Longevity Health Holdings, Inc. 8-K

What Happened

• Longevity Health Holdings, Inc. (XAGE) filed an 8‑K reporting that on March 13, 2026 it entered a Common Stock Purchase Agreement and closed a private placement on March 16, 2026 selling 689,656 shares at $0.29 per share (≈ $200,000) to International Capital Partners LLC. In connection with the closing, the Board appointed Janakiram Ajjarapu as Chairman and Chief Executive Officer effective March 16, 2026; he also filled the Class III director vacancy left by Rajiv S. Shukla, who resigned effective the same date.
• The purchaser is affiliated with Mr. Ajjarapu (he is managing member and minority member; a family trust holds the remaining membership interests). The Company said it will use proceeds for working capital and general corporate purposes.

Key Details

• Shares sold: 689,656 common shares at $0.29 per share (aggregate ≈ $200,000).
• Registration undertaking: Company must file a resale registration statement covering the shares within 60 days of closing and use best efforts to have it declared effective by prescribed deadlines.
• Executive changes/severance: Rajiv Shukla resigned as CEO and Chairman; under a Separation Agreement he may receive $30,000/month for 12 months (extends to 18 months on certain change-of-control conditions) and a $480,000 lump-sum bonus upon closing a ≥ $1M capital raise, subject to release and revocation periods. His equity awards are forfeited on termination.
• Governance: Ajjarapu executed standard indemnity and restrictive covenants; no material employment contract, grant, or award was entered at filing date (the Company will amend the 8‑K within four business days if it does).

Why It Matters

• Leadership: A new CEO and Chairman (Janakiram Ajjarapu) means a change at the top that could affect strategy, operations, and investor relations; the board seat term runs through the 2026 annual meeting.
• Financing and liquidity: The private placement raises modest near‑term working capital (~$200K) and the purchaser’s affiliation with the new CEO is disclosed — investors should note the related‑party dynamic.
• Share resale process: The Company agreed to register the resale of the shares, which, if completed, would allow those shares to be publicly traded; timing depends on SEC review and the Company’s filings.