Longevity Health Holdings Announces Settlement of Litigation with Puritan Partners LLC

Rhea-AI Summary

Longevity Health Holdings (OTCQB: XAGE) has entered into a settlement agreement with Puritan Partners, fully resolving litigation pending since November 2023 that had constrained its ability to raise capital and pursue strategic opportunities. According to the company, the dispute arose from a January 2022 securities purchase agreement, secured convertible note and warrant issued by subsidiary Carmell Regen Med Corporation.

Under the settlement, Longevity will exchange the existing note and warrant for new 10% senior secured convertible notes with an aggregate principal of $2.35 million, maturing in January 2028, secured by first-priority liens on substantially all assets of the company and its subsidiaries. The parties will dismiss the action without any admission of liability or wrongdoing by either side.

Positive

• Litigation fully resolved, removing a disclosed constraint on capital-raising and strategic activity
• Existing instruments exchanged for $2.35 million of 10% senior secured convertible notes maturing in January 2028
• Action to be dismissed without any admission of liability or wrongdoing by either party

Negative

• New $2.35 million 10% senior secured convertible notes add interest-bearing debt at a 10% rate
• Notes secured by first-priority liens on substantially all company and subsidiary assets

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Settlement resolves litigation pending since November 2023 that had constrained the Company's access to capital and to pursue strategic opportunities

PITTSBURGH, Aug. 17, 2026 (GLOBE NEWSWIRE) -- Longevity Health Holdings, Inc. (OTCQB: XAGE) (“Longevity” or the “Company”), a bio-aesthetics company focused on human longevity and healthy aging, today announced that it has entered into a settlement agreement (the “Settlement Agreement”) with Puritan Partners LLC (“Puritan”) fully resolving the litigation captioned Puritan Partners LLC v. Carmell Regen Med Corporation, et al., Index No. 655566/2023, pending in the Supreme Court of the State of New York, County of New York (the “Action”).

Puritan commenced the Action in November 2023, asserting claims arising out of a January 2022 securities purchase agreement, secured convertible note, and warrant issued by the Company's subsidiary, Carmell Regen Med Corporation (f/k/a Carmell Therapeutics Corporation). The litigation has been ongoing since November 2023 and has constrained the Company's ability to raise additional capital during that period.

Under the terms of the Settlement Agreement, the Company will exchange the existing note and warrant for new 10% senior secured convertible notes in the aggregate principal amount of $2.35 million maturing in January 2028. The notes are secured by first-priority liens on substantially all of the assets of the Company and its subsidiaries. The parties will file a stipulation dismissing the Action pursuant to the terms of the Settlement Agreement, without any admission of liability or wrongdoing by either party.

“This litigation has been ongoing since November 2023, and it has hindered our ability to raise capital and pursue strategic opportunities during that time,” said Ram Ajjarapu, Chairman and Chief Executive Officer of Longevity. “Resolving this dispute removes a significant overhang for the Company and allows us to focus fully on our commercial strategy and on strengthening our balance sheet. We appreciate having reached terms with Puritan that let us move forward.”

About Longevity Health Holdings, Inc.

Longevity Health Holdings, Inc. is focused on longevity and healthy aging, encompassing the latest scientific advances in regenerative bio-aesthetics. The Company develops, manufactures, and markets cosmetic skincare and haircare products designed to help people look and feel their best at any age. The Company is headquartered in Pittsburgh, Pennsylvania. For more information, visit www.healthxage.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the anticipated benefits of the Settlement Agreement, the Company's plans to pursue additional financing, and the Company's future business and financial condition. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially, including the risk that anticipated additional financing is not completed on the terms described or at all, risks relating to the Company’s obligations under the Settlement Agreement and the related financing instruments, including potential dilution, and other risks described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements, except as required by law.

Investor Contact

Bryan Cassaday
bcassaday@healthxage.com

FAQ

What litigation did Longevity Health Holdings (OTCQB: XAGE) settle with Puritan Partners in August 2026?

Longevity Health Holdings settled litigation with Puritan Partners related to a 2022 securities purchase agreement. According to the company, the case, filed in November 2023 in New York state court, had constrained its ability to raise capital and pursue strategic opportunities until this settlement.

What are the key terms of the new 10% senior secured convertible notes for Longevity Health Holdings (XAGE)?

The settlement replaces existing instruments with new 10% senior secured convertible notes totaling $2.35 million. According to Longevity, these notes mature in January 2028 and are secured by first-priority liens on substantially all assets of the company and its subsidiaries.

How does the settlement with Puritan Partners affect Longevity Health Holdings’ balance sheet and capital structure?

The company will issue $2.35 million in 10% senior secured convertible notes maturing in 2028. According to Longevity, these notes are backed by first-priority liens on substantially all company and subsidiary assets, formalizing a secured debt obligation under the settlement agreement.

Does the Longevity Health Holdings (XAGE) settlement with Puritan Partners include any admission of wrongdoing?

No, the settlement does not include any admission of liability or wrongdoing by either party. According to Longevity, the parties will file a stipulation dismissing the action pursuant to the settlement terms, fully resolving the litigation without attributing fault.

Why was the Puritan Partners litigation significant for Longevity Health Holdings (OTCQB: XAGE) investors?

The company said the litigation, ongoing since November 2023, hindered its ability to raise capital and pursue strategic opportunities. According to Longevity, resolving the dispute removes a significant overhang and allows management to focus on commercial strategy and strengthening the balance sheet.

What is the maturity date of Longevity Health Holdings’ new convertible notes issued in the Puritan settlement?

The new senior secured convertible notes mature in January 2028. According to Longevity, these 10% notes, totaling $2.35 million, are secured by first-priority liens on substantially all assets of the company and its subsidiaries as part of the settlement.