---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-211437"
form_type: "8-K"
ticker: "XAGE"
cik: "0001842939"
company_name: "Longevity Health Holdings, Inc."
filed_at: "2023-08-14T23:59:59+00:00"
generated_at: "2026-06-11T12:38:52.037417+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.9
calibrated_materiality_score: 0.9
confidence: "high"
source: SEC EDGAR
---

# Carmell completes acquisition of Axolotl Biologix; $8M cash + $57M stock at closing, up to $75M earn-out

## Summary
- Closed merger with Axolotl on Aug 9, 2023; issued 3,845,337 common shares and 4,243 Series A preferred shares.
- Initial consideration: $8M cash (contingent on audited financials) and $57M in equity valued at $7.05/share VWAP.
- Up to $75M in milestone payments tied to revenue targets, contract execution, and clinical milestones.
- Company rebranded as Carmell Corporation targeting $100M FY24 revenue and a cosmeceutical launch by FY24.

## SEC filing metadata
- accession: 0001193125-23-211437
- form_type: 8-K
- ticker: XAGE
- cik: 0001842939
- company_name: Longevity Health Holdings, Inc.
- filed_at: 2023-08-14T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.9
- calibrated_materiality_score: 0.9
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.03, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1842939/000119312523211437/0001193125-23-211437-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1842939/000119312523211437/d512799d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-211437
- JSON: https://secwatch.observer/filing/0001193125-23-211437.json
- Plain text: https://secwatch.observer/filing/0001193125-23-211437.txt

## Key facts
- Governance Changes
  Longevity Health Holdings, Inc.: Filing of Certificate of Designation for Series A Convertible Voting Preferred Stock (effective 2023-08-09).
  - Change: charter amendment
  - Effective: 2023-08-09
  source text: In connection with the Closing, on August 9, 2023, the Company filed the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Voting Preferred Stock (the “ Certificate of Designation ”) with the Secretary of State of Delaware in accordance with Section 151(a) of the Delaware General Corporation Law.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523211437/0001193125-23-211437-index.htm
- M&A Transactions
  Longevity Health Holdings, Inc. completed an acquisition involving Axolotl Biologix, Inc. for the Company issued 3,845,337 shares of its common stock, par value $0.0001 per share (“ Common Stock ”), and 4,243 shares of a newly designated series of Series (closed 2023-08-09).
  - Action: acquisition
  - Counterparty: Axolotl Biologix, Inc.
  - Consideration: the Company issued 3,845,337 shares of its common stock, par value $0.0001 per share (“ Common Stock ”), and 4,243 shares of a newly designated series of Series
  - Closing: 2023-08-09
  source text: (“ First Merger Sub ”) and Axolotl Biologix, Inc. (“ Axolotl ”). The Merger Agreement provides for, among other things, the merger of Axolotl with and into Merger Sub, with Axolotl being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company (the “ Acquisition ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523211437/0001193125-23-211437-index.htm
- Material Agreements
  Longevity Health Holdings, Inc. amended First Amendment to Agreement and Plan of Merger with Carmell Corporation, Aztec Merger Sub, Inc., Axolotl Biologix, Inc. valued at Amendment changes merger structure and waives condition requiring audited financial statements in ex (effective 2023-08-10).
  - Action: amendment
  - Agreement: merger
  - Counterparty: Carmell Corporation, Aztec Merger Sub, Inc., Axolotl Biologix, Inc.
  - Value: Amendment changes merger structure and waives condition requiring audited financial statements in ex
  - Effective: 2023-08-10
  source text: On August 10, 2023, Carmell Corporation (the “ Company ”) announced it had entered into that certain First Amendment to Agreement and Plan of Merger (the “ Amendment ”) which amended certain terms of the previously announced Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, Aztec Merger Sub, Inc. (“ First Merger Sub ”) and Axolotl Biologix, Inc. (“ Axolotl ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1842939/000119312523211437/0001193125-23-211437-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.