Carmell Corporation, a regenerative care company announced the successful closing of the previously announced merger with Flagstaff-based Axolotl Biologix, a profitable regenerative medicine company developing products for active soft tissue repair, aesthetics and orthopedic indications.

As previously indicated, the initial merger consideration consists of $8 million in cash and $57 million in CTCX common and preferred shares. The number of CTCX common shares was calculated based on a 30-day average of daily volume-weighted average price of the CTCX common shares, which was $7.05 per common share as of Closing. The $8 million in initial cash consideration is due on completion of certain Conditions Subsequent to Closing. Additionally, the following milestone payments are due:

  • $10 million on achievement of $60 million in FY23 audited revenue
  • $10 million on achievement of $80 million in FY23 audited revenue
  • $10 million on achievement of 10% penetration or at least $10 million in booked TTM sales within 3 years of Closing for the Group Purchasing contract executed in Q2 FY23
  • $5 million on execution of a National Purchasing Contract within 18 months of Closing
  • $40 million on achievement of certain clinical milestones.

Carmell also announced a change in its corporate identity from “Carmell Therapeutics Corporation” to “Carmell Corporation” and a new brand logo to reflect its broader focus on non-therapeutic indications in aesthetics.

“I am impressed with continued synergy and experienced leadership we have seen throughout this process,” says Josh Sandberg, CEO of Axolotl. “Being a part of a decisive and calculated team is going to lead to great combined success. Personally, I am extremely excited to work with Rajiv as we continue to build out the platform through organic as well as M&A strategies.”

“With the closing of the Axolotl Biologix transaction, Carmell is well positioned to meet our goal of profitably achieving $100 million in FY24 revenue,” says Rajiv Shukla, Executive Chairman of Carmell. “In addition to exploring acquisitions of other commercial businesses, we are also working actively towards launching our first cosmeceutical product for skin rejuvenation by FY24.”