Financial Results - Longevity Health Holdings, Inc. announced preliminary unaudited financial results for Q1 2025, with specific figures to be finalized later[7]. Merger Details - The company is in the process of a proposed merger with 20/20 Biolabs, Inc., with expectations of operational synergies and revenue growth post-merger[10]. - The anticipated closing of the merger is subject to stockholder approval and other conditions, with no specific date provided[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 impact the ownership structure of the combined company, with adjustments to the exchange ratio possible[10]. - Management is addressing potential unknown liabilities that may arise post-merger[11]. Risks and Considerations - Risks associated with the merger include potential delays in approvals and the ability to maintain Nasdaq listing[10]. - The company emphasizes the importance of reading the SEC filings for detailed information regarding the merger[14]. - Investors are encouraged to monitor updates as the company navigates the merger process and its implications for future operations[10]. Product Development - The company is focused on launching and commercializing new products, which is expected to enhance its market position[10].

Corporate Actions - The company completed a reverse stock split at a ratio of 1:30, reducing the number of outstanding shares from approximately 30.1 million to approximately 1 million shares [131][132]. - The merger agreement with 20/20 Biolabs includes a requirement to raise a minimum of $4 million in concurrent financing, with up to $2 million allowed as debt [134]. - The company acquired substantially all assets of PMGC Holdings Inc. for a total consideration of 38,308 shares of common stock and $56,525 in cash, with additional earnout payments based on future sales [136][137]. - The company closed a private placement on January 2, 2025, generating gross proceeds of approximately $1.85 million [151]. 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 [149]. - 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, driven by selling and marketing expenses of $280,549 and general and administrative expenses of $1,275,161 [153][156]. - Research and development expenses decreased by 54% to $196,912 compared to the same period in 2024, reflecting cost-cutting measures [156]. - Net cash used in operating activities decreased by $322,825 to $(752,953) for the three months ended March 31, 2025, compared to the same period in 2024 [165]. - Other expenses, net, significantly decreased to $884 for the three months ended March 31, 2025, compared to $2,172,817 in the same period of 2024 [157]. Compliance and Regulatory Issues - The company received notices from Nasdaq regarding non-compliance with listing requirements, including a market value below $35 million and a minimum bid price below $1 per share [141][142]. - The Nasdaq Hearings Panel granted an additional compliance period until September 2, 2025, to regain compliance with listing requirements [144]. Economic and Operational Challenges - Economic uncertainties, including geopolitical tensions and inflation, could materially affect the company's financial condition and operations [146]. - The company is facing substantial doubt about its ability to continue as a going concern due to recurring losses and negative cash flows from operations [150][161]. - The company had cash of $770,047 as of March 31, 2025, and is exploring additional capital raising options to enhance liquidity [158][161]. Future Projections - The Elevai Acquisition completed on January 16, 2025, is expected to contribute approximately $2.5 million in revenue based on 2024 performance [151][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] Market Overview - The skincare and haircare markets were approximately $280 billion in 2022, with an expected growth rate of 6.4% CAGR[27] Product Launches and Innovations - 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] - The Carmell Secretome product line utilizes a novel microemulsion formulation, avoiding 14 potentially harmful excipients[15] - The Elevai Exosomes skincare products are designed to enhance outcomes for individuals receiving aesthetic treatments[24] Regulatory and Compliance - The company operates under strict quality control measures, including cGMP and GLP protocols, for the production of Elevai Exosomes[23] - The company is subject to extensive regulation by the FDA and other governmental authorities, which impacts the testing, manufacturing, and marketing of its products[39] - 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 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] - The last-to-expire patent related to the technology under the Amended License Agreement is expected to expire on September 2, 2030[41] Research and Development - The Bone Healing Accelerant (BHA) and tissue healing accelerant (THA) are based on patented technology from Carnegie Mellon University[36] - 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 company has a total of 21 patents related to its BHA and THA products, which include exclusive, worldwide licenses from CMU[45] Operations and Workforce - 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 operates in one segment focused on the development and commercialization of bio-aesthetic and bone and tissue healing products[60] Strategic Focus - 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] - The company focuses on physician-dispensed sales channels, targeting dermatologists and plastic surgeons for its products[32]

Core Viewpoint - Carmell Corporation has initiated a comprehensive rebranding initiative, changing its name to "Longevity Health Holdings, Inc." to better align its market image with its focus on longevity and healthy aging [2][3] Group 1: Rebranding and Corporate Strategy - The company will begin trading under the new stock symbols "XAGE" and "XAGEW" as of March 10, 2025 [2] - The rebranding reflects a strategic focus not only on bio-aesthetics but also on potential future expansions into diagnostics and nutrition [3] - The growth strategy includes acquisitions and strategic partnerships alongside organic growth [3] Group 2: Financial Performance and Projections - Following the acquisition of Elevai Skincare, sales increased by an average of 34% in the first two months of 2025 compared to the same period in 2024 [4] - The company expects FY25 revenues to range from $3 million to $4 million from its current product pipeline before any new product launches or partnerships [5] Group 3: Product Launches - The company plans to launch several new products in the second quarter of 2025, including a Hair Growth Serum, Soapless Facial Cleanser, Undereye Crème, and VSA Toning Moisturizer [7]

Core Viewpoint - Carmell Corporation has initiated a comprehensive rebranding effort to align its market image with its business focus on longevity and healthy aging, which includes a name change to "Longevity Health Holdings, Inc." and new trading symbols [1][2][3] Group 1: Rebranding and Corporate Strategy - The rebranding includes a new corporate name and logo, while existing product branding remains unchanged [2] - The new name reflects the company's focus on longevity and healthy aging, with plans for expansion into diagnostics and nutrition, alongside a growth strategy that includes acquisitions and strategic partnerships [3] Group 2: Financial Performance and Projections - Following the acquisition of Elevai Skincare, sales increased by an average of 34% in the first two months of 2025 compared to the same period in 2024 [4] - The company anticipates FY25 revenues between $3 million and $4 million from its current product pipeline, excluding new product launches or additional partnerships [5] Group 3: Product Launches - The company plans to launch several new products in the second quarter of 2025, including a Hair Growth Serum, Soapless Facial Cleanser, Undereye Crème, and VSA Toning Moisturizer [7]

Core Viewpoint - Carmell Corporation has successfully completed the acquisition of Elevai Skincare's skin and hair care business, which is expected to enhance its product portfolio, expand its market presence, and improve cash flow [1][2]. Group 1: Acquisition Details - The acquisition includes approximately $1.1 million worth of Carmell common stock at a price of $0.8488 per share, with 1,149,226 shares issued at closing and 117,814 shares held back for indemnification obligations [6]. - Carmell will also pay approximately $57,000 in cash for specified inventory and assume Elevai's contractual liabilities and trade payables [6]. - The deal includes a 5% annual payment of net sales from Elevai's existing products for five years and a one-time milestone payment of $500,000 if Elevai's hair and scalp products achieve $500,000 in net revenue within 24 months [6]. Group 2: Strategic Benefits - The acquisition is expected to provide significant organizational synergies and savings from overhead rationalization [2]. - It will expand Carmell's bio-aesthetic product portfolio, broaden its commercial footprint, and improve cash flow [2]. Group 3: Company Background - Carmell Corporation focuses on skin and hair health using the Carmell Secretome™, which consists of growth factors and proteins from allogeneic human platelets [5]. - The company has developed a novel microemulsion formulation that avoids potentially harmful excipients commonly used in cosmetic products [5].

Core Viewpoint - Carmell Corporation has successfully closed a private placement, raising $1.85 million through the issuance of 8,065,210 shares of common stock and an equal number of five-year warrants, priced at $0.23 per share, to enhance its financial position and support future growth initiatives [1][4]. Company Overview - Carmell Corporation is a bio-aesthetics company focused on skin and hair health, utilizing the Carmell Secretome™, which consists of growth factors and proteins from allogeneic human platelets [6]. - The company has developed a novel microemulsion formulation that avoids harmful excipients commonly used in cosmetic products, aiming to deliver effective skin and hair care solutions [6]. Private Placement Details - The private placement was conducted under a securities purchase agreement dated December 23, 2024, and the shares issued will be eligible for resale once the SEC declares the registration statement effective [2][7]. - The company plans to use the proceeds from the private placement to support the acquisition of Elevai Skincare and to enhance its product development and commercialization efforts [4]. Warrants Information - The warrants issued in the private placement can be exercised for cash, potentially generating an additional $1.85 million in gross proceeds for the company [3][4]. - The exercise price for the warrants is set at $0.23 per share, and they can be exercised any time after stockholder approval until the fifth anniversary of the issue date [4]. Placement Agent - Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as the exclusive placement agent for the private placement [5].

Company Overview - Carmell Corporation is a bioaesthetics company focused on skin and hair health, utilizing the Carmell Secretome™ which consists of growth factors and proteins from allogeneic human platelets [4] - The company has developed a microemulsion formulation that avoids harmful excipients commonly used in cosmetic products, ensuring non-comedogenic properties [4] Private Placement Details - Carmell announced a private placement for the issuance and sale of 8,065,210 shares of common stock and an equal number of five-year warrants, both priced at $0.23 per share, resulting in gross proceeds of $1.85 million [1][3] - The private placement was priced at a slight premium to the closing price of CTCX on December 23, 2024, and the warrants, if exercised, could generate an additional $1.85 million [1][3] - Following the private placement, the company will have approximately 29 million shares of common stock outstanding [3] Investment and Future Plans - The investment aims to support the continued commercial development of Carmell's bioaesthetics product pipeline, as stated by the Chairman of Carmell [8] - Brookline Capital Markets served as the exclusive placement agent for the private placement [8]

Financial Performance - Gross revenue for Q3 2024 was $58,915, marking a 100% increase compared to Q3 2023, with net revenue at $20,519[113] - Gross revenue for the nine months ended September 30, 2024, was $71,235, representing a 100% increase compared to the same period in 2023[117] - Net revenue for the same period was $32,839, with a cost of goods sold of $5,132, resulting in a gross profit of $27,707[118] - The company reported a net loss from continuing operations of $9,736,181 for the nine months ended September 30, 2024, an improvement of 40% compared to the prior year[123] Expenses - Research and development expenses decreased by $1,259,093 to $331,806 in Q3 2024, a reduction of 79% compared to the same period in 2023[115] - Research and development expenses decreased by 73% to $865,292 compared to $3,154,881 in the prior year, due to strategic realignment and cessation of long-term clinical studies[119] - General and administrative expenses rose to $965,622 in Q3 2024, up 90% from $507,948 in Q3 2023[115] - General and administrative expenses increased by 79% to $2,957,890, primarily driven by higher insurance costs and personnel expenses[119] - Total operating expenses for Q3 2024 were $1,435,468, a decrease of 50% from $2,848,285 in Q3 2023[113] - Total operating expenses decreased by 28% to $4,019,328, leading to a loss from operations of $3,991,621, which is a 29% improvement from the previous year[117] - Other expenses, net, were $5,744,560, a 46% reduction from $10,585,772 in the same period of 2023[120] Cash and Capital - Cash as of September 30, 2024, was $1,137,325, with an accumulated deficit of $67,957,379 and liabilities of $6,506,411[112] - Cash available as of September 30, 2024, was $1,137,325, with an accumulated deficit of $67,957,379 and liabilities totaling $6,506,411[123] - Net cash used in operating activities decreased by $1,320,125 to $3,616,885 compared to the same period in 2023[126] - The company raised gross proceeds of $3,001,235 from a Private Placement in April 2024[112] - The company is exploring raising additional capital and developing haircare products based on the Carmell Secretome™ to enhance liquidity[123] Product Development - The company launched its first five cosmetic skincare products in 2024 and plans to launch an additional seven products in the next six months[114] - The company is focusing on cosmetic skincare products with near-term commercial potential and has ceased clinical studies for products taking over a year to commercialize[112] Leadership Changes - The appointment of Kendra Bracken-Ferguson as CEO was effective July 30, 2024, following the resignation of Rajiv Shukla[106] Loss Reduction - Net loss from continuing operations before taxes was $2,878,481 in Q3 2024, a reduction of 68% compared to a loss of $9,058,645 in Q3 2023[113]

Leadership Changes - Kendra Bracken-Ferguson was appointed as Chief Executive Officer effective July 30, 2024, succeeding Rajiv Shukla, who remains Executive Chairman[115]. Revenue and Profit - Revenue for the three months ended June 30, 2024, was $12,320, reflecting a 100% increase compared to $0 in the same period of 2023[123]. - Gross profit for the same period was $12,028, with a cost of goods sold of $292[123]. - Revenue for the six months ended June 30, 2024, was $12,320, reflecting a 100% increase compared to the same period in 2023[128]. - Gross profit for the same period was $12,028, with a cost of goods sold of $292[129]. Expenses - Research and development expenses decreased by 87% to $104,066 in Q2 2024, down from $823,657 in Q2 2023[124]. - General and administrative expenses increased by 67% to $1,064,874 in Q2 2024, compared to $637,453 in Q2 2023[125]. - Total operating expenses decreased by 19% to $1,203,515 in Q2 2024, down from $1,487,384 in Q2 2023[126]. - Research and development expenses decreased by $1,030,496 to $533,486, a reduction of 66% compared to the first half of 2023[130]. - General and administrative expenses increased to $1,992,268, up 74% from $1,147,898 in the same period of 2023[131]. Net Loss - Net loss from continuing operations before taxes was $3,304,538 for Q2 2024, a 38% improvement from a loss of $5,308,952 in Q2 2023[126]. - Net loss from continuing operations was $6,857,700, a 4% improvement from the net loss of $7,137,667 in the prior year[134]. Cash Flow and Financing - Cash used in operating activities increased by $1,258,117, totaling $(2,214,254) for the six months ended June 30, 2024[139]. - Net cash provided by financing activities was $2,248,864, compared to $874,378 in the same period of 2023, reflecting a significant increase[140]. Corporate Actions - 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[116]. - The AxoBio Disposition was completed on March 26, 2024, resulting in the cancellation of $8,000,000 in notes payable[117]. Financial Position - As of June 30, 2024, the company had cash of $2,198,275 and an accumulated deficit of $65,078,898[121]. - As of June 30, 2024, the company had cash of $2,198,275 and an accumulated deficit of $65,078,898[134]. Product Development - The company launched its first three cosmetic skincare products based on the Carmell Secretome™ in late Q2 2024, aiming to enhance revenue streams[135]. - The company is exploring the development of haircare products and out-licensing certain R&D programs to generate non-dilutive liquidity[135].