Carmell to acquire Elevai Skincare assets for ~$1.1M stock, earnout, and assumption of liabilities

Longevity Health Holdings, Inc.

Purchase price includes ~$1.1M in Carmell common stock (with $100K escrow), ~$57K cash on inventory sale, 5% net sales earnout for 5 years, and $500K milestone.
Assets include product portfolio with trailing 12-month revenue of ~$2.5M, ~$1.0M inventory, commercial team, and accounts receivable.
Acquisition expected to close by January 17, 2025, subject to customary closing conditions.
Carmell to issue unregistered shares as closing stock consideration with registration rights within 90 days.

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