Carmell Corp to acquire Axolotl Biologix for up to $140M; Axolotl TTM rev $50M, EBITDA $5M

Longevity Health Holdings, Inc.

Axolotl had unaudited TTM revenue ~$50M and TTM EBITDA ~$5M as of June 30, 2023.
Initial consideration: $8M cash + $57M in CTCX stock ($65M total), plus up to $75M in milestone payments.
Axolotl's human amnion allografts are FDA-compliant; two products added to CMS Part B pricing in Q2 2023.
Transaction expected to close in Q3 2023; Axolotl shareholders subject to 12-month lock-up.
Company changes name to Carmell Corporation; Axolotl CEO Josh Sandberg becomes Strategic Advisor.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Longevity Health Holdings, Inc.: Company renamed from Carmell Therapeutics Corporation to Carmell Corporation (effective 2023-08-01).

Change: charter amendment
Effective: 2023-08-01

Exact text from the filing

On August 1, 2023, the board of directors of the Company approved and adopted an amendment (the “ Charter Amendment ”) to the Company’s existing amended and restated certificate of incorporation to change the name of the Company from “Carmell Therapeutics Corporation” to “Carmell Corporation.”

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Longevity Health Holdings, Inc. entered into Agreement and Plan of Merger with Axolotl Biologix, Inc. valued at up to approximately $8.0 million in cash, a number of shares of the Company’s common stock equal to (effective 2023-07-26).

Action: entry
Agreement: merger
Counterparty: Axolotl Biologix, Inc.
Value: up to approximately $8.0 million in cash, a number of shares of the Company’s common stock equal to
Effective: 2023-07-26

Exact text from the filing

On July 26, 2023, Carmell Corporation (formerly Carmell Therapeutics Corporation) (the “ Company ”) entered into an Agreement and Plan of Merger (the “ Merger Agreement ”), by and among the Company, Aztec Merger Sub, Inc. (“ Merger Sub ”) and Axolotl Biologix, Inc. (“ Axolotl ”)

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Longevity Health Holdings, Inc. filing history →

Source: SEC EDGAR

accession 0001193125-23-200597

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