Longevity Health Holdings, Inc 10-Q for FY2026 Q1
Longevity Health Holdings, Inc. (XAGE)
About this 10-Q
Longevity Health Holdings, Inc filed this 10-Q on May 15, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $391.76K
- down 23.2% from $510.35K a year earlier
- Net loss
- $1.43M
- compared with a net loss of $1.51M a year earlier
- Diluted EPS
- -$0.75
- compared with -$1.52 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 May 13, 2026, the registrant had
Table of Contents
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PART I. |
FINANCIAL INFORMATION |
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Item 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. |
Legal Proceedings |
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Item 1A. |
Risk Factors |
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Item 2. |
Unregistered Sales of Equity Securities and Use of Proceeds |
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Item 3. |
Defaults Upon Senior Securities |
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Item 4. |
Mine Safety Disclosures |
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Item 5. |
Other Information |
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Item 6. |
Exhibits |
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-2-
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
LONGEVITY HEALTH HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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March 31, |
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December 31, |
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2026 |
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2025 |
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(unaudited) |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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Accounts receivable |
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Inventory |
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Prepaid expenses |
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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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LIABILITIES AND STOCKHOLDERS’ DEFICIT |
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Current liabilities: |
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Accounts payable |
$ |
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$ |
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Accrued expenses and other liabilities |
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Accrued interest |
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Loans payable |
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Earnout liabilities |
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Operating lease liability |
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Consideration payable |
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Total current liabilities |
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Long-term liabilities: |
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Earnout liabilities, 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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Total liabilities and stockholders’ deficit |
$ |
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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 OPERATIONS
(Unaudited)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Gross sales |
$ |
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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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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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Total other income (expense) |
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Loss from continuing operations before income taxes |
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Income tax expense |
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Net loss |
$ |
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$ |
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Net loss per common share - basic and diluted: |
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Net loss per common share |
$ |
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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.
-4-
LONGEVITY HEALTH HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT
Three Months Ended March 31, 2026 and 2025
(Unaudited)
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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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Capital |
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Deficit |
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Total |
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Balance at January 1, 2026 |
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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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Common Stock issued/issuable for Elevai Acquisition |
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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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Net loss |
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— |
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— |
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— |
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Balance at March 31, 2026 |
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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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Common Stock issued, net of costs |
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— |
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Common Stock issued/issuable for Elevai Acquisition |
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— |
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Stock-based compensation expense |
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— |
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Net loss |
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— |
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— |
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Balance at March 31, 2025 |
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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.
-5-
LONGEVITY HEALTH HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
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Three Months Ended March 31, |
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2026 |
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2025 |
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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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Adjustments to reconcile net loss to net cash used in operating activities: |
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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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Inventory write-down |
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— |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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Inventory |
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Prepaid expenses |
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Accounts payable |
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Accrued expenses and other liabilities |
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Lease liability |
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Net cash used in operating activities |
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Cash flows from investing activities |
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Cash paid for Elevai Acquisition transaction costs |
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Net cash used in investing activities |
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Cash flows from financing activities: |
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Proceeds from issuance of Common Stock, net of costs |
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Repayment of loans |
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Net cash provided by financing activities |
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Net (decrease) increase in cash and cash equivalents |
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Cash and cash equivalents - beginning of period |
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Cash and cash equivalents - end of period |
$ |
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$ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-6-
LONGEVITY HEALTH HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
(Unaudited)
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Three Months Ended March 31, |
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2026 |
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2025 |
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Supplemental cash flow information: |
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Interest paid |
$ |
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$ |
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Income taxes paid |
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— |
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— |
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Non-cash investing and financing activities: |
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Insurance premium financing agreements |
$ |
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$ |
— |
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Fair value of shares issued in Elevai Acquisition |
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Consideration payable |
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— |
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Earnout liabilities in Elevai Acquisition |
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— |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
-7-
Longevity Health Holdings, Inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – NATURE OF THE ORGANIZATION AND BUSINESS
Unless the context requires otherwise, references to the “Company” are intended to refer to Longevity Health Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries. 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 primarily sells its products in the United States through three channels: business-to-business, direct-to-consumer, and distributor sales. 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.
Risks and Uncertainties
Economic uncertainty in global markets, driven by geopolitical tensions, including ongoing conflicts in Europe and the Middle East, trade disputes, economic sanctions, and tariffs, has contributed to volatility in commodity prices, supply chain disruptions, inflationary pressures, and fluctuating interest rates. These conditions could materially and adversely affect the Company's business, financial condition, and results of operations if they persist 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, 2025. 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.
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 stockholder 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 (the “Exchange Act”)) 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
-8-
are based change in the future, actual amounts may differ from those included in the accompanying unaudited condensed consolidated financial statements.
Acquisitions
The Elevai Acquisition (as defined in Note 4) 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 (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations (“ASC 805”). As such, the Purchased Assets and the Assumed Liabilities (each as defined in Note 4) are recognized at fair value, with the excess of the fair value of the purchase consideration allocated to the non-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. Such 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.
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 annual 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 Company's chief executive officer, who is its chief operating decision maker for making operating and investment decisions and for assessing performance. The Company’s views the Company’s operations and manages its business in
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 March 31, 2026, 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, it 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 on hand and writes down any inventory that it believes to be impaired to its net realizable value. 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. For the three months ended March 31, 2026, the Company recorded an inventory write‑down of $
-9-
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 using the straight-line method, utilizing the following estimated useful lives:
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
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.
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 of the Company’s Common Stock and similarly positioned public companies within its industry over a period equivalent to the expected life of the instrument. 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. The Company’s stock price was derived from 409A valuations prior to July 14, 2023 and market price for all options and warrants granted thereafter.
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 cosmetic products to customers within the United States. Revenues from 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.
-10-
Cost of Sales
Cost of sales is comprised of all costs to manufacture and package the Company's products, third-party logistics and distribution costs, including shipping and handling costs and inventory adjustments for expiring products, if any. Cost of sales also includes the Royalties (as defined in Note 4) on the net sales of Elevai products existing as of the closing of the Elevai Acquisition and the royalties related to the Yuva License, as detailed in Note 9.
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 facility expenses, laboratory supplies and consumables, and third-party testing services.
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
Stock-Based Compensation
The Company applies the provisions of ASC 718, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards in the unaudited condensed consolidated statements of operations. For stock options issued, 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.
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.
-11-
Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the periods ended March 31, 2026 and 2025, consist of the following (in common stock equivalents):
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March 31, |
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2026 |
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2025 |
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Common Stock options |
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Common Stock warrants |
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Total Common Stock equivalents |
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||
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 as detailed below. 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 lowest priority to unobservable inputs (Level 3).
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, consideration payable, and related party loans payable approximates fair value because of the short-term maturity of such instruments. Under the fair value hierarchy, cash and cash equivalents are classified as Level 1.
|
March 31, 2026 |
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December 31, 2025 |
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Fair Value |
||||||||||
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Carrying Value |
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Estimated Fair Value |
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Carrying Value |
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Estimated Fair Value |
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|
Input Hierarchy |
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Money market accounts |
$ |
|
|
$ |
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|
$ |
|
|
$ |
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|
Level 1 |
||||
Earnout liabilities |
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Level 3 |
||||
Changes in the fair value of Level 3 financial assets and liabilities for the three months ended March 31, 2026 and 2025 are as follows:
|
March 31, |
|
|||||
Earnout Liabilities: |
2026 |
|
|
2025 |
|
||
Balance, beginning of year |
$ |
|
|
$ |
|
||
Initial recognition |
|
|
|
|
|
||
Change in fair value |
|
( |
) |
|
|
|
|
Balance, end of period |
$ |
|
|
$ |
|
||
In connection with the Elevai Acquisition, the Seller (as defined in Note 4) is entitled to a $
The fair value of the earnout liability associated with the sale of inventory was estimated using the following assumptions:
|
March 31, |
|
December 31, |
|
2026 |
|
2025 |
Discount rate |
|
||
Probability of milestone achievement |
|
||
Expected term (in years) |
|
-12-
The fair value of the earnout liability associated with the hair and scalp products was estimated using the following assumptions:
|
March 31, |
|
December 31, |
|
2026 |
|
2025 |
Discount rate |
|
||
Probability of milestone achievement |
|
||
Expected term (in years) |
|
Concentration of Risk
The Company has
Derivative Financial Instruments
The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging” (“ASC 815”). For derivative financial instruments accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then revalued at each reporting date, with changes in fair value reported in the unaudited condensed consolidated statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the unaudited condensed consolidated balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.
Warrant Instruments
The Company accounts for warrants issued in accordance with the guidance contained in ASC 815. Under ASC 815-40, the warrants meet the criteria for equity treatment and, as such, will be recorded in stockholders’ equity. If the warrants no longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period, with changes recorded in the unaudited condensed consolidated statement of operations.
Related Parties
Related parties, which may be an entity or individual, are considered to be related if either the Company or the other party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or significant influence.
Recently Adopted Accounting Pronouncements
The Company
In November 2024, the FASB issued ASU 2024‑03, Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation Disclosures (Subtopic 220‑40): Disaggregation of Income Statement Expenses, as clarified by ASU 2025‑01 in January 2025, which requires public business entities to provide additional tabular disclosures that disaggregate specified natural expense categories (such as purchases of inventory, employee compensation, depreciation and intangible asset amortization) within relevant expense captions and to disclose total selling expenses and the Company’s definition of selling expenses. The guidance, which is effective for the Company for annual periods beginning after December 15, 2026, and interim periods within annual periods beginning after December 15, 2027, with retrospective application to all periods presented and early adoption permitted, is not expected to have a material impact on the Company’s unaudited condensed consolidated financial statements but will result in expanded disclosures in the notes to the unaudited condensed consolidated financial statements. The Company is currently evaluating the impact of this standard, including which income statement expense captions will be considered relevant and the disaggregation approach it will apply.
NOTE 3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS
The unaudited condensed consolidated financial statements were prepared under the assumption that the Company would continue its operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of
-13-
business. The Company had cash 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 (i) raising additional debt or equity financing and (ii) 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 4 – ASSET ACQUISITION
On January 16, 2025 (the “Elevai 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 the 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”) (the “Elevai Acquisition”).
The purchase consideration for the Elevai Acquisition consisted of (i)
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 of the assets acquired and liabilities assumed, where applicable, 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.”
-14-
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 in the unaudited condensed consolidated statements of operations.
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 |
|
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Property and equipment |
|
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Total assets |
|
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Accounts payable |
|
|
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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 consolidated statements of operations for the three months ended March 31, 2026 and 2025 give effect to the Elevai Acquisition as if it had been completed on January 1, 2025. 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.
|
|
Three Months Ended March 31, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
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 |
|
$ |
( |
) |
|
$ |
( |
) |
-15-
NOTE 5 – INVENTORY
Inventory consists of the following:
|
March 31, |
|
|
December 31, |
|
||
|
2026 |
|
|
2025 |
|
||
Raw materials |
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
||
Total |
$ |
|
|
$ |
|
||
NOTE 6 – PROPERTY AND EQUIPMENT
Property and equipment included in continuing operations consist of the following:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Lab equipment |
|
$ |
|
|
$ |
|
||
Leasehold improvements |
|
|
|
|
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|
||
Furniture and fixtures |
|
|
|
|
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|
||
|
|
|
|
|
|
|
||
Less: accumulated depreciation |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense included in continuing operations was $
NOTE 7 – ACCRUED EXPENSES AND OTHER LIABILITIES
Accrued expenses and other liabilities consist of the following amounts:
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Accrued compensation |
|
$ |
|
|
$ |
|
||
Accrued professional fees |
|
|
|
|
|
|
||
Accrued severance |
|
|
|
|
|
— |
|
|
Accrued Board fees |
|
|
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|
||
Accrued royalties |
|
|
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|
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Accrued franchise taxes |
|
|
|
|
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|
||
Other accrued expenses |
|
|
|
|
|
|
||
Accrued expenses and other liabilities |
|
$ |
|
|
$ |
|
||
NOTE 8 – DEBT
Insurance Premium Financing
In March 2026, the Company entered into agreements with a third party to finance $
In July 2025, the Company entered into an agreement with a third party to finance a $
In April 2025, the Company entered into an agreement with a third party to finance a $
-16-
of March 31, 2026 and December 31, 2025, there was $
In July 2024, the Company entered into an agreement with a third party to finance a $
Interest expense on these financing agreements totaled $
NOTE 9 – COMMITMENTS AND CONTINGENCIES
Elevai Royalties
In conjunction with the Elevai Acquisition, the Company will pay the Seller the Royalties for each year ending on the anniversary of the Elevai 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 Buyer (as assignee of the Parent). This license provides the Buyer 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 Buyer’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 Buyer is obligated to pay earned royalties based on net sales of Elevai haircare product, with a minimum royalty of $
Bonus Awards
During 2025, the Board awarded performance-based bonuses to certain executives totaling $
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 connection with the Notice of Acceleration on December 19, 2022. Based on the representations, warranties and agreements and in
-17-
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 10 – PROFIT-SHARING PLAN
NOTE 11 – STOCKHOLDERS’ EQUITY (DEFICIT)
Common and Preferred Stock
As of March 31, 2026 and December 31, 2025, the Company was authorized to issue
-18-
In January 2026, the Company issued
In March 2026, the Company sold
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
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.
Warrants Outstanding
A summary of warrant activity during the three months ended March 31, 2026 is as follows:
|
Number of Shares Issuable on Exercise |
|
|
Weighted Average Exercise Price |
|
|
Weighted Average Remaining Contractual Life in Years |
|
|
Aggregate Intrinsic Value |
|
||||
Outstanding, December 31, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Issued |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Exercised |
|
|
|
|
|
|
|
— |
|
|
|
— |
|
||
Outstanding, March 31, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
Exercisable, March 31, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
— |
|
|||
-19-
Options Outstanding
A summary of option activity during the three months ended March 31, 2026 is as follows:
|
|
Number of Shares Issuable on Exercise |
|
|
Weighted |
|
|
Weighted |
|
|
Aggregate |
|
||||
Outstanding, December 31, 2025 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Forfeitures |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
— |
|
|
Outstanding, March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Vested/Exercisable, March 31, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
The Company recorded stock-based compensation expense for options of $
NOTE 12 – INCOME TAXES
The Company did
NOTE 13 – SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date through the date that the unaudited condensed consolidated financial statements were available to be issued. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.
-20-
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 of 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, 2025 (the “2025 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 of 1933, as amended (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 our expected future growth and our ability to manage such growth, our estimates regarding anticipated operating losses, future revenue, capital requirements and our needs for, and ability to raise, financing in the future, our success in retaining or recruiting officers, key employees or directors, factors relating to our business, operations and financial performance, including our ability to commercialize our products, market acceptance of our products, our ability to compete effectively, market conditions within our industry, our ability to respond and adapt to change in technology or customer behavior as well as all other statements other than statements of historical fact included in this Quarterly Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other filings we make with the U.S. Securities and Exchange Commission (the “SEC”), including those described under Part I, Item 1A, “Risk Factors” in the 2025 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.
Recent Developments
Private Placement
On March 16, 2026 (the “Closing Date”), we closed a private placement (the “PIPE”), whereby we received gross proceeds of approximately $200,000 for the sale of 689,656 shares of our common stock, par value $0.0001 per share (“Common Stock”), at an offering price of $0.29 per share, to International Capital Partners LLC, a Florida limited liability company (“ICP”). The shares of Common Stock were offered and sold in the PIPE in reliance on the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Rule 506(c) of Regulation D promulgated thereunder, and applicable state securities laws.
Chairman and Chief Executive Officer Transition
Effective as of the Closing Date, we and Rajiv Shukla, our former Chairman and Chief Executive Officer, mutually agreed that Mr. Shukla would no longer serve as our Chairman, director and Chief Executive Officer. In connection with Mr. Shukla’s separation from the Company, he and the Company entered into a separation and release of claims agreement, dated March 13, 2026, pursuant to which Mr. Shukla will receive a monthly payment of $30,000 for a period of 12 months (the “Severance Period”), beginning in April 2026; provided that the Severance Period will increase to 18 months in the event that, within three months following the effective date of the Separation Agreement, the Company consummates a transaction or transactions resulting in any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total power to vote for the election of directors of the Company. In addition, Mr. Shukla may receive a one-time, lump sum cash payment in satisfaction of his accrued and unpaid bonus
-21-
in the amount of four hundred and eighty thousand dollars ($480,000) upon the closing of a capital raise of at least one million dollars ($1,000,000).
Janakiram Ajjarapu was appointed by the Company’s Board of Directors (the “Board”) as a director of the Company, the Chairman of the Board and the Company’s Chief Executive Officer effective as of the Closing Date. Mr. Ajjarapu is the managing member of, and holds a direct minority membership interest in, ICP and serves as the trustee of a family trust that holds the remaining outstanding membership interests in ICP.
Impact of Macroeconomic Events
Economic uncertainty in various global markets caused by political instability and conflicts, such as the Iran conflict, the Israel-Hamas war, the ongoing Russia-Ukraine war and the related sanctions imposed against Russia, geopolitical tensions between the United States and China, the imposition and threat 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 I, Item 1A. “Risk Factors” in our 2025 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 for the three months ended March 31, 2026, 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. As of March 31, 2026, we had cash of $313,396 and negative net working capital of $7,086,339, and a net loss of $1,431,713 and negative net cash flow from operations of $485,291 for the three months ended March 31, 2026.
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 date our unaudited condensed consolidated financial statements were issued. 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.
Management’s plans that may alleviate substantial doubt about our ability to continue as a going concern include the acquisition of cash flow generating assets or businesses and raising additional debt or equity financing. Although the Company has been successful in raising capital 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.
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Comparison of Results of Operations for the three months ended March 31, 2026 and 2025
The following table sets forth our unaudited condensed consolidated results of operations for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, |
|
|
|
|
|
% |
|
|||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
Change |
|
||||
Gross sales |
|
$ |
424,390 |
|
|
$ |
534,943 |
|
|
$ |
(110,553 |
) |
|
|
(21 |
%) |
Discounts and allowances |
|
|
(32,626 |
) |
|
|
(24,590 |
) |
|
|
(8,036 |
) |
|
|
33 |
% |
Net sales |
|
|
391,764 |
|
|
|
510,353 |
|
|
|
(118,589 |
) |
|
|
(23 |
%) |
Cost of sales |
|
|
154,739 |
|
|
|
240,530 |
|
|
|
(85,791 |
) |
|
|
(36 |
%) |
Gross profit |
|
|
237,025 |
|
|
|
269,823 |
|
|
|
(32,798 |
) |
|
|
(12 |
%) |
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Selling and marketing |
|
|
270,637 |
|
|
|
280,549 |
|
|
|
(9,912 |
) |
|
|
(4 |
%) |
Research and development |
|
|
55,488 |
|
|
|
196,912 |
|
|
|
(141,424 |
) |
|
|
(72 |
%) |
General and administrative |
|
|
1,224,354 |
|
|
|
1,275,161 |
|
|
|
(50,807 |
) |
|
|
(4 |
%) |
Depreciation and amortization of intangibles |
|
|
15,038 |
|
|
|
23,952 |
|
|
|
(8,914 |
) |
|
|
(37 |
%) |
Total operating expenses |
|
|
1,565,517 |
|
|
|
1,776,574 |
|
|
|
(211,057 |
) |
|
|
(12 |
%) |
Loss from operations |
|
|
(1,328,492 |
) |
|
|
(1,506,751 |
) |
|
|
178,259 |
|
|
|
(12 |
%) |
Other income (expenses), net |
|
|
(103,221 |
) |
|
|
884 |
|
|
|
(104,105 |
) |
|
|
(11,777 |
%) |
Loss from continuing operations before income taxes |
|
|
(1,431,713 |
) |
|
|
(1,505,867 |
) |
|
|
74,154 |
|
|
|
(5 |
%) |
Income tax expense |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
n.m. |
|
|
Net loss |
|
|
(1,431,713 |
) |
|
|
(1,505,867 |
) |
|
|
74,154 |
|
|
|
(5 |
%) |
Sales/Gross Profit
Gross sales for the three months ended March 31, 2026 and 2025 were $424,390 and $534,943, respectively. Discounts and allowances related to these sales totaled $32,626 and $24,590 for the three months ended March 31, 2026 and 2025, respectively. Our net revenue, cost of goods sold, and gross profit on these sales were $391,764, $154,739, and $237,025, respectively, for the three months ended March 31, 2026, and $510,353, $240,530, and $269,823, respectively, for the three months ended March 31, 2025.
Operating Expenses
Selling and marketing expenses totaled $270,637 and $280,549 for the three months ended March 31, 2026 and 2025, respectively.
Research and development expenses decreased by $141,424 to $55,488 for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This decrease was driven by a reduction in internal resources dedicated to research and development activities.
General and administrative expenses were $1,224,354 and $1,275,161 for the three months ended March 31, 2026 and 2025, respectively. Lower legal and other professional fees were partially offset by a $360,000 accrual for severance related to the separation of our former Chairman and Chief Executive Officer.
Other Income (Expense), Net
Other expense, net, was $103,221 for the three months ended March 31, 2026, as compared to other income, net, of $884 for the corresponding period of 2025. During the 2026 period, we recorded an inventory write-down of $196,684 related to expired raw materials and a reserve for excess inventory, partially offset by a $96,053 reduction in earnout liabilities.
Liquidity, Capital Resources, and Going Concern
As of March 31, 2026, we had cash of $313,396 and negative working capital of $7,086,369. In addition, we had a net loss of $1,431,713 and negative cash flows from operations of $485,291 for the three months ended March 31, 2026. Since our inception, we have financed operations principally through our issuances of debt and equity securities.
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 further measures to conserve liquidity, which could include, but are not 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
-23-
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 March 31, 2026, we had outstanding debt totaling $115,342 related to the financing of insurance premiums (see Note 8 to the accompanying unaudited condensed consolidated financial statements).
Cash Flows
The following table summarizes our unaudited condensed consolidated cash flows for the three months ended March 31, 2026 and 2025:
|
|
Three Months Ended March 31, |
|
|
|
|
|
|
||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|
% Change |
|||
Net cash used in operating activities |
|
$ |
(485,291 |
) |
|
$ |
(752,953 |
) |
|
$ |
267,662 |
|
|
(36%) |
Net cash used in investing activities |
|
|
— |
|
|
|
(150,000 |
) |
|
|
150,000 |
|
|
(100%) |
Net cash provided by financing activities |
|
|
91,947 |
|
|
|
1,515,861 |
|
|
|
(1,423,914 |
) |
|
(94%) |
Operating Activities
Net cash used in operating activities for the three months ended March 31, 2026 totaled $485,291 as compared to $752,953 in the same period of 2025. This improvement was driven by a decrease in our net loss of $74,154 to $1,431,713 for the three months ended March 31, 2026, as compared to the comparable period of 2025.
Investing Activities
During the three months ended March 31, 2025, we paid $150,000 of costs related to the Elevai Acquisition (as defined in Note 4 to the accompanying unaudited condensed consolidated financial statements).
Financing Activities
Net cash provided by financing activities was $91,947 and $1,515,861 for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we closed the PIPE for net proceeds of $190,001. In the comparable period of 2025, we closed a private placement for net proceeds of $1,637,610. Repayment of loans totaled $98,054 for the three months ended March 31, 2026 as compared to $121,749 in the comparable period of 2025.
Contingencies
On November 8, 2023, Puritan 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 a defendant. In the complaint, Puritan asserts that the Company breached its obligations under the Convertible Notes and the Convertible Note Warrants. Puritan also asserts that the Company did not comply with its obligations to provide Puritan with 833 freely tradable shares of Common Stock in a timely manner. 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 March 31, 2026 and December 31, 2025 related to the Convertible Notes. The Company moved to dismiss the complaint, and the court dismissed four of the eight claims in the complaint without prejudice in July 2024. The discovery phase of the case was completed in the fourth quarter of 2025, and in February 2026, both parties filed motions for summary judgment to the court. As of the date this Quarterly Report was filed, the court has not ruled on these motions. The Company intends to continue to defend itself vigorously against this litigation. However, there can be no assurance that this matter will be resolved in the Company’s favor, and an adverse outcome could have a material adverse effect on the Company’s 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 4 and Note 9 to the accompanying unaudited condensed consolidated financial statements for information on the royalties related to the Asset Purchase Agreement (as defined in Note 4 to the accompanying unaudited
-24-
condensed consolidated financial statements) and the Yuva License (as defined in Note 9 to the accompanying unaudited condensed consolidated financial statements).
Emerging Growth Company and Smaller Reporting Company Status
The Jumpstart Our Business Startups Act of 2012 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.
-25-
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 March 31, 2026. 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. 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, the accounting treatment for a complex transaction in the third quarter of 2025, and the calculation of stock-based compensation for forfeitures in the first quarter of 2026. 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.
-26-
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
For a description of our material pending legal proceedings, see Note 9 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 2025 Annual Report. The risks and uncertainties described in our 2025 Annual Report 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.
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 three months ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
-27-
Item 6. Exhibits.
The following exhibits are filed as part of this Quarterly Report:
10.1 |
|
|
10.2 |
|
|
31.1* |
|
|
31.2* |
|
|
32.1* |
|
|
32.2* |
|
|
101 INS |
|
Inline XBRL Instance Document. |
101.SCH |
|
Inline Schema Document. |
101 CAL |
|
Inline XBRL Calculation Linkbase Document. |
101 DEF |
|
Inline XBRL Definition Linkbase Document. |
101 LAB |
|
Inline XBRL Label Linkbase Document. |
101 PRE |
|
Inline XBRL Presentation Linkbase Document. |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document filed as Exhibit 101). |
* Filed herewith
-28-
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.
|
Longevity Health Holdings, Inc. |
|
|
|
|
Date: May 15, 2026 |
By: |
/s/ Janakiram Ajjarapu |
|
|
Name: Janakiram Ajjarapu |
|
|
Title: Chairman and Chief Executive Officer |
|
|
|
|
Longevity Health Holdings, Inc. |
|
|
|
|
Date: May 15, 2026 |
By: |
/s/ Bryan J. Cassaday |
|
|
Name: Bryan J. Cassaday |
|
|
Title: Chief Financial Officer |
-29-
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, Janakiram Ajjarapu, certify that:
Date: May 15, 2026 |
|
By: |
/s/ Janakiram Ajjarapu |
|
|
|
Janakiram Ajjarapu |
|
|
|
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: May 15, 2026 |
|
By: |
/s/ Bryan J. Cassaday |
|
|
|
Bryan J. Cassaday |
|
|
|
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 March 31, 2026, 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: May 15, 2026 |
|
By: |
/s/ Janakiram Ajjarapu |
|
|
|
Janakiram Ajjarapu |
|
|
|
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 March 31, 2026, 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: May 15, 2026 |
|
By: |
/s/ Bryan J. Cassaday |
|
|
|
Bryan J. Cassaday |
|
|
|
Chief Financial Officer |