Carmell Corp. Files 8-K on Asset Acquisition & Equity Sales

TL;DR

Carmell Corp. closed an asset deal and sold equity on Jan 16, 2025. 8-K filed.

AI Summary

On January 16, 2025, Carmell Corp. (formerly Alpha Healthcare Acquisition Corp III) filed an 8-K detailing the completion of an acquisition or disposition of assets. The filing also covers unregistered sales of equity securities and other events, including financial statements and exhibits. Carmell Corp. is incorporated in Delaware and its principal business address is in Pittsburgh, PA.

Why It Matters

This filing indicates significant corporate activity for Carmell Corp., including asset transactions and equity issuances, which could impact its financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing involves asset acquisition/disposition and unregistered equity sales, which can carry inherent risks related to valuation, integration, and regulatory compliance.

Key Numbers

• 001-40228 — SEC File Number (Identifies the company's filing history with the SEC.)
• 86-1645738 — IRS Employer Identification Number (Unique identifier for tax purposes.)

Key Players & Entities

• Carmell Corp. (company) — Registrant
• Alpha Healthcare Acquisition Corp III (company) — Former company name
• 20250116 (date) — Date of report and earliest event
• Delaware (jurisdiction) — State of incorporation
• Pittsburgh, PA (location) — Business address

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
• $1.4 m — e for the Acquisition was approximately $1.4 million, consisting of (i) 1,149,226 shar
• $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-20250116.htm (8-K) — 55KB
• ctcx-ex99_1.htm (EX-99.1) — 23KB
• 0000950170-25-006024.txt ( ) — 221KB
• ctcx-20250116.xsd (EX-101.SCH) — 43KB
• ctcx-20250116_htm.xml (XML) — 6KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. On January 16, 2025, Carmell Corporation, a Delaware corporation (the "Company"), completed, through its wholly owned subsidiary, Cutis Cura Corporation, a Delaware corporation ("Buyer"), the previously announced acquisition of substantially all of the assets (the "Purchased Assets"), and assumption of certain of the liabilities (the "Assumed Liabilities"), of 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"), related to Seller's skincare and haircare business (the "Acquisition"), pursuant to an Asset Purchase Agreement, dated as of December 31, 2024 (the "Asset Purchase Agreement"), by and among the Company, Buyer, Parent and Seller. The execution of the Asset Purchase Agreement was previously disclosed on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "SEC") on January 3, 2025. Upon the closing of the Acquisition (the "Closing"), the purchase price for the Acquisition was approximately $1.4 million, consisting of (i) 1,149,226 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), issued by the Company to Seller (the "Closing Shares") at the Closing, as well as 117,814 additional shares of Common Stock (the "Holdback Shares") to be withheld by the Company for 12 months after 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

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 2.01 of this Current Report on Form 8-K with respect to the Closing Shares and the Holdback Shares is incorporated herein by reference. The Closing Shares were, and the Holdback Shares will be, issued in reliance upon exemptions from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"), and Rule 506 promulgated under Regulation D of the Securities Act. The Company will rely on these exemptions based in part on representations made by Seller and Parent in the Asset Purchase Agreement. The Closing Shares and the Holdback Shares have 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 16, 2025, 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. (a) Financial statements of business acquired. The financial statements required by Item 9.01(a) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed. (b) Pro Forma financial information. The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by an amendment to this Current Report on Form 8-K no later than 71 calendar days after the date this Current Report on Form 8-K was required to be filed. (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. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on January 3, 2025). 99.1 Press Release, dated January 16, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules and exhibits to this Exhibit omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.

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 16, 2025 By: /s/ Bryan Cassaday Bryan Cassaday Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR