---
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"
generated_at: "2026-06-12T23:12:06.285852+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Celularity raises $3M in registered direct offering of common stock and warrants at $0.35 per unit

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-197738
- JSON: https://secwatch.observer/filing/0001193125-23-197738.json
- Plain text: https://secwatch.observer/filing/0001193125-23-197738.txt

## Key facts
- Material Agreements
  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).
  - Action: entry
  - Agreement: underwriting
  - Counterparty: A.G.P./Alliance Global Partners
  - Value: 7% cash fee plus $50,000 legal expenses
  - Effective: 2023-07-27
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1752828/000119312523197738/0001193125-23-197738-index.htm
- Material Agreements
  Celularity Inc entered into Securities Purchase Agreement with institutional accredited investor valued at approximately $3.0 million (effective 2023-07-27).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: institutional accredited investor
  - Value: approximately $3.0 million
  - Effective: 2023-07-27
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1752828/000119312523197738/0001193125-23-197738-index.htm
- Material Agreements
  Celularity Inc amended Warrant Amendment with institutional accredited investor valued at reduced exercise price to $0.45 per share (effective 2023-07-27).
  - Action: amendment
  - Counterparty: institutional accredited investor
  - Value: reduced exercise price to $0.45 per share
  - Effective: 2023-07-27
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1752828/000119312523197738/0001193125-23-197738-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.