Longevity Health Holdings, Inc.

NOTE1 – NATURE OF THE ORGANIZATION AND BUSINESS

Unless the context requires otherwise, references to the “Company” are intended to refer to Longevity Health Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries. The Company is a bio-aesthetics company focused on longevity and healthy aging. The Company’s 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. The Company primarily sells its products in the United States throughthree channels: business-to-business, direct-to-consumer, and distributor sales. The Company’s operations are based in Pittsburgh, Pennsylvania. The Company operates as asingle segment, with all of its operations located in the United States.

Risks and Uncertainties

Economic uncertainty in global markets, driven by geopolitical tensions, including ongoing conflicts in Europe and the Middle East, trade disputes, economic sanctions, and tariffs, has contributed to volatility in commodity prices, supply chain disruptions, inflationary pressures, and fluctuating interest rates. These conditions could materially and adversely affect the Company's business, financial condition, and results of operations if they persist or worsen.

NOTE2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form10-Q and Article8 of Regulation S-X. Accordingly, they donot include all of the information and footnotes required by GAAP for complete financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Annual Report on Form10-K for the fiscal year ended* December 31, 2025*. The accompanying unaudited condensed consolidated financial statements include all adjustments that are of a normal recurring nature and necessary for the fair presentation of the results for the interim periods presented. Results for interim periods arenot necessarily indicative of results to be expected for the full year.

Emerging Growth Company Status

The Company is an “emerging growth company,” as defined in Section2(a) of the Securities Act of1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of2012 (the “JOBS Act”), and it* maytake advantage of certain exemptions from various reporting requirements that are applicable to other public companies that arenot* emerging growth companies including, butnot limited to,not being required to comply with the auditor attestation requirements of Section404 of the Sarbanes-Oxley Act of2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute paymentsnot previously approved.

Further, Section102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that havenot had a Securities Act registration statement declared effective or donot have a class of securities registered under the Securities Exchange Act of1934, as amended (the “Exchange Act”)) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such election to opt out is irrevocable. The Company has electednot to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This* may*make comparison of the Company’s financial statements with another public company, which is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used.

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Reclassifications

Certain prior period amounts in the unaudited condensed consolidated financial statements have been reclassified to conform to the current period presentation. Specifically, $1,175,845 previously included in accrued interest has been reclassified into contingent liabilities to better reflect the nature of the balance. This reclassification hadno effect on previously recorded total liabilities.

Use of Estimates

The preparation of unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. If the underlying estimates and assumptions upon which the unaudited condensed consolidated financial statements are based change in the future, actual amounts* may*differ from those included in the accompanying unaudited condensed consolidated financial statements.

Acquisitions

The Elevai Acquisition (as defined in Note4) is accounted for as an asset purchase as it didnot meet the screening test under GAAP to be considered a business in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)805, Business Combinations (“ASC805”). As such, the Purchased Assets and the Assumed Liabilities (each as defined in Note4) are recognized at fair value, with the excess of the fair value of the purchase consideration allocated to the non-financial assets acquired.

The allocation of the purchase consideration requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed. These estimates are based on information obtained from management of the acquired companies and historical experience. Such estimates can include, but arenot limited to, the cash flows that an asset is expected to generate in the future and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase consideration for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that the Company has made.

Segment Reporting

ASC TopicNo. 280, Segment Reporting (“ASC280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC280 also establishes standards for related disclosures about products and services, geographic areas, and major customers. The Company’s business segments are based on the organizational structure used by the Company's chief executive officer, who is its chief operating decision maker for making operating and investment decisions and for assessing performance. The Company’s chief executive officer views the Company’s operations and manages its business inone operating segment, which is principally the business of developing and commercializing bio-aesthetic products.

Cash and Cash Equivalents

Cash includes cash on hand and demand deposit accounts, and cash equivalents include highly liquid instruments with maturities ofthree months or less. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits, which potentially subjects the Company to concentrations of credit risk. As of* June 30, 2026*, the Company hadno cash balances in excess of such limits. As of* June 30, 2026* and* December 31, 2025*, the Company had cash equivalents of $25,023 and $25,689, respectively.

Accounts Receivable

Accounts receivable are recorded at the original invoice amount. Receivables are considered past due based on the contractual payment terms. The Company reserves a percentage of its trade receivable balance based on collection history and current economic trends that it expects will impact the level of credit losses over the life of the Company’s receivables. These reserves are re-evaluated on a regular basis and adjusted as needed. Once a receivable is deemed to be uncollectible, it is charged against the reserve. The Company had a reserve for uncollectible receivables of $7,224 as of* June 30, 2026* andno such reserves as of* December 31, 2025*.

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Inventory

The Company’s inventory consists of raw materials, work-in-process, and finished goods and is stated at the lower of cost or net realizable value. Cost is calculated by applying the average cost method. The Company regularly reviews inventory on hand and writes down any inventory that it believes to be impaired to its net realizable value. Management considers forecast demand in relation to the inventory on hand, the competitiveness of product offerings, market conditions, and product life cycles when determining excess and obsolescence and net realizable value adjustments. For thethree andsix months ended* June 30, 2026*, the Company recorded inventory write‑downs of $4,576 and $111,898, respectively, related to the expiration of raw materials. In addition, for thethree andsix months ended* June 30, 2026*, the Company recorded an increase of $34,341 and $123,703, respectively, in the reserve for excess inventory based on its inventory aging, demand forecasts, and product expiration profiles. Such reserve totaled $123,703 as of* June 30, 2026*. As of* December 31, 2025*, management concluded thatno such reserve was necessary.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair charges are expensed as incurred. Fixed assets are depreciated using the straight-line method, utilizing the following estimated useful lives:

Intangible Assets

Finite-lived intangible assets are related to patent costs directly associated with the submission of Company patent applications. These intangible assets are carried at cost and amortized based on an estimated economic benefit period of16 years. The Company evaluates finite-lived intangible assets for impairment by assessing the recoverability of these assets whenever adverse events or changes in circumstances or business climate indicate that expected undiscounted future cash flows related to such intangible assets* may**not* be sufficient to support the net book value of such assets. An impairment charge is recognized in the period of identification to the extent the carrying amount of an asset exceeds the fair value of such asset. Significant judgments required in assessing the impairment of intangible assets include the assumption that the Company only has a single reporting unit, identifying whether events or changes in circumstances require an impairment assessment, estimating future cash flows, determining appropriate discount and growth rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and whether an impairment exists and, if so, the amount of that impairment.No asset impairment was recognized during thesix months ended* June 30, 2026and2025*.

Leases

The Company accounts for leases in accordance with ASC842, Leases(“ASC842”). The Company determines if an arrangement contains a lease at inception as defined by ASC842. To meet the definition of a lease under ASC842, the contractual arrangement must convey to the Company the right to control the use of an identifiable asset for a period of time in exchange for consideration. Right of Use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term.

Warrant and Option Valuation

The Company computes the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life, and the expected term used for options issued to employees and directors is the estimated period that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” grants for stock options. The Company utilizes an expected volatility figure based on a review of the historical volatilities of the Company’s Common Stock and similarly positioned public companies within its industry over a period equivalent to the expected life of the instrument. The risk-free interest rate was determined from the implied yields from U.S. Treasuryzero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. The Company’s stock price was derived from409A valuations prior to* July 14, 2023*and market price for all options and warrants granted thereafter.

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Revenue Recognition

The Company accounts for revenue in accordance with ASC606, Revenue from Contracts with Customers (“ASC606”), using the modified retrospective adoption method. Under ASC606, revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the followingfive-step model:

The Company primarily sells its cosmetic products to customers within the United States. Revenues from product sales are recognized when the customer obtains control of the product, which occurs at a point in time, typically upon shipment, at a standard transaction price for the specific product sold.

The Company has elected to apply the significant financing practical expedient, as allowed under ASC606. As a result, the Company doesnot adjust the promised amount of consideration in a customer contract for the effects of a significant financing component when the period of time between when the Company transfers a promised good or service to a customer and when the customer pays for the good or service will beone year or less. The Company has standard payment terms that generally require payment within30 days. The Company hadno material contract assets, contract liabilities, or deferred contract costs as of* June 30, 2026* and* December 31, 2025*. The Company expenses the costs to obtain a contract as incurred when the amortization period is less thanone year.

Cost of Sales

Cost of sales is comprised of all costs to manufacture and package the Company's products,third-party logistics and distribution costs. Cost of sales also includes the Royalties (as defined in Note4) on the net sales of Elevai products existing as of the closing of the Elevai Acquisition and the royalties related to the Yuva License, as detailed in Note9.

Selling and Marketing Expenses

Selling and marketing expenses are recognized as incurred and consist primarily of advertising costs, commissions and distribution and marketing costs. Sales and marketing expenses totaled $191,438 and $345,505 for thethree months ended* June 30, 2026and2025*, respectively, and $462,075 and $626,054 for thesix months ended* June 30, 2026and2025*, respectively.

Research and Development Expenses

Research and development expenses are expensed as incurred and consist principally of personnel costs, laboratory facility expenses, laboratory supplies and consumables, andthird-party testing services.

Income Taxes

The Company accounts for income taxes in accordance with ASC740, Income Taxes (“ASC740”). Under ASC740, deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely thannot to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There wereno unrecognized tax benefits andno amounts accrued for interest and penalties as of* June 30, 2026* and* December 31, 2025*. The Company is currentlynot aware of any issues under review that could result in significant payments, accruals, or material deviation from its position.

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Stock-Based Compensation

The Company applies the provisions of ASC718, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all stock-based awards in the unaudited condensed consolidated statements of operations. For stock options issued, the Company estimates each option’s grant-date fair value using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the Common Stock consistent with the expected life of the option, risk-free interest rates, and expected dividend yields of the Common Stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, generally the vesting term. Forfeitures are recorded as incurred instead of estimated at the time of grant and revised.

Net Loss Per Share

The Company computes net loss per share in accordance with ASC260, *Earnings per Share.*The Company computes basic loss per share by dividing the loss attributable to holders of Common Stock for the period by the weighted average number of shares of Common Stock outstanding during the period. The Company’s options and warrants could potentially be exercised or converted into Common Stock and then share in the earnings of the Company. However, these instruments were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented.

Potentially dilutive securities, which arenot included in diluted weighted average shares outstanding for the periods ended* June 30, 2026* and2025, consist of the following (in common stock equivalents):

Fair Value Measurements and Fair Value of Financial Instruments

The Company categorizes its assets and liabilities that are valued at fair value on a recurring basis into athree-level fair value hierarchy in accordance with GAAP as detailed below. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level1) and lowest priority to unobservable inputs (Level3).

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, consideration payable, and related party loans payable approximates fair value because of the short-term maturity of such instruments. Under the fair value hierarchy, cash and cash equivalents are classified as Level1. Other financial assets and liabilities are categorized based on a hierarchy of inputs as follows:

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Changes in the fair value of Level3 financial assets and liabilities for thesix months ended* June 30, 2026and2025* are as follows:

In connection with the Elevai Acquisition, the Seller (as defined in Note4) is entitled to a $56,525 cash earnout to be paid within60 days following the sale of certain inventory as described in Note4. In addition, the Buyer (as defined in Note4) will pay the Seller aone-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 closing of the Elevai Acquisition, as described in Note4.

The fair value of the earnout liability associated with the sale of inventory was estimated using the following assumptions:

The fair value of the earnout liability associated with the hair and scalp products was estimated using the following assumptions:

Concentration of Risk

The Company hasone key supplier that accounts for a significant portion of the costs incurred in purchasing and producing inventory. During the year ended* December 31, 2025*, this supplier represented approximately 40% of the cost of new inventory produced. The loss of this supplier could result in a significant but temporary disruption in production and adversely affect near-term financial results. For thesix months ended* June 30, 2026*, there wasno such concentration.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic815, “Derivatives and Hedging” (“ASC815”). For derivative financial instruments accounted for as liabilities, the derivative instrument is initially recorded at its fair value on the grant date and is then revalued at each reporting date, with changes in fair value reported in the unaudited condensed consolidated statement of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the unaudited condensed consolidated balance sheet as current or non-current based on whether net-cash settlement or conversion of the instrument could be required within12 months of the balance sheet date.

Warrant Instruments

The Company accounts for warrants issued in accordance with the guidance contained in ASC815. Under ASC815-40, the warrants meet the criteria for equity treatment and, as such, will be recorded in stockholders’ equity. If the warrantsno longer meet the criteria for equity treatment, they will be recorded as a liability and remeasured each period, with changes recorded in the unaudited condensed consolidated statement of operations.

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Related Parties

Related parties, which* may*be an entity or individual, are considered to be related if either the Company or the other party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operational decisions. Companies are also considered to be related if they are subject to common control or significant influence.

Recently Adopted Accounting Pronouncements

The Company adopted Accounting Standards Update (“ASU”)2023‑09, Income Taxes (Topic740*): Improvements to Income Tax Disclosures*, on* January 1, 2025,using the retrospective transition method. Adoption didnot* have a material impact on the Company’s unaudited condensed consolidated financial position, results of operations, or cash flows, but resulted in enhanced disclosures related to the rate reconciliation and income taxes paid.

In* November 2024,the FASB issued ASU2024‑03,* Income Statement - Reporting Comprehensive Income (Topic220*): Disaggregation Disclosures (Subtopic220**‑40): Disaggregation of Income Statement Expenses, as clarified by ASU2025‑01* in* January 2025,which requires public business entities to provide additional tabular disclosures that disaggregate specified natural expense categories (such as purchases of inventory, employee compensation, depreciation and intangible asset amortization) within relevant expense captions and to disclose total selling expenses and the Company’s definition of selling expenses. The guidance, which is effective for the Company for annual periods beginning after December 15, 2026,and interim periods within annual periods beginning after December 15, 2027,with retrospective application to all periods presented and early adoption permitted, isnot* expected to have a material impact on the Company’s unaudited condensed consolidated financial statements but will result in expanded disclosures in the notes to the unaudited condensed consolidated financial statements. The Company is currently evaluating the impact of this standard, including which income statement expense captions will be considered relevant and the disaggregation approach it will apply.

NOTE3 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS

The unaudited condensed consolidated financial statements were prepared under the assumption that the Company would continue its operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. The Company had cash and cash equivalents of $35,471 and negative net working capital of $8,881,397 as of* June 30, 2026*, and a net loss of $3,315,003 and negative net cash flow from operations of $709,172 for thesix months ended* June 30, 2026*.

Due to its current and potential liabilities, the cash available to the Company* may**not* be sufficient to allow the Company to operate for at least12 months from the date these unaudited condensed consolidated financial statements are available for issuance. The Company* mayneed to raise additional capital through equity or debt issuances. If the Company is unable to raise additional capital, it maybe required to take additional measures to conserve liquidity, which could include, butnot* necessarily be limited to, curtailing operations and reducing payroll expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited condensed consolidated financial statements donot include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Management’s plans that* mayalleviate substantial doubt about the Company’s ability to continue as a going concern include (i) raising additional debt or equity financing and (ii) the acquisition of cash flow-generating assets or businesses. Although the Company has been successful in raising funds in the past, and expects to do so in the future, there areno* guarantees that it will be able to raise funds as anticipated.

NOTE4 – ASSET ACQUISITION

On* January 16, 2025 (the “Elevai Closing Date”), the Company completed, through its 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 the 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 the 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”) (the “Elevai Acquisition”).

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The purchase consideration for the Elevai Acquisition consisted of (i)38,308 shares of Common Stock issued by the Company to the Seller (the “Closing Shares”) at the closing of the Elevai Acquisition (the “Elevai Closing”), and 3,927 additional shares of Common Stock to be withheld by the Company for12 months after the Elevai Closing to secure the indemnification obligations of the Seller and the Parent under the Asset Purchase Agreement and (ii) the Buyer’s assumption of the Assumed Liabilities. In addition, the Buyer will pay to the Seller, for each year ending on the anniversary of the Elevai Closing Date during thefive-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 the Seller’s existing products as of the Elevai Closing (the “Royalties”). The Seller is also entitled to $56,525 in cash to be paid within60 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 and the Buyer will pay the Seller, if and when payable, aone-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 the24-month anniversary of the Elevai Closing Date (collectively, the “Elevai Earnout”).

The consideration in the Elevai Acquisition (the “Elevai Consideration”) as of the Elevai Closing consisted of the following:

The Elevai Acquisition is accounted for as an asset purchase as it didnot meet the screening test under GAAP to be considered a business pursuant to ASC805. As such, the Purchased Assets and the Assumed Liabilities are recognized at fair value, with the excess of the fair value of the purchase consideration allocated to the non-financial assets acquired. For purposes of estimating the fair value of the assets acquired and liabilities assumed, where applicable, the Company has applied the guidance in ASC820, Fair Value Measurements and Disclosures (“ASC820”), which establishes a framework for measuring fair value. In accordance with ASC820, fair value is an exit price and is defined as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.”

In accordance with ASC815-40, as the Elevai Earnout wasnot indexed to the Common Stock, it was accounted for as a liability at the Elevai Closing and is subsequently remeasured at each reporting date with changes in fair value recorded in the unaudited condensed consolidated statements of operations.

The total purchase consideration transferred in the Elevai Acquisition has been allocated to the Purchased Assets and Assumed Liabilities based on their fair values. The allocation of the purchase consideration as of the Elevai Closing was as follows:

The Company estimated the fair value of the acquired inventories based on the selling price less costs to sell and recorded a fair value step-up of approximately $410,145 at the Elevai Closing Date. The fair value step-up is recognized in cost of sales as the related products are sold.

The Company determined that the Elevai Acquisition was deemed significant to the Company in accordance with Rule3-05 of Regulation S-X. As required by ASC805, the following unaudited pro forma consolidated statements of operations for thesix months ended* June 30, 2026and2025* give effect to the Elevai Acquisition as if it had been completed on* January 1, 2025.The unaudited pro forma financial information below is presented for illustrative purposes only and isnot* necessarily indicative of what the operating results actually would have been during the periods presented had the Elevai Acquisition been completed during the periods presented. In addition, the unaudited pro forma financial information doesnot purport to project future operating results. The pro forma consolidated statements of operations donot fully reflect: (i) any anticipated synergies (or costs to achieve synergies) or (ii) the impact of non-recurring items directly related to the Elevai Acquisition.

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NOTE5 – INVENTORY

Inventory consists of the following:

NOTE6 – PROPERTY AND EQUIPMENT

Property and equipment included in continuing operations consist of the following:

Depreciation expense included in continuing operations was $12,202 and $21,047 for thethree months ended* June 30, 2026and2025*, respectively, and $26,104 and $43,862 for thesix months ended* June 30, 2026and2025*, respectively.

NOTE7 – ACCRUED EXPENSES AND OTHER LIABILITIES

Accrued expenses and other liabilities consist of the following amounts:

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NOTE8 – DEBT

Insurance Premium Financing

In* March 2026,the Company entered into agreements with athird* party to finance $23,457 in premiums ontwo insurance policies. These financing agreements have total monthly payments of $2,064, accrue interest at a rate of 10.99% and mature in thefirst quarter of2027. As of* June 30, 2026*, there was $16,096 of principal outstanding under these financing agreements.

In* July 2025,the Company entered into an agreement with athird* party to finance a $364,692 premium on an insurance policy. This financing agreement has a monthly payment of $31,736, accrues interest at a rate of 8.74%, and matures in* June 2026.As of June 30, 2026* and* December 31, 2025*, there was $0 and $185,656, respectively, of principal outstanding under this financing agreement.

In* April 2025,the Company entered into an agreement with athird* party to finance a $24,787 premium on an insurance policy. This financing agreement had a monthly payment amount of $2,170, accrued interest at a rate of 10.99% and matured in* February 2026.As of June 30, 2026* and* December 31, 2025*, there was $0 and $4,283, respectively, of principal outstanding under this financing agreement.

In* July 2024,the Company entered into an agreement with athird* party to finance a $423,687 premium on an insurance policy. This financing agreement had a monthly payment of $40,467, accrued interest at a rate of 9.99%, and matured in* June 2025.As of June 30, 2026* and* December 31, 2025*, there was $0 of principal outstanding under this financing agreement.

Interest expense on these financing agreements totaled $1,889 and $2,561 for thethree months ended* June 30, 2026and2025*, respectively, and $5,339 and $7,554 for thesix months ended* June 30, 2026and2025*, respectively.

Short-Term Debt

In* June 2026,the Company entered into a revolving credit facility 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. In lieu of a stated interest rate, the Company is charged a monthly fee, which mayvary by each withdrawal, based on the average daily outstanding balance. As of June 30, 2026*, the weighted average fee on the outstanding borrowings was 1.54%. Each withdrawal, together with accrued fees, is due in fullno later than18 months from its withdrawal date. As amounts are repaid, borrowing capacity is restored, and additional withdrawals* may*be requested.

As of* June 30, 2026*, the outstanding balance under the facility was $45,202, which is expected to be fully repaid within approximatelysix months. The fees, which are recognized as a component of interest expense, totaled $264 for thethree andsix months ended* June 30, 2026*.

NOTE9 – COMMITMENTS AND CONTINGENCIES

Elevai Royalties

In conjunction with the Elevai Acquisition, the Company will pay the Seller the Royalties (as defined in Note4) for each year ending on the anniversary of the Elevai Closing Date during thefive-year period following the Elevai Closing. The Royalties earned with respect to each fiscal year are payable withinfive business days of the filing of the Company’s Annual Report on Form10-K for that fiscal year. The Company recognized expense related to the Royalties of $17,590 and $24,451 for thethree months ended* June 30, 2026and2025*, respectively, and $37,091 and $49,576 for thesix months ended* June 30, 2026and2025*. As of* June 30, 2026* and* December 31, 2025*, accrued Royalties totaled $132,028 and $94,937, respectively, which are included as a component of accrued expenses in the accompanying unaudited condensed consolidated balance sheets.

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Yuva License Agreement

The Company’s haircare product acquired in the Elevai Acquisition utilizes proprietary compounds licensed from Yuva BioSciences, Inc. (“Yuva”) pursuant to the Collaboration and License Agreement, dated* November 28, 2023 (the “Yuva License”), by and between Yuva and the Buyer (as assignee of the Parent). This license provides the Buyer with a non-exclusive, non-transferable, non-assignable, royalty-bearing right to certain of Yuva’s intellectual property, with the right to sublicense, to develop, manufacture, and commercialize skincare products in the United States, Canada, and other mutually agreed-to territories that contain Yuva’s proprietary compound and the Buyer’s exosome-based ingredients or skincare products and Elevai Exosomes TM, which serve as a carrier for Yuva’s proprietary compound. In accordance with the terms of the Yuva License, the Buyer is obligated to pay earned royalties based on net sales of Elevai haircare products, with a minimum royalty of $50,000 due for the years ending December 31, 2026* and2025. Royalty expense related to the Yuva License was $12,500 and $25,000 for thethree months ended* June 30, 2026and2025*, respectively, and $25,000 for each of thesix months ended* June 30, 2026and2025*, respectively. Accrued royalties related to the Yuva License as of* June 30, 2026* and* December 31, 2025* totaled $75,000 and $50,000, respectively, which are included as a component of accrued expenses in the accompanying unaudited condensed consolidated balance sheets.

Bonus Awards

During2025, the Board awarded performance-based bonuses to certain executives totaling*$668,050.* The payment of these bonuses is contingent upon the Company achieving specific liquidity and capital raising milestones, which management has determined are probable of achievement. Accordingly, the full amount of the awarded bonuses has been included as a component of accrued expenses in the accompanying unaudited condensed consolidated balance sheets as of* June 30, 2026* and* December 31, 2025*.

Convertible Notes/Contingent Liability

On* January 19, 2022,the Company issuedtwo* senior secured convertible notes (the “Convertible Notes”) of $1,111,111 each totwo investors (the “Holders”), due on* January 19, 2023.*The Convertible Notes bore interest at 10% (18% upon default). The Convertible Notes were collateralized by certain of the assets (including current and future intellectual property) of the Company. In addition, each of the Holders received warrants to subscribe for and purchase up to 5,180 shares of Common Stock (the “Convertible Note Warrants”). Each Convertible Note Warrant is exercisable at a price of $4.80 per warrant share, vested immediately, and has a term offive years.

On* July 19, 2022,*the Company defaulted on the Convertible Notes. Under the terms of the Convertible Notes, upon an event of default, there would be a 25% increase to the outstanding principal, in addition to the interest rate increasing from 10% to 18%.

On* November 2, 2022,the Company received a letter (“Notice of Acceleration”) fromone* of the Holders, notifying it of an event of default under the Convertible Notes. The Company entered into an agreement with such Holder, Puritan Partners LLC (“Puritan”), in connection with the Notice of Acceleration on* December 19, 2022.Based on the representations, warranties and agreements and in consideration of the Company’s agreement to pay Puritan (i) the outstanding principal amount, plus accrued interest, late fees and all other amounts then owed as specified in the Convertible Notes and (ii)833 freely tradable shares of Common Stock (not subject to lock-up or any other restrictions on transfer) at a price of $300.00 per share, Puritan withdrew and rescinded the Notice of Acceleration, and such Notice of Acceleration was deemed null and void and hadno* further force or effect.

Subsequent to the closing of the Company’s business combination with Carmell Therapeutics Corporation in* July 2023 (the “Business Combination”), the Company repaid $2,649,874 to the Holders, which represented the original principal amount of the Convertible Notes plus accrued interest at a rate of 25%, which the Company believed was the maximum rate permissible under New York State usury laws. In addition, the Company issued Puritan 833 freely tradable shares of Common Stock. In thefourth* quarter of2023, both Holders provided notice to the Company demanding additional payment of principal and interest on the Convertible Notes in an approximate amount of $600,000 per Holder at the closing of the Business Combination with additional interest thereon. In the case of Puritan, following the Business Combination, Puritan alleged that the Business Combination constituted a “Fundamental Transaction” under the terms of the Convertible Note Warrants, resulting in a purported right for Puritan to require the Company to repurchase such Convertible Note Warrants at a purchase price equal to the Black-Scholes Value of the unexercised portion of such Convertible Note Warrants as of the closing of the Business Combination. Puritan calculated the cash amount of such repurchase to be $1,914,123. In* October 2023,*the other Holder demanded to be provided with its share of the Convertible Note Warrants.No further demands have been received from this holder.

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On* November 8, 2023,Puritan filed a complaint captionedPuritan Partners LLC v. Carmell Regen Med Corporation et al*., IndexNo. 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 didnot 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 a contingent liability of $1,175,845 as of December 31, 2025*related to the Convertible Notes.

On* August 13, 2026,the Company entered into a settlement agreement with Puritan, whereby the case will be dismissed without prejudice, and the Company issued new convertible notes in the aggregate amount of $2,350,000 in exchange for the convertible note and warrant issued to Puritan in January 2022.Accordingly, the Company recognized an additional contingent liability of $1,174,155 as of June 30, 2026,which was recorded as a loss in the accompanying unaudited condensed consolidated statements of operations. See Note13* for a detailed description of the settlement and related transactions.

NOTE10 – PROFIT-SHARING PLAN

The Company has a401(k) profit-sharing plan covering substantially all employees. The Company’s discretionary profit-sharing contributions are determined annually by the Board. No discretionary profit-sharing contributions were made to the401(k) profit-sharing plan during thethree andsix months ended* June 30, 2026and2025*.

NOTE11 – STOCKHOLDERS’** EQUITY (DEFICIT)**

Common and Preferred Stock

As of* June 30, 2026* and* December 31, 2025*, the Company was authorized to issue 250,000,000 shares of Common Stock and had shares issued and outstanding of 2,475,321 and 1,781,738, respectively. The Company is also authorized to issue 20,000,000 shares of preferred stock, of which 4,243 shares are designated as Series A convertible preferred stock, par value $0.0001. No shares of preferred stock were issued and outstanding as of* June 30, 2026* and* December 31, 2025*.

In* January 2026,the Company issued 3,927 shares of Common Stock withheld by the Company for12* months after the Elevai Closing to secure the indemnification obligations of the Seller and the Parent under the Asset Purchase Agreement. These shares had a fair value of $67,742. As of* December 31, 2025*, the withheld shares are disclosed as consideration payable on the consolidated balance sheet.

In* March 2026,*the Company sold 689,656 shares of Common Stock at a price of $0.29 per share for net proceeds of $190,001 to International Capital Partners LLC, a Florida limited liability company (“ICP”). In connection with this sale, Janakiram Ajjarapu was appointed by the Company’s Board of Directors (the “Board”) as Chairman of the Board and the Company’s Chief Executive Officer as of the closing date. 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.

2023 Long-Term Incentive Plan

In* July 2023,the stockholders of the Company approved the2023* Long-Term Incentive Plan (the*“2023* Plan”), which replaced the Amended and Restated2009 Stock Incentive Plan (the*“2009* Plan”). No new awards are being made under the2009 Plan. Under the2023 Plan, the Board* maygrant awards of stock options, stock appreciation rights, restricted stock, restricted stock units, or other stock-based awards to employees and other recipients as determined by the Board. The exercise price per share for an option granted to employees owning stock representing more than 10% of the Company at the time of the grant cannot be less than 110% of the fair market value. Incentive and non-qualified stock options granted to all persons shall be granted at a priceno* less than 100% of the fair market value, and any price determined by the Board. Options expireno more thanten years after the date of the grant. Incentive stock options to employees owning more than 10% of the Company expireno more than five years after the date of grant. The vesting of stock options is determined by the Board. Generally, the options vest over afour-year period at a rate of 25%one year following the date of grant, with the remaining shares vesting equally on a monthly basis over the subsequentthirty-six months.

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The initial maximum number of shares of Common Stock that* maybe issued under the2023* Plan through incentive stock options was 34,880, which automatically increases on* January 1of each year for a period commencing on January 1, 2024,and ending on and including January 1, 2032,by an amount equal to the lesser of 50,000 shares,4% of the outstanding shares of Common Stock determined on a fully diluted basis as of the immediately preceding year-end, or such smaller number of shares as determined by the Board or the compensation committee of the Board. In addition, the following shares will be added (or added back) to the shares available for issuance under the2023* Plan:

Shares of Common Stock issued through the assumption or substitution of awards in connection with a future acquisition of another entity willnot reduce the shares available for issuance under the2023 Plan.

Warrants Outstanding

A summary of warrant activity during thesix months ended* June 30, 2026* is as follows:

Options Outstanding

A summary of option activity during thesix months ended* June 30, 2026* is as follows:

The Company recorded stock-based compensation expense for options of $78,759 and $194,323 for thethree months ended* June 30, 2026and2025*, respectively, and $224,686 and $309,152 for thesix months ended* June 30, 2026and2025*, respectively. As of* June 30, 2026*, there was approximately $303,092 of total unrecognized compensation expense related to unvested stock options, which will be recognized over the weighted average remaining vesting period of 1.24 years.

NOTE12 – INCOME TAXES

The Company didnot record any income tax provision or benefit for thethree andsix months ended* June 30, 2026and2025*. The Company provides for a valuation allowance when it is more likely thannot that it willnot realize a portion of its deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, the Company hasnot reflected any benefit of such deferred tax assets in the accompanying unaudited condensed consolidated financial statements.

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NOTE13 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date through the date these unaudited condensed consolidated financial statements were available to be issued.

Puritan Settlement

As detailed in Note9, Puritan Partners LLC (“Puritan”) commenced an action captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., IndexNo. 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”) in* January 2022.*

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 in2022* 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 Convertible Note Warrant issued to Puritan in2022, 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 thefive 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 afirst*-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 within30 days of the Puritan Closing Date and file a stipulation dismissing the Action without prejudice within3 business days of such date. In addition, the Company and the Named Subsidiaries delivered an affidavit of confession of judgment in Puritan’s favor for the aggregate outstanding principal amount of the Notes plus specified default interest, late fees, and enforcement costs, which Puritan* mayfile and reduce to judgment without prior notice or a hearing upon an uncured Event of Default. The Notes are also subject to mandatory prepayment upon a change of control, a qualified offering, or a sale of all or substantially all of the Company’s assets, and, upon an uncured Event of Default, to a redemption premium of 115% of outstanding principal and an increase in the interest rate to 15% per annum. The Company has also agreed to reserve authorized but unissued shares of common stock sufficient to cover at leastfour* times the maximum number of shares issuable upon conversion of the Notes.

The Company is evaluating the accounting impact of the Settlement Agreement, including whether the exchange of the Existing Note and cancellation of the Warrant should be accounted for as a debt extinguishment or modification under ASC470, Debt, and the resulting effect, if any, on the Company’s previously recorded accrued interest payable and legal contingency related to the Action. The Company expects to reflect the effects of the Settlement Agreement in its financial statements for the period in which the Puritan settlement was executed.

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