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Longevity Health Holdings Inc美股招股说明书(2026-08-14版)

2026-08-14 美股招股说明书 Joken Hu
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Prospectus Supplement No. 29(to prospectus dated June 5, 2024) 44,382 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Longevity Health Holdings, Inc. (“we,” “us,” or “our”)dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our RegistrationStatement on Form S-1, as amended (Registration No. 333-279329). This prospectus supplement is being filed to update andsupplement the information included or incorporated by reference in the Prospectus with the information contained in our QuarterlyReport on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2026 (the “Form 10-Q”).Accordingly, we have attached the Form 10-Q to this prospectus supplement. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may notbe delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information inthe Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Our common stock is traded on the OTC marketplace under the symbol “XAGE.” On August 13, 2026, the last reported sale priceof our common stock was $0.222 per share. We are a “smaller reporting company” and have elected to comply with certain reduced public company reportingrequirements. In addition, we are an “emerging growth company,” as that term is defined under the federal securities lawsand, as such, are subject to certain reduced public company reporting requirements. Investing in our securities involves a high degree of risk. Before making an investment decision, please read theinformation under “Risk Factors” beginning on page 7 of Prospectus and elsewhere in any supplements for adiscussion of information that should be considered in connection with an investment in our securities. Neither the SEC or any state securities commission has approved or disapproved of these securities or passed upon theadequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is August 14, 2026 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 (Mark One)☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR LONGEVITY HEALTH HOLDINGS, INC. (Exact Name of Registrant as Specified in its Charter) Securities registered pursuant to Section 12(b) of the Act: None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ As of August 13,2026, the registrant had 2,475,321 shares of common stock, $0.0001 par value per share, outstanding. Table of Contents Item 1.Unaudited Condensed Consolidated Financial StatementsCondensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Stockholders’DeficitCondensed Consolidated Statements of Cash FlowsNotes to Unaudited Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART II.OTHER INFORMATION Legal ProceedingsRisk FactorsUnregistered Sales of Equity Securities and Use of ProceedsDefaults Upon Senior SecuritiesMine Safety DisclosuresOther InformationExhibits Signatures PART I—FINANCI