0000905148-24-000212.txt : 20240117 0000905148-24-000212.hdr.sgml : 20240117 20240117172220 ACCESSION NUMBER: 0000905148-24-000212 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240112 FILED AS OF DATE: 20240117 DATE AS OF CHANGE: 20240117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lim Kok Thay CENTRAL INDEX KEY: 0001470308 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38914 FILM NUMBER: 24539374 MAIL ADDRESS: STREET 1: 22ND FLOOR, WISMA GENTING STREET 2: JALAN SULTAN ISMAIL CITY: KUALA LUMPUR STATE: N8 ZIP: 50250 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dragasac Ltd CENTRAL INDEX KEY: 0001872884 ORGANIZATION NAME: STATE OF INCORPORATION: Y8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38914 FILM NUMBER: 24539373 BUSINESS ADDRESS: STREET 1: C/O 24TH FLOOR, WISMA GENTING STREET 2: JALAN SULTAN ISMAIL CITY: KUALA LUMPUR STATE: N8 ZIP: 50250 BUSINESS PHONE: 603 2333 6888 MAIL ADDRESS: STREET 1: C/O 24TH FLOOR, WISMA GENTING STREET 2: JALAN SULTAN ISMAIL CITY: KUALA LUMPUR STATE: N8 ZIP: 50250 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Genting Berhad CENTRAL INDEX KEY: 0001788489 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38914 FILM NUMBER: 24539372 BUSINESS ADDRESS: STREET 1: 24TH FLOOR, WISMA GENTING STREET 2: JALAN SULTAN ISMAIL CITY: KUALA LUMPUR STATE: N8 ZIP: 50250 BUSINESS PHONE: 60 3 2178 2288 MAIL ADDRESS: STREET 1: 24TH FLOOR, WISMA GENTING STREET 2: JALAN SULTAN ISMAIL CITY: KUALA LUMPUR STATE: N8 ZIP: 50250 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Celularity Inc CENTRAL INDEX KEY: 0001752828 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences 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 form4.xml X0508 4 2024-01-12 0001752828 Celularity Inc CELU 0001470308 Lim Kok Thay 25TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR N8 50250 MALAYSIA true 0001872884 Dragasac Ltd C/O 24TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR N8 50250 MALAYSIA true 0001788489 Genting Berhad 14TH FLOOR, WISMA GENTING JALAN SULTAN ISMAIL KUALA LUMPUR N8 50250 MALAYSIA true false Class A Common Stock 2024-01-12 4 P 0 21410983 0.249 A 51473762 I By Dragasac Limited Class A Common Stock 36145 D Warrants (Right to Buy) 0.249 2024-01-12 4 P 0 5352746 0.125 A 2024-01-16 2029-01-16 Class A Common Stock 5352746 5352746 I By Dragasac Limited Warrants (Right to Buy) 6.77 2024-01-12 4 J 0 6529818 D 2021-07-16 Class A Common Stock 6529818 0 I By Dragasac Limited Warrants (Right to Buy) 0.249 2024-01-12 4 J 0 6529818 A 2024-01-16 2030-03-16 Class A Common Stock 6529818 6529818 I By Dragasac Limited Warrants (Right to Buy) 0.249 2024-01-12 4 P 0 16500000 0.125 A 2024-01-16 2029-01-16 Class A Common Stock 16500000 16500000 I By Resorts World Inc Pte. Ltd. On January 12, 2024, the Issuer entered into a securities purchase agreement (the "Securities Purchase Agreement") with Dragasac Limited ("Dragasac"), pursuant to which Dragasac agreed to deliver $6.0 million to the Issuer in exchange for 21,410,983 shares of Class A Common Stock and warrants to purchase up to 5,352,746 shares of Class A Common Stock. The actual price for the 21,410,983 shares of Class A Common Stock is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. In connection with the Securities Purchase Agreement, the Issuer amended and restated the terms of the 6,529,818 warrants that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021 in order to adjust the exercise price from $6.77 per share of Class A Common Stock to $0.24898 per share of Class A Common Stock and to extend the expiration date to March 16, 2030. These warrants were scheduled to expire upon the earlier of (i) March 16, 2025, or (ii) the consummation of a change in control of the Issuer. On January 12, 2024, the Issuer entered into a loan agreement with Resorts World Inc Pte. Ltd. ("RWI"), pursuant to which RWI provided a $15.0 million loan to the Issuer, net of an original issue discount representing the purchase price of the Tranche 1 Warrants and Tranche 2 Warrants (each defined herein), in exchange for an initial tranche of warrants to purchase up to 16,500,000 shares of Class A Common Stock (the "Tranche 1 Warrants") and a second tranche of warrants to purchase up to 13,500,000 shares of Class A Common Stock (the "Tranche 2 Warrants"). The Tranche 2 Warrants are not exercisable until the later of (i) clearance from the Committee on Foreign Investment in the United States and (ii) July 16, 2024, and the exercise price of the Tranche 2 Warrants will be equal to the "Minimum Price" (as defined in Nasdaq Listing Rule 5635(d)) on the date they become exercisable. Accordingly, at this time, the Tranche 2 Warrants are not "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and are thus not reportable for purposes of Section 16 of the Exchange Act. These securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. These warrants are held by RWI. Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. This amount excludes 199,921 shares of Class A Common Stock underlying restricted stock units previously granted to Mr. Lim in his capacity as a director of the Issuer that were cancelled, for no consideration, in connection with Mr. Lim's resignation from the board of directors of the Issuer on September 14, 2023, with such cancellation being exempt from Section 16 of the Exchange Act by virtue of Rules 16b-6(d) and 16a-4(d) thereunder. The actual exercise price for these warrants is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. /s/ Lim Kok Thay 2024-01-17 Dragasac Limited By: /s/ Tan Kong Han, Director 2024-01-17 Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary 2024-01-17