This is a distressed financing from an existing secured lender on onerous terms — full asset lien, confession of judgment, and aggressive conversion discounts. The warrant repricing signals further dilution ahead. Monitor for potential default triggers (e.g., failure to file registration statement, CMU license termination) and watch for the additional note tranches if registration is declared effective. The going-concern opinion suggests equity may be at risk of restructuring.
Price Chart
Executive Summary
Longevity Health Holdings issued a $416,667 10% Senior Secured Convertible Note to existing lender Puritan Partners LLC, secured by all assets of the company and its subsidiaries. The note carries a fixed conversion price of $0.50/share (or 80% of 5-day VWAP as an alternative), and existing warrants were repriced downward from $3.3557 to $1.38, increasing potential dilution. The company disclosed a going-concern opinion in its most recent 10-K, and this financing appears to be a distressed capital raise from the same lender that already holds $2.35M in existing notes.
Key Financial Metrics
Key Facts
- Issued $416,667 10% Senior Secured Convertible Note due February 29, 2028 to Puritan Partners LLC
- Note convertible at $0.50/share fixed or 80% of 5-day VWAP (Alternative Conversion Price)
- Full first-priority security interest granted on all assets of company and subsidiaries (Elevai Skincare, Carmell Regen Med, Carmell Cosmetics)
- Existing warrants issued Jan 2, 2025 repriced from $3.3557 to $1.38, increasing issuable shares from 292,929 to 712,307
- Company has going-concern opinion in FY2025 10-K, acknowledged in the filing
- Proceeds used for working capital; company restricted from Variable Rate Transactions while notes outstanding
- Registration statement for resale of underlying shares must be filed within 30 days
- Additional notes of up to $277,777 may be issued at Purchaser's discretion upon registration effectiveness
Financial Impact
Adds $416,667 in secured debt with 10% cash interest; potential dilution from conversion at $0.50/share or lower alternative price; warrant repricing adds 419,378 potential shares; existing $2.35M in notes from same lender already outstanding
Risk Factors
- Full asset security interest subordinates all unsecured creditors and could lead to loss of control upon default
- Conversion at Alternative Conversion Price (80% of 5-day VWAP) could cause severe dilution if stock price remains low
- Confession of judgment clause allows holder to obtain judgment without notice upon uncured default
- Existing warrants repriced lower increases overhang and potential dilution
- Going-concern opinion indicates risk of bankruptcy or restructuring
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001437749-26-029714 |
| Exhibit: ex_1012639.htm | 0001437749-26-029714 |
| Exhibit: ex_1012640.htm | 0001437749-26-029714 |
| Exhibit: ex_1012642.htm | 0001437749-26-029714 |
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% | $0.1120 (+46.67%) |
Aug 17, 2026 10w ago | 8-K | $2.32 $2.32 | · 0.00% | ▲ +1.98% | $0.1120 (−95.17%) |
Aug 14, 2026 10w ago | 8-K | $2.32 $2.32 | · 0.00% | ▼ −1.98% | $0.1120 (+95.17%) |
US Market Status
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