Carmell Corporation (NASDAQ: CTCX) shares rocketed Thursday, as the bio-aesthetics company focused on skin and hair health, today announced that it entered into a definitive purchase agreement with PMGC Holdings Inc. (formerly Elevai Labs Inc.) and its wholly owned subsidiary, Elevai Skincare Inc., to acquire the assets related to its skincare and haircare business.
The purchase consideration for the Acquisition is as follows:
• Approximately $1.1 million in Carmell common stock at the closing of the Acquisition (the “Closing”);
• Approximately $57,000 in cash upon the sale of specified inventory existing as of the Closing;
• Contingent earnout consideration consisting of:
• 5% of net sales from Elevai’s existing products paid annually during the five-year period following the Closing, and
• a one-time milestone payment of $500,000 if Elevai’s hair and scalp products achieve $500,000 in net revenue within 24 months following the Closing; and
• Carmell’s assumption of contractual liabilities and trade payables of Elevai at the Closing.
As part of the Acquisition, Carmell expects to acquire the following assets of Elevai:
• Product portfolio with trailing 12-month revenue of approximately $2.5 million;
• Commercial and product development team;
• Finished and work-in-process inventory of approximately $1.0 million; and
• Accounts receivable of approximately $0.03 million.
CTCX shares popped 82 cents, or 184.5%, to 53 cents.
