CTCX Carmell Corporation

Exhibit 3.1

CARMELL THERAPEUTICS CORPORATION

CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS

OF

SERIES A CONVERTIBLE VOTING PREFERRED STOCK

PURSUANT TO SECTION 151 OF THE

DELAWARE GENERAL CORPORATION LAW

CARMELL THERAPEUTICS CORPORATION, a Delaware corporation (the “Corporation”), in accordance with the provisions of Section 103 of the Delaware General Corporation Law (the “DGCL”) does hereby certify that, in accordance with Sections 141(c) and 151 of the DGCL, the following resolution was duly adopted by a committee of the Board of Directors of the Corporation acting upon authority delegated by the Board of Directors, which resolution remains in full force and effect on the date hereof:

RESOLVED, pursuant to authority expressly set forth in the Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), the issuance of a series of Preferred Stock designated as the Series A Convertible Voting Preferred Stock, par value $0.0001 per share, of the Corporation is hereby authorized and the designation, number of shares, powers, preferences, rights, qualifications, limitations and restrictions thereof (in addition to any provisions set forth in the Certificate of Incorporation that are applicable to the Preferred Stock of all classes and series) are hereby fixed, and the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Voting Preferred Stock is hereby approved as follows:

SERIES A CONVERTIBLE VOTING PREFERRED STOCK

Section 1. Definitions. For the purposes hereof, the following terms shall have the following meanings:

“Business Day” means any day except Saturday, Sunday, any day which shall be a federal legal holiday in the United States or any day on which banking institutions in the State of New York are authorized or required by law or other governmental action to close.

“Commission” means the U.S. Securities and Exchange Commission.

“Common Stock” means the Corporation’s common stock, par value $0.0001 per share, and stock of any other class of securities into which such securities may hereafter be reclassified into.

“Conversion Date” means the date on which the Series A Preferred Stock is converted pursuant to Section 6.

“Conversion Shares” means, collectively, the shares of Common Stock issuable upon conversion of the shares of Series A Preferred Stock in accordance with the terms hereof.

“Cap” means number of shares equal to 19.9% of the Corporation’s outstanding Common Stock as of the Issuance Date (excluding for purposes of the calculation, any securities issued on the Issuance Date).

“DGCL” shall mean the Delaware General Corporation Law.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Holder” means any holder of Series A Preferred Stock.

“Issuance Date” means August 9, 2023.

“Person” means any individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Proposal” has the meaning set forth in Section 8.

“Requisite Approval” means the date that the Corporation’s stockholders first approve the Proposal.

“Requisite Holders” means Holders of a majority of the then outstanding shares of Series A Preferred Stock, voting together as a single class.

“Series A Preferred Stock” has the meaning set forth in Section 2(a).

“Share Conversion Number” has the meaning set forth in Section 6(b)(i).

“Trading Day” means a day on which the Common Stock is traded for any period on a principal securities exchange or if the Common Stock is not traded on a principal securities exchange, on a day that the Common Stock is traded on another securities market on which the Common Stock is then being traded.

Section 2. Designation, Amount and Par Value; Assignment; Ranking.

(a) The series of Preferred Stock designated by this Certificate of Designation shall be designated as the Corporation’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The number of shares of Series A Preferred Stock so designated shall be 4,243. The Series A Preferred Stock shall have a par value of $0.0001 per share.

(b) The Corporation shall register shares of the Series A Preferred Stock, upon records to be maintained by the Corporation’s transfer agent for that purpose (the “Series A Preferred Stock Register”), in the name of the Holders thereof from time to time. The Corporation and its transfer agent may deem and treat the registered Holder of shares of Series A Preferred Stock as the absolute owner thereof for the purpose of any conversion thereof and for all other purposes. Shares of Series A Preferred Stock may be issued solely in book-entry form. The Corporation or its transfer agent shall register the transfer of any shares of Series A Preferred Stock in the Series A Preferred Stock Register, upon surrender of the shares of Series A Preferred Stock evidencing such shares to be transferred, to the Corporation’s transfer agent. Upon any such registration or transfer, a new or book-entry notation evidencing the shares of Series A Preferred Stock so transferred shall be issued to the transferee and a new book-entry notation evidencing the remaining portion of the shares not so transferred, if any, shall be issued to the transferring Holder, in each case, within three Business Days. The provisions of this Certificate of Designation are intended to be for the benefit of all Holders from time to time and shall be enforceable by any such Holder.

(c) Prior to the Requisite Approval, the Series A Preferred Stock will be senior to the Common Stock and all other series or classes of stock and equity securities of the Corporation with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary Liquidation, dissolution or winding up of the affairs of the Corporation.

Section 3. Dividends. At all times following the Issuance Date, while shares of Series A Preferred Stock are issued and outstanding, holders of Series A Preferred Stock shall be entitled to receive, and the Corporation shall pay, dividends on shares of Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis and without regard to any limitations on conversion set forth herein or otherwise) to and in the same form as dividends (other than dividends in the form of Common Stock, which shall be made in accordance with Section 7(a)) actually paid on shares of the Common Stock when, as and if such dividends (other than dividends in the form of Common Stock, which shall be made in accordance with Section 7(a)) are paid on shares of the Common Stock.

Section 4. Voting Rights. Subject to the last sentence of this Section 4, the Series A Preferred Stock is voting stock. Holders of the Series A Preferred Stock are entitled to vote together with the Common Stock on an as-if-converted-to-Common-Stock basis. Holders of Common Stock are entitled to one vote for each share of Common Stock held on all matters submitted to a vote of stockholders. Accordingly, holders of Series A Preferred Stock will

be entitled to one vote for each whole share of Common Stock into which their Series A Preferred Stock is then-convertible on all matters submitted to a vote of stockholders. Unless and until the Corporation has obtained the Requisite Approval, the number of shares of Common Stock that shall be deemed issued upon conversion of the Series A Preferred Stock (for purposes of calculating the number of aggregate votes the Holders of Series A Preferred Stock are entitled to on an as-converted basis) will be equal to that number of shares equal to the Cap, which each such holder being able to vote the number of shares of Series A Preferred Stock held by it relative to the total number of shares of Series A Preferred Stock then outstanding multiplied by the Cap. Notwithstanding the foregoing, the Holders of the Series A Preferred Stock are not entitled to vote together with the Common Stock on an as-if-converted-to-Common-Stock-basis on the Proposal set forth in Section 8(i) and (ii) herein.

Section 5. Liquidation. Prior to the Requisite Approval, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, including a change of control transaction (any such event, a “Liquidation”) the holders of shares of Series A Preferred Stock then outstanding shall be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders, the amount per share if such holders converted all of the Series A Preferred Stock into Common Stock.

Section 6. Conversion.

(a) No Conversion. Prior to the receipt of the Requisite Approval, the Series A Preferred Stock is not convertible by the Holder thereof.

(b) Automatic Conversion. On the tenth (10th) Trading Day following the announcement of the Requisite Approval (the “Automatic Conversion Date”), each share of Series A Preferred Stock shall automatically convert into one thousand (1,000) shares of Common Stock. Upon the Automatic Conversion Date, each share of Series A Preferred Stock shall cease to have any rights hereunder other than the right to receive the Conversion Shares in accordance with the procedures set forth in Section 6(d) below.

(d) Mechanics of Conversion.

(i) Notice of Conversion. Following announcement of the Requisite Approval, Holders shall effect conversions by providing the Corporation and its transfer agent with the form of conversion notice attached hereto as Annex A (a “Notice of Conversion”), duly completed and executed. Provided the Corporation’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program, the Notice of Conversion may specify, at the Holder’s election, whether the applicable Conversion Shares shall be credited to the DTC participant account nominated by the Holder through DTC’s Deposit Withdrawal Agent Commission system (a “DWAC Delivery”). The date on which such a conversion shall be deemed effective (the “Conversion Date”), shall be defined as the later of (i) the Automatic Conversion Date and (ii) the Trading Day that the Notice of Conversion, completed and executed, is sent by facsimile or other electronic transmission to, and received during regular business hours by, the Corporation and its transfer agent. The calculations set forth in the Notice of Conversion shall control in the absence of manifest or mathematical error.

(ii) Delivery of Electronic Issuance Upon Conversion. Not later than two (2) Trading Days after the Conversion Date (the “Share Delivery Date”), the Corporation’s transfer agent shall (a) in the case of a DWAC Delivery (if so requested by the Holder), electronically transfer such Conversion Shares by crediting the DTC participant account nominated by the Holder through DTC’s DWAC system or (b) if the shares of Series A Preferred stock being converted have been issued in global form eligible for book-entry settlement with DTC, the Conversion Shares shall be delivered to the Holder through book-entry transfer through the facilities of DTC.

(iii) Reservation of Shares Issuable Upon Conversion. The Corporation covenants that it will at all times reserve and keep available out of its authorized and unissued shares of Common Stock for the sole purpose of issuance upon conversion of the Series A Preferred Stock, free from preemptive rights or any other actual contingent purchase rights of Persons other than the Holders of the Series A Preferred Stock, not less than such aggregate number of shares of the Common Stock as shall be issuable (taking into account the adjustments of Section 7) upon the conversion of all outstanding shares of Series A Preferred Stock. The Corporation covenants that all shares of Common Stock that shall be so issuable shall, upon issue, be duly authorized, validly issued, fully paid, non-assessable and free and clear of all liens and other encumbrances.

(iv) Fractional Shares. No fractional shares or scrip representing fractional shares of Common Stock shall be issued upon the conversion of the Series A Preferred Stock. All fractional shares shall be rounded down to the nearest whole shares of Common Stock.

(v) Transfer Taxes. The issuance of book entry notations for shares of the Common Stock upon conversion of the Series A Preferred Stock shall be made without charge to any Holder for any documentary stamp or similar taxes that may be payable in respect of the issue or delivery of such book entry notation, provided that the Corporation shall not be required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such book entry notation upon conversion in a name other than that of the registered Holder(s) of such shares of Series A Preferred Stock and the Corporation shall not be required to issue or deliver such book entry notation unless or until the Person or Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the satisfaction of the Corporation that such tax has been paid.

(e) Status as Stockholder. Upon the Conversion Date: (i) the shares of Series A Preferred Stock being converted shall be deemed converted into shares of Common Stock; and (ii) the Holder’s rights as a holder of such converted shares of Series A Preferred Stock shall cease and terminate, excepting only the right to receive book entry notations for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Corporation to comply with the terms of this Certificate of Designation. In all cases, the holder shall retain all of its rights and remedies for the Corporation’s failure to convert Series A Preferred Stock.

Section 7. Certain Adjustments.

(a) Stock Dividends and Stock Splits. If the Corporation, at any time while any shares of Series A Preferred Stock are outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock with respect to the then outstanding shares of Common Stock; (ii) subdivides outstanding shares of Common Stock into a larger number of shares; or (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares, then the number of Conversion Shares shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event (excluding any treasury shares of the Corporation). Any adjustment made pursuant to this Section 7(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision or combination.

(b) Calculations. All calculations under this Section 7 shall be made to the nearest cent or the nearest 1/1000th of a share, as the case may be. For purposes of this Section 7, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding any treasury shares of the Corporation) issued and outstanding.

(c) Notice to the Holders.

(i) Adjustment to Number of Conversion Shares. Whenever the number of Conversion Shares is adjusted pursuant to any provision of this Section 7, the Corporation shall promptly deliver to each Holder a notice setting forth the number of Conversion Shares after such adjustment and setting forth a brief statement of the facts requiring such adjustment.

(ii) Other Notices. If (A) the Corporation shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Corporation shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Corporation shall authorize the granting to all holders of the Common Stock of rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Corporation shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Corporation is a party, any sale or transfer of all or substantially all of the assets of the Corporation, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Corporation shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Corporation, then, in each case, the Corporation shall cause

to be filed at each office or agency maintained for the purpose of conversion of the shares of Series A Preferred Stock, and shall cause to be delivered to each Holder at its last address as it shall appear upon the stock books of the Corporation, at least 10 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange, provided that the failure to deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to be specified in such notice; and provided further, that in each case, the Corporation will only be required to provide such information to the Holder if such information shall have be made known to the public prior to or in conjunction with such notice being provided to the Holder.

Section 8. Requisite Approval. The Corporation shall, as soon as practicable following the Issuance Date, but not more than sixty (60) days thereafter, file a preliminary proxy statement for a vote of its stockholders to approve the issuance of all Common Stock upon conversion of the Series A Preferred Stock (the “Proposal”). The Corporation shall, as soon as practicable following notification from the staff of the Commission that it has completed its review of the preliminary proxy statement or that it will not review the preliminary proxy statement, file and mail a definitive proxy statement for the vote of its stockholders to approve the Proposal. The Corporation covenants and agrees that its Board of Directors shall unanimously recommend that the Proposal be approved by the Corporation’s stockholders at all meetings in which such Proposal is considered and promptly file the necessary amendments to the Corporation’s certificate of incorporation after the Proposal is approved. If the Corporation’s stockholders do not approve such Proposal at the first meeting in which they are voted on by stockholders, the Corporation covenants and agrees that it will submit the Proposal for approval of the Corporation’s stockholders at least semi-annually until such approval is obtained. From and after the time of the Requisite Approval, the Cap shall no longer be applicable for any purposes hereof.

Section 9. Miscellaneous.

(a) Waiver. Any waiver by the Corporation or a Holder of a breach of any provision of this Certificate of Designation shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate of Designation or a waiver by any other Holders. The failure of the Corporation or a Holder to insist upon strict adherence to any term of this Certificate of Designation on one or more occasions shall not be considered a waiver or deprive that party (or any other Holder) of the right thereafter to insist upon strict adherence to that term or any other term of this Certificate of Designation. Any waiver by the Corporation or a Holder must be in writing. Notwithstanding any provision in this Certificate of Designation to the contrary, any provision contained herein and any right of the Holders of Series A Preferred Stock granted hereunder may be waived as to all shares of Series A Preferred Stock (and the Holders thereof) upon the written consent of the Holders of a majority of the shares of Series A Preferred Stock then outstanding, unless a higher percentage is required by the DGCL, in which case the written consent of the Holders of not less than such higher percentage shall be required.

(b) Severability. If any provision of this Certificate of Designation is invalid, illegal or unenforceable, the balance of this Certificate of Designation shall remain in effect, and if any provision is inapplicable to any Person or circumstance, it shall nevertheless remain applicable to all other Persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates the applicable law governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum rate of interest permitted under applicable law.

(c) Next Business Day. Whenever any payment or other obligation hereunder shall be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day.

(d) Headings. The headings contained herein are for convenience only, do not constitute a part of this Certificate of Designation and shall not be deemed to limit or affect any of the provisions hereof.

(e) Status of Converted Series A Preferred Stock. If any shares of Series A Preferred Stock shall be converted by the Corporation, such shares shall resume the status of authorized but unissued shares of preferred stock and shall no longer be designated as Series A Preferred Stock.

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IN WITNESS WHEREOF, Carmell Corporation has caused this Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock to be executed by its duly authorized officer this 8th day of August, 2023.

[SIGNATURE PAGE TO CERTIFICATE OF DESIGNATION]

ANNEX A

NOTICE OF CONVERSION

(TO BE EXECUTED BY THE REGISTERED HOLDER

IN ORDER TO CONVERT SHARES OF SERIES A-1 PREFERRED STOCK)

The undersigned Holder hereby irrevocably elects to convert the number of shares of Series A Preferred Stock indicated below, represented by stock certificate No(s). (the “Preferred Stock Certificates”), into shares of Common Stock of Carmell Therapeutics Corporation, a Delaware corporation (the “Corporation”). If securities are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect thereto. Capitalized terms utilized but not defined herein shall have the meaning ascribed to such terms in that certain Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) filed by the Corporation with the Delaware Secretary of State on August 9, 2023.

Conversion calculations:

Date to Effect Conversion:

Number of shares of Series A Preferred Stock owned prior to Conversion:

Number of shares of Series A Preferred Stock to be Converted:

Address for delivery of physical certificates:

Or

for DWAC Delivery:

DWAC Instructions:

Broker no:

Account no:

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER

This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”) is made and entered into as of August 9, 2023 by and among Carmell Corporation, a Delaware corporation (“Carmell”), Aztec Merger Sub, Inc., a Delaware corporation and wholly- owned direct subsidiary of Carmell (“Merger Sub”), and Axolotl Biologix, Inc., a Delaware corporation (the “Company”). Unless otherwise specifically defined herein, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement (as defined below).

WHEREAS, the parties hereto entered into that certain Agreement and Plan of Merger, dated as of July 26, 2023 (the “Agreement”);

WHEREAS, the parties desire to, amongst other things, modify the structure of the Merger;

WHEREAS, the parties desire to, amongst other things, modify the requirement set forth in Section 6.2(g) of the Agreement which requires the Company to deliver the Company Closing Financial Statements to Carmell as a condition to the consummation of the transactions contemplated by the Agreement;

WHEREAS, in connection with Carmell’s agreement to modify the requirement set forth in Section 6.2(g), the parties desire to reduce the Closing Cash Consideration and provide that payment of a portion of the amount that would constitute Closing Cash Consideration in the absence of this Amendment is deferred until the financial statements that would be required to be delivered pursuant to Section 6.2(g) of the Agreement in the absence of this Amendment are delivered;

WHEREAS, the parties also desire to clarify the type of consideration payable in respect of the Future Consideration; and

WHEREAS, in accordance with Section 9.2 of the Agreement, the parties desire to amend the Agreement upon the terms and subject to the conditions set forth in this Amendment.

NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth herein, and intending to be legally bound hereby, Carmell, Merger Sub and the Company agree as follows:

This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of July 26, 2023, is made by and among Carmell Corporation, a Delaware corporation (“Carmell”), Aztec Merger Sub, Inc. a Delaware corporation and wholly-owned direct subsidiary of Carmell (“Merger Sub I”), Axolotl Biologix

LLC, a Delaware limited liability company and a wholly-owned subsidiary of Carmell (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Axolotl Biologix, Inc., a Delaware corporation (the “Company”). Carmell, the Merger Subs, and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.

WHEREAS, the Parties intend to effect, as steps in a single, integrated transaction, (a) Merger Sub I will merge with and into the Company in accordance with this Agreement and the General Corporation Law of the State of Delaware (the “DGCL”), Merger Sub I will cease to exist and the Company will become a direct, wholly-owned subsidiary of Carmell (the “First Merger”) and (b) the Company will merge with and into Merger Sub II, the Company will cease to exist and Merger Sub II will survive as a direct, wholly owned subsidiary of Carmell (the “Second Merger” and, collectively with the First Merger, the “Merger”).

(i) Upon the terms of and subject to the conditions set forth in this Agreement, and in accordance with the DGCL, at the Effective Time, Merger Sub I shall be merged with and into the Company. As a result of such First Merger, the separate corporate existence of Merger Sub I shall cease, and the Company shall continue as the surviving corporation of the First Merger (the “First Step Surviving Corporation”) and a direct wholly owned subsidiary of Carmell. Upon the terms and subject to the conditions set forth in this Agreement, at the Second Effective Time, the First Step Surviving Corporation shall merge with and into Merger Sub II. As a result of such Second Merger, the separate corporate existence of the First Step Surviving Corporation shall cease and Merger Sub II shall continue as the surviving entity of the Second Merger (the “Final Surviving Entity”) and a direct wholly owned subsidiary of Carmell.

(ii) At the Closing, the parties hereto shall cause the First Merger to be consummated by (i) filing a certificate of merger, in a form reasonably satisfactory to the Company and Carmell (the “First Certificate of Merger”) with the Secretary of State of Delaware, in accordance with relevant provisions of the DGCL and (ii) make all other filings and recordings required under the DGCL. The First Merger shall become effective on the date and time at which the First Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date or time as is agreed by Carmell and the Company and specified in the First Certificate of Merger (the time the Merger becomes effective being referred to

herein as the “Effective Time”). Promptly, following the Effective Time, but in no event later than two (2) Business Days thereafter, Carmell, the First Step Surviving Corporation and Merger Sub II shall file a certificate of merger, in a form reasonably satisfactory to the Company and Carmell (the “Second Certificate of Merger”) with the Secretary of State of Delaware, in accordance with the relevant provisions of the DGCL and (ii) make all other filings and recordings required under the DGCL. The Second Merger shall become effective on the date and time at which the Second Certificate of Merger is accepted for filing by the Secretary of State of the State of Delaware or at such later date or time as is agreed by Carmell and the Company and specified in the Second Certificate of Merger (the “Second Effective Time”).

(iii) At and after the Effective Time, the First Merger shall have the effects as set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the First Step Surviving Corporation, and all debts, liabilities and duties of each of the Company and Merger Sub I shall attach to, and become the debts, liabilities and duties of, the First Step Surviving Corporation. At and after the Second Effective Time, the Second Merger shall have the effects as set forth in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Second Effective Time, all the property, rights, privileges, powers and franchises of each of the First Step Surviving Corporation and Merger Sub II shall vest in the Final Surviving Entity, and all debts, liabilities and duties of each of the First Step Surviving Corporation and Merger Sub II shall attach to, and become the debts, liabilities and duties of, the Final Surviving Entity.

(iv) At the Effective Time, the Governing Documents of the Company shall be the Governing Documents of the First Step Surviving Corporation and shall be amended and restated to read the same as the Governing Documents of Merger Sub I as in effect immediately prior to the Effective Time, in each case, until thereafter changed or amended as provided therein or by applicable Law, except that Article II of the certificate of incorporation of the First Step Surviving Corporation shall be amended and restated in its entirety to read as follows: “The name of this corporation is ‘Axolotl Biologix, Inc.’”. At the Second Effective Time, the Governing Documents of Merger Sub II shall be the Governing Documents of the Final Surviving Entity, in each case, until thereafter changed or amended as provided therein or by applicable Law.

(v) At the Effective Time, the directors and officers of Merger Sub I immediately prior to the Effective Time shall be the initial directors and officers of the First Step Surviving Corporation, each to hold office in accordance with the Governing Documents of the First Step Surviving Corporation until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal. At the Second Effective Time, the directors and officers of Merger Sub II immediately prior to the Effective Time shall be the initial directors and officers of the Final Surviving Entity, each to hold office in

accordance with the Governing Documents of the Final Surviving Entity until such director’s or officer’s successor is duly elected or appointed and qualified, or until the earlier of their death, resignation or removal.

(vii) At the Effective Time, by virtue of the First Merger and without any action on the part of any Party or any other Person, each Company Share (other than the Dissenting Shares and the Company Shares canceled in accordance with clause (viii) immediately below) issued and outstanding as of immediately prior to the Effective Time shall be canceled and extinguished and be converted into the right to receive a Pro Rata Share of the Closing Consideration and if applicable, a Pro Rata Share of the Final Deferred Consideration and/or the Future Consideration, if any. From and after the Effective Time, the holder(s) of certificates (the “Certificates”), if any, evidencing ownership of Company Shares and the Company Shares held in book-entry form issued and outstanding immediately prior to the Effective Time shall each cease to have any rights with respect to such Company Shares except as otherwise expressly provided for herein or under applicable Law.

5.5(c). [Reserved].

“Closing Consideration” means the Closing Share Consideration.

“Company Closing Financial Statements” means draft copies of (i) the financial statements of the Company as of and for the fiscal years ended December 31, 2021 and December 31, 2022 and the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows of the Company for each of the years then ended and (ii) the unaudited financial statements for the six-month period ended June 30, 2023 and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows of the Company for the six-month period ended June 30, 2023, which shall, in each case, (A) fairly present in all material respects the financial position of the Company

as of the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended, (B) be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), and (C) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable).

“Closing Preferred Share Consideration ” means the number of shares of Carmell Preferred Stock equal to (i) (x) the Closing Share Consideration minus (y) the Closing Common Share Consideration divided by (ii) 1000.

“Conversion Rate” means 1,000 shares of Carmell Common Stock per share of Carmell Series A Preferred Stock.

“Final Financial Statements” means true and correct copies of (i) the audited financial statements of the Company as of and for the fiscal years ended December 31, 2021 and December 31, 2022 and the related audited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows of the Company for each of the years then ended and (ii) the unaudited financial statements for the six-month period ended June 30, 2023 and the related unaudited consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit) and cash flows of the Company for the six-month period ended June 30, 2023, which shall, in each case, (A) fairly present in all material respects the financial position of the Company as of the respective dates thereof, and the results of its operations, stockholders’ equity and cash flows for the respective periods then ended, (B) be prepared in conformity with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto), (C) be audited in accordance with the standards of the PCAOB and (D) comply in all material respects with the applicable accounting requirements and with the rules and regulations of the SEC, the Exchange Act and the Securities Act in effect as of the respective dates thereof (including Regulation S-X or Regulation S-K, as applicable); provided that such Final Financial Statements shall reflect revenue of at least $39,000,000.00 for the fiscal year ended December 31, 2022 and $21,000,000. for the six months ended June 30, 2023.

“Final Deferred Consideration” means $8.0 million in cash.

“Merger Consideration” means the Closing Consideration, the Final Deferred Consideration, if applicable, and any portion of the Future Consideration that becomes payable pursuant to Exhibit A.

(vii) At the Effective Time, by virtue of the Merger and without any action on the part of any Party or any other Person, each Company Share (other than the Dissenting Shares and the Company Shares canceled in accordance with clause (viii) immediately below) issued and outstanding as of immediately prior to the Effective Time shall be canceled and extinguished and be converted into the right to receive a Pro Rata Share of the Closing Consideration and if applicable, a Pro Rata Share of the Final Deferred Consideration and/or the Future Consideration, if any. From and after the Effective Time, the holder(s) of certificates (the “Certificates”), if any, evidencing ownership of Company Shares and the Company Shares held in book-entry form issued and outstanding immediately prior to the Effective Time shall each cease to have any rights with respect to such Company Shares except as otherwise expressly provided for herein or under applicable Law.

Section 2.3 Allocation Schedule. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Carmell an allocation schedule (the “Allocation Schedule”) setting forth (a) the number of Equity Securities held by each Company Stockholder, (b) such Company Stockholder’s Pro Rata Share, (c) the aggregate amount of Closing Share Consideration (including with respect to the Closing Common Share Consideration and the Closing Preferred Share Consideration) payable or issuable to each Company Stockholder, (d) the aggregate amount of Final Deferred Consideration, if applicable, payable or issuable to each Company Stockholder and (e) a certification, duly executed by an authorized officer of the Company, that the information and calculations delivered pursuant to clauses (a), (b) and (c) are, and will be as of immediately prior to the Effective Time, (i) true and correct in all respects and (ii) in accordance with the applicable provisions of this Agreement, the Governing Documents of the Company, and applicable Laws. The Company will review any comments to the Allocation Schedule provided by Carmell or any of its Representatives and consider in good

faith and incorporate any reasonable comments proposed by Carmell or any of its Representatives to correct inaccuracies. Notwithstanding the foregoing or anything to the contrary herein, the aggregate number of shares of Carmell Common Stock that each Company Stockholder will have a right to receive pursuant to this Agreement will be rounded down to the nearest whole share.

(e) If a properly completed and duly executed Letter of Transmittal, together with any Certificates (or affidavit of loss in lieu thereof in the form required by the Letter of Transmittal) or an “agent’s message”, as applicable, is delivered to the Exchange Agent in accordance with (i) at least one (1) Business Day prior to the Closing Date, then Carmell and the Company shall take all necessary actions to cause the applicable portion of the Closing Share Consideration to be issued to the applicable Company Stockholder in book-entry form on the Closing Date, or (ii) less than one (1) Business Day prior to or on or after the Closing Date, then Carmell and the Company (or the Surviving Corporation) shall take all necessary actions to cause the applicable portion of the Closing Share Consideration to be issued to the Company Stockholder in book-entry form within two (2) Business Days after such delivery.

Section 2.8 Final Deferred Consideration.

(a) In addition to payment of the Closing Consideration and Future Consideration, if applicable, in accordance with the terms of this Agreement, the Final Deferred Cash Consideration shall become due and payable to the Company Stockholders based on their Pro Rata Share upon the delivery of the Final Financial Statements by the Company to Carmell as soon as practicable, but in any event, within three (3) days of delivery of the Final Financial Statements.

(b) The right of the Company Stockholders to receive any portion of the Final Deferred Cash Consideration (i) is solely a contractual right contingent upon the delivery of the Final Financial Statements, will not be evidenced by a certificate and does not constitute a security, or other instrument, (ii) may not be sold, assigned, transferred, pledged, encumbered or in any other manner transferred or disposed of, in whole or in part, other than upon written notice to Carmell pursuant to a Permitted Transfer, and (iii) does not give the Company Stockholders any right to receive interest payments. There is no guaranty or other assurance of any kind that the Final

Deferred Cash Consideration will be payable hereunder. For purposes of this Agreement, “Permitted Transfer” means: (A) a transfer on death by will or intestacy, (B) a transfer by instrument to an inter vivos or testamentary trust for beneficiaries upon the death of the trustee, (C) a transfer made pursuant to a court order of a court of competent jurisdiction (such as in connection with divorce, bankruptcy or liquidation), (D) a transfer by a partnership or limited liability company through a distribution to its partners or members, as applicable, in each case without consideration or (E) a transfer made by operation of law (including a consolidation or merger) or as pursuant to the dissolution, liquidation or termination of any corporation, limited liability company, partnership or other entity.

(a) Subject to the remainder of this Exhibit A, after the occurrence of the applicable milestone event described in the table set forth below (each such event, a “Milestone Event”), Carmell or its designee shall pay to each Company Stockholder such Company Stockholder’s Pro Rata Share of the applicable milestone fee listed next to such Milestone Event below (each such fee, the applicable “Future Payment”) associated with such Milestone Event. Each Future Payment shall be paid in a combination of cash and shares of Carmell Common Stock based on the VWAP of the Carmell Common Stock for the 30 consecutive Trading Days immediately preceding the date that the Milestone Event was achieved, as set forth in the table below; provided that if the issuance of Carmell Common Stock pursuant to this Exhibit A would exceed the Closing Share Cap, such Future Payments, to the extent such Future Payments exceed the Closing Share Cap, shall be issued and payable in Carmell Series A Preferred Stock instead of Carmell Common Stock. Future Payments shall be considered Future Consideration for purposes of the Agreement.

[Signature Pages Follow]

IN WITNESS WHEREOF, this First Amendment to Agreement and Plan of Merger has been executed on behalf of the parties as of the date first stated above.

[Signature Page to First Amendment to Agreement and Plan Of Merger]

IN WITNESS WHEREOF, this First Amendment to Agreement and Plan of Merger has been executed on behalf of the parties as of the date first stated above.

[Signature Page to First Amendment to Agreement and Plan Of Merger]

Exhibit 99.1

Carmell Announces Successful Closing of Merger with Axolotl Biologix and Launch of a New Brand Identity

August 9, 2023

PITTSBURGH & FLAGSTAFF, Ariz.—(BUSINESS WIRE)—Carmell Corporation (Nasdaq: CTCX) (“Carmell”), a regenerative care company today announced the successful closing of the previously announced merger with Flagstaff-based Axolotl Biologix, a profitable regenerative medicine company developing products for active soft tissue repair, aesthetics and orthopedic indications (“Axolotl”).

As previously indicated, the initial merger consideration consists of $8 million in cash and $57 million in CTCX common and preferred shares. The number of CTCX common shares was calculated based on a 30-day average of daily volume-weighted average price of the CTCX common shares, which was $7.05 per common share as of Closing. The $8 million in initial cash consideration is due on completion of certain Conditions Subsequent to Closing. Additionally, the following milestone payments are due:

Carmell also announced a change in its corporate identity from “Carmell Therapeutics Corporation” to “Carmell Corporation” and a new brand logo to reflect its broader focus on non-therapeutic indications in aesthetics.

Said Mr. Josh Sandberg, CEO of Axolotl, “I am impressed with continued synergy and experienced leadership we have seen throughout this process. Being a part of a decisive and calculated team is going to lead to great combined success. Personally, I am extremely excited to work with Rajiv as we continue to build out the platform through organic as well as M&A strategies.”

Said Mr. Rajiv Shukla, Executive Chairman of Carmell, “With the closing of the Axolotl Biologix transaction, Carmell is well positioned to meet our goal of profitably achieving $100 million in FY24 revenue. In addition to exploring acquisitions of other commercial businesses, we are also working actively towards launching our first cosmeceutical product for skin rejuvenation by FY24.”

About Axolotl

Axolotl has a portfolio of commercial products based on human amnion grafts for use in diabetic foot ulcers, venous foot ulcers and burns. Axolotl is also developing regenerative products for Foot/Ankle osteoarthritis, Androgenetic Alopecia and Skin rejuvenation. For more information, visit www.axobio.com

About Carmell

Carmell is developing allogeneic plasma-based biomaterials designed to boost innate regenerative pathways across a variety of skin and bone healing 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 and is planning 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.