Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | CARMELL CORPORATION | |
Entity Central Index Key | 0001842939 | |
Entity File Number | 001-40228 | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 2403 Sidney Street | |
Entity Address, Address Line Two | Suite 300 | |
Entity Address, City or Town | Pittsburgh | |
Entity Address, Postal Zip Code | 15203 | |
City Area Code | 919 | |
Local Phone Number | 313-9633 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Common Stock, par value $0.0001 per share | |
Trading Symbol | CTCX | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 23,081,642 | |
Entity Address, State or Province | PA | |
Current Fiscal Year End Date | --12-31 | |
Entity Tax Identification Number | 86-1645738 | |
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 [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 $11.50 | |
Trading Symbol | CTCXW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash | $ 7,968,502 | $ 128,149 |
Accounts receivable, net | 14,404,800 | 0 |
Prepaid expenses | 1,311,593 | 55,069 |
Inventories | 9,808,235 | 0 |
Forward purchase agreement | 5,376,139 | 0 |
Deferred offering costs | 0 | 394,147 |
Other current assets | 0 | 28,175 |
Total current assets | 38,869,269 | 605,540 |
Property and equipment, net of accumulated depreciation of $772,028 and $530,116, respectively | 289,800 | 254,974 |
Operating lease right of use asset | 865,006 | 859,331 |
Intangible assets, net of accumulated amortization of $444,403 and $42,044, respectively | 22,886,343 | 28,702 |
Goodwill | 19,313,527 | 0 |
Total assets | 82,223,945 | 1,748,547 |
Current liabilities: | ||
Accounts payable | 17,790,349 | 2,138,732 |
Accrued expenses and other liabilities | 2,307,797 | 944,573 |
Operating lease liability | 140,825 | 129,502 |
Deferred consideration payable | 8,000,000 | 0 |
Income taxes payable | 732,567 | 0 |
Convertible notes payable | 0 | 2,777,778 |
Derivative liabilities | 0 | 826,980 |
Total current liabilities | 37,709,927 | 7,295,285 |
Long-term Liabilities: | ||
Operating lease liability, net of current portion | 741,186 | 827,728 |
Earnout liabilities | 13,520,385 | |
Deferred tax liabilities | 7,836,876 | |
Total liabilities | 61,306,374 | 8,123,013 |
Commitments and Contingencies (see Note 9) | ||
Stockholders' Equity (Deficit): | ||
Series A convertible voting preferred stock, 4,234 and zero shares authorized, issued and outstanding at September 30, 2023, and December 31, 2022, respectively | 1 | 0 |
Common stock, $0.0001 and $.001 par value, 250,000,000 and 240,000,000 shares authorized, and 23,081,642, and 14,531,511 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively | 2,308 | 894 |
Additional paid-in capital | 82,576,012 | 4,590,858 |
Accumulated deficit | (61,660,750) | (42,382,291) |
Total Stockholders' Equity (Deficit) | 20,917,571 | (37,790,539) |
Total Liabilities, Mezzanine Equity and Stockholders' Equity (Deficit) | 82,223,945 | 1,748,547 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Accrued interest | 1,308,641 | 477,720 |
Loans payable | 1,720,766 | 0 |
Long-term Liabilities: | ||
Loans payable, net of current portion | 1,498,000 | |
Related Party [Member] | ||
Current liabilities: | ||
Accrued interest | 98,982 | 0 |
Loans payable | 5,610,000 | |
Series C-1 Redeemable Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Redeemable convertible preferred stock | 0 | 772,028 |
Series C-2 Redeemable Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Redeemable convertible preferred stock | 0 | 15,904,275 |
Series B Redeemable Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Redeemable convertible preferred stock | 0 | 7,025,434 |
Series A Redeemable Convertible Preferred Stock [Member] | ||
Mezzanine Equity | ||
Redeemable convertible preferred stock | $ 0 | $ 7,714,336 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Sep. 30, 2023 | Jul. 15, 2023 | Jul. 14, 2023 | Jul. 11, 2023 | Jan. 04, 2023 | Dec. 31, 2022 |
Accumulated depreciation on property plant and equipment | $ 772,028 | $ 530,116 | ||||
Finite lived intangible asset accumulated depreciation | $ 444,403 | $ 42,044 | ||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | |
Common stock shares authorized | 250,000,000 | 240,000,000 | ||||
Common stock shares issued | 23,081,642 | 19,305,129 | 894,318 | |||
Common stock shares outstanding | 23,081,642 | 19,236,305 | 894,318 | |||
Series C-1 Preferred Stock [Member] | ||||||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Temporary equity, shares authorized | 0 | 3,436,863 | ||||
Temporary equity, shares issued | 0 | 426,732 | ||||
Temporary equity, shares outstanding | 0 | 426,732 | ||||
Series C-2 Preferred Stock [Member] | ||||||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Temporary equity, shares authorized | 0 | 6,011,960 | ||||
Temporary equity, shares issued | 0 | 5,857,512 | ||||
Temporary equity, shares outstanding | 0 | 5,857,512 | ||||
Series B Preferred Stock [Member] | ||||||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Temporary equity, shares authorized | 0 | 2,893,515 | ||||
Temporary equity, shares issued | 0 | 2,824,881 | ||||
Temporary equity, shares outstanding | 0 | 2,824,881 | ||||
Series A Preferred Stock [Member] | ||||||
Temporary Equity, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | ||||
Temporary equity, shares authorized | 0 | 2,010,728 | ||||
Temporary equity, shares issued | 0 | 2,010,728 | ||||
Temporary equity, shares outstanding | 0 | 2,010,728 | ||||
Preferred stock par or stated value per share | $ 0.001 | $ 0.001 | ||||
Preferred stock shares authorized | 4,243 | 0 | ||||
Preferred stock shares issued | 4,243 | 0 | ||||
Preferred stock shares outstanding | 4,243 | 0 | ||||
Series C-1 Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity, Par or Stated Value Per Share | $ 2.54 | |||||
Temporary equity, shares authorized | 3,436,863 | |||||
Temporary equity, shares issued | 426,732 | |||||
Temporary equity, shares outstanding | 426,732 | |||||
Series C-2 Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity, Par or Stated Value Per Share | $ 2.15 | |||||
Temporary equity, shares authorized | 6,011,960 | |||||
Temporary equity, shares issued | 5,857,512 | |||||
Temporary equity, shares outstanding | 5,857,512 | |||||
Series B Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity, Par or Stated Value Per Share | $ 2.49 | |||||
Temporary equity, shares authorized | 2,893,515 | |||||
Temporary equity, shares issued | 2,824,881 | |||||
Temporary equity, shares outstanding | 2,824,881 | |||||
Series A Redeemable Convertible Preferred Stock [Member] | ||||||
Temporary Equity, Par or Stated Value Per Share | $ 2.19 | |||||
Temporary equity, shares authorized | 2,010,728 | |||||
Temporary equity, shares issued | 2,010,728 | |||||
Temporary equity, shares outstanding | 2,010,728 |
Condensed Consolidated Stateme
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue | $ 3,728,816 | $ 0 | $ 3,728,816 | $ 0 |
Cost of revenue | 1,543,826 | 0 | 1,543,826 | 0 |
Gross profit | 2,184,990 | 0 | 2,184,990 | 0 |
Operating expenses: | ||||
Research and development | 1,671,906 | 570,935 | 3,235,888 | 1,554,602 |
Selling and marketing | 3,069,520 | 0 | 3,069,520 | 0 |
General and administrative | 1,425,180 | 257,369 | 2,573,082 | 1,094,399 |
Depreciation and amortization of intangible assets | 429,477 | 23,619 | 479,848 | 70,638 |
Restructuring charges | 726,280 | 0 | 726,280 | 0 |
Total operating expenses | 7,322,363 | 851,923 | 10,084,618 | 2,719,639 |
Loss from operations | (5,137,373) | (851,923) | (7,899,628) | (2,719,639) |
Other income (expense): | ||||
Other income | 3,683 | 9 | 37,763 | 10,883 |
Amortization of debt discount | (14,179) | (606,420) | (22,479) | (2,044,241) |
Loss on forward purchase agreement | (10,592,442) | 0 | (10,592,442) | 0 |
Change in fair value of earnout liability | (38,093) | 0 | (38,093) | 0 |
Change in fair value of derivative liabilities | 4,697,138 | (2,658,328) | 826,980 | 1,259,287 |
Loss on debt extinguishment | 0 | (1,064,692) | 0 | (1,064,692) |
Total other income (expense) | (6,327,396) | (5,215,379) | (10,702,808) | (3,216,475) |
Loss before provision for income taxes | (11,464,769) | (6,067,302) | (18,602,436) | (5,936,114) |
Provision for income taxes | 0 | 0 | 0 | 0 |
Net loss | (11,464,769) | (6,067,302) | (18,602,436) | (5,936,114) |
Dividends on Series A, Series C-1, and C-2 preferred stock | (49,378) | (94,190) | (676,023) | (248,152) |
Net loss attributable to common stockholders | $ (11,514,147) | $ (6,161,492) | $ (19,278,459) | $ (6,184,266) |
Net loss per common share - basic | $ (0.62) | $ (6.74) | $ (2.81) | $ (3.74) |
Net loss per common share - diluted | $ (0.62) | $ (6.74) | $ (2.81) | $ (3.74) |
Weighted average of shares outstanding , Basic | 18,629,730 | 913,655 | 6,871,258 | 1,651,593 |
Weighted average of shares outstanding , Diluted | 18,629,730 | 913,655 | 6,871,258 | 1,651,593 |
Related Party [Member] | ||||
Other income (expense): | ||||
Interest expense | $ (65,629) | $ (52,471) | $ (65,629) | $ (52,471) |
Nonrelated Party [Member] | ||||
Other income (expense): | ||||
Interest expense | $ (317,874) | $ (833,477) | $ (848,908) | $ (1,325,241) |
Condensed Statements of Stockho
Condensed Statements of Stockholders' Equity (Deficit) - USD ($) | Total | Notes [Member] | Series C-1 Preferred Stock [Member] | Preferred Stock [Member] Series A Preferred Stock [Member] | Preferred Stock [Member] Series C-1 Preferred Stock [Member] | Preferred Stock [Member] Series C-2 Preferred Stock [Member] | Common Stock [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] Notes [Member] | Additional Paid-in Capital [Member] Series C-1 Preferred Stock [Member] | Accumulated Deficit [Member] | Accumulated Deficit [Member] Series A Preferred Stock [Member] | Accumulated Deficit [Member] Series C-1 Preferred Stock [Member] | Accumulated Deficit [Member] Series C-2 Preferred Stock [Member] |
Beginning Balance at Dec. 31, 2021 | $ (29,577,046) | $ 2,272 | $ 3,195,138 | $ (32,774,456) | |||||||||||
Beginning Balance (in Shares) at Dec. 31, 2021 | 2,272,111 | ||||||||||||||
Temporary equity accretion of dividends during the period | $ (230,942) | $ (304) | $ (16,906) | $ (230,942) | $ (304) | $ (16,906) | |||||||||
Issuance of common stock for service | 26,477 | $ 13 | 26,464 | ||||||||||||
Issuance of common stock for service (in Shares) | 12,534 | ||||||||||||||
Exercise of common stock purchase warrants | 16,659 | $ 9 | 16,650 | ||||||||||||
Exercise of common stock purchase warrants (in Shares) | 9,321 | ||||||||||||||
Warrants issued in connection with notes/preferred stock | $ 409,483 | $ 92,055 | $ 409,483 | $ 92,055 | |||||||||||
Repurchase of common stock | (2,294) | $ (2,294) | |||||||||||||
Repurchase of common stock (in Shares) | 1,411,825 | ||||||||||||||
Cancellation of common stock | $ (1,412) | $ 2,294 | (882) | ||||||||||||
Cancellation of common stock (in Shares) | (1,411,825) | (1,411,825) | |||||||||||||
Stock-based compensation expense | 449,817 | 449,817 | |||||||||||||
Net loss | (5,936,114) | (5,936,114) | |||||||||||||
Ending Balance at Sep. 30, 2022 | (34,769,115) | $ 882 | 4,188,725 | (38,958,722) | |||||||||||
Ending Balance (in Shares) at Sep. 30, 2022 | 882,141 | ||||||||||||||
Beginning Balance at Jun. 30, 2022 | (28,821,777) | $ 1,803 | 3,973,650 | (32,797,230) | |||||||||||
Beginning Balance (in Shares) at Jun. 30, 2022 | 1,803,045 | ||||||||||||||
Temporary equity accretion of dividends during the period | (76,980) | (304) | (16,906) | (76,980) | (304) | (16,906) | |||||||||
Exercise of common stock warrants | 16,659 | $ 9 | 16,650 | ||||||||||||
Exercise of common stock warrants (in Shares) | 9,321 | ||||||||||||||
Warrants issued in connection with notes/preferred stock | $ 92,055 | $ 92,055 | |||||||||||||
Repurchase of common stock | (1,511) | $ (1,511) | |||||||||||||
Repurchase of common stock (in Shares) | 930,225 | ||||||||||||||
Cancellation of common stock | $ (930) | $ 1,511 | (581) | ||||||||||||
Cancellation of common stock (in Shares) | (930,225) | (930,225) | |||||||||||||
Stock-based compensation expense | 106,951 | 106,951 | |||||||||||||
Net loss | (6,067,302) | (6,067,302) | |||||||||||||
Ending Balance at Sep. 30, 2022 | (34,769,115) | $ 882 | 4,188,725 | (38,958,722) | |||||||||||
Ending Balance (in Shares) at Sep. 30, 2022 | 882,141 | ||||||||||||||
Beginning Balance at Dec. 31, 2022 | (37,790,539) | $ 894 | 4,590,858 | (42,382,291) | |||||||||||
Beginning Balance (in Shares) at Dec. 31, 2022 | 894,318 | ||||||||||||||
Temporary equity accretion of dividends during the period | (164,510) | (40,551) | (470,962) | (164,510) | (40,551) | (470,962) | |||||||||
Exercise of common stock options | $ 41,064 | $ 14 | 41,050 | ||||||||||||
Exercise of common stock options (in Shares) | 23,420 | 23,420 | |||||||||||||
Warrants issued in connection with notes/preferred stock | $ 55,062 | $ 55,062 | |||||||||||||
Common stock issued to convertible noteholder at the Merger | $ 250,000 | $ 3 | 249,997 | ||||||||||||
Common stock issued to convertible noteholder at the Merger (in Shares) | 25,000 | ||||||||||||||
Business Combination with Alpha, net of transaction costs | 55,382,355 | $ 1,013 | 55,381,342 | ||||||||||||
Business Combination with Alpha, net of transaction costs (in Shares) | 18,302,510 | ||||||||||||||
Common and Series A Preferred stock issued in conjuction with AxBio Acquisition | 21,652,790 | $ 1 | $ 385 | 21,652,404 | |||||||||||
Common and Series A Preferred stock issued in conjuction with AxBio Acquisition (in Shares) | 4,243 | 3,845,337 | |||||||||||||
Stock-based compensation expense | 605,299 | 605,299 | |||||||||||||
Net loss | (18,602,436) | (18,602,436) | |||||||||||||
Ending Balance at Sep. 30, 2023 | 20,917,571 | $ 1 | $ 2,308 | 82,576,012 | (61,660,750) | ||||||||||
Ending Balance (in Shares) at Sep. 30, 2023 | 4,243 | 23,090,585 | |||||||||||||
Beginning Balance at Jun. 30, 2023 | (45,106,381) | $ 908 | 5,039,314 | (50,146,603) | |||||||||||
Beginning Balance (in Shares) at Jun. 30, 2023 | 908,795 | ||||||||||||||
Temporary equity accretion of dividends during the period | $ (12,655) | $ (2,912) | $ (33,811) | $ (12,655) | $ (2,912) | $ (33,811) | |||||||||
Exercise of common stock options | 15,195 | 15,195 | |||||||||||||
Exercise of common stock options (in Shares) | 8,943 | ||||||||||||||
Common stock issued to convertible noteholder at the Merger | 250,000 | $ 3 | 249,997 | ||||||||||||
Common stock issued to convertible noteholder at the Merger (in Shares) | 25,000 | ||||||||||||||
Business Combination with Alpha, net of transaction costs | 55,382,355 | $ 1,013 | 55,381,342 | ||||||||||||
Business Combination with Alpha, net of transaction costs (in Shares) | 18,302,510 | ||||||||||||||
Common and Series A Preferred stock issued in conjuction with AxBio Acquisition | 21,652,790 | $ 1 | $ 385 | 21,652,404 | |||||||||||
Common and Series A Preferred stock issued in conjuction with AxBio Acquisition (in Shares) | 4,243 | 3,845,337 | |||||||||||||
Stock-based compensation expense | 237,760 | 237,760 | |||||||||||||
Net loss | (11,464,769) | (11,464,769) | |||||||||||||
Ending Balance at Sep. 30, 2023 | $ 20,917,571 | $ 1 | $ 2,308 | $ 82,576,012 | $ (61,660,750) | ||||||||||
Ending Balance (in Shares) at Sep. 30, 2023 | 4,243 | 23,090,585 |
Condensed Consolidated State_2
Condensed Consolidated Statement of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (18,602,436) | $ (5,936,114) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Stock-based compensation | 605,299 | 476,294 |
Depreciation and amortization of intangible assets | 479,848 | 70,638 |
Amortization of right of use assets | (5,675) | 112,331 |
Amortization of debt discount | 22,479 | 2,044,241 |
Change in fair value of forward purchase agreement | 10,592,442 | 0 |
Change in fair value of earnout liability | 38,093 | 0 |
Change in fair value of derivative liabilities | (826,980) | (1,259,287) |
Non-cash interest expense | 250,000 | 0 |
Loss on extinguishment of debt | 0 | 1,064,692 |
Interest recognized upon default | 0 | 555,556 |
Changes in current assets and liabilities: | ||
Accounts receivable | 3,891,200 | 0 |
Prepaid expenses | (1,039,646) | (11,888) |
Inventories | 1,606,890 | 0 |
Other current assets | 28,184 | (18,175) |
Accounts payable | (1,464,049) | 957,688 |
Accrued expenses and other liabilities | (2,111,480) | 729,592 |
Lease liability | (75,219) | (94,045) |
Accrued interest - related and third-party | 1,831,014 | 178,938 |
Income tax payable | (423,754) | |
Net cash used in operating activities | (5,203,790) | (1,129,539) |
Cash flows from investing activities | ||
Purchase of property and equipment | (30,470) | (3,579) |
Cash acquired in AxBio Acquisition | 662,997 | |
Net cash provided by (used in) investing activities | 632,527 | (3,579) |
Cash Flows from Financing Activities: | ||
Gross proceeds from Business Combination | 31,050,882 | 0 |
Transaction costs paid in connection with the Business Combination | (248,174) | 0 |
Cash transferred in connection with Forward Purchase Agreement | (17,535,632) | 0 |
Proceeds from common stock option exercises | 41,064 | 0 |
Proceeds from issuance of loans and related warrants | 2,197,140 | 0 |
Payment of loans | (443,791) | 0 |
Payment of convertible notes | (2,649,873) | 0 |
Proceeds from convertible notes | 0 | 2,745,974 |
Issuance of Series C-1 preferred stock | 0 | 226,817 |
Repurchase of common stock | 0 | (2,294) |
Payment of debt financing fee | 0 | (382,222) |
Payment of offering costs | 0 | (1,561,285) |
Proceeds from warrant exercise | 0 | 104,641 |
Net cash provided by financing activities | 12,411,616 | 1,131,631 |
Net increase (decrease) in cash | 7,840,353 | (1,487) |
Cash - beginning of the period | 128,149 | 12,362 |
Cash - end of the period | 7,968,502 | 10,875 |
Supplemental cash flow information: | ||
Interest paid | 11,367 | 92,593 |
Income tax paid | 423,754 | 0 |
Non-cash financing activity: | ||
Net assets acquired in AxBio Acquisition | 42,472,084 | 0 |
Earnout liability and deferred consideration payable in connection with AxBio Acquisition | 21,482,292 | 0 |
Issuance of Series A preferred stock and common stock in connection with AxBio Acquisition | 21,652,789 | 0 |
Accrued Series A preferred stock dividends | 164,510 | 230,943 |
Accrued Series C-1 preferred stock dividends | 40,551 | 304 |
Accrued Series C-2 preferred stock dividends | 470,962 | 16,906 |
Debt discount recorded in connection with loans payable | 55,062 | 0 |
Unpaid transaction costs incurred in connection with the business combination | 1,186,219 | 0 |
Unpaid liabilities assumed in connection with Business Combination | 6,179,562 | 0 |
Conversion of common stock and preferred stock in connection with the Business Combination | 32,093,004 | 0 |
Conversion of convertible notes and accrued notes to Series C-2 preferred stock | 0 | 15,665,172 |
Warrants issued in connection with convertible notes | 0 | 409,483 |
Warrants issued in connection with Series C-1 preferred stock | 0 | 92,055 |
Initial recognition of derivative liabilities | $ 0 | $ 1,321,860 |
Nature of the Organization and
Nature of the Organization and Business | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Organization and Business | NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Carmell Corporation (“Carmell” or the “Company”) is a commercial-stage regenerative care company with a focus on using human biomaterials for aesthetic and medical care and has operations in Pittsburgh, Pennsylvania and Flagstaff, Arizona. The Company’s commercial product is a human amnion allograft that can be used as a structural barrier for diabetic foot ulcers, venous ulcers, recovery from MOHS surgery, and dental, endodontic, oral maxillofacial, and periodontal procedures. The Company's research and development pipeline includes several innovative aesthetic, epithelial and bone products under development. The Company operates as a single segment, and all of its operations are located in the United States. Business Combination On July 14, 2023 (the “Closing Date”), Alpha Healthcare Acquisition Corp. III, a Delaware corporation and the predecessor company (“Alpha”), consummated the business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of January 4, 2023 (the “Business Combination Agreement”), by and among Alpha, Candy Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Carmell Therapeutics Corporation, a Delaware corporation (“Legacy Carmell”). Pursuant to the Business Combination Agreement, on the Closing Date, (i) Alpha changed its name to “Carmell Therapeutics Corporation” and Legacy Carmell changed its name to “Carmell Regen Med Corporation”, and (ii) Merger Sub merged with and into Legacy Carmell, with Legacy Carmell as the surviving company in the Business Combination. After giving effect to the Business Combination, Legacy Carmell became a wholly owned subsidiary of the Company. Subsequently, on August 1, 2023, the Company filed an amendment to its Certificate of Incorporation with the Delaware Secretary of State to change its name to “Carmell Corporation.” Pursuant to the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of common stock of Legacy Carmell (the “Legacy Carmell common stock”) was converted into the right to receive a number of shares of common stock, par value $ 0.0001 per share, of the Company (the “Common Stock”) equal to the applicable Exchange Ratio (as defined below); (ii) each outstanding share of preferred stock of Legacy Carmell was converted into the right to receive the aggregate number of shares of Common Stock that would be issued upon conversion of the underlying Legacy Carmell common stock, multiplied by the applicable Exchange Ratio; (iii) each outstanding option and warrant to purchase Legacy Carmell common stock was converted into an option or warrant, as applicable, to purchase a number of shares of Common Stock equal to the number of shares of Legacy Carmell common stock subject to such option or warrant multiplied by the applicable Exchange Ratio; and (iv) each outstanding share of Alpha Class A common stock and each share of Alpha Class B common stock was converted into one share of Common Stock. As of the Closing Date, the Exchange Ratio with respect to Legacy Carmell common stock was 0.06154 and the Exchange Ratio with respect to each other outstanding derivative equity security of Legacy Carmell was between 0.06684 and 0.10070 . On July 11, 2023, the record date for the Special Meeting of stockholders to approve the Business Combination (the “Special Meeting”), there were 19,305,129 shares of Alpha’s common stock, par value $ 0.0001 per share, issued and outstanding, consisting of (i) 15,444,103 public shares of Class A common stock and (ii) 3,861,026 shares of Class B common stock held by the Sponsor. In addition, on the closing date of Alpha’s initial public offering (“IPO”), Alpha had issued 455,000 warrants to purchase Class A common stock to AHAC Sponsor III LLC, its sponsor (the “Sponsor”), in a private placement (the “Private Placement Warrants”). Prior to the Special Meeting, holders of 12,586,223 shares of Alpha Class A common stock included in the units issued in Alpha’s IPO (excluding 1,705,959 shares of the common stock purchased by Meteora (as defined below) directly from the redeeming stockholders under the Forward Purchase Agreement (as defined below)) exercised their right to redeem those shares for cash at a price of approximately $ 10.28 per share (net of the withholding for federal and franchise tax liabilities), for an aggregate of approximately $ 29,374,372 . The per share redemption price was paid out of Alpha’s trust account (the “Trust Account”), which, after taking into account the redemptions, but before any transaction expense, had a balance at the Closing Date of $ 29,376,282 . On July 17, 2023, the common stock and warrants of the Company commenced trading on the Nasdaq Capital Market under the ticker symbols “CTCX” and “CTCXW”, respectively. In connection with the consummation of the Business Combination, nine new directors were elected to the Company’s board of directors. The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the Unites States ("GAAP"), and under this method of accounting, Alpha was treated as the acquired company for financial reporting purposes and Legacy Carmell was treated as the accounting acquirer. Operations prior to the Business Combination are those of Legacy Carmell. Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related share price information to give effect to the Exchange Ratio established in the Business Combination Agreement. Forward Purchase Agreement On July 9, 2023, Alpha 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 the “Sellers” 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. 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 Alpha 1,705,959 shares of Alpha’s common stock (the “Recycled Shares”) at a price of $ 10.28 per share, which is the price equal to the redemption price at which holders of Alpha’s common stock were permitted to redeem their shares in connection with the Business Combination pursuant to Section 9.2(a) of Alpha’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”) (such price, the “Initial Price”). In accordance with the terms of the Forward Purchase Agreement, at the Closing Date, the Company paid directly an aggregate cash 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 Meteora in a written notice delivered to the Company at Meteora’s discretion (which settlement date shall not be earlier than the date of such notice). The transaction will be settled via physical settlement. Any Recycled Shares not sold in accordance with the early termination provisions described below will incur a $ 0.50 per share termination fee payable by the Company to Meteora 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, Meteora may, in its absolute discretion, and so long as the daily volume-weighted average price (“VWAP Price”) of the Recycled Shares is equal to or exceeds the Reset Price (as defined in the Forward Purchase Agreement), 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, the Company shall be entitled to an amount from Meteora, and Meteora shall pay to the Company 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. 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 Company’s common stock of the prior week; provided that the Reset Price shall be no lower than the Reset Price Floor. On July 9, 2023, in connection with the Forward Purchase Agreement, the Sellers entered into a Non-Redemption Agreement with the Company pursuant to which the Sellers agreed not to exercise redemption rights under the Charter with respect to an aggregate of 100,000 Shares. Axolotl Acquisition On August 9, 2023 (“AxBio Closing Date”), the Company completed the acquisition of Axolotl Biologix, Inc. (“AxBio”). The acquisition of AxBio is referred to as the “AxBio Acquisition”. In connection with the closing of the AxBio Acquisition, the Company issued 3,845,337 shares of common stock, and 4,243 shares of a newly designated series of Series A Convertible Voting Preferred Stock (the “Series A Preferred Stock”), in exchange for all the issued and outstanding shares of AxBio. In addition to the shares of Common Stock and the Series A Preferred Stock described above, the consideration includes cash consideration of $ 8,000,000 , that was payable upon delivery of the 2022 audited financial statements of AxBio. The sellers of AxBio are also eligible to receive up to $ 9,000,000 in cash and up to $ 66,000,000 in shares of Common Stock upon the achievement of certain revenue targets and research and development milestones (the “Earnout”). (see Note 3) On August 10, 2023, the Company entered into that certain First Amendment to Agreement and Plan of Merger (the “Amendment”) which amended certain terms of the merger agreement. The Amendment changed the structure of the AxBio Acquisition to provide that, following the merger of Axolotl with and into Merger Sub, with Axolotl surviving, Axolotl shall 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 the Company, and waived the condition requiring Axolotl to deliver its audited financial statements upon closing in exchange for the $ 8,000,000 of cash consideration otherwise payable upon closing pursuant to the Merger Agreement becoming payable and contingent upon receipt of such audited financial statements. Risks and Uncertainties Disruption of global financial markets and a recession or market correction, including the ongoing military conflicts between Russia and Ukraine and the related sanctions imposed against Russia as well as the conflict between Israel and Hamas, the ongoing effects of the COVID-19 pandemic, and other global macroeconomic factors such as inflation and rising interest rates, could reduce the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity and could materially affect the Company’s business and the value of its common stock. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. The Company’s consolidated financial statements reflect the operations of the Company and its wholly owned subsidiaries, and all intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature and necessary for the fair presentation of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year. Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates in these financial statements include those related to the forward purchase asset, earnout liabilities, derivative liabilities, long-term assets and goodwill impairment. the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets and contingent liabilities. 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. Business Combinations The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are expensed as incurred and included in general and administrative expenses. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are based on information obtained from management of the acquired companies and historical experience. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that the Company has made. Segment Reporting Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segments are based on the organization structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. Our chief executive officer, who is our chief operating decision maker (“CODM”), views the Company’s operations and manages its business in one operating segment, which is principally the business of development and commercialization of regenerative care products. Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company had cash equivalents of $ 7,968,502 and $ 30,000 , respectively. 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, which potentially subject the Company to concentrations of credit risk. For the three and nine months ended September 30, 2023 and 2022, the Company has not experienced any losses related to its cash and cash equivalents that exceed federally insured deposit limits. Accounts Receivables, net Accounts receivable are recorded at the original invoice amount. Receivables are considered past due based on the contractual payment terms. The Company reserves a percentage of its trade receivable balance based on collection history and current economic trends that it expects will impact the level of credit losses over the life of the Company’s receivables. These reserves are re-evaluated on a regular basis and adjusted, as needed. Once a receivable is deemed to be uncollectible, such balance is charged against the reserve. The Company had no reserve related to the potential likelihood of not collecting its receivables as of September 30, 2023. Inventories The Company’s inventory of biological products consists of finished goods 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. The Company had no reserve for obsolescence as of September 30, 2023. Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering.” ASC 340-10-S99-1 states that specific incremental costs directly attributable to a proposed or actual offering of equity securities incurred prior to the effective date of the offering may be deferred and charged against the gross proceeds of the offering when the offering occurs. The costs of an aborted offering may not be deferred and charged against the proceeds of a subsequent offering. In October 2022, the Company aborted an IPO Offering and began pursuing an acquisition by Alpha. In October 2022, the Company wrote off capitalized costs of $ 1,278,062 relating to the aborted IPO. As of December 31, 2022, the Company had capitalized deferred offering costs relating to the Business Combination of $ 1,317,369 . Contemporaneously with the closing of the Business Combination, the Company recorded $ 1,581,070 of transaction costs as a reduction of proceeds in additional paid-in capital. Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair charges are expensed as incurred. The assets are depreciated using the straight-line method using the following estimated useful lives: • Equipment – 5 - 7 years • Leasehold improvements – The lesser of 10 years or the remaining life of the lease • Furniture and fixtures – 7 years Goodwill and Intangible Assets Goodwill is not amortized but tested for impairment on an annual basis in the fourth quarter, and more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single reporting unit structure. The carrying value and ultimate realization of these assets is dependent upon estimates of future earnings and benefits that the Company expects to generate from their use. If the expectations of future results and cash flows are significantly diminished, intangible assets and goodwill may be impaired and the resulting charge to operations may be material. First, the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If, after assessing qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If deemed necessary, a two-step test is used to identify the potential impairment and to measure the amount of goodwill impairment, if any. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that single reporting unit. Finite-lived intangible assets are carried at cost and amortized based on an economic benefit period, which is seven to twenty years . The Company evaluates finite lived intangible assets for impairment by assessing the recoverability of these assets whenever adverse events or changes in circumstances or business climate indicate that expected undiscounted future cash flows related to such intangible assets may not be sufficient to support the net book value of such assets. An impairment charge is recognized in the period of identification to the extent the carrying amount of an asset exceeds the fair value of such asset. Costs billed to the Company as reimbursement for third parties’ patent submissions are considered as license fees and expensed as incurred. The finite-lived intangible assets are amortized using the straight-line method using the following useful lives: • Customer contracts – 20 years • Trade name – 7 years • Intellectual property – 7 years • Patents – 16 years Significant judgments required in assessing the impairment of goodwill and intangible assets include the assumption the Company only has a single reporting unit, identifying whether events or changes in circumstances require an impairment assessment, estimating future cash flows, determining appropriate discount and growth rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value as to whether an impairment exists and, if so, the amount of that impairment. The Company has no t recognized any goodwill or intangible asset impairment charges through September 30, 2023. Earnout Liability In connection with the AxBio Acquisition, the historical equity holders of AxBio are entitled to receive performance-based earn-outs of up to $ 9,000,000 in cash and up to $ 66,000,000 in shares of Common Stock, based on the achievement of certain revenue targets and research and development milestones. In accordance with ASC 805, Business Combinations ("ASC 805"), the Earnout iincluded in the purchase price of AxBio at the AxBio Acquisition Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other (expense) income in the unaudited condensed consolidated statements of operations. Series A Voting Convertible Preferred Stock In connection with the AxBio Acquisition, the Company issued 4,243 shares of a newly designated series of Series A Convertible Voting Preferred Stock to former AxBio shareholders. Based on the limited exception under ASC 480-10-S99-3A(3)(f) for equity instruments that are subject to a deemed liquidation provision if all of the holders of equally and more subordinated equity instruments of the entity would always be entitled to also receive the same form of consideration (for example, cash or shares) upon the occurrence of the event that gives rise to the redemption (that is, all subordinate classes would also be entitled to redeem), the Company determined that the Series A Preferred should be classified as permanent equity. Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), on January 1, 2021, using the modified retrospective adoption method. 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 sells its 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 service 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. The credit risk service fee is 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 $ 368,784 for the three and nine months ended September 30, 2023. There were no such services received by the Company in 2022. The Company has elected to apply the significant financing practical expedient, as allowed under ASC 606. As a result, the Company does 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 September 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. 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 $ 211,085 and $ 1,250 for the three months ended September 30, 2023 and 2022, respectively, and $ 211,356 and $ 3,552 for the nine months ended September 30, and 2023 and 2022, 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 preclinical compounds and consumables for clinical trials and preclinical testing. Restructuring Charges Restructuring charges are related to the post-acquisition integration of AxBio and consists primarily of accrued severance from the termination of employees in non-core areas or overlapping business functions. Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years 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 as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities for tax years ended 2019 to 2022 . Net Loss Per Share Under ASC 260, Earnings ngs per Share , the Company is required to apply the two-class method to compute earnings per share (“EPS”). Under the two-class method both basic and diluted EPS are calculated for each class of common stock and participating security considering both dividends declared (or accumulated) and participation rights in undistributed earnings. The two-class method results in an allocation of all undistributed earnings as if all those earnings were distributed. Considering the Company has generated losses in each reporting period since its inception through September 30, 2023, the Company also considered the guidance related to the allocation of the undistributed losses under the two-class method. The contractual rights and obligations of the preferred stock shares and the warrants were evaluated to determine if they have an obligation to share in the losses of the Company. As there is no obligation for the preferred stock shareholders or the holders of the warrants to fund the losses of the Company nor is the contractual principal or redemption amount of the preferred stock shares or the warrants reduced as a result of losses incurred by the Company, under the two-class method, the undistributed losses are allocated entirely to the common stock securities. Earnings per share information is retrospectively adjusted to reflect the Business Combination ratio applied to Legacy Carmell’s historical number of shares outstanding. Shares of Alpha are considered issued for EPS purposes as of the date of the Business Combination. The Company computes basic loss per share by dividing the loss attributable to holders of common stock for the period by the weighted average number of shares of common stock outstanding during the period. The Company’s warrants, options, preferred stock, and convertible notes could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these convertible instruments, warrants, and options were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the periods ended September 30, 2023 and 2022, consist of the following (in common stock equivalents): At September 30, 2023 2022 Series A Preferred Stock (if converted) 4,243,000 — Stock Options 1,551,886 2,051,243 Common Stock Warrants 4,638,444 3,870,524 Series A Preferred Stock (if converted) — 2,010,728 Series B Preferred Stock (if converted) — 2,817,886 Series C-1 Preferred Stock (if converted) — 89,264 Series C-2 Preferred Stock (if converted) — 5,857,512 Preferred Stock Warrants — 164,894 Convertible Notes (if converted) — 777,062 Total 10,433,330 17,639,113 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation-Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the Board of Directors (the “Board) for their services, the Company estimates each option’s grant-date fair value using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates, and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, generally the vesting term. Forfeitures are recorded as incurred instead of estimated at the time of grant and revised. Under Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting , the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. Leases The Company adopted ASC 842, Leases , as amended, on January 1, 2020 ("ASC 842"). The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease. The Company’s leases consist of leaseholds on office space. The Company determines if an arrangement contains a lease at inception as defined by ASC 842. To meet the definition of a lease under ASC 842, the contractual arrangement must convey to the Company the right to control the use of an identifiable asset for a period of time in exchange for consideration. Right of Use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. Concentrations For the nine months ended September 30, 2023, one customer accounted for 100 % of revenues. In addition, this customer accounted for 100 % of accounts receivable at September 30, 2023. The Company's human amnion allograft product made up 100 % of the Company's revenue for the nine months ended September 30, 2023. For the nine months ended September 30, 2023, 100 % of the Company's human amnion allograft product was purchased from Pinnacle Transplant Technologies, LLC. Fair Value Measurements and Fair Value of Financial Instruments The Company categorizes its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, deferred consideration payable and related party loans payable approximate fair value because of the short-term maturity of such instruments. Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs that reflect the reporting entity’s assumptions on the assumptions the market participants would use to price the asset or liability based on the best available information. Other financial assets and liabilities as of September 30, 2023 and December 31, 2022 are categorized based on a hierarchy of inputs as follows: September 30, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated Input Value Fair Value Value Fair Value Hierarchy Forward purchase agreement $ 5,376,139 $ 5,376,139 $ — $ — Level 3 SBA Loan 1,498,000 1,498,000 — — Level 2 Earnout liabilities 13,520,385 13,520,385 — — Level 3 Derivative liabilities — — 826,980 826,980 Level 3 Changes in the fair value of Level 3 financial assets and liabilities for the nine months ended September 30, 2023 are as follows: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) For the Nine Months Ended September 30, 2023 Forward Purchase Agreement Derivative Liabilities Earnout Liabilities Balance, beginning of year $ — $ 826,980 $ — Initial recognition 15,968,581 — 13,482,292 Change in fair value ( 10,592,442 ) ( 826,980 ) 38,093 Balance, end of period $ 5,376,139 $ — $ 13,520,385 The Forward Purchase Agreement was accounted for at fair value as a financial instrument in the scope of ASC 480, Distinguishing Liabilities from Equity , 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 assumptions incorporated into the valuation model as of the Closing Date of the Business Combination included the termination fee of $ 0.50 per share, the debt rate of 14.35 % and the term of one year . As of September 30, 2023, the assumptions incorporated into the valuation model included the share price of 3.60 , the termination fee of $ 0.50 per share, the debt rate of 13.92 % and the term of 0.79 . The fair value of the Earnout was estimated based on the future consideration amounts adjusted for the probabilities of success and estimated dates of milestone achievements in relation to the research and development milestones and probability-adjusted revenue scenarios in relation to the revenue targets. The Earnout liability is categorized as a Level 3 fair value measurement because the Company estimated projections utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. The fair value of the embedded derivatives in the convertible notes as of September 30, 2023 and December 31, 2022 was valued using a Monte-Carlo model and was based upon the following management assumptions: September 30, 2023 December 31, 2022 Stock price $ — $ 2.60 Expected term (years) — 0.04 Volatility — 55.1 % Risk-free interest rate — 4.38 % Probability of Qualified Financing or IPO — 50.00 % Probability of a Change in Control Event — 10.00 % The December 31, 2022 stock price was derived from a 409A valuation. Volatility was determined from the historical volatility of comparable public companies over the expected terms. The term was based on the maturity date of the note. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. The probability of a Qualified Financing or IPO and a Change of Control Event were based on the Company’s assessment of such an event occurring. Recently Adopted Accounting Guidance In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Business Combination | NOTE 3 — BUSINESS COMBINATIONS AxBio Biologix Acquisition The AxBio Acquisition is reflected in the unaudited condensed consolidated financial statements under the acquisition method of accounting in accordance with ASC 805, with the Company treated as the accounting and legal acquirer in the AxBio Acquisition. It was determined that AxBio is a variable interest entity, or VIE, as AxBio’s total equity at risk is not sufficient to permit AxBio to finance its activities without additional subordinated financial support, with the Company being the primary beneficiary. In accordance with ASC 805 the Company recorded AxBio’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 consolidated 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. The fair value of the purchase consideration transferred in the AxBio Acquisition was as follows: Common Stock - 3,845,337 shares $ 11,270,683 Series A Convertible Voting Preferred Stock - 4,234 shares 10,382,106 Earnout 13,482,292 Deferred Consideration 8,000,000 Total estimated value of consideration transferred $ 43,135,081 The fair value of the Series A Convertible Voting Preferred stock was estimated at $ 2,452 per share, using the put option model, based on the market value of the common stock at the AxBio Closing Date, conversion rate, projected conversion term and estimated discount for lack of marketability. Deferred consideration is related to the cash consideration of $ 8,000,000 , that was payable upon delivery of the AxBio 2022 audited financial statements. The 2022 audited financial statements were delivered after September 30, 2023 and as such, the cash consideration is payable after September 30, 2023. In connection with the AxBio Acquisition the historical equity holders of AxBio are entitled to receive performance based earn-outs of up to $ 9,000,000 in cash and up to $ 66,000,000 in shares of Common Stock, subject to the achievement of certain revenue targets and research and development milestones. In accordance with ASC 815-40, as the earnout was not indexed to the common stock, it was accounted for as a liability at the AxBio Closing Date and is subsequently remeasured at each reporting date with changes in fair value recorded as a component of other (expense) income, net in the condensed consolidated statements of operations. The fair value of the Earnout was estimated as of the AxBio Closing 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 Earnout liability is categorized as a Level 3 fair value measurement (see Fair Value Measurements accounting policy described in Note 2) because the Company estimated projections utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. The total purchase consideration transferred in the AxBio Acquisition has been allocated to the net assets acquired and liabilities assumed based on their fair values at the acquisition date. The transaction costs related to this acquisition of approximately $ 1,300,000 were expensed and included in the transaction related expenses on the condensed consolidated statement of operations for the three and nine months ended September 30, 2023. The allocation of the purchase price, which is deemed to be a preliminary allocation, is as follows: Total estimated value of consideration transferred $ 43,135,081 Cash and cash equivalents 662,997 Accounts receivable 18,296,000 Prepaid expenses 170,603 Inventories 10,600,000 Property and equipment 81,846 Intangible assets 23,260,000 Total assets 53,071,446 Accounts payable 12,767,909 Accrued interest 146,829 Other accrued expenses 1,390,278 Loan payable 1,498,000 Related party loans 5,610,000 Deferred tax liabilities 7,836,876 Net assets to be acquired 23,821,554 Goodwill $ 19,313,527 The Company estimated the fair value of the acquired inventories based on the selling price less costs to sell and recorded the fair value step-up of $ 8,200,000 at the AxBio Acquisition Closing Date. The fair value step-up is amortized over the expected realization term of one year from the AxBio Acquisition Closing Date. The acquired Loan payable was adjusted down to its fair value by $ 500,000 due to the more favorable than the market interest rate. This fair value step down was amortized over the term of loan payable as a credit to the interest expense. The intangible assets include trade names, customer contracts and intellectual property. The intangible assets were valued using a discounted cash flow model. The estimated fair value of the customer contracts as of the acquisition date was determined based on the projected future profits from the contracts, discounted to present value, and the likelihood of contract renewals at the end of each contract term. The 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 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. The goodwill and other intangible assets associated with the AxBio Acquisition are not deductible for U.S. tax purposes. The Company determined that the AxBio Acquisition was deemed significant to the Company in accordance with S-X Rule 3-05. As required by ASC 805, Business Combinations , the following unaudited pro forma statements of operations for the nine months ended September 30, 2023 and 2022 give effect to the AxBio Acquisition as if it had been completed on January 1, 2022. The unaudited pro forma financial information below is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the periods presented had the AxBio Acquisition been completed during the periods presented. In addition, the unaudited pro forma financial information does not purport to project future operating results. The pro forma statements of operations do not fully reflect: (i) any anticipated synergies (or costs to achieve synergies) or (ii) the impact of non-recurring items directly related to the acquisition of AxBio. Nine months ended September 30, 2023 2022 Revenue from the Condensed Consolidated Statements of Operations $ 3,728,816 $ - Add: Axolotl revenue not reflected in the Condensed Consolidated Statements of Operations 26,020,319 27,617,362 Unaudited pro forma revenue $ 29,749,135 $ 27,617,362 Nine months ended September 30, 2023 2022 Net loss from Condensed Consolidated Statements of Operations $ ( 18,602,436 ) $ ( 5,936,114 ) Add: Axolotl net income (loss) not reflected in the Consolidated Statements Operations, less pro forma adjustments described below (1) 1,069,186 ( 7,625,276 ) Unaudited pro forma net loss $ ( 17,533,250 ) $ ( 13,561,390 ) (1) An adjustment to reflect additional amortization of $ 1,500,000 and $ 1,900,000 for the period from January 1, 2023 through the Axolotl Acquisition Closing Date and the nine months ended September 30, 2022, respectively, that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2022. The adjustment also reflects additional costs of goods sold of $ 0 and $ 8,200,000 for the nine months ended September 30, 2023 and 2022, respectively, that would have been charged assuming the fair value step up to inventories had been applied on January 1, 2022. |
Going Concern and Managements L
Going Concern and Managements Liquidity Plans | 9 Months Ended |
Sep. 30, 2023 | |
Substantial Doubt About Going Concern [Abstract] | |
Going Concern and Managements Liquidity Plans | NOTE 4 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of September 30, 2023 and December 31, 2022, the Company had cash of $ 7,968,046 and $ 128,149 , respectively. The Company’s liquidity needs up to September 30, 2023 have been satisfied through debt and equity financing. The Company had a loss from operations of $ 5,137,373 and $ 851,923 for the three months ended September 30, 2023 and 2022, respectively, and $ 7,899,628 and $ 2,719,639 for the nine months ended September 30, 2023 and 2022, respectively. The Company had negative cash flows from operations of $ 5,203,790 and $ 1,129,539 for the nine months ended September 30, 2023 and 2022, respectively, and an accumulated deficit of $ 61,660,750 and $ 42,382,291 as of September 30, 2023 and December 31, 2022. Due to its current liabilities and other potential liabilities, the cash available to the Company may not be sufficient to allow the Company to operate for at least 12 months from the date these financial statements are available for issuance. The Company may need to raise additional capital through equity or debt issuances. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations and reducing payroll expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. In conjunction with the post-acquisition integration activities related to the AxBio Acquisition during the third quarter of 2023, the Company has significantly reduced its operating expenses going forward by terminating certain executives serving as part-time consultants and full-time employees in non-core areas or overlapping functions. This workforce reduction is expected to result in $ 2,000,000 to $ 3,000,000 in annual savings. In addition, we have refocused our research and development efforts on aesthetic products that have near-term commercial potential and has delayed clinical development of products that will take more than a year to commercialize. The Company is also exploring out-licensing of certain research and development programs to generate non-dilutive liquidity. Management anticipates that these cost savings will assist the Company in extending its cash runway. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | NOTE 5 — PROPERTY AND EQUIPMENT Property and equipment consist of the following: September 30, December 31, Lab equipment $ 928,496 $ 666,178 Leasehold improvements 115,333 115,333 Furniture and fixtures 17,999 3,579 1,061,828 785,090 Less: accumulated depreciation ( 772,028 ) ( 530,116 ) Property and equipment, net $ 289,800 $ 254,974 Depreciation expense was $$ 48,118 and $ 44,780 for the nine months ended September 30, 2023 and 2022, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 6 —GOODWILL AND INTANGIBLE ASSETS The Company’s goodwill relates to the AxBio Acquisition. Goodwill represents the excess of the purchase price of the acquired business over the fair value of the underlying net tangible and intangible assets. The Company may record goodwill adjustments pursuant to changes in the preliminary valuations acquired during the measurement period, which is up to one year from the date of acquisition. The Company has determined, based on its organizational structure, that it had one reporting unit as of September 30, 2023. For each of the three and nine month periods ended September 30, 2023, the Company recognized approximately $ 19,313,527 in goodwill from the AxBio Acquisition. The carrying amount of goodwill was $ 19,313,527 at September 30, 2023. The Company’s intangible assets primarily relate to the AxBio Acquisition (see Note 3). Intangible assets acquired in connection with the AxBio acquisition were initially recorded at their estimated fair value as of the acquisition date. Intangible assets that have a finite life are amortized over the economic useful life. Additionally, the Company capitalizes legal costs directly associated with the submission of Company patent applications. Gross patent costs of $ 70,746 as of September 30, 2023 and December 31, 2022 are amortized on a straight-line basis over the patent term. Intangible assets and the related amortization expense consist of the following at September 30, 2023: Amortization Gross Accumulated Net Book Period Carrying Value Amortization Value Customer contracts 20 years $ 12,170,000 $ 134,925 $ 12,035,075 Trade name 7 years 2,220,000 52,857 2,167,143 Intellectual property 7 years 8,870,000 211,190 8,658,810 Patents 16 years 70,746 45,431 25,315 Total intangible assets $ 23,330,746 $ 444,403 $ 22,886,343 The Company had $ 28,702 in capitalized patent costs included in intangible assets as of December 31, 2022. Amortization expense was approximately $ 402,000 during each of the three and nine months ended September 30, 2023 and zero for the three and nine months ended September 30, 2022. Amortization expense related to the Company’s intangible assets for future years is as follows: Years ending December 31, 2023 (remaining) $ 601,846 2024 2,657,948 2025 2,693,124 2026 2,729,451 2027 2,703,997 Thereafter 11,499,977 $ 22,886,343 |
Accrued Expenses and Other Liab
Accrued Expenses and Other Liabilities | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Accrued Expenses and Other Liabilities | NOTE 7— ACCRUED EXPENSES AND OTHER LIABILITIES Accrued expenses and other liabilities consist of the following amounts: September 30, December 31, Accrued compensation $ 1,328,813 $ 916,934 Accrued severance 703,947 — Other accrued expenses 275,037 27,639 Accrued expenses and other liabilities $ 2,307,797 $ 944,573 Accrued compensation is a non-interest bearing liability for employee payroll outstanding on September 30, 2023 and December 31, 2022. This includes compensation earned during the years 2019 to 2023. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Debt | NOTE 8 —DEBT Small Business Administration (SBA) Loan On acquisition, AxBio had an outstanding loan with the SBA with total principal outstanding of $ 2,000,000 as of September 30, 2023 (the "SBA Loan"). Interest under this loan accrues at a simple interest rate of 3.75 % annually on funds outstanding as of the anniversary date of the initial borrowing. A monthly payment in the amount of $ 9,953 will be made beginning in December 2023 and continues for a total of 30 years. The interest accrued for SBA loans as of September 30, 2023 was $ 126,010 and total interest expense incurred on SBA Loan for the nine months ended September 30, 2023 was $ 56,096 . The fair value of the SBA Loan was $ 1,498,000 at the AxBio Acquisition Closing Date due to the more favorable that the market interest rate. The fair value step down is accreted over the term of the loan using the effective interest rate. The carrying value of the SBA Loan was $ 1,461,141 as of September 30, 2023. Related Party Loans On acquisition, AxBio had several promissory notes outstanding to Burns Ventures, LLC with total principal outstanding of $ 5,610,000 as of September 30, 2023. The owner of Burns Ventures LLC was the former owner of AxBio. Interest on the notes is payable quarterly at a fixed interest rate of 7.00 %. The notes require no monthly payments and are due in full at maturity date on December 31, 2024 . Accrued interest for the related party loans as of September 31, 2023 was $ 98,982 , and interest expense incurred totaled $ 65,629 for the nine ended September 30, 2023. 2023 Promissory Notes During the nine months ended September 30, 2023, the Company received proceeds of $ 848,500 from 26 zero coupon Promissory Notes (the "Notes"). Four of the Notes were from related parties and represented $ 100,000 of the borrowings. The Notes have a 12-month maturity date with a balloon payment and provide for the issuance of 16,500 common stock warrants with an exercise price ranging from $ 11.50 to $ 14.30 and a term of 5 years. The warrants became fully vested on the issuance date. The stock price for warrants issued during the three months ended March 31, 2023 was $ 2.60 and was determined based on a 409a valuation as, at the time, there was still some uncertainty about the Business Combination. As discussed in Note 3, during the three months ended September 30, 2023, the probability of the Business Combination was determined to be 100 %, and the stock price for those warrants was $ 0.62 , based on the conversion ratio of Legacy Carmell shares into Alpha shares in connection with the Business Combination and the market price of the shares of Alpha, the acquiring public company. Proceeds from the sales of the Notes with stock purchase warrants were allocated to the two elements based on the relative fair value of the notes without the warrants and of the warrants themselves at time of issuance. The total amounts allocated to warrants were $ 56,000 and accounted for as paid-in capital. The discount amount was calculated by determining the aggregate fair value of the warrants using the Black-Scholes Option Pricing Model. As of September 30, 2023, there was $ 33,508 of unamortized debt discount, and amortization of debt discount was $ 22,479 for the nine months then ended. Premium Financing In July 2023, the Company entered into an agreement with a third-party, whereby the Company financed $ 1,011,480 of premiums on certain of its insurance policies. This financing agreement accrues interest at 8.99 % and has a monthly payment of $ 117,072 , with the last payment due in April 2024. Principal outstanding on this loan was $ 905,774 as of September 30, 2023 and interest totaled $ 18,152 for the nine months ended September 30, 2023. Series 1 Convertible Notes The Series 1 Convertible Notes were issued between July 9, 2018 and September 13, 2019, with an amended maturity date of July 9, 2023 . The notes bear interest at 8 %, have no monthly payments, and are due in full with a balloon payment on the maturity date. The notes contain an embedded conversion feature whereby the outstanding principal and accrued and unpaid interest are automatically convertible upon a qualified financing. The conversion feature of the notes meets the definition of a derivative and was valued using the Monte Carlo model, with the fair value of the derivative recorded as a derivative liability (see Note 2) and debt discount at the time of issuance. On September 23, 2022 , a qualified financing occurred, at which point all outstanding principal and accrued and unpaid interest were converted to Preferred Series C-2 Shares. The principal and interest converted was $ 6,109,560 and $ 1,829,865 , respectively, which converted into 2,196,158 and 657,768 shares, respectively, at a ratio of $ 2.78 per share. The fair value of the shares issued was $ 15,595,283 . The fair value of the derivative upon conversion was $ 1,938,481 . The Company incurred interest expense of $ 242,373 and amortization of debt discount expense of $ 0 during the nine months ended September 30, 2022. Certain of these notes are with related parties (see Note 11). Series 2 Convertible Notes The Series 2 Convertible Notes were issued between September 25, 2019 and December 31, 2021 all with a maturity date of September 24, 2022 . The notes bear interest at 8 %, have no monthly payments, and are due in full with a balloon payment on the maturity date. The notes contain an embedded conversion feature whereby the outstanding principal and accrued and unpaid interest are convertible upon a qualified financing. The conversion feature of the notes meets the definition of a derivative and was valued using the Monte Carlo model, with the fair value of the derivative recorded as a derivative liability (see Note 2) and debt discount at the time of issuance. On September 23, 2022 , a qualified financing occurred, at which point all outstanding principal and accrued and unpaid interest was converted into Preferred Series C-2 Shares. The principal and interest converted was $ 3,965,455 and $ 629,920 , respectively, which converted into 1,425,433 and 226,433 shares, respectively, at a ratio of $ 2.78 per share. The fair value of the shares issued was $ 5,717,377 . The fair value of the derivative upon conversion was $ 1,122,002 . The Company incurred interest expense of $ 149,303 and amortization of debt discount expense of $ 684,890 during the nine months ended September 30, 2022. Other Convertible Note The Company issued a convertible note to an economic development fund for $ 50,000 on September 24, 2020. The note is non-interest bearing, has no monthly payments, and is due in full with a balloon payment on June 23, 2025. The note contains an embedded conversion feature whereby the note holder can convert the shares at a discount in the event of a Qualified Financing or a change in control event. This conversion feature meets the definition of a derivative and was valued using the Monte Carlo model, with the fair value of the derivative being recorded as a derivative liability (see Note 2) and debt discount at the time of issuance. On September 23, 2022 , a Qualified Financing occurred, at which point all outstanding principal was converted to Preferred Series C-2 Shares. The principal converted was $ 50,000 , which converted into 21,118 shares at a ratio of $ 2.37 per share. The fair value of the shares issued was $ 73,092 . The fair value of the derivative upon conversion was $ 23,092 . The debt discount at the time of conversion was $ 47,872 , which was written off as a loss on debt extinguishment. During the nine months ended September 30, 2022, there was $ 706 of amortization of debt discount. January 2022 Convertible Notes On January 19, 2022, Legacy Carmell issued two senior secured convertible notes (the “Convertible Notes”) of $ 1,111,111 each to two investors (“Holders”), due on January 19, 2023. The notes bear interest at 10 % ( 18 % upon default). Legacy Carmell was required to make monthly interest payments for the interest incurred and required monthly principal payments of $ 158,730 beginning on July 19, 2022 . The notes are collateralized by all assets (including current and future intellectual property) of Legacy Carmell. These notes were issued with a 10 % discount and were subject to an 8 % commission due to the underwriter. These fees were recorded as debt discount. In addition, each of the Holders received warrants to subscribe for and purchase up to 155,412 shares of the Company’s common stock (the "Convertible Note Warrants"). Each warrant is exercisable at a price of $ 0.16 per warrant share and vested immediately upon closing and has a term of 5 years. The fair value of the Convertible Note Warrants at the time of issuance was $ 409,483 , which was recorded as debt discount. The senior secured convertible notes are convertible at the option of the Holders into shares of common stock at a fixed conversion price equal to the lesser of $ 3.57 per share and a 25 % discount to the price of the common stock in a Qualified Offering (as adjusted, the “Conversion Price”). In the event units consisting of common stock and warrants are issued in a Qualified Offering, the senior secured convertible notes are convertible into common stock and warrants. If, at any time while the Convertible Note is outstanding, the Company sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire shares of common stock at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price”), then the Conversion Price shall be reduced to equal the Base Conversion Price. Such adjustment are to be made whenever such common stock or common stock equivalents are issued. Multiple events have triggered the down-round feature of the base conversion price. As of December 31, 2022, the Base Conversion Price was $ 1.79 . The conversion feature within the Convertible Notes meets the requirements to be treated as a derivative. Accordingly, the Company estimated the fair value of the convertible notes derivative using the Monte Carlo Method as of the date of issuance. The fair value of the derivative was determined to be $ 1,110,459 at the time of issuance and was recorded as a liability with an offsetting amount recorded as a debt discount. The derivative is revalued at the end of each reporting period, and any change in fair value is recorded as a gain or loss in the statement of operations. Proceeds from the sales of the Convertible Notes with stock purchase warrants were allocated to the two elements based on the relative fair value of the notes without the warrants and the warrants themselves at the time of issuance. The total amount allocated to the Convertible Note Warrants was $ 409,483 and accounted for as paid-in capital. The discount amount was calculated by determining the aggregate fair value of the warrants using the Black-Scholes Option Pricing Model. On July 19, 2022, Legacy Company defaulted on the debt. Under the terms of the note, upon an event of default, there would be a 25 % increase to the outstanding principal, in addition to the interest rate increasing from 10 % to 18 %. Upon the event of default, the unamortized debt discount of $ 958,899 was accelerated and expensed, and t he 25 % increase in outstanding principal of $ 555,556 was recorded as interest expense in the statement of operations. For the nine months ended September 30, 2022, interest expense on the Convertible Notes, excluding the 25 % increase in the outstanding principal, was $ 243,056 . For the nine months ended September 30, 2023, interest expense on the Convertible Notes, as calculated under GAAP, totaled $ 570,220 and not accounting for the management of the Company’s belief that no additional payments are due to the Holders. An Agreement Subsequent to the Notice of Acceleration On November 2, 2022, Legacy Carmell received a letter (“Notice of Acceleration”) from one of the Holders, notifying an Event of Default. Legacy Carmell and Alpha entered into an agreement with one of the Holders (“Puritan”) in connection with the Notice of Acceleration on December 19, 2022. Pursuant to the agreement, Alpha and Legacy Carmell each represented and warranted to Puritan that (i) it intends to enter into the Business Combination, (ii) there will be no conditions to closing relating to Alpha or its affiliates delivering a certain amount of cash to the Company at closing of the Business Combination (the “Closing”), (iii) the only conditions to Closing of the Business Combination are as set forth in Sections 6.1 through Section 6.3 of the Business Combination Agreement, (iv) upon entering into such Business Combination Agreement, such parties shall have a commitment letter from a third party to provide capital in an amount sufficient to the surviving company to the Business Combination to, among other things, repay all amounts due and owing at such time to Puritan at the Closing, (v) the equity valuation ascribed to Legacy Carmell in the Business Combination Agreement is $ 150,000,000 , and (vi) such Business Combination Agreement shall not place any restrictions on Puritan’s ability to transfer any of its securities, including, without limitation, the shares underlying the Puritan Convertible Note Warrants. Legacy Carmell agreed it would not pay any other debtholder on account of interest or principal during the forbearance period hereunder. Based on the representations and warranties, and agreements above and in consideration of Legacy Carmell's agreement to pay Puritan at the Closing (i) the outstanding principal amount, plus accrued interest, late fees and all other amounts then owed as specified in the Convertible Notes and (ii) 25,000 freely tradeable shares of Alpha (not subject to lock-up or any other restrictions on transfer) at a price of $ 10.00 per common share (i.e., the price per share of common stock to the equity holders of Legacy Carmell in the Business Combination), Puritan withdrew and rescinded the Notice of Acceleration, and such Notice of Acceleration was deemed null and void and had no further force or effect. Puritan further agreed that, based on the representations and warranties, and agreements contained in such agreement, it shall not issue any further notices of acceleration or default notices under the Convertible Notes, seek repayment of any amounts due under the Convertible Notes, or seek to exercise any other remedies contained in the Convertible Notes and other related agreements in regard to non-payment of the notes from the Effective Date until the June 30, 2023. On the closing of the Business Combination, the Company repaid $ 2,649,873 to the Holders, which represented the original principal amount of the Convertible Notes plus accrued interest at a rate of 25 %, which the Company believes is the maximum rate permissible under New York State usury laws. In addition, the Company issued Puritan 25,000 shares freely of tradeable common stock. Following the closing of the Business Combination, both Holders have provided notice to the Company demanding additional payment of principal and interest on the Convertible Notes in an approximate amount of $ 600,000 per each Holder at the closing of the Business Combination with additional interest thereon. In the case of Puritan, following the Business Combination, Puritan alleged that the Business Combination constituted a “Fundamental Transaction” under the terms of the Convertible Note Warrants, resulting in a purported right for Puritan to require the Company to repurchase such Convertible Note Warrants at a purchase price equal to the Black-Scholes Value of the unexercised portion of such Convertible Note Warrants as of the closing of the Business Combination. Puritan calculated the cash amount of such repurchase to be $ 1,914,123 . The Company believes that this calculation is inaccurate. In the case of the other holder, that Holder demanded to be provided its share of the Convertible Note Warrants. Puritan has also asserted damages in connection with the timing of the issuance to it of 25,000 shares of freely tradeable common stock. The Company believes that it provided freely tradeable shares to Puritan at the same time as other Legacy Carmell shareholders. Puritan’s total claims inclusive of the amounts paid at Closing Date exceed $ 4,050,000 in connection with a loan for which the Company received $ 1,000,000 . Management of the Company believes that its obligations under the Convertible Notes and Convertible Note Warrants have been satisfied and that no additional payments are due to the Holders, and the Company has conveyed its position to the Holders. There can be no assurance that these or similar matters will not result in expensive arbitration, litigation or other dispute resolution, which may not be resolved in our favor and may adversely impact our financial condition (see Note 9). Future Maturities on all Debt Future debt maturities are as follows: Year ending December 31, Amount 2023 $ 446,127 2024 6,918,147 2025 13,168 2026 45,713 2027 47,457 Thereafter 1,893,662 Total $ 9,364,274 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 9 — COMMITMENTS AND CONTINGENCIES Exclusive License Agreement On January 30, 2008, the Company and Carnegie Mellon University (“CMU”) entered into a License Agreement, as amended by that certain Amendment No. 1 to the Amended Exclusive License Agreement, dated as of July 19, 2011, as further amended by that certain Amendment No. 2 to the Amended Exclusive License Agreement, dated as of February 8, 2016, as further amended by that certain Amendment No. 3 to the Amended Exclusive License Agreement, dated as of February 27, 2020 and as further amended by that certain Amendment No. 4 to the Amended Exclusive License Agreement, dated November 23, 2021 (collectively, the “Amended Exclusive License Agreement”). This License Agreement provides the Company an exclusive, worldwide right to use certain technology of CMU relating to biocompatible plasma-based plastics to make, have made, use, and otherwise dispose of licensed products and to create derivatives for the field of use. The Company is required to use its best efforts to effect the introduction of the licensed technology into the commercial market as soon as possible and meet certain milestones as stipulated within the agreement. CMU retains the right to use any derivative technology developed by the Company due to its use of this technology and retains the intellectual property rights to the licensed technology, including patents, copyrights, and trademarks. This agreement is effective until January 30, 2028, or until the expiration of the last-to-expire patent relating to this technology, whichever comes later, unless otherwise terminated under another provision within the agreement. Failure to perform in accordance with the agreed-upon milestones is grounds for CMU to terminate the agreement prior to the expiration date. As a partial royalty for the license rights, the Company issued 66,913 shares of the Company’s common stock to CMU. In addition, in 2008, the Company issued a warrant in 2008 for common stock to be exercised upon the earlier of (a) the Company’s cumulative capital funding and/or receipt of cumulative revenues collectively equals the sum of $ 2,000,000 or (b) thirty (30) days prior to any change in control event that provides for the issuance of shares that, when added to the number of shares then held by CMU, results in an amount equal to 8.2 % of the outstanding shares of the Company. In 2011, CMU exercised the warrant in full, and the Company issued 98,938 shares of Common Stock. Prior to a qualified initial public offering or a qualified sale, CMU has the right to subscribe for additional equity securities to maintain its then percentage of ownership in the Company. Royalties payable by the Company to CMU are 2.07 % of net sales, as defined in the License Agreement. No royalties are due or payable for three ( 3 ) years following the effective date or until the closing of a change in control event, whichever occurs sooner. The Company shall also pay CMU 25 % of any sublicense fees received, due, and payable upon receipt of the sublicense fees by the Company. All payments due to CMU are due within sixty ( 60 ) days after the end of each fiscal quarter. All overdue payments bear interest at a rate equal to the Prime rate in effect at the date such amounts are due plus 4 %. No royalties were accrued or paid during the three and nine months ended September 30, 2023 and 2022. The Company is obligated to reimburse CMU for all patent expenses and fees incurred to date by CMU for the licensed technology at the earlier of (1) three years from the effective date; (2) the closing date of a change in control event; (3) for international patents, from the start of expenses for patenting outside of the United States of America. There were no reimbursed expenses and no owed related to reimbursable expenses for the three and nine months ended September 30, 2023 and 2022, respectively. Convertible Notes On the closing of the Business Combination, the Company repaid $ 2,649,873 to the Holders, which represented the original principal amount of the Convertible Notes plus accrued interest at a rate of 25 %, which the Company believes is the maximum rate permissible under New York State usury laws. In addition, the Company issued Puritan 25,000 shares freely of tradeable common stock. Following the closing of the Business Combination, both Holders have provided notice to the Company demanding additional payment of principal and interest on the Convertible Notes in an approximate amount of $ 600,000 per each Holder at the closing of the Business Combination with additional interest thereon. In the case of Puritan, following the Business Combination, Puritan alleged that the Business Combination constituted a “Fundamental Transaction” under the terms of the Convertible Note Warrants, resulting in a purported right for Puritan to require the Company to repurchase such Convertible Note Warrants at a purchase price equal to the Black-Scholes Value of the unexercised portion of such Convertible Note Warrants as of the closing of the Business Combination. Puritan calculated the cash amount of such repurchase to be $ 1,914,123 . The Company believes that this calculation is inaccurate. In the case of the other holder, that Holder demanded to be provided its share of the Convertible Note Warrants. Puritan has also asserted damages in connection with the timing of the issuance to it of 25,000 shares of freely tradeable common stock. The Company believes that it provided freely tradeable shares to Puritan at the same time as other Legacy Carmell shareholders. Puritan’s total claims inclusive of the amounts paid at Closing Date exceed $ 4,050,000 in connection with a loan for which the Company received $ 1,000,000 . Management of the Company believes that its obligations under the Convertible Notes and Convertible Note Warrants have been satisfied and that no additional payments are due to the Holders, and the Company has conveyed its position to the Holders. There can be no assurance that these or similar matters will not result in expensive arbitration, litigation or other dispute resolution, which may not be resolved in our favor and may adversely impact our financial condition |
Profit-Sharing Plan
Profit-Sharing Plan | 9 Months Ended |
Sep. 30, 2023 | |
Defined Benefit Plan [Abstract] | |
Profit-Sharing Plan | NOTE 10 — PROFIT-SHARING PLAN The Company has 401(k) profit-sharing plans covering substantially all employees. The Company’s discretionary profit-sharing contributions are determined annually by the Board. No discretionary profit-sharing contributions were made to the plans during the nine months ended September 30, 2023 and 2022. |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Stockholders' Equity (Deficit) | NOTE 11 — STOCKHOLDERS’ EQUITY (DEFICIT) Convertible Preferred Stock As of December 31, 2022 and immediately prior to the Business Combination, Legacy Carmell had outstanding Series A convertible preferred stock, Series B convertible preferred stock, Series C-1 convertible preferred stock and Series C-2 convertible preferred stock, which are collectively referred to as “Convertible Preferred Stock.” As of December 31, 2022, redeemable convertible preferred stock consisted of the following: Authorized Issued and Outstanding Carrying Value Liquidation Preference Issuance Price Series A convertible preferred stock 2,010,728 2,010,728 $ 7,714,336 $ 7,714,336 $ 2.19 Series B convertible preferred stock 2,893,515 2,824,881 7,025,434 7,025,434 2.49 Series C-1 convertible preferred stock 3,436,863 426,732 772,028 772,028 2.54 Series C-2 convertible preferred stock 6,011,960 5,857,512 15,904,275 15,904,275 2.15 Series A Preferred Stock, Series C-1 Preferred Stock, and Series C-2 Preferred Stock accrued cumulative dividends at a per annum rate of 7 % calculated on the original issue price (the “Original Issue Price”), respectively. Such dividends accrue on each share of preferred stock commencing on the date of issuance. The Company accrued dividends of $ 164,510 , $ 40,551 , and $ 470,962 for Series A Preferred Stock, Series C-1 Preferred Stock, and Series C-2 Preferred Stock for the period from January 1, 2023 to July 13, 2023. As of December 31, 2022, the Company has accrued dividends of $ 3,254,803 , $ 9,470 , and $ 239,104 for Series A Preferred Stock, Series C-1 Preferred Stock, and Series C-2 Preferred Stock, respectively. In connection with the Business Combination, all previously issued and outstanding convertible preferred stock was converted into an equivalent number of shares of common stock of the Company on a one-for-one basis, then multiplied by the Exchange Ratio pursuant to the Business Combination Agreement. Common Stock On July 14, 2023, the Business Combination was consummated and the Company issued 12,053,517 shares of common stock to Legacy Carmell shareholders. Immediately following the Business Combination, there were 19,236,305 shares of common stock outstanding with a par value of $ 0.0001 . As of September 30, 2023, the Company’s Third Amended and Restated Certificate of Incorporation, as amended at the Closing Date, authorized the Company to issue 250,000,000 shares of common stock at a par value of $ 0.0001 per share. Series A Voting Convertible Preferred Stock As of September 30, 2023, the Company’s Third Amended and Restated Certificate of Incorporation as amended at the Closing Date, authorized the Company to issue 20,000,000 shares of preferred stock at a par value of $ 0.0001 per share. In connection with the AxBio Acquisition, the Company issued 4,243 shares of a newly designated series of Series A Convertible Voting Preferred Stock (the “Series A Preferred Stock”) to former AxBio shareholders. Automatic Conversion: The Series A Preferred Stock will be automatically converted into shares of Common Stock at a conversion rate of 1,000 common shares for one share of Series A Preferred Stock on the tenth trading day following the announcement of the approval by Company's shareholder of the issuance of common stock upon conversion of the Series A Preferred Stock ("Requisite Approval"). If the Company’s stockholders do not approve such conversion at the first meeting in which it is voted on by stockholders, the Company will submit for the approval of the Company’s stockholders at least semi-annually until such approval is obtained. As of September 30,2023 the Requisite Approval has not been obtained. Voting: Series A Preferred Stock has the same voting rights as common stockholders in any such vote. The holders of the Series A Preferred Stock shall be entitled to a number of votes equal to the number of shares of common stock into which the Series A Preferred Stock is convertible. Unless and until the Company has obtained the Requisite Approval, the number of shares of common stock that shall be deemed issued upon conversion of the Series A Preferred Stock (for purposes of calculating the number of aggregate votes, the holders of Series A Preferred Stock are entitled to on an as-converted basis) will be equal to that number of shares equal to the Cap, which is the number of shares equal to 19.9 % of the Company’s outstanding common stock as of the issuance date of the Series A Preferred Stock. Dividends: If and when declared by the Board of Directors, if the dividend is declared on common stock, the holders will receive that dividend or distribution, on an as-if-converted basis, in the same form as dividends paid on shares of common stock. Liquidation: Prior to the Requisite Approval, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, including a change of control transaction, the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Company available for distribution to its stockholders, the amount per share if such holders converted all of the Series A Preferred Stock into common stock. 2023 Long-Term Incentive Plan In July 2023, the shareholders of the Company approved the 2023 Long-Term Incentive Plan (the "2023 Plan"), which replaced the Amended and Restated 2009 Stock Incentive Plan of Legacy Carmell (the “2009 Plan”). No new awards are being made under the 2009 Plan. Under the 2023 Plan, the Board may grant awards of stock options, stock appreciation rights, restricted stock, restricted stock units or other stock-based awards to employees and other recipients as determined by the Board. The exercise price per share for an option granted to employees owning stock representing more than 10 % of the Company at the time of the grant cannot be less than 110 % of the fair market value. Incentive and non-qualified stock options granted to all persons shall be granted at a price no less than 100% of the fair market value and any price determined by the Board. Options expire no more than ten years after the date of the grant. Incentive stock options to employees owning more than 10% of the Company expire no more than five years after the date of grant. The vesting of stock options is determined by the Board. Generally, the options vest over a four-year period at a rate of 25 % one year following the date of grant, with the remaining shares vesting equally on a monthly basis over the subsequent thirty-six months. The maximum number of shares that may be issued under the 2023 Plan is the sum of: (i) 1,046,408 , (ii) an annual increase on January 1, 2024 and each anniversary of such date prior to the termination of the 2023 Plan, equal to the lesser of (A) 4% of the outstanding shares of our common stock determined on a fully diluted basis as of the immediately preceding December 31 and (B) such smaller number of shares as determined by our Board or compensation committee, and (iii) the shares of common stock subject to 2009 Plan awards, to the extent those shares are added into this plan by operation of the recycling provisions described below. The maximum number of shares of the Company's common stock that may be issued under the 2023 Plan through incentive stock options is 1,046,408 , provided that this limit will automatically increase on January 1 of each year, for a period of not more than ten (10) years, commencing on January 1, 2024 and ending on (and including) January 1, 2032, by an amount equal to the lesser of 1,500,000 shares or the number of shares added to the share pool as of such January 1, as described in clause (ii) of the preceding sentence. The following shares will be added (or added back) to the shares available for issuance under the 2023 Plan: • Shares subject to 2009 Plan or 2023 Plan awards that expire, terminate or are canceled or forfeited for any reason after the effectiveness of the 2023 Plan; • Shares that after the effectiveness of the 2023 Plan are withheld to satisfy the exercise price of an option issued under our 2009 Plan or 2023 Plan; • Shares that after the effectiveness of the 2023 Plan are withheld to satisfy tax withholding obligations related to any award under the 2009 Plan or 2023 Plan; and • Shares that after the effectiveness of the 2023 Plan are subject to a stock appreciation right that are not delivered on exercise or settlement. However, the total number of shares underlying 2009 Plan awards that may be recycled into the 2023 Plan pursuant to the above-described rules will not exceed the number of shares underlying 2009 Plan awards as of the effective date of the 2023 Plan (as adjusted to reflect the Business Combination). Shares of common stock issued through the assumption or substitution of awards in connection with a future acquisition of another entity will not reduce the shares available for issuance under the 2023 Plan. Warrant and Option Valuation The Company computes the fair value of warrants and options granted using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life, and the expected term used for options issued to employees and directors is the estimated period that options granted are expected to be outstanding. The Company utilizes the “simplified” method to develop an estimate of the expected term of “plain vanilla” grants for stock options. The Company utilizes an expected volatility figure based on a review of the historical volatilities over a period equivalent to the expected life of the instrument valued by similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. The Company’s stock price was derived from a 409A valuations prior to the Business Combination and market price for all options and warrants granted thereafter. Warrants Outstanding As of September 30, 2023, the Company had 4,638,444 common stock warrants outstanding with a weighted average exercise price of $ 10.20 and a weighted average remaining contractual life of 4.77 years. During the nine months ended September 30, 2023, the Company issued 258,953 warrants, which expire between February and June of 2028 , unless exercised. Option Activity and Summary A summary of the option activity during the nine months ended September 30, 2023 is presented below: Number of Weighted Weighted Aggregate Outstanding, December 31, 2022 2,235,313 $ 2.22 8.07 $ 1,083,492 Granted 344,631 $ 2.91 Exercised ( 23,420 ) $ 1.75 Expired/Cancelled ( 1,004,638 ) $ 2.33 Outstanding, September 30, 2023 1,551,886 $ 2.15 7.19 $ 2,252,300 Vested/Exercisable, September 30, 2023 1,224,773 $ 2.05 6.72 $ 1,904,182 The weighted average fair value of the options granted during the nine months ended September 30, 2023 was $3.00 per share, based on a Black Scholes option pricing model using the following assumptions: Expected volatility 70 % - 82 % Expected term of option 6.0 - 6.1 Range of risk-free interest rate 3.55 % - 3.75 % Dividend yield 0 % The Company recorded stock-based compensation expense for options of $ 223,560 and $ 277,634 for the three months ended September 30, 2023 and 2022, respectively, and $ 591,102 and $ 449,817 for the nine months ended September 30, 2023 and 2002, respectively. As of September 30, 2023, there was approximately $ 1,769,600 of total unrecognized compensation expense related to unvested stock options, which will be recognized over the weighted average remaining vesting period of 6.6 years. |
Other Related Party Transaction
Other Related Party Transactions | 9 Months Ended |
Sep. 30, 2023 | |
Other Related Party Transactions [Abstract] | |
Other Related Party Transactions | NOTE 12 – OTHER RELATED PARTY TRANSACTIONS A former member of the Board holds investments in the Company through various venture capital firms. In addition, certain family members of the former chief executive officer invested in Series C-2 Preferred Stock, which was converted to Common Stock as of the Merger Date. The following table summarizes the related party transactions/balances for these individuals at September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Dollars Common Shares Dollars Preferred Shares Series A Preferred Stock and Dividends Former Board Member $ 877,054 425,165 $ 877,054 4,222,223 Cumulative Dividends Earned 712,800 678,694 $ 1,589,854 $ 1,555,748 Series B Preferred Stock Former Board Member $ 887,049 425,766 $ 887,049 5,094,537 Immediate Family Member 1 103,244 65,268 103,244 780,967 $ 990,293 $ 990,293 5,875,504 Series C-1 Preferred Stock Immediate Family Member 1 $ 50,000 19,677 $ 50,000 234,742 Cumulative Dividends Earned 1,879 10 $ 51,879 $ 50,010 Series C-2 Preferred Stock Former Board Member $ 1,049,381 488,088 $ 1,049,381 6,129,561 Immediate Family Member 1 129,260 60,120 129,260 755,024 $ 1,178,641 $ 1,178,641 6,884,585 Series C-2 Cumulative Dividends Earned Former Board Member $ 59,168 $ 19,924 Immediate Family Member 1 7,288 2,454 $ 66,456 $ 22,378 The Company uses OrthoEx for 3PL services. The former chief executive officer of AxBio currently serving as an advisor to our chief executive officer has an equity interest in OrthoEx and has a seat on OrthoEx’s Board of Directors. The Company incurred $ 22,335 of expenses from OrthoEx during the nine months ended September 30, 2023. As of September 30, 2023, the Company had a payable to this related party of $ 11,670 . The Company uses Ortho Spine Companies, LLC for various consulting and marketing services. Ortho Spine Companies, LLC (“Ortho Spine”) is owned by one of the advisors to our chief executive officer. The Company incurred $ 3,500 of expenses from Ortho Spine for the nine months ended September 30, 2023. As of September 30, 2023, the Company had no payables to this related party. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 13 – INCOME TAXES The Company did no t record any income tax provision or benefit for the three and nine months ended September 30, 2023 and 2022. The Company has evaluated the positive and negative evidence bearing upon its ability to realize the deferred tax assets. Management has considered the Company’s history of cumulative net losses incurred since inception and its history of gross losses and has concluded that it is not more likely than not that the Company will realize the benefits of the deferred tax assets. Accordingly, a full valuation allowance has been established against the deferred tax assets as of September 30, 2023 and December 31, 2022. Management reevaluates the positive and negative evidence at each reporting period. The deferred tax liability of $ 7,836,876 as of September 30, 2023 is related to the fair value adjustments made to inventory, customer relationship, intellectual property and tradename acquired in the AxBio acquisition. Considering that the realization of taxable income in future periods is highly uncertain, it was assumed that the deferred tax liabilities would not relieve the valuation allowance recorded against the deferred tax assets. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | NOTE 14 – SUBSEQUENT EVENTS Puritan Litigation On November 8, 2023 , Puritan filed a complaint captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., No. 655566/2023 (New York Supreme Court, New York County). In the complaint, Puritan asserts that the Company breached its obligations under the Convertible Notes and the Convertible Note Warrants. Puritan also asserts the Company did not timely comply with its obligations to provide Puritan with 25,000 freely tradeable shares. Puritan asserts claims for declaratory judgment, breach of contract, conversion, foreclosure of its security interest, replevin, unjust enrichment, and indemnification, and seeks remedies including damages totaling $ 2,725,484 through November 1, 2023, additional fees and interest thereafter, costs and attorney’s fees, an order of foreclosure on its security interest, and other declaratory relief. The Company rejects the claims in the complaint and intends to defend vigorously against this litigation. Separation Agreement Effective as of August 31, 2023, Randolph W. Hubbell resigned as the Company’s Chief Executive Officer and President and as a member of the Board. On October 25, 2023, the Company and Mr. Hubbell entered into a separation agreement with respect to his compensation, providing for a lump sum cash payment of $ 450,000 , less applicable tax withholding and monthly cash severance payments equal to an aggregate of $ 410,000 payable over a 12-month period. The separation agreement contains customary covenants and a release of claims and an acknowledgment by the Company and Mr. Hubbell as to the number of his vested stock options and the deadline for the exercise thereof. The deadline for such exercise has passed without the exercise of any such options. Arbitration Demands In October 2023, the Company received demands to arbitrate claims from several former executives and other former employees or consultants of the Company for alleged unpaid compensation relating to periods prior to the termination of their relationships with the Company. Such claims seek aggregate compensation of approximately $ 800,000 . |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP and the applicable rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. The Company’s consolidated financial statements reflect the operations of the Company and its wholly owned subsidiaries, and all intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature and necessary for the fair presentation of the results for the interim periods presented. Results for interim periods are not necessarily indicative of results to be expected for the full year. |
Emerging Growth Company Status | Emerging Growth Company Status The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant estimates in these financial statements include those related to the forward purchase asset, earnout liabilities, derivative liabilities, long-term assets and goodwill impairment. the provision or benefit for income taxes and the corresponding valuation allowance on deferred tax assets and contingent liabilities. 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. |
Business combinations | Business Combinations The Company allocates the fair value of the purchase consideration of its acquisitions to the tangible assets, liabilities, and intangible assets acquired based on their estimated fair values. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill. Acquisition-related expenses are expensed as incurred and included in general and administrative expenses. The allocation of the purchase price requires management to make significant estimates in determining the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets. These estimates are based on information obtained from management of the acquired companies and historical experience. These estimates can include, but are not limited to, the cash flows that an asset is expected to generate in the future, and the cost savings expected to be derived from acquiring an asset. These estimates are inherently uncertain and unpredictable, and if different estimates were used, the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently from the allocation that the Company has made. |
Segment Reporting | Segment Reporting Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 280, Segment Reporting (“ASC 280”), establishes standards for the way that public business enterprises report information about operating segments in their annual consolidated financial statements and requires that those enterprises report selected information about operating segments in interim financial reports. ASC 280 also establishes standards for related disclosures about products and services, geographic areas and major customers. The Company’s business segments are based on the organization structure used by the chief operating decision maker for making operating and investment decisions and for assessing performance. Our chief executive officer, who is our chief operating decision maker (“CODM”), views the Company’s operations and manages its business in one operating segment, which is principally the business of development and commercialization of regenerative care products. |
Cash | Cash The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. As of September 30, 2023 and December 31, 2022, the Company had cash equivalents of $ 7,968,502 and $ 30,000 , respectively. 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, which potentially subject the Company to concentrations of credit risk. For the three and nine months ended September 30, 2023 and 2022, the Company has not experienced any losses related to its cash and cash equivalents that exceed federally insured deposit limits. |
Accounts Receivables, net | Accounts Receivables, net Accounts receivable are recorded at the original invoice amount. Receivables are considered past due based on the contractual payment terms. The Company reserves a percentage of its trade receivable balance based on collection history and current economic trends that it expects will impact the level of credit losses over the life of the Company’s receivables. These reserves are re-evaluated on a regular basis and adjusted, as needed. Once a receivable is deemed to be uncollectible, such balance is charged against the reserve. The Company had no reserve related to the potential likelihood of not collecting its receivables as of September 30, 2023. |
Inventories | Inventories The Company’s inventory of biological products consists of finished goods 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. The Company had no reserve for obsolescence as of September 30, 2023. |
Offering Costs Associated with a Public Offering | Offering Costs Associated with a Public Offering The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering.” ASC 340-10-S99-1 states that specific incremental costs directly attributable to a proposed or actual offering of equity securities incurred prior to the effective date of the offering may be deferred and charged against the gross proceeds of the offering when the offering occurs. The costs of an aborted offering may not be deferred and charged against the proceeds of a subsequent offering. In October 2022, the Company aborted an IPO Offering and began pursuing an acquisition by Alpha. In October 2022, the Company wrote off capitalized costs of $ 1,278,062 relating to the aborted IPO. As of December 31, 2022, the Company had capitalized deferred offering costs relating to the Business Combination of $ 1,317,369 . Contemporaneously with the closing of the Business Combination, the Company recorded $ 1,581,070 of transaction costs as a reduction of proceeds in additional paid-in capital. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair charges are expensed as incurred. The assets are depreciated using the straight-line method using the following estimated useful lives: • Equipment – 5 - 7 years • Leasehold improvements – The lesser of 10 years or the remaining life of the lease • Furniture and fixtures – 7 years |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill is not amortized but tested for impairment on an annual basis in the fourth quarter, and more frequently if events or changes in circumstances indicate that the asset may be impaired. The Company’s impairment tests are based on a single reporting unit structure. The carrying value and ultimate realization of these assets is dependent upon estimates of future earnings and benefits that the Company expects to generate from their use. If the expectations of future results and cash flows are significantly diminished, intangible assets and goodwill may be impaired and the resulting charge to operations may be material. First, the Company assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If, after assessing qualitative factors, the Company determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test is unnecessary. If deemed necessary, a two-step test is used to identify the potential impairment and to measure the amount of goodwill impairment, if any. The first step is to compare the fair value of the reporting unit with its carrying amount, including goodwill. An impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value. However, the impairment loss recognized should not exceed the total amount of goodwill allocated to that single reporting unit. Finite-lived intangible assets are carried at cost and amortized based on an economic benefit period, which is seven to twenty years . The Company evaluates finite lived intangible assets for impairment by assessing the recoverability of these assets whenever adverse events or changes in circumstances or business climate indicate that expected undiscounted future cash flows related to such intangible assets may not be sufficient to support the net book value of such assets. An impairment charge is recognized in the period of identification to the extent the carrying amount of an asset exceeds the fair value of such asset. Costs billed to the Company as reimbursement for third parties’ patent submissions are considered as license fees and expensed as incurred. The finite-lived intangible assets are amortized using the straight-line method using the following useful lives: • Customer contracts – 20 years • Trade name – 7 years • Intellectual property – 7 years • Patents – 16 years Significant judgments required in assessing the impairment of goodwill and intangible assets include the assumption the Company only has a single reporting unit, identifying whether events or changes in circumstances require an impairment assessment, estimating future cash flows, determining appropriate discount and growth rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value as to whether an impairment exists and, if so, the amount of that impairment. The Company has no t recognized any goodwill or intangible asset impairment charges through September 30, 2023. |
Earnout Liability | Earnout Liability In connection with the AxBio Acquisition, the historical equity holders of AxBio are entitled to receive performance-based earn-outs of up to $ 9,000,000 in cash and up to $ 66,000,000 in shares of Common Stock, based on the achievement of certain revenue targets and research and development milestones. In accordance with ASC 805, Business Combinations ("ASC 805"), the Earnout iincluded in the purchase price of AxBio at the AxBio Acquisition Closing Date and subsequently remeasured at each reporting date with changes in fair value recorded as a component of other (expense) income in the unaudited condensed consolidated statements of operations. |
Series A Voting Convertible Preferred Stock | Series A Voting Convertible Preferred Stock In connection with the AxBio Acquisition, the Company issued 4,243 shares of a newly designated series of Series A Convertible Voting Preferred Stock to former AxBio shareholders. Based on the limited exception under ASC 480-10-S99-3A(3)(f) for equity instruments that are subject to a deemed liquidation provision if all of the holders of equally and more subordinated equity instruments of the entity would always be entitled to also receive the same form of consideration (for example, cash or shares) upon the occurrence of the event that gives rise to the redemption (that is, all subordinate classes would also be entitled to redeem), the Company determined that the Series A Preferred should be classified as permanent equity. |
Revenue Recognition | Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), on January 1, 2021, using the modified retrospective adoption method. 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 sells its 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 service 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. The credit risk service fee is 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 $ 368,784 for the three and nine months ended September 30, 2023. There were no such services received by the Company in 2022. The Company has elected to apply the significant financing practical expedient, as allowed under ASC 606. As a result, the Company does 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 September 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. |
Cost of Revenues | 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 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 $ 211,085 and $ 1,250 for the three months ended September 30, 2023 and 2022, respectively, and $ 211,356 and $ 3,552 for the nine months ended September 30, and 2023 and 2022, respectively. |
Research and Development Expenses | 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 preclinical compounds and consumables for clinical trials and preclinical testing. |
Restructuring Charges | Restructuring Charges Restructuring charges are related to the post-acquisition integration of AxBio and consists primarily of accrued severance from the termination of employees in non-core areas or overlapping business functions. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years 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 as of September 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals, or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities for tax years ended 2019 to 2022 . |
Net Loss Per Share | Net Loss Per Share Under ASC 260, Earnings ngs per Share , the Company is required to apply the two-class method to compute earnings per share (“EPS”). Under the two-class method both basic and diluted EPS are calculated for each class of common stock and participating security considering both dividends declared (or accumulated) and participation rights in undistributed earnings. The two-class method results in an allocation of all undistributed earnings as if all those earnings were distributed. Considering the Company has generated losses in each reporting period since its inception through September 30, 2023, the Company also considered the guidance related to the allocation of the undistributed losses under the two-class method. The contractual rights and obligations of the preferred stock shares and the warrants were evaluated to determine if they have an obligation to share in the losses of the Company. As there is no obligation for the preferred stock shareholders or the holders of the warrants to fund the losses of the Company nor is the contractual principal or redemption amount of the preferred stock shares or the warrants reduced as a result of losses incurred by the Company, under the two-class method, the undistributed losses are allocated entirely to the common stock securities. Earnings per share information is retrospectively adjusted to reflect the Business Combination ratio applied to Legacy Carmell’s historical number of shares outstanding. Shares of Alpha are considered issued for EPS purposes as of the date of the Business Combination. The Company computes basic loss per share by dividing the loss attributable to holders of common stock for the period by the weighted average number of shares of common stock outstanding during the period. The Company’s warrants, options, preferred stock, and convertible notes could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. However, these convertible instruments, warrants, and options were excluded when calculating diluted loss per share because such inclusion would be anti-dilutive for the periods presented. As a result, diluted loss per share is the same as basic loss per share for the periods presented. Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the periods ended September 30, 2023 and 2022, consist of the following (in common stock equivalents): At September 30, 2023 2022 Series A Preferred Stock (if converted) 4,243,000 — Stock Options 1,551,886 2,051,243 Common Stock Warrants 4,638,444 3,870,524 Series A Preferred Stock (if converted) — 2,010,728 Series B Preferred Stock (if converted) — 2,817,886 Series C-1 Preferred Stock (if converted) — 89,264 Series C-2 Preferred Stock (if converted) — 5,857,512 Preferred Stock Warrants — 164,894 Convertible Notes (if converted) — 777,062 Total 10,433,330 17,639,113 |
Stock-Based Compensation | Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation-Stock Compensation (“ASC 718”), which requires the measurement and recognition of compensation expense for all stock-based awards made to employees, including employee stock options, in the statements of operations. For stock options issued to employees and members of the Board of Directors (the “Board) for their services, the Company estimates each option’s grant-date fair value using the Black-Scholes option pricing model. The use of the Black-Scholes option pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates, and expected dividend yields of the common stock. For awards subject to service-based vesting conditions, including those with a graded vesting schedule, the Company recognizes stock-based compensation expense equal to the grant date fair value of stock options on a straight-line basis over the requisite service period, generally the vesting term. Forfeitures are recorded as incurred instead of estimated at the time of grant and revised. Under Accounting Standards Update (“ASU”) 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-Employee Share-Based Payment Accounting , the Company accounts for stock options issued to non-employees for their services in accordance with ASC 718. The Company uses valuation methods and assumptions to value the stock options that are in line with the process for valuing employee stock options noted above. |
Leases | Leases The Company adopted ASC 842, Leases , as amended, on January 1, 2020 ("ASC 842"). The Company elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed the Company not to separate non-lease components from lease components and instead to account for each separate lease component and the non-lease components associated with that lease component as a single lease. The Company’s leases consist of leaseholds on office space. The Company determines if an arrangement contains a lease at inception as defined by ASC 842. To meet the definition of a lease under ASC 842, the contractual arrangement must convey to the Company the right to control the use of an identifiable asset for a period of time in exchange for consideration. Right of Use (“ROU”) assets represent the right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. |
Concentrations | Concentrations For the nine months ended September 30, 2023, one customer accounted for 100 % of revenues. In addition, this customer accounted for 100 % of accounts receivable at September 30, 2023. The Company's human amnion allograft product made up 100 % of the Company's revenue for the nine months ended September 30, 2023. For the nine months ended September 30, 2023, 100 % of the Company's human amnion allograft product was purchased from Pinnacle Transplant Technologies, LLC. |
Fair Value Measurements and Fair Value of Financial Instruments | Fair Value Measurements and Fair Value of Financial Instruments The Company categorizes its assets and liabilities that are valued at fair value on a recurring basis into a three-level fair value hierarchy in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets and liabilities (Level 1) and lowest priority to unobservable inputs (Level 3). The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, deferred consideration payable and related party loans payable approximate fair value because of the short-term maturity of such instruments. Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. Level 2 - Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. Level 3 - Inputs are unobservable inputs that reflect the reporting entity’s assumptions on the assumptions the market participants would use to price the asset or liability based on the best available information. Other financial assets and liabilities as of September 30, 2023 and December 31, 2022 are categorized based on a hierarchy of inputs as follows: September 30, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated Input Value Fair Value Value Fair Value Hierarchy Forward purchase agreement $ 5,376,139 $ 5,376,139 $ — $ — Level 3 SBA Loan 1,498,000 1,498,000 — — Level 2 Earnout liabilities 13,520,385 13,520,385 — — Level 3 Derivative liabilities — — 826,980 826,980 Level 3 Changes in the fair value of Level 3 financial assets and liabilities for the nine months ended September 30, 2023 are as follows: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) For the Nine Months Ended September 30, 2023 Forward Purchase Agreement Derivative Liabilities Earnout Liabilities Balance, beginning of year $ — $ 826,980 $ — Initial recognition 15,968,581 — 13,482,292 Change in fair value ( 10,592,442 ) ( 826,980 ) 38,093 Balance, end of period $ 5,376,139 $ — $ 13,520,385 The Forward Purchase Agreement was accounted for at fair value as a financial instrument in the scope of ASC 480, Distinguishing Liabilities from Equity , 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 assumptions incorporated into the valuation model as of the Closing Date of the Business Combination included the termination fee of $ 0.50 per share, the debt rate of 14.35 % and the term of one year . As of September 30, 2023, the assumptions incorporated into the valuation model included the share price of 3.60 , the termination fee of $ 0.50 per share, the debt rate of 13.92 % and the term of 0.79 . The fair value of the Earnout was estimated based on the future consideration amounts adjusted for the probabilities of success and estimated dates of milestone achievements in relation to the research and development milestones and probability-adjusted revenue scenarios in relation to the revenue targets. The Earnout liability is categorized as a Level 3 fair value measurement because the Company estimated projections utilizing unobservable inputs. Contingent earnout payments involve certain assumptions requiring significant judgment and actual results can differ from assumed and estimated amounts. The fair value of the embedded derivatives in the convertible notes as of September 30, 2023 and December 31, 2022 was valued using a Monte-Carlo model and was based upon the following management assumptions: September 30, 2023 December 31, 2022 Stock price $ — $ 2.60 Expected term (years) — 0.04 Volatility — 55.1 % Risk-free interest rate — 4.38 % Probability of Qualified Financing or IPO — 50.00 % Probability of a Change in Control Event — 10.00 % The December 31, 2022 stock price was derived from a 409A valuation. Volatility was determined from the historical volatility of comparable public companies over the expected terms. The term was based on the maturity date of the note. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. The probability of a Qualified Financing or IPO and a Change of Control Event were based on the Company’s assessment of such an event occurring. |
Recently Adopted Accounting Guidance | Recently Adopted Accounting Guidance In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments-Credit Losses: Measurement of Credit Losses on Financial Instruments . ASU 2016-13 requires measurement and recognition of expected credit losses for financial assets. In April 2019, the FASB issued clarification to ASU 2016-13 within ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments-Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments, or ASU 2016-13. The guidance is effective for fiscal years beginning after December 15, 2022. The Company adopted this standard on January 1, 2023 , which had no material impact on the Company’s condensed consolidated financial statements. Recent Accounting Pronouncements On September 30, 2022, the FASB issued ASU 2022-03, which (1) clarifies the guidance in ASC 820 on the fair value measurement of an equity security that is subject to a contractual sale restriction and (2) requires specific disclosures related to such equity security. The amendments in ASU 2022-03 are consistent with the principles of fair value measurement under which an entity is required to consider characteristics of an asset or liability if other market participants would also consider those characteristics when pricing the asset or liability. Specifically, the ASU clarifies that an entity should apply these fair value measurement principles to equity securities subject to contractual sale restrictions. The Company does not believe that, if adopted, ASU 2022-03 would have a material effect on the Company’s financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Policies [Abstract] | |
Summary of Securities that were Excluded from the Diluted Per Share | At September 30, 2023 2022 Series A Preferred Stock (if converted) 4,243,000 — Stock Options 1,551,886 2,051,243 Common Stock Warrants 4,638,444 3,870,524 Series A Preferred Stock (if converted) — 2,010,728 Series B Preferred Stock (if converted) — 2,817,886 Series C-1 Preferred Stock (if converted) — 89,264 Series C-2 Preferred Stock (if converted) — 5,857,512 Preferred Stock Warrants — 164,894 Convertible Notes (if converted) — 777,062 Total 10,433,330 17,639,113 |
Schedule of Other Financial Assets and Liabilities Recorded in Balance Sheet at Fair Value | Other financial assets and liabilities as of September 30, 2023 and December 31, 2022 are categorized based on a hierarchy of inputs as follows: September 30, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated Input Value Fair Value Value Fair Value Hierarchy Forward purchase agreement $ 5,376,139 $ 5,376,139 $ — $ — Level 3 SBA Loan 1,498,000 1,498,000 — — Level 2 Earnout liabilities 13,520,385 13,520,385 — — Level 3 Derivative liabilities — — 826,980 826,980 Level 3 |
Schedule of Changes in Fair Value of Level 3 Financial Assets and Liabilities | Changes in the fair value of Level 3 financial assets and liabilities for the nine months ended September 30, 2023 are as follows: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) For the Nine Months Ended September 30, 2023 Forward Purchase Agreement Derivative Liabilities Earnout Liabilities Balance, beginning of year $ — $ 826,980 $ — Initial recognition 15,968,581 — 13,482,292 Change in fair value ( 10,592,442 ) ( 826,980 ) 38,093 Balance, end of period $ 5,376,139 $ — $ 13,520,385 |
Schedule of Fair Value of the Overallotment Liability | The fair value of the embedded derivatives in the convertible notes as of September 30, 2023 and December 31, 2022 was valued using a Monte-Carlo model and was based upon the following management assumptions: September 30, 2023 December 31, 2022 Stock price $ — $ 2.60 Expected term (years) — 0.04 Volatility — 55.1 % Risk-free interest rate — 4.38 % Probability of Qualified Financing or IPO — 50.00 % Probability of a Change in Control Event — 10.00 % |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combinations [Abstract] | |
Summary of Fair Value of the Purchase Consideration Transferred | The fair value of the purchase consideration transferred in the AxBio Acquisition was as follows: Common Stock - 3,845,337 shares $ 11,270,683 Series A Convertible Voting Preferred Stock - 4,234 shares 10,382,106 Earnout 13,482,292 Deferred Consideration 8,000,000 Total estimated value of consideration transferred $ 43,135,081 |
Summary of Allocation of the Purchase Price | The allocation of the purchase price, which is deemed to be a preliminary allocation, is as follows: Total estimated value of consideration transferred $ 43,135,081 Cash and cash equivalents 662,997 Accounts receivable 18,296,000 Prepaid expenses 170,603 Inventories 10,600,000 Property and equipment 81,846 Intangible assets 23,260,000 Total assets 53,071,446 Accounts payable 12,767,909 Accrued interest 146,829 Other accrued expenses 1,390,278 Loan payable 1,498,000 Related party loans 5,610,000 Deferred tax liabilities 7,836,876 Net assets to be acquired 23,821,554 Goodwill $ 19,313,527 |
Summary of Business Combinations Unaudited Pro Froma Statements of Operations | The pro forma statements of operations do not fully reflect: (i) any anticipated synergies (or costs to achieve synergies) or (ii) the impact of non-recurring items directly related to the acquisition of AxBio. Nine months ended September 30, 2023 2022 Revenue from the Condensed Consolidated Statements of Operations $ 3,728,816 $ - Add: Axolotl revenue not reflected in the Condensed Consolidated Statements of Operations 26,020,319 27,617,362 Unaudited pro forma revenue $ 29,749,135 $ 27,617,362 Nine months ended September 30, 2023 2022 Net loss from Condensed Consolidated Statements of Operations $ ( 18,602,436 ) $ ( 5,936,114 ) Add: Axolotl net income (loss) not reflected in the Consolidated Statements Operations, less pro forma adjustments described below (1) 1,069,186 ( 7,625,276 ) Unaudited pro forma net loss $ ( 17,533,250 ) $ ( 13,561,390 ) An adjustment to reflect additional amortization of $ 1,500,000 and $ 1,900,000 for the period from January 1, 2023 through the Axolotl Acquisition Closing Date and the nine months ended September 30, 2022, respectively, that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2022. The adjustment also reflects additional costs of goods sold of $ 0 and $ 8,200,000 for the nine months ended September 30, 2023 and 2022, respectively, that would have been charged assuming the fair value step up to inventories had been applied on January 1, 2022. |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property Plant and Equipment | Property and equipment consist of the following: September 30, December 31, Lab equipment $ 928,496 $ 666,178 Leasehold improvements 115,333 115,333 Furniture and fixtures 17,999 3,579 1,061,828 785,090 Less: accumulated depreciation ( 772,028 ) ( 530,116 ) Property and equipment, net $ 289,800 $ 254,974 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Intangible Assets | Intangible assets and the related amortization expense consist of the following at September 30, 2023: Amortization Gross Accumulated Net Book Period Carrying Value Amortization Value Customer contracts 20 years $ 12,170,000 $ 134,925 $ 12,035,075 Trade name 7 years 2,220,000 52,857 2,167,143 Intellectual property 7 years 8,870,000 211,190 8,658,810 Patents 16 years 70,746 45,431 25,315 Total intangible assets $ 23,330,746 $ 444,403 $ 22,886,343 |
Summary of Amortization Expense Related to Intangible Assets | Amortization expense related to the Company’s intangible assets for future years is as follows: Years ending December 31, 2023 (remaining) $ 601,846 2024 2,657,948 2025 2,693,124 2026 2,729,451 2027 2,703,997 Thereafter 11,499,977 $ 22,886,343 |
Accrued Expenses and Other Li_2
Accrued Expenses and Other Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Accrued Liabilities and Other Liabilities [Abstract] | |
Schedule of Accrued Expenses and Other Liabilities | Accrued expenses and other liabilities consist of the following amounts: September 30, December 31, Accrued compensation $ 1,328,813 $ 916,934 Accrued severance 703,947 — Other accrued expenses 275,037 27,639 Accrued expenses and other liabilities $ 2,307,797 $ 944,573 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Future Debt Maturities | Future debt maturities are as follows: Year ending December 31, Amount 2023 $ 446,127 2024 6,918,147 2025 13,168 2026 45,713 2027 47,457 Thereafter 1,893,662 Total $ 9,364,274 |
Stockholders' Equity (Deficit)
Stockholders' Equity (Deficit) (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Schedule of Redeemable Convertible Preferred Stock | As of December 31, 2022, redeemable convertible preferred stock consisted of the following: Authorized Issued and Outstanding Carrying Value Liquidation Preference Issuance Price Series A convertible preferred stock 2,010,728 2,010,728 $ 7,714,336 $ 7,714,336 $ 2.19 Series B convertible preferred stock 2,893,515 2,824,881 7,025,434 7,025,434 2.49 Series C-1 convertible preferred stock 3,436,863 426,732 772,028 772,028 2.54 Series C-2 convertible preferred stock 6,011,960 5,857,512 15,904,275 15,904,275 2.15 |
Summary of Option Activity | A summary of the option activity during the nine months ended September 30, 2023 is presented below: Number of Weighted Weighted Aggregate Outstanding, December 31, 2022 2,235,313 $ 2.22 8.07 $ 1,083,492 Granted 344,631 $ 2.91 Exercised ( 23,420 ) $ 1.75 Expired/Cancelled ( 1,004,638 ) $ 2.33 Outstanding, September 30, 2023 1,551,886 $ 2.15 7.19 $ 2,252,300 Vested/Exercisable, September 30, 2023 1,224,773 $ 2.05 6.72 $ 1,904,182 |
Schedule of Assumptions used in Black Scholes Option Pricing Model | The weighted average fair value of the options granted during the nine months ended September 30, 2023 was $3.00 per share, based on a Black Scholes option pricing model using the following assumptions: Expected volatility 70 % - 82 % Expected term of option 6.0 - 6.1 Range of risk-free interest rate 3.55 % - 3.75 % Dividend yield 0 % |
Other Related Party Transacti_2
Other Related Party Transactions (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Summary of Related Party Transactions | The following table summarizes the related party transactions/balances for these individuals at September 30, 2023 and December 31, 2022: September 30, 2023 December 31, 2022 Dollars Common Shares Dollars Preferred Shares Series A Preferred Stock and Dividends Former Board Member $ 877,054 425,165 $ 877,054 4,222,223 Cumulative Dividends Earned 712,800 678,694 $ 1,589,854 $ 1,555,748 Series B Preferred Stock Former Board Member $ 887,049 425,766 $ 887,049 5,094,537 Immediate Family Member 1 103,244 65,268 103,244 780,967 $ 990,293 $ 990,293 5,875,504 Series C-1 Preferred Stock Immediate Family Member 1 $ 50,000 19,677 $ 50,000 234,742 Cumulative Dividends Earned 1,879 10 $ 51,879 $ 50,010 Series C-2 Preferred Stock Former Board Member $ 1,049,381 488,088 $ 1,049,381 6,129,561 Immediate Family Member 1 129,260 60,120 129,260 755,024 $ 1,178,641 $ 1,178,641 6,884,585 Series C-2 Cumulative Dividends Earned Former Board Member $ 59,168 $ 19,924 Immediate Family Member 1 7,288 2,454 $ 66,456 $ 22,378 |
Nature of the Organization an_2
Nature of the Organization and Business - Additional Information (Detail) | Aug. 10, 2023 USD ($) | Aug. 09, 2023 USD ($) shares | Jul. 14, 2023 $ / shares | Jul. 11, 2023 USD ($) $ / shares shares | Jul. 09, 2023 USD ($) $ / shares $ / $ shares | Sep. 30, 2023 $ / shares shares | Jan. 04, 2023 $ / shares | Dec. 31, 2022 $ / shares shares |
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Common stock, par or stated value per share | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | |||
Common stock, shares, issued | shares | 19,305,129 | 23,081,642 | 894,318 | |||||
Temporary equity, redemption price per share | $ / shares | $ 10.28 | |||||||
Temporary equity, aggregate amount of redemption requirement | $ | $ 29,374,372 | |||||||
Asset, held-in-trust | $ | $ 29,376,282 | |||||||
Termination fee payable per share | $ / shares | $ 0.5 | |||||||
Forward Purchase Agreement [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Derivative reset price | $ / shares | $ 11.5 | |||||||
Derivative, floor price | $ / $ | 11.5 | |||||||
Temporary equity, shares outstanding | shares | 100,000 | |||||||
Sponsor [Member] | Private Placement Warrants [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Class of warrants or rights issued during the period | shares | 455,000 | |||||||
Meteora [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Proceeds from temporary equity acquisitions equivalent to amount remitted under otc equity prepaid forward transaction | $ | $ 17,535,632 | |||||||
Meteora [Member] | Forward Purchase Agreement [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during period, shares, new issues | shares | 1,705,959 | |||||||
Derivative Equity Security [Member] | Minimum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Exchange ratio | 0.06684 | |||||||
Derivative Equity Security [Member] | Maximum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Exchange ratio | 0.1007 | |||||||
Common Class A [Member] | IPO [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during period, shares, new issues | shares | 12,586,223 | |||||||
Common Class A [Member] | Sponsor [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during period, shares, new issues | shares | 15,444,103 | |||||||
Common Class B [Member] | Sponsor [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during period, shares, new issues | shares | 3,861,026 | |||||||
Legacy Carmell Common Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Exchange ratio | 0.06154 | |||||||
Axolotl [Member] | Common Stock [Member] | Maximum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, contingent consideration, liability | $ | $ 66,000,000 | |||||||
Axolotl [Member] | Preferred Stock [Member] | Series A Convertible Voting Preferred Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during period, shares, new issues | shares | 4,243 | |||||||
Axolotl [Member] | Cash Earnout [Member] | Maximum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, contingent consideration, liability | $ | $ 9,000,000 | |||||||
AxBio [Member] | AxBio Merger Agreement [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Payments to acquire businesses, gross | $ | $ 8,000,000 | $ 8,000,000 | ||||||
AxBio [Member] | Common Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during period, shares, new issues | shares | 3,845,337 | |||||||
AxBio [Member] | Common Stock [Member] | Maximum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, contingent consideration, liability | $ | $ 66,000,000 | |||||||
AxBio [Member] | Preferred Stock [Member] | Series A Convertible Voting Preferred Stock [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Stock issued during period, shares, new issues | shares | 4,243 | |||||||
AxBio [Member] | Cash Earnout [Member] | AxBio Merger Agreement [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, contingent consideration, liability | $ | $ 9,000,000 | |||||||
AxBio [Member] | Cash Earnout [Member] | Maximum [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, contingent consideration, liability | $ | 9,000,000 | |||||||
AxBio [Member] | Performance Based Shares Earnout [Member] | AxBio Merger Agreement [Member] | ||||||||
Organization Consolidation And Presentation Of Financial Statements [Line Items] | ||||||||
Business combination, contingent consideration, liability | $ | $ 66,000,000 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Aug. 09, 2023 USD ($) shares | Jul. 09, 2023 | Oct. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) yr | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) yr Segment | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | |
Number of operating segments | Segment | 1 | |||||||
Cash equivalents | $ 7,968,502 | $ 7,968,502 | $ 30,000 | |||||
Reserve for inventory obsolescense | 0 | 0 | ||||||
Capitalized offering costs wrote off | $ 1,278,062 | |||||||
Deferred offering costs | 1,317,369 | |||||||
Goodwill or intangible asset impairment charges recognized | 0 | |||||||
Services accounted for consideration payable and reduction of transaction price | 368,784 | $ 368,784 | ||||||
Revenue, performance obligation, description of timing | The Company has elected to apply the significant financing practical expedient, as allowed under ASC 606. As a result, the Company does 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. | |||||||
Revenue, performance obligation, description of payment terms | The Company has standard payment terms that generally require payment within approximately 60-120 days. | |||||||
Advertising expenses | 211,085 | $ 1,250 | $ 211,356 | $ 3,552 | ||||
Unrecognized tax benefits | 0 | 0 | 0 | |||||
Accrued for interest and penalties | $ 0 | $ 0 | $ 0 | |||||
Income tax examination, years under examination | 2019 2020 2021 2022 | |||||||
Business combination trasaction cost | $ 1,581,070 | |||||||
Customer Contracts [Member] | ||||||||
Finite-lived intangible assets, amortization period | 20 years | 20 years | ||||||
Trade Names [Member] | ||||||||
Finite-lived intangible assets, amortization period | 7 years | 7 years | ||||||
Intellectual Property [Member] | ||||||||
Finite-lived intangible assets, amortization period | 7 years | 7 years | ||||||
Patents [Member] | ||||||||
Finite-lived intangible assets, amortization period | 16 years | 16 years | ||||||
Forward Purchase Agreement [Member] | Level 3 [Member] | ||||||||
Derivative Asset, Valuation Technique [Extensible Enumeration] | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember | us-gaap:ValuationTechniqueOptionPricingModelMember | |||||
Derivative Asset, term | 1 year | |||||||
Forward Purchase Agreement [Member] | Level 3 [Member] | Share Price [Member] | ||||||||
Derivative Asset, Measurement Input | 3.6 | 3.6 | ||||||
Forward Purchase Agreement [Member] | Level 3 [Member] | Termination Fee [Member] | ||||||||
Derivative Asset, Measurement Input | 0.5 | 0.5 | 0.5 | |||||
Forward Purchase Agreement [Member] | Level 3 [Member] | Debt Rate [Member] | ||||||||
Derivative Asset, Measurement Input | 0.1435 | 0.1392 | 0.1392 | |||||
Forward Purchase Agreement [Member] | Level 3 [Member] | Expected Term (years) [Member] | ||||||||
Derivative Asset, Measurement Input | yr | 0.79 | 0.79 | ||||||
Axolotl Biologix Acquisition [Member] | Series A Convertible Voting Preferred Stock [Member] | Preferred Stock [Member] | ||||||||
Stock issued to Puritan to rescind Acceleration Notice (in Shares) | shares | 4,243 | |||||||
Customer Concentration Risk [Member] | Customer One [Member] | ||||||||
Number of customers | Segment | 1 | |||||||
Revenue [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||
Concentrations of risk percentage | 100% | |||||||
Revenue [Member] | Product Concentration Risk [Member] | Amnion Allograft Product [Member] | Axolotl Biologix Acquisition [Member] | ||||||||
Concentrations of risk percentage | 100% | |||||||
Revenue [Member] | Product Concentration Risk [Member] | Amnion Allograft Product [Member] | Pinnacle Transplant Technologies [Member] | Related Party [Member] | ||||||||
Concentrations of risk percentage | 100% | |||||||
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer One [Member] | ||||||||
Concentrations of risk percentage | 100% | |||||||
Minimum [Member] | ||||||||
Finite-lived intangible assets, amortization period | 7 years | 7 years | ||||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 60 days | 60 days | ||||||
Maximum [Member] | ||||||||
Finite-lived intangible assets, amortization period | 20 years | 20 years | ||||||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 120 days | 120 days | ||||||
Maximum [Member] | Axolotl Biologix Acquisition [Member] | Common Stock [Member] | ||||||||
Performance-based earn-outs liability | $ 66,000,000 | |||||||
Maximum [Member] | Axolotl Biologix Acquisition [Member] | Cash Earnout [Member] | ||||||||
Performance-based earn-outs liability | $ 9,000,000 | |||||||
Equipment [Member] | Minimum [Member] | ||||||||
Property and equipment estimated useful lives | 5 years | 5 years | ||||||
Equipment [Member] | Maximum [Member] | ||||||||
Property and equipment estimated useful lives | 7 years | 7 years | ||||||
Leasehold Improvements [Member] | ||||||||
Property and equipment estimated useful lives | 10 years | 10 years | ||||||
Furniture and Fixtures [Member] | ||||||||
Property and equipment estimated useful lives | 7 years | 7 years | ||||||
ASU 2016-13 | ||||||||
Change in Accounting Principle, Accounting Standards Update, Adopted | true | true | ||||||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 01, 2023 | Jan. 01, 2023 | ||||||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect | true | true |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of the Securities that were Excluded from the Diluted Per Share (Detail) - shares | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 10,433,330 | 17,639,113 |
Series A Preferred Stock (if converted) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,243,000 | 0 |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,551,886 | 2,051,243 |
Common Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 4,638,444 | 3,870,524 |
Series A Preferred Stock (if converted) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 2,010,728 |
Series B Preferred Stock (if converted) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 2,817,886 |
Series C-1 Preferred Stock (if converted) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 89,264 |
Series C-2 Preferred Stock (if converted) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 5,857,512 |
Preferred Stock Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 164,894 |
Convertible Notes (if converted) [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 0 | 777,062 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Other Financial Assets and Liabilities Recorded in Balance Sheet at Fair Value (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Forward purchase agreement | $ 5,376,139 | $ 0 |
Earnout liabilities | 13,520,385 | |
Level 2 [Member] | Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
SBA Loan | 1,498,000 | 0 |
Level 2 [Member] | Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
SBA Loan | 1,498,000 | 0 |
Level 3 [Member] | Carrying Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Forward purchase agreement | 5,376,139 | 0 |
Earnout liabilities | 13,520,385 | 0 |
Derivative Liabilities | 0 | 826,980 |
Level 3 [Member] | Estimated Fair Value [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Forward purchase agreement | 5,376,139 | 0 |
Earnout liabilities | 13,520,385 | 0 |
Derivative Liabilities | $ 0 | $ 826,980 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Changes in Fair Value of Level 3 Financial Assets and Liabilities (Detail) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Forward Purchase Agreement [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of year, Assets | $ 0 |
Initial recognition, Assets | 15,968,581 |
Change in fair value, Assets | (10,592,442) |
Balance, end of period, Assets | 5,376,139 |
Derivative Liabilities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of year, Liabilities | 826,980 |
Initial recognition of liability | 0 |
Change in fair value, Liabilities | (826,980) |
Balance, end of period, Liabilities | 0 |
Earnout Liabilities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance, beginning of year, Liabilities | 0 |
Initial recognition of liability | 13,482,292 |
Change in fair value, Liabilities | 38,093 |
Balance, end of period, Liabilities | $ 13,520,385 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Summary of Fair Value of Embedded Derivatives in the Convertible Notes (Detail) - Monte-Carlo Model [Member] - Convertible Notes [Member] - Fair Value, Recurring [Member] | Sep. 30, 2023 yr USD ($) | Dec. 31, 2022 USD ($) yr |
Stock price [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | $ | 0 | 2.6 |
Expected Term (years) [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | yr | 0 | 0.04 |
Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0 | 55.1 |
Risk-free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0 | 4.38 |
Probability of Qualified Financing or IPO [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0 | 50 |
Probability of a Change in Control Event [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Embedded derivative liability, measurement input | 0 | 10 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - AxBio [Member] | Aug. 09, 2023 USD ($) $ / shares |
Business Acquisition [Line Items] | |
Deferred cash consideration | $ 8,000,000 |
Transaction costs related to acquisition | 1,300,000 |
Business combination adjusted inventory | 8,200,000 |
Business combination adjusted loan payable | $ 500,000 |
Trade Name [Member] | |
Business Acquisition [Line Items] | |
Expected useful life | 7 years |
Intellectual Property [Member] | |
Business Acquisition [Line Items] | |
Expected useful life | 7 years |
Maximum [Member] | Cash Earnout [Member] | |
Business Acquisition [Line Items] | |
Contingent liabilities (see Note 9) | $ 9,000,000 |
Maximum [Member] | Common Stock [Member] | |
Business Acquisition [Line Items] | |
Contingent liabilities (see Note 9) | $ 66,000,000 |
Series A Convertible Voting Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Estimated fair value per share | $ / shares | $ 2,452 |
Business Combinations - Summary
Business Combinations - Summary of Fair Value of Purchase Consideration Transferred (Details) - AxBio [Member] | Aug. 09, 2023 USD ($) |
Business Acquisition [Line Items] | |
Earnout | $ 13,482,292 |
Deferred Consideration | 8,000,000 |
Total estimated value of consideration transferred | 43,135,081 |
Series A Convertible Voting Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Shares issued | 10,382,106 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Shares issued | $ 11,270,683 |
Business Combinations - Summa_2
Business Combinations - Summary of Fair Value of Purchase Consideration Transferred (Parenthetical) (Details) - AxBio [Member] | Aug. 09, 2023 shares |
Series A Convertible Voting Preferred Stock [Member] | |
Business Acquisition [Line Items] | |
Number of shares issued at acquisition | 4,234 |
Common Stock [Member] | |
Business Acquisition [Line Items] | |
Number of shares issued at acquisition | 3,845,337 |
Business Combinations - Summa_3
Business Combinations - Summary of Allocation of Purchase Price (Details) - USD ($) | Sep. 30, 2023 | Aug. 09, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | |||
Goodwill | $ 19,313,527 | $ 0 | |
AxBio [Member] | |||
Business Acquisition [Line Items] | |||
Total estimated value of consideration transferred | $ 43,135,081 | ||
Cash and cash equivalents | 662,997 | ||
Accounts receivable | 18,296,000 | ||
Prepaid expenses | 170,603 | ||
Inventories | 10,600,000 | ||
Property and equipment | 81,846 | ||
Intangible assets | 23,260,000 | ||
Total assets | 53,071,446 | ||
Accounts payable | 12,767,909 | ||
Accrued interest | 146,829 | ||
Other accrued expenses | 1,390,278 | ||
Loan payable | 1,498,000 | ||
Related party loans | 5,610,000 | ||
Deferred tax liabilities | 7,836,876 | ||
Net assets to be acquired | 23,821,554 | ||
Goodwill | $ 19,313,527 | $ 19,313,527 |
Business Combinations - Summa_4
Business Combinations - Summary of Business Combinations Unaudited Pro Froma Statements of Operations (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Revenue from the Condensed Consolidated Statements of Operations | $ 3,728,816 | $ 0 | $ 3,728,816 | $ 0 |
Net loss from Condensed Consolidated Statements of Operations | $ (11,464,769) | $ (6,067,302) | (18,602,436) | (5,936,114) |
AxBio [Member] | ||||
Business Acquisition [Line Items] | ||||
Revenue from the Condensed Consolidated Statements of Operations | 3,728,816 | |||
Add: Axolotl revenue not reflected in the Condensed Consolidated Statements of Operations | 26,020,319 | 27,617,362 | ||
Unaudited pro forma revenue | 29,749,135 | 27,617,362 | ||
Net loss from Condensed Consolidated Statements of Operations | (18,602,436) | (5,936,114) | ||
Add: Axolotl net income (loss) not reflected in the Consolidated Statements | 1,069,186 | (7,625,276) | ||
Unaudited pro forma net loss | $ (17,533,250) | $ (13,561,390) |
Business Combinations - Summa_5
Business Combinations - Summary of Business Combinations Unaudited Pro Froma Statements of Operations (Parenthetical) (Details) - AxBio [Member] - USD ($) | 7 Months Ended | 9 Months Ended | |
Aug. 09, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | |||
Additional amortization | $ 1,500,000 | $ 1,900,000 | |
Additional cost of goods sold | $ 0 | $ 8,200,000 |
Going Concern and Managements_2
Going Concern and Managements Liquidity Plans - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | |||||
Cash | $ 7,968,046 | $ 7,968,046 | $ 128,149 | ||
Accumulated deficit | (61,660,750) | (61,660,750) | $ (42,382,291) | ||
Loss from operations | (5,137,373) | $ (851,923) | (7,899,628) | $ (2,719,639) | |
Net cash used in operating activities | $ 5,203,790 | $ 1,129,539 | |||
Workforce Reduction [Member] | AxBio Acquisition [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Expected annual savings from restructuring activities | 2,000,000 | ||||
Workforce Reduction [Member] | AxBio Acquisition [Member] | Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Expected annual savings from restructuring activities | $ 3,000,000 |
Property and Equipment - Schedu
Property and Equipment - Schedule of Property Plant and Equipment (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
PropertyPlantAndEquipmentLineItems | ||
Property and equipment, gross | $ 1,061,828 | $ 785,090 |
Less: accumulated depreciation | (772,028) | (530,116) |
Property and equipment, net | 289,800 | 254,974 |
Lab Equipment [Member] | ||
PropertyPlantAndEquipmentLineItems | ||
Property and equipment, gross | 928,496 | 666,178 |
Leasehold Improvements [Member] | ||
PropertyPlantAndEquipmentLineItems | ||
Property and equipment, gross | 115,333 | 115,333 |
Furniture and Fixtures [Member] | ||
PropertyPlantAndEquipmentLineItems | ||
Property and equipment, gross | $ 17,999 | $ 3,579 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 48,118 | $ 44,780 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) ReportingUnit | Sep. 30, 2022 USD ($) | Aug. 09, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross patent costs | $ 70,746 | $ 70,746 | $ 70,746 | |||
Goodwill | 19,313,527 | $ 19,313,527 | 0 | |||
Number of reporting units | ReportingUnit | 1 | |||||
Capitalized patent costs included in intangible assets | $ 28,702 | |||||
Amortization expense | 402,000 | $ 0 | $ 402,000 | $ 0 | ||
AxBio [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill | $ 19,313,527 | $ 19,313,527 | $ 19,313,527 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Summary of Intangible Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 23,330,746 | |
Accumulated Amortization | 444,403 | $ 42,044 |
Net Book Value | $ 22,886,343 | $ 28,702 |
Customer Contracts [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 20 years | |
Gross Carrying Value | $ 12,170,000 | |
Accumulated Amortization | 134,925 | |
Net Book Value | $ 12,035,075 | |
Trade Name [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 7 years | |
Gross Carrying Value | $ 2,220,000 | |
Accumulated Amortization | 52,857 | |
Net Book Value | $ 2,167,143 | |
Intellectual Property [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 7 years | |
Gross Carrying Value | $ 8,870,000 | |
Accumulated Amortization | 211,190 | |
Net Book Value | $ 8,658,810 | |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Amortization Period | 16 years | |
Gross Carrying Value | $ 70,746 | |
Accumulated Amortization | 45,431 | |
Net Book Value | $ 25,315 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Amortization Expense Related to Intangible Assets (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | ||
2023 (remaining) | $ 601,846 | |
2024 | 2,657,948 | |
2025 | 2,693,124 | |
2026 | 2,729,451 | |
2027 | 2,703,997 | |
Thereafter | 11,499,977 | |
Net Book Value | $ 22,886,343 | $ 28,702 |
Accrued Expenses and Other Li_3
Accrued Expenses and Other Liabilities - Schedule Of Accrued Expenses and Other Liabilities (Detail) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Accrued Liabilities and Other Liabilities [Abstract] | ||
Accrued compensation | $ 1,328,813 | $ 916,934 |
Accrued severance | 703,947 | |
Other accrued expenses | 275,037 | 27,639 |
Accrued expenses and other liabilities | $ 2,307,797 | $ 944,573 |
Debt - Additional information (
Debt - Additional information (Detail) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | 11 Months Ended | ||||||||||||
Dec. 01, 2023 USD ($) | Sep. 23, 2022 USD ($) $ / shares shares | Jul. 19, 2022 USD ($) | Jan. 19, 2022 USD ($) $ / shares shares | Jul. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Mar. 31, 2023 $ / shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) $ / shares shares | Aug. 09, 2023 USD ($) | Jul. 11, 2023 shares | Dec. 19, 2022 USD ($) $ / shares | Dec. 31, 2021 | Sep. 24, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 10.2 | $ 10.2 | |||||||||||||||
Debt conversion, converted instrument, warrants or options issued | shares | 258,953 | ||||||||||||||||
Amortization of debt discount | $ 14,179 | $ 606,420 | $ 22,479 | $ 2,044,241 | |||||||||||||
Convertible debt current | 0 | $ 2,777,778 | 0 | $ 2,777,778 | |||||||||||||
Carrying value | $ 9,364,274 | $ 9,364,274 | |||||||||||||||
Common stock, shares, issued | shares | 23,081,642 | 894,318 | 23,081,642 | 894,318 | 19,305,129 | ||||||||||||
Burns Ventures LLC [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument monthly payment | $ 0 | ||||||||||||||||
Debt Instrument, Maturity Date | Dec. 31, 2024 | ||||||||||||||||
Interest Rate | 7% | 7% | |||||||||||||||
Debt instrument accrued interest | $ 98,982 | $ 98,982 | |||||||||||||||
Interest expense incurred | 65,629 | ||||||||||||||||
Promissory notes outstanding | $ 5,610,000 | 5,610,000 | |||||||||||||||
January 2022 convertible notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing fixed interest rate percentage | 10% | ||||||||||||||||
Long term debt fixed interest rate percentage in case of default | 18% | ||||||||||||||||
Payment of principal and interest | 600,000 | ||||||||||||||||
Repayment of notes receivable from related parties of borrowings | $ 2,649,873 | ||||||||||||||||
Fair value of derivative upon conversion of convertible debt | $ 1,110,459 | $ 1,110,459 | |||||||||||||||
Write off of debt issuance costs | $ 958,899 | ||||||||||||||||
Long term debt percentage increase in outstanding principal due to default | 25% | ||||||||||||||||
Interest Rate | 25% | 25% | |||||||||||||||
Interest expense incurred | $ 555,556 | $ 570,220 | $ 243,056 | ||||||||||||||
Percentage of increasing in outstanding principal | 25% | 25% | 25% | ||||||||||||||
Common stock, shares, issued | shares | 25,000 | 25,000 | |||||||||||||||
January 2022 convertible notes [Member] | Puritan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Equity valuation minimum for consummation of business combination | $ 150,000,000 | ||||||||||||||||
Number of freely transferrable shares withdrawn | shares | 25,000 | ||||||||||||||||
Price per share of shares withdrawn | $ / shares | $ 10 | ||||||||||||||||
Amount paid at closing date | $ 4,050,000 | ||||||||||||||||
Alleged cash amount for repurchase of convertible note warrants | 1,914,123 | ||||||||||||||||
Proceeds from loan | 1,000,000 | ||||||||||||||||
Two thousand and twenty three promissory notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Repayment of notes receivable from related parties of borrowings | $ 100,000 | ||||||||||||||||
Class of warrants or rights term | 5 years | 5 years | |||||||||||||||
Warrants issued | $ / shares | $ 2.6 | ||||||||||||||||
Debt instrument, term | 12 months | ||||||||||||||||
Debt conversion, converted instrument, warrants or options issued | shares | 16,500 | ||||||||||||||||
Adjustment to additional paid in capital warrants issued | $ 56,000 | ||||||||||||||||
Unamortized debt discount | $ 33,508 | 33,508 | |||||||||||||||
Amortization of debt discount | $ 22,479 | ||||||||||||||||
Two thousand and twenty three promissory notes [Member] | Probability of Qualified Financing or IPO [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, business combination percentage | 100% | 100% | |||||||||||||||
Two thousand and twenty three promissory notes [Member] | Stock price [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, measurement input | 0.62 | 0.62 | |||||||||||||||
Two thousand and twenty three promissory notes [Member] | Maximum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 14.3 | $ 14.3 | |||||||||||||||
Two thousand and twenty three promissory notes [Member] | Minimum [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 11.5 | $ 11.5 | |||||||||||||||
Common Stock [Member] | January 2022 convertible notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing fixed interest rate percentage | 10% | ||||||||||||||||
Long term debt fixed interest rate percentage in case of default | (18.00%) | ||||||||||||||||
Debt instrument monthly payment | $ 158,730 | ||||||||||||||||
Debt instrument date of first required payment | Jul. 19, 2022 | ||||||||||||||||
Long term debt discount percentage | 10% | ||||||||||||||||
Long term debt commission percentage | 8% | ||||||||||||||||
Class of warrant or right, exercise price of warrants or rights | $ / shares | $ 0.16 | ||||||||||||||||
Class of warrants or rights term | 5 years | ||||||||||||||||
Convertible note warrants or rights issued during period fair value | $ 409,483 | ||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 3.57 | $ 1.79 | $ 1.79 | ||||||||||||||
Debt instrument discount percentage on conversion price | 25% | ||||||||||||||||
Adjustment to additional paid in capital warrants issued | $ 409,483 | ||||||||||||||||
Tranche 1 [member] | Common Stock [Member] | January 2022 convertible notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 1,111,111 | ||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 155,412 | ||||||||||||||||
Tranche 2 [member] | Common Stock [Member] | January 2022 convertible notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 1,111,111 | ||||||||||||||||
Class of warrants or rights number of securities covered by warrants or rights | shares | 155,412 | ||||||||||||||||
Series One Convertible Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Long term debt bearing fixed interest rate percentage | 8% | ||||||||||||||||
Debt Instrument, Maturity Date | Jul. 09, 2023 | ||||||||||||||||
Conversion Date | Sep. 23, 2022 | ||||||||||||||||
Series One Convertible Notes [Member] | Preferred Series C 2 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Fair value of derivative upon conversion of convertible debt | $ 1,938,481 | ||||||||||||||||
Amortization of debt discount | $ 0 | ||||||||||||||||
Interest expense on convertible debt | 242,373 | ||||||||||||||||
Conversion Ratio | 2.78 | ||||||||||||||||
Fair value of shares issued upon conversion of convertible debt | $ 15,595,283 | ||||||||||||||||
Series One Convertible Notes [Member] | Principal Conversion [Member] | Preferred Series C 2 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt conversion Amount | $ 6,109,560 | ||||||||||||||||
Number of Share Issued | shares | 2,196,158 | ||||||||||||||||
Series One Convertible Notes [Member] | Conversion of Interest [Member] | Preferred Series C 2 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt conversion Amount | $ 1,829,865 | ||||||||||||||||
Number of Share Issued | shares | 657,768 | ||||||||||||||||
Series Two Convertible Notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt Instrument, Maturity Date | Sep. 24, 2022 | ||||||||||||||||
Interest Rate | 8% | 8% | |||||||||||||||
Conversion Date | Sep. 23, 2022 | ||||||||||||||||
Series Two Convertible Notes [Member] | Preferred Series C 2 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Fair value of derivative upon conversion of convertible debt | $ 1,122,002 | ||||||||||||||||
Amortization of debt discount | 684,890 | ||||||||||||||||
Interest expense on convertible debt | 149,303 | ||||||||||||||||
Fair value of shares issued upon conversion of convertible debt | 5,717,377 | ||||||||||||||||
Series Two Convertible Notes [Member] | Principal Conversion [Member] | Preferred Series C 2 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt conversion Amount | $ 3,965,455 | ||||||||||||||||
Number of Share Issued | shares | 1,425,433 | ||||||||||||||||
Conversion Ratio | 2.78 | ||||||||||||||||
Series Two Convertible Notes [Member] | Conversion of Interest [Member] | Preferred Series C 2 [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt conversion Amount | $ 629,920 | ||||||||||||||||
Number of Share Issued | shares | 226,433 | ||||||||||||||||
Other convertible notes [member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument conversion price per share | $ / shares | $ 2.37 | ||||||||||||||||
Fair value of derivative upon conversion of convertible debt | $ 23,092 | ||||||||||||||||
Amortization of debt discount | $ 706 | ||||||||||||||||
Write off of debt issuance costs | $ 47,872 | ||||||||||||||||
Conversion Date | Sep. 23, 2022 | ||||||||||||||||
Debt conversion Amount | $ 50,000 | ||||||||||||||||
Number of Share Issued | shares | 21,118 | ||||||||||||||||
Convertible Debt | $ 50,000 | ||||||||||||||||
Fair value of shares issued upon conversion of convertible debt | $ 73,092 | ||||||||||||||||
26 Zero Coupon Promisory Notes [Member] | Two thousand and twenty three promissory notes [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Procees from notes | $ 848,500 | ||||||||||||||||
Small Business Administration (SBA) Loan [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Interest Rate | 3.75% | 3.75% | |||||||||||||||
Debt instrument accrued interest | $ 126,010 | $ 126,010 | |||||||||||||||
Interest expense incurred | 56,096 | ||||||||||||||||
Carrying value | 1,461,141 | 1,461,141 | |||||||||||||||
Outstanding loan | $ 2,000,000 | $ 2,000,000 | |||||||||||||||
Small Business Administration (SBA) Loan [Member] | Forecast [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument monthly payment | $ 9,953 | ||||||||||||||||
Debt instrument, term | 30 years | ||||||||||||||||
Small Business Administration (SBA) Loan [Member] | AxBio Acquisition [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Fair value | $ 1,498,000 | ||||||||||||||||
Premium Financing [Member] | |||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||
Debt instrument, face amount | $ 1,011,480 | ||||||||||||||||
Debt instrument monthly payment | $ 117,072 | ||||||||||||||||
Interest Rate | 8.99% | ||||||||||||||||
Interest expense incurred | $ 18,152 | ||||||||||||||||
Outstanding loan | $ 905,774 |
Debt - Schedule of Future Debt
Debt - Schedule of Future Debt Maturities (Detail) | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 | $ 446,127 |
2024 | 6,918,147 |
2025 | 13,168 |
2026 | 45,713 |
2027 | 47,457 |
Thereafter | 1,893,662 |
Total | $ 9,364,274 |
IPO - Additional information (D
IPO - Additional information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Jul. 11, 2023 | Jul. 09, 2023 | Sep. 30, 2023 | Sep. 30, 2023 | |
Exercise price of warrant | $ 10.2 | $ 10.2 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 23,420 | |||
Stock Issued During Period, Value, Stock Options Exercised | $ 15,195 | $ 41,064 | ||
Common Class A [Member] | Sponsor [Member] | ||||
Stock shares issued during the period shares | 15,444,103 | |||
Common Class A [Member] | IPO [Member] | ||||
Stock shares issued during the period shares | 12,586,223 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jan. 30, 2008 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2011 | Jul. 11, 2023 | Dec. 31, 2022 | |
Common stock shares issued | 23,081,642 | 23,081,642 | 19,305,129 | 894,318 | ||||
January 2022 convertible notes [Member] | ||||||||
Repayment of notes receivable from related parties of borrowings | $ 2,649,873 | |||||||
Interest Rate | 25% | 25% | ||||||
Common stock shares issued | 25,000 | 25,000 | ||||||
Additional payment of principal and interest | $ 600,000 | |||||||
January 2022 convertible notes [Member] | Puritan [Member] | ||||||||
Alleged cash amount for repurchase of convertible note warrants | 1,914,123 | |||||||
Total claim amount | 4,050,000 | |||||||
Proceeds from loan | 1,000,000 | |||||||
License Agreement [Member] | Carnegie Mellon University [Member] | ||||||||
Stock shares issued during the period shares | 66,913 | 98,938 | ||||||
Warrants issued value | $ 2,000,000 | |||||||
Percentage of outstanding shares | 8.20% | |||||||
Royalities payable percentage | 2.07% | |||||||
Royalties payable exemption period | 3 years | |||||||
Sublicense fees payment percentage | 25% | |||||||
Payments due period | 60 days | |||||||
Overdue payments interest rate | 4% | |||||||
Reimbursment of expenses | $ 0 | $ 0 | 0 | $ 0 | ||||
Reimbursment of expenses payable | $ 0 | $ 0 | $ 0 | $ 0 |
Profit-Sharing Plan - Additiona
Profit-Sharing Plan - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Defined Benefit Plan [Abstract] | ||
Profit Sharing 401(k) Plans Description | The Company has 401(k) profit-sharing plans covering substantially all employees. The Company’s discretionary profit-sharing contributions are determined annually by the Board. No discretionary profit-sharing contributions were made to the plans during the nine months ended September 30, 2023 and 2022. | |
Profit sharing plans, employer contribution | $ 0 | $ 0 |
Stockholders' Equity (Deficit_2
Stockholders' Equity (Deficit) - Redeemable Convertible Preferred Stock (Detail) | Dec. 31, 2022 USD ($) $ / shares shares |
Series A Redeemable Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Shares Authorized | 2,010,728 |
Shares Issued | 2,010,728 |
Shares Outstanding | 2,010,728 |
Carrying Value | $ | $ 7,714,336 |
Liquidation Preference | $ | $ 7,714,336 |
Issuance Price | $ / shares | $ 2.19 |
Series B Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Shares Authorized | 2,893,515 |
Shares Issued | 2,824,881 |
Shares Outstanding | 2,824,881 |
Carrying Value | $ | $ 7,025,434 |
Liquidation Preference | $ | $ 7,025,434 |
Issuance Price | $ / shares | $ 2.49 |
Series C-1 Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Shares Authorized | 3,436,863 |
Shares Issued | 426,732 |
Shares Outstanding | 426,732 |
Carrying Value | $ | $ 772,028 |
Liquidation Preference | $ | $ 772,028 |
Issuance Price | $ / shares | $ 2.54 |
Series C-2 Convertible Preferred Stock [Member] | |
Temporary Equity [Line Items] | |
Shares Authorized | 6,011,960 |
Shares Issued | 5,857,512 |
Shares Outstanding | 5,857,512 |
Carrying Value | $ | $ 15,904,275 |
Liquidation Preference | $ | $ 15,904,275 |
Issuance Price | $ / shares | $ 2.15 |
Stockholders' Equity (Deficit_3
Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | ||||||||
Aug. 09, 2023 | Jul. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 13, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Jul. 15, 2023 | Jul. 14, 2023 | Jul. 11, 2023 | Jan. 04, 2023 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||||||||||
Common stock par or stated value per share | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.001 | ||||||
Common stock shares issued | 23,081,642 | 23,081,642 | 19,305,129 | 894,318 | ||||||||
Common stock shares authorized | 250,000,000 | 250,000,000 | 240,000,000 | |||||||||
Common stock, shares, outstanding | 23,081,642 | 23,081,642 | 19,236,305 | 894,318 | ||||||||
Percentage of outstanding common stock | 19.90% | |||||||||||
Class of warrant or right, exercise price of warrants or rights | $ 10.2 | $ 10.2 | ||||||||||
Common stock warrants outstanding | 4,638,444 | 4,638,444 | ||||||||||
Warrants, weighted average remaining lease term | 4 years 9 months 7 days | |||||||||||
Warrants outstanding expiry | February and June of 2028 | |||||||||||
Warrants issued | 258,953 | |||||||||||
Share based compensation | $ 223,560 | $ 277,634 | $ 591,102 | $ 449,817 | ||||||||
Unrecognized compensation expense | $ 1,769,600 | $ 1,769,600 | ||||||||||
Estimated weighted average period over which expense is expected to be recognized | 6 years 7 months 6 days | |||||||||||
Legacy Carmell [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Common stock shares issued | 12,053,517 | |||||||||||
Series A Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock par or stated value per share | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||
Preferred stock shares authorized | 4,243 | 4,243 | 0 | |||||||||
Preferred stock shares issued | 4,243 | 4,243 | 0 | |||||||||
Preferred stock shares outstanding | 4,243 | 4,243 | 0 | |||||||||
Temporary equity accrued dividends | $ 3,254,803 | |||||||||||
Temporary equity accretion of dividends during the period | $ 164,510 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, shares issued upon conversion | 5,875,504 | |||||||||||
Series C-1 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Temporary equity accrued dividends | $ 9,470 | |||||||||||
Temporary equity accretion of dividends during the period | 40,551 | |||||||||||
Series C-2 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, shares issued upon conversion | 6,884,585 | |||||||||||
Temporary equity accrued dividends | $ 239,104 | |||||||||||
Temporary equity accretion of dividends during the period | $ 470,962 | |||||||||||
Series A, C-1 and C-2 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Cumulative dividends rate per annum | 7% | |||||||||||
Series A Voting Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Preferred stock par or stated value per share | $ 0.0001 | $ 0.0001 | ||||||||||
Preferred stock shares authorized | 20,000,000 | 20,000,000 | ||||||||||
Series A Voting Convertible Preferred Stock [Member] | Axolotl Acquisition [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock shares issued during the period shares | 4,243 | |||||||||||
2023 Long-Term Incentive Plan [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock shares issued during the period shares | 1,046,408 | |||||||||||
Share-based compensation arrangement by share-based percentage award, award vesting rights, percentage | 25% | |||||||||||
Share based compensation arrangement by share based payment award maximum stock issued description | The maximum number of shares that may be issued under the 2023 Plan is the sum of: (i) 1,046,408, (ii) an annual increase on January 1, 2024 and each anniversary of such date prior to the termination of the 2023 Plan, equal to the lesser of (A) 4% of the outstanding shares of our common stock determined on a fully diluted basis as of the immediately preceding December 31 and (B) such smaller number of shares as determined by our Board or compensation committee, and (iii) the shares of common stock subject to 2009 Plan awards, to the extent those shares are added into this plan by operation of the recycling provisions described below. | |||||||||||
Stock option, vesting period | 4 years | |||||||||||
2023 Long-Term Incentive Plan [Member] | Minimum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Percentage of stock owned by individual | 10% | |||||||||||
Percentage of exercise price per share from fair market value | 110% | |||||||||||
2023 Incentive stock option [member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock shares issued during the period shares | 1,046,408 | |||||||||||
Share based compensation arrangement by share based payment award maximum stock issued description | The maximum number of shares of the Company's common stock that may be issued under the 2023 Plan through incentive stock options is 1,046,408, provided that this limit will automatically increase on January 1 of each year, for a period of not more than ten (10) years, commencing on January 1, 2024 and ending on (and including) January 1, 2032, by an amount equal to the lesser of 1,500,000 shares or the number of shares added to the share pool as of such January 1, as described in clause (ii) of the preceding sentence. | |||||||||||
2023 Incentive stock option [member] | Minimum [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock shares issued during the period shares | 1,500,000 | |||||||||||
Common Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Convertible preferred stock, shares issued upon conversion | 1,000 | 1,000 | ||||||||||
Preferred Stock [Member] | Series A Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Temporary equity accretion of dividends during the period | $ (12,655) | (76,980) | $ (164,510) | (230,942) | ||||||||
Preferred Stock [Member] | Series C-1 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Temporary equity accretion of dividends during the period | (2,912) | (304) | (40,551) | (304) | ||||||||
Preferred Stock [Member] | Series C-2 Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Temporary equity accretion of dividends during the period | $ (33,811) | $ (16,906) | $ (470,962) | $ (16,906) |
Stockholders' Equity (Deficit_4
Stockholders' Equity (Deficit) - Summary of Option Activity (Detail) - USD ($) | 9 Months Ended | |
Dec. 31, 2022 | Sep. 30, 2023 | |
Equity [Abstract] | ||
Number of options, outstanding, beginning balance | 2,235,313 | |
Number of options, granted | 344,631 | |
Number of options, exercised | (23,420) | |
Number of options, expired/cancelled | (1,004,638) | |
Number of options, outstanding, ending balance | 2,235,313 | 1,551,886 |
Number of options, vested/exercisable, ending balance | 1,224,773 | |
Weighted average exercise price, outstanding, beginning balance | $ 2.22 | |
Weighted average exercise price granted | 2.91 | |
Weighted average exercise price, exercised | 1.75 | |
Weighted average exercise price, expired/cancelled | 2.33 | |
Weighted average exercise price, outstanding, ending balance | $ 2.22 | 2.15 |
Weighted average exercise price, vested/exercisable, ending balance | $ 2.05 | |
Options outstanding, weighted average remaining life in years | 8 years 25 days | 7 years 2 months 8 days |
Options vested/exercisable, Weighted average remaining life in years | 6 years 8 months 19 days | |
Aggregate intrinsic value, options outstanding, beginning balance | $ 1,083,492 | |
Aggregate intrinsic value, options outstanding, ending balance | $ 1,083,492 | 2,252,300 |
Aggregate intrinsic value, Options vested/exercisable | $ 1,904,182 |
Stockholders' Equity (Deficit_5
Stockholders' Equity (Deficit) - Schedule of Assumptions used in Black Scholes Option Pricing Model (Detail) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected volatility rate, Minimum | 70% |
Expected volatility rate, Maximum | 82% |
Range of risk-free interest rate, Minimum | 3.55% |
Range of risk-free interest rate, Maximum | 3.75% |
Dividend yield | 0% |
Maximum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term of option | 6 years 1 month 6 days |
Minimum [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Expected term of option | 6 years |
Stock-based Compensation - Addi
Stock-based Compensation - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Jul. 11, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||
Share based compensation | $ 223,560 | $ 277,634 | $ 591,102 | $ 449,817 | |
Common Class B [Member] | Sponsor [Member] | |||||
Disclosure Of Compensation Related Costs Share Based Payments [Line Items] | |||||
Stock issued to Puritan to rescind Acceleration Notice (in Shares) | 3,861,026 |
Other Related Party Transacti_3
Other Related Party Transactions - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Related Party Transaction [Line Items] | |
Payable to related party | $ 11,670 |
Ortho Ex [Member] | |
Related Party Transaction [Line Items] | |
Related party expense | 22,335 |
Ortho Spine [Member] | |
Related Party Transaction [Line Items] | |
Related party expense | $ 3,500 |
Other Related Party Transacti_4
Other Related Party Transactions - Summary of Related Party Transactions (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Series A Preferred Stock and Dividends | ||
Related Party Transaction [Line Items] | ||
Related party transaction | $ 1,589,854 | $ 1,555,748 |
Series B Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction | 990,293 | $ 990,293 |
Preferred Shares | 5,875,504 | |
Series C-1 Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction | 51,879 | $ 50,010 |
Series C 2 Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction | 1,178,641 | $ 1,178,641 |
Preferred Shares | 6,884,585 | |
Series C-2 Cumulative Dividends Earned | ||
Related Party Transaction [Line Items] | ||
Related party transaction | 66,456 | $ 22,378 |
Former Board Member | Series A Preferred Stock and Dividends | ||
Related Party Transaction [Line Items] | ||
Related party transaction | $ 877,054 | $ 877,054 |
Common Shares | 425,165 | |
Preferred Shares | 4,222,223 | |
Former Board Member | Series B Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction | $ 887,049 | $ 887,049 |
Common Shares | 425,766 | |
Preferred Shares | 5,094,537 | |
Former Board Member | Series C 2 Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction | $ 1,049,381 | $ 1,049,381 |
Common Shares | 488,088 | |
Preferred Shares | 6,129,561 | |
Former Board Member | Series C-2 Cumulative Dividends Earned | ||
Related Party Transaction [Line Items] | ||
Related party transaction | $ 59,168 | $ 19,924 |
Cumulative Dividends Earned | Series A Preferred Stock and Dividends | ||
Related Party Transaction [Line Items] | ||
Related party transaction | 712,800 | 678,694 |
Cumulative Dividends Earned | Series C-1 Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction | 1,879 | 10 |
Immediately Family Member 1 | Series B Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction | $ 103,244 | $ 103,244 |
Common Shares | 65,268 | |
Preferred Shares | 780,967 | |
Immediately Family Member 1 | Series C-1 Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction | $ 50,000 | $ 50,000 |
Common Shares | 19,677 | |
Preferred Shares | 234,742 | |
Immediately Family Member 1 | Series C 2 Preferred Stock | ||
Related Party Transaction [Line Items] | ||
Related party transaction | $ 129,260 | $ 129,260 |
Common Shares | 60,120 | |
Preferred Shares | 755,024 | |
Immediately Family Member 1 | Series C-2 Cumulative Dividends Earned | ||
Related Party Transaction [Line Items] | ||
Related party transaction | $ 7,288 | $ 2,454 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Taxes [Line Items] | ||||
Income tax provision or benefit | $ 0 | $ 0 | $ 0 | $ 0 |
AxBio Acquisition [Member] | ||||
Income Taxes [Line Items] | ||||
Deferred tax liability | $ 7,836,876 | $ 7,836,876 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - Subsequent Event - USD ($) | 1 Months Ended | ||
Nov. 08, 2023 | Oct. 25, 2023 | Oct. 31, 2023 | |
Randolph W. Hubbell | |||
Subsequent Event [Line Items] | |||
Lump sum cash payment | $ 450,000 | ||
Cash severance payments, payable | $ 410,000 | ||
Monthly cash severance payments payable period | 12 months | ||
Arbitration Demands | Former Executives and Other Former Employees or Consultants | |||
Subsequent Event [Line Items] | |||
Loss contingency, damages sought value | $ 800,000 | ||
Breach of Obligations | Pending Litigation | |||
Subsequent Event [Line Items] | |||
Litigation filed date | November 8, 2023 | ||
Litigation plaintiff name | Puritan Partners LLC | ||
Convertible Notes and Convertible Note Warrants | Puritan Partners LLC | Breach of Obligations | Pending Litigation | |||
Subsequent Event [Line Items] | |||
Number of freely tradeable shares | 25,000 | ||
Loss contingency, damages sought value | $ 2,725,484 |