Longevity Health Holdings Terminates Material Agreement

TL;DR

Longevity Health Holdings just terminated a major deal. Big changes ahead?

AI Summary

Longevity Health Holdings, Inc. filed an 8-K on December 12, 2025, reporting the termination of a material definitive agreement as of December 8, 2025. The company, formerly known as Carmell Corp and Carmell Therapeutics Corp, is incorporated in Delaware and headquartered in Pittsburgh, PA.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement often signals significant business challenges or strategic shifts that could affect the company's financial health and stock performance.

Key Players & Entities

• Longevity Health Holdings, Inc. (company) — Registrant
• December 8, 2025 (date) — Date of earliest event reported
• December 12, 2025 (date) — Date of report
• Carmell Corp (company) — Former company name
• Carmell Therapeutics Corp (company) — Former company name
• ALPHA HEALTHCARE ACQUISITION CORP III (company) — Former company name
• Pittsburgh, PA (location) — Business address

FAQ

Filing Documents

• xage-20251208.htm (8-K) — 57KB
• 0001193125-25-317638.txt ( ) — 159KB
• xage-20251208.xsd (EX-101.SCH) — 25KB
• xage-20251208_htm.xml (XML) — 4KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, Longevity Health Holdings, Inc., a Delaware corporation (the "Company"), entered into an Agreement and Plan of Merger, dated July 14, 2025 (as amended by the Amendment to Agreement and Plan of Merger, dated November 3, 2025 (the "Amendment"), the "Merger Agreement") by and among the Company, THP Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company ("Merger Sub"), True Health Inc., a Delaware corporation ("True Health"), and Truehealth Management Group LLC, a Delaware limited liability company ("TMG"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub would merge with and into True Health (the "Merger"), with True Health continuing as a wholly owned subsidiary of the Company and the surviving company of the Merger. Pursuant to Section 9.1(b) of the Merger Agreement, either party was permitted to terminate the Merger Agreement if the Merger had not been consummated by November 30, 2025. 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. No termination fee is payable by either party in connection with the termination of the Merger Agreement. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on July 14, 2025, and the Amendment, which was filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on November 7, 2025, which are each incorporated by reference herein.

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. Dated: December 12, 2025 By: /s/ Rajiv Shukla Rajiv Shukla Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR