10-Q: Longevity Health Reports Q3 Loss, Nasdaq Delisting, Pursues THPlasma Merger

Longevity Health Holdings, Inc. reported a reduced net loss for Q3 2025, driven by the Elevai acquisition, but faces Nasdaq delisting and significant going concern doubts while pursuing a merger with THPlasma.

Summary

• Net loss for the nine months ended September 30, 2025, decreased by 49% to $4,822,060 compared to $9,453,978 in the same period of 2024.
• Gross sales for the nine months ended September 30, 2025, surged by 2,041% to $1,525,027, primarily due to the Elevai Acquisition.
• The company was delisted from Nasdaq on September 12, 2025, and its securities now trade on the OTCQB Venture Market.
• A merger agreement with THPlasma was entered into on July 14, 2025, involving $59 million in Merger Shares and $20 million in Earnout Shares, plus a $5 million cash payment for a license purchase contingent on future financing.
• The previously announced merger agreement with 20/20 Biolabs, Inc. was terminated on July 8, 2025, without termination fees.
• A 1:30 reverse stock split was effected on May 12, 2025.
• The Elevai Skincare business acquisition, completed January 16, 2025, contributed significantly to sales growth and includes future royalty and earnout payments.
• The company raised approximately $1.96 million gross proceeds from an at-the-market (ATM) equity offering in May 2025 and $1.85 million gross proceeds from a private placement in January 2025.
• Received $1.0 million from the exercise of common stock warrants in July 2025.
• Substantial doubt exists about the company's ability to continue as a going concern due to negative net working capital of $3,997,047 and negative cash flow from operations of $3,022,899 for the nine months ended September 30, 2025.
• Material weaknesses in internal controls over financial reporting were identified regarding operating expense classification and complex transaction accounting.

Sentiment

Score: 3

Explanation: While sales increased significantly due to an acquisition and net loss decreased, the company faces critical challenges including Nasdaq delisting, substantial doubt about its ability to continue as a going concern, ongoing litigation, and identified material weaknesses in internal controls. The proposed merger with THPlasma offers potential future growth but is subject to significant risks and conditions.

Positives

• Net loss significantly decreased by 49% for the nine months ended September 30, 2025, to $4,822,060 from $9,453,978 in the prior year.
• Gross sales increased by 2,041% to $1,525,027 for the nine months ended September 30, 2025, primarily driven by the Elevai Acquisition.
• Net sales increased by 4,285% to $1,439,829 for the nine months ended September 30, 2025.
• Gross profit increased by 2,885% to $826,944 for the nine months ended September 30, 2025.
• Cash balance increased to $1,109,228 as of September 30, 2025, from $157,139 at December 31, 2024.
• Successfully raised $1.96 million gross proceeds from an ATM financing and $1.85 million gross proceeds from a private placement in 2025.
• Received $1.0 million from the exercise of common stock warrants in July 2025.
• Research and development expenses decreased by 21% to $684,808 for the nine months ended September 30, 2025, due to lower headcount in non-core areas.

Negatives

• Delisted from Nasdaq on September 12, 2025, now trading on the OTCQB Venture Market.
• Substantial doubt about the ability to continue as a going concern due to negative net working capital of $3,997,047 and a net loss of $4,822,060 for the nine months ended September 30, 2025.
• Negative net cash flow from operations of $3,022,899 for the nine months ended September 30, 2025.
• Operating expenses increased by 41% to $5,663,316 for the nine months ended September 30, 2025, driven by increased selling and marketing efforts and higher legal/professional fees related to merger activities.
• General and administrative expenses increased by 29% to $3,828,753 for the nine months ended September 30, 2025, primarily due to legal and professional fees for merger activities.
• Facing a lawsuit from Puritan Partners LLC seeking $2,725,000 in damages plus fees, with an accrual for interest payable of $1,175,845 related to the Convertible Notes.
• Material weaknesses identified in internal controls over financial reporting regarding operating expense classification and complex transaction accounting.
• The THPlasma merger is subject to numerous conditions, including maintaining Nasdaq listing for the combined company, which is challenging given the recent delisting.

Risks

• Failure to complete, or delays in completing, the THPlasma Merger could materially and adversely affect results of operations, business, financial results, and common stock price.
• Efforts to complete the THPlasma Merger could cause substantial disruptions and uncertainty, affecting employee recruitment and retention.
• Uncertainty about the THPlasma Merger could adversely affect business relationships with collaborators, suppliers, vendors, and regulators.
• The THPlasma Merger may be completed even if a material adverse effect occurs due to excluded events like general economic conditions or industry-wide changes.
• The Combined Company may need to raise additional capital by issuing equity or debt, causing significant dilution or restricting operations.
• Directors and executive officers may have interests in the THPlasma Merger that differ from stockholders, potentially influencing their support.
• Stockholders may not realize a benefit from the THPlasma Merger commensurate with the ownership dilution they will experience.
• If the THPlasma Merger is not completed, the stock price may decrease significantly, exacerbated by low trading volume and historical volatility in the life science sector.
• Stockholders will have a reduced ownership and voting interest in the Combined Company (Longevity securityholders expected to own ~11%, THPlasma securityholders ~89% on a fully-diluted basis before earnout shares).
• Restrictions in the THPlasma Agreement impede the ability to make acquisitions or solicit competing proposals during the pendency of the merger.
• The lack of a public market for THPlasma Capital Stock makes it difficult to evaluate its fair market value, meaning the value of Common Stock issued to THPlasma stockholders may be more or less than its fair market value.
• Lawsuits may be filed against Longevity, THPlasma, or their boards related to the merger, potentially delaying or preventing it.
• Substantial dependence on remaining ten full-time employees to facilitate the THPlasma Merger, with loss of personnel potentially harming the ability to consummate the merger and run day-to-day operations.
• Financial projections regarding THPlasma may not prove accurate, potentially having a material adverse effect on the Combined Company's financial position.
• Ongoing litigation with Puritan Partners LLC seeking $2,725,000 in damages, which could have a material adverse effect on financial condition if not resolved favorably.
• Global economic conditions, political instability, conflicts (Russia-Ukraine, Middle East), geopolitical tensions (US-China), tariffs, inflation, and fluctuating interest rates could materially and adversely affect business, financial condition, and results of operations.
• Material weaknesses in internal controls over financial reporting could adversely affect the ability to record, process, summarize, and report financial information.

Future Outlook

The company anticipates the THPlasma Merger to close in the first quarter of 2026 and is exploring raising additional capital. Management expects revenue from continued commercialization of cosmetic products and cost savings from restructuring to extend its cash runway. However, there are no guarantees that new financing will be available on commercially acceptable terms or completed on a timely basis.

Management Comments

• Managements plans that may alleviate substantial doubt about our ability to continue as a going concern include (a) the THPlasma Agreement, (b) raising additional debt or equity financing and (c) the acquisition of cash flow generating assets or businesses.
• Although the Company has been successful in raising funds in the past, and expects to do so in the future, there are no guarantees that it will be able to raise funds as anticipated.
• We intend to defend ourselves vigorously against this litigation [Puritan Partners LLC lawsuit].

Industry Context

Longevity Health Holdings operates in the bio-aesthetics market, focusing on longevity and healthy aging with cosmetic skincare and haircare products. The Elevai acquisition strengthens its product portfolio and sales channels. The pursuit of the THPlasma merger indicates a strategic move to potentially expand into regenerative medicine or related health sectors, aligning with broader trends in health and wellness. However, the Nasdaq delisting and significant financial challenges highlight the competitive and capital-intensive nature of the industry, particularly for smaller, emerging growth companies.

Comparison to Industry Standards

• NA The filing does not provide specific comparisons to industry benchmarks or comparable companies, projects, or results.

Corporate Governance

Legal Proceedings

• Puritan Partners LLC filed a complaint on November 8, 2023, alleging breach of obligations under Convertible Notes and Convertible Note Warrants, and untimely provision of freely tradable shares.
• Puritan seeks damages totaling $2,725,000 through November 1, 2023, plus additional fees, interest, costs, attorneys' fees, an order of foreclosure on its security interest, and other declaratory relief.
• An accrual for interest payable of $1,175,845 related to the Convertible Notes is carried as of September 30, 2025.
• In July 2024, the court dismissed four of the eight claims without prejudice.
• The case is currently in the discovery phase, expected to last into the fourth quarter of 2025.
• The company intends to defend itself vigorously, but an adverse outcome could materially affect its financial condition.

Related Party Transactions

• Brookline Capital Markets, a division of Arcadia Securities, LLC, acted as sales agent for the ATM Financing and placement agent for the 2025 Private Placement. A member of the company's board of directors is a managing partner of Brookline.
• Fees paid to Brookline: $0.06 million for ATM Financing, $0.19 million for 2025 Private Placement.

Stakeholder Impact

• Shareholders: Significant dilution expected from the THPlasma merger (Longevity shareholders to own ~11% of combined company). Nasdaq delisting negatively impacts liquidity and market perception. Potential for further dilution from future capital raises. Stock price volatility is a concern.
• Employees: Uncertainty regarding roles and potential retention challenges during the THPlasma merger process. Reduced headcount in R&D in Q1 2024.
• Customers: Continued commercialization of cosmetic products, including new products from Elevai acquisition, aims to serve discerning retail consumers and professional care providers.
• Creditors: Ongoing litigation with Puritan Partners LLC poses a financial risk, with a significant accrual for interest payable. Going concern doubts raise concerns about ability to satisfy liabilities.
• Suppliers/Collaborators: Uncertainty surrounding the THPlasma merger could affect relationships and decisions to work with the company.

Next Steps

• Close the THPlasma Merger, anticipated in Q1 2026, subject to various conditions including regulatory approvals and stockholder votes.
• Raise additional debt or equity financing to address liquidity concerns and fund operations.
• Acquire cash flow generating assets or businesses as part of the strategy to alleviate going concern doubts.
• Continue to defend vigorously against the Puritan Partners LLC litigation, with the discovery phase expected to last into Q4 2025.
• Implement additional review procedures and formal documentation policy to address identified material weaknesses in internal controls.
• Commercialize cosmetic skincare and haircare products, including those acquired in the Elevai Acquisition.
• Satisfy earnout liabilities and royalty payments related to the Elevai Acquisition.

Key Dates

Recommendation

The company faces severe financial distress, evidenced by its Nasdaq delisting, explicit 'going concern' warning, and negative net working capital. While sales increased due to an acquisition, the company continues to incur substantial losses and negative operating cash flow. The proposed THPlasma merger, while strategic, is highly conditional, involves significant dilution for existing shareholders, and the combined entity would still need substantial capital. The ongoing litigation and identified material weaknesses in internal controls further compound the risks. Given these fundamental issues and the high probability of further dilution or operational challenges, the stock presents a high-risk profile with significant downside potential.

Keywords

Longevity Health Holdings, 10-Q, Quarterly Report, SEC Filing, Bio-aesthetics, Skincare, Haircare, THPlasma Merger, Nasdaq Delisting, Going Concern, Elevai Acquisition, Private Placement, ATM Financing, Reverse Stock Split, Financial Results, Net Loss, Sales Growth, Operating Expenses, Litigation, Internal Controls, OTC Markets, Corporate Governance, Risk Factors, Capital Raise