As filed with the Securities and Exchange Commission on [•], 2025

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

LONGEVITY HEALTH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_______________________________

2403 Sidney Street, Suite 300

Pittsburgh, PA 15203

(412) 894-8248

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

_______________________________

Rajiv Shukla

Chief Executive Officer

Longevity Health Holdings, Inc.

2403 Sidney Street, Suite 300

Pittsburgh, PA 15203

(412) 894-8248

(Name, address, including zip code, and telephone number, including area code, of agent for service)

_______________________________

Copies of all communications, including communications sent to agent for service, should be sent to:

_______________________________

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effective date of this registration statement and the satisfaction or waiver of all other conditions under the Merger Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction: Exchange Act Rule

13e-4(i) (Cross-Border Issuer Tender Offer)  ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED [•], 2025

PROPOSED MERGER

YOUR VOTE IS VERY IMPORTANT

To the Stockholders of Longevity Health Holdings, Inc.,

Longevity Health Holdings, Inc., a Delaware corporation (“Longevity”), and 20/20 Biolabs, Inc., a Delaware corporation (“Biolabs”), entered into an Agreement and Plan of Merger, dated April 11, 2025 (the “Merger Agreement”), by and among Longevity, Biolabs, Longevity Health Biomarkers, Inc., a Delaware corporation and a wholly-owned subsidiary of Longevity (“Merger Sub”), and Jonathan Cohen, as the Stockholder Representative (the “Stockholder Representative”), pursuant to which, among other matters, Merger Sub will merge with and into Biolabs, with Biolabs surviving the merger as the surviving corporation (the “surviving corporation”) and a wholly-owned subsidiary of Longevity (such transaction, the “Merger”). Longevity following the Merger is referred to herein as the “Combined Company.”

At the effective time of the Merger (the “Effective Time”), (i) each then-outstanding share of Biolabs’ common stock, par value $0.01 per share (“Biolabs Common Stock”), will be converted into the right to receive (a) a number of shares of Longevity’s common stock, par value $0.0001 per share (“Longevity Common Stock”), based on a ratio calculated in accordance with the Merger Agreement (the “Exchange Ratio”) and (b) one contingent value right (each, a “CVR”), representing the right to receive a pro rata portion of up to 402,744 shares of Longevity Common Stock, as such shares may be adjusted for any stock split, reverse stock split, recapitalization, reclassification, reorganization, exchange, subdivision or combination (the “Earnout Shares”), if, as and when payable in accordance with the Merger Agreement and (ii) each then-outstanding share of Biolabs’ preferred stock, par value $0.01 per share (“Biolabs Preferred Stock” and together with the Biolabs Common Stock, the “Biolabs Capital Stock”), will be converted into the right to receive (a) a number of shares of Longevity Common Stock equal to the Exchange Ratio multiplied by the aggregate number of shares of Biolabs Common Stock into which such share of Biolabs Common Stock is then convertible, as described in more detail in the section titled “The Merger Agreement—Exchange Ratio” beginning on page 79 of the accompanying proxy statement/prospectus and (b) one CVR representing the right to receive a pro rata portion of the Earnout Shares if, as and when payable in accordance with the Merger Agreement. Each option to purchase Longevity Common Stock (a “Longevity Option”) that is issued and outstanding at the Effective Time will remain issued and outstanding in accordance with its terms and such options will be unaffected by the Merger; provided that, pursuant to the terms of award agreements under Longevity’s 2023 Equity Incentive Plan (the “Longevity 2023 Plan”) and the Amended and Restated 2009 Stock Incentive Plan of Carmell Therapeutics Corporation that was assumed by Longevity in the Business Combination (as defined in the section titled “The Merger” beginning on page 63 of this proxy statement/prospectus) (the “Longevity 2009 Plan”), each outstanding and unexercised Longevity Option will be accelerated in full immediately prior to the Effective Time.

In connection with the Merger, at the Effective Time, each outstanding option to purchase shares of Biolabs Common Stock (“Biolabs Option”) immediately prior to the Effective Time, whether or not vested, will automatically vest and be converted into an option to purchase Longevity Common Stock, and will be assumed by Longevity, subject to adjustment as set forth in the Merger Agreement.

In connection with the Merger, at the Effective Time, each then-outstanding warrant to purchase shares of Biolabs Capital Stock will be converted into a warrant to purchase shares of Longevity Common Stock, subject to adjustment as set forth in the Merger Agreement.

Concurrently with the entry into the Merger Agreement, Longevity entered into a sales agreement (the “ATM Sales Agreement”) with Brookline Capital Markets, a division of Arcadia Securities, LLC (the “Sales Agent”), pursuant to which Longevity may offer and sell shares of Longevity Common Stock, having an aggregate offering price of up to $2 million, from time to time, pursuant to an “at the market” offering program (the “Offering”) under which the Sales Agent will act as sales agent (the “ATM Financing”).

Immediately after the consummation of the Merger, based solely on the estimated Exchange Ratio as described in the accompanying proxy statement/prospectus, and without giving effect to any Concurrent Financing (as defined in the section titled “The Merger Agreement—Concurrent Financing” beginning on page 89 of this proxy statement/prospectus), Longevity securityholders as of immediately prior to the Merger are expected to own approximately 49.9% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis and the former Biolabs securityholders are expected to own approximately 50.1% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis, in each case, before the issuance of any Earnout Shares.

Shares of Longevity Common Stock are currently listed on the Nasdaq Capital Market under the symbol “XAGE”. Longevity will file an initial listing application for the Combined Company with The Nasdaq Stock Market LLC (“Nasdaq”). After completion of the Merger, it is expected that the common stock of the Combined Company will trade on the Nasdaq Capital Market under the symbol “XAGE”. It is a condition of the consummation of the Merger that Longevity receive confirmation from Nasdaq that the Combined Company has been approved for listing on Nasdaq, but there can be no assurance such listing condition will be met or that Longevity will obtain such confirmation from Nasdaq. If such listing condition is not met or if such confirmation is not obtained, the Merger will not be consummated unless the condition is waived. The Nasdaq condition set forth in the Merger Agreement is not expected to be waived by the applicable parties. On , 2025, the last trading day before the date of the accompanying proxy statement/prospectus, the closing sale price of Longevity Common Stock as reported on the Nasdaq Capital Market was $ per share.

Longevity stockholders (the “Longevity Stockholders”) are cordially invited to attend the special meeting in lieu of annual meeting of Longevity Stockholders (together with any adjournment or other delay thereof, the “special meeting”). Longevity is holding the special meeting on , 2025, at Eastern Time, unless adjourned or postponed to a later date, in order to obtain the stockholder approvals necessary to complete the Merger and related matters. The special meeting will be held entirely online. Longevity Stockholders will be able to attend and participate in the special meeting online by visiting www.virtualshareholdermeeting.com/XAGE2025SM, where they will be able to listen to the meeting live, submit questions and vote. Longevity Stockholders will need the 16-digit control number located on your proxy card or in the instructions accompanying your proxy materials in order to attend the special meeting. At the special meeting, Longevity will ask the Longevity Stockholders to:

1. Approve (i) the issuance of shares of Longevity Common Stock, which will represent more than 20% of the shares of Longevity Common Stock outstanding immediately prior to the Merger, to stockholders of Biolabs (the “Biolabs Stockholders”), pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, and pursuant to Nasdaq Listing Rule 5635(a), and (ii) the change of control of Longevity resulting from the Merger pursuant to Nasdaq Listing Rule 5635(b) (the “Nasdaq Stock Issuance Proposal” or “Proposal No. 1”);

2. Elect each of Scott Frisch, Kathryn Gregory and Gilles Spenlehauer as Class II members of the board of directors of Longevity (the “Longevity Board”) to serve until Longevity’s 2028 annual meeting of stockholders and until their successors are duly elected and qualified (the “Election of Directors Proposal” or “Proposal No. 2”);

3. Ratify the selection of Adeptus Partners, LLC (“Adeptus”) as Longevity’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (the “Auditor Ratification Proposal” or “Proposal No. 3”); and

4. Approve an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Issuance Proposal (the “Adjournment Proposal” or “Proposal No. 4”).

Proposal Nos. 1, 2, 3, and 4 are collectively referred to as the “Longevity Stockholder Proposals.”

As described in the accompanying proxy statement/prospectus, certain Longevity Stockholders who in the aggregate owned approximately 16% of the outstanding shares of Longevity Common Stock as of April 30, 2025, will become parties to stockholder support agreements with Longevity and Biolabs whereby such stockholders will agree to vote all of their shares in favor of the Longevity Stockholder Proposals.

After careful consideration, each of the Longevity Board and the board of directors of Biolabs (the “Biolabs Board”) have unanimously approved the Merger Agreement and have determined that it is advisable and in the best interests of their respective stockholders to consummate the Merger. The Longevity Board has approved the Longevity Stockholder Proposals described in the accompanying proxy statement/prospectus and unanimously recommends that its stockholders vote “FOR” the Longevity Stockholder Proposals.

More information about Longevity, Biolabs, the Merger Agreement and transactions contemplated thereby and the foregoing proposals is contained in the accompanying proxy statement/prospectus. Longevity urges you to read the accompanying proxy statement/prospectus carefully and in its entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 18 OF THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS.

Longevity is excited about the opportunities the Merger brings to the Longevity Stockholders and thanks you for your consideration and continued support.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the accompanying proxy statement/prospectus. Any representation to the contrary is a criminal offense.

The accompanying proxy statement/prospectus is dated , 2025 and is first being mailed to the Longevity Stockholders on or about , 2025.

LONGEVITY HEALTH HOLDINGS, INC.

2403 Sidney Street, Suite 300
Pittsburgh, Pennsylvania 15203

NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS

To the stockholders of Longevity Health Holdings, Inc.:

NOTICE IS HEREBY GIVEN that the special meeting in lieu of annual meeting of Longevity Stockholders (referred to herein as the “special meeting”) will be held on , 2025 at Eastern Time, unless adjourned to a later date. The special meeting will be held entirely online. You will be able to attend and participate in the special meeting online by visiting www.virtualshareholdermeeting.com/XAGE2025SM, where you will be able to listen to the meeting live, submit questions and vote. You will need the 16-digit control number located on your proxy card or in the instructions accompanying your proxy materials in order to attend the special meeting.

The special meeting will be held for the following purposes:

1. Approve (i) the issuance of shares of Longevity Common Stock, which will represent more than 20% of the shares of Longevity Common Stock outstanding immediately prior to the Merger, to the Biolabs Stockholders, pursuant to the terms of the Merger Agreement, a copy of which is attached as Annex A to the accompanying proxy statement/prospectus, and pursuant to Nasdaq Listing Rule 5635(a), and (ii) the change of control of Longevity resulting from the Merger pursuant to Nasdaq Listing Rule 5635(b);

2. Elect each of Scott Frisch, Kathryn Gregory and Gilles Spenlehauer as Class II members of the Longevity Board to serve until Longevity’s 2028 annual meeting of stockholders and until their successors are duly elected and qualified;

3. Ratify the selection of Adeptus as Longevity’s independent registered public accounting firm for the fiscal year ending December 31, 2025; and

4. Approve an adjournment of the special meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the Nasdaq Issuance Proposal.

The Longevity Board has fixed , 2025 as the record date for the determination of stockholders entitled to notice of, and to vote at, the special meeting and any adjournment thereof (the “record date”). Only holders of record of shares of Longevity Common Stock at the close of business on the record date are entitled to notice of, and to vote at, the special meeting. At the close of business on the record date, Longevity had     shares of Longevity Common Stock outstanding and entitled to vote.

Your vote is important. The affirmative vote of a majority of the votes cast by the holders of Longevity Common Stock at the special meeting, assuming a quorum is present, is required for approval of Proposal Nos. 1, 3, and 4. With respect to Proposal No. 2, directors are elected by a plurality of the votes cast by the stockholders entitled to vote on the election at the special meeting, and the nominees for director receiving the highest number of affirmative votes, up to the number of directorships subject to election, will be elected.

Even if you plan to virtually attend the special meeting, Longevity requests that you sign and return the enclosed proxy or vote by mail or online to ensure that your shares will be represented at the special meeting if you are unable to virtually attend. You may change or revoke your proxy at any time before it is voted at the special meeting.

THE LONGEVITY BOARD HAS UNANIMOUSLY DETERMINED AND BELIEVES THAT EACH OF THE PROPOSALS OUTLINED ABOVE IS FAIR TO, IN THE BEST INTERESTS OF, AND ADVISABLE TO LONGEVITY AND THE LONGEVITY STOCKHOLDERS AND HAS APPROVED EACH SUCH PROPOSAL. THE LONGEVITY BOARD UNANIMOUSLY RECOMMENDS THAT LONGEVITY STOCKHOLDERS VOTE “FOR” EACH NOMINEE AND “FOR” EACH SUCH PROPOSAL.

Important Notice Regarding the Availability of Proxy Materials for the Longevity Special Meeting to Be Held on , 2025 at Eastern Time via the Internet.

The proxy statement/prospectus and Longevity’s annual report to stockholders are available at www.proxyvote.com.

By Order of Longevity’s Board of Directors,

Rajiv Shukla

Chairman and Chief Executive Officer

, 2025

ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about Longevity from other documents that are not included in or delivered with this proxy statement/prospectus. The descriptions in this proxy statement/prospectus of the provisions of documents filed as exhibits to the registration statement on Form S-4 of which this proxy statement/prospectus is a part are only summaries of those documents. The full documents are available for you to review through the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov. You can also obtain copies of this proxy statement/prospectus or of the documents incorporated by reference therein, free of charge by requesting them in writing or by telephone at the following address and telephone number:

Longevity Health Holdings, Inc.

2403 Sidney Street, Suite 300

Pittsburgh, PA 15203

(412) 894-8248

To obtain timely delivery, the Longevity Stockholders must request the materials no later than , 2025.

This proxy statement/prospectus is accompanied by Longevity’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Annual Report”). Copies of this proxy statement/prospectus and the 2024 Annual Report, additional proxy cards and other information related to the proxy solicitation may be obtained by contacting Longevity at the address and telephone number listed above or by contacting Longevity’s proxy solicitor at the address, telephone number or email address listed under the section titled “Where You Can Find More Information.” You will not be charged for any of these documents that you request.

For a more detailed description of the information incorporated by reference in this proxy statement/prospectus and how you may obtain it, see the section titled “Where You Can Find More Information.”

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by Longevity, constitutes a prospectus of Longevity under Section 5 of the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of Longevity Common Stock to be issued to the Biolabs Stockholders pursuant to the Merger Agreement. This document also constitutes a proxy statement of Longevity under Section 14(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). It also constitutes a Notice of Special Meeting of Stockholders in Lieu of Annual Meeting of Stockholders of Longevity.

Longevity has supplied all information contained in this proxy statement/prospectus relating to Longevity, and Biolabs has supplied all such information relating to Biolabs. Longevity and Biolabs have both contributed to the information related to the Merger contained in this proxy statement/prospectus.

You should rely only on the information contained in this proxy statement/prospectus. Longevity and Biolabs have not authorized anyone to provide you with information that is different from that contained in this proxy statement/prospectus. This proxy statement/prospectus is dated       , 2025, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date unless otherwise specifically provided herein.

Further, you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than the stated date. Neither the mailing of this proxy statement/prospectus to Longevity Stockholders nor the issuance by Longevity of shares of Longevity Common Stock pursuant to the Merger Agreement will create any implication to the contrary.

On March 24, 2025, at a special meeting of stockholders of Longevity (the “Special Meeting”), the Longevity Stockholders approved a reverse stock split of the Longevity 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 Longevity Board. Following the Special Meeting, on April 24, 2025, the Longevity Board approved a reverse stock split of the Longevity Common Stock at a ratio of 1-for-30 (the “Reverse Stock Split”). The Reverse Stock Split is expected to become effective on May 12, 2025 at 9:00 a.m., Eastern Time, with the Longevity Common Stock to begin trading on a split-adjusted basis at market open on May 14, 2025 under the existing symbol “XAGE” and new CUSIP number 142922 129. In connection with the Reverse Stock Split, every thirty shares of the Longevity Common Stock issued and outstanding as of the effective time of the Reverse Stock Split will be automatically converted into one share of Longevity Common Stock. No fractional shares of Longevity Common Stock will be issued in connection with the Reverse Stock Split. If as a result of the Reverse Stock Split, a stockholder of record would otherwise hold a fractional share, the fractional share resulting from the Reverse Stock Split will be rounded up to the nearest whole share. Proportional adjustments will be made to the number of shares of Longevity Common Stock issuable upon exercise of Longevity’s outstanding stock options and warrants, as well as the applicable exercise prices, and to the number of shares issuable under Longevity’s equity incentive plan and other existing agreements.

Unless otherwise set forth herein or unless the context indicates otherwise, all share and per share amounts in this proxy statement/prospectus give effect to the Reverse Stock Split.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER

The following section provides answers to frequently asked questions about the Merger. This section, however, provides only summary information. For a more complete response to these questions and for additional information, please refer to the cross-referenced sections.

Q: What is the Merger?

A: On April 11, 2025, Longevity, Biolabs and Merger Sub entered into the Merger Agreement, a copy of which is attached as Annex A. The Merger Agreement contains the terms and conditions of the proposed Merger. Pursuant to the Merger Agreement, Merger Sub will merge with and into Biolabs, with Biolabs surviving as a wholly owned subsidiary of Longevity. This transaction is referred to in this proxy statement/prospectus as the “Merger.” Longevity following the Merger is referred to herein as the “Combined Company.”

At the Effective Time, (a) each then-outstanding share of Biolabs Common Stock (excluding (i) any shares held as treasury stock by Biolabs or owned, directly or indirectly, by Longevity or Merger Sub immediately prior to the Effective Time (the “Excluded Shares”) and excluding (ii) any shares outstanding immediately prior to the Effective Time that are held by a holder who is entitled to demand and has properly demanded appraisal for such shares in accordance with Section 262 of the Delaware General Corporation Law (“DGCL”) and has neither withdrawn nor lost such rights (the “Dissenting Shares”), but including shares of Biolabs Common Stock resulting from the conversion of the Biolabs Convertible Notes (as defined in the section titled “The Merger Agreement—Merger Consideration” beginning on page 78 of this proxy statement/prospectus) prior to the Effective Time) will be converted into the right to receive (1) a number of shares of Longevity Common Stock, based on the Exchange Ratio described in more detail in the section titled “The Merger Agreement—Exchange Ratio” beginning on page 79 of this proxy statement/prospectus and (2) one CVR, representing the right to receive a pro rata portion of the Earnout Shares, if, as and when payable in accordance with the Merger Agreement, (b) each then-outstanding share of Biolabs Preferred Stock will be converted into the right to receive (1) a number of shares of Longevity Common Stock equal to the Exchange Ratio multiplied by the aggregate number of Biolabs Common Stock into which each share of Biolabs Preferred Stock is then convertible and (2) one CVR, representing the right to receive a pro rata portion of the Earnout Shares, if, as and when payable in accordance with the Merger Agreement, (c) each then-outstanding Biolabs Option immediately prior to the Effective Time, whether or not vested, will automatically vest and be converted into an option to purchase Longevity Common Stock, and will be assumed by Longevity, subject to adjustment as set forth in the Merger Agreement, and (d) each then-outstanding warrant to purchase shares of Biolabs Capital Stock will be converted into a warrant to purchase shares of Longevity Common Stock, subject to adjustment as set forth in the Merger Agreement.

Under the terms of the Merger Agreement, each share of Longevity Common Stock issued and outstanding at the time of the Merger will remain issued and outstanding and will be unaffected by the Merger. Each Longevity Option that is issued and outstanding at the Effective Time will remain issued and outstanding in accordance with its terms and such options will be unaffected by the Merger; provided that, pursuant to the terms of the award agreements issued under the Longevity 2023 Plan and the Longevity 2009 Plan, each outstanding and unexercised Longevity Option will fully accelerate and vest immediately prior to the Effective Time.

Upon the closing of the Merger (the “Closing”), on a pro forma basis and based upon the number of shares of Longevity Common Stock expected to be issued in the Merger and without giving effect to any Concurrent Financing, pre-Merger Longevity Stockholders will own approximately 49.9% of the Combined Company and pre-Merger Biolabs Stockholders will own approximately 50.1% of the Combined Company on a fully-diluted basis, in each case, before the issuance of any Earnout Shares.

Q: Why are the two companies proposing to merge?

A: Longevity and Biolabs believe that combining the two companies will result in a Combined Company with a robust product portfolio, growing customer base and a strong leadership team, positioning it to become a leader in providing products and services to advance healthy aging. For a more complete description of the reasons for the Merger, please see the sections titled “The Merger—Longevity’s Reasons for the Merger” and “The Merger—Biolabs’ Reasons for the Merger” beginning on pages 66 and 10, respectively, of this proxy statement/prospectus.

Q: Did the Longevity Board obtain a third-party valuation or fairness opinion in determining whether or not to proceed with the Merger?

A: No. The Longevity Board determined it was not necessary to obtain a third-party valuation or fairness opinion given the due diligence it conducted in consultation with its financial and legal advisors and the expertise of its management team. The officers and directors of Longevity have substantial experience in evaluating the operating and financial merits of companies from the diagnostics and biotech industries. Consequently, the Longevity Board concluded that such experience and background enabled it to make the necessary analyses and determinations regarding the Merger and its fairness to Longevity’s stockholders.

Q: What will happen to Longevity if, for any reason, the Merger with Biolabs does not close?

A: If, for any reason, the Merger does not close, the Longevity Board may elect to, among other things, attempt to complete another strategic transaction including a transaction similar to the Merger, continue to operate the business of Longevity, sell or otherwise dispose of the various assets of Longevity, or dissolve and liquidate Longevity’s assets. Under certain circumstances, Longevity may be obligated to pay Biolabs a termination fee of $2 million, as more fully described in the section titled “The Merger Agreement - Termination and Termination Fee” on page 92 of this proxy statement/prospectus. If Longevity decides to dissolve and liquidate its assets, Longevity would be required to pay all of its debts and contractual obligations, and to set aside certain reserves for potential future claims. As of December 31, 2024, Longevity had cash and cash equivalents and marketable securities totaling approximately $157,139. However, there can be no assurances as to the amount or timing of available cash, if any, left to distribute to Longevity Stockholders after paying the debts and other obligations of Longevity and setting aside funds for potential future claims. If the Longevity Board decided to continue Longevity’s business, Longevity would need substantial additional capital. There can be no assurances as to the amount or timing of such financing, if any.

Further, on August 30, 2024, Longevity received notice from Nasdaq’s Listing Qualifications Department (the “Department”) that it is not in compliance with Nasdaq Listing Rule 5550(b)(2) as a result of its Market Value of Listed Securities (the “MVLS”) falling below the minimum of $35 million required for continued listing on the Nasdaq Capital Market (the “MVLS Requirement”) from July 15, 2024 to August 29, 2024. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq provided Longevity with 180 calendar days, or until February 26, 2025 (the “MVLS Compliance Date”), to regain compliance with the MVLS Requirement. In addition, on September 30, 2024, Longevity received notification from the Department indicating that it no longer met the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq provided Longevity with 180 calendar days, or until March 31, 2025 (the “Minimum Bid Compliance Date”), to regain compliance with the Minimum Bid Price Requirement.

On March 4, 2025, Longevity received written notice from the Department notifying Longevity that it had failed to regain compliance with the MVLS Requirement by the MVLS Compliance Date. As such, Longevity requested an appeal of Nasdaq’s delisting determination to the Nasdaq Hearings Panel (the “Nasdaq Hearings Panel”). On March 24, 2025, Longevity’s stockholders approved a reverse stock split of Longevity 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 Longevity Board. On April 1, 2025, Longevity received written notice from the Department notifying it that Longevity had failed to regain compliance with the Minimum Bid Price Requirement (the “Minimum Bid Price Deficiency”) and that the Nasdaq Hearings Panel would consider the Minimum Bid Price Deficiency, in addition to the MVLS Deficiency, in rendering its determination regarding Longevity’s continued listing on the Nasdaq Capital Market at the hearing.

On April 15, 2025, Longevity’s hearing with the Nasdaq Hearings Panel was held. The Nasdaq Hearings Panel conditionally granted Longevity an additional compliance period until September 2, 2025 to regain compliance with both of the MVLS Requirement and the Minimum Bid Price Requirement, subject to the provision of certain financial information with respect to the parties to the Merger and other conditions. On April 24, 2025, the Longevity Board approved the Reverse Stock Split at a ratio of 1-for-30.

Longevity believes that the Merger and the Reverse Stock Split provide a path to regaining compliance with Nasdaq’s listing requirements, but no guarantee can be provided that it will be successful in doing so and that the Merger will be consummated on or before September 2, 2025 or at all. Additionally, there can be no assurance that Longevity will be able to remain in compliance with the applicable Nasdaq listing requirements on an ongoing basis.

In the event that Longevity is ultimately delisted, the conditions to the Merger will not be met and, unless waived by Biolabs, the Merger may not close. See the section titled “The Merger Agreement - Conditions to the Completion of the Merger” beginning on page 89 of this proxy statement/prospectus.

Q: Why am I receiving this proxy statement/prospectus?

A: You are receiving this proxy statement/prospectus because you have been identified as a Longevity Stockholder as of the record date. This document serves as:

Q: What proposals will be voted on at the special meeting in connection with the Merger?

A: Pursuant to the terms of the Merger Agreement, the Nasdaq Issuance Proposal must be approved by the Longevity Stockholders at the special meeting in order for the Merger to be consummated. Proposal No. 1 is a condition to the completion of the Merger. The issuance of Longevity Common Stock in connection with the Merger and the change of control of Longevity resulting from the Merger will not take place unless Proposal No. 1 is approved by the majority of the votes cast at the special meeting by the Longevity Stockholders entitled to vote thereon and the Merger is consummated.

In addition to the requirement of obtaining the approval of the majority of the votes cast for Proposal No. 1, the Closing is subject to the satisfaction or waiver of each of the closing conditions set forth in the Merger Agreement. For a more complete description of the closing conditions under the Merger Agreement, please see the section titled “The Merger Agreement-Conditions to the Completion of the Merger” beginning on page 89 of this proxy statement/prospectus.

The presence, by accessing online or being represented by proxy, at the special meeting of the holders of a majority of the shares of Longevity Common Stock entitled to vote at the special meeting is necessary to constitute a quorum at the meeting for the approval of the Nasdaq Issuance Proposal.

Q: What proposals are to be voted on at the special meeting, other than the Nasdaq Issuance Proposal?

A: At the special meeting, the holders of Longevity Common Stock will also be asked to consider the following proposals:

Longevity does not expect that any matter other than the above Proposal Nos. 1, 2, 3, and 4 will be brought before the special meeting.

The presence, by accessing online or being represented by proxy, at the special meeting of the holders of the majority of the shares of Longevity Common Stock entitled to vote at the special meeting is necessary to constitute a quorum at the meeting for the purpose of approving Proposal Nos. 2, 3, and 4.

Q: What stockholder votes are required to approve the above proposals at the special meeting?

A: A majority of the votes cast at the special meeting by the Longevity Stockholders entitled to vote thereon, assuming a quorum is present, is required for approval of each of Proposal Nos. 1, 3, and 4.

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR”, “WITHOLD”, and “AGAINST” votes, as applicable, abstentions and broker non-votes, as applicable to each approval. Abstentions and broker non-votes will also be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. For Proposal Nos. 1, 3, and 4, abstentions and broker non-votes are not counted as votes cast and will have no effect on the outcome of the vote.

With respect to Proposal No. 2, directors are elected by a plurality of the votes cast by the Longevity Stockholders entitled to vote on the election at the special meeting, and the nominees for director receiving the highest number of affirmative votes, up to the number of directorships subject to election, will be elected. For Proposal No. 2, abstentions and broker non-votes are not counted as votes cast and will have no effect on the voting on Proposal No. 2. Longevity Stockholders may vote “FOR” a nominee or elect to “WITHOLD” their vote from a nominee under Proposal No. 2.

Q: As a Longevity Stockholder, how does the Longevity Board recommend that I vote?

A: After careful consideration, the Longevity Board unanimously recommends that Longevity Stockholders vote:

Q: What do I need to do now?

A: Longevity urges you to read this proxy statement/prospectus carefully, including the annexes and the documents incorporated by reference, and to consider how the Merger affects you.

If you are a Longevity Stockholder of record, you may provide your proxy instruction in one of four different ways:

Even if you plan to participate in the virtual special meeting, it is recommended that you also vote by proxy so that your vote will be counted if you later decide not to participate in the special meeting.

If you hold your shares in “street name” (as described below), will receive voting instructions from your broker, bank or other nominee. You must follow the voting instructions provided by your broker, bank or other nominee on how to vote your shares.

Longevity Stockholders holding their shares in “street name” should generally be able to vote by returning an instruction card, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank or other nominee. If you hold your shares in “street name,” you may not vote your shares on your own behalf at the special meeting unless you obtain a legal proxy from your broker, bank or other nominee. Please provide your proxy instructions only once, unless you are revoking a previously delivered proxy instruction, and as soon as possible so that your shares can be voted at the special meeting.

Q: What happens if I do not return a proxy card or otherwise vote or provide proxy instructions, as applicable?

A: If you are a Longevity Stockholder, the failure to return your proxy card or otherwise vote or provide proxy instructions will reduce the aggregate number of votes required to approve Proposal Nos. 1, 2, 3, and 4.

Q: May I attend the special meeting and vote in person?

A: Longevity Stockholders of record as of , 2025 will be able to attend and participate in the special meeting online by accessing www.virtualshareholdermeeting.com/XAGE2025SM. There will be no physical location for Longevity Stockholders to attend. To join the special meeting and vote online, you will need to have your 16-digit control number which is included on your proxy card or on the instructions that accompanied your proxy materials. The control number is designed to verify your identity and allow you to vote your shares of Longevity Common Stock at the special meeting or to vote by proxy prior to the special meeting. If you attend the special meeting and vote via the Internet, your vote will revoke any proxy that you have previously submitted.

If your shares are held in “street name,” you should contact your bank, broker or other nominee if you did not receive a control number. If your shares are held in “street name” you will also need to provide a legal proxy to vote during the meeting.

Please note that even if you plan to attend the special meeting, it is recommended that you vote in advance to ensure that your shares will be represented.

Q: Who counts the votes?

A: Votes will be counted by the inspector of elections appointed for the special meeting. If you are a Longevity Stockholder of record, your executed proxy card is returned directly to such inspector of elections for tabulation. If you hold your shares through a broker, your broker returns one proxy card to the inspector of elections on behalf of all its clients.

Q: If my Longevity shares are held in “street name” by my broker, will my broker vote my shares for me?

A: If you hold shares beneficially in street name and do not provide your broker or other agent with voting instructions, your shares may constitute a “broker non-vote.” A “broker non-vote” occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have or did not exercise discretionary authority to vote in the matter and has not received voting instructions from its clients. These matters are referred to as “non-routine” matters. Each of Proposals Nos. 1, 2, and 4 are considered “non-routine” matters, and thus your broker, bank, or other agent may not vote your shares on these proposals in the absence of such holders’ voting instructions. Accordingly, if you hold your shares beneficially in street name, please be sure to instruct your broker or other agent how to vote to ensure that your vote is counted on each of the proposals.

Q: What are broker non-votes and do they count for determining a quorum?

A: Generally, a “broker non-vote” occurs when shares held by a broker are not voted with respect to a particular proposal because the broker does not have or did not exercise discretionary authority to vote on the matter and has not received voting instructions from its client.

Broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Broker non-votes will not be counted as “votes cast” and will therefore have no effect on Proposal Nos. 1, 2, 3, and 4. Proposal No. 3 currently scheduled to be voted on at the special meeting is a “routine” matters for which brokers have discretionary authority to vote. Accordingly, it is not expected that there will be any broker non-votes for Proposal No. 3. However, Proposal Nos. 1, 2, and 4 are considered “non-routine” matters and there may be broker-non votes for those proposals.

Q: May I change my vote after I have submitted a proxy or provided proxy instruction?

A: Longevity Stockholders of record, unless such stockholders’ vote is subject to a support agreement, may change or revoke their vote at any time before their proxy is voted at the special meeting in one of four ways:

If a Longevity Stockholder who owns shares of Longevity Common Stock in “street name” has instructed a broker to vote its shares of Longevity Common Stock, the stockholder must follow directions received from its broker to change those instructions.

Q: Who is paying for this proxy solicitation?

A: Longevity is paying for the cost of printing and filing of this proxy statement/prospectus and the proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees, and fiduciaries who are record holders of Longevity Common Stock for the forwarding of solicitation materials to the beneficial owners of Longevity Common Stock. Longevity will reimburse these brokers, custodians, nominees and fiduciaries for the reasonable out-of-pocket expenses they incur in connection with the forwarding of solicitation materials. Longevity has retained Alliance Advisors, LLC (“Alliance Advisors”), to assist it in soliciting proxies using the means referred to above. Longevity will pay the fees of Alliance Advisors, which Longevity expects to be approximately $15,000, plus reimbursement of out-of-pocket expenses.

Q: Who can help answer my questions?

A: If you are a Longevity Stockholder and would like additional copies of this proxy statement/prospectus without charge or if you have questions about the Merger or related matters, including the procedures for voting your shares, you should contact:

Longevity Health Holdings, Inc.

2403 Sidney Street, Suite 300

Pittsburgh, PA 15203

(412) 894-8248

Email: bcassaday@healthxage.com

MARKET PRICE AND DIVIDEND INFORMATION

The Longevity Common Stock is currently listed on The Nasdaq Capital Market under the symbol “XAGE”.

The closing price of the Longevity Common Stock on April 10, 2025, the last day of trading prior to the announcement of the Merger, as reported on The Nasdaq Capital Market, was $0.13 per share, which does not give effect to the Reverse Stock Split. Because the market price of the Longevity Common Stock is subject to fluctuation, the market value of the shares of the Longevity Common Stock that the Biolabs Stockholders will be entitled to receive in the Merger may increase or decrease.

Biolabs is a private company and its securities are not publicly traded.

Assuming approval of Proposal No. 1 and successful application for initial listing with Nasdaq, following the consummation of the Merger, the Longevity Common Stock will continue to trade under the symbol “XAGE”.

As of April 30, 2025, there were approximately 214 registered holders of record of the Longevity Common Stock. As of April 30, 2025, Biolabs had 510 holders of record of Biolabs Common Stock and 4,455 holders of record of Biolabs Preferred Stock. For detailed information regarding the beneficial ownership of certain Longevity Stockholders, see Part III, Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in Longevity’s 2024 Annual Report, and for detailed information regarding the beneficial ownership of certain Biolabs Stockholders, see the section titled “Principal Stockholders of Biolabs” beginning on page 173 of this proxy statement/prospectus.

Dividends

Longevity has never declared or paid any cash dividends on the Longevity Common Stock and does not anticipate paying cash dividends on the Longevity Common Stock for the foreseeable future.

Biolabs has never paid or declared any cash dividends on the Biolabs Capital Stock. If the Merger does not occur, Biolabs does not anticipate paying any cash dividends on the Biolabs Capital Stock in the foreseeable future, and Biolabs intends to retain all available funds and any future earnings, if any, to finance the operation and expansion of its business and does not anticipate paying any cash dividends in the foreseeable future. Any future determination to pay dividends will be at the discretion of the Biolabs Board and will depend upon a number of factors, including its results of operations, financial condition, current and anticipated cash needs, future prospects, contractual restrictions, restrictions imposed by applicable laws and other factors the Biolabs Board deems relevant.

RISK FACTORS

The Combined Company will be faced with a market environment that cannot be predicted and that involves significant risks, many of which will be beyond its control. In addition to the other information contained or incorporated by reference in this proxy statement/prospectus, you should carefully consider the material risks described below before deciding how to vote your shares of Longevity Common Stock. You should also read and consider the other information in this proxy statement/prospectus and additional information about Longevity set forth in its 2024 Annual Report, which is filed with the SEC, as such risks may be updated or supplemented in its subsequent Quarterly Reports on Form 10-Q or Current Reports on Form 8-K, each of which is incorporated by reference into this proxy statement/prospectus. Please see the section titled “Where You Can Find More Information” beginning on page of this proxy statement/prospectus for further information regarding the documents incorporated by reference into this proxy statement/prospectus.

Risks Related to the Merger

Failure to complete, or delays in completing, the Merger could materially and adversely affect Longevity’s results of operations, business, financial results and/or common stock price.

On April 11, 2025, Longevity entered into the Merger Agreement with Biolabs, pursuant to which, if all of the conditions to the Closing are satisfied or waived, Merger Sub will merge with and into Biolabs, with Biolabs surviving as Longevity’s wholly owned subsidiary. Consummation of the Merger is subject to certain closing conditions, a number of which are not within Longevity’s control. Any failure to satisfy these required conditions to the Closing may prevent, delay or otherwise materially adversely affect the completion of the transaction. Longevity cannot predict with certainty whether or when any of the required closing conditions will be satisfied or if another uncertainty may arise and cannot assure you that Longevity will be able to successfully consummate the Merger as currently contemplated under the Merger Agreement or at all.

Longevity’s efforts to complete the Merger could cause substantial disruptions in, and create uncertainty surrounding, Longevity’s business, which may materially adversely affect Longevity’s results of operations and Longevity’s business. Uncertainty as to whether the Merger will be completed may affect Longevity’s ability to recruit prospective employees or to retain and motivate existing employees. Employee retention may be particularly challenging while the transaction is pending because employees may experience uncertainty about their roles following the transaction. Uncertainty as to whether the Merger will be completed could adversely affect Longevity’s business and Longevity’s relationship with collaborators, suppliers, vendors, regulators and other business partners. For example, vendors, collaborators and other counterparties may defer their decisions to work with Longevity or seek to change their existing business relationships with Longevity. Changes to, or termination of, existing business relationships could adversely affect Longevity’s results of operations and financial condition, as well as the market price of Longevity Common Stock. The adverse effects of the pendency of the transaction could be exacerbated by any delays in completion of the Merger or termination of the Merger Agreement.

The Exchange Ratio will not change or otherwise be adjusted based on the market price of Longevity Common Stock, so the Merger consideration at the Closing may have a greater or lesser value than at the time the Merger Agreement was signed.

Any changes in the market price of Longevity stock before the completion of the Merger will not affect the Exchange Ratio or the number of shares Biolabs Stockholders will be entitled to receive pursuant to the Merger Agreement. Therefore, if before the completion of the Merger, the market price of Longevity Common Stock increases from the market price on the date of the Merger Agreement, then Biolabs Stockholders could receive Merger consideration with substantially higher value for their shares of Biolabs Capital Stock than the parties had negotiated when they established the Exchange Ratio. Similarly, if before the completion of the Merger the market price of Longevity Common Stock decreases from the market price on the date of the Merger Agreement, then Biolabs Stockholders could receive Merger consideration with substantially lower value than the parties had negotiated when they established the Exchange Ratio. The Merger Agreement does not include a price-based termination right.

Failure to complete the Merger may result in Longevity paying a termination fee to Biolabs and could harm the price of Longevity Common Stock and future business and operations.

If the Merger is not completed, Longevity is subject to the following risks:

If the Merger Agreement is terminated, there can be no assurance that Longevity will be able to find another third party with whom to transact a business combination that would yield comparable or greater benefits.

If the conditions to the Merger are not satisfied or waived, the Merger may not occur.

Even if the Merger is approved by the Biolabs Stockholders and Proposal No. 1 as described in this proxy statement/prospectus is approved by the Longevity Stockholders, specified conditions must be satisfied or, to the extent permitted by applicable law, waived to complete the Merger. These conditions are set forth in the Merger Agreement and each material condition to the completion of the Merger is described in the section titled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 89 of this proxy statement/prospectus. Longevity and Biolabs cannot assure you that all of the conditions to the consummation of the Merger will be satisfied or waived. If the conditions are not satisfied or waived, the Merger may not occur or the Closing may be delayed.

The Merger may be completed even though a material adverse effect may result from the public announcement of the Merger, industry-wide changes or other causes.

In general, neither Longevity or Biolabs is obligated to complete the Merger if there is a material adverse effect affecting the other party between April 11, 2025 (the date of the Merger Agreement) and the Closing. However, certain types of events are excluded from the concept of a “material adverse effect.” Such exclusions include but are not limited to changes in general economic conditions, industry-wide changes, changes resulting from the public announcement of the Merger, natural disasters, pandemics, public health events, other force majeure events, acts or threat of terrorism or war and changes in Law or GAAP. Therefore, if any of these events were to occur and adversely affect Longevity or Biolabs, the other party would still be required to consummate the Merger notwithstanding such material adverse effects. If any such adverse effects occur and Longevity or Biolabs consummates the Closing, the common stock price of the Combined Company may suffer. This, in turn, may reduce the value of the Merger to the stockholders of Longevity, Biolabs, or both. For a more complete discussion of what constitutes a material adverse effect for Longevity or Biolabs, see the section titled “The Merger Agreement—Representations and Warranties” beginning on page 80 of this proxy statement/prospectus.

If Longevity and Biolabs complete the Merger, the Combined Company may need to raise additional capital by issuing equity securities or additional debt, which may cause significant dilution to the Combined Company’s stockholders or restrict the Combined Company’s operations.

Pursuant to the Merger Agreement, on or before to the Closing, Longevity is obligated to complete the Concurrent Financing. On April 14, 2025, Longevity entered into the ATM Sales Agreement to offer and sell shares of Longevity Common Stock pursuant to the ATM Financing. The shares of Longevity Common Stock issued in the ATM Financing will result in dilution to all securityholders of the Combined Company (i.e., both Longevity Stockholders and former Biolabs Stockholders).

Even if Longevity consummates the Concurrent Financing, the Combined Company may need to raise additional capital in the future. Additional financing may not be available to the Combined Company when it is needed or may not be available on favorable terms. To the extent that the Combined Company raises additional capital by issuing equity securities, such financing will cause additional dilution to all stockholders of the Combined Company, including Longevity Stockholders and former Biolabs Stockholders. It is also possible that the terms of any new equity securities may have preferences over the Combined Company’s common stock. Any debt financing into which the Combined Company enters may involve covenants that restrict its operations. These restrictive covenants may include limitations on additional borrowing and specific restrictions on the use of the Combined Company’s assets, as well as prohibitions on its ability to grant liens, pay dividends, redeem its stock or make investments. In addition, if the Combined Company raises additional funds through licensing arrangements, the terms of such arrangements may not be favorable to the Combined Company.

Some Longevity directors and executive officers may have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.

Directors and executive officers of Longevity may have interests in the Merger that are different from, or in addition to, the interests of other Longevity Stockholders generally. These interests with respect to Longevity’s directors and executive officers may include, among others, acceleration of stock option vesting, severance payments if employment is terminated in

a qualifying termination in connection with the Merger and rights to continued indemnification, expense advancement and insurance coverage. One or more members of the Longevity Board may continue as directors of the Combined Company after the Effective Time, and, following the Closing, may therefore be eligible to be compensated as non-employee directors of the Combined Company.

In addition, certain members of the Longevity Board will continue as directors of the Combined Company after the Effective Time, and, following the Closing, will be eligible to be compensated as non-employee directors of the Combined Company pursuant to a non-employee director compensation policy that is expected to be adopted in connection with the Closing and take effect at the Effective Time.

The Longevity Board was aware of and considered those interests, among other matters, in reaching its decision to approve and adopt the Merger Agreement, approve the Merger, and recommend the approval of the Merger Agreement to Longevity Stockholders. These interests, among other factors, may have influenced the directors and executive officers of Longevity to support or approve the Merger.

For more information regarding the interests of Longevity directors and executive officers in the Merger, please see the section titled “The Merger—Interests of Longevity’s Directors and Executive Officers in the Merger” beginning on page 69 of this proxy statement/prospectus.

Longevity Stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger.

If the Combined Company is unable to realize the full strategic and financial benefits currently anticipated from the Merger, Longevity Stockholders will have experienced substantial dilution of their ownership interests, including as a result of the Concurrent Financing, without receiving any commensurate benefit, or will have only received part of the commensurate benefit resulting from the extent to which the Combined Company is able to realize the strategic and financial benefits currently anticipated from the Merger.

If the Merger is not completed, Longevity’s stock price may decrease significantly.

The market price of Longevity Common Stock is subject to significant fluctuations. Market prices for securities of pharmaceutical, biotechnology and other life science companies have historically been particularly volatile. In addition, the market price of Longevity Common Stock will likely be volatile based on whether stockholders and other investors believe that Longevity can complete the Merger or otherwise raise additional capital to support Longevity’s operations if the Merger is not consummated and another strategic transaction cannot be identified, negotiated and consummated in a timely manner, if at all. The volatility of the market price of Longevity Common Stock may be exacerbated by low trading volume. Additional factors that may cause the market price of Longevity Common Stock to fluctuate include:

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of Longevity Common Stock. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies.

Longevity Stockholders will generally have a reduced ownership and voting interest in, and will exercise less influence over the management of, the Combined Company following the completion of the Merger as compared to their current ownership and voting interests in the respective companies.

After the completion of the Merger, the current Longevity Stockholders will generally own a smaller percentage of the Combined Company than their ownership of their respective companies prior to the Merger. Immediately after the consummation of the Merger, based solely on the estimated Exchange Ratio as described elsewhere in this proxy statement/prospectus, and without giving effect to an Concurrent Financing, Longevity securityholders as of immediately prior to the Merger are expected to own approximately 49.9% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis and the former Biolabs Stockholders are expected to own approximately 50.1% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis, in each case, before the issuance of any Earnout Shares.

During the pendency of the Merger, neither Longevity nor Biolabs will be able to enter into a business combination with another party on more favorable terms because of restrictions in the Merger Agreement, which could adversely affect their respective business prospects.

Covenants in the Merger Agreement impede the ability of Longevity and Biolabs to make acquisitions during the pendency of the Merger, subject to specified exceptions. As a result, if the Merger is not completed, the parties may be at a disadvantage with respect to their competitors during that period. In addition, while the Merger Agreement is in effect, each party is generally prohibited from soliciting, seeking, initiating or knowingly encouraging, inducing or facilitating the communication, making, submission or announcement of any acquisition proposal or acquisition inquiry or taking any action that could reasonably be expected to lead to certain transactions involving a third party, including a Merger, sale of assets or other business combination, subject to specified exceptions. Even if such a transaction would be favorable to such party’s stockholders, such party would be unable to pursue it. For more information, see the section titled “The Merger Agreement—Non-Solicitation” beginning on page 84 of this proxy statement/prospectus.

Certain provisions of the Merger Agreement may discourage third parties from submitting competing proposals, including proposals that may be superior to the transactions contemplated by the Merger Agreement.

The terms of the Merger Agreement prohibit each of Longevity and Biolabs from soliciting competing proposals or cooperating with persons making unsolicited takeover proposals except in limited circumstances as described in further detail in the section titled “The Merger Agreement—Non-Solicitation” beginning on page 84 of this proxy statement/prospectus. In addition, if Longevity terminates the Merger Agreement under specified circumstances, Longevity will be required to pay Biolabs a termination fee of $2 million. This termination fee may discourage third parties from submitting competing proposals to Longevity or its stockholders and may cause the Longevity Board to be less inclined to recommend a competing proposal.

Because the lack of a public market for Biolabs Capital Stock makes it difficult to evaluate the fair market value of its capital stock, the value of the Longevity Common Stock to be issued to Biolabs Stockholders may be more or less than the fair market value of Biolabs Capital Stock.

The outstanding capital stock of Biolabs is privately held and is not traded on any public market. The lack of a public market makes it difficult to determine the fair market value of Biolabs capital stock. Because the percentage of Longevity equity to be issued to Biolabs Stockholders was determined based on negotiations between the parties, it is possible that the value of the Longevity Common Stock to be issued to Biolabs Stockholders will be more or less than the fair market value of Biolabs capital stock.

Lawsuits may be filed against Longevity, Biolabs, or any of the members of their respective Boards arising out of the Merger, which may delay or prevent the Merger.

Putative stockholder complaints, including stockholder class action complaints, and other complaints may be filed against Longevity, the Longevity Board, Biolabs, the Biolabs Board and others in connection with the transactions contemplated by the Merger Agreement. The outcome of litigation is uncertain, and Longevity or Biolabs may not be successful in defending against any such future claims. Lawsuits that may be filed against Longevity, the Longevity Board, Biolabs, or the Biolabs Board could delay or prevent the Merger, divert the attention of Longevity’s and Biolabs’ management and employees from their day-to-day business and otherwise adversely affect Longevity and Biolabs financially.

Longevity is substantially dependent on Longevity’s remaining employees to facilitate the consummation of the Merger.

As of April 30, 2025, Longevity had only thirteen full-time employees. Longevity’s ability to successfully complete the Merger depends in large part on Longevity’s ability to retain certain remaining personnel. Despite Longevity’s efforts to retain these employees, one or more employees may terminate their employment with Longevity on short notice. The loss of the services of certain employees could potentially harm Longevity’s ability to consummate the Merger and run Longevity’s day-to-day business operations, as well as fulfill Longevity’s reporting obligations as a public company.

Financial projections regarding Longevity and Biolabs may not prove accurate.

In connection with the Merger, Longevity and Biolabs prepared and considered internal financial forecasts for Longevity and Biolabs. These financial projections are based on several assumptions, including regarding future operating cash flows, expenditures and income of Longevity and Biolabs, including benefits to be realized from the Merger. These financial projections were not prepared with a view to public disclosure, are subject to significant economic, competitive, industry and other uncertainties and may not be achieved in full, within projected timeframes or at all. The failure of Longevity and Biolabs to achieve projected results could have a material adverse effect on the price of each company’s common stock prior to consummation the Merger and the Combined Company’s financial position after the consummation of the Merger.

Risks Related to Longevity

Risks Related to Longevity’s Business and Operations

Longevity has limited experience as a commercial company, and the marketing and sale of Longevity’s cosmetic products may be unsuccessful.

Due to Longevity’s limited history and experience as a commercial company, Longevity faces significant risks and uncertainties relating to the commercialization of its cosmetic products. In order to successfully commercialize Longevity’s products, Longevity must continue to build on its marketing, sales, distribution, managerial, and other capabilities or make arrangements with third parties to perform these services. Longevity may face challenges that will inhibit its efforts, including:

If Longevity is unable to accomplish its commercialization objectives and manage these challenges, Longevity will not be able to generate operating revenue from its cosmetic products.

The cosmetics industry is highly competitive, and if Longevity is unable to compete effectively, its results will suffer.

Longevity faces vigorous competition from companies throughout the world, including large multinational consumer products companies that have many cosmetics brands under ownership and standalone beauty and skincare brands, including those that may target the latest trends or specific distribution channels. Competition in the cosmetics industry is based on the introduction of new products, pricing of products, quality of products and packaging, brand awareness, perceived value and quality, innovation, in-store presence and visibility, promotional activities, advertising, editorials, e-commerce and mobile-commerce initiatives, and other activities. Longevity must compete with a high volume of new product introductions as well as existing products by diverse companies across several different distribution channels. Many of the multinational consumer companies with which Longevity competes have greater financial, technical, or marketing resources, longer operating histories, greater brand recognition, or larger customer bases than Longevity does and may be able to respond more effectively to changing business and economic conditions than Longevity can. Longevity also expects to encounter increased competition as it enters new markets and as it attempts to penetrate existing markets with new products. Longevity’s competitors may attempt to gain market share by offering products at prices at or below the prices at which its products are typically offered, including through the use of large percentage discounts. Competitive pricing may require Longevity to reduce its prices, which would decrease Longevity’s profitability or result in lost sales. Longevity’s competitors may be better able to withstand these price reductions and lost sales. In addition, Longevity’s competitors may develop products that are safer, more effective, and more widely used, and may be more successful than Longevity in manufacturing and marketing their products.

It is difficult to predict the timing and scale of Longevity’s competitors’ activities or whether new competitors will emerge in the cosmetics industry. Technological breakthroughs, including new and enhanced technologies that increase competition in the online retail market, new product offerings by competitors, and the strength and success of Longevity’s competitors’ marketing programs, may further impede Longevity’s growth and the implementation of Longevity’s business strategy. Longevity’s ability to compete depends on the continued strength of Longevity’s brands and products, the success of marketing, innovation and execution strategies, the continued diversity of product offerings, the successful management of new product introductions and innovations, strong operational execution, including in order fulfillment, and success in entering new markets and expanding Longevity’s business in existing geographies. If Longevity is unable to continue to compete effectively, it could have a material adverse effect on its business, financial condition, and results of operations.

Longevity’s new product introductions may not be as successful as it anticipates.

The cosmetics industry is driven in part by skincare and haircare trends, which may shift quickly. Longevity’s continued success depends on its ability to anticipate, gauge, and react in a timely and cost-effective manner to changes in consumer preferences for skincare and haircare products, consumer attitudes toward Longevity’s industry and brands, and where and how consumers shop for and use these products. With the launch of Longevity’s first seven skincare products in 2024, Longevity’s acquisition of the Elevai ExosomesTM products in January 2025, and the anticipated launch of its remaining five skincare products during the first half of 2025, Longevity must continually establish and enhance the recognition of its brands, maintain a favorable mix of products that are acceptable to the market, continue to develop its approach as to how and where it markets and sells its products and work to develop, produce and market new products. Longevity has an established process for the development, evaluation, and validation of its new product concepts. Nonetheless, each new product launch involves risks, as well as the possibility of unexpected results. For example, the acceptance of new product launches and sales to its consumers may not be as high as Longevity anticipates, due to a lack of acceptance of the products themselves or their price, or the limited effectiveness of Longevity’s marketing strategies. In addition, Longevity’s ability to launch new products may be limited by its ability to timely manufacture, distribute, and ship new products. In the future, Longevity may also experience a decrease in sales of its existing products as a result of newly launched products. Any of these occurrences could delay or impede Longevity’s ability to achieve its sales objectives, which could have a material adverse effect on Longevity’s business, financial condition, and results of operations.

Acceptance of Longevity’s formulations or products in the marketplace is uncertain, and failure to achieve market acceptance will prevent or delay Longevity’s ability to generate revenue.

Longevity’s future financial performance will depend, at least in part, upon the introduction and consumer acceptance of its products. Even if approved for marketing by the necessary regulatory authorities, Longevity’s formulations or products may not achieve market acceptance. The degree of market acceptance will depend upon a number of factors, including:

Further, any loss of confidence on the part of consumers in Longevity’s products or in the ingredients used in or with such products could materially harm the image of Longevity’s brands and cause consumers to choose other products. Allegations regarding any of the above, even if untrue, may require Longevity to expend significant time and resources investigating and responding to such allegations and could, from time to time, result in a recall or market withdrawal of a product from any or all of the markets in which the affected product was distributed. See “Longevity’s products may cause or contribute to undesirable side effects that it is required to report to the U.S. Food and Drug Administration (the “FDA”), and if Longevity fails to do so, it would be subject to sanctions that could harm its reputation, business, financial condition, and results of operations” below.

Consumers or those within the medical community in general may be unwilling to accept, utilize, or recommend any of Longevity’s products or proposed formulations. If Longevity is unable to obtain or maintain the confidence of consumers or those who may otherwise utilize or recommend its products, or if required, obtain regulatory approval for, or commercialize and market, Longevity’s proposed formulations or products when planned, Longevity may not achieve market acceptance or generate any revenue.

Certain of the products Longevity processes are derived from human tissue and therefore have the potential for disease transmission.

The utilization of human tissue creates the potential for transmission of communicable disease, including, without limitation, human immunodeficiency virus, viral hepatitis, syphilis, and other viral, fungal, or bacterial pathogens. Longevity is required to comply with federal and state regulations intended to prevent communicable disease transmission.

Longevity maintains strict quality controls designed in accordance with Good Manufacturing Practices (“GMPs”) to ensure the safe procurement and processing of tissue, including terminal sterilization of its certain of its products. These controls are intended to prevent the transmission of communicable disease. However, risks exist with the use of any human derived products. In addition, negative publicity concerning disease transmission from other companies’ improperly processed donated tissue could have a negative impact on the demand for Longevity’s products and adversely affect Longevity’s business, financial condition, and results of operations.

If Longevity cannot successfully address quality issues that may arise with its products, Longevity’s brand reputation could suffer, and its business, financial condition, and results of operations could be adversely impacted.

In the course of conducting business, Longevity must adequately address quality issues that may arise with its products, as well as defects in third-party components included in its products, as any quality issues or defects may negatively impact consumer use of Longevity’s products. Although Longevity has established internal procedures to minimize risks that may arise from quality issues, Longevity may not be able to eliminate or mitigate occurrences of these issues and associated liabilities. If the quality of Longevity’s products does not meet the expectations of its consumers or the cosmetics market generally, then Longevity’s brand reputation could suffer, and its business could be adversely impacted. Longevity must also ensure that any promotional claims made for its products conform with government regulations.

Longevity’s success depends largely upon consumer satisfaction with the aesthetic results of its products.

In order to generate repeat business from consumers, Longevity’s consumers must be satisfied with the aesthetic results of its cosmetic products. Longevity’s products are cosmetic in nature, and the success of the results is highly subjective. Accordingly, cosmetics consumers’ perception of their aesthetic results may greatly vary even if Longevity’s products and systems associated therewith are shown to be objectively successful. If cosmetics consumers are not satisfied with the aesthetic benefits of Longevity’s products or feel that they are too expensive for the aesthetic results obtained, Longevity’s reputation and future sales could suffer.

Longevity may fail to retain or recruit necessary personnel, and it may be unable to secure the services of consultants.

Losing key personnel or failing to recruit necessary additional personnel would impede Longevity’s ability to attain its development objectives. There is intense competition for qualified personnel in the aesthetics and biomedical field, and Longevity may not be able to attract and retain the qualified personnel it needs to develop business. Longevity relies on organizations and individuals for the marketing and sales of its products. Longevity expects that this will continue to be the case. Such services may not always be available to Longevity on a timely basis, which may limit or delay its ability to develop or commercialize its products.

Certain of Longevity’s directors and scientific advisors serve as officers, directors, scientific advisors, or consultants of other companies that might be developing competitive products. None of Longevity’s directors are obligated under any agreement or understanding with Longevity to make any additional products or technologies available to it. Similarly, Longevity can give no assurances, and it does not expect, and investors should not expect, that any biomedical or pharmaceutical product or technology identified by any of Longevity’s directors or affiliates in the future would be made available to Longevity other than corporate opportunities. We can give no assurances that any such other companies will not have interests that are in conflict with their interests.

Longevity relies on third parties to supply certain raw materials and packaging components and to manufacture and package its products, and, if its third-party vendors do not timely supply these products or perform these services, it may delay or impair Longevity’s ability to develop, manufacture, market, and deliver its products.

Longevity purchases the raw materials and packaging components that are designed to its specifications for all of its cosmetic products from various third parties. In addition, Longevity relies on a third-party manufacturer to formulate and package certain of its products. Longevity collaborates with these vendors to meet Longevity’s stringent design and creative criteria. While Longevity believes that it currently has adequate sources of supply and services for all of its products, Longevity

and its vendors may, in the future, not be able to (i) perform under any definitive manufacturing, supply or service agreements or (ii) remain in business for a sufficient time to successfully produce and market Longevity’s cosmetic products. If Longevity does not maintain important vendor relationships, it may fail to find a replacement vendor, which could delay or impair its ability to commercialize, produce, and distribute its cosmetic products and substantially increase Longevity’s costs or deplete profit margins, if any. If Longevity does find replacement vendors, it may not be able to enter into agreements with vendors on favorable terms and conditions

In addition, Longevity does not have complete control over the ability of its third-party manufacturers to maintain adequate quality control, quality assurance and qualified personnel. Although Longevity requires its third-party manufacturers to supply it with components and products that meet Longevity’s specifications and comply with applicable legal and regulatory requirements in its agreements, and Longevity performs incoming inspection, testing or other acceptance activities to ensure the components and products meet its requirements, there is a risk that Longevity’s manufacturers will not always act consistent with Longevity’s best interests, and may not always supply components and products that meet Longevity’s requirements or supply components and products in a timely manner. If any of Longevity’s manufacturers fail to meet expectations or to comply with applicable legal or regulatory requirements, Longevity may need to find an alternative manufacturer, which could significantly impact Longevity’s ability to develop and market its products. Any failure on the part of Longevity’s manufacturers to comply with applicable regulations could result in sanctions being imposed on Longevity, including fines, injunctions, civil penalties, delays, recalls, criminal prosecutions or damage to Longevity’s reputation, any of which could significantly and adversely harm Longevity’s business and results of operations.

To be commercially successful, Longevity must educate physicians, where appropriate, on how and when its products are proper alternatives to existing treatments and that Longevity’s products should be used in their procedures.

Longevity believes physicians will only use Longevity’s products if they determine, based on their independent medical judgment and experience, clinical data, and published peer-reviewed journal articles, that the use of Longevity’s products in a particular procedure is a favorable alternative to other treatments. Physicians may be hesitant to change their existing medical treatment practices for the following reasons, among others:

If Longevity does not manage inventory in an effective and efficient manner, it could adversely affect its results of operations.

Many factors affect the efficient use and planning of inventory of certain components and other materials used in Longevity’s manufacturing processes to manufacture its marketed products, such as the effectiveness of predicting demand, the effectiveness of preparing manufacturing to meet demand, efficiently meeting product demand requirements, and the expiration of materials in inventory. Longevity may be unable to manage its inventory efficiently, keep inventory within expected budget goals, keep inventory on hand or manage it efficiently, control expired inventory, or keep sufficient inventory of materials to meet product demand due to its dependence on third-party suppliers. Finally, Longevity cannot provide assurances that it can keep inventory costs within its target levels. Failure to do so may harm its long-term growth prospects.

Longevity will need substantial additional funding. If Longevity is unable to raise capital when needed, it could be forced to delay, reduce, or eliminate its product development programs or commercialization efforts.

Longevity expects to devote substantial financial resources to its ongoing and planned activities, particularly in order to develop and commercialize its cosmetic products going forward and to make significant investments to support its business growth. Longevity expects its expenses to increase substantially in connection with its ongoing activities, particularly as it launches its additional skincare products throughout 2025. Longevity also expects to incur significant commercialization expenses related to product manufacturing, sales, marketing, and distribution. Accordingly, Longevity will need to obtain substantial additional funding in connection with its continuing operations. To obtain such funding, Longevity may need to engage in equity, equity-linked, or debt financings, including for possible use in acquisitions. If Longevity raises additional funds through future issuances of equity, equity-linked, or convertible debt securities, its existing stockholders could suffer significant dilution, and any new equity securities it issues could have rights, preferences, and privileges superior to those of

holders of Longevity Common Stock. Given current uncertainty in the capital markets and other factors, such funding may not be available on terms favorable to Longevity or at all.

Any additional debt financing that Longevity secures in the future could involve offering additional security interests and undertaking restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for Longevity to obtain additional capital and to pursue business opportunities, including potential acquisitions. Additionally, if Longevity seeks to access additional capital or increase its borrowing, there can be no assurance that debt or equity financing may be available to Longevity on favorable terms, if at all. If Longevity is unable to obtain adequate financing or financing on terms satisfactory to it when Longevity requires it, Longevity’s ability to continue to support its business growth and to respond to business challenges could be significantly impaired, and its business, results of operations, and financial condition may be harmed.

In addition, disputes may also arise between Longevity and its investors or lenders. For example, the Holders (as defined in Note 9 to the accompanying consolidated financial statements) have alleged that, among other claims, Longevity owes additional payment of principal and interest on the Convertible Notes (as defined in Note 9 to the accompanying consolidated financial statements) and that, under the terms of the Convertible Note Warrants (as defined in Note 9 to the accompanying consolidated financial statements), Longevity is required to repurchase such Convertible Note Warrants at a purchase price equal to the Black-Scholes Value of the unexercised portion of such Convertible Note Warrants as of the closing of the Business Combination. One of the Holders has filed suit seeking to recover such amounts allegedly owed. See Notes 9 and 11 to the accompanying consolidated financial statements for additional details. There can be no assurance that these or similar matters will not result in expensive arbitration, litigation, or other dispute resolution, including, but not limited to, the litigation filed by one of the Holders, which may not be resolved in Longevity’s favor and may adversely impact its financial condition.

Longevity may engage in strategic transactions that could impact its liquidity, increase its expenses, and present significant distractions to Longevity’s management.

From time to time, Longevity may consider strategic transactions, such as acquisitions of companies, business combinations, asset purchases, and out-licensing or in-licensing of products, product candidates, or technologies. Additional potential transactions that Longevity may consider include a variety of different business arrangements, including strategic partnerships, joint ventures, restructurings, divestitures, business combinations, and investments. Any such transaction may require Longevity to incur non-recurring or other charges, may increase its near- and long-term expenditures, and may pose significant integration challenges or disrupt Longevity’s management or business, which could adversely affect its business, financial condition, and results of operations. These transactions may entail numerous operational and financial risks, including:

Accordingly, although there can be no assurance that Longevity will undertake or successfully complete any transactions of the nature described above, any transactions that Longevity does complete may be subject to the foregoing or other risks and could have a material adverse effect on Longevity’s business, financial condition, and results of operations.

Longevity’s financial condition, results of operations, and cash flow may be adversely affected by changing economic conditions, including interest rates and inflation.

In recent years, the U.S. market has experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain and volatile, as a result of current geopolitical conditions including the Israel-Hamas war, the ongoing Russia-Ukraine war and conflict geopolitical tensions between the United States and China, proposed tariffs and other trade restrictions by the U.S. government and foreign governments, instability in the U.S. and global banking systems, high levels of inflation, high interest rates, the downgrading of the U.S.’s credit rating and the possibility of a recession. A decline in economic conditions, such as recession, economic downturn, and/or inflationary conditions in the U.S., could adversely and negatively impact Longevity’s financial condition, results of operations, and cash flow.

Longevity’s Risks Related to Legal and Regulatory Matters

New laws, regulations, enforcement trends, or changes in existing regulations governing the introduction, marketing, and sale of Longevity’s products to consumers could harm its business.

There has been an increase in regulatory activity in the United States related to cosmetic products and consumer protections, and the regulatory landscape is becoming more complex with increasingly strict requirements. If this trend continues, Longevity may find it necessary to alter some of the ways it has traditionally manufactured and marketed its products in order to stay in compliance with a changing regulatory landscape, and this could add to the costs of its operations and have an adverse impact on its business. To the extent federal, state, and local regulatory changes regarding consumer protection, or the ingredients, claims or safety of Longevity’s products occur in the future, they could require Longevity to reformulate or discontinue certain of its products, revise the product packaging or labeling, or adjust operations and systems, any of which could result in, among other things, increased costs, delays in product launches, product returns or recalls and lower net sales, and therefore could have a material adverse effect on its business, financial condition and results of operations. Noncompliance with applicable regulations could result in enforcement action by the FDA or other regulatory authorities within or outside the United States, including but not limited to product seizures, injunctions, product recalls and criminal or civil monetary penalties, all of which could have a material adverse effect on Longevity’s business, financial condition and results of operations.

In the United States, with the exception of color additives, the FDA does not currently require pre-market approval for products intended to be sold as cosmetics. However, the FDA may in the future require pre-market authorization for certain cosmetic products, establishments, or manufacturing facilities. Moreover, such products could also be regulated as both drugs and cosmetics simultaneously, as the categories are not mutually exclusive. The statutory and regulatory requirements applicable to drugs are extensive and require significant resources and time to ensure compliance. For example, if any of Longevity’s products intended to be sold as cosmetics were to be regulated as drugs, Longevity might be required to conduct, among other things, clinical trials to demonstrate the safety and efficacy of these products. Longevity may not have sufficient resources to conduct any required clinical trials or to ensure compliance with the manufacturing requirements applicable to drugs. If the FDA determines that any of Longevity’s products intended to be sold as cosmetics should be classified and regulated as drug products, and Longevity is unable to comply with applicable drug requirements, Longevity may be unable to continue to market those products. Any inquiry into the regulatory status of Longevity’s cosmetics and any related interruption in the marketing and sale of these products could damage its reputation and image in the marketplace.

In recent years, the FDA has issued warning letters to several cosmetic companies alleging improper claims regarding their cosmetic products. If the FDA determines that Longevity has disseminated inappropriate drug claims for its products intended to be sold as cosmetics, Longevity could receive a warning or untitled letter, be required to modify its product claims, or take other actions to satisfy the FDA. In addition, plaintiffs’ lawyers have filed class action lawsuits against cosmetic companies after receipt of these types of FDA warning letters. There can be no assurance that Longevity will not be subject to state and federal government actions or class action lawsuits, which could harm Longevity’s business, financial condition, and results of operations.

Additional state and federal requirements may be imposed on consumer products as well as cosmetics, cosmetic ingredients, or the labeling and packaging of products intended for use as cosmetics. For example, on December 29, 2022, Congress enacted the Modernization of Cosmetic Regulation Act of 2022 (“MoCRA”). MoCRA created new compliance requirements for manufacturers of cosmetic products in the United States and also significantly expanded the FDA's authority to oversee and regulate cosmetics. Under MoCRA, companies must comply with new requirements for cosmetics, such as new labeling requirements for certain products, safety substantiation, facility registration, product listing, adverse event reporting, good manufacturing practice requirements, and mandatory recalls. In addition, MoCRA provided the FDA with new enforcement authorities over cosmetics, such as the ability to initiate mandatory recalls and to obtain access to certain product

records. Many of the requirements become applicable on December 29, 2023, with some of the requirements, such as those relating to labeling, scheduled to become applicable later in 2024 and 2025.

The FDA was required under MoCRA to propose mandatory GMPs for cosmetics by December 29, 2024, which was subsequently delayed until October 2025, and parties that operate facilities engaged in the manufacturing or processing of cosmetic products are required to register such facilities and submit product listing information to FDA by the same deadline. While Longevity expects to meet the registration and GMP requirements, it is unable to ascertain at this time the full impact that complying with any new MoCRA requirements will have on Longevity’s business. Compliance with the new requirements may further increase the cost of manufacturing certain of Longevity’s products and could have a material adverse effect on Longevity’s business, financial condition, and results of operations.

Longevity’s products are also subject to state laws and regulations, such as the California Safe Drinking Water and Toxic Enforcement Act, also known as “Prop 65,” and various state PFAS regulations, and failure to comply with such laws may also result in lawsuits and regulatory enforcement that could have a material adverse effect on Longevity’s business, financial condition and results of operations. Longevity is, and may in the future be, involved in litigation related to such state laws and regulations.

Government regulations and private party actions relating to the marketing and advertising of Longevity’s products and services may restrict, inhibit, or delay Longevity’s ability to sell its products and harm its business, financial condition, and results of operations.

Government authorities regulate advertising and product claims regarding the performance and benefits of Longevity’s products. These regulatory authorities typically require a reasonable basis to support any marketing claims. What constitutes a reasonable basis for substantiation can vary widely from market to market, and there is no assurance that the efforts that Longevity undertakes to support its claims will be deemed adequate for any particular product or claim. A significant area of risk for such activities relates to improper or unsubstantiated claims about its products and their use or safety. If Longevity is unable to show adequate substantiation for Longevity’s product claims, or its promotional materials make claims that exceed the scope of allowed claims for the classification of the specific product, whether cosmetics, over-the-counter drug products, or other consumer products that Longevity offers, the FDA, the Federal Trade Commission (the “FTC”) or other regulatory authorities could take enforcement action or impose penalties, such as monetary consumer redress, requiring Longevity to revise its marketing materials, amend its claims or stop selling certain products, all of which could harm Longevity’s business, financial condition and results of operations. Any regulatory action or penalty could lead to private party actions, or private parties could seek to challenge Longevity’s claims even in the absence of formal regulatory actions, which could harm Longevity’s business, financial condition, and results of operations.

Longevity’s products may cause or contribute to undesirable side effects that it is required to report to the FDA, and if Longevity fails to do so, it would be subject to sanctions that could harm its reputation, business, financial condition, and results of operations.

The discovery of serious safety issues with Longevity’s products, or a recall of its products either voluntarily or at the direction of the FDA or another governmental authority, could have a negative impact on Longevity. The FDA regulates Longevity’s cosmetic products. In the United States, the FDA regulations govern, among other things, the activities that Longevity performs, including product development, product testing, product labeling, product storage, manufacturing, advertising, promotion, product sales, reporting of certain product adverse events and failures, and distribution. The FDA has the authority to require the recall or recommend the market withdrawal, as applicable, of commercialized products in the event that a product has a reasonable probability of causing a serious adverse health risk due to adulteration or misbranding. Companies may also choose to voluntarily recall a product if any material deficiency or regulatory violation is discovered. A government-mandated or voluntary recall could occur as a result of an unacceptable risk to health, component failures, malfunctions, manufacturing defects, labeling or design deficiencies, packaging defects, or other deficiencies or failures to comply with applicable regulations. Product defects or other errors may occur in the future. Depending on the corrective action Longevity takes to redress a product’s deficiencies or defects, the FDA may require, or Longevity may decide, that it will need to obtain new approvals, clearances, or certifications for the product before Longevity may market or distribute the corrected product. Seeking such approvals, clearances, or certifications may delay Longevity’s ability to replace the recalled products in a timely manner. Moreover, if Longevity does not adequately address problems associated with its products, Longevity may face additional regulatory enforcement action, including warning letters or untitled letters; fines, injunctions or civil penalties; suspension or withdrawal of approvals or clearances; seizures or recalls of products; total or partial suspension of production or distribution; administrative or judicially imposed sanctions; the FDA’s refusal to grant pending or future clearances or approvals for products; clinical holds; refusal to permit the import or export of products; and criminal prosecution. Companies are required to maintain certain records of recalls and corrective actions, even if they are not reportable to the FDA. Longevity

may initiate voluntary withdrawals or corrections for its products in the future that it determines does not require notification to the FDA. If the FDA disagrees with Longevity’s determinations, it could require that Longevity reports those actions as recalls, and Longevity may be subject to enforcement action. A future recall announcement could harm Longevity’s reputation, potentially lead to product liability claims against it, and negatively affect its sales.

Product liability lawsuits could divert Longevity’s resources, result in substantial liabilities, and reduce the commercial potential of its products.

Longevity’s business exposes it to the risk of product liability claims that are inherent to the development, clinical validation studies, and testing to demonstrate aesthetic improvement and marketing of aesthetic, skincare, and haircare products. These lawsuits may divert Longevity’s management from pursuing its business strategy and may be costly to defend. In addition, if Longevity is held liable in any of these lawsuits, Longevity may incur substantial costs and may be forced to limit or forgo further commercialization of those products. Although Longevity maintains general liability insurance in an amount that Longevity believes is reasonably adequate to insulate it from potential claims, this insurance may not fully cover potential liabilities. In addition, Longevity’s inability to obtain or maintain sufficient insurance coverage at an acceptable cost or to otherwise protect against potential product liability claims could prevent or inhibit the commercial production and sale of Longevity’s products, which could adversely affect its business.

In addition, Longevity’s business exposes it to the risk of product liability claims that are inherent in the manufacturing, processing, and marketing of human tissue products. Longevity may be subject to such claims if its products cause, or appear to have caused, an injury. Claims may be made by consumers, healthcare providers, patients, or others buying or selling Longevity’s products. Product liability claims can be expensive to defend (regardless of merit), divert Longevity’s management’s attention, result in substantial damage awards against Longevity, harm its reputation, and generate adverse publicity, which could result in the withdrawal of, or reduced acceptance of, Longevity’s products in the market.

Longevity may be subject to damages resulting from claims that Longevity or its employees have wrongfully used or disclosed alleged trade secrets of its competitors or are in breach of non-competition or non-solicitation agreements with its competitors.

Longevity may employ individuals who were previously employed at universities or pharmaceutical or cosmetics companies, including its competitors or potential competitors. Although Longevity tries to ensure that its employees, consultants and independent contractors do not use the proprietary information or know-how of others in their work for Longevity, and Longevity is not currently subject to any claims that its employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties, Longevity may in the future be subject to such claims. Litigation may be necessary to defend against these claims. If Longevity fails in defending any such claims, in addition to paying monetary damages, it may lose valuable intellectual property rights or personnel. Even if Longevity is successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.

Business interruptions could adversely affect future operations and financial conditions, and may increase Longevity’s costs and expenses.

Longevity’s operations, and those of its directors, employees, advisors, contractors, consultants, and collaborators, could be adversely affected by earthquakes, floods, hurricanes, typhoons, other extreme weather conditions, fires, water shortages, power failures, business systems failures, medical epidemics or pandemics, such as the COVID-19 pandemic, and other natural and man-made disaster or business interruptions, many of which are beyond Longevity’s and such third parties’ control. Longevity’s phones, electronic devices, and computer systems, and those of its directors, employees, advisors, contractors, consultants, and collaborators, are vulnerable to damages, theft and accidental loss, negligence, unauthorized access, terrorism, war, electronic and telecommunications failures, and other natural and man-made disasters. These locations may be subject to additional security and other risk factors due to the limited control of Longevity employees. If such an event as described above were to occur in the future, it may cause interruptions in Longevity’s operations, delay research and development programs, clinical validation, regulatory compliance activities, manufacturing and quality assurance activities, sales and marketing activities, hiring, training of employees and persons within associated third parties, and other business activities.

Likewise, Longevity relies and will continue to rely on third parties to conduct clinical trials, and similar events as those described in the prior paragraph relating to their business systems, equipment, and facilities could also have a material adverse effect on its business. To the extent that any disruption or security breach were to result in a loss of, or damage to, Longevity’s data or applications, or inappropriate disclosure of confidential or proprietary information, Longevity could incur

liability and the further development, commercialization, marketing, and sales of its products could be delayed or altogether terminated.

Longevity’s employees or others acting on its behalf may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could cause significant liability for Longevity and harm its reputation.

Longevity may be exposed to the risk that its employees, independent contractors, consultants, distributors and vendors, and other individuals or entities with whom it has arrangements to act on its behalf may engage in unethical, fraudulent, or illegal activity. Misconduct by these parties could include intentional, reckless and/or negligent conduct or disclosure of unauthorized activities to Longevity that violates: (i) the laws and regulations of the FDA, including those laws requiring the reporting of true, complete and accurate information to the FDA; (ii) manufacturing standards; or (iii) laws that require the true, complete and accurate reporting of financial information or data. Misconduct by employees or others acting on Longevity’s behalf could also involve the improper use of information obtained in the course of clinical validation studies or other testing of Longevity’s cosmetic products, which could result in regulatory sanctions and serious harm to Longevity’s reputation. It is not always possible to identify and deter such misconduct, and the precautions Longevity takes to detect and prevent this activity may not be effective in controlling unknown or unmanaged risks or losses or in protecting it from governmental investigations or other actions or lawsuits stemming from a failure to be in compliance with such laws or regulations. If any such actions or investigations are instituted against Longevity, and Longevity is not successful in defending itself or asserting its rights, those actions or investigations could result in government investigations, legal proceedings, the imposition of significant fines or other sanctions, including the imposition of monetary penalties, damages, monetary fines, contractual damages, reputational harm, diminished profits and future earnings and curtailment of operations, any of which could adversely affect Longevity’s ability to operate its business and its results of operations. Whether or not Longevity is successful in defending against such actions or investigations, Longevity could incur substantial costs, including legal fees, and divert the attention of management in defending ourselves against any of these claims or investigations, which could have a material adverse effect on Longevity’s business, financial condition, and results of operations.

Risks Related to Longevity’s Intellectual Property

Longevity may not be able to protect its proprietary technology, which could harm Longevity’s ability to operate profitably.

The patent positions of biologics and cosmetics companies are uncertain and involve complex legal and factual questions. These industries place considerable importance on obtaining patent and trade secret protection for new technologies, cosmetic products, and processes. Longevity may incur significant expenses in protecting its intellectual property and defending or assessing claims with respect to intellectual property owned by others. Any patent or other infringement litigation by or against Longevity could cause Longevity to incur significant expenses and divert the attention of its management.

Others may file patent applications or obtain patents on similar technologies that compete with Longevity’s products. Longevity cannot predict how broad the claims in any such patents or applications will be and whether they will be allowed. Once claims have been issued, Longevity cannot predict how they will be construed or enforced. Longevity may infringe upon the intellectual property rights of others without being aware of it. If another party claims Longevity is infringing their technology, Longevity could have to defend an expensive and time-consuming lawsuit, pay a large sum if Longevity is found to be infringing, or be prohibited from selling or licensing Longevity’s products unless Longevity obtains a license or redesign its products, which may not be possible.

Longevity also relies on trade secrets and proprietary know-how to develop and maintain its competitive position. Some of Longevity’s current or former employees, consultants, scientific advisors, contractors, current or prospective corporate collaborators may unintentionally or willfully disclose Longevity’s confidential information to competitors or use Longevity’s proprietary technology for their own benefit. Furthermore, enforcing a claim alleging the infringement of Longevity’s trade secrets would be expensive and difficult to prove, making the outcome uncertain. Longevity’s competitors may also independently develop similar knowledge, methods, and know-how or gain access to Longevity’s proprietary information through some other means.

Longevity may incur substantial costs as a result of litigation or other proceedings relating to patent and other intellectual property rights, as well as costs associated with lawsuits.

If any other person filed patent applications, or is issued patents, claiming technology also claimed by Longevity, Longevity may be required to participate in interference or derivation proceedings in the U.S. Patent and Trademark Office

(the “USPTO”) to determine priority and/or ownership of the invention. Longevity’s licensors or Longevity may also need to participate in interference proceedings involving issued patents and pending applications of another entity.

The intellectual property environment in Longevity’s industry is particularly complex, constantly evolving, and highly fragmented. Other companies and institutions have issued patents and have filed or will file patent applications that may issue into patents that cover or attempt to cover products, processes, or technologies similar to Longevity’s. Longevity has not conducted freedom-to-use patent searches on all aspects of Longevity’s cosmetic products, and may be unaware of relevant patents and patent applications of third parties. In addition, the freedom-to-use patent searches that have been conducted may not have identified all relevant issued patents or pending patent applications. Longevity cannot provide assurance that its cosmetic products or proposed products will not ultimately be held to infringe one or more valid claims owned by third parties, which may exist or come to exist in the future, or that in such case Longevity will be able to obtain a license from such parties on acceptable terms.

Longevity cannot guarantee that its technologies will not conflict with the rights of others. Longevity may also face frivolous litigation or lawsuits from various competitors or from litigious securities attorneys. The cost of any litigation or other proceeding relating to these areas, even if deemed frivolous or resolved in Longevity’s favor, could be substantial and could distract management from its business. Uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on Longevity’s ability to continue its operations.

If Longevity infringes the rights of others, Longevity could be prevented from selling products or forced to pay damages.

Longevity’s research, development, and commercialization activities may infringe or otherwise violate or be alleged to infringe or otherwise violate patents owned or controlled by other parties. Competitors in the field of aesthetics and cosmetics have developed large portfolios of patents and patent applications in fields relating to Longevity’s business. Additionally, there may also be patent applications that have been filed but not published that, when issued as patents, could be asserted against Longevity. These third parties could bring claims against Longevity that would cause it to incur substantial expenses and, if successful against us, could cause Longevity to pay substantial damages and/or Longevity could be forced to stop or delay research, development, manufacturing, or sales of the product that is the subject of the suit. Further, if a patent infringement suit were brought against Longevity, during the pendency of the litigation, Longevity could be forced to stop or delay research, development, manufacturing, or sales of the product that is the subject of the suit. If Longevity’s products, methods, processes, and other technologies are found to infringe the rights of other parties, Longevity could be required to pay damages, or may be required to cease using the technology or to license rights from the prevailing party. Any prevailing party may be unwilling to offer Longevity a license on commercially acceptable terms.

Longevity cannot be certain it will be able to obtain and maintain patent protection to protect its products and technology.

Longevity cannot be certain that all patents applied for will be issued or that its existing patents can be maintained. If a third party has also filed a patent application relating to an invention claimed by Longevity or one or more of its licensors, Longevity may be required to participate in an interference or derivation proceeding declared or instituted by the USPTO, which could result in substantial uncertainties and cost for Longevity, even if the eventual outcome is favorable to Longevity. The degree of future patent protection for Longevity’s cosmetic products and technology is uncertain. For example:

Longevity may infringe the intellectual property rights of others, which may prevent or delay Longevity’s product development efforts and stop Longevity from commercializing or increase the costs of commercializing its cosmetic products.

Longevity’s success will depend in part on its ability to operate without infringing, misappropriating, or otherwise violating the trademarks, patents, copyrights, trade secrets, and other proprietary rights of others. Longevity cannot guarantee that its cosmetic products, or the manufacture or use of its cosmetic products, will not infringe, misappropriate, or otherwise violate such third-party rights. From time to time, Longevity may receive allegations of trademark or patent infringement, and third parties have filed claims against Longevity with allegations of intellectual property infringement. In addition, third parties may involve Longevity in intellectual property disputes as part of a business model or strategy to gain competitive advantage.

Defending against such allegations and litigation could be costly, affect Longevity’s results of operations, divert the attention of managerial and scientific personnel, and have an adverse impact on Longevity’s ability to bring products to market. Some of these third parties may be better capitalized and have more resources than Longevity. In the event Longevity is to infringe or violate a third party’s intellectual property rights, it may need to halt commercialization of the relevant cosmetic product(s), obtain a license, which may not be available to Longevity on commercially reasonable terms, and redesign or rebrand its marketing strategy or cosmetic products, which may not be possible or may be costly. In addition, there is a risk that a court will order Longevity to pay the other party damages for having violated or infringed upon the other party’s intellectual property rights.

Some of Longevity’s competitors may be able to sustain the costs of complex intellectual property litigation more effectively than Longevity can because they have substantially greater resources. In addition, any uncertainties resulting from the initiation and continuation of any such litigation could have a material adverse effect on Longevity’s ability to raise the funds necessary to continue its operations.

If Longevity fails to protect or enforce its intellectual property or confidential proprietary information relating to cosmetic products, it may not be able to compete effectively, which may negatively affect Longevity’s business as well as limit its partnership or acquisition appeal.

Longevity’s success depends in part on its ability to protect its intellectual property rights. Longevity relies on a combination of trademarks, trade secrets, confidential proprietary information, domains, licensed patent rights, and other intellectual property rights to protect its intellectual property. Longevity may be subject to competition despite the existence of intellectual property it licenses or own. Longevity can give no assurances that its intellectual property will be sufficient to prevent third parties from designing around the patents it owns or licenses and developing and commercializing competitive products. The existence of competitive products that avoid Longevity’s intellectual property could materially adversely affect Longevity’s operating results and financial condition. Furthermore, limitations, or perceived limitations, in Longevity’s intellectual property may limit the interest of third parties to partner, collaborate, or otherwise transact with Longevity, if third parties perceive a higher than acceptable risk to the commercialization of Longevity’s products or future products.

Longevity may elect to sue a third party, or otherwise make a claim, alleging infringement or other violation of patents, trademarks, trade dress, copyrights, trade secrets, domain names, or other intellectual property rights that Longevity either owns or licenses. If Longevity does not prevail in enforcing its intellectual property rights in this type of litigation, Longevity may be subject to:

A third party may also challenge the validity, enforceability, or scope of the intellectual property rights that Longevity licenses or owns, and the result of these challenges may narrow the claim scope of or invalidate intellectual property rights that are integral to Longevity’s cosmetic products in the future. There can be no assurance that Longevity will be able to successfully

defend its intellectual property rights in an action against third parties due to the unpredictability of litigation and the high costs associated with intellectual property litigation, among other factors.

Changes to patent law, for example the Leahy-Smith America Invests Act of 2011 and the Patent Reform Act of 2009 and other future article of legislation in the U.S., may substantially change the regulations and procedures surrounding patent applications, issuance of patents, prosecution of patents, challenges to patent validity, and patent enforcement. Longevity can give no assurances that its patents and those of its licensor(s) can be defended or will protect Longevity against future intellectual property challenges, particularly as they pertain to changes in patent law and future patent law interpretations.

In addition, enforcing and maintaining Longevity’s intellectual property protection depends on compliance with various procedural, document submission, fee payment, and other requirements imposed by the USPTO and courts, and protection of its intellectual property rights could be reduced or eliminated for non-compliance with these requirements.

If Longevity is not able to protect and control its unpatented trade secrets, know-how, and other proprietary technology, Longevity may suffer competitive harm.

Longevity also relies on proprietary trade secrets and unpatented know-how to protect its research and development activities, particularly when Longevity does not believe that patent protection is appropriate or available. However, trade secrets are difficult to protect. Longevity will attempt to protect its trade secrets and unpatented know-how by requiring its employees, consultants, collaborators, and advisors to execute a confidentiality and non-use agreement. Longevity cannot guarantee that these agreements will provide meaningful protection, that these agreements will not be breached, that Longevity will have an adequate remedy for any such breach, or that Longevity’s trade secrets will not otherwise become known or independently developed by a third party. Longevity’s trade secrets, and those of its present or future collaborators with which Longevity has agreements authorizing its use or access to such trade secrets, may become known or may be independently discovered by others, which could adversely affect the competitive position of its products.

If Longevity’s trademarks and trade names are not adequately protected, then Longevity may not be able to build name recognition in its target markets, and Longevity’s business may be adversely affected.

Longevity’s registered or unregistered trademarks or trade names may be challenged, infringed, circumvented, declared generic, or determined to be infringing on other marks. Longevity may not be able to protect its rights in these trademarks and trade names, which Longevity needs in order to build name recognition with potential partners or consumers in its target markets. If Longevity is unable to establish name recognition based on its trademarks and trade names, then Longevity may not be able to compete effectively, and its business may be adversely affected.

Risks Related to Longevity’s Financial Condition

Longevity’s future success is dependent, in part, on the performance and continued service of its officers and directors.

Longevity is presently dependent largely upon the experience, abilities, and continued services of its senior management, including its Chief Executive Officer, Rajiv Shukla. The loss of services of Mr. Shukla could have a material adverse effect on Longevity’s business, financial condition, or results of operation. Other key executives are important to Longevity’s ongoing capability to develop, commercialize, and, if necessary, obtain regulatory approval for its cosmetic products. The competition for executive talent may make it difficult to replace any of these key positions in a timely manner. Longevity does not maintain “key employee” insurance policies on any of its executive officers that would compensate Longevity for the loss of their services. The time and cost required to replace a key employee may have a material adverse effect on Longevity’s results of operations and financial condition.

Management has concluded that there is substantial doubt about Longevity’s ability to continue as a going concern.

The accompanying financial statements have been prepared on the basis that Longevity will continue as a going concern, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. As of December 31, 2024, Longevity had negative net working capital of $4,921,151, a net loss from continuing operations of $10,650,464, and negative net cash flow from operations of $4,388,948. Longevity has historically relied on raising capital to fund its operations. Based on its working capital balance as of December 31, 2024 and projected cash needs for the next twelve months, Longevity’s management estimates that it will need to raise additional capital to cover operating and capital requirements. Management will need to raise the additional funds through issuing additional shares of Longevity Common Stock or other equity securities or obtaining debt financing. There can be no assurance that any required future financing can

be successfully completed on a timely basis or on terms acceptable to Longevity. Based on these circumstances, management has determined there is substantial doubt about Longevity’s ability to continue as a going concern.

The accompanying consolidated financial statements do not include any adjustments that may be necessary should Longevity be unable to continue as a going concern.

Longevity may become involved in litigation that may materially adversely affect it.

From time to time, Longevity may become involved in various legal proceedings relating to matters incidental to the ordinary course of business, including intellectual property, commercial, product liability, employment, class action, whistleblower, shareholder derivative suits, and other litigation and claims, and governmental and other regulatory investigations and proceedings. The Holders of the Convertible Notes have alleged that Longevity owes additional principal and interest thereon and is required to repurchase the Convertible Note Warrants. One of the Holders has filed suit seeking to recover such amounts allegedly owed. Longevity’s management believes that its obligations under the Convertible Notes have been satisfied and that no additional payments are due to the Holders, and Longevity has conveyed its position to the Holders. Nevertheless, Longevity cannot assure you that it will prevail. Such matters can be time-consuming, divert management’s attention and resources, cause Longevity to incur significant expenses or liability, or require Longevity to change its business practices. Because of the potential risks, expenses, and uncertainties of litigation, Longevity may, from time to time, settle disputes, even where it believes that it has meritorious claims or defenses. Because litigation is inherently unpredictable, Longevity cannot assure you that the results of any of these actions will not have a material adverse effect on its business.

Longevity has a history of net losses, and it may not be able to achieve or maintain profitability in the future.

Longevity has incurred net losses each year since its inception, and it may not be able to achieve or maintain profitability in the future. For the years ended December 31, 2024 and 2023, Longevity had a loss from continuing operations of $10,650,464 and $16,205,252, respectively, and negative cash flows from operations of $4,388,948 and $8,348,208, respectively. To date, Longevity has financed its operations primarily through the sale of equity securities and convertible debt. Longevity has devoted substantially all of its financial resources and efforts to research and development, including preclinical studies and clinical trials, and Longevity anticipates that its expenses will continue to increase over the next several years as Longevity continues to develop and launch its cosmetic products, expand into new markets and increase its sales and marketing efforts. These efforts may be more costly than Longevity expects and may not result in increased revenue or growth in its business. Accordingly, Longevity expects to continue to incur substantial operating losses for the foreseeable future, which may fluctuate significantly from quarter to quarter and year to year.

Any failure to increase revenue sufficiently to keep pace with Longevity’s investments and other expenses could prevent Longevity from achieving or maintaining profitability or positive cash flow on a consistent basis. If Longevity is unable to successfully address these risks and challenges as it encounters them, Longevity’s business, financial condition, results of operations, and prospects could be adversely affected. If Longevity is unable to generate adequate revenue and manage its expenses, it may continue to incur significant losses in the future and may not be able to achieve or maintain profitability. In addition, even if Longevity does achieve profitability, it may not be able to sustain or increase profitability. Longevity’s failure to become and remain profitable would depress the value of its company and could impair its ability to maintain research and development efforts, expand Longevity’s business, diversify its product offerings, or even continue its operations. A decline in the value of Longevity could also cause you to lose all or part of your investment.

An economic downturn may harm Longevity’s business and the results of its operations.

Longevity’s overall performance depends, in part, on worldwide economic conditions. The U.S. and global markets have experienced cyclical or episodic downturns, and worldwide economic conditions remain uncertain and volatile, as a result of current geopolitical conditions including the Israel-Hamas war, the ongoing Russia-Ukraine war and geopolitical tensions between China and the U.S., proposed tariffs and other trade restrictions by the U.S. government and foreign governments, instability in the U.S. and global banking systems, high levels of inflation, high interest rates, the downgrading of the U.S.’s credit rating and the possibility of a recession. Impacts of such economic weakness include:

These developments could lead to supply chain disruptions, decreased consumer spending, and uncertainty about business continuity, which may adversely affect Longevity’s business and its results of operations.

Future increases in interest rates may increase Longevity’s borrowing costs and may also affect its ability to obtain working capital through borrowings such as bank credit lines and public or private sales of debt securities, which may result in lower liquidity, reduced working capital, and other adverse impacts on its business.

Any continued increases in interest rates in the future will increase the cost of new indebtedness/servicing Longevity’s outstanding indebtedness/refinancing its outstanding indebtedness, and could materially and adversely affect its results of operations, financial condition, liquidity, and cash flows.

Significant disruptions of information technology systems, computer system failures, or breaches of information security could adversely affect Longevity’s business.

Longevity relies to a large extent upon information technology systems to operate its business. In the ordinary course of business, Longevity collects, stores, and transmits large amounts of confidential information (including, but not limited to, personal information and intellectual property). The size and complexity of Longevity’s information technology and information security systems, and those of its third-party vendors with whom it may contract, make such systems potentially vulnerable to service interruptions or to security breaches from inadvertent or intentional actions by its employees or vendors, or from malicious attacks by third parties. Such attacks are of ever-increasing levels of sophistication and are made by groups and individuals with a wide range of motives (including, but not limited to, industrial espionage and market manipulation) and expertise. While Longevity intends to invest in the protection of data and information technology, there can be no assurance that its efforts will prevent service interruptions or security breaches.

Longevity’s internal computer systems, and those of its business vendors on which it may rely, are vulnerable to damage from computer viruses, unauthorized access, natural disasters, fire, terrorism, war, and telecommunication and electrical failures. Longevity exercises little or no control over these third parties, which increases Longevity’s vulnerability to problems with their systems. If such an event were to occur and cause interruptions in Longevity’s operations, it could result in a material disruption of its development programs. Any interruption or breach in Longevity’s systems could adversely affect Longevity’s business operations or result in the loss of critical or sensitive confidential information or intellectual property, and could result in financial, legal, business and reputational harm to Longevity or allow third parties to gain material, inside information that they use to trade in Longevity’s securities. To the extent that any disruption or security breach results in a loss of or damage to Longevity’s data or applications, or inappropriate disclosure of confidential or proprietary information, Longevity could incur liability, the further development of Longevity’s cosmetic products could be delayed, and Longevity’s business could be otherwise adversely affected.

Longevity will need to grow the size of its organization in the future, and it may experience difficulties in managing this growth.

Longevity will need to grow the size of its organization in order to support its continued development and commercialization of its cosmetic products. As Longevity’s development and commercialization plans and strategies continue to develop, Longevity’s need for additional managerial, operational, manufacturing, sales, marketing, financial, and other resources will increase. Longevity’s management, personnel, and systems currently in place will not be adequate to support this future growth. Future growth would impose significant added responsibilities on members of management, including:

If Longevity’s operations expand, it will also need to manage additional relationships with various strategic partners, suppliers, and other third parties. Longevity’s future financial performance and its ability to commercialize its cosmetic

products and to compete effectively will depend, in part, on Longevity’s ability to manage any future growth effectively, as well as its ability to develop a sales and marketing force when appropriate for Longevity. To that end, Longevity must be able to manage its development efforts effectively and hire, train, and integrate additional management, research and development, manufacturing, administrative, and sales and marketing personnel. The failure to accomplish any of these tasks could prevent Longevity from successfully growing.

Risks Related to Longevity Common Stock

If Longevity were to be delisted from Nasdaq, it could reduce the visibility, liquidity, and price of Longevity Common Stock.

On September 30, 2024, Longevity received notification from the Department indicating that it no longer met the Minimum Bid Price Requirement. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq provided Longevity with 180 calendar days, or until the Minimum Bid Compliance Date, to regain compliance with the Minimum Bid Price Requirement.

On March 24, 2025, at the Special Meeting, the Longevity Stockholders approved a reverse stock split of Longevity 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 Longevity Board. Following the Special Meeting, on April 24, 2025, the Longevity Board approved the Reverse Stock Split at a ratio of 1-for-30. The Reverse Stock Split is expected to become effective on May 12, 2025 at 9:00 a.m., Eastern Time, with the Longevity Common Stock to begin trading on a split-adjusted basis at market open on May 14, 2025. Although the Longevity Board has decided to implement the Reverse Stock Split, the effect of the Reverse Stock Split upon the market price of the Longevity Common Stock cannot be predicted with any certainty, and the history of similar stock splits for companies in like circumstances is varied. It is possible that (i) the per share price of Longevity Common Stock after the Reverse Stock Split will not rise in proportion to the reduction in the number of shares of Longevity Common Stock outstanding resulting from the Reverse Stock Split, (ii) the market price per post-reverse stock split share may not exceed or remain in excess of the $1.00 minimum bid price for a sustained period of time or (iii) the Reverse Stock Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. Even after effectiveness of the Reverse Stock Split, the market price of Longevity Common Stock may decrease due to factors unrelated to the Reverse Stock Split. In any case, the market price of Longevity Common Stock will be based on other factors that may be unrelated to the number of shares outstanding, including Longevity’s future performance. If the Reverse Stock Split is consummated and the trading price of Longevity Common Stock declines, the percentage decline as an absolute number and as a percentage of Longevity’s overall market capitalization may be greater than would occur in the absence of the Reverse Stock Split.

Even if the market price per post-Reverse Stock Split share of Longevity Common Stock remains in excess of $1.00 per share, Longevity may be delisted due to a failure to meet other continued listing requirements, including Nasdaq requirements related to the minimum number of shares that must be in the public float and the minimum market value of the public float. On August 30, 2024, Longevity received notice from the Department that it is not in compliance with Nasdaq Listing Rule 5550(b)(2) as a result of its MVLS falling below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to the MVLS Requirement from July 15, 2024 to August 29, 2024. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq provided Longevity with 180 calendar days, or until the MVLS Compliance Date, to regain compliance with the MVLS Requirement. To regain compliance during the 180-day period, Longevity’s MVLS must be at least $35 million for a minimum of ten consecutive business days at any time during this period, after which Nasdaq will provide written confirmation of compliance to Longevity, and the matter will be closed. Longevity did not regain compliance with the MVLS Requirement by the MVLS Compliance Date. Accordingly, on March 4, 2025, Longevity received written notice from the Department notifying Longevity that it had failed to regain compliance with the MVLS Requirement by the MVLS Compliance Date. As such, Longevity requested a hearing to appeal Nasdaq’s delisting determination to the Nasdaq Hearings Panel. On April 15, 2025, Longevity’s hearing with the Nasdaq Hearings Panel was held. The Nasdaq Hearings Panel conditionally granted Longevity an additional compliance period until September 2, 2025 to regain compliance with both of the MVLS Requirement and the Minimum Bid Price Requirement, subject to the provision of certain financial information with respect to the parties to the Merger and other conditions.

Longevity believes that the Merger and the Reverse Stock Split provide a path to regaining compliance with Nasdaq’s listing requirements, but no guarantee can be provided that it will be successful in doing so and that the Merger will be consummated on or before September 2, 2025, or at all. Additionally, there can be no assurance that Longevity will be able to remain in compliance with the applicable Nasdaq listing requirements on an ongoing basis. If the Longevity Common Stock is delisted from Nasdaq, its liquidity would reduce materially and result in a corresponding material reduction in the price of Longevity Common Stock. In addition, delisting could harm Longevity’s ability to raise capital through alternative financing sources on terms acceptable to Longevity, or at all, and may result in the potential loss of confidence by investors, employees and business development opportunities. Such a delisting likely would impair your ability to sell or purchase Longevity

Common Stock when you wish to do so. Further, if Longevity were to be delisted from Nasdaq, the Longevity Common Stock may no longer be recognized as a “covered security” and Longevity would be subject to regulation in each state in which it offers securities. Thus, delisting from Nasdaq could adversely affect Longevity’s ability to raise additional financing through the public or private sale of equity securities, would significantly impact the ability of investors to trade Longevity securities and would negatively impact the value and liquidity of Longevity Common Stock.

Longevity expects the price of Longevity Common Stock may be volatile and may fluctuate substantially.

The stock market in general and the market for cosmetics companies in particular have experienced extreme volatility that has often been unrelated to the operating performance of particular companies. The market price for Longevity Common Stock may be influenced by many factors, including:

In the past, following periods of volatility in companies’ stock prices, securities class-action litigation has often been instituted against such companies. Such litigation, if instituted against Longevity, could result in substantial costs and diversion of management’s attention and resources, which could materially and adversely affect Longevity’s business and financial condition.

Future resales of Longevity Common Stock may cause the market price of Longevity securities to drop significantly, even if Longevity’s business is doing well.

Sales of a substantial number of shares of Longevity Common Stock in the public market could occur at any time. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of Longevity Common Stock.

As restrictions on resale end and registration statements for the sale of the shares held by parties who have contractual registration rights are available for use, the sale or possibility of sale of these shares could have the effect of increasing the volatility in the market price of Longevity Common Stock or decreasing the market price itself. As a result of any such decreases in the price of Longevity Common Stock, purchasers who acquire shares of Longevity Common Stock may lose some or all of their investment.

Any significant downward pressure on the price of Longevity Common Stock as the selling stockholders sell the shares of Longevity Common Stock, or the prospect of such shares, could encourage short sales by the selling stockholders or others. Any such short sales could place further downward pressure on the price of Longevity Common Stock.

Longevity is required to register the issuance of the shares underlying the warrants issued in the IPO (as defined below). Longevity may incur substantial costs in connection with such registration statement, and the issuance of such shares may result in dilution to holders of Longevity Common Stock, and the issuance of any such shares upon a cashless exercise of the warrants would not result in the receipt by Longevity of any cash proceeds thereof.

Pursuant to the warrant agreement entered into upon closing of the IPO, Longevity agreed to file a registration statement with the SEC to register the issuance of the shares of Longevity Common Stock upon exercise of the warrants issued in the IPO. Longevity prepared and filed such registration statement on August 7, 2023. The registration statement was not declared effective by the 60th business day following the closing of the Business Combination. As a result, until such registration statement is declared effective by the SEC, such warrants may be exercised by the holders thereof on a cashless basis.

Longevity has incurred substantial costs in connection with the filing of the registration statement. Longevity will be required to amend the registration statement to include certain financial statements of AxoBio (as defined below) and to update certain financial and other information since the date of the original filing of the registration statement. Longevity may incur substantial costs in connection with such amendment and completion of the SEC review process. In addition, for as long as the warrants remain exercisable on a cashless basis until the effectiveness of the registration statement, Longevity would not be able to receive any cash proceeds from the exercise thereof, preventing such potential proceeds from improving its liquidity position. Any shares issuable upon exercise of the warrants, for cash or on a cashless basis, would also increase the number of shares outstanding and available for sale, which could result in downward pressure on the price of Longevity Common Stock.

Longevity is an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make Longevity Common Stock less attractive to investors.

Longevity is an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (the “JOBS Act”). For so long as Longevity remains an emerging growth company, it will be permitted to and intend to rely on exemptions from certain disclosure requirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

Longevity may choose to take advantage of some, but not all, of the available exemptions. Longevity cannot predict whether investors will find Longevity Common Stock less attractive if Longevity relies on these exemptions. If some investors find Longevity Common Stock less attractive as a result, there may be a less active trading market for Longevity Common Stock, and the price of Longevity Common Stock may be more volatile.

Longevity does not anticipate paying any cash dividends on Longevity Common Stock in the foreseeable future; capital appreciation, if any, will be your sole source of gain as a holder of Longevity Common Stock.

Longevity has never declared or paid cash dividends on shares of Longevity Common Stock. Longevity currently plans to retain all of its future earnings, if any, and any cash received as a result of future financings to finance the growth and development of its business. Accordingly, capital appreciation, if any, of Longevity Common Stock will be the sole source of gain for holders of Longevity Common Stock for the foreseeable future.

Provisions in the Longevity Certificate of Incorporation and Delaware law may inhibit a takeover of Longevity, which could limit the price investors might be willing to pay in the future for Longevity Common Stock and could entrench management.

The Longevity Certificate of Incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Longevity securities.

Longevity is also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Longevity securities.

Risks Related to Biolabs

Risks Related to Biolabs’ Business and Industry

Prior to the establishment of its COVID-19 testing business, Biolabs incurred losses, and expects to continue to generate losses now that COVID-19 testing has ceased.

While Biolabs achieved profitability in 2021 and 2022, such profitability was mainly a result of COVID-19 testing, which ceased in the second quarter of 2023. Prior to 2021, Biolabs incurred losses since inception. Biolabs has financed its operations through the sale of its securities, product revenues and government research grants and contracts. There is no assurance that Biolabs will be able to obtain adequate financing that it may need, or that any such financing that may become available will be on terms that are favorable to Biolabs and its stockholders. Ultimately, Biolabs’ ability to generate sufficient operating revenue to earn a profit depends upon its success in developing and marketing or licensing its diagnostic tests and technology. Any failure to do so could result in the possible closure of Biolabs’ business or force it to seek additional capital through loans or additional sales of equity securities to continue business operations, which could dilute the value of any securities you hold, or could result in the loss of your entire investment.

Now that the pandemic emergency has ended, Biolabs’ success will depend heavily on its cancer screening and longevity tests.

Now that the pandemic emergency has ended, the bulk of Biolabs’ revenues depends almost entirely on the commercial success of its cancer tests unless it can also develop or acquire new tests to other diseases or chronic conditions. The commercial success and Biolabs’ ability to generate revenues will depend on a variety of factors, including the following:

If Biolabs is unable to develop and maintain substantial sales of its tests or if it is significantly delayed or limited in doing so, its business prospects, financial condition and results of operation will be adversely affected.

Biolabs will need to attract additional capital to scale its business but have no assurance that it can do so successfully.

Biolabs will be incurring significant sales and marketing costs as it commercializes its diagnostic test products. Biolabs will need to raise additional capital to pay operating expenses until it is able to generate sufficient revenues from diagnostic test sales, royalties, and license fees, and it will need to sell additional equity or debt securities to meet those capital needs. Biolabs’ ability to raise additional equity or debt capital will depend not only on progress made marketing and selling its diagnostic tests, but also will depend on access to capital and conditions in the capital markets. There is no assurance that Biolabs will be able to raise capital at times and in amounts needed to finance the development and commercialization of its diagnostic tests, maintenance of its CLIA certified diagnostic laboratory, and general operations. Even if capital is available, it may not be available on terms that Biolabs or its stockholders would consider favorable. Furthermore, sales of additional equity securities could result in the dilution of the interests of stockholders.

Biolabs will spend a substantial amount of capital on test validation, biomarker and data acquisitions, data analytics and algorithm development, but its products might not succeed in gaining widespread market acceptance.

Biolabs has developed and will continually refine new biomarker test panels and associated algorithms. The main focus of these products is on early detection of cancer. Biolabs’ technologies may not prove to be sufficiently efficacious or medically useful to gain widespread adoption or market share. The diagnostics tests and software that Biolabs has introduced to the market to date have not yet generated significant revenues. Without diagnostic test sales or licensing fee revenues, Biolabs will not be able to operate at a profit, and it will not be able to cover its operating expenses without raising additional capital.

Medical organizations, physicians and employers may be reluctant to try a new diagnostic test due to the high degree of risk associated with the application of new technologies and diagnostic tests in the field of human medicine, especially if the new test differs from the current standard of care for detecting cancer in patients. Competing tests for the screening or initial diagnosis of cancer are being developed by more established and significantly better-financed diagnostics or biotech companies, and academic laboratories.

There also is a risk that competitors may succeed in developing more accurate or more cost-effective diagnostic tests that could render Biolabs’ diagnostic tests and technologies obsolete or noncompetitive. Even if its tests are technically superior, Biolabs may not be able to differentiate its products sufficiently from its competition.

The success of Biolabs’ diagnostic tests depends on the degree of market acceptance by physicians, patients, government agencies and others who influence medical decision making.

The value of Biolabs’ diagnostic products is thus far proven mainly with real world evidence, rather than traditional clinical trials; and there is no assurance that real world evidence will gain wide acceptance by the medical establishment or regulators in the countries in which Biolabs conducts business. Also, there is no assurance that data derived from East Asia will be accepted in Western nations and generating data from Western populations could be time consuming and expensive. The value of machine learning and AI in Biolabs’ algorithms is novel, not entirely proven, and might not be widely embraced by the medical establishment or regulators in the countries in which Biolabs conducts business.

Biolabs’ diagnostics tests may not gain market acceptance by physicians and others in the medical community. The degree of market acceptance of Biolabs’ tests will depend on a number of factors, including:

If its diagnostics tests do not achieve an adequate level of acceptance, Biolabs may not generate the substantial revenues it needs to generate to remain profitable.

Biolabs is expecting patient self-pay to constitute a significant portion of its revenues for the foreseeable future and this revenue growth is contingent upon individuals’ willingness to pay out of pocket for diagnostic tests.

Biolabs expects that a substantial portion of the patients for whom it will perform diagnostic tests will have Medicare as their primary medical insurance. Medicare coverage is not expected for several years. Patients who are not covered by Medicare will generally rely on health insurance provided by private health insurance companies. If Biolabs is considered a “non-contracted provider” by a third-party payer, that payer may not reimburse patients for diagnostic tests performed by Biolabs or doctors within the payer’s network of covered physicians may not use Biolabs’ services to perform diagnostic tests for their patients. As a result, Biolabs may need to enter into contracts with health insurance companies or other private payers to provide diagnostic tests to their insured patients at specified rates of reimbursement which may be lower than the rates Biolabs might otherwise collect.

Until its diagnostic tests are covered by Medicare or private insurance, Biolabs expect that self-pay will constitute a significant portion of its revenues for the foreseeable future. This revenue growth will be contingent on individuals’ willingness to pay out of pocket for Biolabs’ diagnostic tests.

The commercial potential of Biolabs’ longevity test is unknown and unproven.

While OneTest for Cancer has been on the market for several years, OneTest for Longevity is in development and has not yet been offered for sale. Biolabs does not know the costs of customer acquisition or whether the test will be embraced by the market. Despite the emphasis on chronic disease mitigation by the Secretary of HHS, Biolabs has no evidence that its test would ever be reimbursed or otherwise recommended by the Centers for Medicare & Medicaid Services (the “CMS”), or any of the agencies that make up HHS. Biolabs’ plans to introduce a subscription model may fail to be embraced by the marketplace and, if it is, Biolabs does not yet know what monthly or quarterly fee most consumers would be willing to pay.

The interface between the DII and Biolabs’ laboratory information system has not yet been implemented.

An important feature of OneTest for Longevity is the interface between the DII and Biolabs’ laboratory reports. A laboratory version of the DII for this purpose remains in development by the team from Connecting Health Innovations. Biolabs cannot guarantee that it will be ready in time for its product launch or that it will function through its portal and laboratory information system without technical issues.

The viability of offering automated, tailored coupons for grocery purchases is untested and unproven by Biolabs.

Part of Biolabs’ value proposition to consumers and revenue model for OneTest for Longevity includes automated coupons delivered to the customers’ mobile app for the foods recommended for them to lower inflammation. This concept remains mere conjecture at this stage, and Biolabs does not know whether food suppliers would be willing to share revenues with it when their coupons are redeemed, nor does Biolabs know how consumers will view this feature and what percentage will redeem the coupons.

Biolabs’ CLIAx and CLIAx fund might not contribute to its growth.

Part of Biolabs’ growth strategy is to create a fund associated with its CLIAx. This would enable Biolabs to invest in, acquire, or transact with companies that have tests that could add to its menu or technologies, products, testing components or intellectual property that strengthen its core business. Biolabs has identified a few companies that could be candidates for this CLIAx fund but has no agreements or letters of intent with any of them. Thus, there is no guarantee that Biolabs can identify or reach agreement in the near term with any such companies to meaningfully contribute to inorganic growth.

Biolabs faces substantial competition.

The development and commercialization of diagnostics tests, especially MCEDs, is highly competitive and subject to rapid technological advances. Biolabs faces competition with respect to its current products and any product candidates it may seek to develop or commercialize in the future. Biolabs competitors may develop comparable tests that are safer, more effective, more convenient or less costly than any products that it may develop or market or may obtain marketing approval for their products from the FDA or equivalent foreign regulatory bodies more rapidly than Biolabs may obtain approval for its product

candidates. Biolabs’ competitors may devote greater resources to market or sell their tests, research and development capabilities, adapt more quickly to new technologies, scientific advances or patient preferences and needs, initiate or withstand substantial price competition more successfully, or more effectively negotiate third-party licensing and collaborative arrangements. As a result, physicians and other key healthcare decision makers may choose other products over Biolabs’ products, switch from Biolabs’ products to new products or choose to use Biolabs’ products only in limited circumstances, which could adversely affect Biolabs’ business, financial condition, and results of operations.

Regarding its longevity test, Biolabs faces many competitors that assess pathways of aging other than inflammation such as telomere length, methylation, microbiome, and others. Furthermore, many labs can test for C-reactive protein, the most important biomarker of inflammation. If consumers do not value the proprietary DII or grocery coupon components of Biolabs’ test, they may seek out alternative testing providers.

If its diagnostics tests do not perform as expected, are misused or misinterpreted, or the reliability of the technology is questioned, Biolabs could experience delayed or reduced market acceptance of the tests, increased costs and damage to its reputation. False positives or false negatives could cause harm to patients and could result in action taken against Biolabs.

Biolabs’ success depends on the market’s confidence that it can provide a reliable, high-quality diagnostic tests. Biolabs believes that customers are likely to be particularly sensitive to product defects and errors. Biolabs’ reputation and the public image of its diagnostic tests may be impaired if they fail to perform as expected or are perceived as difficult to use. Despite clinical verification studies, quality control and quality assurance testing, defects or errors could occur with tests.

In the future, if Biolabs’ diagnostic tests experience a material defect or error, this could result in loss or delay of revenues, delayed market acceptance, damaged reputation, diversion of development resources, legal claims, increased insurance costs or increased service and warranty costs, any of which could harm Biolabs’ business. Such defects or errors could also prompt Biolabs to amend certain warning labels or narrow the scope of the use of its diagnostic tests, either of which could hinder its success in the market. Even after any underlying concerns or problems are resolved, any widespread concerns regarding Biolabs’ technology or any manufacturing defects or performance errors in the test could result in lost revenue, delayed market acceptance, damaged reputation, increased service and warranty costs and claims against Biolabs.

Biolabs’ inability to manage growth could harm its business.

Biolabs has added, and expects to continue to add, additional personnel in the areas of sales and marketing, laboratory operations, billing and collections, quality assurance and compliance. As Biolabs build its commercialization efforts and expands research and development activities, the scope and complexity of its operations is increasing significantly. As a result of its growth, Biolabs’ operating expenses and capital requirements have also increased, and Biolabs expects that they will continue to increase, significantly. Biolabs’ ability to manage growth effectively requires it to forecast expenses accurately, and to properly forecast and expand operational and testing facilities, if necessary, to expend funds to improve operational, financial and management controls, reporting systems and procedures. As Biolabs move forward in commercializing its tests, it will also need to effectively manage its growing manufacturing, laboratory operations and sales and marketing needs. If Biolabs is unable to manage its anticipated growth effectively, its business could be harmed.

Biolabs currently manufactures its tests predominantly in one facility and performs its testing in one laboratory facility. As demand for its tests grow, Biolabs may lack adequate facility space and capabilities to meet increased processing requirements. Moreover, if these or any future facilities or Biolabs’ equipment were damaged or destroyed, or if it experiences a significant disruption in its operations for any reason, Biolabs’ ability to continue to operate its business could be materially harmed.

Biolabs currently performs testing in a single laboratory facility in Gaithersburg, Maryland. Biolabs’ headquarters and manufacturing facilities are also located in Maryland. As it expands sales and increase the number of tests processed by its laboratory facility, Biolabs may need to expand or modify its existing laboratory facility or acquire new laboratory facilities to increase its processing capacity. Any failure to do so on terms acceptable to Biolabs, if at all, may significantly delay Biolabs’ processing times and capabilities, which may adversely affect its business, financial condition, and results of operation.

If these, or any future facilities, were to be damaged, destroyed or otherwise unable to operate, whether due to fire, floods, storms, tornadoes, other inclement weather events or natural disasters, employee malfeasance, terrorist acts, power outages, or otherwise, Biolabs’ business could be severely disrupted. If its laboratory is disrupted, Biolabs may not be able to perform testing or generate test reports as promptly as patients and healthcare providers require or expect, or possibly not at all. If Biolabs is unable to perform testing or generate test reports within a timeframe that meets patient and healthcare provider expectations, its business, financial results, and reputation could be materially harmed.

Biolabs currently maintains insurance against damage to its property and equipment and against business interruption and research and development restoration expenses, subject to deductibles and other limitations. If Biolabs has underestimated its insurance needs with respect to an interruption, or if an interruption is not subject to coverage under its insurance policies, Biolabs may not be able to cover its losses.

There are a limited number of manufacturers of molecular diagnostic equipment and related chemical reagents necessary for the provision of Biolabs’ diagnostic tests.

The test panels and algorithms that Biolabs has developed and will continue to develop rely on certain analytic equipment. There are only a few manufacturers of the equipment Biolabs will need and the chemical reagents that are required for use with a particular manufacturer’s equipment will be available only from that equipment manufacturer. If the manufacturer of the equipment Biolabs acquires discontinues operation or if Biolabs and other testing laboratories experience supply or quality issues with their equipment or reagents, it may become necessary for Biolabs to adjust its products for different analytic equipment, which would require additional experiments to ensure reproducibility of Biolabs’ test results using the new equipment. As a result, Biolabs may be unable to provide its diagnostic products for a period of time.

Biolabs suppliers may experience development or manufacturing problems or delays that could limit the growth of its revenue or increase its losses.

Biolabs may encounter unforeseen situations in the manufacturing of its diagnostic tests that could result in delays or shortfalls in production. Suppliers may also face similar delays or shortfalls. In addition, suppliers’ production processes may have to change to accommodate any significant future expansion of manufacturing capacity, which may increase suppliers’ manufacturing costs, delay production of diagnostic tests, reduce product gross margin and adversely impact Biolabs’ business. If Biolabs is unable to keep up with demand for tests by successfully securing supply and shipping its diagnostic tests in a timely manner, its revenue could be impaired, market acceptance for the tests could be adversely affected and its customers might instead purchase competitors’ diagnostic tests.

To achieve widespread use of Biolabs’ diagnostic test and commercial scale, some individual consumers may need convenient access to blood draw services, but Biolabs cannot guarantee that these service providers will be willing to perform them.

Currently, some of those who use Biolabs’ tests prefer traditional venous blood collected by a licensed phlebotomist. While Biolabs’ business customers, such as employers, typically have little difficulty finding phlebotomists, this can be a challenge for many of its individual consumers. To address this need, Biolabs has about 1,000 retail establishments that can draw blood for its test customers. These establishments perform these services based on contracts Biolabs has with the companies Any Lab Test Now and My One Medical Source. If those contracts were to terminate or expire or if they are unable to maintain their franchisees or networks of clinics willing to draw blood, this could limit Biolabs’ ability to serve its customers and grow.

Biolabs capillary blood collection devices are manufactured by other companies, and it cannot guarantee that it will have a continued supply of these devices or that the costs for them will not rise significantly.

Since Biolabs began validating and offering capillary (upper arm) blood collection, about two-thirds of its customers have elected that approach over traditional venipuncture with high success and satisfaction rates. Currently, there are only three or four manufacturers with FDA cleared upper arm collection devices and not all reliably collect the required 0.5mL of whole blood needed for Biolabs’ cancer test. Thus, if these collection device suppliers go out of business, experience supply chain disruptions, or substantially raise their prices, this could significantly disrupt Biolabs’ business operations.

Biolabs has limited sales and marketing resources and few distribution resources for the commercialization of any diagnostic tests that it has developed.

Biolabs currently has limited sales and marketing resources. If it is successful in developing marketable diagnostic tests, Biolabs will need to build its own marketing and sales capability, which would require the investment of significant financial and management resources to recruit, train, and manage a sales force.

The sizes of the markets for Biolabs’ diagnostic tests and services and any future diagnostic tests and services may be smaller than Biolabs estimates and may decline.

Biolabs’ estimates of the annual total addressable market for its diagnostic tests and services are based on a number of internal and third-party estimates and assumptions, including, without limitation, the assumed prices at which Biolabs can sell its diagnostic tests and services in the market. While Biolabs believes its assumptions and the data underlying its estimates are reasonable, these assumptions and estimates may not be correct and the conditions supporting its assumptions or estimates may change at any time, thereby reducing the predictive accuracy of these underlying factors. As a result, Biolabs’ estimates of the annual total addressable market for its diagnostic tests and services in different market segments may prove to be incorrect. If the actual number of patients who would benefit from Biolabs’ diagnostic tests, the price at which Biolabs can sell them or the annual total addressable market for them is smaller than Biolabs has estimated, it may impair Biolabs’ sales growth and negatively affect its business, financial condition and results of operations.

If Biolabs fails to enter into and maintain successful strategic alliances for diagnostic tests that it elect to co-develop, co-market, or out-license, Biolabs may have to reduce or delay its diagnostic test development or increase its expenditures.

To facilitate the development, manufacture, and commercialization of its diagnostic tests, Biolabs may enter into strategic alliances with hospitals and biomedical research institutes, biotechnology and diagnostics companies, clinical testing reference laboratories, and marketing firms in many of the countries in which Biolabs does business. Biolabs will face significant competition in seeking appropriate alliances. Biolabs may not be able to negotiate alliances on acceptable terms, if at all. If Biolabs fails to create and maintain suitable alliances, it may have to limit the size or scope of, or delay, one or more of its product development or research programs, or it may have to increase its expenditures and may need to obtain additional funding, which may be unavailable or available only on unfavorable terms.

In some countries Biolabs may license marketing rights to diagnostics or clinical laboratory companies or to a joint venture company formed with those companies. Under such arrangements, Biolabs might receive only a royalty on sales of the diagnostic tests developed or an equity interest in a joint venture company that develops the diagnostic test. As a result, Biolabs’ revenues from the sale of those diagnostic tests may be substantially less than the amount of revenues and gross profits that Biolabs might receive if it were to market and run the diagnostic tests itself.

Biolabs may become dependent on possible future collaborations to develop and commercialize many of its diagnostic test candidates and to provide the manufacturing, regulatory compliance, sales, marketing and distribution capabilities required for the success of its business.

Biolabs may enter into various kinds of collaborative research and development, manufacturing, and diagnostic test marketing agreements to develop and commercialize its diagnostic tests. There is a risk that Biolabs could become dependent upon one or more collaborative arrangements. A collaborative arrangement, upon which Biolabs might depend might be terminated by its collaboration partner or they might determine not to actively pursue the co-development of its diagnostic tests. A collaboration partner also may not be precluded from independently pursuing competing diagnostic tests or technologies.

The success of Biolabs’ business is substantially dependent upon the efforts of its senior management team and its ability to attract additional personnel.

Biolabs’ success depends largely on the skills, experience, and performance of key members of its senior management team who are critical to directing and managing its growth and development in the future. Biolabs’ success is substantially dependent upon its senior management’s ability to lead it, implement successful corporate strategies and initiatives, develop key relationships, including relationships with collaborators and business partners, and successfully commercialize products and services. While its management team has significant experience developing diagnostic products, Biolabs has considerably less experience in commercializing these products or services. The efforts of Biolabs’ management team will be critical to it as it develops technologies and seeks to commercialize its tests and other products and services.

Biolabs’ success also depends in large part on its ability to attract and retain managerial personnel. Competition for desirable personnel is intense, and there can be no assurance that Biolabs will be able to attract and retain the necessary staff. The failure to maintain management or to attract sales personnel could materially adversely affect Biolabs’ business, financial condition, and results of operations.

Certain jurisdictions in which Biolabs may do business may not provide the same level of legal protections and enforcement of contract and intellectual property rights to which investors are accustomed in the United States.

Biolabs may conduct business in China and other foreign jurisdictions. In order to do business in these countries, Biolabs will be required to comply with the laws of those countries, including restrictions on exporting currency, requirements for local partners, tax laws and other legal requirements. Doing business in such foreign jurisdictions also entails political risk

over which Biolabs has no control and for which it is unable to obtain insurance on acceptable terms. These countries also have different judicial systems, which may not provide the same level of legal protections and enforcement of contract and intellectual property rights to which investors are accustomed in the United States. Biolabs can provide no assurance that the applicable laws of such foreign jurisdictions will not be changed in ways unfavorable to it, or that applicable laws will be adequately enforced in order to provide the same levels of protection accorded to it in the United States.

Adverse U.S. and global market, economic and political conditions, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East, recent trade disputes and other events or circumstances beyond Biolabs’ control could have a material adverse effect on it.

Another economic or financial crisis or rapid decline of the consumer economy, significant concerns over energy costs, geopolitical issues, including the ongoing conflict between Ukraine and Russia, recent events in the Middle East, recent trade disputes between the U.S. and other countries resulting in the imposition of increased tariffs on products imported into the U.S., the availability and cost of credit, the U.S. mortgage market, or a declining real estate market in the U.S. can contribute to increased volatility, diminished expectations for the economy and the markets, and high levels of structural unemployment by historical standards. Market, political and economic challenges, including dislocations and volatility in the credit markets, general global economic uncertainty, uncertainty or volatility from matters such as the implementation of the governing agenda of President Donald J. Trump, and changes in governmental policy on a variety of matters such as trade, tariffs and manufacturing policies may adversely affect the economy and financial markets, Biolabs’ financial condition, results of operations, cash flows.

Risks Related to Biolabs’ Intellectual Property

If Biolabs is unable to obtain and enforce patents and to protect its trade secrets, others could use its technology to compete with it, which could create undue competition and pricing pressures. There is no certainty that Biolabs’ pending or future patent applications will result in the issuance of patents or that its issued patents will be deemed enforceable.

The success of Biolabs’ business depends significantly on its ability to operate without infringing patents and other proprietary rights of others. If the technology that Biolabs uses infringes a patent held by others, it could be sued for monetary damages by the patent holder or its licensee, or it could be prevented from continuing research, development, and commercialization of diagnostic tests that rely on that technology, unless it is able to obtain a license to use the patent. The cost and availability of a license to a patent cannot be predicted, and the likelihood of obtaining a license at an acceptable cost would be lower if the patent holder or any of its licensees is using the patent to develop or market a diagnostic test with which Biolabs’ diagnostic test would compete. If Biolabs could not obtain a necessary license, it would need to develop or obtain rights to alternative technologies, which could prove costly and could cause delays in diagnostic test development, or Biolabs could be forced to discontinue the development or marketing of any diagnostic tests that were developed using the technology covered by the patent.

Biolabs has issued patents and patent applications pending worldwide that are owned by or exclusively licensed to it. Biolabs and its collaborators expect to continue to file and prosecute patent applications covering the products and technology that Biolabs commercializes. However, there is no assurance that any of Biolabs’ licensed patent applications, or any patent applications that it has filed or that may file in the future in the United States or abroad, will result in the issuance of patents.

Biolabs’ success will depend in part on its ability to obtain and enforce patents and maintain trade secrets in the United States and in other countries. If Biolabs is unsuccessful in obtaining and enforcing patents, its competitors could use its technology and create diagnostic tests that compete with its diagnostic tests, without paying license fees or royalties to it.

The relatively recent Supreme Court decisions in Mayo Collaborative Services v. Prometheus Laboratories, Inc. and Alice Corp. v. CLS Bank Int'l may adversely impact Biolabs’ ability to obtain strong patent protection for some or all of its diagnostic tests and associated algorithms.

The preparation, filing, and prosecution of patent applications can be costly and time consuming.

The preparation and filing of patent applications, and the maintenance of patents that are issued, may require substantial time and money. A patent interference proceeding may be instituted with the USPTO when more than one-person files a patent application covering the same technology, or if someone wishes to challenge the validity of an issued patent. Furthermore, Biolabs’ limited financial resources may not permit it to pursue patent protection of all of its technology and diagnostic tests throughout the world, even where it has legally binding patent protection and trade secret rights. Even if it is able to obtain issued patents covering its technology or diagnostic tests, Biolabs may have to incur substantial legal fees and

other expenses to enforce its patent rights in order to protect its technology and diagnostic tests from infringing uses. Biolabs may not have the financial resources to finance the litigation required to preserve its patent and trade secret rights.

Biolabs’ patents may not protect its diagnostic tests from competition.

Biolabs might not be able to obtain any patents beyond those that have been issued by the USPTO, and any patents that it do obtains might not be comprehensive enough to provide it with meaningful patent protection. There will always be a risk that Biolabs’ competitors might be able to successfully challenge the validity or enforceability of any patent issued to Biolabs.

If Biolabs fails to meet its obligations under various license, license option, and technology transfer agreements, it may lose its rights to key technologies or data sources on which its business depends.

Biolabs’ business will depend on several critical technologies and data sources that have licenses from various domestic and overseas companies and research centers. Importantly, if Biolabs fails to meet its obligations under its technology access agreement with BioInfra Life Science, Inc. (“BioInfra”), this would adversely impact its ability to introduce an enhanced or premium version of its MCED test. These and other license agreements typically impose obligations on Biolabs, including payment obligations and obligations to pursue development and commercialization of diagnostic tests under the licensed patents and technology. If licensors believe that Biolabs has failed to meet its obligations under a license agreement, they could seek to limit or terminate its license rights, which could lead to costly and time-consuming dispute resolution and, potentially, a loss of the licensed rights. During the period of any such litigation, Biolabs’ ability to carry out the development and commercialization of potential diagnostic tests, and its ability to raise any capital that it might then need, could be significantly and negatively affected. If its license rights were restricted or ultimately lost, Biolabs would not be able to continue to use the licensed patents and technology in its business.

Risks Related to Healthcare Government Regulation, Reimbursement, Product Safety and Effectiveness

Biolabs has relied and expects to continue to rely on third parties to conduct studies of its diagnostics tests that will be required to meet its obligations under CLIA, CAP and/or other regulatory authorities and those third parties may not perform satisfactorily.

Biolabs relies on third parties, such as academic, medical and commercial entities, to conduct studies for its diagnostics tests. These include, among others, the Chang Gung Memorial Hospital in Taiwan and BioInfra. Biolabs’ reliance on these third parties will reduce its control over these activities. These third-party contractors may not complete activities on schedule or conduct studies in accordance with regulatory requirements or Biolabs’ study design. Biolabs cannot control whether they devote sufficient time, skill, and resources to its studies. Biolabs’ reliance on third parties that it does not control will not relieve it of any applicable requirement to prepare, and ensure compliance with, various procedures required under good scientific and clinical practices. If these third parties do not successfully carry out their contractual duties or regulatory obligations or meet expected deadlines, if the third parties need to be replaced or if the quality or accuracy of the data they obtain is compromised due to their failure to adhere to Biolabs’ clinical protocols or regulatory requirements under the CLIA or the CAP, or for other reasons, Biolabs’ studies may be extended, delayed, suspended or terminated, and it may not be able to obtain regulatory approval for additional diagnostic tests.

Biolabs must successfully maintain and/or upgrade its information technology systems, and its failure to do so could have a material adverse effect on its business, financial condition or results of operations.

Biolabs relies on various information technology systems to manage its operations. Recently, Biolabs has implemented, and it continues to implement, modifications and upgrades to such systems and acquired new systems with new functionality. These types of activities subject Biolabs to inherent costs and risks associated with replacing and changing these systems, including impairment of its ability to fulfill customer orders, potential disruption of its internal control structure, substantial capital expenditures, additional administration and operating expenses, retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time and other risks and costs of delays or difficulties in transitioning to or integrating new systems into its current systems. These implementations, modifications and upgrades may not result in productivity improvements at a level that outweighs the costs of implementation, or at all. In addition, the difficulties with implementing new technology systems may cause disruptions in Biolabs’ business operations and have a material adverse effect on its business, financial condition or results of operations.

Biolabs’ business and operations could suffer in the event of system failures.

Despite the implementation of security measures, Biolabs’ internal computer systems and those of its contractors and consultants are vulnerable to damage from computer viruses, unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. Such events could cause interruption of Biolabs’ operations. For example, the loss of data for Biolabs’ diagnostic test candidates could result in delays in regulatory filings and development efforts and significantly increase Biolabs’ costs. To the extent that any disruption or security breach was to result in a loss of or damage to Biolabs’ data, or inappropriate disclosure of confidential or proprietary information, Biolabs could incur liability and the development of its diagnostic test candidates could be delayed.

International operations could subject Biolabs to risks and expenses that could adversely impact its business and results of operations.

To date, Biolabs has not undertaken substantial commercial activities outside the United States. Biolabs has evaluated commercialization in Asian countries. If Biolabs seeks to expand internationally, or launch other products or services internationally, in the future, those efforts would expose it to risks from the failure to comply with foreign laws and regulations that differ from those under which Biolabs operates in the U.S., as well as U.S. rules and regulations that govern foreign activities such as the Foreign Corrupt Practices Act of 1977 (the “FCPA”). In addition, Biolabs could be adversely affected by other risks associated with operating in foreign countries. Economic uncertainty in some of the geographic regions in which Biolabs might operate, including developing regions, could result in the disruption of commerce and negatively impact cash flows from Biolabs’ operations in those areas.

These and other factors may have a material adverse effect on any international operations Biolabs may seek to undertake and, consequently, on its financial condition and results of operations.

Biolabs’ business is subject to various complex laws and regulations. It could be subject to significant fines and penalties if it or its partners fail to comply with these laws and regulations.

As a provider of clinical diagnostic products and services, Biolabs and its partners are subject to extensive and frequently changing federal, state, and local laws and regulations governing various aspects of its business. In particular, the clinical laboratory industry is subject to significant governmental certification and licensing regulations, as well as federal and state laws regarding:

Biolabs is also required to comply with FDA regulations, including with respect to labeling and promotion activities. In addition, advertising of Biolabs’ tests is subject to regulation by the FTC. Violation of any FDA requirement could result in enforcement actions, such as seizures, injunctions, civil penalties and criminal prosecutions, and violation of any FTC requirement could result in injunctions and other associated remedies, all of which could have a material adverse effect on Biolabs’ business. Most states also have similar regulatory and enforcement authority for devices. Additionally, most foreign countries have authorities comparable to the FDA and processes for obtaining marketing approvals. Obtaining and maintaining these approvals, and complying with all laws and regulations, may subject Biolabs to similar risks and delays as those it could experience under FDA and FTC regulation. Biolabs incurs various costs in complying and overseeing compliance with these laws and regulations.

Healthcare policy has been a subject of extensive discussion in the executive and legislative branches of the federal and many state governments and healthcare laws and regulations are subject to change. Development of the existing commercialization strategy for Biolabs’ tests have been based on existing healthcare policies. Biolabs cannot predict what additional changes, if any, will be proposed or adopted or the effect that such proposals or adoption may have on its business, financial condition and results of operations.

If Biolabs or its partners, including independent sales representatives, fail to comply with these laws and regulations, Biolabs could incur significant fines and penalties and its reputation and prospects could suffer. Additionally, Biolabs’ partners could be forced to cease offering its products and services in certain jurisdictions, which could materially disrupt its business.

New FDA regulations of lab tests could significantly impact Biolabs’ commercial operations.

Most of Biolabs’ products have the regulatory status of laboratory developed tests (“LDTs”), which for several decades have been regulated federally by the CMS under the CLIA statute rather than by FDA. On April 29, 2024, the FDA issued a final regulation under which they would begin to regulate LDTs starting in late 2027. The rule provides an exemption from premarket review for “currently marketed” LDTs that were “first marketed prior to the date of issuance of the final rule.” On March 31, 2025, the final rule was struck down by a federal court in Texas in response to a summary judgment motion in a case brought by the American Clinical Laboratory Association and the Association of Molecular Pathologists. The U.S. government has 60 days to file a notice of appeal. Biolabs cannot be sure of the outcome of this litigation. Congress might also reintroduce legislation granting FDA statutory authority to regulate LDTs as they have in prior years. However, if the rule survives, or is mandated by legislation, it could significantly increase the costs and burdens on Biolabs’ ability to market or improve new tests not yet on the market or substantial modification to its existing LDTs.

If Biolabs unexpectedly is required to obtain regulatory approval of its diagnostic test products, it may take two years or more to conduct the clinical studies and trials necessary to obtain pre-market approval from the FDA. Even if its clinical trials are completed as planned, Biolabs cannot be certain that the results will support its test claims or that the FDA will agree with its conclusions regarding its test results. Success in early clinical trials does not ensure that later clinical trials will be successful, and Biolabs cannot be sure that the later trials will replicate the results of prior clinical trials and studies. If Biolabs is required to conduct pre-market clinical trials, delays in the commencement or completion of clinical testing could significantly increase its test development costs and delay commercialization. Many of the factors that may cause or lead to a delay in the commencement or completion of clinical trials may also ultimately lead to delay or denial of regulatory clearance or approval. The clinical trial process may fail to demonstrate that Biolabs’ tests are effective for the proposed indicated uses, which could cause Biolabs to abandon a test candidate and may delay development of other tests.

Biolabs is required to comply with federal and state laws governing the privacy of health information, and any failure to comply with these laws could result in material criminal and civil penalties.

HIPAA sets forth security regulations that establish administrative, physical, and technical standards for maintaining the confidentiality, integrity and availability of protected health information in electronic form. Biolabs also may be required to comply with state laws that are more stringent than HIPAA or that provide individuals with greater rights with respect to the privacy or security of, and access to, their health care records. HITECH established certain health information security breach notification obligations that require covered entities to notify each individual whose protected health information is breached.

Biolabs may incur significant compliance costs related to HIPAA and HITECH privacy regulations and varying state privacy regulations and varying state privacy and security laws. Given the complexity of HIPAA and HITECH and their overlap with state privacy and security laws, and the fact that these laws are rapidly evolving and are subject to changing and potentially conflicting interpretation, Biolabs’ ability to comply with the HIPAA, HITECH and state privacy requirements is uncertain and the costs of compliance are significant. The costs of complying with any changes to the HIPAA, HITECH and state privacy restrictions may have a negative impact on Biolabs’ operations. Noncompliance could subject Biolabs to criminal penalties, civil sanctions and significant monetary penalties as well as reputational damage.

Biolabs is subject to federal and state healthcare fraud and abuse laws and regulations and could face substantial penalties if it is unable to fully comply with such laws.

Biolabs is subject to healthcare fraud and abuse regulation and enforcement by both the federal government and the states in which it conducts its business. These health care laws and regulations include the following:

Any action brought against Biolabs for violation of these laws or regulations, even if it is in compliance and successfully defend against it, could cause Biolabs to incur significant legal expenses and divert management’s attention from the operation of its business. If its operations are found to be in violation of any of these laws and regulations, Biolabs may be subject to applicable penalties associated with the violation, including, among others, administrative, civil and criminal penalties, damages and fines, and/or exclusion from participation in Medicare, Medicaid programs, including the California Medical Assistance Program (Medi-Cal—the California version of the Medicaid program) or other state or federal health care programs. Additionally, Biolabs could be required to refund payments received by it, and it could be required to curtail or cease its operations.

If Biolabs becomes subject to claims relating to the receipt and handling of bio-hazardous materials (including infected blood), it could incur significant cost and liability.

Biolabs’ quality control quality assurance process might involve the receipt and handling of whole blood, serum, or plasma from one or more individuals. Biolabs is subject to Federal, state and local regulations governing the use, manufacture, storage, handling and disposal of biological materials and waste products. Biolabs may incur significant costs complying with both existing and future environmental laws and regulations. In particular, Biolabs is subject to regulation by the Maryland Department of Health, the CLIA, Occupational Safety and Health Administration (“OSHA”), and the Environmental Protection Agency (the “EPA”), and to regulation under the Toxic Substances Control Act and the Resource Conservation and Recovery Act in the United States. OSHA or the EPA may adopt additional regulations in the future that may affect Biolabs’ research and development programs. The risk of accidental contamination or injury from hazardous materials cannot be eliminated completely. In the event of an accident, Biolabs could be held liable for any damages that result, and any liability could exceed the limits or fall outside the coverage of Biolabs’ workers’ compensation insurance. Biolabs may not be able to maintain insurance on acceptable terms, if at all.

In the event that one or more lawsuits are filed against Biolabs, it could be subject to reputational risk.

Biolabs’ diagnostic tests are intended for use only as screening devices, which trigger more in-depth diagnostic procedures. If Biolabs’ tests failed and the patient sued it, Biolabs could incur reputational damage if doctors or patients were dissuaded from using its tests. Repeated lawsuits could also precipitate regulatory scrutiny that could negatively impact Biolabs’ ability to sell its products.

Risks Related to the Combined Company

If any of the events described in “Risks Related to Longevity” or “Risks Related to Biolabs” occur, those events could cause potential benefits of the Merger not to be realized.

Following completion of the Merger, the Combined Company will be susceptible to many of the risks described in the sections herein entitled “Risks Related to Longevity” and “Risks Related to Biolabs.” To the extent any of the events in the risks described in those sections occur, the potential benefits of the Merger may not be realized and the results of operations and financial condition of the Combined Company could be adversely affected in a material way. This could cause the market price of the Combined Company’s common stock to decline.

The market price of the Combined Company’s common stock is expected to be volatile, and the market price of the common stock may drop following the Merger.

The market price of the Combined Company’s common stock following the Merger could be subject to significant fluctuations. Some of the factors that may cause the market price of the Combined Company’s common stock to fluctuate include:

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of the Combined Company’s common stock. In addition, a recession, depression or other sustained adverse market event could materially and adversely affect the Combined Company’s business and the value of its common stock. In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against such companies. Furthermore, market volatility may lead to increased shareholder activism if the Combined Company experiences a market valuation that activists believe is not reflective of its intrinsic value. Activist campaigns that contest or conflict with the Combined Company’s strategic direction or seek changes in the composition of the Combined Company Board could have an adverse effect on its operating results, financial condition and cash flows.

The Combined Company may incur losses for the foreseeable future and might never achieve profitability.

The Combined Company may never become profitable. The Combined Company will need to successfully commercialize and market its products and services, which activities, together with projected general and administrative expenses, are expected to result in substantial increased operating expenses for at least the next several years. Even if the Combined Company does achieve profitability, it may not be able to sustain or increase profitability on a quarterly or annual basis.

Following the Merger, the Combined Company may be unable to integrate successfully the businesses of Longevity and Biolabs and realize the anticipated benefits of the Merger.

The Merger involves the combination of two companies which currently operate as independent companies. Following the Merger, the Combined Company will be required to devote significant management attention and resources to integrating its business practices and operations. The Combined Company may fail to realize some or all of the anticipated benefits of the Merger if the integration process takes longer than expected or is more costly than expected. Potential difficulties the Combined Company may encounter in the integration process include the following:

In addition, Longevity and Biolabs have operated and, until the completion of the Merger, will continue to operate independently. It is possible that the integration process also could result in the diversion of each company’s management’s attention, the disruption or interruption of, or the loss of momentum in, each company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies, any of which could adversely affect the Combined Company’s ability to maintain its business relationships or the ability to achieve the anticipated benefits of the Merger, or could otherwise adversely affect the business and financial results of the Combined Company.

If the Combined Company fails to attract and retain management and other key personnel, it may be unable to continue to successfully develop or commercialize its product pipeline or otherwise implement its business plan.

The Combined Company’s ability to compete in the highly competitive longevity market depends on its ability to attract and retain highly qualified managerial, scientific, legal, sales and marketing and other personnel. The Combined Company will be highly dependent on its management and scientific personnel. The loss of the services of any of these individuals could impede, delay, or prevent the successful development of the Combined Company’s product pipeline, completion of its clinical validation and testing, commercialization of its products or in-licensing or acquisition of new assets and could impact negatively its ability to implement successfully its business plan. If the Combined Company loses the services of any of these individuals, it might not be able to find suitable replacements on a timely basis or at all, and its business could be harmed as a result. The Combined Company might not be able to attract or retain qualified management and other key personnel in the future due to the intense competition for qualified personnel among aesthetics and biomedical businesses.

The Combined Company will incur additional costs and increased demands upon management as a result of complying with the laws and regulations affecting public companies.

The Combined Company will incur significant legal, accounting and other expenses as a public company that Biolabs did not incur as a private company, including costs associated with public company reporting obligations under the Exchange Act. The Combined Company’s management team will partially consist of the executive officers of Biolabs prior to the Merger, some of whom have not previously managed and operated a public company. These executive officers and other personnel will need to devote substantial time to gaining expertise related to public company reporting requirements and compliance with applicable laws and regulations to ensure that the Combined Company complies with all of these requirements. Any changes the Combined Company makes to comply with these obligations may not be sufficient to allow it to satisfy its obligations as a public company on a timely basis, or at all. These reporting requirements, rules and regulations, coupled with the increase in potential litigation exposure associated with being a public company, could also make it more difficult for the Combined Company to attract and retain qualified persons to serve on the board of directors or on board committees or to serve as executive officers, or to obtain certain types of insurance, including directors’ and officers’ insurance, on acceptable terms.

Upon completion of the Merger, failure by the Combined Company to comply with the initial listing standards of Nasdaq will prevent its stock from being listed on Nasdaq.

Upon completion of the Merger, Longevity will be required to meet the initial listing requirements to maintain the listing and continued trading of its shares on Nasdaq. These initial listing requirements are more difficult to achieve than the continued listing requirements. Pursuant to the Merger Agreement, Longevity agreed to use its commercially reasonable efforts to cause the shares of Longevity Common Stock being issued in the Merger to be approved for listing on Nasdaq at or prior to the Effective Time. Based on information currently available to Longevity, Longevity anticipates that its stock will be unable to meet the $4.00 (or, to the extent applicable, $3.00) minimum bid price initial listing requirement at the Closing unless it effects the Reverse Stock Split. On April 24, 2025, the Longevity Board approved the Reverse Stock Split at a ratio of 1-for-30. However, the effect of the Reverse Stock Split upon the market price of the Longevity Common Stock cannot be predicted with any certainty (see “If Longevity were to be delisted from Nasdaq, it could reduce the visibility, liquidity, and price of Longevity Common Stock” above). In addition, often times a reverse stock split will not result in a trading price for the affected common stock that is proportional to the ratio of the split. Following the Merger, if the Combined Company is unable to satisfy Nasdaq listing requirements, Nasdaq may notify the Combined Company that its shares of common stock will not be listed on Nasdaq.

Upon a potential delisting from Nasdaq, if the common stock of the Combined Company is not then eligible for quotation on another market or exchange, trading of the shares could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the Pink Sheets or the OTC Bulletin Board. In such event, it is likely that there would be significantly less liquidity in the trading of the common stock of the Combined Company; decreases in institutional and other investor demand for the shares, coverage by securities analysts, market making activity and information available concerning trading prices and volume; and fewer broker dealers willing to execute trades in the common stock of the Combined Company. Also, it may be difficult for the Combined Company to raise additional capital if the Combined Company’s common stock is not listed on a major exchange. The occurrence of any of these events could result in a further decline in the market price of the common stock of the Combined Company and could have a material adverse effect on the Combined Company.

The Combined Company will continue to be an emerging growth company and a smaller reporting company, and it cannot be certain if the reduced reporting requirements applicable to emerging growth companies and smaller reporting companies will make its common stock less attractive to investors.

Upon completion of the Merger, it is expected that the Combined Company will continue to be an emerging growth company, as defined in the JOBS Act enacted in April 2012. For as long as the Combined Company continues to be an emerging growth company, it may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in this proxy statement/prospectus and the Combined Company’s periodic reports and proxy statements, and exemptions from the requirements of holding nonbinding advisory votes on executive compensation and stockholder approval of any golden parachute payments not previously approved. The Combined Company will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the closing of its initial public offering, (b) in which it has total annual gross revenue of at least $1.235 billion, or (c) in which the Combined Company is deemed to be a large accelerated filer, which requires, among other things, that the market value of the Combined Company’s common stock that is held by non-affiliates to exceed $700 million as of the prior June 30th, and (2) the date on which the Combined Company has issued more than $1 billion in non-convertible debt during the prior three-year period.

Even after the Combined Company no longer qualifies as an emerging growth company, it may still qualify as a “smaller reporting company,” which would allow the Combined Company to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act (if the Combined Company is also a non-accelerated filer at that time) and reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. It cannot be predicted if investors will find the Combined Company’s common stock less attractive because it may rely on these exemptions. If some investors find the Combined Company’s common stock less attractive as a result, there may be a less active trading market for its common stock and its stock price may be more volatile.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. It is expected that the Combined Company will elect to use this extended transition period under the JOBS Act. As a result, its financial statements may not be comparable to the financial

statements of issuers who are required to comply with the effective dates for new or revised accounting standards that are applicable to public companies, which may make comparison of the Combined Company’s financials to those of other public companies more difficult. As a result, changes in rules of U.S. generally accepted accounting principles or their interpretation, the adoption of new guidance, or the application of existing guidance to changes in the Combined Company’s business could significantly affect its financial position and results of operations.

Once the Combined Company is no longer an emerging growth company, a smaller reporting company or otherwise no longer qualifies for applicable exemptions, the Combined Company will be subject to additional laws and regulations affecting public companies that will increase the Combined Company’s costs and the demands on management and could harm the Combined Company’s operating results and cash flows.

The Combined Company will be subject to the reporting requirements of the Exchange Act, which requires, among other things, that the Combined Company file with the SEC, annual, quarterly and current reports with respect to the Combined Company’s business and financial condition as well as other disclosure and corporate governance requirements. However, as an emerging growth company, the Combined Company may take advantage of exemptions from various requirements such as an exemption from the requirement to have the Combined Company’s independent auditors attest to the Combined Company’s internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act of 2002 as well as an exemption from the “say on pay” voting requirements pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. The Combined Company will no longer qualify as an emerging growth company after December 31, 2026 (or upon such earlier time as it no longer meets the other applicable requirements). After the Combined Company no longer qualifies as an emerging growth company, the Combined Company may still qualify as a “smaller reporting company,” as such term is defined in Rule 12b-2 under the Exchange Act, which may allow the Combined Company to take advantage of many of the same exemptions from disclosure requirements, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and reduced disclosure obligations regarding executive compensation in this proxy statement/prospectus and in the Combined Company’s periodic reports and proxy statements. Once the Combined Company is no longer an emerging growth company or a smaller reporting company or otherwise no longer qualifies for these exemptions, the Combined Company will be required to comply with these additional legal and regulatory requirements applicable to public companies and will incur significant legal, accounting and other expenses to do so. If the Combined Company is not able to comply with the requirements in a timely manner or at all, the Combined Company’s financial condition or the market price of the Combined Company’s common stock may be harmed.

For example, if the Combined Company or its independent auditor identifies deficiencies in the Combined Company’s internal control over financial reporting that are deemed to be material weaknesses, the Combined Company could face additional costs to remedy those deficiencies, the market price of the Combined Company’s stock could decline or the Combined Company could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources.

If the Combined Company fails to maintain proper and effective internal controls, its ability to produce accurate financial statements on a timely basis could be impaired.

Provided the Combined Company continues to be listed on Nasdaq, the Combined Company will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations of Nasdaq. The Sarbanes-Oxley Act requires, among other things, that the Combined Company maintain effective disclosure controls and procedures and internal control over financial reporting. The Combined Company must perform system and process evaluation and testing of its internal control over financial reporting to allow management to report on the effectiveness of its internal controls over financial reporting in its Annual Report on Form 10-K filing for that year, as required by Section 404 of the Sarbanes-Oxley Act. As a private company, Biolabs has never been required to test its internal controls within a specified period. This will require that the Combined Company incur substantial professional fees and internal costs to expand its accounting and finance functions and that it expends significant management efforts. The Combined Company may experience difficulty in meeting these reporting requirements in a timely manner.

In addition to the matters described above in the context of Biolabs being a private company, the Combined Company may discover weaknesses in its system of internal financial and accounting controls and procedures that could result in a material misstatement of its financial statements. The Combined Company’s internal control over financial reporting will not prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

If the Combined Company is not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act, or if it is unable to maintain proper and effective internal controls, the Combined Company may not be able to produce timely and accurate financial statements. If that were to happen, the market price of its common stock could decline and it could be subject to sanctions or investigations by Nasdaq, the SEC or other regulatory authorities.

If the Combined Company is unable to maintain effective disclosure controls and procedures, its business, financial position and results of operations could be adversely affected.

If the Merger is completed, the Combined Company will continue to be subject to the periodic reporting requirements of the Exchange Act. The Combined Company will need to design its disclosure controls and procedures to reasonably assure that information the Combined Company’s must disclose in reports it files or submits under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Any disclosure controls and procedures or other internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

These inherent limitations include the facts that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in the Combined Company’s control system, misstatements due to error or fraud may occur and not be detected.

The unaudited pro forma condensed combined financial information for Longevity and Biolabs included in this proxy statement/prospectus are preliminary, and the Combined Company’s actual financial position and operations after the Merger may differ materially from the unaudited pro forma financial information included in this proxy statement/prospectus.

The unaudited pro forma financial information for Longevity and Biolabs included in this proxy statement/prospectus are presented for illustrative purposes only and is not necessarily indicative of the Combined Company’s actual financial condition or results of operations of future periods, or the financial condition or results of operations that would have been realized had the entities been combined during the period presented. The Combined Company’s actual results and financial position after the Merger may differ materially and adversely from the unaudited pro forma financial information included in this proxy statement/prospectus. The Exchange Ratio reflected in this proxy statement/prospectus is preliminary. The final Exchange Ratio could differ materially from the preliminary Exchange Ratio used to prepare the pro forma adjustments. For more information see the section titled “Unaudited Pro Forma Condensed Combined Financial Information” beginning on page 145 of this proxy statement/prospectus.

The Combined Company’s certificate of incorporation and bylaws and provisions under Delaware law could make an acquisition of the Combined Company more difficult and may prevent attempts by its stockholders to replace or remove its management.

If the Merger is completed, the Longevity Certificate of Incorporation and Longevity Bylaws will become the Combined Company’s bylaws and certificate of incorporation. Provisions that will be included in the Combined Company’s certificate of incorporation and bylaws may discourage, delay or prevent a Merger, acquisition or other change in control of the Combined Company that stockholders may consider favorable, including transactions in which its common stockholders might otherwise receive a premium price for their shares. These provisions could also limit the price that investors might be willing to pay in the future for shares of the Combined Company’s common stock, thereby depressing the market price of its common stock. In addition, because the Combined Company Board will be responsible for appointing the members of the Combined Company’s management team, these provisions may frustrate or prevent any attempts by the Combined Company’s stockholders to replace or remove its current management by making it more difficult for stockholders to replace members of the Combined Company Board. These provisions include a staggered board of directors and the ability of the Combined Company Board to designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Longevity securities. These provisions also include anti-takeover provisions under Delaware law, which could delay or prevent a change of control.

Moreover, because the Combined Company will be incorporated in Delaware, it is governed by the provisions of Section 203 of the DGCL, which prohibits stockholders owning in excess of 15% of the outstanding Combined Company voting stock from merging or combining with the Combined Company. Although Longevity and Biolabs believe these provisions collectively will provide for an opportunity to receive higher bids by requiring potential acquirors to negotiate with

the Combined Company Board, they would apply even if the offer may be considered beneficial by some stockholders. In addition, these provisions may frustrate or prevent any attempts by the Combined Company’s stockholders to replace or remove then current management by making it more difficult for stockholders to replace members of the Combined Company Board, which is responsible for appointing the members of management.

Claims for indemnification by the Combined Company’s directors and officers may reduce its available funds to satisfy successful third-party claims against the Combined Company and may reduce the amount of money available to it.

The Combined Company’s certificate of incorporation and bylaws provide that it will indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law. In addition, as permitted by Section 145 of the Delaware General Corporation Law, the Combined Company’s bylaws and the indemnification agreements that it plans to enter into with its directors and officers provide that:

The Combined Company will indemnify its directors and officers for serving it in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

To the extent that a claim for indemnification is brought by any of the Combined Company’s directors or officers, it would reduce the amount of funds available for use in its business.

Longevity and Biolabs do not anticipate that the Combined Company will pay any cash dividends in the foreseeable future.

The current expectation is that the Combined Company will retain its future earnings, if any, to fund the growth of the Combined Company’s business as opposed to paying dividends. As a result, capital appreciation, if any, of the common stock of the Combined Company will be your sole source of gain, if any, for the foreseeable future.

An active trading market for the Combined Company’s common stock may not develop and its stockholders may not be able to resell their shares of common stock for a profit, if at all.

Prior to the Merger, there had been no public market for shares of Biolabs capital stock. An active trading market for the Combined Company’s shares of common stock may never develop or be sustained. If an active market for the Combined Company’s common stock does not develop or is not sustained, it may be difficult for its stockholders to sell their shares at an attractive price or at all.

Longevity and Biolabs may waive one or more of the conditions to the Merger without recirculation of this proxy statement/prospectus or resoliciting stockholder approval.

Conditions to Longevity’s and Biolabs’ obligations to complete the Merger may be waived, in whole or in part, to the extent permitted by law, either unilaterally or by agreement of Longevity, Biolabs and Merger Sub. In the event of a waiver of a condition, the Longevity Board will evaluate the materiality of any such waiver to determine whether an amendment to this proxy statement/prospectus and resolicitation of stockholder approval is necessary.

In the event that the Longevity Board, in its own reasonable discretion, determines any such waiver is not significant enough to require recirculation of this proxy statement/prospectus and resolicitation of its stockholders, it will have the discretion to complete the Merger without seeking further stockholder approval, which decision may have a material adverse effect on the Longevity Stockholders. For example, if Longevity and Biolabs agree to waive the requirement that the shares of

Longevity Common Stock to be issued in the Merger have been approved for listing (subject to official notice of issuance) on Nasdaq as of the Closing, and their respective boards of directors elect to proceed with the Closing, Nasdaq may notify the Combined Company of its determination to delist the Combined Company’s securities based on the failure to satisfy the initial inclusion criteria in the Nasdaq application. The Combined Company may appeal the determination to a hearings panel, which will stay the delisting action pending a panel decision. If the Combined Company does not appeal the determination, its common stock will be delisted.

For more information about the conditions to the completion of the Merger, see the section titled “The Merger Agreement—Conditions to the Completion of the Merger.”

After completion of the Merger, the Combined Company’s executive officers, directors and principal stockholders will have the ability to control or significantly influence all matters submitted to the Combined Company’s stockholders for approval.

Upon the completion of the Merger, it is anticipated that the Combined Company’s executive officers, directors and principal stockholders will, in the aggregate, beneficially own approximately 15% of the outstanding shares of the Combined Company’s common stock, including shares of Common Stock that may be acquired pursuant to the exercise of stock options within 60 days of April 30, 2025. As a result, if these stockholders were to choose to act together, they would be able to control or significantly influence all matters submitted to the Combined Company’s stockholders for approval, as well as the Combined Company’s management and affairs. For example, these stockholders, if they choose to act together, would control or significantly influence the election of directors and approval of any merger, consolidation or sale of all or substantially all of the Combined Company’s assets. This concentration of voting power could delay or prevent an acquisition of the Combined Company on terms that other stockholders may desire.

If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about the Combined Company, its business or its market, its stock price and trading volume could decline.

The trading market for the Combined Company’s common stock will be influenced by the research and reports that equity research analysts publish about it and its business. Equity research analysts may elect to not provide research coverage of the Combined Company’s common stock after the completion of the Merger, and such lack of research coverage may adversely affect the market price of its common stock. In the event it does have equity research analyst coverage, the Combined Company will not have any control over the analysts or the content and opinions included in their reports. The price of the Combined Company’s common stock could decline if one or more equity research analysts downgrade its stock or issue other unfavorable commentary or research. If one or more equity research analysts ceases coverage of the Combined Company or fails to publish reports on it regularly, demand for its common stock could decrease, which in turn could cause its stock price or trading volume to decline.

The Combined Company will have broad discretion in the use of the cash and cash equivalents of the Combined Company and the proceeds from any Concurrent Financing and may invest or spend the proceeds in ways with which you do not agree and in ways that may not increase the value of your investment.

The Combined Company will have broad discretion over the use of the cash and cash equivalents of the Combined Company and the proceeds from any Concurrent Financing. You may not agree with the Combined Company’s decisions, and its use of the proceeds may not yield any return on your investment. The Combined Company’s failure to apply these resources effectively could compromise its ability to pursue its growth strategy and the Combined Company might not be able to yield a significant return, if any, on its investment of these net proceeds. You will not have the opportunity to influence its decisions on how to use the Combined Company’s cash resources.

The Combined Company may be subject to adverse legislative or regulatory tax changes that could negatively impact its financial condition.

The rules dealing with U.S. federal, state and local income taxation are constantly under review by persons involved in the legislative process and by the Internal Revenue Service and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect the Combined Company or its stockholders. For example, the United States enacted the Inflation Reduction Act of 2022, which implements, among other changes, a 1% excise tax on certain stock buybacks. In addition, beginning in 2022, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”) eliminated the option to deduct research and development expenditures and required taxpayers to amortize them generally over five or fifteen years. The Combined Company will assess the impact of various tax reform proposals and modifications to existing tax treaties in all jurisdictions where the Combined Company has operations to determine the potential effect on its business and any assumptions the Combined Company will make about its future taxable income. It cannot predict whether any specific proposals will be

enacted, the terms of any such proposals or what effect, if any, such proposals would have on its business if they were to be enacted. Such changes, among others, may adversely affect its effective tax rate, results of operation and general business condition.

The Combined Company’s ability to use net operating loss carryforwards and other tax attributes may be limited, including as a result of the Merger.

As of December 31, 2024, Longevity had approximately $29.5 million of federal and $43.3 million of state net operating loss carryforwards. Federal and state net operating loss carryforwards were approximately $31.3 million and $30.9 million, respectively, for the year ended December 31, 2023. Longevity’s federal net operating loss carryforwards consist of approximately $7.3 million of pre-2018 net operating loss carryforwards, which expire after twenty years and begin to expire starting in 2028. Longevity had approximately $22.2 million of post-2017 net operating losses that carry forward indefinitely. Future utilization of the net operating loss carryforwards is subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”). In addition, Longevity has approximately $57,000 of federal research and development credit carryovers, which expire after twenty years and begin to expire starting in 2041. Longevity utilized approximately none of such credits for tax year 2024. Future realization of the credit carryforwards is subject to certain limitations under Section 383 of the Code. Longevity has not undertaken any formal research and development credit study to calculate its credits.

Under current law, U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards is limited to 80% of taxable income for taxable periods beginning after December 31, 2020. It is uncertain if and to what extent various states will conform to federal law. In addition, under Sections 382 and 383 of the Code, U.S. federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in ownership. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points (by value) over their lowest ownership percentage within a rolling three-year period. Longevity may have experienced such ownership changes in the past, and Longevity may experience an ownership change in connection with the Merger. In addition, the Combined Company’s ability to utilize its net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including, as discussed above, in connection with the Merger, or other transactions. Similar rules may apply under state tax laws. If the Combined Company earns taxable income, such limitations could result in increased future income tax liability to the Combined Company, and the Combined Company’s future cash flows could be adversely affected.

Unfavorable global economic conditions could adversely affect the Combined Company’s business, financial condition, results of operations or cash flows.

The Combined Company’s results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. A severe or prolonged economic downturn could result in a variety of risks to the Combined Company’s business, including weakened demand for the Combined Company’s products and the Combined Company’s ability to raise additional capital when needed on acceptable terms, if at all. A weak or declining economy could also strain the Combined Company’s suppliers, possibly resulting in supply disruption, or cause the Combined Company’s customers to delay making payments for its products and services. Any of the foregoing could harm the Combined Company’s business and the Combined Company cannot anticipate all of the ways in which the current economic climate and financial market conditions could adversely impact its business.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus includes forward-looking statements within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act. These forward-looking statements are based on current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties, and assumptions about Longevity or Biolabs that may cause Longevity’s or Biolabs’ actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by such forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “might,” “should,” “could,” “will,” “would,” “expect,” “intend,” “plan,” “possible,” “potential,” “predict,” “project,” “anticipate,” “believe,” “estimate,” “continue,” “future,” or the negative of such terms or other similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such statements include, but are not limited to, the timing for completion of the Merger, the anticipated benefits of the
Merger, the anticipated impact of the Merger on the Combined Company’s business and future financial and
operating results, the timing for the effectiveness of the Reverse Stock Split, the anticipated benefits of the Reverse
Stock Split, statements and expectations regarding Longevity’s or Biolabs’ expected future growth and ability to manage such growth, the ability to maintain the listing of the Longevity Common Stock and Longevity’s redeemable warrants on the Nasdaq Capital Market, Longevity’s or Biolabs’ estimates regarding anticipated operating losses, future revenue, capital requirements and each of their needs for, and ability to raise, financing in the future, Longevity or Biolabs’ success in retaining or recruiting officers, key employees or directors, factors relating to Longevity’s or Biolabs’ business, operations and financial performance, including Longevity or Biolabs’ ability to commercialize products, market acceptance of products, ability to compete effectively, market conditions within their industry, ability to respond and adapt to change in technology or customer behavior as well as all other statements other than statements of historical fact included in this proxy statement/prospectus.

The forward-looking statements contained in this proxy statement/prospectus are based on current expectations and beliefs concerning future developments and their potential effects on Longevity and Biolabs. There can be no assurance that future developments affecting Longevity or Biolabs will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties, and other assumptions that may cause actual results or performance to be materially different than those expressed or implied by these forward-looking statements. These risks and uncertainties include but are not limited to, those listed under “Risk Factors” beginning on page 18 of this proxy statement/prospectus, Part I, Item 1A, “Risk Factors” of Longevity’s 2024 Annual Report, and Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of Longevity’s 2024 Annual Report, and elsewhere in this proxy statement/prospectus and those risks described in Longevity’s other filings with the SEC. Given these risks and uncertainties, you should not rely on these forward-looking statements as predictions of future events. The forward-looking statements contained in this proxy statement/prospectus are made as of the date of this proxy statement/prospectus. Longevity and Biolabs do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as may be required under applicable securities laws. Any public statements or disclosures by Longevity or Biolabs following this proxy statement/prospectus that modify or impact any of the forward-looking statements contained in it will be deemed to modify or supersede such statements in this proxy statement/prospectus.

THE SPECIAL MEETING IN LIEU OF THE ANNUAL MEETING OF LONGEVITY STOCKHOLDERS

Date, Time and Place

The special meeting will be held on , 2025, commencing at , Eastern Time, unless adjourned or postponed to a later date. The special meeting will be held entirely online. Longevity is sending this proxy statement/prospectus to its stockholders in connection with the solicitation of proxies by the Longevity Board for use at the special meeting and any adjournments or postponements of the special meeting. This proxy statement/prospectus is first being furnished to Longevity Stockholders on or about , 2025.

Purposes of the Special Meeting

The purposes of the special meeting are:

Proposal No. 1 is a condition to completion of the Merger. Therefore, the Merger cannot be consummated without the approval of Proposal No. 1.

Recommendation of the Longevity Board

Record Date and Voting Power

Only holders of record of Longevity Common Stock at the close of business on the record date of , 2025 are entitled to notice of, and to vote at, the special meeting. At the close of business on the record date, there were registered holders of record of Longevity Common Stock and there were shares of Longevity Common Stock issued and outstanding. Each share of Longevity Common Stock entitles the holder thereof to one vote on each matter submitted for stockholder approval.

Voting and Revocation of Proxies

The proxy accompanying this proxy statement/prospectus is solicited on behalf of the Longevity Board for use at the special meeting.

If, as of the record date referred to above, your shares were registered directly in your name with the transfer agent for Longevity Common Stock, Continental Stock Transfer & Trust Company, then you are a stockholder of record.

Whether or not you plan to attend the special meeting online, Longevity urges you to fill out and return the proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.

If you are a stockholder of record, you may vote at the special meeting. Alternatively, you may vote by proxy by using the accompanying proxy card, over the Internet or by telephone. Whether or not you plan to attend the special meeting, Longevity encourages you to vote by proxy to ensure your vote is counted.

Even if you have submitted a proxy before the special meeting, you may still attend the special meeting and vote. In such case, your previously submitted proxy will be disregarded.

If you are a Longevity Stockholder of record, you may provide your proxy instruction in one of four different ways:

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization rather than from Longevity. Simply complete and mail the voting instruction card to ensure that your vote is counted. To vote at the special meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Longevity provides Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

If you hold shares beneficially in street name and do not provide your broker or other agent with voting instructions, your shares may constitute “broker non-votes.” A “broker non-vote” occurs when shares held by a broker that are represented at the meeting are not voted with respect to a particular “non-routine” proposal because the broker has not received voting instructions from its client(s) with respect to such shares on how to vote and does not have or did not exercise discretionary authority to vote on the matter. Broker non-votes, if any, will be treated as shares that are present at the special meeting for purposes of determining whether a quorum exists but, assuming a quorum is present, will not have any effect for the purpose of voting on for Proposal Nos. 1, 3, and 4. If a Longevity Stockholder does not return voting instructions to their broker on how to vote their shares of Longevity Common Stock, such broker may be prevented from voting, or may otherwise choose not to vote, such shares held by such broker, resulting in broker non-votes with respect to such shares. To make sure that your vote is counted for Proposal Nos. 1, 3, and 4, you should instruct your broker to vote your shares of Longevity Common Stock, following the procedures provided by your broker. Proposal No. 3 is a “routine” matters for which brokers have discretionary authority to vote. Accordingly, it is not expected that there will be any broker non-votes with respect to Proposal No. 3.

All properly executed proxies that are not revoked will be voted at the special meeting and at any adjournments or postponements of the special meeting in accordance with the instructions contained in the proxy. If a holder of Longevity

Common Stock executes and returns a proxy and does not specify otherwise, the shares represented by that proxy will be voted “FOR” all the proposals in accordance with the recommendation of Longevity Board.

You may change your vote at any time before your proxy is voted at the special meeting in any one of the following ways:

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by them.

Required Vote

The presence at the special meeting of the holders of a majority of the shares of Longevity Common Stock entitled to vote at the special meeting is necessary to constitute a quorum at the meeting. Abstentions and broker non-votes, if any, will be counted towards the presence of a quorum.

A majority of the votes cast at the special meeting by the Longevity Stockholders entitled to vote thereon, assuming a quorum is present, is required for approval of each of Proposal Nos. 1, 3, and 4. A plurality of the votes cast at the special meeting by the Longevity Stockholders entitled to vote thereon, assuming a quorum is present, is required for the election of each director nominee listed under Proposal No. 2.

Proposal No. 1 is a condition to completion of the Merger. Therefore, the Merger cannot be consummated without the approval of Proposal No. 1. The issuance of shares of Longevity Common Stock in connection with the Merger and the change of control of Longevity resulting from the Merger will not take place unless Proposal No. 1 is approved by Longevity Stockholders and the Merger is consummated.

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “FOR”, “WITHOLD”, and “AGAINST” votes, abstentions and broker non-votes, as applicable to each approval. Abstentions and broker non-votes will also be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. For Proposal Nos. 1, 3, and 4, abstentions and broker non-votes are not counted as votes cast and will have no effect on the outcome of the vote. Longevity Stockholders may elect to “WITHOLD” their vote for an individual up for election in Proposal No. 2.

Broker non-votes will be treated as shares present for the purpose of determining the presence of a quorum for the transaction of business at the special meeting. Broker non-votes will not be counted as “votes cast” and will therefore have no effect on Proposal Nos. 1, 2, 3, and 4. Proposal No. 3 currently scheduled to be voted on at the special meeting is a “routine” matter for which brokers have discretionary authority to vote. Accordingly, it is not expected that there will be any broker non-votes for Proposal No. 3. However, Proposal Nos. 1, 2, and 4 are considered “non-routine” matters and there may be broker-non votes for those proposals.

Solicitation of Proxies

In addition to the solicitation of proxies by mail, the directors, officers, employees and agents of Longevity may solicit proxies from Longevity Stockholders by personal interview, telephone, email, fax or otherwise. Longevity will pay the costs of printing and filing this proxy statement/prospectus and proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees, and fiduciaries who are record holders of Longevity Common Stock for the forwarding of solicitation materials to the beneficial owners of Longevity Common Stock. Longevity will reimburse these brokers, custodians, nominees, and fiduciaries for the reasonable out of pocket expenses they incur in connection with the forwarding of solicitation materials. Longevity has retained Alliance Advisors to assist it in soliciting proxies using the means referred to above.

Longevity will pay the fees of Alliance Advisors, which Longevity expects to be approximately $15,000 plus reimbursement of out-of-pocket expenses.

Important Notice Regarding Delivery of Stockholder Documents

Longevity has adopted a procedure called “householding,” which the SEC has approved. Under this procedure, Longevity delivers a single copy of its proxy materials to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. This procedure reduces Longevity’s printing costs, mailing costs and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, Longevity will deliver promptly a separate copy of Longevity’s proxy materials to any stockholder at a shared address to which Longevity delivered a single copy of any of these materials. This request may be submitted by contacting Longevity Health Holdings, Inc., 2403 Sidney Street, Suite 300, Pittsburgh, Pennsylvania 15203, (412) 894-8248, Attention: Chief Financial Officer. Longevity will deliver those documents to such stockholder promptly upon receiving the request. Any such stockholder may also contact Longevity’s Chief Financial Officer using the above contact information if he or she would like to receive separate proxy statements and annual reports in the future. If you are receiving multiple copies of Longevity’s annual reports and proxy statements, you may request householding in the future by contacting Longevity’s Chief Financial Officer.

Other Matters

As of the date of this proxy statement/prospectus, the Longevity Board does not know of any business to be presented at the special meeting other than as set forth in the notice accompanying this proxy statement/prospectus. If any other matters should properly come before the special meeting, it is intended that the shares represented by proxies will be voted with respect to such matters in accordance with the judgment of the persons voting the proxies.

THE MERGER

This section and the section titled “The Merger Agreement” beginning on page 78 of this proxy statement/prospectus describe the material aspects of the Merger and the Merger Agreement. While Longevity and Biolabs believe that this description covers the material terms of the Merger and the Merger Agreement, it may not contain all of the information that is important to you. You should read carefully this entire proxy statement/prospectus for a more complete understanding of the Merger and the Merger Agreement and the other documents to which you are referred in this proxy statement/prospectus. See the section titled “Where You Can Find More Information” beginning on page 179 of this proxy statement/prospectus.

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the Longevity Board or committees thereof or the representatives of Longevity and other parties.

In the ordinary course of business, the Longevity Board, assisted by Longevity’s senior management and outside legal counsel and financial advisors, regularly considers and reviews the strategy, performance, and prospects of Longevity with a view toward maximizing stockholder value. These reviews have included, from time to time, discussions of opportunities and risks associated with Longevity’s products, current and anticipated business and industry trends, the competitive landscape, the financial markets and the macroeconomic environment, with a view toward strategic alternatives, financing opportunities, business collaborations and licensing opportunities potentially available to Longevity.

Prior to July 2023, Longevity was a blank check company formed as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. On July 14, 2023, Longevity completed a business combination with Carmell Therapeutics Corporation, a regenerative medicine biotech company focused on leveraging its core platform technology, plasma-based bioactive material, to stimulate tissue repair or growth after severe injury, disease or aging (“Legacy Carmell”), pursuant to which a wholly owned subsidiary of Longevity merged with and into Legacy Carmell with Legacy Carmell surviving as a wholly owned subsidiary of Longevity (the “Business Combination”).

Following the Business Combination in July 2023, Longevity reprioritized product development to accelerate its momentum towards commercial operations instead of remaining a non-revenue producing biotech company for the additional 5-6 years that would have been necessary to complete clinical development and receive FDA approval for its Biologics License Application (“BLA”) therapeutic candidates. Longevity ceased clinical studies of its therapeutic BLA product pipeline and instead focused on developing cosmetic skincare and haircare products that would be potentially ready for commercial launch within a year. In alignment with this strategy, Longevity launched its first seven Carmell SecretomeTM skincare products in summer 2024.

In alignment with this strategy, at the beginning of 2025, Longevity announced that it had entered into an asset purchase agreement to acquire substantially all of the assets of PMGC Holdings Inc. (formerly Elevai Labs Inc.) and its wholly owned subsidiary, Elevai, related to Elevai’s skincare and haircare business, including the Elevai ExosomesTM product line (the “Elevai Acquisition”). The Elevai Acquisition subsequently closed on January 16, 2025 and scaled up Longevity’s commercial operations and product portfolio. On March 10, 2025, Longevity rebranded and announced the change of its name to “Longevity Health Holdings, Inc.”

During the period between January 10 and March 24, 2025, Longevity evaluated a number of additional potential acquisition targets. In connection with such evaluations, Longevity submitted a non-binding letter of intent to acquire a company focused on hair and scalp health. Discussions with this potential target concluded on February 16, 2025 when the parties could not arrive at a mutual agreement on commercial terms.

During the week of February 24, 2025, William Buchanan, Managing Partner of Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”), discussed a number of potential acquisition targets, including Biolabs, with Rajiv Shukla, the Chairman and Chief Executive Officer of Longevity. On March 4, 2025, Mr. Shukla received a presentation from Mr. Jonathan Cohen, Chief Executive Officer of Biolabs, outlining its products and commercialization strategy. On March 4, 2025, Mr. Shukla received a presentation from Mr. Jonathan Cohen, the Chief Executive Officer of Biolabs, outlining its products and commercialization strategy. On March 5, 2025, to facilitate confidential discussions, Longevity and Biolabs executed a mutual confidentiality agreement that contained a customary “standstill” provision, including a “don’t ask, don’t waive” provision preventing each party from making any requests to amend or waive the standstill.

After the execution of the mutual confidentiality agreement, on March 5, 2025, Longevity, Biolabs, and Brookline conducted detailed confidential discussions regarding the respective businesses of Longevity and Biolabs. Participants in these discussions included Rajiv Shukla, Bryan Cassaday, the Chief Financial Officer of Longevity, Jonathan Cohen, Anne Shiflett, the Acting Chief Financial Officer of Biolabs, William Buchanan, a Managing Partner of Brookline, and Michael Fontaine, a Managing Partner of Brookline.

On March 9, 2025, Longevity provided Biolabs with a draft non-binding term sheet with respect to a possible business combination between the parties. The draft term sheet was shared with Longevity Board Members, Scott Frisch, Richard Upton and Patrick Sturgeon for their input and comments. On March 13, 2025, Rajiv Shukla, Bryan Cassaday, Jonathan Cohen, Louis Bevilacqua of Bevilacqua PLLC (“BPLLC”), outside counsel to Biolabs, William Buchanan, and Michael Fontaine participated in a discussion of the proposed terms of the possible business combination outlined in the foregoing draft non-binding term sheet. The parties also discussed certain due diligence items relating to their respective product portfolios and financial performance.

On March 11, 2025, Jonathan Cohen, Gilles Spenlehauer, a member of Longevity’s Board, having previously spent 17 years at L’Oreal (the world’s largest cosmetics company) in various leadership roles, and Rajiv Shukla held a video conference call to review the science underlying Longevity’s products and their potential synergies with Biolabs’ new test for inflammatory markers.

On March 12, 2025, Scott Frisch, a member of Longevity’s Board, who currently serves as Chief Operating Officer of AARP, met with Jonathan Cohen and Ron Baker, a member of Biolabs’ Board, in person to discuss Biolabs' multi-cancer OneTest and its new longevity test.

On March 13, 2025, Rajiv Shukla, Bryan Cassaday, Patrick Sturgeon, a member of the Longevity Board, Jonathan Cohen, Louis Bevilacqua, William Buchanan, Michael Fontaine, Marc Ross, Board member of Biolabs, Jonathan Ross, financial advisor to Biolabs, and representatives of Brookline held a video conference to discuss commercial terms, project timelines and key next steps with respect to the proposed engagement letter between Brookline and Biolabs. Later the same day, Brookline provided revised language addressing fees payable for the potential Merger as well as a concurrent financing for the Combined Company in connection with the Merger. The parties began discussing the appropriate size of such concurrent financing and arrived at mutual agreement on April 4, 2025.

From March 24 to March 28, 2025, Longevity management and Biolabs management negotiated and finalized the terms of the non-binding term sheet. On March 28, 2025, Longevity and Biolabs entered into a non-binding term sheet providing for a traditional reverse merger transaction. Based on the enterprise value of $70.4 million for Biolabs in its Regulation A financing round in February, 2025, the parties agreed to a valuation of $50 million for Biolabs, plus earnout consideration of up to $20 million based on the achievement of financial milestones to be determined between the parties. The parties also agreed on a valuation of $50 million for Longevity based on comparatively similar fiscal year 2024 revenue and anticipated fiscal year 2025 growth. The non-binding term sheet included an exclusivity period of 45 days following execution of the term sheet for both parties.

On March 28, 2025, Biolabs decided to pause its planned IPO with Brookline as its lead banker.

On April 2, 2025, the commercial and product development teams of Longevity and Biolabs, in addition to Bryan Cassaday, Jonathan Cohen, Jiming Zhou, Michael Lebowitz, Chief Scientific Officer of Biolabs, and Ronald Baker, Chief Business Officer of Biolabs, conducted a review of Longevity’s sales footprint and product pipeline to identify potential synergies with their own biomarker tests, specifically their newly developed Longevity test, which is a test for blood-based inflammatory biomarkers that correlate with accelerated aging and provides artificial intelligence based recommendations for managing the impact of aging.

On April 3 through 4, 2025, Rajiv Shukla and Bryan Cassaday met with Jonathan Cohen and several employees of Biolabs at their headquarters in Gaithersburg, Maryland for full-day meetings. During these two days, the parties developed a joint financial model including cost and revenue synergies, conducted deep dives into Biolabs’ products and a walk through Biolabs’ CAP/CLIA laboratory, review of Biolabs’ sales performance and team organization, review of potential partnerships and acquisitions, including a video conference with a Korean company, that could deliver synergies with both Longevity and Biolabs, and reviewed the regulatory environment for Biolabs’ products, including potential Government budget for funding health checkups for firefighters (which constitutes a large portion of Biolabs’ sales).

On April 6, 2025, Longevity delivered an initial draft Merger Agreement to Biolabs and BPLLC. The initial draft included the following terms, among others, (i) a traditional reverse merger structure pursuant to which Biolabs’ stockholders

would own 50.1% of the outstanding common stock of the Combined Company before any proposed concurrent financing, (ii) a mechanism for contingent earnout payments to Biolabs’ stockholders via a contingent value rights agreement, (ii) a concurrent financing by Longevity of at least $4 million prior to the Closing, and (iii) typical reciprocal representations and warranties and interim operating covenants with respect to Longevity and Biolabs. The modification of the proposed Exchange Ratio from 50% post-Closing ownership by the Biolabs’ stockholders to 51% post-Closing ownership resulted in an updated valuation of $49.8 million for Longevity, which was materially similar to the previously contemplated $50 million valuation.

On April 6, 2025, Mr. Shukla and Mr. Cohen discussed telephonically the proposed terms of the draft Merger Agreement, including (i) the timeline for negotiations, (ii) the need for approval of Biolabs Stockholders, (iii) the minimum amount of the concurrent financing by Longevity, and (iv) the parties’ consensus to agree upon the Combined Company’s board of directors and management and the revenue milestones for the earnout consideration following the signing of the Merger Agreement.

From April 6 through April 9, 2025, Mr. Cohen spoke with the Biolabs Board regarding the proposed terms of the business combination with Longevity and Nasdaq’s potential delisting of the Longevity Common Stock. On April 9, 2025, Mr. Cohen and Mr. Shukla negotiated the size of the concurrent financing and the nature of the interim covenants and closing conditions. On that same day, Mr. Shukla, Mr. Cohen and representatives of BPLLC and Longevity’s outside counsel K&L Gates LLP (“K&L”) met virtually to discuss these proposed terms, ultimately agreeing to the following: (i) the payment of a termination fee of $2 million by Longevity upon termination of the Merger Agreement by Longevity for any reason other than (a) a material breach of the Merger Agreement by Biolabs that would have resulted in the failure of Biolabs’ closing conditions or (b) the occurrence of a Biolabs Material Adverse Effect (as defined in the section titled “The Merger Agreement—Conditions to the Completion of the Merger” beginning on page 89 of this proxy statement/prospectus) that has not been cured prior to termination; (ii) a closing condition requiring the continued Nasdaq listing of the Longevity Common Stock at the Closing; and (iii) a covenant of the parties to mutually determine a budget and cash flow plan, the Combined Company’s board of directors and management and the financial milestones for the earnout consideration within a set period of time following the signing of the Merger Agreement..

On April 9, 2025, Brookline, McGuireWoods LLP, counsel to Brookline (“MW”), Longevity and K&L met virtually to discuss a potential ATM Financing. During April 9 through April 13, 2025, Brookline and Longevity continued to negotiate the terms of the proposed ATM Financing and executed an engagement letter for an ATM Financing on April 14, 2025.

On April 10, 2025, BPLLC delivered a revised draft of the Merger Agreement, which included, among other changes, (i) the addition of Mr. Cohen as the Stockholder Representative, (ii) proposed revenue milestones for the earnout consideration, consisting of a scaled portion of the earnout shares being released upon achievement of a percentage of revenue growth ranging from 20% to 200%, (iii) an additional earnout payment with respect to specified liabilities of Longevity, (iv) the addition of closing conditions on behalf of each party including, but not limited to, (a) the continued listing of the Longevity Common Stock on Nasdaq, (b) the satisfactory completion of Biolabs’ due diligence review of Longevity, (c) the delivery of Longevity’s plans to address any outstanding liabilities or pending or threatened litigation of Longevity, and (d) the parties’ mutual agreement upon a budget and cash flow plan and post-closing appointments and compensation of the officers and directors of the Combined Company, and (v) the payment of a termination fee of $2 million by Longevity upon termination of the Merger Agreement by Longevity for any reason other than (a) a material breach of the Merger Agreement by Biolabs that would have resulted in the failure of Biolabs’ closing conditions or (b) the occurrence of a Biolabs Material Adverse Effect that has not been cured prior to termination. Subsequent to the delivery of this revised draft, representatives of BPLLC and K&L met virtually to discuss the revised terms of the Merger Agreement.

On April 11, 2025, the Biolabs Board held a meeting, at which representatives of Biolabs management, Brookline and BPLLC were present. During the meeting, the CEO and COO of Biolabs, along with representatives of BPLLC, presented the Biolabs Board with the expected market and operational synergies of the proposed Merger, and summarized for the Biolabs Board the key features of the Merger Agreement that was in the final stages of negotiation and set to be signed later that day. Questions from the Biolabs Board members were also answered.

On April 11, 2025, K&L delivered a revised draft of the Merger Agreement to BPLLC and Biolabs. This revised draft proposed the following changes, among others: (i) an earnout pool of 402,744 shares of Longevity Common Stock payable to the Biolabs Stockholders in accordance with financial milestones, (ii) the addition of a separate termination right of each party if such party determines that it will not be able to complete its due diligence investigation of the other party to its satisfaction within 45 days of the signing of the Merger Agreement, and (iii) limitations on the circumstances under which the termination fee would be payable by Longevity, including that the termination fee would only be payable by Longevity upon termination by (i) Biolabs for (a) failure of the Closing to occur by September 30, 2025 or (b) failure to obtain approval of the Longevity Stockholders of the issuance of Longevity Common Stock under the Merger Agreement in accordance with Nasdaq Listing

Rule 5635 (but, in each case, only if Biolabs has the right to terminate due to a Longevity Triggering Event (as defined in the section titled “The Merger Agreement – Termination and Termination Fee” beginning on page 92 of this proxy statement/prospectus) and (ii) Longevity for failure of Biolabs to satisfy the Due Diligence Contingency (unless at the time of such termination a Biolabs Material Adverse Effect. Following delivery of the revised draft of the Merger Agreement, on April 11, 2025, representatives of K&L and BPLLC negotiated on behalf of Longevity and Biolabs, respectively, the remaining terms of the Merger Agreement, including proposed exceptions to the parties’ interim operating covenants, the proposed closing conditions, the end date that would permit termination of the Merger Agreement by either party, and the circumstances under which the termination fee would be payable by Longevity.

During the afternoon of April 11, 2025, Longevity management shared the draft Merger Agreement with the Longevity Board. The Longevity Board then unanimously (i) determined that the transactions contemplated by the Merger Agreement are fair to, advisable and in the best interests of Longevity and its stockholders, (ii) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the issuance of shares of Longevity Common Stock to the Biolabs Stockholders pursuant to the Merger Agreement, and (iii) determined to recommend, upon the terms and subject to the conditions set forth in the Merger Agreement, that the Longevity Stockholders vote to authorize the issuance of the Longevity Common Stock in accordance with Nasdaq Listing Rule 5635.

During the evening of April 11, 2025, BPLLC circulated to both parties for signature a final version of the Merger Agreement, reflecting the parties’ agreement that the Termination Fee would be payable by Longevity upon a termination by Biolabs for a Longevity Triggering Event. Longevity and Biolabs subsequently entered into the Merger Agreement.

On April 14, 2025, before the opening of Nasdaq for trading that day, Longevity entered into a sales agreement with Brookline respect to the ATM Financing and subsequently issued a press release announcing the proposed Merger and filed a Current Report on Form 8-K with the SEC announcing, among other things, the execution of the Merger Agreement and the execution of the sales agreement with respect to the ATM Financing.

Longevity’s Reasons for the Merger

During the course of its evaluation of the Merger Agreement and the transactions contemplated by the Merger Agreement, the Longevity Board and its Officers consulted with outside legal counsel, reviewed the Biolabs' virtual data room including a Draft Registration Statement that had been previously reviewed by the SEC and had been updated since then to account for recent corporate developments. In reaching its decision that the Merger Agreement and the Merger are fair and in the best interests of Longevity and its stockholders and to approve the Merger Agreement and the transactions contemplated by the Merger Agreement, the Longevity Board considered a number of factors that it viewed as supporting its decision to approve the Merger Agreement, including the factors discussed below, which are not listed in any order of significance.

In approving the Merger Agreement and the transactions contemplated by the Merger Agreement, the Longevity Board determined it was not necessary to obtain a third-party valuation or fairness opinion given the due diligence it conducted in consultation with its financial and legal advisors and the expertise of its management team. The officers and directors of Longevity have substantial experience in evaluating the operating and financial merits of companies in the healthcare industry. Consequently, the Longevity Board concluded that such experience and background enabled it to make the necessary analyses and determinations regarding the Merger and its fairness to the Longevity Stockholders.

The Longevity Board also reviewed the terms of the Merger Agreement and concluded that the terms of the Merger Agreement were reasonable under the circumstances:

In the course of its deliberations, the Longevity Board also considered a variety of risks and other countervailing factors related to entering into the Merger, including the following:

In addition, the Longevity Board was aware of and considered the interests of its directors and executive officers that may be different from, or in addition to, the interests of the Longevity Stockholders generally when approving the Merger Agreement and the Merger, and to recommend that the Longevity Stockholders approve the proposals to be presented to the Longevity Stockholders for recommendation at the special meeting as contemplated by this proxy statement/prospectus. For more information, see section titled “Interests of Longevity’s Directors and Executive Officers in the Merger.”

The foregoing information and factors considered by the Longevity Board are not intended to be exhaustive but are believed to include all of the material factors considered by the Longevity Board. In view of the wide variety of factors considered in connection with its evaluation of the Merger and the complexity of these matters, the Longevity Board did not find it useful to attempt, and did not attempt, to quantify, rank or otherwise assign relative weights to these factors. In considering the factors described above, individual members of the Longevity Board may have given different weight to different factors. The Longevity Board conducted an overall analysis of the factors described above, including thorough

discussions with, and questioning of, Longevity’s management and outside legal counsel, and considered the factors overall to be favorable to, and to support, its determination.

Biolabs’ Reasons for the Merger

In its evaluation of the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Biolabs Board consulted with Biolabs’ management and its legal and financial advisors and considered a number of factors, including the following (which are not necessarily in order of relative importance):

In evaluating the potential Merger, Biolabs’ management and the Biolabs Board considered several potential negative factors, most specifically the fact that Longevity would have to raise additional funds to expand its operations. In evaluating those factors, the Biolabs Board took into consideration the fact that Longevity had successfully raised funds in the past and was, in fact, in the process of evaluating the possible ATM Financing. Moreover, the Biolabs Board reached the determination that the positives of the Merger outweighed the negatives. The Merger offers Biolabs the opportunity to align itself with a larger organization and experienced management team which was expected to, in turn, place Biolabs’ stockholders in a better position following the Merger to realize improvements in the business that would potentially lead to a better realization of their investment.

After considering the foregoing factors, the Biolabs Board concluded that, overall, the potentially beneficial factors relating to the Merger Agreement and the Merger outweighed the risks and potentially negative factors.

The above discussion of the material factors considered by the Biolabs Board in its consideration of the Merger and the other transactions contemplated by the Merger Agreement is not intended to be exhaustive, but does set forth the principal factors considered by the Biolabs Board. In light of the number and wide variety of factors considered in connection with the evaluation of the Merger, the Biolabs Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its final decision. The Biolabs Board viewed its position as being based on all of the information available to it and the factors presented to and considered by it. However, some directors may themselves have given different weight to different factors. The factors, potential risks and uncertainties contained in this explanation of Biolabs’ reasons for the Merger and other information presented in this section contain information that is forward-looking in nature and, therefore, should be read in light of the factors discussed in “Risk Factors” beginning on page 18 of this proxy statement/prospectus.

Interests of Longevity’s Directors and Executive Officers in the Merger

In considering the recommendation of the Longevity Board with respect to issuing shares of Longevity Common Stock in the Merger and other matters to be acted upon by the Longevity Stockholders at the special meeting, the Longevity Stockholders should be aware that Longevity’s directors and executive officers have interests in the Merger that are different from, or in addition to, the interests of the Longevity Stockholders generally. These interests include the following:

The Longevity Board was aware of these potential conflicts of interests and considered them, among other matters, in reaching its decision to approve the Merger Agreement and the Merger, and to recommend that the Longevity Stockholders approve the proposals to be presented to the Longevity Stockholders for recommendation at the special meeting as contemplated by this proxy statement/prospectus.

Ownership Interests

As of April 30, 2025, Longevity’s non-employee directors and executive officers beneficially owned, in the aggregate, approximately 18% of the shares of Longevity Common Stock, which for purposes of this subsection excludes any Longevity shares issuable upon exercise or settlement of Longevity options held by such individuals. The affirmative vote of a majority of the votes cast by the holders of Longevity Common Stock at the special meeting, assuming a quorum is present, is required for approval of the Proposal Nos. 1, 3, and 4. With respect to Proposal No. 2, directors are elected by a plurality of the votes cast by the stockholders entitled to vote on the election at the special meeting, and the nominees for director receiving the highest number of affirmative votes, up to the number of directorships subject to election, will be elected.

Certain Longevity Stockholders who, in the aggregate, owned approximately 16% of the outstanding shares of Longevity Common Stock as of April 30, 2025 will enter into stockholder support agreements with Longevity and Biolabs whereby such stockholders will agree to vote all of their shares in favor of the Longevity Stockholder Proposals. For a more detailed discussion of these support agreements, please see the section titled “The Merger Agreement—Support Agreements” beginning on page 85 of this proxy statement/prospectus.

Treatment of Longevity Warrants and Options

Each warrant to acquire shares of Longevity Common Stock that is issued and outstanding will survive the Closing and remain outstanding in accordance with its terms.

Each Longevity Option that is issued and outstanding at the Effective Time will remain issued and outstanding in accordance with its terms and such options will be unaffected by the Merger; provided that, pursuant to the terms of the award agreements issued under the Longevity 2023 Plan and the Longevity 2009 Plan, each outstanding and unexercised Longevity Option will fully accelerate and vest immediately prior to the Effective Time, including those Longevity Options held by Longevity’s executive officers and non-employee directors.

The table below sets forth information regarding the Longevity Options held as of April 30, 2025, before giving effect to any vesting acceleration provided for in award agreements under the Longevity 2023 Plan and the Longevity 2009 Plan, by

each of the individuals who are or were at any point after January 1, 2024, Longevity’s executive officers and Longevity’s non-employee directors.

Director Positions Following the Merger

The Longevity Board currently consists of six members. In accordance with the terms of the Longevity Certificate of Incorporation and the Longevity Bylaws, the Longevity Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

Following the Merger, the Combined Company Board will consist of eight members, consisting of (i) four directors designated by Longevity, namely Rajiv Shukla, Scott Frisch, Gilles Spenlehauer and Patrick Sturgeon, and (ii) four directors designated by Biolabs, namely Jonathan Cohen, John Compton, Prasanth Reddy and Michael Ross.

There are no family relationships among the current Longevity directors and executive officers, and there are no family relationships among any of the proposed Combined Company director and officers.

Non-Employee Director Compensation

Under Longevity’s non-employee director compensation policy, Longevity’s non-employee directors are entitled to an annual retainer of $50,000, which is paid in quarterly installments. The Longevity Board may, in its discretion, permit a non-employee director to elect to receive any portion of the annual cash retainer in the form of fully vested shares of Longevity Common Stock in lieu of cash. In addition, Longevity’s non-employee directors receive one-time option grants, which are intended to provide equity compensation for four years following the grant.

Longevity also reimburses its non-employee director for reasonable travel and out-of-pocket expenses incurred in connection with attending Longevity Board and committee meetings. Longevity employee directors receive no additional compensation for their service as a director.

Following the consummation of the Merger, it is expected that the Combined Company will provide compensation to non-employee directors pursuant to a new non-employee director compensation policy that is expected to be adopted in connection with the Closing and take effect at the Effective Time (the “Director Compensation Policy”).

Under the Director Compensation Policy, each non-employee director may receive cash and/or equity compensation for Combined Company Board services described below. The Combined Company will also reimburse non-employee directors for reasonable travel and out-of-pocket expenses incurred in connection with attending Combined Company Board and committee meetings.

As of April 30, 2025, Longevity had $208,333 of non-employee director compensation payable to its non-employee directors related to directors' fees for the period from July 1, 2024 to April 30, 2025, which the Longevity Board agreed to defer.

Executive Employment Agreement

Rajiv Shukla

The Amended and Restated Executive Employment Agreement, dated August 13, 2024 (the “Shukla Employment Agreement”), by and between Rajiv Shukla and Longevity, provides for change of control and severance benefits to Mr. Shukla upon termination of his employment by Longevity without “cause” or by Mr. Shukla for “good reason” (each as defined in the Shukla Employment Agreement) following a “Change in Control” (as defined in the Longevity 2023 Plan).

If, during the 18-month period beginning on the date that is three months prior to the consummation of a Change in Control, Mr. Shukla is terminated by Longevity without “cause” or upon Mr. Shukla’s resignation for “good reason,” (a) Longevity will pay to him (i) the unpaid portion of any annual bonus that would have been earned with respect to the fiscal year ended immediately prior to such termination, (ii) a pro rata bonus for the year of termination, (iii) 18 months of his Base Salary, and (iv) up to 18 months of COBRA premiums to the extent they exceed the amount charged to active similarly-situated employees of Longevity for the same coverage, and (e) all outstanding time-based equity awards of Mr. Shukla will accelerate and vest upon the later of such termination and the Change in Control. The Shukla Employment Agreement provides any payments and benefits that constitute “parachute payments” subject to the excise tax imposed by Section 4999 of the Code will be reduced such that no portion of such amounts will be subject to the excise tax under Section 280G of the Code (if, and to the extent, such reduction would result in a greater after-tax return to Mr. Shukla than receiving all of the payments and benefits and paying the resulting excise tax). The Merger will be a “Change in Control” for purposes of the Shukla Employment Agreement. The Shukla Employment Agreement also provides for the grant of fully vested restricted stock units covering Longevity Common Stock upon the achievement of certain revenue milestones, subject to continued employment. The achievement of these milestones may be impacted by the Merger.

Bryan Cassaday

In 2023, Longevity entered into an employment agreement, dated June 7, 2023, with Mr. Cassaday (the “Cassaday Employment Agreement”). Pursuant to the Cassaday Employment Agreement, he is entitled to certain severance payments in connection with a termination of employment by Longevity without Cause (as defined in the Cassaday Employment Agreement) or by Mr. Cassaday for Good Reason (as defined in the Cassaday Employment Agreement) if the termination occurs within three months prior or 18 months following a Change in Control (defined as a “Protected Period” in the Cassaday Employment Agreement). Upon such termination, Mr. Cassaday would be entitled to receive monthly cash severance payments equal to one-twelfth of his annual salary for a six-month period. Mr. Cassaday would also be entitled to receive his compensation, including any bonus award already accrued, payment of the applicable monthly premium payable for COBRA continuation coverage for six months to the extent such premium exceeds the monthly amount charged to active similarly-situated employees of Longevity for the same coverage, and a Pro Rata Bonus (as defined in the Cassaday Employment Agreement) based upon actual performance and pro-rated for the portion of the bonus period prior to termination. In addition, Mr. Cassaday would be entitled to receive his bonus at the target level, as well as accelerated vesting in full of all time-based equity awards, as more fully described in the Cassaday Employment Agreement.

All of the executive officers have entered into restrictive covenant agreements with Longevity that generally contain two-year post-employment non-competition and non-solicitation covenants.

The table below summarizes the potential cash benefits for each of Longevity’s executive officers in connection with the consummation of the Merger.

(1) Please see the description above for the elements of severance to Mr. Shukla. For this purpose, COBRA premiums were valued at $694 per month based on current premium rates.

(2) Please see the description above for the elements of severance to Mr. Cassaday. For this purpose, COBRA premiums were valued at $905 per month based on current premium rates.

(3) Longevity and Ms. Bracken-Ferguson mutually agreed that Ms. Bracken-Ferguson would no longer serve as Longevity’s Chief Executive Officer effective as of January 20, 2025. In connection with Ms. Bracken-Ferguson’s separation, all stock options granted to Ms. Bracken-Ferguson were unvested as of the date of her separation from Longevity and, accordingly, were forfeited as of such date.

Limitations of Liability and Indemnification

The Longevity Certificate of Incorporation contains provisions that limit the liability of its directors for monetary damages to the fullest extent permitted by Delaware law. Consequently, Longevity’s directors will not be personally liable to Longevity or its stockholders for monetary damages for any breach of fiduciary duties as directors, except liability for the following:

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission or claim that occurred or arose prior to that amendment or repeal. If the DGCL is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of Longevity’s directors will be further limited to the greatest extent permitted by the DGCL.

In addition, the Longevity Bylaws provide that Longevity will indemnify, to the fullest extent permitted by law, each director and officer (including each former director and officer) of Longevity who was or is made a party to or witness in or is threatened to be made party to or a witness in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an Authorized Representative (as defined below) of Longevity against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties) and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. The Longevity Bylaws define an “Authorized Representative” as a director, officer, employee or agent of Longevity or of any of its subsidiaries, or a trustee, custodian, administrator, committeeman or fiduciary of any employee benefit plan established and maintained by Longevity or by any of its subsidiaries, or a person serving another corporation, partnership, joint venture, trust or other enterprise in any of the foregoing capacities at Longevity’s request.

The Longevity Bylaws provide that Longevity may indemnify, in the discretion of the Longevity Board, to the fullest extent permitted by law, any person who was or is a party to or a witness in or is threatened to be made a party to or a witness in, or is otherwise involved in, any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she is or was an Authorized Representative of Longevity, against all expenses (including attorneys’ fees and disbursements), judgments, fines (including excise taxes and penalties), and amounts paid in settlement actually and reasonably incurred by him or her in connection with such action, suit or proceeding. The Longevity Bylaws also provide that Longevity must advance expenses incurred by or on behalf of a director or officer, and may advance expenses by or on behalf of any other person who is permitted to be indemnified pursuant to the Longevity Bylaws

in the discretion of the Longevity Board, in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

Longevity has entered into and in the future plan to enter into agreements to indemnify its directors and executive officers. Each indemnification agreement provides for indemnification and advancements by Longevity of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to Longevity and its subsidiaries or, at Longevity’s request, service to other entities as officers or directors to the maximum extent permitted by applicable law.

Management Following the Merger

As described in the section captioned “Management Following the Merger” beginning on page 140 of this proxy statement/prospectus, Rajiv Shukla and Bryan Cassaday are expected to continue serving in their current positions as Chairman and Chief Financial Officer, respectively, of the Combined Company following the consummation of the Merger. Jonathan Cohen, the Chief Executive Officer of Biolabs, is expected to serve as Chief Executive Officer of the Combined Company.

Compensation Committee Interlocks and Insider Participation

In connection with the Closing, the Combined Company Board is expected to select members of the compensation committee. Each member of the compensation committee is expected to be a “non-employee” director within the meaning of Rule 16b-3 of the rules promulgated under the Exchange Act and independent within the meaning of the independent director guidelines of Nasdaq. None of the proposed Combined Company’s executive officers serves as a member of the board of directors or compensation committee of any entity that has one or more executive officers who is proposed to serve on the Combined Company’s board of directors or compensation committee following the completion of the Merger.

Indemnification and Insurance for Directors and Officers

Under the Merger Agreement, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Longevity and the surviving corporation in the Merger agreed to indemnify and hold harmless each person who is now, or has been at any time prior to the date of the Merger Agreement, or who becomes prior to the Effective Time, a director or officer of Longevity or Biolabs, respectively, against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the indemnified officer or director is or was a director or officer of Longevity or Biolabs, whether asserted or claimed prior to, at or after the Effective Time. From and after the Effective Time, Longevity and the surviving corporation in the Merger will also fulfill Longevity’s and Biolabs’ indemnity obligations, respectively, to each person who is, has been, or who becomes prior to the Effective Time, a director or officer of Longevity or Biolabs.

The Merger Agreement also provides that the provisions of the Longevity Certificate of Incorporation and the Longevity Bylaws with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Longevity that are presently set forth in the Longevity Certificate of Incorporation and the Longevity Bylaws will not be amended modified or repealed for a period of six years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of Longevity, unless such modification is required by applicable law. The amended and restated certificate of incorporation and amended and restated bylaws of the surviving corporation will contain, and Longevity will cause the amended and restated certificate of incorporation and amended and restated bylaws of the surviving corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers as those presently set forth in the Longevity Certificate of Incorporation and the Longevity Bylaws.

From and after the Effective Time, Longevity will maintain director and officers’ liability insurance policies, with an effective date as of the Closing, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Longevity. In addition, Longevity will secure and purchase a six year “tail policy” on Longevity’s existing directors’ and officers’ liability insurance policy with an effective date as of the date of the Closing.

Form of the Merger

Subject to the terms and conditions of the Merger Agreement, and in accordance with Delaware law, at the completion of the Merger, Merger Sub, a wholly owned subsidiary of Longevity formed by Longevity in connection with the Merger, will merge with and into Biolabs, with Biolabs surviving as a wholly owned subsidiary of Longevity. In connection with the Merger,

Longevity will continue to be named “Longevity Health Holdings, Inc.” and will continue trading on Nasdaq under the symbol “XAGE”.

Merger Consideration

At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement:

Procedures for Effecting the Exchange of Biolabs Capital Stock

Prior to the date of the Closing, Longevity and Biolabs will select an Exchange Agent and, immediately prior to the Effective Time, Longevity will deposit with the Exchange Agent evidence of book-entry shares representing the shares of Longevity Common Stock issuable pursuant to the terms of the Merger Agreement in exchange for shares of Biolabs Capital Stock. Promptly after the Effective Time and no more than ten (10) business days prior to the anticipated date of the Closing, the Exchange Agent will mail to each record holder of Biolabs Capital Stock converted into the right to receive the Merger Consideration instructions for use in identifying such holder’s book-entry shares of Biolabs Capital Stock in exchange for the Merger Consideration. Upon identification of such book-entry shares to the Exchange Agent in accordance with the Exchange Agent’s instructions, together with such other documents as the Exchange Agent may reasonably require, the record holder of such book-entry shares will be entitled to receive in exchange therefor book-entry shares representing the number of whole shares of Longevity Common Stock issuable to such holder pursuant to the Merger Agreement. After the Effective Time, each book-entry share of Biolabs Capital Stock that has not been surrendered will represent only the right to receive shares of Longevity Common Stock issuable pursuant to the Merger Agreement to which the holder of any such certificate is entitled.

Effective Time of the Merger

The Merger Agreement requires the parties to consummate the Merger as promptly as practicable (and in any event within two business days) after all of the conditions to the consummation of the Merger contained in the Merger Agreement are satisfied or waived, including the adoption of the Merger Agreement by the Biolabs Stockholders and the approval by the Longevity Stockholders of the issuance of Longevity Common Stock and the other transactions proposed under the Merger Agreement, other than those conditions that by their nature are to be satisfied at the Closing. The Merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as is agreed

by Longevity and Biolabs and specified in the certificate of merger. Neither Longevity nor Biolabs can predict the exact timing of the consummation of the Merger.

Regulatory Approvals

In the United States, Longevity must comply with applicable federal and state securities laws and the rules and regulations of Nasdaq in connection with the issuance of shares of Longevity Common Stock to Biolabs Stockholders in connection with the transactions contemplated by the Merger Agreement and the filing of this proxy statement/prospectus with the SEC.

Material U.S. Federal Income Tax Considerations

Regardless of whether the Merger will qualify for U.S. federal income tax purposes as a reorganization within the meaning of Sections 368(a)(1)(A) and 368(a)(2)(E) of the Code, the Merger will not result in any taxable gain or loss for U.S. federal income tax purposes to Longevity, Biolabs or any Longevity stockholder in his, her or its capacity as a Longevity stockholder.

The foregoing discussion is for general information purposes only and is not intended to be a complete analysis or description of all potential U.S. federal income tax consequences of the Merger. In addition, the discussion does not address tax consequences that may vary with, or are contingent on, your individual circumstances. Moreover, the discussion does not address any non-income tax or any non-U.S., state or local tax consequences of the Merger. Accordingly, you are strongly encouraged to consult with your own tax advisor as to the tax consequences of the Merger in your particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or non-U.S. and other tax laws and of changes in those laws.

Nasdaq Stock Market Listing

Shares of Longevity Common Stock are currently listed on Nasdaq under the symbol “XAGE”. Longevity has agreed to use commercially reasonable efforts to cause the shares of Longevity Common Stock being issued in the Merger to be approved for listing on Nasdaq at or prior to the Effective Time and, to the extent required by Nasdaq rules, assist Biolabs in preparing and filing an initial listing application for the Longevity Common Stock on Nasdaq and to cause such application to be conditionally approved prior to the Effective Time.

In addition, under the Merger Agreement, each of Longevity’s and Biolabs’ obligation to complete the Merger is subject to the satisfaction or waiver by each of the parties, at or prior to the Merger, of various conditions, including, with respect to both parties, that the shares of Longevity Common Stock to be issued in the Merger have been approved for listing (subject to official notice of issuance) on Nasdaq as of the Closing and, with respect to Biolabs only, that the Longevity Common Stock have been continually listed on Nasdaq as of and from the date of the Merger Agreement through Nasdaq’s conditional approval of Biolabs’ initial listing application.

If the Nasdaq listing application is accepted, Longevity anticipates that the common stock of the Combined Company will be listed on Nasdaq following the Closing under the trading symbol “XAGE”. In order for the Nasdaq listing application to be accepted, among other requirements, the Combined Company must meet the minimum bid price requirement of $4.00 per share pursuant to Nasdaq Listing Rule 5505(a)(1)(A).

Anticipated Accounting Treatment

The Merger is expected to be treated by Longevity as a reverse merger and will be accounted for as a reverse recapitalization in accordance with GAAP. For financial reporting, Biolabs is considered to be the accounting acquirer, based on the expectation that, immediately following the Merger: (i) Biolabs’ equity holders will own a substantial majority of the voting rights in the Combined Company; (ii) Biolabs will designate half of the initial members of the board of directors of the Combined Company; and (iii) Biolabs’ senior management will hold all key positions in senior management of the Combined Company. Accordingly, the Merger is expected to be treated as the equivalent of Biolabs issuing stock to acquire the net assets of Longevity. As a result of the Merger, Biolabs’ assets and liabilities will be recorded at their pre-combination carrying amounts and Longevity’s assets and liabilities will be measured and recognized at their fair values as of the Effective Time. Upon consummation of the Merger, the historical financial statements of Biolabs will become the historical consolidated financial statements of the Combined Company. See the “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement/prospectus for additional information.

Appraisal Rights

Under the DGCL, Longevity Stockholders and beneficial owners of Longevity Common Stock are not entitled to appraisal rights in connection with the Merger.

THE MERGER AGREEMENT

The following is a summary of the material terms of the Merger Agreement. A copy of the Merger Agreement is attached to this proxy statement/prospectus as Annex A and is incorporated by reference into this proxy statement/prospectus. The Merger Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about Longevity, Biolabs or Merger Sub. The following description does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement. You should refer to the full text of the Merger Agreement for details of the Merger and the terms and conditions of the Merger Agreement.

The Merger Agreement contains representations and warranties that Longevity and Merger Sub, on the one hand, and Biolabs, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Merger Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules to be exchanged by the parties as set forth in the Merger Agreement. While Longevity and Biolabs do not believe that these disclosure schedules will contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the disclosure schedules will contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Merger Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about Longevity or Biolabs, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between Longevity, Merger Sub and Biolabs and are modified by the disclosure schedules.

Structure

Subject to the terms and conditions of the Merger Agreement, and in accordance with Delaware law, at the completion of the Merger, Merger Sub, a wholly owned subsidiary of Longevity, formed by Longevity in connection with the Merger, will merge with and into Biolabs, with Biolabs surviving as a wholly owned subsidiary of Longevity.

Completion and Effectiveness of the Merger

The Merger Agreement requires the parties to consummate the Merger as promptly as practicable (and in any event within two business days) after all of the conditions to the consummation of the Merger contained in the Merger Agreement are satisfied or waived, including the adoption of the Merger Agreement by the Biolabs Stockholders and the approval by the Longevity Stockholders of the issuance of Longevity Common Stock and the other transactions proposed under the Merger Agreement, other than those conditions that by their nature are to be satisfied at the Closing. The Merger will become effective upon the filing of a certificate of merger with the Secretary of State of the State of Delaware or at such later time as is agreed by Longevity and Biolabs and specified in the certificate of merger. Neither Longevity nor Biolabs can predict the exact timing of the consummation of the Merger.

Merger Consideration

At the Effective Time, upon the terms and subject to the conditions set forth in the Merger Agreement, (a) each then-outstanding share of Biolabs Common Stock (excluding any Excluded Shares and any Dissenting Shares, but including shares of Biolabs Common Stock resulting from the conversion of the Convertible Promissory Note, dated January 6, 2025, issued Biolabs to David Freiman, the Convertible Promissory Note, dated January 13, 2025, issued by Biolabs to Kayle Watson, and the Convertible Promissory Note, dated January 21, 2025, issued by Biolabs to Brenda Delong (collectively, the “Biolabs Convertible Notes”) prior to the Effective Time) will be converted into the right to receive (i) a number of shares of Longevity Common Stock equal to the Exchange Ratio described in more detail below and (ii) one CVR representing the right to receive such holder’s pro rata portion of the Earnout Shares, if, as and when payable in accordance with the provisions the Merger Agreement, and which shall be issued pursuant to the CVR Agreement, (b) each then-outstanding share of Biolabs Preferred Stock will be converted into the right to receive (1) a number of shares of Longevity Common Stock equal to the number of shares of Biolabs Common Stock issuable upon conversion of each share of Biolabs Preferred Stock pursuant to the Biolabs Certificate of Incorporation and as set forth in the Merger Agreement multiplied by the Exchange Ratio described in more detail below and (2) one CVR representing the right to receive such holder’s pro rata portion of the Earnout Shares, if, as and when payable in accordance with the provisions of the Merger Agreement, and which shall be issued pursuant to the CVR Agreement, (c) each then-outstanding Biolabs Option will immediately vest and be assumed by Longevity, subject to adjustment as set forth in the Merger Agreement and (d) each then-outstanding warrant to purchase shares of Biolabs Capital Stock will be converted into a warrant to purchase shares of Longevity Common Stock, subject to adjustment as set forth in the Merger Agreement.

No fractional shares of Longevity Common Stock will be issued in connection with the Merger, and no certificates or scrip for any such fractional shares will be issued. Any fractional shares of Longevity Common Stock resulting from the conversion of shares of Biolabs Common Stock (including shares of Biolabs Common Stock issued upon conversion of Biolabs Preferred Stock) shall be rounded down to the nearest whole number, with no cash being paid for any fractional share eliminated by such rounding.

Exchange Ratio

The Exchange Ratio is calculated using a formula intended to allocate existing Longevity Stockholders and Biolabs Stockholders a percentage of the Combined Company. Based on Longevity’s and Biolabs’ capitalization as of April 30, 2025, the Exchange Ratio is estimated to be equal to approximately 0.12421

Based on the estimates set forth above, without giving effect to any Concurrent Financing and before the issuance of any Earnout Shares, existing Longevity Stockholders would own approximately 49.9% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis and Biolabs Stockholders would own approximately 50.1% of the outstanding shares of capital stock of the Combined Company on a fully-diluted basis.

The Exchange Ratio formula is the quotient obtained (rounded to four decimal places) by dividing the Biolabs value per share (defined below) by the Longevity value per share (defined below), in which:

Treatment of Biolabs Options

Under the terms of the Merger Agreement, at the Effective Time, each Biolabs Option that is outstanding and unexercised immediately prior to the Effective Time, whether or not vested, will automatically vest and be converted into an option to purchase Longevity Common Stock, and will be assumed by Longevity, subject to adjustment as set forth in the Merger Agreement.

Accordingly, from and after the Effective Time: (i) each Biolabs Options assumed by Longevity may be exercised solely for shares of Longevity Common Stock, (ii) the number of shares of Longevity Common Stock subject to each Biolabs Option assumed by Longevity shall be determined by multiplying (A) the number of shares of Biolabs Common Stock that were subject to such Biolabs Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Longevity Common Stock, (iii) the per share exercise price for the Longevity Common Stock issuable upon exercise of each Biolabs Option assumed by Longevity shall be determined by dividing (A) the per share exercise price of such Biolabs Option, as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent and (iv) any restriction on the exercise of any Biolabs Option assumed by Longevity shall continue in full force and effect and the term, exercisability and other provisions of such Biolabs Option shall otherwise remain unchanged.

However, the Longevity Board or a committee thereof will succeed to the authority and responsibility of the Biolabs Board or any committee thereof with respect to each Biolabs Option assumed by Longevity in accordance with the terms of the Merger Agreement.

Treatment of Biolabs Warrants

Under the terms of the Merger Agreement, each warrant to purchase shares of Biolabs Capital Stock that is outstanding and unexercised immediately prior to the Effective Time (that shall not terminate per its own terms upon the Effective Time) will be assumed and converted into a warrant to purchase shares of Longevity Common Stock.

Accordingly, from and after the Effective Time: (i) each outstanding Biolabs Warrant assumed by Longevity may be exercised solely for shares of Longevity Common Stock; (ii) the number of shares of Longevity Common Stock subject to each outstanding Biolabs Warrant assumed by Longevity will be determined by multiplying (A) the number of shares of Biolabs Common Stock, subject to the unexercised portion of the Biolabs Warrant immediately prior to the Effective Time, by (B) the Exchange Ratio, and rounding the resulting number down to the nearest whole number of shares of Longevity Common Stock; and (iii) the per share exercise price for each Biolabs Warrant assumed by Longevity will be determined by dividing (A) the per share exercise price of such Biolabs Warrant as in effect immediately prior to the Effective Time, by (B) the Exchange Ratio and rounding the resulting exercise price up to the nearest whole cent. Each Biolabs Warrant assumed by Longevity will otherwise continue in full force and effect and the term, any restriction on the exercise and other provisions of such Biolabs Warrant will otherwise remain unchanged.

However, to the extent provided under the terms of a Biolabs Warrant assumed by Longevity in accordance with the terms of the Merger Agreement, such Biolabs Warrant shall, in accordance with its terms, be subject to further adjustment as appropriate to reflect any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to shares of Longevity Common Stock subsequent to the Effective Time. In addition, the Longevity Board or a committee thereof will succeed to the authority and responsibility of the Biolabs Board or any committee thereof with respect to each Biolabs Warrant assumed by Longevity in accordance with the terms of the Merger Agreement.

Treatment of Longevity Common Stock and Longevity Options

Each share of Longevity Common Stock issued and outstanding at the time of the Merger will remain issued and outstanding. In addition, each Longevity Option that is outstanding immediately prior to the Effective Time, whether vested or unvested, will survive the Closing and remain outstanding in accordance with its terms.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Longevity and Biolabs for a transaction of this type relating to, among other things:

The representations and warranties are, in many respects, qualified by materiality and knowledge, and will not survive the Merger, but their accuracy forms the basis of one of the conditions to the obligations of Longevity and Biolabs to complete the Merger.

Covenants; Conduct of Business Pending the Merger

Longevity has agreed that, except as permitted by the Merger Agreement, as required by law, or unless Biolabs has provided written consent, during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the Effective Time and the termination of the Merger Agreement, Longevity and its subsidiaries will use commercially reasonable efforts to conduct their business and operations in the ordinary course consistent with past practices and in material compliance with all applicable laws, regulations and certain contracts. Longevity has also agreed that, subject to certain limited exceptions, without the consent of Biolabs, it will not, and will not cause or permit any of its subsidiaries to, during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the Effective Time and the termination of the Merger Agreement:

Biolabs has agreed that, except as permitted by the Merger Agreement, as required by law, or unless Longevity shall have provided written consent, during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the Effective Time and the termination of the Merger Agreement, Biolabs will use commercially reasonable efforts to conduct its business and operations in the ordinary course consistent with past practices and in material compliance with all applicable laws, regulations and certain contracts. Biolabs has also agreed that, subject to certain limited exceptions, without the consent of Longevity, it will not, and will not cause or permit its subsidiary to, during the period commencing on the date of the Merger Agreement and continuing until the earlier to occur of the Effective Time and the termination of the Merger Agreement:

Non-Solicitation

Each of Longevity and Biolabs have agreed that, except as described below, Longevity and Biolabs and any of their respective subsidiaries will not, nor will either party or any of its subsidiaries authorize any of the directors, officers, employees, attorneys, accountants, investment bankers, financial advisors or other advisors, agents or representatives retained by it or any of its subsidiaries to, directly or indirectly:

An “Acquisition Inquiry” means, with respect to a party, an inquiry, indication of interest or request for information (other than an inquiry, indication of interest or request for information made or submitted by Biolabs, on the one hand, or Longevity, on the other hand, to the other party) that could reasonably be expected to lead to an Acquisition Proposal, other than the Concurrent Financing.

An “Acquisition Proposal” means with respect to either Longevity or Biolabs, any proposal or offer from any person (other than Longevity or Biolabs, as applicable, or their respective representatives) providing for an Acquisition Transaction.

An “Acquisition Transaction” means any transaction or series of related transactions (other than the Concurrent Financing) involving:

Notwithstanding the foregoing, before obtaining the applicable approval of the Longevity Stockholders required to consummate the Merger, in the case of Longevity, and before obtaining the applicable approval of the Biolabs Stockholders required to consummate the merger, Longevity or Biolabs, as applicable, may furnish non-public information regarding itself and its subsidiaries to, and enter into discussions or negotiations with, any third party in response to a bona fide written Acquisition Proposal by such third party, which the Longevity Board or Biolabs Board, as applicable, determines in good faith, after consultation with Longevity’s or Biolabs’ financial advisors and outside legal counsel, constitutes or is reasonably likely to result in a Superior Offer (and is not withdrawn), if:

A “Superior Offer” means an unsolicited bona fide written Acquisition Proposal (with all references to 20% in the definition of Acquisition Transaction being treated as references to 50% for these purposes) that: (a) was not obtained or made as a direct or indirect result of a breach of (or in violation of) the Merger Agreement and (b) is on terms and conditions that the Longevity Board or the Biolabs Board, as applicable, determines in good faith, based on such matters that it deems relevant (including the likelihood of consummation thereof and the financing terms thereof), as well as any written offer by the other party to the Merger Agreement to amend the terms of the Merger Agreement, and following consultation with its outside legal counsel and financial advisors, if any, are more favorable, from a financial point of view, to the Longevity Stockholders or Biolabs Stockholders, as applicable, than the terms of the transactions contemplated hereby.

The Merger Agreement also provides that each party will promptly (and in no event later than one business day after such party becomes aware of such Acquisition Proposal or Acquisition Inquiry) advise the other party of the status and terms of, and keep the other party reasonably informed with respect to, any Acquisition Proposal or Acquisition Inquiry and any material modification or material proposed modification thereto.

Support Agreements

Within thirty (30) days of the date of the Merger Agreement, (a) Biolabs shall have received duly executed support agreements, in form and substance reasonably satisfactory to Biolabs, from each officer and director of Longevity who owns Longevity Common Stock and from each holder of 5% or more of the outstanding Longevity Common Stock, and (b) Longevity shall have received duly executed support agreements, in form and substance reasonably satisfactory to Longevity, from each officer and director of Biolabs who owns Biolabs Common Stock and from each holder of 5% or more of the outstanding Biolabs Common Stock.

Board Recommendation Change

Under the Merger Agreement, subject to certain exceptions described below, Longevity agreed that the Longevity Board may not make a Longevity board recommendation change.

However, notwithstanding the foregoing, at any time prior to the approval of the proposals to be considered at the Longevity special meeting by the necessary vote of Longevity Stockholders, if (x) Longevity has received a bona fide written Superior Offer or (y) there is a Longevity intervening event, the Longevity Board may make a Longevity board recommendation change if, but only if,

(i) in the case of a Superior Offer, following the receipt of and on account of such Superior Offer:

(ii) in the case of a Longevity intervening event, Longevity promptly notifies Biolabs, in writing, within the Longevity notice period before making a Longevity board recommendation change, which notice shall state expressly the material facts and circumstances related to the applicable Longevity intervening event and that the Longevity Board intends to make a Longevity board recommendation change.

A “Longevity intervening event” means a material development or change in circumstances (other than any such event, development or change to the extent related to (A) any Acquisition Proposal, Acquisition Inquiry, Acquisition Transaction or the consequence thereof or (B) the fact, in and of itself, that Longevity meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations) that affects the business, assets or operations of Longevity that occurs or arises after the date of the Merger Agreement.

Longevity’s obligation to call, give notice and hold the Longevity special meeting is not limited to or otherwise affected by the commencement, disclosure, announcement or submission of any Superior Offer or Acquisition Proposal, or by any withdrawal or modification of the Longevity Board’s recommendation or any Longevity board recommendation change.

Under the Merger Agreement, subject to certain exceptions described below, Biolabs agreed that its board of directors may not withhold, amend, withdraw or modify (or publicly propose to withhold, amend, withdraw or modify) the recommendation of the Biolabs Board in a manner adverse to Longevity (referred to in this proxy statement/prospectus as a Biolabs board recommendation change).

However, notwithstanding the foregoing, at any time prior to the approval and adoption of the Merger Agreement by the necessary vote of Biolabs Stockholders, if (x) Biolabs has received a bona fide written Superior Offer or (y) there is a Biolabs intervening event, the Biolabs Board may make a Biolabs board recommendation change if, but only if, but only if:

(i) in the case of a Superior Offer, following the receipt of and on account of such Superior Offer:

(ii) in the case of a Biolabs intervening event, Biolabs promptly notifies Longevity, in writing, within the Biolabs notice period before making a Biolabs board recommendation change, which notice shall state expressly the material facts and circumstances related to the applicable Biolabs intervening event and that the Biolabs Board intends to make a Biolabs board recommendation change.

A “Biolabs intervening event” means a material development or change in circumstances (other than any such event, development or change to the extent related to (A) any Acquisition Proposal, Acquisition Inquiry, Acquisition Transaction or the consequences thereof or (B) the fact, in and of itself, that Biolabs meets or exceeds internal budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations) that affects the business, assets or operations of Biolabs that occurs or arises after the date of the Merger Agreement.

Required Stockholder Approvals

Longevity is obligated under the Merger Agreement to take all action necessary under applicable law to call, give notice of and hold a meeting of the holders of Longevity Common Stock for the purpose of considering and voting to approve the Merger Agreement and the transactions contemplated thereby (including the Merger and the Nasdaq Stock Issuance Proposal) and such other proposals that Longevity and Biolabs may mutually agree upon. The Longevity special meeting will be held as promptly as practicable after the registration statement on Form S-4 is declared effective under the Securities Act, and in any event no later than 45 days after the effective date of the registration statement on Form S-4.

Promptly after the Due Diligence Contingency Deadline (as defined below), Biolabs is required to call, give notice of, convene and hold a meeting of its stockholders to approve and adopt the Merger Agreement (the “Biolabs stockholder approval”).

Regulatory Approvals

Each party shall use commercially reasonable efforts to make or cause to be made, as promptly as practicable, all filings and other submissions (if any) and give all notices (if any) required to be made and given by such party in connection with the transactions contemplated by the Merger Agreement. Each party shall further (i) use commercially reasonable efforts to obtain each consent (if any) reasonably required to be obtained (pursuant to any applicable law or contract, or otherwise) by such party in connection with the transactions contemplated by the Merger Agreement or for such contract to remain in full force and effect, (ii) use commercially reasonable efforts to lift any injunction prohibiting, or any other legal bar to, the transactions contemplated by the Merger Agreement and (iii) use commercially reasonable efforts to file or otherwise submit, as soon as practicable after the date of the Merger Agreement, all applications, notices, reports and other documents reasonably required to be filed by such party with or otherwise submitted by such party to any governmental entity with respect to the transactions contemplated hereby, and to submit promptly any additional information requested by any such governmental entity.

Directors and Officers of Longevity Following the Merger

Pursuant to the Merger Agreement, each of the directors and officers of Longevity who will not continue as directors or officers of Longevity following the consummation of the Merger will resign effective as of the Closing. The Merger Agreement provides that, effective as of the Effective Time, the Longevity Board will consist of a total of six directors (or such number of directors as Longevity and Biolabs may mutually agree), three of whom will be designated by Longevity and three of whom will be designated by Biolabs. Per mutual agreement of the parties, Longevity has designated Rajiv Shukla, Scott Frisch, Gilles Spenlehauer and Patrick Sturgeon to serve as members of the Combined Company Board and Biolabs has designated Jonathan, John Compton, Prasanth Reddy and Michael Ross to serve as members of the Combined Company Board, for a total of eight directors to serve on the Combined Company Board.

In addition, upon the Closing, Rajiv Shukla and Bryan Cassaday will continue to serve as the Chairman and Chief Financial Officer, respectively, of the Combined Company, and Jonathan Cohen will be appointed as Chief Executive Officer of the Combined Company.

Indemnification and Insurance for Directors and Officers

Under the Merger Agreement, from the Effective Time through the sixth anniversary of the date on which the Effective Time occurs, Longevity and the surviving corporation in the Merger agreed to indemnify and hold harmless each person who is now, or has been at any time prior to the date of the Merger Agreement, or who becomes prior to the Effective Time, a director or officer of Longevity or Biolabs, respectively, against all claims, losses, liabilities, damages, judgments, fines and reasonable fees, costs and expenses, including attorneys’ fees and disbursements, incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of or pertaining to the fact that the indemnified officer or director is or was a director or officer of Longevity or of Biolabs, whether asserted or claimed prior to, at or after the Effective Time, in each case, to the fullest extent permitted under the DGCL. From and after the Effective Time, Longevity and the surviving corporation in the Merger will also fulfill Longevity’s and Biolabs’ indemnity obligations, respectively, to each person who is, has been, or who becomes prior to the Effective Time, a director or officer of Longevity or Biolabs, respectively.

The Merger Agreement also provides that the provisions of the Longevity Certificate of Incorporation and the Longevity Bylaws with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers of Longevity that are presently set forth in the Longevity Certificate of Incorporation and the Longevity Bylaws will not be amended modified or repealed for a period of six years from the Effective Time in a manner that would adversely affect the rights thereunder of individuals who, at or prior to the Effective Time, were officers or directors of Longevity, unless such modification is required by applicable law. The certificate of incorporation and bylaws of the surviving corporation will contain, and Longevity will cause the certificate of incorporation and bylaws of the surviving corporation to so contain, provisions no less favorable with respect to indemnification, advancement of expenses and exculpation of present and former directors and officers as those presently set forth in the Longevity Certificate of Incorporation and the Longevity Bylaws.

From and after the Effective Time, Longevity will maintain director and officers’ liability insurance policies, with an effective date as of the date of the Closing, on commercially available terms and conditions and with coverage limits customary for U.S. public companies similarly situated to Longevity. In addition, Longevity will secure and purchase a six year “tail policy” on Longevity’s existing directors’ and officers’ liability insurance policy with an effective date as of the date of the Closing.

Additional Agreements

Each of Longevity and Biolabs has agreed to use its reasonable best efforts to cause to be taken all actions necessary to consummate the Merger and the other transactions contemplated by the Merger Agreement. In connection therewith, each party has agreed to:

Pursuant to the Merger Agreement, Longevity and Biolabs have further agreed that:

Concurrent Financing

Prior to or concurrently with the Closing, Longevity shall complete one or more private placements or public offerings of Longevity’s securities to raise minimum gross proceeds of $4 million (including only up to $2 million of debt securities or a loan), on such terms as are mutually agreed to by Longevity and Biolabs (collectively, the “Concurrent Financing”).

CVR Agreement

Prior to the Closing, Longevity and the Stockholder Representative shall negotiate in good faith and execute the Contingent Value Rights Agreement in a form to be mutually agreed upon by Longevity and Biolabs, to govern the terms of the CVRs (the “CVR Agreement”). The CVR Agreement shall provide for, among other things, (a) the right of holders of CVRs to receive their pro rata portion of the Earnout Shares upon satisfaction of the earnout milestones to be mutually agreed to by Longevity and Biolabs on or before May 26, 2025, (b) administration and enforcement rights of the Stockholder Representative, and (c) customary provisions relating to non-transferability, notice, reporting, and dispute resolution. The parties intend to amend the Merger Agreement to include the agreed upon earnout milestones as well as the form of CVR Agreement.

Conditions to the Completion of the Merger

The following contains a description of all material conditions to the completion of the Merger.

Each party’s obligation to complete the Merger is subject to the satisfaction or, to the extent permitted by applicable law, the written waiver by each of the parties, at or prior to the Closing, of various conditions, which include the following:

In addition, the obligation of Longevity and Merger Sub to complete the Merger is further subject to the satisfaction or waiver of the following conditions:

In addition, the obligation of Biolabs to complete the Merger is further subject to the satisfaction or waiver of the following conditions:

Termination and Termination Fee

Termination of the Merger Agreement

The Merger Agreement may be terminated at any time before the Effective Time, whether before or after the required stockholder approvals to complete the Merger have been obtained, as set forth below:

(a) by mutual consent of Longevity and Biolabs;

(b) by either Longevity or Biolabs if the Merger shall not have been consummated by September 30, 2025 (subject to possible extension as provided in Merger Agreement, the “End Date”); provided, however, that this right to terminate the Merger Agreement shall not be available to Biolabs or Longevity if such party’s (or in the case of Longevity, Merger Sub’s) action or failure to act has been a principal cause of the failure of the Merger to occur on or before the End Date and such action or failure to act constitutes a breach of the Merger Agreement, provided, further, however, that, in the event that the SEC has not declared effective under the Securities Act the registration statement on Form S-4, of which this proxy statement/prospectus is a part, by the date which is 60 days prior to the End Date, then either Biolabs or Longevity shall be entitled to extend the End Date for an additional 60 days;

(c) by either Longevity or Biolabs if a court of competent jurisdiction or other governmental entity shall have issued a final and nonappealable order, or shall have taken any other action, having the effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Merger Agreement;

(d) by Longevity if the Biolabs stockholder approval shall not have been obtained within two (2) business days of the registration statement on Form S-4, of which this proxy statement/prospectus is a part, becoming effective in accordance with the provisions of the Securities Act; provided, however, that once the Biolabs stockholder approval has been obtained, Longevity may not terminate the Merger Agreement;

(e) by either Longevity or Biolabs if (i) the Longevity special meeting (including any adjournments and postponements thereof) shall have been held and completed and the Longevity Stockholders shall have taken a final vote on the Longevity Stockholder Proposals and (ii) the Longevity stockholder approval shall not have been obtained at the Longevity special meeting (or any adjournment or postponement thereof); provided, however, that this right to terminate the Merger Agreement shall not be available to Longevity where the failure to obtain the

Longevity stockholder approval shall have been caused by the action or failure to act of Longevity and such action or failure to act constitutes a material breach by Longevity of the Merger Agreement;

(f) by Biolabs (at any time prior to obtaining the Longevity stockholder approval) if any of the following circumstances (each, a “Longevity Triggering Event”) shall have occurred:

(g) by Longevity (at any time prior to obtaining the Biolabs stockholder approval) if any of the following circumstances shall have occurred:

(h) by Biolabs, upon a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement by Longevity or Merger Sub or if any representation or warranty of Longevity or Merger Sub shall have become inaccurate, in either case, such that the conditions set forth in the Merger Agreement would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate; provided that Biolabs is not then in material breach of any representation, warranty, covenant or agreement under the Merger Agreement; provided, further that if such inaccuracy in Longevity’s or Merger Sub’s representations and warranties or breach by Longevity or Merger Sub is curable by Longevity or Merger Sub, then the Merger Agreement shall not be terminated pursuant to this paragraph as a result of such particular breach or inaccuracy until the earlier of (i) the expiration of a 30-day period commencing upon delivery of written notice from Biolabs to Longevity or Merger Sub of such breach or inaccuracy and its intention to terminate pursuant to this paragraph and (ii) Longevity or Merger Sub (as applicable) ceasing to exercise commercially reasonable efforts to cure such breach following delivery of written notice from Biolabs to Longevity or Merger Sub of such breach or inaccuracy and its intention to terminate pursuant to this paragraph (it being understood that the Merger Agreement shall not terminate pursuant to this paragraph as a result of such particular breach or inaccuracy if such breach by Longevity or Merger Sub is cured prior to such termination becoming effective);

(i) by Biolabs if Longevity fails to satisfy the Special Conditions on or before the Due Diligence Contingency Deadline;

(j) by Longevity, upon a breach of any representation, warranty, covenant or agreement set forth in the Merger Agreement by Biolabs or if any representation or warranty of Longevity or Merger Sub shall have become inaccurate, in either case, such that the conditions set forth in the Merger Agreement would not be satisfied as of the time of such breach or as of the time such representation or warranty shall have become inaccurate; provided that Longevity is not then in material breach of any representation, warranty, covenant or agreement under the Merger Agreement; provided, further that if such inaccuracy in Biolabs’ representations and warranties or breach by Biolabs is curable by Biolabs, then the Merger Agreement shall not terminate pursuant to this paragraph as a result of such particular breach or inaccuracy until the earlier of (i) the expiration of a 30-day period commencing upon delivery of written notice from Longevity to Biolabs of such breach or inaccuracy and its intention to terminate pursuant to this paragraph and (ii) Biolabs ceasing to exercise commercially reasonable efforts to cure such breach following delivery of written notice from Longevity to Biolabs of such breach or inaccuracy and its intention to terminate pursuant to this paragraph (it being understood that the Merger Agreement shall not terminate pursuant to this paragraph as a result of such particular breach or inaccuracy if such breach by Biolabs is cured prior to such termination becoming effective); or

(k) by either Biolabs or Longevity if, on or before the Due Diligence Contingency Deadline, such party determines that the Due Diligence Contingency will not be satisfied, including for the failure of the other party to deliver its

disclosure schedules by the Due Diligence Contingency Deadline, and delivers written notice to the other party or parties of termination on this ground on or before the Due Diligence Contingency Deadline;

The party desiring to terminate the Merger Agreement will give the other party written notice of such termination, specifying the provisions hereof pursuant to which such termination is made and the basis for termination described in reasonable detail.

Termination Fee

If the Merger Agreement is terminated by (i) Biolabs either (A) upon the failure of the Closing to occur by the End Date or upon the failure to obtain Longevity stockholder approval at the Longevity special meeting (or any adjournment or postponement thereof) (when in either such case at the time the Merger Agreement is terminated, Biolabs had the right to terminate the Merger Agreement for a Longevity Triggering Event), or (B) for a Longevity Triggering Event or (ii) by Longevity for failure of Biolabs to satisfy the Due Diligence Contingency (unless at the time of such termination a Biolabs Material Adverse Effect (as defined in the Merger Agreement) has occurred and is continuing), Longevity shall pay to Biolabs a termination fee in the amount of $2 million (the “Termination Fee”) within five business days of such termination.

Amendment and Waiver

The Merger Agreement may not be amended except by an instrument in writing signed on behalf of each of Biolabs, Merger Sub and Longevity. Such amendment requires the approval of the respective boards of directors of Biolabs, Merger Sub and Longevity at any time, except that after the Merger Agreement has been adopted and approved by the Biolabs Stockholders or Longevity Stockholders, no amendment which by law requires further approval by the Biolabs Stockholders or Longevity Stockholders, as the case may be, may be made without such further approval.

Each of Biolabs, Merger Sub and Longevity may, by action taken or authorized by their respective boards of directors, to the extent permitted by applicable law, waive compliance with any of the agreements or conditions of the other parties contained in the Merger Agreement; provided, however, that after the Biolabs stockholder approval or the Longevity stockholder approval has been obtained, no waiver may be made that pursuant to applicable law requires further approval or adoption by the stockholders of Biolabs or Longevity, as applicable, without such further approval or adoption. Any agreement on the part of a party to any such waiver shall be valid only if set forth in a written instrument executed and delivered by a duly authorized officer on behalf of such party. No failure or delay of any party in exercising any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such right or power, or any course of conduct, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and remedies of the parties under the Merger Agreement are cumulative and are not exclusive of any rights or remedies which they would otherwise have under the Merger Agreement.

Fees and Expenses

The Merger Agreement provides all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby shall be paid by the party incurring such expenses, except as described above in the section titled “—Termination and Termination Fee” beginning on page 92 of this proxy statement/ prospectus, and except that Biolabs shall pay any fees and expenses incurred in relation to the Nasdaq fees associated with the continued listing of Longevity’s securities on Nasdaq and the initial listing application, and Longevity shall pay any fees and expenses incurred in relation to the printing and filing with the SEC of this proxy statement/prospectus (including any financial statements and exhibits) and any amendments or supplements thereto and paid to a financial printer or the SEC.

BIOLABS EXECUTIVE COMPENSATION

This discussion may contain forward-looking statements that are based on the Combined Company’s current plans, considerations, expectations, and determinations regarding future compensation programs. Actual compensation programs that the Combined Company may adopt following the completion of the Merger may differ materially from historical and the currently planned programs summarized in this discussion. All share counts in this section are shown on a pre-Merger basis.

Following completion of the Merger, certain executive officers of Biolabs will become executive officers of the Combined Company. This section sets forth historical compensation for Biolabs’ named executive officers listed in the table below, each of whom is expected to become an executive officer of the Combined Company, except for Anne Shiflett.

Summary Compensation Table - Years Ended December 31, 2024 and 2023

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named persons for services rendered in all capacities during the noted periods.

Employment Agreements

On May 6, 2019, Biolabs entered into an employment agreement with Jonathan Cohen, its founder, Chief Executive Officer and President, with an initial term commencing as of January 1, 2019 and ending on December 31, 2019, which automatically renews for additional one (1) year periods unless either party provides written notice at least sixty (60) days prior to the expiration of the initial term or any renewal period. Pursuant to the employment agreement, Mr. Cohen is entitled to an annual base salary of $250,000. Mr. Cohen will also be entitled to a cash bonus for 2019 of up to 30% of the base salary at the discretion of the compensation committee and based on certain criteria set forth in the employment agreement, which shall be paid within 60 days after year end. Following sharp increases in revenues resulting from COVID-19 testing, the cash bonus cap was increased to 60% and 80% of base salary for 2021 and 2022. Mr. Cohen is also permitted during the term, if and to the extent eligible, to participate in all employee benefit plans, policies and practices maintained by or on behalf of Biolabs commensurate with Mr. Cohen’s position. Either party may terminate the employment agreement at any time without cause (as defined in the employment agreement) upon sixty (60) days’ written notice. In addition, Biolabs may terminate the employment agreement immediately for cause. If Biolabs terminates the employment agreement without cause, all compensation payable to Mr. Cohen under the employment agreement shall cease as of the date of termination, and Biolabs shall pay to Mr. Cohen the following sums: (i) the base salary on the termination date for twelve (12) months (the applicable period being referred to as the severance period), payable in equal installments in accordance with normal payroll procedures beginning with the termination date; (ii) benefits under group health and life insurance plans in which Mr. Cohen participated prior to termination through the severance period; (iii) all previously earned, accrued, and unpaid benefits from Biolabs and its benefit plans, including any such benefits under its pension, disability, and life insurance plans, policies, and programs; and (iv) bonus, if any, at the discretion of the compensation committee; provided that if, prior to the date on which the foregoing obligations cease, Mr. Cohen violates certain covenants set forth in the employment agreement, then Biolabs shall have no obligation to make any of the payments that remain payable by it under clauses (i), (ii) and (iv) above on or after the date of

such violation. The payment of severance may be conditioned by Biolabs on the delivery by Mr. Cohen of a release of any and all claims that he may have against it. In addition, if the employment agreement is terminated by Biolabs for cause, then Mr. Cohen is only entitled to receive the amounts specified in clause (iii), and if the employment agreement is terminated by Mr. Cohen or due to his death or disability, then Mr. Cohen (or his estate or representative as applicable) shall receive only the amounts specified in clauses (iii) and (iv). In the event that the term expires and is not renewed by Biolabs, then Mr. Cohen shall receive the amounts specified in clauses (i), (ii), (iii) and (iv), provided however, that this shall not apply if Biolabs enters into a new employment agreement with Mr. Cohen. Finally, in the event that the employment agreement is terminated by Biolabs within one year following a change of control (as defined in the employment agreement), then Mr. Cohen shall receive, in addition to the amount of any accrued and unpaid salary then due Mr. Cohen, the amounts specified in clauses (i), (ii), (iii) and (iv). Mr. Cohen’s employment agreement contains restrictive covenants prohibiting him from owning or operating a business that competes with Biolabs or soliciting its customers or employees for one year following the termination of his employment.

Commencing as of April 1, 2023, Biolabs agreed to pay Jiming Zhou, its Chief Operating Officer, an annual salary of $220,000 and he is also eligible for (i) a bonus equal to 4% of Biolabs’ gross profit and (ii) a bonus equal to 20% of Biolabs’ revenues derived from China and Taiwan, each as determined by Biolabs’ independent registered public accounting firm in accordance with GAAP. He is also eligible for discretionary bonuses, as determined by the Biolabs Board, for all investments or business endeavors in China and Taiwan, for all new products launched in 2023 and based on efficiency, execution, speed, and regulatory compliance of all clinical laboratory operations. Mr. Zhou is also permitted, if and to the extent eligible, to participate in all employee benefit plans, policies and practices maintained by or on behalf of Biolabs commensurate with his position.

Commencing as of April 1, 2023, Biolabs agreed to pay Anne Shiflett, its Acting Chief Financial Officer, an annual salary of $150,000 and she is also eligible for a bonus tied to financial raises prorated based on amount raised and for discretionary bonuses, as determined by the Biolabs Board. Ms. Shiflett is also permitted, if and to the extent eligible, to participate in all employee benefit plans, policies, and practices maintained by or on behalf of Biolabs commensurate with her position. On August 1, 2024, an amendment to Ms. Shiflett’s role was put in place that reduced her 30 hours per week to 10 hours per week with a payment cap not to exceed $6,000 per month.

Retirement Benefits

Biolabs has not maintained, and does not currently maintain, a defined benefit pension plan or nonqualified deferred compensation plan. Biolabs currently makes available a retirement plan intended to provide benefits under Section 401(k) of the Code, pursuant to which employees, including the executive officers named above, can make voluntary pre-tax contributions. Biolabs matches 3.5% of the first 6% of employee contributions.

Potential Payments Upon Termination or Change in Control

As described under “—Employment Agreements” above, Mr. Cohen is entitled to severance under certain circumstances described above.

Outstanding Equity Awards at Fiscal Year-End

The following table includes certain information with respect to the value of all unexercised options and unvested shares of restricted stock previously awarded to the executive officers named above at the fiscal year ended December 31, 2024.

Stock Incentive Plan

On January 26, 2022, the Biolabs Board adopted its 2022 Stock Incentive Plan (the “Plan”), which was approved by stockholders on June 15, 2022. Awards that may be granted include incentive stock options as described in section 422(b) of the Code, non-qualified stock options (i.e., options that are not incentive stock options) and awards of restricted stock. These awards offer employees, consultants, advisors and outside directors the possibility of future value, depending on the long-term price appreciation of Biolabs’ common stock and the award holder’s continuing service with Biolabs or one or more of its subsidiaries.

All of the permissible types of awards under the Plan are described in more detail as follows:

Purposes of Plan: The purpose of the Plan is to offer selected employees, consultants, advisors and outside directors the opportunity to acquire equity in Biolabs.

Administration of the Plan: Administration of the Plan is entrusted to the compensation committee of the board of directors. Among other things, the committee has the authority to select persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, restrictions and other provisions of awards.

Eligible Recipients: Persons eligible to receive awards under the Plan will be those employees, consultants, advisors and outside directors of Biolabs and its subsidiaries who are selected by the compensation committee.

Shares Available Under the Plan: The maximum number of shares of common stock that may be delivered to participants under the Plan is 3,000,000, subject to adjustment for certain corporate changes affecting the shares, such as stock splits. Shares subject to an award under the Plan for which the award is canceled, forfeited or expires again become available for grants under the Plan. Shares subject to an award that is settled in cash will not again be made available for grants under the Plan.

Stock Options:

General. Subject to the provisions of the Plan, the compensation committee has the authority to determine all grants of stock options. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the compensation committee may determine.

Option Price. The exercise price for stock options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the date of grant, as determined in good faith by the compensation committee. As a matter of tax law, the exercise price for any incentive stock option awarded may not be less than the fair market value of the shares on the date of grant. However, incentive stock option grants to any person owning more than 10% of Biolabs’ voting stock must have an exercise price of not less than 110% of the fair market value on the grant date.

Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the compensation committee at the time of the grant. The option must be exercised by notice to Biolabs, accompanied by payment of the exercise price. Payments may be made in cash or, at the option of the compensation committee, by actual or constructive delivery of shares of common stock to the holder of the option based upon the fair market value of the shares on the date of exercise.

Expiration or Termination. Options, if not previously exercised, will expire on the expiration date established by the compensation committee at the time of grant; provided that such term cannot exceed ten years and that such term of an incentive stock option granted to a holder of more than 10% of Biolabs’ voting stock cannot exceed five years. Options will terminate before their expiration date if the holder’s service with Biolabs terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations of service, including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised to be established by the compensation committee and reflected in the grant evidencing the award.

Stock Awards: Stock awards can also be granted under the Plan. A stock award is a grant of shares of common stock. These awards will be subject to such conditions, restrictions and contingencies as the compensation committee shall determine at the date of grant. Those may include requirements for continuous service and/or the achievement of specified performance goals.

Other Material Provisions: Awards will be evidenced by a written agreement, in such form as may be approved by the compensation committee. In the event of various changes to the capitalization of Biolabs, such as stock splits, stock dividends and similar re-capitalizations, an appropriate adjustment will be made by the compensation committee to the number of shares covered by outstanding awards or to the exercise price of such awards. The compensation committee is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control of Biolabs, including acceleration of vesting. Except as otherwise determined by the compensation committee at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, Biolabs is permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. The board also has the authority, at any time, to discontinue the granting of awards. The board also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment will, without the approval of stockholders, increase the number of shares available under the Plan or change the persons eligible for awards under the Plan. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the holder of such award.

Except as set forth above, Biolabs does not have any ongoing plan or arrangement for the compensation of directors and executive officers.

BIOLABS DIRECTOR COMPENSATION

Director Compensation

The table below sets forth the compensation paid to Biolabs’ independent directors during the fiscal year ended December 31, 2024.

Effective as of January 1, 2022, Biolabs’ independent directors, except for Wei Lu, who represents an investor, are paid a cash fee of $15,000 per year, payable quarterly, with the chairman receiving an additional $5,000 per year and the committee chairs receiving an additional $2,500 per year.

On July 1, 2024, each independent director listed above was granted an option for the purchase of 30,000 shares of common stock at an exercise price of $2.55 per share. Fifty percent (50%) of the shares underlying the options vested on the grant date and the remaining shares vested monthly until December 31, 2024.

MATTERS BEING SUBMITTED TO A VOTE OF LONGEVITY STOCKHOLDERS

PROPOSAL NO. 1—THE NASDAQ STOCK ISSUANCE PROPOSAL

General

At the special meeting, Longevity Stockholders will be asked to approve (i) the issuance of shares of Longevity Common Stock to the Biolabs Stockholders pursuant to the Merger Agreement and Nasdaq Listing Rule 5635(a), which shares of Longevity Common Stock will represent more than 20% of the shares of Longevity Common Stock outstanding immediately prior to the Merger and (ii) the change of control of Longevity resulting from the Merger pursuant to Nasdaq Listing Rule 5635(b).

Immediately following the Merger, without giving effect to any Concurrent Financing, it is expected that the former Biolabs Stockholders will own approximately 49.9% of the outstanding shares of Longevity Common Stock on a fully diluted basis, and the existing Longevity Stockholders as of immediately prior to the Merger will own approximately 50.1% of the outstanding shares of Longevity Common Stock on a fully diluted basis, in each case, before the issuance of any Earnout Shares.

The terms of, reasons for, and other aspects of the Merger Agreement, the Merger, and the issuance of Longevity Common Stock in the Merger are described in detail in the other sections in this proxy statement/prospectus. A copy of the Merger Agreement is attached as Annex A to this proxy statement/prospectus.

Reason for the Proposal

Under Nasdaq Listing Rule 5635(a), a company listed on Nasdaq is required to obtain stockholder approval prior to the issuance of common stock, among other things, in connection with the acquisition of another company’s stock, if pursuant to Nasdaq Listing Rule 5635(a)(1)(B), the number of shares of common stock to be issued is in excess of 20% of the number of shares of common stock then outstanding. The potential issuance of the shares of Longevity Common Stock in the Merger exceeds the 20% under the Nasdaq Listing Rules and is expected to represent approximately 49.9% of the outstanding shares of the Longevity Common Stock immediately following the Merger and, taken together with the issuance in full of the Earnout Shares, is expected to represent approximately 45.9% of the outstanding shares of the Longevity Common Stock immediately following the Merger. Accordingly, in order to ensure compliance with Nasdaq Listing Rule 5635(a)(1)(B), Longevity must obtain the approval of Longevity Stockholders for the issuance of these shares of Longevity Common Stock in the Merger.

Under Nasdaq Listing Rule 5635(b), a company listed on Nasdaq is required to obtain stockholder approval prior to an issuance of stock that will result in a “change of control” of the listed company. It is expected that Nasdaq will determine that the Merger constitutes a “change of control” of Longevity. Accordingly, in order to ensure compliance with Nasdaq Listing Rule 5635(b), Longevity must obtain the approval of Longevity Stockholders of the change of control resulting from the Merger.

Required Vote

The affirmative vote of a majority of the votes cast at the special meeting by the Longevity Stockholders entitled to vote thereon, assuming a quorum is present, is required to approve the Nasdaq Issuance Proposal. Abstentions and broker non-votes, if any, will have no effect on the Nasdaq Issuance Proposal.

The Merger is conditioned upon the approval of the Nasdaq Issuance Proposal (or the waiver thereof in accordance with the terms of the Merger Agreement). Notwithstanding the approval of the Nasdaq Issuance Proposal, if the Merger is not consummated for any reason, the actions contemplated by the Nasdaq Issuance Proposal will not be effected.

Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards “FOR” the approval of the Nasdaq Issuance Proposal.

THE LONGEVITY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE NASDAQ ISSUANCE PROPOSAL.

PROPOSAL NO. 2—ELECTION OF DIRECTORS

General

The Longevity Board currently consists of six members. In accordance with the terms of the Longevity Certificate of Incorporation and Longevity Bylaws, the Longevity Board is divided into three classes, Class I, Class II and Class III, with members of each class serving staggered three-year terms. The members of the classes are divided as follows:

Upon the expiration of the term of a class of directors, directors in that class will be eligible to be elected for a new three-year term at the Longevity annual meeting in the year in which their term expires.

The Longevity Certificate of Incorporation and Longevity Bylaws provide that the authorized number of directors may be changed only by resolution of the Longevity Board. The Longevity Certificate of Incorporation also provides that its directors may be removed only for cause by the affirmative vote of the holders of at least sixty-six and two -thirds percent (66 2/3%) of the voting power of the then outstanding shares of Longevity capital stock entitled to vote generally in the election of directors, voting together as a single class., and that any vacancy on the Longevity Board, including a vacancy resulting from an increase in the size of the Longevity Board, may be filled only by vote of a majority of Longevity’s directors then in office.

The Longevity Board, upon the recommendation of the nominating and corporate governance committee of the Longevity Board, has nominated Scott Frisch, Kathryn Gregory and Gilles Spenlehauer for re-election as Class II directors of Longevity until the 2028 annual meeting of stockholders and until the election and qualification of his or her successor in office, subject to his or her earlier death, resignation or removal.

The Longevity Stockholders should understand, however, that if the Merger is consummated, the effect of the approval of the director nominees named in this Proposal No. 2 will be limited because the composition of the Longevity Board will be reconstituted upon completion of the Merger in accordance with the Merger Agreement. Immediately following the Merger, the Combined Company Board will be fixed at six members, consisting of three members designated by Longevity and three members designated by Biolabs. All of Longevity’s current directors, other than Rajiv Shukla, Scott Frisch, Gilles Spenlehauer and Patrick Sturgeon, are expected to resign from their positions as directors of Longevity, effective as of the Effective Time.

For more information on Longevity’s current directors and director nominees, please see the section titled “Longevity Directors, Officers and Corporate Governance” beginning on page 69 of this proxy statement/prospectus and Part III, Item 10, “Directors, Executive Officers and Corporate Governance” in Longevity’s 2024 Annual Report.

Required Vote

Longevity’s directors will be elected by a plurality of the votes properly cast by the stockholders present in person or represented by proxy at the special meeting and entitled to vote thereon. Unless you give contrary instructions, shares represented by proxies solicited by the Longevity Board will be voted FOR the election of each of Scott Frisch, Kathryn Gregory and Gilles Spenlehauer as a Class II director. We have no reason to believe that Messrs. Frisch or Spenlehauer or Ms. Gregory will be unable or unwilling to serve as a director, if elected. In the event that any of the nominees is unexpectedly not available to serve, proxies may be voted for another person nominated as a substitute by the Longevity Board. Your proxy cannot be voted for a greater number of persons than the number of director nominees named in this proxy statement/prospectus.

THE LONGEVITY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION THE DIRECTOR NOMINEES FOR CLASS II DIRECTORS:

SCOTT FRISCH, KATHRYN GREGORY AND GILLES SPENLEHAUER

PROPOSAL NO. 3—RATIFICATION OF THE SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Longevity’s Stockholders are being asked by the audit committee of Longevity Board’s (the “Longevity Audit Committee”) to ratify appointment of Adeptus as Longevity’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Adeptus has served as Longevity’s independent registered public accounting firm since 2022. A representative of Adeptus is expected to virtually attend the special meeting with the opportunity to make a statement if he or she desires and to respond to appropriate questions.

Longevity’s organizational documents do not require that Longevity’s Stockholders ratify the selection of Adeptus as Longevity’s independent registered public accounting firm. Longevity requests such ratification as a matter of good corporate practice.

The selection of Adeptus as Longevity’s independent registered public accounting firm will be ratified if the votes cast FOR this proposal exceed the votes cast AGAINST this proposal. Brokers, bankers, and other nominees have discretionary voting power on this routine matter. Abstentions will have no effect on the outcome of this proposal. Because this proposal is considered “routine” by the applicable stock exchange rules, if you hold your shares in street name, your broker will have discretionary authority to vote your shares with respect to this proposal, and thus, Longevity does not expect any broker non-votes with respect to this proposal. If the Longevity Stockholders do not ratify the selection, the Longevity Audit Committee will reconsider whether to retain Adeptus but still may retain this firm. Even if the selection is ratified, the Longevity Audit Committee, in its discretion, may change the appointment at any time during the year if it determines that such a change would be in the best interests of Longevity and the Longevity Stockholders.

Independent Registered Public Accounting Firm Fees

The following is a summary and description of fees incurred by Adeptus for the fiscal years ended December 31, 2024 and 2023.

(1) Consists of fees for services related to the audit of Longevity’s consolidated financial statements, quarterly reviews of Longevity’s unaudited interim consolidated financial statements, and consultation on significant accounting matters.

Pre-Approval Policies and Procedures

The Longevity Audit Committee charter provides that the Longevity Audit Committee will pre-approve all auditing services and permitted non-audit services (including the fees and terms thereof) to be performed for Longevity by its independent registered public accounting firm, as required by the applicable rules promulgated pursuant to the Exchange Act, subject to exceptions described in the Exchange Act, which are approved by the Longevity Audit Committee before the completion of the audit. The Longevity Audit Committee may delegate authority to one or more members of the Longevity Audit Committee, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such chair of the Longevity Audit Committee to grant pre-approvals are presented to the full Longevity Audit Committee at its next scheduled meeting.

Audit Committee Report

The information contained in this report shall not be deemed to be “soliciting material” or “filed” or incorporated by reference in future filings with the SEC, or subject to the liabilities of Section 18 of the Exchange Act, except to the extent that Longevity specifically incorporates it by reference into a document filed under the Securities Act, or the Exchange Act.

In accordance with its written charter, the Longevity Audit Committee assists the Longevity Board by overseeing:

The members of the Longevity Audit Committee meet the applicable independence and experience requirements of the SEC and Nasdaq. During fiscal year 2024, the Longevity Audit Committee met three times.

The Longevity Audit Committee reviewed and discussed the audited financial statements of Longevity as of and for the year ended December 31, 2024 with management and Adeptus, Longevity’s independent registered public accounting firm. Management is responsible for the preparation of Longevity’s financial statements and the financial reporting process, including its system of internal control over financial reporting and its disclosure controls and procedures, and Adeptus is responsible for conducting an audit of such financial statements. The Longevity Audit Committee’s responsibility is to monitor and oversee these processes.

The Longevity Audit Committee has received from Adeptus the written disclosures and the letter required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Longevity Audit Committee concerning independence, has discussed the independence of the independent registered public accounting firm with Adeptus and has satisfied itself as to Adeptus’ independence.

The Longevity Audit Committee reviewed with Adeptus its audit plans, audit scope and identification of audit risks. The Longevity Audit Committee also discussed with management and Adeptus the quality and adequacy of Longevity’s system of internal control over financial reporting and its disclosure controls and procedures.

The Longevity Audit Committee discussed and reviewed with Adeptus all communications required by SEC regulations and by the standards of the Public Company Accounting Oversight Board and, with and without management present, discussed and reviewed the results of Adeptus’ examination of the financial statements. The Longevity Audit Committee discussed, reviewed and monitored Longevity’s plans and activities related to compliance with Section 404 of the Sarbanes-Oxley Act of 2002 on a regular basis.

Based on the above-mentioned reviews and discussions with management and Adeptus, the Longevity Audit Committee recommended to the Longevity Board that Longevity’s audited financial statements as of and for the year ended December 31, 2024 be included in its 2024 Annual Report that was filed with the SEC on March 31, 2025.

Respectfully submitted by the Longevity Audit Committee,

Scott Frisch, Chair

Patrick Sturgeon

Richard Upton

Required Vote

The affirmative vote of a majority of the votes cast at the special meeting by the Longevity Stockholders entitled to vote thereon, assuming a quorum is present, is required to approve the Auditor Ratification Proposal. Abstentions, if any, will have no effect on the Auditor Ratification Proposal.

Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards “FOR” the approval of the Auditor Ratification Proposal.

THE LONGEVITY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE AUDITOR RATIFICATION PROPOSAL.

PROPOSAL NO. 4—THE ADJOURNMENT PROPOSAL

General

If Longevity fails to receive a sufficient number of votes to approve the Nasdaq Issuance Proposal, Longevity may propose to adjourn the special meeting for the purpose of soliciting additional proxies to approve the Nasdaq Issuance Proposal. Longevity currently does not intend to propose adjournment at the special meeting if there are sufficient votes to approve the Nasdaq Issuance Proposal.

If a quorum is not present at the special meeting, under the Longevity Bylaws, the Longevity Stockholders present in person or by proxy will have the power to adjourn the meeting.

Required Vote

The affirmative vote of a majority of the votes cast at the special meeting by the Longevity Stockholders entitled to vote thereon, assuming a quorum is present, is required to approve the Adjournment Proposal. Abstentions and broker non-votes, if any, will have no effect on the Adjournment Proposal.

Unless otherwise instructed, it is the intention of the persons named in the accompanying proxy card to vote shares represented by properly executed proxy cards “FOR” the approval of the Adjournment Proposal

THE LONGEVITY BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ADJOURNMENT PROPOSAL, IF NECESSARY.

LONGEVITY’S BUSINESS

Longevity is focused on longevity and healthy aging, encompassing the latest scientific advances in regenerative bio-aesthetics. Longevity’s products are aimed at helping people look and feel their best at any age. Longevity currently has two cosmetic product lines, Carmell SecretomeTM and Elevai ExosomesTM, that support skin and hair health. All of Longevity’s cosmetic skincare and haircare products are tailored to meet the demanding technical requirements of professional care providers and discerning retail consumers. Longevity’s product pipeline also includes innovative regenerative bone and tissue healing products on which Longevity has paused further research and development.

Legacy Carmell was incorporated under the laws of the State of Delaware on November 5, 2008. Upon the closing of the Business Combination on July 14, 2023, Legacy Carmell became a wholly owned subsidiary of Alpha, and Alpha subsequently changed its “Carmell Corporation” on August 1, 2023. Longevity filed an amendment to its Third Amended and Restated Certificate of Incorporation, as amended, with the Delaware Secretary of State on March 6, 2025, to change its name from “Carmell Corporation” to “Longevity Health Holdings, Inc.”

On March 24, 2025, at the Special Meeting, the Longevity Stockholders approved a reverse stock split of the Longevity 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 Longevity Board. Following the Special Meeting, on April 24, 2025, the Longevity Board approved the Reverse Stock Split at a ratio of 1-for-30. The Reverse Stock Split is expected to become effective on May 12, 2025 at 9:00 a.m., Eastern Time, with the Longevity Common Stock to begin trading on a split-adjusted basis at market open on May 14, 2025 under the existing symbol “XAGE” and new CUSIP number 142922 129. In connection with the Reverse Stock Split, every thirty shares of the Longevity Common Stock issued and outstanding as of the effective time of the Reverse Stock Split will be automatically converted into one share of Longevity Common Stock. No fractional shares of Longevity Common Stock will be issued in connection with the Reverse Stock Split. If as a result of the Reverse Stock Split, a stockholder of record would otherwise hold a fractional share, the fractional share resulting from the Reverse Stock Split will be rounded up to the nearest whole share. Proportional adjustments will be made to the number of shares of Longevity Common Stock issuable upon exercise of Longevity’s outstanding stock options and warrants, as well as the applicable exercise prices, and to the number of shares issuable under Longevity’s equity incentive plan and other existing agreements.

Longevity’s principal corporate office is located at 2403 Sidney Street, Suite 300, Pittsburgh, PA 15293, and its telephone number is (412) 894-8248. Longevity’s website is www.healthxage.com. The information contained in or accessible from Longevity’s website is not incorporated by reference in this proxy statement/prospectus or in any other filings it makes with the SEC. Longevity has included its website address in this proxy statement/prospectus solely as an inactive textual reference.

Additional information about Longevity is included in the documents incorporated by reference into this prospectus. See the section entitled “Where You Can Find More Information” beginning on page 179 of this proxy statement/prospectus.

BIOLABS’ BUSINESS

Overview

Biolabs develops and commercialize AI-powered, laboratory-based blood tests for the early detection and prevention of cancers and chronic diseases.

Biolabs offers two families of lab tests, both under its OneTest brand: (i) OneTest for Cancer, a MCED blood test which has been its primary commercial focus and source of revenues since it wound down its COVID-19 testing business, and (ii) OneTest for Longevity, which measures inflammatory biomarkers, that it expects to launch in the first half of 2025. Both tests are run in Biolabs’ CAP accredited, CLIA licensed laboratory in Gaithersburg, MD. That laboratory also hosts its CLIAx, which Biolabs believes is the country’s first shared CLIA laboratory for overseas diagnostics start-ups seeking to launch novel lab tests in the U.S. without the expense of establishing and operating their own, independent lab.

As noted above, during the COVID-19 pandemic, Biolabs also provided COVID-19 viral testing using PCR analytical equipment in its clinical laboratory. Biolabs’ legacy business also includes a pioneering field test kit for screening suspicious powders for bioterror agents known as BioCheck.

As of the date of this proxy statement/prospectus, Biolabs generates revenue from three sources: OneTest for Cancer (primarily as a lab test in the U.S. but Biolabs also licenses its algorithms to overseas labs), BioCheck and from the CLIAx. For the years ended December 31, 2024 and 2023, sales of OneTest for Cancer accounted for approximately 85% and 65% of

Biolabs’ revenues, respectively, sales of BioCheck accounted for approximately 10% and 13% of Biolabs’ revenues, respectively, the CLIAx accounted for approximately 5% and 4% of Biolabs’ revenues, respectively, and COVID-19 testing accounted for approximately 0% and 18% of Biolabs’ revenues, respectively.

Products

OneTest for Cancer

The Problem

Of the ten deadliest cancers in the U.S., only three — breast, colon, and prostate — have widely adopted screening modalities. This is despite growing evidence that early detection saves or extends lives for cancers of the lung, liver, pancreas, esophagus, and ovaries, which are not yet the subject of widespread asymptomatic screening. The survival rate for the deadliest cancers is closely linked to the stage at the time of diagnosis. With lung cancer, for example, some studies show a five-year survival rate approaching 90% for screen-detected Stage 1 cancers (see Henschke, et al. “Survival of patient with Stage 1 Lung Cancer Detected on CT Screening,” N. Engl. J. Med. 355 (2006)). That survival plummets to under 5% for cancers first diagnosed in Stage 4.

To address this void, a few MCEDs have entered the market in recent years and are generating significant enthusiasm among many medical practitioners, policymakers, employers, and consumers. MCEDs gained significant attention in 2022 as the White House included MCEDs as a core component of its “Cancer Moonshot” program and bi-partisan legislation has been introduced in Congress to make it easier for these types of screening tests to achieve reimbursement by government payers. See H.R.842 — Nancy Gardner Sewell Medicare Multi-Cancer Early Detection Screening Coverage Act reintroduced in the current 119th Congress (February 2025). The same bill was cosponsored by 319 House Members and over 60 Senators in the 118th Congress which ended December 2024.

Additionally, on February 26, 2025, the “Firefighter Investments to Recognize Exposure to Cancer Act of 2025” was reintroduced as H.R. 1610. If enacted, the legislation would allocate $700 million in grants to American firefighters to receive MCED tests through FEMA. FEMA and several states, including Maryland, New Hampshire, Louisiana, Vermont, and New Jersey, already reimburse their firefighters for obtaining MCEDs, including OneTest (firefighters have proven higher incidence and death rates for several cancers and are a major segment of Biolabs’ customer base). Biolabs expects many more states to appropriate funding to reimburse their fire departments for MCED tests like OneTest in 2025 and 2026.

This focus on MCEDs has been further bolstered by the activities of high-profile companies offering or developing ctDNA based tests, such as Grail’s Galleri test, following technological advances in next-generation DNA sequencing and machine learning techniques. While ctDNA-based tests are newer and are seeing growing use by scientists, clinicians, and self-insured employers, they are significantly more expensive, are lacking in the level and number of analytical and clinical validation studies to support them and generally have not performed any better than protein-based technologies in terms of sensitivities for early-stage cancers in asymptomatic populations. Additionally, ctDNA tests require larger quantities of blood that require venipuncture whereas proteomic-based MCEDs work well with smaller volumes of capillary blood that can be easily collected in retail locations or at home without a phlebotomist.

Biolabs’ Solution

To address this market, Biolabs is offering what it believes to be the first MCED blood tests to enter the American market based mainly on a panel of PTMs (a/k/a tumor antigens). PTMs have been extensively validated and are widely utilized in certain regions of the world for cancer screening (the Premium version of OneTest also includes inflammatory and metabolic biomarkers). Biolabs’ patented approach improves upon the use of these biomarkers with various algorithms and is powered by AI. Biolabs believes that its test is the first and only MCED on the market in the U.S. that (i) is available at a starting price of under $200, (ii) can be accessed at home without painful needles, and (iii) has been demonstrated in studies conducted in 2024 by the NCI to correctly identify significant numbers of otherwise deadly cancers at early stages. These cancers include those of the lung, pancreas, and ovaries, which, when detected at an earlier stage, give the best chance of survival.

The OneTest algorithm combines the levels of protein biomarkers such as CEA, AFP, PSA, and others, with patient information (e.g., age, gender, smoking history, etc.). Biolabs reports the values of the biomarkers along with a proprietary score indicating the likelihood of being diagnosed with cancer within a year of the test date (a sample lab report for OneTest Standard is shown below).

OneTest Premium, introduced in late 2023, also includes inflammatory and metabolic biomarkers, which are essentially probing the effected individual’s immune and metabolic response to the cancer. Exclusively licensed from BioInfra of Korea, OneTest Premium calculates the likelihood of eight specific tumor types rather than a pan-cancer likelihood score as is presented with OneTest Standard.

Since all the biomarkers tested in Standard are included in Premium, consumers of Premium, which comprise more than two-thirds of all OneTest customers, also get the Standard Report page.

Biolabs has positioned OneTest as a “top of funnel” first screening test due to its relatively low cost, higher sensitivity for earlier stage cancers, and ease of access due to the small amount of blood required. Those with abnormal OneTest results should receive follow-up, which in many cases may be limited to repeat testing to establish biomarker baselines and assess changes in biomarker values over time. Significantly high values or concerning changes in these values can subsequently, under the auspices of a healthcare provider, be followed up by imaging and ctDNA based MCEDs, which can better pinpoint location and type of possible malignancies. By way of example, suspicious results on a “top of funnel” first screening test might be used to indicate a second screening test which could be a molecular (ctDNA sequencing) or imaging modality which in turn might lead to biopsy as the definitive diagnostic. This approach very much differentiates OneTest from competing tests, including other MCED tests, whether based on ctDNA, protein biomarkers or other modalities. Most of these other screening tests are placed further down in the funnel and lead directly to more expensive and more invasive definitive diagnostic tests. As such, these competing modalities focus more on achieving the highest levels of specificity in order to reduce the number of false positive results that could lead directly to an expensive and invasive test. Because OneTest is positioned at the “top of the funnel,” meaning that immediate follow-up tests are less expensive and generally not invasive (beyond a second blood draw), the performance characteristics of OneTest are more focused on sensitivity, the detection of true positives, while accepting a lower specificity, as false positives will be removed further down the funnel.

Key Competitive Advantages

Biolabs’ patented MCED approach, based on PTMs versus ctDNA, provides the following advantages (Biolabs refers to these advantages as its Straight A’s): Affordability, Accuracy, Accessibility, Acceleration Over Time, AI Powered Algorithms from Large Data Sets, Assists Immaging, and Advisory Expertise.

Affordability. Since the instruments and reagents Biolabs utilizes in its lab are widely used around the world and adapted for automated analyzers, the costs to run these tests are quite low compared to DNA sequencing. Since its labor and reagent costs are lower, Biolabs can pass these savings on to the customer. In most cases, follow-up testing of high biomarkers is covered by insurance if prescribed by the customer’s own healthcare provider and can be run by other labs in-network with the customer’s health insurance plan. OneTest Standard is priced at under $200 versus $950 for Grail’s Galleri, the only other MCED being widely marketed in the U.S. at this time.

Accuracy. Evidence suggests that tumor antigens are more readily detectable in the blood at earlier stages than ctDNA. PTMs are produced in large quantities by living cancer cells as a part of their normal biological function. These proteins are subsequently released into the surrounding tissue and blood. On the other hand, ctDNA is derived from dying tumor cells at single copy number per cell and one would expect minimal cell death in early-stage cancers which consist of relatively few cells as the tumor is still quite small. While DNA detection methods are very sensitive, given the very low amount of ctDNA released into blood, a very large blood sample would need to be collected to expect the sample to actually contain the ctDNA. Indeed, clinical studies have demonstrated that the sensitivity of ctDNA-based MCEDs for early-stage cancers is less than 20% (see (i) Pons-Belda OD, Fernandez-Uriarte A, Diamandis EP. “Can Circulating Tumor DNA Support a Successful Screening Test for Early Cancer Detection? The Grail Paradigm.” Diagnostics (Basel). 2021 Nov 23;11(12):2171. doi: 10.3390/diagnostics11122171. PMID: 34943407; PMCID: PMC8700281; (ii) Pons-Belda OD, Fernandez-Uriarte A, Diamandis EP. “Multi Cancer Early Detection by Using Circulating Tumor DNA-The Galleri Test.” Reply to Klein et al. The Promise of Multicancer Early Detection. Comment on ‘Pons-Belda et al. Can Circulating Tumor DNA Support a Successful Screening Test for Early Cancer Detection? The Grail Paradigm. Diagnostics 2021, 11, 2171’. Diagnostics (Basel). 2022 May 17;12(5):1244. doi: 10.3390/diagnostics12051244. PMID: 35626399; PMCID: PMC9141547; and (iii) Bittla P, Kaur S, Sojitra V, Zahra A, Hutchinson J, Folawemi O, Khan S. “Exploring Circulating Tumor DNA (CtDNA) and Its Role in Early Detection of Cancer: A Systematic Review.” Cureus. 2023 Sep 22;15(9):e45784. doi: 10.7759/cureus.45784. PMID: 37745752; PMCID: PMC10516512).

BioInfra, the developer of OneTest Premium, published the following for their related test offered in Korea, iFINDER, which is only slightly different from the test Biolabs offers. This data was using case-control (retrospective) cohorts. Resulting data from these training/validation cohorts are reported in the table below: