Strategy | Financing Highlight
Private Placement / Financing Transactions
Cardurion Pharma: The company raised $300 million through  Series A venture funding from Takeda Pharmaceutical Company, Bain Capital Life Sciences and Bain Capital on July 12, 2023, putting the company’s pre-money valuation at $210 million. Polaris Partners also participated in the round. The company is a developer of cardiovascular therapeutics intended to treat cardiovascular diseases. Ellipses Pharma: The company raised GBP 109 million of venture funding from West Coast Capital, Mohamed bin Zayed and Steve Morgan on July 11, 2023, putting the company’s pre-money valuation at GBP 86.3 million. The company is a developer of cancer medicines and treatments designed for unmet clinical needs. MapLight: The company raised $50 million of venture funding from undisclosed investors on July 19, 2023. The company is an operator of a biopharmaceutical business intended to discover novel treatments for brain disorders. Venatorx Pharmaceuticals: The company raised $35 million of venture funding from undisclosed investors on July 13, 2023. The company is a developer of antibacterial and antiviral drugs designed to treat multi-drug-resistant bacterial infections. OrganOx: The company received GBP 25 million of development capital from Lauxera Capital Partners and other investors on July 17, 2023. The company is a developer of organ preservation and transplantation devices designed to minimize liver decay. Allotex: The company raised $30 million of Series B venture funding in a deal led by KCK MedTech on July 11, 2023. Exor, Panakes Partners and Supernova Invest also participated in the round. The company is an operator of an ophthalmic biologics and device business intended for the treatment of presbyopia, hyperopia and myopia. VenoStent: The company raised $16.1 million in Series A venture funding from Good Growth Capital on July 19, 2023, putting the company’s pre-money valuation at $30 million. The company is a developer of a biomedical engineering technology designed to improve the quality and length of life for dialysis patients. Actimed Therapeutics: The company closed on GBP 10 million of an undisclosed targeted amount of Series B venture funding on July 13, 2023. The company is an operator of a biopharmaceutical platform intended to advance the treatment of cachexia and other muscle-wasting disorders. CoapTech: The company raised $12.3 million of venture funding from Good Growth Capital on July 11, 2023. The company is a developer of invasive surgical devices designed to offer point-of-care ultrasound procedures in hollow organs. EIP Pharma: The company raised $11.9 million of venture funding from undisclosed investors on July 20, 2023. The company is a developer of central nervous system-focused drugs designed to offer treatment for Alzheimer’s disease. EchoNous: The company received $7 million of development capital from undisclosed investors on July 11, 2023. The company is a developer of AI-guided ultrasound systems and software intended to solve problems in healthcare. AssayQuant: The company raised $5.1 million convertible debt funding from undisclosed investors on July 10, 2023. The company is a developer of a Sox-based sensor platform designed to quantitatively measure the activity of protein kinases and phosphatases. NFlection Therapeutics: The company raised $4 million of venture funding from undisclosed investors on July 20, 2023. The company is a developer of novel therapies designed to cure rare disorders driven by aberrant activation of the RAS pathway. Kyra Medical: The company raised $4 million of venture funding from undisclosed investors on July 14, 2023. The company is a developer of medical devices intended for surgical positioning for gynecology, laparoscopy, and urology procedures. Somatix: The company raised $3 million of venture funding in the form of convertible debt from undisclosed investors on July 11, 2023. The company is a developer of a remote patient monitoring platform designed for real-time health intervention. M&A Transactions
Polyplus-transfection / Sartorius: Polyplus-transfection was acquired by Sartorius for EUR 2.4 billion on July 18, 2023. The company is a developer of gene and cell therapy technologies for the delivery of nucleic acids in research, bio-production and therapeutics. DTx Pharma / Novartis: DTx Pharma was acquired by Novartis for $1 billion on July 17, 2023. The company is a developer of RNA-based therapeutics designed to aid in personalized treatment across multiple therapeutic areas. Carmell Therapeutics / Alpha Healthcare Acquisition Corp III: Carmell Therapeutics acquired Alpha Healthcare Acquisition Corp III through a reverse merger for $328 million, resulting in the combined entity trading on the NASDAQ stock exchange under the ticker symbols CTCX and CTCXW on July 14, 2023. Carmell Therapeutics Corp is a regenerative medicine biotech company focused on leveraging its core platform technology, Plasma-based Bioactive Material, to stimulate tissue repair or growth after injury, disease or aging. Neoleukin Therapeutics / Neurogene: Neoleukin Therapeutics reached a definitive agreement to be acquired by Neurogene through a reverse merger, resulting in the combined entity trading on the Nasdaq Capital Market under the ticker symbol NGNE on July 20, 2023. Neoleukin Therapeutics Inc is a developer of genetic medicines intended to improve patient outcomes for neurological disorders. Novan / Ligand Pharmaceuticals: Novan reached a definitive agreement to be acquired by Ligand Pharmaceuticals for $15 million on July 17, 2023. Novan Inc is a dermatology company focused on developing and commercializing therapeutic products for skin diseases. Spindle Biotech / Applied DNA Sciences: Spindle Biotech was acquired by Applied DNA Sciences for $2.2 million on July 13, 2023. Spindle Biotech is a developer of synthetic RNA intended for high throughput RNP-based CRISPR or RNA screening. Frequency Therapeutics / Korro Bio: Frequency Therapeutics Inc reached a definitive agreement to be acquired by Korro Bio through a reverse merger, resulting in the combined entity trading on the Nasdaq Stock Exchange under the ticker symbol KRRO on July 14, 2023. Frequency Therapeutics Inc is a clinical-stage biotechnology company focused on harnessing the body’s innate biology to repair or reverse damage caused by degenerative diseases. Liminal Biosciences / Thomvest Ventures: Liminal Biosciences Inc entered into a definitive agreement to be acquired by Thomvest Ventures through a public-to-private LBO on July 12, 2023 for an undisclosed amount. Liminal Biosciences Inc is a clinical stage biopharmaceutical company focused on developing distinctive novel small molecule therapeutics for inflammatory, fibrotic, and metabolic diseases. Pardes Biosciences / MediPacific: Pardes Biosciences reached a definitive agreement to be acquired by MediPacific for an undisclosed amount on July 17, 2023. Pardes Biosciences Inc is a clinical-stage biopharmaceutical company focused on discovering, developing and commercializing novel oral-antiviral therapeutics to improve the lives of patients suffering from life-threatening disease. Sanofi / STADA Arzneimittel: STADA Arzneimittel, via its financial sponsors Cinven, Bain Capital and CPP Investments, entered into a definitive agreement to acquire the healthcare brands portfolio of Sanofi, through an LBO on July 12, 2023 for an undisclosed amount. Sanofi is an operator of consumer healthcare brands across several countries, including Belgium, Germany, Hungary, Spain and the UK, as well as Nordic countries. Source: Pitchbook Data, Inc.

Healthcare Private Placement and M&A Transactions Review Week Ending July 23, 2023

15
Today at 08:03 am
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 9, 2023
ALPHA HEALTHCARE ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
Delaware
incorporation or organization)
New York, New York
(Zip Code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):
☒
☐
☐
☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
on which registered
Units, each consisting of one share of Class ACommon Stock, $0.0001 par value, and one-fourthof a redeemable Warrant to acquire one share of Class A Common Stock
ALPAU
Class A Common Stock, par value $0.0001 per share
ALPA
The NASDAQ Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
ALPAW
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-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter). ☐  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. Item 1.01. Forward Purchase Agreement
As previously disclosed Alpha Healthcare Acquisition Corp. III ("Alpha"), a Delaware corporation, Carmell Therapeutics Corporation, a Delaware corporation ("Target"), and Candy Merger Sub, Inc., a Delaware corporation ("Merger Sub") entered into a Business Combination Agreement dated January 4, 2023 (the "Merger Agreement") in connection with its proposed business combination (the "Business Combination") pursuant to which Target will become a wholly-owned subsidiary of Alpha and Alpha will be renamed Carmell Therapeutics Corporation (the "Combined Company"). On July 9, 2023, Alpha and each of Meteora Special Opportunity Fund I, LP ("MSOF"), Meteora Capital Partners, LP ("MCP") and Meteora Select Trading Opportunities Master, LP ("MSTO") (with MCP, MSOF, and MSTO collectively as "Seller") entered into a forward purchase agreement (the "Forward Purchase Agreement")for an OTC Equity Prepaid Forward Transaction. The primary purpose of entering into the Forward Purchase Agreement is to help ensure the Business Combination will be consummated. For purposes of the Forward Purchase Agreement, Alpha and the Combined Company are referred to as the "Counterparty" prior to and after the Business Combination, respectively. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed in the Forward Purchase Agreement. Pursuant to the terms of the Forward Purchase Agreement, the Sellers may purchase up to a number of shares of Class A common stock, par value $0.0001 per share, of Alpha ("Alpha Common Stock") in the aggregate before the closing of the Business Combination (the "Closing") (and such shares purchased prior to the Closing, "Recycled Shares") equal to 9.5% of the total number of outstanding shares ("Shares") of Alpha Common Stock as of the Closing (the "Number of Shares"), with the remaining Number of Shares to be purchased from the Combined Company at a price equal to the redemption price at which holders of Alpha Common Stock are permitted to redeem their shares in connection with the Business Combination pursuant to Section 9.2(a) of Alpha's Second Amended and Restated Certificate of Incorporation (the "Charter") (such price, the "Initial Price"). The Forward Purchase Agreement provides that the Sellers will be paid directly an aggregate cash amount (the "Prepayment Amount") equal to (x) the product of (i) the Number of Shares as set forth in the Pricing Date Notice (as defined in the Forward Purchase Agreements) and (ii) the Initial Price. Counterparty will pay the Prepayment Amount directly from the Counterparty's Trust Account maintained by Continental Stock Transfer and Trust Company holding the net proceeds of the sale of the units in Counterparty's initial public offering and the sale of private placement units (the "Trust Account") no later than the earlier of (a) one business day after the Closing Date and (b) the date any assets from the Trust Account are disbursed in connection with the Business Combination. The settlement date will be the earliest to occur of (a) the first anniversary of the Closing Date, (b) after the occurrence of (x) a Delisting Event or (y) a Registration Failure, upon the date specified by Seller in a written notice delivered to Counterparty at Seller's discretion (which settlement date shall not be earlier than the date of such notice). The transaction will be settled via physical settlement. Any Shares not sold in accordance with the early termination provisions described below will incur a $0.50 per share termination fee payable by the Combined Company to the Seller at settlement. From time to time and on any date following the Business Combination (any such date, an "OET Date") and subject to the terms and conditions below, Seller may, in its absolute discretion, and so long as the daily volume-weighted average price ("VWAP Price") of the Shares is equal to or exceeds the Reset Price, terminate the transaction in whole or in part by providing written notice (an "OET Notice") in accordance with the terms of the Forward Purchase Agreement. The effect of an OET Notice given shall be to reduce the Number of Shares by the number of Terminated Shares specified in such OET Notice with effect as of the related OET Date. As of each OET Date, Counterparty shall be entitled to an amount from Seller, and the Seller shall pay to Counterparty an amount, equal to the product of (x) the number of Terminated Shares multiplied by (y) the Initial Price in respect of such OET Date (an "Early Termination Obligation"). The Reset Price shall initially be $11.50 and subject to a $11.50 floor (the "Reset Price Floor"). The Reset Price shall be adjusted on the first scheduled trading day of every week commencing with the first week following the seventh day after the closing of the Business Combination to be the lowest of (a) the then-current Reset Price, and (b) the VWAP Price of the shares of the Counterparty's common stock of the prior week; provided that the Reset Price shall be no lower than $11.50. Seller has agreed to waive any redemption rights with respect to any Recycled Shares in connection with the Business Combination, as well as any redemption rights under the Charter that would require redemption by Alpha of the Shares. Such waiver may reduce the number of Shares redeemed in connection with the Business Combination, and such reduction could alter the perception of the potential strength of the Business Combination. The Forward Purchase Agreement has been structured, and all activity in connection with such agreement has been undertaken, to comply with the requirements of all tender offer regulations applicable to the Business Combination, including Rule 14e-5 underthe Securities Exchange Act of 1934. The foregoing summary of the Forward Purchase Agreement is qualified in its entirety by reference to the text of the Forward Purchase Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. Non-RedemptionAgreement
Also on July 9, 2023, in connection with the foregoing, the Seller entered into a Non-RedemptionAgreement with Alpha pursuant to which the Seller agreed not to exercise redemption rights under the Charter with respect to an aggregate of 100,000 Shares. The foregoing summary of the Non-RedemptionAgreement is qualified in its entirety by reference to the text of the Forward Purchase Agreement, which is filed as Exhibit 10.2 hereto and is incorporated herein by reference. Item 9.01.

Alpha Healthcare Acquisition III : Material Agreement - Form 8-K

Carmell Therapeutics Merger With Alpha Healthcare Acquisition Corp III (Nasdaq: ALPA) July 6, 2023 - Form 8-K

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S-4/A – ALPHA HEALTHCARE ACQUISITION CORP III (0001842939) (Filer)

10/11/2022 | 04:12pm EDT
Message :
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 11, 2022
ALPHA HEALTHCARE ACQUISITION CORP. III
(Exact name of registrant as specified in its charter)
Delaware
incorporation or organization)
New York, New York
(Zip Code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation to the registrant under any of the following provisions:
☐
☐
☐
☐
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
on which registered
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-fourthof a redeemable Warrant to acquire one share of Class A common stock
ALPAU
Class A Common Stock, par value $0.0001 per share
ALPA
The NASDAQ Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
ALPAW
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-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter). ☐  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. Item 4.01. (a) Dismissal of Independent Registered Public Accounting Firm
Since January 2021, Marcum LLP ("Marcum"), has been the independent accounting firm of Alpha Healthcare Acquisition Corp. III (the "Company"). On October 4, 2022, the Board of Directors of the Company approved the dismissal of Marcum as the Company's independent registered public accounting firm. During the fiscal years ended December 31, 2021, and any subsequent interim period through the date of this report, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-Kbetween the Company and Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure and there are no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-Kand the related instructions). The Company has provided Marcum with a copy of the disclosures in this report prior to filing with the Securities and Exchange Commission (the "SEC"). (b) Engagement of Independent Registered Public Accounting Firm
On October 4, 2022, the Company engaged Adeptus Partners, LLC ("Adeptus") as the Company's independent accountant to audit the Company's consolidated financial statements and to perform reviews of interim financial statements. During the fiscal year ended December 31, 2021, and then through October 4, 2022, neither the Company nor a anyone acting on its behalf consulted with Adeptus regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of the Company, or the type of audit opinion that might be rendered by Adeptus on the Company's consolidated financial statements; or (ii) any matter that was either subject of a disagreement with Marcum or a reportable event with respect to Marcum. SIGNATURE
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. Dated: October 11, 2022

Alpha Healthcare Acquisition III : Change in Certifying Accountants - Form 8-K

Constellation Alpha Capital

Pfizer

The Boston Consulting Group

Funding Date

Pre-Money Valuation

Post-Money Valuation

Amount Raised

Shares Authorized

Issuance Price

Dividend Rate

Liquidation Preferences

Liquidation Price

Participation

Conversion Price

Anti Dilution

General Voting

Board Voting

Par Value

Alpha Healthcare Acquisition Corporation III is a blank check company, also commonly referred to as a Special Purpose Acquisition Company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses or entities.

Alpha Healthcare Acquisition Corporation III

Public

Name	Work History	Title	Status
Rajiv S. Shukla	Constellation Alpha Capital, Pfizer, and The Boston Consulting Group	Chief Executive Officer	Current
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Name	Rajiv S. Shukla	Subscribe to see more
Work History	Constellation Alpha Capital, Pfizer, and The Boston Consulting Group	Subscribe to see more
Title	Chief Executive Officer	Subscribe to see more
Status	Current	Subscribe to see more

Wells Fargo Success Story

Professional Services

Platform Overview

Alpha Healthcare Acquisition Corporation III

Executives

Alpha Healthcare Acquisition Corporation III Management Team

2 Team Members