Carmell Corp Files S-1/A Amendment

TL;DR

Carmell Corp (CTCX) filed an S-1/A, likely updating their IPO or secondary offering docs. Watch for details.

AI Summary

Carmell Corp, formerly Carmell Therapeutics Corp and ALPHA HEALTHCARE ACQUISITION CORP III, filed an S-1/A on May 30, 2024. The company, based in Pittsburgh, PA, operates in the Surgical & Medical Instruments & Apparatus industry. This filing is an amendment to a previous registration statement.

Why It Matters

This S-1/A filing indicates an update to Carmell Corp's registration statement, which is a crucial step for companies planning to go public or make significant changes to their securities offerings.

Risk Assessment

Risk Level: medium — S-1/A filings often relate to significant corporate actions like IPOs or secondary offerings, which inherently carry market and execution risks.

Key Numbers

• 333-279329 — SEC File Number (Identifies the specific SEC registration)
• 241005572 — Film Number (Internal SEC processing number)

Key Players & Entities

• Carmell Corp (company) — Filer
• Carmell Therapeutics Corp (company) — Former company name
• ALPHA HEALTHCARE ACQUISITION CORP III (company) — Former company name
• 2403 SIDNEY STREET, SUITE 300 (address) — Business and Mail Address
• PITTSBURGH, PA (location) — Business and Mail City/State
• 412-894-8248 (phone_number) — Business Phone

FAQ

Key Financial Figures

• $0.0001 — 1,452 shares of common stock, par value $0.0001 per share ("common stock"), of Carmell
• $2.53 — rted sale price of our common stock was $2.53 per share. We are a "smaller reportin
• $1.235 billion — fiscal year in which we have more than $1.235 billion in annual revenue; (ii) the date we qua
• $700 million — large accelerated filer," with at least $700 million of equity securities held by non-affili
• $1.0 billion — ed, in any three-year period, more than $1.0 billion in non-convertible debt securities; and
• $2.25 — hares of our 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 — the Private Placement of approximately $3.0 million, before deducting offering fees a
• $8 million — any in an aggregate principal amount of $8 million issued to the Buyers pursuant to the te

Filing Documents

• d78187ds1a.htm (S-1/A) — 2884KB
• d78187dex231.htm (EX-23.1) — 2KB
• g78187g0509134805419.jpg (GRAPHIC) — 4KB
• g78187g0509141935973.jpg (GRAPHIC) — 3KB
• g78187snap1.jpg (GRAPHIC) — 4KB
• 0001193125-24-150346.txt ( ) — 13266KB
• ctcx-20240331.xsd (EX-101.SCH) — 94KB
• ctcx-20240331_cal.xml (EX-101.CAL) — 54KB
• ctcx-20240331_def.xml (EX-101.DEF) — 505KB
• ctcx-20240331_lab.xml (EX-101.LAB) — 742KB
• ctcx-20240331_pre.xml (EX-101.PRE) — 639KB
• d78187ds1a_htm.xml (XML) — 2452KB

USE OF PROCEEDS

USE OF PROCEEDS 26 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 26 SELLING STOCKHOLDERS 27

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 35 MANAGEMENT 39

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 43 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 51 PRINCIPAL SECURITYHOLDERS 53 DESCRIPTION OF OUR SECURITIES 55 PLAN OF DISTRIBUTION 61 LEGAL MATTERS 63 EXPERTS 63 WHERE YOU CAN FIND MORE INFORMATION 63 INDEX TO FINANCIAL STATEMENTS 1 You should rely only on the information contained in this prospectus. Neither we nor the underwriters have authorized anyone to provide you with different information and, if provided, such information or representations must not be relied upon as having been authorized by us or the underwriters. This prospectus shall not constitute an offer to sell or a solicitation of an offer to buy offered securities in any jurisdiction in which it is unlawful for such person to make such an offering or solicitation. You should read this prospectus together with the additional information described below under the heading " Where You Can Find More Information ." We may also provide a prospectus supplement or post-effective amendment to the Registration Statement to add information to, or update or change information contained in, this prospectus. This prospectus does not contain all of the information included in the Registration Statement. For a more complete understanding of the offering of the securities, you should refer to the Registration Statement, including its exhibits. Unless the context indicates otherwise, in this prospectus, the terms "Carmell," the "Company," "our company," "we," "us," or "our," prior to the closing of the Business Combination (as defined below), are intended to refer to Carmell Therapeutics Corporation, a Delaware corporation, and after the closing of the Business Combination, are intended to refer to Carmell Corporation, a Delaware corporation, and its consolidated subsidiaries. i Table of Contents SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains "forward-looking statements" within the meaning of Section 27A of

Use of Proceeds

Use of Proceeds We will not receive any proceeds from the sale of the shares of common stock covered by this prospectus. Nasdaq Capital Market Symbol CTCX

Risk Factors

Risk Factors See the section titled " Risk Factors " and other information included in this prospectus for a discussion of factors you should consider before investing in our securities. The Selling Stockholders named in this prospectus may offer and sell up to 1,331,452 shares of our common stock. Our common stock is currently listed on The Nasdaq Capital Market under the symbol "CTCX." Shares of our common stock that may be offered under this prospectus are fully paid and non-assessable. We will not receive any of the proceeds of sales by the Selling Stockholders of any of the common stock covered by this prospectus. Throughout this prospectus, when we refer to the shares of our common stock being registered on behalf of the Selling Stockholders for offer and resale, we are referring to the shares of common stock that have been issued to the Selling Stockholders in the Private Placement as described above. When we refer to the Selling Stockholders in this prospectus, we are referring to the Selling Stockholders identified in this prospectus and, as applicable, their permitted transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective amendment to the registration statement of which this prospectus is a part. 6 Table of Contents

RISK FACTORS

RISK FACTORS Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under "Special Note Regarding Forward-Looking Statements," you should carefully consider the specific risks set forth herein. If any of these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this prospectus or any prospectus supplement are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business. Risks Related to Our Business and Operations We have limited experience as a commercial company and the marketing and sale of our cosmetic products and, if approved, our product candidates, may be unsuccessful. Due to our limited history and experience as a commercial company, we face significant risks and uncertainties relating to the commercialization of our cosmetic products and, if approved, our product candidates. In order to successfully commercialize our products or any of our product candidates that may be approved, we must build on our marketing, sales, distribution, managerial and other capabilities or make arrangements with third parties to perform these services. We may face challenges that will inhibit our efforts, including: the inability to recruit, train and retain adequate numbers of effective sales and marketing personnel; the inability to supply the market with our products, including manufacturing or distribution challenges; and unforeseen costs and expenses associated with creating an independent sales and marketing organization. If we are unable to accomplish our commercialization objectiv

View Full Filing

View this S-1/A filing on SEC EDGAR