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    SEC Form 8-K/A filed by Alpha Healthcare Acquisition Corp. III (Amendment)

    10/25/23 4:02:04 PM ET
    $ALPA
    Medical/Dental Instruments
    Health Care
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    8-K/A
    Carmell Corp NASDAQ NASDAQ 0001842939 0001842939 2023-08-09 2023-08-09 0001842939 us-gaap:CommonStockMember 2023-08-09 2023-08-09 0001842939 us-gaap:WarrantMember 2023-08-09 2023-08-09

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K/A

    (Amendment No. 1)

     

     

    CURRENT REPORT

    Pursuant to Section 13 or 15(d)

    of The Securities Exchange Act of 1934

    Date of Report (Date of Earliest Event Reported): August 9, 2023

     

     

    CARMELL CORPORATION

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-40228   86-1645738

    (State or other jurisdiction

    of incorporation)

     

    (Commission

    File Number)

     

    (I.R.S. Employer

    Identification No.)

     

    2403 Sidney Street, Suite 300

    Pittsburgh, Pennsylvania

      15203
    (Address of principal executive offices)   (Zip Code)

    Registrant’s telephone number, including area code: (919) 313-9633

    Not Applicable

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange

    on which registered

    Common Stock, par value $0.0001 per share   CTCX   The Nasdaq Capital Market LLC
    Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50   CTCXW   The Nasdaq Capital Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☒

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

     

     


    EXPLANATORY NOTE

    As previously disclosed in the Current Report on Form 8-K (the “Original Form 8-K”) filed by Carmell Corporation (the “Company”) with the Securities and Exchange Commission on August 14, 2023, on August 9, 2023 the Company completed its acquisition of Axolotl Biologix, Inc. (“Axolotl”). This Current Report on Form 8-K/A (this “Amendment No. 1”) amends the Original Form 8-K to provide the financial statements and pro forma financial information required by Items 9.01(a) and 9.01(b) of Form 8-K that were previously omitted from the Original Form 8-K in reliance on Items 9.01(a)(3) and 9.01(b)(2) of Form 8-K. This Amendment No. 1 does not amend any other item in the Original Form 8-K, and all other information previously reported in or filed with the Original Form 8-K is hereby incorporated by reference into this Amendment No. 1.

     

    Item 9.01.

    Financial Statements and Exhibits.

    (a) Financial Statements of Business Acquired

    The unaudited interim financial statements of Axolotl as of and for the six months ended June 30, 2023 and 2022 are filed herewith as Exhibit 99.1 and are incorporated herein by reference.

    The audited financial statements of Axolotl as of and for the years ended December 31, 2022 and 2021, and the related notes and related independent auditor’s report thereon, are filed herewith as Exhibit 99.2 and are incorporated herein by reference.

    (b) Pro Forma Financial Information

    Certain unaudited condensed combined pro forma financial information as of as of and for the year ended December 31, 2022 and the six months ended June 30, 2023, are filed herewith as Exhibit 99.3 and are incorporated herein by reference.

    (d) Exhibits

     

    99.1    Unaudited interim financial statements of Axolotl as of and for the six months ended June 30, 2023 and 2022.
    99.2    Audited financial statements of Axolotl as of and for the year ended December 31, 2022 and 2021, and the related notes and the related independent auditor’s report thereon.
    99.3    Unaudited pro forma condensed combined financial information as of and for the year ended December 31, 2022 and the six months ended June 30, 2023.
    104    Cover Page Interactive Data File (embedded within the inline XBRL document)


    SIGNATURES

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

     

    Date: October 25, 2023   CARMELL CORPORATION
        By:  

    /s/ Rajiv S. Shukla

          Rajiv S. Shukla
          Executive Chairman
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