Longevity Health Holdings Faces Delisting Concerns

TL;DR

LHHL might get delisted - stock could tank.

AI Summary

Longevity Health Holdings, Inc. filed an 8-K on September 12, 2025, reporting a notice of delisting or failure to satisfy a continued listing rule or standard. The filing indicates a potential transfer of listing, with the earliest event reported as September 10, 2025. The company was formerly known as Carmell Corp, Carmell Therapeutics Corp, and ALPHA HEALTHCARE ACQUISITION CORP III.

Why It Matters

This filing signals potential financial distress or non-compliance with exchange rules, which could significantly impact the company's stock trading and investor confidence.

Risk Assessment

Risk Level: high — A notice of delisting or failure to meet listing standards is a severe indicator of financial instability or operational issues.

Key Players & Entities

• Longevity Health Holdings, Inc. (company) — Registrant
• September 10, 2025 (date) — Earliest event reported
• September 12, 2025 (date) — Filing date
• Carmell Corp (company) — Former company name
• Carmell Therapeutics Corp (company) — Former company name
• ALPHA HEALTHCARE ACQUISITION CORP III (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — egistered (1) Common Stock, par value $0.0001 per share XAGE N/A Redeemable War
• $345.00 — of Common Stock at an exercise price of $345.00 XAGEW N/A (1) On September 12, 20

Filing Documents

• xage-20250910.htm (8-K) — 49KB
• 0000950170-25-114421.txt ( ) — 184KB
• xage-20250910.xsd (EX-101.SCH) — 43KB
• xage-20250910_htm.xml (XML) — 6KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On 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 September 12, 2025. The transition to the OTC marketplace is not expected to affect the Company's operations. The Company will continue to file periodic and other required reports pursuant to the Securities Exchange Act of 1934, as amended, with the U.S. Securities and Exchange Commission (the "SEC"). The Company believes that the OTC marketplace will continue to provide liquidity for stockholders during this transitional period. Notwithstanding the delisting of the Company's securities from Nasdaq, it remains the intention of the Company to continue to pursue the previously disclosed merger with True Health Inc., as well as the listing of the combined company's securities on Nasdaq.

Forward-Looking Statements

Forward-Looking Statements This Current Report contains forward-looking statements that are based on beliefs, assumptions and information currently available. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing" or the negative of these terms or other comparable terminology. However, not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this Current Report, the Company cautions you that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which the Company cannot be certain. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the impact of the delisting on continued Company operations, expectations of trading on the OTC marketplace, expectations regarding the proposed merger with True Health Inc. and the Company's ability to regain listing of its securities on a national securities exchange in the future. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties, including those described under the header "Risk Factors" in the Annual Report on Form 10-K filed by the Company with the SEC on March 31, 2025, and in the Company's other reports filed with the SEC. Most of these factors are outside of the Company's control and are difficult to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the in

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LONGEVITY HEALTH HOLDINGS, INC. Date: September 12, 2025 By: /s/ Rajiv Shukla Rajiv Shukla Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR