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) Delaware 86-1645738 (State or other jurisdiction of incorporation ...

PART I. FINANCIAL INFORMATION [Item 1. Unaudited Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Unaudited condensed consolidated financial statements for Longevity Health Holdings, Inc., including balance sheets, operations, equity, and cash flows, with detailed notes [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheets | ASSETS (Unaudited) | June 30, 2025 | December 31, 2024 | | :------------------------------------------------------------------------------------------------ | :------------ | :------------------ | | Cash | $1,551,199 | $157,139 | | Accounts receivable | $54,496 | $4,096 | | Inventory | $1,172,634 | $108,705 | | Total current assets | $3,240,887 | $955,554 | | Total assets | $3,719,342 | $1,473,980 | | LIABILITIES AND STOCKHOLDERS' DEFICIT (Unaudited) | June 30, 2025 | December 31, 2024 | | Accounts payable | $4,590,542 | $4,058,091 | | Accrued interest | $1,175,845 | $1,175,845 | | Total current liabilities | $6,913,648 | $5,876,705 | | Total liabilities | $7,456,876 | $6,186,642 | | Total stockholders' deficit | $(3,737,534) | $(4,712,662) | - The company's cash significantly increased from **$157,139** at December 31, 2024, to **$1,551,199** at June 30, 2025. Total assets more than doubled from **$1,473,980** to **$3,719,342**, while total liabilities also increased from **$6,186,642** to **$7,456,876**. Stockholders' deficit improved from **$(4,712,662)** to **$(3,737,534)**[9](index=9&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Condensed Consolidated Statements of Operations | (Unaudited) | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------------------ | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Net sales | $503,612 | $12,320 | $1,013,965 | $12,320 | | Gross profit | $302,658 | $12,028 | $572,481 | $12,028 | | Total operating expenses | $2,161,262 | $1,203,515 | $3,937,836 | $2,583,860 | | Loss from operations | $(1,858,604) | $(1,191,487) | $(3,365,355) | $(2,571,832) | | Net loss | $(1,886,438) | $(3,304,538) | $(3,392,305) | $(6,575,497) | | Net loss per common share - basic and diluted | $(1.56) | $(4.78) | $(3.08) | $(9.04) | - Net sales for the three months ended June 30, 2025, increased significantly to **$503,612** from **$12,320** in the prior year, primarily due to the Elevai Acquisition. Similarly, for the six months ended June 30, 2025, net sales rose to **$1,013,965** from **$12,320**. Despite increased sales, the company reported a net loss of **$(1,886,438)** for the three months and **$(3,392,305)** for the six months ended June 30, 2025, an improvement from the larger losses in the prior year, partly due to the absence of a significant loss on forward purchase agreement[12](index=12&type=chunk) [Condensed Consolidated Statements of Stockholders' Deficit](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Deficit) Condensed Consolidated Statements of Stockholders' Deficit | (Unaudited) | Balance at March 31, 2025 | Common Stock issued, net of costs | Stock-based compensation expense | Net loss | Balance at June 30, 2025 | | :-------------------------------- | :------------------------ | :-------------------------------- | :------------------------------- | :------- | :----------------------- | | Common Stock (Amount) | $100 | $48 | — | — | $148 | | Additional Paid-in Capital | $66,572,144 | $1,759,818 | $194,323 | — | $68,526,285 | | Accumulated Deficit | $(70,377,529) | — | — | $(1,886,438) | $(72,263,967) | | Total | $(3,805,285) | $1,759,866 | $194,323 | $(1,886,438) | $(3,737,534) | - The total stockholders' deficit improved from **$(4,712,662)** at January 1, 2025, to **$(3,737,534)** at June 30, 2025. This improvement was primarily driven by the issuance of common stock, net of costs, totaling **$3,397,476** for the six months ended June 30, 2025, and stock-based compensation expense of **$309,152**, partially offset by a net loss of **$(3,392,305)**[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Condensed Consolidated Statements of Cash Flows | (Unaudited) | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :------------------------------------ | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(1,589,143) | $(2,214,254) | | Net cash used in investing activities | $(165,000) | $(748,796) | | Net cash provided by financing activities | $3,148,203 | $2,248,864 | | Net increase (decrease) in cash | $1,394,060 | $(714,186) | | Cash - end of the period | $1,551,199 | $2,198,275 | - Net cash used in operating activities decreased by **28%** to **$(1,589,143)** for the six months ended June 30, 2025, compared to **$(2,214,254)** in the prior year. Net cash provided by financing activities increased by **40%** to **$3,148,203**, primarily from common stock issuances. The company experienced a net increase in cash of **$1,394,060**, ending the period with **$1,551,199** in cash[17](index=17&type=chunk)[172](index=172&type=chunk)[175](index=175&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS](index=8&type=section&id=NOTE%201%20%E2%80%94%20NATURE%20OF%20THE%20ORGANIZATION%20AND%20BUSINESS) - Longevity Health Holdings, Inc. is a bio-aesthetics company focused on longevity and healthy aging, selling cosmetic skincare and haircare products in the US through B2B, D2C, and distributor channels. The company completed the Elevai Acquisition on January 16, 2025, acquiring Elevai Skincare's assets and liabilities. A **1:30 reverse stock split** was effected on May 12, 2025[22](index=22&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) [NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES](index=9&type=section&id=NOTE%202%20%E2%80%94%20SUMMARY%20OF%20SIGNIFICANT%20ACCOUNTING%20POLICIES) - The company prepares its unaudited condensed consolidated financial statements in accordance with GAAP for interim information and has elected to use the extended transition period for new accounting standards as an 'emerging growth company'. The Elevai Acquisition was accounted for as an asset purchase, not a business combination, with assets and liabilities recognized at fair value. The company operates as a single segment focused on bio-aesthetic products[27](index=27&type=chunk)[28](index=28&type=chunk)[29](index=29&type=chunk)[31](index=31&type=chunk)[35](index=35&type=chunk) Fair Value Measurements of Financial Instruments (June 30, 2025) | Financial Instrument | Carrying Value | Estimated Fair Value | Fair Value Input Hierarchy | | :------------------- | :------------- | :------------------- | :------------------------- | | Money market accounts | $25,538 | $25,538 | Level 1 | | Earnout liabilities | $331,263 | $331,263 | Level 3 | - The fair value of earnout liabilities increased by **$29,630** during the six months ended June 30, 2025, to a total of **$331,263**, reflecting initial recognition and changes in fair value[59](index=59&type=chunk) [NOTE 3 — GOING CONCERN AND MANAGEMENT'S LIQUIDITY PLANS](index=14&type=section&id=NOTE%203%20%E2%80%94%20GOING%20CONCERN%20AND%20MANAGEMENT'S%20LIQUIDITY%20PLANS) - The company reported negative net working capital of **$3,672,761** and a net loss of **$3,392,305** for the six months ended June 30, 2025, raising substantial doubt about its ability to continue as a going concern. Management plans to address this through additional capital raises (e.g., **$1.85M** from 2025 Private Placement, **$1.96M** from ATM Financing, **$1.0M** from warrant exercises in July 2025), leveraging revenue from the Elevai Acquisition (**$2.5M** in 2024), and reducing operating expenses by terminating employees and leases[64](index=64&type=chunk)[65](index=65&type=chunk)[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) [NOTE 4 — ELEVAI ACQUISITION](index=14&type=section&id=NOTE%204%20%E2%80%94%20ELEVAI%20ACQUISITION) - The Elevai Acquisition, completed on January 16, 2025, involved the issuance of **38,308 shares** of Common Stock (**$660,805** fair value) and **3,927 withheld shares** (**$67,742** fair value), assumption of liabilities, and earnout liabilities of **$301,633**. The total estimated value of consideration transferred was **$1,180,180**. The acquisition was treated as an asset purchase, not a business combination[69](index=69&type=chunk)[70](index=70&type=chunk) Elevai Acquisition Purchase Consideration Allocation (as of Closing) | Category | Amount | | :-------------------------- | :------------- | | Accounts receivable | $76,555 | | Inventory | $1,286,139 | | Prepaid expenses and deposits | $94,567 | | Right of use asset | $51,721 | | Property and equipment | $47,618 | | Total assets | $1,556,600 | | Accounts payable | $309,974 | | Customer deposits | $13,806 | | Operating lease liability | $52,640 | | Net assets to be acquired | $1,180,180 | - The acquisition included earnout provisions: **$56,525** cash upon sale of specific inventory and a one-time **$500,000** payment if **$500,000** net revenue from hair and scalp products is achieved within **24 months**. Pro forma net sales for the six months ended June 30, 2025, including Elevai Skincare, would have been **$1,166,346**, and pro forma net loss **$(3,033,608)**[69](index=69&type=chunk)[72](index=72&type=chunk)[73](index=73&type=chunk) [NOTE 5 — INVENTORY](index=16&type=section&id=NOTE%205%20%E2%80%94%20INVENTORY) Inventory Composition | Category | June 30, 2025 | December 31, 2024 | | :--------------- | :------------ | :------------------ | | Raw materials | $598,547 | $86,390 | | Work-in-process | $13,618 | $19,229 | | Finished goods | $560,469 | $3,086 | | Total | $1,172,634 | $108,705 | - Total inventory significantly increased from **$108,705** at December 31, 2024, to **$1,172,634** at June 30, 2025, primarily driven by increases in raw materials and finished goods, likely due to the Elevai Acquisition[74](index=74&type=chunk) [NOTE 6 — PROPERTY AND EQUIPMENT](index=16&type=section&id=NOTE%206%20%E2%80%94%20PROPERTY%20AND%20EQUIPMENT) Property and Equipment, Net | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------------ | | Lab equipment | $732,844 | $696,648 | | Leasehold improvements | $115,333 | $115,333 | | Furniture and fixtures | $15,002 | $3,580 | | Less: accumulated depreciation | $(745,517) | $(701,655) | | Property and equipment, net | $117,662 | $113,906 | - Net property and equipment increased slightly from **$113,906** at December 31, 2024, to **$117,662** at June 30, 2025. Depreciation expense for the six months ended June 30, 2025, was **$43,862**, a slight decrease from **$44,797** in the prior year[75](index=75&type=chunk) [NOTE 7 — ACCRUED EXPENSES AND OTHER LIABILITIES](index=17&type=section&id=NOTE%207%20%E2%80%94%20ACCRUED%20EXPENSES%20AND%20OTHER%20LIABILITIES) Accrued Expenses and Other Liabilities | Category | June 30, 2025 | December 31, 2024 | | :-------------------------- | :------------ | :------------------ | | Accrued royalties | $74,576 | $0 | | Accrued severance | $26,911 | $0 | | Other accrued expenses | $818,562 | $313,713 | | Total | $920,049 | $313,713 | - Accrued expenses and other liabilities significantly increased from **$313,713** at December 31, 2024, to **$920,049** at June 30, 2025, primarily due to newly accrued royalties and severance, and a substantial increase in other accrued expenses[76](index=76&type=chunk) [NOTE 8 —DEBT](index=17&type=section&id=NOTE%208%20%E2%80%94DEBT) - The company had **$16,672** in outstanding principal for insurance premium financing as of June 30, 2025, down from **$241,158** at December 31, 2024, due to the maturity of older agreements. Interest expense from these agreements decreased to **$2,561** for the three months and **$7,554** for the six months ended June 30, 2025, compared to **$3,264** and **$14,830** respectively in 2024. All 2023 Promissory Notes were repaid with Common Stock during the six months ended June 30, 2024[77](index=77&type=chunk)[78](index=78&type=chunk)[79](index=79&type=chunk)[80](index=80&type=chunk)[84](index=84&type=chunk) [NOTE 9 — COMMITMENTS AND CONTINGENCIES](index=18&type=section&id=NOTE%209%20%E2%80%94%20COMMITMENTS%20AND%20CONTINGENCIES) - The company is obligated to pay **5% royalties** on net sales of Elevai's existing products for **five years** post-acquisition, recognizing **$49,576** in royalty expense for the six months ended June 30, 2025. A minimum royalty of **$50,000** is due for 2025 under the Yuva License Agreement for haircare products. The company is also involved in litigation with Puritan Partners LLC regarding Convertible Notes, with Puritan claiming over **$4,050,000**, which the company disputes, and has accrued **$1,175,845** for interest payable[85](index=85&type=chunk)[86](index=86&type=chunk)[90](index=90&type=chunk)[91](index=91&type=chunk) [NOTE 10 — PROFIT-SHARING PLAN](index=19&type=section&id=NOTE%2010%20%E2%80%94%20PROFIT-SHARING%20PLAN) - The company has 401(k) profit-sharing plans for employees, but no discretionary profit-sharing contributions were made during the three and six months ended June 30, 2025 and 2024[92](index=92&type=chunk) [NOTE 11 — STOCKHOLDERS' EQUITY (DEFICIT)](index=19&type=section&id=NOTE%2011%20%E2%80%94%20STOCKHOLDERS'%20EQUITY%20(DEFICIT)) - As of June 30, 2025, the company had **1,483,738 shares** of Common Stock outstanding, up from **696,969** at December 31, 2024. This increase is partly due to the issuance of **479,621 shares** through an ATM Financing for **$1.96 million** gross proceeds and **268,840 shares** in a private placement for **$1.85 million** gross proceeds. The Reverse Stock Split on May 12, 2025, adjusted all share and per-share amounts[93](index=93&type=chunk)[94](index=94&type=chunk)[96](index=96&type=chunk)[23](index=23&type=chunk) Warrant Activity (Six Months Ended June 30, 2025) | Category | Number of Shares Issuable on Exercise | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | | :------------------------ | :------------------------------------ | :------------------------------ | :----------------------------------- | :------------------------ | | Outstanding, Dec 31, 2024 | 154,744 | $303.30 | 3.62 | $36,242 | | Issued | 590,957 | $3.36 | 0.00 | — | | Outstanding, June 30, 2025 | 745,701 | $65.60 | 4.22 | — | | Exercisable, June 30, 2025 | 707,542 | $68.95 | 4.21 | — | - Stock-based compensation expense for options was **$309,152** for the six months ended June 30, 2025. Unrecognized compensation expense related to unvested stock options totaled **$1,563,753** as of June 30, 2025, to be recognized over a weighted average remaining vesting period of **2.6 years**[107](index=107&type=chunk) [NOTE 12 – INCOME TAXES](index=22&type=section&id=NOTE%2012%20%E2%80%93%20INCOME%20TAXES) - The company did not record any income tax provision or benefit for the three and six months ended June 30, 2025 and 2024. A valuation allowance has been established against the net deferred tax asset due to uncertainty regarding the realization of taxable income[109](index=109&type=chunk) [NOTE 13 – DISCONTINUED OPERATIONS](index=22&type=section&id=NOTE%2013%20%E2%80%93%20DISCONTINUED%20OPERATIONS) - The company completed the disposition of Axolotl Biologix, LLC (AxoBio) on March 26, 2024. The consideration for the disposition included the return and cancellation of **128,178 shares** of Common Stock and **4,243 shares** of Series A Preferred Stock, cancellation of **$8,000,000** in notes payable, and termination of AxoBio Earnout obligations. For the six months ended June 30, 2024, discontinued operations resulted in a net loss of **$(1,252,276)** and a gain on sale of **$1,534,479**[110](index=110&type=chunk)[111](index=111&type=chunk)[113](index=113&type=chunk) [NOTE 14 – SUBSEQUENT EVENTS](index=23&type=section&id=NOTE%2014%20%E2%80%93%20SUBSEQUENT%20EVENTS) - The merger agreement with 20/20 Biolabs, Inc. terminated on July 8, 2025, with no termination fees. On July 14, 2025, the company entered into a merger agreement with True Health Inc. (THPlasma Merger), where True Health will become a wholly-owned subsidiary. The merger consideration includes **19,666,667 shares** of Common Stock and an additional **6,666,667 performance-based shares**. A **$5 million** cash payment for a License Purchase is contingent on a **$5 million** equity or debt financing. In July 2025, warrant exercises generated **$1.0 million** in proceeds from **298,000 shares** of Common Stock[114](index=114&type=chunk)[115](index=115&type=chunk)[116](index=116&type=chunk)[118](index=118&type=chunk)[121](index=121&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=25&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management's discussion and analysis of financial condition and operational results, covering performance, developments, going concern, and accounting policies [Overview](index=25&type=section&id=Overview) - Longevity Health Holdings, Inc. is a bio-aesthetics company focused on longevity and healthy aging, offering cosmetic skincare and haircare products through B2B, D2C, and distributor channels in the US. The company's product pipeline also includes regenerative bone and tissue healing products, though R&D is currently paused[125](index=125&type=chunk) [New Developments](index=25&type=section&id=New%20Developments) - The company entered into a merger agreement with True Health Inc. (THPlasma Merger) on July 14, 2025, involving the issuance of **19,666,667 shares** of Common Stock and **6,666,667 performance-based shares**. The prior merger agreement with 20/20 Biolabs, Inc. terminated on July 8, 2025. A **1:30 reverse stock split** was effective May 12, 2025. The Elevai Acquisition was completed on January 16, 2025, and a private placement in January 2025 raised **$1.85 million** gross proceeds[126](index=126&type=chunk)[128](index=128&type=chunk)[133](index=133&type=chunk)[135](index=135&type=chunk)[137](index=137&type=chunk)[139](index=139&type=chunk) - The company received Nasdaq delisting notices in August and September 2024 for failing to meet the Market Value of Listed Securities and Minimum Bid Price Requirements. A conditional compliance period was granted until September 2, 2025, with the THPlasma Merger and Reverse Stock Split intended to help regain compliance[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk)[145](index=145&type=chunk)[146](index=146&type=chunk) [Impact of Macroeconomic Events](index=28&type=section&id=Impact%20of%20Macroeconomic%20Events) - Global macroeconomic factors, including geopolitical conflicts (Russia-Ukraine, Israel-Hamas), US-China tensions, tariffs, inflation, and high interest rates, could negatively affect the company's ability to access capital and its liquidity. While current operations haven't been materially impacted, prolonged or worsening conditions could have adverse effects[25](index=25&type=chunk)[147](index=147&type=chunk) [Critical Accounting Policies and Estimates](index=28&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - The preparation of financial statements requires management to make significant estimates and assumptions, such as those for asset and liability valuations, which could differ from actual results. The Elevai Acquisition's accounting as an asset purchase required significant estimates for fair value allocation[32](index=32&type=chunk)[148](index=148&type=chunk)[149](index=149&type=chunk) [Going Concern and Management Plan](index=29&type=section&id=Going%20Concern%20and%20Management%20Plan) - The company has negative net working capital of **$3,672,761** and a net loss of **$3,392,305** for the six months ended June 30, 2025, indicating substantial doubt about its ability to continue as a going concern. Management's plan includes raising additional capital through equity/debt, leveraging revenue from the Elevai Acquisition, and reducing operating expenses through employee terminations and lease cancellations[150](index=150&type=chunk)[151](index=151&type=chunk)[152](index=152&type=chunk)[153](index=153&type=chunk) [Comparison of Results of Operations for the Three Months Ended June 30, 2025 and 2024](index=29&type=section&id=Comparison%20of%20Results%20of%20Operations%20for%20the%20Three%20Months%20Ended%20June%2030,%202025%20and%202024) Key Financials (Three Months Ended June 30) | Metric | 2025 (Unaudited) | 2024 | Change | % Change | | :------------------------------------ | :--------------- | :----- | :----- | :------- | | Gross sales | $535,978 | $12,720 | $523,258 | 4,114% | | Net sales | $503,612 | $12,320 | $491,292 | 3,988% | | Gross profit | $302,658 | $12,028 | $290,630 | 2,416% | | Selling and marketing expenses | $345,505 | $11,045 | $334,460 | 3,028% | | Research and development expenses | $228,606 | $104,066 | $124,540 | 120% | | General and administrative expenses | $1,564,967 | $1,064,874 | $500,093 | 47% | | Loss from operations | $(1,858,604) | $(1,191,487) | $(667,117) | 56% | | Net loss | $(1,886,438) | $(3,304,538) | $1,418,100 | -43% | - Net sales surged by **3,988%** to **$503,612**, and gross profit increased by **2,416%** to **$302,658**, primarily due to the Elevai Acquisition. Operating expenses significantly increased across selling and marketing (**3,028%**), R&D (**120%**), and G&A (**47%**). Net loss improved by **43%** to **$(1,886,438)** due to the absence of a large loss on a forward purchase agreement seen in the prior year[154](index=154&type=chunk)[156](index=156&type=chunk)[157](index=157&type=chunk)[158](index=158&type=chunk)[159](index=159&type=chunk)[160](index=160&type=chunk) [Comparison of Results of Operations for the Six Months Ended June 30, 2025 and 2024](index=30&type=section&id=Comparison%20of%20Results%20of%20Operations%20for%20the%20Six%20Months%20Ended%20June%2030,%202025%20and%202024) Key Financials (Six Months Ended June 30) | Metric | 2025 (Unaudited) | 2024 | Change | % Change | | :------------------------------------ | :--------------- | :----- | :----- | :------- | | Gross sales | $1,070,921 | $12,720 | $1,058,201 | 8,319% | | Net sales | $1,013,965 | $12,320 | $1,001,645 | 8,130% | | Gross profit | $572,481 | $12,028 | $560,453 | 4,660% | | Selling and marketing expenses | $626,054 | $11,045 | $615,009 | 5,568% | | Research and development expenses | $425,518 | $533,486 | $(107,968) | -20% | | General and administrative expenses | $2,840,128 | $1,992,268 | $847,860 | 43% | | Loss from operations | $(3,365,355) | $(2,571,832) | $(793,523) | 31% | | Net loss | $(3,392,305) | $(6,575,497) | $3,183,192 | -48% | - Net sales for the six months ended June 30, 2025, increased by **8,130%** to **$1,013,965**, and gross profit rose by **4,660%** to **$572,481**, primarily due to the Elevai Acquisition. Selling and marketing expenses increased by **5,568%**, while R&D expenses decreased by **20%** due to employee terminations in non-core areas. Net loss improved by **48%** to **$(3,392,305)**, largely due to the absence of a significant loss on a forward purchase agreement[161](index=161&type=chunk)[162](index=162&type=chunk)[163](index=163&type=chunk)[164](index=164&type=chunk)[165](index=165&type=chunk)[166](index=166&type=chunk) [Liquidity, Capital Resources, and Going Concern](index=31&type=section&id=Liquidity,%20Capital%20Resources,%20and%20Going%20Concern) - As of June 30, 2025, the company had cash of **$1,551,199**, negative working capital of **$3,672,761**, a net loss of **$3,392,305**, and negative cash flows from operations of **$1,589,143**. These conditions raise substantial doubt about the company's ability to continue as a going concern. Management is exploring additional capital raises and out-licensing R&D programs to enhance liquidity, alongside cost-saving measures[167](index=167&type=chunk)[168](index=168&type=chunk)[169](index=169&type=chunk)[170](index=170&type=chunk) [Debt](index=31&type=section&id=Debt) - As of June 30, 2025, the company's outstanding debt totaled **$16,672**, primarily related to insurance premium financing programs[171](index=171&type=chunk) [Cash Flows](index=31&type=section&id=Cash%20Flows) Cash Flow Summary (Six Months Ended June 30) | Activity | 2025 | 2024 | Change | % Change | | :------------------------------ | :----------- | :----------- | :------- | :------- | | Net cash used in operating activities | $(1,589,143) | $(2,214,254) | $625,111 | -28% | | Net cash used in investing activities | $(165,000) | $(748,796) | $583,796 | -78% | | Net cash provided by financing activities | $3,148,203 | $2,248,864 | $899,339 | 40% | - Net cash used in operating activities decreased by **28%** due to a lower net loss from continuing operations and reduced payments of accounts payable. Investing activities used less cash, primarily due to lower costs related to the Elevai Acquisition and the absence of AxoBio Disposition costs. Financing activities provided significantly more cash, up **40%**, driven by proceeds from common stock issuances through private placement and ATM financing[173](index=173&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk) [Contingencies](index=32&type=section&id=Contingencies) - The company is defending against a lawsuit filed by Puritan Partners LLC regarding alleged breaches of Convertible Notes and Warrants, with claims totaling **$2,725,000** plus additional fees and interest. The company has accrued **$1,175,845** for interest payable related to these notes, and the litigation is in the discovery phase[176](index=176&type=chunk) [Contractual Obligations and Commitments](index=32&type=section&id=Contractual%20Obligations%20and%20Commitments) - Contractual obligations include debt agreements, operating leases, and royalty payments, specifically related to the Asset Purchase Agreement (Elevai Royalties) and the Yuva License[177](index=177&type=chunk) [Emerging Growth Company and Smaller Reporting Company Status](index=32&type=section&id=Emerging%20Growth%20Company%20and%20Smaller%20Reporting%20Company%20Status) - The company qualifies as an 'emerging growth company' and has elected not to opt-out of the extended transition period for new accounting standards, adopting them at the same time as private companies. It is also a 'smaller reporting company,' allowing for reduced disclosure obligations, including presenting only two years of audited financial statements and reduced executive compensation disclosures[178](index=178&type=chunk)[179](index=179&type=chunk)[180](index=180&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=33&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) No quantitative and qualitative disclosures about market risk are required for the company - No quantitative and qualitative disclosures about market risk are required for the company[181](index=181&type=chunk) [Item 4. Controls and Procedures](index=33&type=section&id=Item%204.%20Controls%20and%20Procedures) Evaluation of disclosure controls and procedures, concluding ineffectiveness as of June 30, 2025, due to a material weakness, now addressed by a new policy - Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to a material weakness in internal controls over the accounting treatment for a complex transaction in 2024. The company has addressed this by adopting a policy requiring formal documentation for the accounting treatment of all material transactions[183](index=183&type=chunk) - No other material changes in internal control over financial reporting occurred during the most recently completed fiscal quarter[184](index=184&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=34&type=section&id=Item%201.%20Legal%20Proceedings) This section refers to Note 9 of the financial statements for a description of the company's material pending legal proceedings - Material pending legal proceedings are described in Note 9 to the unaudited condensed consolidated financial statements[186](index=186&type=chunk) [Item 1A. Risk Factors](index=34&type=section&id=Item%201A.%20Risk%20Factors) Updates risk factors from the 2024 Annual Report, focusing on new risks related to the proposed THPlasma Merger, including potential failure, delays, valuation, dilution, and litigation [Risks Related to the Merger](index=34&type=section&id=Risks%20Related%20to%20the%20Merger) - Failure to complete or delays in the THPlasma Merger could materially and adversely affect Longevity's operations, financial results, and stock price. The consummation is subject to conditions not entirely within Longevity's control, and uncertainty may disrupt business relationships and employee retention[188](index=188&type=chunk)[189](index=189&type=chunk)[191](index=191&type=chunk) - The Merger Shares will not be adjusted based on market price fluctuations, meaning True Health stockholders could receive a value higher or lower than negotiated. Longevity stockholders will experience substantial ownership dilution, owning approximately **10%** of the combined company on a fully-diluted basis post-merger[190](index=190&type=chunk)[197](index=197&type=chunk)[200](index=200&type=chunk) - The combined company may need to raise additional capital, leading to further dilution or restrictive debt covenants. Longevity's directors and executive officers may have interests in the merger that differ from other stockholders. Lawsuits related to the merger could cause delays and divert management attention. Longevity's dependence on its **ten remaining full-time employees** poses a risk to merger consummation and day-to-day operations[193](index=193&type=chunk)[194](index=194&type=chunk)[196](index=196&type=chunk)[205](index=205&type=chunk)[206](index=206&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section indicates that there were no unregistered sales of equity securities or use of proceeds to report - There were no unregistered sales of equity securities or use of proceeds to report during the period[208](index=208&type=chunk) [Item 3. Defaults Upon Senior Securities](index=37&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities - There were no defaults upon senior securities during the period[209](index=209&type=chunk) [Item 4. Mine Safety Disclosures](index=37&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that there are no mine safety disclosures to report - There are no mine safety disclosures to report[210](index=210&type=chunk) [Item 5. Other Information](index=37&type=section&id=Item%205.%20Other%20Information) Reports no adoption, termination, or modification of Rule 10b5-1 or non-Rule 10b5-1 trading arrangements by directors or officers during the six months ended June 30, 2025 - No directors or officers adopted, terminated, or modified Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the six months ended June 30, 2025[211](index=211&type=chunk) [Item 6. Exhibits](index=38&type=section&id=Item%206.%20Exhibits) Lists exhibits filed as part of the Form 10-Q, including merger agreements, certificates of incorporation, bylaws, and officer certifications - Exhibits include the Agreement and Plan of Merger with True Health Inc., various amendments to the Certificate of Incorporation, Amended and Restated Bylaws, and certifications from the Principal Executive Officer and Principal Financial Officer[213](index=213&type=chunk) [Signatures](index=39&type=section&id=Signatures) Contains the required signatures for the Form 10-Q report, confirming submission by Longevity Health Holdings, Inc.'s Chairman and CEO, and CFO on August 14, 2025 - The report was signed by Rajiv Shukla, Chairman and Chief Executive Officer, and Bryan J. Cassaday, Chief Financial Officer, on August 14, 2025[216](index=216&type=chunk)

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]