Announcement • Sep 13
Longevity Health Holdings Receives Written Notice from the Nasdaq Stock Market On September 10, 2025, Longevity Health Holdings, Inc. received written notice from the Nasdaq Stock Market LLC indicating that the Company had not cured the previously reported deficiency with respect to Nasdaq Listing Rule 5550(b)(2) and as a result, the Panel determined to delist the Company’s securities from the Nasdaq Capital Market at the open of trading on September 12, 2025. The Company’s common stock and warrants began trading publicly on the over-the-counter markets operated by OTC Markets Group, Inc. at the open of trading on September 12, 2025. The transition to the OTC marketplace is not expected to affect the Company’s operations. The Company will continue to file periodic and other required reports pursuant to the Securities Exchange Act of 1934, as amended, with the U.S. Securities and Exchange Commission (the “SEC”). The Company believes that the OTC marketplace will continue to provide liquidity for stockholders during this transitional period. Notwithstanding the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to continue to pursue the previously disclosed merger with True Health Inc., as well as the listing of the combined company’s securities on Nasdaq. Announcement • Jul 15
True Health Inc. entered into definitive merger agreement acquire Longevity Health Holdings, Inc. (NasdaqCM: XAGE) in a reverse merger transaction . True Health Inc. entered into definitive merger agreement to acquire Longevity Health Holdings, Inc. (NasdaqCM: XAGE) in a reverse merger transaction on July 14, 2025. The consideration consists of issue of 19.7 million common stock of Longevity Health Holdings, Inc. and 6.7 million common stock of Longevity Health Holdings, Inc based on the performance as earnout shares. Rajiv Shukla, Chairman and CEO of Longevity, will serve as Executive Chairman, and George Chi, Founder and CEO of THPlasma, will be appointed as Co-Chairman and CEO post-Closing. Following the closing of the Merger, the combined company is expected to continue to trade on Nasdaq under the symbol “XAGE.”
The transaction is subject to approval of offer by Longevity Health Holdings, Inc and True Health Inc, listing / approval of new shares on stock exchange, Registration Statement (as defined below) having become effective in accordance with the provisions of the Securities Act of 1933 and executed Lock-Up Agreements having been delivered to Longevity Health and True Health, respectively. The deal has been unanimously approved by the board of directors of Longevity Health and True Health. The transaction is expected to close in the fourth quarter of 2025.
Michael A. Hedge of K&L Gates LLP acted as legal advisor to Longevity Health Holdings, Inc. Trent Andrews and Ruba Qashu of Procopio Cory Hargreaves & Savitch LLP acted as legal advisor to True Health Inc. Bodmer Price & Light, LLC acted as financial advisor and Fairness opinion provider to Longevity Health Holdings, Inc. Announcement • May 22
Nasdaq Grants Longevity Health Holdings, Inc. Requests to Continue Listing Longevity Health Holdings, Inc. received a favorable decision from the Nasdaq Hearings Panel granting the company's request to continue its listing on Nasdaq subject to the satisfaction of the Nasdaq initial listing rules for the combined company following the proposed merger with 20/20 BioLabs on or before September 2, 2025. This decision follows the panel's review of the company's recent business developments, financial disclosures, and proposed merger with 20/20. As part of its strategic plan, Longevity presented its intention to merge with 20/20 and effect a 1-for-30 reverse stock split to address Nasdaq's listing requirements. The company filed the S-4 registration statement for the proposed merger on May 8, 2025 and effected the reverse stock split on May 12, 2025. Announcement • Apr 03
Longevity Health Holdings Provides Nasdaq Non-Compliance Letter As previously disclosed, on September 30, 2024, Longevity Health Holdings, Inc., a Delaware corporation (the Company"), was notified by the Listing Qualifications Department (the Department") of the Nasdaq Stock Market LLC (Nasdaq") that, based upon the closing bid price of the Company's common stock for the 31 consecutive business days from August 15, 2024 to September 27, 2024, the Company no longer met the requirement to maintain a minimum bid price of $1 per share as set in Nasdaq Listing Rule 5550(a)(2) (the Minimum Bid Price Requirement"). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq provided the Company with 180 calendar days, or until March 31, 2025 (the Compliance Date"), to regain compliance with the Minimum Bid Price Requirement. On April 1, 2025, the Company received a determination letter (the Determination Letter") from the Department notifying the Company that it had failed to regain compliance with the Minimum Bid Price Requirement by the Compliance Date (the Minimum Bid Price Deficiency") and that the Nasdaq Hearings Panel (the Panel") will consider the Minimum Bid Price Deficiency in rendering its determination regarding the Company's continued listing on the Nasdaq Capital Market at the hearing scheduled to occur on April 15, 2025 (the Hearing") with respect to the Company's inability to regain compliance with the $35 million minimum market value of listed securities required for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the MVLS Requirement"). The Determination Letter stated that the Minimum Bid Price Deficiency serves as an additional basis for delisting the Company's securities from the Nasdaq Capital Market, and that Panel will consider the Minimum Bid Price Deficiency at the Hearing in their decision regarding the Company's continued listing on the Nasdaq Capital Market. As part of the Hearing, the Company intends to seek, subject to the Panel's discretion, an extension to regain compliance with the MVLS Requirement and the Minimum Bid Price Requirement. Despite these efforts, there can be no assurance that the Panel will grant the Company an additional extension period, that the Company will ultimately regain compliance with all applicable requirements for continued listing on the Nasdaq Capital Market or that the Company will be determined by the Panel to have regained compliance by the end of any additional extension period. Announcement • Mar 06
Nasdaq to Suspend Trading of Carmell Common Shares Effective March 11, Intends to Appeal Nasdaq's Decision As previously disclosed, on August 30, 2024, Carmell Corporation, a Delaware corporation (the Company"), received a letter from the Listing Qualifications Department (the Department") of The Nasdaq Stock Market LLC (Nasdaq"), notifying the Company that, from July 15, 2024 to August 29, 2024, the Company's Market Value of Listed Securities (the MVLS") was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the MVLS Requirement"). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq provided the Company with 180 calendar days, or until February 26, 2025 (the Compliance Date"), to regain compliance with the MVLS Requirement. On March 4, 2025, the Company received written notice from the Department notifying the Company that it had failed to regain compliance with the MVLS Requirement by the Compliance Date. As such, unless the Company requests an appeal of Nasdaq's determination to delist the Company's securities from the Nasdaq Capital Market by March 11, 2025, trading of the Company's common stock will be suspended at the opening of business on March 13, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission (the SEC"), which will remove the Company's securities from listing and registration on Nasdaq. The Company intends to appeal Nasdaq's decision, but no guarantee can be provided that it will be successful in doing so and that its securities will continue to be listed on the Nasdaq Capital Market. A request for an appeal will stay the delisting of the Company's securities pending Nasdaq's decision. Announcement • Jan 25
Carmell Corporation Announces CEO Changes On January 20, 2025, Carmell Corporation and Kendra Bracken-Ferguson mutually agreed that Ms. Bracken-Ferguson would no longer serve as the Chief Executive Officer of the Company effective as of January 20, 2025. Effective as of January 24, 2025, the Company's Board of Directors appointed Rajiv Shukla, the Company's current Executive Chairman, as the Chief Executive Officer of the Company. Mr. Shukla will continue to serve in his role as Executive Chairman. Rajiv Shukla, age 50, has served as the Company's Chairman since inception and first served as its Chief Executive Officer until Ms. Bracken-Ferguson's appointment in July 2024. Additional biographical information
regarding Mr. Shukla can be found under Proposal 1: Election of Directors Continuing Directors" of the Company's definitive proxy statement filed with the SEC on June 14, 2024, which is incorporated herein by reference. Announcement • Dec 26
Carmell Corporation announced that it expects to receive $1.854998 million in funding Carmell Corporation announced it entered into a securities purchase agreement with new and existing investors on December 24, 2024. The company will issue 8,065,210 shares and 8,065,210 five-year warrants, at a price of $0.23 per share for aggregate gross proceeds of $1,854,998.3. Brookline Capital Markets, a division of Arcadia Securities, LLC, served as the exclusive placement agent. Announcement • Oct 16
Carmell Corporation has withdrawn its Follow-on Equity Offering. Carmell Corporation has withdrawn its Follow-on Equity Offering.
Security Name: Common Stock
Security Type: Common Stock
Securities Offered: 3,976,997 Announcement • Oct 04
Carmell Receives Notice from Nasdaq Regarding Non-Compliance with the Minimum Bid Price Requirement under Nasdaq Listing Rule 5550(a)(2) On September 30, 2024, Carmell Corporation (the ‘Company’) received a letter (the ‘Notice’) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (‘Nasdaq’), notifying the Company that, based upon the closing bid price of the Company’s common stock for the 31 consecutive business days from August 15, 2024 to September 27, 2024, the Company no longer meets the requirement to maintain a minimum bid price of $1 per share, as set forth in Nasdaq Listing Rule 5550(a)(2) (the ‘Minimum Bid Price Requirement’). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), Nasdaq has provided the Company with 180 calendar days, or until March 31, 2025 (the ‘Compliance Date’), to regain compliance with the Minimum Bid Price Requirement. To regain compliance, the closing bid price of the Company’s common stock must be at least $1 per share for a minimum of ten consecutive business days at any time during this 180-day period, after which Nasdaq will provide written confirmation of compliance to the Company and the matter will be closed. If the Company does not regain compliance with the Minimum Bid Price Requirement by the Compliance Date, Nasdaq may grant the Company an additional compliance period of 180 calendar days to regain compliance with the Minimum Bid Price Requirement if the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and provides written notice to Nasdaq of its intent to cure the deficiency during this second compliance period. However, if it appears to the Nasdaq staff that the Company will not be able to cure the deficiency or if the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day compliance period, Nasdaq will provide notice to the Company that its common stock will be subject to delisting. At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel. The Notice has no immediate effect on the listing of the Company’s common stock or redeemable warrants, which will continue to trade on The Nasdaq Capital Market under the symbols ‘CTCX’ and ‘CTCXW’, respectively, subject to the Company’s compliance with the other continued listing requirements of The Nasdaq Capital Market. The Company is considering available options to regain compliance with the Minimum Bid Price Requirement. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price Requirement. Announcement • Sep 01
Carmell Receives Letter from Nasdaq Regarding Non-Compliance with the Market Value of Listed Securities Requirement On August 30, 2024, Carmell Corporation (the ‘Company’) received a letter (the ‘Notice’) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (‘Nasdaq’), notifying the Company that it is not in compliance with Nasdaq Listing Rule 5550(b)(2) as a result of the Company’s Market Value of Listed Securities (the ‘MVLS’) falling below the minimum of $35 million required for continued listing on The Nasdaq Capital Market (the ‘MVLS Requirement’) from July 15, 2024 to August 29, 2024. In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq has provided the Company with 180 calendar days, or until February 26, 2025 (the ‘Compliance Date’), to regain compliance with the MVLS Requirement. To regain compliance during the 180-day period, the Company’s MVLS must be at least $35 million for a minimum of ten consecutive business days at any time during this period, after which Nasdaq will provide written confirmation of compliance to the Company and the matter will be closed. If the Company does not regain compliance with the MVLS Requirement by the Compliance Date, or qualify under an alternative listing standard, the Company will receive written notification from Nasdaq that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel. The Notice has no immediate effect on the listing of the Company’s common stock or redeemable warrants, which will continue to trade on The Nasdaq Capital Market under the symbols ‘CTCX’ and ‘CTCXW’, respectively, subject to the Company’s compliance with the other continued listing requirements of The Nasdaq Capital Market. The Company is considering available options to regain compliance with the MVLS Requirement. However, there can be no assurance that the Company will be able to regain compliance with the MVLS Requirement. New Risk • Aug 16
New major risk - Financial position The company has less than a year of cash runway based on its current free cash flow trend. Free cash flow: -US$9.6m This is considered a major risk. With less than a year's worth of cash, the company will need to raise capital or take on debt unless its cash flows improve. This would dilute existing shareholders or increase balance sheet risk. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$9.6m free cash flow). Share price has been highly volatile over the past 3 months (16% average weekly change). Negative equity (-US$1.4m). Revenue is less than US$1m (US$12k revenue). Minor Risks Shareholders have been diluted in the past year (11% increase in shares outstanding). Market cap is less than US$100m (US$20.0m market cap). Announcement • Jul 29
Carmell Corporation Appoints Kendra Bracken-Ferguson as Chief Executive Officer Effective July 30, 2024 Carmell Corporation announced the appointment of Ms. Kendra Bracken-Ferguson as Chief Executive Officer effective July 30, 2024. Under Kendra's leadership, Carmell aims to accelerate the growth of its brand, Carmell Secretome™ and expand its portfolio of beauty and wellness brands through strategic investments and acquisitions. Kendra has over 20 years of experience in the beauty and wellness industry. Kendra began her career with the Indiana Pacers followed by a trajectory to senior leadership as Vice President of Digital Marketing at Fleishman-Hillard and the first Director of Digital Media at Polo Ralph Lauren before co-founding Digital Brand Architects (“DBA”), her own influencer talent agency in 2010. At the time of its acquisition by United Talent Agency in 2019, DBA had grown to represent more than 140 top social media influencers with a following of more than 200 million. She also founded the BrainTrust Agency that was acquired by CAA-GBG, one of the leading brand management agencies in the world, in 2017. She served as Chief Digital Officer of CAA-CBG following the acquisition. She also founded BrainTrust Founders Studio. She was co-founder and a General Partner at BrainTrust Fund I, a beauty and wellness venture fund. Announcement • Jun 18
Carmell Corporation, Annual General Meeting, Jul 12, 2024 Carmell Corporation, Annual General Meeting, Jul 12, 2024. New Risk • May 17
New major risk - Negative shareholders equity The company has negative equity. Total equity: -US$1.4m This is considered a major risk. Being in negative equity means that the company's liabilities exceed its assets, meaning it owes more to creditors than it has in owned assets. While this doesn't mean the company is about to collapse, in the long-term, this is unsustainable. The company may have issues meeting financial obligations, is at risk of becoming insolvent and may have difficulty raising capital, especially more debt, if needed. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (20% average weekly change). Negative equity (-US$1.4m). Shareholders have been substantially diluted in the past year (85% increase in shares outstanding). Revenue is less than US$1m. Minor Risk Market cap is less than US$100m (US$61.4m market cap). Announcement • Apr 12
Carmell Corporation announced that it has received $3 million in funding On April 11, 2024, Carmell Corporation closed the transaction. Announcement • Apr 05
Carmell Corporation announced that it expects to receive $3 million in funding Carmell Corporation announced it has entered into a securities purchase agreement with new and existing investors for the issuance aggregate of 1,331,452 shares at a price of $2.25 per common share and shares at a price of $2.88 per common share for aggregate gross proceeds of $3,000,000 on April 4, 2024. The transaction included participation from Chief Executive Officer of the Company for shares at a price of $2.88 per common share. The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. New Risk • Apr 02
New major risk - Revenue size The company makes less than US$1m in revenue. This is considered a major risk. Companies with a small amount of revenue are most likely businesses that have not yet released a product to market or are simply a very small company without a wide reach. Either way, risk is elevated with these companies because there is a chance the product may not come to fruition or the company's addressable market or demand may not be as large as expected. In addition, if the company's size is the main factor, it is less likely to have many investors and analysts following it and scrutinizing its performance and outlook. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-US$8.4m free cash flow). Share price has been highly volatile over the past 3 months (21% average weekly change). Shareholders have been substantially diluted in the past year (61% increase in shares outstanding). Revenue is less than US$1m. Minor Risk Market cap is less than US$100m (US$57.7m market cap). Announcement • Mar 21
An undisclosed buyer entered into a a definitive agreement to acquire Axolotl Biologix, Inc. from Carmell Corporation (NasdaqCM:CTCX) ). An undisclosed buyer entered into a a definitive agreement to acquire Axolotl Biologix, Inc. from Carmell Corporation (NasdaqCM:CTCX) on March 20, 2024. The consideration consists of 3,845,337 shares of Carmell common stock, 4,243 shares of Carmell preferred stock and notes payable to the initial sellers in the aggregate amount of $8 million. Announcement • Feb 27
Carmell Announces Product Development Completed for G.L.E.E. Launch in March 2024 Carmell Corporation announced that they have completed product development of their Gold Limited Edition Exclusive (G.L.E.E.E.) product for commercial launch in March 2024. Additionally, the Company is in advanced stages of development and testing of 9 other skincare products anticipated to launch over Spring and Summer 2024. The Carmell skincare product portfolio: Carmell G.L.E. - limited edition exclusive product by invitation only. Launching in March 2024. Youth Restoring formula - daily cream to reduce the appearance of wrinkles and blemishes. Treatment Enhancing formula - for use by professional care providers to soothe and repair the skin barrier following aesthetic treatments. Rapid Recovery formula - for use by Professional care providers to accelerate recovery. Undereye AM formula - reduce the appearance of dark circles and crepey skin as well as photoprotection during the daytime. Undereye PM formula - calm and strengthen undereye skin at bedtime. Ultra-Brightening formula - extra strength anti-blemish and skin brightening action. Ultra-Hydrating formula - extra strength skin hydrating and plumping action. Ultra-Gentle formula - formulated for daily use for the most sensitive skin types. MotherCare formula - formulated for sensitive and mechanically stressed skin during pregnancy. Carmell's suite of skincare products are based on the Carmell SecretomeTM, a potent cocktail of 1000+ growth factors and proteins extracted from allogeneic human platelets sourced from US FDA-approved tissue banks. The technology underpinning the Carmell Secretome has been extensively tested for safety and efficacy, significantly surpassing standards set by the Cosmetics Industry, including robust results from a prospective, randomized, multi-center Phase 2 human trial. Besides the Carmell SecretomeTM., the Company has developed a novel micellar nanoparticle formulation that enables delivery of lipophilic and hydrophilic ingredients without relying on the Foul FourteenTM, 14 potentially harmful excipients that are commonly used by other companies to impart texture, stability and other desirable physicochemical attributes to cosmetic products. Additionally, Carmell's micellar formulations do not utilize mineral or vegetable oils across their entire product line and are designed to be non-comedogenic. In addition to the aforementioned skincare products, Carmell is also developing a Men's Skincare Line and a topical Haircare line of products. Carmell benefits from the ongoing guidance around product development and testing from a Scientific Advisory Board comprised of a dozen Key Opinion Leaders associated with the best technology advancements in the Aesthetics Industry. Carmell products are manufactured in-house at their Pittsburgh facility in compliance with current Good Manufacturing Practice (cGMP) guidelines. Reflecting their commitment to quality, Carmell has developed and implemented a robust panel of tests covering everything from raw materials to in-process testing to final product testing as tracked and documented by their fully electronic Quality Management System. Carmell's manufacturing processes surpass several guidelines in the proposed Modernization of Cosmetic Regulations Act (U.S. Food and Drug Administration) anticipated to be effective July 1, 2024. In preparation for at-scale commercial operations, Carmell has set up a fully functional online store integrated with Oracle NetSuite on the backend and logistics partners on the frontend. Board Change • Feb 15
High number of new and inexperienced directors There are 10 new directors who have joined the board in the last 3 years. The company's board is composed of: 10 new directors. 1 experienced director. 1 highly experienced director. Independent Director Rich Upton is the most experienced director on the board, commencing their role in 2011. The following issues are considered to be risks according to the Simply Wall St Risk Model: Lack of board continuity. Lack of experienced directors. Announcement • Nov 18
Carmell Corporation Announces Addition of Two Independent Directors Carmell Corporation 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, nonpartisan organization focused on issues affecting the more than 100 million people ages 50 and older. In this role, he leads AARP’s operational and financial matters including human resources, information technology, real estate and facilities management, as well as data and analytics performance management. Previously, Mr. Frisch served as Managing Director at Bank of America, Chief Financial Officer at Natixis Asset Management Services, and Assistant Controller at Putnam Investments. Mr. Frisch began his career at KPMG in an audit role. He graduated from Villanova University with a Bachelor’s in Accounting. Dr. Gilles Spenlehauer currently serves as Scientific Director of SDTech Group, a chemical manufacturing company. Earlier he spent 17 years at L’Oreal, the world’s biggest cosmetics company where he served in various leadership roles – most recently as Department Head of Science and Skills of the Future and as Worldwide Head of Advanced Research where he led a team of 700 scientists that contributed to numerous product innovations and were involved in scientific due diligence of acquisitions. Before L’Oreal, Dr. Spenlehauer served as Head of Pharmaceutical Sciences for Pfizer’s R&D operations in the UK. He began his career as a Scientist at Rhone-Poulenc Rorer in Paris, France. He graduated with a PhD in Biopharmacy from the Paris-Sud University with a post-doctoral fellowship in peptides from the Washington University in St. Louis. Announcement • Aug 10
Carmell Therapeutics Corporation (NasdaqCM:CTCX) completed the acquisition of Axolotl Biologix, Inc. 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. Announcement • Jul 28
Carmell Therapeutics Corporation (NasdaqCM:CTCX) entered into a definitive agreement to acquire Axolotl Biologix, Inc. Carmell Therapeutics Corporation (NasdaqCM:CTCX) entered into a definitive agreement to acquire Axolotl Biologix, Inc. on July 27, 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. Goodwin Procter LLP acted as legal counsel to Carmell. Doyen Sebesta & Poelma LLP acted as legal counsel to Axolotl. Cabrillo Advisors acted as financial advisor to Carmell. Board Change • Jul 17
Less than half of directors are independent Following the recent departure of a director, there is only 1 independent director on the board. The company's board is composed of: 1 independent director. 6 non-independent directors. Independent Director David Anderson was the last independent director to join the board, commencing their role in 2016. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. 