This restructure adds no cash but massive convertible overhang at $0.50/share, with 61.99M shares reserved for conversion. Existing warrant adjustments from $3.36 to $1.38 will add 419K more shares. Watch for rapid conversion by Puritan Partners into the OTC market, which could drive severe price erosion. Monitor for any registration statement filing within 30 days and subsequent resales.
Price Chart
Executive Summary
Longevity Health Holdings (XAGE) entered into a debt restructure with Puritan Partners LLC on August 13, 2026, exchanging $1.25M in existing notes and warrants for $2.35M in new 10% senior secured convertible notes due Feb 2028, with a $0.50/share conversion price. The transaction provides no new cash (Section 3(a)(9) exchange), terminates the prior securities purchase agreement, and forces conversion price adjustments on outstanding warrants. The CFO Bryan Cassaday signed all documents, and the company granted a first-priority security interest in all assets to Puritan Partners.
Key Financial Metrics
Key Facts
- Issued $1.25M Initial Note and $1.1M Additional Note to Puritan Partners, both 10% senior secured convertible due Feb 13, 2028
- Zero new cash raised—exchange under Section 3(a)(9) of Securities Act for cancellation of existing $1.25M note and warrants
- Conversion price fixed at $0.50/share, with alternative conversion at 80% of 5-day VWAP if stock below $0.50
- Existing warrants (Jan 2, 2025) trigger adjustment: exercise price from $3.3557 to $1.38, shares issuable from 292,929 to 712,307
- Mandatory prepayment required on sale of all/substantially all assets, change of control, or qualified offering ($8M+ raise)
- Company required to reserve initially 61,991,347 shares for conversion—indicating massive dilution potential
- Negative covenants restrict new debt, liens, dividends, affiliate transactions over $100K (needs holder approval)
- Events of default include CMU license termination, payments to Rajiv Shukla, or lapse of registration statement >20 consecutive days
Financial Impact
No new cash raised; $2.35M in convertible debt issued with 10% interest; mandatory reserve of ~62M shares implies potential dilution exceeding 500% of current float
Risk Factors
- Massive dilution—61.99M shares reserved, likely far exceeding current outstanding shares on OTC listing
- No new capital injected despite increasing total debt to $2.35M in senior secured obligations
- Triggered warrant repricing from $3.36 to $1.38 adds near-term share overhang
- 10% cash interest payments on $2.35M ($235K annually) strain limited liquidity without new operating revenue
- Negative covenants and event-of-default provisions give Puritan Partners significant control over operations
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 3 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001437749-26-028011 |
| Exhibit: ex_1004750.htm | 0001437749-26-028011 |
| Exhibit: ex_1004751.htm | 0001437749-26-028011 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Sep 4, 2026 7w ago | 8-K | $0.2100 $0.1200 | ▲ +42.86% | ▲ +44.82% | $0.1111 (+47.10%) |
Aug 17, 2026 10w ago | 8-K | $2.32 $2.32 | · 0.00% | ▲ +1.98% | $0.1111 (−95.21%) |
Aug 14, 2026 10w ago | 8-K | $2.32 $2.32 | · 0.00% | ▼ −1.98% | $0.1111 (+95.21%) |
US Market Status
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