Carmell Corp Files Definitive Proxy Statement

TL;DR

Carmell Corp (CARM) filed its proxy statement for a special meeting. No fee required.

AI Summary

Carmell Corp. filed a definitive proxy statement (DEF 14A) on February 10, 2025, for a special meeting. The company, formerly known as ALPHA HEALTHCARE ACQUISITION CORP III and Carmell Therapeutics Corp, is incorporated in Delaware and headquartered in Pittsburgh, PA. The filing fee was not required.

Why It Matters

This filing indicates that Carmell Corp is proceeding with a shareholder meeting, which could involve important corporate decisions or proposals.

Risk Assessment

Risk Level: low — This is a routine filing for a shareholder meeting and does not inherently present new risks.

Key Numbers

• 001-40228 — SEC File Number (Identifies the specific SEC registration for Carmell Corp.)

Key Players & Entities

• Carmell Corp (company) — Registrant
• ALPHA HEALTHCARE ACQUISITION CORP III (company) — Former Company Name
• Carmell Therapeutics Corp (company) — Former Company Name
• 20250210 (date) — Filing Date

FAQ

Key Financial Figures

• $0.0001 — s of the Company’s common stock, $0.0001 par value per share (“Common Sto
• $1.235 b — total annual gross revenue of at least $1.235 billion, or (c) following the fifth anniv
• $1 billion — date on which we have issued more than $1 billion in non-convertible debt in the prior th
• $700 million — ock held by non-affiliates is less than $700 million and our annual revenue was less than $1
• $100 million — on and our annual revenue was less than $100 million during the most recently completed fisc
• $250 million — ock held by non-affiliates is less than $250 million or (ii) our annual revenue was less tha
• $0.23 — of 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 us. We exp

Filing Documents

• 2025.02_special_mtg_-_de.htm (DEF 14A) — 301KB
• img47168520_0.jpg (GRAPHIC) — 18KB
• img47168520_1.jpg (GRAPHIC) — 523KB
• img47168520_2.jpg (GRAPHIC) — 191KB
• 0000950170-25-017157.txt ( ) — 1311KB

From the Filing

DEF 14A 1 2025.02_special_mtg_-_de.htm DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 Carmell Corporation (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than The Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. CARMELL CORPORATION 2403 Sidney Street, Suite 300 Pittsburgh, Pennsylvania 15203 February 10, 2025 Dear Stockholder of Carmell Corporation: You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Carmell Corporation (“we,” “our,” “us,” the “Company” or “Carmell”). The virtual-only Special Meeting will be held on Monday, March 24, 2025, at 11:00 a.m., Eastern Time, via live webcast. Stockholders will be able to virtually attend the Special Meeting online, vote your shares electronically and submit questions during the Special Meeting by visiting www.virtualshareholdermeeting.com/CTCX2025SM . During the Special Meeting, stockholders will be asked to consider and vote upon the following proposals: 1. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), upon exercise of warrants (the “Common Stock Warrants”) issued by us pursuant to the terms of a Securities Purchase Agreement, dated December 23, 2024, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of the shares of Common Stock outstanding before the issuance of the Common Stock Warrants (“Proposal 1” or the “Warrant Exercise Proposal”); 2. To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Company's Board of Directors (the “Board”) , a reverse stock split of the Common Stock, at a ratio in the range of 1-for-15 to 1-for-30, with such ratio to be determined at the discretion of the Board (“Proposal 2” or the “Reverse Stock Split Proposal”); and 3. To approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Warrant Exercise Proposal or the Reverse Stock Split Proposal or to otherwise constitute a quorum for the Special Meeting (“Proposal 3” or the “Adjournment Proposal”). A proxy statement describing these matters to be acted upon at the Special Meeting is attached. No other matters will be considered at the Special Meeting. The close of business on January 29, 2025 has been fixed as the record date for the determination of stockholders of the Company entitled to notice of, and to vote at, the Special Meeting. Only stockholders of record at the close of business on January 29, 2025 are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof. To attend the Special Meeting or vote your shares, you will need the control number located on your proxy card or in the instructions accompanying your proxy materials. More details can be found in the accompanying proxy statement. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials over the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including the attached proxy statement and a form of proxy card. Your vote is very important. Whether or not you plan to join the virtual Special Meeting, it is important that your shares be represented. To ensure that your vote is counted, please carefully review the enclosed proxy statement and cast your vote as soon as possible, even if you plan to attend the Special Meeting. If you are a stockholder of record, you may vote over the internet, by telephone, or, if you received a paper copy of our proxy materials by mail, by completing, signing, dating and mailing the accompanying proxy card in the return envelope provided. If your

View Full Filing

View this DEF 14A filing on SEC EDGAR