ALPAU Alpha Healthcare Acquisition Corporation III

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

Carmell Corporation

(Name of Issuer)

 

Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

142922103

(CUSIP Number)

 

December 31, 2023

(Date of Event which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨ Rule 13d-1(b)

 

x Rule 13d-1(c)

 

¨ Rule 13d-1(d)

 

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 142922103

SCHEDULE 13G

Page 2 of 8 Pages

 

1		NAME OF REPORTING PERSON Newlin Investment Company 1, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Florida

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5		SOLE VOTING POWER 0
		6		SHARED VOTING POWER 1,249,062
		7		SOLE DISPOSITIVE POWER 0
		8		SHARED DISPOSITIVE POWER 1,249,062

 

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,249,062
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (1) 5.4%
12		TYPE OF REPORTING PERSON OO

 

(1) This percentage is calculated based upon 23,081,642 shares reported as outstanding as of November 14, 2023, in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on November 15, 2023, by Carmell Corporation (“Issuer”).

 

 

CUSIP No. 142922103

Page 3 of 8 Pages

 

1		NAME OF REPORTING PERSON William R. Newlin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION United States of America

 

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5		SOLE VOTING POWER 0
		6		SHARED VOTING POWER 1,249,062
		7		SOLE DISPOSITIVE POWER 0
		8		SHARED DISPOSITIVE POWER 1,249,062

 

9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,249,062(1)
10		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ¨
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 (2) 5.4%
12		TYPE OF REPORTING PERSON IN

  

(1) This percentage is calculated based upon 23,081,642 shares reported as outstanding as of November 14, 2023, in the Quarterly Report on Form 10-Q filed with the SEC on November 15, 2023, by Issuer.

 

 

CUSIP No. 142922103

Page 4 of 8 Pages

 

ORIGINAL REPORT ON SCHEDULE 13G

Item 1.

 

	(a)	Name of Issuer: Carmell Corporation
	(b)	Address of Issuer’s Principal Executive Offices: 2403 Sidney Street, Suite 300, Pittsburgh, Pennsylvania 15203

 

Item 2.

 

(a) Name of Person Filing:

 

Newlin Investment Company 1, LLC (“NLLC)

 

William R. Newlin (“Mr. Newlin”)

 

NLLC and Mr. Newlin are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The filing of this statement should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the securities reported herein.

 

(b) Address of Principal Business Office or if None, Residence:

 

The address of each of the Reporting Persons is 428 Beaver Street, Sewickley, Pennsylvania 15143.

 

(c) Citizenship:

 

NLLC is a limited liability company organized under the laws of the State of Florida. Mr. Newlin is a citizen of the United States.

 

(d) Title and Class of Securities: Common Stock, $0.001 par value per share

 

(e) CUSIP Number: 142922103

 

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

	(a)	¨	Broker or dealer registered under Section 15 of the Act;
	(b)	¨	Bank as defined in Section 3(a)(6) of the Act;
	(c)	¨	Insurance company as defined in Section 3(a)(19) of the Act;
	(d)	¨	Investment company registered under Section 8 of the Investment Company Act of 1940;
	(e)	¨	An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
	(f)	¨	An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
	(g)	¨	A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
	(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940;
	(j)	¨	A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J);
	(k)	¨	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the type of institution: ____

 

 

CUSIP No. 142922103

Page 5 of 8 Pages

 

Item 4. Ownership.

 

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a) Amount Beneficially Owned:

 

NLLC – 1,249,062

Mr. Newlin – 1,249,062

 

(b) Percent of Class:

 

NLLC – 5.4%*

Mr. Newlin – 5.4%*

 

(c) Number of shares as to which NLLC has:

 

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 1,249,062

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 1,249,062

 

Number of shares as to which Mr. Newlin has:

 

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to vote or to direct the vote: 1,249,062

(iii) Sole power to dispose or to direct the disposition of: 0

(iv) Shared power to dispose or to direct the disposition of: 1,249,062

 

*Shares reported herein are held by NLLC. Mr. Newlin serves as the Chairman of NLLC.

 

By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), Mr. Newlin may be deemed to beneficially own the shares directly owned by NLLC.

 

The percentages herein are calculated based upon 23,081,642 shares reported as outstanding as of November 14, 2023, in the Quarterly Report on Form 10-Q filed with the SEC on November 15, 2023, by Issuer.

 

Item 5. Ownership of Five Percent or Less of a Class

 

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person

 

Not applicable.

 

Item 7. Identification and Classification of the subsidiary which acquired the security being reported on by the Parent Holding Company

 

Not applicable.

 

Item 8. Identification and Classification of Members of the Group

 

Not applicable.

 

 

CUSIP No. 142922103

Page 6 of 8 Pages

 

Item 9. Notice of Dissolution of Group

 

Not applicable.

 

Item 10. Certification

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.

 

 

CUSIP No. 142922103

Page 7 of 8 Pages

 

EXHIBIT INDEX

 

Ex.		Page No.
99.1	Joint Filing Agreement	1
99.2	Power of Attorney	1

 

 

CUSIP No. 142922103

Page 8 of 8 Pages

 

SIGNATURES

 

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

 

Date: February 6, 2024

 

	NEWLIN INVESTMENT COMPANY 1, LLC
	By:	/s/ William R. Newlin
	William R. Newlin
	As attorney-in-fact for Newlin Investment Company 1, LLC
	WILLIAM R. NEWLIN
	/s/ William R. Newlin

 

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, Provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties for whom copies are to be sent.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

Exhibit 99.1

 

CUSIP No. 142922103

Page 1 of 1 Page

  

JOINT FILING AGREEMENT

 

The undersigned, the Reporting Persons named in Schedule 13G, hereby agree that this Schedule 13G is filed on behalf of them and that each Reporting Person is responsible for the timely filing of any other amendments to the Schedule 13G. Each Reporting Person further agrees that each of them is responsible for the completeness and accuracy of the information concerning such Reporting Person, respectively, contained in this Schedule 13G and that each of them is not responsible for the completeness or accuracy of the information concerning the other Reporting Person, unless the Reporting Person knows or has reason to believe that such information is inaccurate with respect to the other Reporting Person.

 

Date: February 6, 2024

 

	NEWLIN INVESTMENT COMPANY 1, LLC
	By:	/s/ William R. Newlin
	William R. Newlin
	Chairman of Newlin Investment Company 1, LLC
	WILLIAM R. NEWLIN
	/s/ William R. Newlin

 

 

Exhibit 99.2

 

CUSIP No. 142922103

Page 1 of 1 Page

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS NEWLIN INVESTMENT COMPANY 1, LLC (“NLLC”) does hereby make, constitute and appoint William R. Newlin its true and lawful attorney, to execute and deliver in its name and on its behalf whether NLLC acting individually or as representative of others, any and all filings required to be made by NLLC under the Securities Exchange Act of 1934, (as amended, the “Act”), with respect to securities which may be deemed to be beneficially owned by NLLC under the Act, giving and granting unto said attorney-in-fact power and authority to act in the premises as fully and to all intents and purposes as NLLC might or could do if personally present by its authorized signatory, hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

 

THIS POWER OF ATTORNEY shall remain in full force and effect until revoked by written instrument. NLLC has the unrestricted right unilaterally to revoke this Power of Attorney.

 

IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of

February 6, 2024.

 

NEWLIN INVESTMENT COMPANY 1, LLC
By:	/s/ William R. Newlin
Name:	William R. Newlin
Title:	Chairman of Newlin Investment Company 1, LLC

 

 

 

 

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