Carmell Corporation ( CTCX ) disclosed that it has entered into a definitive purchase agreement with PMGC Holdings Inc. (formerly Elevai Labs Inc.) and its subsidiary, Elevai Skincare Inc., for purchase consideration, which includes around $1.1 million in Carmell ( CTCX ) stock at the closing of the acquisition.

Additionally, Carmell ( CTCX ) will pay around $57,000 in cash for the sale of specified inventory existing as of the closing.

Furthermore, the acquisition includes contingent earnout considerations. This comprises 5% of net sales from Elevai’s existing products, which will be paid annually over the next five years.

A one-time milestone payment of $500,000 will be made if Elevai’s hair and scalp products generate $500,000 in net revenue within 24 months of the closing.

Lastly, Carmell ( CTCX ) will assume Elevai’s contractual liabilities and trade payables at the time of closing.

Carmell ( CTCX ) expects to acquire several assets from Elevai as part of the acquisition.

These assets include a product portfolio with trailing twelve-month revenue of approximately $2.5 million, as well as the commercial and product development team.

Additionally, Carmell ( CTCX ) will acquire finished and work-in-process inventory valued at approximately $1.0 million, along with accounts receivable of about $30,000.

Rajiv Shukla, chairman of Carmell ( CTCX ) said, “This acquisition will integrate one of the newest advances in stem cell derived exosome technology into the Carmell ( CTCX ) platform, further cementing our status as the home of the best bio-aesthetic skincare science, Built by Biology just as Nature intended.”

As of Sept. 30, 2024, the company had cash and cash equivalents of $25,297.

Last week, the company entered into a securities purchase agreement with new and existing investors.

The agreement involves the issuance and sale of 8,065,210 shares of common stock and an equal number of five-year warrants, both priced at $0.23 per share, in a private placement.

Price Action: CTCX shares are up 215.8% at $0.88 premarket at the last check Thursday.

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