Celularity Inc. Files 8-K for Material Agreement and Equity Sales

TL;DR

Celularity Inc. filed an 8-K on Nov 25, 2024, detailing a new material agreement and equity sales.

AI Summary

On November 25, 2024, Celularity Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on the unregistered sales of equity securities. This filing follows the company's previous name change from GX Acquisition Corp. on September 12, 2018.

Why It Matters

This 8-K filing indicates significant financial activity and potential changes in Celularity Inc.'s capital structure, which could impact investors.

Risk Assessment

Risk Level: medium — The filing details material definitive agreements and unregistered sales of equity, which can introduce financial obligations and dilution risks.

Key Players & Entities

• Celularity Inc. (company) — Registrant
• GX Acquisition Corp. (company) — Former Company Name
• November 25, 2024 (date) — Date of earliest event reported
• September 12, 2018 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share CELU The Nasdaq
• $11.50 — A Common Stock at an exercise price of $11.50 per share CELUW The Nasdaq Stock Ma
• $1,000,000 — gate original principal amount of up to $1,000,000. As of the date of this Current Report,
• $500,000 — ent Report, the Company issued and sold $500,000 Notes and Warrants pursuant to the Purc
• $2.85 — ck"), at a price per share equal to (i) $2.85 (adjusted for stock splits, reverse sto
• $2,500,000 — cing transaction with gross proceeds of $2,500,000 or more (a "Subsequent Financing"), sub
• $1.00 — inancing"), subject to a floor price of $1.00 per share. The Notes include customary
• $25,000 — roceeds, and an initial retainer fee of $25,000, and a reimbursement of legal expenses
• $75,000 — a reimbursement of legal expenses up to $75,000. In addition, the Company agreed to iss

Filing Documents

• form8-k.htm (8-K) — 51KB
• ex10-1.htm (EX-10.1) — 225KB
• ex10-2.htm (EX-10.2) — 130KB
• ex10-3.htm (EX-10.3) — 84KB
• ex10-4.htm (EX-10.4) — 75KB
• 0001493152-24-048330.txt ( ) — 893KB
• celu-20241125.xsd (EX-101.SCH) — 4KB
• celu-20241125_def.xml (EX-101.DEF) — 29KB
• celu-20241125_lab.xml (EX-101.LAB) — 36KB
• celu-20241125_pre.xml (EX-101.PRE) — 27KB
• form8-k_htm.xml (XML) — 6KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement . On November 25, 2024, Celularity Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with an accredited investor pursuant to which the Company agreed to sell and issue to the investor and other purchasers in a private placement transaction (the "Purchasers"), in one or more closings, unsecured senior convertible notes (the "Notes") and warrants (the "Purchaser Warrants") for an aggregate original principal amount of up to $1,000,000. As of the date of this Current Report, the Company issued and sold $500,000 Notes and Warrants pursuant to the Purchase Agreement. The Notes bear interest at an annual rate of 8% (increasing to 10% in the event of default as defined in the Purchase Agreement) and have a maturity date of one year from the date of issuance. Upon an event of default, the Notes are convertible at the Purchasers' option into shares of the Company's Class A common stock, par value $0.0001 per share (the "Common Stock"), at a price per share equal to (i) $2.85 (adjusted for stock splits, reverse stock splits, stock dividends, or similar transactions); or (ii) the offering price of a subsequent financing transaction with gross proceeds of $2,500,000 or more (a "Subsequent Financing"), subject to a floor price of $1.00 per share. The Notes include customary negative covenants restricting the Company's ability to incur other indebtedness other than as permitted, pay dividends to stockholders, grant or suffer to exist a security interest in any of the Company's assets, other than as permitted, amongst others. In addition, the Notes include customary events of default. The Purchaser Warrants entitle the Purchasers to purchase shares of Common Stock equal to each Purchaser's subscription amount divided by the exercise price of $2.85 per share. The exercise price, and the number of shares of Common Stock issuable under the Purchaser Warrants, are subject to a one-time

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits: 10.1 Securities Purchase Agreement dated as of November 25, 2024, by and between Celularity Inc. and the investor parties thereto. 10.2 Form of Unsecured Bridge Note. 10.3 Form of Purchaser Warrant. 10.4 Form of Placement Agent Warrant. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES 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. CELULARITY INC. Date: December 2, 2024 By: /s/ Robert J. Hariri Robert J. Hariri, M.D., Ph.D. Chairman and CEO

View Full Filing

View this 8-K filing on SEC EDGAR