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Private Placement Transaction
On October 24, 2025, Celularity Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with an institutional investor (the "Investor"), pursuant to which the Company agreed to issue and sell in private placement transactions (each, a "Private Placement"), in up to three tranches, shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the "Series A Preferred Stock") with an aggregate stated value of up to $6,666,667, and accompanying warrants to purchase shares of the Company's Class A Common Stock, par value $0.0001 per share (the "Warrants" and, together 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 entitle the Investor to purchase a number of shares of Common Stock equal to 25% of the respective tranche purchase price divided by 95% of the lowest volume weighted average price ("VWAP") during the seven trading days prior to the applicable closing, with an initial exercise price of $3.00 per share, subject to adjustment as set forth in the Warrant.
In connection with the Private Placement, the Company entered into a registration rights agreement (the "Registration Rights Agreement"), dated as of October 24, 2025, with the Investor, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the "SEC") registering the resale of the shares of Common Stock underlying the Series A Preferred Stock (the "Conversion Shares") and Warrants no later than thirty (30) days after the date of the Registration Rights Agreement, and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than ninety (90) days following the date of the Registration Rights Agreement.
Pursuant to the Purchase Agreement, the Company also entered into (i) a security agreement (the "Security Agreement") dated as of October 24, 2024, with the Investor, pursuant to which the Company granted the Investor a first priority security interest in certain assets of the Company, securing the Company's obligations under certain circumstances; and (ii) a form of exchange promissory note (the "Exchange Note") dated as of October 24, 2025, issuable to the Investor upon a triggering event as defined in the Purchase Agreement. by and between the Company and Investor.
Subject to shareholder approval under NASDAQ rules, the Series A Preferred Stock are convertible into Common Stock at the lower of (i) 110% of the closing price immediately prior to issuance or (ii) 95% of the lowest closing VWAP over the seven trading days prior to conversion, but not less than a floor price of $1.60 per share, subject to adjustments as described in the Certificate of Designations.
Closings under the Purchase Agreement will occur in up to three tranches as follows:
| ● | Initial Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value) | |
| ● | Second Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value), subject to the effectiveness of a resale Registration Statement for the Initial Tranche securities and satisfaction of other closing conditions | |
| ● | Third Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value), at the Investor's option |
The closing of the Initial Tranche took place on October 24, 2025. The gross proceeds to the Company from the Private Placement are expected to be approximately $2 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for working capital and general corporate purposes.
The Purchase Agreement, Warrant, the Registration Rights Agreement, Security Agreement and Exchange Promissory Note contain customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing summaries of the Purchase Agreement, Warrant, Registration Rights Agreement, Security Agreement, and Exchange Promissory Note do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, copies of which are filed as exhibits to this Current Report and are incorporated by reference herein.
Posted In: CELU
