Celularity Inc (CELU): debt financing — Celularity signs $10M standby equity deal and $3.15M convertible note with Yorkville

Celularity Inc

SEPA allows Celularity to sell up to $10M of common stock to Yorkville over 36 months at 97% of VWAP.
Yorkville provides $3.15M convertible note (8% interest, matures Mar 13, 2025) with conversion price initially $6.3171, resets to VWAP floor $2.4898.
Existing lenders RWI and Starr forbear defaults in exchange for 100bps interest increase and warrants (RWI: 300k shares at $5.895; Starr: reprice to $5.895).
Registration statement for Yorkville resale to be filed by May 3, 2024; no advances or conversions until effective.
Proceeds used for working capital; issuance capped at 19.99% of outstanding shares under Nasdaq rules.

item 1.01 item 2.03 item 3.02 item 3.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Celularity Inc incurred convertible notes of $3.15 million convertible promissory note for $2.99 million in cash with YA II PN, LTD at annual rate equal to 8.0% (increased to 18.0% in the event of default) maturing March 13, 2025.

Instrument: convertible notes
Principal: $3.15 million convertible promissory note for $2.99 million in cash
Counterparty: YA II PN, LTD
Rate: annual rate equal to 8.0% (increased to 18.0% in the event of default)
Maturity: March 13, 2025
Event: incurrence

Exact text from the filing

Upon entry into the SEPA, Celularity issued Yorkville a $3.15 million convertible promissory note for $2.99 million in cash (after a 5% original issue discount), or the Initial Advance. The note bears interest at an annual rate equal to 8.0% (increased to 18.0% in the event of default as provided in the note), and matures March 13, 2025.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Celularity Inc entered into Registration Rights Agreement with YA II PN, LTD (effective 2024-03-13).

Action: entry
Counterparty: YA II PN, LTD
Effective: 2024-03-13

Exact text from the filing

in connection with the entry into the SEPA, on March 13, 2024, Celularity entered into a registration rights agreement with Yorkville

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Celularity Inc entered into Standby Equity Purchase Agreement with YA II PN, LTD valued at up to $10.0 million (effective 2024-03-13).

Action: entry
Agreement: equity purchase
Counterparty: YA II PN, LTD
Value: up to $10.0 million
Effective: 2024-03-13

Exact text from the filing

On March 13, 2024, Celularity Inc., or Celularity, entered into a Standby Equity Purchase Agreement, or the SEPA, with YA II PN, LTD, a Cayman Islands exempt limited partnership, or Yorkville.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Celularity Inc entered into RWI Forbearance Agreement with Resorts World Inc Pte Ltd (effective 2024-03-13).

Action: entry
Agreement: credit facility
Counterparty: Resorts World Inc Pte Ltd
Effective: 2024-03-13

Exact text from the filing

On March 13, 2024, Celularity and Resorts World Inc Pte Ltd, or RWI, entered into a forbearance agreement, or the RWI Forbearance Agreement, with respect to the Second Amended and Restated Loan Agreement

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Celularity Inc filing history →

Source: SEC EDGAR

accession 0001493152-24-010134

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