Welcome to our dedicated page for Longevity Health SEC filings (Ticker: XAGEW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The SEC filings page for Longevity Health Holdings, Inc. and its warrants (XAGEW) provides direct access to the company’s official regulatory disclosures. These documents explain how the business describes its focus on longevity and healthy aging, and they record key corporate and listing events affecting both the common stock and the warrants.
Through Forms 8‑K, Longevity Health Holdings reports material events such as merger agreements and terminations, reverse stock split actions, and changes in control considerations. For example, 8‑K filings detail an agreement and plan of merger with True Health Inc. and related FDA license purchase arrangements, as well as a later 8‑K stating that the True Health merger agreement was terminated when the transaction was not consummated by November 30, 2025, with no termination fee payable. Other 8‑Ks describe the merger agreement and subsequent amendment with 20/20 BioLabs, Inc., including conditions to closing and potential ownership structure of the combined company.
Filings also cover capital structure changes. A company press release and related disclosures describe a 1‑for‑30 reverse stock split of Longevity Health Holdings’ common stock, with proportional adjustments to outstanding stock options and warrants. Separate 8‑K items identify the publicly traded redeemable warrants under the symbol XAGEW and specify that each whole warrant is exercisable for one share of common stock at a stated exercise price.
Listing status is documented via Form 25 (25‑NSE) filed by Nasdaq Stock Market LLC, which identifies Longevity Health Holdings’ common stock and warrants as securities being removed from listing and/or registration under Section 12(b) of the Securities Exchange Act of 1934. This filing is the formal notice of delisting from Nasdaq for both the equity and the associated warrants.
On Stock Titan, these filings are supplemented with AI‑powered summaries that highlight the main points of each document, helping readers quickly see whether an 8‑K relates to a merger, a financing, a reverse split, or a listing change. Users can review Forms 8‑K for transaction details, Form 25 for delisting information, and other periodic reports referenced in the company’s risk factor discussions, while AI tools surface the sections most relevant to corporate actions and the structure of XAGEW warrants.
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
Under a provision in the agreement allowing either side to walk away if the deal was not closed by
Longevity Health Holdings, Inc. has had its common stock and warrants removed from listing and/or registration on the Nasdaq Stock Market LLC, as reflected in a Form 25 notification filed by the exchange. The filing states that Nasdaq has complied with its rules to strike these classes of securities from listing and withdraw their registration under Section 12(b) of the Securities Exchange Act of 1934.
This action means the company’s securities will no longer trade on Nasdaq, which can affect trading visibility and access for many investors. The notification is signed on behalf of Nasdaq by a hearings advisor, confirming the exchange’s belief that it meets all requirements for filing Form 25.
Longevity Health Holdings (XAGE) filed its Q3 2025 10‑Q, reporting higher sales but ongoing losses and liquidity pressure. Net sales were $425,864, up sharply from $20,519 a year ago; nine‑month net sales reached $1,439,829. The company posted a Q3 net loss of $1,429,755 and a nine‑month loss of $4,822,060.
Cash rose to $1,109,228 from $157,139 at year‑end, aided by $4,139,212 of financing inflows, including a January private placement and a May at‑the‑market program, plus $1,000,000 of warrant exercises. Operating cash use was $3,022,899 for the nine months. Management disclosed substantial doubt about the ability to continue as a going concern, citing a working capital deficit of $3,997,047.
The company completed the Elevai asset acquisition in January, recording $660,805 of stock consideration and potential earnouts, and effected a 1‑for‑30 reverse stock split in May. As of November 12, 2025, common shares outstanding were 1,781,738. A merger agreement with THPlasma includes equity consideration mechanics and closing conditions, with no timing commitments stated here.
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.
Key update: Longevity Health Holdings, Inc. (trading symbols: XAGE common shares, XAGEW warrants) filed an 8-K on 24 June 2025 announcing Amendment No. 1 to its 11 April 2025 Agreement and Plan of Merger with 20/20 Biolabs, Inc. and related parties.
Amendment terms:
- The Due Diligence Contingency Deadline is postponed from 24 June 2025 to 8 July 2025.
- If the parties do not mutually agree to another extension in writing, the entire Merger Agreement will automatically terminate on 8 July 2025.
- No other economic terms, consideration mix, or exchange ratios were modified in the filing.
Strategic context: The proposed transaction would merge Longevity Health Biomarkers, Inc. (a wholly-owned subsidiary of Longevity Health Holdings) with Biolabs, making Biolabs a wholly-owned subsidiary of the registrant. Management reiterates typical forward-looking-statement caveats and highlights numerous risks—chiefly regulatory approvals, integration challenges, Nasdaq listing maintenance, financing completion and possible cost overruns.
Investor implications:
- The short two-week extension suggests that due-diligence issues remain open but that the parties still aim to close quickly.
- Automatic termination language increases deal-completion risk and introduces a hard stop date that investors should monitor closely.
- No financial statements, pro forma data, or revised purchase price details were provided; therefore, the amendment’s direct quantitative impact cannot yet be assessed.
- The company remains an emerging growth company and smaller reporting company, so reduced disclosure requirements apply.
Overall, the filing is limited to extending a key deadline. While it keeps the deal alive, it also underscores continued uncertainties that could materially influence Longevity Health’s strategy, valuation and warrant pricing.
Longevity Health Holdings (Nasdaq: XAGE; warrants: XAGEW) filed a Form 8-K announcing Amendment No. 1 to its April 11 2025 Merger Agreement with 20/20 Biolabs.
- The amendment extends the Due Diligence Contingency Deadline to July 8 2025.
- If not further extended, the agreement will automatically terminate on July 8 2025.
- No other economic or structural terms were changed; Biolabs would become a wholly-owned subsidiary upon closing.
- Filed under Item 1.01; full text appears as Exhibit 2.1.
The report contains extensive forward-looking statements on regulatory approvals, integration, Nasdaq compliance and cost risks. Investors should watch for additional filings before the new deadline.
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