Longevity Health Holdings, Inc.

Previous wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q (this "Quarterly Report") and our audited consolidated financial statements and the notes thereto, Part I – Item 1A. “Risk Factors” and Part II – Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). Unless the context requires otherwise, references in this Quarterly Report to “Longevity,” the “Company,” “we,” “us,” or “our,” are intended to refer to Longevity Health Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries.

Current wording

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes contained in Part I, Item 1 and Part II, Item A. “Risk Factors” in this Quarterly Report on Form 10-Q (this "Quarterly Report"), and our audited consolidated financial statements and the notes thereto, Part I – Item 1A. “Risk Factors” and Part II – Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “2024 Annual Report”). Unless the context requires otherwise, references in this Quarterly Report to “Longevity,” the “Company,” “we,” “us,” or “our,” are intended to refer to Longevity Health Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries.

Previous wording

This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations, assumptions and projections about future events. These forward-looking statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “future,” “intend,” “anticipate,” “likely,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements and expectations regarding our ability to consummate the THPlasma Merger (as defined below) contemplated by the THPlasma Agreement (as defined below) in a timely manner or at all; the risk that the THPlasma Agreement may be terminated in certain circumstances; the satisfaction (or waiver) of the conditions to the Merger Closing (as defined below) and the License Purchase Closing; potential delays in consummating the THPlasma Merger; our ability to timely and successfully achieve the anticipated benefits of the THPlasma Merger; the risk related to the diversion of management’s attention from our ongoing business operations as a result of the THPlasma Merger; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the THPlasma Agreement; the effect of the announcement or pendency of the THPlasma Merger on our business relationships, operating results and business generally; the risk that the THPlasma Merger disrupts our current plans and operations or affects our ability to retain or recruit key employees; costs related to the THPlasma Merger; the effect of limitations that the THPlasma Agreement places on our ability to operate our business or engage in an alternate transaction; the risk that our stock price may decline significantly if the THPlasma Merger is not completed; the launch and commercialization of our products, our ability to raise financing in the future; our success in retaining or recruiting key members of our management; market acceptance of our products; regulatory developments related to the cosmetics industry; our ability to compete in our industry; our need to grow the size of our organization in the future and the management of such growth; outcomes related to any ongoing or future legal proceedings, including, but not limited to, in relation to the THPlasma Merger or THPl…

Excerpt shortened here; the source contains the full paragraph.

Current wording

This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations, assumptions and projections about future events. These forward-looking statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “future,” “intend,” “anticipate,” “likely,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements and expectations regarding the THPlasma Merger (as defined below), the License Purchase (as defined below) and anticipated benefits therefrom, the anticipated impact of the THPlasma Merger on the combined company’s business and future financial and operating results, aspects of the Company’s and THPlasma’s operations, our goals, plans and projections with respect to our operations, financial position and business strategy as well as all other statements other than statements of historical fact included in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among others, our ability to consummate the THPlasma Merger in a timely manner or at all; the risk that the THPlasma Agreement may be terminated in certain circumstances; the satisfaction (or waiver) of the conditions to the Merger Closing (as defined below) and the License Purchase Closing (as defined below); potential delays in consummating the THPlasma Merger; our ability to timely and successfully achieve the anticipated benefits of the THPlasma Merger; the risk related to the diversion of management’s attention from our ongoing business operations as a result of the THPlasma Merger; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the THPlasma Agreement; the effect of the announcement or pendency of the THPlasma Merger on our business relationships, operating results and business generally; the risk that the THPlasma Merger disrupts our current plans and operations or affects our ability to retain or recruit key employees; costs related to the THPlasma Merger; the effect…

Excerpt shortened here; the source contains the full paragraph.

Previous wording

On July 14, 2025, we entered into an Agreement and Plan of Merger (the “THPlasma Agreement”) by and among the Company, THP Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), True Health Inc., a Delaware corporation (“True Health”), and Truehealth Management Group LLC, a Delaware limited liability company (“TMG”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the THPlasma Agreement, (i) Merger Sub will merge with and into True Health (the “THPlasma Merger”), with True Health continuing as a wholly owned subsidiary of Longevity and the surviving company of the THPlasma Merger (the “Surviving Company”) and (ii) Longevity will acquire TMG’s right, title and interest in and to the authorizations, approvals, licenses, permits, certificates, registrations or exemptions issued by the U.S. Food and Drug

Current wording

On July 14, 2025, we entered into an Agreement and Plan of Merger (the “THPlasma Agreement”) by and among the Company, THP Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), True Health, Inc., a Delaware corporation that operates under the “THPlasma” brand (“THPlasma”), and Truehealth Management Group LLC, a Delaware limited liability company (“TMG”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the THPlasma Agreement, (i) Merger Sub will merge with and into THPlasma (the “THPlasma Merger”), with THPlasma continuing as a wholly owned subsidiary of Longevity and the surviving company of the THPlasma Merger (the “Surviving Company”) and (ii) THPlasma will acquire TMG’s right, title and interest in and to the authorizations, approvals, licenses, permits, certificates, registrations or exemptions issued by the U.S. Food and Drug Administration that are required for the research, development, collection, manufacture, processing, labeling, distribution, marketing, storage, transportation, use, sale and provision of THPlasma’s products (the “License Purchase”).

Previous wording

Subject to the terms and conditions of the THPlasma Agreement, at the effective time of the THPlasma Merger (the “Merger Effective Time”), all outstanding shares of True Health common stock, par value $0.001 per share (the “True Health Common Stock”), and all outstanding shares of True Health preferred stock, par value $0.001 per share (the “True Health Preferred Stock,” and together with True Health Common Stock, the “True Health Capital Stock”), (in each case, other than certain excluded shares and dissenting shares) will automatically be cancelled and will cease to exist and will thereafter only represent the right to receive a portion of 19,666,667 shares of Common Stock (such shares, the “Merger Shares”), with each holder of shares of True Health Capital Stock (other than certain excluded shares and dissenting shares) issued and outstanding immediately prior to Merger Effective Time being entitled to receive such holder’s Pro Rata Share (as defined in the THPlasma Agreement) of the Merger Shares and such holder’s Pro Rata Share of 6,666,667 shares of Parent Common Stock, as such shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination (together with the Merger Shares, the “Merger Consideration”), after the closing of the THPlasma Merger (the “Merger Closing”), based on the performance of the Surviving Company if and when the requirements as set forth in the Section 3.6 of the THPlasma Agreement are achieved.

Current wording

Subject to the terms and conditions of the THPlasma Agreement, at the effective time of the THPlasma Merger (the “Effective Time”), all outstanding shares of THPlasma common stock, par value $0.001 per share (the “THPlasma Common Stock”), and all outstanding shares of THPlasma preferred stock, par value $0.001 per share (the “THPlasma Preferred Stock,” and together with THPlasma Common Stock, the “THPlasma Capital Stock”), (in each case, other than certain excluded shares and dissenting shares) will automatically be cancelled and will cease to exist and will thereafter only represent the right to receive a portion of (i) the number of shares of common stock, par value $0.0001 per share (the “Common Stock”) determined by dividing $59,000,000 by the lesser of the Parent Market Price (as defined below) and $3.00, as such shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination (the “Merger Shares”) and (ii) the number of shares of Common Stock determined by dividing $20,000,000 by the lesser of the Parent Market Price and $3.00, as such shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination (the “Earnout Shares”), after the closing of the THPlasma Merger (the “Merger Closing”), based on the performance of the Surviving Company if and when the requirements as set forth in the Section 3.6 of the THPlasma Agreement are achieved. The Parent Market Value, as defined in the THPlasma Agreement, is equal to the volume average weighted closing sale price of a share of Common Stock during the 15 consecutive full trading days immediately preceding the Effective Time.

Previous wording

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each warrant for True Health Common Stock (a “True Health Warrant”) outstanding immediately prior to the Effective Time (that will not terminate per its own terms upon the Effective Time) will be automatically assumed by Longevity and will become a warrant to acquire, on the same terms and conditions as were applicable under such True Health Warrant, the number of shares of our Common Stock equal to the Pro Rata Share of the Merger Shares to which the holder of such True Health Warrant is entitled based on the number of shares of True Health Common Stock subject to the unexercised portion of such True Health Warrant immediately prior to the Effective Time (rounded down to the nearest whole share number), at an exercise price per share equal to the exercise price per share of such True Health Warrant immediately prior to the Effective Time divided by the ratio determined by dividing the number of the Merger Shares by the total number of shares of True Capital Stock outstanding on a fully diluted basis immediately prior to the Effective Time.

Current wording

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each warrant for THPlasma Common Stock (a “THPlasma Warrant”) outstanding immediately prior to the Effective Time (that will not terminate per its own terms upon the Effective Time) will be automatically assumed by Longevity and will become a warrant to acquire, on the same terms and conditions as were applicable under such THPlasma Warrant, the number of shares of our Common Stock equal to the Pro Rata Share (as defined in the THPlasma Agreement) of the Merger Shares to which the holder of such THPlasma Warrant is entitled based on the number of shares of THPlasma Common Stock subject to the unexercised portion of such THPlasma Warrant immediately prior to the Effective Time (rounded down to the nearest whole share number), at an exercise price per share equal to the exercise price per share of such THPlasma Warrant immediately prior to the Effective Time divided by the ratio determined by dividing the number of the Merger Shares by the total number of shares of True Capital Stock outstanding on a fully diluted basis immediately prior to the Effective Time.

Previous wording

The Merger Closing is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) the registration statement on Form S-4 filed by Longevity in connection with the THPlasma Merger having become effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and not being subject to any stop order or proceeding seeking a stop order or having been withdrawn, (ii) no law or order preventing the THPlasma Merger and the other transactions contemplated by the THPlasma Agreement, (iii) the required approvals by each respective party’s stockholders, (iv) the executed Lock-Up Agreements (as defined in the THPlasma Agreement) having been delivered to Longevity and True Health, respectively, (v) the shares of our Common Stock to be issued in the THPlasma Merger being approved for listing (subject to official notice of issuance) on the Nasdaq Stock Market (“Nasdaq”) and Longevity having maintained its existing listing on Nasdaq and obtaining approval of the listing of the combined company on Nasdaq and (vi) each of the conditions to the License Purchase having been satisfied or waived at or prior to the Merger Closing.

Current wording

The Merger Closing is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) the registration statement on Form S-4 filed by Longevity in connection with the THPlasma Merger having become effective in accordance with the provisions of the Securities Act of 1933, as amended, and not being subject to any stop order or proceeding seeking a stop order or having been withdrawn, (ii) no law or order preventing the THPlasma Merger and the other transactions contemplated by the THPlasma Agreement, (iii) the required approvals by each respective party’s stockholders, (iv) the executed Lock-Up Agreements (as defined in the THPlasma Agreement) having been delivered to Longevity and THPlasma, respectively, (v) the shares of Common Stock to be issued in the THPlasma Merger being approved for listing (subject to official notice of issuance) on Nasdaq and Longevity having maintained its existing listing on Nasdaq and obtaining approval of the listing of the combined company on Nasdaq and (vi) each of the conditions to the License Purchase having been satisfied or waived at or prior to the Merger Closing.

Previous wording

Longevity and 20/20 Biolabs, Inc., a Delaware corporation (“Biolabs”), entered into an Agreement and Plan of Merger, dated April 11, 2025 (the “Biolabs Agreement”), by and among Longevity, our wholly-owned subsidiary (“Biolabs Merger Sub”), and Jonathan Cohen, as the Stockholder Representative (the “Stockholder Representative”), pursuant to which, among other matters, Biolabs Merger Sub would merge with and into Biolabs, with Biolabs as the surviving corporation and a wholly-owned subsidiary of Longevity. On July 8,

Current wording

Longevity and 20/20 Biolabs, Inc., a Delaware corporation (“Biolabs”), entered into an Agreement and Plan of Merger, dated April 11, 2025 (the “Biolabs Agreement”), by and among Longevity, our wholly-owned subsidiary (“Biolabs Merger Sub”), and Jonathan Cohen, as the Stockholder Representative, pursuant to which, among other matters, Biolabs Merger Sub would merge with and into Biolabs, with Biolabs as the surviving corporation and a wholly-owned subsidiary of Longevity. On July 8, 2025, the Biolabs Agreement, as amended, automatically terminated in accordance with its terms. No termination fee or other payment is due to any party to the Biolabs Agreement from any other party thereto as a result of the termination.

Previous wording

On May 12, 2025 (the “Split Effective Time”), we effected a reverse stock split of our common stock, par value $0.0001 per share (the “Common Stock”) at a ratio of 1:30 (the “Reverse Stock Split”). At the Split Effective Time, every 30 shares of our Common Stock issued and outstanding immediately prior to the Split Effective Time were automatically combined into one issued and outstanding share of Common Stock without any change in the par value per share or the total number of authorized shares. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise of our outstanding stock options and warrants, as well as the applicable exercise prices, and to the number of shares issuable under our 2023 Equity Incentive Plan. All share numbers and per share amounts in this Form 10-Q have been restated to reflect the Reverse Stock Split.

Current wording

On May 12, 2025 (the “Split Effective Time”), we effected a reverse stock split of our Common Stock at a ratio of 1:30 (the “Reverse Stock Split”). At the Split Effective Time, every 30 shares of our Common Stock issued and outstanding immediately prior to the Split Effective Time were automatically combined into one issued and outstanding share of Common Stock without any change in the par value per share or the total number of authorized shares. Proportional adjustments were made to the number of shares of Common Stock issuable upon exercise of our outstanding stock options and warrants, as well as the applicable exercise prices, and to the number of shares issuable under our 2023 Long-Term Incentive Plan. All share numbers and per share amounts in this Quarterly Report have been restated to reflect the Reverse Stock Split.

Previous wording

In May 2025, we sold 479,621 shares of its Common Stock at prices ranging from $3.36 to $4.09 (with an average price of $4.08) per share through an at-the-market equity offering facility (the “ATM Financing”). Gross proceeds from the sale of Common Stock under the ATM Financing totaled $1.96 million, prior to deducting fees of $0.06 million paid to the sales agent, Brookline Capital Markets, a division of Arcadia Securities, LLC ("Brookline"), and other offering expenses of $0.14 million payable by us. A member of our board of directors is a managing partner of Brookline.

Current wording

In May 2025, we sold 479,621 shares of Common Stock at prices ranging from $3.36 to $4.09 (with an average price of $4.08) per share through an at-the-market equity offering facility (the “ATM Financing”). Gross proceeds from the sale of Common Stock under the ATM Financing totaled $1.96 million, prior to deducting fees of $0.06 million paid to the sales agent, Brookline Capital Markets, a division of Arcadia Securities, LLC ("Brookline"), and other offering expenses of $0.14 million payable by us. A member of our board of directors is a managing partner of Brookline.

Previous wording

On January 16, 2025 (the “Closing Date”), we completed, through our wholly owned subsidiary, Elevai Skincare, Inc. (formerly Cutis Cura Corporation), a Delaware corporation (the “Buyer”), the acquisition of substantially all of the assets (the “Purchased Assets”), and assumption of certain of the liabilities (the “Assumed Liabilities”), of PMGC Holdings Inc., a Nevada corporation and successor to Elevai Labs Inc., a Delaware corporation (the “Parent”), and PMGC Impasse, Inc. (formerly Elevai Skincare, Inc.), a Delaware corporation and a wholly owned subsidiary of Parent (the “Seller”), related to the Seller’s skincare and haircare business (“Elevai Skincare”) pursuant to an Asset Purchase Agreement, dated as of December 31, 2024 (the “Asset Purchase Agreement”), by and among Longevity, the Buyer, the Parent and the Seller (the “Elevai Acquisition”).

Current wording

On January 16, 2025 (the “Closing Date”), we completed, through our wholly owned subsidiary, Elevai Skincare, Inc. (formerly Cutis Cura Corporation), a Delaware corporation (the “Buyer”), the acquisition of substantially all of the assets (the “Purchased Assets”), and assumption of certain of the liabilities (the “Assumed Liabilities”), of PMGC Holdings Inc., a Nevada corporation and successor to Elevai Labs Inc., a Delaware corporation (the “Parent”), and PMGC Impasse Corp. (formerly Elevai Skincare, Inc.), a Delaware corporation and a wholly owned subsidiary of Parent (the “Seller”), related to the Seller’s skincare and haircare business (“Elevai Skincare”) pursuant to an Asset Purchase Agreement, dated as of December 31, 2024 (the “Asset Purchase Agreement”), by and among Longevity, the Buyer, the Parent and the Seller (the “Elevai Acquisition”).

Previous wording

On January 2, 2025, we closed on the 2025 Private Placement, pursuant to which we sold and issued (i) an aggregate of 268,840 shares of Common Stock at an offering price of $6.90 per share, and (ii) warrants to purchase up to an aggregate of 268,840 shares of Common Stock at an exercise price of $6.90 (the “Common Stock Warrants”). The aggregate gross proceeds from the 2025 Private Placement were approximately $1.85 million, before deducting fees of $0.19 million paid to the placement agent, Brookline (the “Placement Agent”) and other offering expenses of approximately $0.3 million. The Common Stock Warrants, if exercised for cash, will result in up to $1.85 million in additional gross proceeds to Longevity.

Current wording

On January 2, 2025, we closed on the 2025 Private Placement, pursuant to which we sold and issued (i) an aggregate of 268,840 shares of Common Stock at an offering price of $6.90 per share, and (ii) warrants to purchase up to an aggregate of 268,840 shares of Common Stock at an exercise price of $6.90 (the “Common Stock Warrants”). The aggregate gross proceeds from the 2025 Private Placement were approximately $1.85 million, before deducting fees of $0.19 million paid to the placement agent, Brookline (the “Placement

Previous wording

Economic uncertainty in various global markets caused by political instability and conflicts, such as the ongoing Russia-Ukraine war and the related sanctions imposed against Russia, the regional conflict in the Middle East (including the Israel-Hamas war), geopolitical tensions between the United States and China, and the imposition of tariffs and other trade restrictions by the U.S. government and foreign governments and related trade tensions have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability, supply chain interruptions, high levels of inflation and fluctuating interest rates. Our business, financial condition, and results of operations could be materially and adversely affected by further negative impacts on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen. Although, to date, our results of operations have not been materially impacted by these global economic and geopolitical conditions, it is impossible to predict the extent to which our operations may be impacted in the short- and long-term. The extent and duration of these market disruptions are impossible to predict. Any such disruptions may also magnify the impact of other risks described or incorporated by reference in Part I, Item 1A. "Risk Factors" in our 2024 Annual Report.

Current wording

Economic uncertainty in various global markets caused by political instability and conflicts, such as the ongoing Russia-Ukraine war and the related sanctions imposed against Russia, the regional conflict in the Middle East (including tensions between Israel and Hamas), geopolitical tensions between the United States and China, and the imposition of tariffs and other trade restrictions by the U.S. government and foreign governments and related trade tensions have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability, supply chain interruptions, high levels of inflation and fluctuating interest rates. Our business, financial condition, and results of operations could be materially and adversely affected by further negative impacts on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen. Although, to date, our results of operations have not been materially impacted by these global economic and geopolitical conditions, it is impossible to predict the extent to which our operations may be impacted in the short- and long-term. The extent and duration of these market disruptions are impossible to predict. Any such disruptions may also magnify the impact of other risks described IN Part II, Item 1A. “Risk Factors” in this Quarterly Report and Part I, Item 1A. "Risk Factors" in our 2024 Annual Report.

Previous wording

The unaudited condensed consolidated financial statements included elsewhere herein were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. We had negative net working capital of $3,672,761 as of June 30, 2025 and a net loss of $3,392,305 and negative net cash flow from operations of $1,589,143 for the six months ended June 30, 2025.

Current wording

The unaudited condensed consolidated financial statements included elsewhere herein were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. We had negative net working capital of $3,997,047 as of September 30, 2025 and a net loss of $4,822,060 and negative net cash flow from operations of $3,022,899 for the nine months ended September 30, 2025.

Previous wording

We have incurred substantial recurring losses from continuing operations, have used, rather than provided, cash from our continuing operations, and are dependent on additional financing to fund future operations. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the filing of this report. The unaudited condensed consolidated financial statements included elsewhere herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Current wording

We have incurred substantial recurring losses from continuing operations, have used, rather than provided, cash from our continuing operations, and are dependent on additional financing to fund future operations. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the filing of this Quarterly Report. The unaudited condensed consolidated financial statements included elsewhere herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Previous wording

Gross sales for the three months ended June 30, 2025 and 2024 were $535,978, and $12,720, respectively. This increase was principally generated by sales of the products acquired in the Elevai Acquisition. Discounts and allowances related to these sales totaled $32,366 and $400 for the three months ended June 30, 2025 and 2024, respectively. Our net revenue, cost of goods sold, and gross profit on these sales were $503,612, $200,954 and $302,658, respectively, for the three months ended June 30, 2025 and $12,320, $292, and $12,028, respectively, for the three months ended June 30, 2024.

Current wording

Gross sales for the three months ended September 30, 2025 and 2024 were $454,106 and $58,915, respectively. This increase was principally driven by sales of the products acquired in the Elevai Acquisition. Discounts and allowances related to these sales totaled $28,242 and $38,396 for the three months ended September 30, 2025 and 2024, respectively. Our net revenue, cost of goods sold, and gross profit on these sales were $425,864, $171,401 and $254,493, respectively, for the three months ended September 30, 2025 and $20,519, $4,840, and $15,679, respectively, for the three months ended September 30, 2024.

Previous wording

Selling and marketing expenses totaled $345,505 and $11,045 for the three months ended June 30, 2025 and 2024, respectively. This increase was driven by our sales and marketing efforts related to the products acquired in the Elevai Acquisition.

Current wording

Selling and marketing expenses totaled $358,535 and $120,062 for the three months ended September 30, 2025 and 2024, respectively. This increase was driven by our sales and marketing efforts related to the products acquired in the Elevai Acquisition.

Previous wording

Research and development expenses increased by $124,540 to $228,606 for the three months ended June 30, 2025 as compared to the same period of 2024. This increase was principally driven by the Elevai Acquisition.

Current wording

Research and development expenses decreased by $103,813 to $227,993 for the three months ended September 30, 2025 as compared to the same period of 2024. This decrease was principally driven lower headcount in the 2025 period.

Previous wording

General and administrative expenses increased from $1,064,874 for the three months ended June 30, 2024 to $1,564,967 for the comparable period of 2025 due to a higher level of costs for professional fees and services.

Current wording

General and administrative expenses increased from $965,622 for the three months ended September 30, 2024 to $1,122,684 for the comparable period of 2025 principally due to a higher level of legal and other professional fees and services related to merger activities.

Previous wording

Other expenses, net, were $27,834 for the three months ended June 30, 2025, as compared to $2,113,051 in the corresponding period of 2024. Other expenses, net, for the first quarter of 2024 were driven by an unfavorable change in the fair value of the FPA (as defined in Note 2 to the accompanying unaudited condensed consolidated financial statements) of $2,123,477. The FPA matured in October 2024 with no funds due to or from us.

Current wording

Other income, net, was $41,262 for the three months ended September 30, 2025, as compared to net other expenses, net, of $1,458,692 in the corresponding period of 2024. Other expenses, net, for the third quarter of 2024 were driven by an unfavorable change in the fair value of the FPA (as defined in Note 2 to the accompanying unaudited condensed consolidated financial statements) of $1,420,137. The FPA matured in October 2024 with no funds due to or from us.

Previous wording

Comparison of Results of Operations for the Six Months Ended June 30, 2025 and 2024

Current wording

Comparison of Results of Operations for the Nine Months Ended September 30, 2025 and 2024

Previous wording

The following table sets forth our unaudited consolidated results of operations for the six months ended June 30, 2025 and 2024:

Current wording

The following table sets forth our unaudited consolidated results of operations for the nine months ended September 30, 2025 and 2024:

Previous wording

Gross sales for the six months ended June 30, 2025 and 2024 were $1,070,921 and $12,720, respectively. This increase was principally driven by sales of the products acquired in the Elevai Acquisition. Discounts and allowances related to these sales totaled $56,956 and $400 for the six months ended June 30, 2025 and 2024, respectively. Our net revenue, cost of goods sold, and gross profit on these sales were $1,013,965, $441,484, and $572,481, respectively, for the six months ended June 30, 2025 and $12,320, $292, and $12,028, respectively, for the six months ended June 30, 2024.

Current wording

Gross sales for the nine months ended September 30, 2025 and 2024 were $1,525,027 and $71,235, respectively. This increase was principally driven by sales of the products acquired in the Elevai Acquisition. Discounts and allowances related to these sales totaled $85,198 and $38,396 for the nine months ended September 30, 2025 and 2024, respectively. Our net revenue, cost of goods sold, and gross profit on these sales were $1,439,829, $612,885, and $826,944, respectively, for the nine months ended September 30, 2025 and $32,839, $5,132, and $27,707, respectively, for the nine months ended September 30, 2024.

Previous wording

Selling and marketing expenses totaled $626,054 and $11,045 for the six months ended June 30, 2025 and 2024, respectively. This increase was driven by our marketing efforts related to the products acquired in the Elevai Acquisition.

Current wording

Selling and marketing expenses totaled $1,087,351 and $131,107 for the nine months ended September 30, 2025 and 2024, respectively. This increase was driven by our marketing efforts related to the products acquired in the Elevai Acquisition.

Previous wording

Research and development expenses decreased by $107,968 to $425,518 for the first half of 2025 as compared to the same period of 2024. This decrease was principally driven by the termination of employees in non-core or overlapping business areas at the end of the first quarter of 2024, partially offset by increased costs related to business acquired in the Elevai Acquisition.

Current wording

Research and development expenses decreased by $180,484 to $684,808 for the nine months ended September 30, 2025 as compared to the nine months ended September 30, 2024. This decrease was principally driven by the termination of employees in non-core or overlapping business areas at the end of the first quarter of 2024, partially offset by increased costs related to the business acquired in the Elevai Acquisition.

Previous wording

General and administrative expenses were $2,840,128 and $1,992,268 for the six months ended June 30, 2025 and 2024, respectively. This increase was primarily driven by an increase in costs for professional fees and services.

Current wording

General and administrative expenses were $3,828,753 and $2,957,890 for the nine months ended September 30, 2025 and 2024, respectively. This increase was primarily driven by an increase in costs for legal and other professional fees and services related to merger activities.

Previous wording

Other expenses, net, were $26,950 for the six months ended June 30, 2025, as compared to $4,285,868 forthe corresponding period of 2024. Other expenses, net, for the six months ended June 30, 2024 were driven by an unfavorable change in the fair value of the FPA (as defined in Note 2 to the accompanying unaudited condensed consolidated financial statements) of $4,280,314. The FPA matured in October 2024 with no funds due to or from us.

Current wording

Other income, net, was $14,312 for the nine months ended September 30, 2025, as compared to other expenses, net, of $5,744,560 forthe corresponding period of 2024. Other expenses, net, for the nine months ended September 30, 2024 were driven by an unfavorable change in the fair value of the FPA (as defined in Note 2 to the accompanying unaudited condensed consolidated financial statements) of $5,700,451. The FPA matured in October 2024 with no funds due to or from us.

Previous wording

As of June 30, 2025, we had cash of $1,551,199 and negative working capital of $3,672,761. In addition, we had a net loss of $3,392,305 and negative cash flows from operations of $1,589,143 for the six months ended June 30, 2025. Since our inception, we have financed operations principally through our issuances of equity securities. We significantly reduced operating expenses by the elimination of non-core areas business functions in the first quarter of 2024 and the reduction in expenses resulting from the AxoBio Disposition (as defined in Note 13 to the accompanying unaudited condensed consolidated financial statements).

Current wording

As of September 30, 2025, we had cash of $1,109,228 and negative working capital of $3,997,047. In addition, we had a net loss of $4,822,060 and negative cash flows from operations of $3,022,899 for the nine months ended September 30, 2025. Since our inception, we have financed operations principally through our issuances of equity securities. We significantly reduced operating expenses by the elimination of non-core business functions in the first quarter of 2024 and the reduction in expenses resulting from the AxoBio Disposition (as defined in Note 14 to the accompanying unaudited condensed consolidated financial statements).

Previous wording

Late in the second quarter of 2024, we began the launch of our cosmetic skincare products based on the Carmell Secretome™. In addition, we completed the Elevai Acquisition in January 2025. The business acquired in the Elevai Acquisition had revenue of approximately $2.5 million in 2024. Management anticipates that revenue from the continued commercialization of its cosmetic products and the anticipated cost savings from the restructuring activities detailed above will assist us in extending our cash runway. In addition, we are exploring raising additional capital and the out-licensing of certain research and development programs to enhance our liquidity.

Current wording

Late in the second quarter of 2024, we began the launch of our cosmetic skincare products based on the Carmell Secretome™. In addition, we completed the Elevai Acquisition in January 2025. The business acquired in the Elevai Acquisition had revenue of approximately $2.5 million in 2024. Management anticipates that revenue from the continued commercialization of its cosmetic products and the anticipated cost savings from the restructuring activities detailed above will assist us in extending our cash runway. In addition, the pending THPlasma Merger is expected to close in the first quarter of 2026, and we are exploring raising additional capital.

Previous wording

As of June 30, 2025, we had outstanding debt totaling $16,672 related to the financing of premiums on our insurance programs (see Note 8 to the accompanying unaudited condensed consolidated financial statements).

Current wording

As of September 30, 2025, we had outstanding debt totaling $286,059 related to the financing of premiums on our insurance programs (see Note 9 to the accompanying unaudited condensed consolidated financial statements).

Previous wording

The following table summarizes our unaudited condensed consolidated cash flows for the six months ended June 30, 2025 and 2024:

Current wording

The following table summarizes our unaudited condensed consolidated cash flows for the nine months ended September 30, 2025 and 2024:

Previous wording

Net cash used in operating activities for the six months ended June 30, 2025 was $1,589,143 for the six months ended June 30, 2025 as compared to $2,214,254 in the same period of 2024. Our net loss from continuing operations decreased from $6,857,700 for the six months ended June 30, 2024 to $3,392,305 in the comparable period of 2025. For the six months ended June 30, 2024, we incurred a non-cash loss on a forward purchase agreement of $4,280,314. In addition, we paid down $1,259,808 of accounts payable and accrued liabilities in the half of 2024. This was partially offset by $1,021,361 in cash flows from the AxoBio business disposed of in March 2024.

Current wording

Net cash used in operating activities for the nine months ended September 30, 2025 totaled $3,022,899 as compared to $3,121,193 in the same period of 2024. Our net loss from continuing operations decreased from $9,736,181 for the nine months ended September 30, 2024 to $4,822,060 in the comparable period of 2025. For the nine months ended September 30, 2024, we incurred a non-cash loss on the FPA of $5,700,451. In addition, we paid down $1,463,805 of accounts payable and accrued liabilities in the first nine months of 2024. This was partially offset by $1,021,361 in cash flows from the AxoBio business, which was disposed of in March 2024.

Previous wording

For the six months ended June 30, 2025, we paid $150,000 of costs related to the Elevai Acquisition and $15,000 of deferred costs related to the THPlasma Merger. For the six months ended June 30, 2024, we paid $748,796 of costs in connection with the AxoBio Disposition.

Current wording

During the nine months ended September 30, 2025, we paid $150,000 of costs related to the Elevai Acquisition and purchased $14,224 of property and equipment. In the nine months ended September 30, 2024, we paid $748,796 of costs in connection with the AxoBio Disposition.

Previous wording

Net cash provided by financing activities was $3,148,203 and $2,248,864 for the six months ended June 30, 2025 and 2024, respectively. In the first six months of 2025, we closed the 2025 Private Placement and sold Common Stock under the ATM Financing for aggregate net proceeds of $3,397,476. In the first half of 2024, we received net proceeds from the sale of shares of Common Stock totaling $2,687,225. In addition, loan repayments related to the Company's insurance premium financing programs decreased by $220,626 in the 2025 period, reflecting a lower level of cost financed under our insurance programs.

Current wording

Net cash provided by financing activities was $4,139,212 and $2,094,853 for the nine months ended September 30, 2025 and 2024, respectively. In the first nine months of 2025, we closed the 2025 Private Placement, sold shares of Common Stock under the ATM Financing for aggregate net proceeds of $3,483,790 and received $1,000,000 in proceeds from the exercise of certain Common Stock Warrants. In the first half of 2024, we received net proceeds from the sale of shares of Common Stock totaling $2,687,225. In addition, loan repayments related to the Company's insurance premium financing programs decreased by $247,794 in the 2025 period, reflecting a lower level of cost financed under our insurance programs.

Previous wording

We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million, and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year, and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time that we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our

Current wording

We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700 million, and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year, and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time that we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K, and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.