8-K
filed July 20, 2023, 7:59 PM ET
ticker XAGE
CIK 0001842939
M&A
confidence high
sentiment negative
materiality 0.85
Longevity Health Holdings, Inc. (XAGE): M&A transaction — Carmell Therapeutics completes de-SPAC merger; $129.4M redeemed, 19.2M shares outstanding
Longevity Health Holdings, Inc.
- Business combination closed July 14, 2023; ALPA renamed to Carmell Therapeutics (CTCX).
- 12.6M shares redeemed at $10.00 each, depleting ~$129.4M from trust.
- Post-merger shares outstanding: 19,236,305; top holder AHAC Sponsor III LLC holds 19.68%.
- Rajiv Shukla appointed Executive Chairman; one-year lock-up for certain stockholders, sponsor faces 5-year lock-up on 50% of founder shares.
- Indemnification agreements and 2023 Long-Term Incentive Plan adopted; warrants trade under CTCXW.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Steve Bariahtaris was appointed as Director at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
• Three Class II directors: Steve Bariahtaris, Kathryn Gregory and Jaime Garza.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rajiv Shukla was appointed as Executive Chairman at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Executive Chairman
Exact text from the filing
Name Age Position(s) Rajiv Shukla 48 Executive Chairman
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kathryn Gregory was appointed as Director at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
• Three Class II directors: Steve Bariahtaris, Kathryn Gregory and Jaime Garza.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
William Newlin was appointed as Director at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
• Three Class I directors: Rich Upton, William Newlin and David Anderson.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jaime Garza was appointed as Director at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
• Three Class II directors: Steve Bariahtaris, Kathryn Gregory and Jaime Garza.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Janet Vargo was appointed as Vice President Clinical Services at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Vice President Clinical Services
Exact text from the filing
Name Age Position(s) Rajiv Shukla 48 Executive Chairman Randolph W. Hubbell 60 Chief Executive Officer, President and Director James Hart, M.D. 71 Chief Medical Officer Donna Godward 68 Chief Quality Officer Janet Vargo, Ph.D. 65 Vice President Clinical Services
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randy Hubbell was appointed as Director at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
• Three Class III directors: Randy Hubbell, Patrick Sturgeon and Rajiv Shukla.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rich Upton was appointed as Director at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
• Three Class I directors: Rich Upton, William Newlin and David Anderson.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Randolph W. Hubbell was appointed as Chief Executive Officer, President and Director at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Chief Executive Officer, President and Director
Exact text from the filing
Name Age Position(s) Rajiv Shukla 48 Executive Chairman Randolph W. Hubbell 60 Chief Executive Officer, President and Director James Hart, M.D. 71 Chief Medical Officer Donna Godward 68 Chief Quality Officer Janet Vargo, Ph.D. 65 Vice President Clinical Services
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James Hart was appointed as Chief Medical Officer at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Chief Medical Officer
Exact text from the filing
Name Age Position(s) Rajiv Shukla 48 Executive Chairman Randolph W. Hubbell 60 Chief Executive Officer, President and Director James Hart, M.D. 71 Chief Medical Officer Donna Godward 68 Chief Quality Officer Janet Vargo, Ph.D. 65 Vice President Clinical Services
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Patrick Sturgeon was appointed as Director at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
• Three Class III directors: Randy Hubbell, Patrick Sturgeon and Rajiv Shukla.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Rajiv Shukla was appointed as Director at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
• Three Class III directors: Randy Hubbell, Patrick Sturgeon and Rajiv Shukla.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Anderson was appointed as Director at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Director
Exact text from the filing
• Three Class I directors: Rich Upton, William Newlin and David Anderson.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Donna Godward was appointed as Chief Quality Officer at Longevity Health Holdings, Inc..
- Action
- appointed
- Role
- Chief Quality Officer
Exact text from the filing
Name Age Position(s) Rajiv Shukla 48 Executive Chairman Randolph W. Hubbell 60 Chief Executive Officer, President and Director James Hart, M.D. 71 Chief Medical Officer Donna Godward 68 Chief Quality Officer Janet Vargo, Ph.D. 65 Vice President Clinical Services
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Longevity Health Holdings, Inc.: New Code of Ethics adopted.
- Change
- code of ethics
Exact text from the filing
In connection with the Closing, the Board approved and adopted a new Code of Ethics applicable to directors, officers and employees.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Longevity Health Holdings, Inc.: Amended and restated bylaws approved and adopted.
- Change
- bylaw amendment
Exact text from the filing
In connection with the Closing, the Board approved and adopted the amended and restated bylaws (the "Bylaws"), which became effective as of the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Longevity Health Holdings, Inc.: Ceased to be a shell company as a result of the Business Combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, ALPA ceased to be a shell company upon the Closing.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Longevity Health Holdings, Inc.: Amended and restated certificate of incorporation adopted.
- Change
- charter amendment
Exact text from the filing
On the Closing Date, Carmell amended and restated its existing amended and restated certificate of incorporation.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Longevity Health Holdings, Inc. underwent a change of control involving Alpha Healthcare Acquisition Corp. III (closed 2023-07-14).
- Action
- change of control
- Counterparty
- Alpha Healthcare Acquisition Corp. III
- Closing
- 2023-07-14
Exact text from the filing
On July 14, 2023 (the “Closing Date”), Alpha Healthcare Acquisition Corp. III, a Delaware corporation and our predecessor company (“ALPA”), consummated the previously announced business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Longevity Health Holdings, Inc. entered into Investor Rights and Lock-up Agreement with ALPA and certain Legacy Carmell stockholders and ALPA stockholders.
- Action
- entry
- Counterparty
- ALPA and certain Legacy Carmell stockholders and ALPA stockholders
Exact text from the filing
At the Effective Time, ALPA and certain of the Legacy Carmell stockholders and ALPA stockholders entered into an Investor Rights and Lock-up Agreement (the “Investor Rights and Lock-up Agreement”), pursuant to which, among other things, such stockholders agreed not to effect any sale or distribution of any shares held by any of them during the one-year lock-up period (the “Lock-Up Period”), subject to certain exceptions described below.
View on SEC.gov
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