Longevity Health Holdings, Inc. entered into a Securities Purchase Agreement with Puritan Partners LLC on August 31, 2026. Under the terms of the agreement, the company issued a 10% Senior Secured Convertible Note with an original principal amount of $416,667. The note was sold to Puritan for a purchase price of $375,000, reflecting a 10% original issue discount.
The note is due February 29, 2028, and accrues interest at a rate of 10% per annum, payable monthly in cash. It is convertible into shares of the company's common stock at a fixed conversion price of $0.50 per share, subject to customary adjustments. If the closing trading price of the common stock falls below the conversion price on a conversion date, the holder may elect to convert at a price equal to 80% of the average closing price over the preceding five trading days.
Longevity Health has agreed to use commercially reasonable efforts to file a registration statement covering the shares of common stock issuable upon conversion. Additionally, the company must reserve a number of shares equal to at least four times the maximum number of shares that could be issued upon conversion. The note is secured by a first-priority security interest in substantially all of the company's assets, including intellectual property, and is guaranteed by all of the company's subsidiaries.
The company also has the option to issue a second note with an aggregate principal amount of up to $138,889 and a third note with an aggregate principal amount of up to $138,889, subject to certain conditions. Assuming the conversion of the entire principal amount and accrued interest through maturity, the company may be required to issue up to 2,690,455 shares of common stock.
