8-K: Shorepower Pivots to Longevity, Merges with Aeternum Health

Shorepower Technologies, Inc. is set to merge with Aeternum Health LLC, spinning out its electrification business to focus on longevity and optimal health solutions.

Summary

• Shorepower Technologies, Inc. (SPEV) has entered into a Merger Agreement with Aeternum Health LLC, a company focused on developing services, products, and solutions to increase longevity and achieve optimal health.
• Shorepower will be the surviving entity but will spin out its current transportation electrification equipment business (Truck Stops, electric Transport Refrigeration Units, and Electric Vehicle Supply Equipment).
• The company will change its name to Aeternum Health Inc., request a new trading symbol, and increase its authorized shares from 100 million to 250 million.
• Jeff Kim, Shorepower's current President and CEO, will resign and appoint Paul Mann, the Manager of Aeternum Health, as the new President, CEO, and sole member of the Board of Directors.
• As consideration for the merger, Shorepower will issue Paul Mann shares constituting 51% ownership of its common stock (42,000,000 shares) and 2,000,000 shares of Series B preferred stock, each with a voting power of 40 common stock shares.
• Aeternum Health will transfer assets including know-how and data from a single patient related to a novel peptide mix for longevity and anti-aging, any resulting intellectual property, a minimum of $1.5 million cash, and a business for commercializing this peptide mix.
• Jeff Kim has agreed to cancel a total of 13,000,000 shares of his Shorepower common stock ownership in three stages, tied to the closing date and two subsequent anticipated mergers arranged by Aeternum Health.
• Jeff Kim also granted Aeternum Health a one-year option to purchase 10,000,000 shares of his common stock at a price of $0.02 per share.
• The closing of the merger is subject to customary conditions, including Shorepower receiving audited financial statements from Aeternum Health since its inception in October 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a highly speculative pivot. While the new management brings relevant experience, the business is based on extremely early-stage assets with significant execution and funding risks, outweighing the initial cash injection and share cancellation.

Positives

• The company is pivoting to the potentially high-growth and innovative sector of longevity and anti-aging, which could attract new investor interest.
• Aeternum Health brings a minimum of $1.5 million in cash to the surviving entity, providing immediate liquidity for the new business direction.
• New President and CEO, Paul Mann, possesses extensive experience in healthcare, biotechnology, and finance, including leadership roles at Nasdaq-listed companies and significant investment management expertise.
• The outgoing CEO, Jeff Kim, has agreed to cancel a total of 13,000,000 shares of his common stock, which could mitigate some dilution for other shareholders.

Negatives

• The company is abandoning its existing transportation electrification business, representing a complete and radical shift in its core operations and market focus.
• Aeternum Health was formed recently in October 2025, and its primary asset, a 'novel peptide mix,' is based on 'know-how and data from a single patient,' indicating an extremely early and highly speculative stage of development.
• The valuation and commercial viability of the novel peptide mix and related intellectual property are not fully detailed, making it difficult to assess the true value of the acquired assets beyond the cash contribution.
• The issuance of 51% of common stock and 2,000,000 shares of Series B preferred stock (with significant voting power) to Paul Mann will result in substantial dilution and a complete change of control for existing shareholders.

Risks

• The success of the new business is highly dependent on the successful development and commercialization of a novel peptide mix for longevity and anti-aging, which is an inherently high-risk endeavor given its early stage of development (data from a single patient).
• The company faces significant operational and market risks in transitioning from transportation electrification to a highly specialized biotechnology focus.
• Future anticipated mergers in the healthcare industry, to be arranged by Aeternum Health, introduce additional integration, execution, and financial risks.
• The company will need to obtain and file audited financial statements for Aeternum Health, which was recently formed, and pro forma financial information, which could reveal unforeseen financial challenges or liabilities.
• The spin-out of the Shorepower Business assets and liabilities within 90 days following the Effective Date could involve complexities and potential liabilities.

Future Outlook

The company will entirely pivot its business to developing services, products, and solutions focused on increasing longevity and achieving optimal health, based on a novel peptide mix. This includes the commercialization of this peptide mix and anticipated future mergers in the healthcare industry. The authorized share capital will be significantly increased to support this new business plan.

Management Comments

• Jeff Kim, the President and CEO of Shorepower, will resign as an officer and as the sole director of Shorepower and will appoint the Manager of Aeternum Health, Paul Mann, as President and CEO of the Company and its sole member of the Board of Directors.
• The Company will then spin out its current assets involving the design, manufacturing and operation of transportation electrification equipment for Truck Stops, electric Transport Refrigeration Units and Electric Vehicle Supply Equipment and focus on developing services, products and solutions to increase longevity and achieve optimal health.
• Jeff Kim has agreed to cancel 8,287,500 shares of Shorepower common stock that he now owns as of the closing date and following two anticipated mergers in the healthcare industry to be arranged by Aeternum Health after the closing date, Jeff Kim will agree to cancel an additional 2,275,000 shares of Shorepower common stock he now owns and at the third closing, Jeff Kim will cancel an additional 2,527,258 shares of Shorepower common stock that he now owns for a total cancellation of 13,000,000 shares of his current ownership of Shorepower common stock.

Industry Context

StockSavvy.ai notes this strategic pivot aligns with a growing trend in the healthcare and biotechnology sectors towards longevity and anti-aging research, driven by increasing consumer demand and scientific advancements. The shift from transportation electrification to a highly specialized biotech focus represents a complete re-positioning of the company, moving it into a competitive but potentially lucrative market segment. The entry of an experienced biotech executive like Paul Mann suggests a serious commitment to this new direction, potentially attracting investor interest from the healthcare space rather than the industrial sector.

Comparison to Industry Standards

• The acquisition of 'know-how and data from a single patient' for a novel peptide mix is an extremely early-stage asset, far from typical clinical trial milestones seen in established biotech companies like Pfizer or Moderna, or even early-stage biotechs with preclinical data from multiple studies.
• The $1.5 million cash injection is modest for a biotech company aiming to develop and commercialize novel therapies, especially when compared to the significant capital raises common for companies entering drug development, which often require tens to hundreds of millions for preclinical and early clinical trials.
• Paul Mann's background at ASP Isotopes Inc. (Nasdaq:ASPI), PolarityTE, Inc. (Nasdaq: PTE), and Varian Biopharma suggests experience in bringing early-stage science to market, which is a critical asset for this type of pivot, though the specific stage of Aeternum Health's assets is notably nascent.

Management Changes

Corporate Governance

Related Party Transactions

• Issuance of 51% of common stock and 2,000,000 Series B preferred shares to Paul Mann, who will become the new CEO and sole director.
• Jeff Kim, the outgoing CEO and director, agreeing to cancel 13,000,000 shares of common stock and granting an option to Aeternum Health to purchase 10,000,000 shares at $0.02 per share.

Stakeholder Impact

• Shareholders: Significant dilution from new share issuance and potential future capital raises. Existing shareholders are now invested in a high-risk, early-stage biotech venture instead of transportation electrification. Share cancellation by Jeff Kim could mitigate some dilution.
• Employees: The filing indicates Shorepower 'only has one employee' (likely Jeff Kim). The spin-out of the Shorepower Business implies that any employees associated with that business will transfer to a new entity, or their employment status will change. The new Aeternum Health business will likely require new hires with biotech expertise.
• Customers: Existing customers of Shorepower's transportation electrification equipment will be impacted by the spin-out of that business to a separate entity. New customers will be in the longevity and anti-aging market.
• Creditors: The transfer of Shorepower Business liabilities to another entity could affect creditors of the original business. The $1.5 million cash injection could improve the immediate liquidity of the surviving entity.

Next Steps

• Shorepower to receive audited financial statements from Aeternum Health within 25 days of February 17, 2026.
• Shorepower to file all required SEC Reports in connection with the Merger within five business days of February 17, 2026.
• Closing of the Merger, subject to customary conditions, by March 31, 2026.
• Jeff Kim to facilitate the transfer of all assets and liabilities of the Shorepower Business into another entity within 90 days following the Effective Date.
• Shorepower to change its name to Aeternum Health Inc. and request a new trading symbol through FINRA.
• Shorepower to increase its authorized shares from 100 million to 250 million.
• Jeff Kim to cancel 8,287,500 shares of common stock at closing.
• Jeff Kim to cancel an additional 2,275,000 shares after two anticipated healthcare industry mergers arranged by Aeternum Health.
• Jeff Kim to cancel a further 2,527,258 shares after the third closing.
• Aeternum Health will have a one-year option from the Effective Date to purchase 10,000,000 shares of STI Common Stock from Jeff Kim at $0.02 per share.
• Shorepower to file an amendment to the 8-K within 71 calendar days of the initial filing date with Aeternum Health's financial statements and pro forma financial information.

Key Dates

Recommendation

This filing details a complete and highly speculative pivot from an established (albeit small) business in transportation electrification to an extremely early-stage biotechnology venture based on 'know-how and data from a single patient.' While the new CEO has relevant experience, the assets are nascent, the cash injection is modest for biotech R&D, and existing shareholders face significant dilution and a complete change in investment thesis. The risks associated with this radical shift, coupled with the early stage of the new core asset, make this a high-risk proposition with an unfavorable outlook for current investors.

Keywords

longevity, anti-aging, peptide mix, biotechnology, healthcare, merger, corporate pivot, reverse merger, SEC filing, Shorepower Technologies, Aeternum Health, SPEV