{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-197738","form_type":"8-K","ticker":"CELU","cik":"0001752828","company_name":"Celularity Inc","filed_at":"2023-07-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:35.111847+00:00","generated_at":"2026-06-12T23:12:06.285852+00:00","sec_items":["1.01","8.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Celularity raises $3M in registered direct offering of common stock and warrants at $0.35 per unit","bullets":["Sold 8,571,429 shares of Class A common stock and warrants to purchase same number at combined $0.35 per unit for $3M gross proceeds.","Existing warrants to purchase 8,928,572 shares at $0.75 amended to $0.45 exercise price upon closing of offering.","Offering expected to close July 31, 2023; A.G.P./Alliance Global Partners is sole placement agent.","Net proceeds to be used for working capital and general corporate purposes."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-197738","json":"https://secwatch.observer/filing/0001193125-23-197738.json","markdown":"https://secwatch.observer/filing/0001193125-23-197738.md","text":"https://secwatch.observer/filing/0001193125-23-197738.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1752828/000119312523197738/0001193125-23-197738-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1752828/000119312523197738/d472066d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-12T23:12:06.285852+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"318b6c170f3796e3c0cda467a1fb7ebf5365e5a3","claim":"Celularity Inc entered into Placement Agency Agreement with A.G.P./Alliance Global Partners valued at 7% cash fee plus $50,000 legal expenses (effective 2023-07-27).","evidence_excerpt":"In connection with the Purchase Agreement, Celularity entered into a placement agency agreement, or Placement Agency Agreement, with A.G.P./Alliance Global Partners, or A.G.P., pursuant to which A.G.P. agreed to serve as exclusive placement agent for the issuance and sale of the shares of Class A common stock and accompanying warrants.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1752828/000119312523197738/0001193125-23-197738-index.htm","confidence":0.98,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"underwriting"},{"label":"Counterparty","value":"A.G.P./Alliance Global Partners"},{"label":"Value","value":"7% cash fee plus $50,000 legal expenses"},{"label":"Effective","value":"2023-07-27"}],"fact_type":"material_agreement"},{"claim_id":"4bac6f629e9e8b966a2f64c3eb8a73e11bfe2327","claim":"Celularity Inc entered into Securities Purchase Agreement with institutional accredited investor valued at approximately $3.0 million (effective 2023-07-27).","evidence_excerpt":"On July 27, 2023, Celularity Inc., or Celularity, entered into a securities purchase agreement with an institutional accredited investor, or the Purchase Agreement, providing for the sale and issuance of (i) 8,571,429 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 8,571,429 shares of Class A common stock, at a combined purchase price of $0.35 per share and accompanying warrant, for an aggregate purchase price of approximately $3.0 million.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1752828/000119312523197738/0001193125-23-197738-index.htm","confidence":0.99,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"institutional accredited investor"},{"label":"Value","value":"approximately $3.0 million"},{"label":"Effective","value":"2023-07-27"}],"fact_type":"material_agreement"},{"claim_id":"fb01d36b5be260f7dd3bdc682e88e7662d5a3d04","claim":"Celularity Inc amended Warrant Amendment with institutional accredited investor valued at reduced exercise price to $0.45 per share (effective 2023-07-27).","evidence_excerpt":"In connection with the offering described above, Celularity also entered into an amendment to certain existing warrants to purchase up to an aggregate of 8,928,572 shares at an exercise price of $0.75 per share and a termination date of October 10, 2028 (consisting of all of the warrants originally issued in May 2022 and a portion of which were issued in April 2023), pursuant to which, effective upon the closing of the offering, such amended warrants will have a reduced exercise price of $0.45 per share.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1752828/000119312523197738/0001193125-23-197738-index.htm","confidence":0.97,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Counterparty","value":"institutional accredited investor"},{"label":"Value","value":"reduced exercise price to $0.45 per share"},{"label":"Effective","value":"2023-07-27"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}