XAGE 10-Q

Longevity Health Holdings, Inc. (XAGE)

10-Q 2026-08-14 For: 2026-06-30

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Added on August 14, 2026

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		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Unaudited Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Stockholders’ Deficit	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Unaudited Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30

Signatures		31

	*June 30,*			*December 31,*
	*2026*			*2025*
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	35,471		$	706,740
Accounts receivable, net		19,546			36,500
Inventory, net		606,668			963,028
Prepaid expenses		50,031			243,823
Total current assets		711,716			1,950,091
Operating lease right of use asset		255,193			300,221
Property and equipment, net of accumulated depreciation of $801,887 and $775,783, respectively		75,517			101,621
Intangible assets, net of accumulated amortization of $57,924 and $55,652, respectively		12,822			15,094
Total assets	$	1,055,248		$	2,367,027

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	5,039,806		$	4,494,923
Accrued expenses and other liabilities		2,042,944			1,843,464
Contingent liability		2,350,000			1,175,845
Loans payable		61,298			189,939
Operating lease liability		99,065			95,193
Earnout liabilities		—			49,153
Consideration payable		—			67,742
Total current liabilities		9,593,113			7,916,259
Long-term liabilities:
Earnout liabilities, net of current portion		—			102,896
Operating lease liability, net of current portion		161,582			214,745
Total liabilities		9,754,695			8,233,900

Commitments and contingencies (see Note 9)

Stockholders’ deficit:
Series A convertible voting preferred stock, $0.0001 par value; 4,243 shares authorized, -0- shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		—			—
Common stock, $0.0001 par value; 250,000,000 shares authorized, 2,475,321 and 1,781,738 shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively		247			178
Additional paid-in capital		70,392,253			69,909,893
Accumulated deficit		(79,091,947	)		(75,776,944	)
Total stockholders’ deficit		(8,699,447	)		(5,866,873	)
Total liabilities and stockholders’ deficit	$	1,055,248		$	2,367,027

	*Three Months Ended June 30,*						*Six Months Ended June 30,*
	*2026*			*2025*			*2026*			*2025*
Gross sales	$	444,967		$	535,978		$	869,357		$	1,070,921
Discounts and allowances		(48,976	)		(32,366	)		(81,602	)		(56,956	)
Net sales		395,991			503,612			787,755			1,013,965
Cost of sales		160,455			200,954			315,194			441,484
Gross profit		235,536			302,658			472,561			572,481

Operating expenses:
Selling and marketing		191,438			345,505			462,075			626,054
Research and development		73,351			228,606			128,839			425,518
General and administrative		681,559			1,564,967			1,905,913			2,840,128
Depreciation and amortization of intangible assets		13,338			22,184			28,376			46,136
Total operating expenses		959,686			2,161,262			2,525,203			3,937,836

Loss from operations		(724,150	)		(1,858,604	)		(2,052,642	)		(3,365,355	)

Other income (expense):
Other income		89			4,357			949			10,234
Interest expense		(2,153	)		(2,561	)		(5,603	)		(7,554	)
Change in fair value of earnout liabilities		55,996			(29,630	)		152,049			(29,630	)
Inventory write-down		(38,917	)		—			(235,601	)		—
Loss on litigation settlement		(1,174,155	)		—			(1,174,155	)		—
Total other income (expense)		(1,159,140	)		(27,834	)		(1,262,361	)		(26,950	)

Loss from operations before income taxes		(1,883,290	)		(1,886,438	)		(3,315,003	)		(3,392,305	)

Income tax expense		—			—			—			—

Net loss	$	(1,883,290	)	$	(1,886,438	)	$	(3,315,003	)	$	(3,392,305	)

Net loss per common share - basic and diluted:	$	(0.76	)	$	(1.56	)	$	(1.51	)	$	(3.08	)

Weighted average of common shares outstanding - basic and diluted		2,475,321			1,209,809			2,189,205			1,101,174

	Common Stock				Additional Paid-in		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance at March 31, 2026		2,475,321	$	247	$	70,313,494	$	(77,208,657	)	$	(6,894,916	)
Stock-based compensation expense		—		—		78,759		—			78,759
Net loss		—		—		—		(1,883,290	)		(1,883,290	)
Balance at June 30, 2026		2,475,321	$	247	$	70,392,253	$	(79,091,947	)	$	(8,699,447	)


Balance at March 31, 2025		1,004,117	$	100	$	66,572,144	$	(70,377,529	)	$	(3,805,285	)
Common Stock issued, net of costs		479,621		48		1,759,818		—			1,759,866
Stock-based compensation expense		—		—		194,323		—			194,323
Net loss		—		—		—		(1,886,438	)		(1,886,438	)
Balance at June 30, 2025		1,483,738	$	148	$	68,526,285	$	(72,263,967	)	$	(3,737,534	)


Balance at January 1, 2026		1,781,738	$	178	$	69,909,893	$	(75,776,944	)	$	(5,866,873	)
Common Stock issued, net of costs		689,656		69		189,932		—			190,001
Common Stock issued for Elevai Acquisition		3,927		—		67,742		—			67,742
Stock-based compensation expense		—		—		224,686		—			224,686
Net loss		—		—		—		(3,315,003	)		(3,315,003	)
Balance at June 30, 2026		2,475,321	$	247	$	70,392,253	$	(79,091,947	)	$	(8,699,447	)


Balance at January 1, 2025		696,969	$	70	$	64,158,930	$	(68,871,662	)	$	(4,712,662	)
Common Stock issued, net of costs		748,461		74		3,397,402		—			3,397,476
Common Stock issued for Elevai Acquisition		38,308		4		660,801		—			660,805
Stock-based compensation expense		—		—		309,152		—			309,152
Net loss		—		—		—		(3,392,305	)		(3,392,305	)
Balance at June 30, 2025		1,483,738	$	148	$	68,526,285	$	(72,263,967	)	$	(3,737,534	)

	●	Equipment – 5-7 years
	●	Leasehold improvements – The lesser of 10 years or the remaining life of the lease
	●	Furniture and fixtures – 7 years

	●	Identification of the contract with a customer
	●	Identification of the performance obligations in the contract
	●	Determination of the transaction price
	●	Allocation of the transaction price to the performance obligations in the contract
	●	Recognition of revenue when, or as, the Company satisfies a performance obligation

	●	Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
	●	Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
	●	Level 3 - Inputs are unobservable inputs that reflect the reporting entity’s assumptions on the assumptions the market participants would use to price the asset or liability based on the best available information.

	*June 30, 2026*				*December 31, 2025*				*Fair Value*
	*Carrying Value*		*Estimated Fair Value*		*Carrying Value*		*Estimated Fair Value*		*Input Hierarchy*
Money market accounts	$	25,023	$	25,023	$	25,689	$	25,689	Level 1
Earnout liabilities		—		—		152,049		152,049	Level 3

	*June 30,*
Earnout Liabilities:	*2026*			*2025*
Balance, beginning of year	$	152,049		$	—
Initial recognition		—			301,633
Change in fair value		(152,049	)		29,630
Balance, end of period	$	—		$	331,263

Common Stock - 38,308 shares issued	$	660,805
Common Stock - 3,927 shares withheld		67,742
Earnout liabilities		301,633
Estimated costs related to acquisition		150,000
Total estimated value of consideration transferred	$	1,180,180

Accounts receivable	$	76,555
Inventory		1,286,139
Prepaid expenses and deposits		94,567
Right of use asset		51,721
Property and equipment		47,618
Total assets		1,556,600
Accounts payable		309,974
Customer deposits		13,806
Operating lease liability		52,640
Net assets to be acquired	$	1,180,180

	June 30,		December 31,
	2026		2025
Raw materials	$	331,070	$	441,786
Work-in-process		16,044		4,377
Finished goods		259,554		516,865
Total	$	606,668	$	963,028

	●	Shares subject to 2009 Plan or 2023 Plan awards that expire, terminate, or are canceled or forfeited for any reason;
	●	Shares that are withheld to satisfy the exercise price of an option issued under the 2009 Plan or 2023 Plan;
	●	Shares that are withheld to satisfy tax withholding obligations related to any award under the 2009 Plan or 2023 Plan; and
	●	Shares that are subject to a stock appreciation right that are not delivered on exercise or settlement.

	*Number of Shares Issuable on Exercise*		*Weighted Average Exercise Price*		*Weighted Average Remaining Contractual Life in Years*		*Aggregate Intrinsic Value*
Outstanding, December 31, 2025		447,673	$	107.03		3.53	$	—
Issued		—		—		—		—
Exercised		—		—		—		—
Outstanding, June 30, 2026		447,673	$	107.03		3.03	$	—
Exercisable, June 30, 2026		447,673	$	107.03		3.03	$	—

	*June 30,*	*December 31,*
	*2026*	*2025*
Discount rate	21%	21%
Probability of milestone achievement	0%	100%
Expected term (in years)	0.50	1.00

	*June 30,*		*December 31,*
	*2026*		*2025*
Discount rate		21%		21%
Probability of milestone achievement		0%		25%
Expected term (in years)		0.54		1.04

	Six Months Ended June 30,									%
	2026			2025			Change			Change
Net cash used in operating activities	$	(709,172	)	$	(1,589,143	)	$	879,971			(55%	)
Net cash used in investing activities		—			(165,000	)		165,000			(100%	)
Net cash provided by financing activities		37,903			3,148,203			(3,110,300	)		(99%	)

	Longevity Health Holdings, Inc.

Date: August 14, 2026	By:	/s/ Janakiram Ajjarapu
		Name: Janakiram Ajjarapu
		Title: Chairman and Chief Executive Officer

	Longevity Health Holdings, Inc.

Date: August 14, 2026	By:	/s/ Bryan J. Cassaday
		Name: Bryan J. Cassaday
		Title: Chief Financial Officer

	*Number of Shares Issuable on Exercise*			*Weighted Average Exercise Price*		*Weighted Average Remaining Life in Years*		*Aggregate Intrinsic Value*
Outstanding, December 31, 2025		102,879		$	39.98		8.26	$	—
Granted		—			—		—		—
Forfeitures		(60,668	)		33.73		—		—
Outstanding, June 30, 2026		42,211		$	48.95		6.95	$	—
Vested/Exercisable, June 30, 2026		28,295		$	57.22		6.43	$	—

	Three Months Ended June 30,									% Change
	2026			2025			Change			% Change
	(unaudited)
Gross sales	$	444,967		$	535,978		$	(91,011	)		(17	%)
Discounts and allowances		(48,976	)		(32,366	)		(16,610	)		51	%
Net sales		395,991			503,612			(107,621	)		(21	%)
Cost of sales		160,455			200,954			(40,499	)		(20	%)
Gross profit		235,536			302,658			(67,122	)		(22	%)
Operating expenses:
Selling and marketing		191,438			345,505			(154,067	)		(45	%)
Research and development		73,351			228,606			(155,255	)		(68	%)
General and administrative		681,559			1,564,967			(883,408	)		(56	%)
Depreciation and amortization of intangibles		13,338			22,184			(8,846	)		(40	%)
Total operating expenses		959,686			2,161,262			(1,201,576	)		(56	%)
Loss from operations		(724,150	)		(1,858,604	)		1,134,454			(61	%)
Other income (expenses), net		(1,159,140	)		(27,834	)		(1,131,306	)		4,064	%
Loss from continuing operations before income taxes		(1,883,290	)		(1,886,438	)		3,148			(0	%)
Income tax benefit		—			—			—			0	%
Net loss	$	(1,883,290	)	$	(1,886,438	)	$	3,148			(0	%)

Exhibit		Description
10.1		Settlement Agreement, dated August 13, 2026, by and among Longevity Health Holdings, Inc., Carmell Regen Med Corporation, and Puritan Partners LLC. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2026).
10.2		10% Senior Secured Convertible Note due February 13, 2028, in the original principal amount of $1,250,000, issued by Longevity Health Holdings, Inc. to Puritan Partners LLC, dated August 13, 2026 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2026).
10.3		10% Senior Secured Convertible Note due February 13, 2028, in the original principal amount of $1,100,000, issued by Longevity Health Holdings, Inc. to Puritan Partners LLC, dated August 13, 2026 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2026).
10.4		Securities Purchase Agreement, dated August 13, 2026, by and among Longevity Health Holdings, Inc., Carmell Regen Med Corporation, and Puritan Partners LLC. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2026).
10.5		Amended and Restated Security Agreement, dated August 13, 2026, by and among Longevity Health Holdings, Inc., certain of its subsidiaries, and Puritan Partners LLC. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2026).
10.6		Amended and Restated Intellectual Property Security Agreement, dated August 13, 2026, by and among Longevity Health Holdings, Inc., certain of its subsidiaries, and Puritan Partners LLC. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2026).
10.7		Subsidiary Guarantee dated August 13, 2026, by Carmell Regen Med Corporation and Carmell Cosmetics Corporation in favor of Puritan Partners LLC. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2026).
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101 INS		Inline XBRL Instance Document.
101.SCH		Inline Schema Document.
101 CAL		Inline XBRL Calculation Linkbase Document.
101 DEF		Inline XBRL Definition Linkbase Document.
101 LAB		Inline XBRL Label Linkbase Document.
101 PRE		Inline XBRL Presentation Linkbase Document.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101).