Every 8-K that LONGEVITY HEALTH HLDGS (XAGE) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow XAGE and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full XAGE filings page.
Longevity Health Holdings, Inc. (XAGE) entered into a Securities Purchase Agreement with Puritan Partners LLC allowing issuance of up to $694,445 in aggregate principal amount of 10% senior secured convertible notes (issued with a 10% original issue discount), expected to provide up to $625,000 in gross proceeds to the company.
At the initial closing on August 31, 2026, Longevity received $375,000 in gross proceeds, issuing a 10% senior secured convertible note due February 29, 2028 with an initial principal amount of $416,667, convertible into common stock at $0.50 per share and secured by substantially all assets of the company and its subsidiaries.
The agreement permits up to an additional $250,000 in gross proceeds through two further notes, each with an initial principal amount of $138,889; the second tranche depends on effectiveness of a resale registration statement for the underlying shares, and the third tranche is at Puritan’s sole discretion.
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. 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. 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 entered into a Common Stock Purchase Agreement with International Capital Partners LLC, selling 689,656 shares of common stock at $0.29 per share for aggregate proceeds of approximately $200,000 in a private placement that closed on March 16, 2026.
In connection with the investment, the Board appointed Janakiram (Ram) Ajjarapu as Chairman and Chief Executive Officer, replacing Rajiv S. Shukla, who stepped down under a mutual agreement and will serve as an advisor. The company plans to register the resale of the purchased shares through a future registration statement.
Under a Separation Agreement, Mr. Shukla will receive $30,000 per month for 12 months, potentially extended to 18 months upon a qualifying change in control, and a $480,000 bonus if the company completes a capital raise of at least $1 million, while his existing equity awards are forfeited.
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.
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.