Quarterly Report for Quarter Ending June 30, 2026 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying unaudited condensed consolidated financial statements and the related notes contained in Part I, Item 1 of this Quarterly Report on Form 10-Q (this "Quarterly Report"), and our audited consolidated financial statements and the notes thereto, Part I - Item 1A. "Risk Factors" and Part II - Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the "2025 Annual Report"). Unless the context requires otherwise, references in this Quarterly Report to "Longevity," the "Company," "we," "us," or "our" are intended to refer to Longevity Health Holdings, Inc., a Delaware corporation, and its consolidated subsidiaries.

Cautionary Statement Regarding Forward-Looking Statements

This Quarterly Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking statements on our current expectations, assumptions and projections about future events. These forward-looking statements involve known and unknown risks and uncertainties that are difficult to predict and could cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as "may," "should," "could," "would," "expect," "plan," "future," "intend," "anticipate," "likely," "believe," "estimate," "continue," or the negative of such terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements include, but are not limited to, statements and expectations regarding our expected future growth and our ability to manage such growth, our estimates regarding anticipated operating losses, future revenue, capital requirements and our needs for, and ability to raise, financing in the future, our success in retaining or recruiting officers, key employees or directors, factors relating to our business, operations and financial performance, including our ability to commercialize our products, market acceptance of our products, our ability to compete effectively, market conditions within our industry, our ability to respond and adapt to change in technology or customer behavior as well as all other statements other than statements of historical fact included in this Quarterly Report. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other filings we make with the U.S. Securities and Exchange Commission (the "SEC"), including those described under Part I, Item 1A, "Risk Factors" in the 2025 Annual Report. These forward-looking statements represent our estimates and assumptions as of the filing date of this Quarterly Report. We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Overview

We are a bio-aesthetics company focused on longevity and healthy aging. Our cosmetic skincare and haircare products support skin and hair health and are tailored to meet the demanding technical requirements of professional care providers and discerning retail consumers. Our product pipeline also includes innovative regenerative bone and tissue healing products on which further research and development has been paused. We sell our cosmetic products primarily in the United States through three channels, including business-to-business, direct-to-consumer and distributor sales channels.

Recent Developments

Puritan Settlement

As detailed in Note 9 to the accompanying unaudited condensed consolidated financial statements, Puritan Partners LLC ("Puritan") commenced an action captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., Index No. 655566/2023 (Supreme Court of the State of New York, County of New York) (the "Action"), against the Company and its subsidiary, Carmell Regen Med Corporation (f/k/a Carmell Therapeutics Corporation) ("Carmell Regen"), asserting claims for declaratory judgment, breach of contract, conversion, foreclosure, replevin, and indemnification arising out of the Convertible Note and warrant to purchase Company common stock issued to Puritan in January 2022.

On August 13, 2026 (the "Puritan Closing Date"), the Company, Carmell Regen, and Puritan entered into a Settlement Agreement (the "Settlement Agreement") to resolve the Action and all related claims. Pursuant to the Settlement Agreement, the Company exchanged the Convertible Note issued to Puritan in 2022 for a new Senior Secured Convertible Note of the Company in the principal amount of $1,250,000 (the "Initial Note"). In addition, the Company issued Puritan a new Senior Secured Convertible Note in the principal amount of $1,100,000 (the "Additional Note" and, together with the Initial Note, the "Notes") in exchange for cancellation of the warrant issued to Puritan in 2022. These Notes bear interest at 10% per annum, mature on February 13, 2028, and are convertible at a fixed conversion price of $0.50 per share, subject to an alternative conversion price (at Puritan's election) equal to 80% of the average closing trade price of the Company's common stock over the five trading days preceding conversion, if lower. The Company is required to offer to prepay the Notes with 25% of gross proceeds from certain future debt or equity issuances. The Notes are senior secured obligations, guaranteed by all subsidiaries of the Company, except Elevai Skincare, Inc., and are secured by a first-priority lien on the assets of these entities. The Company exchanged mutual general releases and agreed to file a registration statement covering resale of the shares issuable upon conversion of the Notes within 30 days of the Puritan Closing Date and file a stipulation dismissing the Action without prejudice within 3 business days of such date. See Note 13 to the accompanying unaudited condensed consolidated financial statements for further details.

Private Placement

On March 16, 2026 (the "Closing Date"), we closed a private placement (the "PIPE"), whereby we received gross proceeds of approximately $200,000 for the sale of 689,656 shares of our common stock, par value $0.0001 per share ("Common Stock"), at an offering price of $0.29 per share, to International Capital Partners LLC, a Florida limited liability company ("ICP"). We incurred approximately $10,000 in issuance costs related to the PIPE. The shares of Common Stock were offered and sold in the PIPE in reliance on the exemption from the registration requirements of the Securities Act, pursuant to Section 4(a)(2) thereof and/or Rule 506(c) of Regulation D promulgated thereunder, and applicable state securities laws.

Chairman and Chief Executive Officer Transition

Effective as of the Closing Date, we and Rajiv Shukla, our former Chairman and Chief Executive Officer, mutually agreed that Mr. Shukla would no longer serve as our Chairman, director and Chief Executive Officer. In connection with Mr. Shukla's separation from the Company, he and the Company entered into a separation and release of claims agreement, dated March 13, 2026 (the "Separation Agreement"), pursuant to which Mr. Shukla would receive a monthly payment of $30,000 for a period of 12 months (the "Severance Period"), beginning in April 2026; provided that the Severance Period will increase to 18 months in the event that, within three months following the effective date of the Separation Agreement, the Company consummates a transaction or transactions resulting in any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming a "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the total power to vote for the election of directors of the Company. In addition, Mr. Shukla may receive a one-time, lump sum cash payment in satisfaction of his accrued and unpaid bonus in the amount of four hundred and eighty thousand dollars ($480,000) upon the closing of a capital raise of at least one million dollars ($1,000,000).

Janakiram Ajjarapu was appointed by the Company's Board of Directors (the "Board") as a director of the Company, the Chairman of the Board and the Company's Chief Executive Officer effective as of the Closing Date. Mr. Ajjarapu is the managing member of, and holds a direct minority membership interest in, ICP and serves as the trustee of a family trust that holds the remaining outstanding membership interests in ICP.

Impact of Macroeconomic Events

Economic uncertainty in various global markets caused by political instability and conflicts, such as the conflicts in the Middle East, the ongoing Russia-Ukraine war and the related sanctions imposed against Russia, geopolitical tensions between the United States and China, the imposition and threat of tariffs and other trade restrictions by the U.S. government and foreign governments and related trade tensions have led to market disruptions, including significant volatility in commodity prices, credit and capital market instability, supply chain interruptions, high levels of inflation and fluctuating interest rates. Our business, financial condition, and results of operations could be materially and adversely affected by further negative impacts on the global economy and capital markets resulting from these global economic conditions, particularly if such conditions are prolonged or worsen. Although to date, our results of operations have not been materially impacted by these global economic and geopolitical conditions, it is impossible to predict the extent to which our operations may be impacted in the short- and long-term. The extent and duration of these market disruptions are impossible to predict. Any such disruptions may also magnify the impact of other risks described in Part I, Item 1A. "Risk Factors" in our 2025 Annual Report.

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States ("GAAP"). The preparation of these unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements, as well as the reported revenue, expenses and net loss incurred during the reporting periods. Our estimates are based on our historical experience and various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Going Concern and Management Plan

The unaudited condensed consolidated financial statements included elsewhere herein for the six months ended June 30, 2026, were prepared under the assumption that we would continue our operations as a going concern, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. As of June 30, 2026, we had cash of $35,471 and negative net working capital of $8,881,397, and a net loss of $3,315,003 and negative net cash flow from operations of $709,172 for the six months ended June 30, 2026.

We have incurred substantial recurring losses from continuing operations, have used, rather than provided, cash from our continuing operations, and are dependent on additional financing to fund future operations. These conditions raise substantial doubt about our ability to continue as a going concern within one year after the date our unaudited condensed consolidated financial statements were issued. The unaudited condensed consolidated financial statements included elsewhere herein do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Management's plans that may alleviate substantial doubt about our ability to continue as a going concern include the acquisition of cash flow-generating assets or businesses and raising additional debt or equity financing. Although the Company has been successful in raising capital 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.

Comparison of Results of Operations for the Three Months Ended June 30, 2026 and 2025

The following table sets forth our unaudited condensed consolidated results of operations for the three months ended June 30, 2026 and 2025:

		Three Months Ended June 30,										​		% Change
		2026				2025				Change
		(unaudited)										​				​
Gross sales		$	444,967			$	535,978			$	(91,011	)			(17	%)
Discounts and allowances			(48,976	)			(32,366	)			(16,610	)			51	%
Net sales			395,991				503,612				(107,621	)			(21	%)
Cost of sales			160,455				200,954				(40,499	)			(20	%)
Gross profit			235,536				302,658				(67,122	)			(22	%)
Operating expenses:				​				​				​				​
Selling and marketing			191,438				345,505				(154,067	)			(45	%)
Research and development			73,351				228,606				(155,255	)			(68	%)
General and administrative			681,559				1,564,967				(883,408	)			(56	%)
Depreciation and amortization of intangibles			13,338				22,184				(8,846	)			(40	%)
Total operating expenses			959,686				2,161,262				(1,201,576	)			(56	%)
Loss from operations			(724,150	)			(1,858,604	)			1,134,454				(61	%)
Other income (expenses), net			(1,159,140	)			(27,834	)			(1,131,306	)			4,064	%
Loss from continuing operations before income taxes			(1,883,290	)			(1,886,438	)			3,148				(0	%)
Income tax benefit			-				-				-				0	%
Net loss		$	(1,883,290	)		$	(1,886,438	)		$	3,148				(0	%)

Sales/Gross Profit

Gross sales decreased by $91,011 to $444,967 for the three months ended June 30, 2026 as compared to three months ended June 30, 2025. This decrease was principally attributable to lower demand for the Company's products, primarily due to increased competition in the bio-aesthetics market. Discounts and allowances related to these sales totaled $48,976 and $32,366 for the three months ended June 30, 2026 and 2025, respectively. The increase was driven by a higher level of promotions to drive product sales and reduce the Company's exposure to expiring inventory. Our net revenue, cost of goods sold, and gross profit on these sales were $395,991, $160,455, and $235,536, respectively, for the three months ended June 30, 2026, and $503,612, $200,954, and $302,658, respectively, for the three months ended June 30, 2025.

Operating Expenses

Selling and marketing expenses totaled $191,438 and $345,505 for the three months ended June 30, 2026 and 2025, respectively. This decrease was primarily driven by cost efficiencies, including headcount reductions in the Elevai business line, which was acquired in the first quarter of 2025.

Research and development expenses decreased by $155,255 to $73,351 for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. This decrease was driven by a reduction in internal resources dedicated to research and development activities.

General and administrative expenses were $681,559 and $1,564,967 for the three months ended June 30, 2026 and 2025, respectively. This decrease was primarily driven by lower legal and other professional fees and compensation costs.

Other Income (Expense), Net

Other expense, net, was $1,159,140 for the three months ended June 30, 2026, as compared to other expenses, net, of $27,834 for the corresponding period of 2025. During the 2026 period, we recorded an increase in the contingent liability for the Puritan Settlement of $1,174,155 and an inventory write-down of $38,917 related to expired raw materials and an increase in the reserve for excess inventory. This increase was partially offset by a $55,996 reduction in earnout liabilities for three months ended June 30, 2026 as compared to a $29,630 increase in such liabilities for the three months ended June 30, 2025.

Comparison of Results of Operations for the Six Months Ended June 30, 2026 and 2025

The following table sets forth our unaudited condensed consolidated results of operations for the six months ended June 30, 2026 and 2025:

		Six Months Ended June 30,										​		% Change
		2026				2025				Change
Gross sales		$	869,357			$	1,070,921			$	(201,564	)			(19	%)
Discounts and allowances			(81,602	)			(56,956	)			(24,646	)			43	%
Net sales			787,755				1,013,965				(226,210	)			(22	%)
Cost of sales			315,194				441,484				(126,290	)			(29	%)
Gross profit			472,561				572,481				(99,920	)			(17	%)
Operating expenses:				​				​				​				​
Selling and marketing			462,075				626,054				(163,979	)			(26	%)
Research and development			128,839				425,518				(296,679	)			(70	%)
General and administrative			1,905,913				2,840,128				(934,215	)			(33	%)
Depreciation and amortization of intangibles			28,376				46,136				(17,760	)			(38	%)
Total operating expenses			2,525,203				3,937,836				(1,412,633	)			(36	%)
Loss from operations			(2,052,642	)			(3,365,355	)			1,312,713				(39	%)
Other income (expenses), net			(1,262,361	)			(26,950	)			(1,235,411	)			4,584	%
Loss from continuing operations before income taxes			(3,315,003	)			(3,392,305	)			77,302				(2	%)
Income tax expense			-				-				-				0	%
Net loss			(3,315,003	)			(3,392,305	)			77,302				(2	%)

Sales/Gross Profit

Gross sales decreased by $201,564 to $869,357 for the six months ended June 30, 2026 as compared to six months ended June 30, 2025. This decrease was principally attributable to lower demand for the Company's products, primarily due to increased competition in the bio-aesthetics market. Discounts and allowances related to these sales totaled $81,602 and $56,956 for the six months ended June 30, 2026 and 2025, respectively. The increase was driven by a higher level of promotions to drive product sales and reduce the Company's exposure to expiring inventory. Our net revenue, cost of goods sold, and gross profit on these sales were $787,755, $315,194, and $472,561, respectively, for the six months ended June 30, 2026, and $1,013,965, $441,484, and $572,481, respectively, for the six months ended June 30, 2025.

Operating Expenses

Selling and marketing expenses totaled $462,075 and $626,054 for the six months ended June 30, 2026 and 2025, respectively. This decrease was primarily driven by cost efficiencies, including headcount reductions, in the Elevai business line, which was acquired in the first quarter of 2025.

Research and development expenses decreased by $296,679 to $128,839 for the six months ended June 30, 2026, as compared to the six months ended June 30, 2025. This decrease was driven by a reduction in internal resources dedicated to research and development activities.

General and administrative expenses were $1,905,913 and $2,840,128 for the six months ended June 30, 2026 and 2025, respectively. This decrease was principally due to a lower level of legal and other professional fees and compensation costs, partially offset by a $360,000 accrual for severance related to the separation of our former Chairman and Chief Executive Officer.

Other Income (Expense), Net

Other expense, net, was $1,262,361 for the six months ended June 30, 2026, as compared to other expenses, net, of $26,950 for the corresponding period of 2025. During the 2026 period, we recorded an increase in the contingent liability for the Puritan Settlement of $1,174,155 and an inventory write-down of $235,601 related to expired raw materials and a reserve for excess inventory. This increase was partially offset by a $152,049 reduction in earnout liabilities for the six months ended June 30, 2026 as compared to a $29,630 increase in such liabilities for the six months ended June 30, 2025.

Liquidity, Capital Resources, and Going Concern

As of June 30, 2026, we had cash of $35,471 and negative working capital of $8,881,397. In addition, we had a net loss of $3,315,003 and negative cash flows from operations of $709,172 for the six months ended June 30, 2026. Since our inception, we have financed operations principally through our issuances of debt and equity securities.

The cash available to us may not be sufficient to allow us to operate for the next 12 months due to our current and potential liabilities. We will need to raise additional capital through equity or debt issuances. If we are unable to raise additional capital, we may be required to take further measures to conserve liquidity, which could include, but are not limited to, curtailing operations and reducing overhead expenses. We cannot provide any assurance that any new financing will be available on commercially acceptable terms, if at all, or will be completed on a timely basis. These conditions raise substantial doubt about our ability to continue as a going concern.

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which contemplates the continuation of the Company as a going concern, the realization of assets, and the satisfaction of liabilities in the normal course of business. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty, or that may be necessary should we be unable to continue as a going concern.

Debt

As of June 30, 2026, we had outstanding debt totaling $61,298 related to the financing of insurance premiums and other short-term borrowing. In addition to our continuing insurance premium financing programs, we entered into a revolving credit facility in June 2026 offered and administered by Shopify, Inc .and originated and financed by WebBank, an FDIC-insured bank. Under the terms of the agreement, the Company received aggregate proceeds of $50,000 in June 2026, which is being repaid through a daily remittance of 25% of the Company's gross sales processed through the Shopify platform. See Note 8 to the accompanying unaudited condensed consolidated financial statements.

Cash Flows

The following table summarizes our unaudited condensed consolidated cash flows for the six months ended June 30, 2026 and 2025:

​

​

Six Months Ended June 30,

​

​

​

​

​

​

%

​

​

​

2026

​

​

2025

​

​

Change

​

​

Change

​

Net cash used in operating activities

​

$

(709,172

)

​

$

(1,589,143

)

​

$

879,971

​

​

​

(55%

)

Net cash used in investing activities

​

​

-

​

​

​

(165,000

)

​

​

165,000

​

​

​

(100%

)

Net cash provided by financing activities

​

​

37,903

​

​

​

3,148,203

​

​

​

(3,110,300

)

​

​

(99%

)

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2026 totaled $709,172 as compared to $1,589,143 in the same period of 2025. This improvement was driven by a decrease in our net operating loss of $1,312,713 for the six months ended June 30, 2026, relative to the comparable period of 2025, partially offset by an increase in accrued expenses and other liabilities of $393,050.

Investing Activities

During the six months ended June 30, 2025, we paid $150,000 of costs related to the Elevai Acquisition (as defined in Note 4 to the accompanying unaudited condensed consolidated financial statements) and $15,000 in offering costs related to the THPlasma merger agreement that was terminated in the fourth quarter of 2025.

Financing Activities

Net cash provided by financing activities was $37,903 and $3,148,203 for the six months ended June 30, 2026 and 2025, respectively. During the six months ended June 30, 2026, we closed the PIPE for net proceeds of $190,001 and borrowed $50,000 under a revolving credit facility as detailed in Note 8 to the accompanying unaudited condensed consolidated financial statements. In the comparable period of 2025, we closed a private placement and sold our common stock under an at-the-market facility for net proceeds of $3,397,476. Repayment of loans totaled $202,098 for the six months ended June 30, 2026 as compared to $249,273 in the comparable period of 2025.

Contingencies

On November 8, 2023, Puritan filed a complaint captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., Index No. 655566/2023 (New York Supreme Court, New York County), as detailed in Note 9 to the accompanying unaudited condensed consolidated financial statements.

On August 13, 2026 (the "Puritan Closing Date"), the Company, Carmell Regen, and Puritan entered into a Settlement Agreement (the "Settlement Agreement") to resolve the Action and all related claims. Pursuant to the Settlement Agreement, the Company exchanged the Convertible Note issued to Puritan for a new Senior Secured Convertible Note of the Company in the principal amount of $1,250,000 (the "Initial Note"). In exchange for cancellation of the Warrant, the Company issued Puritan a new Senior Secured Convertible Note in the principal amount of $1,100,000 (the "Additional Note" and, together with the Initial Note, the "Notes"). The Notes bear interest at 10% per annum, mature on February 13, 2028, and are convertible at a fixed conversion price of $0.50 per share, subject to an alternative conversion price (at Puritan's election) equal to 80% of the average closing trade price of the Company's common stock over the five trading days preceding conversion, if lower. The Company is required to offer to prepay the Notes with 25% of gross proceeds from certain future debt or equity issuances. The Notes are senior secured obligations, guaranteed by all subsidiaries of the Company, except Elevai Skincare, Inc., and are secured by a first-priority lien on the assets of these entities. The Company exchanged mutual general releases and agreed to file a registration statement covering resale of the shares issuable upon conversion of the Notes within 30 days of the Puritan Closing Date and file a stipulation dismissing the Action without prejudice within 3 business days of such date. See Note 13 to the accompanying unaudited condensed consolidated financial statements for further details.

Contractual Obligations and Commitments

In addition to financing obligations under our debt agreements, our contractual and commercial commitments include expenditures for operating leases and royalty payments. See Note 4 and Note 9 to the accompanying unaudited condensed consolidated financial statements for information on the royalties related to the Asset Purchase Agreement (as defined in Note 4 to the accompanying unaudited condensed consolidated financial statements) and the Yuva License (as defined in Note 9 to the accompanying unaudited condensed consolidated financial statements).

Emerging Growth Company and Smaller Reporting Company Status

The Jumpstart Our Business Startups Act of 2012 permits an "emerging growth company" to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. Although we qualify as an emerging growth company, we have elected not to "opt-out" of this provision and, as a result, we will adopt new or revised accounting standards at the time private companies adopt the new or revised accounting standard and will do so until such time that we either (i) irrevocably elect to "opt-out" of such extended transition period or (ii) no longer qualify as an emerging growth company.

We are also a "smaller reporting company," meaning that the market value of our stock held by non-affiliates is less than $700 million, and our annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue was less than $100 million during the most recently completed fiscal year, and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at the time that we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies. Specifically, as a smaller reporting company, we may choose to present only the two most recent fiscal years of audited financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure obligations regarding executive compensation.