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Longevity Health Holdings, Inc. (XAGE) added a new disclosure to its existing prospectus for 44,382 shares of common stock by incorporating a recent financing in which it issued a 10% Senior Secured Convertible Note with an original principal amount of $416,667 to Puritan Partners LLC for $375,000 in cash proceeds. The note matures on February 29, 2028, pays 10% annual interest in cash monthly, and is convertible into common stock at a fixed price of $0.50 per share, or, at the holder’s election when the market trades lower, at 80% of the average closing prices over the prior five trading days.
The company states that, assuming conversion of all notes and accrued interest through maturity based on recent trading prices, it may need to issue up to 2,690,455 shares of common stock, 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 Longevity Health and its subsidiaries, which also provide guarantees and an Affidavit of Confession of Judgment, and the company agrees to register the resale of conversion shares and to reserve at least four times the maximum conversion shares from its authorized but unissued stock.
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. (XAGEW) updates its June 5, 2024 resale prospectus covering 44,382 shares of common stock by incorporating a new Form 8-K describing recent financing activity.
On August 31, 2026, the company issued a 10% Senior Secured Convertible Note with an original principal amount of $416,667 (10% original issue discount) to Puritan Partners LLC for a purchase price of $375,000, maturing on February 29, 2028. The note is convertible 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 five trading days before conversion, subject to a 4.99% (up to 9.99%) Beneficial Ownership Limitation. The company discloses it may need to issue up to 2,690,455 shares upon conversion of principal and interest on the notes and has agreed to reserve at least four times the maximum shares required for conversion.
The note is secured by a first‑priority lien on substantially all assets of the company and its subsidiaries, which have guaranteed the obligations, and is subject to default premiums of 115% (or 125% for certain defaults) of outstanding principal plus accrued amounts. The securities were sold in a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D, with the company agreeing to seek registration for resale of the conversion shares.
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. reported continued operating losses and severe liquidity pressure for the period ended June 30, 2026. Net sales were $787,755 for the first six months of 2026, down from $1,013,965 a year earlier, and the company recorded a net loss of $3,315,003. Gross profit was $472,561, while operating expenses fell meaningfully to $2,525,203 as management reduced selling, R&D, and G&A costs.
Cash and cash equivalents were only $35,471 with a working capital deficit of $8,881,397, negative operating cash flow of $709,172, and total liabilities of $9,754,695 versus total assets of $1,055,248. The company disclosed that these conditions raise substantial doubt about its ability to continue as a going concern and stated it will need additional debt or equity financing or cash-flow-generating acquisitions.
During 2026, Longevity completed a private placement of 689,656 shares for net proceeds of $190,001 and entered into a Shopify revolving facility, with $45,202 outstanding at quarter-end. After period-end, it settled litigation with Puritan Partners LLC by issuing $2,350,000 in new Senior Secured Convertible Notes bearing 10% interest and convertible at $0.50 per share, further leveraging the balance sheet.
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, Inc. received a new strategic investor and leader as International Capital Partners LLC, controlled by Janakiram (Ajjarapu) J. Ram, acquired 689,656 shares of common stock at $0.29 per share, for a total of $200,000.24, under a Stock Purchase Agreement.
This stake represents 27.9% of the company’s common stock, based on 2,475,321 shares outstanding as of March 16, 2026. In connection with the purchase, Ajjarapu was appointed Chief Executive Officer, Chairman of the Board, and a Class III director effective March 16, 2026, giving him significant influence over both ownership and management. The agreement also requires the company to file a resale registration statement to cover potential future sales of these shares.
Longevity Health Holdings, Inc. director and Chief Executive Officer Ajjarapu J. Ram reported an indirect open-market purchase of 689,656 shares of Common Stock at $0.29 per share. The shares are held through International Capital Partners LLC, and total indirect holdings reported after the transaction are 689,656 shares. A footnote states that the reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest.
Longevity Health Holdings, Inc. director and Chief Executive Officer J. Ram Ajjarapu filed an initial Form 3 reporting indirect ownership of 689,656 shares of Common Stock of XAGE. These shares are held through International Capital Partners LLC, and he disclaims beneficial ownership except for his pecuniary interest.