M&A - Carmell Corp

Form Type: 8-K

Filing Date: 2025-05-21

Corporate Action: Merger

Type: New

Accession Number: 000095017025075865

Filing Summary: On May 20, 2025, Longevity Health Holdings, Inc. received notification from the Nasdaq Hearings Panel that they granted the Company's request to continue its listing on Nasdaq, conditioned upon demonstrating compliance with initial listing requirements in connection with a proposed merger with 20/20 Biolabs, Inc. The decision by the Panel will be publicized by a press release issued on May 21, 2025. The merger is expected to be governed by an Agreement and Plan of Merger dated April 11, 2025, involving the Company, Longevity Health Biomarkers, Inc. (a wholly owned subsidiary), and 20/20 Biolabs. The document also discusses forward-looking statements concerning the merger, including risks, uncertainties, and regulatory approvals necessary to complete the transaction. Furthermore, it emphasizes the importance of reading formal filings with the SEC, including the Merger proxy statement and Form S-4, which will contain crucial details about the merger process and implications for stockholders.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Merger

Type: New

Accession Number: 000095017025072931

Filing Summary: On May 15, 2025, Longevity Health Holdings, Inc. announced its preliminary financial results for the first quarter of 2025 via a press release. The document outlines the proposed merger with 20/20 Biolabs, Inc., including details on the Agreement and Plan of Merger entered into on April 11, 2025. The Company cautions that the financial information is subject to revisions. Key points discussed involve the expected ownership structure, executive leadership post-merger, and anticipated synergies. The report highlights potential risks and uncertainties associated with the merger, such as required stockholder approvals, timing for closing, and maintaining NASDAQ listing. It emphasizes the importance of reviewing forthcoming documents related to the merger for investors and stockholders.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025072858

Filing Summary: Longevity Health Holdings, Inc. filed its quarterly report for the period ending March 31, 2025. The report indicates a reverse stock split effective as of May 12, 2025, at a ratio of 1:30, reducing the total shares from approximately 30.1 million to about 1 million. In addition, the company reported a net loss of $1,505,867 for the quarter, while recording gross sales of $534,943. Operating expenses totaled $1,776,574 for the same period. The financial statements reveal an increase in total current assets and liabilities, with cash standing at $770,047. Notably, the report discusses the Elevai Acquisition concluded on January 16, 2025, where the company acquired the assets and liabilities of PMGC Holdings, significantly impacting its product offerings and operational focus on longevity and healthy aging in the skincare sector. The acquisition was executed through a wholly-owned subsidiary, and the purchase consideration included shares of common stock.

Form Type: S-4

Filing Date: 2025-05-08

Corporate Action: Merger

Type: New

Accession Number: 000095017025066995

Filing Summary: Longevity Health Holdings, Inc. has filed a registration statement on Form S-4 regarding a proposed merger with 20/20 Biolabs, Inc., as per the Agreement and Plan of Merger dated April 11, 2025. The merger agreement stipulates that Longevity's subsidiary will merge with Biolabs, with Biolabs emerging as a wholly-owned subsidiary of Longevity. Under the merger terms, Biolabs' common stock will convert into Longevity's common stock based on a designated exchange ratio, along with contingent value rights (CVRs) that allow former Biolabs shareholders to receive additional shares under certain conditions. Longevity aims to obtain stockholder approvals for the merger, with specifics including the issuance of shares to Biolabs stockholders and appointing new directors to Longevity's board. Additionally, a reverse stock split is set to occur shortly before the merger's consummation, consolidating shares at a ratio of 1-for-30. The merger is positioned to create the Combined Company, enhancing strategic opportunities and market position for both firms. An online special meeting is scheduled for stockholders to vote on the merger and other related proposals, emphasizing the importance of stockholder participation. The document encourages stockholders to review the full proxy statement/prospectus for details and to consider the associated risks.

Form Type: 8-K

Filing Date: 2025-04-14

Corporate Action: Merger

Type: New

Accession Number: 000095017025053506

Filing Summary: On April 11, 2025, Longevity Health Holdings, Inc. entered into a Merger Agreement under which its wholly-owned subsidiary, Longevity Health Biomarkers, Inc., will merge with 20/20 Biolabs, Inc. Biolabs will become a wholly-owned subsidiary of Longevity Health Holdings. Shareholders of Biolabs will receive shares of Longevity's common stock based on an Exchange Ratio to be determined, along with contingent value rights under certain conditions. The merger is subject to regulatory approvals, shareholder votes, and satisfaction of specific conditions outlined in the agreement. A concurrent financing of at least $4 million is planned to support the merger. The company also entered into a Sales Agreement on April 14, 2025, allowing for the sale of up to $2 million in common stock under an 'at the market' offering. The document contains forward-looking statements and includes information on potential risks associated with the merger and subsequent integration.

Form Type: 8-K/A

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025047788

Filing Summary: On January 16, 2025, Longevity Health Holdings, Inc. completed the acquisition of substantially all assets and the assumption of certain liabilities of PMGC Holdings Inc. and its wholly owned subsidiary, Elevai Skincare, Inc., related to their skincare and haircare business. This Form 8-K/A serves as an amendment to the Original Form 8-K filed on the same date, adding necessary financial statements and pro forma financial information that were previously omitted. The amendment includes the unaudited interim financial statements of the skincare business as of September 30, 2024, the audited financial statements for the year ended December 31, 2023, and certain pro forma financial information for the same periods.

Form Type: 8-K

Filing Date: 2025-03-10

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025035950

Filing Summary: On March 5, 2025, Carmell Corporation filed a Certificate of Amendment to change its corporate name to 'Longevity Health Holdings, Inc.', effective March 5, 2025. This name change does not affect stockholder rights and the company's common stock will trade under the new symbols 'XAGE' and 'XAGEW' starting March 7, 2025. The company's Board of Directors amended its Bylaws to reflect this name change. Additionally, on March 4, 2025, Patrick Sturgeon was appointed as Vice Chairman of the Board. On March 10, 2025, a press release was issued announcing the name change, Sturgeon's appointment, preliminary results related to the acquisition of Elevai Skincare, the burn rate of Elevai Skincare post-acquisition, and projected revenue for 2025. Exhibit 99.1 includes the press release dated March 10, 2025.

Form Type: 8-K

Filing Date: 2025-01-16

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025006024

Filing Summary: On January 16, 2025, Carmell Corporation completed the acquisition of substantially all of the assets of PMGC Holdings Inc. and Elevai Skincare, Inc. through its wholly owned subsidiary, Cutis Cura Corporation. The purchase involved a total consideration of approximately $1.4 million, which included the issuance of 1,149,226 shares of Carmell's Common Stock and a cash payment of $56,525 based on the sale of certain products. The deal also includes additional earnout payments based on future sales from the acquired business over a five-year period, as specified in the Asset Purchase Agreement dated December 31, 2024. Furthermore, compliance details regarding unregistered sales of equity securities related to the transaction are outlined, noting exemptions under Section 4(a)(2) of the Securities Act. A press release announcing the acquisition's completion was also issued on the same day.

Form Type: 8-K

Filing Date: 2025-01-03

Corporate Action: Acquisition

Type: New

Accession Number: 000095017025001359

Filing Summary: Carmell Corporation entered into an Asset Purchase Agreement on December 31, 2024, with its wholly-owned subsidiary Cutis Cura Corporation and other related parties for the acquisition of substantially all assets of Elevai Skincare, Inc. and PMGC Holdings Inc. The deal includes a total consideration involving shares of Carmell Common Stock valued at approximately $1,075,463, with specific cash transactions tied to product sales performance. The agreement stipulates earnouts based on future sales and includes standard representations, warranties, and covenants. The completion of the acquisition is subject to customary closing conditions and must be finalized by January 17, 2025. A press release regarding the agreement was issued on January 2, 2025.