UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 LONGEVITY HEALTH HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) ( State or other jurisdiction of incorporation or organization) (I.R.S. Emp ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 LONGEVITY HEALTH HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Registrant's telephone number, including area code: (919) 313-9633 ...

Company Overview - Longevity Health Holdings, Inc. is focused on longevity and healthy aging, offering cosmetic skincare and haircare products primarily in the United States through business-to-business, direct-to-consumer, and distributor sales channels [125]. Mergers and Acquisitions - The THPlasma Merger is set to merge Longevity with True Health, with Longevity acquiring True Health's rights and licenses from the U.S. Food and Drug Administration [126][127]. - The Merger Consideration includes 19,666,667 shares of Common Stock and 6,666,667 shares of Parent Common Stock, contingent on performance metrics being met post-merger [128]. - The License Purchase for $5 million will occur concurrently with the Merger Closing, contingent on the sale of equity or debt securities of at least $5 million [130]. - The Elevai Acquisition involved the purchase of assets from PMGC Holdings Inc. for 38,308 shares of Common Stock and additional cash payments based on future sales performance [137][138]. - The termination of the Biolabs Merger Agreement occurred on July 8, 2025, with no termination fees owed by either party [133][134]. Financial Performance - Gross sales for Q2 2025 reached $535,978, a significant increase of 4,114% compared to $12,720 in Q2 2024, primarily driven by products from the Elevai Acquisition [154]. - Net sales for the first half of 2025 were $1,013,965, up 8,130% from $12,320 in the same period of 2024 [161]. - The company reported a net loss of $3,392,305 for the six months ended June 30, 2025, which is a 51% improvement compared to a net loss of $6,857,700 in the same period of 2024 [161]. - Operating expenses for Q2 2025 totaled $2,161,262, an increase of 80% from $1,203,515 in Q2 2024 [154]. - Gross sales for the six months ended June 30, 2025, were $1,070,921, a significant increase from $12,720 in the same period of 2024, primarily driven by the Elevai Acquisition [162]. - Net revenue for the first half of 2025 was $1,013,965, compared to $12,320 for the same period in 2024, reflecting a substantial growth [162]. Expenses and Cash Flow - Research and development expenses rose to $228,606 in Q2 2025, a 120% increase from $104,066 in Q2 2024, largely due to the Elevai Acquisition [158]. - Selling and marketing expenses rose to $626,054 for the six months ended June 30, 2025, up from $11,045 in 2024, due to increased marketing efforts related to the Elevai Acquisition [163]. - Research and development expenses decreased by $107,968 to $425,518 for the first half of 2025 compared to 2024, mainly due to workforce reductions in non-core areas [164]. - General and administrative expenses increased to $2,840,128 for the six months ended June 30, 2025, from $1,992,268 in 2024, driven by higher professional fees [165]. - Net cash used in operating activities improved to $(1,589,143) in the first half of 2025, a 28% decrease from $(2,214,254) in 2024 [172]. - Net cash provided by financing activities increased to $3,148,203 for the six months ended June 30, 2025, compared to $2,248,864 in 2024, reflecting successful capital raises [175]. Stock and Capital Structure - A reverse stock split at a ratio of 1:30 was executed on May 12, 2025, affecting the number of shares and their respective exercise prices [135]. - The company received gross proceeds of approximately $1.85 million from a Common Stock offering on January 2, 2025, and $1.96 million from ATM Financing in May 2025 [152]. - The fair value of the Placement Agent Warrant at issuance was approximately $0.31 million, with an exercise price of $6.90 [140]. - Following a Reverse Stock Split, the exercise price of the Common Stock Warrants was adjusted to $3.36, increasing the total shares issuable to 552,798 [141]. Liquidity and Financial Concerns - The company had negative net working capital of $3,672,761 as of June 30, 2025, indicating financial strain [150]. - As of June 30, 2025, the company had cash of $1,551,199 and negative working capital of $3,672,761, raising concerns about liquidity for the next 12 months [167]. - The company is exploring out-licensing of certain R&D programs to enhance liquidity while significantly reducing operating expenses [153]. Future Outlook - The company is currently focused on the successful completion of the THPlasma Merger and the associated benefits while managing ongoing business operations [124]. - The Elevai Acquisition contributed approximately $2.5 million in revenue in 2024, and management anticipates further revenue growth from ongoing commercialization of cosmetic products [168].

Financial Results - Longevity Health Holdings, Inc. announced preliminary unaudited financial results for Q1 2025, with specific figures to be finalized later[7]. - The company has not yet provided specific revenue figures for the first quarter of 2025, pending finalization of financial statements[7]. Merger Details - The company is in the process of a proposed merger with 20/20 Biolabs, Inc., with expectations regarding the ownership structure and operational synergies post-merger[10]. - The anticipated timing for the closing of the merger is still under discussion, with various conditions that need to be satisfied[10]. - The company is preparing to file relevant materials with the SEC regarding the merger, including a Form S-4 and Proxy Statement[14]. - The merger is expected to result in operational savings and synergies, although specific financial projections are not yet disclosed[10]. - Risks associated with the merger include potential delays in obtaining necessary approvals and maintaining Nasdaq listing[10]. - Management is aware of the significant uncertainties surrounding the merger and its potential impact on future operations[12]. - Investors are encouraged to review all relevant documents filed with the SEC for detailed information regarding the merger[15]. Future Focus - The company is focused on launching and commercializing new products, which is expected to enhance future revenue streams[10].

Corporate Actions - The company executed a reverse stock split at a ratio of 1:30, reducing the number of outstanding shares from approximately 30.1 million to about 1 million shares [131][132]. - The merger agreement with 20/20 Biolabs includes a requirement for the company to raise a minimum of $4 million in concurrent financing, with up to $2 million allowed as debt [134]. - The company completed the acquisition of Elevai Skincare, Inc., involving the issuance of 38,308 shares of common stock and a cash payment of $56,525 contingent on product sales [136][137]. Financial Performance - As of March 31, 2025, the company reported a negative net working capital of $3,805,736 and a net loss from continuing operations of $1,505,867, with negative cash flow from operations of $752,953 for the three months ended March 31, 2025 [149][150][158]. - Gross sales for the three months ended March 31, 2025, were $534,943, resulting in net sales of $510,353 and a gross profit of $269,823 [153][154]. - Operating expenses increased by 29% to $1,776,574 for the three months ended March 31, 2025, compared to $1,380,345 in the same period of 2024 [153]. - Research and development expenses decreased by 54% to $196,912 in the first quarter of 2025, down from $429,420 in the same period of 2024 [156]. - The company completed the Elevai Acquisition on January 16, 2025, which generated approximately $2.5 million in revenue in 2024 [151][160]. - The net loss from continuing operations decreased by 58% from $3,553,162 in the first quarter of 2024 to $1,505,867 in the first quarter of 2025 [165]. Compliance and Regulatory Issues - The company received Nasdaq delisting notices due to failing to meet the minimum market value of listed securities requirement of $35 million and the minimum bid price requirement of $1 per share [141][142]. - The Nasdaq Hearings Panel granted the company an additional compliance period until September 2, 2025, to regain compliance with listing requirements [144]. - The company believes that the merger and reverse stock split may help regain compliance with Nasdaq's listing requirements, but there are no guarantees [145]. Economic Factors - Economic uncertainties, including geopolitical tensions and inflation, could materially affect the company's financial condition and results of operations [146]. Capital and Liquidity - Net cash provided by financing activities was $1,515,861 for the three months ended March 31, 2025, compared to cash used in financing activities of $195,726 for the same period in 2024 [167]. - The company is exploring raising additional capital and out-licensing certain research and development programs to enhance liquidity [152][160]. - As of March 31, 2025, the company had outstanding debt totaling $119,409 related to insurance premium financing [163]. - The company anticipates that revenue from the continued commercialization of its cosmetic products will assist in extending its cash runway [160].

Acquisition and Financials - The company completed the Elevai Acquisition on January 16, 2025, acquiring assets with net sales of approximately $2,500,000 for the year ended December 31, 2024[13]. - The company raised gross proceeds of $1,851,849 from a private placement of 8,065,210 shares at an exercise price of $0.23 per share on January 2, 2025[12]. - The company is obligated to pay CMU royalties at a rate of 2.07% of net sales and 25% of sublicense fees received, although no royalties have been accrued or paid as no products utilizing the licensed technology have been commercialized[42]. Market Overview - The skincare and haircare markets were approximately $280 billion in 2022, expected to grow at a 6.4% CAGR[27]. - The medical aesthetics market is growing 36% faster than pharmaceuticals, indicating a strong demand for cosmetic products[27]. Product Lines and Launches - The company has two cosmetic product lines, Carmell Secretome™ and Elevai Exosomes™, aimed at supporting skin and hair health[11]. - The Elevai Exosomes™ skincare products include Elevai Empower™ and Elevai Enfinity™, designed for post-treatment support and daily aftercare[24]. - The company’s Carmell Secretome™ utilizes a proprietary formulation with over a thousand growth factors, proteins, and peptides[16]. - The company plans to launch the Undereye Collection and Body and Décolleté Collection in the second quarter of 2025[21]. - The Elevai Renew™ Scalp Serum, promoting healthy hair growth, was launched in the first quarter of 2025[26]. Regulatory and Compliance - Legacy Carmell's BHA product candidate has been submitted to the FDA as an Investigational New Drug (IND) for severe open tibia fractures, with a fast-track designation granted due to its potential to meet significant unmet needs[38]. - The FDA requires rigorous preclinical and clinical testing for the company's biological products, including BHA and THA, before marketing approval can be obtained[55]. - The company is subject to extensive regulations by the FDA, CPSC, and FTC regarding the marketing and safety of its cosmetic products[46]. - The Amended License Agreement with CMU requires the company to meet specific milestones, including CE Mark submission by December 31, 2023, and FDA BLA submission by December 31, 2026[44]. - The last-to-expire patent related to the technology under the Amended License Agreement is expected to expire on September 2, 2030[41]. Operations and Workforce - The company has ceased clinical studies of its product candidates to focus on the near-term commercialization of its cosmetic skincare and haircare product lines following the AxoBio Acquisition[38]. - As of March 27, 2025, the company has 15 full-time employees, and it aims to maintain a positive work environment to attract and retain qualified staff[61]. - The company has experienced no disruptions in its supply chain and actively works to optimize operations as sales of its cosmetic products grow[58]. - The company focuses on selling products through business-to-business, direct-to-consumer, and distributor sales channels[28].

Financial Performance - Gross revenue for Q3 2024 was $58,915, with net revenue of $20,519 after discounts and allowances of $38,396[149] - Gross revenue for the nine months ended September 30, 2024, was $71,235, with net revenue of $32,839 after discounts and allowances of $38,396[158] - The loss from operations improved by 50% to $(1,419,789) in Q3 2024 from $(2,848,285) in Q3 2023[149] - Net loss before taxes improved by $6,460,131, or 40%, to $(9,736,181) from $(16,196,312) in the same period of 2023[166] Expenses - Research and development expenses decreased by $1,259,093 to $331,806 in Q3 2024, reflecting a strategic realignment towards cosmetic skincare products[152] - Research and development expenses decreased by $2,289,589 to $865,292, a reduction of 73% compared to the same period in 2023[160] - General and administrative expenses increased to $965,622 in Q3 2024, up from $507,948 in Q3 2023, primarily due to higher insurance costs and personnel expenses[153] - General and administrative expenses increased to $2,957,890, up 79% from $1,655,846 in the same period of 2023[161] - Total operating expenses decreased by 50% to $1,435,468 in Q3 2024 compared to $2,848,285 in Q3 2023[149] - Total operating expenses decreased by $1,591,212, or 28%, to $4,019,328 compared to $5,610,540 in the prior year[160] - Other expenses, net, were $1,458,692 in Q3 2024, significantly reduced from $6,210,360 in Q3 2023, driven by changes in the fair value of the Forward Purchase Agreement[155] Cash Position - The company had cash of $1,137,325 and an accumulated deficit of $67,957,379 as of September 30, 2024[147] - Cash used in operating activities decreased by $1,320,125 to $(3,616,885) compared to $(4,937,010) in the prior year[172] - Net cash provided by financing activities was $2,590,545, a decrease of $9,344,689 from $11,935,234 in the same period of 2023[174] Strategic Initiatives - The company launched five cosmetic skincare products in 2024 and plans to launch an additional seven products in the next six months[150] - The company plans to launch seven additional cosmetic skincare products over the next six months[158] - The company is exploring raising additional capital and developing haircare products based on the Carmell Secretome™[167] - The appointment of Kendra Bracken-Ferguson as CEO is expected to enhance the company's strategic direction in the beauty and wellness industries[141] Financing Activities - The company closed a Private Placement in April 2024, receiving gross proceeds of $3,001,235[148]

Revenue Performance - Revenue for the three months ended June 30, 2024, was $12,320, reflecting a 100% increase due to the launch of the first three cosmetic skincare products [163]. - Revenue for the six months ended June 30, 2024, was $12,320, reflecting a 100% increase due to the launch of three cosmetic skincare products [172]. Gross Profit and Expenses - Gross profit for the same period was $12,028, with a cost of goods sold of $292, indicating strong initial sales performance [164]. - Gross profit for the same period was $12,028, with a cost of goods sold of $292 [172]. - Research and development expenses decreased by $719,591 to $104,066, a reduction of 87%, due to a strategic realignment focusing on near-term commercial products [166]. - Research and development expenses decreased by $1,030,496 to $533,486, a reduction of 66% compared to the same period in 2023 [174]. - General and administrative expenses increased to $1,064,874, up 67% from $637,453 in the prior year, primarily driven by higher insurance costs and personnel expenses [167]. - General and administrative expenses increased to $1,992,268, up 74% from $1,147,898 in 2023 [175]. - Other expenses, net, were $2,113,051, a decrease of 45% from $3,821,568 in the same period of 2023, reflecting improved financial management [168]. Cash Flow and Financial Position - Cash as of June 30, 2024, was $2,198,275, with an accumulated deficit of $65,078,898 and total liabilities of $6,405,627, raising concerns about the company's ability to continue as a going concern [161]. - Net cash used in operating activities increased by $1,258,117 to $2,214,254 for the six months ended June 30, 2024 [185]. - Net cash provided by financing activities was $2,248,864, significantly higher than $874,378 in the same period of 2023 [187]. - As of June 30, 2024, the company had cash of $2,198,275 and an accumulated deficit of $65,078,898 [179]. - The company faces substantial doubt about its ability to continue as a going concern due to insufficient cash to operate for the next 12 months [181]. Strategic Initiatives - The company plans to commercially launch its line of cosmetic skincare products in the first half of 2024, utilizing an omni-channel distribution strategy [151]. - The appointment of Kendra Bracken-Ferguson as Chief Executive Officer is expected to enhance the company's strategic direction and market presence [152]. - The company anticipates revenue growth from its cosmetic skincare products and is exploring haircare product development based on the Carmell Secretome™ [180]. Dispositions and Financing - The company closed a Private Placement on April 11, 2024, raising gross proceeds of $3,001,235 from the sale of 1,331,452 shares of Common Stock [156]. - The AxoBio Disposition was completed on March 26, 2024, resulting in the cancellation of $8,000,000 in notes payable and the termination of related obligations [157]. Net Loss - Net loss from continuing operations was $6,857,700, a 4% improvement from a loss of $7,137,667 in the prior year [171].

Table of Contents As filed with the Securities and Exchange Commission on May 30, 2024 Registration No. 333-279329 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARMELL CORPORATION (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 001-40228 86-1645738 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer ...

Financial Performance - For the three months ended March 31, 2024, total operating expenses were $1,380,345, an increase of 8% from $1,274,871 in the same period of 2023[152]. - The net loss before taxes for Q1 2024 was $3,553,162, a 94% increase compared to a net loss of $1,828,715 in Q1 2023[152]. - Other expenses, net, increased significantly to $2,172,817 in Q1 2024 from $553,844 in Q1 2023, primarily due to unfavorable changes in the fair value of the Forward Purchase Agreement[156]. - Net cash used in operating activities for Q1 2024 was $(1,075,778), an increase of $599,819 compared to Q1 2023, primarily due to cash used in AxoBio's operations of $1,033,586[163][164]. - Net cash used in financing activities was $(195,726) for Q1 2024, compared to net cash provided of $375,000 in Q1 2023, reflecting a decrease of $570,726[166]. Expenses Breakdown - Research and development expenses decreased by 42% from $740,325 in Q1 2023 to $429,420 in Q1 2024, reflecting a strategic realignment towards aesthetic products with near-term commercial potential[154]. - General and administrative expenses rose by 82% from $510,445 in Q1 2023 to $927,394 in Q1 2024, primarily due to increased insurance costs and personnel expenses[155]. - The company incurred $748,796 in costs related to the AxoBio Disposition during the three months ended March 31, 2024[165]. Cash Position and Debt - The company had cash of $892,161 and an accumulated deficit of $61,774,360 as of March 31, 2024, raising substantial doubt about its ability to continue as a going concern[150]. - As of March 31, 2024, the company had outstanding indebtedness totaling $736,577, with $375,000 of Promissory Notes maturing and repaid through the issuance of 115,820 shares of Common Stock[162]. Strategic Initiatives - The company plans to launch a line of cosmetic skincare products in the second quarter of 2024, utilizing technologies developed through its research and development efforts[159]. - The company anticipates that revenue from the commercialization of its cosmetic skincare products will assist in extending its cash runway[159]. - The company is exploring out-licensing certain research and development programs to generate non-dilutive liquidity[159]. Legal and Compliance Issues - The company is facing a legal complaint from Puritan, claiming damages totaling $2,725,000 related to breaches of obligations under Convertible Notes and Warrants[167][168]. - The company qualifies as an "emerging growth company" and has opted not to "opt-out" of the extended transition period for new accounting standards[170]. - The company is classified as a "smaller reporting company," with a market value of stock held by non-affiliates less than $700 million and annual revenue below $100 million[171]. Disposition and Gains - The AxoBio Disposition closed on March 26, 2024, resulting in a non-cash gain of $1,534,479 due to changes in the fair value of stock consideration[157].