Carmell Corp. Enters Material Definitive Agreement

TL;DR

Carmell Corp. signed a big deal on 3/20. Details TBD.

AI Summary

On March 20, 2024, Carmell Corp. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company, formerly known as Carmell Therapeutics Corp. and ALPHA HEALTHCARE ACQUISITION CORP III, is incorporated in Delaware and operates in the Surgical & Medical Instruments & Apparatus industry.

Why It Matters

This filing indicates a significant new agreement for Carmell Corp., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Numbers

• 001-40228 — Commission File Number (Carmell Corp.'s SEC file number)
• 86-1645738 — IRS Employer Identification No. (Carmell Corp.'s tax identification number)

Key Players & Entities

• Carmell Corp. (company) — Registrant
• March 20, 2024 (date) — Date of earliest event reported
• Carmell Therapeutics Corp (company) — Former company name
• ALPHA HEALTHCARE ACQUISITION CORP III (company) — Former company name
• Delaware (jurisdiction) — State of incorporation
• 3841 (industry_code) — Standard Industrial Classification

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share CTCX The Nasdaq Stock Mar
• $11.50 — of Common Stock at an exercise price of $11.50 CTCXW The Nasdaq Stock Market LLC
• $8 million — ers in an aggregate principal amount of $8 million issued pursuant to the terms of the Mer

Filing Documents

• ctcx-20240320.htm (8-K) — 52KB
• ctcx-ex10_1.htm (EX-10.1) — 511KB
• ctcx-ex99_1.htm (EX-99.1) — 21KB
• 0000950170-24-036123.txt ( ) — 729KB
• ctcx-20240320.xsd (EX-101.SCH) — 44KB
• ctcx-20240320_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On March 20, 2024, Carmell Corporation, a Delaware corporation (the "Company"), and Axolotl Biologix, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("AxoBio"), entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), with the stockholders of AxoBio immediately before the Merger (as defined below), including Burns Ventures, LLC, a Texas limited liability company ("BVLLC"), H. Rodney Burns, an individual resident of Texas ("Burns"), AXO XP, LLC, an Arizona limited liability company ("AXPLLC"), and Protein Genomics, LLC, a Delaware corporation ("PGEN" and together with BVLLC, Burns, and AXPLLC, collectively, the "Buyers" and each, a "Buyer"), providing for, upon the terms and subject to the conditions set forth therein, the sale by the Company of all outstanding limited liability company interests of AxoBio to the Buyers (the "Sale") for the consideration described in detail below. As disclosed previously, the Company initially entered into that certain Agreement and Plan of Merger, dated July 26, 2023 (as amended, the "Merger Agreement"), by and among the Company, Aztec Merger Sub, Inc., a Delaware corporation and wholly-owned direct subsidiary of the Company ("Merger Sub I"), Axolotl Biologix LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company ("Merger Sub II"), and Axolotl Biologix, Inc., a Delaware corporation ("Axolotl"), pursuant to which (i) Merger Sub I was merged with and into Axolotl, with Merger Sub I ceasing to exist and Axolotl surviving as a direct, wholly owned subsidiary of the Company and (ii) Axolotl was merged with and into Merger Sub II, with Axolotl ceasing to exist and Merger Sub II surviving as a direct, wholly owned subsidiary of the Company (collectively, the "Merger"). The Merger closed on August 9, 2023. The consideration for the Sale will consist of (i) 3,845,337 shares of the Compan

01 Other Events

Item 8.01 Other Events. On March 20, 2024, the Company issued a press release announcing the Closing. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1 Membership Interest Purchase Agreement, effective March 18, 2024, by and among Carmell Corporation, Axolotl Biologix, LLC, Burns Ventures, LLC, H. Rodney Burns, AXO XP, LLC, and Protein Genomics, LLC Annexes, (schedules and exhibits to this Exhibit omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request) 99.1 Press Release, dated March 20, 2024 101.SCH Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CARMELL CORPORATION Date: March 25, 2024 By: /s/ Rajiv Shukla Rajiv Shukla Chairman and Chief Executuve Officer

View Full Filing

View this 8-K filing on SEC EDGAR