Table of Contents 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 (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 001-40228 86-1645738 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 2 ...

Business Combinations and Acquisitions - The business combination with Alpha Healthcare Acquisition Corp. III was completed on July 14, 2023, with an exchange ratio of 0.06154 for Legacy Carmell common stock[14]. - The acquisition of Axolotl Biologix was finalized on August 9, 2023, with a total closing share consideration of $57 million based on a 30-day average daily VWAP of $7.05 per share[24]. Financial Information - The total redemption price for 12,586,223 shares of Class A Common Stock was approximately $29.37 million, with a cash redemption price of about $10.28 per share[15]. - The Forward Purchase Agreement involved the purchase of 1,705,959 shares of Class A Common Stock at a price of $10.28 per share, totaling $17.54 million[17]. - The Reset Price for the Forward Purchase Agreement is initially set at $11.50, with adjustments based on the VWAP Price of the shares[22]. Product Development and Pipeline - Carmell's product pipeline includes innovative regenerative bone and tissue healing products currently under development[13]. - The Carmell Secretome™ is derived from allogeneic human platelets and contains over 1000 growth factors, proteins, and peptides, designed to support skin and hair health[29]. - The company has developed a novel microemulsion formulation that enhances ingredient delivery without using harmful excipients or oils, ensuring non-comedogenic properties[32]. - The first cosmetic skincare product, Carmell G.L.E.E, was launched in March 2024, with nine additional products in the pipeline[35]. - The company has submitted its BHA product candidate to the FDA as an Investigational New Drug (IND) for severe open tibia fractures[42]. - The FDA granted fast-track designation for the BHA program, indicating significant unmet medical needs[44]. - The company has conducted multiple preclinical studies supporting BHA's potential to heal wounds and accelerate bone healing[42]. Market and Distribution Strategy - The skincare and haircare markets were approximately $280 billion in 2022, expected to grow at a 6.4% CAGR[37]. - The company plans to employ an omnichannel distribution strategy, focusing on both national retailers and e-commerce channels[38][43]. - The company is also expanding its product line to include men's products and topical haircare products tailored for professional care providers and retail consumers[13]. Regulatory and Compliance - The company is subject to extensive FDA regulations, which continue after product approval, particularly regarding good manufacturing practices (GMP)[65]. - The company must comply with FDA advertising and promotion requirements, including restrictions on off-label use[66]. - The company has not accrued or paid royalties under the Amended License Agreement as no products utilizing the licensed technology have been commercialized[49]. - The Amended License Agreement with Carnegie Mellon University is effective until January 30, 2028, or until the last patent expires in September 2030[48]. - The company is required to meet minimum performance requirements, including FDA BLA submission by December 31, 2026[50]. Operations and Workforce - The company operates in one segment focused on the development and commercialization of bio-aesthetic and bone and tissue healing products[73]. - The company has nine full-time employees and one part-time employee as of March 15, 2024, relying on independent organizations for regulatory approval and clinical management[74]. - The company recognizes the importance of its employees at manufacturing facilities and has programs to ensure operating safety[69]. - The company collaborates with suppliers to meet stringent design and creative criteria, believing it has adequate sources of supply for all products[70]. - The company has experienced no disruptions in its supply chain and actively works to optimize supply chain operations as cosmetic skincare products are commercialized[71]. - The company maintains compliance with numerous environmental, health, and safety laws, which has not materially affected its capital expenditures or earnings[72]. Corporate Information - The company is incorporated under the laws of Delaware and has undergone a merger to facilitate business combinations[75]. - The company’s principal corporate office is located in Pittsburgh, PA[76].

Financial Performance - For the three months ended September 30, 2023, the company reported revenue of $3,728,816, a significant increase compared to the previous year[165]. - Gross profit for the same period was $2,184,990, reflecting a strong performance in revenue generation[165]. - The company incurred a loss from operations of $5,137,373, compared to a loss of $851,923 in the same period last year, indicating increased operational challenges[165]. - Net loss before taxes for the quarter was $11,464,769, which is a decline of $5,397,467 compared to the previous year[165]. - Revenue for the nine months ended September 30, 2023, was $3,728,816, reflecting a significant increase compared to the previous year[175]. - Gross profit for the same period was $2,184,990, indicating a strong performance in the company's commercial activities[175]. - The company reported a net loss of $18,602,436 for the nine months ended September 30, 2023, compared to a loss of $5,936,114 in the same period of 2022[175]. Operating Expenses - Total operating expenses reached $7,322,363, an increase of $6,470,440 from the previous year, primarily driven by research and development and selling and marketing expenses[165]. - Total operating expenses for the nine months ended September 30, 2023, were $10,084,618, up from $7,364,979 in 2022, primarily due to the inclusion of AxBio's expenses[179]. - Research and development expenses increased to $3,235,888 for the nine months ended September 30, 2023, compared to $1,554,602 in 2022, driven by clinical expenses related to Legacy Carmell's BHA product[180]. - Selling and marketing expenses were $3,069,520 for the nine months ended September 30, 2023, reflecting the inclusion of AxBio's costs from August 9, 2023[181]. - Restructuring efforts are expected to yield annual savings of $2,000,000 to $3,000,000 by reducing operating expenses through workforce reductions[192]. Cash and Financing - The company has approximately $7,900,000 in cash and cash equivalents as of September 30, 2023, with an accumulated deficit of approximately $61,171,378[163]. - Cash as of September 30, 2023, was $7,968,502, a significant increase from $128,149 at the end of 2022[186]. - Net cash provided by financing activities increased to $12,411,625 for the nine months ended September 30, 2023, compared to $1,131,631 for the same period in 2022, primarily due to proceeds of $31,050,882 from a Business Combination[197]. Acquisitions and Strategic Changes - The company completed the AxBio Acquisition on August 9, 2023, issuing 3,845,337 shares of common stock and 4,243 shares of Series A Preferred Stock as part of the transaction[154]. - The AxBio Acquisition included up to $8,000,000 in cash and performance-based earn-out considerations totaling up to $66,000,000 in shares of common stock[152]. - A strategic realignment led to the resignation of several executive officers, including the CEO, to streamline operations post-acquisition[158]. Future Plans - The company plans to launch a new line of skin care products in the first quarter of 2024, focusing on aesthetic products with near-term commercial potential[160]. - The company expects continued revenue erosion in Q4 2023 due to uncertainty regarding Medicare reimbursements, which constitute the majority of its revenue stream[178]. - The company plans to launch a line of skin care products in Q1 2024 based on its research and development activities[189]. Legal and Compliance - The company is facing a legal complaint asserting damages totaling $2,725,484 related to breaches of obligations under Convertible Notes and Warrants[198]. - As of September 30, 2023, the company reported no off-balance sheet arrangements[200]. - The company qualifies as an "emerging growth company" and has opted to adopt new accounting standards at the same time as private companies[202]. - The company is classified as a "smaller reporting company," with a market value of stock held by non-affiliates expected to be less than $700 million and annual revenue below $100 million[203].

Financial Performance - For the three months ended June 30, 2023, the company reported a net income of $317,511, primarily due to $1,867,614 in dividend and interest income earned in the Trust Account[144]. - For the six months ended June 30, 2023, the company achieved a net income of $893,578, driven by $3,542,896 in dividend and interest income, offset by $1,917,944 in general and administrative costs[145]. - The increase in dividend and interest income for the three months ended June 30, 2023, compared to the same period in 2022, was attributed to rising interest rates[144]. - The company has not generated any operating revenues since its inception and has primarily relied on non-operating income from the Trust Account[143]. Acquisitions and Transactions - The company completed the AxBio Acquisition on August 9, 2023, issuing 3,845,337 shares of common stock and 4,243 shares of Series A Convertible Voting Preferred Stock as part of the consideration[141]. - The total consideration for the AxBio Acquisition included up to approximately $8.0 million in cash and up to $66.0 million in shares of common stock subject to performance-based earn-out[139]. - The company completed the Business Combination on July 14, 2023, receiving $29,376,282 from the Trust Account after redemptions[150]. - The company incurred $9,897,599 in transaction costs during its IPO, which generated gross proceeds of $150,000,000[147]. Financial Position - As of June 30, 2023, the company had a cash balance of $10,243 available for working capital needs, with a working capital deficit of $4,045,630[146]. - Cash available may not be sufficient to operate for at least 12 months, necessitating potential additional capital raises through equity or debt[151]. - The company has no long-term debt or significant liabilities other than a monthly fee of $10,000 for administrative services[149]. Compliance and Regulatory Matters - The company received a notice from Nasdaq regarding non-compliance with the Minimum Public Holders Rule but regained compliance by the Closing Date[152][153]. - There are substantial doubts about the company's ability to continue as a going concern, with no adjustments made in financial statements for potential recovery of assets[154]. Accounting and Reporting - No significant changes to critical accounting estimates and assumptions were noted during the three and six months ended June 30, 2023[155]. - The company qualifies as an "emerging growth company" under the JOBS Act, allowing it to delay the adoption of new accounting standards[157]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act, which may exempt it from certain disclosures for five years post-IPO[159]. Administrative Costs - The company’s general and administrative costs increased due to activities related to the Business Combination and the AxBio Acquisition[145].

Table of Contents 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 (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 001-40228 86-1645738 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) ...

Financial Performance - For the three months ended March 31, 2023, the company reported a net income of $576,067, primarily due to $1,675,392 in dividend and interest income earned in the Trust Account [127]. - The company incurred $9,897,599 in transaction costs related to its IPO, including $3,000,000 in underwriting fees [129]. - As of March 31, 2023, the company had cash of $16,133, negative working capital of $2,495,637, and an accumulated deficit of $6,713,509 [138]. - The company raised gross proceeds of $150,000,000 from its IPO by issuing 15,000,000 Units at a price of $10.00 per Unit [129]. - The company has not generated any operating revenues to date and does not expect to do so until the completion of its initial Business Combination [126]. Business Combination and Compliance - The company has until July 29, 2023, to consummate its initial Business Combination, or it will face mandatory liquidation [139]. - The company intends to use substantially all funds held in the Trust Account to complete its Business Combination [132]. - The company may need to raise additional capital through loans or investments to meet its working capital needs [138]. - The company received a notice from Nasdaq indicating non-compliance with the Minimum Public Holders Rule, giving it 45 days to submit a compliance plan [140]. Administrative Costs and Reporting - The company has incurred general and administrative costs of $756,466 for the three months ended March 31, 2023, an increase from $535,142 for the same period in 2022 [127]. - The company is evaluating the benefits of reduced reporting requirements under the JOBS Act as an "emerging growth company" for a period of five years post-IPO [148]. - The company may not be required to provide an auditor's attestation report on internal controls over financial reporting under Section 404 of the Sarbanes-Oxley Act [148]. - The company is exempt from certain executive compensation disclosures required for non-emerging growth public companies under the Dodd-Frank Act [148]. - The company is classified as a smaller reporting company and is not required to provide additional market risk disclosures [149].

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 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: 001-40228 Alpha Healthcare Acquisition Corp. III (Exact name of Registrant as specified in its charter) Delaware 85-16 ...