Form 8-K/A - Current report: [Amend]

CTCX Carmell Corporation

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Share Name	Share Symbol	Market	Type
Carmell Corporation	NASDAQ:CTCX	NASDAQ	Common Stock

	Price Change	% Change	Share Price	Bid Price	Offer Price	High Price	Low Price	Open Price	Shares Traded	Last Trade
	0.05797	11.78%	0.550301	0.5503	0.5798	0.5886	0.422	0.4387	652,583	20:29:21

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): August 9, 2023

CARMELL CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

001-40228

86-1645738

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2403 Sidney Street, Suite 300

Pittsburgh, Pennsylvania

15203

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (919) 313-9633

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	CTCX	The Nasdaq Capital Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50	CTCXW	The Nasdaq Capital Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

As previously disclosed in the Current Report on Form 8-K (the “Original Form 8-K”) filed by Carmell Corporation (the “Company”) with the Securities and Exchange Commission on August 14, 2023, on August 9, 2023 the Company completed its acquisition of Axolotl Biologix, Inc. (“Axolotl”). This Current Report on Form 8-K/A (this “Amendment No. 1”) amends the Original Form 8-K to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were previously omitted from the Original Form 8-K in reliance on Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K. This Amendment No. 1 does not amend any other item in the Original Form 8-K, and all other information previously reported in or filed with the Original Form 8-K is hereby incorporated by reference into this Amendment No. 1.

Item 9.01.

Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The unaudited interim financial statements of Axolotl as of and for the six months ended June 30, 2023 and 2022 are filed herewith as Exhibit 99.1 and are incorporated herein by reference.

The audited financial statements of Axolotl as of and for the years ended December 31, 2022 and 2021, and the related notes and related independent auditor’s report thereon, are filed herewith as Exhibit 99.2 and are incorporated herein by reference.

(b) Pro Forma Financial Information

Certain unaudited condensed combined pro forma financial information as of as of and for the year ended December 31, 2022 and the six months ended June 30, 2023, are filed herewith as Exhibit 99.3 and are incorporated herein by reference.

(d) Exhibits


99.1		Unaudited interim financial statements of Axolotl as of and for the six months ended June 30, 2023 and 2022.

99.2		Audited financial statements of Axolotl as of and for the year ended December 31, 2022 and 2021, and the related notes and the related independent auditor’s report thereon.

99.3		Unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2022 and the six months ended June 30, 2023.

104		Cover Page Interactive Data File (embedded within the inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99.1

Axolotl Biologix, Inc.

Unaudited Condensed Financial Statements

For the Six Months Ended June 30, 2023 and 2022

Index to Condensed Financial Statements


Financial Statements

Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022			3

Condensed Statements of Income for the six months ended June 30, 2023 (unaudited) and 2022 (unaudited)			4

Condensed Statements of Changes in Stockholders’ Deficit for the six months ended June 30, 2023 (unaudited), and 2022 (unaudited)			5

Condensed Statements of Cash Flows for the six months ended June 30, 2023 (unaudited) and 2022 (unaudited)			6

Notes to Condensed Financial Statements			7-13

Axolotl Biologix, Inc.

Condensed Balance Sheets


	June 30,			December 31,
	2023			2022
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	698,002		$	1,403,052
Accounts receivable, net		17,159,920			17,500,421
Prepaid expenses		200,157			192,928
Inventories		2,595,224			1,166,935

Total current assets		20,653,303			20,263,336
Property and equipment, net		85,611			104,314

Total assets	$	20,738,914		$	20,367,650

Liabilities and Stockholder’s Deficit
Current liabilities
Accounts payable	$	13,830,127		$	14,802,963
Accrued interest		107,106			69,904
Accrued interest, related party		194,736			689,855
Other accrued expenses		53,849			66,440

Total current liabilities		14,185,818			15,629,162
Non-current liabilities
Loans, noncurrent		2,000,000			2,000,000
Related party loans, noncurrent		5,610,000			5,610,000

Total liabilities		21,795,818			23,239,162

Commitments and contingencies (Note 6)
Stockholder’s deficit
Series A Convertible Preferred stock, $0.001 par value; 25,000,000 shares authorized and 14,636,875 issued and outstanding as of June 30, 2023 and December 31, 2022		14,637			14,637
Class A Common stock, $0.001 par value; Class A common stock 75,000,000 shares authorized and 43,612,339 issued and outstanding as of June 30, 2023 and December 31, 2022		43,612			43,612
Additional paid-in capital		4,202,896			4,202,896
Accumulated Deficit		(5,318,049	)		(7,132,657	)

Total stockholder’s deficit		(1,056,904	)		(2,871,512	)

Total liabilities and stockholder’s deficit	$	20,738,914		$	20,367,650

The accompanying notes are an integral part of these condensed financial statements.

Axolotl Biologix, Inc.

Condensed Statements of Income

(Unaudited)


	Six Months Ended June 30,
	2023			2022
Revenue	$	21,920,223		$	14,025,199
Cost of revenue		1,040,601			832,967

Gross profit		20,879,622			13,192,232
Operating expenses:
Selling and marketing		16,040,828			9,143,248
General and administrative		2,090,133			2,338,536
Research and development		699,459			521,358

Total operating expenses		18,830,420			12,003,142

Income from operations		2,049,202			1,189,090
Other income (expense):
Other income		10			287
Forgiveness of debt		—			205,100
Interest expense, related party		(197,207	)		(212,514	)
Interest expense		(37,397	)		(23,527	)

Total other expense		(234,594	)		(30,654	)
Net income before income tax expense		1,814,608			1,158,436
Provision for income taxes		—			—

Net income	$	1,814,608		$	1,158,436

The accompanying notes are an integral part of these condensed financial statements.

Axolotl Biologix, Inc.

Condensed Statement of Changes in Stockholder’s Deficit

For the Six Months Ended June 30, 2023 and 2022

(Unaudited)


	Series A Convertible Preferred Stock				Class A Common Stock				Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
Balance at January 1, 2023		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(7,132,657	)	$	(2,871,512	)
Net income		—		—		—		—		—		1,814,608			1,814,608

Balance at June 30, 2023		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(5,318,049	)	$	(1,056,904	)


	Series A Convertible Preferred Stock				Class A Common Stock				Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
Balance at January 1, 2022		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(9,873,965	)	$	(5,612,820	)
Net income		—		—		—		—		—		1,158,436			1,158,436

Balance at June 30, 2022		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(8,715,529	)	$	(4,454,384	)

The accompanying notes are an integral part of these condensed financial statements.

Axolotl Biologix, Inc.

Condensed Statement of Cash Flows

(Unaudited)


	Six Months Ended June 30,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	1,814,608		$	1,158,436
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation		22,404			23,470
Forgiveness of debt		—			(205,100	)
Changes in operating assets and liabilities:
Accounts receivable, net		340,501			(12,063,753	)
Other receivables		—			103,587
Prepaid expenses		(7,229	)		47,827
Inventory		(1,428,289	)		(376,874	)
Accounts payable and other accrued expenses		(985,427	)		9,664,844
Accrued interest		27,763			34,206
Accrued interest, related party		(485,680	)		90,904

Net cash used in operating activities		(701,349	)		(1,522,453	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(3,701	)		(11,645	)

Net cash used in investing activities		(3,701	)		(11,645	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on related party loans					(600,000	)
Proceeds from issuance of loans		—			1,500,000

Net cash provided by financing activities		—			900,000

Decrease in cash and cash equivalents		(705,050	)		(634,098	)
Cash and cash equivalents, beginning of period		1,403,052			790,952

Cash and cash equivalents, end of period		698,002			156,854

Supplemental disclosures of cash flow information:

Cash paid for interest	$	692,521		$	354,344

Cash paid for taxes	$	—		$	—

The accompanying notes are an integral part of these condensed financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1.	Organization and Description of the Business

Axolotl Biologix Inc. (“Axolotl” or the “Company”) was originally incorporated on August 6, 2016 in the state of Delaware and is headquartered in Phoenix, Arizona. The Company is a biotechnology company focused on developing and producing human biologics and biological-related products to reduce inflammation and foster regeneration for many conditions, including orthopedic, wound care, cosmetic, and more. The Company is focused on partnerships with universities and research hospitals to find ways to improve current technologies and procedures. The Company operates via its one legal entity.

2.	Summary of Significant Accounting Policies

There have been no changes to our significant accounting policies during the six months ended June 30, 2023 from those disclosed in the Company’s audited financial statements as of and for the years ended December 31, 2022 and 2021.

Basis of Presentation

The Company’s unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and on a basis consistent with the audited financial statements of the Company as of and for the years ended December 31, 2022 and 2021. These unaudited condensed financial statements should be read in conjunction with such audited financial statements.

These unaudited condensed financial statements include all adjustments that management considers necessary for a fair presentation of the Company’s balance sheets, statements of income, statements of changes in stockholder’s deficit, and statements of cash flows for the interim periods presented. Interim results are not necessarily indicative of the results to be expected for the periods ending December 31, 2023, or for any other future annual or interim period.

Inventories

The Company’s inventory consists of finished goods. These finished goods are biological products and are stated at the lower of cost or net realizable value. Cost is calculated by applying the first-in-first-out method (FIFO). The Company regularly reviews inventory quantities on hand and writes down to its net realizable value any inventory that it believes to be impaired. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. These write-downs are charged to Cost of Revenue in the accompanying Statements of Income. As of June 30, 2023 and December 31, 2022, the reserve for obsolescence was $0 and $0, respectively. The Company incurred abnormal write-offs of inventory in the six months ended June 30, 2023 and 2022 relating to obsolescence and recalls in the amounts of $0 and $449,970, respectively. These abnormal write-offs, which were due to the loss of FDA approval on the Axolotl Ambient product line in May 2021, are included in General and Administrative Expenses in the Statements of Income.

Revenue Recognition

The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers. Under ASC 606, revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five-step model:

•

Identification of the contract with a customer

•

Identification of the performance obligations in the contract

•

Determination of the transaction price

•

Allocation of the transaction price to the performance obligations in the contract

•

Recognition of revenue when, or as, the Company satisfies a performance obligation

We sell our products principally to specialty distributors (collectively, our “Customers”) within the United States. These Customers subsequently resell our products to healthcare providers throughout the United States. Revenues from product sales are recognized when the Customer obtains control of our product, which occurs at a point in time, typically upon delivery to the Customer’s respective warehouse or designated location at a standard transaction price for the specific product sold.

The Company has entered into service arrangements with one of its customers to provide distinct services for the Company due to the Company having a limited workforce. Such services include distribution, credit risk, and marketing and sales services. The Company has assessed the consideration payable to its customers as it relates to these service arrangements in accordance with ASC 606 and has concluded that the services being provided by the Company’s customer are distinct, with the exception of the credit risk fee, which was concluded to be a price concession. For those services which are deemed to be distinct, the Company has separately determined that the transaction price for the distribution and marketing services being provided by our customer are at fair value. As such, in accordance with ASC 606, the distribution and marketing services are accounted for consistent with other services being provided by the Company’s vendors and have not been recorded as an offset to the Company’s revenues, and the credit risk services are accounted for as consideration payable and as a reduction of the transaction price. The total amount of services accounted for as consideration payable and as a reduction of transaction price totaled approximately $2.2 million and $1.3 million for the six months ended June 30, 2023 and 2022, respectively.

The Company has elected to apply the significant financing practical expedient, as allowed under ASC 606. As a result, we do not adjust the promised amount of consideration in a customer contract for the effects of a significant financing component when the period of time between when we transfer a promised good or service to a customer and when the customer pays for the good or service will be one year or less. The Company has standard payment terms that generally require payment within approximately 60-120 days.

The Company had no material contract assets, contract liabilities, or deferred contract costs recorded in its balance sheets as of June 30, 2023 and December 31, 2022. The Company expenses costs to obtain a contract as incurred when the amortization period is less than one year.

Advertising Expenses

Advertising expenses are expensed as incurred. Advertising expenses were $1,247,514 and $777,971 for the six months ended June 30, 2023 and 2022, respectively.

Recent Accounting Pronouncements

In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require the separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to the equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all

convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s operations or cash flows.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

3.	Concentrations

For the six months ended June 30, 2023 and 2022, revenues have been generated from the following entities that accounted for more than 10% of total material sales and accounts receivable for the periods presented:


	Percentage of Revenue						Percentage of Accounts Receivable
	Six Months Ended June 30,						June 30,			December 31,
	2023			2022			2023			2022
Customer A		100	%		97	%		100	%		99	%

For the six months ended June 30, 2023 and 2022, revenues have been generated from the following products that accounted for more than 10% of total material sales for the periods presented:


	Percentage of Revenue Six Months Ended June 30,
	2023			2022
Dualgraft		100	%		99	%
Ambient		—			1	%

For the six months ended June 30, 2023 and 2022, 100% of Dualgraft inventory was purchased from a related party vendor.

4.	Property and Equipment, net

Property and equipment consisted of the following:


	June 30,			December 31,
	2023			2022
Operating Equipment	$	216,210		$	216,210
Office Equipment		15,638			12,174
Furniture and Fixtures		14,420			14,183

Total		246,268			242,567
Less: accumulated depreciation		(160,657	)		(138,253	)

Property and equipment, net	$	85,611		$	104,314

Depreciation expense for the six months ended June 30, 2023 and 2022 was $22,404 and $23,470, respectively, and is recorded as a component of General and Administrative Expenses within the Condensed Statement of Income.

5.	Professional Services Agreement

On January 1, 2022, the Company entered into an Account Management Services Arrangement (the “Account Management Agreement”) and a Sales Services Agreement with a related party. As the Company has a small workforce, these arrangements effectively outsourced a portion of the Company’s sales, marketing, and administrative functions to this third party. The term of each of the agreements is for three years, and either agreement can automatically be renewed for one-year periods unless either party provides a written notice of termination no earlier than 120 days and no later than 180 days prior to the expiration of the then-current term.

Account Management Agreement

Under the Account Management Agreement, the service provider is providing all monthly management activities associated with the continued sale of the Company’s product. This includes order verifications, commission data verification for any sales made by the Company’s sales employees, ad hoc reporting requests, accumulation of data provided by the Company’s customer regarding product performance and product defects, and other administrative requests made by the Company as applicable. The fees incurred under the Account Management Agreement with this related party are at arm’s length. Total fees incurred under the Account Management Agreement for the six months ended June 30, 2023 and 2022 were $934,235 and $1,157,175, respectively, included in General and Administrative Expenses on the accompanying unaudited Condensed Statement of Income.

Sales Services Agreement

Under the Sales Services Agreement, the service provider is to contact and provide service coverage of existing and potential customers on a regular basis consistent with good business practices and use its best efforts to promote the sale of the Company’s products. The service provider is to employ sales personnel in connection with the promotion of the Company’s products and is responsible for any and all compensation of such sales personnel. The service provider is also required to provide compliance training to ensure that all sales personnel are appropriately educated regarding the Company’s product to effectively market and sell the Company’s product as a part of their respective duties. The fees incurred under the Sales Service Agreement with this related party are at arm’s length. Total fees incurred under the Sales Services Agreement for the six months ended June 30, 2023 and 2022 were $10,800,000 and $5,850,000, respectively and are included in Selling and Marketing Expenses on the accompanying unaudited Condensed Statement of Income.

Loans

Small Business Administration (SBA) Loans

On March 30, 2022, the Company amended the original SBA Loan agreement and borrowed an additional $1,500,000, bringing the total due under the amended agreement to $2,000,000. A monthly payment in the amount of $9,953 will be made for a total of 30 years. Interest under this SBA loan is to accrue at a simple interest rate of 3.75% annually on funds outstanding as of the anniversary date of the initial borrowing.

The total amounts outstanding under these SBA loans as of June 30, 2023 and December 31, 2022 was $2,000,000.

Paycheck Protection Program (PPP) Loan

On January 8, 2022, the Company was granted forgiveness on their PPP Loan totaling $205,100. The Company recognized the gain on forgiveness of debt for the six months ended June 30, 2023 and 2022 in the amounts of $0 and $205,100, respectively.

Promissory Notes-Related Party

Starting in 2019, the company entered into several promissory notes with Burns Ventures, LLC. The owner of Burns Ventures LLC is also the owner of Axolotl. All of the promissory notes have a fixed interest rate of 7.00% and mature on December 31, 2024. During the six months ended June 30, 2022, the Company paid off a promissory note for $600,000 with this related party. There were no capitalized financing costs associated with the issuance of this debt, and thus, there was no loss recorded in the accompanying unaudited Condensed Statement of Income for the six months ended June 30, 2022. The total amount outstanding under these promissory notes as of June 30, 2023 and December 31, 2022 was $5,610,000. Interest expense amounted to $197,207 and $210,960 for the six months ended June 30, 2023 and 2022, respectively.

Line of Credit-Related Party

The Company also has an active line of credit with Burns Ventures LLC. There were no borrowings and repayments for the six months ended June 30, 2023. There were borrowings and repayments of $525,000 in 2022. The outstanding balance on the line of credit was $0 as of June 30, 2023 and December 31, 2022. Interest expense for the six months ended June 30, 2023 and 2022 was $0 and $1,554, respectively.

7.	Commitments and Contingencies

The Company may be involved in legal actions in the ordinary course of business. The Company is not subject to any legal proceedings, nor is it aware of any pending or threatened legal action.

The Company accrues for potential liability arising from legal proceedings and regulatory matters when it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. This determination is based upon currently available information for those proceedings in which the Company is involved, taking into account its best estimate of such losses for those cases for which such estimates can be made. The Company’s estimates involve significant judgment, given the varying stages of proceedings (including issues regarding class certification and the scope of many of the claims) and the related uncertainty of the potential outcomes of these proceedings.

In making determinations of the likely outcome of pending litigation, the Company considers many factors, including, but not limited to, the nature of the claims, the Company’s experience with similar types of claims, the jurisdiction in which the matter is filed, input from outside legal counsel, the likelihood of resolving the matter through alternative mechanisms, the matter’s current status and the damages sought or demands made. Accordingly, the Company’s estimate will change from time to time, and actual losses could be more or less than the current estimate.

As of June 30, 2023 and December 31, 2022, there are no matters for which a reserve is required to be established.

8.	Related Party Transactions

The Company received cash from several promissory notes with Burns Ventures, LLC. The owner of Burns Ventures LLC is also the owner of Axolotl. See Note 5.

The Company purchases inventory from Pinnacle Transplant Technologies, LLC (“Pinnacle”). One of the Company’s Board of Directors is the President and CEO of Pinnacle. The Company purchased $2,473,174 and $1,084,105 of inventory from Pinnacle during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, the Company owed this related party $619,229 and $786,575, respectively.

The Company uses Surgio Health, LLC (“Surgio”) for compliance and training services. The Company’s CEO has an equity interest in Surgio. The Company incurred $6,500 and $0 during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, the Company had no payables to this related party.

The Company uses OrthoEx for 3PL services. The Company’s CEO has an equity interest in OrthoEx and has a seat on OrthoEx’s Board of Directors. The Company incurred $58,292 and $47,778 of expenses from OrthoEx during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, the Company owed this related party $0 and $3,721, respectively.

The Company uses Ortho Spine Companies, LLC for various consulting and marketing services. Ortho Spine Companies, LLC (“Ortho Spine”) is owned by the CEO of Axolotl. The Company incurred $30,500 and $8,965 of expenses from Ortho Spine during the six months ended June 30, 2023 and 2022, respectively. As of June 30, 2023 and December 31, 2022, the Company owed this related party $0 and $7,200, respectively.

9.	Stockholder’s Deficit

Series A Convertible Preferred Stock

The Company’s certificate of incorporation, as amended, designates and authorizes the Company to issue 25,000,000 shares of convertible preferred shares, of which 14,636,875 were issued and outstanding as of June 30, 2023 and December 31, 2022. The various rights and preferences afforded to the holders of this Series A Convertible Preferred Stock have not changed since issuance.

Common Stock

As of June 30, 2023 and December 31, 2022, 43,612,339 shares of Class A Common Stock were issued and outstanding. Holders of Class A Common Stock have voting rights. Net losses are borne by the Class A Common Stockholders and have been presented accordingly on the condensed statements of stockholder’s deficit.

10.

Income Taxes

As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. Upon evaluation of all available evidence and considering the projected U.S. pre-tax losses for 2023, a valuation allowance has been recognized as a component of the estimated annual effective tax rate for 2023.

The effective income tax rates for each of the six months ended June 30, 2023 and June 30, 2022 was 0% and was determined using an estimated annual effective tax rate after considering any discrete items for such periods. The effective income tax rate for the six months ended June 30, 2023 and June 30, 2022 reflects the fact that the Company continues to be in a full valuation allowance position and thus has not recognized any income tax expense or benefit for the six-month periods then ended.

11.

401k Defined Contribution Plan

The Company maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code for substantially all employees. The employees may contribute between 0% and 100% of their wages, subject to the IRS limitations. The Company does not match employee contributions.

12.

Subsequent Events

On July 26, 2023, Carmell Corporation (formerly Carmell Therapeutics Corporation) entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Aztec Merger Sub, Inc. (“Merger Sub”) and the Company, which provides for, among other things, the merger of the Company with and into Merger Sub, with the Company being the surviving corporation of the merger and a direct, wholly owned subsidiary of Carmell Corporation (the “Acquisition”). Pursuant to the terms of the Merger Agreement, all of the issued and outstanding shares of the Company (other than the Dissenting Shares (as defined in the Merger Agreement) and the shares held in treasury) will be cancelled in exchange for aggregate consideration of (i) up to approximately $8.0 million in cash, (ii) a number of shares of Carmell Corporation’s common stock, equal to (1) $57.0 million divided by (2) the dollar volume-weighted average price for the Carmell Corporation’s common stock for the 30 consecutive trading days immediately preceding the date upon which the conditions of the Merger Agreement are satisfied (such consideration the “Closing Share Consideration”), and (iii) up to $9.0 million in cash and up to $66.0 million in shares of common stock of Carmell Corporation that are subject to a performance based earn-out, subject to customary adjustments at closing for cash, working capital, transaction expenses and indebtedness, and amounts held back by Carmell Corporation. The Merger Agreement contains representations, warranties and indemnification provisions customary for transactions of this kind. The Acquisition closed on August 9, 2023.

On August 10, 2023, the Company entered into the First Amendment to the Agreement and Plan of Merger (the “Amendment”) that amended certain terms of the Merger Agreement. The Amendment changed the structure of the Acquisition to provide that, following the merger of Axolotl with and into Merger Sub, with Axolotl surviving, Axolotl will then merge with and into Axolotl Biologix, LLC (“Second Merger Sub”), with Second Merger Sub being the surviving corporation of the merger and a direct, wholly owned subsidiary of Carmell Corporation, and waives the condition requiring Axolotl to deliver its audited financial statements upon closing in exchange for the $8.0 million of cash consideration otherwise payable upon closing pursuant to the Merger Agreement (the “Closing Cash Consideration”) becoming payable and contingent upon receipt of such audited financial statements.

Exhibit 99.2

Axolotl Biologix, Inc.

Financial Statements

December 31, 2022 and 2021

Table of Contents


Report of Independent Registered Public Accounting Firm			1

Financial Statements:
Balance Sheets as of December 31, 2022 and 2021			2

Statements of Operations for the years ended December 31, 2022 and 2021			3

Statements of Changes in Stockholder’s Deficit for the years ended December 31, 2022 and 2021			4

Statements of Cash Flows for the years ended December 31, 2022 and 2021			5

Notes to Financial Statements			6-16

LOGO

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

of Carmell Corporation

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Axolotl Biologix, Inc. (the Company) as of December 31, 2022 and 2021, and the related statements of operations, stockholder’s deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2021.

LOGO

PCAOB ID: 3686

Ocean, New Jersey

October 20, 2023

Axolotl Biologix, Inc.

Balance Sheets

As of December 31, 2022 and 2021


	December 31,
	2022			2021
Assets
Current assets
Cash and cash equivalents	$	1,403,052		$	790,952
Accounts receivables, net		17,500,421			727,140
Other receivables, net		—			103,587
Prepaid expenses		192,928			102,245
Inventories		1,166,935			535,650

Total current assets		20,263,336			2,259,574
Property and equipment, net		104,314			138,170

Total assets	$	20,367,650		$	2,397,744

Liabilities and Stockholder’s Deficit
Current liabilities
Accounts payable	$	14,802,963		$	417,746
Accrued interest		69,904			9,878
Accrued interest, related party		689,855			389,095
Other accrued expenses		66,440			278,745

Total current liabilities		15,629,162			1,095,464
Non-current liabilities
Loans, noncurrent		2,000,000			705,100
Related party loans, noncurrent		5,610,000			6,210,000

Total liabilities		23,239,162			8,010,564

Commitments and contingencies (Note 6)

Stockholder’s deficit
Series A Convertible Preferred stock, $0.001 par value; 25,000,000 shares authorized and 14,636,875 issued and outstanding as of December 31, 2022 and 2021		14,637			14,637
Class A Common Stock, $0.001 par value; 75,000,000 shares authorized and 43,612,339 issued and outstanding as of December 31, 2022 and 2021		43,612			43,612
Additional paid-in capital		4,202,896			4,202,896
Accumulated deficit		(7,132,657	)		(9,873,965	)

Total stockholder’s deficit		(2,871,512	)		(5,612,820	)

Total liabilities and stockholder’s deficit	$	20,367,650		$	2,397,744

The accompanying notes are an integral part of the financial statements.

Axolotl Biologix, Inc.

Statements of Operations

For the years ended December 31, 2022 and 2021


	2022			2021
Revenue	$	39,896,998		$	4,422,864
Cost of revenue		2,099,517			1,854,366

Gross profit		37,797,481			2,568,498

Operating expenses:
Selling and marketing		28,807,681			744,577
General and administrative		4,958,524			1,956,358
Research and development		1,016,210			1,396,946

Total operating expenses		34,782,415			4,097,881

Income (loss) from operations		3,015,066			(1,529,383	)

Other income (expense):
Forgiveness of debt		205,100			215,500
Interest expense		(61,130	)		(9,092	)
Interest expense, related party		(416,271	)		(401,349	)
Other income (expense), net		(1,457	)		(47,474	)

Total other expense		(273,758	)		(242,415	)

Net income (loss) before income tax expense		2,741,308			(1,771,798	)

Provision for income taxes		—			—

Net income (loss)	$	2,741,308		$	(1,771,798	)

The accompanying notes are an integral part of the financial statements.

Axolotl Biologix, Inc.

Statement of Stockholder’s Deficit

For the years ended December 31, 2022 and 2021


	Series A Convertible Preferred Stock				Class A Common Stock				Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
	Shares		Amount		Shares		Amount		Additional Paid-In Capital		Accumulated Deficit			Total Stockholder’s Deficit
Balance at January 1, 2021		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(8,102,167	)	$	(3,841,022	)
Net loss		—		—		—		—		—		(1,771,798	)

Balance at December 31, 2021		14,636,875		14,637		43,612,339		43,612		4,202,896		(9,873,965	)		(5,612,820	)
Net income		—		—								2,741,308

Balance at December 31, 2022		14,636,875	$	14,637		43,612,339	$	43,612	$	4,202,896	$	(7,132,657	)	$	(2,871,512	)

The accompanying notes are an integral part of the financial statements.

Axolotl Biologix, Inc.

Statement of Cash Flows

For the years ended December 31, 2022 and 2021


	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (loss)	$	2,741,308		$	(1,771,798	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation expense		46,628			49,588
Bad debt expense		108,000			7,142
Forgiveness of debt		(205,100	)		(215,500	)
Loss from disposal of equipment		—			48,642
Amortization of right of use asset		—			83,148
Changes in operating assets and liabilities:
Other receivables, net		103,587			(103,587	)
Accounts receivables		(16,881,281	)		(734,282	)
Prepaid expenses		(90,683	)		521,340
Inventory		(631,285	)		(535,650	)
Accounts payable and other accrued expenses		14,172,912			332,253
Accrued interest		60,026			9,878
Accrued interest, related party		300,760			200,605
Payments for operating lease liability		—			(88,065	)

Net cash used in operating activities		(275,128	)		(2,196,286	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment		(12,772	)		(37,565	)
Proceeds from sale of equipment		—			3,932

Net cash used in investing activities		(12,772	)		(33,633	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on related party loans		(600,000	)		—
Proceeds from the issuance of loans, net		1,500,000			705,100
Proceeds from the issuance of related party loans		—			2,200,000

Net cash provided by financing activities		900,000			2,905,100

Increase in cash and cash equivalents		612,100			675,181
Cash and cash equivalents, beginning of year		790,952			115,771

Cash and cash equivalents, end of year	$	1,403,052		$	790,952

Supplemental disclosures of cash flow information:
Cash paid for interest	$	118,668		$	200,900

The accompanying notes are an integral part of the financial statements.

NOTES TO THE FINANCIAL STATEMENTS

1.	Organization and Description of the Business

Segment Reporting

Management has determined that the Company has one reportable segment, which is principally the business of developing and producing human biologics and biological-related products to reduce inflammation and foster regeneration for many conditions, including orthopedic, wound care, cosmetic, and more. As of December 31, 2022 and 2021, all of the Company’s assets were located in the United States.

2.	Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented using the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). References to the “ASC” hereafter refer to the Accounting Standards Codification established by the Financial Accounting Standards Board (“FASB”) as the source of authoritative U.S. GAAP.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect the amounts reported in the financial statements and accompanying notes. Significant estimates in these financial statements include those related to the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets. If the underlying estimates and assumptions upon which the financial statements are based change in the future, actual amounts may differ from those included in the accompanying financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid securities readily convertible to cash that mature within three months or less from the original date of purchase to be cash equivalents. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits.

As of December 31, 2022 and 2021, the Company had cash equivalents of $30,000 and $30,000, respectively. As of December 31, 2022 and 2021, the Company had uninsured cash and cash equivalents of $1,153,052 and $547,441, respectively.

Accounts Receivables, net

Accounts receivable are carried at the original invoice amount, less any estimate made for doubtful accounts. The allowance for doubtful accounts represents management’s best estimate of the losses inherent in the Company’s accounts receivable portfolio determined on the basis of historical experience, specific allowances for known troubled accounts and other available evidence. Recoveries of trade receivables previously written off are recorded when received. Accounts are considered past due when payment is not made according to invoiced terms. Interest is not charged on past-due accounts receivable. The allowance for doubtful accounts as of December 31, 2022 and 2021 was $0 and $0, respectively.

Inventories

The Company’s inventory consists of finished goods. These finished goods are biological products and are stated at the lower of cost or net realizable value. Cost is calculated by applying the first-in-first-out method (FIFO). The Company regularly reviews inventory quantities on hand and writes down to its net realizable value any inventory that it believes to be impaired. Management considers forecast demand in relation to the inventory on hand, competitiveness of product offerings, market conditions and product life cycles when determining excess and obsolescence and net realizable value adjustments. These write-downs are charged to Cost of Revenue in the accompanying Statements of Operations. As of December 31, 2022 and 2021, the reserve for obsolescence was $0 and $0, respectively. The Company incurred abnormal write-offs of inventory related to obsolescence and recalls in the amounts of $399,926 and $718,115 for the years ended December 31, 2022 or 2021, respectively. These abnormal write-offs, which were due to the loss of FDA approval on the Axolotl Ambient product line in May 2021, are included in General and Administrative Expenses in the Statements of Operations.

Property and Equipment, Net

Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the respective assets. Depreciable assets retired or sold are removed from the accounts, and any resulting gain or loss is reflected in income for the period. Major replacements or betterments are capitalized, while maintenance and repairs are expensed as incurred. Depreciation is recorded at rates based on the estimated useful lives of the assets using the straight-line method as follows:


Classification		Estimated Useful Life (in years)
Operating Equipment		5
Office Equipment		5
Furniture and Fixtures		7

Recoverability of Long-Lived Assets

Long-lived assets, such as property and equipment subject to depreciation, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to its fair value, which is based on estimated undiscounted future cash flows. An impairment charge, if any, is recognized as the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company did not record any impairment charges related to its long-lived assets for the years ended December 31, 2022 and 2021.

Revenue Recognition

The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 606, Revenue from Contracts with Customers, on January 1, 2021, using the modified retrospective adoption method. The adoption of ASC 606 had no impact on the balance sheets, results of operations, cash flows and stockholder’s deficit of the Company. Under ASC 606, revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five-step model:

•

Identification of the contract with a customer

•

Identification of the performance obligations in the contract

•

Determination of the transaction price

•

Allocation of the transaction price to the performance obligations in the contract

•

Recognition of revenue when, or as, the Company satisfies a performance obligation

The Company has entered into service arrangements with one of its customers to provide distinct services for the Company due to the Company having a limited workforce. Such services include distribution, credit risk, and marketing and sales services. The Company has assessed the consideration payable to its customers as it relates to these service arrangements in accordance with ASC 606 and has concluded that the services being provided by the Company’s customer are distinct, with the exception of the credit risk fee, which was concluded to be a price concession. For those services that are deemed to be distinct, the Company has separately determined that the transaction price for the distribution and marketing services being provided by our customer are at fair value. As such, in accordance with ASC 606, the distribution and marketing services are accounted for consistent with other services being provided by the Company’s vendors and have not been recorded as an offset to the Company’s revenues, and the credit risk services are accounted for as consideration payable and as a reduction of the transaction price. The total amount of services accounted for as consideration payable and a reduction of transaction price totaled approximately $3.9 million in 2022. There were no such services received by the Company in 2021.

The Company had no material contract assets, contract liabilities, or deferred contract costs recorded in its balance sheets as of December 31, 2022 and 2021. The Company expenses costs to obtain a contract as incurred when the amortization period is less than one year.

Cost of Revenues

Cost of revenues is comprised of purchase costs of our products, third-party logistics and distribution costs, including packaging, freight, transportation, shipping and handling costs, and inventory adjustments due to expiring products, if any.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of advertising expenses, commissions and freight expenses, and the distribution and marketing expenses described previously in the revenue recognition policies. Advertising expenses are expensed as incurred and were $2,247,459 and $10,860 for the years ended December 31, 2022 and 2021, respectively.

Research and Development Expenses

Research and development expenses are expensed as incurred and consist principally of internal and external costs, which include the cost of patent licenses, contract research services, laboratory supplies and development and manufacture of pre-clinical compounds and consumables for clinical trials and pre-clinical testing.

Leases

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 is intended to increase transparency and comparability among organizations relating to leases. Lessees will be required to recognize a liability to make lease payments and a right-of-use asset representing the right to use the underlying asset for the lease term. The FASB retained a dual model for lease classification, requiring leases to be classified as finance or operating leases to determine recognition in the earnings statement and cash flows; however, substantially all leases will be required to be recognized on the balance sheet. As originally issued, ASU 2016-02 requires application at the beginning of the earliest comparative period presented at the time of adoption. In July 2018, the FASB issued ASU 2018-11, Leases (Topic 842): Targeted Improvements (“ASU 2018-11”). This standard allows entities to initially apply the new lease standard at the adoption date. The Company early adopted this standard, effective January 1, 2020, under the alternative transition method as permissible under ASU 2018-11 and will apply this standard to all leases. As a result, comparative financial information has not been restated and continues to be reported under the accounting standards in effect for those periods. The adoption of this guidance did not have a material impact on the Company’s financial statements as it does not have any long-term leases with periods lasting longer than twelve months.

The Company recognizes operating lease ROU assets and operating lease liabilities in its balance sheets if its leases qualify for such treatment under ASC 842. ROU assets represent the Company’s right to use an underlying asset during the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the commencement date based on the net present value of fixed lease payments over the lease term. The Company’s lease term includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. ROU assets also include any advance lease payments made and are net of any lease incentives. As most of the Company’s operating leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that the Company would expect to pay to borrow over a similar term, and on a collateralized basis, an amount equal to the lease payments in a similar economic environment.

The Company utilized the following practical expedients:

•

The practical expedient whereby the lease and non-lease components will not be separated for all classes of assets.

•

Not to recognize ROU assets and corresponding lease liabilities with a lease term of 12 months or less from the lease commencement date.

The Company’s operating lease portfolio primarily includes corporate offices and research and development sites. The Company’s leases have lease terms of less than twelve months and, as such, qualify for the practical expedient to not recognize any ROU assets and corresponding lease liabilities in the Company’s balance sheet. Exercises of lease renewal options are typically at the Company’s sole discretion and are included in ROU assets and lease liabilities based upon whether the Company is reasonably certain of exercising the renewal options. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under ASC 740 “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases as well as tax operating loss carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties through December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviations from its positions taken. The Company is subject to income tax examinations by major taxing authorities since inception.

Recent Accounting Pronouncements

In August 2020, FASB issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require the separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to the equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all convertible instruments. ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standards would have a material effect on the Company’s financial statements if currently adopted.

3.	Concentrations

For the years ended December 31, 2022 and 2021, revenues have been generated from the following entities that accounted for more than 10% of total material sales and accounts receivable for the periods presented:


	Percentage of Revenue Years Ended December 31,		Percentage of Accounts Receivable December 31,
	2022	2021	2022	2021
Customer A	99%	40%	100%	4%
Customer B	1%	48%	0%	89%

For the years ended December 31, 2022 and 2021, revenues have been generated from the following products that accounted for more than 10% of total material sales for the periods presented:


	Percentage of Revenue Years Ended December 31,
	2022	2021
Dualgraft	99%	65%
Ambient	1%	35%

For the years ended December 31, 2022 and 2021, 100% of Dualgraft inventory was purchased from a related party vendor.

4.	Property and Equipment, net

Property and equipment consisted of the following:


	December 31,
	2022			2021
Operating Equipment	$	216,210		$	214,427
Office Equipment		12,174			11,046
Furniture and Fixtures		14,183			14,183

Total		242,567			239,656
Less: accumulated depreciation		(138,253	)		(101,486	)

Property and equipment, net	$	104,314		$	138,170

Depreciation expense for the years ended December 31, 2022 and 2021 was $46,628 and $49,588, respectively, and is recorded as a component of General and administrative expenses within the Statement of Operations.

Loans

Small Business Administration (SBA) Loans

On June 30, 2021, the Company entered into an SBA Loan agreement in the amount of $500,000. Interest under this SBA loan is to accrue at a simple interest rate of 3.75% annually on funds outstanding as of the anniversary date of the initial borrowing. On March 30, 2022, the Company amended the original SBA Loan agreement by borrowing an additional $1,500,000, making the total due under the amended agreement $2,000,000. A monthly payment in the amount of $9,953 will be made for a total of 30 years.

The total principal amount outstanding under these SBA loans as of December 31, 2022 and 2021 was $2,000,000 and $500,000, respectively. The interest accrued for SBA loans as of December 31, 2022 and 2021 was $69,904 and $9,555, respectively. Total interest expense incurred for SBA loans for the years ended December 31, 2022 and 2021 was $61,130 and $9,092, respectively.

Paycheck Protection Program (PPP) Loans

On April 11, 2020 and April 2, 2021, the Company applied for and received loans in the amount of $215,500 and $205,100, respectively, in connection with the Paycheck Protection Program (“PPP”) pursuant to the Coronavirus Aid, Relief, and Economic Security (“CARES”) Act that was signed into law on March 27, 2020. The PPP loans are unsecured and are guaranteed by the SBA. The loans bear interest at one percent per annum, with the first six months of interest and principal deferred. Some, or all, of the loans may be forgiven if at least sixty percent of the loans’ proceeds are used by the Company to cover payroll costs, including benefits, and if the Company maintains its employment and compensation within certain parameters during the period following the loans’ origination dates and comply with other relevant conditions.

On March 10, 2021 and January 8, 2022, the Company was granted forgiveness on their PPP Loans totaling $215,500 and $205,100, respectively. The Company recognized the gain on forgiveness of debt for the years ended December 31, 2022 and 2021 in the amounts of $205,100 and $215,500, respectively.

Related Party Loans

Starting in 2019, the Company entered into several promissory notes with Burns Ventures, LLC. The owner of Burns Ventures LLC is also the owner of Axolotl. As of January 1, 2021, the total outstanding for these promissory notes was $4,010,000. During the year ended December 31, 2021, the Company entered into five additional promissory notes with Burns Ventures, LLC in the total amount of $2,200,000. There was an amendment dated October 18, 2021 that created uniform quarterly interest payment dates and maturity dates. All of the promissory notes have a fixed interest rate of 7.00%, require no monthly payments, and are due in full on the maturity date of December 31, 2024.

On June 1, 2022, the Company completely paid off one of the promissory notes issued on January 18, 2021 with this related party in the amount of $600,000.

The total outstanding for these promissory notes for the years ended December 31, 2022 and 2021 were $5,610,000 and $6,210,000, respectively. The interest accrued outstanding for related party loans as of December 31, 2022 and 2021 was $689,855 and $389,095, respectively. Total interest expense incurred for related party loans for the years ended December 31, 2022 and 2021 was $410,200 and $400,659, respectively.

Line of Credit-Related Party

The Company also has an active line of credit with Burns Ventures LLC. There were borrowings and repayments of $100,000 each in 2021. Additionally, there were borrowings and repayments of $525,000 in 2022. The outstanding balance on the line of credit was $0 as of December 31, 2022 and 2021. Interest expense for the years ended December 31, 2022 and 2021 was $6,071 and $690, respectively.

Future Maturities on all Debt

Future debt maturities are as follows:


Year ending December 31,	Amount
2023	$	—
2024		5,610,000
2025		13,168
2026		45,713
2027		47,457
Thereafter		1,893,662

Total	$	7,610,000

6.	Commitments and Contingencies

Professional Service Agreements

On January 1, 2022, the Company entered into an Account Management Services Arrangement (the “Account Management Agreement”) and a Sales Services Agreement with a third party. As the Company has a small workforce, these arrangements effectively outsourced a portion of the Company’s sales, marketing, and administrative functions to this third party. The term of each of the agreements is for three years, and either agreement can automatically be renewed for one-year periods unless either party provides a written notice of termination no earlier than 120 days and no later than 180 days prior to the expiration of the then-current term.

Under the Account Management Agreement, the service provider is providing all monthly management activities associated with the continued sale of the Company’s product. This includes order verifications, commission data verification for any sales made by the Company’s sales employees, ad hoc reporting requests, accumulation of data provided by the Company’s customer regarding product performance and product defects, and other administrative requests made by the Company as applicable. Total fees incurred under the Account Management Agreement for the year ended December 31, 2022 was $2,470,530. These expenses are recorded in General and Administrative Expenses in the Statement of Operations.

Under the Sales Services Agreement, the service provider is to contact and provide service coverage of existing and potential customers on a regular basis consistent with good business practices and use its best efforts to promote the sale of the Company’s products. The service provider is to employ sales personnel in connection with the promotion of the Company’s products and is responsible for any and all compensation of such sales personnel. The service provider is also required to provide compliance training to ensure that all sales personnel are appropriately educated regarding the Company’s product to effectively market and sell the Company’s product as a part of their respective duties. Total fees incurred under the Sales Services Agreement for the year ended December 31, 2022 was $19,350,000. These expenses are recorded in Selling Expenses in the Statement of Operations.

Leases

The Company is obligated under a noncancelable operating lease for its research and development facility located in Flagstaff, Arizona, which expires in September 2023 (the “Flagstaff Lease”). In addition to the base rent, the Company is required to pay a proportionate share of real estate taxes, insurance, and other operating costs. This operating lease is for a 12-month term. As permitted by ASC 842-20-25-2, the Company elected to not record the short-term lease on the balance sheets. The short-term lease expenses under the Flagstaff Lease for the years ended December 31, 2022 and 2021 were $41,434 and $ 41,732, respectively. These expenses are recorded in Research and Development Expenses in the Statement of Operations.

Legal

The Company may be involved in legal actions in the ordinary course of business. The Company is not subject to any legal proceedings, nor is it aware of any pending or threatened legal action.

The Company accrues for potential liability arising from legal proceedings and regulatory matters when it is probable that such liability has been incurred and the amount of the loss can be reasonably estimated. This determination is based upon currently available information for those proceedings in which the Company is involved, taking into account its best estimate of such losses for those cases for which such estimates can be made. The Company’s estimate involves significant judgment, given the varying stages of proceedings (including issues regarding class certification and the scope of many of the claims) and the related uncertainty of the potential outcomes of these proceedings.

As of December 31, 2022 and 2021, there are no matters for which a reserve is required to be established.

7.	Related Party Transactions

The Company has a line of credit and promissory notes with Burns Ventures, LLC. The owner of Burns Ventures LLC is also the owner of Axolotl. See Note 5.

The Company purchases inventory from Pinnacle Transplant Technologies, LLC (“Pinnacle”). One of the Company’s Board of Directors is the President and CEO of Pinnacle. The Company purchased $2,563,560 and $1,904,740 of inventory from Pinnacle during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company owed this related party $786,575 and $317,765, respectively.

The Company uses OrthoEx for 3PL services. The Company’s CEO has an equity interest in OrthoEx and has a seat on OrthoEx’s Board of Directors. The Company incurred $108,394 and $125,791 of expenses from OrthoEx during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company owed this related party $3,721 and $17,391, respectively.

The Company uses Ortho Spine Companies, LLC for various consulting and marketing services. Ortho Spine Companies, LLC (“Ortho Spine”) is owned by the CEO of Axolotl. The Company incurred $45,173 and $6,903 of expenses from Ortho Spine during the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, the Company owed this related party $7,200 and $0, respectively.

8.	Stockholder’s Deficit

Series A Convertible Preferred Stock

The holders of such convertible preferred stock have various rights and preferences as follows:

Voting

Each share of convertible preferred stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as one class with the common stock.

Rank

The Series A Preferred Stock ranks senior to all the common stock and any other class of securities that ranks junior, with respect to the payment of dividends and distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary.

Liquidation Preference

In the event of a voluntary or involuntary liquidation, dissolution or winding up of the Company or the incurrence of a deemed liquidation event, the holders of shares of convertible preferred stock then outstanding will be entitled to be paid out of the assets of the Company available for distribution to its stockholders before any payment shall be made to the holders of Common Stock by reason of their ownership thereof, an amount in cash equal to the aggregate liquidation value, defined as $1.00 per share subject to adjustments under certain circumstances such as stock splits, of all preferred shares held by such holder, plus all unpaid accrued and accumulated dividends on all such shares whether or not declared.

Redemption

The Series A Preferred Stock is only redeemable upon a change in control. The occurrence of a change in control shall be deemed a Liquidation, and the holders of shares of convertible preferred stock then outstanding will be entitled to the same rights outlined in Liquidation Preference.

Conversion

Each share of preferred stock is convertible at the option of the holder, at any time after the date of issuance of such share, into shares of common stock as determined by (i) multiplying the number of preferred shares to be converted by the liquidation value thereof, (ii) adding to the result all accrued and accumulated and unpaid dividends on such shares to be converted, and then (iii) dividing the result by the conversion price in effect immediately prior to such conversion. The initial conversion price per share shall be the liquidation value of such share, subject to adjustments as applicable. Each share of preferred stock will automatically be converted into shares of common stock at the then-effective conversion rate of such shares on the closing of a public offering with an aggregate offering value of at least $15,000,000 subject to adjustment for stock splits, stock dividends and the like. As of December 31, 2022 and 2021, the outstanding Series A Preferred Stock is convertible into an aggregate of up to 14,636,875 shares of Common Stock.

Common Stock

The number of shares of Common Stock authorized as of December 31, 2022, and 2021 was 75,000,000. The amount issued and outstanding at December 31, 2022 and 2021 was 43,612,339. Shares of Class A Common Stock have voting rights. Net losses are borne by the Class A Common Stockholders and have been presented accordingly on the statements of stockholder’s deficit.

9.	Income Taxes

The components of the income tax provision (benefit) are as follows:


	Years ended December 31,
	2022		2021
Current
Federal	$	—	$	—
State		—		—
Foreign		—		—

Total Current		—		—
Deferred
Federal	$	—	$	—
State		—		—
Foreign		—		—

Total Deferred		—		—

Total income taxes	$	—	$	—

The Company is subject to a federal income tax rate of 21.0%. Additionally, the Company is subject to a blended state income tax rate of 3.87% net of federal benefits. The Company has an effective tax rate of 0% for the years ended December 31, 2022 and 2021 due to the fact that the Company is in a full valuation allowance position.

The principal components of deferred income tax assets, net, were as follows:


	Years ended December 31,
	2022			2021
Deferred tax assets
Research and development credits	$	127,448		$	90,453
Net operating losses		2,181,843			2,375,721

Deferred tax assets		2,309,291			2,466,174
Deferred tax liabilities

Other		(453,694	)		(16,375	)

Less: Valuation allowance		(1,855,597	)		(2,449,799	)

Net deferred tax assets	$	—		$	—

As of December 31, 2022 and December 31, 2021, the Company had Federal and state net operating loss carryforwards of approximately $2,181,843 and $2,375,721, which are available to offset future taxable income. They are due to expire starting in 2026. Federal net operating losses occurring after December 31, 2017, of approximately $1,836,958 may be carried forward indefinitely. A valuation allowance has been established for the full amount of net deferred income tax assets as management has concluded that it is more likely than not that the benefits from such assets will not be realized.

10.

401k Defined Contribution Plan

The Company maintains a defined contribution plan under Section 401(k) of the Internal Revenue Code for substantially all employees. The Company does not match employee contributions.

11.

Subsequent Events

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report unless defined below. As used in this unaudited pro forma condensed combined financial information, “Carmell” refers to Carmell Therapeutics Corporation prior to the Business Combination.

On July 14, 2023 (“Closing Date”), ALPA, Merger Sub and Carmell consummated the Business Combination pursuant to which Merger Sub merged with and into Carmell, with Carmell surviving the Business Combination (the “Business Combination”). Carmell became a wholly owned subsidiary of ALPA, and ALPA was renamed “Carmell Therapeutics Corporation.” The combined company after the Business Combination is referred to as the “Company” or “New Carmell.” Each outstanding share of ALPA Class A Common Stock and each share of ALPA Class B Common Stock was converted into one share of Common Stock. At the closing of the Carmell Acquisition, each outstanding share of Carmell preferred and common stock was canceled and converted into the right to receive a number of shares of Common Stock.

On August 9, 2023, the Company completed the acquisition of Axolotl Biologix, Inc (“Axolotl”). The acquisition of Axolotl is referred to as the “Axolotl Acquisition”.

The following unaudited pro forma combined financial information has been prepared to illustrate the effect of the following transactions (collectively referred to in this Form 8-K/A as the “Transactions”):

•

the Axolotl Transaction; and

•

the Business Combination.

The following unaudited pro forma combined financial statements have been derived by the application of pro forma adjustments to the historical audited and/or unaudited consolidated financial statements and/or financial information of ALPA, Carmell and Axolotl. The following unaudited pro forma combined financial statements give effect to the Business Combination accounted for as a reverse recapitalization in accordance with GAAP, and the Axolotl Acquisition under the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations (‘‘ASC 805’’), with the Company treated as the acquirer in the Axolotl Acquisition. The historical financial information has been adjusted in the unaudited pro forma combined financial statements to give effect to pro forma adjustments that are (1) directly attributable to the Transactions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results of the Company.

The unaudited pro forma condensed combined balance sheet is based on the individual historical consolidated balance sheets of ALPA, Carmell and Axolotl as of June 30, 2023 and has been prepared to reflect the Transactions as if they occurred on June 30, 2023. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 and the six months ended June 30, 2023 combine the historical results of operations of ALPA, Carmell and Axolotl, giving effect to the Transactions as if they occurred on January 1, 2022. The combined pro forma impacts of the Business Combination are reflected in the column ‘‘New Carmell Pro Forma’’ in the unaudited pro forma combined statements of operations and are herein referred to as ‘‘New Carmell Pro Forma.’’

These unaudited pro forma combined financial statements are for informational purposes only. They do not purport to indicate the results that would actually have been obtained had the Transactions been completed on the assumed date or for the periods presented or which may be realized in the future. To produce the pro forma financial information, the Company adjusted Axolotl’s assets acquired and liabilities assumed to their estimated fair values. As of the date of this Current Report on Form 8-K/A, the Company has not finalized its valuation work necessary to arrive at the required estimates of the fair value of the Axolotl assets acquired and liabilities assumed and the related allocation of purchase price is based on preliminary estimates. The pro forma financial statements are presented for illustrative purposes only and are based on the estimates and assumptions set forth in the accompanying notes. Accordingly, the accompanying preliminary unaudited pro forma purchase price allocation is subject to further adjustments as additional information becomes available and as additional analyses are performed. There can be no assurance that such finalization will not result in material changes from the preliminary purchase price allocation.

The pro forma financial statements should be read in conjunction with:

•

the accompanying notes to the pro forma financial statements;

•

the historical unaudited condensed consolidated financial statements of ALPA as of and for the three and six months ended June 30, 2023, and the related notes, which are included in ALPA’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023 (the “ALPA 10-Q”)

•

the historical audited financial statements of ALPA as of and for the year ended December 31, 2022, and the related notes, which are included in ALPA’s Annual Report on Form 10-K/A filed with the SEC on May 16, 2023 (the “ALPA 10-K/A”).

•

the historical unaudited condensed financial statements of Carmell as of and for the six months ended June 30, 2023, and the related notes, included as Exhibit 99.1 to ALPA’s Current Report on Form 8-K/A filed on August 15, 2023;

•

the historical audited financial statements of Carmell as of and for the year ended December 31, 2022, and the related notes, included as Exhibit 99.1 to ALPA’s Current Report on Form 8-K filed on July 20, 2023;

•

the historical unaudited condensed financial statements of Axolotl as of and for the six months ended June 30, 2023, and the related notes, included as Exhibit 99.1 to the Current Report on Form 8-K/A to which this unaudited pro forma financial information is filed as Exhibit 99.3;

•

the historical audited financial statements of Axolotl as of and for the year ended December 31, 2022, and the related notes, included as Exhibit 99.2 to the Current Report on Form 8-K/A to which this unaudited pro forma financial information is filed as Exhibit 99.3; and

•

other information relating to ALPA and Carmell contained in this Current Report, including the Business Combination Agreement and the description of certain terms thereof.

Description of the Business Combination

On July 14, 2023 (“Closing Date”), ALPA, Merger Sub and Carmell consummated the Business Combination pursuant to which Merger Sub merged with and into Carmell, with Carmell surviving the Business Combination. Carmell became a wholly owned subsidiary of ALPA, and ALPA was renamed “Carmell Therapeutics Corporation.” Each outstanding share of ALPA Class A Common Stock and each share of ALPA Class B Common Stock was converted into one share of Common Stock. Upon the consummation of the Business Combination, the consideration for the Business Combination was distributed as follows (in each case, rounded down to the nearest whole share):

•

each outstanding share of Carmell common stock was canceled and converted into the right to receive a number of shares of Common Stock equal to the Exchange Ratio (as defined in the Proxy Statement/Prospectus) of 0.06154;

•

each outstanding share of Carmell preferred stock was converted into Carmell common stock immediately prior to the Business Combination based on the applicable conversion ratio immediately prior to the Effective Time. The shares of Carmell common stock received upon such conversion were then canceled and converted into the right to receive a number of shares of Common Stock equal to the Exchange Ratio of 0.06154; and

•

each outstanding option or warrant to purchase Carmell preferred or common stock was converted into an option or warrant, as applicable, to purchase a number of shares of Common Stock equal to (A) the number of shares of Carmell preferred or common stock subject to such option or warrant, on an as-converted basis, multiplied by (B) the Exchange Ratio at an exercise price per share equal to the current exercise price per share for such option or warrant divided by the Exchange Ratio between 0.06684 and 0.10070. The options and warrants to purchase shares of Common Stock are otherwise subject to the same terms.

Other Related Transactions in Connection with the Business Combination

On July 9, 2023, ALPA and each of Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MCP, MSOF, and MSTO collectively as “Seller” or “Meteora”) entered into a forward purchase agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction. The primary purpose of entering into the Forward Purchase Agreement was to help ensure the Business Combination would be consummated. For purposes of the Forward Purchase Agreement, ALPA and the Combined Company are referred to as the “Counterparty” prior to and after the Business Combination, respectively. Capitalized terms used, but not defined, in this subsection, have the meanings ascribed thereto in the Forward Purchase Agreement.

Pursuant to the terms of the Forward Purchase Agreement, at the closing of the Business Combination, the Sellers purchased directly from the redeeming shareholders of ALPA 1,705,959 shares of the common stock of ALPA (“Recycled Shares”) at $10.279 which is the price equal to the redemption price at which holders of ALPA Common Stock were permitted to redeem their shares in connection with the Business Combination pursuant to Section 9.2(a) of ALPA’s Second Amended and Restated Certificate of Incorporation (the “Charter”) (such price, the “Initial Price”).

In accordance with the terms of the Forward Purchase Agreement, the Sellers were paid an aggregate cash amount (the “Prepayment Amount”) equal to (x) the product of (i) the Recycled Shares and (ii) the Initial Price, or $17,535,632.

The settlement date will be the earliest to occur of (a) the first anniversary of the Closing Date, (b) after the occurrence of (x) a Delisting Event or (y) a Registration Failure, upon the date specified by Seller in a written notice delivered to Counterparty at Seller’s discretion (which settlement date shall not be earlier than the date of such notice). The transaction will be settled via physical settlement. Any Shares not sold in accordance with the early termination provisions described below will incur a $0.50 per share termination fee payable by the Combined Company to the Seller at settlement.

From time to time and on any date following the Business Combination (any such date, an “OET Date”) and subject to the terms and conditions below, Seller may, in its absolute discretion, and so long as the daily volume-weighted average price (“VWAP Price”) of the Shares is equal to or exceeds the Reset Price, terminate the transaction in whole or in part by providing written notice (an “OET Notice”) in accordance with the terms of the Forward Purchase Agreement. The effect of an OET Notice given shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled to an amount from Seller, and the Seller shall pay to Counterparty an amount, equal to the product of (x) the number of Terminated Shares multiplied by (y) the Initial Price in respect of such OET Date (an “Early Termination Obligation”).

The Reset Price is initially $11.50 and subject to a $11.50 floor (the “Reset Price Floor”). The Reset Price shall be adjusted on the first scheduled trading day of every week commencing with the first week following the seventh day after the closing of the Business Combination to be the lowest of (a) the then-current Reset Price and (b) the VWAP Price of the shares of the Counterparty’s common stock of the prior week; provided that the Reset Price shall be no lower than $11.50.

On July 9, 2023, in connection with the forward purchase agreement, the Seller entered into a Non-Redemption Agreement with Alpha, pursuant to which the Seller agreed not to exercise redemption rights under the Charter with respect to an aggregate of 100,000 Shares.

Accounting for the Business Combination

Notwithstanding the legal form of the Business Combination pursuant to the Business Combination Agreement, the Business Combination is accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, ALPA is treated as the acquired company, and Carmell is treated as the acquirer for financial reporting purposes. Accordingly, for accounting purposes, the financial statements of New Carmell represent a continuation of the financial statements of Carmell, with the Business Combination treated as the equivalent of Carmell issuing stock for the net assets of ALPA, accompanied by a recapitalization. The net assets of ALPA are stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Carmell. Carmell has been determined to be the accounting acquirer based on an evaluation of the following facts and circumstances:

•

Carmell’s existing stockholders have a majority of the voting power in New Carmell;

•

the New Carmell Board consists of nine directors, seven of whom were designated by Carmell and two of whom are designated by ALPA;

•

Carmell’s existing senior management team comprises the senior management of the Combined Company; and

•

Carmell’s operations prior to the Business Combination comprise the ongoing operations of New Carmell.

The following summarizes the pro forma shares of New Carmell Common Stock issued and outstanding immediately after the Business Combination:


	Number of Shares		% Ownership
New Carmell Class A shares held by ALPA stockholders		3,321,762		17.3	%
Founder Shares ⁽¹⁾		3,861,026		20.1	%
New Carmell shares issued in merger to Carmell stockholders		12,053,517		62.6	%

Shares outstanding		19,236,305		100.0	%

(1)	All of the Founder Shares converted into shares of Common Stock on the Closing Date.

The pro forma table above excludes New Carmell shares reserved for the future issuance of Carmell’s vested options and warrants and ALPA Public and Private Warrants.

The following table summarizes the total New Carmell shares issuable to Carmell stockholders in connection with the Business Combination.


New Carmell shares issued in merger to Carmell stockholders			12,053,517
Additional New Carmell shares reserved for the future exercise of Carmell stock options			2,285,456
Additional New Carmell shares reserved for the future exercise of Carmell warrants			660,859

Total New Carmell shares issuable to Carmell stockholders			14,999,832

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different, and those changes could be material.

Description of the Axolotl Acquisition

On August 9, 2023, the Company completed the closing of the Axolotl Acquisition (the “Axolotl Closing”). In connection with the closing of the Axolotl Acquisition, the Company issued 3,845,337 shares of Carmell’s common stock, par value $0.0001 per share (“Common Stock”), and 4,243 shares of a newly designated series of Series A Convertible Voting Preferred Stock, $0.0001 par value per share (the “Preferred Stock”), in exchange for all the issued and outstanding shares of Axolotl as part of the consideration paid in connection with the Axolotl Acquisition.

In addition to the shares of Common Stock and the Preferred Stock described above, the consideration includes the Closing Cash Consideration of $8 million, payable upon delivery of the 2022 audited financial statements of Axolotl. The sellers of Axolotl will also receive up to $9.0 million in cash and up to $66.0 million in shares of Common Stock upon the achievement of certain revenue targets and research and development milestones (the “Earnout”).

Accounting for the Axolotl Acquisition

The Axolotl Acquisition is reflected in the unaudited pro forma combined financial statements under the acquisition method of accounting in accordance with ASC 805, Business Combinations (‘‘ASC 805’’), with the Company treated as the accounting and legal acquirer in the Axolotl Acquisition. It was determined that Axolotl is a variable interest entity, or VIE, as Axolotl’s total equity at risk is not sufficient to permit Axolotl to finance its activities without additional subordinated financial support, with the Company being the primary beneficiary. In accordance with FASB Accounting Standards Codification (“ASC”) Topic 805 “Business Combinations,” the Company recorded Axolotl’s assets and liabilities at fair value.

For purposes of estimating the fair value, where applicable, of the assets acquired and liabilities assumed as reflected in the unaudited pro forma combined financial information, the Company has applied the guidance in ASC 820, Fair Value Measurements and Disclosures (‘‘ASC 820’’), which establishes a framework for measuring fair value in each of their respective acquisitions. In accordance with ASC 820, fair value is an exit price and is defined as ‘‘the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.’’ Under ASC 805, acquisition-related transaction costs are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.

As of this date, the Company has not finalized its valuation work necessary to arrive at the required estimates of fair value of the assets acquired and liabilities assumed in the Axolotl Acquisition and the related allocation of the purchase consideration is based on preliminary estimates. Due to the fact that the unaudited pro forma combined financial information has been prepared based on preliminary estimates, the final amounts recorded for the Axolotl Acquisition may differ materially from the information presented herein. These estimates are subject to change pending further review of the fair value of assets acquired and liabilities assumed.

The purchase consideration for the Axolotl Acquisition included the consideration amounts accounted at fair value as follows (in thousands):


3,845,337 shares of New Carmell Class A Common stock	$	11,271
4,234 shares of New Carmell Series A Preferred stock		10,382
Earnout		13,482
Deferred Consideration		6,915

Total estimated value of consideration transferred	$	42,050

The preliminary allocation of the purchase consideration to the estimated fair values of assets acquired and liabilities assumed is as follows (in thousands):


Total estimated value of consideration transferred	$	42,050

Cash and cash equivalents		698
Accounts receivable		17,160
Prepaid expenses		200
Inventories		11,699
Property and equipment		86
Intangible assets		23,260

Total assets		53,103

Accounts payable		13,830
Accrued interest		107
Accrued interest, related party		195
Other accrued expenses		54
Loans		1,497
Related party loans		5,610
Deferred tax liabilities		8,075

Net assets to be acquired		23,735

Goodwill	$	18,315

The final consideration, and amounts allocated to assets acquired and liabilities assumed in the Axolotl Acquisition could differ materially from the preliminary amounts presented in these unaudited pro forma combined financial statements. A decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed in the Axolotl Acquisition from the preliminary valuations presented in the unaudited pro forma combined balance sheet would result in a dollar-for-dollar corresponding increase in the amount of goodwill from the Axolotl Acquisition. In addition, if the fair value of the acquired inventories, intangible or other assets is higher than the preliminary indication, it may result in higher amortization expense than is presented in the unaudited pro forma combined statements of operations.

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of the Company upon consummation of (i) the Business Combination and the other events contemplated by the Business Combination Agreement in accordance with GAAP, and (ii) the Axolotl Acquisition and the other events contemplated by the Axolotl Acquisition Agreement in accordance with GAAP.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes. The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Business Combination are expected to be used for general corporate purposes. Further, the unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of the Company following the consummation of the Business Combination and the Axolotl Acquisition. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. ALPA, Carmell and Axolotl have not had any historical relationship prior to the transactions discussed in this Current Report. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2023

(in thousands)


					Business								Axolotl
					Combination								Acquisition
					Transaction								Transaction
					Accounting				New Carmell				Accounting
	ALPA		Carmell		Adjustments				Pro Forma		Axolotl		Adjustments				Pro Forma
	(Historical)		(Historical)		(Note 2)				Combined		(Historical)		(Note 3)				Combined
ASSETS
Current assets:
Cash	$	10	$	16	$	11,829		(1)	$	7,432	$	698	$	(300	)	(E)	$	7,830
						1,644		(2)
						(2,280	)	(4)
						(3,787	)	(9)
Accounts receivable		—		—		—				—		17,160		—				17,160
Deferred offering costs		—		1,317		(1,317	)	(4)		—		—		—				—
Prepaid expenses		54		6		—				60		200		—				260
Inventories		—		—		—				—		2,595		9,104		(C)		11,699

Total current assets		64		1,339		6,089				7,492		20,653		8,804				36,949
Marketable securities held in trust account		160,237		—		(29,347	)	(1)		—		—		—				—
						(130,890	)	(2)
Operating lease right-of-use assets, net		—		788		—				788		—		—				788
Intangible assets, net of accumulated		—		26		—				26		—		23,260		(D)		23,286
Property and equipment, net		—		237		—				237		86		—				323
Forward purchase agreement asset		—		—		16,822		(1)		16,822		—		—				16,822
Goodwill		—		—		—				—		—		1,057		(A)		18,315
														42,050		(B)
														(9,607	)	(C)
														(23,260	)	(D)
														8,075		(F)

Total assets	$	160,301	$	2,390	$	(137,326	)		$	25,365	$	20,739	$	50,379			$	96,483


LIABILITIES, REDEEMABLE CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities:
Accounts payable	$	—	$	3,661	$	—				$	3,661	$	13,830	$	—				$	17,491
Accrued expenses		2,815		1,613		—					4,428		54		—					4,482
Due to related party		172		—		—					172		—		—					172
Income taxes payable		1,123		—		—					1,123		—		—					1,123
Accrued interest		—		1,009		(1,009	)	(9	)		—		107		—					107
Accrued interest, related		—				—					—		195		—					195
Advance from related party		—		25							25		—		—					25
Promissory notes, net of debt discount		—		708		—					708		—		—					708
Promissory notes-related parties, net of debt discount		—		69							69		—		—					69
Convertible notes payable, current		—		2,778		(2,778	)	(9	)		—		—		—					—
Derivative liabilities		—		4,697		(4,697	)	(9	)		—		—		—					—
Loans, current		—		—		—					—		—		—					—
Lease liability, current		—		135		—					135		—		—					135

Total current liabilities		4,110		14,695		(8,484	)				10,321		14,186		—					24,507
Loans, noncurrent		—		—		—					—		2,000		(503	)	(C	)		1,497
Related party loans, noncurrent		—		—		—					—		5,610		—					5,610
Lease liability, net of current portion		—		759		—					759		—		—					759
Earnout liability		—		—		—					—		—		13,482		(B	)		13,482
Contingent consideration payable		—		—		—					—		—		6,915		(B	)		6,915
Deferred tax liabilities		—		—		—					—		—		8,075		(F	)		8,075

Total liabilities		4,110		15,454		(8,484	)				11,080		21,796		27,969					60,845
Commitments and contingencies
Class A common stock subject to possible redemption		158,593		—		(29,347	)	(1	)		—		—		—					—
						(129,246	)	(2	)
Redeemable Convertible Preferred stock
Series A Preferred stock		—		7,866		(7,866	)	(3	)		—		—		—					—
Series B Preferred stock		—		7,025		(7,025	)	(3	)		—		—		—					—
Series C-1 Preferred stock		—		810		(810	)	(3	)		—		—		—					—
Series C-2 Preferred stock		—		16,341		(16,341	)	(3	)		—		—		—					—

Total redeemable convertible preferred stock		—		32,042		(32,042	)				—		—		—					—


Stockholders’ (deficit) equity
Series A Preferred stock		—			—			—					—			15			(15	)	(A	)		—
Class A Common stock		—			—			1		(3	)		2			44			(44	)	(A	)		2
								1		(6	)
Class B common stock		1			—			(1	)	(6	)		—			—			—					—
Common stock		—			15			(15	)	(7	)		—			—			—					—
Additional paid-in-capital		—			5,026			29,347		(1	)		60,687			4,203			(4,203	)	(A	)		82,340
								32,041		(3	)								21,653		(B	)
								(1,347	)	(4	)
								394		(5	)
								15		(7	)
								(5,047	)	(8	)
								258		(9	)
Accumulated (deficit) equity		(2,403	)		(50,147	)		(2,250	)	(4	)		(46,404	)		(5,319	)		5,319		(A	)		(46,704	)
								(394	)	(5	)								(300	)	(E	)
								5,047		(8	)
								4,439		(9	)
								(696	)	(1	)

Total stockholders’ (deficit) equity		(2,402	)		(45,106	)		61,793					14,285			(1,057	)		22,410					35,638

Total liabilities, redeemable convertible preferred stock and stockholders’ (deficit) equity	$	160,301		$	2,390		$	(137,326	)			$	25,365		$	20,739		$	50,379				$	96,483

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2023

(in thousands, except share and per share data)


							Business											Axolotl
							Combination											Acquisition
							Transaction											Transaction
							Accounting					New Carmell						Accounting
	ALPA			Carmell			Adjustments					Pro Forma			Axolotl			Adjustments					Pro Forma
	(Historical)			(Historical)			(Note 2)					Combined			(Historical)			(Note 3)					Combined
Revenue		—			—			—					—			21,920			—					21,920
Cost of revenue		—			—			—					—			1,041			—					1,041

Gross profit		—			—			—					—			20,879			—					20,879
Costs and expenses
Selling and marking		—			—			—					—			16,041			—					16,041
General and administrative		1,917			1,148			—					3,065			2,090			—					5,155
Research and development		—			1,565			—					1,565			699			—					2,264
Depreciation and amortization		—			50			—					50			—			1,322		(A	)		1,372

Total costs and expenses		1,917			2,763			—					4,680			18,830			1,322					24,832
Income (Loss) from operations		(1,917	)		(2,763	)		—					(4,680	)		2,049			(1,322	)				(3,953	)
Other income (expense)
Dividend and interest income		3,542			—			(3,542	)	(1	)		—			—			—					—
Other income		—			34			—					34			—			—					34
Change in fair value of derivative liabilities		—			(3,870	)		3,870		(2	)		—			—			—					—
Interest expense		—			(531	)		531		(2	)		—			(235	)		—					(235	)
Amortization of debt discount		—			(8	)		8		(2	)		—			—			—					—

Net income (loss) before income taxes		1,625			(7,138	)		867					(4,646	)		1,814			(1,322	)				(4,154	)
Income tax provision		(731	)		—			—					(731	)		—			—					(731	)

Net income (loss)	$	894		$	(7,138	)	$	867				$	(5,377	)	$	1,814		$	(1,322	)			$	(4,885	)


Weighted average shares outstanding of Carmell common stock - basic and diluted				18,307,002
Basic and diluted net loss per share - Carmell common stock			$	(0.42	)

Weighted average shares outstanding of Class A common stock subject to possible redemption - basic and diluted		15,444,103
Basic and diluted net income per share - Class A common stock subject to possible redemption	$	0.05

Weighted average shares outstanding of Class B common stock - basic and diluted		3,861,026
Basic and diluted net income per share - Class B common stock	$	0.05

Weighted average shares outstanding of Class A common stock - basic and diluted		463,882					19,236,305			23,081,642
Basic and diluted net income per share - Class A common stock	$	0.05				$	(0.28	)	$	(0.21	)

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2022

(in thousands, except share and per share data)


	ALPA (Historical)			Carmell (Historical)			Business Combination Transaction Accounting Adjustments (Note 2)				New Carmell Pro Forma Combined			Axolotl (Historical)			Axolotl Acquisition Transaction Accounting Adjustments (Note 3)				Pro Forma Combined
Revenue		—			—			—				—			39,897			—				39,897
Cost of revenue		—			—			—				—			2,100			9,104		(C)		11,204

Gross profit		—			—			—				—			37,797			(9,104	)			28,693
Costs and expenses
Selling and marketing		—			—			—				—			28,807			—				28,807
General and administrative		1,651			3,218			394		(3)		5,263			4,959			—				10,222
Research and development		—			2,196			—				2,196			1,016			—				3,212
Depreciation and amortization		—			94			—				94			—			2,540		(B)		2,634
Transaction costs		—			—			2,250		(2)		2,250			—			300		(A)		2,550

Total costs and expenses		1,651			5,508			2,644				9,803			34,782			2,840				47,425
Income (Loss) from operations		(1,651	)		(5,508	)		(2,644	)			(9,803	)		3,015			(11,944	)			(18,732	)
Other income (expense)
Dividend and interest income		2,247			—			(2,247	)	(1)		—			—			—				—
Forgiveness of debt		—			—			—				—			205			—				205
Other income		—			11			—				11			(1	)		—				10
Change in fair value of derivative liabilities		—			1,259			(1,259	)	(4)		—			—			—				—
Loss on debt extinguishment		—			(1,065	)		—				(1,065	)		—			—				(1,065	)
Interest expense		—			—			—				—			(61	)		—				(61	)
Interest expense, related party		—			(52	)		—				(52	)		(417	)		—				(469	)
Interest expense, non-related party		—			(1,652	)		1,652		(4)		—			—			—				—
Amortization of debt discount		—			(2,044	)		2,044		(4)		—			—			—				—
Gain on the settlement of the Convertible Notes		—			—			4,439		(4)		4,439			—			—				4,439
Loss on Forward Purchase Agreement		—			—			(696	)	(5)		(696	)		—			—				(696	)

Net income (loss) before income taxes		596			(9,051	)		1,289				(7,166	)		2,741			(11,944	)			(16,369	)
Income tax provision		(391	)		—			—				(391	)		—			—				(391	)

Net income (loss)	$	205		$	(9,051	)	$	1,289			$	(7,557	)	$	2,741		$	(11,944.00	)		$	(16,760	)


Weighted average shares outstanding of Carmell common stock - basic and diluted				28,546,036
Basic and diluted net loss per share - Carmell common stock			$	(0.34	)

Weighted average shares outstanding of Class A common stock subject to possible redemption - basic and diluted		15,444,103
Basic and diluted net loss per share - Class A common stock subject to possible redemption	$	0.01

Weighted average shares outstanding of Class B common stock - basic and diluted		3,861,026
Basic and diluted net loss per share - Class B common stock	$	0.01

Weighted average shares outstanding of Class A common stock - basic and diluted		463,882					19,236,305			23,081,642
Basic and diluted net loss per share -Class A common stock	$	0.01				$	(0.39	)	$	(0.73	)

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

1. Basis of Presentation

The unaudited pro forma combined financial statements have been derived by the application of pro forma adjustments to the historical audited and/or unaudited consolidated financial statements and/or financial information of ALPA, Carmell and Axolotl. The following unaudited pro forma combined financial statements give effect to the Business Combination accounted for a reverse recapitalization in accordance with GAAP, and Axolotl Acquisition under the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations (‘‘ASC 805’’), with the Company treated as the acquirer in the Axolotl Acquisition. The historical consolidated financial information has been adjusted in the unaudited pro forma combined financial statements to give effect to pro forma adjustments that are (1) directly attributable to the Transactions, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results of the Company.

The unaudited pro forma condensed combined balance sheet is based on the individual historical consolidated balance sheets of ALPA, Carmell and Axolotl as of June 30, 2023, and has been prepared to reflect the Transactions as if they occurred on June 30, 2023. The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2022 and the six months ended June 30, 2023 combine the historical results of operations of ALPA, Carmell and Axolotl, giving effect to the Transactions as if they occurred on January 1, 2022. The combined pro forma impacts of the Business Combination are reflected in the column ‘‘New Carmell Pro Forma’’ in the unaudited pro forma combined statements of operations and are herein referred to as ‘‘New Carmell Pro Forma.’’

The pro forma financial statements should be read in conjunction with:

•

the accompanying notes to the pro forma financial statements;

•

other information relating to ALPA and Carmell contained in this Current Report, including the Business Combination Agreement and the description of certain terms thereof.

The unaudited pro forma condensed combined financial information should also be read together with the sections of the ALPA 10-K/A and the ALPA 10-Q entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the sections of the Current Reports on Form 8-K filed with the SEC on July 20, 2023 and August 15, 2023 entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as other financial information included elsewhere in this Current Report.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination and Axolotl Acquisition are based on information available as of the date of this Current Report and certain assumptions and methodologies that management believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in these notes, may be revised as additional information becomes available and is evaluated. Therefore, the actual adjustments may materially differ from the pro forma adjustments that appear in this Current Report. Management considers this basis of presentation to be reasonable under the circumstances.

One-time direct and incremental transaction costs anticipated to be incurred by Carmell prior to, or concurrent with, the Closing are reflected in the unaudited pro forma condensed combined balance sheet as a direct reduction to the New Carmell’s additional paid-in capital and are assumed to be cash settled. Since the Business Combination is accounted for as a reverse merger and recapitalization of Carmell into ALPA, the costs incurred by ALPA to consummate the merger are expensed as incurred. Under ASC 805, transaction costs related to the Axolotl acquisition are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.

2. Business Combination Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Business Combination Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2023 are as follows:

(1)

Reflects the liquidation and reclassification of cash and marketable securities held in the Trust Account that becomes available for general use by New Carmell following the Business Combination, the transfer of ALPA’s Class A Common Stock remaining after the redemption at the Closing Date to permanent equity and the forward purchase agreement asset. The adjustments are based on the number of shares of Class A Common Stock remaining after the redemption at the Closing Date of 2,857,880, including 1,705,959 shares of Class A Common Stock subject to the Forward Purchase Agreement, and the redemption price of approximately $10.27 per share as of June 30, 2023. Pursuant to the terms of the Forward Purchase Agreement, at the closing of the Business Combination, Meteora purchased 1,705,959 shares of the Class A common stock, including from holders that previously elected to redeem their shares of ALPA Class A common stock during the redemption period (“Recycled Shares”). In addition, Meteora was paid directly an aggregate cash amount (the “Prepayment Amount”) of $17,518,253 equal to (x) the product of (i) the Recycled Shares of 1,705,959 and (ii) the redemption price at which holders of ALPA Common Stock were permitted to redeem their shares in connection with the Business Combination (which is $10.27 at June 30, 2023).

The Forward Purchase Agreement was accounted for at fair value as a financial instrument in the scope of ASC 480 and resulted in an asset at the Closing Date. The fair value of the Company’s position under the Forward Purchase Agreement was calculated using the Call/Put Option Pricing Model. The valuation was prepared assuming the closing date of June 30, 2023. The features in the forward purchase agreement incorporated into the model included the termination fee of $0.50 per share, the risk-free rate of 5.37% and the term of one year. The difference between the fair value of the forward purchase agreement asset of $16,821,561 and the prepayment amount of $17,518,253 was expensed at the merger date.

(2)

Reflects the cash disbursement for the redemption of 12,586,223 shares of Class A Common Stock (corresponding to the number of Class A Common Stock shares redeemed at the Closing Date) at a redemption price of approximately $10.27 per share (as of June 30, 2023), totaling approximately $129.3 million, net of the funds reserved for the payment of income and franchise taxes of approximately $1.6 million.

(3)	Reflects the exchange of all Carmell preferred stock (Series A preferred, Series B preferred, and Series C preferred) into New Carmell common stock pursuant to the conversion rate for such shares of Carmell preferred stock effective immediately prior to the Closing.

(4)

Reflects the preliminary estimated payment of direct and incremental transaction costs incurred prior to or concurrent with the Business Combination of approximately $3.6 million (exclusive of the deferred underwriters’ discount discussed below), which are to be cash-settled upon Closing in accordance with the Business Combination Agreement. Transaction costs include legal, accounting, financial advisory and other professional fees related to the Business Combination. Of the total cash transaction costs of approximately $3.6 million, approximately $1.3 million are to be incurred by Carmell and charged to additional paid-in capital, and approximately $2.3 million are to be incurred by ALPA and charged to expenses through accumulated deficit.

(5)

Reflects the non-cash charge of $0.4 million representing the compensation expense attributable to shares of Class B common stock transferred by the Sponsor to each of the three independent director nominees as compensation for their service on the board of directors, which awards vest simultaneously with the closing of an initial Business Combination.

(6)	Reflects the conversion of ALPA’s Class B Common Stock to Common Stock.

(7)	Reflects the recapitalization of equity as a result of the exchange of Carmell common stock for Common Stock at the Exchange Ratio.

(8)

Reflects the elimination of ALPA’s accumulated deficit to additional paid-in capital, including approximately $2.3 million of transaction costs incurred in connection with the Business Combination (refer to adjustment 4 above) and approximately $0.4 million of compensation expense discussed in adjustment 5 above.

(9)

Reflects the settlement of the Convertible Notes and related derivative liabilities of Carmell upon the closing of the Business Combination under the terms of the Convertible Notes. Upon the closing of the Business Combination, the Convertible Notes would be settled at approximately $3.8 million in cash and through the issuance of 25,000 shares of New Carmell common stock (with a fair value of $10.30 per share as of June 30, 2023) recorded in the additional paid-in capital.

Business Combination Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 are as follows:

(1)	Reflects an adjustment to eliminate interest income related to the Trust Account.

(2)

Represents the elimination of the change in fair value of derivative liabilities, amortization of debt discount and interest expense incurred in relation to the Convertible Notes, as they are assumed to have been settled upon the closing of the Business Combination as of January 1, 2022 for pro forma purposes.

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 are as follows:

(1)	Reflects an adjustment to eliminate interest income related to the Trust Account.

(2)

Represents the transaction costs expected to be incurred by ALPA. Since the Business Combination is expected to be accounted for as a reverse merger and recapitalization of Carmell into ALPA, the costs incurred by ALPA to consummate the merger are expensed as incurred. This adjustment is non-recurring in nature and is not expected to have a continuing effect on future period statements of operations.

(3)

Represents the non-cash expense of approximately $0.4 million representing the compensation expense attributable to shares of Class B common stock transferred by the Sponsor to each of the three independent director nominees as compensation for their service on the board of directors, which awards vest simultaneously with the closing of an initial Business Combination, which is assumed to have occurred as of January 1, 2022. This adjustment is non-recurring in nature and is not expected to have a continuing effect on future period statements of operations.

(4)

Represents approximately $4.4 million gain on the settlement of the Convertible Notes upon the closing of the Business Combination, which is assumed to have occurred as of January 1, 2022, as well as the elimination of the change in fair value of derivative liabilities, amortization of debt discount, and interest expense related to the Convertible Notes. Refer to adjustment (9) on the unaudited pro forma condensed combined balance sheet as of June 30, 2023. This adjustment is non-recurring in nature and is not expected to have a continuing effect on future period statements of operations.

(5)	Reflects the loss on the Forward Purchase Agreement as of the merger date. Refer to adjustment (1) related to the June 30, 2023 pro forma balance sheet.

3. Axolotl Acquisition Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

Axolotl Acquisition Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The transaction accounting adjustments included in the unaudited pro forma condensed combined balance sheet as of June 30, 2023 are as follows:

(A)

Reflects the elimination of the historical equity balances of Axolotl as of the acquisition date.

(B)

Reflects the purchase consideration in the Axolotl Acquisition recorded at fair value, consisting of (1) the preliminary estimated fair value of 3,845,337 shares of the Company’s Class A Common stock of approximately $11.3 million, (2) the preliminary estimated fair value of 4,234 shares of the Company’s Series A Preferred Stock of approximately $10.4 million, (3) the preliminary estimated fair value of the Earnout (defined below) liability of approximately $13.5 million, and (4) the preliminary estimated fair

value of the Deferred Consideration (defined below) of approximately $6.9 million. The purchase consideration transferred in the Axolotl Acquisition includes performance-based earn-outs of up to $9.0 million in cash and up to $66.0 million in shares of Common Stock, subject to the achievement of certain revenue targets and research and development milestones (the “Earnout”). The fair value of the Earnout was estimated as of the acquisition date using (1) the probabilities of success and estimated dates of milestone achievements in relation to the research and development milestones and (2) probability-adjusted revenue scenarios in relation to the revenue targets. The purchase consideration transferred in the Axolotl Acquisition also includes $8.0 million in cash payable upon delivery of the audited financial statements of Axolotl (the “Deferred Consideration”). The fair value of the Deferred Consideration was estimated as of the acquisition date as the present value of the payment based on the expected payment date of December 31, 2024.

(C)

Reflects the preliminary estimated fair value adjustment to the finished goods inventory acquired in the Axolotl Acquisition, estimated at approximately $11.7 million. The preliminary fair value of the finished goods inventory acquired in the Axolotl Acquisition was determined based on the selling prices, adjusted for the estimated selling costs. The Company also assumed the Loans of Axolotl totaling $2 million and the Related Party Loans totaling $5.6 million, which were accounted for at fair value at the acquisition date. The adjustment of approximately $0.5 million to the Loans is based on the future loan payments discounted using current market rates.

(D)

Reflects the preliminary estimated fair value of the intangible assets acquired in the Axolotl Acquisition, including: (1) customer contracts of approximately $12.2 million, (2) intellectual property of approximately $8.9 million, and (3) trade name of approximately $2.2 million. The preliminary estimated fair value of the customer contract as of the acquisition date was determined based on the projected future profits from the contract, discounted to present value and the likelihood of contract renewals at the end of each contract term. The preliminary estimated fair value of the intellectual property as of the acquisition date was determined based on the estimated license royalty rates, the present value of future cash flows from the intellectual property, and the expected useful life of 7 years. The preliminary estimated fair value of the trade name was determined based on the estimated royalty rates for the use of the trade name, the projected revenues attributable to the trade name discounted to present value and the expected useful life of 7 years.

(E)

Reflects the preliminary estimated acquisition costs incurred by the Company of approximately $0.3 million. In accordance with ASC 805, transaction costs related to the Axolotl Acquisition are not included as components of consideration transferred but are accounted for as expenses in the period in which the costs are incurred.

(F)

Reflects estimated deferred income tax liabilities calculated by applying the effective tax rate (25%) to the fair value adjustments made to inventory, customer relationship, intellectual property and tradename. As a result of the pro forma adjustments yielding a net increase in long-term deferred income tax liabilities in connection with the Axolotl Acquisition, the Company was in a net deferred tax liability tax position. Considering that the realization of taxable income in future periods is highly uncertain, it was assumed that the proforma adjustments to the deferred tax liabilities would not relieve the valuation allowance recorded against its deferred tax assets.

Axolotl Acquisition Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2023 are as follows:

(A)

Reflects the amortization expense of the intangible assets acquired in the Axolotl Acquisition, determined based on the preliminary estimated fair value of the intangible assets and the useful lives. The amortization of the customer contracts was calculated in proportion to the projected revenues over a 20-year useful life. The Trade Name and Intellectual Property have estimated useful lives of 7 years, with the amortization calculated on a straight-line basis.

The transaction accounting adjustments included in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 are as follows:

(A)

(B)

Reflects the amortization expense of the intangible assets acquired in the Axolotl Acquisition, determined based on the preliminary estimated fair value of the intangible assets and the expected useful lives. The amortization of the customer contracts was calculated in proportion to the projected revenues over a 20-year useful life. The Trade Name and Intellectual Property have estimated useful lives of 7 years, with the amortization calculated on a straight-line basis.

(C)

Reflects the costs of revenue associated with the fair value adjustment of the finished goods inventory, expected to be recognized over a one-year period based on the inventory balance on hand as of the acquisition date.

4. Loss per Share

Represents the net loss per share calculated using the historical weighted average shares of ALPA common stock outstanding and the issuance of additional shares in connection with the Business Combination, the Axolotl Acquisition and other related events, assuming the shares were outstanding since January 1, 2022. As the Business Combination, the Axolotl Acquisition and other related events are being reflected as if they had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable in connection with the Business Combination and the Axolotl Acquisition have been outstanding for the entire period presented. No unexercised stock options and warrants were included in the earnings per share calculation as they would be anti-dilutive.


	Six Months Ended June 30, 2023 Pro Forma Combined
Pro forma net loss	$	(4,885	)
Weighted average shares outstanding-basic and diluted		23,081,642
Net loss per share-basic and diluted	$	(0.21	)


New Carmell shares held by ALPA stockholders		3,321,762
Founder Shares ⁽¹⁾		3,861,026
New Carmell shares issued in merger to Carmell		12,053,517
New Carmell shares issued in Axolotl Acquisition		3,845,337

Shares outstanding		23,081,642


	Year Ended December 31, 2022 Pro Forma Combined
Pro forma net loss	$	(16,760	)
Weighted average shares outstanding-basic and diluted		23,081,642
Net loss per share-basic and diluted	$	(0.73	)


New Carmell shares held by ALPA stockholders		3,321,762
Founder Shares ⁽¹⁾		3,861,026
New Carmell shares issued in merger to Carmell		12,053,517
New Carmell shares issued in Axolotl Acquisition		3,845,337

Shares outstanding		23,081,642

⁽¹⁾	All of the Founder Shares converted into shares of Common Stock on the Closing Date.

The following outstanding shares of common stock equivalents are excluded from the computation of pro forma diluted net income per share for all the periods and scenarios presented because including them would have an anti-dilutive effect.


ALPA Public Warrants			3,861,015
ALPA Private Warrants			115,970
Carmell Warrants			660,859
Carmell Stock Options			2,285,456
Series A Preferred stock			4,234

Total			6,927,534

Document and Entity Information	Aug. 09, 2023
Document Information [Line Items]
Document Type	8-K/A
Amendment Flag	true
Document Period End Date	Aug. 09, 2023
Entity Registrant Name	Carmell Corp
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40228
Entity Tax Identification Number	86-1645738
Entity Address, Address Line One	2403 Sidney Street
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15203
City Area Code	919
Local Phone Number	313-9633
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Description	As previously disclosed in the Current Report on Form 8-K (the “Original Form 8-K”) filed by Carmell Corporation (the “Company”) with the Securities and Exchange Commission on August 14, 2023, on August 9, 2023 the Company completed its acquisition of Axolotl Biologix, Inc. (“Axolotl”). This Current Report on Form 8-K/A (this “Amendment No. 1”) amends the Original Form 8-K to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were previously omitted from the Original Form 8-K in reliance on Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K. This Amendment No. 1 does not amend any other item in the Original Form 8-K, and all other information previously reported in or filed with the Original Form 8-K is hereby incorporated by reference into this Amendment No. 1.
Entity Central Index Key	0001842939
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	CTCX
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	CTCXW
Security Exchange Name	NASDAQ

Date: October 25, 2023

CARMELL CORPORATION

/s/ Rajiv S. Shukla

Rajiv S. Shukla

Executive Chairman