Longevity Health Holdings, Inc 8-K/A, filed Oct 25, 2023

About this 8-K/A

Items reported

Longevity Health Holdings, Inc. (XAGE)

8-K/A 2023-10-25 For: 2023-08-09

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Added on April 06, 2026

Longevity Health Holdings, Inc filed this 8-K/A on October 25, 2023, reporting on events of August 9, 2023.

Date: October 25, 2023

CARMELL CORPORATION

/s/ Rajiv S. Shukla

Rajiv S. Shukla

Executive Chairman

Item 9.01: Financial statements and exhibits

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


99.1		Unaudited interim financial statements of Axolotl as of and for the six months ended June 30, 2023 and 2022.

99.2		Audited financial statements of Axolotl as of and for the year ended December 31, 2022 and 2021, and the related notes and the related independent auditor’s report thereon.

99.3		Unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2022 and the six months ended June 30, 2023.

104		Cover Page Interactive Data File (embedded within the inline XBRL document)


Financial Statements

Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022			3

Condensed Statements of Income for the six months ended June 30, 2023 (unaudited) and 2022 (unaudited)			4

Condensed Statements of Changes in Stockholders’ Deficit for the six months ended June 30, 2023 (unaudited), and 2022 (unaudited)			5

Condensed Statements of Cash Flows for the six months ended June 30, 2023 (unaudited) and 2022 (unaudited)			6

Notes to Condensed Financial Statements			7-13


	June 30,			December 31,
	2023			2022
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	698,002		$	1,403,052
Accounts receivable, net		17,159,920			17,500,421
Prepaid expenses		200,157			192,928
Inventories		2,595,224			1,166,935

Total current assets		20,653,303			20,263,336
Property and equipment, net		85,611			104,314

Total assets	$	20,738,914		$	20,367,650

Liabilities and Stockholder’s Deficit
Current liabilities
Accounts payable	$	13,830,127		$	14,802,963
Accrued interest		107,106			69,904
Accrued interest, related party		194,736			689,855
Other accrued expenses		53,849			66,440

Total current liabilities		14,185,818			15,629,162
Non-current liabilities
Loans, noncurrent		2,000,000			2,000,000
Related party loans, noncurrent		5,610,000			5,610,000

Total liabilities		21,795,818			23,239,162

Commitments and contingencies (Note 6)
Stockholder’s deficit
Series A Convertible Preferred stock, $0.001 par value; 25,000,000 shares authorized and 14,636,875 issued and outstanding as of June 30, 2023 and December 31, 2022		14,637			14,637
Class A Common stock, $0.001 par value; Class A common stock 75,000,000 shares authorized and 43,612,339 issued and outstanding as of June 30, 2023 and December 31, 2022		43,612			43,612
Additional paid-in capital		4,202,896			4,202,896
Accumulated Deficit		(5,318,049	)		(7,132,657	)

Total stockholder’s deficit		(1,056,904	)		(2,871,512	)

Total liabilities and stockholder’s deficit	$	20,738,914		$	20,367,650


	Six Months Ended June 30,
	2023			2022
Revenue	$	21,920,223		$	14,025,199
Cost of revenue		1,040,601			832,967

Gross profit		20,879,622			13,192,232
Operating expenses:
Selling and marketing		16,040,828			9,143,248
General and administrative		2,090,133			2,338,536
Research and development		699,459			521,358

Total operating expenses		18,830,420			12,003,142

Income from operations		2,049,202			1,189,090
Other income (expense):
Other income		10			287
Forgiveness of debt		—			205,100
Interest expense, related party		(197,207	)		(212,514	)
Interest expense		(37,397	)		(23,527	)

Total other expense		(234,594	)		(30,654	)
Net income before income tax expense		1,814,608			1,158,436
Provision for income taxes		—			—

Net income	$	1,814,608		$	1,158,436


	Series A Convertible Preferred Stock				Class A Common Stock				Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
Balance at January 1, 2023		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(7,132,657	)	$	(2,871,512	)
Net income		—		—		—		—		—		1,814,608			1,814,608

Balance at June 30, 2023		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(5,318,049	)	$	(1,056,904	)


	Series A Convertible Preferred Stock				Class A Common Stock				Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
Balance at January 1, 2022		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(9,873,965	)	$	(5,612,820	)
Net income		—		—		—		—		—		1,158,436			1,158,436

Balance at June 30, 2022		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(8,715,529	)	$	(4,454,384	)


	Percentage of Revenue						Percentage of Accounts Receivable
	Six Months Ended June 30,						June 30,			December 31,
	2023			2022			2023			2022
Customer A		100	%		97	%		100	%		99	%


	Percentage of Revenue Six Months Ended June 30,
	2023			2022
Dualgraft		100	%		99	%
Ambient		—			1	%


Report of Independent Registered Public Accounting Firm			1

Financial Statements:
Balance Sheets as of December 31, 2022 and 2021			2

Statements of Operations for the years ended December 31, 2022 and 2021			3

Statements of Changes in Stockholder’s Deficit for the years ended December 31, 2022 and 2021			4

Statements of Cash Flows for the years ended December 31, 2022 and 2021			5

Notes to Financial Statements			6-16


	December 31,
	2022			2021
Assets
Current assets
Cash and cash equivalents	$	1,403,052		$	790,952
Accounts receivables, net		17,500,421			727,140
Other receivables, net		—			103,587
Prepaid expenses		192,928			102,245
Inventories		1,166,935			535,650

Total current assets		20,263,336			2,259,574
Property and equipment, net		104,314			138,170

Total assets	$	20,367,650		$	2,397,744

Liabilities and Stockholder’s Deficit
Current liabilities
Accounts payable	$	14,802,963		$	417,746
Accrued interest		69,904			9,878
Accrued interest, related party		689,855			389,095
Other accrued expenses		66,440			278,745

Total current liabilities		15,629,162			1,095,464
Non-current liabilities
Loans, noncurrent		2,000,000			705,100
Related party loans, noncurrent		5,610,000			6,210,000

Total liabilities		23,239,162			8,010,564

Commitments and contingencies (Note 6)

Stockholder’s deficit
Series A Convertible Preferred stock, $0.001 par value; 25,000,000 shares authorized and 14,636,875 issued and outstanding as of December 31, 2022 and 2021		14,637			14,637
Class A Common Stock, $0.001 par value; 75,000,000 shares authorized and 43,612,339 issued and outstanding as of December 31, 2022 and 2021		43,612			43,612
Additional paid-in capital		4,202,896			4,202,896
Accumulated deficit		(7,132,657	)		(9,873,965	)

Total stockholder’s deficit		(2,871,512	)		(5,612,820	)

Total liabilities and stockholder’s deficit	$	20,367,650		$	2,397,744


	Series A Convertible Preferred Stock				Class A Common Stock				Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
Balance at January 1, 2021		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(8,102,167	)	$	(3,841,022	)
Net loss		—		—		—		—		—		(1,771,798	)

Balance at December 31, 2021		14,636,875		14,637		43,612,339		43,612		4,202,896		(9,873,965	)		(5,612,820	)
Net income		—		—								2,741,308

Balance at December 31, 2022		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(7,132,657	)	$	(2,871,512	)


	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$	2,741,308		$	(1,771,798	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense		46,628			49,588
Bad debt expense		108,000			7,142
Forgiveness of debt		(205,100	)		(215,500	)
Loss from disposal of equipment		—			48,642
Amortization of right of use asset		—			83,148
Changes in operating assets and liabilities:
Other receivables, net		103,587			(103,587	)
Accounts receivables		(16,881,281	)		(734,282	)
Prepaid expenses		(90,683	)		521,340
Inventory		(631,285	)		(535,650	)
Accounts payable and other accrued expenses		14,172,912			332,253
Accrued interest		60,026			9,878
Accrued interest, related party		300,760			200,605
Payments for operating lease liability		—			(88,065	)

Net cash used in operating activities		(275,128	)		(2,196,286	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(12,772	)		(37,565	)
Proceeds from sale of equipment		—			3,932

Net cash used in investing activities		(12,772	)		(33,633	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on related party loans		(600,000	)		—
Proceeds from the issuance of loans, net		1,500,000			705,100
Proceeds from the issuance of related party loans		—			2,200,000

Net cash provided by financing activities		900,000			2,905,100

Increase in cash and cash equivalents		612,100			675,181
Cash and cash equivalents, beginning of year		790,952			115,771

Cash and cash equivalents, end of year	$	1,403,052		$	790,952

Supplemental disclosures of cash flow information:
Cash paid for interest	$	118,668		$	200,900


Classification		Estimated Useful Life (in years)
Operating Equipment		5
Office Equipment		5
Furniture and Fixtures		7


	Percentage of Revenue Years Ended December 31,		Percentage of Accounts Receivable December 31,
	2022	2021	2022	2021
Customer A	99%	40%	100%	4%
Customer B	1%	48%	0%	89%


Year ending December 31,	Amount
2023	$	—
2024		5,610,000
2025		13,168
2026		45,713
2027		47,457
Thereafter		1,893,662

Total	$	7,610,000


	Years ended December 31,
	2022		2021
Current
Federal	$	—	$	—
State		—		—
Foreign		—		—

Total Current		—		—
Deferred
Federal	$	—	$	—
State		—		—
Foreign		—		—

Total Deferred		—		—

Total income taxes	$	—	$	—


	Number of Shares		% Ownership
New Carmell Class A shares held by ALPA stockholders		3,321,762		17.3	%
Founder Shares ⁽¹⁾		3,861,026		20.1	%
New Carmell shares issued in merger to Carmell stockholders		12,053,517		62.6	%

Shares outstanding		19,236,305		100.0	%


New Carmell shares issued in merger to Carmell stockholders			12,053,517
Additional New Carmell shares reserved for the future exercise of Carmell stock options			2,285,456
Additional New Carmell shares reserved for the future exercise of Carmell warrants			660,859

Total New Carmell shares issuable to Carmell stockholders			14,999,832


3,845,337 shares of New Carmell Class A Common stock	$	11,271
4,234 shares of New Carmell Series A Preferred stock		10,382
Earnout		13,482
Deferred Consideration		6,915

Total estimated value of consideration transferred	$	42,050


					Business								Axolotl
					Combination								Acquisition
					Transaction								Transaction
					Accounting				New Carmell				Accounting
	ALPA		Carmell		Adjustments				Pro Forma		Axolotl		Adjustments				Pro Forma
	(Historical)		(Historical)		(Note 2)				Combined		(Historical)		(Note 3)				Combined
ASSETS
Current assets:
Cash	$	10	$	16	$	11,829		(1)	$	7,432	$	698	$	(300	)	(E)	$	7,830
						1,644		(2)
						(2,280	)	(4)
						(3,787	)	(9)
Accounts receivable		—		—		—				—		17,160		—				17,160
Deferred offering costs		—		1,317		(1,317	)	(4)		—		—		—				—
Prepaid expenses		54		6		—				60		200		—				260
Inventories		—		—		—				—		2,595		9,104		(C)		11,699

Total current assets		64		1,339		6,089				7,492		20,653		8,804				36,949
Marketable securities held in trust account		160,237		—		(29,347	)	(1)		—		—		—				—
						(130,890	)	(2)
Operating lease right-of-use assets, net		—		788		—				788		—		—				788
Intangible assets, net of accumulated		—		26		—				26		—		23,260		(D)		23,286
Property and equipment, net		—		237		—				237		86		—				323
Forward purchase agreement asset		—		—		16,822		(1)		16,822		—		—				16,822
Goodwill		—		—		—				—		—		1,057		(A)		18,315
														42,050		(B)
														(9,607	)	(C)
														(23,260	)	(D)
														8,075		(F)

Total assets	$	160,301	$	2,390	$	(137,326	)		$	25,365	$	20,739	$	50,379			$	96,483


LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	—	$	3,661	$	—				$	3,661	$	13,830	$	—				$	17,491
Accrued expenses		2,815		1,613		—					4,428		54		—					4,482
Due to related party		172		—		—					172		—		—					172
Income taxes payable		1,123		—		—					1,123		—		—					1,123
Accrued interest		—		1,009		(1,009	)	(9	)		—		107		—					107
Accrued interest, related		—				—					—		195		—					195
Advance from related party		—		25							25		—		—					25
Promissory notes, net of debt discount		—		708		—					708		—		—					708
Promissory notes-related parties, net of debt discount		—		69							69		—		—					69
Convertible notes payable, current		—		2,778		(2,778	)	(9	)		—		—		—					—
Derivative liabilities		—		4,697		(4,697	)	(9	)		—		—		—					—
Loans, current		—		—		—					—		—		—					—
Lease liability, current		—		135		—					135		—		—					135

Total current liabilities		4,110		14,695		(8,484	)				10,321		14,186		—					24,507
Loans, noncurrent		—		—		—					—		2,000		(503	)	(C	)		1,497
Related party loans, noncurrent		—		—		—					—		5,610		—					5,610
Lease liability, net of current portion		—		759		—					759		—		—					759
Earnout liability		—		—		—					—		—		13,482		(B	)		13,482
Contingent consideration payable		—		—		—					—		—		6,915		(B	)		6,915
Deferred tax liabilities		—		—		—					—		—		8,075		(F	)		8,075

Total liabilities		4,110		15,454		(8,484	)				11,080		21,796		27,969					60,845
Commitments and contingencies
Class A common stock subject to possible redemption		158,593		—		(29,347	)	(1	)		—		—		—					—
						(129,246	)	(2	)
Redeemable Convertible Preferred stock
Series A Preferred stock		—		7,866		(7,866	)	(3	)		—		—		—					—
Series B Preferred stock		—		7,025		(7,025	)	(3	)		—		—		—					—
Series C-1 Preferred stock		—		810		(810	)	(3	)		—		—		—					—
Series C-2 Preferred stock		—		16,341		(16,341	)	(3	)		—		—		—					—

Total redeemable convertible preferred stock		—		32,042		(32,042	)				—		—		—					—


Stockholders’ (deficit) equity
Series A Preferred stock		—			—			—					—			15			(15	)	(A	)		—
Class A Common stock		—			—			1		(3	)		2			44			(44	)	(A	)		2
								1		(6	)
Class B common stock		1			—			(1	)	(6	)		—			—			—					—
Common stock		—			15			(15	)	(7	)		—			—			—					—
Additional paid-in-capital		—			5,026			29,347		(1	)		60,687			4,203			(4,203	)	(A	)		82,340
								32,041		(3	)								21,653		(B	)
								(1,347	)	(4	)
								394		(5	)
								15		(7	)
								(5,047	)	(8	)
								258		(9	)
Accumulated (deficit) equity		(2,403	)		(50,147	)		(2,250	)	(4	)		(46,404	)		(5,319	)		5,319		(A	)		(46,704	)
								(394	)	(5	)								(300	)	(E	)
								5,047		(8	)
								4,439		(9	)
								(696	)	(1	)

Total stockholders’ (deficit) equity		(2,402	)		(45,106	)		61,793					14,285			(1,057	)		22,410					35,638

Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity	$	160,301		$	2,390		$	(137,326	)			$	25,365		$	20,739		$	50,379				$	96,483


Weighted average shares outstanding of Carmell common stock - basic and diluted				18,307,002
Basic and diluted net loss per share - Carmell common stock			$	(0.42	)

Weighted average shares outstanding of Class A common stock subject to possible redemption - basic and diluted		15,444,103
Basic and diluted net income per share - Class A common stock subject to possible redemption	$	0.05

Weighted average shares outstanding of Class B common stock - basic and diluted		3,861,026
Basic and diluted net income per share - Class B common stock	$	0.05

Weighted average shares outstanding of Class A common stock - basic and diluted		463,882					19,236,305			23,081,642
Basic and diluted net income per share - Class A common stock	$	0.05				$	(0.28	)	$	(0.21	)


	ALPA (Historical)			Carmell (Historical)			Business Combination Transaction Accounting Adjustments (Note 2)				New Carmell Pro Forma Combined			Axolotl (Historical)			Axolotl Acquisition Transaction Accounting Adjustments (Note 3)				Pro Forma Combined
Revenue		—			—			—				—			39,897			—				39,897
Cost of revenue		—			—			—				—			2,100			9,104		(C)		11,204

Gross profit		—			—			—				—			37,797			(9,104	)			28,693
Costs and expenses
Selling and marketing		—			—			—				—			28,807			—				28,807
General and administrative		1,651			3,218			394		(3)		5,263			4,959			—				10,222
Research and development		—			2,196			—				2,196			1,016			—				3,212
Depreciation and amortization		—			94			—				94			—			2,540		(B)		2,634
Transaction costs		—			—			2,250		(2)		2,250			—			300		(A)		2,550

Total costs and expenses		1,651			5,508			2,644				9,803			34,782			2,840				47,425
Income (Loss) from operations		(1,651	)		(5,508	)		(2,644	)			(9,803	)		3,015			(11,944	)			(18,732	)
Other income (expense)
Dividend and interest income		2,247			—			(2,247	)	(1)		—			—			—				—
Forgiveness of debt		—			—			—				—			205			—				205
Other income		—			11			—				11			(1	)		—				10
Change in fair value of derivative liabilities		—			1,259			(1,259	)	(4)		—			—			—				—
Loss on debt extinguishment		—			(1,065	)		—				(1,065	)		—			—				(1,065	)
Interest expense		—			—			—				—			(61	)		—				(61	)
Interest expense, related party		—			(52	)		—				(52	)		(417	)		—				(469	)
Interest expense, non-related party		—			(1,652	)		1,652		(4)		—			—			—				—
Amortization of debt discount		—			(2,044	)		2,044		(4)		—			—			—				—
Gain on the settlement of the Convertible Notes		—			—			4,439		(4)		4,439			—			—				4,439
Loss on Forward Purchase Agreement		—			—			(696	)	(5)		(696	)		—			—				(696	)

Net income (loss) before income taxes		596			(9,051	)		1,289				(7,166	)		2,741			(11,944	)			(16,369	)
Income tax provision		(391	)		—			—				(391	)		—			—				(391	)

Net income (loss)	$	205		$	(9,051	)	$	1,289			$	(7,557	)	$	2,741		$	(11,944.00	)		$	(16,760	)


Weighted average shares outstanding of Carmell common stock - basic and diluted				28,546,036
Basic and diluted net loss per share - Carmell common stock			$	(0.34	)

Weighted average shares outstanding of Class A common stock subject to possible redemption - basic and diluted		15,444,103
Basic and diluted net loss per share - Class A common stock subject to possible redemption	$	0.01

Weighted average shares outstanding of Class B common stock - basic and diluted		3,861,026
Basic and diluted net loss per share - Class B common stock	$	0.01

Weighted average shares outstanding of Class A common stock - basic and diluted		463,882					19,236,305			23,081,642
Basic and diluted net loss per share -Class A common stock	$	0.01				$	(0.39	)	$	(0.73	)


	Six Months Ended June 30, 2023 Pro Forma Combined
Pro forma net loss	$	(4,885	)
Weighted average shares outstanding-basic and diluted		23,081,642
Net loss per share-basic and diluted	$	(0.21	)


New Carmell shares held by ALPA stockholders		3,321,762
Founder Shares ⁽¹⁾		3,861,026
New Carmell shares issued in merger to Carmell		12,053,517
New Carmell shares issued in Axolotl Acquisition		3,845,337

Shares outstanding		23,081,642


	Year Ended December 31, 2022 Pro Forma Combined
Pro forma net loss	$	(16,760	)
Weighted average shares outstanding-basic and diluted		23,081,642
Net loss per share-basic and diluted	$	(0.73	)


New Carmell shares held by ALPA stockholders		3,321,762
Founder Shares ⁽¹⁾		3,861,026
New Carmell shares issued in merger to Carmell		12,053,517
New Carmell shares issued in Axolotl Acquisition		3,845,337

Shares outstanding		23,081,642


ALPA Public Warrants			3,861,015
ALPA Private Warrants			115,970
Carmell Warrants			660,859
Carmell Stock Options			2,285,456
Series A Preferred stock			4,234

Total			6,927,534