Carmell Acquires Elevai Skincare in Bio-Aesthetics Expansion
Deal News | Jan 02, 2025 | Globenewswire
Carmell Corporation, a Nasdaq-listed bio-aesthetics company focused on skin and hair health, has announced a definitive purchase agreement to acquire Elevai Skincare, a subsidiary of PMGC Holdings. The acquisition includes Elevai's skincare and haircare business assets, valued at approximately $1.1 million in Carmell common stock, $57,000 in cash, and potential contingent earnout considerations. The assets to be acquired include a product portfolio with $2.5 million in trailing twelve-month revenue and a commercial and product development team. This acquisition is set to integrate advanced stem cell derived exosome technology into Carmell's platform. However, the deal faces inherent risks and uncertainties typical of such transactions.
Sectors
- Bio-Aesthetics
- Skincare and Haircare
- Pharmaceuticals and Biotechnology
Geography
- United States – Carmell Corporation is based in Pittsburgh, and Elevai Skincare is a subsidiary of a U.S. holding company, emphasizing a focus on the American market.
Industry
- Bio-Aesthetics – The industry focuses on biologically derived aesthetic treatments and products, represented by Carmell's integration of exosome technology into skincare and haircare.
- Skincare and Haircare – Elevai's business operations are centered around physician-dispensed skincare and haircare products, specifically leveraging exosome technology.
- Pharmaceuticals and Biotechnology – Carmell operates using biotechnological advances like the Secretome technology to develop health-focused beauty products, aligning both companies in this sector.
Financials
- $1.1 million – The value of Carmell common stock to be delivered at the closing of the acquisition.
- $57,000 – Cash amount upon the sale of specified inventory existing at the closing.
- 5% of net sales – Contingent earnout consideration from Elevai's existing products for five years post-closing.
- $500,000 – One-time milestone payment contingent on achieving specific revenue targets within 24 months of closing.
- $2.5 million – Trailing twelve-month revenue of Elevai's product portfolio to be acquired.
Participants
| Name | Role | Type | Description |
|---|---|---|---|
| Carmell Corporation | Acquirer | Company | A bio-aesthetics company focusing on skin and hair health, utilizing innovative technology such as the Carmell Secretome. |
| Elevai Skincare Inc. | Target Company | Company | A subsidiary of PMGC Holdings, specializing in physician-dispensed skin and hair care products using exosome technology. |
| PMGC Holdings Inc. | Selling Company | Company | The parent company of Elevai Skincare, involved in the transaction selling Elevai’s assets. |
| Rajiv Shukla | Chairman of Carmell | Person | Oversaw the acquisition process, emphasizing the strategic fit with Carmell's bio-aesthetic offerings. |