Carmell Therapeutics (CTCX) S-1 10 May 24 IPO registration Financial data

Cover Page

Cover Page	12 Months Ended
	Dec. 31, 2023
Document Information [Line Items]
Document Type	S-1
Amendment Flag	false
Entity Registrant Name	CARMELL CORPORATION
Entity Central Index Key	0001842939
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	412
Local Phone Number	894-8248
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, State or Province	PA
Entity Tax Identification Number	86-1645738
Entity Primary SIC Number	0228
Business Contact [Member]
Document Information [Line Items]
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	412
Local Phone Number	894-8248
Entity Address, State or Province	PA
Contact Personnel Name	Rajiv Shukla

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash	$ 2,912,461	$ 128,149
Prepaid expenses	761,271	55,069
Forward purchase agreement	5,700,451	0
Assets available for sale	53,321,372	0
Income taxes receivable	204,559	0
Deferred offering costs	0	394,147
Other current assets	0	28,175
Total current assets	62,900,114	605,540
Property and equipment, net of accumulated depreciation of $622,714 and $530,116, respectively	192,846	254,974
Operating lease right of use asset	831,656	859,331
Intangible assets, net of accumulated amortization of $46,560 and $42,044, respectively	24,187	28,702
Total assets	63,948,803	1,748,547
Current liabilities:
Accounts payable	4,417,234	2,138,732
Accrued interest	1,175,845	477,720
Accrued expenses and other liabilities	1,595,434	944,573
Loans payable	1,288,598	0
Operating lease liability	150,136	129,502
Liabilities available for sale	29,874,831	0
Convertible notes payable	0	2,777,778
Derivative liabilities	0	826,980
Total current liabilities	38,502,078	7,295,285
Long-term liabilities:
Operating lease liability, net of current portion	697,715	827,728
Total liabilities	39,199,793	8,123,013
Commitments and contingencies (see Note 10)
Stockholders' Equity (Deficit):
Series A convertible voting preferred stock, $0.001 par value; 4,243 and -0- shares authorized, issued and outstanding at December 31, 2023, and December 31, 2022, respectively	1
Common stock, $0.0001 and $.001 par value, 250,000,000 and 240,000,000 shares authorized, and 23,090,585 and 896,580 shares issued and outstanding at December 31, 2023 and December 31, 2022, respectively	2,309	897
Additional paid-in capital	83,250,101	4,590,855
Accumulated deficit	(58,503,401)	(42,382,291)
Total stockholders' equity (deficit)	24,749,010	(37,790,539)
Total liabilities, mezzanine equity and stockholders' equity (deficit)	63,948,803	1,748,547
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

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accumulated depreciation on property plant and equipment	$ 622,714	$ 530,116
Finite lived intangible asset accumulated depreciation	$ 46,560	$ 42,044
Common stock par or stated value per share	$ 0.0001	$ 0.001
Common stock shares authorized	250,000,000	240,000,000
Common stock shares issued	23,090,585	896,580
Common stock shares outstanding	23,090,585	896,580
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

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating expenses:
Research and development	$ 2,497,218	$ 2,196,063
General and administrative	2,622,945	3,217,280
Depreciation and amortization of intangible assets	97,113	94,298
Restructuring charges	726,280	0
Total operating expenses	5,943,556	5,507,641
Loss from operations	(5,943,556)	(5,507,641)
Other income (expense):
Other income	68,772	10,922
Amortization of debt discount	(35,513)	(2,044,241)
Loss on forward purchase agreement	(10,268,130)	0
Change in fair value of derivative liabilities	826,980	1,259,287
Loss on debt extinguishment	0	(1,064,692)
Total other income (expense)	(10,261,696)	(3,543,693)
Loss from continuing operations before provision for income taxes	(16,205,252)	(9,051,334)
Provision for income taxes	0	0
Loss from continuing operations	(16,205,252)	(9,051,334)
Income from discontinued operations attributable to common shareholders	760,165	0
Net loss	(15,445,087)	(9,051,334)
Dividends on Series A, Series C-1, and C-2 preferred stock	(676,023)	(556,501)
Net loss attributable to common stockholders	$ (16,121,110)	$ (9,607,835)
Basic
Net loss from continuing operations - basic	$ (1.53)	$ (5.47)
Discontinued operations, net of tax - basic	0.07	0
Net loss per common share - basic	(1.46)	(5.47)
Diluted
Net loss from continuing operations - diluted	(1.53)	(5.47)
Discontinued operations, net of tax - diluted	0.07	0
Net loss per common share - diluted	$ (1.46)	$ (5.47)
Weighted average of shares outstanding , Basic	11,021,167	1,756,817
Weighted average of shares outstanding , Diluted	11,021,167	1,756,817
Related Party [Member]
Other income (expense):
Interest expense	$ 0	$ (52,471)
Nonrelated Party [Member]
Other income (expense):
Interest expense	$ (853,805)	$ (1,652,498)

Consolidated Statements of Stoc

Consolidated 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)						$ 2,275		$ 3,195,135			$ (32,774,456)
Beginning Balance (in Shares) at Dec. 31, 2021							2,274,373
Temporary equity accretion of dividends during the period				$ (307,927)	$ (9,470)	$ (239,104)							$ (307,927)	$ (9,470)	$ (239,104)
Issuance of common stock for service	26,477						$ 12		26,465
Issuance of common stock for service (in Shares)							12,534
Exercise of common stock options	1,271						$ 1		1,270
Exercise of common stock options (in Shares)							558
Exercise of common stock purchase warrants	37,426						$ 21		37,405
Exercise of common stock purchase warrants (in Shares)							20,940
Warrants issued in connection with notes/preferred stock		$ 409,483	$ 312,088							$ 409,483	$ 312,088
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	609,891								609,891
Net loss	(9,051,334)											(9,051,334)
Ending Balance at Dec. 31, 2022	(37,790,539)						$ 897		4,590,855			(42,382,291)
Ending Balance (in Shares) at Dec. 31, 2022							896,580
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	$ 41,073						$ 21		41,052
Exercise of common stock options (in Shares)	21,158						21,158
Warrants issued in connection with notes/preferred stock		$ 55,062								55,062
Change in par value of common stock							$ (827)			$ 827
Business Combination with Alpha, net of transaction costs	$ 55,994,052						$ 1,830		55,992,222
Business Combination with Alpha, net of transaction costs (in Shares)							18,302,510
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
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	667,682								667,682
Net loss	(15,445,087)											(15,445,087)
Ending Balance at Dec. 31, 2023	$ 24,749,010			$ 1			$ 2,309		$ 83,250,101			$ (58,503,401)
Ending Balance (in Shares) at Dec. 31, 2023				4,243			23,090,585

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash Flows from Operating Activities:
Net loss from continuing operations attributable to common stockholders	$ (16,205,252)	$ (9,051,334)
Discontinued operations, net of tax	760,165	0
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation	667,682	636,368
Depreciation and amortization of intangible assets	97,113	94,298
Amortization of right of use assets	27,675	148,258
Amortization of debt discount	35,513	2,044,241
Change in fair value of forward purchase agreement	10,268,130	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 operating assets and liabilities:
Prepaid expenses	(659,927)	(55,069)
Assets available for sale	18,938,353	0
Income taxes receivable	(204,559)
Other current assets	28,175	(28,175)
Accounts payable	(449,873)	1,059,946
Accrued expenses and other liabilities	570,221	429,790
Lease liability	(257,720)	(124,840)
Accrued interest - related and third-party	(109,379)	1,056,849
Liabilities available for sales	(20,732,104)
Income tax payable	(545,441)	0
Net cash used in operating activities	(8,348,208)	(3,428,707)
Cash flows from investing activities:
Purchases of property and equipment	(30,470)	(7,164)
Net cash used in investing activities	(30,470)	(7,164)
Cash Flows from Financing Activities:
Gross proceeds from Business Combination	30,951,174	0
Transaction costs paid in connection with the Business Combination	(951,898)	0
Cash transferred in connection with Forward Purchase Agreement	(17,535,632)	0
Proceeds from common stock option exercises	41,073	1,271
Proceeds from issuance of loans and related warrants	1,859,980	0
Payment of loans	(551,833)	0
Payment of convertible notes	(2,649,874)	0
Proceeds from convertible notes	0	2,745,974
Issuance of Series C-1 preferred stock	0	1,064,317
Repurchase of common stock	0	(2,294)
Payment of debt financing fee	0	(382,222)
Payment of offering costs	0	(20,332)
Proceeds from warrant exercise	0	144,944
Net cash provided by financing activities	11,162,990	3,551,658
Net increase in cash	2,784,312	115,787
Cash - beginning of the period	128,149	12,362
Cash - end of the period	2,912,461	128,149
Supplemental cash flow information:
Interest paid	283,526	92,593
Income tax paid	750,000	0
Non-cash financing activity:
Net assets acquired in AxoBio Acquisition	43,135,082	0
Earnout liability and deferred consideration payable in connection with AxoBio Acquisition	21,482,292	0
Issuance of Series A preferred stock and common stock in connection with AxoBio Acquisition	21,652,790	0
Accrued Series A preferred stock dividends	164,510	307,926
Accrued Series C-1 preferred stock dividends	40,551	9,470
Accrued Series C-2 preferred stock dividends	470,962	239,104
Debt discount recorded in connection with loans payable	55,062	0
Conversion of common stock and preferred stock in connection with the Business Combination	32,092,096	0
Conversion of convertible notes and accrued notes to Series C-2 preferred stock	0	15,665,171
Warrants issued in connection with convertible notes	0	409,483
Warrants issued in connection with Series C-1 preferred stock	0	312,088
Initial recognition of derivative liabilities	$ 0	$ 1,321,860

Nature of the Organization and

Nature of the Organization and Business	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the Organization and Business	NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Unless the context requires otherwise, references to “Carmell,” or the “Company”) prior to the closing of the Business Combination (as defined below), are intended to refer to Carmell Therapeutics Corporation, a Delaware corporation, (“Legacy Carmell”), and, after the closing of the Business Combination, are intended to refer to Carmell Corporation, a Delaware corporation, and its consolidated subsidiaries. Carmell Corporation is a bio-aesthetics Business Combination On July 14, 2023 (the “Closing Date”), the Company consummated a 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 Healthcare Acquisition Corp. III, a Delaware corporation and the predecessor of Carmell (“Alpha”), Candy Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Legacy Carmell, pursuant to which Merger Sub merged with and into Legacy Carmell, with Legacy Carmell as the surviving company of the Business Combination. After giving effect to the Business Combination, Legacy Carmell became a wholly-owned subsidiary of the Company. Pursuant to the Business Combination Agreement, on the Closing Date, Alpha changed its name to “Carmell Therapeutics Corporation” and Legacy Carmell changed its name to “Carmell Regen Med Corporation.” On August 1, 2023, the Company filed an amendment to its Third Amended and Restated 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 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, par value $0.0001 per share (“Class A Common Stock”) and each share of Alpha Class B common stock, par value $0.0001 per share (“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 Alpha’s stockholders to approve the Business Combination (the “Special Meeting”), there were (i) 15,444,103 shares of Class A Common Stock issued and outstanding and (ii) 3,861,026 shares of Class B Common Stock issued and outstanding and held by AHAC Sponsor III LLC, Alpha’s sponsor (the “Sponsor”). In addition, on the closing date of Alpha’s initial public offering (the “IPO”), Alpha had issued 455,000 warrants to purchase Class A Common Stock to the Sponsor in a private placement. 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 Class A 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 such 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 redemption price of approximately $29,374,372. The per share redemption price was paid out of Alpha’s trust account, which, after taking into account the redemptions, but before any transaction expense, had a balance of $29,376,282 at the Closing Date . 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”) providing for an over-the-counter In accordance with the terms of the Forward Purchase Agreement, at the Closing Date, the Company paid to the Sellers an aggregate cash amount of $17,535,632, which was equal to the product of (a) the Recycled Shares and (b) the Initial Price. The settlement date will be the earliest to occur of (a) the first anniversary of the Closing Date and (b) after the occurrence of (i) a Delisting Event (as defined in the Forward Purchase Agreement) or (ii) a Registration Failure (as defined in the Forward Purchase Agreement), 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). 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 (as defined in the Forward Purchase Agreement) 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 (a) the number of Terminated Shares multiplied by (b) 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 will 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 prior week VWAP Price of the shares of Common Stock; 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 Axolotl Biologix Acquisition On August 9, 2023 (“Merger Closing Date”), the Company completed the acquisition of Axolotl Biologix, Inc. (“AxoBio”) pursuant to an Agreement and Plan of Merger, dated July 26, 2023 (as amended, the “Merger Agreement”), by and among the Company, AxoBio, Aztec Merger Sub, Inc., a wholly owned subsidiary of the Company (“Merger Sub I”), and Axolotl Biologix LLC, a wholly owned subsidiary of the Company (“Merger Sub II”). Upon the closing of the transactions contemplated by the Merger Agreement (the “Merger Closing”), (a) Merger Sub I merged with and into AxoBio, after which the separate corporate existence of Merger Sub I ceased and AxoBio continued as a the surviving corporation, and (b) AxoBio merged with and into Merger Sub II, after which AxoBio ceased to exist and Merger Sub II survived as a wholly owned subsidiary of the Company (collectively, the “AxoBio Acquisition”). At the effective time of the AxoBio Acquisition (the “Merger Effective Time”), each share of AxoBio’s common stock, par value $0.001 per share (“AxoBio Common Stock”), (other than Dissenting Shares (as defined in the Merger Agreement) and shares held as treasury stock) issued and outstanding as of immediately prior to the Merger Effective Time was canceled and converted into the right to receive a pro rata share of: • $8,000,000 in cash (the “Closing Cash Consideration”), payable upon delivery of AxoBio’s audited financial statements; • 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”) issued upon the Merger Closing Date (the “Closing Share Consideration”); and • up to $9,000,000 in cash and up to $66,000,000 in shares of ’Common Stock that, in each case, were subject to the achievement of certain revenue targets and research and development milestones (the “Earnout”). Axolotl Biologix Disposition On March 20, 2024, the Company entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with the former stockholders of AxoBio, including Burns Ventures, LLC, a Texas limited liability company (“BVLLC”), H. Rodney Burns, an individual resident of Texas (“Burns”), AXO XP, LLC, an Arizona limited liability company (“AXPLLC”), and Protein Genomics, LLC, a Delaware corporation (“PGEN” and together with BVLLC, Burns, and AXPLLC, collectively, the “Buyers” and each, a “Buyer”), providing for, upon the terms and subject to the conditions set forth therein, the sale by the Company of all outstanding limited liability company interests of AxoBio (the “AxoBio Disposition”) to the Buyers for an aggregate consideration of as described below. The AxoBio Disposition closed on March 26, 2024. See Note 1 and Note 16 to the accompanying consolidated financial statements. The consideration for the AxoBio Disposition consisted of (i) the Closing Share Consideration, initially issued as consideration to the Buyers under the Merger Agreement, (ii) cancellation of the notes payable by the Company to the Buyers in an aggregate principal amount of $8,000,000 as the Closing Cash Consideration and (iii) termination of the Company’s obligations with respect to the Earnout. 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

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The 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”). 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. 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 of 2002, 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 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. Discontinued Operations On March 20, 2024, the Company entered into the Purchase Agreement to sell AxoBio to its former owners (see Note 1 to the accompanying consolidated financial statements). In accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements, Discontinued Operations, Other Presentation Matters Segment Reporting ASC Topic No. 280, Segment Reporting Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits, which potentially subject the Company to concentrations of credit risk. For the years ended December 31, 2023 and 2022, the Company has experienced no losses related to its cash and cash equivalents that exceed federally insured deposit limits. As of December 31, 2023, the Company had cash in excess of federally insured limits from continuing operations of $2,518,378 and from discontinued operations of $554,277. As of December 31, 2023 and 2022, the Company had cash equivalents of $30,000 and $0, respectively. The cash equivalents as of December 31, 2023, are a component of discontinued operations. 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 Inventories The Company’s inventory 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 At the Merger Closing Date, AxoBio’s inventory was adjusted to fair value less selling costs, as specified by ASC 805, Business Combinations year-end Offering Costs Associated with a Public Offering The Company complies with the requirements of ASC 340-10-S99-1 340-10-S99-1 paid-in Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair charges are expensed as incurred. Fixed assets are depreciated using the straight-line method using the following estimated useful lives: • Equipment – 5-7 • 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 two-step two-step As of December 31, 2023, the goodwill associated with the AxoBio Acquisition, as shown below, is classified as a component of assets available for sale in the accompanying consolidated balance sheets. Balance as of January 1, 2023 $ —  AxoBio Acquisition 19,188,278 Balance as of December 31, 2023 $ 19,188,278 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. Intangible assets related to AxoBio are classified as a component of assets available for sale in the accompanying consolidated balance sheets. 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 not recognized any goodwill or intangible asset impairment charges in the years ended December 31, 2023 and 2022. Series A Voting Convertible Preferred Stock In connection with the AxoBio Acquisition, the Company issued 4,243 shares of Series A Preferred Stock to former AxoBio stockholders. Based on the limited exception under ASC 480-10-S99-3A(3)(f) Earnout Liability In connection with the AxoBio Acquisition, the former stockholders of AxoBio are entitled to receive the Earnout, consisting of performance-based earnouts 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 Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers • 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 AxoBio sells its products principally to a specialty distributor (the “Customer”) within the United States. This Customer subsequently resold AxoBio’s products to healthcare providers throughout the United States. Revenues from product sales are recognized when the Customer obtains control of the 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. Such revenue is included as a component of discontinued operations in the accompanying statements of operations. AxoBio has entered into service arrangements with this Customer to provide distinct services due to AxoBio having a limited workforce. Such services include distribution, credit risk, and marketing and sales services. The Company has assessed the consideration payable to this Customer as it relates to these service arrangements in accordance with ASC 606 and has concluded that the services being provided by this 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 this 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 $440,784 from the date of the AxoBio Acquisition through December 31, 2023. 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 Cost of Revenue Cost of revenue 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. All of the Company’s cost of revenues revenue was attributable to AxoBio, and, accordingly, reported as a component of discontinued operations in the accompanying consolidated statements of operations. Selling and Marketing Expenses Selling and marketing expenses relate to AxoBio and consist primarily of advertising expenses, commissions and freight expenses, and the distribution and marketing expenses described previously in the revenue recognition policies. Sales and marketing expenses were $6,829,520 from the date the AxoBio was acquired through December 31, 2023. These expenses are reported as a component of discontinued operations in the accompanying consolidated statements of operations. 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 The Company has refocused its research and development efforts on aesthetic products that have near-term commercial potential and have reprioritized further development and ceased clinical studies of product candidates that will take more than a year to commercialize. Restructuring charges related to this strategic realignment of the Company’s operations consists of severance from the termination of employees in non-core 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 December 31, 2023 and 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 per Share two-class two-class two-class two-class two-class 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 December 31, 2023 and 2022, consist of the following (in common stock equivalents): December 31, 2023 2022 Series A Preferred Stock (if converted) 4,243,000 —  Stock Options 1,689,765 2,235,313 Public Warrants 4,638,454 3,870,524 Series A Preferred Stock (if converted) —  2,010,728 Series B Preferred Stock (if converted) —  2,817,886 Series C-1 —  89,264 Series C-2 —  5,857,512 Preferred Stock Warrants —  164,894 Convertible Notes (if converted) —  777,062 Total 10,571,219 17,823,183 Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation-Stock Compensation For stock options issued to employees and members of the Company’s 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 non-employees Leases The Company adopted ASC 842, Leases non-lease non-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 year ended December 31, 2023, one customer accounted for 100% of AxoBio’s revenues. In addition, this customer accounted for 100% of accounts receivable at December 31, 2023. AxoBio’s human amnion allograft product made up 100% of revenue for the year ended December 31, 2023. For the year ended December 31, 2023, 100% of AxoBio’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 December 31, 2023 and 2022 are categorized based on a hierarchy of inputs as follows: December 31, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated Input Value Fair Value Value Fair Value Hierarchy Forward purchase agreement $ 5,700,451 $ 5,700,451 $ —  $ —  Level 3 SBA Loan 1,505,070 1,498,000 —  —  Level 2 Derivati —  —  826,980 826,980 Level 3 Changes in the fair value of Level 3 financial assets and liabilities for the year ended December 31, 2023 are as follows: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Forward Derivative Earnout Balance, beginning of year $ —  $ 826,980 $ —  Initial recognition 15,968,581 —  13,482,292 Change in fair value (10,268,130 ) (826,980 ) 38,093 Balance, end of period $ 5,700,451 $ —  $ 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 Call/Put Option Pricing The fair value of the embedded derivatives in the convertible notes as of December 31, 2022 was valued using a Monte-Carlo model and was based upon the following management assumptions: December 31, 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 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 2016-13 2016-13 2019-04, 2016-13. adopted Recent Accounting Pronouncements On September 30, 2022, the FASB issued ASU 2022-03, 2022-03 2022-03

Business Combinations

Business Combinations	12 Months Ended
	Dec. 31, 2023
Business Combinations [Abstract]
Business Combinations	NOTE 3 — BUSINESS COMBINATIONS AxoBio Acquisition The AxoBio Acquisition is reflected in the 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 AxoBio Acquisition. It was determined that AxoBio is a variable interest entity, as AxoBio’s total equity at risk is not sufficient to permit AxoBio to finance its activities without additional subordinated financial support, with the Company being the primary beneficiary. In accordance with ASC 805, the Company recorded AxoBio’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 consolidated financial information, the Company has applied the guidance in ASC 820, Fair Value Measurements and Disclosures Common Stock - 3,845,337 shares $ 11,270,683 Series A Convertible Voting Preferred Stock - 4,243 shares 10,382,107 Earnout 13,482,292 Deferred Consideration 8,000,000 Total estimated value of consideration transferred $ 43,135,082 The fair value of the Series A Preferred Stock was estimated at $2,447 per share, using the put option model, based on the market value of the Common Stock at the Merger Closing Date, conversion rate, projected conversion term, and estimated discount for lack of marketability. Deferred consideration is related to the Closing Cash Consideration of $8,000,000, that was payable upon delivery of the AxoBio 2022 audited financial statements. The 2022 audited financial statements were delivered in October 2023 and as such, the cash consideration was payable at December 31, 2023. In connection with the AxoBio Acquisition the former stockholders of AxoBio were entitled to receive payment of the Earnout consisting 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, The fair value of the Earnout was estimated as of the Merger 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 AxoBio 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 consolidated statements of operations. The allocation of the purchase price is as follows: Total estimated value of consideration transferred $ 43,135,082 Cash and cash equivalents 662,997 Accounts receivable 18,296,000 Prepaid expenses 170,604 Inventories 10,600,000 Property and equipment 81,846 Intangible assets 23,260,000 Total assets 53,071,447 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 7,711,627 Net assets to be acquired 23,946,804 Goodwill $ 19,188,278 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 step-up The acquired loan payable of AxoBio was adjusted down to its fair value by $502,000 due to the more favorable than the market interest rate. This fair value step down is 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 AxoBio Acquisition are not deductible for U.S. tax purposes. The Company determined that the AxoBio Acquisition was deemed significant to the Company in accordance with Rule 3-05 S-X. Business Combinations non-recurring Year ended December 31, 2023 2022 Revenue included in discontinued operations in the consolidated statements of operations $ 4,456,816 $ —  Add: AxoBio revenue not reflected in the consolidated statements of operations 26,020,319 39,896,998 Unaudited pro forma revenue $ 30,477,135 $ 39,896,998 Year ended December 31, 2023 2022 Net loss from consolidated statements of operations $ (15,445,087 ) $ (9,051,334 ) Add: AxoBio net income (loss) not reflected in the consolidated statements of operations, less pro forma adjustments described below (1) 950,126 (7,949,016 ) Unaudited pro forma net loss $ (14,494,961 ) $ (17,000,350 ) (1) An adjustment to reflect additional amortization of $1,700,000 and $2,500,000 for the period from January 1, 2023 through the Merger Closing Date and the year ended December 31, 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 year ended December 31, 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	12 Months Ended
	Dec. 31, 2023
Substantial Doubt About Going Concern [Abstract]
Going Concern and Managements Liquidity Plans	NOTE 4 — GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS As of December 31, 2023 and 2022, the Company had cash of $2,912,461 and $128,149, respectively. The Company’s liquidity needs up to December 31, 2023 have been satisfied through debt and equity financing. The Company had a net loss from continuing operations of $16,205,252 and $9,051,334 for the years ended December 31, 2023 and 2022, respectively. The Company had negative cash flows from operations of $8,348,208 and $3,428,707 for the years ended December 31, 2023 and 2022, respectively, and an accumulated deficit of $58,503,401 and $42,382,291 as of December 31, 2023 and December 31, 2022, respectively. 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. 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 out-licensing non-dilutive

Property and Equipment

Property and Equipment	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 5 — PROPERTY AND EQUIPMENT Property and equipment included in continuing operations consist of the following: December 31, 2023 2022 Continuing Discontinued Continuing Lab equipment $ 696,648 $ 216,210 $ 666,178 Leasehold improvements 115,333 —  115,333 Furniture and fixtures 3,580 30,057 3,579 815,561 246,267 785,090 Less: accumulated depreciation (622,715 ) (182,883 ) (530,116 ) Property and equipment, net $ 192,846 $ 63,384 $ 254,974 Depreciation expense included in continuing operations was $92,598 and $89,782 for the year ended December 31, 2023 and 2022, respectively. Depreciation expense included in discontinued operations was $18,462 in 2023.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	NOTE 6 —GOODWILL AND INTANGIBLE ASSETS The Company’s goodwill relates to the AxoBio 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 December 31, 2023. For the year ended December 31, 2023, the Company recognized $19,188,278 in goodwill from the AxoBio Acquisition, which is classified as a component of assets available for sale in the accompanying consolidated balance sheets. The Company’s intangible assets primarily relate to the AxoBio Acquisition (see Note 3). Intangible assets acquired in connection with the AxoBio Acquisition were initially recorded at their estimated fair value as of the acquisition date. Intangible assets that have finite lives are amortized over their economic useful life. Amortization of intangibles related to AxoBio are included as a component of discontinued operations in the accompanying statements of operations. Additionally, the Company capitalizes legal costs directly associated with the submission of Company patent applications. Gross patent costs of $70,746 as of December 31, 2023 and 2022 are amortized on a straight-line basis over the patent term. Intangible assets and the related accumulated amortization consist of the following at December 31, 2023: Amortization Period Gross Value Accumulated Amortization Net Book Value Continuing operations: Patents 16 years $ 70,746 $ 46,559 $ 24,187 Discontinued operations: Customer contracts 20 years $ 12,170,000 $ 337,313 $ 11,832,687 Trade name 7 years 2,220,000 132,143 2,087,857 Intellectual property 7 years 8,870,000 527,976 8,342,024 $ 23,260,000 $ 997,432 $ 22,262,568 Intangible assets and the related accumulated amortization consist of the following at December 31, 2022: Amortization Period Gross Value Accumulated Amortization Net Book Value Continuing operations: Patents 16 years $ 70,746 $ 42,044 $ 28,702 Amortization expense included in loss from continuing operation in the accompanying statements of operations was approximately $4,515 and $4,516 for the years ended December 31, 2023 and 2022, respectively. Amortization expense included in income from discontinued operation in the accompanying statements of operations was $997,432 for the year ended December 31, 2023. Amortization expense related to the Company’s intangible assets for future years is as follows: Continuing Discontinued 2024 $ 4,528 $ 2,648,741 2025 4,516 2,679,576 2026 4,516 2,715,903 2027 4,090 2,690,449 2028 2,451 2,622,896 Thereafter 4,086 8,905,003 $ 24,187 $ 22,262,568

Accrued Expenses and Other Liab

Accrued Expenses and Other Liabilities	12 Months Ended
	Dec. 31, 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: December 31, 2023 2022 Continuing Discontinued Continuing Accrued compensation $ 790,332 $ —  $ 916,934 Accrued severance 452,579 —  —  Accrued stock-based compensation 48,698 —  —  Other accrued expenses 303,825 468,652 27,639 Accrued expenses and other liabilities $ 1,595,434 $ 468,652 $ 944,573 Accrued compensation is a non-interest

Debt

Debt	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Debt	NOTE 8 —DEBT U.S. Small Business Administration (SBA) Loan As of the Merger Closing Date, AxoBio had an outstanding loan with the SBA with total principal and accrued interest outstanding of $2,000,000 and $113,476, respectively (the “SBA Loan”). Interest under the SBA 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 began in December 2023 and continues for a total of 30 years. As of December 31, 2023, there was outstanding principal and accrued interest of $2,000,000 and $134,961, respectively. As of December 31, 2023, there was unamortized debt discount of $494,930. In connection with the AxoBio Acquisition, the SBA Loan was adjusted to fair value, which, excluding accrued interest, was determined to be $1,498,000. The difference in the outstanding principal and fair value of $502,000 was recorded as debt discount and is accreted over the remaining term of the loan using the effective interest method. From the acquisition date through December 31, 2023, the Company incurred interest expense and amortization of debt discount of $31,438 and $7,070, respectively. The SBA Loan and related accrued interest are classified as a component of assets available for sale in the accompanying balance sheets, and the related interest expense is classified as a component of discontinued operations in the accompanying statements of operations. Related Party Loans As of the Merger Closing Date, AxoBio had several promissory notes outstanding to Burns Ventures, LLC (the “Burns Notes”) with total principal outstanding of $5,610,000. The owner of Burns Ventures LLC was a former stockholder of AxoBio. Interest on the Burns Notes is payable quarterly at a fixed interest rate of 7.00%. The Burns Notes require no monthly payments and are due in full at maturity date on December 31, 2024. As of December 31, 2023, the Burns Notes had outstanding principal and accrued interest of $5,610,000 and $98,982, respectively, and interest expense totaled $164,611 for the year ended December 31, 2023. The Burns Notes and related accrued interest are classified as a component of assets available for sale in the accompanying balance sheet, and the related interest expense is classified as a component of discontinued operations in the accompanying statements of operations. 2023 Promissory Notes During the year ended December 31, 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 maturity date of one year from the date of issuance. The principal of the Notes is due in full at maturity. All Notes had a proportionate number of warrants issued in connection with the issuance of the Notes. There were 16,489 Common Stock warrants issued in connection with these Notes with a fair value of $55,062. The warrants vested immediately, have a term of 5 years, and exercise prices ranging from $11.50 to $14.30. The fair value of the warrants was recorded as debt discount and is amortized over the term of the loans using the effective interest method. As of December 31, 2023, there was $19,549 of unamortized debt discount. Debt discount amortization during the year ended December 31, 2023, was $33,513. 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 $459,647 as of December 31, 2023 and interest expense totaled $33,527 for the year ended December 31, 2023. Series 1 Convertible Notes The Company issued Series 1 convertible notes (the “Series 1 Convertible Notes”) between July 9, 2018 and September 13, 2019, with an amended maturity date of July 9, 2023. The Series 1 Convertible Notes bore interest at 8%, had no monthly payments, and were due in full with a balloon payment on the maturity date. The Series 1 Convertible Notes contained 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 Series 1 Convertible Notes met 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 shares of Series C-2 C-2 C-2 Series 2 Convertible Notes The Company issued Series 2 convertible notes (the “Series 2 Convertible Notes”) between September 25, 2019 C-2 C-2 Other Convertible Note The Company issued a convertible note to an economic development fund for $50,000 on September 24, 2020. The note was non-interest C-2 C-2 January 2022 Convertible Notes On January 19, 2022, the Company issued two senior secured convertible notes (the “Convertible Notes”) of $1,111,111 each to two investors (“Holders”), due on January 19, 2023. The Convertible Notes bore interest at 10% (18% upon default). The Company 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 Convertible Notes were collateralized by all assets (including current and future intellectual property) of Legacy Carmell. The Convertible 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 Common Stock (the “Convertible Note Warrants”). Each Convertible Note Warrant is exercisable at a price of $0.16 per warrant share and vested immediately and have a term of five years. The fair value of the Convertible Note Warrants at the time of issuance was $409,483, which was recorded as debt discount. The 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 Convertible Notes are convertible into Common Stock and warrants. If, at any time while the Convertible Notes are 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 adjustments 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 met 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 consolidated statements of operations. Proceeds from the sales of the Convertible Notes with Convertible Note Warrants were allocated to the two elements based on the relative fair value of the Convertible 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 On July 19, 2022, Carmell defaulted on the Convertible Notes. Under the terms of the Convertible Notes, 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 the 25% increase in outstanding principal of $555,556 was recorded as interest expense in the consolidated statements of operations. For the year ended December 31, 2022, interest expense, including fees, on the Convertible Notes, excluding the 25% increase in the outstanding principal, was $570,312. For the year ended December 31, 2023, interest expense on the Convertible Notes, as calculated under GAAP, totaled $570,220, 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, Carmell received a letter (“Notice of Acceleration”) from one of the Holders, notifying it of an Event of Default. Carmell and Alpha entered into an agreement with Puritan Partners LLC, one of the Holders (“Puritan”), in connection with the Notice of Acceleration on December 19, 2022. Pursuant to this agreement, Alpha and Carmell each represented and warranted to Puritan that (i) it intended to enter into the Business Combination, (ii) there would 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 were 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 would 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 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 its Convertible Note Warrants. Carmell agreed it would not pay any other debtholder on account of interest or principal during the forbearance period. Based on the representations and warranties, and agreements above and in consideration of 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 Common Stock (not subject to lock-up 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 On the closing of the Business Combination, the Company repaid $2,649,874 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 approximately $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 10). Future Maturities of Debt All of the Company’s outstanding debt as of December 31, 2023 matures and is payable in 2024.

Leases

Leases	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Leases	NOTE 9— LEASES The Company is a party to two office leases which expire on December 31, 2028. As of December 31, 2023, the weighted average remaining term is five years. The Company elected to not recognize ROU assets and lease liabilities arising from short-term leases (leases with initial terms of twelve months or less, which are deemed immaterial) on its balance sheets. When measuring lease liabilities for leases that were classified as operating leases, the Company discounted lease payments using its estimated incremental borrowing rate at the later of lease inception or January 1, 2020 (the date of adoption). The weighted average incremental borrowing rate applied was 8%. The following table presents net lease cost and other supplemental lease information: December 31, 2023 2022 Lease cost: Operating lease cost $ 27,675 $ 201,400 Short term lease cost —  —  Net lease cost 27,675 2,022 Cash paid for operating lease liabilities $ (109,379 ) $ (204,930 ) As of December 31, 2023, the estimated future minimum lease payments, excluding non-lease Operating Fiscal Year Leases 2024 $ 204,930 2025 204,930 2026 204,930 2027 204,930 2028 204,930 Total future minimum annual lease payments 1,024,650 Less: Imputed interest (176,799 ) Present value of lease liabilities $ 847,851

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 10 — 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 License Agreement, dated as of July 19, 2011, as further amended by that certain Amendment No. 2 to License Agreement, dated as of February 8, 2016, as further amended by that certain Amendment No. 3 to License Agreement, dated as of February 27, 2020 and as further amended by that certain Amendment No. 4 to License Agreement, dated November 23, 2021 (collectively, the “Amended License Agreement”). The Amended 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 Amended License 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. The Amended License Agreement is effective until January 30, 2028, or until the expiration of the last-to-expire Royalties payable by the Company to CMU are 2.07% of net sales, as defined in the Amended License Agreement. The Company is also required to 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 (as defined in the Amended License Agreement) in effect at the date such amounts are due plus 4%. No royalties were accrued or paid during the years ended December 31, 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; and (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 years ended December 31, 2023 and 2022. Convertible Notes As detailed in Note 8 - Debt, 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 stockholders. 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. As described in further detail below, Puritan has filed a complaint against the Company related to these allegations. There can be no assurance that these or similar matters will not result in further arbitration, litigation or other dispute resolution, which may not be resolved in our favor and may adversely impact our financial condition. 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) naming the Company as a defendant. 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 Common Stock. 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 $2,725,000 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 has moved to dismiss the complaint and intends to defend itself vigorously against this litigation. There can be no assurance that this matter will be resolved in the Company’s favor, and an adverse outcome could have a material adverse effect on the Company’s financial condition.

Profit-Sharing Plan

Profit-Sharing Plan	12 Months Ended
	Dec. 31, 2023
Defined Benefit Plan [Abstract]
Profit-Sharing Plan	NOTE 11 — 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 401(k) profit- sharing plans during the years ended December 31, 2023 and 2022.

Mezzanine Equity And Stockholde

Mezzanine Equity And Stockholders' Equity (Deficit)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Mezzanine Equity And Stockholders' Equity (Deficit)	NOTE 12 — MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) Common Stock On July 14, 2023, the Business Combination was consummated and the Company issued 12,053,517 shares of Common Stock to stockholders of Legacy Carmell. Immediately following the Business Combination, there were 19,236,305 shares of Common Stock outstanding. As of December 31, 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. Series A Voting Convertible Preferred Stock In connection with the AxoBio Acquisition, the Company issued 4,243 shares of Series A Preferred Stock to former stockholders of AxoBio. Automatic Conversion: Voting: as-converted Dividends: as-if-converted Liquidation: 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 A Preferred Stock”), Series B convertible preferred stock (“Series B Preferred Stock”), Series C-1 C-1 C-2 As of December 31, 2022, Convertible Preferred Stock consisted of the following: Authorized Issued and Carrying Liquidation Issuance 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 3,436,863 426,732 772,028 772,028 2.54 Series C-2 6,011,960 5,857,512 15,904,275 15,904,275 2.15 Legacy Carmell Series A Preferred Stock, Series C-1 C-2 C-1 C-2 C-1 C-2 In connection with the Business Combination, all previously issued and outstanding Preferred Stock was converted into an equivalent number of shares of Common Stock on a one-for-one 2023 Long-Term Incentive Plan In July 2023, the stockholders 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 thirty-six 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 year-end The maximum number of shares of 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 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 the 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 zero-coupon Warrants Outstanding During the year ended December 31, 2023, the Company issued 16,489 warrants in connection with notes payable (see Note 8). Also during 2023, the Company assumed the Public Warrants in conjunction with the Business Combination. Each whole Public Warrant has an exercise price of $11.50 and a term of five years from the Closing Date. The following table presents information related to Common Stock warrants for the year ended December 31, 2023. Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life in Intrinsic Warrants Price Years Value Outstanding and exercisable, December 31, 2022 644,980 $ 2.08 5.03 $ —  Warrants issued 16,489 14.20 Public Warrants assumed in Business Combination 3,976,985 11.50 Outstanding and exercisable, December 31, 2023 4,638,454 $ 10.20 4.62 $ 1,382,919 Option Outstanding A summary of the option activity during the year ended December 31, 2023 is presented below: Number of Weighted Weighted Aggregate Outstanding, December 31, 2022 2,235,313 $ 2.12 8.07 $ 1,083,492 Granted 1,504,638 2.92 Exercised (21,158 ) 1.94 Expired/Cancelled (2,029,028 ) 2.21 Outstanding, December 31, 2023 1,689,765 $ 2.72 9.00 $ 1,850,397 Vested/Exercisable, December 31, 2023 283,438 $ 2.06 6.18 $ 496,063 The weighted average fair value of the options granted during the year ended December 31, 2023 was based on a Black Scholes option pricing model using the following assumptions: Expected volatility 70% - 76% Expected term of option 6.0 - 7.0 Range of risk-free interest rate 3.6% - 3.8% Dividend yield 0%

Other Related Party Transaction

Other Related Party Transactions	12 Months Ended
	Dec. 31, 2023
Other Related Party Transactions [Abstract]
Other Related Party Transactions	NOTE 13 – 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 Company’s former Chief Executive Officer invested in Series C-2 The Company uses OrthoEx for 3PL services. The former Chief Executive Officer of AxoBio, who is currently serving as an advisor to the Company, has an equity interest in OrthoEx and has a seat on OrthoEx’s Board of Directors. The Company incurred $41,752 of expenses from OrthoEx during the year ended December 31, 2023. As of December 31, 2023, the Company had a payable to this related party of $8,650. The Company uses Ortho Spine Companies, LLC (“Ortho Spine”) for various consulting and marketing services. Ortho Spine is owned by one of the advisors to the Company. The Company incurred $79,167 of expenses from Ortho Spine for the year ended December 31, 2023. As of December 31, 2023, the Company had no payables to this related party.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	NOTE 14 – INCOME TAXES The Company accounts for income taxes under ASC 740-10, The components of the Company’s income tax rate for the years ended December 31, 2023 and 2022 are as follows: Year Ended December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % Effects of: State taxes, net of federal benefit —  % 7.9 % Stock-based compensation (4.0 )% (0.4 )% Research and development expenses, net (3.5 )% (6.4 )% Capitalized transaction costs (9.8 )% —  % Loss on forward purchase agreement 13.7 % Gain on loan forgiveness —  % (2.5 )% Net operating loss true-up —  % 2.6 % Other (3.8 )% (0.2 )% Valuation allowance (13.6 )% (22.0 )% Effective rate —  % —  % Significant components of the Company’s deferred tax assets as of December 31, 2023 and 2022 are summarized below. December 31, 2023 2022 Deferred income tax assets: Net operating losses $ 8,775,098 $ 7,642,000 Accrued interest 1,845,473 747,000 Federal research and development tax credits 68,106 113,000 Amortization of research expense 635,669 585,000 Right of use asset 4,676 29,000 Non-qualified 404,327 263,000 Accrued compensation 357,171 271,000 Change in fair value of forward purchase agreement 2,485,388 —  Capitalization of start-up 351,383 Accrual to cash and other 548,665 —  Change in fair value of earnout liability (3,353,181 ) Change in fair value of derivative liabilities —  275,000 Gross deferred tax asset 12,122,775 9,925,000 Valuation allowance (12,122,775 ) (9,925,000 ) Net deferred income tax assets $ —  $ —  As of December 31, 2023, the Company had approximately $31.3 million of federal and $30.9 million of state net operating loss carry forwards. Federal and state net operating loss carryforwards were approximately $25.7 million and $29.9 million, respectively, for the year ended December 31, 2022. The Company’s federal net operating loss carry forwards consist of approximately $8.2 million of pre 2018 net operating loss carryforwards, which expire after twenty years and begin to expire starting in 2028. The Company had approximately $23.1 million of post 2017 net operating losses that carry forward indefinitely. Future utilization of the net operating loss carry forwards is subject to certain limitations under Section 382 of the Internal Revenue Code. In addition, the Company has approximately $68,000 of federal research and development credit carryovers, which expire after twenty years and begin to expire starting in 2042. The Company utilized approximately $56,000 of such credits for tax year 2023. Future realization of the credit carry forwards is subject to certain limitations under Section 383 of the Internal Revenue Code. The Company has not undertaken any formal research and development credit study to calculate its credits. The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a valuation allowance against the net deferred tax asset due to the uncertainty that enough taxable income will be generated in those taxing jurisdictions to utilize the assets. Therefore, we have not reflected any benefit of such deferred tax assets in the accompanying financial statements. Our net deferred tax asset and valuation allowance increased by approximately $2,198,000 and $2,323,000 for the years ended December 31, 2023 and 2022, respectively. The Company is subject to U.S. federal income tax examinations by tax authorities for all tax years since inception due to unexpired net operating loss carryforwards originating in and after that year. The Company may be subject to income tax examinations for the various state taxing authorities which vary by jurisdiction. The Company has evaluated its income tax positions and has determined that it does not have any uncertain tax positions. The Company will recognize interest and penalties related to any uncertain tax positions through its income tax expense.

Discontinued Operations

Discontinued Operations	12 Months Ended
	Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	NOTE 15 – Discontinued Operations On March 20, 2024, the Company entered into the Purchase Agreement to sell AxoBio and closed on such sale on March 26, 2024 as detailed in Note 1. The assets and liabilities of AxoBio are classified as available for sale in the accompanying consolidated balance sheets and consist of the following: December 31, 2023 2022 Assets available for sale Cash and cash equivalents $ 804,277 $ —  Accounts receivable, net 7,713,600 —  Prepaid expenses 251,086 —  Inventories 3,038,179 —  Property and equipment, net 63,384 —  Intangible assets, net 22,262,568 —  Goodwill 19,188,278 —  Total assets available for sale $ 53,321,372 $ —  Liabilities available for sale Accounts payable $ 8,520,243 $ —  Accrued interest 134,961 —  Accrued interest, related party 98,982 —  Other accrued expenses 468,652 —  Loans payable, current 1,505,070 —  Related party loans, current 5,610,000 —  Earnout liability 8,000,000 —  Deferred income taxes 5,536,923 —  Total liabilities available for sale $ 29,874,831 $ —  The significant components of discontinued operations in the accompanying consolidated statements of income are as follows: Year Ended December 31, 2023 2022 Revenue $ 4,456,816 $ —  Cost of sales 3,620,651 —  Gross profit 836,165 —  Operating expenses: Selling and marketing 6,829,520 —  Research and development 403,616 —  General and administrative 2,525,715 —  Depreciation and amortization 1,015,894 —  Total operating expenses 10,774,745 —  Loss from operations (9,938,580 ) —  Other income (expense): Other income 7 —  Amortization of debt discount (7,070 ) Interest expense, related party (164,611 ) —  Interest expense (32,221 ) —  Inventory write-down (4,754,357 ) —  Change in fair value of earnout liability 13,482,292 —  Total other (expense) income 8,524,040 —  Loss before income taxes (1,414,540 ) —  Income tax benefit, deferred 2,174,705 —  Discontinued operations, net $ 760,165 $ —

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	NOTE 16 – Subsequent Events As more fully described in Note 1, the Company entered into the Purchase Agreement on March

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The 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”). 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.
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 of 2002, 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
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.
Discontinued Operations	Discontinued Operations On March 20, 2024, the Company entered into the Purchase Agreement to sell AxoBio to its former owners (see Note 1 to the accompanying consolidated financial statements). In accordance with Financial Accounting Standards Board Accounting Standards Codification (“ASC”) 205, Presentation of Financial Statements, Discontinued Operations, Other Presentation Matters
Segment Reporting	Segment Reporting ASC Topic No. 280, Segment Reporting
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash and cash equivalents are held by financial institutions and are federally insured up to certain limits. At times, the Company’s cash and cash equivalents balance exceeds the federally insured limits, which potentially subject the Company to concentrations of credit risk. For the years ended December 31, 2023 and 2022, the Company has experienced no losses related to its cash and cash equivalents that exceed federally insured deposit limits. As of December 31, 2023, the Company had cash in excess of federally insured limits from continuing operations of $2,518,378 and from discontinued operations of $554,277. As of December 31, 2023 and 2022, the Company had cash equivalents of $30,000 and $0, respectively. The cash equivalents as of December 31, 2023, are a component of discontinued operations.
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
Inventories	Inventories The Company’s inventory 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 Business Combinations year-end
Offering Costs Associated with a Public Offering	Offering Costs Associated with a Public Offering The Company complies with the requirements of ASC 340-10-S99-1 340-10-S99-1 paid-in
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated depreciation. Maintenance and repair charges are expensed as incurred. Fixed assets are depreciated using the straight-line method using the following estimated useful lives: • Equipment – 5-7 • 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 two-step two-step As of December 31, 2023, the goodwill associated with the AxoBio Acquisition, as shown below, is classified as a component of assets available for sale in the accompanying consolidated balance sheets. Balance as of January 1, 2023 $ —  AxoBio Acquisition 19,188,278 Balance as of December 31, 2023 $ 19,188,278 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. Intangible assets related to AxoBio are classified as a component of assets available for sale in the accompanying consolidated balance sheets. 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
Series A Voting Convertible Preferred Stock	Series A Voting Convertible Preferred Stock In connection with the AxoBio Acquisition, the Company issued 4,243 shares of Series A Preferred Stock to former AxoBio stockholders. Based on the limited exception under ASC 480-10-S99-3A(3)(f)
Earnout Liability	Earnout Liability In connection with the AxoBio Acquisition, the former stockholders of AxoBio are entitled to receive the Earnout, consisting of performance-based earnouts 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
Revenue Recognition	Revenue Recognition The Company accounts for revenue in accordance with ASC 606, Revenue from Contracts with Customers • 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 AxoBio sells its products principally to a specialty distributor (the “Customer”) within the United States. This Customer subsequently resold AxoBio’s products to healthcare providers throughout the United States. Revenues from product sales are recognized when the Customer obtains control of the 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. Such revenue is included as a component of discontinued operations in the accompanying statements of operations. AxoBio has entered into service arrangements with this Customer to provide distinct services due to AxoBio having a limited workforce. Such services include distribution, credit risk, and marketing and sales services. The Company has assessed the consideration payable to this Customer as it relates to these service arrangements in accordance with ASC 606 and has concluded that the services being provided by this 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 this 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 $440,784 from the date of the AxoBio Acquisition through December 31, 2023. 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
Cost of Revenue	Cost of Revenue Cost of revenue 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. All of the Company’s cost of revenues revenue was attributable to AxoBio, and, accordingly, reported as a component of discontinued operations in the accompanying consolidated statements of operations.
Selling and Marketing Expenses	Selling and Marketing Expenses Selling and marketing expenses relate to AxoBio and consist primarily of advertising expenses, commissions and freight expenses, and the distribution and marketing expenses described previously in the revenue recognition policies. Sales and marketing expenses were $6,829,520 from the date the AxoBio was acquired through December 31, 2023. These expenses are reported as a component of discontinued operations in the accompanying consolidated statements of operations.
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 The Company has refocused its research and development efforts on aesthetic products that have near-term commercial potential and have reprioritized further development and ceased clinical studies of product candidates that will take more than a year to commercialize. Restructuring charges related to this strategic realignment of the Company’s operations consists of severance from the termination of employees in non-core
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 December 31, 2023 and 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 per Share two-class two-class two-class two-class two-class 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 December 31, 2023 and 2022, consist of the following (in common stock equivalents): December 31, 2023 2022 Series A Preferred Stock (if converted) 4,243,000 —  Stock Options 1,689,765 2,235,313 Public Warrants 4,638,454 3,870,524 Series A Preferred Stock (if converted) —  2,010,728 Series B Preferred Stock (if converted) —  2,817,886 Series C-1 —  89,264 Series C-2 —  5,857,512 Preferred Stock Warrants —  164,894 Convertible Notes (if converted) —  777,062 Total 10,571,219 17,823,183
Stock-Based Compensation	Stock-Based Compensation The Company applies the provisions of ASC 718, Compensation-Stock Compensation For stock options issued to employees and members of the Company’s 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. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Non-Employee non-employees
Leases	Leases The Company adopted ASC 842, Leases non-lease non-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 year ended December 31, 2023, one customer accounted for 100% of AxoBio’s revenues. In addition, this customer accounted for 100% of accounts receivable at December 31, 2023. AxoBio’s human amnion allograft product made up 100% of revenue for the year ended December 31, 2023. For the year ended December 31, 2023, 100% of AxoBio’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 December 31, 2023 and 2022 are categorized based on a hierarchy of inputs as follows: December 31, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated Input Value Fair Value Value Fair Value Hierarchy Forward purchase agreement $ 5,700,451 $ 5,700,451 $ —  $ —  Level 3 SBA Loan 1,505,070 1,498,000 —  —  Level 2 Derivati —  —  826,980 826,980 Level 3 Changes in the fair value of Level 3 financial assets and liabilities for the year ended December 31, 2023 are as follows: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Forward Derivative Earnout Balance, beginning of year $ —  $ 826,980 $ —  Initial recognition 15,968,581 —  13,482,292 Change in fair value (10,268,130 ) (826,980 ) 38,093 Balance, end of period $ 5,700,451 $ —  $ 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 Call/Put Option Pricing The fair value of the embedded derivatives in the convertible notes as of December 31, 2022 was valued using a Monte-Carlo model and was based upon the following management assumptions: December 31, 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
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 2016-13 2016-13 2019-04, 2016-13. adopted Recent Accounting Pronouncements On September 30, 2022, the FASB issued ASU 2022-03, 2022-03 2022-03

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Summary of Goodwill	As of December 31, 2023, the goodwill associated with the AxoBio Acquisition, as shown below, is classified as a component of assets available for sale in the accompanying consolidated balance sheets. Balance as of January 1, 2023 $ —  AxoBio Acquisition 19,188,278 Balance as of December 31, 2023 $ 19,188,278
Summary of Securities that were Excluded from the Diluted Per Share	Potentially dilutive securities, which are not included in diluted weighted average shares outstanding for the periods ended December 31, 2023 and 2022, consist of the following (in common stock equivalents): December 31, 2023 2022 Series A Preferred Stock (if converted) 4,243,000 —  Stock Options 1,689,765 2,235,313 Public Warrants 4,638,454 3,870,524 Series A Preferred Stock (if converted) —  2,010,728 Series B Preferred Stock (if converted) —  2,817,886 Series C-1 —  89,264 Series C-2 —  5,857,512 Preferred Stock Warrants —  164,894 Convertible Notes (if converted) —  777,062 Total 10,571,219 17,823,183
Schedule of Other Financial Assets and Liabilities Recorded in Balance Sheet at Fair Value	Other financial assets and liabilities as of December 31, 2023 and 2022 are categorized based on a hierarchy of inputs as follows: December 31, 2023 December 31, 2022 Fair Value Carrying Estimated Carrying Estimated Input Value Fair Value Value Fair Value Hierarchy Forward purchase agreement $ 5,700,451 $ 5,700,451 $ —  $ —  Level 3 SBA Loan 1,505,070 1,498,000 —  —  Level 2 Derivati —  —  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 year ended December 31, 2023 are as follows: Fair Value Measurements Using Significant Unobservable Inputs (Level 3) Forward Derivative Earnout Balance, beginning of year $ —  $ 826,980 $ —  Initial recognition 15,968,581 —  13,482,292 Change in fair value (10,268,130 ) (826,980 ) 38,093 Balance, end of period $ 5,700,451 $ —  $ 13,520,385
Schedule of Fair Value of the Overallotment Liability	The fair value of the embedded derivatives in the convertible notes as of December 31, 2022 was valued using a Monte-Carlo model and was based upon the following management assumptions: December 31, 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)	12 Months Ended
	Dec. 31, 2023
Business Combinations [Abstract]
Summary of Fair Value of the Purchase Consideration Transferred	The fair value of the purchase consideration transferred in the AxoBio Acquisition was as follows: Common Stock - 3,845,337 shares $ 11,270,683 Series A Convertible Voting Preferred Stock - 4,243 shares 10,382,107 Earnout 13,482,292 Deferred Consideration 8,000,000 Total estimated value of consideration transferred $ 43,135,082
Summary of Allocation of the Purchase Price	The allocation of the purchase price is as follows: Total estimated value of consideration transferred $ 43,135,082 Cash and cash equivalents 662,997 Accounts receivable 18,296,000 Prepaid expenses 170,604 Inventories 10,600,000 Property and equipment 81,846 Intangible assets 23,260,000 Total assets 53,071,447 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 7,711,627 Net assets to be acquired 23,946,804 Goodwill $ 19,188,278
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 Year ended December 31, 2023 2022 Revenue included in discontinued operations in the consolidated statements of operations $ 4,456,816 $ —  Add: AxoBio revenue not reflected in the consolidated statements of operations 26,020,319 39,896,998 Unaudited pro forma revenue $ 30,477,135 $ 39,896,998 Year ended December 31, 2023 2022 Net loss from consolidated statements of operations $ (15,445,087 ) $ (9,051,334 ) Add: AxoBio net income (loss) not reflected in the consolidated statements of operations, less pro forma adjustments described below (1) 950,126 (7,949,016 ) Unaudited pro forma net loss $ (14,494,961 ) $ (17,000,350 ) (1) An adjustment to reflect additional amortization of $1,700,000 and $2,500,000 for the period from January 1, 2023 through the Merger Closing Date and the year ended December 31, 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 year ended December 31, 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)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property Plant and Equipment Include In Continuing Operations	Property and equipment included in continuing operations consist of the following: December 31, 2023 2022 Continuing Discontinued Continuing Lab equipment $ 696,648 $ 216,210 $ 666,178 Leasehold improvements 115,333 —  115,333 Furniture and fixtures 3,580 30,057 3,579 815,561 246,267 785,090 Less: accumulated depreciation (622,715 ) (182,883 ) (530,116 ) Property and equipment, net $ 192,846 $ 63,384 $ 254,974

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of Intangible Assets	Intangible assets and the related accumulated amortization consist of the following at December 31, 2023: Amortization Period Gross Value Accumulated Amortization Net Book Value Continuing operations: Patents 16 years $ 70,746 $ 46,559 $ 24,187 Discontinued operations: Customer contracts 20 years $ 12,170,000 $ 337,313 $ 11,832,687 Trade name 7 years 2,220,000 132,143 2,087,857 Intellectual property 7 years 8,870,000 527,976 8,342,024 $ 23,260,000 $ 997,432 $ 22,262,568 Intangible assets and the related accumulated amortization consist of the following at December 31, 2022: Amortization Period Gross Value Accumulated Amortization Net Book Value Continuing operations: Patents 16 years $ 70,746 $ 42,044 $ 28,702
Summary of Amortization Expense Related to Intangible Assets	Amortization expense related to the Company’s intangible assets for future years is as follows: Continuing Discontinued 2024 $ 4,528 $ 2,648,741 2025 4,516 2,679,576 2026 4,516 2,715,903 2027 4,090 2,690,449 2028 2,451 2,622,896 Thereafter 4,086 8,905,003 $ 24,187 $ 22,262,568

Accrued Expenses and Other Li_2

Accrued Expenses and Other Liabilities (Tables)	12 Months Ended
	Dec. 31, 2023
Accrued Liabilities and Other Liabilities [Abstract]
Schedule of Accrued Expenses and Other Liabilities	Accrued expenses and other liabilities consist of the following amounts: December 31, 2023 2022 Continuing Discontinued Continuing Accrued compensation $ 790,332 $ —  $ 916,934 Accrued severance 452,579 —  —  Accrued stock-based compensation 48,698 —  —  Other accrued expenses 303,825 468,652 27,639 Accrued expenses and other liabilities $ 1,595,434 $ 468,652 $ 944,573

Leases (Tables)

Leases (Tables)	12 Months Ended
	Dec. 31, 2023
Leases [Abstract]
Summary of Net Lease Cost and Other Supplemental Lease Information	The following table presents net lease cost and other supplemental lease information: December 31, 2023 2022 Lease cost: Operating lease cost $ 27,675 $ 201,400 Short term lease cost —  —  Net lease cost 27,675 2,022 Cash paid for operating lease liabilities $ (109,379 ) $ (204,930 )
Schedule of Estimated Future Minimum Lease Payments, Excluding Non-Lease Components	As of December 31, 2023, the estimated future minimum lease payments, excluding non-lease Operating Fiscal Year Leases 2024 $ 204,930 2025 204,930 2026 204,930 2027 204,930 2028 204,930 Total future minimum annual lease payments 1,024,650 Less: Imputed interest (176,799 ) Present value of lease liabilities $ 847,851

Mezzanine Equity And Stockhol_2

Mezzanine Equity And Stockholders' Equity (Deficit) (Tables)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
Schedule of Convertible Preferred Stock	As of December 31, 2022, Convertible Preferred Stock consisted of the following: Authorized Issued and Carrying Liquidation Issuance 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 3,436,863 426,732 772,028 772,028 2.54 Series C-2 6,011,960 5,857,512 15,904,275 15,904,275 2.15
Summary Of Information Related To Common Stock Warrants	The following table presents information related to Common Stock warrants for the year ended December 31, 2023. Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life in Intrinsic Warrants Price Years Value Outstanding and exercisable, December 31, 2022 644,980 $ 2.08 5.03 $ —  Warrants issued 16,489 14.20 Public Warrants assumed in Business Combination 3,976,985 11.50 Outstanding and exercisable, December 31, 2023 4,638,454 $ 10.20 4.62 $ 1,382,919
Summary of Option Activity	A summary of the option activity during the year ended December 31, 2023 is presented below: Number of Weighted Weighted Aggregate Outstanding, December 31, 2022 2,235,313 $ 2.12 8.07 $ 1,083,492 Granted 1,504,638 2.92 Exercised (21,158 ) 1.94 Expired/Cancelled (2,029,028 ) 2.21 Outstanding, December 31, 2023 1,689,765 $ 2.72 9.00 $ 1,850,397 Vested/Exercisable, December 31, 2023 283,438 $ 2.06 6.18 $ 496,063
Schedule of Assumptions used in Black Scholes Option Pricing Model	The weighted average fair value of the options granted during the year ended December 31, 2023 was based on a Black Scholes option pricing model using the following assumptions: Expected volatility 70% - 76% Expected term of option 6.0 - 7.0 Range of risk-free interest rate 3.6% - 3.8% Dividend yield 0%

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Components of Income Tax Rate	The components of the Company’s income tax rate for the years ended December 31, 2023 and 2022 are as follows: Year Ended December 31, 2023 2022 U.S. federal statutory rate 21.0 % 21.0 % Effects of: State taxes, net of federal benefit —  % 7.9 % Stock-based compensation (4.0 )% (0.4 )% Research and development expenses, net (3.5 )% (6.4 )% Capitalized transaction costs (9.8 )% —  % Loss on forward purchase agreement 13.7 % Gain on loan forgiveness —  % (2.5 )% Net operating loss true-up —  % 2.6 % Other (3.8 )% (0.2 )% Valuation allowance (13.6 )% (22.0 )% Effective rate —  % —  %
Significant Components of Deferred Tax Assets	Significant components of the Company’s deferred tax assets as of December 31, 2023 and 2022 are summarized below. December 31, 2023 2022 Deferred income tax assets: Net operating losses $ 8,775,098 $ 7,642,000 Accrued interest 1,845,473 747,000 Federal research and development tax credits 68,106 113,000 Amortization of research expense 635,669 585,000 Right of use asset 4,676 29,000 Non-qualified 404,327 263,000 Accrued compensation 357,171 271,000 Change in fair value of forward purchase agreement 2,485,388 —  Capitalization of start-up 351,383 Accrual to cash and other 548,665 —  Change in fair value of earnout liability (3,353,181 ) Change in fair value of derivative liabilities —  275,000 Gross deferred tax asset 12,122,775 9,925,000 Valuation allowance (12,122,775 ) (9,925,000 ) Net deferred income tax assets $ —  $ —

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
	Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]
Schedule of Discontinued Operations	On March 20, 2024, the Company entered into the Purchase Agreement to sell AxoBio and closed on such sale on March 26, 2024 as detailed in Note 1. The assets and liabilities of AxoBio are classified as available for sale in the accompanying consolidated balance sheets and consist of the following: December 31, 2023 2022 Assets available for sale Cash and cash equivalents $ 804,277 $ —  Accounts receivable, net 7,713,600 —  Prepaid expenses 251,086 —  Inventories 3,038,179 —  Property and equipment, net 63,384 —  Intangible assets, net 22,262,568 —  Goodwill 19,188,278 —  Total assets available for sale $ 53,321,372 $ —  Liabilities available for sale Accounts payable $ 8,520,243 $ —  Accrued interest 134,961 —  Accrued interest, related party 98,982 —  Other accrued expenses 468,652 —  Loans payable, current 1,505,070 —  Related party loans, current 5,610,000 —  Earnout liability 8,000,000 —  Deferred income taxes 5,536,923 —  Total liabilities available for sale $ 29,874,831 $ —  The significant components of discontinued operations in the accompanying consolidated statements of income are as follows: Year Ended December 31, 2023 2022 Revenue $ 4,456,816 $ —  Cost of sales 3,620,651 —  Gross profit 836,165 —  Operating expenses: Selling and marketing 6,829,520 —  Research and development 403,616 —  General and administrative 2,525,715 —  Depreciation and amortization 1,015,894 —  Total operating expenses 10,774,745 —  Loss from operations (9,938,580 ) —  Other income (expense): Other income 7 —  Amortization of debt discount (7,070 ) Interest expense, related party (164,611 ) —  Interest expense (32,221 ) —  Inventory write-down (4,754,357 ) —  Change in fair value of earnout liability 13,482,292 —  Total other (expense) income 8,524,040 —  Loss before income taxes (1,414,540 ) —  Income tax benefit, deferred 2,174,705 —  Discontinued operations, net $ 760,165 $ —

Nature of the Organization an_2

Nature of the Organization and Business - Additional Information (Detail)	Mar. 20, 2024 USD ($)	Aug. 09, 2023 USD ($) $ / shares shares	Jul. 14, 2023 $ / shares	Jul. 11, 2023 USD ($) shares	Jul. 09, 2023 USD ($) $ / shares $ / USN shares	Dec. 31, 2023 $ / shares shares	Jul. 15, 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		$ 0.001
Common stock, shares, issued						23,090,585		896,580
Common stock, shares, outstanding						23,090,585	19,236,305	896,580
Temporary equity, redemption price per share | $ / shares					$ 10.28
Temporary equity, aggregate redemption price | $					$ 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 | $ / USN					11.5
Public Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Exercise price of warrant | $ / shares						$ 11.5
Sponsor [Member] | Private Placement Warrants [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Class of warrants or rights issued during the period				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
Subsequent Event [Member] | Axolotl Biologix Disposition [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Cancellation of notes payable aggregate principal amount | $	$ 8,000,000
Subsequent Event [Member] | Axobio Membership Interest Purchase Agreement [Member] | Axolotl Biologix Disposition [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Transactions contemplated date of closed	Mar. 26, 2024
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]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par or stated value per share | $ / shares			$ 0.0001
Common Class A [Member] | IPO [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, shares, new issues					12,586,223
Common Class A [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, shares, issued				15,444,103
Common stock, shares, outstanding				15,444,103
Common Class A [Member] | Meteora [Member] | Forward Purchase Agreement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, shares, new issues					1,705,959
Common Class B [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, par or stated value per share | $ / shares			$ 0.0001
Common Class B [Member] | Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Common stock, shares, issued				3,861,026
Common stock, shares, outstanding				3,861,026
Common Stock [Member] | Forward Purchase Agreement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Temporary equity, shares outstanding					100,000
Legacy Carmell Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Exchange ratio			0.06154
Cash Earnout [Member] | Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, contingent consideration, liability | $		$ 9,000,000
AxoBio [Member] | AxoBio Merger Agreement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Payments to acquire businesses, gross | $		$ 8,000,000
Common stock, par or stated value per share | $ / shares		$ 0.001
Closing date of merger agreement		Jul. 26, 2023
AxoBio [Member] | Common Stock [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Stock issued during period, shares, new issues		3,845,337
AxoBio [Member] | Common Stock [Member] | Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, contingent consideration, liability | $		$ 66,000,000
AxoBio [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		4,243
AxoBio [Member] | Cash Earnout [Member] | AxoBio Merger Agreement [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, contingent consideration, liability | $		$ 9,000,000
AxoBio [Member] | Cash Earnout [Member] | Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements [Line Items]
Business combination, contingent consideration, liability | $		9,000,000
AxoBio [Member] | Performance Based Shares Earnout [Member] | AxoBio 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	5 Months Ended	12 Months Ended
	Aug. 09, 2023 USD ($) shares	Jul. 09, 2023	Oct. 31, 2022 USD ($)	Dec. 31, 2023 USD ($) yr	Dec. 31, 2023 USD ($) yr Segment	Dec. 31, 2022 USD ($)
Number of operating segments | Segment					1
Cash in excess of federally insured limits from continuing operations				$ 2,518,378	$ 2,518,378
Cash in excess of federally insured limits from discontinued operations				554,277	554,277
Cash equivalents				30,000	30,000	$ 0
Loss on the write-down					4,754,357
Reserve for inventory obsolescense				0	0
Capitalized offering costs wrote off			$ 1,278,062
Deferred offering costs						394,147
Goodwill or intangible asset impairment charges recognized					0	0
Change in the fair value of the earnout liability					13,482,292
Services accounted for consideration payable and reduction of transaction price				440,784	$ 440,784
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.
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
Sales and marketing expenses				6,829,520
Severance unpaid				$ 452,579	$ 452,579
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]		Valuation Technique, Option Pricing Model [Member]		Valuation Technique, Option Pricing Model [Member]	Valuation Technique, Option Pricing Model [Member]
Derivative Asset, term		1 year
Forward Purchase Agreement [Member] | Level 3 [Member] | Share Price [Member]
Derivative Asset, Measurement Input				3.81	3.81
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		0.1295	0.1295
Forward Purchase Agreement [Member] | Level 3 [Member] | Expected Term (years) [Member]
Derivative Asset, Measurement Input | yr				0.54	0.54
Series A Convertible Voting Preferred Stock [Member]
Stock issued to Puritan to rescind Acceleration Notice (in Shares) | shares	4,243
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] | Common Stock [Member]
Performance-based earn-outs liability	$ 66,000,000
Maximum [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 [Member]
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 - Concentrations - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2023 Customer
Product Concentration Risk [Member] | Revenue [Member] | Amnion Allograft Product [Member] | Axolotl Biologix Acquisition [Member]
Product Information [Line Items]
Concentrations of risk percentage	100%
Product Concentration Risk [Member] | Revenue [Member] | Amnion Allograft Product [Member] | Pinnacle Transplant Technologies [Member]
Product Information [Line Items]
Concentrations of risk percentage	100%
Customer One [Member] | Customer Concentration Risk [Member]
Product Information [Line Items]
Number of Customers	1
Customer One [Member] | Customer Concentration Risk [Member] | Revenue [Member]
Product Information [Line Items]
Concentrations of risk percentage	100%
Customer One [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]
Product Information [Line Items]
Concentrations of risk percentage	100%

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Summary of Goodwill (Detail)	12 Months Ended
	Dec. 31, 2023 USD ($)
Goodwill [Line Items]
Goodwill, Ending Balance	$ 19,188,278
AxoBio Acquisition [Member]
Goodwill [Line Items]
AxoBio Acquisition	$ 19,188,278

Summary of Significant Accoun_7

Summary of Significant Accounting Policies - Summary of the Securities that were Excluded from the Diluted Per Share (Detail) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	10,571,219	17,823,183
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	1,689,765	2,235,313
Public Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,638,454	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_8

Summary of Significant Accounting Policies - Schedule of Other Financial Assets and Liabilities Recorded in Balance Sheet at Fair Value (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Forward purchase agreement	$ 5,700,451	$ 0
Level 2 [Member] | Carrying Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
SBA Loan	1,505,070	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	5,700,451	0
Derivative Liabilities	$ 0	$ 826,980
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Instruments and Hedges, Liabilities	Derivative Instruments and Hedges, Liabilities
Level 3 [Member] | Estimated Fair Value [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Forward purchase agreement	$ 5,700,451	$ 0
Derivative Liabilities	$ 0	$ 826,980
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Instruments and Hedges, Liabilities	Derivative Instruments and Hedges, Liabilities

Summary of Significant Accoun_9

Summary of Significant Accounting Policies - Schedule of Changes in Fair Value of Level 3 Financial Assets and Liabilities (Detail)	12 Months Ended
	Dec. 31, 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	(10,268,130)
Balance, end of period, Assets	5,700,451
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 Accou_10

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]	Dec. 31, 2022 USD ($) yr
Stock price [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input | $	2.6
Expected Term (years) [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input | yr	0.04
Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	55.1
Risk-free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	4.38
Probability of Qualified Financing or IPO [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	50
Probability of a Change in Control Event [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Embedded derivative liability, measurement input	10

Business Combinations - Additio

Business Combinations - Additional Information (Detail)	Aug. 09, 2023 USD ($) $ / shares
Maximum [Member] | Cash Earnout [Member]
Business Acquisition [Line Items]
Contingent liabilities (see Note 9)	$ 9,000,000
AxoBio [Member]
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	$ 502,000
AxoBio [Member] | Trade Name [Member]
Business Acquisition [Line Items]
Expected useful life	7 years
AxoBio [Member] | Intellectual Property [Member]
Business Acquisition [Line Items]
Expected useful life	7 years
AxoBio [Member] | Maximum [Member] | Cash Earnout [Member]
Business Acquisition [Line Items]
Contingent liabilities (see Note 9)	$ 9,000,000
AxoBio [Member] | Maximum [Member] | Common Stock [Member]
Business Acquisition [Line Items]
Contingent liabilities (see Note 9)	$ 66,000,000
Series A Preferred Stock [Member] | AxoBio [Member]
Business Acquisition [Line Items]
Estimated fair value per share | $ / shares	$ 2,447

Business Combinations - Summary

Business Combinations - Summary of Fair Value of Purchase Consideration Transferred (Detail) - AxoBio [Member]	Aug. 09, 2023 USD ($)
Business Acquisition [Line Items]
Earnout	$ 13,482,292
Deferred Consideration	8,000,000
Total estimated value of consideration transferred	43,135,082
Series A Convertible Voting Preferred Stock [Member]
Business Acquisition [Line Items]
Shares issued	10,382,107
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) (Detail) - AxoBio [Member]	Aug. 09, 2023 shares
Series A Convertible Voting Preferred Stock [Member]
Business Acquisition [Line Items]
Number of shares issued at acquisition	4,243
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 (Detail) - USD ($)	Dec. 31, 2023	Aug. 09, 2023
Business Acquisition [Line Items]
Goodwill	$ 19,188,278
AxoBio [Member]
Business Acquisition [Line Items]
Total estimated value of consideration transferred		$ 43,135,082
Cash and cash equivalents		662,997
Accounts receivable		18,296,000
Prepaid expenses		170,604
Inventories		10,600,000
Property and equipment		81,846
Intangible assets		23,260,000
Total assets		53,071,447
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		7,711,627
Net assets to be acquired		23,946,804
Goodwill		$ 19,188,278

Business Combinations - Summa_4

Business Combinations - Summary of Business Combinations Unaudited Pro Froma Statements of Operations (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Net loss from consolidated statements of operations	$ (15,445,087)	$ (9,051,334)
AxoBio [Member]
Business Acquisition [Line Items]
Revenue included in discontinued operations in the consolidated statements of operations	4,456,816
Add: AxoBio revenue not reflected in the consolidated statements of operations	26,020,319	39,896,998
Unaudited pro forma revenue	30,477,135	39,896,998
Net loss from consolidated statements of operations	(15,445,087)	(9,051,334)
Add: AxoBio net income (loss) not reflected in the consolidated statements of operations	950,126	(7,949,016)
Unaudited pro forma net loss	$ (14,494,961)	$ (17,000,350)

Business Combinations - Summa_5

Business Combinations - Summary of Business Combinations Unaudited Pro Froma Statements of Operations (Parenthetical) (Detail) - AxoBio [Member] - USD ($)	7 Months Ended	12 Months Ended
	Aug. 09, 2023	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Additional amortization	$ 1,700,000		$ 2,500,000
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	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Cash		$ 2,912,461	$ 128,149
Accumulated deficit		(58,503,401)	(42,382,291)
Net cash used in operating activities		8,348,208	3,428,707
Net loss from continuing operations		$ (16,205,252)	$ (9,051,334)
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 Include In Continuing Operations (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property Plant And Equipment
Less: accumulated depreciation	$ (622,714)	$ (530,116)
Property and equipment, net	192,846	254,974
Continuing Operations [Member]
Property Plant And Equipment
Property and equipment, gross	815,561	785,090
Less: accumulated depreciation	(622,715)	(530,116)
Property and equipment, net	192,846	254,974
Discontinued Operations [Member]
Property Plant And Equipment
Property and equipment, gross	246,267
Less: accumulated depreciation	(182,883)
Property and equipment, net	63,384
Lab Equipment [Member] | Continuing Operations [Member]
Property Plant And Equipment
Property and equipment, gross	696,648	666,178
Lab Equipment [Member] | Discontinued Operations [Member]
Property Plant And Equipment
Property and equipment, gross	216,210
Leasehold Improvements [Member] | Continuing Operations [Member]
Property Plant And Equipment
Property and equipment, gross	115,333	115,333
Furniture and Fixtures [Member] | Continuing Operations [Member]
Property Plant And Equipment
Property and equipment, gross	3,580	$ 3,579
Furniture and Fixtures [Member] | Discontinued Operations [Member]
Property Plant And Equipment
Property and equipment, gross	$ 30,057

Property and Equipment - Additi

Property and Equipment - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Continuing Operations [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 92,598	$ 89,782
Discontinued Operations [Member]
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 18,462

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2023 USD ($) ReportingUnit	Dec. 31, 2022 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross patent costs	$ 70,746	$ 70,746
Goodwill	$ 19,188,278
Number of reporting units | ReportingUnit	1
Continuing Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	$ 4,515	$ 4,516
Discontinued Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization expense	997,432
AxBio [Member]
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 19,188,278

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Summary of Intangible Assets (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Accumulated Amortization	$ 46,560	$ 42,044
Net Book Value	24,187	$ 28,702
Continuing Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Net Book Value	24,187
Discontinued Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Value	23,260,000
Accumulated Amortization	997,432
Net Book Value	$ 22,262,568
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	16 years
Patents [Member] | Continuing Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	16 years	16 years
Gross Carrying Value	$ 70,746	$ 70,746
Accumulated Amortization	46,559	42,044
Net Book Value	$ 24,187	$ 28,702
Customer Contracts [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	20 years
Customer Contracts [Member] | Discontinued Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	20 years
Gross Carrying Value	$ 12,170,000
Accumulated Amortization	337,313
Net Book Value	$ 11,832,687
Trade Name [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	7 years
Trade Name [Member] | Discontinued Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	7 years
Gross Carrying Value	$ 2,220,000
Accumulated Amortization	132,143
Net Book Value	$ 2,087,857
Intellectual Property [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	7 years
Intellectual Property [Member] | Discontinued Operations [Member]
Finite-Lived Intangible Assets [Line Items]
Amortization Period	7 years
Gross Carrying Value	$ 8,870,000
Accumulated Amortization	527,976
Net Book Value	$ 8,342,024

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Summary of Amortization Expense Related to Intangible Assets (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Net Book Value	$ 24,187	$ 28,702
Continuing Operations [Member]
Finite-Lived Intangible Assets [Line Items]
2024	4,528
2025	4,516
2026	4,516
2027	4,090
2028	2,451
Thereafter	4,086
Net Book Value	24,187
Discontinued Operations [Member]
Finite-Lived Intangible Assets [Line Items]
2024	2,648,741
2025	2,679,576
2026	2,715,903
2027	2,690,449
2028	2,622,896
Thereafter	8,905,003
Net Book Value	$ 22,262,568

Accrued Expenses and Other Li_3

Accrued Expenses and Other Liabilities - Schedule Of Accrued Expenses and Other Liabilities (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accrued Expenses And Other Liabilities [Line items]
Accrued severance	$ 452,579
Continuing Operations [Member]
Accrued Expenses And Other Liabilities [Line items]
Accrued compensation	790,332	$ 916,934
Accrued severance	452,579	0
Accrued stock-based compensation	48,698	0
Other accrued expenses	303,825	27,639
Accrued expenses and other liabilities	1,595,434	$ 944,573
Discontinued Operations [Member]
Accrued Expenses And Other Liabilities [Line items]
Other accrued expenses	468,652
Accrued expenses and other liabilities	$ 468,652

Debt - Additional information (

Debt - Additional information (Detail)					1 Months Ended	5 Months Ended		11 Months Ended	12 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 ($)	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Aug. 09, 2023 USD ($)	Dec. 19, 2022 USD ($) $ / shares	Dec. 31, 2021	Sep. 24, 2020 USD ($)
Debt Instrument [Line Items]
Amortization of debt discount									$ 35,513	$ 2,044,241
Conversion Date		Sep. 23, 2022
Common stock, shares, issued | shares						23,090,585	896,580	896,580	23,090,585	896,580
Debt instrument maturity and payable year									2024
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									164,611
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									$ 2,649,874
Class of warrants or rights term				5 years
Fair value of derivative upon conversion of convertible debt							$ 1,110,459	$ 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	$ 570,312
Percentage of increasing in outstanding principal			25%				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
Debt instrument, term									1 year
Debt conversion, converted instrument, warrants or options issued | shares									16,489
Notes fair value						$ 55,062			$ 55,062
Unamortized debt discount						$ 19,549			19,549
Amortization of debt discount									$ 33,513
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%
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
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		$ 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
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										356,196
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%
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										1,099,770
Write off of debt issuance costs		57,921
Fair value of shares issued upon conversion of convertible debt		5,717,377
Interest expense incurred										222,906
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										$ 1,206
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
U.S. Small Business Administration (SBA) Loan [Member]
Debt Instrument [Line Items]
Debt instrument monthly payment	$ 9,953
Debt instrument, term	30 years
Unamortized debt discount						$ 494,930			$ 494,930		$ 502,000
Amortization of debt discount						$ 7,070
Interest Rate						3.75%			3.75%
Debt instrument accrued interest						$ 134,961			$ 134,961		113,476
Interest expense incurred						31,438
Fair value											1,498,000
Outstanding loan						2,000,000			2,000,000		$ 2,000,000
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									33,527
Outstanding loan						$ 459,647			$ 459,647

Leases - Additional Information

Leases - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2023 Lease
Leases [Abstract]
Number of office leases	2
Lease expiration date	Dec. 31, 2028
Weighted average remaining term	5 years
Weighted average incremental borrowing rate	8%

Leases - Summary of Net Lease C

Leases - Summary of Net Lease Cost and Other Supplemental Lease Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Lease cost:
Operating lease cost	$ 27,675	$ 201,400
Short term lease cost	0	0
Net lease cost	27,675	2,022
Cash paid for operating lease liabilities	$ (109,379)	$ (204,930)

Leases - Schedule of Estimated

Leases - Schedule of Estimated Future Minimum Lease Payments, Excluding Non-Lease Components (Detail)	Dec. 31, 2023 USD ($)
Leases [Abstract]
2024	$ 204,930
2025	204,930
2026	204,930
2027	204,930
2028	204,930
Total future minimum annual lease payments	1,024,650
Less: Imputed interest	(176,799)
Present value of lease liabilities	$ 847,851

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Detail) - USD ($)			12 Months Ended
	Nov. 08, 2023	Jan. 30, 2008	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2011
Loss Contingencies [Line Items]
Common stock shares issued			23,090,585	896,580
Carnegie Mellon University [Member] | Amended License Agreement [Member]
Loss Contingencies [Line Items]
Stock shares issued during the period shares		66,913			98,938
Royalities payable percentage		2.07%
Sublicense fees payment percentage		25%
Payments due period		60 days
Overdue payments interest rate		4%
Reimbursment of expenses			$ 0	$ 0
Reimbursment of expenses payable			0	$ 0
January 2022 convertible notes [Member]
Loss Contingencies [Line Items]
Additional payment of principal and interest			$ 600,000
Common stock shares issued			25,000
Puritan [Member] | January 2022 convertible notes [Member]
Loss Contingencies [Line Items]
Alleged cash amount for repurchase of convertible note warrants			$ 1,914,123
Total claim amount			4,050,000
Proceeds from loan			$ 1,000,000
Pending Litigation [Member] | Breach of Obligations [Member]
Loss Contingencies [Line Items]
Litigation filed date	November 8, 2023
Litigation plaintiff name	Puritan Partners LLC
Puritan Partners LLC [Member] | Convertible Notes and Convertible Note Warrants [Member] | Pending Litigation [Member] | Breach of Obligations [Member]
Loss Contingencies [Line Items]
Total claim amount	$ 2,725,000
Number of freely tradeable shares	25,000

Profit-Sharing Plan - Additiona

Profit-Sharing Plan - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 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 401(k) profit- sharing plans during the years ended December 31, 2023 and 2022.
401(k) Profit sharing plans, employer contribution	$ 0	$ 0

Mezzanine Equity And Stockhol_3

Mezzanine Equity And Stockholders' Equity (Deficit) - Additional Information (Detail) - USD ($)		1 Months Ended	6 Months Ended	12 Months Ended
	Aug. 09, 2023	Jul. 31, 2023	Jul. 13, 2023	Dec. 31, 2023	Dec. 31, 2022	Jul. 15, 2023	Jul. 14, 2023	Dec. 31, 2021
Class of Stock [Line Items]
Common stock shares issued				23,090,585	896,580
Common stock shares authorized				250,000,000	240,000,000
Common stock, shares, outstanding				23,090,585	896,580	19,236,305
Percentage of outstanding common stock				19.90%
Share based compensation				$ 667,682	$ 609,891
Unrecognized compensation expense				$ 2,597,602
Estimated weighted average period over which expense is expected to be recognized				3 years 29 days
Public Warrants [Member]
Class of Stock [Line Items]
Class of warrant or right, exercise price of warrants or rights				$ 11.5
Legacy Carmell [Member]
Class of Stock [Line Items]
Common stock shares issued							12,053,517
Series A Preferred Stock [Member] | Axolotl Acquisition [Member]
Class of Stock [Line Items]
Stock shares issued during the period shares	4,243
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity accrued dividends					3,254,803
Temporary equity accretion of dividends during the period			$ 164,510
Series C-1 Convertible 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 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Temporary equity accrued dividends					$ 239,104
Temporary equity accretion of dividends during the period			$ 470,962
Series A, C-1 and C-2 Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Cumulative dividends rate per annum					7%
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 year-end and (b) such smaller number of shares as determined by the Board or compensation committee, and (iii) the shares of Common Stock subject to 2009 Plan awards, to the extent those shares are added into the 2023 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]
Stock shares issued during the period shares		1,500,000
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]
Share based compensation arrangement by share based payment award maximum stock issued description				The maximum number of shares of 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 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.
Common Stock [Member]
Class of Stock [Line Items]
Convertible preferred stock, shares issued upon conversion				1,000
Common Stock Warrants [Member]
Class of Stock [Line Items]
Class of warrant or right, exercise price of warrants or rights				$ 10.2				$ 2.08
Warrants and rights outstanding term				5 years
Warrants issued				16,489

Mezzanine Equity And Stockhol_4

Mezzanine Equity And Stockholders' Equity (Deficit) - Redeemable Convertible Preferred Stock (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Series A 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		$ 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		$ 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		$ 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		$ 2.15

Mezzanine Equity And Stockhol_5

Mezzanine Equity And Stockholders' Equity (Deficit) - Summary Of Information Related To Common Stock Warrants (Detail) - Common Stock Warrants [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Class of Warrant or Right [Line Items]
Number of warrants outstanding and exercisable, beginning balance	644,980
Number of warrants issued	16,489
Number of warrants outstanding and exercisable, ending balance	4,638,454	644,980
Weighted average exercise price, outstanding and exercisable, beginning balance		$ 2.08
Weighted average exercise price, warrants issued	$ 14.2
Weighted average exercise price, outstanding and exercisable, ending balance	$ 10.2
Weighted average remaining contractual life in years, outstanding and exercisable	4 years 7 months 13 days	5 years 10 days
Aggregate intrinsic value of warrants outstanding and exercisable	$ 1,382,919
Public Warrants Assumed in Business Combination [Member]
Class of Warrant or Right [Line Items]
Number of warrants issued	3,976,985
Weighted average exercise price, warrants issued	$ 11.5

Mezzanine Equity And Stockhol_6

Mezzanine Equity And Stockholders' Equity (Deficit) - Summary of Option Activity (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Number of options, outstanding, beginning balance	2,235,313
Number of options, granted	1,504,638
Number of options, exercised	(21,158)
Number of options, expired/cancelled	(2,029,028)
Number of options, outstanding, ending balance	1,689,765	2,235,313
Number of options, vested/exercisable, ending balance	283,438
Weighted average exercise price, outstanding, beginning balance	$ 2.12
Weighted average exercise price granted	2.92
Weighted average exercise price, exercised	1.94
Weighted average exercise price, expired/cancelled	2.21
Weighted average exercise price, outstanding, ending balance	2.72	$ 2.12
Weighted average exercise price, vested/exercisable, ending balance	$ 2.06
Options outstanding, weighted average remaining life in years	9 years	8 years 25 days
Options vested/exercisable, Weighted average remaining life in years	6 years 2 months 4 days
Aggregate intrinsic value, options outstanding, beginning balance	$ 1,083,492
Aggregate intrinsic value, options outstanding, ending balance	1,850,397	$ 1,083,492
Aggregate intrinsic value, Options vested/exercisable	$ 496,063

Mezzanine Equity And Stockhol_7

Mezzanine Equity And Stockholders' Equity (Deficit) - Schedule of Assumptions used in Black Scholes Option Pricing Model (Detail)	12 Months Ended
	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility rate, Minimum	70%
Expected volatility rate, Maximum	76%
Range of risk-free interest rate, Minimum	3.60%
Range of risk-free interest rate, Maximum	3.80%
Dividend yield	0%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term of option	7 years
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term of option	6 years

Other Related Party Transacti_2

Other Related Party Transactions - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2023 USD ($)
Related Party Transaction [Line Items]
Payable to related party	$ 8,650
Ortho Ex [Member]
Related Party Transaction [Line Items]
Related party expense	41,752
Ortho Spine [Member]
Related Party Transaction [Line Items]
Related party expense	$ 79,167

Income Taxes - Components of In

Income Taxes - Components of Income Tax Rate (Detail)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	21%	21%
State taxes, net of federal benefit	0%	7.90%
Stock based compensation	(4.00%)	(0.40%)
Research and development expenses, net	(3.50%)	(6.40%)
Capitalized transaction costs	(9.80%)	0%
Loss on forward purchase agreement	13.70%
Gain on loan forgiveness	0%	(2.50%)
Net operating loss true-up	0%	2.60%
Other	(3.80%)	(0.20%)
Valuation allowance	(13.60%)	(22.00%)
Effective rate	0%	0%

Income Taxes - Significant Comp

Income Taxes - Significant Components of Deferred Tax Assets (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Deferred income tax assets:
Net operating losses	$ 8,775,098	$ 7,642,000
Accrued interest	1,845,473	747,000
Federal research and development tax credits	68,106	113,000
Amortization of research expense	635,669	585,000
Right of use asset	4,676	29,000
Non-qualified deferred compensation	404,327	263,000
Accrued compensation	357,171	271,000
Change in fair value of forward purchase agreement	2,485,388	0
Capitalization of start-up costs	351,383
Accrual to cash and other	548,665	0
Change in fair value of earnout liability	(3,353,181)
Change in fair value of derivative liabilities	0	275,000
Gross deferred tax asset	12,122,775	9,925,000
Valuation allowance	(12,122,775)	(9,925,000)
Net deferred income tax assets	$ 0	$ 0

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2017
Income Taxes [Line Items]
Net operating loss carryovers	$ 23,100,000
Federal net operating loss carryforwards	31,300,000	$ 25,700,000	$ 8,200,000
State net operating loss carryforwards	30,900,000	29,900,000
Change in valuation allowance	$ 2,198,000	$ 2,323,000
Tax Year 2028 [Member]
Income Taxes [Line Items]
Operating loss carryforwards, limitations on use	operating loss carryforwards, which expire after twenty years and begin to expire starting in 2028.
Tax Year 2023 [Member]
Income Taxes [Line Items]
Tax credit carryforward, amount	$ 56,000
Research Tax Credit Carryforward [Member] | Domestic Tax Authority [Member]
Income Taxes [Line Items]
Tax credit carryforward, amount	$ 68,000
Tax credit carryforward, limitations on use	federal research and development credit carryovers, which expire after twenty years and begin to expire starting in 2042

Discontinued Operations - Summa

Discontinued Operations - Summary of Assets and Liabilities Classified as Available For Sale (Detail) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Assets available for sale
Total assets available for sale	$ 53,321,372	$ 0
Liabilities available for sale
Total liabilities available for sale	29,874,831	$ 0
AxoBio [Member] | Discontinued Operations, Disposed of by Sale [Member]
Assets available for sale
Cash and cash equivalents	804,277
Accounts receivable, net	7,713,600
Prepaid expenses	251,086
Inventories	3,038,179
Property and equipment, net	63,384
Intangible assets, net	22,262,568
Goodwill	19,188,278
Total assets available for sale	53,321,372
Liabilities available for sale
Accounts payable	8,520,243
Accrued interest	134,961
Accrued interest, related party	98,982
Other accrued expenses	468,652
Loans payable, current	1,505,070
Related party loans, current	5,610,000
Earnout liability	8,000,000
Deferred income taxes	5,536,923
Total liabilities available for sale	$ 29,874,831

Discontinued Operations - Sum_2

Discontinued Operations - Summary of Discontinued Operations in Consolidated Statements of Income (Detail) - AxoBio [Member]	12 Months Ended
	Dec. 31, 2023 USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenue	$ 4,456,816
Cost of sales	3,620,651
Gross profit	836,165
Operating expenses:
Selling and marketing	6,829,520
Research and development	403,616
General and administrative	2,525,715
Depreciation and amortization	1,015,894
Total operating expenses	10,774,745
Loss from operations	(9,938,580)
Other income (expense):
Other income	(7)
Amortization of debt discount	(7,070)
Inventory write-down	(4,754,357)
Chane in fair value of earnout liability	13,482,292
Total other (expense) income	8,524,040
Loss before income taxes	(1,414,540)
Income tax benefit, deferred	2,174,705
Discontinued operations, net	$ 760,165
Discontinued Operation, Gain (Loss) on Disposal, Statement of Income or Comprehensive Income [Extensible Enumeration]	Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest
Related Party [Member]
Other income (expense):
Interest expense	$ (164,611)
Nonrelated Party [Member]
Other income (expense):
Interest expense	$ (32,221)