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Subsequent Events
6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Subsequent Events

NOTE 14 – SUBSEQUENT EVENTS

20/20 Biolabs Merger Agreement

The Company and 20/20 Biolabs, Inc., a Delaware corporation (“Biolabs”), entered into an Agreement and Plan of Merger, dated April 11, 2025 (the “Biolabs Agreement”), by and among the Company, Biolabs, a wholly-owned subsidiary of the Company (“Biolabs Merger Sub”), and Jonathan Cohen, as the Stockholder Representative (the “Stockholder Representative”), pursuant to which, among other matters, Biolabs Merger Sub would merge with and into Biolabs, with Biolabs as the surviving corporation and a wholly-owned subsidiary of Longevity. On July 8, 2025, the Biolabs Agreement, as amended, automatically terminated in accordance with its terms. No termination fee or other payment is due to any party to the Biolabs Agreement from any other party thereto as a result of the termination.

THPlasma Merger Agreement

On July 14, 2025, the Company entered into an Agreement and Plan of Merger (the “THPlasma Agreement”) by and among the Company, THP Sub, Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”), True Health Inc., a Delaware corporation (“True Health”), and Truehealth Management Group LLC, a Delaware limited liability company (“TMG”), pursuant to which, and subject to the satisfaction or waiver of the conditions set forth in the THPlasma Agreement, (i) Merger Sub will merge with and into True Health (the “THPlasma Merger”), with True Health continuing as a wholly owned subsidiary of the Company and the surviving company of the THPlasma Merger (the “Surviving Company”) and (ii) the Company will acquire TMG’s right, title and interest in and to the authorizations, approvals, licenses, permits, certificates, registrations or exemptions issued by the U.S. Food and Drug Administration that are required for the research, development, collection, manufacture, processing, labeling, distribution, marketing, storage, transportation, use, sale and provision of True Health’s products (the “License Purchase”).

Merger Consideration

Subject to the terms and conditions of the THPlasma Agreement, at the effective time of the THPlasma Merger (the “Effective Time”), all outstanding shares of True Health common stock, par value $0.001 per share (the “True Health Common Stock”), and all outstanding shares of True Health preferred stock, par value $0.001 per share (the “True Health Preferred Stock,” and together with True Health Common Stock, the “True Health Capital Stock”), (in each case, other than certain excluded shares and dissenting shares will automatically be cancelled and will cease to exist and will thereafter only represent the right to receive a portion of 19,666,667 shares of Common Stock (the “Merger Shares”), with each holder of shares of True Health Capital Stock (other than certain excluded shares and dissenting shares) issued and outstanding immediately prior to Effective Time being entitled to receive such holder’s Pro Rata Share (as defined in the THPlasma Agreement) of the Merger Shares and such holder’s Pro Rata Share of 6,666,667 shares of Common Stock, as such shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination, after the closing of the THPlasma Merger (the “Merger Closing”), based on the performance of the Surviving Company if and when the requirements as set forth in the Section 3.6 of the THPlasma Agreement are achieved.

Subject to the terms and conditions of the THPlasma Agreement, at the Effective Time, each warrant for True Health Common Stock (a “True Health Warrant”) outstanding immediately prior to the Effective Time (that will not terminate per its own terms upon the Effective Time) will be automatically assumed by the Company and will become a warrant to acquire, on the same terms and conditions as were applicable under such True Health Warrant, the number of shares of Common Stock equal to the Pro Rata Share of the Merger Shares to which the holder of such True Health Warrant is entitled based on the number of shares of True Health Common Stock subject to the unexercised portion of such True Health Warrant immediately prior to the Effective Time (rounded down to the nearest whole share number), at an exercise price per share equal to the exercise price per share of such True Health Warrant immediately prior to the Effective Time divided by the ratio determined by dividing the number of the Merger Shares by the total number of shares of True Capital Stock outstanding on a fully diluted basis immediately prior to the Effective Time.

License Purchase Consideration

Subject to the terms and conditions of the THPlasma Agreement, the aggregate consideration for the License Purchase will be $5 million payable in cash by the Company upon the consummation of a sale of equity or debt securities of the Company, or a debt financing by the Company, in an aggregate amount of at least $5 million. No consideration attributable to the License Purchase is being paid in connection with the THPlasma Merger. The closing of the License Purchase (the “License Purchase Closing”) will occur concurrently with the Merger Closing.

Conditions to the THPlasma Merger

The Merger Closing is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) the registration statement on Form S-4 filed by the Company in connection with the THPlasma Merger having become effective in accordance with the provisions of the Securities Act of 1933, as amended (the “Securities Act”), and not being subject to any stop order or proceeding seeking a stop order or having been withdrawn, (ii) no law or order preventing the THPlasma Merger and the other transactions contemplated by the THPlasma Agreement, (iii) the required approvals by each respective party’s stockholders, (iv) the executed Lock-Up Agreements (as defined in the THPlasma Agreement) having been delivered to the Company and True Health, respectively, (v) the shares of Common Stock to be issued in the THPlasma Merger being approved for listing (subject to official notice of issuance) on the Nasdaq Stock Market (“Nasdaq”) and the Company having maintained its existing listing on Nasdaq and obtaining approval of the listing of the combined company on Nasdaq and (vi) each of the conditions to the License Purchase having been satisfied or waived at or prior to Merger Closing.

Conditions to the License Purchase

The License Purchase Closing is subject to the satisfaction or, to the extent permitted by law, the waiver of certain conditions including, among other things, (i) each of the conditions to the THPlasma Merger (other than the condition set forth in clause (vi) above) having been satisfied or waived at or prior to the License Purchase Closing and (ii) all required third-party consents, waivers, approvals, authorizations and notices having been obtained or made.

 

Warrant Exercises

In July 2025, certain of the Common Stock Warrants were exercised for an aggregate of 298,000 shares of Common Stock, resulting in proceeds to the Company of $1.0 million.