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| CIK | 1842939 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Carmell Corporation
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| August 18, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 21 (to prospectus dated June 5, 2024) 44,382 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Longevity Health Holdings, Inc. (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registratio |
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| August 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 LONGEVITY HEALTH HOLDINGS, INC. |
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| August 14, 2025 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 20 (to prospectus dated June 5, 2024) 44,382 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Longevity Health Holdings, Inc. (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registratio |
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| July 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 08, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Comm |
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| July 14, 2025 |
EXHIBIT 99.1 LONGEVITY HEALTH HOLDINGS ANNOUNCES MERGER WITH THPLASMA AND TERMINATION OF 20/20 BIOLABS TRANSACTION July 14, 2025 Longevity Health Holdings, Inc. (Nasdaq: XAGE), a company focused on human longevity and healthy aging (“Longevity”, the “Company”, “we”, “our”, or “us”), today announced the execution of a definitive merger agreement (the “Merger”) with True Health Inc., a leading playe |
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| July 14, 2025 |
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among LONGEVITY HEALTH HOLDINGS, INC., THP SUB, INC., TRUE HEALTH INC., and TRUEHEALTH MANAGEMENT GROUP LLC Dated as of July 14, 2025 TABLE OF CONTENTS Article I DEFINITIONS & INTERPRETATIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Further Definitions 6 Section 1.3 Interpretation 8 Section 1.4 Currency 8 Article II THE MERGER; THE PURCHASE AN |
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| June 25, 2025 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Comm |
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| June 25, 2025 |
EXHIBIT 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”) is made and entered into as of June 24, 2025 by and among Longevity Health Holdings, Inc., a Delaware corporation (“Parent”), Longevity Health Biomarkers, Inc., a Delaware corporation (“Merger Sub”), 20/20 Biolabs, Inc., a Delaware corporation (the “Comp |
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| June 25, 2025 |
Item 1.01 Entry into a Material Definitive Agreement. Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 19 (to prospectus dated June 5, 2024) 44,382 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement |
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| June 17, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No. |
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| May 28, 2025 |
Longevity Health Holdings, Inc. Announces Successful Fundraising Via ATM Sale EXHIBIT 99.1 Longevity Health Holdings, Inc. Announces Successful Fundraising Via ATM Sale Pittsburgh, PA – May 27, 2025 – Longevity Health Holdings, Inc. (Nasdaq: XAGE) (“XAGE,” the “Company,” “we” or “our”), a company dedicated to advancing human longevity and healthy aging through regenerative bio-aesthetics, diagnostics, and nutrition, today announced the successful sale of 479,621 shares of i |
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| May 28, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commi |
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| May 21, 2025 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commi |
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| May 21, 2025 |
LONGEVITY HEALTH HOLDINGS ANNOUNCES CONTINUED NASDAQ LISTING TO COMPLETE MERGER WITH 20/20 BIOLABS EXHIBIT 99.1 LONGEVITY HEALTH HOLDINGS ANNOUNCES CONTINUED NASDAQ LISTING TO COMPLETE MERGER WITH 20/20 BIOLABS PITTSBURGH, PA May 21, 2025 Longevity Health Holdings, Inc. (Nasdaq: XAGE) (“XAGE,” the “Company,” “we,” “us,” or “our”), a company focused on extending human longevity and healthy aging through innovative products in regenerative bio-aesthetics, diagnostics, and nutrition, today announc |
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| May 20, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 18 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme |
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| May 16, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commi |
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| May 16, 2025 |
LONGEVITY HEALTH HOLDINGS ANNOUNCES BUSINESS UPDATES EXHIBIT 99.1 LONGEVITY HEALTH HOLDINGS ANNOUNCES BUSINESS UPDATES PITTSBURGH, PA. & GAITHERSBURG, MD. May 15, 2025 Longevity Health Holdings, Inc. (Nasdaq: XAGE), a company focused on extending human longevity and healthy aging through technologically innovative and clinically proven products in regenerative bio-aesthetics, diagnostics, and nutrition (“XAGE”, the “Company”, “we”, “our”, or “us”), |
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| May 15, 2025 |
EXHIBIT 10.2 [*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Proprietary Information: Yuva Bio, Inc. COLLABORATION & LICENSE AGREEMENT This Collaboration and License Agreement (this “License Agreement” or “Agreement”) is made and entered into as of the date of the last signature he |
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| May 15, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 LONGEVITY HEALTH HOLDINGS, INC. |
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| May 15, 2025 |
EXHIBIT 10.3 RESEARCH & DEVELOPMENT AND MANUFACTURING AGREEMENT This Research & Development and Manufacturing Agreement (“Agreement”) is entered into as of September 6, 2023 (“Effective Date”) by and between Allure Labs, LLC, a Delaware limited liability company having its principal place of business at 30901 Wiegman Road, Hayward, California 94544 (“Allure”), on the one hand, and Elevai Labs, Inc |
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| May 12, 2025 |
Longevity Health Holdings, Inc. Announces Reverse Stock Split EXHIBIT 99.1 Longevity Health Holdings, Inc. Announces Reverse Stock Split Pittsburgh, PA – May 12, 2025 – Longevity Health Holdings, Inc. (NASDAQ: XAGE) (“Longevity” or the “Company”), a bio-aesthetics company focused on longevity and healthy aging, today announced that it has resolved to effect a reverse stock split of the Company’s common stock and has determined the ratio to be 1-for-30. The C |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commi |
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| May 12, 2025 |
EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LONGEVITY HEALTH HOLDINGS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Longevity Health Holdings, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, |
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| May 12, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 17 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme |
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| May 8, 2025 |
Consent of John Compton to serve as a director of Longevity Health Holdings, Inc. EXHIBIT 99.2 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) and any |
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| May 8, 2025 |
Executive Employment Agreement between Carmell Corporation and Bryan Cassaday, dated June 7, 2023 EXHIBIT 10.15 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), dated June 7, 2023, is made and entered into by and between CARMELL THERAPEUTICS CORPORATION, a Delaware corporation (the “Company”) and Bryan Cassaday (“Executive”), and will be deemed effective as of the first date that the Company’s common stock is traded on a national stock exchange or national |
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| May 8, 2025 |
Calculation of Filing Fee Tables Form S-4 (Form Type) Longevity Health Holdings, Inc. |
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| May 8, 2025 |
List of Subsidiaries of Longevity Health Holdings, Inc. EXHIBIT 21.1 List of Subsidiaries of Longevity Health Holdings, Inc. (registrant) The following are the subsidiaries of the Registrant, Longevity Health Holdings, Inc., included in the Registrant’s consolidated financial statements. Other subsidiaries are not listed because such subsidiaries are inactive. Name State of Incorporation Carmell Regen Med Corporation (a wholly owned subsidiary of the r |
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| May 8, 2025 |
Consent of Prasanth Reddy to serve as a director of Longevity Health Holdings, Inc. EXHIBIT 99.3 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) and any |
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| May 8, 2025 |
As filed with the Securities and Exchange Commission on [•], 2025 As filed with the Securities and Exchange Commission on [•], 2025 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LONGEVITY HEALTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 2840 84-1645738 (State or other jurisdiction of incorporation or organization) (Primary Stan |
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| May 8, 2025 |
Consent of Michael Ross to serve as a director of Longevity Health Holdings, Inc EXHIBIT 99.3 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) and any |
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| April 14, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Com |
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| April 14, 2025 |
LONGEVITY HEALTH HOLDINGS ANNOUNCES EXECUTION OF MERGER AGREEMENT WITH 20/20 BIOLABS EXHIBIT 99.1 LONGEVITY HEALTH HOLDINGS ANNOUNCES EXECUTION OF MERGER AGREEMENT WITH 20/20 BIOLABS Pittsburgh, PA & Gaithersburg, MD. Apr 14, 2025 Longevity Health Holdings, Inc. (Nasdaq: XAGE), a company focused on human longevity and healthy aging through technologically innovative and clinically proven products in regenerative bio-aesthetics, diagnostics, and nutrition (“Longevity”, the “Company |
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| April 14, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 16 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme |
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| April 14, 2025 |
Longevity Health Holdings, Inc. Common Stock Filed pursuant to Rule 424(b)(5) Registration File No. 333-284670 PROSPECTUS SUPPLEMENT (to Prospectus dated February 12, 2025) Longevity Health Holdings, Inc. $2,000,000 Common Stock Longevity Health Holdings, Inc. (the “Company”) has entered into a Sales Agreement (the “Sales Agreement”) with Brookline Capital Markets, a division of Arcadia Securities, LLC (the “Sales Agent”), relating to the of |
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| April 14, 2025 |
Exhibit 1.1 LONGEVITY HEALTH HOLDINGS, INC. Shares of Common Stock (par value $0.0001 per share) Sales Agreement April 14, 2025 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 30th Floor New York, New York 10022 Ladies and Gentlemen: Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Brookli |
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| April 14, 2025 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among LONGEVITY HEALTH HOLDINGS, INC., LONGEVITY HEALTH BIOMARKERS, INC., 20/20 BIOLABS, INC., and Jonathan Cohen, as the Stockholder Representative Dated as of APRIL 11, 2025 TABLE OF CONTENTS Article I DEFINITIONS & INTERPRETATIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Further Definitions 6 Section 1.3 Interpretation 8 Section 1.4 Currenc |
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| April 4, 2025 |
As filed with the Securities and Exchange Commission on April 4, 2025 As filed with the Securities and Exchange Commission on April 4, 2025 Registration No. |
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| April 3, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 01, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Com |
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| April 3, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 15 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme |
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| April 1, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 14 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Longevity Health Holdings, Inc. (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registra |
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| March 31, 2025 |
EXHIBIT 99.1 Financial Statements Skincare Business (A business of PMGC Holdings Inc.) For the quarterly period ended September 30, 2024 (Unaudited - Expressed in United States Dollars) Skincare Business (A business of PMGC Holdings Inc.) Balance Sheet (Unaudited - Expressed in United States dollar) As of: September 30,2024 ASSETS Current Assets Receivables, net $16,889 Prepaidsand deposits 111,06 |
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| March 31, 2025 |
Longevity Health Holdings, Inc. Insider Trading Policy Exhibit 19.1 LONGEVITY HEALTH HOLDINGS, INC. Insider Trading POLICY Longevity Health Holdings, Inc. (the “Company”) has adopted the following policy and procedures for securities trading by Company directors and employees (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and the severe cons |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction |
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| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 Longevity Health Holdings, Inc. |
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| March 31, 2025 |
EXHIBIT 23.1 Financial Statements Skincare Business (A business of PMGC Holdings Inc.) For the year ended December 31, 2023 (Expressed in United States Dollars) Independent Auditor’s Report To Board of Directors and Stockholders of Skincare Business Opinion We have audited the accompanying financial statements of Skincare Business, which comprise the balance sheet as of December 31, 2023, and the |
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| March 31, 2025 |
Subsidiaries of Longevity Health Holdings, Inc. EXHIBIT 21.1 List of Subsidiaries of Longevity Health Holdings, Inc. (registrant) The following are the subsidiaries of the Registrant, Carmell Corporation as of December 31, 2024. Name State of Incorporation Carmell Regen Med Corporation (a wholly-owned subsidiary of the registrant) Delaware Carmell Cosmetics Corporation (a wholly-owned subsidiary of the registrant) Delaware Elevai Skincare, Inc. |
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| March 31, 2025 |
Longevity Health Holdings, Inc. Business Conduct and Ethics Exhibit 14.1 longevity health holdings, inc. CODE OF BUSINESS CONDUCT AND ETHICS Introduction Purpose and Scope The Board of Directors (the “Board of Directors”) of Longevity Health Holdings, Inc. (the “Company”) established this Code of Business Conduct and Ethics to aid the Company’s directors, officers, employees and certain designated agents in making ethical and legal decisions when conductin |
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| March 31, 2025 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On January 16, 2025, Longevity Health Holdings, Inc. (formerly Carmell Corporation), a Delaware corporation, (the “Company”) completed, through its wholly owned subsidiary, Elevai Skincare, Inc. (formerly Cutis Cura Corporation), a Delaware corporation (the “Buyer”), the acquisition of substantially all of the assets (the “P |
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| March 26, 2025 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Com |
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| March 26, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 13 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Longevity Health Holdings, Inc. (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registra |
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| March 10, 2025 |
CARMELL CORP REBRANDS AS LONGEVITY HEALTH HOLDINGS TO HIGHLIGHT BUSINESS FOCUS & GROWTH STRATEGY Exhibit 99.1 CARMELL CORP REBRANDS AS LONGEVITY HEALTH HOLDINGS TO HIGHLIGHT BUSINESS FOCUS & GROWTH STRATEGY PITTSBURGH, Mar. 10, 2025 (GLOBE NEWSWIRE) - Carmell Corporation (Nasdaq: CTCX; CTCXW), a bio-aesthetics company (the “Company”, “we”, “our”, or “us”), today announced a comprehensive corporate rebranding initiative aimed at better aligning the Company’s market and investor facing image wi |
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| March 10, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 05, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Com |
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| March 10, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 12 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme |
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| March 10, 2025 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARMELL CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Carmell Corporation (hereinafter called the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby ce |
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| March 10, 2025 |
Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF LONGEVITY HEALTH HOLDINGS, INC. ARTICLE I – MEETINGS OF STOCKHOLDERS Section 1.1 Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Delaware as shall be designated by the Board of Directors or the person or persons calling the meeting. The Board of Directors may in its sole discretion, determine that |
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| March 6, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 11 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme |
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| March 5, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 04, 2025 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File |
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| February 13, 2025 |
PROSPECTUS Filed Pursuant to Rule 424(b)(3) PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-284670 9,332,250 Shares of Common Stock 8,065,210 Shares of Common Stock Issuable Upon the Exercise of Warrants to Purchase Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 17,397,460 shares of common stock, par value $0.0001 per share (the “co |
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| February 10, 2025 |
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)) ☒ Defin |
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| February 10, 2025 |
February 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for Carmell Corporation Registration Statement on Form S-3 filed February 3, 2025 (File No. 333-284670) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Carmell Corporation (the “Company”) hereb |
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| February 10, 2025 |
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)) ☒ Defin |
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| February 3, 2025 |
As filed with the Securities and Exchange Commission on February 3, 2025 As filed with the Securities and Exchange Commission on February 3, 2025 Registration No. |
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| February 3, 2025 |
Exhibit 4.6 CARMELL CORPORATION Issuer AND as Trustee INDENTURE Dated as of , 20 Debt Securities CROSS-REFERENCE TABLE(1) SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED SECTION(S) OF INDENTURE 310(b) 7.8 311(a) 7.13 311(b) 7.13 312(a) 5.2(a) 312(b) 5.2(b) 312(c) 5.2(c) 313(a) 5.4(a) 313(b) 5.4(b) 313(c) 5.4(b) (1) This Cross-Reference Table does not constitute part of the Indenture and shall n |
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| February 3, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Carmell Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| January 31, 2025 |
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)) ☐ Defin |
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| January 27, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 10 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme |
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| January 24, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2025 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 24, 2025 |
EXHIBIT 10.1 SEPARATION AND RELEASE OF CLAIMS AGREEMENT This SEPARATION AND RELEASE OF CLAIMS AGREEMENT (this “Release”) is by and between Kendra Bracken-Ferguson (the “Executive”) and Carmell Corporation, a Delaware corporation, and its wholly owned subsidiaries (collectively, the “Company”). WHEREAS, the Executive’s employment with the Company will end effective January 20, 2025 (the “Separation |
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| January 16, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 16, 2025 |
Carmell Announces Closing of Elevai Skincare Acquisition EXHIBIT 99.1 Carmell Announces Closing of Elevai Skincare Acquisition Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced the closing of the previously announced acquisition of the skin and hair care business of Elevai Skincare, Inc. (“Elevai”), a leader in physician dispensed exosome skin an |
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| January 16, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 9 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen |
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| January 3, 2025 |
Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG Cutis Cura Corporation, (a Delaware corporation), PMGC HOLDINGS INC. (a Nevada corporation), ELEVAI SKINCARE INC. (a Delaware corporation), AND CARMELL CORPORATION (a Delaware corporation) DATED AS OF DECEMBER 31, 2024 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is made and entered into on December 31, 2024, by and amo |
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| January 3, 2025 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 8 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen |
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| January 3, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission F |
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| January 3, 2025 |
Exhibit 99.1 Carmell Announces Execution of Definitive Agreement to Acquire Elevai Skincare, a leader in Physician Dispensed Exosome Skin and Hair Care Products PITTSBURGH, January 2, 2025 (GLOBE NEWSWIRE) - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced that it entered into a definitive |
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| December 31, 2024 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 7 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen |
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| December 31, 2024 |
Carmell Announces PIPE Investment From Existing and New Investors To Support Commercial Build-out EXHIBIT 99.1 Carmell Announces PIPE Investment From Existing and New Investors To Support Commercial Build-out PITTSBURGH, December 24, 2024 (GLOBE NEWSWIRE) - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced that it entered into a securities purchase agreement with new and existing invest |
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| December 31, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2025, between Carmell Corporation, a Delaware corporation (the “Company”), and each of the purchasers identified on the signature page hereto (including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to th |
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| December 31, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission F |
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| December 31, 2024 |
Exhibit 10.2 CARMELL CORPORATION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2024, by and among Carmell Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the Schedule of Purchasers attached as Schedule I hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchaser |
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| December 31, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 6, 2024 |
CTCX / Carmell Corporation / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteoractcx113024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carmell Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) November 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropr |
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| November 20, 2024 |
November 2024 A Bio-Aesthetics Revolution November 2024 A Bio-Aesthetics Revolution Certain statements in this Presentation regarding Carmell Corporation (the “Company”) may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), and such statements are intended to qualify for the protection of the safe harbor provided by the Act. |
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| November 20, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission F |
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| November 19, 2024 |
As filed with the U.S. Securities and Exchange Commission on November 18, 2024 As filed with the U.S. Securities and Exchange Commission on November 18, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARMELL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 86-1645738 (I.R |
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| November 19, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0. |
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| November 14, 2024 |
EXHIBIT 10.3 Carmell Corporation 2023 Long-Term Incentive Plan Grant Agreement This Grant Agreement, dated [*], (this “Grant Agreement”) evidences the grant of an award pursuant to the provisions of the Carmell Corporation Amended and Restated 2023 Long-Term Incentive Plan, as amended (the “Plan”), by Carmell Corporation (the “Company”) to the individual whose name appears below (the “Participant” |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 86-1645738 (State or other jurisdiction of incorporation or organization) (I. |
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| November 14, 2024 |
Form of Grant Agreement under 2023 Long-Term Incentive Plan. EXHIBIT 10.3 Carmell Corporation 2023 Long-Term Incentive Plan Grant Agreement This Grant Agreement, dated [*], (this “Grant Agreement”) evidences the grant of an award pursuant to the provisions of the Carmell Corporation Amended and Restated 2023 Long-Term Incentive Plan, as amended (the “Plan”), by Carmell Corporation (the “Company”) to the individual whose name appears below (the “Participant” |
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| November 14, 2024 |
Exhibit 10.2 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of August 6, 2024 (this “Amendment”), is entered into by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), and (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as |
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| November 14, 2024 |
Exhibit 10.2 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of August 6, 2024 (this “Amendment”), is entered into by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), and (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as |
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| November 14, 2024 |
CTCX / Carmell Corporation / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteoractcx09302024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carmell Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appr |
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| November 14, 2024 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 6 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen |
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| October 15, 2024 |
Carmell Corporation 2403 Sidney Street, Suite 300 Pittsburgh, Pennsylvania 15203 Carmell Corporation 2403 Sidney Street, Suite 300 Pittsburgh, Pennsylvania 15203 October 15, 2024 VIA EDGAR CORRESPONDENCE U. |
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| October 3, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 3, 2024 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 5 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen |
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| August 30, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| August 30, 2024 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 4 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen |
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| August 16, 2024 |
1,331,452Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 3 (to prospectus dated June 5, 2024) 1,331,452Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement |
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| August 16, 2024 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”), dated August 13, 2024, is made and entered into by and between Carmell Corporation, a Delaware corporation (the “Company”) and Rajiv Shukla (the “Executive’’) and will be deemed effective as of July 30, 2024 (the “Effective Date”), each of the Company and the Executive, a “party” and together, the “parties. |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 86-1645738 ( State or other jurisdiction of incorporation or organization) (I. |
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| August 14, 2024 |
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”), dated August 13, 2024, is made and entered into by and between Carmell Corporation, a Delaware corporation (the “Company”) and Rajiv Shukla (the “Executive’’) and will be deemed effective as of July 30, 2024 (the “Effective Date”), each of the Company and the Executive, a “party” and together, the “parties. |
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| July 29, 2024 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 2 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen |
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| July 29, 2024 |
Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), dated July 23, 2024 is made and entered into by and between CARMELL CORPORATION, a Delaware corporation (the “Company”),and Kendra Bracken-Ferguson (the “Executive”), and will be deemed effective as of July 30, 2024 (the “Effective Date”), each of the Company and Executive a “party” and together, the |
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| July 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File |
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| July 29, 2024 |
Exhibit 99.1 CARMELL CORPORATION APPOINTS NEW CEO FOLLOWING ADDITION TO THE RUSSELL MICROCAP INDEX Beauty Pioneer, Kendra Bracken-Ferguson Appointed CEO of Carmell Corporation To Champion a Technological Revolution in Regenerative Skincare and Haircare and Build Beauty and Wellness Platform PITTSBURGH – July 29, 2024 – Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin an |
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| July 18, 2024 |
1,331,452 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 1 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen |
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| July 17, 2024 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File |
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| June 14, 2024 |
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)) ☐ Defin |
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| June 14, 2024 |
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)) ☒ Defin |
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| June 5, 2024 |
1,331,452 Shares of Common Stock Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus 1,331,452 Shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus (the “Selling Stockholders”) of up to an aggregate of 1,331,452 shares of common stock, par value $0.0001 per share (“common stock”), of Carmell Corporation (the “Company,” “w |
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| May 31, 2024 |
May 31, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for Carmell Corporation Registration Statement on Form S-1/A filed May 30, 2024 (File No. 333-279329) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Carmell Corporation (the “Company”) hereby reque |
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| May 30, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on May 30 , 2024 Registration No. |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 86-1645738 ( State or other jurisdiction of incorporation or organization) (I. |
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| May 10, 2024 |
Table of Contents As filed with the Securities and Exchange Commission on May 10, 2024 Registration No. |
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| May 10, 2024 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Carmell Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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| April 29, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. 1 507654890.2 ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORAT |
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| April 18, 2024 |
SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Carmell Corporation (formerly known as Alpha Healthcare Acquisition Corp. III) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) April 4, 2024 (Date of Event Which Requires |
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| April 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 04, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 4, 2024 |
EXHIBIT 10.1 CARMELL CORPORATION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April [], 2024, by and among Carmell Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the Schedule of Purchasers attached as Schedule I hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”) |
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| April 4, 2024 |
EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April [], 2024, between Carmell Corporation, a Delaware corporation (the “Company”), and each of the purchasers identified on the signature page hereto (including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursua |
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| April 4, 2024 |
Carmell Announces $3.0 Million Private Placement EXHIBIT 99.1 Carmell Announces $3.0 Million Private Placement PITTSBURGH, Apr 4, 2024 - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced that it entered into a securities purchase agreement with new and existing investors for the issuance and sale of 1,331,452* shares of its common stock i |
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| April 1, 2024 |
EXHIBIT 97.1 CARMELL CORPORATION COMPENSATION RECOVERY POLICY Carmell Corporation, a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance with r |
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| April 1, 2024 |
EXHIBIT 4.1 DESCRIPTION OF CARMELL CORPORATION’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Carmell Corporation (the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Company’s common stock, par value $0.0001 per share (“Common Stock”), and the Company’s redeemable warrants, each who |
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| April 1, 2024 |
Carmell Announces Successful Closing of Axolotl Biologix Sale Transaction EXHIBIT 99.1 Carmell Announces Successful Closing of Axolotl Biologix Sale Transaction PITTSBURGH, March 27, 2024 (GLOBE NEWSWIRE) - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced the successful closing of the previously announced sale of its wholly owned subsidiary, Axolotl Biologix (“A |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 86-1645738 ( State or other jurisdiction of incorporation or organization) (I. |
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| April 1, 2024 |
Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File |
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| April 1, 2024 |
EXHIBIT 14.1 CARMELL CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS Introduction Purpose and Scope The Board of Directors (the “Board of Directors”) of Carmell Corporation (the “Company”) established this Code of Business Conduct and Ethics to aid the Company’s directors, officers, employees and certain designated agents in making ethical and legal decisions when conducting the Company’s business |
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| April 1, 2024 |
Carmell Corporation 2023 Long-Term Incentive Plan Grant Agreement This Grant Agreement, dated [*], (this “Grant Agreement”) evidences the grant of an option pursuant to the provisions of the Carmell Corporation Amended and Restated 2023 Long-Term Incentive Plan, as amended (the “Plan”), by Carmell Corporation (the “Company”) to the individual whose name appears below (the “Participant”), covering the specific number of shares of Common Stock of the Company (“Shares”) set forth below, pursuant to the provisions of the Plan and on the following terms and conditions: 1. |
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| April 1, 2024 |
EXHIBIT 21.1 List of Subsidiaries of Carmell Corporation (registrant) The following are the subsidiaries of the Registrant, Carmell Corporation, included in the Registrant’s Annual Report on Form 10-for the year ended December 31, 2023. Other subsidiaries are not listed because such subsidiaries are inactive. Name State of Incorporation Carmell Regen Med Corporation (a wholly-owned subsidiary of t |
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| March 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File |
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| March 26, 2024 |
Exhibit 99.1 PITTSBURGH, March 20, 2024 (GLOBE NEWSWIRE) - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced the execution of a definitive agreement to sell its wholly owned subsidiary, Axolotl Biologix (“AxoBio”) to the initial sellers of AxoBio for 3,845,337 shares of Carmell common stock |
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| March 26, 2024 |
Exhibit 10.1 Membership Interest Purchase Agreement by and among Axolotl Biologix, LLC, a Delaware limited liability company and Carmell Corporation, A Delaware corporation and Burns Ventures, LLC, a Texas limited liability company and H. Rodney Burns, a Texas individual and AXO XP, LLC, An Arizona limited liability company and Protein Genomics, Inc. a Delaware corporation dated as of March 20 , 2 |
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| February 14, 2024 |
US1429221039 / CARMELL THERAPEUTICS CORP A / Meteora Capital, LLC Passive Investment SC 13G 1 meteoractcx123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Carmell Therapeutics Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a |
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| February 14, 2024 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carmell Corporation (formerly known as Alpha Healthcare Acquisition Corp. III) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement |
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| February 14, 2024 |
US1429221039 / CARMELL THERAPEUTICS CORP A / Sculptor Capital LP - SC 13G/A Passive Investment SC 13G/A 1 d771575dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Carmell Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statemen |
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| February 14, 2024 |
SC 13G/A 1 d753057dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carmell Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat |
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| February 14, 2024 |
EX-99.1 2 d753057dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Carmell Corp |
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| February 14, 2024 |
US1429221039 / CARMELL THERAPEUTICS CORP A / Antara Capital LP Passive Investment SC 13G/A 1 formsc13gacarmellcorp.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carmell Corporation (f/k/a Alpha Healthcare Acquisition Corp. III) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event whic |
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| February 7, 2024 |
US1429221039 / CARMELL THERAPEUTICS CORP A / Linden Capital L.P. - SC 13G/A Passive Investment SC 13G/A 1 d702651dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Carmell Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check |
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| February 6, 2024 |
US1429221039 / CARMELL THERAPEUTICS CORP A / Newlin Investment Co 1, LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Carmell Corporation (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| February 6, 2024 |
Exhibit 99.1 CUSIP No. 142922103 Page 1 of 1 Page JOINT FILING AGREEMENT The undersigned, the Reporting Persons named in Schedule 13G, hereby agree that this Schedule 13G is filed on behalf of them and that each Reporting Person is responsible for the timely filing of any other amendments to the Schedule 13G. Each Reporting Person further agrees that each of them is responsible for the completenes |
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| February 6, 2024 |
Exhibit 99.2 CUSIP No. 142922103 Page 1 of 1 Page POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS NEWLIN INVESTMENT COMPANY 1, LLC (“NLLC”) does hereby make, constitute and appoint William R. Newlin its true and lawful attorney, to execute and deliver in its name and on its behalf whether NLLC acting individually or as representative of others, any and all filings required to be made by NLLC |
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| February 5, 2024 |
US1429221039 / CARMELL THERAPEUTICS CORP A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment SC 13G/A 1 CTCX13GA2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) CARMELL CORPORATION (formerly Alpha Healthcare Acquisition Corp. III) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 142922103 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requir |
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| January 17, 2024 |
Carmell Corp Announces Addition of Dr. Adam Rubinstein to Scientific Advisory Board Carmell Corp Announces Addition of Dr. Adam Rubinstein to Scientific Advisory Board PITTSBURGH, USA, January 9, 2024 /EINPresswire.com/ - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell” or the “Company”), today announced the addition of Dr. Adam Rubinstein to their Scientific Advisory Board. Dr. Adam Rubinstein is a board-certified plastic su |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 17, 2024 |
Carmell Corp Announces Addition of Dr. Gregory A. Buford to Scientific Advisory Board Carmell Corp Announces Addition of Dr. Gregory A. Buford to Scientific Advisory Board PITTSBURGH, USA, January 10, 2024 /EINPresswire.com/ - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell” or the “Company”), today announced the addition of Dr. Gregory A. Buford to their Scientific Advisory Board. Dr. Buford is a Board-Certified Plastic Surgeo |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 17, 2024 |
Carmell Corp Announces Addition of Dr. Jason D. Bloom to Scientific Advisory Board Carmell Corp Announces Addition of Dr. Jason D. Bloom to Scientific Advisory Board PITTSBURGH, USA, January 8, 2024 /EINPresswire.com/ - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell” or the “Company”), today announced the addition of Dr. Jason D. Bloom to their Scientific Advisory Board (“SAB”). Dr. Bloom is an award winning, Ivy-League tra |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 09, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 17, 2024 |
Carmell Corp Announces Addition of Dr. Adam Rubinstein to Scientific Advisory Board Carmell Corp Announces Addition of Dr. Adam Rubinstein to Scientific Advisory Board PITTSBURGH, USA, January 9, 2024 /EINPresswire.com/ - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell” or the “Company”), today announced the addition of Dr. Adam Rubinstein to their Scientific Advisory Board. Dr. Adam Rubinstein is a board-certified plastic su |
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| January 17, 2024 |
Carmell Corp Announces Addition of Dr. Bradley Calobrace to Scientific Advisory Board Carmell Corp Announces Addition of Dr. Bradley Calobrace to Scientific Advisory Board PITTSBURGH, USA, January 16, 2024 /EINPresswire.com/ - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell” or the “Company”), today announced the addition of Dr. Bradley Calobrace to their Scientific Advisory Board. Dr. Calobrace is an internationally recognized |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 08, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 09, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 17, 2024 |
Carmell Corp Announces Addition of Dr. Sean Kelishadi to Scientific Advisory Board Carmell Corp Announces Addition of Dr. Sean Kelishadi to Scientific Advisory Board PITTSBURGH, USA, January 11, 2024 /EINPresswire.com/ - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell” or the “Company”), today announced the addition of Dr. Sean Kelishadi to their Scientific Advisory Board. Dr. Kelishadi is a Board-Certified Plastic Surgeon w |
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| January 17, 2024 |
Carmell Corp Announces Addition of Dr. Jason D. Bloom to Scientific Advisory Board Carmell Corp Announces Addition of Dr. Jason D. Bloom to Scientific Advisory Board PITTSBURGH, USA, January 8, 2024 /EINPresswire.com/ - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell” or the “Company”), today announced the addition of Dr. Jason D. Bloom to their Scientific Advisory Board (“SAB”). Dr. Bloom is an award winning, Ivy-League tra |
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| January 17, 2024 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 08, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| January 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission F |
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| January 5, 2024 |
Executive Employment Agreement between Carmell Corporation and Rajiv Shukla, dated December 29, 2023 Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement"), dated December 29, 2023, is made and entered into by and between CARMELL CORPORATION, a Delaware corporation (the "Company") and Rajiv Shukla ("Executive''), and will be deemed effective as of July 15, 2023 (the "Effective Date"), each of the Company and Executive a "party" and together, the "parties |
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| November 21, 2023 |
CTCX / Carmell Therapeutics Corp - Class A / Shukla Rajiv - SC 13G Passive Investment SC 13G 1 form4-rshukla112122.htm SC 13G SEC Form 4 FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL ☐ ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations ma |
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| November 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 15, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation) (Commission F |
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| November 16, 2023 |
Carmell Corp Announces Addition of Scott Frisch and Gilles Spenlehauer to Board of Directors Exhibit 99.1 Carmell Corp Announces Addition of Scott Frisch and Gilles Spenlehauer to Board of Directors Carmell Corporation (Nasdaq: CTCX), a human biomaterials company (“Carmell”), today announced the addition of two independent directors to their Board. Scott Frisch currently serves as Chief Operating Officer and Chief Financial Officer of AARP. AARP is the nation’s largest nonprofit, nonparti |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 Commission File Number: 000-56468 NOTIFICATION OF LATE FILING ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-k ☐ Transition Report on Form 10-Q ☐ Transition |
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| November 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 86-1645738 ( State or other jurisdiction of incorporation or organization) (I. |
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| October 25, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporati |
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| October 25, 2023 |
Axolotl Biologix, Inc. Financial Statements December 31, 2022 and 2021 Exhibit 99.2 Axolotl Biologix, Inc. Financial Statements December 31, 2022 and 2021 Table of Contents Report of Independent Registered Public Accounting Firm 1 Financial Statements: Balance Sheets as of December 31, 2022 and 2021 2 Statements of Operations for the years ended December 31, 2022 and 2021 3 Statements of Changes in Stockholder’s Deficit for the years ended December 31, 2022 and 2021 |
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| October 25, 2023 |
Exhibit 99.1 Axolotl Biologix, Inc. Unaudited Condensed Financial Statements For the Six Months Ended June 30, 2023 and 2022 Index to Condensed Financial Statements Financial Statements Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 3 Condensed Statements of Income for the six months ended June 30, 2023 (unaudited) and 2022 (unaudited) 4 Condensed Statements of Chan |
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| October 25, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report unless defined below. As used in this unaudited pro forma condensed combined financial information, “Carmell” refers to Carmell Therapeutics Corporation prior to the Business Combination. On July 14, 2023 (“Closin |
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| September 6, 2023 |
Exhibit 99.1 Carmell Corporation Announces Completion of Post-Merger Integration with Axolotl Biologix and New Organizational Structure Aligned with Focus on Aesthetics September 5, 2023 PITTSBURGH—(BUSINESS WIRE)—Carmell Corporation (Nasdaq: CTCX) (“Carmell”), a regenerative care company, today announced the completion of post-merger integration with Flagstaff-based Axolotl Biologix, a profitable |
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| September 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 31, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation) (Commission Fil |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporatio |
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| August 15, 2023 |
Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CARMELL THERAPEUTICS CORP. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes included as exhibits or incorporated by reference into the Current Report on Form 8-K, as amended (the |
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| August 15, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report, unless defined below. As used in this unaudited pro forma condensed combined financial information, “Carmell” refers to Carmell Therapeutics Corporation prior to the Business Combination. The unaudited pro forma |
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| August 15, 2023 |
Exhibit 99.1 CARMELL THERAPEUTICS CORPORATION CONDENSED FINANCIAL STATEMENTS TABLE OF CONTENTS Page Condensed Balance Sheets at June 30, 2023 (Unaudited) and December 31, 2022 F-2 Unaudited Condensed Statements of Operations for the Six Months Ended June 30, 2023 and 2022 F-3 Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Six Months Ended June 30, 2023 and 2022 F-4 Unau |
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| August 14, 2023 |
EX-10.7 Exhibit 10.7 CARMELL THERAPEUTICS CORPORATION INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Carmell Therapeutics Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHER |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation) (Commission File |
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| August 14, 2023 |
EX-10.6 Exhibit 10.6 INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of July 14, 2023, by and among Carmell Therapeutics Corporation (f/k/a Alpha Healthcare Acquisition Corp. III), a Delaware corporation, (the “Company”) and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinaft |
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| August 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Carmell Corporation (Exact name of registrant as specified i |
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| August 14, 2023 |
EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of August 9, 2023 by and among Carmell Corporation, a Delaware corporation (“Carmell”), Aztec Merger Sub, Inc., a Delaware corporation and wholly- owned direct subsidiary of Carmell (“Merger Sub”), and Axolotl Bio |
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| August 14, 2023 |
EX-3.1 Exhibit 3.1 CARMELL THERAPEUTICS CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE VOTING PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW CARMELL THERAPEUTICS CORPORATION, a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the |
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| August 14, 2023 |
EX-99.1 Exhibit 99.1 Carmell Announces Successful Closing of Merger with Axolotl Biologix and Launch of a New Brand Identity August 9, 2023 PITTSBURGH & FLAGSTAFF, Ariz.—(BUSINESS WIRE)—Carmell Corporation (Nasdaq: CTCX) (“Carmell”), a regenerative care company today announced the successful closing of the previously announced merger with Flagstaff-based Axolotl Biologix, a profitable regenerative |
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| August 7, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on August 7, 2023 Registration No . |
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| August 7, 2023 |
Form of Investor Rights and Lock-up Agreement. Exhibit 10.1 INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of July 14, 2023, by and among Carmell Therapeutics Corporation (f/k/a Alpha Healthcare Acquisition Corp. III), a Delaware corporation, (the “Company”) and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becom |
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| August 7, 2023 |
EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Carmell Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0. |
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| August 1, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 26, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation) (Commission File |
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| August 1, 2023 |
Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AGREEMENT AND PLAN OF MERGER BY AND AMONG CARMELL THERAPEUTICS CORPORATION, AZTEC MERGER SUB, INC., AND AXOLOTL BIOLOGIX, INC. DATED AS OF JULY 26, 2023 TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINI |
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| August 1, 2023 |
Exhibit 99.2 BACKGROUND/TIMELINE 1. Alpha Healthcare Acquisition Corp. III (Nasdaq: ALPA) announced execution of definitive Merger Agreement with Carmell Therapeutics on Jan 4, 2023 2. Began due diligence and negotiations for potential bolt-on acquisition of Axolotl Biologix on March 20, 2023 3. Announced non-binding LOI with Axolotl Biologix on June 27, 2023 4. ALPA/Carmell merger successfully cl |
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| August 1, 2023 |
Exhibit 99.1 Carmell Therapeutics Announces Merger with Axolotl Biologix, a Profitable Regenerative Medicine Company July 27, 2023 PITTSBURGH, PA & FLAGSTAFF, AZ (BUSINESS WIRE): Carmell Therapeutics Corporation (Nasdaq: CTCX) (“Carmell”), a regenerative medicine company today announced the execution of a definitive agreement and plan of merger (the “Merger Agreement”) with Flagstaff-based Axolotl |
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| August 1, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARMELL THERAPEUTICS CORPORATION a Delaware corporation Carmell Therapeutics Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify: 1. That the name of the Co |
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| July 20, 2023 |
EX-21.1 Exhibit 21.1 Subsidiaries of Carmell Therapeutics Corporation Carmell Regen Med Corporation |
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| July 20, 2023 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report, unless defined below. As used in this unaudited pro forma condensed combined financial information, “Carmell” refers to Carmell Therapeutics Corporation prior to the Business Combination. The unaudited pr |
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| July 20, 2023 |
EX-99.2 Exhibit 99.2 Alpha Healthcare Acquisition Corp. III Announces Successful Closing of Business Combination with Carmell Therapeutics Corporation July 14, 2023 03:12 PM Eastern Daylight Time NEW YORK & PITTSBURGH—(BUSINESS WIRE)—Alpha Healthcare Acquisition Corp. III (Nasdaq: ALPA) (“ALPA”), a special purpose acquisition company led by Mr. Rajiv Shukla, today announced the successful completi |
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| July 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 CARMELL THERAPEUTICS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation) (Com |
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| July 20, 2023 |
EX-3.2 Exhibit 3.2 BYLAWS OF CARMELL THERAPEUTICS CORPORATION ARTICLE I – MEETINGS OF STOCKHOLDERS Section 1.1 Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Delaware as shall be designated by the Board of Directors or the person or persons calling the meeting. The Board of Directors may in its sole discretion, determine that the meeting |
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| July 20, 2023 |
EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPHA HEALTHCARE ACQUISITION CORP. III July 14, 2023 Alpha Healthcare Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Alpha Healthcare Acquisition Corp. III”. The original certificat |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorp |
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| July 10, 2023 |
Exhibit 10.1 Execution Version Date: July 9, 2023 To: Alpha Healthcare Acquisition Corp. III, a Delaware corporation (“Alpha” or “ALPA”) and Carmell Therapeutics Corporation, a Delaware corporation (“Target”). Address: 1177 Avenue of the Americas, 5th Floor New York, New York 10036 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) and (iii) Meteor |
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| July 10, 2023 |
Non-Redemption Agreement, dated July 9, 2023 EX-10.2 Exhibit 10.2 Execution Version NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of July 9, 2023, is made by and among Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company” or “ALPA”), and the Backstop Investor (as defined below). WHEREAS, the Company is a special purpose acquisition company whose Class A Common Stock (“Common Stock |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorp |
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| July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorp |
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| July 6, 2023 |
Carmell Therapeutics Merger With Alpha Healthcare Acquisition Corp III (Nasdaq: ALPA) July 6, 2023 Exhibit 99.1 Carmell Therapeutics Merger With Alpha Healthcare Acquisition Corp III (Nasdaq: ALPA) July 6, 2023 PRESENTERS Rajiv Shukla Chairman & CEO, Alpha Healthcare Acquisition Corp. III Executive Chairman of “New Carmell” • 4-time public company CEO, since 2013 • Served as Director on the Boards of 14 companies • Raised $500+ million via IPO+PIPE as CEO since 2017 • Closed ~$65 billion in hea |
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| July 6, 2023 |
EX-99.2 Exhibit 99.2 Kristina: Live from NASDAQ’s MarketSite. I’m your host, Kristina Ayanian, and joining me today is Chairman and CEO of the Alpha Healthcare SPACs, Rajiv Shukla. Rajiv, thank you so much for joining us. Rajiv: Thanks for having me. Kristina. Kristina: Let’s talk about your background. You have over 25 years, an extensive period of time in M&A. Talk a little about your investment |
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| July 6, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of in |
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| June 27, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of i |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incor |
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| June 27, 2023 |
Alpha Healthcare Acquisition Corp. III Announces EX-99.1 Exhibit 99.1 Alpha Healthcare Acquisition Corp. III Announces Non-Binding Letter of Intent to Acquire a Commercial Stage Regenerative Medicine Company Conditioned Upon Closing of Carmell Business Combination June 27, 2023 NEW YORK—Alpha Healthcare Acquisition Corp. III (Nasdaq: ALPA) (“ALPA”), a special purpose acquisition company led by Mr. Rajiv Shukla, today announced the execution of a |
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| June 23, 2023 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-269773 PROXY STATEMENT FOR SPECIAL MEETING OF ALPHA HEALTHCARE ACQUISITION CORP. III PROSPECTUS FOR 15,000,000 SHARES OF CLASS A COMMON STOCK All of the members of the board of directors of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (“ALPA”), voting on the transaction approved the Business Combination Agree |
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| June 22, 2023 |
CORRESP Alpha Healthcare Acquisition Corp. III 1177 Avenue of the Americas, 5th Floor New York, New York 10036 June 22, 2023 VIA EDGAR Michael Fay Brian Cascio Jessica Ansart Katherine Bagley Office of Industrial Applications and Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Alpha Healthcare Acquisition Corp. III Acce |
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| June 21, 2023 |
Form of Proxy for Stockholders of Alpha Healthcare Acquisition Corp. III EX-99.1 4 d444985dex991.htm EX-99.1 Exhibit 99.1 PRELIMINARY PROXY SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALPHA HEALTHCARE ACQUISITION CORP. III P R O X Y C A R D The undersigned appoints Rajiv Shukla as proxy, with the power to appoint a substitute, and hereby authorizes such person to represent and to vote, as designated on the reverse side |
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| June 21, 2023 |
S-4/A Table of Contents As filed with the Securities and Exchange Commission on June 20, 2023 Registration No. |
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| June 20, 2023 |
SEC Response Letter June 20, 2023 Michael Fay Brian Cascio Jessica Ansart Katherine Bagley Office of Industrial Applications and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| June 8, 2023 |
EX-10.33 2 d444985dex1033.htm EX-10.33 Exhibit 10.33 COMMON STOCK PURCHASE AGREEMENT Dated as of May [], 2023 by and among ALPHA HEALTHCARE ACQUISITION CORP. III CARMELL THERAPEUTICS CORPORATION and [] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 3 Section 2.1. Purchase and Sale of Stock 3 Section 2.2. Closing; Closing Date 3 Section 2.3. Initial Publ |
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| June 8, 2023 |
SEC Response Letter June 8, 2023 Michael Fay Brian Cascio Jessica Ansart Katherine Bagley Office of Industrial Applications and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| June 8, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on June 8 , 2023 Registration No. |
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| May 26, 2023 |
2009 Equity Incentive Plan of Carmell Therapeutics Corporation Exhibit 10.2 CARMELL THERAPEUTICS CORPORATION 2009 STOCK INCENTIVE PLAN 1. Purpose of the Plan. The purpose of the CarMell Therapeutics Corporation 2009 Stock Incentive Plan (the “Plan”) is to promote the interests of CarMell Therapeutics Corporation (the “Company”), any of its subsidiaries and its stockholders by (i) attracting and retaining employees, officers, directors, consultants and advisor |
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| May 26, 2023 |
EX-99.11 Exhibit 99.11 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration St |
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| May 26, 2023 |
EX-99.9 Exhibit 99.9 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Stat |
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| May 26, 2023 |
Exhibit 99.7 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) |
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| May 26, 2023 |
Subsidiaries of Alpha Healthcare Acquisition Corp. III Exhibit 21.1 Subsidiaries of ALPA Candy Merger Sub, Inc., a Delaware corporation |
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| May 26, 2023 |
Exhibit 10.32 Term Sheet for an Equity Line of Credit The purpose of this letter is to set forth the indicative terms pursuant to which, subject to certain conditions set forth herein, the Investor (defined on signature page) would invest in certain securities of the Company (defined below). The terms and conditions set forth herein are subject to change and this letter does not constitute an offe |
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| May 26, 2023 |
Exhibit 99.3 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) |
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| May 26, 2023 |
EX-99.5 Exhibit 99.5 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Stat |
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| May 26, 2023 |
Exhibit 99.6 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) |
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| May 26, 2023 |
EX-99.4 Exhibit 99.4 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Stat |
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| May 26, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on May 26, 2023 Registration No. |
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| May 26, 2023 |
CORRESP May 26, 2023 Michael Fay Brian Cascio Jessica Ansart Celeste Murphy Office of Industrial Applications and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| May 26, 2023 |
Exhibit 99.8 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) |
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| May 26, 2023 |
Exhibit 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2023, by and between Carmell Therapeutics Corporation, a Delaware corporation (the “Corporation”), and [•] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate |
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| May 26, 2023 |
EX-99.10 Exhibit 99.10 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration St |
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| May 16, 2023 |
CORRESP Goodwin Procter LLP 620 Eighth Avenue New York, NY 10018 T: 212.813.8800 goodwinprocter.com May 16, 2023 VIA EDGAR Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Alpha Healthcare Acquisition Corp. III Form 10-K for the year ended December 31, 2022 Filed March 17, 2023 File No. 001-4 |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001- |
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| May 15, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Alpha Healthcare Acquisition Corp. III (Exact name of regis |
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| May 8, 2023 |
CORRESP May 5, 2023 Michael Fay Brian Cascio Jessica Ansart Celeste Murphy Office of Industrial Applications and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| May 5, 2023 |
Form of Investor Rights Agreement Exhibit 10.7 INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [•], 2023, by and among Carmell Therapeutics Corporation (f/k/a Alpha Healthcare Acquisition Corp. III), a Delaware corporation, (the “Company”) and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a |
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| May 5, 2023 |
As filed with the Securities and Exchange Commission on May 5, 2023 S-4/A Table of Contents As filed with the Securities and Exchange Commission on May 5, 2023 Registration No. |
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| May 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorpo |
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| May 2, 2023 |
425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of inc |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 (March 29, 2023) ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jur |
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| March 23, 2023 |
CORRESP March 23, 2023 Michael Fay Al Pavot Margaret Schwartz Celeste Murphy Office of Industrial Applications and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N. |
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| March 23, 2023 |
EX-10.8 Exhibit 10.8 LICENSE AGREEMENT Carnegie Mellon University - CarMell, LLC This Agreement (hereinafter “this Agreement”) entered into as of January 30, 2008 (“Effective Date”) by and between Carnegie Mellon University, a Pennsylvania not-for-profit corporation, having a principal place of business at 5000 Forbes Avenue, Pittsburgh, PA (“Carnegie Mellon”) and CarMell, LLC, a limited liability |
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| March 23, 2023 |
EX-10.21 Exhibit 10.21 OFFICE LEASE AGREEMENT between RJ EQUITIES LP (Landlord) and CARMELL THERAPEUTICS CORPORATION (Tenant) Dated: March 27, 2017 TABLE OF CONTENTS ARTICLE 1. BASIC TERMS 1 ARTICLE 2. PREMISES 2 ARTICLE 3. TERM AND COMMENCEMENT 3 ARTICLE 4. CONSTRUCTION OF PREMISES 4 ARTICLE 5. BASE RENT 6 ARTICLE 6. RENT ESCALATION 6 ARTICLE 7. LATE PAYMENT 9 ARTICLE 8. USE OF PREMISES 10 ARTICL |
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| March 23, 2023 |
EX-10.18 Exhibit 10.18 SCHEDULE 10.18 Carmell Therapeutics Corporation AMENDED AND RESTATED CONSULTANT AGREEMENT This Amended and Restated Consultant Agreement (“Agreement”) is entered into as of December 15, 2020 (the “Effective Date”) by and between Carmell Therapeutics Corporation (“Carmell”), with offices at 2403 Sidney Street, Suite 300, Pittsburgh, Pennsylvania, 15203 and Donna Godward (“Con |
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| March 23, 2023 |
EX-10.15 Exhibit 10.15 SCHEDULE 10.15 Carmell Therapeutics Corporation AMENDED AND RESTATED II CONSULTANT AGREEMENT This Amended and Restated Consultant Agreement (“Agreement”) is entered into as of December 15, 2020 (the “Effective Date”) by and between Carmell Therapeutics Corporation (“Carmell”), with offices at 2403 Sidney Street, Suite 300, Pittsburgh, Pennsylvania, 15203 and Dr. James Hart ( |
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| March 23, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on March 23 , 2023 Registration No. |
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| March 23, 2023 |
EX-10.25 Exhibit 10.25 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC |
