0000950170-23-052758.txt : 20231010 0000950170-23-052758.hdr.sgml : 20231010 20231010214811 ACCESSION NUMBER: 0000950170-23-052758 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230929 FILED AS OF DATE: 20231010 DATE AS OF CHANGE: 20231010 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Hariri Robert J CENTRAL INDEX KEY: 0001398815 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38914 FILM NUMBER: 231319328 MAIL ADDRESS: STREET 1: 341 MENDHAM ROAD CITY: BERNARDSVILLE STATE: NJ ZIP: 07924 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Celularity Inc CENTRAL INDEX KEY: 0001752828 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 831702591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 170 PARK AVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 BUSINESS PHONE: (908) 768-2170 MAIL ADDRESS: STREET 1: 170 PARK AVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 FORMER COMPANY: FORMER CONFORMED NAME: GX Acquisition Corp. DATE OF NAME CHANGE: 20180912 4 1 ownership.xml 4 X0508 4 2023-09-29 0001752828 Celularity Inc CELU 0001398815 Hariri Robert J C/O CELULARITY INC. 170 PARK AVENUE FLORHAM PARK NJ 07932 true true false false Chief Executive Officer false Class A Common Stock 2023-09-29 4 P false 9064539 0.1655 A 19212849 D Class A Common Stock 2023-10-05 4 P false 6307158 0.1586 A 25520007 D Class A Common Stock 2023-10-05 4 P false 3050427 0.1586 A 28570434 D On September 29, 2023, the Reporting Person and Sorrento Therapeutics, Inc. ("Sorrento"), which is in voluntary proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"), entered into a Stock Purchase Agreement (the "SPA") pursuant to which the Reporting Person agreed (i) to acquire on the date of the signing of the SPA, 9,064,539 shares of the Issuer's Class A common stock for an aggregate amount in cash equal to $1.5 million, payable on such initial closing date, and (ii) to acquire, no later than October 4, 2023, the remaining 11,357,585 shares of the Issuer's Class A common stock owned by Sorrento for an aggregate amount in cash equal to 75% of the 5-Day VWAP of the Issuer's Class A common stock calculated as provided in the SPA. (Continued from Footnote 1): The Reporting Person received 9,064,539 shares of the Issuer's Class A common stock on October 4, 2023. The Reporting Person received 6,307,158 shares of the Issuer's Class A common stock on October 6, 2023. The Reporting Person received the remaining 3,050,427 shares of the Issuer's Class A common stock on October 10, 2023. Includes 98,426 shares underlying RSUs subject to vesting. Each RSU represents the right to receive one share of the Issuer's Class A common stock subject to vesting. /s/ Kyle Fletcher, Attorney-in-Fact 2023-10-10