NOTE 13 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events and transactions that occurred after the unaudited condensed consolidated balance sheet date through the date these unaudited condensed consolidated financial statements were available to be issued.

Puritan Settlement

As detailed in Note 9, Puritan Partners LLC (“Puritan”) commenced an action captioned Puritan Partners LLC v. Carmell Regen Med Corporation et al., Index No. 655566/2023 (Supreme Court of the State of New York, County of New York) (the “Action”), against the Company and its subsidiary, Carmell Regen Med Corporation (f/k/a Carmell Therapeutics Corporation) (“Carmell Regen”) in January 2022.

On August 13, 2026 (the “Puritan Closing Date”), the Company, Carmell Regen, and Puritan entered into a Settlement Agreement (the “Settlement Agreement”) to resolve the Action and all related claims. Pursuant to the Settlement Agreement, the Company exchanged the Convertible Note issued to Puritan in 2022 for a new Senior Secured Convertible Note of the Company in the principal amount of $1,250,000 (the “Initial Note”). In exchange for cancellation of the Convertible Note Warrant issued to Puritan in 2022, the Company issued Puritan a new Senior Secured Convertible Note in the principal amount of $1,100,000 (the “Additional Note” and, together with the Initial Note, the “Notes”). The Notes bear interest at 10% per annum, mature on February 13, 2028, and are convertible at a fixed conversion price of $0.50 per share, subject to an alternative conversion price (at Puritan’s election) equal to 80% of the average closing trade price of the Company’s common stock over the five trading days preceding conversion, if lower. The Company is required to offer to prepay the Notes with 25% of gross proceeds from certain future debt or equity issuances. The Notes are senior secured obligations, guaranteed by all subsidiaries of the Company, except Elevai Skincare, Inc., and are secured by a first-priority lien on the assets of these entities. The Company exchanged mutual general releases and agreed to file a registration statement covering resale of the shares issuable upon conversion of the Notes within 30 days of the Puritan Closing Date and file a stipulation dismissing the Action without prejudice within 3 business days of such date. In addition, the Company and the Named Subsidiaries delivered an affidavit of confession of judgment in Puritan’s favor for the aggregate outstanding principal amount of the Notes plus specified default interest, late fees, and enforcement costs, which Puritan may file and reduce to judgment without prior notice or a hearing upon an uncured Event of Default. The Notes are also subject to mandatory prepayment upon a change of control, a qualified offering, or a sale of all or substantially all of the Company’s assets, and, upon an uncured Event of Default, to a redemption premium of 115% of outstanding principal and an increase in the interest rate to 15% per annum. The Company has also agreed to reserve authorized but unissued shares of common stock sufficient to cover at least four times the maximum number of shares issuable upon conversion of the Notes. 

The Company is evaluating the accounting impact of the Settlement Agreement, including whether the exchange of the Existing Note and cancellation of the Warrant should be accounted for as a debt extinguishment or modification under ASC 470, Debt, and the resulting effect, if any, on the Company’s previously recorded accrued interest payable and legal contingency related to the Action. The Company expects to reflect the effects of the Settlement Agreement in its financial statements for the period in which the Puritan settlement was executed.