Longevity Health Holdings Enters Settlement, Issues $2.35M Convertible Notes

What Happened
Longevity Health Holdings, Inc. (XAGE) announced on August 13, 2026 that it and its subsidiary Carmell Regen Med Corporation settled litigation with Puritan Partners LLC and issued two new 10% senior secured convertible notes totaling $2,350,000. The Existing Note of $1,250,000 was exchanged for a $1,250,000 Initial Note and an accompanying warrant was exchanged for a $1,100,000 Additional Note. The notes are governed by a Securities Purchase Agreement and are due February 13, 2028. The Company and certain subsidiaries granted first-priority liens over substantially all personal property and intellectual property, and the named subsidiaries provided a Subsidiary Guarantee and delivered affidavits of confession of judgment. The parties agreed to file a stipulation to dismiss the related New York litigation without prejudice within three business days of the settlement.

Key Details

• Total new debt issued: $2,350,000 (Initial Note $1,250,000; Additional Note $1,100,000), both 10% senior secured convertible notes.
• Maturity date shown in filings: February 13, 2028.
• Security: Amended and Restated Security Agreement and Intellectual Property Security Agreement grant Puritan a first-priority lien on substantially all personal property and IP (patents, trademarks, copyrights, licenses, goodwill).
• Guarantees & remedies: Subsidiary Guarantee by Carmell Regen and Carmell Cosmetics; affidavits of confession of judgment were delivered in favor of Puritan.
• Director change: Scott Frisch resigned from the Board effective close of business August 11, 2026 (not due to any disagreement with the Company).

Why It Matters
This filing replaces prior litigation exposure with a secured financing arrangement that creates a new, direct financial obligation of $2.35M and gives Puritan priority claims on company and subsidiary assets and intellectual property. For investors, that means increased secured debt on Longevity’s balance sheet, potential dilution if the convertible notes are converted into equity, and reduced flexibility to encumber or sell secured assets. The filed affidavits of confession of judgment represent an enhanced collection mechanism for the lender. The litigation dismissal removes a legal overhang, but investors should review the note conversion terms, covenants and security details in the exhibits to assess impacts on capitalization, potential dilution, and liquidity. The board change noted appears administrative; the resignation was not related to any disagreement with the Company.