Longevity Health Issues $416K Secured Convertible Note to Puritan Partners with 4.99% Blocker and Confession of Judgment

summarizeSummary

Longevity Health Holdings issued a $416,667 senior secured convertible note to Puritan Partners with a $0.50 fixed conversion price and an 80% alternative conversion price, secured by all assets and backed by a confession of judgment. The deal also triggers anti-dilution adjustments on existing warrants.

check_boxKey Events · Financing and Capital Events · XAGEW

• Secured Convertible Note Issued

  Company issued a 10% Senior Secured Convertible Note due February 29, 2028, in principal amount of $416,667 (10% OID, $375,000 purchase price) to Puritan Partners LLC, an existing investor.

• Deeply Discounted Conversion Terms

  Note converts at a fixed $0.50 per share, but if the stock trades below that, the holder may convert at 80% of the 5-day average closing price. At the current $0.0053 price, the alternative conversion price would be approximately $0.0042, implying roughly 99 million shares issuable — far above the 2.69 million shares estimated in the filing.

• First-Priority Lien on All Assets

  Obligations are secured by a first-priority security interest in substantially all assets of the Company and its subsidiaries, including intellectual property, pursuant to amended and restated security agreements.

• Confession of Judgment Granted

  Company and subsidiary guarantors executed an Affidavit of Confession of Judgment in favor of Puritan, allowing judgment to be entered without further notice or hearing upon an uncured event of default.

auto_awesomeAnalysis · XAGEW · Industrial Applications And Services

Longevity Health Holdings entered into a highly dilutive, secured convertible note financing with existing investor Puritan Partners LLC. The note carries a fixed conversion price of $0.50 per share, but if the stock trades below that level, the holder can convert at 80% of the 5-day average closing price — a deeply discounted, variable-rate structure. With the stock currently at $0.0053, the alternative conversion price would be approximately $0.0042, meaning the $416,667 note could convert into roughly 99 million shares, far exceeding the 2.69 million shares estimated in the filing (which used a higher reference price). The deal also grants Puritan a first-priority lien on substantially all assets, including intellectual property, and an Affidavit of Confession of Judgment that allows immediate judgment without a hearing upon default. This is a survival financing for a company with a going-concern audit opinion, but the terms heavily favor the lender and create substantial overhang for existing shareholders.