UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
Registered Direct Offering
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. The offering is expected to close on or about April 10, 2023, subject to the satisfaction of customary closing conditions.
Each warrant has an exercise price of $0.75 per share, is initially exercisable beginning six months following the date of issuance, will expire five years from the initial exercise date, and is subject to customary adjustments for certain transactions, including in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the warrants. The warrants may not be exercised if the aggregate number of shares of Class A common stock beneficially owned by the holder thereof (together with its affiliates) would exceed 4.99% (which may be increased to 9.99% at the election of the holder) immediately after exercise thereof.
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. Celularity has agreed to pay A.G.P. an aggregate cash fee equal to 7% of the aggregate proceeds raised from the sale and issuance of the shares of Class A common stock and accompanying warrants. Pursuant to the Placement Agency Agreement, Celularity also agreed to reimburse A.G.P. up to $75,000 for its legal expenses.
Celularity intends to use the net proceeds from the offering for working capital and general corporate purposes, including repayment of its obligations under that certain pre-paid advance agreement dated September 15, 2022 with YA II PN, Ltd.
The shares of Class A common stock and accompanying warrants were offered by Celularity pursuant to an effective shelf registration statement on Form S-3 (File No. 333-266786), as amended, which was declared effective by the Securities and Exchange Commission on August 18, 2022.
A copy of the legal opinion of Goodwin Procter LLP relating to the validity of the Class A common stock and accompanying warrants issued in the offering is filed as Exhibit 5.1 to this Current Report on Form 8-K and incorporated herein by reference.
Warrant Amendment
In connection with the offering described above, Celularity also entered into an amendment to certain existing warrants to purchase up to an aggregate of 4,054,055 shares originally at an exercise price of $8.25 per share, and a termination date of May 20, 2027, pursuant to which, effective upon the closing of the offering, such amended warrants will have a reduced exercise price of $0.75 per share and a termination date of five and one-half years following the closing of the offering.
The foregoing descriptions of the Purchase Agreement, the warrants, the Placement Agency Agreement and the warrant amendment are not complete and are qualified in their entirety by references to the full text of such agreements, which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
| Item 8.01 | Other Events. |
On April 5, 2023, Celularity issued a press release announcing the offering. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
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.
| CELULARITY INC. | ||||||
| Date: April 6, 2023 | By: | /s/ K. Harold Fletcher | ||||
| K. Harold Fletcher Executive Vice President General Counsel | ||||||