8-K: Carmell Corp Rebrands as Longevity Health Holdings, Projects $3-$4 Million in FY25 Revenue
8-K Filing
Carmell Corporation changes its name to Longevity Health Holdings, Inc. to better reflect its business focus and growth strategy, projecting $3 to $4 million in FY25 revenues.
Summary
- Carmell Corporation has rebranded as Longevity Health Holdings, Inc., effective March 5, 2025.
- The company's stock ticker symbol will change from CTCX to XAGE, and its warrants from CTCXW to XAGEW, starting March 7, 2025.
- The rebranding reflects a focus on longevity and healthy aging, with plans for expansion into diagnostics and nutrition.
- The company acquired Elevai Skincare, Inc. in January 2025.
- Sales grew an average of 34% over the first two months of 2025 (inclusive of both Carmell and Elevai product lines) versus the same period in 2024.
- Elevai's burn rate was reduced by more than 50% after the acquisition through savings from cutting redundant overhead expenses.
- The company projects FY25 revenues of $3 to $4 million from its current product pipeline.
- New product launches are expected in the second quarter of 2025, including a hair growth serum, soapless facial cleanser, undereye creme, and VSA toning moisturizer.
- Patrick Sturgeon has been appointed as Vice Chairman of the Board, effective immediately.
Sentiment
Score: 7
Explanation: The sentiment is positive due to the rebranding, sales growth, reduction in burn rate, and new product launches. However, the forward-looking statements and associated risks temper the overall sentiment.
Positives
- The rebranding aims to better align the company's image with its business focus and growth strategy.
- The acquisition of Elevai Skincare has added a commercial product pipeline.
- Sales have grown by 34% in the first two months of 2025.
- Elevai's burn rate has been reduced by more than 50% after the acquisition.
- New product launches are planned for the second quarter of 2025.
Risks
- The forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from expected results.
- These risks include the ability to realize the anticipated benefits of the Elevai Skincare acquisition and the risk of unknown liabilities arising after the acquisition.
Future Outlook
The company anticipates future expansion into potential new segments such as diagnostics and nutrition, based on acquisitions and strategic partnerships in addition to organic growth of its existing business. New product launches are expected in the second quarter of 2025.
Management Comments
- Mr. Rajiv Shukla, Chairman & CEO, stated, 'Our new name better reflects our business focus on longevity and healthy aging, encompassing not just bio-aesthetics but also future expansion into potential new segments such as diagnostics and nutrition. And it points to our growth strategy based on acquisitions and strategic partnerships in addition to organic growth of our existing business.'
Industry Context
The rebranding and expansion into new segments like diagnostics and nutrition align with the broader industry trend of companies focusing on longevity and healthy aging. The acquisition of Elevai Skincare is a strategic move to strengthen its position in the bio-aesthetics market.
Comparison to Industry Standards
- It is difficult to compare the company's projected revenue of $3 to $4 million to industry standards without knowing the specific market segment and competitive landscape.
- However, companies in the bio-aesthetics and skincare industry often have varying revenue models and growth rates depending on their product portfolio, distribution channels, and marketing strategies.
- Comparable companies in the regenerative medicine and bio-aesthetics space include companies like Allergan Aesthetics, Galderma, and Merz Aesthetics, but their revenue scales are significantly larger due to their established market presence and diverse product offerings.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Vice Chairman of the Board | N/A | Patrick Sturgeon | March 4, 2025 | Appointment to new role |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Name Change | The company changed its corporate name to Longevity Health Holdings, Inc. | March 5, 2025 | The name change is intended to better reflect the company's business focus and growth strategy. |
| Bylaws Amendment | The Companys Board of Directors (the Board) also amended and restated the Companys Bylaws to reflect the Name Change | March 5, 2025 | The bylaws were amended to reflect the name change. |
Stakeholder Impact
- Shareholders will see a change in the company's ticker symbol and a potential shift in business focus.
- Employees may experience changes related to the integration of Elevai Skincare and the company's expansion into new segments.
- Customers can expect new product launches and a continued focus on bio-aesthetics and healthy aging.
Next Steps
- Commence trading under the new ticker symbols XAGE and XAGEW on March 7, 2025.
- Launch new products in the second quarter of 2025.
- Continue to execute the company's growth strategy based on acquisitions and strategic partnerships.
Key Dates
| Date | Description |
|---|---|
| January 21, 2021 | Original certificate of incorporation of Carmell Corporation filed with the Secretary of State of the State of Delaware |
| March 1, 2021 | Carmell Corporation filed an amended and restated certificate of incorporation with the Secretary of State of the State of Delaware |
| March 22, 2021 | Carmell Corporation filed a second amended and restated certificate of incorporation with the Secretary of State of the State of Delaware |
| 2021 | Patrick Sturgeon served as a founding team member of the Company since its IPO |
| 2021-2023 | Patrick Sturgeon served as its CFO |
| July 14, 2023 | Carmell Corporation filed a third amended and restated certificate of incorporation with the Secretary of State of the State of Delaware |
| July 2023 | Patrick Sturgeon served as a Board Director since |
| August 1, 2023 | Carmell Corporation filed a certificate of amendment with the Secretary of the State of Delaware |
| August 9, 2023 | Carmell Corporation filed a certificate of designation of preferences, rights and limitations of Series A Convertible Voting Preferred Stock with the Secretary of State of the State of Delaware |
| April 1, 2024 | Date of Annual Report on Form 10-K filed by Carmell with the SEC |
| January 2025 | Acquisition of Elevai Skincare, Inc. |
| March 4, 2025 | Patrick Sturgeon appointed as Vice Chairman of the Board, effective immediately. |
| March 5, 2025 | Carmell Corporation filed a Certificate of Amendment to change its corporate name to Longevity Health Holdings, Inc. |
| March 7, 2025 | Expected date for the company's common stock and redeemable warrants to commence trading under the symbols XAGE and XAGEW, respectively. |
| March 10, 2025 | Company issued a press release announcing the Name Change, Mr. Sturgeons appointment, certain preliminary results from January and February of 2025 related to the acquisition of Elevai Skincare, Inc. (Elevai Skincare), Elevai Skincares burn rate following such acquisition and the Companys projected revenue for 2025. |
| Second Quarter 2025 | Expected launch of new products: Hair Growth Serum, Soapless Facial Cleanser, Undereye Crme, VSA Toning Moisturizer |
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