Carmell Therapeutics Announces Merger with Axolotl Biologix, a Profitable Regenerative Medicine Company

Carmell Therapeutics Announces Merger with Axolotl Biologix, a Profitable Regenerative Medicine Company

PITTSBURGH, PA & FLAGSTAFF, AZ

(BUSINESS WIRE): Carmell Therapeutics Corporation (Nasdaq: CTCX) ( Carmell ), a regenerative medicine company today announced the execution of a definitive agreement and plan of merger (the Merger Agreement ) with

Flagstaff-based Axolotl Biologix, a profitable regenerative medicine company developing products for active soft tissue repair, aesthetics and orthopedic indications ( Axolotl ).

Transaction Details:

Said Mr. Sandberg, I am excited to partner with Rajiv

and Carmell to build on our shared vision of offering industry leading products that positively impact patients lives. Our teams have worked very diligently, and this transaction creates unlimited possibilities.

Said Mr. Rajiv Shukla, the Executive Chairman of Carmell, I look forward to working with Josh and the Axolotl team to accelerate our goal of

building Carmell into an Industry-leading regenerative medicine company through a combination of in-house product development, bolt-on acquisitions and business

development aimed at aesthetics/soft tissue and orthopedic indications.

Carmell Therapeutics is a Phase 2 stage regenerative medicine platform company developing allogeneic plasma-based biomaterials that are designed to boost

innate regenerative pathways across a variety of bone and soft tissue indications. Carmell received FDA clearance for a Phase 2-stage clinical trial designed to study accelerated healing and reduced infections

in open tibia (shinbone) fractures with intramedullary rodding. Carmell expects to initiate a Phase 2 trial for Foot/Ankle Fusion. Pre-clinical development is also underway in Spinal Fusion, Dental Bone Graft

Substitute, Androgenetic Alopecia, Active Soft Tissue Repair and Cosmetic Skin Rejuvenation. For more information, visit www.carmellrx.com.

Forward-Looking Statements

This press release contains forward-looking statements that are based on beliefs and assumptions and on information currently available. In some cases, you

can identify forward-looking statements by the following words: may, will, could, would, should, expect, intend, plan, anticipate,

believe, estimate, predict, project, potential, continue, ongoing or the negative of these terms or other comparable terminology, although not all forward-looking

statements contain these words. These statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information expressed or implied by

these forward-looking statements. Although we believe that we have a reasonable basis for each forward-looking statement contained in this press release, we caution you that these statements are based on a combination of facts and factors currently

known by us and our projections of the future, about which we cannot be certain. Forward-looking statements in this press release include, but are not limited to, statements regarding the proceeds of the business combination, the leadership of

the combined company, the benefits of the transaction, as well as statements about the potential attributes and benefits of Axolotl s product candidates and the format and timing of Axolotl s product development activities and clinical

trials. We cannot assure you that the forward-looking statements in this press release will prove to be accurate. These forward-looking statements are subject to a number of significant risks and uncertainties that could cause actual results to

differ materially from expected results, including, among others, the ability to recognize the anticipated benefits of the transaction, the outcome of any legal proceedings that may be instituted against Carmell following completion of the

transaction, the impact of COVID-19 on Axolotl s business, costs related to the proposed transaction, changes in applicable laws or regulations, the possibility that CTCX or Axolotl may be adversely

affected by other economic, business, and/or competitive factors, and other risks and uncertainties, including those to be included under the header Risk Factors in the registration statement on Form

S-4 filed by ALPA with the SEC, as amended (File No. 333-269733). Most of these factors are outside of Carmell s control and are difficult to predict.

Furthermore, if the forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or

warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all. The forward-looking statements in this press release represent our views as of the date of this press release. We anticipate

that subsequent events and developments will cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by

applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.