Celularity Inc entered into Securities Purchase Agreement with institutional accredited investor valued at approximately $3.0 million (effective 2023-07-27).
“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.”
Material Agreements
Celularity Inc amended Amended Loan with Resorts World Inc Pte Ltd valued at $6.0 million (effective 2023-06-20).
“On June 20, 2023, Celularity Inc., or Celularity, entered into an amended and restated senior secured loan agreement, or the Amended Loan, with Resorts World Inc Pte Ltd, or RWI, to amend and restate the previously announced senior secured loan agreement with RWI dated May 16, 2023, or the Initial Loan, in its entirety. The Amended Loan provides for an additional loan in the aggregate principal amount of $6.0 million net of an original issue discount of $678,000”
Governance Changes
Celularity Inc: Stockholders approved an amendment to the Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by recent amendments to Delaware law (effective 2023-06-14).
“At the 2023 annual meeting of stockholders of Celularity Inc., or Celularity, held on June 14, 2023, or the Annual Meeting, the stockholders of Celularity approved an amendment to Celularity’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Celularity as permitted by recent amendments to Delaware law.”
Shareholder Votes
Celularity Inc shareholders approved Elect Dean C. Kehler, Robin L. Smith, M.D., and Lim Kok Thay as Class II Directors at the 2023-06-16 meeting.
“Proposal 1. Stockholders elected the following nominees to serve as the Class II Directors on Celularity’s Board of Directors until its 2026 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation or removal. The voting results for the nominees were as follows: Director Name Votes For Votes Withheld Broker Non-Votes Dean C. Kehler 109,020,056 5,784,735 37,744,783 Robin L. Smith, M.D. 111,579,526 3,221,173 37,748,875 Lim Kok Thay 106,756,423 8,044,276 37,748,875”
Material Agreements
Celularity Inc entered into Securities Purchase Agreement with several accredited investors valued at aggregate purchase price of approximately $3.75 million for 5,813,945 shares of Class A common stock (effective 2023-05-17).
“On May 17, 2023, Celularity Inc., or Celularity, entered into a securities purchase agreement with several accredited investors, providing for the private placement of (i) 5,813,945 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 5,813,945 shares of Class A common stock, or the PIPE Warrants, for $0.52 per share and $0.125 per accompanying PIPE Warrant, for an aggregate purchase price of approximately $3.75 million.”
Bradley Glover resigned as Executive Vice President and Chief Operating Officer at Celularity Inc.
“Bradley Glover, Ph.D., Executive Vice President and Chief Operating Officer and principal operating officer of Celularity, notified Celularity of his decision to resign from his role effective as of May 31, 2023 to pursue another opportunity.”
Debt Financings
Celularity Inc incurred loan of $6.0 million net of an original issue discount of $120,000 with Resorts World Inc Pte Ltd at 12.5% per year maturing June 14, 2023.
“On May 16, 2023, Celularity Inc., or Celularity, entered into a senior secured loan agreement with Resorts World Inc Pte Ltd, or RWI, providing for a loan in the aggregate principal amount of $6.0 million net of an original issue discount of $120,000, which bears interest at a rate of 12.5% per year, with the first year of interest being paid in kind on the last day of each month, and matures June 14, 2023.”
Material Agreements
Celularity Inc entered into senior secured loan agreement with Resorts World Inc Pte Ltd valued at $6.0 million (effective 2023-05-16).
“On May 16, 2023, Celularity Inc., or Celularity, entered into a senior secured loan agreement with Resorts World Inc Pte Ltd, or RWI, providing for a loan in the aggregate principal amount of $6.0 million net of an original issue discount of $120,000, which bears interest at a rate of 12.5% per year, with the first year of interest being paid in kind on the last day of each month, and matures June 14, 2023.”
Material Agreements
Celularity Inc entered into Placement Agency Agreement with A.G.P./Alliance Global Partners (effective 2023-04-04).
“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.”
Material Agreements
Celularity Inc entered into Purchase Agreement with institutional accredited investor valued at approximately $6.0 million (effective 2023-04-04).
“On April 4, 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) 9,230,770 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 9,230,770 shares of Class A common stock, at a combined purchase price of $0.65 per share and accompanying warrant, for an aggregate purchase price of approximately $6.0 million.”
Debt Financings
Celularity Inc incurred loan of $5.0 million with C.V. Starr & Co. Inc. at 12.0% per year maturing March 17, 2025.
“On March 17, 2023, Celularity entered into a Loan Agreement with C.V. Starr & Co. Inc., one of Celularity’s significant stockholders, or Starr, providing for a loan in the aggregate principal amount of $5.0 million net of an original issue discount of $100,000, which bears interest at a rate of 12.0% per year, with the first year of interest being paid in kind on the last day of each month, and matures March 17, 2025”
Material Agreements
Celularity Inc entered into binding term sheet with an affiliate of the accredited investor party to the private placement transaction valued at $3.0 million in cash and issued $1.0 million of shares.
“Concurrent with the entry into the securities purchase agreement for the private placement described above; Celularity executed a binding term sheet to negotiate and enter into a sublicense of certain assets from an affiliate of the accredited investor party to the private placement transaction.”
Material Agreements
Celularity Inc entered into Loan Agreement with C.V. Starr & Co. Inc. valued at aggregate principal amount of $5.0 million (effective 2023-03-17).
“On March 17, 2023, Celularity entered into a Loan Agreement with C.V. Starr & Co. Inc., one of Celularity’s significant stockholders, or Starr, providing for a loan in the aggregate principal amount of $5.0 million net of an original issue discount of $100,000, which bears interest at a rate of 12.0% per year, with the first year of interest being paid in kind on the last day of each month, and matures March 17, 2025, or the Loan, and warrants to acquire up to an aggregate 750,000 shares of its Class A common stock, or the Starr Warrant, at a purchase price of $0.125 per whole share underlying the Starr Warrant (or $93,750).”
Material Agreements
Celularity Inc entered into securities purchase agreement with two accredited investors, including Dr. Robert Hariri valued at approximately $9.0 million (effective 2023-03-20).
“On March 20, 2023, Celularity Inc., or Celularity, entered into a securities purchase agreement with two accredited investors, including its Chairman and Chief Executive Officer, Dr. Robert Hariri, providing for the private placement of (i) 9,381,841 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 9,381,841 shares of Class A common stock, or the PIPE Warrants, for $0.8343 per share and $0.125 per accompanying PIPE Warrant, for an aggregate purchase price of approximately $9.0 million (of which Dr. Hariri subscribed for $2.0 million).”
Listing & Compliance Notices
Celularity Inc received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).
“March 14, 2023, Celularity Inc. (the “Company”) received notice from the Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5450(a)(1) because the closing bid price for the Company’s Class A common stock has fallen below $1.00 per share for the last 30 consecutive business days. Nasdaq’s notice has no immediate effect on the listing of the Company’s common stock, which continues to trade on the Nas”
Bradley Glover was named as Executive Vice President and Chief Operating Officer at Celularity Inc.
“On October 4, 2022, the Board of Directors, or Board, of Celularity Inc., or Celularity, named John R. Haines as Senior Executive Vice President, General Manager and Chief Administrative Officer and also named Bradley Glover, Ph.D., as Executive Vice President and Chief Operating Officer, succeeding Mr. Haines as Celularity’s principal operating officer, in each case with immediate effect.”
John R. Haines was named as Senior Executive Vice President, General Manager and Chief Administrative Officer at Celularity Inc.
“On October 4, 2022, the Board of Directors, or Board, of Celularity Inc., or Celularity, named John R. Haines as Senior Executive Vice President, General Manager and Chief Administrative Officer and also named Bradley Glover, Ph.D., as Executive Vice President and Chief Operating Officer, succeeding Mr. Haines as Celularity’s principal operating officer, in each case with immediate effect.”
Andrew L. Pecora resigned as President at Celularity Inc.
“As previously disclosed in the Current Report on Form 8-K filed by Celularity Inc, or Celularity, with the Securities and Exchange Commission, or the SEC, on July 20, 2022, Andrew L. Pecora, M.D., F.A.C.P., resigned as Celularity’s President effective as of August 31, 2022.”
Andrew L. Pecora resigned as President at Celularity Inc.
“On July 14, 2022, Andrew L. Pecora, M.D., F.A.C.P., President of Celularity Inc., or Celularity, notified the board of directors of his decision to resign as President effective as of August 31, 2022.”
Diane Parks was appointed as Class I Director at Celularity Inc.
“On June 2, 2022, upon recommendation of the nominating and corporate governance committee of the board, the board appointed Ms. Diane Parks as a Class I director to fill the vacancy left by the resignation of Mr. Bloom.”
Jay R. Bloom resigned as Director at Celularity Inc.
“On May 31, 2022, Jay R. Bloom, a Class I member of the board of directors of Celularity Inc. and a member of the board’s audit committee, notified the board of directors of his intention to resign as a member of the board and all committees thereof effective June 1, 2022.”
Robert J. Hariri, M.D., Ph.D. changed role as Chief Executive Officer and Chairman of the Board at Celularity Inc.
“appointed Andrew L. Pecora, M.D., as President of the Company effective September 15, 2021, replacing Robert J. Hariri, M.D., Ph.D., in this role as of such date.”
Andrew L. Pecora, M.D. was appointed as President at Celularity Inc.
“appointed Andrew L. Pecora, M.D., as President of the Company effective September 15, 2021, replacing Robert J. Hariri, M.D., Ph.D., in this role as of such date.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.