Alpha Healthcare Acquisition Corp. III (Nasdaq: ALPA) (“ALPA”),
a special purpose acquisition company led by Mr. Rajiv Shukla,
today announced the execution of a definitive business combination
agreement with Carmell Therapeutics Corporation (“Carmell™”), a
Phase 2-stage biotechnology platform company developing allogeneic
plasma-based biomaterials for bone and soft tissue healing
indications.
Upon closing of the transaction, ALPA will be renamed Carmell
Therapeutics Corporation (the “Combined Company”). Mr. Shukla will
serve as Chairman and Mr. Randy Hubbell will serve as Chief
Executive Officer of the Combined Company. The Combined Company’s
common stock is expected to be listed on the Nasdaq Capital Market
under the ticker symbol “CTCX.”
Carmell Highlights
1. Phase 2-stage biotechnology platform company with multiple
product candidates designed to be:
- Allogeneic: no need for (a) extraction of blood from patients
(b) capital equipment to harvest biomaterials at the clinical care
facility (c) staff training.
- Ready to use off-the-shelf: (a) assured levels of biomaterials
(b) formulated to be available over weeks and months, providing
sustained local tissue bioavailability of growth factors and other
bioactive molecules important for healing (c) eliminate waiting
time for tissue processing (d) eliminate the need to harvest tissue
from a patient with existing morbidity.
2. Anticipated clinical applications
- Orthopedic Healing:
- Tibia Fractures: to treat open fractures of the shinbone that
require intramedullary rodding.
- Fusion hindfoot or ankle arthrodesis: to aid surgical fusion of
foot/ankle joint in degenerative arthritis.
- Spinal Fusion: to aid surgical fusion of spinal vertebrae due
to deformity, injury or degenerative disease.
- Dental Bone Graft: an alternative to bone grafting in dental
restoration/implants.
- Soft Tissue Healing:
- Surgical/Chronic Wounds: to promote healing after surgical
incisions or open wounds caused due to diseases such as diabetic
foot ulcers.
- Alopecia: to promote regrowth of hair in men and women.
- Cosmetic Skin Rejuvenation: to improve the appearance of
damaged/aged skin.
3. Clinical Proof of Concept: Previous Phase 2 trial (HEAL I) in
open tibia fractures suggested that the product candidate may
accelerate bone healing and reduce rate of infections.
4. Fast Track designation granted by the U.S. FDA for tibia
fracture (lead) indication.
5. 21 issued patents. Proprietary biomanufacturing know-how and
trade secrets.
6. In-house manufacturing with 11 release tests developed for
lot-to-lot consistency. ISO 13485 certified.
Said Mr. Hubbell, CEO of Carmell, “The business combination of
Alpha and Carmell, allows us to advance the clinical development of
our platform technology, to add significant regenerative medicine
experience to the Carmell™ board of directors and to access
high-quality institutional investors.”
Said Mr. Shukla, Chairman & CEO of ALPA, “Carmell’s
patent-protected technology is designed to enable the application
of allogeneic biomaterials across a wide variety of orthopedic and
soft tissue applications. By potentially accelerating healing time
and reducing the rate of infections, Carmell’s product candidates,
if approved, are expected to significantly improve patient outcomes
and reduce cost to payors.”
Transaction Overview
Under the terms of the proposed transaction, Carmell’s
shareholders will receive an aggregate of 15 million shares of
ALPA’s Class A common stock (the “Class A Shares”) in exchange for
their existing Carmell shares, as contemplated by the terms of the
business combination agreement. Assuming that no ALPA shareholders
elect to redeem their shares, the market capitalization of the
Combined Company will be approximately $328 million and it is
estimated that the current shareholders of Carmell will own
approximately 46% of the issued and outstanding shares in the
Combined Company at closing. The Combined Company is expected to
receive gross proceeds of approximately $154 million at the closing
of the transaction assuming no redemptions. The transaction has
been approved by each of ALPA’s and Carmell’s Board of Directors
and is subject to the approval of ALPA and Carmell shareholders and
other customary conditions. The transaction is expected to close in
H1, 2023.
Additional information about the transaction will be provided in
a Current Report on Form 8-K that will contain an investor
presentation to be filed by ALPA with the Securities and Exchange
Commission (“SEC”) and will be available at www.sec.gov. In
addition, ALPA intends to file a registration statement on Form S-4
with the SEC, which will include a proxy statement/prospectus, and
will file other documents regarding the proposed transaction with
the SEC.
The investor presentation is available at:
https://www.sec.gov/Archives/edgar/data/1842939/000119312523001591/d411625dex992.htm
About Carmell
Carmell Therapeutics, is a Phase 2 stage biotechnology platform
company developing allogeneic plasma-based biomaterials that are
designed to boost innate regenerative pathways across a variety of
bone and soft tissue indications. The Company 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. The Company expects to
initiate a Phase 2 trial for Foot/Ankle Fusion in Q3, 2023.
Pre-clinical development is also underway in Spinal Fusion, Dental
Bone Graft Substitute, Androgenetic Alopecia, Surgical/Chronic
Wound Healing and Cosmetic Skin Rejuvenation. For more information,
visit www.carmellrx.com.
About Alpha Healthcare Acquisition Corp. III
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.
Important Information About the Merger and Where to Find
It
A full description of the terms of the business combination will
be provided in a registration statement on Form S-4 to be filed
with the SEC by ALPA that will include 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, when available, the preliminary proxy statement/
prospectus as well as other documents filed with the SEC because
these documents will contain important information about ALPA,
Carmell and the business combination. After the registration
statement is declared effective, the definitive proxy
statement/prospectus to be included in the registration statement
will be mailed to shareholders of ALPA as of a record date to be
established for voting on the proposed business combination. Once
available, shareholders will also be able to 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
preliminary and definitive proxy statement/prospectus to be
included in the registration statement, once available, 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 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,
as well as statements about the potential attributes and benefits
of Carmell’s product candidates and the format and timing of
Carmell’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 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. or Carmell may be adversely affected by
other economic, business, and/or competitive factors, and other
risks and uncertainties, including those to be included under the
header “Risk Factors” in the registration statement on Form S-4 to
be 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 and Carmell’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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230104006027/en/
Carmell Investor Contact: Sebby Borriello Chief Business
Officer, Carmell Sborriello@carmellrx.com
ALPA Contact: Patrick Sturgeon Chief Financial Officer
info@alphaspac.com
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