XAGE / Longevity Health Holdings, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

44,382 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 21 (to prospectus dated June 5, 2024) 44,382 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Longevity Health Holdings, Inc. (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registratio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 LONGEVITY HEALTH HOLDINGS, INC.

44,382 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 20 (to prospectus dated June 5, 2024) 44,382 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Longevity Health Holdings, Inc. (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registratio

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 08, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Comm

LONGEVITY HEALTH HOLDINGS ANNOUNCES MERGER WITH THPLASMA AND TERMINATION OF 20/20 BIOLABS TRANSACTION

EXHIBIT 99.1 LONGEVITY HEALTH HOLDINGS ANNOUNCES MERGER WITH THPLASMA AND TERMINATION OF 20/20 BIOLABS TRANSACTION July 14, 2025 Longevity Health Holdings, Inc. (Nasdaq: XAGE), a company focused on human longevity and healthy aging (“Longevity”, the “Company”, “we”, “our”, or “us”), today announced the execution of a definitive merger agreement (the “Merger”) with True Health Inc., a leading playe

Agreement and Plan of Merger, dated as of July 14, 2025, by and among Longevity Health Holdings, Inc., THP Sub, Inc., True Health Inc. and Truehealth Management Group LLC. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 14, 2025).

EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGER by and among LONGEVITY HEALTH HOLDINGS, INC., THP SUB, INC., TRUE HEALTH INC., and TRUEHEALTH MANAGEMENT GROUP LLC Dated as of July 14, 2025 TABLE OF CONTENTS Article I DEFINITIONS & INTERPRETATIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Further Definitions 6 Section 1.3 Interpretation 8 Section 1.4 Currency 8 Article II THE MERGER; THE PURCHASE AN

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 24, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Comm

Amendment No. 1 to the Agreement and Plan of Merger, dated as of June 24, 2025, by and among Longevity Health Holdings, Inc., Longevity Health Biomarkers, Inc., 20/20 Biolabs, Inc. and Jonathan Cohen.

EXHIBIT 2.1 AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “Amendment No. 1”) is made and entered into as of June 24, 2025 by and among Longevity Health Holdings, Inc., a Delaware corporation (“Parent”), Longevity Health Biomarkers, Inc., a Delaware corporation (“Merger Sub”), 20/20 Biolabs, Inc., a Delaware corporation (the “Comp

Item 1.01 Entry into a Material Definitive Agreement.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 19 (to prospectus dated June 5, 2024) 44,382 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A (Amendment No.

Longevity Health Holdings, Inc. Announces Successful Fundraising Via ATM Sale

EXHIBIT 99.1 Longevity Health Holdings, Inc. Announces Successful Fundraising Via ATM Sale Pittsburgh, PA – May 27, 2025 – Longevity Health Holdings, Inc. (Nasdaq: XAGE) (“XAGE,” the “Company,” “we” or “our”), a company dedicated to advancing human longevity and healthy aging through regenerative bio-aesthetics, diagnostics, and nutrition, today announced the successful sale of 479,621 shares of i

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commi

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commi

LONGEVITY HEALTH HOLDINGS ANNOUNCES CONTINUED NASDAQ LISTING TO COMPLETE MERGER WITH 20/20 BIOLABS

EXHIBIT 99.1 LONGEVITY HEALTH HOLDINGS ANNOUNCES CONTINUED NASDAQ LISTING TO COMPLETE MERGER WITH 20/20 BIOLABS PITTSBURGH, PA May 21, 2025 Longevity Health Holdings, Inc. (Nasdaq: XAGE) (“XAGE,” the “Company,” “we,” “us,” or “our”), a company focused on extending human longevity and healthy aging through innovative products in regenerative bio-aesthetics, diagnostics, and nutrition, today announc

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 18 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commi

LONGEVITY HEALTH HOLDINGS ANNOUNCES BUSINESS UPDATES

EXHIBIT 99.1 LONGEVITY HEALTH HOLDINGS ANNOUNCES BUSINESS UPDATES PITTSBURGH, PA. & GAITHERSBURG, MD. May 15, 2025 Longevity Health Holdings, Inc. (Nasdaq: XAGE), a company focused on extending human longevity and healthy aging through technologically innovative and clinically proven products in regenerative bio-aesthetics, diagnostics, and nutrition (“XAGE”, the “Company”, “we”, “our”, or “us”),

Collaboration Agreement, dated November 28, 2023, by and between Longevity Health Holdings, Inc. (as assignee of Elevai Labs, Inc.) and Yuva BioSciences, Inc.

EXHIBIT 10.2 [*]: THE IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THE AGREEMENT BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED Proprietary Information: Yuva Bio, Inc. COLLABORATION & LICENSE AGREEMENT This Collaboration and License Agreement (this “License Agreement” or “Agreement”) is made and entered into as of the date of the last signature he

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 LONGEVITY HEALTH HOLDINGS, INC.

Research & Development and Manufacturing Agreement, dated September 6, 2023, by and between Longevity Health Holdings, Inc. (as assignee of Elevai Labs, Inc.) and Allure Labs, LLC

EXHIBIT 10.3 RESEARCH & DEVELOPMENT AND MANUFACTURING AGREEMENT This Research & Development and Manufacturing Agreement (“Agreement”) is entered into as of September 6, 2023 (“Effective Date”) by and between Allure Labs, LLC, a Delaware limited liability company having its principal place of business at 30901 Wiegman Road, Hayward, California 94544 (“Allure”), on the one hand, and Elevai Labs, Inc

Longevity Health Holdings, Inc. Announces Reverse Stock Split

EXHIBIT 99.1 Longevity Health Holdings, Inc. Announces Reverse Stock Split Pittsburgh, PA – May 12, 2025 – Longevity Health Holdings, Inc. (NASDAQ: XAGE) (“Longevity” or the “Company”), a bio-aesthetics company focused on longevity and healthy aging, today announced that it has resolved to effect a reverse stock split of the Company’s common stock and has determined the ratio to be 1-for-30. The C

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 12, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commi

Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation of Longevity Health Holdings, Inc., effective May 12, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 12, 2025).

EXHIBIT 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF LONGEVITY HEALTH HOLDINGS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Longevity Health Holdings, Inc. (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 17 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme

Consent of John Compton to serve as a director of Longevity Health Holdings, Inc.

EXHIBIT 99.2 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) and any

Executive Employment Agreement between Carmell Corporation and Bryan Cassaday, dated June 7, 2023

EXHIBIT 10.15 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), dated June 7, 2023, is made and entered into by and between CARMELL THERAPEUTICS CORPORATION, a Delaware corporation (the “Company”) and Bryan Cassaday (“Executive”), and will be deemed effective as of the first date that the Company’s common stock is traded on a national stock exchange or national

Calculation of Filing Fee Tables Form S-4 (Form Type) Longevity Health Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities

Calculation of Filing Fee Tables Form S-4 (Form Type) Longevity Health Holdings, Inc.

List of Subsidiaries of Longevity Health Holdings, Inc.

EXHIBIT 21.1 List of Subsidiaries of Longevity Health Holdings, Inc. (registrant) The following are the subsidiaries of the Registrant, Longevity Health Holdings, Inc., included in the Registrant’s consolidated financial statements. Other subsidiaries are not listed because such subsidiaries are inactive. Name State of Incorporation Carmell Regen Med Corporation (a wholly owned subsidiary of the r

Consent of Prasanth Reddy to serve as a director of Longevity Health Holdings, Inc.

EXHIBIT 99.3 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) and any

As filed with the Securities and Exchange Commission on [•], 2025

As filed with the Securities and Exchange Commission on [•], 2025 No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 LONGEVITY HEALTH HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 2840 84-1645738 (State or other jurisdiction of incorporation or organization) (Primary Stan

Consent of Michael Ross to serve as a director of Longevity Health Holdings, Inc

EXHIBIT 99.3 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”) and any

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 11, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Com

LONGEVITY HEALTH HOLDINGS ANNOUNCES EXECUTION OF MERGER AGREEMENT WITH 20/20 BIOLABS

EXHIBIT 99.1 LONGEVITY HEALTH HOLDINGS ANNOUNCES EXECUTION OF MERGER AGREEMENT WITH 20/20 BIOLABS Pittsburgh, PA & Gaithersburg, MD. Apr 14, 2025 Longevity Health Holdings, Inc. (Nasdaq: XAGE), a company focused on human longevity and healthy aging through technologically innovative and clinically proven products in regenerative bio-aesthetics, diagnostics, and nutrition (“Longevity”, the “Company

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 16 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme

Longevity Health Holdings, Inc. Common Stock

Filed pursuant to Rule 424(b)(5) Registration File No. 333-284670 PROSPECTUS SUPPLEMENT (to Prospectus dated February 12, 2025) Longevity Health Holdings, Inc. $2,000,000 Common Stock Longevity Health Holdings, Inc. (the “Company”) has entered into a Sales Agreement (the “Sales Agreement”) with Brookline Capital Markets, a division of Arcadia Securities, LLC (the “Sales Agent”), relating to the of

Sales Agreement, dated as of April 14, 2025, by and between Longevity Health Holdings, Inc. and Brookline Capital Markets, a division of Arcadia Securities, LLC

Exhibit 1.1 LONGEVITY HEALTH HOLDINGS, INC. Shares of Common Stock (par value $0.0001 per share) Sales Agreement April 14, 2025 Brookline Capital Markets, a division of Arcadia Securities, LLC 600 Lexington Avenue, 30th Floor New York, New York 10022 Ladies and Gentlemen: Longevity Health Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Brookli

Agreement and Plan of Merger, dated as of April 11, 2025, by and among Longevity Health Holdings, Inc., Longevity Health Biomarkers, Inc., 20/20 Biolabs, Inc. and Jonathan Cohen.

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among LONGEVITY HEALTH HOLDINGS, INC., LONGEVITY HEALTH BIOMARKERS, INC., 20/20 BIOLABS, INC., and Jonathan Cohen, as the Stockholder Representative Dated as of APRIL 11, 2025 TABLE OF CONTENTS Article I DEFINITIONS & INTERPRETATIONS 2 Section 1.1 Certain Definitions 2 Section 1.2 Further Definitions 6 Section 1.3 Interpretation 8 Section 1.4 Currenc

As filed with the Securities and Exchange Commission on April 4, 2025

As filed with the Securities and Exchange Commission on April 4, 2025 Registration No.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 01, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Com

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 15 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 14 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Longevity Health Holdings, Inc. (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registra

Financial Statements Skincare Business (A business of PMGC Holdings Inc.) For the quarterly period ended September 30, 2024 (Unaudited - Expressed in United States Dollars)

EXHIBIT 99.1 Financial Statements Skincare Business (A business of PMGC Holdings Inc.) For the quarterly period ended September 30, 2024 (Unaudited - Expressed in United States Dollars) Skincare Business (A business of PMGC Holdings Inc.) Balance Sheet (Unaudited - Expressed in United States dollar) As of: September 30,2024 ASSETS Current Assets Receivables, net $16,889 Prepaidsand deposits 111,06

Longevity Health Holdings, Inc. Insider Trading Policy

Exhibit 19.1 LONGEVITY HEALTH HOLDINGS, INC. Insider Trading POLICY Longevity Health Holdings, Inc. (the “Company”) has adopted the following policy and procedures for securities trading by Company directors and employees (our “Insider Trading Policy”). Our Insider Trading Policy is intended to prevent the misuse of material nonpublic information, insider trading in securities, and the severe cons

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 Longevity Health Holdings, Inc.

Financial Statements Skincare Business (A business of PMGC Holdings Inc.) For the year ended December 31, 2023 (Expressed in United States Dollars) Independent Auditor’s Report

EXHIBIT 23.1 Financial Statements Skincare Business (A business of PMGC Holdings Inc.) For the year ended December 31, 2023 (Expressed in United States Dollars) Independent Auditor’s Report To Board of Directors and Stockholders of Skincare Business Opinion We have audited the accompanying financial statements of Skincare Business, which comprise the balance sheet as of December 31, 2023, and the

Subsidiaries of Longevity Health Holdings, Inc.

EXHIBIT 21.1 List of Subsidiaries of Longevity Health Holdings, Inc. (registrant) The following are the subsidiaries of the Registrant, Carmell Corporation as of December 31, 2024. Name State of Incorporation Carmell Regen Med Corporation (a wholly-owned subsidiary of the registrant) Delaware Carmell Cosmetics Corporation (a wholly-owned subsidiary of the registrant) Delaware Elevai Skincare, Inc.

Longevity Health Holdings, Inc. Business Conduct and Ethics

Exhibit 14.1 longevity health holdings, inc. CODE OF BUSINESS CONDUCT AND ETHICS Introduction Purpose and Scope The Board of Directors (the “Board of Directors”) of Longevity Health Holdings, Inc. (the “Company”) established this Code of Business Conduct and Ethics to aid the Company’s directors, officers, employees and certain designated agents in making ethical and legal decisions when conductin

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION On January 16, 2025, Longevity Health Holdings, Inc. (formerly Carmell Corporation), a Delaware corporation, (the “Company”) completed, through its wholly owned subsidiary, Elevai Skincare, Inc. (formerly Cutis Cura Corporation), a Delaware corporation (the “Buyer”), the acquisition of substantially all of the assets (the “P

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 24, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Com

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 13 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Longevity Health Holdings, Inc. (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registra

CARMELL CORP REBRANDS AS LONGEVITY HEALTH HOLDINGS TO HIGHLIGHT BUSINESS FOCUS & GROWTH STRATEGY

Exhibit 99.1 CARMELL CORP REBRANDS AS LONGEVITY HEALTH HOLDINGS TO HIGHLIGHT BUSINESS FOCUS & GROWTH STRATEGY PITTSBURGH, Mar. 10, 2025 (GLOBE NEWSWIRE) - Carmell Corporation (Nasdaq: CTCX; CTCXW), a bio-aesthetics company (the “Company”, “we”, “our”, or “us”), today announced a comprehensive corporate rebranding initiative aimed at better aligning the Company’s market and investor facing image wi

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 05, 2025 Longevity Health Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Com

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 12 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme

Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, effective March 5, 2025 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 10, 2025).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARMELL CORPORATION Pursuant to Section 242 of the General Corporation Law of the State of Delaware Carmell Corporation (hereinafter called the “Company”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby ce

Bylaws of Longevity Health Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on March 10, 2025).

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF LONGEVITY HEALTH HOLDINGS, INC. ARTICLE I – MEETINGS OF STOCKHOLDERS Section 1.1 Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Delaware as shall be designated by the Board of Directors or the person or persons calling the meeting. The Board of Directors may in its sole discretion, determine that

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 11 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 04, 2025 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File

PROSPECTUS Filed Pursuant to Rule 424(b)(3)

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-284670 9,332,250 Shares of Common Stock 8,065,210 Shares of Common Stock Issuable Upon the Exercise of Warrants to Purchase Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 17,397,460 shares of common stock, par value $0.0001 per share (the “co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

February 10, 2025

February 10, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for Carmell Corporation Registration Statement on Form S-3 filed February 3, 2025 (File No. 333-284670) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Carmell Corporation (the “Company”) hereb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

As filed with the Securities and Exchange Commission on February 3, 2025

As filed with the Securities and Exchange Commission on February 3, 2025 Registration No.

Form of Indenture

Exhibit 4.6 CARMELL CORPORATION Issuer AND as Trustee INDENTURE Dated as of , 20 Debt Securities CROSS-REFERENCE TABLE(1) SECTION OF TRUST INDENTURE ACT OF 1939, AS AMENDED SECTION(S) OF INDENTURE 310(b) 7.8 311(a) 7.13 311(b) 7.13 312(a) 5.2(a) 312(b) 5.2(b) 312(c) 5.2(c) 313(a) 5.4(a) 313(b) 5.4(b) 313(c) 5.4(b) (1) This Cross-Reference Table does not constitute part of the Indenture and shall n

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Carmell Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 10 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Stateme

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2025 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi

eparation and Release of Claims Agreement, dated January 24, 2025, by and between Carmell Corporation and Kendra Bracken-Ferguson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 24, 2025).

EXHIBIT 10.1 SEPARATION AND RELEASE OF CLAIMS AGREEMENT This SEPARATION AND RELEASE OF CLAIMS AGREEMENT (this “Release”) is by and between Kendra Bracken-Ferguson (the “Executive”) and Carmell Corporation, a Delaware corporation, and its wholly owned subsidiaries (collectively, the “Company”). WHEREAS, the Executive’s employment with the Company will end effective January 20, 2025 (the “Separation

Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2025 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi

Carmell Announces Closing of Elevai Skincare Acquisition

EXHIBIT 99.1 Carmell Announces Closing of Elevai Skincare Acquisition Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced the closing of the previously announced acquisition of the skin and hair care business of Elevai Skincare, Inc. (“Elevai”), a leader in physician dispensed exosome skin an

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 9 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen

Asset Purchase Agreement, dated December 31, 2024, by and among Carmell Corporation, Cutis Cura Corporation, PMGC Holdings Inc. and Elevai Skincare, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 3, 2025).

Exhibit 2.1 ASSET PURCHASE AGREEMENT BY AND AMONG Cutis Cura Corporation, (a Delaware corporation), PMGC HOLDINGS INC. (a Nevada corporation), ELEVAI SKINCARE INC. (a Delaware corporation), AND CARMELL CORPORATION (a Delaware corporation) DATED AS OF DECEMBER 31, 2024 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is made and entered into on December 31, 2024, by and amo

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 8 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 31, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission F

Carmell Announces Execution of Definitive Agreement to Acquire Elevai Skincare, a leader in Physician Dispensed Exosome Skin and Hair Care Products

Exhibit 99.1 Carmell Announces Execution of Definitive Agreement to Acquire Elevai Skincare, a leader in Physician Dispensed Exosome Skin and Hair Care Products PITTSBURGH, January 2, 2025 (GLOBE NEWSWIRE) - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced that it entered into a definitive

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 7 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen

Carmell Announces PIPE Investment From Existing and New Investors To Support Commercial Build-out

EXHIBIT 99.1 Carmell Announces PIPE Investment From Existing and New Investors To Support Commercial Build-out PITTSBURGH, December 24, 2024 (GLOBE NEWSWIRE) - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced that it entered into a securities purchase agreement with new and existing invest

Non-Redemption Agreement, dated July 9, 2023 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2023).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2025, between Carmell Corporation, a Delaware corporation (the “Company”), and each of the purchasers identified on the signature page hereto (including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to th

Form of Common Stock Warrant (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2024).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 23, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission F

Securities Purchase Agreement

Exhibit 10.2 CARMELL CORPORATION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 23, 2024, by and among Carmell Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the Schedule of Purchasers attached as Schedule I hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchaser

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the SEC on December 31, 2024).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

CTCX / Carmell Corporation / Meteora Capital, LLC Passive Investment

SC 13G/A 1 meteoractcx113024a2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carmell Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) November 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropr

November 2024 A Bio-Aesthetics Revolution

November 2024 A Bio-Aesthetics Revolution Certain statements in this Presentation regarding Carmell Corporation (the “Company”) may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 (the “Act”), and such statements are intended to qualify for the protection of the safe harbor provided by the Act.

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 20, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission F

As filed with the U.S. Securities and Exchange Commission on November 18, 2024

As filed with the U.S. Securities and Exchange Commission on November 18, 2024 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARMELL CORPORATION (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation or Organization) 86-1645738 (I.R

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, $0.

Form of Grant Agreement under 2023 Equity Incentive Plan of Carmell Therapeutics Corporation (incorporated by reference Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2024.

EXHIBIT 10.3 Carmell Corporation 2023 Long-Term Incentive Plan Grant Agreement This Grant Agreement, dated [*], (this “Grant Agreement”) evidences the grant of an award pursuant to the provisions of the Carmell Corporation Amended and Restated 2023 Long-Term Incentive Plan, as amended (the “Plan”), by Carmell Corporation (the “Company”) to the individual whose name appears below (the “Participant”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 86-1645738 (State or other jurisdiction of incorporation or organization) (I.

Form of Grant Agreement under 2023 Long-Term Incentive Plan.

EXHIBIT 10.3 Carmell Corporation 2023 Long-Term Incentive Plan Grant Agreement This Grant Agreement, dated [*], (this “Grant Agreement”) evidences the grant of an award pursuant to the provisions of the Carmell Corporation Amended and Restated 2023 Long-Term Incentive Plan, as amended (the “Plan”), by Carmell Corporation (the “Company”) to the individual whose name appears below (the “Participant”

Forward Purchase Agreement Confirmation Amendment, dated as of August 6, 2024, by and among Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Carmell Corporation.

Exhibit 10.2 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of August 6, 2024 (this “Amendment”), is entered into by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), and (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as

Forward Purchase Agreement Confirmation Amendment, dated as of August 6, 2024, by and among Meteora Special Opportunity Fund I, LP, Meteora Capital Partners, LP, Meteora Select Trading Opportunities Master, LP and Carmell Corporation.

Exhibit 10.2 FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT THIS FORWARD PURCHASE AGREEMENT CONFIRMATION AMENDMENT, dated as of August 6, 2024 (this “Amendment”), is entered into by and among (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”), and (iii) Meteora Select Trading Opportunities Master, LP (“MSTO”) (with MSOF, MCP, and MSTO collectively as

CTCX / Carmell Corporation / Meteora Capital, LLC Passive Investment

SC 13G/A 1 meteoractcx09302024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carmell Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appr

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 6 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen

Carmell Corporation 2403 Sidney Street, Suite 300 Pittsburgh, Pennsylvania 15203

Carmell Corporation 2403 Sidney Street, Suite 300 Pittsburgh, Pennsylvania 15203 October 15, 2024 VIA EDGAR CORRESPONDENCE U.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 30, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 5 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 30, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fil

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 4 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen

1,331,452Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 3 (to prospectus dated June 5, 2024) 1,331,452Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement

Amended and Restated Executive Employment Agreement between Carmell Corporation and Rajiv Shukla, dated August 10, 2024.

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”), dated August 13, 2024, is made and entered into by and between Carmell Corporation, a Delaware corporation (the “Company”) and Rajiv Shukla (the “Executive’’) and will be deemed effective as of July 30, 2024 (the “Effective Date”), each of the Company and the Executive, a “party” and together, the “parties.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 86-1645738 ( State or other jurisdiction of incorporation or organization) (I.

Amended and Restated Executive Employment Agreement between Carmell Corporation and Rajiv Shukla, dated August 10, 2024 (incorporated by referenced to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2024).

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT This Amended and Restated Executive Employment Agreement (the “Agreement”), dated August 13, 2024, is made and entered into by and between Carmell Corporation, a Delaware corporation (the “Company”) and Rajiv Shukla (the “Executive’’) and will be deemed effective as of July 30, 2024 (the “Effective Date”), each of the Company and the Executive, a “party” and together, the “parties.

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 2 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen

Employment Agreement, dated July 23, 2024, by and between Carmell Corporation and Kendra Bracken-Ferguson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 29, 2024).

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”), dated July 23, 2024 is made and entered into by and between CARMELL CORPORATION, a Delaware corporation (the “Company”),and Kendra Bracken-Ferguson (the “Executive”), and will be deemed effective as of July 30, 2024 (the “Effective Date”), each of the Company and Executive a “party” and together, the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 29, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File

CARMELL CORPORATION APPOINTS NEW CEO FOLLOWING ADDITION TO THE RUSSELL MICROCAP INDEX Beauty Pioneer, Kendra Bracken-Ferguson Appointed CEO of Carmell Corporation To Champion a Technological Revolution in Regenerative Skincare and Haircare and Build

Exhibit 99.1 CARMELL CORPORATION APPOINTS NEW CEO FOLLOWING ADDITION TO THE RUSSELL MICROCAP INDEX Beauty Pioneer, Kendra Bracken-Ferguson Appointed CEO of Carmell Corporation To Champion a Technological Revolution in Regenerative Skincare and Haircare and Build Beauty and Wellness Platform PITTSBURGH – July 29, 2024 – Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin an

1,331,452 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus Supplement No. 1 (to prospectus dated June 5, 2024) 1,331,452 Shares of Common Stock This prospectus supplement amends and supplements the prospectus of Carmell Corporation (“we,” “us,” or “our”) dated June 5, 2024 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statemen

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 12, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

1,331,452 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-279329 Prospectus 1,331,452 Shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus (the “Selling Stockholders”) of up to an aggregate of 1,331,452 shares of common stock, par value $0.0001 per share (“common stock”), of Carmell Corporation (the “Company,” “w

May 31, 2024

May 31, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street N.E. Washington, D.C. 20549 Re: Acceleration Request for Carmell Corporation Registration Statement on Form S-1/A filed May 30, 2024 (File No. 333-279329) Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Carmell Corporation (the “Company”) hereby reque

As filed with the Securities and Exchange Commission on May 30 , 2024 Registration No. 333-279329 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1

Table of Contents As filed with the Securities and Exchange Commission on May 30 , 2024 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 86-1645738 ( State or other jurisdiction of incorporation or organization) (I.

As filed with the Securities and Exchange Commission on May 10, 2024 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARMELL CORPORATION

Table of Contents As filed with the Securities and Exchange Commission on May 10, 2024 Registration No.

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Carmell Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (2) Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. 1

507654890.2 ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K/A Amendment No. 1 (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORAT

CTCX / Carmell Corporation / SANDSTONE Asset Management - SC 13G/A UNDER 5% SANDSTONE Passive Investment

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Carmell Corporation (formerly known as Alpha Healthcare Acquisition Corp. III) (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) April 4, 2024 (Date of Event Which Requires

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 04, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File

Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2024).

EXHIBIT 10.1 CARMELL CORPORATION SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April [], 2024, by and among Carmell Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the Schedule of Purchasers attached as Schedule I hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”)

Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 4, 2024).

EXHIBIT 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of April [], 2024, between Carmell Corporation, a Delaware corporation (the “Company”), and each of the purchasers identified on the signature page hereto (including its successors and assigns, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursua

Carmell Announces $3.0 Million Private Placement

EXHIBIT 99.1 Carmell Announces $3.0 Million Private Placement PITTSBURGH, Apr 4, 2024 - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced that it entered into a securities purchase agreement with new and existing investors for the issuance and sale of 1,331,452* shares of its common stock i

Longevity Health Holdings, Inc. Compensation Recovery Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024).

EXHIBIT 97.1 CARMELL CORPORATION COMPENSATION RECOVERY POLICY Carmell Corporation, a Delaware corporation (the “Company”), has adopted a Compensation Recovery Policy (this “Policy”) as described below. 1. Overview The Policy sets forth the circumstances and procedures under which the Company shall recover Erroneously Awarded Compensation from Covered Persons (as defined below) in accordance with r

Description of Securities (incorporated by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on April 1, 2024).

EXHIBIT 4.1 DESCRIPTION OF CARMELL CORPORATION’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Carmell Corporation (the “Company”) has two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: the Company’s common stock, par value $0.0001 per share (“Common Stock”), and the Company’s redeemable warrants, each who

Carmell Announces Successful Closing of Axolotl Biologix Sale Transaction

EXHIBIT 99.1 Carmell Announces Successful Closing of Axolotl Biologix Sale Transaction PITTSBURGH, March 27, 2024 (GLOBE NEWSWIRE) - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced the successful closing of the previously announced sale of its wholly owned subsidiary, Axolotl Biologix (“A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 86-1645738 ( State or other jurisdiction of incorporation or organization) (I.

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File

Carmell Corporation Code of Business Conduct and Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 filed with the SEC on April 1, 2024).

EXHIBIT 14.1 CARMELL CORPORATION CODE OF BUSINESS CONDUCT AND ETHICS Introduction Purpose and Scope The Board of Directors (the “Board of Directors”) of Carmell Corporation (the “Company”) established this Code of Business Conduct and Ethics to aid the Company’s directors, officers, employees and certain designated agents in making ethical and legal decisions when conducting the Company’s business

Form of Grant Agreement under 2023 Equity Incentive Plan of Carmell Therapeutics Corporation (incorpotated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024).

Carmell Corporation 2023 Long-Term Incentive Plan Grant Agreement This Grant Agreement, dated [*], (this “Grant Agreement”) evidences the grant of an option pursuant to the provisions of the Carmell Corporation Amended and Restated 2023 Long-Term Incentive Plan, as amended (the “Plan”), by Carmell Corporation (the “Company”) to the individual whose name appears below (the “Participant”), covering the specific number of shares of Common Stock of the Company (“Shares”) set forth below, pursuant to the provisions of the Plan and on the following terms and conditions: 1.

Subsidiaries of the Company (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2024).

EXHIBIT 21.1 List of Subsidiaries of Carmell Corporation (registrant) The following are the subsidiaries of the Registrant, Carmell Corporation, included in the Registrant’s Annual Report on Form 10-for the year ended December 31, 2023. Other subsidiaries are not listed because such subsidiaries are inactive. Name State of Incorporation Carmell Regen Med Corporation (a wholly-owned subsidiary of t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission File

PITTSBURGH, March 20, 2024 (GLOBE NEWSWIRE) -- Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced the execution of a definitive agreement to s

Exhibit 99.1 PITTSBURGH, March 20, 2024 (GLOBE NEWSWIRE) - Carmell Corporation (Nasdaq: CTCX), a bio-aesthetics company focused on skin and hair health (“Carmell”, the “Company”, “we”, “our”, or “us”), today announced the execution of a definitive agreement to sell its wholly owned subsidiary, Axolotl Biologix (“AxoBio”) to the initial sellers of AxoBio for 3,845,337 shares of Carmell common stock

Membership Interest Purchase Agreement, effective March 20, 2024, by and among Carmell Corporation, Axolotl Biologix, LLC, Burns Ventures, LLC, H. Rodney Burns, AXO XP, LLC, and Protein Genomics, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 26, 2024).

Exhibit 10.1 Membership Interest Purchase Agreement by and among Axolotl Biologix, LLC, a Delaware limited liability company and Carmell Corporation, A Delaware corporation and Burns Ventures, LLC, a Texas limited liability company and H. Rodney Burns, a Texas individual and AXO XP, LLC, An Arizona limited liability company and Protein Genomics, Inc. a Delaware corporation dated as of March 20 , 2

US1429221039 / CARMELL THERAPEUTICS CORP A / Meteora Capital, LLC Passive Investment

SC 13G 1 meteoractcx123123.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Carmell Therapeutics Corp (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the a

US1429221039 / CARMELL THERAPEUTICS CORP A / P SCHOENFELD ASSET MANAGEMENT LP - CARMELL CORPORATION Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carmell Corporation (formerly known as Alpha Healthcare Acquisition Corp. III) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement

US1429221039 / CARMELL THERAPEUTICS CORP A / Sculptor Capital LP - SC 13G/A Passive Investment

SC 13G/A 1 d771575dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Carmell Corporation (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statemen

US1429221039 / CARMELL THERAPEUTICS CORP A / BALYASNY ASSET MANAGEMENT LLC - SC 13G/A Passive Investment

SC 13G/A 1 d753057dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carmell Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriat

JOINT FILING AGREEMENT

EX-99.1 2 d753057dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including additional amendments thereto) with respect to the shares of Common Stock, $0.0001 par value per share, of Carmell Corp

US1429221039 / CARMELL THERAPEUTICS CORP A / Antara Capital LP Passive Investment

SC 13G/A 1 formsc13gacarmellcorp.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Carmell Corporation (f/k/a Alpha Healthcare Acquisition Corp. III) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event whic

US1429221039 / CARMELL THERAPEUTICS CORP A / Linden Capital L.P. - SC 13G/A Passive Investment

SC 13G/A 1 d702651dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Carmell Corporation (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check

US1429221039 / CARMELL THERAPEUTICS CORP A / Newlin Investment Co 1, LLC - SC 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Carmell Corporation (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 142922103 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w

Joint Filing Agreement

Exhibit 99.1 CUSIP No. 142922103 Page 1 of 1 Page JOINT FILING AGREEMENT The undersigned, the Reporting Persons named in Schedule 13G, hereby agree that this Schedule 13G is filed on behalf of them and that each Reporting Person is responsible for the timely filing of any other amendments to the Schedule 13G. Each Reporting Person further agrees that each of them is responsible for the completenes

Power of Attorney

Exhibit 99.2 CUSIP No. 142922103 Page 1 of 1 Page POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS NEWLIN INVESTMENT COMPANY 1, LLC (“NLLC”) does hereby make, constitute and appoint William R. Newlin its true and lawful attorney, to execute and deliver in its name and on its behalf whether NLLC acting individually or as representative of others, any and all filings required to be made by NLLC

US1429221039 / CARMELL THERAPEUTICS CORP A / INTEGRATED CORE STRATEGIES (US) LLC Passive Investment

SC 13G/A 1 CTCX13GA2.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (AMENDMENT NO. 2) CARMELL CORPORATION (formerly Alpha Healthcare Acquisition Corp. III) (Name of Issuer) COMMON STOCK, PAR VALUE $0.0001 PER SHARE (Title of Class of Securities) 142922103 (CUSIP Number) DECEMBER 31, 2023 (Date of event which requir

Carmell Corp Announces Addition of Dr. Adam Rubinstein to Scientific Advisory Board

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 10, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi

Carmell Corp Announces Addition of Dr. Gregory A. Buford to Scientific Advisory Board

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Carmell Corp Announces Addition of Dr. Jason D. Bloom to Scientific Advisory Board

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

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Carmell Corp Announces Addition of Dr. Adam Rubinstein to Scientific Advisory Board

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Carmell Corp Announces Addition of Dr. Bradley Calobrace to Scientific Advisory Board

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 08, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 09, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi

Carmell Corp Announces Addition of Dr. Sean Kelishadi to Scientific Advisory Board

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Carmell Corp Announces Addition of Dr. Jason D. Bloom to Scientific Advisory Board

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Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 08, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2024 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 29, 2023 Carmell Corporation (Exact name of Registrant as Specified in Its Charter) Delaware 001-40228 86-1645738 (State or Other Jurisdiction of Incorporation) (Commission F

Executive Employment Agreement between Carmell Corporation and Rajiv Shukla, dated December 29, 2023

Exhibit 10.1 EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the "Agreement"), dated December 29, 2023, is made and entered into by and between CARMELL CORPORATION, a Delaware corporation (the "Company") and Rajiv Shukla ("Executive''), and will be deemed effective as of July 15, 2023 (the "Effective Date"), each of the Company and Executive a "party" and together, the "parties

CTCX / Carmell Therapeutics Corp - Class A / Shukla Rajiv - SC 13G Passive Investment

SC 13G 1 form4-rshukla112122.htm SC 13G SEC Form 4 FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL ☐ ☐ Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations ma

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): November 15, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation) (Commission F

Carmell Corp Announces Addition of Scott Frisch and Gilles Spenlehauer to Board of Directors

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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,

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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

ROC UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-40228 CARMELL CORPORATION (Exact Name of Registrant as Specified in its Charter) Delaware 86-1645738 ( State or other jurisdiction of incorporation or organization) (I.

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporati

Axolotl Biologix, Inc. Financial Statements December 31, 2022 and 2021

Exhibit 99.2 Axolotl Biologix, Inc. Financial Statements December 31, 2022 and 2021 Table of Contents Report of Independent Registered Public Accounting Firm 1 Financial Statements: Balance Sheets as of December 31, 2022 and 2021 2 Statements of Operations for the years ended December 31, 2022 and 2021 3 Statements of Changes in Stockholder’s Deficit for the years ended December 31, 2022 and 2021

Axolotl Biologix, Inc. Unaudited Condensed Financial Statements For the Six Months Ended June 30, 2023 and 2022

Exhibit 99.1 Axolotl Biologix, Inc. Unaudited Condensed Financial Statements For the Six Months Ended June 30, 2023 and 2022 Index to Condensed Financial Statements Financial Statements Condensed Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022 3 Condensed Statements of Income for the six months ended June 30, 2023 (unaudited) and 2022 (unaudited) 4 Condensed Statements of Chan

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report unless defined below. As used in this unaudited pro forma condensed combined financial information, “Carmell” refers to Carmell Therapeutics Corporation prior to the Business Combination. On July 14, 2023 (“Closin

Carmell Corporation Announces Completion of Post-Merger Integration with Axolotl Biologix and New Organizational Structure Aligned with Focus on Aesthetics

Exhibit 99.1 Carmell Corporation Announces Completion of Post-Merger Integration with Axolotl Biologix and New Organizational Structure Aligned with Focus on Aesthetics September 5, 2023 PITTSBURGH—(BUSINESS WIRE)—Carmell Corporation (Nasdaq: CTCX) (“Carmell”), a regenerative care company, today announced the completion of post-merger integration with Flagstaff-based Axolotl Biologix, a profitable

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 31, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation) (Commission Fil

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporatio

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CARMELL THERAPEUTICS CORP.

Exhibit 99.2 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF CARMELL THERAPEUTICS CORP. You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes included as exhibits or incorporated by reference into the Current Report on Form 8-K, as amended (the

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report, unless defined below. As used in this unaudited pro forma condensed combined financial information, “Carmell” refers to Carmell Therapeutics Corporation prior to the Business Combination. The unaudited pro forma

CARMELL THERAPEUTICS CORPORATION CONDENSED FINANCIAL STATEMENTS TABLE OF CONTENTS Page Condensed Balance Sheets at June 30, 2023 (Unaudited) and December 31, 2022 F-2 Unaudited Condensed Statements of Operations for the Six Months Ended June 30, 2023

Exhibit 99.1 CARMELL THERAPEUTICS CORPORATION CONDENSED FINANCIAL STATEMENTS TABLE OF CONTENTS Page Condensed Balance Sheets at June 30, 2023 (Unaudited) and December 31, 2022 F-2 Unaudited Condensed Statements of Operations for the Six Months Ended June 30, 2023 and 2022 F-3 Unaudited Condensed Statements of Changes in Stockholders’ Deficit for the Six Months Ended June 30, 2023 and 2022 F-4 Unau

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).

EX-10.7 Exhibit 10.7 CARMELL THERAPEUTICS CORPORATION INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between Carmell Therapeutics Corporation, a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHER

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2023 CARMELL CORPORATIO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 9, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation) (Commission File

Investor Rights and Lock-up Agreement, dated July 14, 2023, by and among Carmell Therapeutics Corporation (f/k/a Alpha Healthcare Acquisition Corp. III), and the parties listed as Investors thereto (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on August 14, 2023).

EX-10.6 Exhibit 10.6 INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of July 14, 2023, by and among Carmell Therapeutics Corporation (f/k/a Alpha Healthcare Acquisition Corp. III), a Delaware corporation, (the “Company”) and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinaft

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Carmell Corporation (Exact name of registrant as specified i

First Amendment to Agreement and Plan of Merger, by and among Carmell Therapeutics Corporation, Aztec Merger Sub, Inc. and Axolotl Biologix, Inc., dated August 9, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 14, 2023).

EX-10.1 Exhibit 10.1 EXECUTION VERSION FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of August 9, 2023 by and among Carmell Corporation, a Delaware corporation (“Carmell”), Aztec Merger Sub, Inc., a Delaware corporation and wholly- owned direct subsidiary of Carmell (“Merger Sub”), and Axolotl Bio

Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Voting Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2023).

EX-3.1 Exhibit 3.1 CARMELL THERAPEUTICS CORPORATION CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE VOTING PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW CARMELL THERAPEUTICS CORPORATION, a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the

Carmell Announces Successful Closing of Merger with Axolotl Biologix and Launch of a New Brand Identity

EX-99.1 Exhibit 99.1 Carmell Announces Successful Closing of Merger with Axolotl Biologix and Launch of a New Brand Identity August 9, 2023 PITTSBURGH & FLAGSTAFF, Ariz.—(BUSINESS WIRE)—Carmell Corporation (Nasdaq: CTCX) (“Carmell”), a regenerative care company today announced the successful closing of the previously announced merger with Flagstaff-based Axolotl Biologix, a profitable regenerative

As filed with the Securities and Exchange Commission on August 7, 2023 Registration No . 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CARMELL CORPORATION

Table of Contents As filed with the Securities and Exchange Commission on August 7, 2023 Registration No .

Form of Investor Rights and Lock-up Agreement.

Exhibit 10.1 INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of July 14, 2023, by and among Carmell Therapeutics Corporation (f/k/a Alpha Healthcare Acquisition Corp. III), a Delaware corporation, (the “Company”) and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becom

Filing Fee Table

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables S-1 (Form Type) Carmell Corporation (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Common Stock, par value $0.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 26, 2023 CARMELL CORPORATION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 26, 2023 CARMELL CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation) (Commission File

Agreement and Plan of Merger, by and among Carmell Corporation, Aztec Merger Sub, Inc. and Axolotl Biologix, Inc., dated July 26, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the SEC on August 1, 2023).

Exhibit 10.1 CERTAIN CONFIDENTIAL INFORMATION MARKED BY [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL AGREEMENT AND PLAN OF MERGER BY AND AMONG CARMELL THERAPEUTICS CORPORATION, AZTEC MERGER SUB, INC., AND AXOLOTL BIOLOGIX, INC. DATED AS OF JULY 26, 2023 TABLE OF CONTENTS Page ARTICLE 1 CERTAIN DEFINI

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 Axol

Exhibit 99.2 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 cl

Carmell Therapeutics Announces Merger with Axolotl Biologix, a Profitable Regenerative Medicine Company

Exhibit 99.1 Carmell Therapeutics Announces Merger with Axolotl Biologix, a Profitable Regenerative Medicine Company July 27, 2023 PITTSBURGH, PA & FLAGSTAFF, AZ (BUSINESS WIRE): Carmell Therapeutics Corporation (Nasdaq: CTCX) (“Carmell”), a regenerative medicine company today announced the execution of a definitive agreement and plan of merger (the “Merger Agreement”) with Flagstaff-based Axolotl

Certificate of Amendment to Third Amended and Restated Certificate of Incorporation, effective August 1, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on August 1, 2023).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CARMELL THERAPEUTICS CORPORATION a Delaware corporation Carmell Therapeutics Corporation, a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “General Corporation Law”), does hereby certify: 1. That the name of the Co

Subsidiaries of Carmell Corporation (incorporated by reference to Exhibit 21.1 to Carmell Corporation’s Form 8-K filed with the SEC on July 20, 2023).

EX-21.1 Exhibit 21.1 Subsidiaries of Carmell Therapeutics Corporation Carmell Regen Med Corporation

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

EX-99.1 Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Defined terms included below have the same meaning as terms defined and included elsewhere in the Current Report, unless defined below. As used in this unaudited pro forma condensed combined financial information, “Carmell” refers to Carmell Therapeutics Corporation prior to the Business Combination. The unaudited pr

Alpha Healthcare Acquisition Corp. III Announces Successful Closing of Business Combination with Carmell Therapeutics Corporation

EX-99.2 Exhibit 99.2 Alpha Healthcare Acquisition Corp. III Announces Successful Closing of Business Combination with Carmell Therapeutics Corporation July 14, 2023 03:12 PM Eastern Daylight Time NEW YORK & PITTSBURGH—(BUSINESS WIRE)—Alpha Healthcare Acquisition Corp. III (Nasdaq: ALPA) (“ALPA”), a special purpose acquisition company led by Mr. Rajiv Shukla, today announced the successful completi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 CARMELL THERAPEUTIC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 CARMELL THERAPEUTICS CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation) (Com

Bylaws of Carmell Therapeutics Corporation (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed with the SEC on July 20, 2023).

EX-3.2 Exhibit 3.2 BYLAWS OF CARMELL THERAPEUTICS CORPORATION ARTICLE I – MEETINGS OF STOCKHOLDERS Section 1.1 Place of Meetings. Meetings of the stockholders shall be held at such place within or without the State of Delaware as shall be designated by the Board of Directors or the person or persons calling the meeting. The Board of Directors may in its sole discretion, determine that the meeting

Third Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 20, 2023).

EX-3.1 Exhibit 3.1 THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF ALPHA HEALTHCARE ACQUISITION CORP. III July 14, 2023 Alpha Healthcare Acquisition Corp. III, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Alpha Healthcare Acquisition Corp. III”. The original certificat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 ALPHA HEALTHCARE AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 14, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2023 ALPHA HEALTHCARE AC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 11, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2023 ALPHA HEALTH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorp

Forward Purchase Agreement, dated July 9, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 10, 2023).

Exhibit 10.1 Execution Version Date: July 9, 2023 To: Alpha Healthcare Acquisition Corp. III, a Delaware corporation (“Alpha” or “ALPA”) and Carmell Therapeutics Corporation, a Delaware corporation (“Target”). Address: 1177 Avenue of the Americas, 5th Floor New York, New York 10036 From: (i) Meteora Special Opportunity Fund I, LP (“MSOF”), (ii) Meteora Capital Partners, LP (“MCP”) and (iii) Meteor

Non-Redemption Agreement, dated July 9, 2023

EX-10.2 Exhibit 10.2 Execution Version NON-REDEMPTION AGREEMENT This NON-REDEMPTION AGREEMENT (this “Agreement”), dated as of July 9, 2023, is made by and among Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company” or “ALPA”), and the Backstop Investor (as defined below). WHEREAS, the Company is a special purpose acquisition company whose Class A Common Stock (“Common Stock

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2023 ALPHA HEALTH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 9, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 ALPHA HEALTH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorp

Carmell Therapeutics Merger With Alpha Healthcare Acquisition Corp III (Nasdaq: ALPA) July 6, 2023

Exhibit 99.1 Carmell Therapeutics Merger With Alpha Healthcare Acquisition Corp III (Nasdaq: ALPA) July 6, 2023 PRESENTERS Rajiv Shukla Chairman & CEO, Alpha Healthcare Acquisition Corp. III Executive Chairman of “New Carmell” • 4-time public company CEO, since 2013 • Served as Director on the Boards of 14 companies • Raised $500+ million via IPO+PIPE as CEO since 2017 • Closed ~$65 billion in hea

Kristina: Live from NASDAQ’s MarketSite. I’m your host, Kristina Ayanian, and joining me today is Chairman and CEO of the Alpha Healthcare SPACs, Rajiv Shukla. Rajiv, thank you so much for joining us.

EX-99.2 Exhibit 99.2 Kristina: Live from NASDAQ’s MarketSite. I’m your host, Kristina Ayanian, and joining me today is Chairman and CEO of the Alpha Healthcare SPACs, Rajiv Shukla. Rajiv, thank you so much for joining us. Rajiv: Thanks for having me. Kristina. Kristina: Let’s talk about your background. You have over 25 years, an extensive period of time in M&A. Talk a little about your investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 ALPHA HEALTH

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of in

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 ALPHA HEALT

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of i

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 ALPHA HEALT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 27, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incor

Alpha Healthcare Acquisition Corp. III Announces

EX-99.1 Exhibit 99.1 Alpha Healthcare Acquisition Corp. III Announces Non-Binding Letter of Intent to Acquire a Commercial Stage Regenerative Medicine Company Conditioned Upon Closing of Carmell Business Combination June 27, 2023 NEW YORK—Alpha Healthcare Acquisition Corp. III (Nasdaq: ALPA) (“ALPA”), a special purpose acquisition company led by Mr. Rajiv Shukla, today announced the execution of a

PROXY STATEMENT FOR SPECIAL MEETING OF ALPHA HEALTHCARE ACQUISITION CORP. III PROSPECTUS FOR 15,000,000 SHARES OF CLASS A COMMON STOCK

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-269773 PROXY STATEMENT FOR SPECIAL MEETING OF ALPHA HEALTHCARE ACQUISITION CORP. III PROSPECTUS FOR 15,000,000 SHARES OF CLASS A COMMON STOCK All of the members of the board of directors of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (“ALPA”), voting on the transaction approved the Business Combination Agree

Alpha Healthcare Acquisition Corp. III 1177 Avenue of the Americas, 5th Floor New York, New York 10036

CORRESP Alpha Healthcare Acquisition Corp. III 1177 Avenue of the Americas, 5th Floor New York, New York 10036 June 22, 2023 VIA EDGAR Michael Fay Brian Cascio Jessica Ansart Katherine Bagley Office of Industrial Applications and Services Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Alpha Healthcare Acquisition Corp. III Acce

Form of Proxy for Stockholders of Alpha Healthcare Acquisition Corp. III

EX-99.1 4 d444985dex991.htm EX-99.1 Exhibit 99.1 PRELIMINARY PROXY SPECIAL MEETING OF STOCKHOLDERS THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ALPHA HEALTHCARE ACQUISITION CORP. III P R O X Y C A R D The undersigned appoints Rajiv Shukla as proxy, with the power to appoint a substitute, and hereby authorizes such person to represent and to vote, as designated on the reverse side

Business Combination Agreement, dated as of January 4, 2023, by and among Alpha Healthcare Acquisition Corp. III, Candy Merger Sub, Inc. and Carmell Corporation (incorporated by reference to Annex A to the proxy statement/prospectus contained in Carmell Corporation’s Registration Statement on S-4/A, filed with the SEC on June 23, 2023).

S-4/A Table of Contents As filed with the Securities and Exchange Commission on June 20, 2023 Registration No.

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SEC Response Letter June 20, 2023 Michael Fay Brian Cascio Jessica Ansart Katherine Bagley Office of Industrial Applications and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

Form of Common Stock Purchase Agreement by and between Alpha Healthcare Acquisition Corp. III, Carmell Therapeutics Corporation and the investor named therein (incorporated by reference to Exhibit 10.33 to the Company’s Registration Statement on Form S-4/A filed with the SEC on June 8, 2023).

EX-10.33 2 d444985dex1033.htm EX-10.33 Exhibit 10.33 COMMON STOCK PURCHASE AGREEMENT Dated as of May [], 2023 by and among ALPHA HEALTHCARE ACQUISITION CORP. III CARMELL THERAPEUTICS CORPORATION and [] TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 2 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 3 Section 2.1. Purchase and Sale of Stock 3 Section 2.2. Closing; Closing Date 3 Section 2.3. Initial Publ

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SEC Response Letter June 8, 2023 Michael Fay Brian Cascio Jessica Ansart Katherine Bagley Office of Industrial Applications and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

2023 Equity Incentive Plan of Carmell Therapeutics Corporation (incorporated by reference to Exhibit 10.3 to Carmell Therapeutics Corporation’s Registration Statement on S-4/A, filed with the SEC on June 23, 2023).

Table of Contents As filed with the Securities and Exchange Commission on June 8 , 2023 Registration No.

2009 Equity Incentive Plan of Carmell Therapeutics Corporation

Exhibit 10.2 CARMELL THERAPEUTICS CORPORATION 2009 STOCK INCENTIVE PLAN 1. Purpose of the Plan. The purpose of the CarMell Therapeutics Corporation 2009 Stock Incentive Plan (the “Plan”) is to promote the interests of CarMell Therapeutics Corporation (the “Company”), any of its subsidiaries and its stockholders by (i) attracting and retaining employees, officers, directors, consultants and advisor

Consent of Rich Upton

EX-99.11 Exhibit 99.11 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration St

Consent of Steve Bariahtaris

EX-99.9 Exhibit 99.9 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Stat

Consent of Kathryn Gregory

Exhibit 99.7 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”)

Subsidiaries of Alpha Healthcare Acquisition Corp. III

Exhibit 21.1 Subsidiaries of ALPA Candy Merger Sub, Inc., a Delaware corporation

Letter of Intent by and between ALPA and the Investor related to Equity Line of Credit, dated as of May 5, 2023

Exhibit 10.32 Term Sheet for an Equity Line of Credit The purpose of this letter is to set forth the indicative terms pursuant to which, subject to certain conditions set forth herein, the Investor (defined on signature page) would invest in certain securities of the Company (defined below). The terms and conditions set forth herein are subject to change and this letter does not constitute an offe

Consent of Rajiv Shukla

Exhibit 99.3 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”)

Consent of Randy W. Hubbell

EX-99.5 Exhibit 99.5 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Stat

Consent of William Newlin

Exhibit 99.6 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”)

Consent of Patrick Sturgeon

EX-99.4 Exhibit 99.4 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Stat

As filed with the Securities and Exchange Commission on May 26, 2023 Registration No. 333-269773 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 to FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 19

Table of Contents As filed with the Securities and Exchange Commission on May 26, 2023 Registration No.

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CORRESP May 26, 2023 Michael Fay Brian Cascio Jessica Ansart Celeste Murphy Office of Industrial Applications and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

Consent of Jamie Garza

Exhibit 99.8 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration Statement”)

Form of Indemnification Agreement to be entered into by and between Carmell Therapeutics Corporation and each of its executive officers and directors in connection with the closing of the Business Combination.

Exhibit 10.1 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [•], 2023, by and between Carmell Therapeutics Corporation, a Delaware corporation (the “Corporation”), and [•] (“Indemnitee”). WHEREAS, highly competent persons have become more reluctant to serve publicly held corporations as directors, officers or in other capacities unless they are provided with adequate

Consent of David Anderson

EX-99.10 Exhibit 99.10 In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4 of Alpha Healthcare Acquisition Corp. III, a Delaware corporation (the “Company”), with the Securities and Exchange Commission, and all amendments (including post-effective amendments) thereto (the “Registration St

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CORRESP Goodwin Procter LLP 620 Eighth Avenue New York, NY 10018 T: 212.813.8800 goodwinprocter.com May 16, 2023 VIA EDGAR Office of Real Estate & Construction Division of Corporation Finance U.S. Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549 Re: Alpha Healthcare Acquisition Corp. III Form 10-K for the year ended December 31, 2022 Filed March 17, 2023 File No. 001-4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPOR

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Alpha Healthcare Acquisition Corp. III (Exact name of regis

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CORRESP May 5, 2023 Michael Fay Brian Cascio Jessica Ansart Celeste Murphy Office of Industrial Applications and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

Form of Investor Rights Agreement

Exhibit 10.7 INVESTOR RIGHTS AND LOCK-UP AGREEMENT THIS INVESTOR RIGHTS AND LOCK-UP AGREEMENT (this “Agreement”) is entered into as of [•], 2023, by and among Carmell Therapeutics Corporation (f/k/a Alpha Healthcare Acquisition Corp. III), a Delaware corporation, (the “Company”) and the parties listed as Investors on Schedule I hereto (each, including any person or entity who hereinafter becomes a

As filed with the Securities and Exchange Commission on May 5, 2023

S-4/A Table of Contents As filed with the Securities and Exchange Commission on May 5, 2023 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 ALPHA HEALTHC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 ALPHA HEALTHC

425 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 1, 2023 ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jurisdiction of inc

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 (March 29,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 (March 29, 2023) ALPHA HEALTHCARE ACQUISITION CORP. III (Exact name of registrant as specified in its charter) Delaware 001-40228 86-1645738 (State or other jur

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CORRESP March 23, 2023 Michael Fay Al Pavot Margaret Schwartz Celeste Murphy Office of Industrial Applications and Services Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.

License Agreement, dated January 30, 2008, by and between Carnegie Mellon University and Carmell Therapeutics Corporation (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on S-4/A filed with the SEC on June 21, 2023).

EX-10.8 Exhibit 10.8 LICENSE AGREEMENT Carnegie Mellon University - CarMell, LLC This Agreement (hereinafter “this Agreement”) entered into as of January 30, 2008 (“Effective Date”) by and between Carnegie Mellon University, a Pennsylvania not-for-profit corporation, having a principal place of business at 5000 Forbes Avenue, Pittsburgh, PA (“Carnegie Mellon”) and CarMell, LLC, a limited liability

Office Lease Agreement, dated March 27, 2017, by and between RJ Equities LP and Carmell Therapeutics Corporation (incorporated by reference to Exhibit 10.18 to the Company’s Registration Statement on S-4/A filed with the SEC on June 21, 2023).

EX-10.21 Exhibit 10.21 OFFICE LEASE AGREEMENT between RJ EQUITIES LP (Landlord) and CARMELL THERAPEUTICS CORPORATION (Tenant) Dated: March 27, 2017 TABLE OF CONTENTS ARTICLE 1. BASIC TERMS 1 ARTICLE 2. PREMISES 2 ARTICLE 3. TERM AND COMMENCEMENT 3 ARTICLE 4. CONSTRUCTION OF PREMISES 4 ARTICLE 5. BASE RENT 6 ARTICLE 6. RENT ESCALATION 6 ARTICLE 7. LATE PAYMENT 9 ARTICLE 8. USE OF PREMISES 10 ARTICL

Amended and Restated Consultant Agreement, dated December 15, 2020, by and between Carmell Corporation and Donna Godward (incorporated by reference to Exhibit 10.16 to Carmell Corporation’s Registration Statement on S-4/A, filed with the SEC on June 23, 2023).

EX-10.18 Exhibit 10.18 SCHEDULE 10.18 Carmell Therapeutics Corporation AMENDED AND RESTATED CONSULTANT AGREEMENT This Amended and Restated Consultant Agreement (“Agreement”) is entered into as of December 15, 2020 (the “Effective Date”) by and between Carmell Therapeutics Corporation (“Carmell”), with offices at 2403 Sidney Street, Suite 300, Pittsburgh, Pennsylvania, 15203 and Donna Godward (“Con

Amended and Restated II Consultant Agreement, dated December 15, 2020, by and between Carmell Corporation and Dr. James Hart (incorporated by reference to Exhibit 10.12 to Carmell Corporation’s Registration Statement on S-4/A, filed with the SEC on June 23, 2023).

EX-10.15 Exhibit 10.15 SCHEDULE 10.15 Carmell Therapeutics Corporation AMENDED AND RESTATED II CONSULTANT AGREEMENT This Amended and Restated Consultant Agreement (“Agreement”) is entered into as of December 15, 2020 (the “Effective Date”) by and between Carmell Therapeutics Corporation (“Carmell”), with offices at 2403 Sidney Street, Suite 300, Pittsburgh, Pennsylvania, 15203 and Dr. James Hart (

Form of Third Amended and Restated Certificate of Incorporation of Alpha Healthcare Acquisition Corp. III (attached as Annex C to the proxy statement/prospectus contained in this registration statement).

Table of Contents As filed with the Securities and Exchange Commission on March 23 , 2023 Registration No.

10% Original Issue Discount Senior Secured Convertible Note Due January 19, 2023, by and between Carmell Therapeutics Corporation and Verition Multi-Strategy Master Fund Ltd. (incorporated by reference to Exhibit 10.22 to the Company’s Registration Statement on S-4/A filed with the SEC on June 21, 2023).

EX-10.25 Exhibit 10.25 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFEC