Celularity raises $2M initial tranche in $6.67M private placement of Series A Preferred and warrants

Celularity Inc

Series A Preferred shares sold at 90% of stated value; $2M initial tranche closed Oct 24, 2025.
Up to three tranches totaling $6.67M stated value; warrants exercisable at $3.00/share for 25% of purchase price.
Conversion price lower of 110% of prior close or 95% of 7-day VWAP, floor $1.60; 5% dividend (18% on trigger event).
Proceeds used for working capital; investor capped at 4.99% beneficial ownership unless waived.
Shares issued exempt under Section 4(a)(2) and Regulation D; resale registration required within 30 days.

item 1.01 item 3.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Celularity Inc issued preferred stock to an institutional investor for 90% of the stated value.

Security: preferred stock
Purchaser: an institutional investor
Consideration: 90% of the stated value

Exact text from the filing

with the Series A Preferred Stock, the “Securities”). Under the Purchase Agreement, the Series A Preferred Stock will be issued and sold at a purchase price equal to 90% of the stated value, with each Preferred Share having a stated value of $1.111111 per share, and the Warrants will be issued for no additional consideration. Each Warrant will

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Celularity Inc: Filed Certificate of Designation for Series A Convertible Preferred Stock, establishing rights and preferences for 6,000,000 shares of Series A Preferred Stock (effective 2025-10-24).

Change: charter amendment
Effective: 2025-10-24

Exact text from the filing

On October 24, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 6,000,000 shares of Series A Preferred Stock, out of the Company’s authorized preferred stock.

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43 equity issuances filed in the last 30 days. Browse all equity issuances →

Celularity Inc filing history →

Source: SEC EDGAR

accession 0001493152-25-019839

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