Serina Therapeutics Inc

This management proposal requests shareholder approval to amend the Company’s Certificate of Incorporation to increase authorized common shares from 40 million to 125 million. Management frames the change as a flexibility-enhancing measure to allow the Company to pursue financings, strategic transactions, equity compensation, and conversions without frequent follow-on shareholder approvals, while acknowledging that issuance of additional shares could dilute existing holders depending on how and when shares are used. The proposal is procedural in nature (an amendment to authorized capital) but may have material governance and anti-takeover implications: management notes the potential for future issuances to hinder changes in control or dilute dissident positions, and the Board disclaims any present intent to use the amendment as an anti-takeover device. The Board recommends approval, citing the need to position the Company to respond to market opportunities and attract strategic capital. From a shareholder-value perspective, the principal risk is dilution and downward pressure on per-share metrics if a material portion of the newly authorized shares are issued for cash or in exchange for assets; conversely, the benefit is transactional agility that may enable financings at times of need and issuance of equity as compensation to retain talent. Given the Company’s recent capital raises (March 2026 private placement and other financings), the amendment appears tied to foreseeable financing and compensation needs. The vote requires a majority of outstanding voting power, making approval likely if major investors and the Board align. Overall, the proposal seeks forward-looking authorization rather than an immediate issuance and represents a governance choice balancing financing flexibility against potential dilution risk.

This management proposal seeks shareholder approval to increase the share reserve under the 2024 Equity Incentive Plan by 2,000,000 shares (to 5,210,478) and to move the next automatic evergreen increase to begin in fiscal 2027. Management frames the amendment as necessary to attract and retain key employees, non-employee directors, and consultants by preserving equity compensation capacity; the Company already had approximately 848,607 shares available under the plan as of March 31, 2026, and significant option grants and outstanding awards, indicating ongoing demand for equity. The amendment also formalizes the timing of the evergreen mechanism after the 2026 automatic increase that already occurred. The principal governance risk is dilution to existing shareholders from additional option and RSU grants; however, management argues the long-term alignment benefits and retention value offset that risk. From an NYSE-American and tax perspective, the plan preserves standard features (ISOs, SARs, restricted stock, adjustments, and change-in-control provisions) and remains subject to Board/Compensation Committee administration and clawback policies. Approval requires a majority of votes cast, and the Board recommends FOR, reflecting a management view that expanded equity capacity is essential for executing development and commercialization plans. Analysts should weigh the dilution impact against the Company’s stage, hiring needs, and recent financings that indicate near-term capital and human resource deployment.

This management proposal seeks shareholder approval—primarily to satisfy NYSE American Sections 711 and 713(a)—for the potential issuance of common stock upon conversion of Series A Preferred Stock issued in April 2025. The core issue is that the Series A Preferred Stock is convertible into common stock and contains a Mandatory Conversion feature triggered by a Qualified Offering of at least $20 million or certain sustained market prices; because the Company subsequently raised over $20 million in the March 2026 Private Placement, Mandatory Conversion is implicated subject to the Exchange Cap. Approval would permit the Company to issue approximately 2,222,220 common shares upon conversion at an adjusted $2.25 conversion price, subject to anti-dilution adjustments and a 20% Exchange Cap limitation specified in the Certificate of Designations. Management frames the vote as a technical and regulatory compliance step required by NYSE American rules to permit such issuances and avoid restrictions on future listing status; the Board recommends FOR. For investors, the primary considerations are dilution of existing shareholders, the potential unlocking of voting power to holders (including directors), and the increased float that may weigh on share price; the Company notes these risks in the filing. Countervailing considerations include the Company’s need for capital and the fact that conversion may simplify the capital structure and eliminate a class of preferred shares that bears an 8% cumulative dividend. Given the involvement of directors as holders of Series A Preferred Stock and related NYSE guidance, the vote has governance optics and potential conflicts that the Board has tried to mitigate through special committee review of financings. In summary, this is a regulatory/structural approval with clear dilutive implications that the Board argues is necessary for corporate flexibility and compliance with NYSE rules.

This management proposal seeks shareholder approval under NYSE American rules (Sections 711, 713(a) and 713(b)) to permit issuance of common stock upon conversion/exercise of Private Placement Securities sold in March 2026, including pre-funded warrants and redeemable warrants. The transaction is structured to provide immediate gross proceeds (~$21.2M received across two closings as of April 10, 2026) and optional additional proceeds from warrant exercises; however, NYSE rules require shareholder authorization before certain issuances, and the Company has agreed to seek that approval. Approving the proposal would allow pre-funded warrants to be exercised and redeemable warrants to be exercised or converted per their terms, enabling the Company to access committed capital and simplify the capital structure. Key risks for shareholders are dilution, potential change-in-control implications if a single investor or group accumulates a meaningful stake, and governance considerations given that Dr. Bailey (a director) is the lead investor and was appointed co-chairman in connection with the financing. The Board established a Special Committee to review and approve financing terms to mitigate conflicts, and the Board recommends FOR the proposal. From an analyst perspective, the tradeoff is between dilution versus the financial runway and operational flexibility the capital provides; the call feature on redeemable warrants and beneficial ownership limits are mechanisms that can moderate long-term dilution. In sum, the proposal is a regulatory compliance step to unlock committed financing and warrants while presenting classic dilution and governance tradeoffs that shareholders should weigh.

This non-binding advisory proposal asks shareholders to approve the Company’s Named Executive Officer compensation as disclosed in the proxy; the Board and Compensation Committee recommend a vote FOR. The program combines base salary, discretionary performance bonuses, and long-term equity awards (options and RSUs) designed to align executive and shareholder interests and to retain key talent during development and potential commercialization stages. Management emphasizes clawback policy, vesting schedules to promote long-term orientation, and board oversight through an independent Compensation Committee, but key points for scrutiny include the size and frequency of equity grants (which can be dilutive), the use of discretionary bonuses, and any perceived pay-for-performance misalignment given recent net losses and changes in executive composition. The advisory vote is non-binding, but the Board has committed to consider shareholder feedback and may adjust compensation practices accordingly. For investors, the vote provides a governance signal on whether shareholders support current pay design; a strong “for” vote would endorse management’s approach, whereas a “against” outcome could lead to engagement and potential compensation changes. Given the Company’s life-cycle stage and hiring needs, management argues that the compensation mix is appropriate to secure specialized talent while aligning incentives with long-term value creation.

This non-binding management-sponsored proposal asks shareholders to indicate how often they would like the Company to hold advisory say-on-pay votes (one, two, or three years), with the Board recommending a three-year cycle. The Board argues that a triennial vote provides sufficient time to evaluate the effectiveness of compensation decisions and reduces administrative burden, while shareholders retain a non-binding mechanism to express preference. For governance-minded investors, the tradeoff is between more frequent accountability (annual votes) and allowing multi-year compensation plans time to take effect (three-year votes); the Company’s recommendation aligns with a longer-term evaluation horizon. The proposal is procedural and advisory; the plurality vote will be treated as the Board’s signal for future frequency but is non-binding. The Board’s recommendation for three years is common among companies seeking to balance oversight with operational stability; however, activist or highly engaged investors sometimes prefer annual votes to register ongoing concerns more frequently. Given the Company’s stage and recent executive changes, a three-year cycle may reduce short-term reactionary pressures but also slows the speed at which shareholders can register discontent. Overall, the proposal is low risk procedurally but provides an important governance signal about preferred oversight cadence.