UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers. |
Departure of Directors
Effective as of August 31, 2023 (the “Effective Date”), William Newlin, Steve Bariahtaris, Jaime Garza and Radolph W. Hubbell (collectively, the “Former Directors”) have each resigned from their respective position as a director of Carmell Corporation (the “Company”). The Former Directors’ resignations were not the result of any disagreement with the Company or its Board of Directors (the “Board”) or any matter relating to the Company’s operations, policies, or practices.
Departure of Executive Officers
As of the Effective Date, the following executive officers of the Company have voluntarily resigned from their positions with the Company (collectively, the “Former Officers”).
| Name | Position | |
| Randolph W. Hubbell |
Chief Executive Officer and President | |
| James Hart, M.D. |
Chief Medical Officer | |
| Donna Godward |
Chief Quality Officer | |
| Janet Vargo, Ph.D. |
Vice President Clinical Services |
The resignations follow a strategic realignment of the Company’s operations and post-acquisition integration efforts in connection with its recent acquisition of Axolotl Biologix, Inc., which was completed on August 9, 2023, as previously reported in the Company’s Current Report on Form 8-K filed with the SEC on August 14, 2023. Mr. Hubbell intends to provide advisory services to the Company following his resignation. The Company wishes to thank each of the Former Officers for their service and contributions to the Company.
As of the Effective Date, Rajiv Shukla, the Company’s current Executive Chairman, has been appointed as the Chief Executive Officer of the Company. The information required by Items 401(b) and (e) of Regulation S-K with respect to Rajiv Shukla is included in the Company’s proxy statement/prospectus filed with the U.S. Securities and Exchange Commission on June 23, 2023, and is hereby incorporated by reference herein. There are no related party transactions between Rajiv Shukla, on the one hand, and the Company, on the other, reportable under Item 404(a) of Regulation S-K. In addition, there is no family relationship between any director or executive officer of the Company and Rajiv Shukla.
In connection with their respective departures, Mr. Hubbell will be entitled to receive severance upon the execution of a separation agreement satisfactory to the Company. Carmell intends to file a copy of the separation agreement as an exhibit to its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2023.
A copy of the press release regarding the Company’s post-merger integration update is attached to this report as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1* | Press Release, dated September 5, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 6, 2023 | CARMELL CORPORATION | |||||
| By: | /s/ Rajiv S. Shukla | |||||
| Rajiv S. Shukla | ||||||
| Chairman and CEO | ||||||