Longevity Health Holdings, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 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-Q
Period ended 2026-03-31; filed 2026-05-15.
0001193125-26-224428
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001437749-26-028043
Item 2. 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 53 previous paragraphs and 65 current paragraphs.
32 unchanged; 17 reworded; 12 added; 1 removed; 3 previous and 4 current paragraphs rearranged.
Tables are not compared: 2 previous and 3 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 (12)
Current report
Puritan Settlement
Current report
As detailed in Note 9 to the accompanying unaudited condensed consolidated financial statements, Puritan Partners LLC (“Puritan“) commenced an action captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., Index No. 655566/2023 (Supreme Court of the State of New York, County of New York) (the “Action”), against the Company and its subsidiary, Carmell Regen Med Corporation (f/k/a Carmell Therapeutics Corporation) (“Carmell Regen”), asserting claims for declaratory judgment, breach of contract, conversion, foreclosure, replevin, and indemnification arising out of the Convertible Note and warrant to purchase Company common stock issued to Puritan in January 2022.
Current report
On August 13, 2026 (the “Puritan Closing Date”), the Company, Carmell Regen, and Puritan entered into a Settlement Agreement (the “Settlement Agreement”) to resolve the Action and all related claims. Pursuant to the Settlement Agreement, the Company exchanged the Convertible Note issued to Puritan in 2022 for a new Senior Secured Convertible Note of the Company in the principal amount of $1,250,000 (the “Initial Note”). In addition, the Company issued Puritan a new Senior Secured Convertible Note in the principal amount of $1,100,000 (the “Additional Note” and, together with the Initial Note, the “Notes”) in exchange for cancellation of the warrant issued to Puritan in 2022. These Notes bear interest at 10% per annum, mature on February 13, 2028, and are convertible at a fixed conversion price of $0.50 per share, subject to an alternative conversion price (at Puritan's election) equal to 80% of the average closing trade price of the Company's common stock over the five trading days preceding conversion, if lower. The Company is required to offer to prepay the Notes with 25% of gross proceeds from certain future debt or equity issuances. The Notes are senior secured obligations, guaranteed by all subsidiaries of the Company, except Elevai Skincare, Inc., and are secured by a first-priority lien on the assets of these entities. The Company exchanged mutual general releases and agreed to file a registration statement covering resale of the shares issuable upon conversion of the Notes within 30 days of the Puritan Closing Date and file a stipulation dismissing the Action without prejudice within 3 business days of such date. See Note 13 to the accompanying unaudited condensed consolidated financial statements for further details.
Current report
Selling and marketing expenses totaled $191,438 and $345,505 for the three months ended June 30, 2026 and 2025, respectively. This decrease was primarily driven by cost efficiencies, including headcount reductions in the Elevai business line, which was acquired in the first quarter of 2025.
Current report
General and administrative expenses were $681,559 and $1,564,967 for the three months ended June 30, 2026 and 2025, respectively. This decrease was primarily driven by lower legal and other professional fees and compensation costs.
Current report
Sales/Gross Profit
Current report
Gross sales decreased by $201,564 to $869,357 for the six months ended June 30, 2026 as compared to six months ended June 30, 2025. This decrease was principally attributable to lower demand for the Company's products, primarily due to increased competition in the bio-aesthetics market. Discounts and allowances related to these sales totaled $81,602 and $56,956 for the six months ended June 30, 2026 and 2025, respectively. The increase was driven by a higher level of promotions to drive product sales and reduce the Company's exposure to expiring inventory. Our net revenue, cost of goods sold, and gross profit on these sales were $787,755, $315,194, and $472,561, respectively, for the six months ended June 30, 2026, and $1,013,965, $441,484, and $572,481, respectively, for the six months ended June 30, 2025.
Current report
Operating Expenses
Current report
Selling and marketing expenses totaled $462,075 and $626,054 for the six months ended June 30, 2026 and 2025, respectively. This decrease was primarily driven by cost efficiencies, including headcount reductions, in the Elevai business line, which was acquired in the first quarter of 2025.
Current report
Other Income (Expense), Net
Current report
Other expense, net, was $1,262,361 for the six months ended June 30, 2026, as compared to other expenses, net, of $26,950 for the corresponding period of 2025. During the 2026 period, we recorded an increase in the contingent liability for the Puritan Settlement of $1,174,155 and an inventory write-down of $235,601 related to expired raw materials and a reserve for excess inventory. This increase was partially offset by a $152,049 reduction in earnout liabilities for the six months ended June 30, 2026 as compared to a $29,630 increase in such liabilities for the six months ended June 30, 2025.
Current report
On August 13, 2026 (the “Puritan Closing Date”), the Company, Carmell Regen, and Puritan entered into a Settlement Agreement (the “Settlement Agreement”) to resolve the Action and all related claims. Pursuant to the Settlement Agreement, the Company exchanged the Convertible Note issued to Puritan for a new Senior Secured Convertible Note of the Company in the principal amount of $1,250,000 (the “Initial Note”). In exchange for cancellation of the Warrant, the Company issued Puritan a new Senior Secured Convertible Note in the principal amount of $1,100,000 (the “Additional Note” and, together with the Initial Note, the “Notes”). The Notes bear interest at 10% per annum, mature on February 13, 2028, and are convertible at a fixed conversion price of $0.50 per share, subject to an alternative conversion price (at Puritan's election) equal to 80% of the average closing trade price of the Company's common stock over the five trading days preceding conversion, if lower. The Company is required to offer to prepay the Notes with 25% of gross proceeds from certain future debt or equity issuances. The Notes are senior secured obligations, guaranteed by all subsidiaries of the Company, except Elevai Skincare, Inc., and are secured by a first-priority lien on the assets of these entities. The Company exchanged mutual general releases and agreed to file a registration statement covering resale of the shares issuable upon conversion of the Notes within 30 days of the Puritan Closing Date and file a stipulation dismissing the Action without prejudice within 3 business days of such date. See Note 13 to the accompanying unaudited condensed consolidated financial statements for further details.
Removed paragraphs (1)
Previous report
Selling and marketing expenses totaled $270,637 and $280,549 for the three months ended March 31, 2026 and 2025, respectively.
Reworded paragraphs (17)
Previous wording
On March 16, 2026 (the “Closing Date”), we closed a private placement (the “PIPE”), whereby we received gross proceeds of approximately $200,000 for the sale of 689,656 shares of our common stock, par value $0.0001 per share (“Common Stock”), at an offering price of $0.29 per share, to International Capital Partners LLC, a Florida limited liability company (“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 wording
On March 16, 2026 (the “Closing Date”), we closed a private placement (the “PIPE”), whereby we received gross proceeds of approximately $200,000 for the sale of 689,656 shares of our common stock, par value $0.0001 per share (“Common Stock”), at an offering price of $0.29 per share, to International Capital Partners LLC, a Florida limited liability company (“ICP”). We incurred approximately $10,000 in issuance costs related to the PIPE. 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.
Previous wording
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 a period of 12 months (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 a one-time, lump sum cash payment in satisfaction of his accrued and unpaid bonus
Current wording
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 (the “Separation Agreement”), pursuant to which Mr. Shukla would receive a monthly payment of $30,000 for a period of 12 months (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 a one-time, lump sum cash payment in satisfaction of his accrued and unpaid bonus in the amount of four hundred and eighty thousand dollars ($480,000) upon the closing of a capital raise of at least one million dollars ($1,000,000).
Previous 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 in Part I, Item 1A. “Risk Factors” in our 2025 Annual Report.
Current wording
Economic uncertainty in various global markets caused by political instability and conflicts, such as the conflicts in the Middle East, 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 in Part I, Item 1A. “Risk Factors” in our 2025 Annual Report.
Previous wording
The unaudited condensed consolidated financial statements included elsewhere herein for the three months ended March 31, 2026, 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 March 31, 2026, we had cash of $313,396 and negative net working capital of $7,086,339, and a net loss of $1,431,713 and negative net cash flow from operations of $485,291 for the three months ended March 31, 2026.
Current wording
The unaudited condensed consolidated financial statements included elsewhere herein for the six months ended June 30, 2026, 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 June 30, 2026, we had cash of $35,471 and negative net working capital of $8,881,397, and a net loss of $3,315,003 and negative net cash flow from operations of $709,172 for the six months ended June 30, 2026.
Previous wording
Gross sales for the three months ended March 31, 2026 and 2025 were $424,390 and $534,943, respectively. Discounts and allowances related to these sales totaled $32,626 and $24,590 for the three months ended March 31, 2026 and 2025, respectively. Our net revenue, cost of goods sold, and gross profit on these sales were $391,764, $154,739, and $237,025, respectively, for the three months ended March 31, 2026, and $510,353, $240,530, and $269,823, respectively, for the three months ended March 31, 2025.
Current wording
Gross sales decreased by $91,011 to $444,967 for the three months ended June 30, 2026 as compared to three months ended June 30, 2025. This decrease was principally attributable to lower demand for the Company's products, primarily due to increased competition in the bio-aesthetics market. Discounts and allowances related to these sales totaled $48,976 and $32,366 for the three months ended June 30, 2026 and 2025, respectively. The increase was driven by a higher level of promotions to drive product sales and reduce the Company's exposure to expiring inventory. Our net revenue, cost of goods sold, and gross profit on these sales were $395,991, $160,455, and $235,536, respectively, for the three months ended June 30, 2026, and $503,612, $200,954, and $302,658, respectively, for the three months ended June 30, 2025.
Previous wording
Research and development expenses decreased by $141,424 to $55,488 for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This decrease was driven by a reduction in internal resources dedicated to research and development activities.
Current wording
Research and development expenses decreased by $155,255 to $73,351 for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. This decrease was driven by a reduction in internal resources dedicated to research and development activities.
Previous wording
Other expense, net, was $103,221 for the three months ended March 31, 2026, as compared to other income, net, of $884 forthe corresponding period of 2025. During the 2026 period, we recorded an inventory write-down of $196,684 related to expired raw materials and a reserve for excess inventory, partially offset by a $96,053 reduction in earnout liabilities.
Current wording
Other expense, net, was $1,159,140 for the three months ended June 30, 2026, as compared to other expenses, net, of $27,834 for the corresponding period of 2025. During the 2026 period, we recorded an increase in the contingent liability for the Puritan Settlement of $1,174,155 and an inventory write-down of $38,917 related to expired raw materials and an increase in the reserve for excess inventory. This increase was partially offset by a $55,996 reduction in earnout liabilities for three months ended June 30, 2026 as compared to a $29,630 increase in such liabilities for the three months ended June 30, 2025.
Previous wording
General and administrative expenses were $1,224,354 and $1,275,161 for the three months ended March 31, 2026 and 2025, respectively. Lower legal and other professional fees were partially offset by a $360,000 accrual for severance related to the separation of our former Chairman and Chief Executive Officer.
Current wording
General and administrative expenses were $1,905,913 and $2,840,128 for the six months ended June 30, 2026 and 2025, respectively. This decrease was principally due to a lower level of legal and other professional fees and compensation costs, partially offset by a $360,000 accrual for severance related to the separation of our former Chairman and Chief Executive Officer.
Previous wording
As of March 31, 2026, we had cash of $313,396 and negative working capital of $7,086,369. In addition, we had a net loss of $1,431,713 and negative cash flows from operations of $485,291 for the three months ended March 31, 2026. Since our inception, we have financed operations principally through our issuances of debt and equity securities.
Current wording
As of June 30, 2026, we had cash of $35,471 and negative working capital of $8,881,397. In addition, we had a net loss of $3,315,003 and negative cash flows from operations of $709,172 for the six months ended June 30, 2026. Since our inception, we have financed operations principally through our issuances of debt and equity securities.
Previous wording
The cash available to us may not be sufficient to allow us to operate for the next 12 months due to our current and potential liabilities. We may need to raise additional capital through equity or debt issuances. If we are unable to raise additional capital, we may be required to take further measures to conserve liquidity, which could include, but are not limited to, curtailing operations and reducing overhead expenses. We cannot provide any assurance that any new financing will be available on commercially acceptable terms, if at all, or will
Current wording
The cash available to us may not be sufficient to allow us to operate for the next 12 months due to our current and potential liabilities. We will need to raise additional capital through equity or debt issuances. If we are unable to raise additional capital, we may be required to take further measures to conserve liquidity, which could include, but are not limited to, curtailing operations and reducing overhead expenses. We cannot provide any assurance that any new financing will be available on commercially acceptable terms, if at all, or will be completed on a timely basis. These conditions raise substantial doubt about our ability to continue as a going concern.
Previous wording
As of March 31, 2026, we had outstanding debt totaling $115,342 related to the financing of insurance premiums (see Note 8 to the accompanying unaudited condensed consolidated financial statements).
Current wording
As of June 30, 2026, we had outstanding debt totaling $61,298 related to the financing of insurance premiums and other short-term borrowing. In addition to our continuing insurance premium financing programs, we entered into a revolving credit facility in June 2026 offered and administered by Shopify, Inc .and originated and financed by WebBank, an FDIC-insured bank. Under the terms of the agreement, the Company received aggregate proceeds of $50,000 in June 2026, which is being repaid through a daily remittance of 25% of the Company's gross sales processed through the Shopify platform. See Note 8 to the accompanying unaudited condensed consolidated financial statements.
Previous wording
The following table summarizes our unaudited condensed consolidated cash flows for the three months ended March 31, 2026 and 2025:
Current wording
The following table summarizes our unaudited condensed consolidated cash flows for the six months ended June 30, 2026 and 2025:
Previous wording
Net cash used in operating activities for the three months ended March 31, 2026 totaled $485,291 as compared to $752,953 in the same period of 2025. This improvement was driven by a decrease in our net loss of $74,154 to $1,431,713 for the three months ended March 31, 2026, as compared to the comparable period of 2025.
Current wording
Net cash used in operating activities for the six months ended June 30, 2026 totaled $709,172 as compared to $1,589,143 in the same period of 2025. This improvement was driven by a decrease in our net operating loss of $1,312,713 for the six months ended June 30, 2026, relative to the comparable period of 2025, partially offset by an increase in accrued expenses and other liabilities of $393,050.
Previous wording
During the three months ended March 31, 2025, we paid $150,000 of costs related to the Elevai Acquisition (as defined in Note 4 to the accompanying unaudited condensed consolidated financial statements).
Current wording
During the six months ended June 30, 2025, we paid $150,000 of costs related to the Elevai Acquisition (as defined in Note 4 to the accompanying unaudited condensed consolidated financial statements) and $15,000 in offering costs related to the THPlasma merger agreement that was terminated in the fourth quarter of 2025.
Previous wording
Net cash provided by financing activities was $91,947 and $1,515,861 for the three months ended March 31, 2026 and 2025, respectively. During the three months ended March 31, 2026, we closed the PIPE for net proceeds of $190,001. In the comparable period of 2025, we closed a private placement for net proceeds of $1,637,610. Repayment of loans totaled $98,054 for the three months ended March 31, 2026 as compared to $121,749 in the comparable period of 2025.
Current wording
Net cash provided by financing activities was $37,903 and $3,148,203 for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, we closed the PIPE for net proceeds of $190,001 and borrowed $50,000 under a revolving credit facility as detailed in Note 8 to the accompanying unaudited condensed consolidated financial statements. In the comparable period of 2025, we closed a private placement and sold our common stock under an at-the-market facility for net proceeds of $3,397,476. Repayment of loans totaled $202,098 for the six months ended June 30, 2026 as compared to $249,273 in the comparable period of 2025.
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 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 March 31, 2026 and December 31, 2025 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 Quarterly 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.
Current wording
On November 8, 2023, Puritan filed a complaint captionedPuritan Partners LLC v. Carmell Regen Med Corporation et al., Index No. 655566/2023 (New York Supreme Court, New York County), as detailed in Note 9 to the accompanying unaudited condensed consolidated financial statements.
Previous 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 9 to the accompanying unaudited condensed consolidated financial statements for information on the royalties related to the Asset Purchase Agreement (as defined in Note 4 to the accompanying unaudited
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 9 to the accompanying unaudited condensed consolidated financial statements for information on the royalties related to the Asset Purchase Agreement (as defined in Note 4 to the accompanying unaudited condensed consolidated financial statements) and the Yuva License (as defined in Note 9 to the accompanying unaudited condensed consolidated financial statements).
Rearranged current paragraphs (4)
Current report — wording carried from elsewhere
Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Current report — wording carried from elsewhere
Comparison of Results of Operations for the Six Months Ended June 30, 2026 and 2025
Current report — wording carried from elsewhere
The following table sets forth our unaudited condensed consolidated results of operations for the six months ended June 30, 2026 and 2025:
Current report — wording carried from elsewhere
Research and development expenses decreased by $296,679 to $128,839 for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. This decrease was driven by a reduction in internal resources dedicated to research and development activities.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
-21- in the amount of four hundred and eighty thousand dollars ($480,000) upon the closing of a capital raise of at least one million dollars ($1,000,000).
Previous report — wording carried elsewhere
-23- be completed on a timely basis. These conditions raise substantial doubt about our ability to continue as a going concern.
Previous report — wording carried elsewhere
-24- condensed consolidated financial statements) and the Yuva License (as defined in Note 9 to the accompanying unaudited condensed consolidated financial statements).