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