NEWPORT BEACH, Calif., Jan. 02, 2025 (GLOBE NEWSWIRE) — PMGC Holdings Inc (NASDAQ: ELAB), a diversified holding company, and 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 purchase agreement with PMGC Holdings Inc. (formerly Elevai Labs Inc.) and its wholly owned subsidiary, Elevai Skincare Inc. (“Elevai”), to acquire the assets related to its skincare and haircare business (the “Acquisition”).
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 5-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 twelve-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.
Said Mr. Rajiv Shukla, Chairman of Carmell, “This acquisition will integrate one of the newest advances in stem cell derived exosome technology into the Carmell platform, further cementing our status as the home of the best bio-aesthetic skincare science, Built by Biology just as Nature intended.”
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Elevai Skincare Inc.
A subsidiary of PMGC Holdings, Elevai is developing and commercializing cutting-edge physician-dispensed skin and hair care applications that focuses on science-backed applications for the physician-dispensed market, utilizing cutting-edge technologies to redefine skincare and hair care, including its stem cell exosome technology.
About Carmell
Carmell is a bio-aesthetics company that utilizes the Carmell Secretome™ to support skin and hair health. The Carmell Secretome™ consists of a potent cocktail of growth factors and proteins extracted from allogeneic human platelets sourced from U.S. Food and Drug Administration-approved tissue banks. Over the past 7 years, the Company has extensively tested the technology underpinning the Carmell Secretome™. Additionally, the Company has developed a novel microemulsion formulation that enables delivery of lipophilic and hydrophilic ingredients without relying on the Foul Fourteen™, 14 potentially harmful excipients that are commonly used by other companies to impart texture, stability, and other desirable physicochemical attributes to cosmetic products. Carmell’s microemulsion formulations do not utilize mineral or vegetable oils and are designed to be non-comedogenic. The Company is also developing a line of men’s products and a line of topical haircare products. All products are tailored to meet the demanding technical requirements of professional care providers and discerning retail consumers. For more information, visit www.carmellcosmetics.com.