EX-99.2 4 d411625dex992.htm EX-99.2 EX-99.2

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Carmell Therapeutics Merger With Alpha Healthcare Acquisition Corp III (Nasdaq: ALPA) January 3, 2023 Exhibit 99.2


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This presentation (“Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the “Business Combination”) between Alpha Healthcare Acquisition Corp. III (“ALPA”) and Carmell Therapeutics (the “Company”). The information contained herein does not purport to be all-inclusive and none of ALPA and the Company nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. The reader shall not rely upon any statement, representation or warranty made by any other person, firm or corporation in making its investment or decision to invest in the Company. None of ALPA or the Company nor any of their respective affiliates nor any of its or their control persons, officers, directors, employees or representatives, shall be liable to the reader for any information set forth herein or any action taken or not taken by any reader, including any investment in shares of ALPA or the Company. Certain information contained in this Presentation relates to or is based on studies, publications, surveys and the Company's own internal estimates and research. In addition, all of the market data included in this Presentation involves a number of assumptions and limitations, and there can be no guarantee as to the accuracy or reliability of such assumptions. Finally, while the Company believes its internal research is reliable, such research has not been verified by any independent source. This meeting and any information communicated at this meeting (including this Presentation) are strictly confidential and should not be discussed outside your organization. Forward-Looking Statements. Certain statements in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or ALPA’s or the Company’s future financial or operating performance. For example, statements concerning the following include forward-looking statements: the success, cost and timing of product development activities, including timing of initiation, completion and data readouts for clinical trials; the potential attributes and benefits of product candidates, including in comparison to other products on the market for the same or similar indications; ability to compete with other companies currently marketing or engaged in the development of treatments for relevant indications; the size and growth potential of the markets for product candidates and ability to serve those markets; the rate and degree of market acceptance of product candidates, if approved; the potential pricing of product candidates, if approved; the proceeds of the Business Combination and the Company's expected cash runway; and the potential effects of the Business Combination on the Company. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “intend”, “will”, “estimate”, “anticipate”, “believe”, “predict”, “potential” or “continue”, or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by ALPA and its management, and the Company and its management, as the case may be, are inherently uncertain. New risks and uncertainties may emerge from time to time, and it is not possible to predict all risks and uncertainties. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, various factors beyond management's control including general economic conditions and other risks, uncertainties and factors set forth in the section entitled “Risk Factors” and “Cautionary Note Regarding Forward- Looking Statements” in ALPA’s final prospectus relating to its initial public offering, dated September 17, 2020, and other filings with the Securities and Exchange Commission (SEC), as well as factors associated with companies, such as the Company, that are engaged in clinical trials in the biopharma industry, including uncertainty in the timing or results of clinical trials and receipt of regulatory approvals for product candidates, and in the healthcare industry, including the impact of the COVID-19 pandemic; competition in the healthcare industry; inability to recruit or retain a sufficient number of patients or physicians and other employees; changes to federal and state healthcare laws and regulations; changes to reimbursement rates; overall business and economic conditions affecting the healthcare industry, including conditions pertaining to health plans and payors; failure to develop new technology and products, if approved; and security breaches, loss of data or other disruptions. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward- looking statements in this Presentation, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Except as required by law, neither ALPA nor the Company undertakes any duty to update these forward-looking statements. This Presentation contains certain financial forecast information of the Company. Such financial forecast information constitutes forward-looking information and is for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. The assumptions and estimates underlying such financial forecast information are inherently uncertain and are subject to a wide variety of significant business, economic, competitive and other risks and uncertainties. See "Forward-Looking Statements" above. Actual results may differ materially from the results contemplated by the financial forecast information contained in this Presentation, and the inclusion of such information in this Presentation should not be regarded as a representation by any person that the results reflected in such forecasts will be achieved. Additional Information. In connection with the proposed Business Combination, ALPA intends to file with the SEC a registration statement on Form S-4 containing a preliminary proxy statement/prospectus of ALPA, and after the registration statement is declared effective, ALPA will mail a definitive proxy statement/prospectus relating to the proposed Business Combination to its shareholders. This Presentation does not contain all the information that should be considered concerning the proposed Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. ALPA’s shareholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus and the amendments thereto and the definitive proxy statement/prospectus and other documents filed in connection with the proposed Business Combination, as these materials will contain important information about the Company, ALPA and the Business Combination. When available, the definitive proxy statement/prospectus and other relevant materials for the proposed Business Combination will be mailed to shareholders of ALPA as of a record date to be established for voting on the proposed Business Combination. Shareholders will also be able to obtain copies of the preliminary proxy statement/prospectus, the definitive proxy statement/prospectus and other documents filed with the SEC, without charge, once available, at the SEC’s website at www.sec.gov, or by directing a request to: ALPA Healthcare Acquisition Corp, 1177 Avenue of the Americas, 5th Floor New York, New York 10036. Participants in the Solicitation. ALPA, the Company and their respective directors and executive officers may be deemed participants in the solicitation of proxies from ALPA’s shareholders with respect to the proposed Business Combination. A list of the names of ALPA’s directors and executive officers and a description of their interests in ALPA is contained in ALPA’s final prospectus relating to its initial public offering, dated September 18, 2020, which was filed with the SEC and is available free of charge at the SEC’s web site at www.sec.gov, or by directing a request to ALPA Healthcare Acquisition Corp, 1177 Avenue of the Americas, 5th Floor New York, New York 10036. Additional information regarding the interests of the participants in the solicitation of proxies from ALPA’s shareholders with respect to the proposed Business Combination will be contained in the proxy statement/prospectus for the proposed Business Combination when available. No Offer or Solicitation. This communication is for informational purposes only and does not constitute, or form a part of, an offer to sell or the solicitation of an offer to sell or an offer to buy or the solicitation of an offer to buy any securities, and there shall be no sale of securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law. DISCLAIMER


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INVESTMENT HIGHLIGHTS 1. Platform product with multiple therapeutic applications 2. Clinical proof of concept from Phase II trial 3. Fast Track review granted by the US FDA 4. 21 issued patents provide protection until 2031 5. Deeply experienced team with shared experience at Johnson & Johnson 6. Attractive valuation relative to other Phase II biotech companies 7. Numerous valuation inflection points before market launch


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CARMELL’S TECHNOLOGY PLATFORM Medical application: Local application at the site requiring regeneration Controlled degradation over weeks/months Assured quantum of platelets that release regenerative growth factors Benefits to Care Provider: Ready to use No mixing No need for prep at clinical setting No need for training staff in extraction of PRP Potential to delivers all growth factors consistently Potential Clinical impact, designed to: Accelerate the healing of bone Accelerate the healing of soft tissue Reduce infections Bone Healing Accelerant (BHA) applied to bone Tissue Healing Accelerant (THA) applied to soft tissue Bone Healing Accelerant (BHA) ready to use out of container


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PLATFORM TECHNOLOGY USED IN PHASE II TRIAL Mechanism of Action via Cytokines, Chemokines and Adhesive Proteins Biological Pathways for Regenerative Healing Source: Platelets and Infection – An Emerging Role of Platelets in Viral Infection, December 2014, Frontiers in Immunology 5(Suppl 1):649 Biological Pathways for Potential Anti-infective Impact Source: Current Evidence on Using Platelet Rich Plasma as a Therapeutic Modality for Veterinary Orthopedic Conditions, March 2021, World’s Veterinary Journal 11(1):73-78 Platelet-derived Growth Factor Angiogenesis Mitogenesis Macrophage Activation VEGF Angiogenesis Vasculogenesis TGF-β Long-term Healing Bone Regeneration Regulation of Inflammatory Processes EGF Cell Growth Cell Proliferation Cell Differentiation CTGF Promotes Angiogenesis Cartilage Regeneration Fibrosis and Platelet Adhesion ILGF-1 ILGF-2 Chemotactic for Fibroblasts Stimulates Protein Synthesis Enhances Bone Formation


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ALLOGENEIC VS AUTOLOGOUS PRP Extracting Platelets is a Complex, Multi-step Process Resulting in Variable Outcomes Driven by Donor Biology and Process Control Autologous PRP: Individualized Treatment Allogeneic PRP: Universal Treatment What is it? Platelets (via PRP) drawn from individual patient for their own specific use Platelets obtained from a blood bank (via Fresh Frozen Plasma) that can be used for any patient How is collected? Nurse draws blood from patient in the clinic It is processed while the patient waits The collected PRP is then used for therapy No need for capital equipment to process PRP No training required for processing/handling PRP Ready to use product, off-the-shelf Form & Bio-Availability Liquid 24 hours Multiple: putty, paste, screw, plate, sheet, ribbon Controlled degradation up to 3 months Platelet quality Variable, depends on: (i) patient may have low platelet count (ii) low process control Low variability since: Platelets are pooled from healthy volunteers High process control manufacturing process Assured platelet count Regulatory Oversight Healthcare providers using PRP off-label Carmell’s Phase 2 candidate has received FDA Fast Track Review status for open tibia fractures with IM rodding Autologous


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REGENERATIVE HEALING WITH PLATELET-RICH PLASMA (PRP) CARMELL IS FOCUSED ON MULTIPLE THERAPEUTIC AREAS Orthopedic Dental TISSUE APPLICATIONS Hair Loss/Skin Rejuvenation Surgical/Wound Healing BONE APPLICATIONS


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R&D PIPELINE WITH MULTIPLE SHOTS ON GOAL R&D Candidates Indications preclinical Phase 1 Phase 2 Anticipated Milestones Bone Healing Accelerant (BHA) Tibia Fracture Healing (FDA Fast Track granted)       First Patient In HEAL II Q3 2023 Foot/Ankle Fusion       Phase 2 study: First Patient in Q3 2023 Spinal Fusion       Complete preclinical large animal study, interbody cage, Q2 2023 Dental Bone Graft Substitute Complete preclinical large animal study, Q3 2023 Bone Void Filler (EU CE Mark) Submit for CE Mark Q4 2023 Tissue Healing Accelerant (THA) Androgenetic Alopecia (hair loss/baldness)       Complete preclinical large animal study, Q2 2023 Cosmetic skin serum   Surgical/Chronic Wound Healing       Complete preclinical large animal study, Q3 2023 BHA designated as combination product (Plasma-based Bioactive Material & βTCP) regulated as a biologic in the US and is designated as a Class III Medical Device in the EU. THA is a similar formulation to BHA minus the βTCP and is regulated as a biologic in the US. HEAL II is powered to demonstrate superiority vs. standard of care and could potentially serve as one of the two pivotal clinical studies needed for BLA approval in the US. Note: Gradient arrow designates “to be confirmed with regulatory body interaction”. Anticipated Milestones are best estimates by Carmell Management based on current data and are subject to change depending on regulatory guidance, operational factors and clinical progress. In Discussion with Regulators


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RIGOROUS MANUFACTURING PROCESS & IN-HOUSE EXPERTISE Multiple full-scale batches successfully produced (stability 9 month to-date, 24 month expected) Eleven release tests developed and validated to support lot-to-lot consistency ISO 13485 Certified Estimated ~90% Gross Profit Margin Process – maintain donated Platelet enRiched Plasma whole and process for safety without destroying proteins Plasticize – create multiple forms; putty, paste, sheet, screw, ribbon Crosslinking – novel, safe crosslinker that allows for sustained release of regenerative factors throughout the healing process Bioactivity – each lot tested against eleven release tests that guarantee lot-to-lot consistency, including 3 potency assays: bioassay, PDGF & TGF β Off-the-shelf – ready to use no mix, no prep, no patient blood draw


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INTELLECTUAL PROPERTY & MARKETING EXCLUSIVITY Proprietary Products and Processes: 21 Issued Patents 1 12-year BLA Marketing Exclusivity (42 USC 262: Regulation of biological products) 2 Practical Barriers-to-Entry Company know-how and trade secrets related to processing plasma and maintaining bioactivity 3


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DEEPLY EXPERIENCED MANAGEMENT TEAM Extensive Experience at Johnson & Johnson Randy Hubbell President & CEO Former Chief Commercial Officer at Cardiva Medical (acquired by Haemonetics) Worldwide Vice President J&J Biosurgery Worldwide Vice President Global Strategic Marketing, Pain Therapeutics and Cardiology, J&J Executive Director Stent Marketing Cordis, J&J Previously at Boston Scientific and IBM MBA from Loyola University B.A. Engineering from Tulane University Jim Hart Chief Medical Officer Former Chief Medical Officer of Johnson & Johnson Global Surgery Cardiovascular surgeon for 20 years Significant contributions to minimally invasive cardiac surgery MD from Pennsylvania State University College of Medicine Fellowship in cardiothoracic surgery at the Pennsylvania State University MS Hershey Medical Center B.A. from Carnegie Mellon University Janet Vargo VP, Clinical Sciences Former Head of Mentor’s Clinical Program (a Johnson & Johnson Company) Executive Director, Clinical Trial Design for Scientific and Clinical Affairs in the Office of the Chief Medical Officer, J&J Ph.D. in Experimental Psychology (Behavior Neuroscience) from Miami University M.S. in Applied Biopsychology from the University of New Orleans B.S. in Psychology, PSU Donna Godward Chief Quality Officer Former Chief Quality Officer of Medical Devices and Diagnostics at Johnson & Johnson Worldwide Vice President of Regulatory, Quality & Compliance at Cordis, J&J Co-chair of J&J Executive Quality Leadership Development Program Executive Director, Regulatory, Quality & Compliance for Ortho-Clinical Diagnostics, J&J Previously at Merck and BMS M.B.A from Washington University B.A. in Biological Sciences from Indiana University Sebby Borriello Chief Business Officer Former Chief Commercial Officer SK Life Science Former VP of Market Development, Cempra Former Head of Commercial, Mentor (J&J Aesthetic Business) Vice President Account Management at Johnson & Johnson Heath Care Systems Inc. M.S. in Organizational Dynamics from the University of Pennsylvania B.A. in Public Administration from St. John’s University


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MEDICAL & SCIENTIFIC ADVISORY BOARD Aesthetics Medical Advisors Dr. Grant Stevens is the founder and medical director of Marina Plastic Surgery and the Marina Med Spa in Marina Del Rey, California. Dr. Amelia Hausauer is the Director of Dermatology and Minimally Invasive Aesthetics for Aesthetx, a hybrid plastic surgery and dermatology practice located in the heart of Silicon Valley. Dr. Suneel Chilukuri is Director of Cosmetic Surgery, Refresh Dermatology. Dr. Chris Hubbell is Board Certified Skin Expert, founder and medical director of Hubbell Dermatology & Aesthetics. Orthopedic Medical Advisors Dr. Samir Mehta is Chief, Division of Orthopedic Trauma and Assistant Professor of Orthopedic Surgery at the Hospital of the University of Pennsylvania. Dental Implant Advisors James L. Rutkowski D.M.D., PhD. is a Pharmacist, Dentist, and has a PhD. in Pharmacology. Dr. Rutkowski’s PhD dissertation was on the use of autogenous platelet concentrates for the development of de novo bone for use in dental implant procedures. Scientific Advisors Dr. Steve Badylak is Research Professor in the Department of Surgery and Director of Tissue Engineering at the McGowan Institute for Regenerative Medicine at the University of Pittsburgh. Dr. Israel Nur has over four decades of research and development (R&D) in biological experience, with a strong focus in plasma and serum derived product industry, in both the public and private sectors.


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BONE APPLICATIONS


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CARMELL VERSUS STANDARD OF CARE: ORTHOPEDICS Product Standard of Care Current products used Carmell™ benefits Long bone fracture Metal fixation No adjunctive product used to accelerate healing in long bone fractures Human data vs. SOC to support design of Phase 2 study Spine fusion DBM enhancer or DBM replacement Demineralized bone matrix (DBM) DBM has limitations on how well bone grows (i.e., volume and density) and it also has difficult supply chain due to only one human cadaver donor per patient Potential to enhance and extend DBM, use less or no DBM and grow bone faster, stronger and with greater density. Dental Bone Graft Substitute Demineralized bone matrix (DBM) Allograft bone graft substitute/synthetic bone graft substitute to fill socket or defects to promote bone growth over four to nine months BHA has shown in preclinical models to regrow bone faster and higher quality (i.e., density, vascularity, etc.) and a Phase 2 study was conducted to support a larger RTC designed to demonstrate accelerated healing.


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CARMELL VS MARKETED ALTERNATIVES (TIBIA FRACTURES) Carmell® Bone Healing Accelerant Medtronic INFUSE® Bone Graft Platelet Rich Plasma (PRP) Bioventus EXOGEN® Bone Healing System Composition/ Configuration Pooled allogeneic plasma proteins (crosslinked) with β-TCP/glycerol carrier Recombinant BMP-2 on collagen sponge Autologous blood protein solution Non-invasive ultrasound device Indications for Use Open tibia fracture healing Open tibia fracture healing N/A Closed tibia fracture healing Regulatory Pathway BLA PMA No regulatory review PMA How Supplied Off-the-shelf Off-the-shelf OR preparation Patient administered How Administered Direct placement over fracture line Sponge wrapped around fracture line Direct placement over fracture line Externally applied over fracture site Mechanism of Action Hard and soft tissue healing adjuvant Bone healing/osteoinduction Unsubstantiated Ultrasound stimulation Protein Content Multiple proteins - broad activity spectrum Single protein Multiple proteins N/A Protein Concentration Uniform Uniform Variable N/A Protein Dosing Physiological Supraphysiological Physiological N/A Potency Assured Assured Not tested Unknown Protein Release Kinetics Extended Rapid Rapid N/A Clinical Data Phase II RCT Multiple large-scale RCTs (safety and efficacy concerns surround each) No RCTs in this indication Multiple RCTs (concluding no healing benefit) Clinical Complications/ Limitations No study product related adverse events throughout the year long study Ectopic bone formation Swelling/edema formation Osteolysis/rapid bone resorption Antibody formation None observed Skin irritation Patient compliance Product Costs $ $$$$$ $$ $$$$


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PHASE II CLINICAL TRIAL (HEAL I) SUMMARY: TIBIA FRACTURES Study Design Double arm (20 treatment/10 control) Prospective, randomized, multi-center Patient Population Open tibia fractures Highly co-morbid population (e.g., 70% smokers) 70% most severe injuries* with significant soft tissue compromise Test Parameters Carmell: 14 patients Control: 7 patients Mean # of cortices w/ >75% bridging+ 2.64 1.33 Composite* (x-Ray & clinical) 36% 0% 1+ infections at 12 months 25% 100% Healing at 30 days 36% 0% * Gustilo Open Fracture Grade Classification: IIIAHigh Energy -Severe, crushing soft tissue injury or -High degree of contamination or -Moderate-severe bone comminution  IIIBHigh Energy -Severe loss of soft tissue coverage -Typically requiring a soft tissue flap for wound coverage - +/- High degree of contamination - +/- Moderate-severe bone comminution injury type Study Results * % of Pts. mRUST > 13 + Full Weight Bearing + Lack of Tenderness mRUST (Radiology Union Scale for Tibia Fractures 4-16), over 90% of surgeons believe 13 or greater to represent healing + On a standard set of anterior/posterior and lateral tibia x-rays, there are four easily visible cortices. With a fracture, these bone cortices are disrupted and a resulting fracture line free of bone is visible on the X-ray. Bridging refers to the callous traversing the fracture line and is visible for each fortex.


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PHASE II STUDY (HEAL II): FDA Agreed Upon Primary Endpoints Target Open Tibia Fractures with IM Rodding Study Rationale SOC + application of Bone Healing Accelerant vs. SOC alone Key Results and Design Elements Primary endpoints: Same composite endpoint as HEAL I (180-day x-ray + clinical) One-year follow-up Enrollment anticipated for 18 months Secondary endpoints Infection reduction Soft tissue healing Patient-reported outcomes Adaptive design, target of 220 pts at 20-point treatment effect (HEAL I had 36-point effect) Pivotal upgrades from HEAL I 100% increase in upper limit of volume of study material (9g vs 4.5g) Frozen product with 2x higher growth factor count


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FOOT & ANKLE FUSION PROGRAM Clinical Need: Deterioration of cartilage between the bones in the foot and ankle due to age, injury or disease Standard of Care: Fusion surgery – remove the cartilage and fuse the two ends of the bone together utilizing hardware such as pins, screws and/or plates. Depending on severity, patient co-morbidities and the distance between the bones, the “gap” may need to be filled with a “bone void filler” that can be autologous bone (from a separate anatomical site of the patient such as their hip), a low technology solution such as demineralized bone or the use of a biologic (Augment® by Stryker). Status of Carmell Program: FDA has agreed to F/A Fusion similar in healing process as tibia fracture Carmell to submit a “New Protocol Amendment Under Existing IND” Study Design Synopsis for Phase II study utilizing BHA 60 patients (2:1 randomization) 6-month primary endpoint composite endpoint (clinical endpoint plus CT scan) Enrollment estimated to be 6 months Reasons To Believe: BHA Carmell has conducted multiple preclinical studies that support our belief that BHA has the potential to heal wounds and accelerate bone healing of high quality, as measured by density, vascularity, and the presence of woven bone. Augment® (Stryker) has shown some effectiveness on fusion rates but delivers only one growth factor (rPDGF) plus βTCP – whereas, BHA has a multitude of growth factors plus βTCP


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PHASE II CLINICAL TRIAL SUMMARY: FOOT & ANKLE FUSION Study Design (FDA feedback on synopsis Nov 2022) Full protocol under development Prospective, randomized, multi-center Double arm, approx. 60 pts, 2:1 randomization ~10 sites Patient Population (to be finalized) Ankle and/or foot fusion procedures 18 to 65 years Few limits on diabetes (<Hbg A1c level ≥ 8%) , obesity (<40 kg/m2) and smokers allowed. Objective To evaluate the preliminary safety and efficacy of BHA compared to ABG in the treatment of patients undergoing hindfoot or ankle arthrodesis and who require supplementary grafting. Duration 12 months Primary Success To evaluate the ability of BHA to create a successful fusion in patients undergoing hindfoot or ankle arthrodesis and who require supplementary grafting at 24 weeks. Primary Endpoint Percentage of patients deemed fused receiving BHA or control that meet the criteria for fusion at 24 weeks. Key Secondary Endpoint Pain (vs. baseline & improvement of > 20mm on 100mm scale) Improvement in PRO scores to include: Foot and Ankle Ability Measure- Activities of Daily Living Subscale Proportion of primary surgical site incisions healed at 24 days Key Safety Endpoint Incidence of any surgical site infection up to 24 weeks and up to 52 weeks Similarities b/w Tibia and F/A Fusion Proposed Study Design BHA Mechanism of Action Tibial Fracture Foot/Ankle Arthrodesis Bleeding bone environment Yes Yes Cellular Healing Cascade Yes Yes Intrinsic to stability of bone No No Stabilized using hardware Yes Yes Fill voids & gaps between bones Yes Yes Bone Healing Accelerant (BHA) versus Autologous Bone Grafting (ABG) for Hindfoot or Ankle Arthrodesis


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US/EU REGULATORY PATHWAY US (BLA/CBER) – Combination Product Current Status: FDA clearance of HEAL II trial CMC plan agreement with FDA Clinical protocol approved EU Class III Medical Device Current Status: Clinical Trial Applications underway MDR application for CE mark in development ISO 13485 audit successfully completed


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SOFT TISSUE APPLICATIONS


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CARMELL VERSUS STANDARD OF CARE: SOFT TISSUE Need Standard of Care (SOC) Current products used Potential Carmell™ benefits Androgenetic Alopecia Topical Minoxidil Autologous Platelet Rich Plasma is growing in usage with some encouraging, but mixed results due to significant variability in the final product THA expected to be more consistent in terms of biomaterials, is available off-the-shelf and has presence at the clinical site for an extended period of time Facial Rejuvenation Facial Fillers (Hyaluronic Acid – HA) HA based products that are injected as an artificial facial filler to reduce wrinkles or, emerging SOC, PRP/micro-needling a natural face filler by stimulating collagen growth Natural facial filler by utilizing combination therapy of micro-needling plus THA, off-the-shelf, ready-to-use with consistent bioactivity. Wound Care Low technology products or very expensive allograft technologies SOC is to treat with low technology wound care products that protect the wound environment and control moisture or expensive allografts (amnio, placenta, etc). Carmell technology to potentially enhance current solution on both ends of the cost structure by providing regenerative factors to the healing site Burn graft healing Staple or sutures No adjunctive produce used to improve graft take or reduce infections Potential to promote angiogenesis, greater % of graft take and may reduce infections.


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HAIR GROWTH OBSERVED IN ANDROGENETIC ALOPECIA PLACEBO CONTROLLED TRIAL The Effect of Platelet-Rich Plasma in Hair Regrowth: A Randomized Placebo-Controlled Trial. Stem Cells Transl Med. 2015 Nov; 4(11): 1317–1323. Dr. Pietro Gentile 20 patients: 10 received placebo 10 received autologous PRP once a month for 3 months Change after 14 weeks of last dose: Placebo PRP Treated Hair count -3.5% 37.5% Hair density (no/cm2) 2.3% 28.5% Terminal hair density (no/cm2) -3.6% 26.9%


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TISSUE HEALING OBSERVED IN MOUSE RADIATION BURN MODEL Study Purpose Investigate efficacy of THA using a mouse radiation burn model Study conducted in Laboratory of Dr. Naduparambil Jacob, Ph.D. at Ohio State University Miller, E., et.al., (2019). "Plasma-based biomaterials for the treatment of cutaneous radiation injury.” Wound Repair and Regeneration 27(2): 139-149. Vehicle Alone THA + Vehicle 1 2 1 2 3 weeks post IR 6 weeks post IR 12 weeks post IR 17 weeks post IR Design Mouse skin was irradiated with a single dose of 35Gy  Wound treated topically once daily for 5 weeks and followed 17 weeks (n=22) Aquaphor vehicle alone  THA + vehicle Vehicle THA 100 80 60 40 20 0 % Maximum Wound Area 3 13 15 17 Weeks post IR


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ANTI-INFECTIVE EFFECT OBSERVED IN RAT PACEMAKER MODEL Study Purpose Demonstrate the ability of THA with and without antibiotics to reduce infection in rabbit pacemaker model Design Pacemakers and THA paste with and without rifampicin/minocycline hydrochloride were implanted into a subcutaneous pocket on either side of rabbit spine for 1 week (n=5, 7, 17, depending on group); Pockets were infected with MRSA Results No pockets with THA alone were purulent (0/5) whereas the positive control were 100% purulent (17/17) Pockets with THA and antibiotics were both purulence free (0/7) and culture negative (0/7) Conclusion THA has potential to decrease implant site infection § Purulence in control pocket * No purulence in pacemaker pocket with THA + antibiotics THA + Antibiotics (MRSA) + Control (MRSA) Schwartzman, D., et.al., (2015). "An off-the-shelf plasma-based material to prevent pacemaker pocket infection." Biomaterials 60: 1-8. * denotes statistically different (p<0.05) from + Control (MRSA) # denotes statistically different (p<0.001) from + Control (MRSA) -ve Control +ve Control (MRSA) THA only (MRSA) THA + Antibiotics (MRSA) Purulence 0/5 17/17 0/5 # 0/7 # Culture Positive 0/5 17/17 3/5 * 0/7 #


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INCREASED VASCULARIZATION OBSERVED IN RAT SKIN FLAP MODEL Study conducted by Stephen Badylak, D.V.M., Ph.D., M.D. at Univ. of Pittsburgh Point of Attachment Proximal Distal Head Control Distal Vascular regeneration THA Proximal THA-G Control THA THA-G * ** * *Significance to Control *p<0.05 *p<0.001 Ctrl: Untreated THA: Plasma-based, no Genipin THA-G: THA crosslinked with Genipin


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TRANSACTION OVERVIEW


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TRANSACTION SUMMARY Transaction Structure Carmell pre-money valuation of $150M ALPA founder linking 50% of Class B Founder Shares to achievement of $11.50 price target for at least 20 days out of any 30 days over next 5 years Capitalization & Use of Proceeds Market capitalization of ~$328M Proceeds used to advance R&D pipeline and repay debt Transaction Timeline Definitive Business Combination announced in January, 2023 Transaction expected to close in mid-2023 Post-Closing Post-closing, the Company will be renamed Carmell Therapeutics Randy Hubbell will serve as CEO. Remaining Executive Management team will continue in their roles. Rajiv Shukla will serve as Chairman.


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TRANSACTION TERMS Sources1, $M Sources, $M Carmell Equity Rollover $150 ALPA Trust $154 Total Sources $304 Uses1, $M Sources, $M Carmell Equity Rollover $150 Cash to Balance Sheet $144 Transaction Expenses $10 Total Sources $304 Enterprise Value1, $M Sources, $M Shares 32.839 Share price $10 Equity Value $328.39 Net Cash2 $140 Enterprise Value $188.39 Pro forma analysis assumes $10.00 price and no redemptions from Trust. 50% of Class B Founder Shares linked to achievement of $11.50 price target. Assuming $4M of debt at closing. Carmell holders Class A holders Class B holders