UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

Commission File Number: 000-56468

NOTIFICATION OF LATE FILING

☐  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☒  Form 10-Q    

☐  Form 10-D     ☐  Form N-SAR

For Period Ended: September 30, 2023

☐  Transition Report on Form 10-K

☐  Transition Report on Form 20-F

☐  Transition Report on Form 11-k

☐  Transition Report on Form 10-Q

☐  Transition Report on Form N-SAR

For the Transition Period Ended:                     

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

Carmell Corporation

Full name of registrant

Former name if applicable

2403 Sidney Street, Suite 300

Address of principal executive office

Pittsburgh, Pennsylvania 15203

City, state and zip code

PART II – RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report, or portion thereof, could not be filed within the prescribed time period.

Carmell Corporation (the “Company”) was not able to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2023 (the “Quarterly Report”) within the prescribed time period without unreasonable effort due to a software issue related to XBRL tagging that was resolved and led to the Quarterly Report being with the Securities and Exchange Commission (the “SEC”) at 5:58 pm eastern time, shortly after the filing deadline of 5:30 pm eastern time. The Quarterly Report has been filed and is currently available on the SEC’s EDGAR website.

PART IV – OTHER INFORMATION

(1)	Name and telephone number of person to contact in regard to this notification
	Bryan J. Cassaday	(281)	297-8276
	(Name)	(Area Code)	(Telephone Number)
(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).     ☒  Yes    ☐  No
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?     ☒  Yes    ☐  No
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company’s results of operations for the three and nine months ended September 30, 2023 reflect the completion of a material acquisition in August 2023. As the Quarterly Report has been filed prior to this Form 12b-25 report, please see the Quarterly Report for more detailed information.

Safe Harbor for Forward-Looking Statements

Information in this Form 12b-25 report regarding the Company’s expected results and other expectations and beliefs that are not historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainties. All forward-looking statements included in this report are based upon information available to the Company as of the date of this report, which may change, and the Company assumes no obligation to update any such forward-looking statements.

Carmell Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Dated:	November 15, 2023	By:	/s/ Bryan J. Cassaday
			Bryan J. Cassaday
			Chief Financial Officer