Longevity Health Holdings, Inc 10-K for FY2023

Longevity Health Holdings, Inc. (XAGE)

10-K 2024-04-01 For: 2023-12-31

Added on April 06, 2026

About this 10-K

Longevity Health Holdings, Inc filed this 10-K on April 1, 2024, covering the fiscal year ended December 31, 2023 (FY2023).

Headline figures

Fiscal year ended December 31, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $15.45M; compared with a net loss of $9.05M a year earlier
Diluted EPS: -$1.46; compared with -$5.47 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


Delaware	86-1645738
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2403 Sidney Street, Suite 300 Pittsburgh, Pennsylvania	15203
(Address of principal executive offices)	(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CTCX	The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	CTCXW	The Nasdaq Stock Market LLC


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒


		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	31
Item 1C.	Cybersecurity	31
Item 2.	Properties	32
Item 3.	Legal Proceedings	32
Item 4.	Mine Safety Disclosures	32

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	33
Item 6.	[Reserved]	33
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 8.	Financial Statements and Supplementary Data	40
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	72
Item 9A.	Controls and Procedures	72
Item 9B.	Other Information	72
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	72

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	73
Item 11.	Executive Compensation	73
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	73
Item 13.	Certain Relationships and Related Transactions, and Director Independence	73
Item 14.	Principal Accounting Fees and Services	73

PART IV
Item 15.	Exhibits, Financial Statement Schedules	74
Item 16.	Form 10-K Summary	76


	For the year ended December 31,
	2023			2022			Change
Operating expenses:
Research and development	$	2,497,218		$	2,196,063		$	301,155
General and administrative		2,622,945			3,217,280			(594,335	)
Depreciation and amortization of intangibles		97,113			94,298			2,815
Restructuring charges		726,280			—			726,280
Total operating expenses		5,943,556			5,507,641			435,915
Loss from operations		(5,943,556	)		(5,507,641	)		(435,915	)
Other (expenses) income, net		(10,261,696	)		(3,543,693	)		(6,718,003	)
Net loss from continuing operations before taxes	$	(16,205,252	)	$	(9,051,334	)	$	(7,153,918	)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Year Ended December 31,
	2023			2022			Change
Net cash used in operating activities	$	(8,348,208	)	$	(3,428,707	)	$	(4,919,501	)
Net cash used in investing activities		(30,470	)		(7,164	)		(23,306	)
Net cash provided by financing activities		11,162,990			3,551,658			7,611,332


	December 31,
	2023			2022
ASSETS
Current assets:
Cash	$	2,912,461		$	128,149
Prepaid expenses		761,271			55,069
Forward purchase agreement		5,700,451			—
Assets available for sale		53,321,372			—
Income taxes receivable		204,559			—
Deferred offering costs		—			394,147
Other current assets		—			28,175
Total current assets		62,900,114			605,540
Property and equipment, net of accumulated depreciation of $622,714 and $530,116, respectively		192,846			254,974
Operating lease right of use asset		831,656			859,331
Intangible assets, net of accumulated amortization of $46,560 and $42,044, respectively		24,187			28,702
Total assets	$	63,948,803		$	1,748,547

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	4,417,234		$	2,138,732
Accrued interest		1,175,845			477,720
Accrued expenses and other liabilities		1,595,434			944,573
Loans payable		1,288,598			—
Operating lease liability		150,136			129,502
Liabilities available for sale		29,874,831			—
Convertible notes payable		—			2,777,778
Derivative liabilities		—			826,980
Total current liabilities		38,502,078			7,295,285
Long-term liabilities:
Operating lease liability, net of current portion		697,715			827,728
Total liabilities		39,199,793			8,123,013

Commitments and contingencies (see Note 10)

Mezzanine equity:
Series C-1 Preferred Stock, $0.001 par value; -0- and 3,436,863 shares authorized; -0- and 426,732 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively		—			772,028
Series C-2 Preferred Stock, $0.001 par value; -0- and 6,011,960 shares authorized; -0- and 5,857,512 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively		—			15,904,275
Series B Preferred stock, $0.001 par value; -0- and 2,893,515 shares authorized; -0- and 2,824,881 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively		—			7,025,434
Series A Preferred stock, $0.001 par value; -0- and 2,010,728 shares authorized, issued and outstanding as of December 31, 2023 and December 31, 2022, respectively		—			7,714,336

Stockholders’ equity (deficit):
Series A convertible voting preferred stock, $0.001 par value; 4,243 and -0- shares authorized, issued and outstanding at December 31, 2023, and December 31, 2022, respectively	1				—
Common stock, $0.0001 and $.001 par value, 250,000,000 and 240,000,000 shares authorized, and 23,090,585 and 896,580 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively		2,309			897
Additional paid-in capital		83,250,101			4,590,855
Accumulated deficit		(58,503,401	)		(42,382,291	)
Total stockholders’ equity (deficit)		24,749,010			(37,790,539	)
Total liabilities, mezzanine equity and stockholders’ equity (deficit)	$	63,948,803		$	1,748,547


	Series A Preferred Stock				Common Stock						Treasury Stock						Additional Paid-in			Accumulated
	Shares		Amount		Shares			Amount			Shares			Amount			Capital			Deficit			Total
Balance at January 1, 2022		—	$	—		2,274,373		$	2,275			—		$	—		$	3,195,135		$	(32,774,456	)	$	(29,577,046	)
Accrued Series A preferred stock dividend		—		—		—			—			—			—			—			(307,927	)		(307,927	)
Accrued Series C-1 preferred stock dividend		—		—		—			—			—			—			—			(9,470	)		(9,470	)
Accrued Series C-2 preferred stock dividend		—		—		—			—			—			—			—			(239,104	)		(239,104	)
Issuance of common stock for service		—		—		12,534			12			—			—			26,465			—			26,477
Exercise of common stock purchase warrants		—		—		20,940			21			—			—			37,405			—			37,426
Warrants issued in connection with notes		—		—		—			—			—			—			409,483			—			409,483
Warrants issued in connection with Series C-1 Preferred Stock		—		—		—			—			—			—			312,088			—			312,088
Repurchase of common stock		—		—		—			—			(1,411,825	)		(2,294	)		—			—			(2,294	)
Cancellation of common stock		—		—		(1,411,825	)		(1,412	)		1,411,825			2,294			(882	)		—			—
Exercise of common stock option		—		—		558			1			—			—			1,270			—			1,271
Stock-based compensation expense		—		—		—			-			—			—			609,891			—			609,891
Net loss		—		—		—			-			—			—			—			(9,051,334	)		(9,051,334	)
Balance at December 31, 2022		—		—		896,580			897			—			—			4,590,855			(42,382,291	)		(37,790,539	)

Accrued Series A preferred stock dividend		—		—		—			—			—			—			—			(164,510	)		(164,510	)
Accrued Series C-1 preferred stock dividend		—		—		—			—			—			—			—			(40,551	)		(40,551	)
Accrued Series C-2 preferred stock dividend		—		—		—			—			—			—			—			(470,962	)		(470,962	)
Exercise of common stock options		—		—		21,158			21			—			—			41,052			—			41,073
Warrants issued in connection with notes		—		—		—			—			—			—			55,062			—			55,062
Change in par value of Common Stock		—		—					(827	)		—			—			827			—			—
Business Combination with Alpha, net of transaction costs		—		—		18,302,510			1,830			—			—			55,992,222			—			55,994,052
Common stock issued to convertible noteholder at Merger		—		—		25,000			3			—			—			249,997			—			250,000
Common and Series A preferred stock issued at AxoBio Acquisition		4,243		1		3,845,337			385			—			—			21,652,404			—			21,652,790
Stock-based compensation expense		—		—		—			—			—			—			667,682			—			667,682
Net loss		—		—		—			—			—			—			—			(15,445,087	)		(15,445,087	)
Balance at December 31, 2023		4,243	$	1		23,090,585		$	2,309			—		$	—		$	83,250,101		$	(58,503,401	)	$	24,749,010



	2023			2022
Cash flows from operating activities:
Net loss from continuing operations attributable to common stockholders	$	(16,205,252	)	$	(9,051,334	)
Discontinued operations, net of tax		760,165			—
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		667,682			636,368
Depreciation and amortization of intangible assets		97,113			94,298
Amortization of right of use assets		27,675			148,258
Amortization of debt discount		35,513			2,044,241
Change in fair value of forward purchase agreement		10,268,130			—
Change in fair value of derivative liabilities		(826,980	)		(1,259,287	)
Non-cash interest expense		250,000			—
Loss on extinguishment of debt		—			1,064,692
Interest recognized upon default		—			555,556
Changes in operating assets and liabilities:
Prepaid expenses		(659,927	)		(55,069	)
Assets available for sale		18,938,353			—
Income taxes receivable		(204,559	)		—
Other current assets		28,175			(28,175	)
Accounts payable		(449,873	)		1,059,946
Accrued expenses and other liabilities		570,221			429,790
Lease liability		(257,720	)		(124,840	)
Accrued interest - related and third-party		(109,379	)		1,056,849
Liabilities available for sales		(20,732,104	)		—
Income tax payable		(545,441	)		—
Net cash used in operating activities		(8,348,208	)		(3,428,707	)

Cash flows from investing activities:
Purchases of property and equipment		(30,470	)		(7,164	)
Net cash used in investing activities		(30,470	)		(7,164	)

Cash flows from financing activities:
Gross proceeds from Business Combination		30,951,174			—
Transaction costs paid in connection with the Business Combination		(951,898	)		—
Cash transferred in connection with Forward Purchase Agreement		(17,535,632	)		—
Proceeds from common stock option exercises		41,073			1,271
Proceeds from issuance of loans and related warrants		1,859,980			—
Payment of loans		(551,833	)		—
Payment of convertible notes		(2,649,874	)		—
Proceeds from convertible notes		—			2,745,974
Issuance of Series C-1 preferred stock		—			1,064,317
Repurchase of common stock		—			(2,294	)
Payment of debt financing fee		—			(382,222	)
Payment of offering costs		—			(20,332	)
Proceeds from warrant exercise		—			144,944
Net cash provided by financing activities		11,162,990			3,551,658

Net increase in cash		2,784,312			115,787
Cash - beginning of the period		128,149			12,362
Cash - end of the period	$	2,912,461		$	128,149


	2023		2022
Supplemental cash flow information:
Interest paid	$	283,526	$	92,593
Income tax paid		750,000		—

Non-cash financing activity:
Net assets acquired in AxoBio Acquisition		43,135,082		—
Earnout liability and deferred consideration payable in connection with AxoBio Acquisition		21,482,292		—
Issuance of Series A preferred stock and common stock in connection with AxoBio Acquisition		21,652,790		—
Accrued Series A preferred stock dividends		164,510		307,926
Accrued Series C-1 preferred stock dividends		40,551		9,470
Accrued Series C-2 preferred stock dividends		470,962		239,104
Debt discount recorded in connection with loans payable		55,062		—
Conversion of common stock and preferred stock in connection with the Business Combination		32,092,096		—
Conversion of convertible notes and accrued notes to Series C-2 preferred stock		—		15,665,171
Warrants issued in connection with convertible notes		—		409,483
Warrants issued in connection with Series C-1 preferred stock		—		312,088
Initial recognition of derivative liabilities		—		1,321,860


Balance as of January 1, 2023	$	—
AxoBio Acquisition		19,188,278
Balance as of December 31, 2023	$	19,188,278



	December 31, 2023				December 31, 2022				Fair Value
	Carrying		Estimated		Carrying		Estimated		Input
	Value		Fair Value		Value		Fair Value		Hierarchy
Forward purchase agreement	$	5,700,451	$	5,700,451	$	—	$	—	Level 3
SBA Loan		1,505,070		1,498,000		—		—	Level 2
Derivative liabilities		—		—		826,980		826,980	Level 3


	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	Forward Purchase Agreement			Derivative Liabilities			Earnout Liabilities
Balance, beginning of year	$	—		$	826,980		$	—
Initial recognition		15,968,581			—			13,482,292
Change in fair value		(10,268,130	)		(826,980	)		38,093
Balance, end of period	$	5,700,451		$	—		$	13,520,385


	December 31, 2022
Stock price	$	2.60
Expected term (years)		0.04
Volatility		55.1	%
Risk-free interest rate		4.38	%
Probability of Qualified Financing or IPO		50.00	%
Probability of a Change in Control Event		10.00	%


	Year ended December 31,
	2023			2022
Revenue included in discontinued operations in the consolidated statements of operations	$	4,456,816		$	-
Add: AxoBio revenue not reflected in the consolidated statements of operations		26,020,319			39,896,998
Unaudited pro forma revenue	$	30,477,135		$	39,896,998

	Year ended December 31,
	2023			2022
Net loss from consolidated statements of operations	$	(15,445,087	)	$	(9,051,334	)
Add: AxoBio net income (loss) not reflected in the consolidated statements of
operations, less pro forma adjustments described below (1)		950,126			(7,949,016	)
Unaudited pro forma net loss	$	(14,494,961	)	$	(17,000,350	)


	December 31,
	2023						2022
	Continuing Operations			Discontinued Operations			Continuing Operations
Lab equipment	$	696,648		$	216,210		$	666,178
Leasehold improvements		115,333			—			115,333
Furniture and fixtures		3,580			30,057			3,579
		815,561			246,267			785,090
Less: accumulated depreciation		(622,715	)		(182,883	)		(530,116	)
Property and equipment, net	$	192,846		$	63,384		$	254,974


	Amortization Period	Gross Carrying Value		Accumulated Amortization		Net Book Value
Continuing operations:
Patents	16 years	$	70,746	$	46,559	$	24,187

Discontinued operations:
Customer contracts	20 years	$	12,170,000	$	337,313	$	11,832,687
Trade name	7 years		2,220,000		132,143		2,087,857
Intellectual property	7 years		8,870,000		527,976		8,342,024
		$	23,260,000	$	997,432	$	22,262,568


Common Stock - 3,845,337 shares	$	11,270,683
Series A Convertible Voting Preferred Stock - 4,243 shares		10,382,107
Earnout		13,482,292
Deferred Consideration		8,000,000
Total estimated value of consideration transferred	$	43,135,082


Total estimated value of consideration transferred	$	43,135,082
Cash and cash equivalents		662,997
Accounts receivable		18,296,000
Prepaid expenses		170,604
Inventories		10,600,000
Property and equipment		81,846
Intangible assets		23,260,000
Total assets		53,071,447
Accounts payable		12,767,909
Accrued interest		146,829
Other accrued expenses		1,390,278
Loan payable		1,498,000
Related party loans		5,610,000
Deferred tax liabilities		7,711,627
Net assets to be acquired		23,946,804
Goodwill	$	19,188,278


	Continuing Operations		Discontinued Operations
2024	$	4,528	$	2,648,741
2025		4,516		2,679,576
2026		4,516		2,715,903
2027		4,090		2,690,449
2028		2,451		2,622,896
Thereafter		4,086		8,905,003
	$	24,187	$	22,262,568


	Operating
Fiscal Year	Leases
2024	$	204,930
2025		204,930
2026		204,930
2027		204,930
2028		204,930
Total future minimum annual lease payments		1,024,650
Less: Imputed interest		(176,799	)
Present value of lease liabilities	$	847,851


	Authorized		Issued and Outstanding		Carrying Value		Liquidation Preference		Issuance Price
Series A convertible preferred stock		2,010,728		2,010,728	$	7,714,336	$	7,714,336	$	2.19
Series B convertible preferred stock		2,893,515		2,824,881		7,025,434		7,025,434		2.49
Series C-1 convertible preferred stock		3,436,863		426,732		772,028		772,028		2.54
Series C-2 convertible preferred stock		6,011,960		5,857,512		15,904,275		15,904,275		2.15


					Weighted
					Average
			Weighted		Remaining
			Average		Contractual	Aggregate
	Number of		Exercise		Life in	Intrinsic
	Warrants		Price		Years	Value
Outstanding and exercisable, December 31, 2022		644,980	$	2.08	5.03	$	—
Warrants issued		16,489		14.20
Public Warrants assumed in Business Combination		3,976,985		11.50
Outstanding and exercisable, December 31, 2023		4,638,454	$	10.20	4.62	$	1,382,919


	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Life in Years		Aggregate Intrinsic Value
Outstanding, December 31, 2022		2,235,313		$	2.12		8.07	$	1,083,492
Granted		1,504,638			2.92
Exercised		(21,158	)		1.94
Expired/Cancelled		(2,029,028	)		2.21
Outstanding, December 31, 2023		1,689,765		$	2.72		9.00	$	1,850,397
Vested/Exercisable, December 31, 2023		283,438		$	2.06		6.18	$	496,063


Expected volatility		70% - 76%
Expected term of option		6.0 - 7.0
Range of risk-free interest rate		3.6% -3.8%
Dividend yield		0%


10.19		Non-Redemption Agreement, dated July 9, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2023).
14.1#*		Carmell Corporation Code of Business Conduct and Ethics
21.1*		Subsidiaries of Carmell Corporation.
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.
97.1*		Carmell Corporation Compensation Recovery Policy
Exhibit 101:
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document


	Carmell Corporation

Date: April 1, 2024	By:	/s/ Rajiv Shukla
		Name: Rajiv Shukla
		Chief Executive Officer and Chairman
		(Principal Executive Officer)
	Carmell Corporation

Date: April 1, 2024	By:	/s/ Bryan J. Cassaday
		Name: Bryan J. Cassaday
		Chief Financial Officer
		(Principal Financial and Accounting Officer)


Name	Title	Date

/s/ Rajiv Shukla	Chief Executive Officer and Chairman	April 1, 2024
Rajiv Shukla	(Principal Executive Officer)

/s/ Bryan Cassaday	Chief Financial Officer	April 1, 2024
Bryan Cassaday	(Principal Financial and Accounting Officer)

/s/ David Anderson	Director	April 1, 2024
David Anderson

/s/ Scott Frisch	Director	April 1, 2024
Scott Frisch

/s/ Kathryn Gregory	Director	April 1, 2024
Kathryn Gregory

/s/ Gilles Spenlehauer	Director	April 1, 2024
Gilles Spenlehauer

/s/ Patrick Sturgeon	Director	April 1, 2024
Patrick Sturgeon

/s/ Richard Upton	Director	April 1, 2024
Richard Upton


	·	diverting to himself or herself or to others any opportunities that are discovered through the use of the Company’s property or information or as a result of his or her position with the Company unless such opportunity has first been presented to, and rejected by, the Company;
	·	using the Company’s property or information or his or her position for improper personal gain; or
	·	competing with the Company.


Name	State of Incorporation
Carmell Regen Med Corporation (a wholly-owned subsidiary of the registrant)	Delaware
Carmell Cosmetics Corporation (a wholly-owned subsidiary of the registrant)	Delaware
Axolotl Biologix, LLC (a wholly-owned subsidiary of the registrant)	Delaware


Date: April 1, 2024	By:	/s/ Bryan J. Cassaday
		Bryan J. Cassaday
		Chief Financial Officer