Dilution profile // every instrument, one screen, from SEC filings

Serina Therapeutics, Inc. (SER)

CIK 1708599 · all EDGAR filings →

Overall dilution risk
HIGHworst of 4 computed signals (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$46.5M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
one or more live registrations had no structured fee data, so the true total is AT LEAST this
Overhead supply
LOWwarrants = 20% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW-60% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~16.4 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2020-08-122026-05-10

Latest: 15.0M shares as of May 10, 2026 (10-Q). Share count fell from 38.0M to 2.5M between Nov 6, 2023 and Mar 14, 2024, a pattern consistent with a reverse split (roughly 1-for-15); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

TrancheWarrantsExercise priceTermNotes
Pre Funded Warrants5.3M$54y
Redeemable Warrants2.7Mnot tagged
Contigent Warrants965,251$5.440.2y
Post Merger Warrants755,728$13.2FV $5.0M
Replacement Incentive Warrants755,728not tagged
Incentive Warrants377,930$184y
Age X Warrants21,507not tagged
Former Age X Warrantsnot tagged$23.25

Tranches exactly as the company dimensioned them in its 10-Q filed May 14, 2026. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.

Warrants outstanding: 3.0M underlying shares, as reported Dec 31, 2025 (10-K).

Reported exercise price: $20.47 (aggregate figure as tagged; individual tranches vary).

Balance-sheet fair value of warrants: $3.5M as of Jun 30, 2025.

Rough fully diluted estimate: 18.0M = 15.0M O/S + 3.0M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
2025 Convertible Note$20.0M$2.9M$5.1810%~3.9M sh

If every note above converted at its tagged price: ~3.9M new shares on 15.0M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed May 14, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding15.0MMay 10, 2026
+ Pre Funded Warrants (if exercised)5.3MMar 17, 2026
+ Redeemable Warrants (if exercised)2.7MMar 17, 2026
+ Contigent Warrants (if exercised)965,251Sep 30, 2025
+ Post Merger Warrants (if exercised)755,728Nov 26, 2024
+ Replacement Incentive Warrants (if exercised)755,728Mar 31, 2026
+ Incentive Warrants (if exercised)377,930Mar 31, 2026
+ Age X Warrants (if exercised)21,507Mar 31, 2026
+ 2025 Convertible Note (if fully converted)3.9MSep 9, 2025
Fully diluted estimate29.7M+98.3% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Registered offering capacity on live registrations: $46.5Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-3May 22, 2026$25.8M registeredfiling →
S-3Jan 30, 2026$20.7M registeredfiling →
S-3Apr 18, 2025no structured fee exhibit in this filing (predates fee-data XBRL or fee deferred)filing →

Last 12 months: 2 executed · 2 registered.

EFFECTIVEJun 3, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDMay 22, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDMar 23, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEFeb 13, 2026SEC declared a registration effective — selling can beginEFFECT
REGISTEREDJan 30, 2026S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDSep 15, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 28, 2025Shelf takedown priced — shares or notes (small-caps: usually shares; open the filing to confirm)424B5
EFFECTIVEApr 28, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDApr 18, 2025S-3 registration — capacity to sell shares, not a sale yetS-3
EXECUTEDApr 14, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EFFECTIVEApr 10, 2025SEC declared a registration effective — selling can beginEFFECT
REGISTEREDApr 2, 2025S-3 registration — capacity to sell shares, not a sale yetS-3

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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