Carmell closes acquisition of Elevai Skincare; issues ~1.15M shares, $2.5M revenue portfolio

Longevity Health Holdings, Inc.

Purchase consideration: ~1.1M shares of Carmell common at $0.8488/sh, plus 117,814 holdback shares for 12-month indemnification.
Earnout: 5% of annual net sales from existing products for 5 years; $500k milestone if hair/scalp products reach $500k revenue within 24 months.
Acquired assets include product portfolio with FY2024 revenue ~$2.5M, inventory ~$1.0M, and accounts receivable ~$0.03M.
Post-closing Carmell common shares outstanding ~30.1M; Chairman expects synergies, expanded portfolio, and improved cash flow.

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