EX-99.2 5 d525835dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

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BACKGROUND/TIMELINE 1. Alpha Healthcare Acquisition Corp. III (Nasdaq: ALPA) announced execution of definitive Merger Agreement with Carmell Therapeutics on Jan 4, 2023 2. Began due diligence and negotiations for potential bolt-on acquisition of Axolotl Biologix on March 20, 2023 3. Announced non-binding LOI with Axolotl Biologix on June 27, 2023 4. ALPA/Carmell merger successfully closed on July 14, 2023 (Nasdaq: CTCX) 5. Evaluating additional bolt-on acquisitions of profitable businesses 6. Announced execution of definitive Merger Agreement with Axolotl Biologix on July 27, 2023 7. Announced new corporate identity reflecting broader focus (encompassing Aesthetics) rather than purely Therapeutics on August 1, 2023 0


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CREATING SHAREHOLDER VALUE: ACQUISITIONS & DEAL MAKING ALPA ALPA New Ticker: CTCX CTCX Nasdaq listed 100% 100% 100% Candy Merger Sub Carmell Therapeutics Carmell Therapeutics Carmell Therapeutics Axolotl 1 Biologix TargetCo 3 Target Evaluation Merger Announced in Jan 2023 Merger Closed in July 2023 Bolt-on Acquisitions Commercial Assets Phase 2 trial for Tibia Fracture / FA Fusion Out-license to MedTech Accelerate Alopecia R&D Topical Skin Care R&D program Bolt-on Acquisition • Expand applications • Enter new markets 1 One or more potential target businesses are to be identified. Carmell is not currently party to any agreement to acquire any business other than Axolotl. 1


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BUSINESS OVERVIEW Carmell Axolotl Biologix Facilities Pittsburgh, PA Flagstaff, AZ Employees 25 15 (full-time + part-time) Technology Allogeneic Platelet Rich Plasma Human amnion allografts • R&D programs in skin and • Commercial products aimed at bone healing skin healing (diabetic foot ulcers, • Phase 2: tibia fracture burns, venous leg ulcers) Value Drivers • Multiple in Preclinical • ~$50M in Jun TTM revenue • ~$5M in Jun TTM EBITDA • R&D programs in skin and bone healing • Tibia fracture with IM rodding • Foot/Ankle arthritis • Foot/Ankle fusion • Topical cosmeceutical Key Indications • Topical cosmeceutical • Alopecia • Alopecia 2


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PEER VALUATION Enterprise Value, R&D expense/ Est FY23 Revenue Source: CapitalIQ Debt/Equity EV/TTM Revenue EV/TTM EBITDA $M Revenue Growth Profitable companies Artivion 968 45% 11% 7.0% 3.0x 25.1 NuVasive 2,936 40% 8% 7.0% 2.4x 13.9 Integra LifeSciences 4,861 39% 11% 1.3% 3.1x 12.5 Globus Medical 5,632 0% 7% 11.6% 5.3x 17.9 ConvaTecGroup 6,674 24% 4% 1.7% 3.2x 15.5 Smith & Nephew 15,955 21% 8% 0.1% 3.1x 14.3 Coloplast 28,881 12% 3% 15.6% 8.2x 25.5 Median 24% 8% 7.0% 3.1x 15.5x Unprofitable companies (or some other company-specific issue) XtantMedical 130 18% 1% 13.9% 2.1x N/A AroaBiosurgery 184 2% 16% 64.1% 4.6x N/A TELA Bio 262 16% 14% 53.1% 5.8x N/A SanaraMedTech 344 0% 6% 121.8% 6.4x N/A AxoGen 386 14% 18% 13.3% 2.7x N/A AVITA Medical 403 0% 29% 34.1% 10.8x N/A Organogenesis1 528 13% 9% (1.4%) 1.1x 13.7 Bioventus2 729 160% 5% 19.3% 1.4x 24.3 MiMedxGroup 944 6% 8% 8.5% 3.4x N/A VericelCorporation 1,707 0% 11% 8.4% 10.1x N/A Median 10% 10% 16.6% 4.0x 3 N/A 1. Organogenesis is fighting a legal battle related to its marketing practices 3. 5.2x EV/TTM Revenue excluding Organogenesis and Bioventus 3 2. Bioventus has more debt than equity Profitable companies trading at higher EV/Rev on growth adjusted basis


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DISCLAIMER This presentation (“Presentation”) is for informational purposes only to assist interested parties in making their own evaluation of Carmell Therapeutics (the “Company”). The information contained herein does not purport to be all-inclusive and of the Company nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein tomakeanydecision. Thereadershallnot relyupon anystatement, representation orwarranty madebyanyotherperson,firm orcorporation in makingits investment ordecisionto investin theCompany.TheCompanynor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives, shall be liable to the reader for any information set forth herein or any action taken or not taken by any reader, including any investment in shares of the Company. Certain information contained in this Presentation relates to oris based on studies, publications, surveys and the Company’s own internal estimates and research. In addition, allof the market data included in this Presentation involves a number of assumptions and limitations, and therecan be no guarantee as to theaccuracyorreliability of suchassumptions. Finally, while theCompany believes its internal research is reliable, such research hasnot been verified byanyindependent source. No Offer or Solicitation. This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation ofan offerto buyanysecurities,and thereshallbenosaleofsecurities, in anyjurisdiction in whichsuchoffer,solicitationorsalewould beunlawfulpriortoregistrationorqualification under thesecurities laws of any such jurisdiction. No offer of securities shallbemadeexcept by means of a prospectus meetingthe requirements of Section 10 of theSecurities Act of 1933, as amended, and otherwise in accordancewith applicable law. Forward-Looking Statements. Certain statements in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or the Company’s future financial or operating performance. For example, statements concerning the following include forward-looking statements: the success, cost and timing of product development activities, includingtimingof initiation, completion and data readouts forclinicaltrials; thepotentialattributesand benefits of product candidates, includingin comparisonto otherproducts on the market forthe same or similar indications; ability to compete with other companies currently marketing or engaged in the development of treatments for relevant indications; the size and growth potential of the marketsforproductcandidatesand abilityto servethosemarkets;therate anddegreeof marketacceptanceofproduct candidates,if approved;thepotentialpricingof productcandidates, ifapproved; the proceeds of the Business Combination and the Company’s expected cash runway; and the potential effects of the Business Combination on the Company. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variationsofthem orsimilarterminology.Suchforward-lookingstatements aresubjectto risks,uncertainties,and otherfactors whichcould causeactualresults todiffermateriallyfromthoseexpressed orimplied bysuch forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company and its management, as the case may be, are inherently uncertain. New risksand uncertainties may emergefrom timeto time,and it is notpossibleto predictallrisksand uncertainties. Factors that maycauseactualresultsto differmateriallyfromcurrent expectations include, but are not limited to, various factors beyond management’s control including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” in ALPA’s final proxy, dated June 23, 2023, and other filings with the Securities and Exchange Commission (SEC), as well as factors associated with companies, such as the Company, that are engaged in clinical trials in the biopharma industry, including uncertainty in the timing or results of clinical trials and receipt of regulatory approvals for product candidates, and in the healthcare industry, includingtheimpact oftheCOVID-19pandemic; competition inthehealthcareindustry;inability to recruit orretaina sufficient numberof patients orphysicians and otheremployees;changes to federal and state healthcare laws and regulations; changes to reimbursement rates; overall business and economic conditions affecting the healthcare industry, including conditions pertaining to health plans andpayors;failure todevelop new technology and products, if approved; andsecurity breaches, loss of dataorother disruptions. Nothingin this Presentation should be regarded as a representation by any person that the forward-lookingstatements set forth herein willbeachieved orthat any of the contemplated results of such forward-lookingstatements willbeachieved. Youshould not placeunduerelianceonforward- lookingstatementsinthis Presentation, which speakonly asofthedatetheyaremadeand arequalifiedin their entirety by reference to the cautionary statements herein. Except as required by law, the Company does not undertake any duty to update these forward-looking statements. This Presentation contains certain financial forecast information of the Company. Such financialforecast information constitutes forward-looking information and is for illustrativepurposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See “Forward-Looking Statements” above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts willbe achieved. 4