Carmell Corp. Files 8-K for Equity Sales

TL;DR

Carmell Corp. filed an 8-K for unregistered equity sales on Dec 23, 2024.

AI Summary

Carmell Corp. entered into a material definitive agreement on December 23, 2024, related to unregistered sales of equity securities. The company, formerly known as Carmell Therapeutics Corp and Alpha Healthcare Acquisition Corp III, is incorporated in Delaware and operates in the surgical and medical instruments sector.

Why It Matters

This filing indicates potential new equity issuance or sales by Carmell Corp., which could impact its capital structure and stock dilution.

Risk Assessment

Risk Level: medium — Unregistered sales of equity can sometimes signal financial distress or dilutive financing, requiring further investigation.

Key Numbers

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

Key Players & Entities

• Carmell Corp. (company) — Registrant
• December 23, 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

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
• $0.23 — Common Stock"), at an offering price of $0.23 per share, and (ii) warrants to purchas
• $1.85 m — cement are expected to be approximately $1.85 million, before deducting fees to be paid
• $1.85 million — ckholder Approval, will result in up to $1.85 million additional gross proceeds to the Compan

Filing Documents

• ctcx-20241223.htm (8-K) — 60KB
• ctcx-ex4_1.htm (EX-4.1) — 147KB
• ctcx-ex4_2.htm (EX-4.2) — 146KB
• ctcx-ex10_1.htm (EX-10.1) — 254KB
• ctcx-ex10_2.htm (EX-10.2) — 183KB
• ctcx-ex99_1.htm (EX-99.1) — 15KB
• 0000950170-24-141623.txt ( ) — 1084KB
• ctcx-20241223.xsd (EX-101.SCH) — 43KB
• ctcx-20241223_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 23, 2024, Carmell Corporation, a Delaware corporation (the "Company"), entered into a securities purchase agreement (the "Purchase Agreement") with certain investors named therein (the "Purchasers"), pursuant to which the Company agreed to sell and issue to the Purchasers, at the Closing (as defined below), (i) an aggregate of 8,065,210 shares of the Company's common stock, $0.0001 par value per share ("Common Stock"), at an offering price of $0.23 per share, and (ii) warrants to purchase up to an aggregate of 8,065,210 shares of Common Stock at an exercise price of $0.23 per share (the "Common Stock Warrants") in a private placement (the "Private Placement"). The closing of the Private Placement (the "Closing") is expected to occur on or about January 2, 2025. The Common Stock Warrants will be exercisable on the first trading day immediately following the Stockholder Approval (as defined below) and have a term of five years from the issuance thereof. The gross proceeds for the Private Placement are expected to be approximately $1.85 million, before deducting fees to be paid to the placement agent for the Company and other offering expenses payable by the Company. The Common Stock Warrants, if exercised for cash following the Stockholder Approval, will result in up to $1.85 million additional gross proceeds to the Company. The Company expects to use the proceeds from the Private Placement for the build-out of its commercial team and other general corporate purposes. Under the Purchase Agreement, the Company has agreed to hold a special or annual meeting of its stockholders within 90 days of the execution of the Purchase Agreement for the purpose of obtaining the approval of the Company's stockholders with respect to the issuance of shares of Common Stock upon exercise of the Common Stock Warrants (the "Common Stock Warrant Shares") pursuant to the applicable rules of the Nasdaq Stock Market LLC

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 December 24, 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 4.1 Form of Common Stock Warrant 4.2 Form of Placement Agent Warrant 10.1 Securities Purchase Agreement 10.2 Registration Rights Agreement 99.1 Press Release, dated December 24, 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 our expectations regarding the closing of the Private Placement, the proceeds from the exercise of the Common Stock Warrants, the anticipated use of proceeds from the Private Placement, the special or annual meeting of stockholders to be held by the Company to obtain the Stockholder Approval, 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. Furt

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. Date: December 31, 2024 By: /s/ Bryan J. Cassaday Bryan J. Cassaday Chief Financial Office

View Full Filing

View this 8-K filing on SEC EDGAR