secwatch / observer

Longevity Health Holdings, Inc. — fact timeline

Source-grounded facts extracted from Longevity Health Holdings, Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

XAGE Longevity Health Holdings, Inc. JSON

Scott Frisch resigned as Director at Longevity Health Holdings, Inc..

“On August 11, 2026, Scott Frisch notified Longevity Health Holdings, Inc. (the “Company”) of his resignation from the Board of Directors of the Company, effective as of the close of business on August 11, 2026.”

Kathryn Gregory resigned as Director at Longevity Health Holdings, Inc..

“On June 1, 2026, Kathryn Gregory notified Longevity Health Holdings, Inc. (the “Company”) of her resignation from the Board of Directors of the Company, effective as of the close of business on June 1, 2026.”
Equity Issuances

Longevity Health Holdings, Inc. issued 689,656 shares of common stock to International Capital Partners LLC for $0.29 per Share for an aggregate purchase price of approximately $200,000.

“entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with International Capital Partners LLC, a Florida limited liability company (the “Purchaser”), pursuant to which the Company has agreed to sell, and the Purchaser has agreed to purchase, in a private placement (the “Offering”) 689,656 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a purchase price of $0.29 per Share for an aggregate purchase price of approximately $200,000.”
Material Agreements

Longevity Health Holdings, Inc. entered into Common Stock Purchase Agreement with International Capital Partners LLC valued at approximately $200,000 (effective 2026-03-13).

“On March 13, 2026, Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), entered into a Common Stock Purchase Agreement (the “Stock Purchase Agreement”) with International Capital Partners LLC, a Florida limited liability company (the “Purchaser”), pursuant to which the Company has agreed to sell, and the Purchaser has agreed to purchase, in a private placement (the “Offering”) 689,656 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”), at a purchase price of $0.29 per Share for an aggregate purchase price of approximately $200,000.”
Material Agreements

Longevity Health Holdings, Inc. terminated Agreement and Plan of Merger with True Health Inc. (effective 2025-12-08).

“as the Merger was not consummated by such date, on December 8, 2025, the Company provided notice of termination of the Merger Agreement to True Health in accordance with such provision.”
Listing & Compliance Notices

Longevity Health Holdings, Inc. received a nasdaq delisting notice notice regarding other (rules 5550(b)(2)).

“September 10, 2025, Longevity Health Holdings, Inc., a Delaware corporation (the “Company”) received written notice from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company had not cured the previously reported deficiency with respect to Nasdaq Listing Rule 5550(b)(2) and as a result, the Panel determined to delist the Company’s securities from the Nasdaq Capital Market at the open of trading on September 12, 2025. The Company’s common stock and warrants began trading publicly on the over-the-counter markets operated by OTC Markets Group, Inc. (“OTC”) at the open of trading on S”
Governance Changes

Longevity Health Holdings, Inc.: Filed certificate of amendment to effect a 1-for-30 reverse stock split of common stock (effective 2025-05-12).

“On May 9, 2025, Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), filed a certificate of amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-30 reverse stock split of the shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), effective as of 9:00 a.m., Eastern Time, on May 12, 2025”
Listing & Compliance Notices

Longevity Health Holdings, Inc. received a nasdaq delisting notice notice regarding minimum bid price (rules 5550(a)(2), 5810(c)(3)(A), 5550(b)(2)).

“Nasdaq Capital Market at the hearing scheduled to occur on April 15, 2025 (the “Hearing”) with respect to the Company’s inability to regain compliance with the $35 million minimum market value of listed securities required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). The Determination Letter stated that the Minimum Bid Price Deficiency serves as an additional basis for delisting the Company’s securities from the Nasdaq Capital Market, and that Panel will consider the Minimum Bid Price Deficiency at the Hearing in their decisi”
Governance Changes

Longevity Health Holdings, Inc.: Company amended and restated its Bylaws to reflect the name change (effective 2025-03-05).

“In connection with the Name Change, the Company’s Board of Directors (the “Board”) also amended and restated the Company’s Bylaws to reflect the Name Change (the “Amended and Restated Bylaws”), effective as of the Effective Date.”
Governance Changes

Longevity Health Holdings, Inc.: Company filed Certificate of Amendment to change its corporate name from Carmell Corporation to Longevity Health Holdings, Inc (effective 2025-03-05).

“On March 5, 2025, Carmell Corporation, a Delaware corporation (the “Company”), filed with the Secretary of State of the State of Delaware a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) to change its corporate name to “Longevity Health Holdings, Inc.” (the “Name Change”), effective as of March 5, 2025 (the “Effective Date”).”
Listing & Compliance Notices

Longevity Health Holdings, Inc. received a nasdaq delisting notice notice regarding market value (rules 5550(b)(2), 5810(c)(3)(C)).

“March 4, 2025, the Company received written notice from the Department notifying the Company that it had failed to regain compliance with the MVLS Requirement by the Compliance Date. As such, unless the Company requests an appeal of Nasdaq’s determination to delist the Company’s securities from the Nasdaq Capital Market by March 11, 2025, trading of the Company’s common stock will be suspended at the opening of business on March 13, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the “SEC”), which will remove the Company’s securities from listing and registra”

Rajiv Shukla was appointed as Chief Executive Officer at Longevity Health Holdings, Inc..

“Effective as of January 24, 2025, the Company’s Board of Directors appointed Rajiv Shukla, the Company’s current Executive Chairman, as the Chief Executive Officer of the Company.”

Kendra Bracken-Ferguson resigned as Chief Executive Officer at Longevity Health Holdings, Inc..

“On January 20, 2025, the Company and Kendra Bracken-Ferguson mutually agreed that Ms. Bracken-Ferguson would no longer serve as the Chief Executive Officer of the Company effective as of January 20, 2025.”
M&A Transactions

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).

“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”

Kendra Bracken-Ferguson was appointed as Chief Executive Officer at Longevity Health Holdings, Inc..

“The Board appointed Kendra Bracken-Ferguson as Chief Executive Officer of the Company effective as of July 30, 2024.”

Rajiv S. Shukla departed as Executive Chairman at Longevity Health Holdings, Inc..

“Rajiv S. Shukla resigned from his position as Chief Executive Officer of Carmell Corporation (the “Company”) in connection with the appointment of Kendra Bracken-Ferguson as Chief Executive Officer of the Company, as described below. Following his resignation, Mr. Shukla will continue to serve as an officer of the Company in the office of Executive Chairman of the Company’s Board of Directors.”
Material Agreements

Longevity Health Holdings, Inc. entered into Purchase Agreement with certain investors named therein (the "Purchasers") valued at approximately $3.0 million (effective 2024-04-04).

“On April 4, 2024, Carmell Corporation, a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors named therein (the “Purchasers”) for the sale of an aggregate of 1,331,452 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at a price of $2.25 per share for unaffiliated investors and at a price of $2.88 per share for the Company’s Chief Executive Officer (the “Private Placement”).”
M&A Transactions

Longevity Health Holdings, Inc. completed a disposition involving Burns Ventures, LLC, H. Rodney Burns, AXO XP, LLC, Protein Genomics, LLC (collectively, the Buyers) for 3,845,337 shares of common stock, 4,243 shares of Series A Convertible Voting Preferred Stock, and cancellation of $8 million principal amount of notes payable (closed 2024-03-26).

“LLC, a Delaware corporation (“PGEN” and together with BVLLC, Burns, and AXPLLC, collectively, the “Buyers” and each, a “Buyer”). The consideration for the Sale consisted of (i) 3,845,337 shares of the Company’s common stock, $0.0001 par value per share, and 4,243 shares of the Company’s Series A Convertible Voting Preferred Stock, $0.0001 par value per share,”
Material Agreements

Longevity Health Holdings, Inc. entered into Membership Interest Purchase Agreement with Burns Ventures, LLC, H. Rodney Burns, AXO XP, LLC, and Protein Genomics, LLC (effective 2024-03-20).

“On March 20, 2024, Carmell Corporation, a Delaware corporation (the “Company”), and Axolotl Biologix, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“AxoBio”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), with the stockholders of AxoBio immediately before the Merger (as defined below), including Burns Ventures, LLC, a Texas limited liability company (“BVLLC”), H. Rodney Burns, an individual resident of Texas (“Burns”), AXO XP, LLC, an Arizona limited liability company (“AXPLLC”), and Protein Genomics, LLC, a Delaware corporation (“PGEN” and together with BVLLC, Burns, and AXPLLC, collectively, the “Buyers” and each, a “Buyer”), providing for, upon the terms and subject to the conditions set forth therein, the sale by the Company of all outstanding limited liability company interests of AxoBio to the Buyers (the “Sale”) for the consideration described in detail below.”

Gilles Spenlehauer was appointed as Director at Longevity Health Holdings, Inc..

“the Board appointed Scott Frisch and Gilles Spenlehauer (collectively, the “New Directors”) to serve as directors on the Board of the Company.”

Scott Frisch was appointed as Director at Longevity Health Holdings, Inc..

“the Board appointed Scott Frisch and Gilles Spenlehauer (collectively, the “New Directors”) to serve as directors on the Board of the Company.”

Rajiv Shukla was appointed as Chief Executive Officer at Longevity Health Holdings, Inc..

“As of the Effective Date, Rajiv Shukla, the Company’s current Executive Chairman, has been appointed as the Chief Executive Officer of the Company.”

Janet Vargo resigned as Vice President Clinical Services at Longevity Health Holdings, Inc..

“As of the Effective Date, the following executive officers of the Company have voluntarily resigned from their positions with the Company (collectively, the “Former Officers”). Name Position Randolph W. Hubbell Chief Executive Officer and President James Hart, M.D. Chief Medical Officer Donna Godward Chief Quality Officer Janet Vargo, Ph.D. Vice President Clinical Services”

Donna Godward resigned as Chief Quality Officer at Longevity Health Holdings, Inc..

“As of the Effective Date, the following executive officers of the Company have voluntarily resigned from their positions with the Company (collectively, the “Former Officers”). Name Position Randolph W. Hubbell Chief Executive Officer and President James Hart, M.D. Chief Medical Officer Donna Godward Chief Quality Officer Janet Vargo, Ph.D. Vice President Clinical Services”

James Hart resigned as Chief Medical Officer at Longevity Health Holdings, Inc..

“As of the Effective Date, the following executive officers of the Company have voluntarily resigned from their positions with the Company (collectively, the “Former Officers”). Name Position Randolph W. Hubbell Chief Executive Officer and President James Hart, M.D. Chief Medical Officer Donna Godward Chief Quality Officer Janet Vargo, Ph.D. Vice President Clinical Services”

Randolph W. Hubbell resigned as Chief Executive Officer and President at Longevity Health Holdings, Inc..

“As of the Effective Date, the following executive officers of the Company have voluntarily resigned from their positions with the Company (collectively, the “Former Officers”). Name Position Randolph W. Hubbell Chief Executive Officer and President James Hart, M.D. Chief Medical Officer Donna Godward Chief Quality Officer Janet Vargo, Ph.D. Vice President Clinical Services”

Jaime Garza resigned as Director at Longevity Health Holdings, Inc..

“William Newlin, Steve Bariahtaris, Jaime Garza and Radolph W. Hubbell (collectively, the “Former Directors”) have each resigned from their respective position as a director of Carmell Corporation (the “Company”).”

Steve Bariahtaris resigned as Director at Longevity Health Holdings, Inc..

“William Newlin, Steve Bariahtaris, Jaime Garza and Radolph W. Hubbell (collectively, the “Former Directors”) have each resigned from their respective position as a director of Carmell Corporation (the “Company”).”

William Newlin resigned as Director at Longevity Health Holdings, Inc..

“William Newlin, Steve Bariahtaris, Jaime Garza and Radolph W. Hubbell (collectively, the “Former Directors”) have each resigned from their respective position as a director of Carmell Corporation (the “Company”).”

Janet Vargo, Ph.D. was appointed as Vice President Clinical Services at Longevity Health Holdings, Inc..

“Janet Vargo, Ph.D. 65 Vice President Clinical Services”

Donna Godward was appointed as Chief Quality Officer at Longevity Health Holdings, Inc..

“Donna Godward 68 Chief Quality Officer”

James Hart, M.D. was appointed as Chief Medical Officer at Longevity Health Holdings, Inc..

“James Hart, M.D. 71 Chief Medical Officer”

Bryan Cassaday was appointed as Interim Chief Financial Officer at Longevity Health Holdings, Inc..

“Bryan Cassaday 55 Interim Chief Financial Officer”

Randolph W. Hubbell was appointed as Chief Executive Officer, President and Director at Longevity Health Holdings, Inc..

“Randolph W. Hubbell 60 Chief Executive Officer, President and Director”

Rajiv Shukla was appointed as Executive Chairman at Longevity Health Holdings, Inc..

“Rajiv Shukla 48 Executive Chairman”
Governance Changes

Longevity Health Holdings, Inc.: Filing of Certificate of Designation for Series A Convertible Voting Preferred Stock (effective 2023-08-09).

“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.”
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).

“(“ 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 ”).”
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).

“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 ”).”
Governance Changes

Longevity Health Holdings, Inc.: Company renamed from Carmell Therapeutics Corporation to Carmell Corporation (effective 2023-08-01).

“On August 1, 2023, the board of directors of the Company approved and adopted an amendment (the “ Charter Amendment ”) to the Company’s existing amended and restated certificate of incorporation to change the name of the Company from “Carmell Therapeutics Corporation” to “Carmell Corporation.””
Material Agreements

Longevity Health Holdings, Inc. entered into Agreement and Plan of Merger with Axolotl Biologix, Inc. valued at up to approximately $8.0 million in cash, a number of shares of the Company’s common stock equal to (effective 2023-07-26).

“On July 26, 2023, Carmell Corporation (formerly Carmell Therapeutics Corporation) (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, Aztec Merger Sub, Inc. (“ Merger Sub ”) and Axolotl Biologix, Inc. (“ Axolotl ”)”
Governance Changes

Longevity Health Holdings, Inc.: Ceased to be a shell company as a result of the Business Combination.

“As a result of the Business Combination, ALPA ceased to be a shell company upon the Closing.”
Governance Changes

Longevity Health Holdings, Inc.: New Code of Ethics adopted.

“In connection with the Closing, the Board approved and adopted a new Code of Ethics applicable to directors, officers and employees.”
Governance Changes

Longevity Health Holdings, Inc.: Amended and restated bylaws approved and adopted.

“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.”
Governance Changes

Longevity Health Holdings, Inc.: Amended and restated certificate of incorporation adopted.

“On the Closing Date, Carmell amended and restated its existing amended and restated certificate of incorporation.”
M&A Transactions

Longevity Health Holdings, Inc. underwent a change of control involving Alpha Healthcare Acquisition Corp. III (closed 2023-07-14).

“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”
Material Agreements

Longevity Health Holdings, Inc. entered into Investor Rights and Lock-up Agreement with ALPA and certain Legacy Carmell stockholders and ALPA stockholders.

“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.”

Janet Vargo was appointed as Vice President Clinical Services at Longevity Health Holdings, Inc..

“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”

Donna Godward was appointed as Chief Quality Officer at Longevity Health Holdings, Inc..

“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”

James Hart was appointed as Chief Medical Officer at Longevity Health Holdings, Inc..

“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”

Randolph W. Hubbell was appointed as Chief Executive Officer, President and Director at Longevity Health Holdings, Inc..

“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”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.