8-K: Longevity Health Holdings Announces Strategic Merger with THPlasma, Terminates Prior BioLabs Deal

Longevity Health Holdings, Inc. has entered into a definitive all-stock merger agreement with True Health Inc. (THPlasma), a rapidly growing plasma collection company, while simultaneously terminating its previous merger agreement with 20/20 BioLabs, Inc. without penalty.

Summary

• Longevity Health Holdings, Inc. (Nasdaq: XAGE) has signed a definitive merger agreement with True Health Inc. (THPlasma), a plasma collection company, in an all-stock transaction.
• Upon closing, THPlasma will become a wholly-owned subsidiary of Longevity, and Longevity will acquire Truehealth Management Group LLC's (TMG) FDA Product Approvals for True Health's products.
• True Health is valued at $59 million, with consideration paid in 19,666,667 shares of Longevity Common Stock, based on a $3.00 per share valuation for Longevity stock.
• An additional $20 million earnout, equivalent to 6,666,667 shares of Longevity Common Stock, is contingent on THPlasma achieving specific financial results post-closing.
• The aggregate consideration for the License Purchase of FDA Product Approvals from TMG is $5 million in cash, payable by Longevity upon the consummation of a Qualified Financing of at least $5 million.
• The transaction is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including stockholder approvals from both companies and Nasdaq listing approval.
• Longevity has mutually terminated its previously announced merger agreement with 20/20 BioLabs, Inc., with no termination fees or other payments due to any party.

Sentiment

Score: 8

Explanation: The document presents a highly positive outlook on the merger, emphasizing the strategic benefits, strong growth projections for the acquired entity, and favorable valuation terms. The termination of the previous deal without penalty is also a positive. The only minor detractor is the contingent nature of the license purchase payment on a future financing, but this is presented as a condition rather than a problem.

Positives

• THPlasma is described as a leading player in the fast-growing plasma collection industry, addressing a U.S. shortfall in plasma and plasma-derived therapeutics.
• THPlasma is rapidly expanding its footprint, ramping up from 2 centers in FY2024 to 5 centers (in New Jersey and Pennsylvania) in FY2025.
• THPlasma has secured guaranteed sales offtake agreements totaling $100 million in annual sales.
• THPlasma achieved cash profitability in FY2024.
• THPlasma projects significant growth, with estimated FY2025 revenue of $10 million, EBITDA of $2 million, and net income of $1 million.
• Further strong growth is projected for THPlasma in FY2026, with estimated revenue of $32 million (approximately 220% year-over-year growth), EBITDA of $7 million (250% year-over-year growth), and net income of $4 million (approximately 325% year-over-year growth).
• The valuation of THPlasma at 2.5 times FY2026E revenue (inclusive of earnout) is presented as an attractive multiple.
• Longevity's stock is valued at $3.00 per share for the merger, representing a 12% premium to its closing price on July 11, 2025.
• There are no cash conditions precedent to the merger closing, simplifying the transaction structure.
• The merger is expected to supercharge THPlasma's growth by unlocking access to public markets and future M&A opportunities.
• The leadership teams are strategically aligned to fuel innovation, accelerate scale, and deliver value.
• Longevity plans to drive further growth in THPlasma through both M&A and organic expansion.

Negatives

• The previous merger agreement with 20/20 BioLabs, Inc. was terminated, which could indicate prior strategic shifts or challenges.
• The $20 million earnout for THPlasma is contingent on the achievement of future financial results, introducing an element of uncertainty regarding the full consideration.
• The $5 million cash consideration for the License Purchase is dependent on Longevity securing a 'Qualified Financing' of at least $5 million, indicating a potential future capital raise requirement.

Risks

• Inability to obtain regulatory approvals required to consummate the Merger on the terms expected, at all, or in a timely manner.
• Failure of conditions to the Closing and the ability of the parties to consummate the Merger on a timely basis or at all.
• Failure of the Merger to deliver the estimated value and benefits expected by Longevity.
• Incurrence of unexpected future costs, liabilities, or obligations as a result of the Merger.
• The effect of the announcement of the Merger on the ability of Longevity or True Health to retain and hire necessary personnel and maintain relationships with material commercial counterparties, consumers, and others.
• The inability of Longevity to successfully integrate True Health's operations over time.
• The inability of Longevity to successfully implement its plans, forecasts, and other expectations with respect to True Health's business after the Closing.
• Risk that as a result of adjustments to the Exchange Ratio, each company's stockholders could own more or less of the combined company than is currently anticipated.
• Risks related to the market price of Longevity's common stock relative to the value suggested by the Exchange Ratio.
• Risks related to Longevity's ability to maintain its listing on the Nasdaq Capital Market and to manage its operating expenses and its expenses associated with the proposed Merger pending the Closing.
• Other risks and uncertainties inherent in a transaction of this size and nature.
• The general strength of the economy and other economic conditions.
• Risks related to the diversion of management's attention from Longevity's ongoing business.
• The ability to recognize anticipated benefits from commercial products, R&D pipeline, and distribution agreements.
• Changes in applicable laws or regulations.
• A final and nonappealable monetary judgment by a court from the ongoing Puritan litigation resulting in an aggregate payment by Parent in excess of $4,000,000 would constitute a Parent Material Adverse Effect.

Future Outlook

The combined company is expected to continue trading on Nasdaq under the symbol XAGE. Management anticipates that the merger will significantly accelerate growth by providing access to public markets and enabling future merger and acquisition opportunities for THPlasma. Longevity aims to drive further growth in THPlasma through both strategic acquisitions and organic expansion initiatives.

Management Comments

• Mr. George Chi, Founder and CEO of THPlasma: "I am thrilled to announce our merger with Longevity, a transformative step expected to supercharge our growth by unlocking access to public markets and future M&A opportunities. Our teams are strategically aligned to fuel innovation, accelerate scale, and deliver value across the board. This is an exciting milestone in our journey, and I look forward to the incredible opportunities ahead as we build the future together through our disciplined execution approach."
• Mr. Rajiv Shukla, Chairman and CEO of Longevity: "We are excited to announce a significant inflection point in our shareholder value creation journey. Our merger with a rapidly growing, cash-profitable business valued at an attractive multiple will benefit our shareholders. We expect to drive further growth in THPlasma through M&A and organic growth."

Industry Context

This merger represents a strategic expansion for Longevity Health Holdings, which focuses on human longevity and healthy aging, into the plasma collection industry. Longevity's existing portfolio includes Carmell Therapeutics (plasma-derived growth factors) and Elevai Skincare (exosomes). By acquiring THPlasma, a leading player in plasma collection, Longevity is integrating a critical component of the supply chain for plasma-derived therapeutics. The document highlights a significant shortfall in plasma and plasma-derived therapeutics in the United States, despite the country supplying over 60% of the world's plasma, indicating a strong and growing market need that THPlasma is positioned to address.

Comparison to Industry Standards

• THPlasma is characterized as a 'leading player' in the 'fast growing plasma collection industry,' indicating a strong market position.
• The U.S. is noted to supply over 60% of the world's plasma, yet faces a shortfall, underscoring the high demand and strategic importance of plasma collection businesses like THPlasma.
• THPlasma's valuation at 2.5 times FY2026E revenue (inclusive of earnout) is presented as an 'attractive multiple,' suggesting it compares favorably to industry benchmarks, though specific comparable company multiples are not provided.
• THPlasma's projected growth rates for FY2026 (220% YoY revenue, 250% YoY EBITDA, 325% YoY net income) are exceptionally high, indicating a strong growth trajectory relative to typical industry averages.

Management Changes

Corporate Governance

Legal Proceedings

• An ongoing Puritan litigation against Longevity is mentioned, where a final and nonappealable monetary judgment resulting in an aggregate payment by Longevity in excess of $4,000,000 would constitute a Parent Material Adverse Effect.

Related Party Transactions

• No transactions, agreements, arrangements, or understandings between Longevity and its affiliates since January 1, 2025, that would require disclosure under Item 404 of Regulation S-K and have not been disclosed in Parent SEC Documents.
• No transactions, agreements, arrangements, or understandings between True Health Inc. and its affiliates since January 1, 2025, that would require disclosure under Item 404 of Regulation S-K.

Stakeholder Impact

• **Shareholders (Longevity)**: Expected to benefit from the acquisition of a rapidly growing, cash-profitable business at an attractive multiple, potentially leading to significant shareholder value creation. They will vote on the merger and the issuance of new shares.
• **Shareholders (True Health)**: Will receive Longevity Common Stock as initial merger consideration and may receive additional earnout shares based on future financial performance.
• **Employees (Longevity & True Health)**: New leadership roles are defined for the combined entity. There is a risk related to the ability to retain and hire necessary personnel post-announcement.
• **Customers & Commercial Counterparties**: Risks include the potential impact of the merger announcement on maintaining existing business relationships.
• **Regulatory Authorities**: The merger is subject to obtaining various regulatory approvals, including FDA Product Approvals and Nasdaq listing approval.

Next Steps

• Longevity to prepare and file a combined registration statement on Form S-4 and a proxy statement with the SEC.
• Longevity to seek stockholder approval for the issuance of Longevity Common Stock in connection with the merger.
• True Health stockholders to provide written consent for the approval of the merger agreement.
• Longevity to maintain its existing Nasdaq listing and obtain approval for the listing of the combined company on Nasdaq.
• Closing of the Merger and License Purchase is expected in the fourth quarter of 2025.
• Longevity plans to drive further growth in THPlasma through M&A and organic growth post-closing.

Key Dates

Recommendation

Keywords

Longevity Health Holdings, THPlasma, Merger, Plasma Collection, Biotechnology, Healthcare, Nasdaq, XAGE, True Health Inc., FDA Approvals, Corporate Acquisition, Financial Projections, Earnout, SEC Filing, 8-K