UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry Into a Material Definitive Agreement. |
As previously disclosed, on July 16, 2021 as a result of closing of the business combination pursuant to that certain Agreement and Plan of Merger and Reorganization dated January 8, 2021 (the “Merger Agreement”), by and among Celularity Inc. (“Celularity”), its wholly-owned merger subs and Celularity LLC (formerly known as Celularity Inc.), Celularity assumed certain warrants (the “Converted Legacy Warrants”) held by one of the Company’s major stockholders, Starr International Investments Ltd. and its affiliates (the “Holders”) that, after application of the exchange ratio provided in the Merger Agreement, became exercisable for an aggregate 13,281,386 shares of the Company’s Class A common stock at an adjusted exercise price of $7.53 per share.
On March 1, 2022, in order to induce the Holders to cash exercise such warrants in full, Celularity and the holders thereof amended and restated the Converted Legacy Warrants (the “A&R Warrants”) to, among other things, (i) reduce the exercise price per share to $3.50 per share, subject to adjustment as set forth in the A&R Warrants, (ii) remove the transfer restrictions set forth in the Legacy Warrants, and (iii) make other changes reflecting the business combination. Immediately following the amendment and restatement of the Converted Legacy Warrants, the holders of the A&R Warrants exercised such A&R Warrants in full, for cash, for approximately $46.5 million, and Celularity issued the holders an aggregate 13,281,386 shares of its Class A common stock in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended. Accordingly, such A&R Warrants are no longer issued and outstanding.
The foregoing description of the A&R Warrants does not purport to be complete and is qualified, in its entirety, by to the terms and conditions of the Form of A&R Warrant, attached hereto as exhibit 10.1 and incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K to the extent required by this Item 3.02 is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 10.1 | Form of A&R Warrant to Purchase Class A Common Stock of Celularity Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: March 1, 2022 | CELULARITY, INC. | |||||
| By: | /s/ Keary Dunn | |||||
| Name: | Keary Dunn | |||||
| Title: | General Counsel | |||||