--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-23-009338" form_type: "8-K" ticker: "CELU" cik: "0001752828" company_name: "Celularity Inc" filed_at: "2023-03-23T23:59:59+00:00" generated_at: "2026-06-17T18:54:24.938032+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Celularity raises ~$14M via PIPE and bridge loan; secures sublicense of assets ## Summary - Private placement of 9.38M shares and warrants at $0.8343/sh + $0.125/warrant for ~$9M; CEO invested $2M. - Senior secured bridge loan of $5M from C.V. Starr at 12% interest, matures March 2025, warrants for 750K shares at $0.71. - Executed binding term sheet for sublicense of assets; paid $3M cash and $1M in stock (1.69M shares). - Proceeds to be used for working capital and general corporate purposes. - Registration rights agreement requires filing within 30 days of 2022 10-K; effectiveness target by June 30, 2023. ## SEC filing metadata - accession: 0000950170-23-009338 - form_type: 8-K - ticker: CELU - cik: 0001752828 - company_name: Celularity Inc - filed_at: 2023-03-23T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 2.03, 3.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1752828/000095017023009338/0000950170-23-009338-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1752828/000095017023009338/celu-20230317.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-23-009338 - JSON: https://secwatch.observer/filing/0000950170-23-009338.json - Plain text: https://secwatch.observer/filing/0000950170-23-009338.txt ## Key facts - Debt Financings Celularity Inc incurred loan of $5.0 million with C.V. Starr & Co. Inc. at 12.0% per year maturing March 17, 2025. - Instrument: loan - Principal: $5.0 million - Counterparty: C.V. Starr & Co. Inc. - Rate: 12.0% per year - Maturity: March 17, 2025 - Event: incurrence source text: On March 17, 2023, Celularity entered into a Loan Agreement with C.V. Starr & Co. Inc., one of Celularity’s significant stockholders, or Starr, providing for a loan in the aggregate principal amount of $5.0 million net of an original issue discount of $100,000, which bears interest at a rate of 12.0% per year, with the first year of interest being paid in kind on the last day of each month, and matures March 17, 2025 evidence_url: https://www.sec.gov/Archives/edgar/data/1752828/000095017023009338/0000950170-23-009338-index.htm - Material Agreements Celularity Inc entered into binding term sheet with an affiliate of the accredited investor party to the private placement transaction valued at $3.0 million in cash and issued $1.0 million of shares. - Action: entry - Agreement: license - Counterparty: an affiliate of the accredited investor party to the private placement transaction - Value: $3.0 million in cash and issued $1.0 million of shares source text: Concurrent with the entry into the securities purchase agreement for the private placement described above; Celularity executed a binding term sheet to negotiate and enter into a sublicense of certain assets from an affiliate of the accredited investor party to the private placement transaction. evidence_url: https://www.sec.gov/Archives/edgar/data/1752828/000095017023009338/0000950170-23-009338-index.htm - Material Agreements Celularity Inc entered into securities purchase agreement with two accredited investors, including Dr. Robert Hariri valued at approximately $9.0 million (effective 2023-03-20). - Action: entry - Agreement: equity purchase - Counterparty: two accredited investors, including Dr. Robert Hariri - Value: approximately $9.0 million - Effective: 2023-03-20 source text: On March 20, 2023, Celularity Inc., or Celularity, entered into a securities purchase agreement with two accredited investors, including its Chairman and Chief Executive Officer, Dr. Robert Hariri, providing for the private placement of (i) 9,381,841 shares of its Class A common stock, par value $0.0001 per share, or the Class A common stock, and (ii) accompanying warrants to purchase up to 9,381,841 shares of Class A common stock, or the PIPE Warrants, for $0.8343 per share and $0.125 per accompanying PIPE Warrant, for an aggregate purchase price of approximately $9.0 million (of which Dr. Hariri subscribed for $2.0 million). evidence_url: https://www.sec.gov/Archives/edgar/data/1752828/000095017023009338/0000950170-23-009338-index.htm - Material Agreements Celularity Inc entered into Loan Agreement with C.V. Starr & Co. Inc. valued at aggregate principal amount of $5.0 million (effective 2023-03-17). - Action: entry - Agreement: credit facility - Counterparty: C.V. Starr & Co. Inc. - Value: aggregate principal amount of $5.0 million - Effective: 2023-03-17 source text: On March 17, 2023, Celularity entered into a Loan Agreement with C.V. Starr & Co. Inc., one of Celularity’s significant stockholders, or Starr, providing for a loan in the aggregate principal amount of $5.0 million net of an original issue discount of $100,000, which bears interest at a rate of 12.0% per year, with the first year of interest being paid in kind on the last day of each month, and matures March 17, 2025, or the Loan, and warrants to acquire up to an aggregate 750,000 shares of its Class A common stock, or the Starr Warrant, at a purchase price of $0.125 per whole share underlying the Starr Warrant (or $93,750). evidence_url: https://www.sec.gov/Archives/edgar/data/1752828/000095017023009338/0000950170-23-009338-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.