Longevity Health Holdings, Inc. (XAGE) SEC Filings

Longevity Health Holdings, Inc. (XAGE) entered into a Securities Purchase Agreement with existing investor Puritan Partners LLC on August 31, 2026, issuing a 10% Senior Secured Convertible Note due February 29, 2028 with an original principal amount of $416,667, sold for $375,000 after a 10% original issue discount. The company expects to use the proceeds for working capital consistent with a prior settlement agreement. The note bears 10% annual interest, payable monthly in cash, and is convertible into common stock at a fixed price of $0.50 per share, or at the holder’s election at an alternative price equal to 80% of the average closing prices over the prior five trading days, subject to a 4.99% beneficial ownership cap (increasable to 9.99% on notice).

The note is secured by a first-priority lien on substantially all assets of the company and its subsidiaries, which also provide unconditional guarantees and their own first-priority security interests, and is supported by an Affidavit of Confession of Judgment in favor of Puritan upon uncured default. Upon default, interest increases to 15% and the holder may require repayment at up to 125% of outstanding principal plus interest and other amounts. Longevity estimates up to 2,690,455 shares of common stock could be issued on full conversion of principal and interest through maturity. The agreement also contemplates two additional 10% Senior Secured Convertible Notes of up to $138,889 each, and the company will seek to register the resale of conversion shares and reserve at least four times the maximum shares issuable under the note.

Longevity Health Holdings, Inc. filed a prospectus supplement relating to 44,382 shares of common stock registered under an existing Form S-1 and updated the disclosure by incorporating a new current report. The company’s common stock trades on the OTC marketplace under the symbol XAGE, with a last reported sale price of $0.222 per share on August 14, 2026. The incorporated Form 8-K describes a settlement with Puritan Partners LLC of litigation dating back to November 2023, which had constrained access to capital and strategic opportunities. Under a Settlement Agreement, Longevity exchanged an existing note and warrant for new 10% senior secured convertible notes with an aggregate principal amount of $2,350,000 maturing in February 2028, and the parties will file a stipulation dismissing the action without prejudice. The company highlights risks related to these financing instruments, including potential dilution, security interests in substantially all company and specified subsidiary assets, and repayment and default-related obligations.

Longevity Health Holdings, Inc. announced it has entered into a Settlement Agreement with Puritan Partners LLC, resolving litigation that has been pending since November 2023 and described as having constrained access to capital and strategic opportunities. The dispute related to a January 2022 securities purchase agreement, secured convertible note, and warrant issued by subsidiary Carmell Regen Med Corporation. Under the settlement, Longevity exchanged the existing note and warrant for new 10% senior secured convertible notes with an aggregate principal amount of $2,350,000, maturing in February 2028. The parties plan to file a stipulation dismissing the action without prejudice within three business days after execution. Longevity states that resolving the matter removes a significant litigation overhang and allows greater focus on commercial strategy, capital raising, and other strategic opportunities, while cautioning that the new financing instruments involve obligations including potential dilution, security interests in substantially all Company assets and specified subsidiary assets, and repayment and default-related risks.

Longevity Health Holdings, Inc. filed a prospectus supplement covering 44,382 shares of common stock and updating its S-1 prospectus with the attached Quarterly Report for the period ended June 30, 2026. The company operates a single-segment bio-aesthetics business focused on cosmetic skincare and haircare in the United States.

For the first six months of 2026, net sales were $787,755, down from $1,013,965 in 2025 as demand softened amid increased competition and heavier promotions. Gross profit was $472,561, while the company recorded a net loss of $3,315,003. Operating expenses declined materially to $2,525,203 from $3,937,836 due to lower legal, compensation, R&D and marketing spending.

Liquidity remains highly constrained. As of June 30, 2026, cash and cash equivalents were $35,471, net working capital was negative $8,881,397, and stockholders’ deficit was $8,699,447. Management disclosed substantial doubt about the ability to continue as a going concern and is relying on additional financing and potential acquisitions of cash-generating assets. Subsequent to quarter end, the company entered into a settlement with Puritan Partners LLC, issuing new $2,350,000 senior secured convertible notes maturing in 2028.

Longevity Health Holdings filed a prospectus supplement covering 44,382 shares of common stock and attaching a current report describing a financing-linked litigation settlement. The company and subsidiary Carmell Regen entered a Settlement Agreement with Puritan Partners that resolves a New York action and replaces prior instruments with two new senior secured convertible notes.

Longevity issued a $1,250,000 Initial Note and a $1,100,000 Additional Note, each bearing 10% annual interest and maturing on February 13, 2028. The notes are convertible at $0.50 per share or, at Puritan’s option, at 80% of the five-day average closing price when the stock trades below that level. They are guaranteed by key subsidiaries and secured by a first-priority lien on substantially all assets, including intellectual property, and carry default remedies such as a 115% redemption premium and 15% default interest plus a confession of judgment mechanism.

The company must use 25% of gross proceeds from specified future financings to offer prepayment of the notes and has agreed to reserve at least four times the maximum shares needed for conversion and to file a resale registration within 30 days. Director Scott Frisch resigned from the board on August 11, 2026, stating his decision did not arise from any disagreement with the company.

Longevity Health Holdings, Inc. reported continued operating losses and severe liquidity pressure for the period ended June 30, 2026. Net sales were $787,755 for the first six months of 2026, down from $1,013,965 a year earlier, and the company recorded a net loss of $3,315,003. Gross profit was $472,561, while operating expenses fell meaningfully to $2,525,203 as management reduced selling, R&D, and G&A costs.

Cash and cash equivalents were only $35,471 with a working capital deficit of $8,881,397, negative operating cash flow of $709,172, and total liabilities of $9,754,695 versus total assets of $1,055,248. The company disclosed that these conditions raise substantial doubt about its ability to continue as a going concern and stated it will need additional debt or equity financing or cash-flow-generating acquisitions.

During 2026, Longevity completed a private placement of 689,656 shares for net proceeds of $190,001 and entered into a Shopify revolving facility, with $45,202 outstanding at quarter-end. After period-end, it settled litigation with Puritan Partners LLC by issuing $2,350,000 in new Senior Secured Convertible Notes bearing 10% interest and convertible at $0.50 per share, further leveraging the balance sheet.

Longevity Health Holdings, Inc. entered into a Settlement Agreement with Puritan Partners LLC resolving litigation tied to a prior $1,250,000 secured convertible note and a warrant. In exchange, Puritan received two new 10% Senior Secured Convertible Notes from Longevity Health: an Initial Note with original principal of $1,250,000 and an Additional Note with original principal of $1,100,000. These notes are guaranteed by key subsidiaries and are secured by a first-priority lien on substantially all personal property and intellectual property of the company and the named subsidiaries. The notes are convertible into common stock at an initial conversion price of $0.50 per share, with an alternative conversion price equal to 80% of the average closing trade prices over five trading days when the stock trades below the conversion price. Upon an Event of Default, all obligations become immediately due with a 115% redemption premium and interest increasing to 15% per annum, and Puritan may file an affidavit of confession of judgment without prior notice or hearing. The company must reserve authorized shares equal to at least four times the maximum shares issuable upon conversion and has agreed to register the resale of conversion shares within 30 days. Separately, director Scott Frisch resigned from the board, not due to a disagreement.

Longevity Health Holdings, Inc. reported a change in its Board of Directors. On June 1, 2026, Kathryn Gregory notified the company that she was resigning from the Board, effective at the close of business that same day. The company states that her resignation was not due to any disagreement regarding its operations, policies, or practices, indicating a routine governance change rather than a dispute-driven departure.

Longevity Health Holdings, Inc. filed a prospectus supplement registering 44,382 shares of Common Stock as part of its amended Form S-1 prospectus; the supplement incorporates the Company's Form 10-Q for the quarter ended March 31, 2026. The supplement states common stock trades on the OTC under the symbol XAGE and discloses 2,475,321 shares outstanding as of May 13, 2026. The attached Form 10-Q shows $313,396 in cash, a net loss of $(1,431,713) for the three months ended March 31, 2026, and management’s statement that conditions raise substantial doubt about the Company’s ability to continue as a going concern.