| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 2
)*
|
Carmell Corp (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
142922103 (CUSIP Number) |
02/07/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 142922103 |
| 1 | Names of Reporting Persons Newlin Investment Company 1, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization FLORIDA | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,279,941.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
Comment for Type of Reporting Person:
Percent of class reported in Row 11 is calculated based upon 30,119,843 shares reported as outstanding as of January 29, 2025, in the Preliminary Proxy Statement filed with the Securities and Exchange Commission ("SEC") on January 31, 2025, by Carmell Corporation ("Issuer").
SCHEDULE 13G |
| CUSIP No. | 142922103 |
| 1 | Names of Reporting Persons William R. Newlin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 1,279,941.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 4.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
Comment for Type of Reporting Person:
Percent of class reported in Row 11 is calculated based upon 30,119843 shares reported as outstanding as of January 29, 2025, in the Preliminary Proxy Statement filed with the Securities and Exchange Commission ("SEC") on January 31, 2025, by Carmell Corporation ("Issuer").
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: Carmell Corp | |
| (b) | Address of issuer's principal executive
offices: 2403 Sidney Street, Suite 300, Pittsburgh, Pennsylvania 15203 | |
| Item 2. | ||
| (a) | Name of person filing: Newlin Investment Company 1, LLC ("NLLC")
William R. Newlin | |
| (b) | Address or principal business office or, if
none, residence: 428 Beaver Street, Sewickley, Pennsylvania 15143 | |
| (c) | Citizenship: NLLC is a limited liability company organized under the laws of the State of Florida. Mr. Newlin is a citizen of the United States. | |
| (d) | Title of class of securities: Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.: 142922103 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: NLLC - 1,279,941
Mr. Newlin - 1,279,941 | |
| (b) | Percent of class: NLLC - 4.2%*
Mr. Newlin - 4.2%*
*Shares reported herein are held by NLLC. Mr. Newlin serves as the Chairman of NLLC.
By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the "Act"), Mr. Newlin may be deemed to beneficially own the shares directly owned by NLLC.
The percentages herein are calculated based upon 30,119,843 shares reported as outstanding as of January 29, 2025, in the Preliminary Proxy Statement filed with the SEC on January 31, 2025, by Issuer.
Aggregate ownership - 4.2% % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: NLLC - 0
Mr. Newlin - 0 | ||
| (ii) Shared power to vote or to direct the
vote: NLLC - 1,279,941
Mr. Newlin - 1,279,941 | ||
| (iii) Sole power to dispose or to direct the
disposition of: NLLC - 0
Mr. Newlin - 0 | ||
| (iv) Shared power to dispose or to direct the
disposition of: NLLC - 1,279,941
Mr. Newlin - 1,279,941 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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Comments accompanying signature:
https://www.sec.gov/Archives/edgar/data/1842939/000110465924011231/tm245341d1_ex99-2.htm
Exhibit
Information |
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 6, 2024). https://www.sec.gov/Archives/edgar/data/1842939/000110465924011231/tm245341d1_ex99-1.htm
99.2 Power of Attorney incorporated by reference to Exhibit 99.2 to the Schedule 13G filed by the Reporting Persons on February 6, 2024). https://www.sec.gov/Archives/edgar/data/1842939/000110465924011231/tm245341d1_ex99-2.htm |