Business Focus - The company is focused on longevity and healthy aging, offering cosmetic skincare and haircare products tailored for professional care providers and retail consumers [129]. Mergers and Acquisitions - The THPlasma Merger is set to involve a total consideration of $59 million in common stock and an additional $20 million in earnout shares based on performance [133]. - The License Purchase associated with the THPlasma Merger will require a payment of $5 million in cash upon the sale of equity or debt securities of at least $5 million [135]. - The merger with THPlasma is subject to various conditions, including stockholder approvals and regulatory compliance [136]. - The termination of the Biolabs Merger Agreement occurred without any termination fees or payments due to either party [138]. - The company completed an acquisition of Elevai Skincare, involving the issuance of 38,308 shares of common stock and a cash payment of $56,525 contingent on product sales [141][142]. - The company completed the Elevai Acquisition in January 2025, which had revenue of approximately $2.5 million in 2024, and anticipates revenue growth from the commercialization of cosmetic products [165]. Financial Performance - Gross sales for the three months ended September 30, 2025, were $454,106, a 671% increase from $58,915 in the same period of 2024, primarily driven by products from the Elevai Acquisition [153]. - Net sales for the nine months ended September 30, 2025, reached $1,439,829, a 4,285% increase compared to $32,839 in the same period of 2024 [158]. - The company reported a net loss of $1,429,755 for the three months ended September 30, 2025, which is a 50% improvement from a net loss of $2,878,481 in the same period of 2024 [153]. - Total operating expenses for the nine months ended September 30, 2025, were $5,663,316, a 41% increase from $4,019,328 in the same period of 2024 [158]. - Selling and marketing expenses for the three months ended September 30, 2025, totaled $358,535, up 199% from $120,062 in the same period of 2024 [155]. - Research and development expenses decreased by 31% to $227,993 for the three months ended September 30, 2025, compared to $331,806 in the same period of 2024 [155]. - The company had negative net working capital of $3,997,047 as of September 30, 2025, and a net loss of $4,822,060 for the nine months ended September 30, 2025 [149]. - Other income for the nine months ended September 30, 2025, was $14,312, a significant improvement compared to other expenses of $5,744,560 for the same period in 2024, primarily due to an unfavorable change in the fair value of the FPA [163]. - As of September 30, 2025, the company had cash of $1,109,228 and negative working capital of $3,997,047, with a net loss of $4,822,060 for the nine months ended September 30, 2025 [164]. - Net cash used in operating activities decreased by 3% from $3,121,193 in 2024 to $3,022,899 in 2025, while the net loss from continuing operations decreased from $9,736,181 to $4,822,060 [170]. - Net cash provided by financing activities increased by 98% from $2,094,853 in 2024 to $4,139,212 in 2025, driven by a private placement and the exercise of common stock warrants [172]. - The company incurred $150,000 in costs related to the Elevai Acquisition and $14,224 for property and equipment during the nine months ended September 30, 2025 [171]. Going Concern and Legal Issues - The company faces substantial doubt about its ability to continue as a going concern due to insufficient cash to operate for the next 12 months and potential liabilities [166]. - A legal complaint filed against the company seeks damages totaling $2,725,000, which could materially affect its financial condition [173]. Stock and Market Activity - A reverse stock split was executed at a ratio of 1:30, affecting the number of shares and their respective exercise prices [139]. - The company’s securities were delisted from Nasdaq and now trade on the OTCQB market due to non-compliance with listing rules [130][131]. - The company closed the 2025 Private Placement on January 2, 2025, raising approximately $1.85 million from the sale of 268,840 shares of Common Stock at $6.90 per share [143]. - Outstanding debt as of September 30, 2025, totaled $286,059 related to insurance premium financing [168]. - The pending THPlasma Merger is expected to close in the first quarter of 2026, and the company is exploring raising additional capital [165].
Carmell Therapeutics (CTCX) - 2025 Q3 - Quarterly Report