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 sub-ratings (offering ability)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
HIGH$79.4M registered
= total registered offering amount from the fee exhibits of live registrations (bands: $1M / $20M)
registered capacity, not remaining: amounts already taken down are not subtracted yet
Overhead supply
LOWwarrants = 12% 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-33% 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~15.4 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

2020-11-132026-08-10

Latest: 25.4M shares as of Aug 10, 2026 (10-Q).

⊙
EVIDENCE — filed/published fact
SourceSEC XBRL, cover-page share count
Fielddei:EntityCommonStockSharesOutstanding
As of2026-08-10
HowThe newest cover-page count as filed. It is used as the current count only while it is no more than about 15 months older than the company’s newest periodic filing; the float checker applies a 200-day rule and sets it beside the balance-sheet count.
Open the source document →
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
Redeemable Warrants3.3Mnot tagged——
Contigent Warrants965,251$5.44——
Replacement Incentive Warrants755,728not tagged——
Incentive Warrants377,865$18——
Pre Funded Warrants306,009$54y—
Merger Warrants5not tagged——

Tranches exactly as the company dimensioned them in its 10-Q filed Aug 13, 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: 28.4M = 25.4M 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 25.4M 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 Aug 13, 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 outstanding25.4MAug 10, 2026
+ Redeemable Warrants (if exercised)3.3MMar 17, 2026
+ Contigent Warrants (if exercised)965,251Sep 30, 2025
+ Replacement Incentive Warrants (if exercised)755,728Jun 30, 2026
+ Incentive Warrants (if exercised)377,865Jun 30, 2026
+ Pre Funded Warrants (if exercised)306,009Jun 30, 2026
+ Merger Warrants (if exercised)5Mar 26, 2024
+ 2025 Convertible Note (if fully converted)3.9MSep 9, 2025
Fully diluted estimate35.0M+37.7% 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: $79.4Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted

S-1Aug 24, 2026$32.9M registeredfiling →
S-3May 22, 2026$25.8M registeredfiling →
S-3Jan 30, 2026$20.7M registeredfiling →

Last 12 months: 2 executed · 3 registered.

EFFECTIVEAug 31, 2026SEC declared a registration effective — selling can beginEFFECT →
EXECUTEDAug 27, 2026Unregistered share sale disclosed (8-K item 3.02)8-K →
REGISTEREDAug 24, 2026S-1 registration — capacity to sell shares, not a sale yetS-1 →
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 →

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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