Bio-aesthetics company Carmell Corporation announced on Thursday its acquisition of Elevai Skincare Inc., a subsidiary of PMGC Holdings Inc.

As part of the agreement, Carmell will acquire Elevai’s product portfolio, which generated approximately $2.5 million in trailing twelve-month revenue, along with its commercial and product development teams. The deal also includes finished and in-process inventory valued at $1.0 million and accounts receivable of $0.03 million.

Under the definitive purchase agreement, Carmell will issue approximately $1.1 million in common stock at closing and pay $57,000 in cash contingent on the sale of existing inventory. 

The agreement also includes earnout considerations, such as 5% of net sales from Elevai’s products for five years following the closing and a one-time milestone payment of $500,000 if Elevai’s hair and scalp products achieve $500,000 in net revenue within 24 months. Lastly, Carmell will assume Elevai’s contractual liabilities and trade payables as part of the acquisition.

“This acquisition will integrate one of the newest advances in stem cell derived exosome technology into the Carmell platform, further cementing our status as the home of the best bio-aesthetic skincare science, Built by Biology just as Nature intended,” said Rajiv Shukla, chairman of Carmell.