Nature of the Organization and Business	9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of the Organization and Business	NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS Carmell Corporation (“Carmell” or the “Company”) is a commercial-stage regenerative care company with a focus on using human biomaterials for aesthetic and medical care and has operations in Pittsburgh, Pennsylvania and Flagstaff, Arizona. The Company’s commercial product is a human amnion allograft that can be used as a structural barrier for diabetic foot ulcers, venous ulcers, recovery from MOHS surgery, and dental, endodontic, oral maxillofacial, and periodontal procedures. The Company's research and development pipeline includes several innovative aesthetic, epithelial and bone products under development. The Company operates as a single segment, and all of its operations are located in the United States. Business Combination On July 14, 2023 (the “Closing Date”), Alpha Healthcare Acquisition Corp. III, a Delaware corporation and the predecessor company (“Alpha”), consummated the business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of January 4, 2023 (the “Business Combination Agreement”), by and among Alpha, Candy Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Carmell Therapeutics Corporation, a Delaware corporation (“Legacy Carmell”). Pursuant to the Business Combination Agreement, on the Closing Date, (i) Alpha changed its name to “Carmell Therapeutics Corporation” and Legacy Carmell changed its name to “Carmell Regen Med Corporation”, and (ii) Merger Sub merged with and into Legacy Carmell, with Legacy Carmell as the surviving company in the Business Combination. After giving effect to the Business Combination, Legacy Carmell became a wholly owned subsidiary of the Company. Subsequently, on August 1, 2023, the Company filed an amendment to its Certificate of Incorporation with the Delaware Secretary of State to change its name to “Carmell Corporation.” Pursuant to the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of common stock of Legacy Carmell (the “Legacy Carmell common stock”) was converted into the right to receive a number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) equal to the applicable Exchange Ratio (as defined below); (ii) each outstanding share of preferred stock of Legacy Carmell was converted into the right to receive the aggregate number of shares of Common Stock that would be issued upon conversion of the underlying Legacy Carmell common stock, multiplied by the applicable Exchange Ratio; (iii) each outstanding option and warrant to purchase Legacy Carmell common stock was converted into an option or warrant, as applicable, to purchase a number of shares of Common Stock equal to the number of shares of Legacy Carmell common stock subject to such option or warrant multiplied by the applicable Exchange Ratio; and (iv) each outstanding share of Alpha Class A common stock and each share of Alpha Class B common stock was converted into one share of Common Stock. As of the Closing Date, the Exchange Ratio with respect to Legacy Carmell common stock was 0.06154 and the Exchange Ratio with respect to each other outstanding derivative equity security of Legacy Carmell was between 0.06684 and 0.10070. On July 11, 2023, the record date for the Special Meeting of stockholders to approve the Business Combination (the “Special Meeting”), there were 19,305,129 shares of Alpha’s common stock, par value $0.0001 per share, issued and outstanding, consisting of (i) 15,444,103 public shares of Class A common stock and (ii) 3,861,026 shares of Class B common stock held by the Sponsor. In addition, on the closing date of Alpha’s initial public offering (“IPO”), Alpha had issued 455,000 warrants to purchase Class A common stock to AHAC Sponsor III LLC, its sponsor (the “Sponsor”), in a private placement (the “Private Placement Warrants”). Prior to the Special Meeting, holders of 12,586,223 shares of Alpha Class A common stock included in the units issued in Alpha’s IPO (excluding 1,705,959 shares of the common stock purchased by Meteora (as defined below) directly from the redeeming stockholders under the Forward Purchase Agreement (as defined below)) exercised their right to redeem those shares for cash at a price of approximately $10.28 per share (net of the withholding for federal and franchise tax liabilities), for an aggregate of approximately $29,374,372. The per share redemption price was paid out of Alpha’s trust account (the “Trust Account”), which, after taking into account the redemptions, but before any transaction expense, had a balance at the Closing Date of $29,376,282. On July 17, 2023, the common stock and warrants of the Company commenced trading on the Nasdaq Capital Market under the ticker symbols “CTCX” and “CTCXW”, respectively. In connection with the consummation of the Business Combination, nine new directors were elected to the Company’s board of directors. The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the Unites States ("GAAP"), and under this method of accounting, Alpha was treated as the acquired company for financial reporting purposes and Legacy Carmell was treated as the accounting acquirer. Operations prior to the Business Combination are those of Legacy Carmell. Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related share price information to give effect to the Exchange Ratio established in the Business Combination Agreement. Forward Purchase Agreement On July 9, 2023, Alpha and each of Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MCP, MSOF, and MSTO collectively as the “Sellers” or “Meteora”) entered into a forward purchase agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction. The primary purpose of entering into the Forward Purchase Agreement was to help ensure the Business Combination would be consummated. Pursuant to the terms of the Forward Purchase Agreement, at the closing of the Business Combination, the Sellers purchased directly from the redeeming shareholders of Alpha 1,705,959 shares of Alpha’s common stock (the “Recycled Shares”) at a price of $10.28 per share, which is the price equal to the redemption price at which holders of Alpha’s common stock were permitted to redeem their shares in connection with the Business Combination pursuant to Section 9.2(a) of Alpha’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”) (such price, the “Initial Price”). In accordance with the terms of the Forward Purchase Agreement, at the Closing Date, the Company paid directly an aggregate cash amount equal to (x) the product of (i) the Recycled Shares and (ii) the Initial Price, or $17,535,632. The settlement date will be the earliest to occur of (a) the first anniversary of the Closing Date, (b) after the occurrence of (x) a Delisting Event or (y) a Registration Failure, upon the date specified by Meteora in a written notice delivered to the Company at Meteora’s discretion (which settlement date shall not be earlier than the date of such notice). The transaction will be settled via physical settlement. Any Recycled Shares not sold in accordance with the early termination provisions described below will incur a $0.50 per share termination fee payable by the Company to Meteora at settlement. From time to time and on any date following the Business Combination (any such date, an “OET Date”) and subject to the terms and conditions below, Meteora may, in its absolute discretion, and so long as the daily volume-weighted average price (“VWAP Price”) of the Recycled Shares is equal to or exceeds the Reset Price (as defined in the Forward Purchase Agreement), terminate the transaction in whole or in part by providing written notice (an “OET Notice”) in accordance with the terms of the Forward Purchase Agreement. The effect of an OET Notice given shall be to reduce the number of shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Company shall be entitled to an amount from Meteora, and Meteora shall pay to the Company an amount equal to the product of (x) the number of Terminated Shares multiplied by (y) the Initial Price in respect of such OET Date. The Reset Price is initially $11.50 and subject to a $11.50 floor (the “Reset Price Floor”). The Reset Price shall be adjusted on the first scheduled trading day of every week commencing with the first week following the seventh day after the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, and (b) the VWAP Price of the shares of the Company’s common stock of the prior week; provided that the Reset Price shall be no lower than the Reset Price Floor. On July 9, 2023, in connection with the Forward Purchase Agreement, the Sellers entered into a Non-Redemption Agreement with the Company pursuant to which the Sellers agreed not to exercise redemption rights under the Charter with respect to an aggregate of 100,000 Shares. Axolotl Acquisition On August 9, 2023 (“AxBio Closing Date”), the Company completed the acquisition of Axolotl Biologix, Inc. (“AxBio”). The acquisition of AxBio is referred to as the “AxBio Acquisition”. In connection with the closing of the AxBio Acquisition, the Company issued 3,845,337 shares of common stock, and 4,243 shares of a newly designated series of Series A Convertible Voting Preferred Stock (the “Series A Preferred Stock”), in exchange for all the issued and outstanding shares of AxBio. In addition to the shares of Common Stock and the Series A Preferred Stock described above, the consideration includes cash consideration of $8,000,000, that was payable upon delivery of the 2022 audited financial statements of AxBio. The sellers of AxBio are also eligible to receive up to $9,000,000 in cash and up to $66,000,000 in shares of Common Stock upon the achievement of certain revenue targets and research and development milestones (the “Earnout”). (see Note 3) On August 10, 2023, the Company entered into that certain First Amendment to Agreement and Plan of Merger (the “Amendment”) which amended certain terms of the merger agreement. The Amendment changed the structure of the AxBio Acquisition to provide that, following the merger of Axolotl with and into Merger Sub, with Axolotl surviving, Axolotl shall merge with and into Axolotl Biologix, LLC (“Second Merger Sub”), with Second Merger Sub being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company, and waived the condition requiring Axolotl to deliver its audited financial statements upon closing in exchange for the $8,000,000 of cash consideration otherwise payable upon closing pursuant to the Merger Agreement becoming payable and contingent upon receipt of such audited financial statements. Risks and Uncertainties Disruption of global financial markets and a recession or market correction, including the ongoing military conflicts between Russia and Ukraine and the related sanctions imposed against Russia as well as the conflict between Israel and Hamas, the ongoing effects of the COVID-19 pandemic, and other global macroeconomic factors such as inflation and rising interest rates, could reduce the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity and could materially affect the Company’s business and the value of its common stock.

Nature of the Organization and Business

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

NOTE 1 — NATURE OF THE ORGANIZATION AND BUSINESS

Carmell Corporation (“Carmell” or the “Company”) is a commercial-stage regenerative care company with a focus on using human biomaterials for aesthetic and medical care and has operations in Pittsburgh, Pennsylvania and Flagstaff, Arizona. The Company’s commercial product is a human amnion allograft that can be used as a structural barrier for diabetic foot ulcers, venous ulcers, recovery from MOHS surgery, and dental, endodontic, oral maxillofacial, and periodontal procedures. The Company's research and development pipeline includes several innovative aesthetic, epithelial and bone products under development. The Company operates as a single segment, and all of its operations are located in the United States.

Business Combination

On July 14, 2023 (the “Closing Date”), Alpha Healthcare Acquisition Corp. III, a Delaware corporation and the predecessor company (“Alpha”), consummated the business combination (the “Business Combination”) pursuant to the terms of the Business Combination Agreement, dated as of January 4, 2023 (the “Business Combination Agreement”), by and among Alpha, Candy Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Carmell Therapeutics Corporation, a Delaware corporation (“Legacy Carmell”). Pursuant to the Business Combination Agreement, on the Closing Date, (i) Alpha changed its name to “Carmell Therapeutics Corporation” and Legacy Carmell changed its name to “Carmell Regen Med Corporation”, and (ii) Merger Sub merged with and into Legacy Carmell, with Legacy Carmell as the surviving company in the Business Combination. After giving effect to the Business Combination, Legacy Carmell became a wholly owned subsidiary of the Company. Subsequently, on August 1, 2023, the Company filed an amendment to its Certificate of Incorporation with the Delaware Secretary of State to change its name to “Carmell Corporation.”

Pursuant to the Business Combination Agreement, at the effective time of the Business Combination (the “Effective Time”), (i) each outstanding share of common stock of Legacy Carmell (the “Legacy Carmell common stock”) was converted into the right to receive a number of shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”) equal to the applicable Exchange Ratio (as defined below); (ii) each outstanding share of preferred stock of Legacy Carmell was converted into the right to receive the aggregate number of shares of Common Stock that would be issued upon conversion of the underlying Legacy Carmell common stock, multiplied by the applicable Exchange Ratio; (iii) each outstanding option and warrant to purchase Legacy Carmell common stock was converted into an option or warrant, as applicable, to purchase a number of shares of Common Stock equal to the number of shares of Legacy Carmell common stock subject to such option or warrant multiplied by the applicable Exchange Ratio; and (iv) each outstanding share of Alpha Class A common stock and each share of Alpha Class B common stock was converted into one share of Common Stock. As of the Closing Date, the Exchange Ratio with respect to Legacy Carmell common stock was 0.06154 and the Exchange Ratio with respect to each other outstanding derivative equity security of Legacy Carmell was between 0.06684 and 0.10070.

On July 11, 2023, the record date for the Special Meeting of stockholders to approve the Business Combination (the “Special Meeting”), there were 19,305,129 shares of Alpha’s common stock, par value $0.0001 per share, issued and outstanding, consisting of (i) 15,444,103 public shares of Class A common stock and (ii) 3,861,026 shares of Class B common stock held by the Sponsor. In addition, on the closing date of Alpha’s initial public offering (“IPO”), Alpha had issued 455,000 warrants to purchase Class A common stock to AHAC Sponsor III LLC, its sponsor (the “Sponsor”), in a private placement (the “Private Placement Warrants”). Prior to the Special Meeting, holders of 12,586,223 shares of Alpha Class A common stock included in the units issued in Alpha’s IPO (excluding 1,705,959 shares of the common stock purchased by Meteora (as defined below) directly from the redeeming stockholders under the Forward Purchase Agreement (as defined below)) exercised their right to redeem those shares for cash at a price of approximately $10.28 per share (net of the withholding for federal and franchise tax liabilities), for an aggregate of approximately $29,374,372. The per share redemption price was paid out of Alpha’s trust account (the “Trust Account”), which, after taking into account the redemptions, but before any transaction expense, had a balance at the Closing Date of $29,376,282.

On July 17, 2023, the common stock and warrants of the Company commenced trading on the Nasdaq Capital Market under the ticker symbols “CTCX” and “CTCXW”, respectively.

In connection with the consummation of the Business Combination, nine new directors were elected to the Company’s board of directors.

The Business Combination was accounted for as a reverse recapitalization in accordance with accounting principles generally accepted in the Unites States ("GAAP"), and under this method of accounting, Alpha was treated as the acquired company for financial reporting

purposes and Legacy Carmell was treated as the accounting acquirer. Operations prior to the Business Combination are those of Legacy Carmell. Unless otherwise noted, the Company has retroactively adjusted all common and preferred share and related share price information to give effect to the Exchange Ratio established in the Business Combination Agreement.

Forward Purchase Agreement

On July 9, 2023, Alpha and each of Meteora Special Opportunity Fund I, LP (“MSOF”), Meteora Capital Partners, LP (“MCP”) and Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MCP, MSOF, and MSTO collectively as the “Sellers” or “Meteora”) entered into a forward purchase agreement (the “Forward Purchase Agreement”) for an OTC Equity Prepaid Forward Transaction. The primary purpose of entering into the Forward Purchase Agreement was to help ensure the Business Combination would be consummated.

Pursuant to the terms of the Forward Purchase Agreement, at the closing of the Business Combination, the Sellers purchased directly from the redeeming shareholders of Alpha 1,705,959 shares of Alpha’s common stock (the “Recycled Shares”) at a price of $10.28 per share, which is the price equal to the redemption price at which holders of Alpha’s common stock were permitted to redeem their shares in connection with the Business Combination pursuant to Section 9.2(a) of Alpha’s Second Amended and Restated Certificate of Incorporation, as amended (the “Charter”) (such price, the “Initial Price”).

In accordance with the terms of the Forward Purchase Agreement, at the Closing Date, the Company paid directly an aggregate cash amount equal to (x) the product of (i) the Recycled Shares and (ii) the Initial Price, or $17,535,632.

The settlement date will be the earliest to occur of (a) the first anniversary of the Closing Date, (b) after the occurrence of (x) a Delisting Event or (y) a Registration Failure, upon the date specified by Meteora in a written notice delivered to the Company at Meteora’s discretion (which settlement date shall not be earlier than the date of such notice). The transaction will be settled via physical settlement. Any Recycled Shares not sold in accordance with the early termination provisions described below will incur a $0.50 per share termination fee payable by the Company to Meteora at settlement.

From time to time and on any date following the Business Combination (any such date, an “OET Date”) and subject to the terms and conditions below, Meteora may, in its absolute discretion, and so long as the daily volume-weighted average price (“VWAP Price”) of the Recycled Shares is equal to or exceeds the Reset Price (as defined in the Forward Purchase Agreement), terminate the transaction in whole or in part by providing written notice (an “OET Notice”) in accordance with the terms of the Forward Purchase Agreement. The effect of an OET Notice given shall be to reduce the number of shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, the Company shall be entitled to an amount from Meteora, and Meteora shall pay to the Company an amount equal to the product of (x) the number of Terminated Shares multiplied by (y) the Initial Price in respect of such OET Date.

The Reset Price is initially $11.50 and subject to a $11.50 floor (the “Reset Price Floor”). The Reset Price shall be adjusted on the first scheduled trading day of every week commencing with the first week following the seventh day after the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, and (b) the VWAP Price of the shares of the Company’s common stock of the prior week; provided that the Reset Price shall be no lower than the Reset Price Floor. On July 9, 2023, in connection with the Forward Purchase Agreement, the Sellers entered into a Non-Redemption Agreement with the Company pursuant to which the Sellers agreed not to exercise redemption rights under the Charter with respect to an aggregate of 100,000 Shares.

Axolotl Acquisition

On August 9, 2023 (“AxBio Closing Date”), the Company completed the acquisition of Axolotl Biologix, Inc. (“AxBio”). The acquisition of AxBio is referred to as the “AxBio Acquisition”. In connection with the closing of the AxBio Acquisition, the Company issued 3,845,337 shares of common stock, and 4,243 shares of a newly designated series of Series A Convertible Voting Preferred Stock (the “Series A Preferred Stock”), in exchange for all the issued and outstanding shares of AxBio. In addition to the shares of Common Stock and the Series A Preferred Stock described above, the consideration includes cash consideration of $8,000,000, that was payable upon delivery of the 2022 audited financial statements of AxBio. The sellers of AxBio are also eligible to receive up to $9,000,000 in cash and up to $66,000,000 in shares of Common Stock upon the achievement of certain revenue targets and research and development milestones (the “Earnout”). (see Note 3)

On August 10, 2023, the Company entered into that certain First Amendment to Agreement and Plan of Merger (the “Amendment”) which amended certain terms of the merger agreement. The Amendment changed the structure of the AxBio Acquisition to provide that, following the merger of Axolotl with and into Merger Sub, with Axolotl surviving, Axolotl shall merge with and into Axolotl Biologix, LLC (“Second Merger Sub”), with Second Merger Sub being the surviving corporation of the merger and a direct, wholly owned subsidiary of the Company, and waived the condition requiring Axolotl to deliver its audited financial statements upon closing in

exchange for the $8,000,000 of cash consideration otherwise payable upon closing pursuant to the Merger Agreement becoming payable and contingent upon receipt of such audited financial statements.

Risks and Uncertainties

Disruption of global financial markets and a recession or market correction, including the ongoing military conflicts between Russia and Ukraine and the related sanctions imposed against Russia as well as the conflict between Israel and Hamas, the ongoing effects of the COVID-19 pandemic, and other global macroeconomic factors such as inflation and rising interest rates, could reduce the Company’s ability to access capital, which could in the future negatively affect the Company’s liquidity and could materially affect the Company’s business and the value of its common stock.