Longevity Health (OTC: XAGE) sheds litigation overhang in Puritan deal

Rhea-AI Filing Summary

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.

Filing Explained

The August 17 supplement updates the existing Form S-1 prospectus for 44,382 common shares by incorporating the company’s Form 8-K; it is a registration update, not a reported share sale. Registration alone sells nothing, so this filing does not itself change the disclosed share count or report proceeds.

Key Figures

Shares registered: 44,382 shares of common stock Last reported sale price: $0.222 per share New note principal: $2,350,000 +3 more

6 metrics

Shares registered 44,382 shares of common stock Amount covered by the prospectus supplement under the existing S-1 registration

Last reported sale price $0.222 per share Price of XAGE common stock on August 14, 2026

New note principal $2,350,000 Aggregate principal amount of 10% senior secured convertible notes issued to Puritan

Note interest rate 10% Coupon on the senior secured convertible notes issued under the Settlement Agreement

Note maturity February 2028 Stated maturity date of the new 10% senior secured convertible notes

Date of settlement announcement August 17, 2026 Date of press release and Form 8-K reporting the Puritan settlement

Key Terms

senior secured convertible notes, stipulation dismissing the action without prejudice, smaller reporting company, emerging growth company, +1 more

5 terms

senior secured convertible notes financial

"new 10% senior secured convertible notes in the aggregate principal amount of $2,350,000"

A senior secured convertible note is a loan a company issues that sits near the top of its repayment order (senior), is backed by specific assets as collateral (secured), and can be swapped into company shares later (convertible). For investors this matters because it combines lower risk of repayment and legal protection from the collateral with the upside of converting into equity—so it affects both the safety of debt holders and potential dilution for shareholders.

stipulation dismissing the action without prejudice regulatory

"The parties will file a stipulation dismissing the action without prejudice"

smaller reporting company regulatory

"We are a “smaller reporting company” and have elected to comply"

A smaller reporting company is a publicly traded firm that meets regulatory size tests allowing it to provide abbreviated financial disclosures and compliance filings compared with larger companies. For investors, that means financial statements and notes may be less detailed, which can make it harder to compare performance or spot risks—think of reading a short summary instead of a full report when deciding whether to buy or hold a stock.

emerging growth company regulatory

"we are an “emerging growth company,” as that term is defined"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

forward-looking statements regulatory

"This press release contains forward-looking statements within the meaning"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

Offering Details

secondary

Offering

Offering Type secondary

FAQ

What does Longevity Health Holdings (XAGE) register in this prospectus supplement?

The prospectus supplement relates to 44,382 shares of common stock previously registered under Longevity Health Holdings’ Form S-1 and serves to update that prospectus by incorporating a new Form 8-K describing a litigation settlement and related financing.

What litigation did Longevity Health Holdings (XAGE) settle with Puritan Partners LLC?

Longevity Health Holdings entered into a Settlement Agreement with Puritan Partners LLC to resolve litigation commenced in November 2023 over a 2022 securities purchase agreement, secured convertible note, and warrant, with the parties agreeing to file a stipulation dismissing the action without prejudice.

What are the key terms of the new notes issued by XAGE to Puritan under the settlement?

Under the Settlement Agreement, Longevity issued 10% senior secured convertible notes with an aggregate principal amount of $2,350,000 maturing in February 2028, in exchange for the prior note and warrant originally issued by its subsidiary.

How did Longevity Health Holdings (XAGE) describe the impact of the Puritan litigation?

The company stated the litigation had hindered its ability to raise capital and pursue strategic opportunities since November 2023, and that resolving the dispute removes a significant litigation overhang and allows management to focus on commercial execution and potential financing.

What risks did XAGE highlight related to the settlement and new financing instruments?

Longevity cited risks including potential dilution, security interests in substantially all company and specified subsidiary assets, obligations to repay or prepay the notes, and default-related remedies, along with uncertainty around completing additional financing on expected terms.

What was the recent trading price of Longevity Health Holdings (XAGE) stock?

Longevity reported that on August 14, 2026, the last reported sale price of its common stock on the OTC marketplace was $0.222 per share, providing context for the market valuation at the time of the prospectus supplement and settlement announcement.

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Available on EDGAR 08/17/2026 - 10:00 AM Accepted by SEC EDGAR 08/17/2026 - 09:58 AM Learn about SEC filing dates

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-279329

Prospectus Supplement No. 30

(to prospectus dated June 5, 2024)

44,382 Shares of Common Stock

This prospectus supplement amends and supplements the prospectus of Longevity Health Holdings, Inc. (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-279329). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2026 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our common stock is traded on the OTC marketplace under the symbol “XAGE.” On August 14, 2026, the last reported sale price of our common stock was $0.222 per share.

We are a “smaller reporting company” and have elected to comply with certain reduced public company reporting requirements. In addition, we are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under “Risk Factors” beginning on page 7 of Prospectus and elsewhere in any supplements for a discussion of information that should be considered in connection with an investment in our securities.

Neither the SEC or any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is August 17, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 17, 2026

Longevity Health Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware (State or Other Jurisdiction  of Incorporation)	001-40228 (Commission File  Number)	86-1645738 (IRS Employer  Identification No.)
2403 Sidney Street, Suite 300
Pittsburgh, Pennsylvania		15203
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (412) 894-8248

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 

Item 8.01 Other Events.

On August 17, 2026, the Company issued a press release announcing the settlement of litigation with Puritan Partners LLC.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	​	Description
99.1	​	Press Release, dated August 17, 2026
104	​	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LONGEVITY HEALTH HOLDINGS, INC.

By: /s/ Bryan J. Cassaday                 

Name: Bryan J. Cassaday

Title: Chief Financial Officer

Date: August 17, 2026

EXHIBIT 99.1

Longevity Health Holdings Announces Settlement of Litigation with Puritan Partners

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

PITTSBURGH, August 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, announced today that it has entered into a settlement agreement (the “Settlement Agreement”) with Puritan Partners LLC (“Puritan”) to resolve the litigation between the parties.

“This litigation has been ongoing since November 2023 and 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 litigation overhang and allows us to focus on executing our commercial strategy, raising capital, and pursuing other strategic opportunities. We appreciate having reached terms with Puritan that let us move forward.”

Puritan commenced the litigation 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). 

Under the terms of the Settlement Agreement, Longevity exchanged the existing note and warrant for new 10% senior secured convertible notes in the aggregate principal amount of $2,350,000 maturing in February 2028. The parties will file a stipulation dismissing the action without prejudice within three business days following execution of the Settlement Agreement. A more complete description of the Settlement Agreement and the related transactions is contained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2026.

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, security interests in substantially all Company assets and specified subsidiary assets, repayment and prepayment obligations, and default-related remedies, 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