Filed Pursuant to Rule 424(b)(3)
Registration No. 333-279329
Prospectus Supplement No. 2
(to prospectus dated June 5, 2024)
1,331,452 Shares of Common Stock
This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-279329). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 29, 2024 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus, and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
Our common stock is listed on The Nasdaq Capital Market under the symbol “CTCX.” On July 26, 2024, the last reported sale price of our common stock was $1.00 per share.
We are a “smaller reporting company” and have elected to comply with certain reduced public company reporting requirements. In addition, we are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.
Investing in our securities involves a high degree of risk. Before making an investment decision, please read the information under “Risk Factors” beginning on page 7 of Prospectus and elsewhere in any supplements for a discussion of information that should be considered in connection with an investment in our securities.
Neither the SEC or any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is July 29, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 2024 |
Carmell Corporation
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-40228 | 86-1645738 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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2403 Sidney Street, Suite 300 |
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Pittsburgh, Pennsylvania |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 281 297-8276 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, par value $0.0001 per share |
| CTCX |
| The Nasdaq Stock Market LLC |
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
| CTCXW |
| The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Rajiv S. Shukla as Chief Executive Officer
Effective as of July 29, 2024, Rajiv S. Shukla resigned from his position as Chief Executive Officer of Carmell Corporation (the “Company”) in connection with the appointment of Kendra Bracken-Ferguson as Chief Executive Officer of the Company, as described below. Following his resignation, Mr. Shukla will continue to serve as an officer of the Company in the office of Executive Chairman of the Company’s Board of Directors (the “Board”).
Appointment of Kendra Bracken-Ferguson as Chief Executive Officer
The Board appointed Kendra Bracken-Ferguson as Chief Executive Officer of the Company effective as of July 30, 2024.
Ms. Bracken-Ferguson, age 44, is the Founder and CEO of BrainTrust, which encompasses BrainTrust Agency, BrainTrust Founders Studio and BrainTrust Fund 1. She has vast experience in the digital media space and has excelled at developing revenue-generating partnerships in the beauty and wellness industries. Ms. Bracken-Ferguson has served as Chief Executive Officer of BrainTrust Founders Studio since October 2021 and as the Chief Executive Officer of BrainTrust Fund since 2022. She was previously the interim Chief Executive Officer of rē•spin by Halle Berry from April 2020 until October 2021. From May 2019 to April 2020, she was the Chief Business Officer of Beautycon Media. Ms. Bracken-Ferguson has helped develop more than 200 influencer-driven brands that have collectively generated more than $100 million in revenue. She currently serves on the growth advisory board of Iced Media, and previously served on the board of directors of Cayton Children’s Museum, the board of directors of Influencer Marketing Association and the advisory board of BeautyUnited. Ms. Bracken-Ferguson earned her bachelor’s degree from Purdue University and an MBA from Keller School of Management, Devry University.
In connection with her appointment as Chief Executive Officer, Ms. Bracken-Ferguson and the Company entered into an executive employment agreement, dated July 23, 2024 (the “Bracken-Ferguson Employment Agreement”). Pursuant to the Bracken-Ferguson Employment Agreement, Ms. Bracken-Ferguson will receive an initial annual base salary of $300,000. In addition, Ms. Bracken-Ferguson will be eligible for an annual performance-based cash bonus, with a target amount equal to 50% of her base salary based on the satisfactory achievement of corporate and/or personal objectives established by the Compensation Committee of the Board (prorated for the 2024 calendar year). Pursuant to the Bracken-Ferguson Employment Agreement, Ms. Bracken-Ferguson may receive equity awards as determined by the Compensation Committee of the Board in its discretion and will receive an initial grant of stock options with a grant date fair value of $700,000, under the Carmell Corporation 2023 Long-Term Incentive Plan. Ms. Bracken-Ferguson is further eligible to participate in Company benefits plans generally available to similarly situated Company employees and will be reimbursed for all reasonable business expenses related to the performance of her duties and responsibilities to the Company.
If Ms. Bracken-Ferguson is terminated by the Company without “cause” or upon Ms. Bracken-Ferguson’s resignation for “good reason” (each as defined in the Bracken-Ferguson Employment Agreement), the Company will pay to her (i) a pro rata bonus for the year of termination, (i) 12 months base salary, and (iii) 12 months of COBRA coverage. If such termination occurs within 3 months preceding or 15 months following a “change in control” (as defined in the Bracken-Ferguson Employment Agreement), (1) the Company will pay to Ms. Bracken-Ferguson (i) a pro rata bonus for the year of termination, (iii) 18 months base salary, (iv) 18 months of COBRA coverage, and (2) all outstanding time-based equity awards will accelerate and vest upon the later of such termination or change in control.
If Ms. Bracken-Ferguson is terminated by the Company due to death or “disability” (as defined in the Bracken-Ferguson Employment Agreement), the Company will pay to her a pro rata bonus for the year of termination.
The foregoing severance payments and benefits are subject to Ms. Bracken-Ferguson executing and not revoking a general release of claims against the Company and its affiliates.
The foregoing description of the terms of the Bracken-Ferguson Employment Agreement does not purport to be complete and is qualified in its entirety by reference to full text of the Bracken-Ferguson Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
In connection with her appointment as Chief Executive Officer, Ms. Bracken-Ferguson also executed the Company’s standard form of indemnity agreement and restrictive covenants agreement for officers.
There were no arrangements or understandings between Ms. Bracken-Ferguson and any person pursuant to which she was selected as Chief Executive Officer. The Company is not aware of any transaction in which Ms. Bracken-Ferguson has an interest requiring disclosure under Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.
Item 8.01 Other Events.
A copy of the press release containing the announcement of Ms. Bracken-Ferguson’s appointment as Chief Executive Officer is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description |
10.1 | Employment Agreement, dated July 23, 2024, by and between Carmell Corporation and Kendra Bracken-Ferguson. |
99.1 | Press Release, dated July 29, 2024. |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: | July 29, 2024 | By: | /s/ Bryan J. Cassaday |
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| Bryan J. Cassaday |
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”), dated July 23, 2024 is made and entered into by and between CARMELL CORPORATION, a Delaware corporation (the “Company”),and Kendra Bracken-Ferguson (the “Executive”), and will be deemed effective as of July 30, 2024 (the “Effective Date”), each of the Company and Executive a “party” and together, the “parties.”
Introduction
WHEREAS, Executive is currently not employed by the Company; and
WHEREAS, the parties desire to enter into this Agreement, effective as of the Effective Date.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
(j) “Severance Period” means twelve (12) months. Notwithstanding the foregoing, with respect to a cessation of employment due to a termination by the Company without Cause or resignation by the Executive for Good Reason that occurs (in either case) during the Protected Period, “Severance Period” shall mean eighteen (18) months.
This Agreement has been executed and delivered on the date first above written.
Carmell Corporation
By: /s/ Rajiv Shukla
Name: Rajiv Shukla
Title: Executive Chairman
The Executive
By: /s/ Kendra Bracken-Ferguson
Name: Kendra Bracken-Ferguson
Exhibit A
Exhibit B
RESTRICTIVE COVENANTS AGREEMENT
This Restrictive Covenants Agreement (the “Agreement”) is entered into by and between Carmell Corporation (the “Company”), and Kendra Bracken-Ferguson (the “Employee”). This Agreement is entered into in consideration of the Employee’s employment or continued employment by the Company, the Company’s grant of access to, and the Employee’s access to, Confidential Information belonging to the Company, as defined below, and for other good and valuable consideration.
Notwithstanding the foregoing, nothing in this Section 2 shall prevent Employee from working with any party who Employee had previous working relationship prior to the date of this Agreement.
This Agreement has been executed and delivered on July 23, 2024 to be effective as of July 30, 2024.
Carmell Corporation
By: /s/ Rajiv Shukla
Name: Rajiv Shukla
Title: Executive Chairman
The Executive
By: /s/ Kendra Bracken-Ferguson
[Signature Page to Restrictive Covenants Agreement]
SCHEDULE A
LIST OF PRIOR DEVELOPMENTS
AND ORIGINAL WORKS OF AUTHORSHIP
EXCLUDED FROM SECTION 6
Title | Date | Identifying Number or Brief Description |
BrainTrust Founders Studio | ||
BrainTrust Fund I | ||
KBF Ventures | ||
The Beauty of Success Book | ||
Business of the Beat Podcast |
_____ No Developments or Improvements
_____ Additional Sheets Attached
Signature of Employee: /s/ Kendra Bracken-Ferguson
Print Name of Employee: Kendra Bracken-Ferguson
Date: July 23, 2024
Exhibit 99.1
CARMELL CORPORATION APPOINTS NEW CEO
FOLLOWING ADDITION TO THE RUSSELL MICROCAP INDEX
Beauty Pioneer, Kendra Bracken-Ferguson Appointed CEO of Carmell Corporation
To Champion a Technological Revolution in Regenerative Skincare and Haircare
and Build Beauty and Wellness Platform
PITTSBURGH – July 29, 2024 – Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Company” or “Carmell”), today announced the appointment of Ms. Kendra Bracken-Ferguson as Chief Executive Officer effective July 30, 2024 with Mr. Rajiv Shukla continuing to serve as Executive Chairman of the Company.
Kendra’s appointment comes at a pivotal moment of growth for the Company. Since its business combination in July 2023, the Company has completed a pivot towards skincare, recruited a top-tier Scientific Advisory Board, developed and tested 12 skincare products aimed at retail and medspa use, scaled up in-house manufacturing and packaging, built an D2C customer channel integrated with a finance enterprise resource planning and logistics backbone, lowered cash burn by more than 50%, raised $3 million from external investors and commenced commercial sales. The Company was also added to the Russell Microcap Index in June 2024.
Under Kendra's leadership, Carmell aims to accelerate the growth of its flagship brand, Carmell SecretomeTMand expand its portfolio of beauty and wellness brands through strategic investments and acquisitions. Kendra has over 20 years of experience in the beauty and wellness industry. Kendra began her career with the Indiana Pacers followed by a trajectory to senior leadership as Vice President of Digital Marketing at Fleishman-Hillard and the first Director of Digital Media at Polo Ralph Lauren before co-founding Digital Brand Architects (“DBA”), her own influencer talent agency in 2010. At the time of its acquisition by United Talent Agency in 2019, DBA had grown to represent more than 140 top social media influencers with a following of more than 200 million. She also founded the BrainTrust Agency that was acquired by CAA-GBG, one of the leading brand management agencies in the world, in 2017. She served as Chief Digital Officer of CAA-CBG following the acquisition. She also founded BrainTrust Founders Studio, the largest membership-based platform with over 200 founders of beauty and wellness companies. She was co-founder and a General Partner at BrainTrust Fund I, a beauty and wellness venture fund.
Kendra has partnered with some of the most recognizable companies from Carol’s Daughter and Dark & Lovely owned by L’Oreal USA, Victoria’s Secret, Flawless by Gabrielle Union, Glossier, Cantu Beauty owned by PDC Wellness & Personal Care, Revelations Entertainment by Lori McCreary and Morgan Freeman, JPMorgan Chase, and more. She sits on Amazon’s Black Business Accelerator (BBA) Advisory Council, Blushington and G&B Advisory Boards. She is a member of DealMakeHers and Cosmetic Executive Women. She has served as a co-chair of the BeautyUnited Advisory Board, Growth Advisory Board of Iced Media, Forbes Agency Council, Influencer Marketing Association Board of Directors, NYU Stern Fashion Luxury Council, New York Women in Communications Board Member, and Purdue University Brian Lamb School Advisory Board. Her book, The Beauty of Success: Start, Grow and Accelerate Your Brand debuted at #1 on Amazon’s New Release List for Business Entrepreneurship. Kendra will continue to support and mentor the network of beauty and wellness founders in the BrainTrust Founders Studio.
Rajiv Shukla, Executive Chairman said, “On the 1-year anniversary of Carmell’s Nasdaq debut, I am excited to announce that Kendra is joining us as CEO. Besides her proven expertise in commercial strategy and brand building, she has extensive experience in investing and growing beauty businesses. I look forward to her leadership in building Carmell into a leading platform for innovative brands in the beauty and wellness space.”
Said Kendra Bracken-Ferguson, “The future of our Industry is driven by technology and product innovation, brand building and customer connected relationships. I am honored to join Carmell Corporation as CEO to build commercial muscle to drive our portfolio of revolutionary businesses starting with Carmell SecretomeTM. Additionally, there is an exciting opportunity to accelerate innovative indie beauty brands with a strategy of strategic acquisitions and investments.”
About Carmell
Carmell is a bio-aesthetics company that utilizes the Carmell Secretome™ to support skin and hair health. The Carmell Secretome™ consists of a potent cocktail of proteins, peptides and bio-lipids extracted from allogeneic human platelets sourced from U.S. Food and Drug Administration-approved tissue banks. Over the past 7 years, the Company has extensively tested the technology underpinning the Carmell Secretome™. Additionally, the Company has developed a novel microemulsion formulation that enables delivery of lipophilic and hydrophilic ingredients without relying on the Foul Fourteen™, 14 potentially harmful excipients that are commonly used by other companies to impart texture, stability, and other desirable physicochemical attributes to cosmetic products. The Company is also developing a line of men’s products and a line of topical haircare products. All products are tailored to meet the demanding technical requirements of professional care providers and discerning retail consumers. For more information, visit www.carmellcosmetics.com.
Forward-Looking Statements
This press release contains forward-looking statements that are based on beliefs, assumptions and information currently available. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing” or the negative of these terms or other comparable terminology. However, not all forward-looking statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this press release include, but are not limited to, statements regarding the launch and commercialization of our products, our expected cash runway, our potential acquisition and investment activity, the anticipated benefits of future acquisitions and investments, our projected future results and market opportunities, our expected growth and ability to achieve profitability, the expansion of our product portfolio and the execution of our business strategy. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to differ materially from expected results, including, those described under the header “Risk Factors” in the Annual Report on Form 10-K filed by Carmell with the SEC on April 1, 2024, as amended by the Annual Report on Form 10-K/A filed with the SEC on April 29, 2024, and in our other reports filed with the SEC. Most of these factors are outside of Carmell’s control and are difficult to predict. Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame or at all. Except as required by law, we undertake no obligation to publicly update any forward-looking statement contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.
Contact:
Bryan Cassaday, CFO
bc@carmellcorp.com