Carmell Therapeutics (NASDAQ:CTCX) signed a definitive agreement and plan of merger with Axoloti Biologix, a profitable regenerative medicine company developing products for active soft tissue repair, aesthetics and orthopedic indications.
Under the accord, Axolotl’s shareholders will receive $65-million in initial equity value, structured as $8-million in cash and $57-million in Carmell stock at closing, plus up to $75-million in potential milestone equity payments, structured as 12% cash and 88% in Carmell stock, linked with the achievement of certain revenue and business milestones.
Shares received by Axolotl’s shareholders will be locked up for 12 months following closing and Axolotl will operate as wholly-owned subsidiary of Carmell. On closing, all full-time employees are expected to remain with Carmell except for Josh Sandberg, CEO of Axolotl, who will serve as a strategic advisor to Rajiv Shukla, executive chairman of Carmell.
In a statement, Mr. Shukla said he looks forward to working with Mr. Sandberg and the Axolotl team to accelerate building Carmell into an Industry-leading regenerative medicine company through a combination of in-house product development, bolt-on acquisitions and business development aimed at aesthetics/soft tissue and orthopedic indications.
As of June 30, 2023, Axolotl achieved approximately $50-million in unaudited trailing 12-month net revenue and approximately $5-million in unaudited EBITDA from the sales of its products.
