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

TL;DR

Carmell Corp. signed a big deal & sold stock on Dec 31st. More details in the 8-K.

AI Summary

On December 31, 2024, Carmell Corp. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. This filing includes financial statements and exhibits.

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 mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks.

Key Players & Entities

• Carmell Corp. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• December 31, 2024 (date) — Date of earliest event reported

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
• $1,075,463 — ned in the Asset Purchase Agreement) of $1,075,463 (the "Closing Stock Consideration"), of
• $100,000 — Closing Stock Consideration"), of which $100,000 will be withheld by the Company for 12
• $56,525 — n of the Assumed Liabilities; and (iii) $56,525 in cash to be paid within 60 days follo
• $500,000 — ill pay to Seller a one-time payment of $500,000 if Buyer achieves $500,000 in net reven

Filing Documents

• ctcx-20241231.htm (8-K) — 59KB
• ctcx-ex2_1.htm (EX-2.1) — 300KB
• ctcx-ex99_1.htm (EX-99.1) — 21KB
• 0000950170-25-001359.txt ( ) — 584KB
• ctcx-20241231.xsd (EX-101.SCH) — 43KB
• ctcx-20241231_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Asset Purchase Agreement On December 31, 2024, Carmell Corporation, a Delaware corporation (the "Company"), and a wholly owned subsidiary of the Company, Cutis Cura Corporation, a Delaware corporation ("Buyer"), entered into an Asset Purchase Agreement, dated as of December 31, 2024 (the "Asset Purchase Agreement"), by and among the Company, Buyer, PMGC Holdings Inc., a Nevada corporation and successor to Elevai Labs Inc., a Delaware corporation ("Parent"), and Elevai Skincare, Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Seller"). Pursuant to the Asset Purchase Agreement and on the terms and conditions set forth therein, Buyer agreed to acquire substantially all of the assets, and assume certain of the liabilities, of Parent and Seller (such assets, the "Purchased Assets" and such liabilities, the "Assumed Liabilities") related to Seller's skincare and haircare business (the "Acquisition") for a purchase price consisting of: (i) shares of common stock, par value $0.0001 per share, of the Company ("Common Stock") having an aggregate Market Value (as defined in the Asset Purchase Agreement) of $1,075,463 (the "Closing Stock Consideration"), of which $100,000 will be withheld by the Company for 12 months after the closing of the Acquisition (the "Closing") to secure the indemnification obligations of Seller and Parent under the Asset Purchase Agreement; (ii) Buyer's assumption of the Assumed Liabilities; and (iii) $56,525 in cash to be paid within 60 days following the sale by Buyer of all 7,500 units of the Enfinity product and 20,000 tubes of the Empower product included in the Purchased Assets as of the Closing. Following the Closing, Buyer will pay the following additional earnout consideration for the Purchased Assets, if and when payable: (a) Buyer will pay to Seller, for each year ending on the anniversary of the date of the Closing (the "Closing Date") during the five-year p

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 with respect to the Closing Stock Consideration is incorporated herein by reference. The Closing Stock Consideration has not been registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein or therein.

01 Other Events

Item 8.01 Other Events. On January 2, 2025, the Company issued a press release announcing the Company's and Buyer's entry into the Asset 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 2.1 Asset Purchase Agreement, dated December 31, 2024, by and among Carmell Corporation, Cutis Cura Corporation, PMGC Holdings Inc. and Elevai Skincare, Inc. 99.1 Press Release, dated January 2, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K 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 we believe that we have a reasonable basis for each forward-looking statement contained in this Current Report on Form 8-K, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this Current Report on Form 8-K include, but are not limited to, statements regarding the consummation of the Acquisition, our ability to integrate Seller's business, our ability to realize the anticipated benefits of the Acquisition, the impact of the Acquisition on our business, the launch and commercialization of our products, and the execution of our business strategy. We cannot assure you that the forward-looking statements in this Current Report on Form 8-K will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, among others, uncertainties as to the timing of the Acquisition and the risk that the Acquisition may not be completed in a timely manner or at all, satisfaction or waiver of the condi

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: January 3, 2025 By: /s/ Byran J. Cassaaday Bryan J. Cassaday Chief Financial Officer

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View this 8-K filing on SEC EDGAR