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