Alpha Healthcare Acquisition Corp. III (Nasdaq: ALPA) (“ALPA”),
a special purpose acquisition company led by Mr. Rajiv Shukla,
today announced the execution of a non-binding letter of intent
(the “LOI”) to acquire a commercial stage regenerative medicine
company (the “Target”) conditioned upon the closing of ALPA’s
initial business combination with Carmell Therapeutics Corporation,
a Phase 2 stage regenerative medicine platform company developing
allogeneic plasma-based biomaterials for active soft tissue repair,
aesthetics and orthopedic indications (“Carmell”).
ALPA has set a Stockholders Meeting (the “Meeting”) to consider
the previously announced business combination with Carmell for July
11, 2023 at 11 am EST. Stockholders of record as of June 20, 2023
(the “Record Date”) are eligible to vote at the Meeting with a
redemption deadline of July 7, 2023. If the proposals at the
Meeting are approved, the parties anticipate that the business
combination will close shortly thereafter, subject to the
satisfaction of all other closing conditions. Upon closing, the
combined company will be renamed Carmell Therapeutics Corporation
and the common stock is expected to be listed on the Nasdaq Capital
Market under the ticker symbol “CTCX”. Mr. Shukla will serve as
Executive Chairman and Mr. Randy Hubbell will serve as Chief
Executive Officer of the combined company.
The Target manufactures and develops human allograft products
for active soft tissue repair, aesthetics and orthopedic
indications. The Target’s marketed products meet all criteria for
regulation under section 361 of the PHS Act and 21 CFR part 1271 as
affirmed by the FDA Tissue Reference Group (TRG). As of March 31,
2023, the Target had achieved approximately $50 million in
unaudited trailing twelve month (“TTM”) net revenue and
approximately $5 million in unaudited TTM EBITDA from the sales of
its products. During the second quarter of 2023, two of the
Target’s products were added to CMS Part B Drug and Biological
Average Sales Price pricing files and the Target became a preferred
vendor via a national pricing contract with one of the top 3
largest group purchasing organizations serving over 1,500 hospitals
in the United States.
Per the terms of the LOI, the Target’s shareholders will receive
$65 million in Initial Equity Value (structured as $8 million in
cash and $57 million in CTCX stock at Closing), plus up to $75
million in Milestone Equity Payments (structured as 12% cash and
88% in CTCX stock) linked with the achievement of revenue and
business milestones. The Target’s shareholders will be locked up
for 12 months following closing.
The transaction is subject to completion of due diligence,
customary documentation, shareholder approval and other customary
conditions. The transaction is expected to close in the second half
of 2023. Upon closing of the transaction, the Target would operate
as wholly owned subsidiary of the Combined Company.
About ALPA
Alpha Healthcare Acquisition Corp. III is a special purpose
acquisition company formed for the purpose of effecting a business
combination with one or more businesses in the healthcare sector.
The company was founded by Mr. Rajiv Shukla who has over two
decades of buyouts, investments and operations experience in the
healthcare industry. Mr. Shukla previously served as Chairman and
Chief Executive Officer of Constellation Alpha Capital Corp., a
Nasdaq-listed special purpose acquisition company, that merged with
DermTech, Inc (ticker: DMTK) in August 2019 and as Chairman and
Chief Executive Officer of Alpha Healthcare Acquisition Corp. that
merged with Humacyte, Inc. (ticker: HUMA) in August 2021. For more
information, visit www.constellationalpha.com
About Carmell
Carmell Therapeutics, is a Phase 2 stage regenerative medicine
platform company developing allogeneic plasma-based biomaterials
that are designed to boost innate regenerative pathways across a
variety of bone and soft tissue indications. Carmell received FDA
clearance for a Phase 2-stage clinical trial designed to study
accelerated healing and reduced infections in open tibia (shinbone)
fractures with intramedullary rodding. Carmell expects to initiate
a Phase 2 trial for Foot/Ankle Fusion. Pre-clinical development is
also underway in Spinal Fusion, Dental Bone Graft Substitute,
Androgenetic Alopecia, Active Soft Tissue Repair and Cosmetic Skin
Rejuvenation. For more information, visit www.carmellrx.com.
Important Information About the Carmell Merger and Where to
Find It
A full description of the terms of the business combination with
Carmell is provided in a registration statement on Form S-4 filed
with the SEC by ALPA that includes a prospectus with respect to the
Combined Company’s securities to be issued in connection with the
business combination and a proxy statement with respect to the
shareholder meeting of ALPA to vote on the business combination.
ALPA urges its investors, shareholders and other interested persons
to read the proxy statement/prospectus as well as other documents
filed with the SEC because these documents contain important
information about ALPA, Carmell and the business combination.
The definitive proxy statement/prospectus included in the
registration statement has been mailed to shareholders of ALPA as
of June 27, 2023 for voting on the proposed business combination.
Shareholders may obtain a copy of the Form S-4, including the proxy
statement/prospectus, and other documents filed with the SEC
without charge, by directing a request to: Alpha Healthcare
Acquisition Corp. III, Attn: Secretary, 1177 Avenue of the
Americas, 5th Floor, New York, New York 10036. The definitive proxy
statement/prospectus included in the registration statement can
also be obtained, without charge, at the SEC’s website
(www.sec.gov).
Participants in the Solicitation
ALPA and Carmell and their respective directors and executive
officers may be considered participants in the solicitation of
proxies with respect to the proposed business combination described
in this press release under the rules of the SEC. Information about
the directors and executive officers of ALPA is set forth in ALPA’s
final prospectus filed with the SEC pursuant to Rule 424(b) of the
Securities Act of 1933, as amended (the “Securities Act”) on July
27, 2021, and is available free of charge at the SEC’s website at
www.sec.gov or by directing a request to: Alpha Healthcare
Acquisition Corp. III, Attn: Secretary, 1177 Avenue of the
Americas, 5th Floor, New York, New York 10036. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the ALPA shareholders in
connection with the proposed business combination will be set forth
in the registration statement containing the proxy
statement/prospectus for the proposed business combination when it
is filed with the SEC. These documents can be obtained free of
charge from the sources indicated above.
Forward-Looking Statements
This press release contains forward-looking statements that are
based on beliefs and assumptions and on information currently
available. In some cases, you can identify forward-looking
statements by the following words: “may”, “will”, “could”, “would”,
“should”, “expect”, “intend”, “plan”, “anticipate”, “believe”,
“estimate”, “predict”, “project”, “potential”, “continue”,
“ongoing” or the negative of these terms or other comparable
terminology, although not all forward-looking statements contain
these words. These statements involve risks, uncertainties and
other factors that may cause actual results, levels of activity,
performance or achievements to be materially different from the
information expressed or implied by these forward-looking
statements. Although we believe that we have a reasonable basis for
each forward-looking statement contained in this press release, we
caution you that these statements are based on a combination of
facts and factors currently known by us and our projections of the
future, about which we cannot be certain. Forward-looking
statements in this press release include, but are not limited to,
statements regarding the proposed business combination, including
the proposed transaction with Target, including the timing and
structure of the business combination, the proceeds of the business
combination, the initial market capitalization of the Combined
Company and the benefits of the business combination, including
potential benefits with respect to Target, as well as statements
about the potential attributes and benefits of Carmell’s and
Target’s product candidates and the format and timing of Carmell’s
and Target’s product development activities and clinical trials. We
cannot assure you that the forward-looking statements in this press
release will prove to be accurate. These forward-looking statements
are subject to a number of significant risks and uncertainties that
could cause actual results to differ materially from expected
results, including, among others, the ability to complete the
business combination due to the failure to obtain approval from
ALPA’s shareholders or satisfy other closing conditions in the
Business Combination Agreement, the occurrence of any event that
could give rise to the termination of the Business Combination
Agreement, the ability to recognize the anticipated benefits of the
business combination, the outcome of any legal proceedings that may
be instituted against ALPA or Carmell following announcement of the
proposed business combination and related transactions, the impact
of COVID-19 on Carmell’s or Target’s business and/or the ability of
the parties to complete the business combination, the ability to
obtain or maintain the listing ALPA’s common stock on Nasdaq
following the proposed business combination, costs related to the
proposed business combination, changes in applicable laws or
regulations, the possibility that ALPA, Carmell or Target may be
adversely affected by other economic, business, and/or competitive
factors, and other risks and uncertainties, including those
included under the header “Risk Factors” in the registration
statement on Form S-4 filed by ALPA with the SEC and those included
under the header “Risk Factors” in the final prospectus of ALPA
related to its initial public offering. Most of these factors are
outside of ALPA’s, Carmell’s and Target’s control and are difficult
to predict. Furthermore, if the forward-looking statements prove to
be inaccurate, the inaccuracy may be material. In light of the
significant uncertainties in these forward-looking statements, you
should not regard these statements as a representation or warranty
by us or any other person that we will achieve our objectives and
plans in any specified time frame, or at all. The forward-looking
statements in this press release represent our views as of the date
of this press release. We anticipate that subsequent events and
developments will cause our views to change. However, while we may
elect to update these forward-looking statements at some point in
the future, we have no current intention of doing so except to the
extent required by applicable law. You should, therefore, not rely
on these forward-looking statements as representing our views as of
any date subsequent to the date of this press release.
Non-Solicitation
This press release is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or
in respect of the proposed business combination and shall not
constitute an offer to sell or a solicitation of an offer to buy
any securities nor shall there be any sale of 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. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act.
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version on businesswire.com: https://www.businesswire.com/news/home/20230627783323/en/
Rajiv Shukla Chairman & CEO Alpha Healthcare Acquisition
Corp. III rs@alphaspac.com 646-494-3296
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