Longevity Health Holdings, Inc.
For the period ended Dec 31, 2025. Filed Mar 31, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Mar 31, 2026
XAGE$0.23-13.1%Stored close · as of Jul 8, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-03-31.
0000950170-25-047891
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-03-31.
0001193125-26-134698
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 60 previous paragraphs and 64 current paragraphs.
24 unchanged; 13 reworded; 26 added; 23 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 2 previous and 2 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (26)
Current report
On the Closing Date, we closed the PIPE, whereby we received gross proceeds of approximately $200,000 for the sale of 689,656 shares of Common Stock at an offering price of $0.29 per share to ICP. The shares of Common Stock were offered and sold in the PIPE in reliance on the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Rule 506(c) of Regulation D promulgated thereunder, and applicable state securities laws.
Current report
Effective as of the Closing Date, we and Rajiv Shukla, our former Chairman and Chief Executive Officer, mutually agreed that Mr. Shukla would no longer serve as our Chairman, director and Chief Executive Officer. In connection with Mr. Shukla’s separation from the Company, he and the Company entered into a separation and release of claims agreement, dated March 13, 2026, pursuant to which Mr. Shukla will receive a monthly payment of $30,000 for the Severance Period, beginning in April 2026; provided that the Severance Period will increase to 18 months in the event that, within three months following the effective date of the Separation Agreement, the Company consummates a transaction or transactions resulting in any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act becoming a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total power to vote for the election of directors of the Company. In addition, Mr. Shukla may receive the Lump Sum Payment upon the closing of a capital raise of at least one million dollars ($1,000,000).
Current report
Effective as of the Closing Date, the Board appointed Janakiram Ajjarapu as a director of the Company, our Chairman and our Chief Executive Officer. Mr. Ajjarapu is the managing member of, and holds a direct minority membership interest in, ICP and serves as the trustee of a family trust that holds the remaining outstanding membership interests in ICP.
Current report
On September 10, 2025, we received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying us that the Nasdaq Hearings Panel had determined to delist our securities from Nasdaq and that trading in our securities was suspended at the opening of trading on September 12, 2025, as we failed to regain compliance with Nasdaq Listing Rules 5550(a)(2) and 5550(b)(2). Our securities are now quoted on the OTCQB.
Current report
Termination of THPlasma Merger Agreement
Current report
On July 14, 2025, we entered into an Agreement and Plan of Merger, dated July 14, 2025, 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”), as amended by the Amendment to Agreement and Plan of Merger, dated November 3, 2025 (the “Merger Agreement”), providing for, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, the merger of Merger Sub with and into True Health (the “Merger”), with True Health continuing as a wholly owned subsidiary of the Company and the surviving company of the Merger. Pursuant to the terms of the THPlasma Agreement, either party was permitted to terminate the agreement if the Merger had not been consummated by November 30, 2025. As the Merger was not consummated by such date, on December 8, 2025, the Company provided notice of termination of the Merger Agreement to True Health in accordance with such provision. No termination fee was payable by either party in connection with the termination of the Merger Agreement.
Current report
Termination of 20/20 Biolabs Merger Agreement
Current report
On April 11, 2025, Longevity and 20/20 Biolabs, Inc., a Delaware corporation (“Biolabs”), entered into an Agreement and Plan of Merger, dated April 11, 2025, by and among Longevity, Biolabs, our wholly-owned merger subsidiary (“Biolabs Merger Sub”), and Jonathan Cohen, as the Stockholder Representative, as amended by the Amendment No. 1 to the Merger Agreement, dated June 24, 2025 (the “Biolabs Agreement”), providing for, among other matters, the merger of Biolabs Merger Sub 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 was due to any party to the Biolabs Agreement from any other party thereto as a result of the termination.
Current report
Reverse Stock Split
Current report
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 Annual Report have been restated to reflect the Reverse Stock Split.
Current report
ATM Facility
Current report
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. Brookline is a related party as a member of the Board is a managing partner of Brookline.
Current report
Elevai Acquisition
Current report
On January 16, 2025 (the “Elevai 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”).
Current report
On January 2, 2025, we closed on a private placement in 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”) (such transaction, the “2025 Private Placement”). The aggregate gross proceeds from the 2025 Private Placement were approximately $1,851,849. In conjunction with the 2025 Private Placement, the Company paid $127,925 in fees and $60,000 in legal costs to Brookline. A total of $214,239 of costs was recorded as a reduction of the gross proceeds received.
Current report
The Common Stock Warrants have a five-year term and became exercisable upon stockholder approval, which occurred in March 2025. The Common Stock Warrants also contain certain provisions that, in the event of a stock split, result in the exercise price and number of shares of Common Stock issuable upon exercise of such warrants being subject to a proportionate adjustment, as well as a down-round provision. In connection with the closing of the 2025 Private Placement, the Company issued a warrant to purchase an aggregate of 18,541 shares of Common Stock to Brookline (the “Placement Agent Warrant”). The Placement Agent Warrant has an exercise price of $6.90 and a term of five years and became exercisable six months after issuance. The Placement Agent Warrant contains the same terms as the Common Stock Warrants regarding the adjustment in the event of a stock split and the down-round provision. The fair value of the Placement Agent Warrant at issuance was approximately $311,000.
Current report
Upon the Reverse Stock Split, the adjustment provision for the Common Stock Warrants and Placement Agent Warrant was triggered. As a result, the total shares issuable on exercise of the Common Stock Warrants and Placement Agent Warrant increased to 473,220 and 32,643, respectively, and the exercise price of each was reduced to $3.92. The incremental consideration for the Placement Agent Warrant related to such adjustment was approximately $26,000. As a result of shares sold as part of the ATM Financing, the adjustment provision on the Common Stock Warrants and the Placement Agent Warrant was triggered. As a result, the exercise price of such warrants was reduced to $3.36, and the total shares issuable on exercise of the Common Stock Warrants and the Placement Agent Warrant increased to 552,798 and 38,131, respectively. The incremental consideration for the Placement Agent Warrant related to such adjustment was approximately $6,000.
Current report
As more fully described above, we closed an offering of Common Stock and Common Stock Warrants on January 2, 2025 in the 2025 Private Placement, resulting in gross proceeds to us of approximately $1.85 million and sold shares of Common Stock under the ATM Financing in May 2025, resulting in gross proceeds to us of approximately $1.96 million. In addition, we closed the Elevai Acquisition on January 16, 2025, as described above. Elevai Skincare’s skincare and haircare products generated revenue of approximately $1.89 million in 2025. The Company also received $1.0 million in proceeds from the exercise of certain of the Common Stock Warrants in July 2025, as detailed in Note 13 to the accompanying consolidated financial statements.
Current report
Management’s plans that may alleviate substantial doubt about our ability to continue as a going concern include the acquisition of cash flow generating assets or businesses and raising additional debt or equity financing. Although the Company has been successful in raising capital in the past and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.
Current report
Sales/Gross Profit
Current report
Research and development expenses decreased by $265,422 to $788,888 for the year ended December 31, 2025 as compared to the year ended December 31, 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.
Current report
General and administrative expenses were $5,911,725 and $3,715,340 for the years ended December 31, 2025 and 2024, respectively. This increase was primarily driven by a higher level of legal and other professional fees and services related to merger and litigation matters.
Current report
Other Income (Expenses), Net
Current report
Other income, net, was $238,553 for the year ended December 31, 2025, as compared to other expenses, net, of $5,749,245 forthe corresponding period of 2024. Other expenses, net, for the year ended December 31, 2024 were driven by an unfavorable change in the fair value of the FPA (as defined in Note 2 to the accompanying consolidated financial statements) of $5,700,451. The FPA matured in October 2024 with no funds due to or from us.
Current report
Net cash used in operating activities for the year ended December 31, 2025 totaled $3,329,266 as compared to $3,893,256 in the same period of 2024. Our net loss from continuing operations decreased from $10,650,464 for the year ended December 31, 2024 to $6,905,282 in the comparable period of 2025. For the year ended December 31, 2024, we incurred a non-cash loss on the FPA of $5,700,451. This was partially offset by $1,021,361 in cash flows from the business of AxoBio (as defined in Note 9 to the accompanying consolidated financial statements), which was disposed of in March 2024.
Current report
Net cash provided by financing activities was $4,043,092 and $1,886,730 for the year ended December 31, 2025 and 2024, respectively. In 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 $273,483 in the 2025 period, reflecting a lower level of cost financed under our insurance programs.
Removed paragraphs (23)
Previous report
Private Placement
Previous report
On January 2, 2025, we closed the 2025 Private Placement, whereby we received gross proceeds of $1,851,849 for the sale of 8,065,210 shares of Common Stock and warrants to purchase up to 8,065,210 shares of Common Stock at an exercise price of $0.23 per share.
Previous report
On the APA Closing Date, we closed the Elevai Acquisition, whereby we acquired the Purchased Assets and assumed the Assumed Liabilities for a purchase price consisting of: (i) shares of Common Stock having an aggregate Market Value (as defined in the Asset Purchase Agreement (as defined below)) of $1,075,463, of which $100,000 is being withheld by us for 12 months after the APA Closing Date to secure the indemnification obligations of the Seller under the Asset Purchase Agreement, dated as of December 31, 2024 (the “Asset Purchase Agreement”), by and among the Company, a wholly owned subsidiary of the Company formed in connection with the transaction (“Buyer”), Parent and Seller.; (ii) Buyer’s assumption of the Assumed Liabilities; and (iii) $56,525 in cash to be paid within 60 days following the sale by Buyer of certain finished goods inventory (as specified in the Asset Purchase Agreement) included in the Purchased Assets as of the APA Closing Date.
Previous report
Name Change
Previous report
On March 6, 2025, we filed an amendment to our Third Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State to change our name from “Carmell Corporation” to “Longevity Health Holdings, Inc.”
Previous report
Chief Executive Officer Transition
Previous report
Effective January 20, 2025, we and Kendra Bracken-Ferguson mutually agreed that Ms. Bracken-Ferguson would no longer serve as our Chief Executive Officer. In connection with Ms. Bracken-Ferguson’s separation from the Company, she and the Company entered into a separation and release of claims agreement, dated January 24, 2025, pursuant to which Ms. Bracken-Ferguson will receive cash payments in the aggregate amount of $150,000 to be paid in equal installments over the subsequent six months. Effective as of January 24, 2025, our Board of Directors appointed Rajiv Shukla, our then-current Executive Chairman, as our Chief Executive Officer.
Previous report
On August 30, 2024, we received a letter from the Department of Nasdaq, notifying us that our MVLS was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq provided the Company with 180 calendar days, or until February 26, 2025, to regain compliance with the MVLS Requirement.
Previous report
On September 30, 2024, we received a letter from the Department notifying us that, based upon the closing bid price of the Common Stock for the 31 consecutive business days from August 15, 2024 to September 27, 2024, we no longer meet the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq has provided us with 180 calendar days, or until March 31, 2025, to regain compliance with the Minimum Bid Price Requirement.
Previous report
On March 4, 2025, the Company received written notice from the Department notifying us that we had failed to regain compliance with the MVLS Requirement by the MVLS Compliance Date and that Nasdaq would delist the Company’s securities from the Nasdaq Capital Market by March 11, 2025. On March 10, 2025, we requested an appeal of Nasdaq’s delisting determination to the Nasdaq Hearings Panel (the “Panel”), which will stay the delisting pending Nasdaq’s decision. We believe that we have a path to regaining compliance with Nasdaq's listing requirements, but no guarantee can be provided that we will be successful in doing so. Additionally, there can be no assurance that the Panel will provide a decision in our favor after the hearing or that we will be able to remain in compliance with the applicable Nasdaq listing requirements on an ongoing basis.
Previous report
In the third quarter of 2023 and in the first quarter of 2024, we significantly reduced our future operating expenses by terminating certain executives serving as part-time consultants and full-time employees in non-core areas or overlapping business functions. We also terminated a lease for a redundant facility space in August 2024. These expense reductions resulted in annual savings of approximately $3,000,000 to $4,000,000, which we began to realize in 2024.
Previous report
Furthermore, we closed the 2025 Private Placement on January 2, 2025, which resulted in gross proceeds to us of $1,851,849, and closed on the Elevai Acquisition on January 16, 2025. The acquired business generated revenue of approximately $2,500,000 in 2024, and we expect to grow this source of revenue in 2025.
Previous report
We are also exploring out-licensing certain research and development programs to enhance our liquidity.
Previous report
Gross Sales/Gross Profit
Previous report
Research and development expenses decreased by $1,442,908 to $1,054,310 for the year ended December 31, 2024, as compared to the fiscal year 2023. This decrease was partially driven by our strategic realignment that refocused our efforts on cosmetic skincare products with near-term commercial potential, reprioritized further research and development, and ceased clinical studies of product candidates that would take more than a year to commercialize. This decrease was also partially due to the termination of employees in non-core or overlapping business areas in the third quarter of 2023 and the first quarter of 2024 and the termination of a lease for redundant facility space.
Previous report
General and administrative expenses were $3,715,340 and $2,622,945 for the years ended December 31, 2024 and 2023, respectively. This increase was primarily driven by an increase in insurance costs and salaries and benefits for personnel. In addition, we began to realize savings from the cost reductions discussed above which partially offset the increase in expenses.
Previous report
Restructuring charges of $726,280 in the year ended December 31, 2023 were related to the post-acquisition integration of AxoBio (as defined in Note 1 to the accompanying consolidated financial statements) following its acquisition in August 2023 and consist primarily of accrued severance from the termination of certain executives serving as part-time consultants and full-time employees in non-core areas or overlapping business functions. See Note 1 to the accompanying consolidated financial statements for additional details regarding the acquisition of AxoBio.
Previous report
Other Expenses, Net
Previous report
Other expenses, net, were $5,749,245 for the year ended December 31, 2024, as compared to $10,261,696 for the fiscal year 2023. The decrease in other expenses, net, was primarily driven by an unfavorable change in the fair value of the FPA (as defined in Note 2 to the accompanying consolidated financial statements) of $5,700,451. The year ended December 31, 2023 includes an unfavorable change in the fair value of the FPA of $10,268,130 and interest expense on debt of $853,805. The decreases in the fair value of the FPA were principally related to changes in the price of our Common Stock. These expenses were partially offset by a favorable change in the fair value of derivative liabilities related to the Convertible Notes (as defined in Note 9 to the accompanying consolidated financial statements) of $826,980. See Notes 2 and 9 to the accompanying consolidated financial statements for additional details regarding the FPA and the Convertible Notes, respectively.
Previous report
Discontinued Operations, Net
Previous report
We had a loss from discontinued operations of $1,152,276, net of tax, for the year ended December 31, 2024, which reflects the results of the AxoBio business through the closing of the disposition of AxoBio on March 26, 2024. For the year ended December 31, 2024, we had income from discontinued operations, net of tax, of $760,165. There were no sales of AxoBio’s products from October 2023 through the closing date of the AxoBio Disposition (as define in Note 1 to the accompanying consolidated financial statements). The Company recognized a non-cash gain on the sale of AxoBio of $1,434,479 for the year ended December 31, 2024, due principally to the change in the fair value of the stock consideration between the acquisition of AxoBio in August 2023 and the subsequent disposition of AxoBio in March 2024. See Note 1 to the accompanying consolidated financial statements for additional details regarding the disposition of AxoBio.
Previous report
Net cash used in operating activities for the year ended December 31, 2024 decreased by $3,959,260 as compared to the same period of 2023. This decrease was primarily driven by the cost reductions related to our restructuring activities, as discussed above.
Previous report
Net cash provided by financing activities was $2,382,422 for the year ended December 31, 2024, as compared to $11,162,990 for the year ended December 31, 2023. During the year ended December 31, 2024, we closed the 2024 Private Placement (as defined in Note 13 to the accompanying consolidated financial statements), which provided net proceeds of $2,687,225. Financing activities in 2023 were driven by the proceeds of $30,951,174 from the Business Combination (as defined in Note 1 to the accompanying consolidated financial statements) and $1,859,980 in proceeds from the issuance of debt and warrants, partially offset by the cash transferred in connection with the FPA of $17,535,632. During the year ended December 31, 2023, we repaid $2,649,874 to the Holders of the Convertible Notes upon the closing of the Business Combination.
Reworded paragraphs (13)
Previous wording
We are focused on longevity and healthy aging, encompassing the latest scientific advances in regenerative bio-aesthetics. Our products are aimed to help people look and feel their best at any age. We currently have two cosmetic product lines, Carmell Secretome TM and Elevai Exosomes TM, that support skin and hair health. All of our cosmetic skincare and haircare products are tailored to meet the demanding technical requirements of professional care providers and discerning retail consumers. Our product pipeline also includes innovative regenerative bone and tissue healing products on which further research and development has been paused.
Current wording
We are a bio-aesthetics company focused on longevity and healthy aging. Our cosmetic skincare and haircare products support skin and hair health and are tailored to meet the demanding technical requirements of professional care providers and discerning retail consumers. Our product pipeline also includes innovative regenerative bone and tissue healing products on which further research and development has been paused. We sell our cosmetic products primarily in the United States through three channels, including business-to-business, direct-to-consumer and distributor sales channels.
Previous wording
Following the APA Closing Date, we will pay the following additional earnout consideration for the Purchased Assets, if and when payable: (a) for each year ending on the anniversary of the date of the APA Closing Date during the five-year period following the APA Closing Date, an amount, if any, equal to 5% of the Net Sales (calculated as the aggregate gross sales minus (i) trade discounts, credits or allowances offered to customers and (ii) credits or allowances additionally granted upon returns, rejections or recalls) generated during such year from the Seller’s existing products as of the APA Closing Date; and (b) a one-time payment of $500,000 if Buyer achieves $500,000 in net revenue from sales of the Seller’s existing haircare products as of the APA Closing Date on or before the 24-month anniversary of the APA Closing Date. The Elevai Exosomes TM product line had sales of approximately $2,500,000 for the year ended December 31, 2024.
Current wording
Upon the closing of the Elevai Acquisition (the “Elevai Closing”), the purchase consideration consisted of (i) 38,308 shares of Common Stock issued to the Seller (the “Closing Shares”) at the Elevai Closing, as well as 3,927 additional shares of Common Stock to be withheld by us for 12 months after the Elevai Closing to secure the indemnification obligations of the Seller and Parent under the Asset Purchase Agreement; (ii) Buyer’s assumption of the Assumed Liabilities; and (iii) $56,525 in cash to be paid within 60 days following the sale by the Buyer of all 7,500 units of the Enfinity product and 20,000 tubes of the Empower product included in the Purchased Assets as of the Elevai Closing. Following the Elevai Closing, the Buyer will pay the following additional earnout consideration for the Purchased Assets, if and when payable: (a) the Buyer will pay to the Seller, for each year ending on the anniversary of the Elevai Closing Date during the five-year period following the Elevai Closing, an amount, if any, equal to 5% of the Net Sales (as defined in the Asset Purchase Agreement) of the Buyer generated during such year from Seller’s existing products as of the Elevai Closing (the “Royalties”); and (b) the Buyer will pay to the Seller a one-time payment of $500,000 if the Buyer achieves $500,000 in net revenue from sales of the Seller’s existing hair and scalp products as of the Elevai Closing on or before the 24-month anniversary of the Elevai Closing Date. In January 2026, we issued the 3,927 additional shares of Common Stock that were withheld at the Elevai Closing.
Previous wording
Economic uncertainty in various global markets caused by political instability and conflicts, such as the Russia-Ukraine war, the regional conflict in the Middle East (including the Israel-Hamas war), geopolitical tensions between the United States and China, and proposed tariffs and other trade restrictions by the U.S. government and foreign governments 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 this Annual Report.
Current wording
Economic uncertainty in various global markets caused by political instability and conflicts, such as the Iran conflict, the Israel-Hamas war, the ongoing Russia-Ukraine war and the related sanctions imposed against Russia, geopolitical tensions between the United States and China, the imposition and threat 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 this Annual Report.
Previous wording
This discussion and analysis of our financial condition and results of operations is based on our audited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these audited consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements, as well as the reported revenue expenses and net loss incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Current wording
This discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, as well as the reported revenue, expenses and net loss incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
Previous wording
The audited consolidated financial statements included elsewhere herein for the year ended December 31, 2024, 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. As of December 31, 2024, we had negative net working capital of $4,921,151, a net loss from continuing operations of $10,650,464, and negative net cash flow from operations of $4,388,948. 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 date the financial statements are issued. The audited 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 date the financial statements are issued. The 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 year ended December 31, 2024, was $90,829 from sales of our first five cosmetic skincare products launched in 2024. We have developed an additional seven skincare products that we expect to launch in the first half of 2025. Discounts and allowances related to these sales totaled $40,511 for the year ended December 31, 2024. Our net sales, cost of sales, and gross profit for the year ended December 31, 2024, were $50,318, $6,357, and $43,961, respectively.
Current wording
Gross sales for the years ended December 31, 2025 and 2024 were $2,152,268 and $90,829, respectively. This increase was principally driven by sales of the products acquired in the Elevai Acquisition. Discounts and allowances related to these sales totaled $239,457 and $40,511 for the years ended December 31, 2025 and 2024, respectively. Our net revenue, cost of goods sold, and gross profit on these sales were $1,912,811, $818,051, and $1,094,760, respectively, for the year ended December 31, 2025 and $50,318, $6,357, and $43,961, respectively, for the year ended December 31, 2024.
Previous wording
Selling and marketing expenses totaled $189,323 for the year ended December 31, 2024, which were driven by our marketing efforts related to our first seven cosmetic skincare products launched in 2024.
Current wording
Selling and marketing expenses totaled $1,423,045 and $189,323 for the years ended December 31, 2025 and 2024, respectively. This increase was driven by our marketing efforts related to the products acquired in the Elevai Acquisition.
Previous wording
As of December 31, 2024, we had cash of $157,139 and negative working capital of $4,921,151. In addition, we had a net loss from continuing operations of $10,650,464 and negative cash flows from operations of $4,388,948 for the year ended December 31, 2024. Since our inception, we have financed operations principally through our issuances of equity securities and debt financing. In addition to the cost savings from the elimination of non-core areas or overlapping business functions in both the third quarter of 2023 and the first quarter of 2024 and the reduction of expenses resulting from the deposition of AxoBio in March 2024, we have refocused our efforts on cosmetic skincare and haircare products with near-term commercial potential, reprioritized further research and development, and ceased clinical studies of product candidates that would take more than a year to commercialize.
Current wording
As of December 31, 2025, we had cash of $706,740 and negative working capital of $5,966,168. In addition, we had a net loss of $6,905,282 and negative cash flows from operations of $3,329,266 for the year ended December 31, 2025. Since our inception, we have financed operations principally through our issuances of debt and equity securities. We significantly reduced operating expenses by the elimination of non-core business functions in 2024 and the reduction in expenses resulting from the AxoBio Disposition (as defined in Note 16 to the accompanying 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 on January 16, 2025. The acquired business had revenue of approximately $2,500,000 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 $1.9 million in 2025. 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 strategic acquisitions and raising additional capital.
Previous wording
As of December 31, 2024, we had outstanding debt totaling $241,158 related to the financing of premiums on our insurance programs. In the first quarter of 2024, the Board elected to repay all of the 2023 Promissory Notes (as defined in Note 9 to the accompanying consolidated financial statements) maturing in 2024 in shares of Common Stock in accordance with the terms of the 2023 Promissory Notes. During the year ended December 31, 2024, all of the 2023 Promissory Notes with an aggregate principal amount of $848,500 were repaid through the issuance of an aggregate of 328,707 shares of Common Stock (see Note 9 to the accompanying consolidated financial statements for additional information). In addition, the Holders (as defined in Note 9 to the accompanying consolidated financial statements) of the Convertible Notes have demanded additional payment of principal and interest on the Convertible Notes and certain payments with respect to the Convertible Note Warrants (as defined in Note 9 to the accompanying consolidated financial statements), as more fully described in Note 11 to the accompanying consolidated financial statements.
Current wording
As of December 31, 2025, we had outstanding debt totaling $189,939 related to the financing of premiums on our insurance programs (see Note 9 to the accompanying consolidated financial statements).
Previous wording
For the year ended December 31, 2024, we paid $748,796 of costs in connection with the disposition of AxoBio.
Current wording
During the year ended December 31, 2025, we paid $150,000 of costs related to the Elevai Acquisition and purchased $14,225 of property and equipment. In the year ended December 31, 2024, we paid $748,796 of costs in connection with the disposition of AxoBio.
Previous wording
On November 8, 2023, Puritan filed a complaint captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., No. 655566/2023 (New York Supreme Court, New York County) naming the Company as defendant. In the complaint, Puritan asserts that we breached our obligations under the Convertible Notes and the Convertible Note Warrants. Puritan also asserts we did not comply with our obligation to provide Puritan with 25,000 freely tradeable shares of Common Stock on a timely basis. Puritan asserts claims for declaratory judgment, breach of contract, conversion, foreclosure of its security interest, replevin, unjust enrichment, and indemnification, and seeks remedies including damages totaling $2,725,000 through November 1, 2023, additional fees and interest thereafter, costs and attorney’s fees, an order of foreclosure on its security interest, and other declaratory relief. The Company carried an accrual for interest payable of $1,175,845 as of December 31, 2024 and 2023, related to the Convertible Notes. In July 2024, the Court dismissed four of the eight claims in the complaint without prejudice. The case is currently in the discovery phase with respect to the remaining claims, which is expected to last through June 2025. We intend to defend ourselves vigorously against this litigation. However, there can be no assurance that this matter will be resolved in our favor, and an adverse outcome could have a material adverse effect on our financial condition.
Current wording
On November 8, 2023, Puritan filed a complaint captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., No. 655566/2023 (New York Supreme Court, New York County), naming the Company as a defendant. In the complaint, Puritan asserts that the Company breached its obligations under the Convertible Notes and the Convertible Note Warrants. Puritan also asserts that the Company did not comply with its obligations to provide Puritan with 833 freely tradable shares of Common Stock in a timely manner. Puritan asserts claims for declaratory judgment, breach of contract, conversion, foreclosure of its security interest, replevin, unjust enrichment, and indemnification, and seeks remedies, including damages totaling $2,725,000 through November 1, 2023, additional fees and interest thereafter, costs and attorney’s fees, an order of foreclosure on its security interest, and other declaratory relief. The Company carried an accrual for interest payable of $1,175,845 as of December 31, 2025 and 2024 related to the Convertible Notes. The Company moved to dismiss the complaint, and the court dismissed four of the eight claims in the complaint without prejudice in July 2024. The discovery phase of the case was completed in the fourth quarter of 2025, and in February 2026, both parties filed motions for summary judgment to the court. As of the date this Annual Report was filed, the court has not ruled on these motions. The Company intends to continue to defend itself vigorously against this litigation. However, there can be no assurance that this matter will be resolved in the Company’s favor, and an adverse outcome could have a material adverse effect on the Company’s financial condition.
Previous wording
In addition to financing obligations under our debt agreements, our contractual and commercial commitments include expenditures for operating leases and royalty payments. In accordance with the terms of the Yuva License, the Company is obligated to pay minimum royalties (as specified in the agreement) to Yuva based on the completion of a joint clinical trial and earned royalties based on net sales of Elevai products. Also, see Note 11 to the accompanying consolidated financial statements for information on our Amended License Agreement with CMU related to our bone and tissue healing products on which further research and development has been paused.
Current wording
In addition to financing obligations under our debt agreements, our contractual and commercial commitments include expenditures for operating leases and royalty payments. See Note 4 and Note 11 to the accompanying consolidated financial statements for information on the royalties related to the Asset Purchase Agreement and the Yuva License (as defined in Note 11 to the accompanying consolidated financial statements).
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The consolidated financial statements included elsewhere herein for the year ended December 31, 2025, 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. As of December 31, 2025, we had negative net working capital of $5,966,168 and a net loss from continuing operations of $6,905,282 and negative net cash flow from operations of $3,329,266 for the year ended December 31, 2025.