Carmell Corporation (NASDAQ:CTCX) disclosed that it has entered into a definitive purchase agreement with PMGC Holdings Inc. (formerly Elevai Labs Inc.) and its subsidiary, Elevai Skincare Inc., for purchase consideration, which includes around $1.1 million in Carmell stock at the closing of the acquisition.
Additionally, Carmell will pay around $57,000 in cash for the sale of specified inventory existing as of the closing.
Furthermore, the acquisition includes contingent earnout considerations. This comprises 5% of net sales from Elevai’s existing products, which will be paid annually over the next five years.
A one-time milestone payment of $500,000 will be made if Elevai’s hair and scalp products generate $500,000 in net revenue within 24 months of the closing.
Lastly, Carmell will assume Elevai’s contractual liabilities and trade payables at the time of closing.
Carmell expects to acquire several assets from Elevai as part of the acquisition.
These assets include a product portfolio with trailing twelve-month revenue of approximately $2.5 million, as well as the commercial and product development team.
Additionally, Carmell will acquire finished and work-in-process inventory valued at approximately $1.0 million, along with accounts receivable of about $30,000.
Rajiv Shukla, chairman of Carmell said, “This acquisition will integrate one of the newest advances in stem cell derived exosome technology into the Carmell platform, further cementing our status as the home of the best bio-aesthetic skincare science, Built by Biology just as Nature intended.”
As of Sept. 30, 2024, the company had cash and cash equivalents of $25,297.
Last week, the company entered into a securities purchase agreement with new and existing investors.
The agreement involves the issuance and sale of 8,065,210 shares of common stock and an equal number of five-year warrants, both priced at $0.23 per share, in a private placement.
Price Action: CTCX shares are up 215.8% at $0.88 premarket at the last check Thursday.
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