Longevity Health Holdings, Inc 10-Q for FY2025 Q3
Longevity Health Holdings, Inc. (XAGE)
About this 10-Q
Longevity Health Holdings, Inc filed this 10-Q on November 14, 2025, covering the quarter ended September 30, 2025 (FY2025 Q3).
Headline figures
Quarter ended September 30, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $425.86K
- up 1975.5% from $20.52K a year earlier
- Net loss
- $1.43M
- compared with a net loss of $2.88M a year earlier
- Diluted EPS
- -$0.83
- compared with -$4.13 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of November 12, 2025, the registrant had
Table of Contents
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PART I. |
FINANCIAL INFORMATION |
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Item 1. |
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1 |
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Notes to Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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PART II. |
OTHER INFORMATION |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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i
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
LONGEVITY HEALTH HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, |
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December 31, |
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2025 |
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2024 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash |
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Accounts receivable |
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Inventory |
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Prepaid expenses |
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Deferred offering costs |
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Income taxes receivable |
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Total current assets |
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Operating lease right of use asset |
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Property and equipment, net of accumulated depreciation of $ |
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Intangible assets, net of accumulated amortization of $ |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued interest |
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Accrued expenses and other liabilities |
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Loans payable |
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Consideration payable |
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Earnout liabilities |
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Operating lease liability |
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Total current liabilities |
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Long-term liabilities: |
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Earnout payable, net of current portion |
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Operating lease liability, net of current portion |
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Total liabilities |
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Stockholders’ deficit: |
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Series A convertible voting preferred stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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Total stockholders’ deficit |
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( |
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Total liabilities and stockholders’ deficit |
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$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
1
LONGEVITY HEALTH HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Three Months Ended September 30, |
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Nine Months Ended September 30, |
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2025 |
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2024 |
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2025 |
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2024 |
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Gross sales |
$ |
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$ |
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$ |
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$ |
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Discounts and allowances |
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Net sales |
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Cost of sales |
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Gross profit |
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Operating expenses: |
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Selling and marketing |
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Research and development |
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General and administrative |
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Depreciation and amortization of intangible assets |
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Total operating expenses |
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Loss from operations |
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( |
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Other income (expense): |
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Other income |
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Interest expense |
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Change in fair value of earnout liabilities |
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Inventory write-down |
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Amortization of debt discount |
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( |
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Loss on forward purchase agreement |
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( |
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( |
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Loss on lease termination |
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( |
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( |
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Total other income (expense) |
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( |
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( |
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Loss from continuing operations before income taxes |
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( |
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Income tax benefit |
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Loss from continuing operations |
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( |
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( |
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( |
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Loss from discontinued operations |
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( |
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Gain on sale of discontinued operations |
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Net loss |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per common share - basic and diluted: |
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Net loss from continuing operations |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Discontinued operations, net of tax |
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Net loss per common share |
$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Weighted average of common shares outstanding - basic and diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
2
LONGEVITY HEALTH HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)
Three and Nine Months Ended September 30, 2025 and 2024
(Unaudited)
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Series A Preferred Stock |
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Common Stock |
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Additional Paid-in |
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Accumulated |
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Shares |
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Amount |
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Shares |
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Amount |
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Capital |
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Deficit |
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Total |
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Balance at June 30, 2025 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Exercise of Common Stock warrants |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
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Balance at September 30, 2025 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Balance at June 30, 2024 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
) |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Balance at September 30, 2024 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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Balance at January 1, 2025 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Common Stock issued, net of costs |
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— |
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— |
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— |
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Common Stock issued/issuable for Elevai Acquisition |
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— |
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— |
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— |
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Exercise of Common Stock warrants |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance at September 30, 2025 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
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$ |
( |
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Balance at January 1, 2024 |
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$ |
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$ |
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$ |
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$ |
( |
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$ |
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Common Stock issued in connection with Notes |
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— |
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— |
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— |
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Stock received from AxoBio Disposition |
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( |
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( |
) |
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( |
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( |
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( |
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— |
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( |
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Common Stock issued, net of costs |
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— |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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— |
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— |
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( |
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( |
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Balance at September 30, 2024 |
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— |
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$ |
— |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
3
LONGEVITY HEALTH HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine Months Ended September 30, 2025 and 2024
(Unaudited)
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2025 |
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2024 |
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Cash flows from operating activities: |
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Net loss from continuing operations |
$ |
( |
) |
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$ |
( |
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Loss from discontinued operations, net of tax |
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— |
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( |
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Gain on sale of discontinued operations |
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— |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Gain on sale of discontinued operations |
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— |
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( |
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Stock-based compensation |
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Depreciation and amortization of intangible assets |
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Amortization of right of use assets |
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Change in fair value of earnout liabilities |
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( |
) |
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— |
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Inventory write-down |
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— |
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Amortization of debt discount |
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— |
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Loss on forward purchase agreement |
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— |
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Changes in operating assets and liabilities: |
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Accounts receivable and other current assets |
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( |
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Inventory |
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( |
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Prepaid expenses |
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Assets available for sale |
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— |
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Accounts payable |
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( |
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( |
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Accrued expenses and other liabilities |
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( |
) |
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Lease liability |
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( |
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( |
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Liabilities available for sale |
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— |
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( |
) |
Net cash used in operating activities |
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( |
) |
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( |
) |
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Cash flows from investing activities |
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Cash paid for Elevai Acquisition transaction costs |
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( |
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— |
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Purchases of property and equipment |
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( |
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— |
|
Cash paid in AxoBio Disposition |
|
— |
|
|
|
( |
) |
Net cash used in investing activities |
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
||
Cash flows from financing activities: |
|
|
|
|
|
||
Proceeds from issuance of Common Stock, net of costs |
|
|
|
|
|
||
Proceeds from exercise of Common Stock warrants |
|
|
|
|
— |
|
|
Repayment of loans |
|
( |
) |
|
|
( |
) |
Net cash provided by financing activities |
|
|
|
|
|
||
|
|
|
|
|
|
||
Net increase (decrease) in cash |
|
|
|
|
( |
) |
|
Cash - beginning of the period |
|
|
|
|
|
||
Cash - end of the period |
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
4
LONGEVITY HEALTH HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
Nine Months Ended September 30, 2025 and 2024
(Unaudited)
|
2025 |
|
|
2024 |
|
||
Supplemental cash flow information: |
|
|
|
|
|
||
Interest paid |
$ |
|
|
$ |
|
||
Income taxes paid |
|
— |
|
|
|
— |
|
|
|
|
|
|
|
||
Non-cash financing activity: |
|
|
|
|
|
||
Fair value of shares issued in Elevai Acquisition |
$ |
|
|
$ |
— |
|
|
Consideration payable |
|
|
|
|
— |
|
|
Earnout liabilities in Elevai Acquisition |
|
|
|
|
— |
|
|
Insurance premium financing agreements |
|
|
|
|
|
||
Fair value of shares received in AxoBio Disposition |
|
— |
|
|
|
|
|
Net assets sold in AxoBio Disposition |
|
— |
|
|
|
|
|
Common Stock issued in connection with conversion of Notes |
|
— |
|
|
|
|
|
Decrease in right of use asset and lease liabilities related to termination of lease |
|
— |
|
|
|
|
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
5
LONGEVITY HEALTH HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS
Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), is a bio-aesthetics company focused on longevity and healthy aging. The Company’s cosmetic skincare and haircare products support skin and hair health and are tailored to meet the demanding technical requirements of professional care providers and discerning retail consumers. The Company sells its products in the United States through three channels, including business-to-business, direct-to-consumer and distributor sales channels. The Company's operations are based in Pittsburgh, Pennsylvania. The Company operates as a single segment, with all of its operations located in the United States.
Reverse Stock Split
On May 12, 2025 (the “Split Effective Time”),
Elevai Acquisition
On January 16, 2025 (the “Closing Date”), the Company completed, through its wholly owned subsidiary, Elevai Skincare, Inc. (formerly Cutis Cura Corporation), a Delaware corporation (the “Buyer”), the acquisition of substantially all of the assets (the “Purchased Assets”), and assumption of certain of the liabilities (the “Assumed Liabilities”), of PMGC Holdings Inc., a Nevada corporation and successor to Elevai Labs Inc., a Delaware corporation (the “Parent”), and PMGC Impasse Corp. (formerly Elevai Skincare, Inc.), a Delaware corporation and a wholly owned subsidiary of the Parent (the “Seller”), related to the Seller’s skincare and haircare business (“Elevai Skincare”), pursuant to an Asset Purchase Agreement, dated as of December 31, 2024 (the “Asset Purchase Agreement”) as detailed in Note 5 (the “Elevai Acquisition”).
Risks and Uncertainties
Economic uncertainty in various global markets caused by political instability and conflicts, such as the ongoing Russia-Ukraine war and the related sanctions imposed against Russia, the regional conflict in the Middle East (including tensions between Israel and Hamas), geopolitical tensions between the United States and China, and the imposition of tariffs and other trade restrictions by the U.S. government and foreign governments and related trade tensions have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability, supply chain interruptions, high levels of inflation and fluctuating interest rates. Our business, financial condition, and results of operations could be materially and adversely affected by further negative impacts on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen.
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The accompanying unaudited condensed consolidated financial statements include all adjustments that are of a normal recurring nature and necessary for the fair presentation of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year.
6
Emerging Growth Company Status
The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.
Use of Estimates
The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. If the underlying estimates and assumptions upon which the unaudited condensed consolidated financial statements are based change in the future, actual amounts may differ from those included in the accompanying unaudited condensed consolidated financial statements.
Elevai Acquisition
The Elevai Acquisition is accounted for as an asset purchase as it did not meet the screening test under GAAP to be considered a business in accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). As such, the Purchased Assets and the Assumed Liabilities are recognized at fair value, with the excess of the fair value of the purchase consideration allocated to the financial assets acquired.
The allocation of the purchase consideration requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed. These estimates are based on information obtained from management of the acquired companies and historical experience. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase consideration for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that the Company has made.
Discontinued Operations
On March 26, 2024, the Company completed the AxoBio Disposition as described in Note 14. In accordance with ASC 205, Presentation of Financial Statements, Discontinued Operations, Other Presentation Matters (“ASC 205”), the assets and liabilities of AxoBio (as defined in Note 14) are classified as available for sale in the accompanying unaudited condensed consolidated balance sheets, and the results of its operations are reported as discontinued operations in the accompanying unaudited condensed consolidated statements of operations.
Segment Reporting
ASC Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their unaudited condensed consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company’s business segments are based on the organizational structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. The Company's , who is its chief operating decision maker, views the Company’s operations and manages its business in
7
Cash and Cash Equivalents
Cash includes cash on hand and demand deposit accounts, and cash equivalents include highly liquid instruments with maturities of three months or less. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits, which potentially subjects the Company to concentrations of credit risk. As of September 30, 2025, the Company had $
Accounts Receivable
Accounts receivable are recorded at the original invoice amount. Receivables are considered past due based on the contractual payment terms. The Company reserves a percentage of its trade receivable balance based on collection history and current economic trends that it expects will impact the level of credit losses over the life of the Company’s receivables. These reserves are re-evaluated on a regular basis and adjusted as needed. Once a receivable is deemed to be uncollectible, such balance is charged against the reserve. The Company had
Inventory
The Company’s inventory consists of raw materials, work-in-process, and finished goods and is stated at the lower of cost or net realizable value. Cost is calculated by applying the average cost method. The Company regularly reviews inventory quantities on hand and writes down to its net realizable value any inventory that it believes to be impaired. Management considers forecast demand in relation to the inventory on hand, the competitiveness of product offerings, market conditions, and product life cycles when determining excess and obsolescence and net realizable value adjustments. The Company had
Deferred Offering Costs
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A, Expenses of Offering. ASC 340-10-S99-1 states that specific incremental costs directly attributable to a proposed or actual offering of equity securities incurred prior to the effective date of the offering may be deferred and charged against the gross proceeds of the offering when the offering occurs. As of December 31, 2024, the Company capitalized deferred offering costs of $
Forward Purchase Agreement
In July 2023, the Company entered into a forward purchase agreement (the “FPA”) with each of Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”), and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MCP, MSOF, and MSTO collectively as “Meteora”) providing for an over-the-counter prepaid equity forward transaction relating to
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair charges are expensed as incurred. Fixed assets are depreciated under the straight-line method using the following estimated useful lives:
8
Intangible Assets
Finite-lived intangible assets are related to patent costs directly associated with the submission of Company patent applications. These intangible assets are carried at cost and amortized based on an estimated economic benefit period of
Revenue Recognition
The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”), using the modified retrospective adoption method. Under ASC 606, revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five-step model:
The Company primarily sells its products to customers within the United States. Revenues from these product sales are recognized when the customer obtains control of the product, which occurs at a point in time, typically upon shipment, at a standard transaction price for the specific product sold.
Cost of Sales
Cost of sales is comprised of all costs to manufacture and package our products, third-party logistics and distribution costs, including shipping and handling costs and inventory adjustments due to expiring products, if any. Cost of sales also includes the Royalties (as defined in Note 5) on the sale of Elevai's products and the royalties related to the Yuva License detailed in Note 10.
Selling and Marketing Expenses
Selling and marketing expenses are recognized as incurred and consist primarily of advertising costs, commissions and distribution and marketing costs. Sales and marketing expenses totaled $
Research and Development Expenses
Research and development expenses are expensed as incurred and consist principally of personnel costs, laboratory supplies and consumables, and third-party testing services.
9
Income Taxes
The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were
Net Loss Per Share
The Company computes net loss per share in accordance with ASC 260, Earnings per Share. The Company computes basic loss per share by dividing the loss attributable to holders of Common Stock for the period by the weighted average number of shares of Common Stock outstanding during the period. The Company’s options and warrants could potentially be exercised or converted into Common Stock and then share in the earnings of the Company. However, these instruments were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented.
Potentially dilutive securities not included in diluted weighted average shares outstanding consist of the following (in common stock equivalents):
|
September 30, |
||
|
2025 |
|
2024 |
Common Stock options |
|
||
Common Stock warrants |
|
||
Total Common Stock equivalents |
|
||
Stock-Based Compensation
The Company applies the provisions of ASC 718, Compensation-Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the unaudited condensed consolidated statements of operations.
For stock options issued to employees and members of the Company’s Board of Directors (the “Board”) for their services, the Company estimates each option’s grant-date fair value using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates, and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, generally the vesting term. Forfeitures are recorded as incurred instead of estimated at the time of grant and revised.
Under Accounting Standards Update (“ASU”) 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting, the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above.
Leases
The Company accounts for leases in accordance with ASC 842, Leases (“ASC 842”). The Company determines if an arrangement contains a lease at inception as defined by ASC 842. To meet the definition of a lease under ASC 842, the contractual arrangement must convey to the Company the right to control the use of an identifiable asset for a period of time in exchange for consideration. Right of Use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term.
10
Fair Value Measurements and Fair Value of Financial Instruments
The Company categorizes its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3).
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, and consideration payable approximate fair value because of the short-term nature of such instruments. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1.
Other financial assets and liabilities are categorized based on a hierarchy of inputs as follows:
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
|
Fair Value |
||||||||||
|
|
Carrying Value |
|
|
Estimated Fair Value |
|
|
Carrying Value |
|
|
Estimated Fair Value |
|
|
Input Hierarchy |
||||
Money market accounts |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
Level 1 |
||||
Earnout liabilities |
|
|
|
|
|
|
|
|
— |
|
|
|
— |
|
|
Level 3 |
||
Changes in the fair value of Level 3 financial liabilities for the nine months ended September 30, 2025 are as follows:
Earnout Liabilities: |
|
|
|
|
Balance, beginning of year |
|
$ |
|
|
Initial recognition |
|
|
|
|
Change in fair value |
|
|
( |
) |
Balance, end of period |
|
$ |
|
|
In connection with the Elevai Acquisition, the Seller is entitled to a $
The fair value of the earnout liability associated with the sale of inventory was estimated using the following assumptions:
|
|
September 30, 2025 |
|
January 16, 2025 |
Discount rate |
|
|
||
Probability of milestone achievement |
|
|
||
Expected term (in years) |
|
|
The fair value of the earnout liability associated with the hair and scalp products was estimated using the following assumptions:
|
|
September 30, 2025 |
|
January 16, 2025 |
Discount rate |
|
|
||
Probability of milestone achievement |
|
|
||
Expected term (in years) |
|
|
11
NOTE 3 — Correction of Prior Period EXPENSE ClassificationS
Subsequent to the issuance of the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2025, management identified an error in the classification of certain operating expenses. This misclassification between operating expense categories had no impact on reported total operating expenses, operating income, net income and earnings per share for the three and six months ended June 30, 2025.
|
Three Months Ended June 30, 2025 |
|
|
Six Months Ended June 30, 2025 |
|
||||||||||
|
As Reported |
|
|
As Revised |
|
|
As Reported |
|
|
As Revised |
|
||||
Selling and marketing |
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Research and development |
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
||||
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
NOTE 4 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
The unaudited condensed consolidated financial statements were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. The Company had negative net working capital of $
Due to its current and potential liabilities, the cash available to the Company may not be sufficient to allow the Company to operate for at least 12 months from the date these unaudited condensed consolidated financial statements are available for issuance. The Company may need to raise additional capital through equity or debt issuances. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing payroll expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.
Management’s plans that may alleviate substantial doubt about the Company’s ability to continue as a going concern include (a) the THPlasma Agreement, as detailed in Note 10, (b) raising additional debt or equity financing and (c) the acquisition of cash flow generating assets or businesses. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.
NOTE 5 — ELEVAI ACQUISITION
The purchase consideration for the Elevai Acquisition consisted of (i)
12
The consideration in the Elevai Acquisition (the “Elevai Consideration”) as of the Elevai Closing consisted of the following:
Common Stock - |
$ |
|
|
Common Stock - |
|
|
|
Earnout liabilities |
|
|
|
Estimated costs related to acquisition |
|
|
|
Total estimated value of consideration transferred |
$ |
|
The Elevai Acquisition is accounted for as an asset purchase as it did not meet the screening test under GAAP to be considered a business pursuant to ASC 805. As such, the Purchased Assets and the Assumed Liabilities are recognized at fair value, with the excess of the fair value of the purchase consideration allocated to the non-financial assets acquired. For purposes of estimating the fair value, where applicable, of the assets acquired and liabilities assumed as reflected in the unaudited condensed consolidated financial information, the Company has applied the guidance in ASC 820, Fair Value Measurements and Disclosures (“ASC 820”), which establishes a framework for measuring fair value. In accordance with ASC 820, fair value is an exit price and is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”
In accordance with ASC 815-40, as the Elevai Earnout was not indexed to the Common Stock, it was accounted for as a liability at the Elevai Closing and is subsequently remeasured at each reporting date with changes in fair value recorded as an adjustment to the Purchased Assets.
The total purchase consideration transferred in the Elevai Acquisition has been allocated to the Purchased Assets and Assumed Liabilities based on their fair values.
Accounts receivable |
$ |
|
|
Inventory |
|
|
|
Prepaid expenses and deposits |
|
|
|
Right of use asset |
|
|
|
Property and equipment |
|
|
|
Total assets |
|
|
|
Accounts payable |
|
|
|
Customer deposits |
|
|
|
Operating lease liability |
|
|
|
Net assets to be acquired |
$ |
|
The Company estimated the fair value of the acquired inventories based on the selling price less costs to sell and recorded a fair value step-up of approximately $
The Company determined that the Elevai Acquisition was deemed significant to the Company in accordance with Rule 3-05 of Regulation S-X. As required by ASC 805, the following unaudited pro forma statements of operations for the nine months ended September 30, 2025 and 2024 give effect to the Elevai Acquisition as if it had been completed on January 1, 2024. The unaudited pro forma financial information below is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the periods presented had the Elevai Acquisition been completed during the periods presented. In addition, the unaudited pro forma financial information does not purport to project future operating results.
13
|
|
Three months ended September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
||||
Net sales from the unaudited condensed consolidated statements of operations |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Add: Elevai Skincare net sales not reflected in the unaudited condensed consolidated statements of operations |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unaudited pro forma net sales |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net loss from the unaudited condensed consolidated statements of operations |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Add: Inventory step-up adjustment recognized in cost of sales |
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
||
Add: Elevai Skincare net loss not reflected in the unaudited condensed consolidated statements of operations |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Unaudited pro forma net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
NOTE 6 — INVENTORY
Inventory consists of the following:
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Raw materials |
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
||
NOTE 7 — PROPERTY AND EQUIPMENT
Property and equipment consist of the following:
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
|
|
||
Lab equipment |
|
$ |
|
|
$ |
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
|
|
Property and equipment, net |
|
$ |
|
|
$ |
|
|
|
||
Depreciation expense included in loss from continuing operations in the accompanying unaudited condensed consolidated statements of operations was $
14
NOTE 8 — ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist of the following amounts:
|
|
September 30, 2025 |
|
|
December 31, 2024 |
|
||
Accrued royalties |
|
$ |
|
|
$ |
— |
|
|
Other accrued expenses |
|
|
|
|
|
|
||
Accrued expenses and other liabilities |
|
$ |
|
|
$ |
|
||
NOTE 9 —DEBT
Insurance Premium Financing
In July 2025, the Company entered into an agreement with a third party to finance a $
In April 2025, the Company entered into a separate agreement with a third party to finance a $
In July 2024, the Company entered into a separate agreement with a third party to finance a $
In April 2024, the Company entered into a separate agreement with a third party to finance a $
Interest expense on these financing agreements totaled $
U.S. Small Business Administration (SBA) Loan
AxoBio had an outstanding loan with the SBA with total principal outstanding of $
Related Party Loans
AxoBio had several promissory notes outstanding to Burns Ventures, LLC (the “Burns Notes”) with total principal outstanding of $
2023 Promissory Notes
During the year ended December 31, 2023, the Company received proceeds of $
15
Notes was due in full at maturity. All Promissory Notes had a proportionate number of Common Stock warrants for
NOTE 10 — COMMITMENTS AND CONTINGENCIES
THPlasma Merger Agreement
On July 14, 2025, the Company entered into an Agreement and Plan of Merger (as amended from time to time, the “THPlasma Agreement”) by and among the Company, THP Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), True Health Inc., a Delaware corporation that operates under the “THPlasma” brand (“THPlasma”), and Truehealth Management Group LLC, a Delaware limited liability company (“TMG”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the THPlasma Agreement, (i) Merger Sub will merge with and into THPlasma (the “THPlasma Merger”), with THPlasma continuing as a wholly owned subsidiary of the Company and the surviving company of the THPlasma Merger (the “Surviving Company”) and (ii) THPlasma will acquire TMG’s right, title and interest in and to the authorizations, approvals, licenses, permits, certificates, registrations or exemptions issued by the U.S. Food and Drug Administration that are required for the research, development, collection, manufacture, processing, labeling, distribution, marketing, storage, transportation, use, sale and provision of THPlasma’s products (the “License Purchase”).
Merger Consideration
Subject to the terms and conditions of the THPlasma Agreement, at the effective time of the THPlasma Merger (the “Effective Time”), all outstanding shares of THPlasma common stock, par value $
Subject to the terms and conditions of the THPlasma Agreement, at the Effective Time, each warrant for THPlasma Common Stock (a “THPlasma Warrant”) outstanding immediately prior to the Effective Time (that will not terminate per its own terms upon the Effective Time) will be automatically assumed by the Company and will become a warrant to acquire, on the same terms and conditions as were applicable under such THPlasma Warrant, the number of shares of Common Stock equal to the Pro Rata Share (as defined in the THPlasma Agreement) of the Merger Shares to which the holder of such THPlasma Warrant is entitled based on the number of shares of THPlasma Common Stock subject to the unexercised portion of such THPlasma Warrant immediately prior to the Effective Time (rounded down to the nearest whole share number), at an exercise price per share equal to the exercise price per share of such THPlasma Warrant immediately prior to the Effective Time divided by the ratio determined by dividing the number of the Merger Shares by the total number of shares of True Capital Stock outstanding on a fully diluted basis immediately prior to the Effective Time.
License Purchase Consideration
Subject to the terms and conditions of the THPlasma Agreement, the aggregate consideration for the License Purchase will be $
16
Conditions to the THPlasma Merger
The Merger Closing is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) the registration statement on Form S-4 filed by the Company in connection with the THPlasma Merger having become effective in accordance with the provisions of the Securities Act and not being subject to any stop order or proceeding seeking a stop order or having been withdrawn, (ii) no law or order preventing the THPlasma Merger and the other transactions contemplated by the THPlasma Agreement, (iii) the required approvals by each respective party’s stockholders, (iv) the executed Lock-Up Agreements (as defined in the THPlasma Agreement) having been delivered to the Company and THPlasma, respectively, (v) the shares of Common Stock to be issued in the THPlasma Merger being approved for listing (subject to official notice of issuance) on The Nasdaq Stock Market LLC (“Nasdaq”) and the Company having maintained its existing listing on Nasdaq and obtaining approval of the listing of the combined company on Nasdaq and (vi) each of the conditions to the License Purchase having been satisfied or waived at or prior to Merger Closing.
Conditions to the License Purchase
The License Purchase Closing is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) each of the conditions to the THPlasma Merger (other than the condition set forth in clause (vi) above) having been satisfied or waived at or prior to the License Purchase Closing and (ii) all required third-party consents, waivers, approvals, authorizations and notices having been obtained or made.
Elevai Royalties
In conjunction with the Elevai Acquisition, the Company will pay the Seller the Royalties (as defined in Note 5) for each year ending on the anniversary of the Closing Date during the five-year period following the Elevai Closing. The Royalties earned with respect to each fiscal year are payable within five business days of the filing of the Company's Annual Report on Form 10-K for that fiscal year. The Company recognized expense related to the Royalties of $
Yuva License Agreement
The Company's haircare product acquired in the Elevai Acquisition utilizes proprietary compounds licensed from Yuva BioSciences, Inc. (“Yuva”) pursuant to the Collaboration and License Agreement, dated November 28, 2023 (the “Yuva License”), by and between Yuva and the Company (as assignee of the Parent). This license provides the Company with a non-exclusive, non-transferable, non-assignable, royalty-bearing right to certain of Yuva’s intellectual property, with the right to sublicense, to develop, manufacture, and commercialize skincare products in the United States, Canada, and other mutually agreed to territories that contain Yuva’s proprietary compound and the Company's exosome-based ingredients or skincare products and Elevai ExosomesTM, which serve as a carrier for Yuva’s proprietary compound. In accordance with the terms of the Yuva License, the Company is obligated to pay earned royalties based on net sales of Elevai haircare product, with a minimum royalty of $
Convertible Notes
On January 19, 2022, the Company issued two senior secured convertible notes (the “Convertible Notes”) of $
On July 19, 2022, the Company defaulted on the Convertible Notes. Under the terms of the Convertible Notes, upon an event of default, there would be a
On November 2, 2022, the Company received a letter (“Notice of Acceleration”) from one of the Holders, notifying it of an Event of Default under the Convertible Notes. The Company entered into an agreement with such Holder, Puritan Partners LLC (“Puritan”), in
17
connection with the Notice of Acceleration on December 19, 2022. Based on the representations, warranties and agreements and in consideration of the Company's agreement to pay Puritan (i) the outstanding principal amount, plus accrued interest, late fees and all other amounts then owed as specified in the Convertible Notes and (ii)
Subsequent to the closing of the Company's business combination with Carmell Therapeutics Corporation in July 2023 (the “Business Combination”), the Company repaid $
On
NOTE 11 — PROFIT-SHARING PLAN
NOTE 12 — STOCKHOLDERS’ EQUITY (DEFICIT)
Common Stock
Pursuant to the Company's certificate of incorporation, as amended, it is authorized to issue
In July 2025, certain Common Stock Warrants (as defined below) were exercised for an aggregate of
18
resulting in proceeds to the Company of $
In May 2025, the Company sold
Upon the Elevai Closing, the Elevai Consideration included
On January 2, 2025, the Company sold and issued (i) an aggregate of
The Common Stock Warrants have a
Upon the Reverse Stock Split, the adjustment provision for the Common Stock Warrants and Placement Agent Warrant was triggered. As a result, the total shares issuable on exercise of the Common Stock Warrants increased from
In conjunction with the AxoBio Disposition in March 2024, the Closing Share Consideration (as defined in Note 14), including
Series A Voting Convertible Preferred Stock
Pursuant to the Company's certificate of incorporation, as amended, it is authorized to issue
2023 Long-Term Incentive Plan
In July 2023, the stockholders of the Company approved the 2023 Long-Term Incentive Plan (the “2023 Plan”), which replaced the Amended and Restated 2009 Stock Incentive Plan (the “2009 Plan”). No new awards are being made under the 2009 Plan. Under the 2023 Plan, the Board may grant awards of stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards to employees and other recipients as determined by the Board. The exercise price per share for an option granted to employees owning stock representing more than
19
However, the total number of shares underlying 2009 Plan awards that may be recycled into the 2023 Plan pursuant to the above-described rules will not exceed the number of shares underlying 2009 Plan awards as of the effective date of the 2023 Plan (as adjusted to reflect the Business Combination). Shares of Common Stock issued through the assumption or substitution of awards in connection with a future acquisition of another entity will not reduce the shares available for issuance under the 2023 Plan.
Warrant and Option Valuation
The Company computes the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life, and the expected term used for options issued to employees and directors is the estimated period that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” grants for stock options. The Company utilizes an expected volatility figure based on a review of the historical volatilities over a period equivalent to the expected life of the instrument valued by similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued.
Warrants Outstanding
A summary of warrant activity during the nine months ended September 30, 2025 is as follows:
|
Number of Shares Issuable on Exercise |
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Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Life in Years |
|
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Aggregate Intrinsic Value |
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||||
Outstanding, December 31, 2024 |
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$ |
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|
|
|
|
$ |
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||||
Issued |
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|
|
|
|
|
|
|
|
|
— |
|
|||
Exercised |
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( |
) |
|
|
|
|
|
|
|
|
— |
|
||
Outstanding, September 30, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Exercisable, September 30, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
20
Options Outstanding
A summary of option activity during the nine months ended September 30, 2025 is as follows:
|
|
Number of Shares Issuable on Exercise |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
||||
Outstanding, December 31, 2024 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Expired/Cancelled |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Outstanding, September 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested/Exercisable, September 30, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The Company recorded stock-based compensation expense related to its options of $
NOTE 13 – INCOME TAXES
The Company did
NOTE 14 – DISCONTINUED OPERATIONS
Axolotl Biologix, LLC (“AxoBio”) was acquired by the Company in August 2023 for (i)
On
21
The assets and liabilities of AxoBio as of March 26, 2024 consisted of the following:
Assets available for sale |
|
|
|
Cash and cash equivalents |
$ |
|
|
Accounts receivable, net |
|
|
|
Prepaid expenses |
|
|
|
Inventories |
|
|
|
Property and equipment, net |
|
|
|
Intangible assets, net |
|
|
|
Goodwill |
|
|
|
Total assets available for sale |
$ |
|
|
|
|
|
|
Liabilities available for sale |
|
|
|
Accounts payable |
$ |
|
|
Accrued interest |
|
|
|
Accrued interest, related party |
|
|
|
Other accrued expenses |
|
|
|
Loans payable |
|
|
|
Related party loans |
|
|
|
Deferred consideration payable |
|
|
|
Deferred income taxes |
|
|
|
Total liabilities available for sale |
$ |
|
|
The significant components of discontinued operations for the nine months ended September 30, 2024 in the accompanying unaudited condensed consolidated statements of income are as follows:
Operating expenses: |
|
|
|
Selling and marketing |
$ |
|
|
Research and development |
|
|
|
General and administrative |
|
|
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Depreciation and amortization |
|
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Total operating expenses |
|
|
|
Loss from operations |
|
( |
) |
Other income (expense): |
|
|
|
Amortization of debt discount |
|
( |
) |
Interest expense, related party |
|
( |
) |
Interest expense |
|
( |
) |
Total other (expense) income |
|
( |
) |
Loss before income taxes |
|
( |
) |
Income tax benefit, deferred |
|
|
|
$ |
( |
) |
|
22
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes contained in Part I, Item 1 and Part II, Item A. “Risk Factors” in this Quarterly Report on Form 10-Q (this "Quarterly Report"), and our audited consolidated financial statements and the notes thereto, Part I – Item 1A. “Risk Factors” and Part II – Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). Unless the context requires otherwise, references in this Quarterly Report to “Longevity,” the “Company,” “we,” “us,” or “our,” are intended to refer to Longevity Health Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries.
Cautionary Statement Regarding Forward-Looking Statements
This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations, assumptions and projections about future events. These forward-looking statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “future,” “intend,” “anticipate,” “likely,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements and expectations regarding the THPlasma Merger (as defined below), the License Purchase (as defined below) and anticipated benefits therefrom, the anticipated impact of the THPlasma Merger on the combined company’s business and future financial and operating results, aspects of the Company’s and THPlasma’s operations, our goals, plans and projections with respect to our operations, financial position and business strategy as well as all other statements other than statements of historical fact included in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among others, our ability to consummate the THPlasma Merger in a timely manner or at all; the risk that the THPlasma Agreement may be terminated in certain circumstances; the satisfaction (or waiver) of the conditions to the Merger Closing (as defined below) and the License Purchase Closing (as defined below); potential delays in consummating the THPlasma Merger; our ability to timely and successfully achieve the anticipated benefits of the THPlasma Merger; the risk related to the diversion of management’s attention from our ongoing business operations as a result of the THPlasma Merger; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the THPlasma Agreement; the effect of the announcement or pendency of the THPlasma Merger on our business relationships, operating results and business generally; the risk that the THPlasma Merger disrupts our current plans and operations or affects our ability to retain or recruit key employees; costs related to the THPlasma Merger; the effect of limitations that the THPlasma Agreement places on our ability to operate our business or engage in an alternate transaction; the risk that our stock price may decline significantly if the THPlasma Merger is not completed; the launch and commercialization of our products, our ability to raise financing in the future; our success in retaining or recruiting key members of our management; market acceptance of our products; regulatory developments related to the cosmetics industry; our ability to compete in our industry; our need to grow the size of our organization in the future and the management of such growth; outcomes related to any ongoing or future legal proceedings, including, but not limited to, in relation to the THPlasma Merger or THPlasma Agreement; as well as those described in our other filings we make with the U.S. Securities and Exchange Commission (the “SEC”), including those described under Part II, Item 1A. “Risk Factors” in this Quarterly Report and Part I, Item 1A, “Risk Factors” in the 2024 Annual Report. These forward-looking statements represent our estimates and assumptions as of the filing date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
Overview
We are a bio-aesthetics company focused on longevity and healthy aging. Our cosmetic skincare and haircare products support skin and hair health and are tailored to meet the demanding technical requirements of professional care providers and discerning retail consumers. Our product pipeline also includes innovative regenerative bone and tissue healing products on which further research and development has been paused. We sell our cosmetic products primarily in the United States through three channels, including business-to-business, direct-to-consumer and distributor sales channels.
New Developments
Nasdaq Delisting Notices
On September 10, 2025, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying us that the Nasdaq Hearings Panel had determined to delist our securities from Nasdaq and that trading in our securities was suspended at the opening of trading on September 12, 2025, as we failed to regain compliance with Nasdaq Listing Rules 5550(a)(2)
23
and 5550(b)(2), the “Bid Price” and “MVLS Rules”, respectively. Our securities now trade on the OTCQB, Venture Market tier of the OTC Markets.
THPlasma Merger
On July 14, 2025, we entered into an Agreement and Plan of Merger (the “THPlasma Agreement”) by and among the Company, THP Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), True Health, Inc., a Delaware corporation that operates under the “THPlasma” brand (“THPlasma”), and Truehealth Management Group LLC, a Delaware limited liability company (“TMG”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the THPlasma Agreement, (i) Merger Sub will merge with and into THPlasma (the “THPlasma Merger”), with THPlasma continuing as a wholly owned subsidiary of Longevity and the surviving company of the THPlasma Merger (the “Surviving Company”) and (ii) THPlasma will acquire TMG’s right, title and interest in and to the authorizations, approvals, licenses, permits, certificates, registrations or exemptions issued by the U.S. Food and Drug Administration that are required for the research, development, collection, manufacture, processing, labeling, distribution, marketing, storage, transportation, use, sale and provision of THPlasma’s products (the “License Purchase”).
Merger Consideration
Subject to the terms and conditions of the THPlasma Agreement, at the effective time of the THPlasma Merger (the “Effective Time”), all outstanding shares of THPlasma common stock, par value $0.001 per share (the “THPlasma Common Stock”), and all outstanding shares of THPlasma preferred stock, par value $0.001 per share (the “THPlasma Preferred Stock,” and together with THPlasma Common Stock, the “THPlasma Capital Stock”), (in each case, other than certain excluded shares and dissenting shares) will automatically be cancelled and will cease to exist and will thereafter only represent the right to receive a portion of (i) the number of shares of common stock, par value $0.0001 per share (the “Common Stock”) determined by dividing $59,000,000 by the lesser of the Parent Market Price (as defined below) and $3.00, as such shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination (the “Merger Shares”) and (ii) the number of shares of Common Stock determined by dividing $20,000,000 by the lesser of the Parent Market Price and $3.00, as such shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination (the “Earnout Shares”), after the closing of the THPlasma Merger (the “Merger Closing”), based on the performance of the Surviving Company if and when the requirements as set forth in the Section 3.6 of the THPlasma Agreement are achieved. The Parent Market Value, as defined in the THPlasma Agreement, is equal to the volume average weighted closing sale price of a share of Common Stock during the 15 consecutive full trading days immediately preceding the Effective Time.
Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each warrant for THPlasma Common Stock (a “THPlasma Warrant”) outstanding immediately prior to the Effective Time (that will not terminate per its own terms upon the Effective Time) will be automatically assumed by Longevity and will become a warrant to acquire, on the same terms and conditions as were applicable under such THPlasma Warrant, the number of shares of our Common Stock equal to the Pro Rata Share (as defined in the THPlasma Agreement) of the Merger Shares to which the holder of such THPlasma Warrant is entitled based on the number of shares of THPlasma Common Stock subject to the unexercised portion of such THPlasma Warrant immediately prior to the Effective Time (rounded down to the nearest whole share number), at an exercise price per share equal to the exercise price per share of such THPlasma Warrant immediately prior to the Effective Time divided by the ratio determined by dividing the number of the Merger Shares by the total number of shares of True Capital Stock outstanding on a fully diluted basis immediately prior to the Effective Time.
License Purchase Consideration
Subject to the terms and conditions of the THPlasma Agreement, the aggregate consideration for the License Purchase will be $5 million payable in cash by Longevity upon the consummation of a sale of our equity or debt securities, or a debt financing in an aggregate amount of at least $5 million. No consideration attributable to the License Purchase is being paid in connection with the THPlasma Merger. The closing of the License Purchase (the “License Purchase Closing”) will occur concurrently with the Merger Closing.
Conditions to the THPlasma Merger
The Merger Closing is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) the registration statement on Form S-4 filed by Longevity in connection with the THPlasma Merger having become effective in accordance with the provisions of the Securities Act of 1933, as amended, and not being subject to any stop order or proceeding seeking a stop order or having been withdrawn, (ii) no law or order preventing the THPlasma Merger and the other transactions contemplated by the THPlasma Agreement, (iii) the required approvals by each respective party’s stockholders, (iv) the executed Lock-Up Agreements (as defined in the THPlasma Agreement) having been delivered to Longevity and THPlasma, respectively, (v) the shares of Common Stock to be issued in the THPlasma Merger being approved for listing (subject to official notice of issuance) on Nasdaq and Longevity having maintained its existing listing on Nasdaq and obtaining approval of the listing of the combined company on Nasdaq and (vi) each of the conditions to the License Purchase having been satisfied or waived at or prior to the Merger Closing.
24
Conditions to the License Purchase
The License Purchase Closing is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) each of the conditions to the THPlasma Merger (other than the condition set forth in clause (vi) above) having been satisfied or waived at or prior to the License Purchase Closing and (ii) all required third-party consents, waivers, approvals, authorizations and notices having been obtained or made.
Termination of 20/20 Biolabs Merger Agreement
Longevity and 20/20 Biolabs, Inc., a Delaware corporation (“Biolabs”), entered into an Agreement and Plan of Merger, dated April 11, 2025 (the “Biolabs Agreement”), by and among Longevity, our wholly-owned subsidiary (“Biolabs Merger Sub”), and Jonathan Cohen, as the Stockholder Representative, pursuant to which, among other matters, Biolabs Merger Sub would merge with and into Biolabs, with Biolabs as the surviving corporation and a wholly-owned subsidiary of Longevity. On July 8, 2025, the Biolabs Agreement, as amended, automatically terminated in accordance with its terms. No termination fee or other payment is due to any party to the Biolabs Agreement from any other party thereto as a result of the termination.
Reverse Stock Split
On May 12, 2025 (the “Split Effective Time”), we effected a reverse stock split of our Common Stock at a ratio of 1:30 (the “Reverse Stock Split”). At the Split Effective Time, every 30 shares of our Common Stock issued and outstanding immediately prior to the Split Effective Time were automatically combined into one issued and outstanding share of Common Stock without any change in the par value per share or the total number of authorized shares. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise of our outstanding stock options and warrants, as well as the applicable exercise prices, and to the number of shares issuable under our 2023 Long-Term Incentive Plan. All share numbers and per share amounts in this Quarterly Report have been restated to reflect the Reverse Stock Split.
ATM Facility
In May 2025, we sold 479,621 shares of Common Stock at prices ranging from $3.36 to $4.09 (with an average price of $4.08) per share through an at-the-market equity offering facility (the “ATM Financing”). Gross proceeds from the sale of Common Stock under the ATM Financing totaled $1.96 million, prior to deducting fees of $0.06 million paid to the sales agent, Brookline Capital Markets, a division of Arcadia Securities, LLC ("Brookline"), and other offering expenses of $0.14 million payable by us. A member of our board of directors is a managing partner of Brookline.
Elevai Acquisition
On January 16, 2025 (the “Closing Date”), we completed, through our wholly owned subsidiary, Elevai Skincare, Inc. (formerly Cutis Cura Corporation), a Delaware corporation (the “Buyer”), the acquisition of substantially all of the assets (the “Purchased Assets”), and assumption of certain of the liabilities (the “Assumed Liabilities”), of PMGC Holdings Inc., a Nevada corporation and successor to Elevai Labs Inc., a Delaware corporation (the “Parent”), and PMGC Impasse Corp. (formerly Elevai Skincare, Inc.), a Delaware corporation and a wholly owned subsidiary of Parent (the “Seller”), related to the Seller’s skincare and haircare business (“Elevai Skincare”) pursuant to an Asset Purchase Agreement, dated as of December 31, 2024 (the “Asset Purchase Agreement”), by and among Longevity, the Buyer, the Parent and the Seller (the “Elevai Acquisition”).
Upon the closing of the Elevai Acquisition (the “Elevai Closing”), the purchase consideration consisted of (i) 38,308 shares of Common Stock issued to the Seller (the “Closing Shares”) at the Elevai Closing, as well as 3,927 additional shares of Common Stock to be withheld by us for 12 months after the Elevai Closing to secure the indemnification obligations of the Seller and Parent under the Asset Purchase Agreement; (ii) Buyer’s assumption of the Assumed Liabilities; and (iii) $56,525 in cash to be paid within 60 days following the sale by the Buyer of all 7,500 units of the Enfinity product and 20,000 tubes of the Empower product included in the Purchased Assets as of the Elevai Closing. Following the Elevai Closing, the Buyer will pay the following additional earnout consideration for the Purchased Assets, if and when payable: (a) the Buyer will pay to the Seller, for each year ending on the anniversary of the Closing Date during the five-year period following the Elevai Closing, an amount, if any, equal to 5% of the Net Sales (as defined in the Asset Purchase Agreement) of the Buyer generated during such year from Seller’s existing products as of the Elevai Closing (the “Royalties”); and (b) the Buyer will pay to the Seller a one-time payment of $500,000 if the Buyer achieves $500,000 in net revenue from sales of the Seller’s existing hair and scalp products as of the Elevai Closing on or before the 24-month anniversary of the Closing Date.
Private Placement
On January 2, 2025, we closed on the 2025 Private Placement, pursuant to which we sold and issued (i) an aggregate of 268,840 shares of Common Stock at an offering price of $6.90 per share, and (ii) warrants to purchase up to an aggregate of 268,840 shares of Common Stock at an exercise price of $6.90 (the “Common Stock Warrants”). The aggregate gross proceeds from the 2025 Private Placement were approximately $1.85 million, before deducting fees of $0.19 million paid to the placement agent, Brookline (the “Placement
25
Agent”) and other offering expenses of approximately $0.3 million. The Common Stock Warrants, if exercised for cash, will result in up to $1.85 million in additional gross proceeds to Longevity.
The Common Stock Warrants have a five-year term and became exercisable upon stockholder approval, which occurred in March 2025. The Common Stock Warrants also contain certain provisions that, in the event of a stock split, result in the exercise price and number of shares of Common Stock issuable upon exercise of such warrants being subject to a proportionate adjustment, as well as a down-round provision. In connection with the closing of the 2025 Private Placement, the Company issued a warrant to purchase an aggregate of 18,553 shares of Common Stock to the placement agent, Brookline (the “Placement Agent Warrant”). The Placement Agent Warrant has an exercise price of $6.90 and a term of five years, and became exercisable six months after issuance. The Placement Agent Warrant contains the same terms as the Common Stock Warrants regarding the adjustment in the event of a stock split and the down-round provision. The fair value of the Placement Agent Warrant at issuance was approximately $0.31 million.
Upon the Reverse Stock Split, the adjustment provision for the Common Stock Warrants and Placement Agent Warrant was triggered. As a result, the total shares issuable on exercise of the Common Stock Warrants increased from 268,840 to 473,220, and the exercise price changed from $6.90 to $3.92. Similarly, the total shares issuable on exercise of Placement Agent Warrant increased from 18,553 to 32,666, and the exercise price changed from $6.90 to $3.92. The incremental consideration for the Placement Agent Warrant related to such adjustment was approximately $0.04 million. As a result of shares sold as part of the ATM Financing, the down-round provision on the Common Stock Warrants and the Placement Agent Warrant was triggered. As a result, the exercise price of such warrants was reduced to $3.36, and the total shares issuable on exercise of the Common Stock Warrants and the Placement Agent Warrant increased to 552,798 and 38,159, respectively. The incremental consideration for the Placement Agent Warrant related to such adjustment was approximately $0.02 million.
Impact of Macroeconomic Events
Economic uncertainty in various global markets caused by political instability and conflicts, such as the ongoing Russia-Ukraine war and the related sanctions imposed against Russia, the regional conflict in the Middle East (including tensions between Israel and Hamas), geopolitical tensions between the United States and China, and the imposition of tariffs and other trade restrictions by the U.S. government and foreign governments and related trade tensions have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability, supply chain interruptions, high levels of inflation and fluctuating interest rates. Our business, financial condition, and results of operations could be materially and adversely affected by further negative impacts on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen. Although, to date, our results of operations have not been materially impacted by these global economic and geopolitical conditions, it is impossible to predict the extent to which our operations may be impacted in the short- and long-term. The extent and duration of these market disruptions are impossible to predict. Any such disruptions may also magnify the impact of other risks described IN Part II, Item 1A. “Risk Factors” in this Quarterly Report and Part I, Item 1A. "Risk Factors" in our 2024 Annual Report.
Critical Accounting Policies and Estimates
This discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported revenue, expenses and net loss incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Going Concern and Management Plan
The unaudited condensed consolidated financial statements included elsewhere herein were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. We had negative net working capital of $3,997,047 as of September 30, 2025 and a net loss of $4,822,060 and negative net cash flow from operations of $3,022,899 for the nine months ended September 30, 2025.
We have incurred substantial recurring losses from continuing operations, have used, rather than provided, cash from our continuing operations, and are dependent on additional financing to fund future operations. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the filing of this Quarterly Report. The unaudited condensed consolidated financial statements included elsewhere herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.
26
As more fully described above, we closed an offering of Common Stock and Common Stock Warrants on January 2, 2025 in the 2025 Private Placement, resulting in gross proceeds to us of approximately $1.85 million and sold shares of Common Stock under the ATM Financing in May 2025, resulting in gross proceeds to us of approximately $1.96 million. In addition, we closed on the acquisition of the operating assets of Elevai Skincare in the Elevai Acquisition on January 16, 2025, as described above. Elevai Skincare’s skincare and haircare products generated revenue of approximately $2.5 million in 2024. The Company also received $1.0 million in proceeds from the exercise of certain of the Common Stock Warrants in July 2025 as detailed in Note 12 to the accompanying unaudited condensed consolidated financial statements.
Management’s plans that may alleviate substantial doubt about our ability to continue as a going concern include (a) the THPlasma Agreement, (b) raising additional debt or equity financing and (c) the acquisition of cash flow generating assets or businesses. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.
Comparison of Results of Operations for the Three Months Ended September 30, 2025 and 2024
The following table sets forth our unaudited consolidated results of operations for the three months ended September 30, 2025 and 2024:
|
|
Three Months Ended September 30, |
|
|
|
|
|
% |
|
|||||||
|
|
2025 |
|
|
2024 |
|
|
Change |
|
|
Change |
|
||||
|
|
(unaudited) |
|
|
|
|
|
|
|
|||||||
Gross sales |
|
$ |
454,106 |
|
|
$ |
58,915 |
|
|
$ |
395,191 |
|
|
|
671 |
% |
Discounts and allowances |
|
|
(28,242 |
) |
|
|
(38,396 |
) |
|
|
10,154 |
|
|
|
-26 |
% |
Net sales |
|
|
425,864 |
|
|
|
20,519 |
|
|
|
405,345 |
|
|
|
1,975 |
% |
Cost of sales |
|
|
171,401 |
|
|
|
4,840 |
|
|
|
166,561 |
|
|
|
3,441 |
% |
Gross profit |
|
|
254,463 |
|
|
|
15,679 |
|
|
|
238,784 |
|
|
|
1,523 |
% |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
358,535 |
|
|
|
120,062 |
|
|
|
238,473 |
|
|
|
199 |
% |
Research and development |
|
|
227,993 |
|
|
|
331,806 |
|
|
|
(103,813 |
) |
|
|
-31 |
% |
General and administrative |
|
|
1,122,684 |
|
|
|
965,622 |
|
|
|
157,062 |
|
|
|
16 |
% |
Depreciation and amortization of intangibles |
|
|
16,268 |
|
|
|
17,978 |
|
|
|
(1,710 |
) |
|
|
-10 |
% |
Total operating expenses |
|
|
1,725,480 |
|
|
|
1,435,468 |
|
|
|
290,012 |
|
|
|
20 |
% |
Loss from operations |
|
|
(1,471,017 |
) |
|
|
(1,419,789 |
) |
|
|
(51,228 |
) |
|
|
4 |
% |
Other income (expenses), net |
|
|
41,262 |
|
|
|
(1,458,692 |
) |
|
|
1,499,954 |
|
|
|
-103 |
% |
Loss from continuing operations before income taxes |
|
|
(1,429,755 |
) |
|
|
(2,878,481 |
) |
|
|
1,448,726 |
|
|
|
-50 |
% |
Income tax benefit |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0 |
% |
Net loss |
|
$ |
(1,429,755 |
) |
|
$ |
(2,878,481 |
) |
|
$ |
1,448,726 |
|
|
|
-50 |
% |
Sales/Gross Profit
Gross sales for the three months ended September 30, 2025 and 2024 were $454,106 and $58,915, respectively. This increase was principally driven by sales of the products acquired in the Elevai Acquisition. Discounts and allowances related to these sales totaled $28,242 and $38,396 for the three months ended September 30, 2025 and 2024, respectively. Our net revenue, cost of goods sold, and gross profit on these sales were $425,864, $171,401 and $254,493, respectively, for the three months ended September 30, 2025 and $20,519, $4,840, and $15,679, respectively, for the three months ended September 30, 2024.
Operating Expenses
Selling and marketing expenses totaled $358,535 and $120,062 for the three months ended September 30, 2025 and 2024, respectively. This increase was driven by our sales and marketing efforts related to the products acquired in the Elevai Acquisition.
Research and development expenses decreased by $103,813 to $227,993 for the three months ended September 30, 2025 as compared to the same period of 2024. This decrease was principally driven lower headcount in the 2025 period.
General and administrative expenses increased from $965,622 for the three months ended September 30, 2024 to $1,122,684 for the comparable period of 2025 principally due to a higher level of legal and other professional fees and services related to merger activities.
27
Other Income (Expenses), Net
Other income, net, was $41,262 for the three months ended September 30, 2025, as compared to net other expenses, net, of $1,458,692 in the corresponding period of 2024. Other expenses, net, for the third quarter of 2024 were driven by an unfavorable change in the fair value of the FPA (as defined in Note 2 to the accompanying unaudited condensed consolidated financial statements) of $1,420,137. The FPA matured in October 2024 with no funds due to or from us.
Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and 2024
The following table sets forth our unaudited consolidated results of operations for the nine months ended September 30, 2025 and 2024:
|
|
Nine Months Ended September 30, |
|
|
|
% |
||
|
|
2025 |
|
2024 |
|
Change |
|
Change |
|
|
(unaudited) |
|
|
|
|
||
Gross sales |
|
$1,525,027 |
|
$71,235 |
|
$1,453,792 |
|
2,041% |
Discounts and allowances |
|
(85,198) |
|
(38,396) |
|
(46,802) |
|
122% |
Net sales |
|
1,439,829 |
|
32,839 |
|
1,406,990 |
|
4,285% |
Cost of sales |
|
612,885 |
|
5,132 |
|
607,753 |
|
11,842% |
Gross profit |
|
826,944 |
|
27,707 |
|
799,237 |
|
2,885% |
Operating expenses: |
|
|
|
|
|
|
|
|
Selling and marketing |
|
1,087,351 |
|
131,107 |
|
956,244 |
|
729% |
Research and development |
|
684,808 |
|
865,292 |
|
(180,484) |
|
-21% |
General and administrative |
|
3,828,753 |
|
2,957,890 |
|
870,863 |
|
29% |
Depreciation and amortization of intangibles |
|
62,404 |
|
65,039 |
|
(2,635) |
|
-4% |
Total operating expenses |
|
5,663,316 |
|
4,019,328 |
|
1,643,988 |
|
41% |
Loss from operations |
|
(4,836,372) |
|
(3,991,621) |
|
(844,751) |
|
21% |
Other income (expenses), net |
|
14,312 |
|
(5,744,560) |
|
5,758,872 |
|
-100% |
Loss from continuing operations before income taxes |
|
(4,822,060) |
|
(9,736,181) |
|
4,914,121 |
|
-50% |
Income tax benefit |
|
— |
|
— |
|
— |
|
0% |
Loss from continuing operations |
|
(4,822,060) |
|
(9,736,181) |
|
4,914,121 |
|
-50% |
Loss from discontinued operations |
|
— |
|
(1,252,276) |
|
1,252,276 |
|
-100% |
Gain on sale of discontinued operations |
|
— |
|
1,534,479 |
|
(1,534,479) |
|
-100% |
Net loss |
|
$(4,822,060) |
|
$(9,453,978) |
|
$4,631,918 |
|
-49% |
Sales/Gross Profit
Gross sales for the nine months ended September 30, 2025 and 2024 were $1,525,027 and $71,235, respectively. This increase was principally driven by sales of the products acquired in the Elevai Acquisition. Discounts and allowances related to these sales totaled $85,198 and $38,396 for the nine months ended September 30, 2025 and 2024, respectively. Our net revenue, cost of goods sold, and gross profit on these sales were $1,439,829, $612,885, and $826,944, respectively, for the nine months ended September 30, 2025 and $32,839, $5,132, and $27,707, respectively, for the nine months ended September 30, 2024.
Operating Expenses
Selling and marketing expenses totaled $1,087,351 and $131,107 for the nine months ended September 30, 2025 and 2024, respectively. This increase was driven by our marketing efforts related to the products acquired in the Elevai Acquisition.
Research and development expenses decreased by $180,484 to $684,808 for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. This decrease was principally driven by the termination of employees in non-core or overlapping business areas at the end of the first quarter of 2024, partially offset by increased costs related to the business acquired in the Elevai Acquisition.
General and administrative expenses were $3,828,753 and $2,957,890 for the nine months ended September 30, 2025 and 2024, respectively. This increase was primarily driven by an increase in costs for legal and other professional fees and services related to merger activities.
28
Other Income (Expenses), Net
Other income, net, was $14,312 for the nine months ended September 30, 2025, as compared to other expenses, net, of $5,744,560 for the corresponding period of 2024. Other expenses, net, for the nine months ended September 30, 2024 were driven by an unfavorable change in the fair value of the FPA (as defined in Note 2 to the accompanying unaudited condensed consolidated financial statements) of $5,700,451. The FPA matured in October 2024 with no funds due to or from us.
Liquidity, Capital Resources, and Going Concern
As of September 30, 2025, we had cash of $1,109,228 and negative working capital of $3,997,047. In addition, we had a net loss of $4,822,060 and negative cash flows from operations of $3,022,899 for the nine months ended September 30, 2025. Since our inception, we have financed operations principally through our issuances of equity securities. We significantly reduced operating expenses by the elimination of non-core business functions in the first quarter of 2024 and the reduction in expenses resulting from the AxoBio Disposition (as defined in Note 14 to the accompanying unaudited condensed consolidated financial statements).
Late in the second quarter of 2024, we began the launch of our cosmetic skincare products based on the Carmell Secretome™. In addition, we completed the Elevai Acquisition in January 2025. The business acquired in the Elevai Acquisition had revenue of approximately $2.5 million in 2024. Management anticipates that revenue from the continued commercialization of its cosmetic products and the anticipated cost savings from the restructuring activities detailed above will assist us in extending our cash runway. In addition, the pending THPlasma Merger is expected to close in the first quarter of 2026, and we are exploring raising additional capital.
However, the cash available to us may not be sufficient to allow us to operate for the next 12 months due to our current and potential liabilities. We may need to raise additional capital through equity or debt issuances. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing overhead expenses. We cannot provide any assurance that any new financing will be available on commercially acceptable terms, if at all, or will be completed on a timely basis. These conditions raise substantial doubt about our ability to continue as a going concern.
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates the continuation of the Company as a going concern, the realization of assets, and the satisfaction of liabilities in the normal course of business. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty or that may be necessary should we be unable to continue as a going concern.
Debt
As of September 30, 2025, we had outstanding debt totaling $286,059 related to the financing of premiums on our insurance programs (see Note 9 to the accompanying unaudited condensed consolidated financial statements).
Cash Flows
The following table summarizes our unaudited condensed consolidated cash flows for the nine months ended September 30, 2025 and 2024:
|
|
Nine Months Ended September 30, |
|
|
|
|
||
|
|
2025 |
|
2024 |
|
Change |
|
% Change |
Net cash used in operating activities |
|
$(3,022,899) |
|
$(3,121,193) |
|
$98,294 |
|
-3% |
Net cash used in investing activities |
|
(164,224) |
|
(748,796) |
|
584,572 |
|
-78% |
Net cash provided by financing activities |
|
4,139,212 |
|
2,094,853 |
|
2,044,359 |
|
98% |
Operating Activities
Net cash used in operating activities for the nine months ended September 30, 2025 totaled $3,022,899 as compared to $3,121,193 in the same period of 2024. Our net loss from continuing operations decreased from $9,736,181 for the nine months ended September 30, 2024 to $4,822,060 in the comparable period of 2025. For the nine months ended September 30, 2024, we incurred a non-cash loss on the FPA of $5,700,451. In addition, we paid down $1,463,805 of accounts payable and accrued liabilities in the first nine months of 2024. This was partially offset by $1,021,361 in cash flows from the AxoBio business, which was disposed of in March 2024.
29
Investing Activities
During the nine months ended September 30, 2025, we paid $150,000 of costs related to the Elevai Acquisition and purchased $14,224 of property and equipment. In the nine months ended September 30, 2024, we paid $748,796 of costs in connection with the AxoBio Disposition.
Financing Activities
Net cash provided by financing activities was $4,139,212 and $2,094,853 for the nine months ended September 30, 2025 and 2024, respectively. In the first nine months of 2025, we closed the 2025 Private Placement, sold shares of Common Stock under the ATM Financing for aggregate net proceeds of $3,483,790 and received $1,000,000 in proceeds from the exercise of certain Common Stock Warrants. In the first half of 2024, we received net proceeds from the sale of shares of Common Stock totaling $2,687,225. In addition, loan repayments related to the Company's insurance premium financing programs decreased by $247,794 in the 2025 period, reflecting a lower level of cost financed under our insurance programs.
Contingencies
On November 8, 2023, Puritan (as defined in Note 10 to the accompanying unaudited condensed consolidated financial statements) filed a complaint captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., No. 655566/2023 (New York Supreme Court, New York County) naming the Company as defendant. In the complaint, Puritan asserts that we breached our obligations under the Convertible Notes and the Convertible Note Warrants (as each such term is defined in Note 10 to the accompanying unaudited condensed consolidated financial statements). Puritan also asserts that we did not comply with our obligation to provide Puritan with 25,000 freely tradable shares of Common Stock on a timely basis. Puritan asserts claims for declaratory judgment, breach of contract, conversion, foreclosure of its security interest, replevin, unjust enrichment, and indemnification, and seeks remedies including damages totaling $2,725,000 through November 1, 2023, additional fees and interest thereafter, costs and attorney’s fees, an order of foreclosure on its security interest, and other declaratory relief. The Company carried an accrual for interest payable of $1,175,845 as of both December 31, 2024 and 2023, related to the Convertible Notes. In July 2024, the Court dismissed four of the eight claims in the complaint without prejudice. The case is currently in the discovery phase with respect to the remaining claims, which is expected to last through the fourth quarter of 2025. We intend to defend ourselves vigorously against this litigation. However, there can be no assurance that this matter will be resolved in our favor, and an adverse outcome could have a material adverse effect on our financial condition.
Contractual Obligations and Commitments
In addition to financing obligations under our debt agreements, our contractual and commercial commitments include expenditures for operating leases and royalty payments. See Note 5 and Note 10 to the accompanying unaudited condensed consolidated financial statements for information on the royalties related to the Asset Purchase Agreement and the Yuva License (as defined in Note 10 to the accompanying unaudited condensed consolidated financial statements).
Emerging Growth Company and Smaller Reporting Company Status
The JOBS Act permits an “emerging growth company” to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. Although we qualify as an emerging growth company, we have elected not to “opt-out” of this provision and, as a result, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard and will do so until such time that we either (i) irrevocably elect to “opt-out” of such extended transition period or (ii) no longer qualify as an emerging growth company.
We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million, and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year, and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time that we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K, and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.
30
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not required.
Item 4. Controls and Procedures.
Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and Procedures
As required by Rules 13a-15 and 15d-15 under the Exchange Act, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of our disclosure controls and procedures as of September 30, 2025. Based upon this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of such date due to the material weaknesses in our internal controls described below. During the course of its evaluation, management identified material weaknesses in the Company’s internal controls over the classification of operating expenses in the second quarter of 2025 and the accounting treatment for a complex transaction in the third quarter of 2025 and in the fourth quarter of 2024. We have addressed these weaknesses by implementing additional review procedures and adopting a policy requiring formal documentation to substantiate the accounting treatment of all material transactions, including references to the relevant authoritative guidance.
Changes in Internal Control Over Financial Reporting
Other than as addressed above, there has been no change in our internal control over financial reporting during the most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
31
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
For a description of our material pending legal proceedings, see Note 10 to the accompanying unaudited condensed consolidated financial statements, which are incorporated herein by reference.
Item 1A. Risk Factors.
There have been no material changes from the risk factors disclosed under “Risk Factors” in Part I, Item 1A of our 2024 Annual Report, except as noted below. The risks and uncertainties described in our 2024 Annual Report and those described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition or results of operations.
Risks Related to the Merger
Failure to complete, or delays in completing, the THPlasma Merger could materially and adversely affect Longevity’s results of operations, business, financial results and/or common stock price.
On July 14, 2025, Longevity entered into the THPlasma Agreement with THPlasma, pursuant to which, if all of the conditions to the Merger Closing are satisfied or waived, Merger Sub will merge with and into THPlasma, with THPlasma surviving as Longevity’s wholly owned subsidiary. Consummation of the THPlasma Merger is subject to certain closing conditions, a number of which are not within Longevity’s control. Any failure to satisfy these required conditions to the Merger Closing may prevent, delay or otherwise materially adversely affect the completion of the transaction. Longevity cannot predict with certainty whether or when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that Longevity will be able to successfully consummate the THPlasma Merger as currently contemplated under the THPlasma Agreement or at all.
Longevity’s efforts to complete the THPlasma Merger could cause substantial disruptions in, and create uncertainty surrounding, Longevity’s business, which may materially adversely affect Longevity’s results of operations and Longevity’s business. Uncertainty as to whether the THPlasma Merger will be completed may affect Longevity’s ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the transaction is pending because employees may experience uncertainty about their roles following the transaction. Uncertainty as to whether the THPlasma Merger will be completed could adversely affect Longevity’s business and Longevity’s relationship with collaborators, suppliers, vendors, regulators and other business partners. For example, vendors, collaborators and other counterparties may defer their decisions to work with Longevity or seek to change their existing business relationships with Longevity. Changes to, or termination of, existing business relationships could adversely affect Longevity’s results of operations and financial condition, as well as the market price of the Common Stock. The adverse effects of the pendency of the transaction could be exacerbated by any delays in completion of the THPlasma Merger or termination of the THPlasma Agreement.
If the conditions to the THPlasma Merger are not satisfied or waived, the THPlasma Merger may not occur.
Even if the THPlasma Merger is approved by the THPlasma stockholders and the issuance of the Merger Shares and the Earnout Shares, if any, is approved by the Longevity stockholders, specified conditions must be satisfied or, to the extent permitted by applicable law, waived to complete the THPlasma Merger. These conditions are set forth in the THPlasma Agreement and will be described in further detail in the registration statement on Form S-4 to be filed by Longevity in connection with the THPlasma Merger. Longevity and THPlasma cannot assure you that all of the conditions to the consummation of the THPlasma Merger will be satisfied or waived. If the conditions are not satisfied or waived, the THPlasma Merger may not occur, or the Merger Closing may be delayed.
The THPlasma Merger may be completed even though a material adverse effect may result from the public announcement of the THPlasma Merger, industry-wide changes or other causes.
In general, neither Longevity nor THPlasma is obligated to complete the THPlasma Merger if there is a material adverse effect affecting the other party between July 14, 2025 (the date of the THPlasma Agreement) and the Merger Closing. However, certain types of events are excluded from the concept of a “material adverse effect.” Such exclusions include but are not limited to changes in general economic conditions, industry-wide changes, changes resulting from the public announcement of the THPlasma Merger, natural disasters, pandemics, public health events, other force majeure events, acts or threat of terrorism or war and changes in law or GAAP. Therefore, if any of these events were to occur and adversely affect Longevity or THPlasma, the other party would still be required to consummate the THPlasma Merger notwithstanding such material adverse effects. If any such adverse effects occur and Longevity or THPlasma consummates the Merger Closing, the common stock price of the combined company following the THPlasma Merger (the “Combined Company”) may suffer. This, in turn, may reduce the value of the THPlasma Merger to the stockholders of Longevity, THPlasma, or both.
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If Longevity and THPlasma complete the THPlasma Merger, the Combined Company may need to raise additional capital by issuing equity securities or additional debt, which may cause significant dilution to the Combined Company’s stockholders or restrict the Combined Company’s operations.
The Combined Company may need to raise additional capital in the future. In particular, $5 million will be required to satisfy the THPlasma’s obligations to TMG for the License Purchase. Additional financing may not be available to the Combined Company when it is needed or may not be available on favorable terms. To the extent that the Combined Company raises additional capital by issuing equity securities, such financing will cause additional dilution to all stockholders of the Combined Company, including Longevity stockholders and former THPlasma stockholders. It is also possible that the terms of any new equity securities may have preferences over the Combined Company’s common stock. Any debt financing into which the Combined Company enters may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the Combined Company’s assets, as well as prohibitions on its ability to grant liens, pay dividends, redeem its stock or make investments. In addition, if the Combined Company raises additional funds through licensing arrangements, the terms of such arrangements may not be favorable to the Combined Company.
Some Longevity directors and executive officers may have interests in the THPlasma Merger that are different from yours and that may influence them to support or approve the THPlasma Merger without regard to your interests.
Directors and executive officers of Longevity may have interests in the THPlasma Merger that are different from, or in addition to, the interests of other Longevity stockholders generally. These interests with respect to Longevity’s directors and executive officers may include, among others, acceleration of stock option vesting, severance payments if employment is terminated in a qualifying termination in connection with the THPlasma Merger and rights to continued indemnification, expense advancement and insurance coverage. One or more members of the Longevity board of directors may continue as directors of the Combined Company after the Effective Time, and, following the Merger Closing, may therefore be eligible to be compensated as non-employee directors of the Combined Company.
The Longevity board of directors was aware of and considered those interests, among other matters, in reaching its decision to approve and adopt the THPlasma Agreement, approve the THPlasma Merger, and recommend to Longevity stockholders the approval of the issuance of the Merger Shares and the Earnout Shares, if any, to THPlasma stockholders in the THPlasma Merger . These interests, among other factors, may have influenced the directors and executive officers of Longevity to support or approve the THPlasma Merger.
Longevity stockholders may not realize a benefit from the THPlasma Merger commensurate with the ownership dilution they will experience in connection with the THPlasma Merger.
If the Combined Company is unable to realize the full strategic and financial benefits currently anticipated from the THPlasma Merger, Longevity stockholders will have experienced substantial dilution of their ownership interests, without receiving any commensurate benefit, or will have only received part of the commensurate benefit resulting from the extent to which the Combined Company is able to realize the strategic and financial benefits currently anticipated from the THPlasma Merger.
If the THPlasma Merger is not completed, Longevity’s stock price may decrease significantly.
The market price of the Common Stock is subject to significant fluctuations. Market prices for securities of pharmaceutical, biotechnology and other life science companies have historically been particularly volatile. In addition, the market price of the Common Stock will likely be volatile based on whether stockholders and other investors believe that Longevity can complete the THPlasma Merger, regain its Nasdaq listing or otherwise raise additional capital to support Longevity’s operations if the THPlasma Merger is not consummated and another strategic transaction cannot be identified, negotiated and consummated in a timely manner, if at all. The volatility of the market price of the Common Stock may be exacerbated by low trading volume. Additional factors that may cause the market price of the Common Stock to fluctuate include:
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Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of the Common Stock. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies.
Longevity stockholders will generally have a reduced ownership and voting interest in, and will exercise less influence over the management of, the Combined Company following the completion of the THPlasma Merger as compared to their current ownership and voting interests in the respective companies.
After the completion of the THPlasma Merger, the current Longevity stockholders will generally own a smaller percentage of the Combined Company than their ownership of their respective companies prior to the THPlasma Merger. Immediately after the consummation of the THPlasma Merger, Longevity securityholders as of immediately prior to the THPlasma Merger are expected to own approximately 11% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis and the former THPlasma securityholders are expected to own approximately 89% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis, in each case, before the issuance of any Earnout Shares.
During the pendency of the THPlasma Merger, neither Longevity nor THPlasma will be able to enter into a business combination with another party on more favorable terms because of restrictions in the THPlasma Agreement, which could adversely affect their respective business prospects.
Covenants in the THPlasma Agreement impede the ability of Longevity and THPlasma to make acquisitions during the pendency of the THPlasma Merger, subject to specified exceptions. As a result, if the THPlasma Merger is not completed, the parties may be at a disadvantage with respect to their competitors during that period. In addition, while the THPlasma Agreement is in effect, each party is generally prohibited from soliciting, seeking, initiating or knowingly encouraging, inducing or facilitating the communication, making, submission or announcement of any acquisition proposal or acquisition inquiry or taking any action that could reasonably be expected to lead to certain transactions involving a third party, including a THPlasma Merger, sale of assets or other business combination, subject to specified exceptions. Even if such a transaction would be favorable to such party’s stockholders, such party would be unable to pursue it.
Certain provisions of the THPlasma Agreement may discourage third parties from submitting competing proposals, including proposals that may be superior to the transactions contemplated by the THPlasma Agreement.
The terms of the THPlasma Agreement prohibit each of Longevity and THPlasma from soliciting competing proposals or cooperating with persons making unsolicited takeover proposals except in limited circumstances as set forth in the THPlasma Agreement.
Because the lack of a public market for THPlasma Capital Stock makes it difficult to evaluate the fair market value of its capital stock, the value of the Common Stock to be issued to THPlasma stockholders may be more or less than the fair market value of THPlasma Capital Stock.
The outstanding THPlasma Capital Stock is privately held and is not traded on any public market. The lack of a public market makes it difficult to determine the fair market value of THPlasma Capital Stock. Because the percentage of Longevity equity to be issued to THPlasma stockholders was determined based on negotiations between the parties, it is possible that the value of the Common Stock to be issued to THPlasma stockholders will be more or less than the fair market value of THPlasma Capital Stock.
Lawsuits may be filed against Longevity, THPlasma, or any of the members of their respective boards of directors arising out of the THPlasma Merger, which may delay or prevent the THPlasma Merger.
Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against Longevity, the Longevity board of directors, THPlasma, the THPlasma board of directors and others in connection with the transactions contemplated by the THPlasma Agreement. The outcome of litigation is uncertain, and Longevity or THPlasma may not be successful in defending against any such future claims. Lawsuits that may be filed against Longevity, the Longevity board of directors, THPlasma, or the THPlasma board of directors could delay or prevent the THPlasma Merger, divert the attention of Longevity’s and THPlasma’s management and employees from their day-to-day business and otherwise adversely affect Longevity and THPlasma financially.
Longevity is substantially dependent on Longevity’s remaining employees to facilitate the consummation of the THPlasma Merger.
As of August 13, 2025, Longevity had only ten full-time employees. Longevity’s ability to successfully complete the THPlasma Merger depends in large part on Longevity’s ability to retain certain remaining personnel. Despite Longevity’s efforts to retain these employees, one or more employees may terminate their employment with Longevity on short notice. The loss of the services of certain employees could potentially harm Longevity’s ability to consummate the THPlasma Merger and run Longevity’s day-to-day business operations, as well as fulfill Longevity’s reporting obligations as a public company.
Financial projections regarding THPlasma may not prove accurate.
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In connection with the THPlasma Merger, THPlasma prepared and considered internal financial forecasts for THPlasma. These financial projections are based on the internal financial model that THPlasma’s management has historically used for strategic planning, were prepared on a standalone basis, without giving effect to the THPlasma Merger and as if THPlasma never contemplated the THPlasma Merger, and do not take into account any of the possible financial and other effects on THPlasma of the THPlasma Merger, the effect on THPlasma of any business or strategic decision or action that has been or will be taken as a result of the THPlasma Agreement having been executed, or the effect of any business or strategic decisions or actions which would likely have been taken if the THPlasma Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the THPlasma Merger. Further, these financial projections do not take into account the effect on THPlasma of any possible failure of the THPlasma Merger to occur. These financial projections are based on assumptions of THPlasma’s management, including with respect to healthcare markets, manufacturing and sales volume and growth levels, operating results, the success of key commercial initiatives and new product introductions, competitive conditions, technology, availability of capital resources, levels of capital expenditures, and other contractual obligations, supply and demand for, and the price of, infection prevention and control products and services, and other products or services, among other matters.
These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, within projected timeframes or at all. The failure of THPlasma to achieve projected results could have a material adverse effect on the Combined Company’s financial position after the consummation of the THPlasma Merger.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
None.
Item 5. Other Information.
Insider Trading Arrangements
During the nine months ended September 30, 2025, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
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Item 6. Exhibits.
The following exhibits are filed as part of this Quarterly Report:
Number |
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Description |
2.1† |
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2.2 |
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3.1 |
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3.2 |
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3.3 |
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3.4 |
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3.5 |
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31.1* |
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31.2* |
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32.1* |
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32.2* |
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101.INS |
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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 |
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Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents. |
* Filed herewith
† Annexes, schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Longevity Health Holdings, Inc. |
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Date: November 14, 2025 |
By: |
/s/ Rajiv Shukla |
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Name: Rajiv Shukla |
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Title: Chairman and Chief Executive Officer |
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Longevity Health Holdings, Inc. |
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Date: November 14, 2025 |
By: |
/s/ Bryan J. Cassaday |
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Name: Bryan J. Cassaday |
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Title: Chief Financial Officer |
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Exhibit 31.1
CERTIFICATION 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
I, Rajiv Shukla, certify that:
Date: November 14, 2025 |
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By: |
/s/ Rajiv Shukla |
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Rajiv Shukla |
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Chairman and Chief Executive Officer |
Exhibit 31.2
CERTIFICATION 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
I, Bryan J. Cassaday, certify that:
Date: November 14, 2025 |
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By: |
/s/ Bryan J. Cassaday |
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Bryan J. Cassaday |
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|
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Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Longevity Health Holdings, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: November 14, 2025 |
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By: |
/s/ Rajiv Shukla |
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Rajiv Shukla |
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Chairman and Chief Executive Officer |
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Longevity Health Holdings, Inc. (the “Company”) on Form 10-Q for the period ending September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
Date: November 14, 2025 |
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By: |
/s/ Bryan J. Cassaday |
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Bryan J. Cassaday |
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Chief Financial Officer |