Longevity Health Files 8-K: Issues 10% Senior Secured Convertible Note

What Happened
Longevity Health Holdings, Inc. (XAGE) filed an 8-K on Sept. 4, 2026 disclosing a Securities Purchase Agreement with existing investor Puritan Partners LLC under which the company issued a 10% senior secured convertible note due February 29, 2028. The note has an original principal amount of $416,667 (reflecting a 10% original issue discount) and was sold for $375,000. Proceeds are to be used for working capital to the extent consistent with a prior settlement agreement dated August 13, 2026. The Purchase Agreement also contemplates up to two additional notes (one of up to $138,889 and a discretionary second of up to $138,889) subject to conditions such as an effective registration statement and no default.

Key Details

• Note economics: 10% annual interest payable monthly in cash; matures Feb 29, 2028; conversion price fixed at $0.50 per share (subject to adjustments).
• Alternative conversion: if market price is below $0.50, holder may convert at 80% of the 5‑day average closing price before conversion.
• Dilution cap: conversion is subject to a beneficial ownership limit of 4.99% (holder may raise to 9.99% with at least 61 days’ notice). Based on recent prices, full conversion could require up to 2,690,455 shares.
• Security and protections: obligations are secured by first‑priority liens on substantially all company and subsidiary assets (including IP); subsidiaries provided guarantees; the company executed an affidavit of confession of judgment allowing Puritan to enter judgment on uncured defaults. Default interest rises to 15% and certain defaults accelerate repayment to 115% (or 125%) of outstanding principal.

Why It Matters
This filing creates new secured convertible debt and the potential for material share issuance if the note(s) are converted. The security interests and subsidiary guarantees strengthen the lender’s recovery position but increase creditor claims on company assets. The confession of judgment provision can speed lender enforcement on an uncured default, which is a material legal and liquidity risk to noteholders and equity investors. The company’s agreement to file a registration statement and to reserve at least four times the shares needed for conversion affects share availability and resale liquidity for converted shares. Investors should weigh the reduced near-term cash burden of convertible financing (vs. straight debt) against potential dilution and stronger creditor protections.