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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.