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
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Date of Report (Date of earliest event reported): December 23, 2024 |
Carmell Corporation
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-40228 | 86-1645738 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
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2403 Sidney Street, Suite 300 | |
Pittsburgh, Pennsylvania | | 15203 |
(Address of Principal Executive Offices) | | (Zip Code) |
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Registrant’s Telephone Number, Including Area Code: 412 894-8248 |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Symbol(s) | |
Name of each exchange on which registered
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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 1.01 Entry into a Material Definitive Agreement.
On December 23, 2024, Carmell Corporation, a Delaware corporation (the “Company”), entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors named therein (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers, at the Closing (as defined below), (i) an aggregate of 8,065,210 shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), at an offering price of $0.23 per share, and (ii) warrants to purchase up to an aggregate of 8,065,210 shares of Common Stock at an exercise price of $0.23 per share (the “Common Stock Warrants”) in a private placement (the “Private Placement”). The closing of the Private Placement (the “Closing”) is expected to occur on or about January 2, 2025. The Common Stock Warrants will be exercisable on the first trading day immediately following the Stockholder Approval (as defined below) and have a term of five years from the issuance thereof.
The gross proceeds for the Private Placement are expected to be approximately $1.85 million, before deducting fees to be paid to the placement agent for the Company and other offering expenses payable by the Company. The Common Stock Warrants, if exercised for cash following the Stockholder Approval, will result in up to $1.85 million additional gross proceeds to the Company. The Company expects to use the proceeds from the Private Placement for the build-out of its commercial team and other general corporate purposes.
Under the Purchase Agreement, the Company has agreed to hold a special or annual meeting of its stockholders within 90 days of the execution of the Purchase Agreement for the purpose of obtaining the approval of the Company’s stockholders with respect to the issuance of shares of Common Stock upon exercise of the Common Stock Warrants (the “Common Stock Warrant Shares”) pursuant to the applicable rules of the Nasdaq Stock Market LLC (the “Stockholder Approval”) and, if the Stockholder Approval is not obtained at this first meeting, to call a meeting every 90 days thereafter until the earlier of the date on which Stockholder Approval is obtained or the Common Stock Warrants are no longer outstanding.
In connection with the Private Placement, the Company’s officers and directors agreed not to sell or otherwise dispose of any of the shares of Common Stock or securities convertible into or exchangeable or exercisable for any shares of Common Stock held by them for a period ending 90 days following the Closing, subject to certain exceptions.
Upon the Closing, the Company will enter into a registration rights agreement (the “Registration Rights Agreement”) with the Purchasers, pursuant to which the Company will agree to, among other things, file within 30 days of the Closing a resale registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission (the “SEC”) covering all shares of Common Stock sold to the Purchasers in the Private Placement and any Common Stock Warrant Shares issuable following the Stockholder Approval, and to use its commercially reasonable efforts to cause the Resale Registration Statement to become effective within the timeframes specified in the Registration Rights Agreement.
The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company and the Purchasers, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.
The Private Placement is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Purchasers represented that they were accredited investors within the meaning of Rule 501(a) of Regulation D and were acquiring the securities for investment only and with no present intention of distributing any of such securities or any arrangement or understanding regarding the distribution thereof. The shares of Common Stock, Common Stock Warrants, and Common Stock Warrant Shares were offered in the Private Placement without any general solicitation by the Company or its representatives. The shares of Common Stock and Common Stock Warrants (including the Common Stock Warrant Shares) that will be sold and issued in the Private Placement are not registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. Neither this Current Report on Form 8-K, nor the exhibits attached hereto, is an offer to sell or the solicitation of an offer to buy the securities described herein or therein.
Brookline Capital Markets, a division of Arcadia Securities, LLC (“Brookline”), acted as the sole placement agent for the Private Placement. Pursuant to the engagement letter, dated October 23, 2024, between the Company and Brookline, the Company will issue to Brookline or its designees, at the Closing, a warrant (the “Placement Agent Warrant”) to purchase up to 556,195 shares of Common Stock at an exercise price equal to $0.23 per share. The Placement Agent Warrant will be exercisable on the six-month anniversary of its issuance and will have a term of five years from the issuance date. The Placement Agent Warrant will be issued without registration under the Securities Act in reliance on the exemption for transactions by an issuer not involving any public offering under
Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws.
The foregoing descriptions of the Common Stock Warrants, the Placement Agent Warrant, the Purchase Agreement and the Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the complete text of the forms of the Common Stock Warrant, the Placement Agent Warrant, the Purchase Agreement and the Registration Rights Agreement, which are filed as Exhibit 4.1, Exhibit 4,2, Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
Item 8.01 Other Events.
On December 24, 2024, the Company issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Forward-Looking Statements
This Current Report 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 the Company believes that it has a reasonable basis for each forward-looking statement contained in this Current Report, the Company cautions you that these statements are based on a combination of facts and factors currently known by it and its projections of the future, about which the Company cannot be certain. Forward-looking statements in this Current Report include, but are not limited to, statements regarding our expectations regarding the closing of the Private Placement, the proceeds from the exercise of the Common Stock Warrants, the anticipated use of proceeds from the Private Placement, the special or annual meeting of stockholders to be held by the Company to obtain the Stockholder Approval, and the anticipated filing of the Resale Registration Statement. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties, including those described under the header “Risk Factors” in the Annual Report on Form 10-K filed by the Company with the SEC on April 1, 2024, and in the Company’s other reports filed with the SEC. Most of these factors are outside of the Company’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 the Company or any other person that the Company will achieve its objectives and plans in any specified time frame or at all. Except as required by law, the Company undertakes 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 the Company’s views as of any date subsequent to the date of this Current Report.
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: | December 31, 2024 | By: | /s/ Bryan J. Cassaday |
| | | Bryan J. Cassaday
Chief Financial Office |
