Carmell Corp

DEF 14A 12025.02_special_mtg_-_de.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant☒

Filed by a party other than the Registrant☐

Check the appropriate box:

Carmell Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

February 10, 2025

Dear Stockholder of Carmell Corporation:

You are cordially invited to attend a Special Meeting of Stockholders (the “Special Meeting”) of Carmell Corporation (“we,” “our,” “us,” the “Company” or “Carmell”). The virtual-only Special Meeting will be held on Monday, March 24, 2025, at 11:00 a.m., Eastern Time, via live webcast. Stockholders will be able to virtually attend the Special Meeting online, vote your shares electronically and submit questions during the Special Meeting by visitingwww.virtualshareholdermeeting.com/CTCX2025SM. During the Special Meeting, stockholders will be asked to consider and vote upon the following proposals:

To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s common stock, $0.0001 par value per share (“Common Stock”), upon exercise of warrants (the “Common Stock Warrants”) issued by us pursuant to the terms of a Securities Purchase Agreement, dated December 23, 2024, by and among the Company and the investors named therein, in an amount equal to or in excess of 20% of the shares of Common Stock outstanding before the issuance of the Common Stock Warrants (“Proposal 1” or the “Warrant Exercise Proposal”);

To approve an amendment to the Company’s Third Amended and Restated Certificate of Incorporation, as amended, to effect, at the discretion of the Company's Board of Directors(the “Board”), a reverse stock split of the Common Stock, at a ratio in the range of 1-for-15 to 1-for-30, with such ratio to be determined at the discretion of the Board (“Proposal 2” or the “Reverse Stock Split Proposal”); and

To approve a proposal to adjourn the Special Meeting to a later date, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for the approval of the Warrant Exercise Proposal or the Reverse Stock Split Proposal or to otherwise constitute a quorum for the Special Meeting (“Proposal 3” or the “Adjournment Proposal”).

A proxy statement describing these matters to be acted upon at the Special Meeting is attached. No other matters will be considered at the Special Meeting. The close of business on January 29, 2025 has been fixed as the record date for the determination of stockholders of the Company entitled to notice of, and to vote at, the Special Meeting. Only stockholders of record at the close of business on January 29, 2025 are entitled to notice of, and to vote at, the Special Meeting and any adjournment or postponement thereof. To attend the Special Meeting or vote your shares, you will need the control number located on your proxy card or in the instructions accompanying your proxy materials. More details can be found in the accompanying proxy statement.

We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), which contains instructions on how to access our proxy materials over the Internet. The Notice also contains instructions on how to request a paper copy of our proxy materials, including the attached proxy statement and a form of proxy card.

Your vote is very important. Whether or not you plan to join the virtual Special Meeting, it is important that your shares be represented. To ensure that your vote is counted, please carefully review the enclosed proxy statement and cast your vote as soon as possible, even if you plan to attend the Special Meeting. If you are a stockholder of record, you may vote over the internet, by telephone, or, if you received a paper copy of our proxy materials by mail, by completing, signing, dating and mailing the accompanying proxy card in the return envelope provided. If your shares are held in street name (held for your account by a broker or other nominee), you will receive instructions from your broker or other nominee explaining how to vote your shares. Please cast your vote by one of the available means at your earliest convenience to ensure that your vote will be received in time and counted at the Special Meeting.

We appreciate your investment and continuing interest in our efforts. We hope you will join us virtually on March 24, 2025.

Sincerely,

/s/ Rajiv S. Shukla

Rajiv S. Shukla

Chairman and Chief Executive Officer

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

By order of the Board of Directors,

/s/ Rajiv S. Shukla

Rajiv S. Shukla

Chairman and Chief Executive Officer

Pittsburgh, Pennsylvania

February 10, 2025

Table of Contents

PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON MARCH 24, 2025

AT 11:00 AM ET