Carmell Therapeutics Corporation (NasdaqCM:CTCX) entered into a definitive agreement to acquire Axolotl Biologix, Inc. on July 26, 2023. Consideration will be paid as $8 million in cash and and $57 million of shares, plus up to $75 million in potential Milestone Equity Payments. Transaction is subject to completion of customary approvals and other customary conditions. Upon Closing, Axolotl will operate as wholly-owned subsidiary of Carmell and employees are expected to remain with Carmell. Josh Sandberg shall serve as Strategic Advisor to the Executive Chairman of Carmell. As of June 30, 2023, Axolotl achieved approximately $50 million of net revenue and approximately $5 million of EBITDA. Jocelyn Arel of Goodwin Procter LLP acted as legal counsel to Carmell. Randall J. Poelma, Jr. of Doyen Sebesta & Poelma LLP acted as legal counsel to Axolotl. Cabrillo Advisors acted as financial advisor to Carmell.

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.