{"filing":{"accession_number":"0001437749-26-028011","cik":"0001842939","ticker":"XAGEW","company_name":"Longevity Health Holdings, Inc.","form":"8-K","filing_date":"2026-08-14","report_date":"2026-08-13","primary_document":"xage20260805_8k.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1842939/000143774926028011/xage20260805_8k.htm"},"events":[{"id":27907,"run_id":25484,"accession_number":"0001437749-26-028011","anchor_item_number":"8.01","event_type":"material_litigation","event_domain":"legal","is_material":true,"confidence":0.85,"summary":"The Company and Carmell Regen settled litigation with Puritan, with parties agreeing to file a stipulation dismissing the case. The settlement is documented in a Settlement Agreement and involves material financial and operational consequences.","company_name":"Longevity Health Holdings, Inc.","ticker":"XAGEW","filing_date":"2026-08-14","form":"8-K","submitted_at":null,"items":[{"id":29627,"accession_number":"0001437749-26-028011","item_number":"8.01","item_title":"Other Events.","event_type":"material_litigation","event_domain":"legal","is_material":true,"confidence":0.85,"reasoning":"The disclosure describes settlement of litigation (the \"Action\") between the Company/Carmell Regen and Puritan, with parties agreeing to file a stipulation dismissing the case. This is a material litigation settlement that resolves a dispute and affects the Company's legal obligations and contingencies, warranting disclosure under Item 8.01 (Other Events).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27908,"run_id":25484,"accession_number":"0001437749-26-028011","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.93,"summary":"The Company issued $2.35 million in convertible notes (Initial Note of $1.25M and Additional Note of $1.1M) bearing 10% interest, maturing February 5, 2028, and secured by substantially all company assets. The notes include conversion rights, a 115% redemption premium, 15% default interest rate, and material covenants.","company_name":"Longevity Health Holdings, Inc.","ticker":"XAGEW","filing_date":"2026-08-14","form":"8-K","submitted_at":null,"items":[{"id":29622,"accession_number":"0001437749-26-028011","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.45,"reasoning":"This filing discloses entry into a Settlement Agreement resolving litigation and involving issuance of $2.35 million in convertible notes secured by substantially all assets and intellectual property of the Company and its subsidiaries. While the primary event is litigation settlement (typically legal_other), the Settlement Documents create material new debt obligations ($1.25M Initial Note + $1.1M Additional Note) with first-priority liens on substantially all company assets, which resembles a material debt restructuring or refinancing. The ambiguity between classifying this as legal settlement versus debt issuance reflects genuine uncertainty about whether the settlement itself or the resulting debt obligations are the principal disclosed event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29623,"accession_number":"0001437749-26-028011","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 1.02 discloses termination of material definitive agreements (the Existing Note and Warrant) in connection with transactions described in Item 1.01. The termination is part of a broader transaction involving issuance of new notes (Initial Note and Additional Note), which constitutes a material capital restructuring or refinancing activity. This falls within the M\u0026A/capital activity domain as a material transaction affecting the registrant's financial obligations and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29624,"accession_number":"0001437749-26-028011","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"This Item 2.03 discloses the creation of direct financial obligations through issuance of convertible notes (the \"Initial Note\" and \"Additional Note\") bearing 10% interest, maturing February 5, 2028, and secured by substantially all company assets. The disclosure details material terms including conversion rights, prepayment obligations, covenants, and default provisions with a 115% redemption premium and 15% default interest rate, which are hallmarks of a material debt issuance requiring 8-K disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"","ticker":null,"filing_date":""},{"id":29625,"accession_number":"0001437749-26-028011","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses issuance of convertible notes (the \"Initial Note\" and \"Additional Note\") to Puritan in exchange for an existing note and warrant, structured as an unregistered transaction under Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act. The company has committed to reserve shares sufficient to cover four times the maximum conversion amount and to file a registration statement within 30 days, indicating material dilution potential to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":27909,"run_id":25484,"accession_number":"0001437749-26-028011","anchor_item_number":"5.02","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Scott Frisch resigned from the Board of Directors effective August 11, 2026. The resignation was not due to disagreement with the Company.","company_name":"Longevity Health Holdings, Inc.","ticker":"XAGEW","filing_date":"2026-08-14","form":"8-K","submitted_at":null,"items":[{"id":29626,"accession_number":"0001437749-26-028011","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Scott Frisch resigned from the Board of Directors effective August 11, 2026. This is a clear departure of a director from the registrant. The disclosure explicitly states the resignation was not due to disagreement, indicating an orderly transition, but the departure itself remains a material change in board composition that would affect a reasonable investor's assessment of governance and leadership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":29622,"accession_number":"0001437749-26-028011","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.45,"reasoning":"This filing discloses entry into a Settlement Agreement resolving litigation and involving issuance of $2.35 million in convertible notes secured by substantially all assets and intellectual property of the Company and its subsidiaries. While the primary event is litigation settlement (typically legal_other), the Settlement Documents create material new debt obligations ($1.25M Initial Note + $1.1M Additional Note) with first-priority liens on substantially all company assets, which resembles a material debt restructuring or refinancing. The ambiguity between classifying this as legal settlement versus debt issuance reflects genuine uncertainty about whether the settlement itself or the resulting debt obligations are the principal disclosed event.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"Longevity Health Holdings, Inc.","ticker":"XAGEW","filing_date":"2026-08-14"},{"id":29623,"accession_number":"0001437749-26-028011","item_number":"1.02","item_title":"Termination of a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Item 1.02 discloses termination of material definitive agreements (the Existing Note and Warrant) in connection with transactions described in Item 1.01. The termination is part of a broader transaction involving issuance of new notes (Initial Note and Additional Note), which constitutes a material capital restructuring or refinancing activity. This falls within the M\u0026A/capital activity domain as a material transaction affecting the registrant's financial obligations and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"Longevity Health Holdings, Inc.","ticker":"XAGEW","filing_date":"2026-08-14"},{"id":29624,"accession_number":"0001437749-26-028011","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"This Item 2.03 discloses the creation of direct financial obligations through issuance of convertible notes (the \"Initial Note\" and \"Additional Note\") bearing 10% interest, maturing February 5, 2028, and secured by substantially all company assets. The disclosure details material terms including conversion rights, prepayment obligations, covenants, and default provisions with a 115% redemption premium and 15% default interest rate, which are hallmarks of a material debt issuance requiring 8-K disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"Longevity Health Holdings, Inc.","ticker":"XAGEW","filing_date":"2026-08-14"},{"id":29625,"accession_number":"0001437749-26-028011","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"The filing discloses issuance of convertible notes (the \"Initial Note\" and \"Additional Note\") to Puritan in exchange for an existing note and warrant, structured as an unregistered transaction under Section 3(a)(9) and/or Section 4(a)(2) of the Securities Act. The company has committed to reserve shares sufficient to cover four times the maximum conversion amount and to file a registration statement within 30 days, indicating material dilution potential to existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"Longevity Health Holdings, Inc.","ticker":"XAGEW","filing_date":"2026-08-14"},{"id":29626,"accession_number":"0001437749-26-028011","item_number":"5.02","item_title":"Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.","event_type":"exec_departure","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Scott Frisch resigned from the Board of Directors effective August 11, 2026. This is a clear departure of a director from the registrant. The disclosure explicitly states the resignation was not due to disagreement, indicating an orderly transition, but the departure itself remains a material change in board composition that would affect a reasonable investor's assessment of governance and leadership.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"Longevity Health Holdings, Inc.","ticker":"XAGEW","filing_date":"2026-08-14"},{"id":29627,"accession_number":"0001437749-26-028011","item_number":"8.01","item_title":"Other Events.","event_type":"material_litigation","event_domain":"legal","is_material":true,"confidence":0.85,"reasoning":"The disclosure describes settlement of litigation (the \"Action\") between the Company/Carmell Regen and Puritan, with parties agreeing to file a stipulation dismissing the case. This is a material litigation settlement that resolves a dispute and affects the Company's legal obligations and contingencies, warranting disclosure under Item 8.01 (Other Events).","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-08-14T20:23:59.057327+00:00","company_name":"Longevity Health Holdings, Inc.","ticker":"XAGEW","filing_date":"2026-08-14"}]}