SCHEDULE: Longevity Health Holdings: Leadership Change & Stakeholder Update

Longevity Health Holdings announces significant leadership changes with Janakiram Ajjarapu appointed CEO and Chairman, following a substantial stock acquisition by International Capital Partners LLC.

Summary

• Janakiram Ajjarapu and International Capital Partners LLC (ICP) have jointly filed a Schedule 13D, reporting beneficial ownership of 689,656 shares of Longevity Health Holdings, Inc. common stock, representing 27.9% of the outstanding shares as of March 16, 2026.
• ICP acquired these shares for $200,000.24, at a price of $0.29 per share, using its working capital.
• Effective March 16, 2026, Janakiram Ajjarapu has been appointed as the Chief Executive Officer, a Class III director, and Chairman of the Board of Longevity Health Holdings, Inc.
• The acquisition and leadership transition are part of a planned change in the company's leadership.
• The company is obligated to file a resale registration statement for the acquired shares within 60 days of March 16, 2026.
• Mr. Ajjarapu has entered into standard indemnity and restrictive covenants agreements with the Issuer.
• ICP and its affiliates are indemnified by the Issuer against certain claims related to the stock purchase agreement, excluding bad faith, fraud, gross negligence, or willful misconduct.
• The Reporting Persons may acquire or dispose of additional securities and may engage in discussions regarding extraordinary corporate transactions, capital structure changes, or management alterations.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral to slightly positive due to the clear leadership transition and investment, but tempered by the significant legal issues surrounding the new CEO.

Positives

• Significant capital infusion of $200,000.24 into the company through the stock purchase.
• Appointment of a new CEO and Chairman, Janakiram Ajjarapu, potentially bringing new leadership and strategic direction.
• Clear intention to facilitate a leadership transition, suggesting a move towards a new operational phase.
• Commitment to file a resale registration statement, enabling liquidity for the acquired shares.
• Indemnification provided to ICP offers some protection against potential claims related to the transaction.

Negatives

• Janakiram Ajjarapu is subject to a three-year ban from accessing the securities market and a significant penalty and disgorgement order from the Securities and Exchange Board of India (SEBI), although trading restrictions are currently stayed pending appeal.
• The company's stock price may be impacted by the ongoing appeal of the SEBI order against Mr. Ajjarapu.
• The acquisition was made at a price of $0.29 per share, which may be higher or lower than current market prices, impacting the immediate value for ICP.

Risks

• The ongoing appeal of the SEBI order against Mr. Ajjarapu presents a significant risk, as a negative outcome could impact his ability to lead the company and its securities dealings.
• The Reporting Persons' stated intention to potentially acquire more shares or engage in extraordinary corporate transactions introduces uncertainty regarding future share price and corporate structure.
• The company's financial health and operational performance are not detailed in this filing, making it difficult to assess the underlying value and future prospects beyond the leadership change.

Future Outlook

The Reporting Persons intend to review their investment in Longevity Health Holdings, Inc. on a continuing basis and may decide to increase or decrease their investment. They also may engage in discussions concerning extraordinary corporate transactions such as security offerings, share repurchases, asset or business sales/acquisitions, changes to capitalization, or alterations to the company's business or corporate structure, including management or board composition.

Management Comments

• Mr. Ajjarapu directs the voting and investment activities of ICP.
• The acquisition of the Shares was made in connection with a planned transition of the Issuer's leadership.
• The Reporting Persons may, from time to time, depending on prevailing market, economic and other conditions, acquire additional shares of Common Stock or other securities of the Issuer, dispose of any such securities or engage in discussions with the Issuer concerning such acquisitions or dispositions or further investments in the Issuer.
• In addition, the Reporting Person, in his capacity as Chief Executive Officer and Chairman of the Board, may engage in discussions with management, the Board, other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions...

Industry Context

StockSavvy.ai notes that this filing indicates a significant shift in control and leadership for Longevity Health Holdings, Inc., a common occurrence in the healthcare sector where strategic investment and management changes can pivot company direction. The involvement of an investment entity like ICP and the appointment of a new CEO/Chairman suggest a potential restructuring or growth initiative.

Management Changes

Corporate Governance

Legal Proceedings

• On July 31, 2025, the Securities and Exchange Board of India (SEBI) issued an order against Mr. Ajjarapu in the matter of Decipher Labs Limited, finding violations of the SEBI Act, 1992, and PFUTP Regulations related to alleged stock manipulation and misleading corporate announcements. The order barred Mr. Ajjarapu from the securities market for three years, imposed a Rs. 60 lakh penalty, and directed disgorgement of approximately Rs. 7.90 crore. On September 16, 2025, the Securities Appellate Tribunal granted partial relief, staying trading restrictions and suspending coercive action for recovery, subject to a deposit of 50% of the amounts. The SEBI Order is currently under appeal.

Related Party Transactions

• ICP purchased 689,656 shares of Common Stock from the Issuer for $200,000.24 on March 13, 2026. Janakiram Ajjarapu is the managing member of ICP and trustee of a family trust holding remaining membership interests in ICP, making this a related party transaction.

Stakeholder Impact

• Shareholders: The appointment of a new CEO and Chairman, along with a significant ownership stake by ICP, could lead to strategic shifts that may impact share value. The SEBI proceedings against Mr. Ajjarapu introduce uncertainty.
• Employees: A change in leadership may bring new management styles and strategic priorities, potentially affecting company culture and operations.
• Creditors: The company's ability to meet its obligations may be influenced by future strategic decisions and operational performance under new leadership.
• Management/Board: The appointment of Mr. Ajjarapu as CEO, Chairman, and Director signifies a major change in the company's governance structure.

Next Steps

• The Issuer is obligated to file a resale registration statement with the SEC within 60 days of March 16, 2026.
• The Reporting Persons will continue to review their investment and may engage in further transactions or discussions regarding the Issuer's corporate structure and strategy.

Key Dates

Recommendation

The filing indicates a significant change in leadership and control with the appointment of Janakiram Ajjarapu as CEO and Chairman, backed by a substantial share acquisition by International Capital Partners LLC. However, the ongoing appeal of a serious SEBI order against Mr. Ajjarapu introduces considerable risk and uncertainty. While the leadership change could signal a positive strategic shift, the legal entanglements necessitate a cautious 'hold' approach until the outcome of the appeal is known and the company's future direction becomes clearer.

Keywords

Schedule 13D, Longevity Health Holdings, Janakiram Ajjarapu, International Capital Partners LLC, CEO Appointment, Chairman Appointment, Stock Acquisition, Beneficial Ownership, Leadership Transition, SEBI Order, Securities Registration