XAGE 10-K & 10-Q changes, risk factors and insider trading

A description of the risks and uncertainties associated with our business and industry is set forth below. You should carefully consider the risks and uncertainties described below, together with all of the other information in this Annual Report, including our audited consolidated financial statements and notes thereto and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of this Annual ReportReport, before deciding whether to purchase shares of our Common Stock. This description reflects our beliefs and opinions as to factors that could materially and adversely affect us and our securities in the future. References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past or their likelihood of occurring in the future. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impact our business operations. If any of the following risks are realized, our business, financial condition, operating results, and prospects could be materially and adversely affected. In that event, the price of our Common Stock could decline, perhaps significantly. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations.

If we fail to protect or enforce our intellectual property or confidential proprietary information relating to cosmetic products or product candidates,products, we may not be able to compete effectively, which may negatively affect our business as well as limit our partnership or acquisition appeal.

We cannot be certain we will be able to obtain patent protection to protect our productproducts and technology.

The cosmetics industry is driven in part by skincare and haircare trends, which may shift quickly. Our continued success depends on our ability to anticipate, gauge, and react in a timely and cost-effective manner to changes in consumer preferences for skincare and haircare products, consumer attitudes toward our industry and brands, and where and how consumers shop for and use these products. With the launch of our first seven skincare products in 2024,2024 and our acquisition of the Elevai ExosomesTM products in January 2025, and the anticipated launch of our remaining five skincare products during the first half of 2025, we must continually establish and enhance the recognition of our brands, maintain a favorable mix of products that are acceptable to the market, continue to develop our approach as to how and where we market and sell our products and work to develop, produce and market new products. We have an established process for the development, evaluation, and validation of our new product concepts. Nonetheless, each new product launch involves risks, as well as the possibility of unexpected results. For example, the acceptance of new product launches and sales to our consumers may not be as high as we anticipate, due to a lack of acceptance of the products themselves or their price, or the limited effectiveness of our marketing strategies. In addition, our ability to launch new products may be limited by our ability to timely manufacture, distribute, and ship new products. In the future, we may also experience a decrease in sales of our existing products as a result of newly launched products. Any of these occurrences could delay or impede our ability to achieve our sales objectives, which could have a material adverse effect on our business, financial condition, and results of operations.

We maintain strict quality controls designed in accordance with GMP to ensure the safe procurement and processing of our tissue, including terminal sterilization of our products. These controls are intended to prevent the transmission of communicable disease.diseases. However, risks exist with any human tissue implantation. In addition, negative publicity concerning disease transmission from other companies’ improperly processed donated tissue could have a negative impact on the demand for our products and adversely affect our business, financial condition, and results of operations.

As of March 27, 2026, we have ten full-time employees. Losing key personnel or failing to recruit necessary additional personnel would impede our ability to attain our development objectives. There is intense competition for qualified personnel in the aesthetics and biomedical field, and we may not be able to attract and retain the qualified personnel we need to develop our business. We rely on independent organizations, advisors, and consultants to perform certain services for us, including handling substantially all aspects of regulatory compliance and conducting our clinical validation and testing, and we expect to rely on organizations and individuals for the marketing and sales of our products. We expect that this will continue to be the case. Such services may not always be available to us on a timely basis, which may limit or delay our ability to develop or commercialize our products.

Certain of our directors and scientific advisors serve as officers, directors, scientific advisors, or consultants of other healthcare and life science companies, or institutes that might be developing competitive products. None of our directors are obligated under any agreement or understanding with us to make any additional products or technologies available to us. Similarly, we can give no assurances, and we do not expect, and investors should not expect, that any biomedical or pharmaceutical product or technology identified by any of our directors or affiliates in the future would be made available to us other than corporate opportunities. We can give no assurances that any such other companies will not have interests that are in conflict with their interests.

We rely on third parties to supply certain raw materials and packaging components and to manufacture and package certain of our products, and,and if our third-party vendors do not timely supply these products or perform these services, it may delay or impair our ability to develop, manufacture, market, and deliver our products.

We purchase the raw materials and packaging components that are designed to our specifications for all our cosmetic products from various third parties. In addition, we rely on a third-party manufacturer to formulate and package certain of our products. We collaborate with these vendors to meet our stringent design and creative criteria. While we believe that we currently have adequate sources of supply and services for all our products, we and our vendors may, in the future, not be able to (i) perform under any definitive manufacturing, supply or service agreements or (ii) remain in business for a sufficient time to successfully produce and market our cosmetic products. If we do not maintain important vendor relationships, we may fail to find a replacement vendor, which could delay or impair our ability to commercialize, produce, and distribute our cosmetic products and substantially increase our costs or deplete profit margins, if any. If we do find replacement vendors, we may not be able to enter into agreements with vendors on favorable terms and conditions. [LB1] In addition, we do not have complete control over the ability of our third-party manufacturers to maintain adequate quality control, quality assurance and qualified personnel. Although we require our third-party manufacturers to supply us with components and products that meet our specifications and comply with applicable legal and regulatory requirements in our agreements, and we perform incoming inspection, testing or other acceptance activities to ensure the components and products meet our requirements, there is a risk that our manufacturers will not always act consistent with our best interests, and may not always supply components and products that meet our requirements or supply components and products in a timely manner. If any of our manufacturers fails to meet our expectations or to comply with applicable legal or regulatory requirements, we may need to find an alternative manufacturer, which could significantly impact our ability to develop and market our products. Any failure on the part of our manufacturers to comply with applicable regulations could result in sanctions being imposed on us, including fines, injunctions, civil penalties, delays, recalls, criminal prosecutions or damage to our reputation, any of which could significantly and adversely harm our business and results of operations.

We expect to devote substantial financial resources to our ongoing and planned activities, particularly in order to developcontinue developing and commercializecommercializing our cosmetic products going forward and to make significant investments to support our business growth.forward. We expect our expenses to increase substantially in connection with our ongoing activities, particularly as we launch our additional skincare products throughoutin 2025.2026. We also expect to incur significantadditional commercialization expenses related to product manufacturing, sales, marketing, and distribution. Accordingly, we will need to obtain substantial additional funding in connection with our continuing operations. To obtain such funding, we may need to engage in equity, equity-linked, or debt financings, including for possible use in acquisitions. If we raise additional funds through future issuances of equity, equity-linked, or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our Common Stock. Given current uncertainty in the capital markets and other factors, such funding may not be available on terms favorable to us or at all.

In addition, disputes may also arise between us and our investors or lenders. For example, the Holders (as defined in Note 911 to the accompanying consolidated financial statements) have alleged that, among other claims, we owe additional payment of principal and interest on the Convertible Notes (as defined in Note 911 to the accompanying consolidated financial statements) and that, under the terms of the Convertible Note Warrants (as defined in Note 911 to the accompanying consolidated financial statements), we are required 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. One of the Holders has filed suit seeking to recover such amounts allegedly owed. See Notes 9 andNote 11 to the accompanying consolidated financial statements for additional details. There can be no assurance that these or similar matters will not result in expensive arbitration, litigation, or other dispute resolution, including, but not limited to, the litigation filed by Puritan,Puritan (as defined in Note 11 to the accompanying consolidated financial statements), which may not be resolved in our favor and may adversely impact our financial condition.

From time to time, we may consider strategic transactions, such as acquisitions of companies, divestitures or sales of assets or business lines, business combinations, asset purchases, and out-licensing or in-licensing of products, product candidates, or technologies. Additional potential transactions that we may consider include a variety of different business arrangements, including strategic partnerships, joint ventures, restructurings, divestitures, business combinations, and investments. Any such transaction may require us to incur non-recurring or other charges, may increase our near- and long-term expenditures, and may pose significant integration challenges or disrupt our management or business, which could adversely affect our business, financial condition, and results of operations. TheseFurthermore, transactionsseparating a business or subsidiary may entailinvolve numerouschallenges related to disentangling operations, personnel, intellectual property, contractual arrangements, financial reporting systems and other infrastructure and may result in the loss of operational andor financialstrategic risks,benefits including:previously realized from the combined organization.

exposure to unknown liabilities; disruption of our business and diversion of our management’s time and attention in order to develop acquired products, product candidates, or technologies; incurrence of substantial debt or dilutive issuances of equity securities to pay for such transactions; higher-than-expected transaction and integration costs; write-downs of assets or goodwill or impairment charges; increased amortization expenses; difficulty and cost in combining the operations and personnel of any acquired businesses or product lines with our operations and personnel; impairment of relationships with key suppliers or customers of any acquired businesses or product lines due to changes in management and ownership; and inability to retain key employees of any acquired businesses.businesses;

In recent years, the U.S. market has experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain and volatile, as a result of current geopolitical conditions including the Iran conflict, the Israel-Hamas war, the ongoing Russia-Ukraine war and conflict geopolitical tensions between the United States and China, proposedthe imposition and threat of tariffs and other trade restrictions by the U.S. government and foreign governments, instability in the U.S. and global banking systems, high levels of inflation, high interest rates, the downgrading of the U.S.’s credit rating and the possibility of a recession. A decline in economic conditions, such as recession, economic downturn, and/or inflationary conditions in the U.S., could adversely and negatively impact our financial condition, results of operations, and cash flow.

The FDA was required under MoCRA to propose mandatory GMPs for cosmetics by December 29, 2024,2025, whicha wasdeadline subsequentlythat has been delayed untilmultiple October 2025,times, and the regulations are still forthcoming. In addition, as of July 1, 2024, parties that operate facilities engaged in the manufacturing or processing of cosmetic products for distribution in the United States are required to register such facilities andwith the FDA every two years, submit product listing information to the FDA byand theprovide sameannual deadline.updates to such information. While we have met the registration requirements and expect to meet the registration and GMP requirements, we are unable to ascertain at this time the full impact that complying with any new MoCRA requirements will have on our business. Compliance with the new requirements may further increase the cost of manufacturing certain of our products and could have a material adverse effect on our business, financial condition, and results of operations.

Business interruptions could adversely affect future operations and financial conditions,conditions and may increase our costs and expenses.

Our operations, and those of our directors, employees, advisors, contractors, consultants, and collaborators, could be adversely affected by earthquakes, floods, hurricanes, typhoons, other extreme weather conditions, fires, water shortages, power failures, business systems failures, medical epidemics or pandemics, such as the COVID-19 pandemic, and other natural and man-made disaster or business interruptions, many of which are beyond our and such third parties’ control. Our phones, electronic devices, and computer systems, and those of our directors, employees, advisors, contractors, consultants, and collaborators, are vulnerable to damages,damage, theft and accidental loss, negligence, unauthorized access, terrorism, war, electronic and telecommunications failures, and other natural and man-made disasters. These locations may be subject to additional security and other risk factors due to the limited control of our employees. If such an event as described above were to occur in the future, it may cause interruptions in our operations, delay research and development programs, clinical validation, regulatory compliance activities, manufacturing and quality assurance activities, sales and marketing activities, hiring, training of employees and persons within associated third parties, and other business activities.

Likewise, we rely and will continue to rely on third parties to conduct clinical trials, and similar events as those described in the prior paragraph relating to their business systems, equipment, and facilities could also have a material adverse effect on our business. To the extent that any disruption or security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liabilityliability, and the further development, commercialization, marketing, and sales of our products could be delayed or altogether terminated.

The intellectual property environment in our industry is particularly complex, constantly evolving, and highly fragmented. Other companies and institutions have issued patents and have filed or will file patent applications that may issue into patents that cover or attempt to cover products, processes, or technologies similar to ours. We have not conducted freedom-to-use patent searches on all aspects of our cosmetic products, and may be unaware of relevant patents and patent applications of third parties. In addition, the freedom-to-use patent searches that have been conducted may not have identified all relevant issued patents or pending patent applications. We cannot provide assurance that our cosmetic products or proposed products will not ultimately be held to infringe one or more valid claims owned by third parties, which may exist or come to exist in the future, or thatthat, in such casecase, we will be able to obtain a license from such parties on acceptable terms.

Our research, development, and commercialization activities may infringe or otherwise violate or be alleged to infringe or otherwise violate patents owned or controlled by other parties. Competitors in the field of aesthetics and cosmetics have developed large portfolios of patents and patent applications in fields relating to our business. Additionally, there may also be patent applications that have been filed but not published that, when issued as patents, could be asserted against us. These third parties could bring claims against us that would cause us to incur substantial expenses and, if successful against us, could cause us to pay substantial damages and/or we could be forced to stop or delay research, development, manufacturing, or sales of the product that is the subject of the suit. Further, if a patent infringement suit were brought against us, during the pendency of the litigation, we could be forced to stop or delay research, development, manufacturing, or sales of the product that is the subject of the suit. If our products, methods, processes, and other technologies are found to infringe the rights of other parties, we could be required to pay damages,damages or may be required to cease using the technology or to license rights from the prevailing party. Any prevailing party may be unwilling to offer us a license on commercially acceptable terms.

We cannot be certain that all patents applied for will be issued or that our existing patents can be maintained. If a third party has also filed a patent application relating to an invention claimed by us or one or more of our licensors, we may be required to participate in an interference or derivation proceeding declared or instituted by the U.S. Patent and Trademark Office, which could result in substantial uncertainties and costcosts for us, even if the eventual outcome is favorable to us. The degree of future patent protection for our cosmetic products and technology is uncertain. For example:

Defending against such allegations and litigation could be costly, affect our results of operations, divert the attention of managerial and scientific personnel, and have an adverse impact on our ability to bring products to market. Some of these third parties may be better capitalized and have more resources than us. In that eventevent, we are to infringe or violate a third party’s intellectual property rights, we may need to halt commercialization of the relevant cosmetic product(s), obtain a license, which may not be available to us on commercially reasonable terms, and redesign or rebrand our marketing strategy or cosmetic products, which may not be possible or may be costly. In addition, there is a risk that a court will order us to pay the other party damages for having violated or infringed upon the other party’s intellectual property rights.

Our success depends in part on our ability to protect our intellectual property rights. We rely on a combination of trademarks, trade secrets, confidential proprietary information, domains, licensed patent rights, and other intellectual property rights to protect our intellectual property. We may be subject to competition despite the existence of intellectual property we license or own. We can give no assurancesassurance that our intellectual property will be sufficient to prevent third parties from designing around the patents we own or license and developing and commercializing competitive products. The existence of competitive products that avoid our intellectual property could materially adversely affect our operating results and financial condition. Furthermore, limitations, or perceived limitations, in our intellectual property may limit the interest of third parties to partner, collaborate, or otherwise transact with us,us if third parties perceive a higher than acceptable risk to the commercialization of our products or future products.

Changes to patent law, for exampleexample, the Leahy-Smith America Invests Act, AIA or Leahy-Smith Act, of 2011 and the Patent Reform Act of 2009 and other future articlearticles of legislation in the U.S., may substantially change the regulations and procedures surrounding patent applications, issuance of patents, prosecution of patents, challenges to patent validity, and patent enforcement. We can give no assurances that our patents and those of our licensor(s) can be defended or will protect us against future intellectual property challenges, particularly as they pertain to changes in patent law and future patent law interpretations.

We are presently dependent largely upon the experience, abilities, and continued services of our senior management, including our Chief Executive Officer, RajivJanakiram Shukla.Ajjarapu. The loss of services of Mr. ShuklaAjjarapu could have a material adverse effect on our business, financial condition, or results of operation. Other key executives are important to our ongoing capability to develop, commercialize, and, if necessary, obtain regulatory approval for our cosmetic products. The competition for executive talent may make it difficult to replace any of these key positions in a timely manner. We do not maintain “key employee” insurance policies on any of our executive officers that would compensate us for the loss of their services. The time and cost required to replace a key employee may have a material adverse effect on our results of operations and financial condition.

The accompanying financial statements have been prepared on the basis that the Company will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2024,2025, we had negative net working capital of $4,921,151,$5,966,168 and a net loss from continuing operations of $10,650,464,$6,905,282, and negative net cash flow from operations of $4,388,948.$3,329,266 for the year ended December 31, 2025. We have historically relied on raising capital to fund our operations. Based on our working capital balance as of December 31, 20242025 and projected cash needs for the next twelve months, our management estimates that we will need to raise additional capital to cover operating and capital requirements. Management will need to raise the additional funds through issuing additional shares of Common Stock or other equity securities or obtaining debt financing. There can be no assurance that any required future financing can be successfully completed on a timely basis or on terms acceptable to us. Based on these circumstances, management has determined there is substantial doubt about our ability to continue as a going concern.

From time to time, we may become involved in various legal proceedings relating to matters incidental to the ordinary course of our business, including intellectual property, commercial, product liability, employment, class action, whistleblower, shareholderstockholder derivative suits, and other litigation and claims, and governmental and other regulatory investigations and proceedings. The Holders of the Convertible Notes have alleged that we owe additional principal and interest thereon and are required to repurchase the Convertible Note Warrants. Puritan has filed suit seeking to recover such amounts allegedly owed. Our management believes that our obligations under the Convertible Notes have been satisfied and that no additional payments are due to the Holders, and we have conveyed our position to the Holders. Nevertheless, we cannot assure you that we will prevail. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses or liability, or require us to change our business practices. Because of the potential risks, expenses, and uncertainties of litigation, we may, from time to time, settle disputes, even where we believe that we have meritorious claims or defenses. Because litigation is inherently unpredictable, we cannot assure you that the results of any of these actions will not have a material adverse effect on our business.

Our overall performance depends, in part, on worldwide economic conditions. The U.S. and global markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain and volatile, as a result of current geopolitical conditions including the Iran conflict, the Israel-Hamas war, the ongoing Russia-Ukraine war and geopolitical tensions between China and the U.S., proposedthe imposition and threat of tariffs and other trade restrictions by the U.S. government and foreign governments, instability in the U.S. and global banking systems, high levels of inflation, high interest rates, the downgrading of the U.S.’s credit rating and the possibility of a recession. Impacts of such economic weakness include:

Our internal computer systems, and those of our business vendors on which we may rely, are vulnerable to damage from computer viruses, unauthorized access, natural disasters, fire, terrorism, war, and telecommunication and electrical failures. We exercise little or no control over these third parties, which increases our vulnerability to problems with their systems. If such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our development programs. Any interruption or breach in our systems could adversely affect our business operations or result in the loss of critical or sensitive confidential information or intellectual property,property and could result in financial, legal, business and reputational harm to us or allow third parties to gain material, inside information that they use to trade in our securities. To the extent that any disruption or security breach results in a loss of or damage to our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability, the further development of our cosmetic products could be delayed, and our business could be otherwise adversely affected.

As of March 27, 2025,2026, we have fifteenten full-time employees. We will need to grow the size of our organization in order to support our continued development and commercialization of our cosmetic products. As our development and commercialization plans and strategies continue to develop, our need for additional managerial, operational, manufacturing, sales, marketing, financial, and other resources will increase. Our management, personnel, and systems currently in place will not be adequate to support this future growth. Future growth would impose significant added responsibilities on members of management, including:

Pursuant to the warrant agreement entered into upon closing of the IPO, we agreed to file a registration statement with the SEC to register the issuance of the shares of Common Stock upon exercise of the warrants issued in the IPO. We prepared and filed such registration statement on August 7, 2023. The registration statement was not declared effective by the 60th business day following the closing of the Business Combination. On October 15, 2025, we submitted a request to the SEC to withdrawal the registration statement because we had decided not to pursue the offering due to business decisions. As a result, until sucha subsequent registration statement is filed with, and declared effective byby, the SEC, such warrants may be exercised by the holders thereof on a cashless basis.

We havemay incurredincur substantial costs in connection with the filing of theany registration statement. We will be required to amend thesuch registration statement to include certain financial statements of AxoBio and to update certain financial and other information since the date of the original filing of the registration statement. We may incur substantial costs in connection with such amendment and completion of the SEC review process. In addition, for as long as the warrants remain exercisable on a cashless basis until the effectiveness of the registration statement, we would not be able to receive any cash proceeds from the exercise thereof, preventing such potential proceeds from improving our liquidity position. Any shares issuable upon exercise of the warrants, for cash or on a cashless basis, would also increase the number of shares outstanding and available for sale, which could result in downward pressure on the price of our Common Stock.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying consolidated financial statements and the related notes contained in Part II, Item 8 of this Annual Report. Certain information in this discussion and analysisanalysis, or as set forth elsewhere in this Annual ReportReport, contains forward-looking statements that involve numerous risks and uncertainties, including, but not limited to, those described under the section entitled “Forward-Looking Statements” in Part I, Item 1. “Business” in this Annual Report and under Part I, Item 1A. “Risk Factors” in this Annual Report. We assume no obligation to update any of these forward-looking statements. Actual results may differ materially from those contained in any forward-looking statements.

We are a bio-aesthetics company focused on longevity and healthy aging, encompassing the latest scientific advances in regenerative bio-aesthetics.aging. Our products are aimed to help people look and feel their best at any age. We currently have two cosmetic product lines, Carmell SecretomeTM and Elevai ExosomesTM, that support skin and hair health. All of our cosmetic skincare and haircare products support skin and hair health and are tailored to meet the demanding technical requirements of professional care providers and discerning retail consumers. Our product pipeline also includes innovative regenerative bone and tissue healing products on which further research and development has been paused. We sell our cosmetic products primarily in the United States through three channels, including business-to-business, direct-to-consumer and distributor sales channels.

Upon the closing of the Elevai Acquisition (the “Elevai Closing”), the purchase consideration consisted of (i) 38,308 shares of Common Stock issued to the Seller (the “Closing Shares”) at the Elevai Closing, as well as 3,927 additional shares of Common Stock to be withheld by us for 12 months after the Elevai Closing to secure the indemnification obligations of the Seller and Parent under the Asset Purchase Agreement; (ii) Buyer’s assumption of the Assumed Liabilities; and (iii) $56,525 in cash to be paid within 60 days following the sale by the Buyer of all 7,500 units of the Enfinity product and 20,000 tubes of the Empower product included in the Purchased Assets as of the Elevai Closing. Following the APAElevai ClosingClosing, Date,the weBuyer will pay the following additional earnout consideration for the Purchased Assets, if and when payable: (a) the Buyer will pay to the Seller, for each year ending on the anniversary of the date of the APAElevai Closing Date during the five-year period following the APAElevai Closing Date,Closing, an amount, if any, equal to 5% of the Net Sales (calculatedas asdefined in the aggregateAsset grossPurchase sales minus (iAgreement) tradeof discounts,the credits or allowances offered to customers and (ii) credits or allowances additionally granted upon returns, rejections or recalls)Buyer generated during such year from the Seller’s existing products as of the APAElevai Closing Date(the “Royalties”); and (b) the Buyer will pay to the Seller a one-time payment of $500,000 if the Buyer achieves $500,000 in net revenue from sales of the Seller’s existing haircarehair and scalp products as of the APAElevai Closing Date on or before the 24-month anniversary of the APAElevai Closing Date. TheIn January 2026, we issued the 3,927 additional shares of Common Stock that were withheld at the Elevai ExosomesTM product line had sales of approximately $2,500,000 for the year ended December 31, 2024.Closing.

Economic uncertainty in various global markets caused by political instability and conflicts, such as the Russia-UkraineIran conflict, the Israel-Hamas war, the regionalongoing conflictRussia-Ukraine inwar and the Middlerelated Eastsanctions (includingimposed theagainst Israel-Hamas war),Russia, geopolitical tensions between the United States and China, the imposition and proposedthreat 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,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 shortshort- and long term.long-term. The extent and duration of these market disruptions are impossible to predict. Any such disruptions may also magnify the impact of other risks described or incorporated by reference in Part I, Item 1A. "“Risk Factors"” in this Annual Report.

This discussion and analysis of our financial condition and results of operations is based on our audited consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of these audited consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the audited consolidated financial statements, as well as the reported revenuerevenue, expenses and net loss incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The audited consolidated financial statements included elsewhere herein for the year ended December 31, 2024,2025, were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. As of December 31, 2024,2025, we had negative net working capital of $4,921,151,$5,966,168 and a net loss from continuing operations of $10,650,464,$6,905,282 and negative net cash flow from operations of $4,388,948.$3,329,266 Wefor have incurred substantial recurring losses from continuing operations, have used, rather than provided, cash from our continuing operations, and are dependent on additional financing to fund future operations. These conditions raise substantial doubt about our ability to continue as a going concern within onethe year afterended theDecember date31, the financial statements are issued. The audited consolidated financial statements included elsewhere herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.2025.

Gross Sales/Gross Profit

Selling and marketing expenses totaled $1,423,045 and $189,323 for the yearyears ended December 31, 2025 and 2024, whichrespectively. wereThis increase was driven by our marketing efforts related to our first seven cosmetic skincarethe products launchedacquired in 2024.the Elevai Acquisition.

Research and development expenses decreased by $1,442,908$265,422 to $1,054,310$788,888 for the year ended December 31, 2024,2025 as compared to the fiscal year 2023.ended December 31, 2024. This decrease was partiallyprincipally driven by our strategic realignment that refocused our efforts on cosmetic skincare products with near-term commercial potential, reprioritized further research and development, and ceased clinical studies of product candidates that would take more than a year to commercialize. This decrease was also partially due to the termination of employees in non-core or overlapping business areas inat the third quarterend of 2023 and the first quarter of 20242024, andpartially offset by increased costs related to the terminationbusiness ofacquired ain leasethe forElevai redundant facility space.Acquisition.

General and administrative expenses were $3,715,340$5,911,725 and $2,622,945$3,715,340 for the years ended December 31, 20242025 and 2023,2024, respectively. This increase was primarily driven by ana increasehigher inlevel insuranceof costslegal and salariesother professional fees and benefitsservices for personnel. In addition, we beganrelated to realizemerger savingsand fromlitigation the cost reductions discussed above which partially offset the increase in expenses.matters.

Other Expenses,Income (Expenses), Net

As of December 31, 2024,2025, we had cash of $157,139$706,740 and negative working capital of $4,921,151.$5,966,168. In addition, we had a net loss from continuing operations of $10,650,464$6,905,282 and negative cash flows from operations of $4,388,948$3,329,266 for the year ended December 31, 2024.2025. Since our inception, we have financed operations principally through our issuances of equity securitiesdebt and debtequity financing.securities. InWe additionsignificantly toreduced theoperating costexpenses savings fromby the elimination of non-core areas or overlapping business functions in both the third quarter of 2023 and the first quarter of 2024 and the reduction ofin expenses resulting from the depositionAxoBio ofDisposition AxoBio(as defined in MarchNote 2024, we have refocused our efforts on cosmetic skincare and haircare products with near-term commercial potential, reprioritized further research and development, and ceased clinical studies of product candidates that would take more than a year16 to commercialize.the accompanying consolidated financial statements).

Late in the second quarter of 2024, we began the launch of our cosmetic skincare products based on the Carmell Secretome™. In addition, we completed the Elevai Acquisition onin January 16, 2025. The business acquired businessin the Elevai Acquisition had revenue of approximately$1.9 $2,500,000million in 2024.2025. Management anticipates that revenue from the continued commercialization of its cosmetic products and the anticipated cost savings from the restructuring activities detailed above will assist us in extending our cash runway. In addition, we are exploring strategic acquisitions and raising additional capital and the out-licensing of certain research and development programs to enhance our liquidity.capital.

The accompanying consolidated financial statements have been prepared in conformity with GAAP, which contemplates the continuation of the Company as a going concern, the realization of assets, and the satisfaction of liabilities in the normal course of business. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty,uncertainty or that may be necessary should we be unable to continue as a going concern.

ForDuring the year ended December 31, 2025, we paid $150,000 of costs related to the Elevai Acquisition and purchased $14,225 of property and equipment. In the year ended December 31, 2024, we paid $748,796 of costs in connection with the disposition of AxoBio.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q (this "“Quarterly Report"”), and our audited consolidated financial statements and the notes thereto, Part I – Item 1A. “Risk Factors” and Part II – Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). Unless the context requires otherwise, references in this Quarterly Report to “Longevity,” the “Company,” “we,” “us,” or “our,our” are intended to refer to Longevity Health Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries.

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.

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, 2026,2026 (the “Separation Agreement”), pursuant to which Mr. Shukla willwould 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).

Economic uncertainty in various global markets caused by political instability and conflicts, such as the Iranconflicts conflict,in the Israel-HamasMiddle war,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.

The unaudited condensed consolidated financial statements included elsewhere herein for the threesix months ended MarchJune 31,30, 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 MarchJune 31,30, 2026, we had cash of $313,396$35,471 and negative net working capital of $7,086,339,$8,881,397, and a net loss of $1,431,713$3,315,003 and negative net cash flow from operations of $485,291$709,172 for the threesix months ended MarchJune 31,30, 2026.

Management’s plans that may alleviate substantial doubt about our ability to continue as a going concern include the acquisition of cash flow generatingflow-generating assets or businesses and raising additional debt or equity financing. Although the Company has been successful in raising capital in the past and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.

Comparison of Results of Operations for the threeThree monthsMonths endedEnded MarchJune 31,30, 2026 and 2025

The following table sets forth our unaudited condensed consolidated results of operations for the three months ended MarchJune 31,30, 2026 and 2025:

Gross sales decreased by $91,011 to $444,967 for the three months ended MarchJune 31,30, 2026 andas 2025compared wereto $424,390three andmonths $534,943,ended respectively.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 $32,626$48,976 and $24,590$32,366 for the three months ended MarchJune 31,30, 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 $391,764,$395,991, $154,739,$160,455, and $237,025,$235,536, respectively, for the three months ended MarchJune 31,30, 2026, and $510,353,$503,612, $240,530,$200,954, and $269,823,$302,658, respectively, for the three months ended MarchJune 31,30, 2025.

Selling and marketing expenses totaled $270,637$191,438 and $280,549$345,505 for the three months ended MarchJune 31,30, 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.

Research and development expenses decreased by $141,424$155,255 to $55,488$73,351 for the three months ended MarchJune 31,30, 2026, as compared to the three months ended MarchJune 31,30, 2025. This decrease was driven by a reduction in internal resources dedicated to research and development activities.

General and administrative expenses were $1,224,354$681,559 and $1,275,161$1,564,967 for the three months ended MarchJune 31,30, 2026 and 2025, respectively. LowerThis decrease was primarily driven by 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 Chiefcompensation Executive Officer.costs.

Other expense, net, was $103,221$1,159,140 for the three months ended MarchJune 31,30, 2026, as compared to other income,expenses, net, of $884$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 $196,684$38,917 related to expired raw materials and aan increase in the reserve for excess inventory,inventory. This increase was partially offset by a $96,053$55,996 reduction in earnout liabilities.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.

As of MarchJune 31,30, 2026, we had cash of $313,396$35,471 and negative working capital of $7,086,369.$8,881,397. In addition, we had a net loss of $1,431,713$3,315,003 and negative cash flows from operations of $485,291$709,172 for the threesix months ended MarchJune 31,30, 2026. Since our inception, we have financed operations principally through our issuances of debt and equity securities.

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 maywill 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.

The following table summarizes our unaudited condensed consolidated cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025:

Net cash used in operating activities for the threesix months ended MarchJune 31,30, 2026 totaled $485,291$709,172 as compared to $752,953$1,589,143 in the same period of 2025. This improvement was driven by a decrease in our net operating loss of $74,154 to $1,431,713$1,312,713 for the threesix months ended MarchJune 31,30, 2026, as comparedrelative to the comparable period of 2025.2025, partially offset by an increase in accrued expenses and other liabilities of $393,050.

During the threesix months ended MarchJune 31,30, 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.

Net cash provided by financing activities was $91,947$37,903 and $1,515,861$3,148,203 for the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. During the threesix months ended MarchJune 31,30, 2026, we closed the PIPE for net proceeds of $190,001.$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 $1,637,610.$3,397,476. Repayment of loans totaled $98,054$202,098 for the threesix months ended MarchJune 31,30, 2026 as compared to $121,749$249,273 in the comparable period of 2025.