SEC Form 424B3 filed by Carmell Corporation

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-279329

Prospectus Supplement No. 13

(to prospectus dated June 5, 2024)

1,331,452 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 Registration Statement on Form S-1, as amended (Registration No. 333-279329). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2025 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our common stock is listed on The Nasdaq Capital Market under the symbol “XAGE.” On March 24, 2025, the last reported sale price of our common stock was $0.1683 per share.

We are a “smaller reporting company” and have elected to comply with certain reduced public company reporting requirements. In addition, we are an “emerging growth company,” as that term is defined under the federal securities laws and, 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 the information under “Risk Factors” beginning on page 7 of Prospectus and elsewhere in any supplements for a discussion 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 the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is March 26, 2025.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Longevity Health Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), held a Special Meeting of Stockholders (the “Special Meeting”) on March 24, 2025. As of the close of business on January 29, 2025, the record date for determining stockholders entitled to notice of and to vote at the Special Meeting (the “Record Date”), there were 30,119,843 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), outstanding. Holders of 19,042,704 shares of Common Stock (representing 63% of the shares of Common Stock outstanding as of the close of business on the Record Date) were present or represented by proxy at the Special Meeting, constituting a quorum. During the Special Meeting, the stockholders of the Company voted on three proposals described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on February 10, 2025. The results for each matter voted on by the stockholders during the Special Meeting were as follows:

Proposal 1: The stockholders were asked to approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of Common Stock upon exercise of warrants (the “Common Stock Warrants”) issued pursuant to the terms of a Securities Purchase Agreement, dated December 23, 2024, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of the shares of Common Stock outstanding before the issuance of the Common Stock Warrants. The results of the stockholders’ vote with respect to such proposal were as follows:

Broker Non-Votes: 3,897,468

Proposal 2: The stockholders were asked to approve an amendment to the Company's Third Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Company’s Board of Directors (the “Board”), a reverse stock split of the Common Stock, at a ratio in the range of 1-for-15 to 1-for-30, with such ratio to be determined at the discretion of the Board. The results of the stockholders’ vote with respect to such proposal were as follows:

Broker Non-Votes: 0

Proposal 3: The stockholders were asked to approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there were insufficient votes for the approval of Proposal 1 or Proposal 2 or to otherwise constitute a quorum for the Special Meeting. The results of the stockholders’ vote with respect to such proposal were as follows:

Broker Non-Votes: 0

An adjournment of the Special Meeting was not deemed necessary or appropriate because there were sufficient shares of Common Stock present or represented by proxy at the Special Meeting to constitute a quorum for the Special Meeting and there were sufficient shares of Common Stock voted in favor of Proposals 1 and 2.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.