Carmell Corporation (Nasdaq: CTCX), a leading bio-aesthetics company focused on advancing skin and hair health, announced the successful completion of its acquisition of Elevai Skincare, Inc.’s skin and hair care division. Elevai, recognized for its physician-dispensed exosome-based skincare and hair care solutions, was acquired through a definitive purchase agreement with PMGC Holdings Inc. (formerly Elevai Labs Inc.) and its wholly owned subsidiary, Elevai.
The acquisition, finalized in accordance with the terms of the agreement, involved several components:
Carmell Common Stock: Approximately $1.1 million worth of Carmell common stock at $0.8488 per share. This includes 1,149,226 shares issued at the closing, with an additional 117,814 shares held back for indemnification purposes for the next 12 months.
Cash Payment: A cash payment of approximately $57,000, contingent upon the sale of certain inventory at the time of the closing.
Liabilities Assumption: Carmell has assumed Elevai’s contractual liabilities and trade payables as part of the deal.
Post-Closing Earnout: Additional post-closing earnout consideration includes 5% of net sales from Elevai’s existing products over a five-year period, and a one-time milestone payment of $500,000 if Elevai’s hair and scalp products generate $500,000 in revenue within two years.
As part of the acquisition, Carmell obtained Elevai’s product portfolio, which generated approximately $2.5 million in revenue for fiscal year 2024, along with its commercial and product development teams, finished and work-in-process inventory valued at around $1 million, and accounts receivable totaling $30,000.
Rajiv Shukla, Chairman of Carmell, expressed optimism regarding the acquisition’s potential, stating, “We anticipate significant organizational synergies and cost savings, which will benefit Carmell in three critical areas: expanding our bio-aesthetic product offerings, extending our commercial footprint, and enhancing our cash flow.”
With the completion of the acquisition, the total number of Carmell’s outstanding shares has risen to approximately 30.1 million, excluding 120,000 shares held back for indemnification purposes.
The deal is expected to provide Carmell with enhanced market position and operational efficiencies, further solidifying the company’s standing within the bio-aesthetics industry.
About Elevai
A wholly owned subsidiary of PMGC, Elevai focuses on developing and commercializing innovative, physician-dispensed skincare and haircare products using advanced technologies, such as stem cell exosome technology. Elevai’s offerings aim to redefine skin and hair care in the professional market with scientifically backed solutions.
About Carmell
Carmell is a bio-aesthetics company specializing in skin and hair health. Its flagship innovation, the Carmell Secretome™, is a potent blend of growth factors and proteins derived from allogeneic human platelets. Carmell has also developed a unique microemulsion formulation that delivers essential ingredients in a non-comedogenic and stable manner without relying on harmful excipients. Additionally, the company is advancing a line of men’s products and topical hair care solutions designed to meet the needs of both professional care providers and retail consumers.
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