SEC Form SC 13G filed by Alpha Healthcare Acquisition Corp. III
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Carmell Corporation
(Name of Issuer)
Common Stock, $0.001 par value per share
(Title of Class of Securities)
142922103
(CUSIP Number)
December 31, 2023
(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)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 142922103 | SCHEDULE 13G | Page 2 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON Newlin Investment Company 1, LLC | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION Florida |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 1,249,062 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 1,249,062 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,249,062 | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ¨ | |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (1) 5.4% | |
| 12 |
TYPE OF REPORTING PERSON OO | |
(1) This percentage is calculated based upon 23,081,642 shares reported as outstanding as of November 14, 2023, in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 15, 2023, by Carmell Corporation (“Issuer”).
| CUSIP No. 142922103 | Page 3 of 8 Pages |
| 1 |
NAME OF REPORTING PERSON William R. Newlin | |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ | |
| 3 | SEC USE ONLY | |
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 |
SOLE VOTING POWER 0 | ||
| 6 |
SHARED VOTING POWER 1,249,062 | |||
| 7 |
SOLE DISPOSITIVE POWER 0 | |||
| 8 |
SHARED DISPOSITIVE POWER 1,249,062 |
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,249,062(1) | |
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ¨ | |
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (2) 5.4% | |
| 12 |
TYPE OF REPORTING PERSON IN |
(1) This percentage is calculated based upon 23,081,642 shares reported as outstanding as of November 14, 2023, in the Quarterly Report on Form 10-Q filed with the SEC on November 15, 2023, by Issuer.
| CUSIP No. 142922103 | Page 4 of 8 Pages |
ORIGINAL REPORT ON SCHEDULE 13G
Item 1.
| (a) | Name of Issuer: Carmell Corporation | |
| (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 (“Mr. Newlin”)
NLLC and Mr. Newlin are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.
(b) Address of Principal Business Office or if None, Residence:
The address of each of the Reporting Persons is 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 and Class of Securities: Common Stock, $0.001 par value per share
(e) CUSIP Number: 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; | |
| (b) | ¨ | Bank as defined in Section 3(a)(6) of the Act; | |
| (c) | ¨ | Insurance company as defined in Section 3(a)(19) of the Act; | |
| (d) | ¨ | Investment company registered under Section 8 of the Investment Company Act of 1940; | |
| (e) | ¨ | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with Rule 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; | |
| (j) | ¨ | A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J); | |
| (k) | ¨ | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____ |
| CUSIP No. 142922103 | Page 5 of 8 Pages |
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a) Amount Beneficially Owned:
NLLC – 1,249,062
Mr. Newlin – 1,249,062
(b) Percent of Class:
NLLC – 5.4%*
Mr. Newlin – 5.4%*
(c) Number of shares as to which NLLC has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,249,062
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,249,062
Number of shares as to which Mr. Newlin has:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,249,062
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,249,062
*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 23,081,642 shares reported as outstanding as of November 14, 2023, in the Quarterly Report on Form 10-Q filed with the SEC on November 15, 2023, by Issuer.
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
Item 6. Ownership of More than Five 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
Not applicable.
Item 8. Identification and Classification of Members of the Group
Not applicable.
| CUSIP No. 142922103 | Page 6 of 8 Pages |
Item 9. Notice of Dissolution of Group
Not applicable.
Item 10. Certification
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.
| CUSIP No. 142922103 | Page 7 of 8 Pages |
EXHIBIT INDEX
| Ex. | Page No. | |
| 99.1 | Joint Filing Agreement | 1 |
| 99.2 | Power of Attorney | 1 |
| CUSIP No. 142922103 | Page 8 of 8 Pages |
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Date: February 6, 2024
| NEWLIN INVESTMENT COMPANY 1, LLC | ||
| By: | /s/ William R. Newlin | |
| William R. Newlin | ||
| As attorney-in-fact for Newlin Investment Company 1, LLC | ||
| WILLIAM R. NEWLIN | ||
| /s/ William R. Newlin | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, Provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).