Celularity approves 1-for-10 reverse stock split; warrant issuance to RWI fails

Celularity filed a certificate of amendment to the Charter, or the Certificate of Amendment, with the Secretary of State of the State of Delaware on February 22, 2024, which will take effect at 5:00 p.m. (Eastern Time) on February 28, 2024, and following which each ten shares of Common Stock issued and outstanding immediately prior thereto will be automatically reclassified, combined, converted and changed into one share of Common Stock, or the Reverse Stock Split.

Stockholders approved the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for the above proposals. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 134,165,134 2,054,505 201,903 -

Stockholders approved an amendment to Celularity’s Charter to effect a reverse stock split of Celularity’s Common Stock at a ratio to be determined by Celularity’s Board within a range of 1-for-10 to 1-for-100 (or any number in between), to be effected in the sole discretion of the Board without further approval or authorization from Celularity’s stockholders The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 132,805,636 3,544,785 71,121 -

Stockholders did not approve the issuance or potential issuance of shares of Common Stock issuable upon the exercise of Tranche 2 Warrants to purchase shares of Common Stock issued to Resorts World Inc Pte Ltd, or RWI, on January 16, 2024, with an exercise price that may be equal to or less than $0.24898 per share, which was the “Minimum Price” pursuant to Nasdaq Rule 5635(d) on the date of agreement to issue the Tranche 2 Warrants. The proposal failed to receive the affirmative vote of the holders of a majority of the voting power of the stock of the shares present at the Special Meeting and entitled to vote thereon. Dragasac Limited, an affiliate of the parent company to RWI, abstained from voting on the matter. The voting results were as follows: Votes For Votes Against Abstentions Broker Non-Votes 66,443,495 956,202 51,559,153 17,462,692