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.