Carmell Therapeutics Corporation completed the acquisition of Axolotl Biologix, Inc.
Carmell Therapeutics Corporation (NasdaqCM:CTCX) completed the acquisition of Axolotl Biologix, Inc. on August 9, 2023. The consideration consists of $8 million in cash and $57 million in CTCX common and preferred shares. The $8 million in initial cash consideration is due on completion of certain Conditions Subsequent to Closing. Additionally, up to $75 million in potential milestone equity payments (structured as 12% cash and 88% in CTCX stock) linked with the achievement of certain revenue and business milestones are: (i) $10 million on achievement of $60 million in FY23 audited revenue, (ii) $10 million on achievement of $80 million in FY23 audited revenue, (iii) $10 million on achievement of 10% penetration or at least $10 million in booked TTM sales within 3 years of Closing for the Group Purchasing contract executed in Q2 FY23, (iv) $5 million on execution of a National Purchasing Contract within 18 months of Closing and (v) $40 million on achievement of certain clinical milestones. Carmell also announced a change in its corporate identity from ?Carmell Therapeutics Corporation? to ?Carmell Corporation? and a new brand logo to reflect its broader focus on non-therapeutic indications in aesthetics. In connection with the closing of the Acquisition, the Company issued 3,845,337 shares of its common stock, par value $0.0001 per share, and 4,243 shares of a newly designated series of Series A Convertible Voting Preferred Stock, $0.0001 par value per share. The number of shares of Common Stock issued at the Closing is limited to 19.99% of the total number of shares of Carmell Therapeutics s Common Stock issued and outstanding immediately prior to the Closing.