Longevity Health Holdings Announces Continued Nasdaq Listing to Complete Merger With 20/20 Biolabs
- Secured continued Nasdaq listing approval through September 2, 2025
- Successfully completed 1-for-30 reverse stock split to meet listing requirements
- Merger with 20/20 BioLabs progressing with S-4 registration statement filed
- Company facing Nasdaq listing compliance issues requiring Panel intervention
- Significant 1-for-30 reverse stock split indicates substantial share price decline
- Must demonstrate compliance with initial listing rules by September 2, 2025 to maintain listing
Insights
Nasdaq granted XAGE conditional listing extension until September to complete its merger with 20/20 BioLabs and meet initial listing requirements.
This announcement represents a critical regulatory reprieve for Longevity Health Holdings. The Nasdaq Hearings Panel has effectively provided XAGE a lifeline by granting a continued listing exception through September 2, 2025, conditional upon completing its proposed merger with 20/20 BioLabs and satisfying Nasdaq's initial listing requirements for the combined entity.
The company has already initiated key compliance steps, including filing an S-4 registration statement on May 8 and executing a significant 1-for-30 reverse stock split on May 12. This dramatic share consolidation strongly suggests XAGE was facing serious minimum bid price compliance issues prior to this action.
What's particularly noteworthy is that Nasdaq's decision followed a comprehensive review of both companies' financials and pro forma projections. This indicates the Panel believes the merged entity has legitimate potential to meet listing standards, which typically include minimum equity, market value, share price, and corporate governance requirements.
For investors, this represents a double-edged sword. While the continued listing prevents an immediate delisting event that would have forced shareholders into OTC markets with reduced liquidity and visibility, it also signals that XAGE currently cannot meet Nasdaq requirements on its own and is dependent on successfully executing this merger by the September deadline. The conditional nature of this extension creates a binary outcome scenario that significantly increases investment risk during this transition period.
PITTSBURGH, May 21, 2025 (GLOBE NEWSWIRE) -- Longevity Health Holdings, Inc. (Nasdaq: XAGE) (“XAGE,” the “Company,” “we,” “us,” or “our”), a company focused on extending human longevity and healthy aging through innovative products in regenerative bio-aesthetics, diagnostics, and nutrition, today announced that it has received a favorable decision from the Nasdaq Hearings Panel (the “Panel”) granting the Company’s request to continue its listing on The Nasdaq Stock Market (“Nasdaq”) subject to the satisfaction of the Nasdaq initial listing rules for the combined company following the proposed merger with 20/20 BioLabs, Inc. (“20/20”) on or before September 2, 2025.
This decision follows the Panel’s comprehensive review of the Company’s recent business developments, financial disclosures, and proposed merger with 20/20. As part of its strategic plan, XAGE presented its intention to merge with 20/20 and effect a 1-for-30 reverse stock split to address Nasdaq’s listing requirements. The Company filed the S-4 registration statement for the proposed merger on May 8, 2025, and effected the reverse stock split on May 12, 2025.
Based on a review of both companies’ financial statements and pro forma projections, the Panel has granted XAGE an exception to allow the Company time to complete its merger with 20/20 and to demonstrate the combined company’s compliance with Nasdaq’s initial listing rules on or before September 2, 2025.
“We are pleased to have received the Panel’s decision and remain focused on completing our merger with 20/20 BioLabs,” said Rajiv Shukla, Chairman and Chief Executive Officer of XAGE. “We thank our stockholders and partners for their continued support as we execute our growth strategy and advance our mission to deliver innovative longevity solutions.”
About XAGE:
Longevity Health Holdings is focused on longevity and healthy aging, encompassing the latest scientific advances in regenerative bio-aesthetics, diagnostics, and nutrition. Our products are designed to help people look and feel their best at any age. The Company currently offers two regenerative technologies for skin and hair health: Carmell Secretome™ and Elevai Exosomes™. Carmell Secretome™ is a powerful blend of growth factors, proteins, peptides and bio-lipids derived from allogeneic human platelets, the body’s principal cells responsible for healing and regeneration. The Elevai Exosomes™ are derived from human umbilical mesenchymal stem cells, which are known to contain a greater number of proteins than exosomes from non-stem cell sources.
About 20/20:
20/20 Biolabs develops and commercializes innovative laboratory tests for the early detection and the proactive management of chronic disease risk. It offers a multi-cancer early detection blood test available in the U.S., which can be accessed at home or at retail locations. This quarter, 20/20 also expects to introduce a new blood test for monitoring chronic inflammation, which contributes to eight of the ten leading causes of death in America, as well as skin disorders.
Forward-Looking Statements:
This press release contains forward-looking statements that are based on beliefs, assumptions and information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology. However, not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this press release include, but are not limited to, statements regarding the launch and commercialization of new products and tests by XAGE and 20/20; the structure, timing and completion of the proposed merger with 20/20 (the “Merger”); expectations regarding the ability of the combined company to meet the Nasdaq initial listing rules; ; and the future operations and products of the combined company. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among others, risks related to (i) the risk that the conditions to the closing of the proposed Merger (the “Closing”) are not satisfied, including the failure to timely obtain stockholder approval for the transaction, if at all; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each company to consummate the proposed Merger; (iii) risks related to XAGE’s ability to maintain its listing on the Nasdaq Capital Market and to manage its operating expenses and its expenses associated with the proposed Merger pending the Closing; (iv) risks related to the failure or delay in obtaining required approvals from any governmental or quasi-governmental entity necessary to consummate the proposed Merger; (v) the risk that as a result of adjustments to the exchange ratio, each company’s stockholders could own more or less of the combined company than is currently anticipated; (vi) risks related to the market price of XAGE’s common stock relative to the value suggested by the exchange ratio; (vii) unexpected costs, charges or expenses resulting from the transaction; (viii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the proposed Merger; (ix) risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance the commercialization, development and marketing of its products; (x) risks associated with the possible failure to realize certain anticipated benefits of the proposed Merger, including with respect to future financial and operating results; (xi) the risk that the concurrent financing is not consummated prior to the Closing; (xii) risks related to the diversion of management’s attention from our ongoing business; (xiii) the risk of unknown liabilities arising after the Merger; (xiv) the ability to recognize anticipated benefits from our commercial products, R&D pipeline, distribution agreements, changes in applicable laws or regulations; (xv) the possibility that we may be adversely affected by other economic, business, and/or competitive factors, and (xvi) other risks and uncertainties, those described under the header “Risk Factors” in the Annual Report on Form 10-K filed by XAGE with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2025, and in our other reports filed with the SEC. Most of these factors are outside of XAGE’s control and are difficult to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. Except as required by law, we undertake no obligation to publicly update any forward-looking statement contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor a solicitation of any vote or approval with respect to the proposed transaction or otherwise. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U S. Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
Additional Information and Where to Find It
This communication relates to the proposed Merger involving 20/20 and XAGE and may be deemed to be solicitation material in respect of the proposed Merger. In connection with the proposed Merger, XAGE has filed a registration statement on Form S-4 (the “Form S-4”) that contains a proxy statement (the “Proxy Statement”) and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement, or for any other document that XAGE may file with the SEC and or send to XAGE’s stockholders in connection with the proposed Merger. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF XAGE ARE URGED TO READ THE FORM S-4, THE PROXY STATEMENT AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT XAGE, THE PROPOSED MERGER AND RELATED MATTERS.
Investors and security holders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by XAGE with the SEC through the website maintained by the SEC at www.sec.gov. Copies of the documents filed by XAGE with the SEC will also be available free of charge on XAGE’s website at www.healthxage.com or by contacting Bryan Cassaday at bcassaday@healthxage.com.
Participants in the Solicitation
XAGE, 20/20, and their respective directors and certain of their executive officers may be considered participants in the solicitation of proxies from XAGE’s stockholders with respect to the proposed Merger under the rules of the SEC. Information about the directors and executive officers of XAGE is set forth in its Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025, subsequent Quarterly Reports on Form 10-Q and other documents that may be filed from time to time with the SEC. Additional information regarding the persons who may be deemed participants in the proxy solicitations and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. You may obtain free copies of these documents as described above.
Contact:
Bryan Cassaday
bcassaday@healthxage.com
FAQ
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