Carmell sells Axolotl Biologix subsidiary for shares and $8M note cancellation

On March 20, 2024, Carmell Corporation, a Delaware corporation (the “Company”), and Axolotl Biologix, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (“AxoBio”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”), with the stockholders of AxoBio immediately before the Merger (as defined below), including Burns Ventures, LLC, a Texas limited liability company (“BVLLC”), H. Rodney Burns, an individual resident of Texas (“Burns”), AXO XP, LLC, an Arizona limited liability company (“AXPLLC”), and Protein Genomics, LLC, a Delaware corporation (“PGEN” and together with BVLLC, Burns, and AXPLLC, collectively, the “Buyers” and each, a “Buyer”), providing for, upon the terms and subject to the conditions set forth therein, the sale by the Company of all outstanding limited liability company interests of AxoBio to the Buyers (the “Sale”) for the consideration described in detail below.