Explanatory Note
This Amendment No. 1 on Form 8-K (“Amendment No. 1”) amends Item 9.01 of the Current Report on Form 8-K filed by Carmell Corporation (the “Company”) on July 20, 2023 (the “Original Report”) in which the Company reported, among other events, the consummation of the Business Combination (as defined in the Original Report). As of the date of the Original Report, the Company’s name was Carmell Therapeutics Corporation.
This Amendment No. 1 hereby amends the subsections of Item 2.01 identified below and Item 9.01 in the Original Report to include (i) the unaudited financial statements of Legacy Carmell (as defined in the Original Report) as of and for the six months ended June 30, 2023 and 2022, (ii) the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Carmell for the six months ended June 30, 2023 and (iii) the unaudited pro forma condensed combined financial information as of and for the six months ended June 30, 2023. This Amendment No. 1 also hereby amends the subsections of Item 5.02 identified below to update certain of the information therein.
The text of the Original Report is hereby incorporated by reference. This Amendment No. 1 solely amends the subsections of Item 2.01 and 5.02 identified below, and Item 2.01 and 5.02 of the Original Report otherwise remains unchanged, and Item 9.01 of the Original Report. This Amendment No. 1 does not amend any other item of the Original Report or purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed to them in the Original Report.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
Financial Information
Selected Historical Financial Information
Reference is made to the disclosure in Item 9.01 of this Current Report, which is incorporated herein by reference.
Unaudited Financial Statements
Reference is made to the disclosure in Item 9.01 of this Current Report, which is incorporated herein by reference.
Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial information of Carmell as of and for the six months ended June 30, 2023 and for the year ended December 31, 2022 is set forth in Exhibit 99.3 hereto and is incorporated herein by reference. The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the historical financial statements and related notes of Legacy Carmell and ALPA for the applicable periods included elsewhere in this Current Report, and in ALPA’s Amended Annual Report on Form 10-K, filed with the SEC on May 16, 2023 (the “ALPA 10-K/A”). The unaudited pro forma condensed combined financial information should also be read in conjunction with the section of this Current Report entitled “Management’s Discussion and Analysis of Financial Conditions and Results of Operations” and the section of the ALPA 10-K/A entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Management’s discussion and analysis of the financial condition and results of operation of Legacy Carmell for the years ended December 31, 2022 and 2021 is included in the Proxy Statement/prospectus in the section entitled “Information about Carmell — Management’s Discussion and Analysis of Financial Condition and Results of Operations of Carmell Therapeutics Corporation”, beginning on page 220 of the Proxy Statement/prospectus, which is incorporated herein by reference. Management’s discussion and analysis of the financial condition and results of operation of Legacy Carmell for the six months ended June 30, 2023 and 2022 is set forth on Exhibit 99.2 hereto and are incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The Company wishes to amend and restate the information included under the subheading “Executive Officers” in the Original Report as described below.
Executive Officers
Upon consummation of the Business Combination, the following individuals were appointed to serve as executive officers of Carmell:
| | | | | | |
Name | | Age | | | Position(s) |
Rajiv Shukla | | | 48 | | | Executive Chairman |
Randolph W. Hubbell | | | 60 | | | Chief Executive Officer, President and Director |
Bryan Cassaday | | | 55 | | | Interim Chief Financial Officer |
James Hart, M.D. | | | 71 | | | Chief Medical Officer |
Donna Godward | | | 68 | | | Chief Quality Officer |
Janet Vargo, Ph.D. | | | 65 | | | Vice President Clinical Services |
Bryan Cassaday has been the Interim Chief Financial Officer of Carmell since June 2023. Mr. Cassaday has over 30 years of experience serving in strategic financial leadership positions across multiple industries ranging in size from mid-size private-equity portfolio companies to large, publicly traded corporations. Prior to Carmell Corporation, Mr. Cassaday was the Controller for Nevakar, Inc., a commercial-stage biopharmaceutical with an extensive portfolio of products in the ophthalmic and critical care injectables areas. In this role, Mr. Cassaday managed the accounting, finance, financial reporting, and planning functions. Prior to Nevakar, Mr. Cassaday was the Chief Financial Officer of Atalian Global Services from 2019 to 2020, Controller and Acting Chief Financial Officer of EMCOR Facilities Services from 2015 to 2019, and Controller of SeeChange Health from 2013 to 2015. From 1993 to 2013, Mr. Cassaday held accounting and finance leadership roles at Nationwide Financial, Prevail InfoWorks, Delaware Investments, and Delphi Financial Group. Mr. Cassaday began his career in Ernst & Young’s assurance group, where he was a senior auditor from 1990 to 1993.
Mr. Cassaday received his B.S. in Accounting from Drexel University and is a Certified Public Accountant and Chartered Global Management Accountant.
Reference is made to the section of the Proxy Statement/prospectus entitled “Management of the Combined Company,” beginning on page 260 of the Proxy Statement/prospectus, which is incorporated herein by reference.
