Failure to Satisfy Listing Rule (Form 8-K)

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On September 10, 2025, Longevity Health Holdings, Inc., a Delaware corporation (the "Company") received written notice from the Nasdaq Stock Market LLC ("Nasdaq") indicating that the Company had not cured the previously reported deficiency with respect to Nasdaq Listing Rule 5550(b)(2) and as a result, the Panel determined to delist the Company's securities from the Nasdaq Capital Market at the open of trading on September 12, 2025. The Company's common stock and warrants began trading publicly on the over-the-counter markets operated by OTC Markets Group, Inc. ("OTC") at the open of trading on September 12, 2025.

The transition to the OTC marketplace is not expected to affect the Company's operations. The Company will continue to file periodic and other required reports pursuant to the Securities Exchange Act of 1934, as amended, with the U.S. Securities and Exchange Commission (the "SEC"). The Company believes that the OTC marketplace will continue to provide liquidity for stockholders during this transitional period.

Notwithstanding the delisting of the Company's securities from Nasdaq, it remains the intention of the Company to continue to pursue the previously disclosed merger with True Health Inc., as well as the listing of the combined company's securities on Nasdaq.