--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-24-005029" form_type: "8-K" ticker: "CELU" cik: "0001752828" company_name: "Celularity Inc" filed_at: "2024-01-17T23:59:59+00:00" generated_at: "2026-06-06T22:38:49.697962+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.75 calibrated_materiality_score: 0.75 confidence: "high" source: SEC EDGAR --- # Celularity raises ~$21M via private placement and secured loan; CEO takes 85% equity compensation ## Summary - Private placement with Dragasac raises $6.0M; 21.4M shares and warrants to buy 5.35M shares at $0.24898. - Senior secured bridge loan from RWI for $15M (net $11.25M after OID), 12.5% PIK interest, matures July 2025. - Proceeds used to pay off Yorkville debt, critical vendors, Palantir settlement, and for working capital. - CEO Hariri agrees to 85% equity comp, no cash deferred comp until $21M equity raise at same valuation. - Existing Dragasac warrants repriced from $6.77 to $0.24898; RWI gets warrants for up to 30M shares. ## SEC filing metadata - accession: 0000950170-24-005029 - form_type: 8-K - ticker: CELU - cik: 0001752828 - company_name: Celularity Inc - filed_at: 2024-01-17T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.75 - calibrated_materiality_score: 0.75 - confidence: high - sec_items: 1.01, 3.02, 5.02, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1752828/000095017024005029/0000950170-24-005029-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1752828/000095017024005029/celu-20240112.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-24-005029 - JSON: https://secwatch.observer/filing/0000950170-24-005029.json - Plain text: https://secwatch.observer/filing/0000950170-24-005029.txt ## Key facts - Material Agreements Celularity Inc entered into second amended and restated senior secured loan agreement with Resorts World Inc Pte Ltd valued at $15.0 million (effective 2024-01-12). - Action: entry - Agreement: credit facility - Counterparty: Resorts World Inc Pte Ltd - Value: $15.0 million - Effective: 2024-01-12 source text: On January 12, 2024, Celularity and Celularity LLC, a wholly owned subsidiary of Celularity, entered into a second amended and restated senior secured loan agreement, or the Second Amended Loan, with Resorts World Inc Pte Ltd, or RWI, to amend and restate the previously announced senior secured loan agreement with RWI dated as of May 16, 2023, as amended on June 20, 2023, in its entirety. evidence_url: https://www.sec.gov/Archives/edgar/data/1752828/000095017024005029/0000950170-24-005029-index.htm - Material Agreements Celularity Inc entered into investor rights agreement with Dragasac Limited (effective 2024-01-12). - Action: entry - Counterparty: Dragasac Limited - Effective: 2024-01-12 source text: In connection with the execution of the purchase agreement, Celularity and Dragasac Limited also entered into an investor rights agreement dated as of January 12, 2024. evidence_url: https://www.sec.gov/Archives/edgar/data/1752828/000095017024005029/0000950170-24-005029-index.htm - Material Agreements Celularity Inc entered into securities purchase agreement with Dragasac Limited valued at approximately $6.00 million (effective 2024-01-12). - Action: entry - Agreement: equity purchase - Counterparty: Dragasac Limited - Value: approximately $6.00 million - Effective: 2024-01-12 source text: On January 12, 2024, Celularity Inc., or Celularity, entered into a securities purchase agreement with an existing investor, Dragasac Limited, providing for the private placement of (i) 21,410,983 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 5,352,746 shares of Class A common stock, or the PIPE Warrants, for $0.24898 per share and $0.125 per accompanying PIPE Warrant, for an aggregate purchase price of approximately $6.00 million. evidence_url: https://www.sec.gov/Archives/edgar/data/1752828/000095017024005029/0000950170-24-005029-index.htm - Material Agreements Celularity Inc amended amended and restated distribution and manufacturing agreement with an affiliate of Dragasac. - Action: amendment - Agreement: license - Counterparty: an affiliate of Dragasac source text: As a condition to closing, Celularity entered into an amendment to an amended and restated distribution and manufacturing agreement with an affiliate of Dragasac, to add cell therapy products in clinical development, investigational stage and/or in near-term commercial use to the list of products under the scope of the exclusive distribution and manufacturing licenses (including unmodified natural killer cells (such as CYNK-001) for aging and other non-oncology indications, PSC-100, PDA-001, PDA-002, pEXO and APPL-001 for regenerative indications). evidence_url: https://www.sec.gov/Archives/edgar/data/1752828/000095017024005029/0000950170-24-005029-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.