Longevity Health Holdings Inc (CTCX) News & EventsCTCXLongevity Health Holdings Inc

Carmell Therapeutics enters definitive agreement to acquire Elevai Skincare

Carmell Corporation (CTCX) announced that it entered into a definitive purchase agreement with PMGC Holdings (ELAB) and its wholly owned subsidiary, Elevai Skincare, to acquire the assets related to its skincare and haircare business. The purchase consideration for the Acquisition is as follows: Approximately $1.1 million in Carmell common stock at the closing of the Acquisition; Approximately $57,000 in cash upon the sale of specified inventory existing as of the Closing; Contingent earnout consideration consisting of: 5% of net sales from Elevai's existing products paid annually during the 5-year period following the Closing, and a one-time milestone payment of $500,000 if Elevai's hair and scalp products achieve $500,000 in net revenue within 24 months following the Closing; and Carmell's assumption of contractual liabilities and trade payables of Elevai at the Closing. As part of the Acquisition, Carmell expects to acquire the following assets of Elevai: Product portfolio with trailing twelve-month revenue of approximately $2.5 million; Commercial and product development team; Finished and work-in-process inventory of approximately $1.0 million; and Accounts receivable of approximately $0.03 million.

Carmell Therapeutics to sell 8.065M shares at 23c in private placement

Carmell entered into a securities purchase agreement with new and existing investors for the issuance and sale of 8,065,210 shares of its common stock and an equal number of five-year warrants, both priced at $0.23 per share, in a private placement for aggregate gross proceeds of $1.85 million before deducting offering expenses and fees. The warrants, if exercised, will result in an additional $1.85 million in proceeds to Carmell. The Private Placement was priced at a slight premium to the CTCX closing price on December 23, 2024. Following the closing of the Private Placement, Carmell will have approximately 29 million shares of common stock outstanding. The warrants may be exercised on the trading day immediately following the Stockholder Approval Date and any time thereafter until the fifth anniversary of the warrant issue date to purchase up to an aggregate of 8,065,210 shares of CTCX common stock at an exercise price of $0.23 per share. The closing of the Private Placement is subject to customary closing conditions. Brookline Capital Markets, a division of Arcadia Securities served as the exclusive placement agent for the Private Placement.