Longevity Health, True Health to combine in all-stock transaction

Longevity Health announced the execution of a definitive merger agreement with True Health to combine the companies in an all-stock transaction. Following the closing of the merger, the combined company is expected to continue to trade on Nasdaq under the symbol (XAGE). Longevity also announced the mutual termination of the 20/20 BioLabs transaction pursuant to the terms of the merger agreement. The announced merger with THPlasma follows Longevity’s acquisition of Carmell Therapeutics in July 2023 and Elevai Skincare in January. Ramping up from 2 centers in FY24 (New Jersey) to 5 centers (New Jersey and Pennsylvania) in FY25. True Health’s THPlasma business: has guaranteed sales offtake agreements for $100M in annual sales; achieved cash profitability in FY24; estimated FY25 revenue of $10M and EBITDA of $2M; estimated FY26 revenue of $32M and EBITDA of $7M and is targeting rapid growth through acquisitions and organic growth. THPlasma is valued at $59M plus $20m earnout linked with the achievement of financial results. THPlasma is valued at 2.5 times estimated FY26 revenue inclusive of earnout. Longevity stock is valued at $3.00, a 12% premium to the July 11 closing price. No cash conditions are precedent to merger closing. Rajiv Shukla, chairman and CEO of Longevity, will serve as executive chairman, and George Chi, founder and CEO of THPlasma, will be appointed as co-chairman and CEO post-closing. The transaction has been unanimously approved by the board of directors of both companies and is expected to close in the fourth quarter of 2025, subject to customary closing conditions, including approvals by the stockholders of each company.