Carmell Corp. Files 8-K: Material Agreement, Equity Sales

TL;DR

Carmell Corp. filed an 8-K on 4/4/24 detailing a material agreement and equity sales.

AI Summary

Carmell Corp. announced on April 4, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and other events. This filing follows a name change from Carmell Therapeutics Corp. on July 27, 2023, and a previous name change from ALPHA HEALTHCARE ACQUISITION CORP III on January 27, 2021.

Why It Matters

This 8-K filing indicates significant corporate activity, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can carry inherent risks related to deal terms and dilution.

Key Players & Entities

• Carmell Corp. (company) — Registrant
• ALPHA HEALTHCARE ACQUISITION CORP III (company) — Former Company Name
• Carmell Therapeutics Corp. (company) — Former Company Name
• 0000950170-24-041908 (document_id) — Accession Number
• April 04, 2024 (date) — Date of Report

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
• $2.25 — r share ("Common Stock"), at a price of $2.25 per share for unaffiliated investors an
• $2.88 — naffiliated investors and at a price of $2.88 per share for the Company's Chief Execu
• $3.0 m — cement are expected to be approximately $3.0 million, before deducting offering fees a

Filing Documents

• ctcx-20240404.htm (8-K) — 55KB
• ctcx-ex10_1.htm (EX-10.1) — 247KB
• ctcx-ex10_2.htm (EX-10.2) — 191KB
• ctcx-ex99_1.htm (EX-99.1) — 17KB
• 0000950170-24-041908.txt ( ) — 654KB
• ctcx-20240404.xsd (EX-101.SCH) — 43KB
• ctcx-20240404_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 4, 2024, Carmell Corporation, a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with certain investors named therein (the "Purchasers") for the sale of an aggregate of 1,331,452 shares of the Company's common stock, $0.0001 par value per share ("Common Stock"), at a price of $2.25 per share for unaffiliated investors and at a price of $2.88 per share for the Company's Chief Executive Officer (the "Private Placement"). The purchase price per share to be paid by the Company's Chief Executive Officer in the Private Placement reflects the closing sale price of the Common Stock on the Nasdaq Capital Market on April 3, 2024. The gross proceeds for the Private Placement are expected to be approximately $3.0 million, before deducting offering fees and expenses. The Company expects to use the net proceeds from the Private Placement for general corporate purposes. In connection with the Private Placement, the Company's officers and directors agreed not to sell or otherwise dispose of any of the shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock held by them for a period ending 90 days following the closing of the Private Placement, subject to certain exceptions. Upon the closing of the Private Placement, the Company will enter into a registration rights agreement (the "Registration Rights Agreement") with the Purchasers, pursuant to which the Company will agree to, among other things, file within 30 days of closing of the Private Placement a resale registration statement (the "Resale Registration Statement") with the Securities and Exchange Commission (the "SEC") covering all shares of Common Stock sold to the Purchasers in the Private Placement, and to use its commercially reasonable efforts to cause the Resale Registration Statement to become effective within the timeframes speci

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

01 Other Events

Item 8.01 Other Events. On April 4, 2024, the Company issued a press release announcing the signing of the Purchase Agreement. 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 Form of Securities Purchase Agreement 10.2 Form of Registration Rights Agreement 99.1 Press Release, dated April 4, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report contains forward-looking statements that are based on beliefs, assumptions and information currently available. In some cases, you can identify forward-looking statements by the following words: "may," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing" or the negative of these terms or other comparable terminology. However, not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although the Company believes that it has a reasonable basis for each forward-looking statement contained in this Current Report, the Company cautions you that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which the Company cannot be certain. Forward-looking statements in this Current Report include, but are not limited to, statements regarding the completion of the Private Placement, the anticipated use of proceeds therefrom, and the anticipated filing of the Resale Registration Statement. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties, including those described under the header "Risk Factors" in the Annual Report on Form 10-K filed by the Company with the SEC on April 1, 2024, and in the Company's other reports filed with the SEC. Most of these factors are outside of the Company's control and are difficult to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these stat

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: April 4, 2024 By: /s/ Rajiv Shukla Rajiv Shukla Chairman and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR