Longevity Health Holdings, Inc. (XAGE): M&A transaction — Carmell closes acquisition of Elevai Skincare; issues ~1.15M shares, $2.5M revenue portfolio

Longevity Health Holdings, Inc.

Purchase consideration: ~1.1M shares of Carmell common at $0.8488/sh, plus 117,814 holdback shares for 12-month indemnification.
Earnout: 5% of annual net sales from existing products for 5 years; $500k milestone if hair/scalp products reach $500k revenue within 24 months.
Acquired assets include product portfolio with FY2024 revenue ~$2.5M, inventory ~$1.0M, and accounts receivable ~$0.03M.
Post-closing Carmell common shares outstanding ~30.1M; Chairman expects synergies, expanded portfolio, and improved cash flow.

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.99

Longevity Health Holdings, Inc. completed an acquisition involving PMGC Holdings Inc. and Elevai Skincare, Inc. for approximately $1.4 million consisting of (i) 1,149,226 shares of common stock at closing plus 117,814 holdback shares, (ii) assumption of assumed liabilities, ( (closed 2025-01-16).

Action: acquisition
Counterparty: PMGC Holdings Inc. and Elevai Skincare, Inc.
Consideration: approximately $1.4 million consisting of (i) 1,149,226 shares of common stock at closing plus 117,814 holdback shares, (ii) assumption of assumed liabilities, (
Closing: 2025-01-16

Exact text from the filing

Securities and Exchange Commission (the “SEC”) on January 3, 2025. Upon the closing of the Acquisition (the “Closing”), the purchase price for the Acquisition was approximately $1.4 million, consisting of (i) 1,149,226 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), issued by the Company to Seller (the “Closing Shares”) at the

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Longevity Health Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0000950170-25-006024

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