Longevity Health SEC Filings

Longevity Health Holdings, Inc. has had its common stock and warrants removed from listing and/or registration on the Nasdaq Stock Market LLC, as reflected in a Form 25 notification filed by the exchange. The filing states that Nasdaq has complied with its rules to strike these classes of securities from listing and withdraw their registration under Section 12(b) of the Securities Exchange Act of 1934.

This action means the company’s securities will no longer trade on Nasdaq, which can affect trading visibility and access for many investors. The notification is signed on behalf of Nasdaq by a hearings advisor, confirming the exchange’s belief that it meets all requirements for filing Form 25.

Longevity Health Holdings (XAGE) filed its Q3 2025 10‑Q, reporting higher sales but ongoing losses and liquidity pressure. Net sales were $425,864, up sharply from $20,519 a year ago; nine‑month net sales reached $1,439,829. The company posted a Q3 net loss of $1,429,755 and a nine‑month loss of $4,822,060.

Cash rose to $1,109,228 from $157,139 at year‑end, aided by $4,139,212 of financing inflows, including a January private placement and a May at‑the‑market program, plus $1,000,000 of warrant exercises. Operating cash use was $3,022,899 for the nine months. Management disclosed substantial doubt about the ability to continue as a going concern, citing a working capital deficit of $3,997,047.

The company completed the Elevai asset acquisition in January, recording $660,805 of stock consideration and potential earnouts, and effected a 1‑for‑30 reverse stock split in May. As of November 12, 2025, common shares outstanding were 1,781,738. A merger agreement with THPlasma includes equity consideration mechanics and closing conditions, with no timing commitments stated here.

Longevity Health Holdings (XAGE) amended its merger agreement with True Health. The revision sets how stock consideration will be calculated. The Merger Shares will equal $59,000,000 divided by the lesser of the “Parent Market Price” and $3.00. The Earnout Shares will equal $20,000,000 divided by the lesser of the Parent Market Price and $3.00. Parent Market Price is defined as the volume average weighted closing sale price over the 15 consecutive full trading days immediately before the merger’s effective time.

As outlined previously, upon closing, True Health would become a wholly owned subsidiary and the company would acquire specified FDA authorizations from Truehealth Management Group LLC. The filing reiterates customary risks, including required regulatory approvals, satisfaction of closing conditions, potential Nasdaq listing considerations for the combined company, integration execution, and market price variability relative to the Parent Market Price.