Longevity Health (XAGE) terminates True Health merger after deadline passes

Rhea-AI Filing Summary

Longevity Health Holdings, Inc. has terminated its planned acquisition of True Health Inc. and Truehealth Management Group LLC. The companies had entered into a Merger Agreement on July 14, 2025, later amended on November 3, 2025, under which True Health would have become a wholly owned subsidiary of Longevity Health.

Under a provision in the agreement allowing either side to walk away if the deal was not closed by November 30, 2025, Longevity Health delivered a formal termination notice on December 8, 2025 after the merger was not completed by the deadline. No termination fee is payable by either party in connection with ending the agreement, so neither side owes a contractual breakup payment.

Positive

• None.

Negative

• Planned True Health acquisition terminated, removing a previously announced strategic merger that would have made True Health a wholly owned subsidiary of Longevity Health.

Insights

Healthcare M&A and capital markets analyst

Longevity Health ends the True Health merger with no breakup fee.

Longevity Health Holdings, Inc. terminated its Agreement and Plan of Merger with True Health Inc. and Truehealth Management Group LLC after the deal was not closed by the contractual outside date of November 30, 2025. The original merger, signed on July 14, 2025 and amended on November 3, 2025, would have made True Health a wholly owned subsidiary, indicating it was a core strategic move rather than a minor bolt-on transaction.

The company exercised its right under Section 9.1(b) of the Merger Agreement to end the deal on December 8, 2025, which signals that closing conditions were not met or waived in time. Importantly, the disclosure states that no termination fee is payable by either party, so there is no explicit breakup payment or penalty impacting near-term cash.

For investors, the key takeaway is that Longevity Health will not pursue this previously announced combination with True Health on the agreed terms, and its future growth and integration plans will be based on its existing platform or alternative transactions. Subsequent disclosures may outline any updated strategic priorities now that this merger will not proceed.

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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): December 8, 2025

Longevity Health Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-40228	86-1645738
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(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 1.02 Termination of a Material Definitive Agreement.

As previously disclosed, Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger, dated July 14, 2025 (as amended by the Amendment to Agreement and Plan of Merger, dated November 3, 2025 (the “Amendment”), the “Merger Agreement”) by and among the Company, THP Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), True Health Inc., a Delaware corporation (“True Health”), and Truehealth Management Group LLC, a Delaware limited liability company (“TMG”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub would merge with and into True Health (the “Merger”), with True Health continuing as a wholly owned subsidiary of the Company and the surviving company of the Merger.

Pursuant to Section 9.1(b) of the Merger Agreement, either party was permitted to terminate the Merger Agreement if the Merger had not been consummated by November 30, 2025. As the Merger was not consummated by such date, on December 8, 2025, the Company provided notice of termination of the Merger Agreement to True Health in accordance with such provision. No termination fee is payable by either party in connection with the termination of the Merger Agreement.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2025, and the Amendment, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on November 7, 2025, which are each incorporated by reference herein.

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.
Dated: December 12, 2025		By:		/s/ Rajiv Shukla
				Rajiv Shukla
				Chief Executive Officer

FAQ

What did Longevity Health Holdings, Inc. (XAGE) announce in this 8-K?

Longevity Health Holdings, Inc. disclosed that it has terminated its Agreement and Plan of Merger with True Health Inc. and Truehealth Management Group LLC after the merger was not completed by the contractual deadline of November 30, 2025.

Why was the Longevity Health and True Health merger terminated?

The merger was terminated under Section 9.1(b) of the Merger Agreement, which allowed either party to end the deal if the merger had not been consummated by November 30, 2025. Since closing did not occur by that date, Longevity Health sent a termination notice on December 8, 2025.

Does Longevity Health (XAGE) owe a termination or breakup fee for ending the True Health merger?

No. The disclosure states that no termination fee is payable by either party in connection with the termination of the Merger Agreement, so neither Longevity Health nor True Health owes a contractual breakup payment.

What was the structure of the planned Longevity Health–True Health transaction?

The structure involved Longevity Health’s wholly owned subsidiary, THP Sub, Inc., merging with and into True Health Inc. Following the merger, True Health was expected to continue as the surviving company and become a wholly owned subsidiary of Longevity Health.

When was the original Longevity Health–True Health Merger Agreement signed and later amended?

The Agreement and Plan of Merger was dated July 14, 2025, and it was amended by an Amendment to the Merger Agreement dated November 3, 2025.

Who signed the termination disclosure for Longevity Health Holdings, Inc.?

The report was signed on behalf of Longevity Health Holdings, Inc. by Rajiv Shukla, the company’s Chief Executive Officer, dated December 12, 2025.