CTCX Carmell Corporation

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2023

 

 

Carmell Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-40228	86-1645738
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
2403 Sidney Street, Suite 300
Pittsburgh, Pennsylvania				15203
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 281 297-8276

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		CTCX		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		CTCXW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On December 29, 2023, Carmell Corporation ("Company") entered into an employment agreement with Rajiv Shukla, the Company's Chief Executive Officer (the “Employment Agreement”). Pursuant to the Employment Agreement, Mr. Shukla will receive total annual compensation of $425,000, which may be adjusted from time to time by the Compensation Committee of the Company’s Board of Directors (“Compensation Committee”). Mr. Shukla's annual compensation is payable as follows: 75% in cash in accordance with the Company's standard payroll schedule and 25% payable quarterly in arrears in the form of fully vested shares of the Company's common stock based on the average daily price of the Company’s common stock for the quarter immediately preceding and ending on the date of grant.

In addition, Mr. Shukla has the opportunity to earn an annual bonus with a target of 50% of his total annual compensation in effect at the end of the applicable year. The amount of such annual bonus will be solely determined by the Company's Board of Directors based on the satisfactory achievement of corporate and/or personal objectives set by the Compensation Committee. Such annual bonus, if any, will be paid as follows: 75% in cash and 25% in the form of fully vested shares of the Company's common stock based on the average daily price of the Company’s common stock for the quarter immediately preceding and ending on the date of grant.

 

The Employment Agreement provides that Mr. Shukla is entitled to certain severance payments in connection with a termination of employment by the Company without Cause (as defined in the Employment Agreement) or by Mr. Shukla for Good Reason (as defined in the Employment Agreement) (each such termination, a “Qualifying Termination”), subject to his timely execution of a release of claims. If a Qualifying Termination occurs within three months prior or 18 months following a Change in Control (defined as a “Protected Period” in the Employment Agreement), Mr. Shukla would be entitled to receive monthly cash severance payments equal to one-twelfth of his annual salary for an 18-month period. If a Qualifying Termination occurs other than during the Protected Period, then Mr. Shukla would be entitled to receive such monthly cash severance payments for a 12-month period. In the event of a Qualifying Termination, Mr. Shukla would also be entitled to receive his compensation, including any bonus award already accrued, payment of a portion of COBRA premiums for him and his eligible dependents and a Pro Rata Bonus (as defined in the Employment Agreement) based upon actual performance and pro-rated for the portion of the bonus period prior to termination. In the event that such a Qualifying Termination occurs during a Protected Period, Mr. Shukla would be entitled to receive his bonus at target level, as well as accelerated vesting of time-based equity awards, as more fully described in the Employment Agreement.

 

In connection with a termination of his employment for any other reason, Mr. Shukla would only be entitled to receive his compensation that has already accrued, provided that he would only be entitled to receive his accrued and unpaid bonus in connection with termination for death or disability.

 

The Employment Agreement also requires Mr. Shukla to enter into a restrictive covenants agreement that contains customary covenants, including with respect to certain confidentiality, non-competition and non-solicitation obligations.

 

The foregoing description is not complete and is qualified in its entirety by the text of the full Employment Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is filed as part of this report:

 

Exhibit

Number Description

 

10.1 Executive Employment Agreement between Carmell Corporation and Rajiv Shukla, dated December 29, 2023

 

 

 

 

 

 

 

 

 

 

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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.

			Carmell Corporation
Date:	January 5, 2024	By:	/s/ Bryan J. Cassaday
			Chief Financial Officer

 

 

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Exhibit 10.1

EXECUTIVE EMPLOYMENT AGREEMENT

This Executive Employment Agreement (the "Agreement"), dated December 29, 2023, is made and entered into by and between CARMELL CORPORATION, a Delaware corporation (the "Company") and Rajiv Shukla ("Executive''), and will be deemed effective as of July 15, 2023 (the "Effective Date"), each of the Company and Executive a "party" and together, the "parties".

Introduction

 

WHEREAS, Executive is currently employed by the Company as its Chairman and Chief Executive Officer;

and

WHEREAS, the parties desire to enter into this Agreement, effective as of the Effective Date.

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

 

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Exhibit 10.1

be more or less than the Target Bonus and will be determined by the Board, in its sole discretion, based on the satisfactory achievement of corporate and/or personal objectives established by the Committee. Except as otherwise provided herein or determined by the Committee, payment of any otherwise Earned Bonus (as defined in Section 10 below) will be paid no later than March 15 of the year following the year to which the Earned Bonus relates and will be conditioned on Executive's continued service through the date that annual bonuses are paid to the Company's executive officers generally with respect to the applicable year. The Earned Bonus, if any, shall be in an amount equal to 75% of the Earned Bonus in cash, with the remaining 25% of the Earned Bonus to be paid out in the form of fully vested shares of the Company's common stock (the "Stock Portion''), with the number of shares of issued to be determined by dividing the Stock Portion by the average of the daily volume weighted average price of the Common Stock over the quarter immediately preceding and ending on the date prior to the date of grant.

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 10.1

 

 

 

to the extent then unpaid, the Company shall pay to Executive the Earned Bonus (as

 

 

 

 

(iii) termination as a result of Executive's Disability, or (iv) Executive's death), then the Company's obligation to Executive will be limited solely to the payment of the Accrued Obligations through the date of such cessation of employment; provided, however, that in the event of Executive's death or Disability, the Company's obligation shall also include the Earned Bonus and the Pro Rata Bonus. The Accrued Obligations shall be paid on the first payroll date following the last date of employment to the extent administratively feasible and, if not, then on the second payroll date following the last date of employment. The foregoing will not be construed to limit Executive's right to payment or reimbursement for claims incurred prior to the date of such termination under any insurance contract funding an employee benefit plan, policy or arrangement of the Company in accordance with the terms of such insurance contract.

 

 

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Exhibit 10.1

 

 

 

 

 

 

 

 

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Exhibit 10.1

 

 

 

 

 

 

 

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Exhibit 10.1

 

Company's long term disability plan, policy or arrangement; provided, however, that if no such plan, policy or arrangement is then maintained by the Company and applicable to Executive, "Disability" will mean illness, incapacity or a mental or physical condition that renders Executive unable or incompetent, with or without a reasonable accommodation, to carry out the job responsibilities that Executive held or the tasks that Executive was assigned at the time the disability commenced, as determined in good faith by a physician mutually acceptable to the Company and Executive, for a period of 90 consecutive days, or 180 non-consecutive days in any rolling 12-month period. Termination as a result of a Disability will not be construed as a termination by the Company "without Cause."

 

 

 

 

(j) "Severance Period" means twelve (12) months. Notwithstanding the foregoing, with respect to a cessation of employment due to a termination by the Company without Cause or resignation by Executive for Good Reason that occurs (in either case) during the Protected Period, "Severance Period" shall mean eighteen (18) months.

 

 

 

 

 

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Exhibit 10.1

(iii) recovering a SEC whistleblower award as provided under Section 21F of the Securities Exchange Act of 1934, in each case without advance notice to the Company.

 

 

 

 

 

 

 

 

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Exhibit 10.1

 

 

 

 

 

 

 

This Agreement has been executed and delivered on the date first above written.

 

Carmell Corporation

 

By: /s/ Kathryn Gregory

Name: Kathryn Gregory

Title: Independent Director

 

 

Executive

By: /s/ Rajiv Shukla

Name: Rajiv Shukla

 

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Exhibit 10.1

Annexure A:

 

Sole Owner, Constellation Alpha Holdings LLC: holding company for my private investments

Partner, SPAC Research (own 33%)

Board Directors, Humacyte

 

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v3.23.4

Document and Entity Information	Dec. 29, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Dec. 29, 2023
Entity Registrant Name	Carmell Corp
Entity Incorporation State Country Code	DE
Entity File Number	001-40228
Entity Tax Identification Number	86-1645738
Entity Address Address Line 1	2403 Sidney Street
Entity Address Address Line 2	Suite 300
Entity Address City Or Town	Pittsburgh
Entity Address State Or Province	PA
Entity Address Postal Zip Code	15203
City Area Code	281
Local Phone Number	297-8276
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001842939
Amendment Flag	false
Common Stock [Member]
Document Information [Line Items]
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	CTCX
Security Exchange Name	NASDAQ
Warrant [Member]
Document Information [Line Items]
Security 12b Title	Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50
Trading Symbol	CTCXW
Security Exchange Name	NASDAQ

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