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
On June 23, 2025, Celularity Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (“the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of 739,286 shares of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”) at a purchase price of $1.40 per share of Common Stock.
As part of the Private Placement, pursuant to a warrant adjustment agreement, the Company agreed with the Purchasers to revise the exercise price of certain warrants held by the Purchasers in the aggregate amount of 1,311,093 to $2.50 per share and extend the expiration date of such warrants to June 30, 2030.
The closing of the Private Placement is expected to occur during the week of July 21, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the Private Placement are expected to be $1,035,000, before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for working capital and general corporate purposes.
The Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, and the Warrant Adjustment Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement and the form of Warrant Adjustment Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Securities Purchase Agreement | |
| 10.2 | Form of Warrant Adjustment Agreement | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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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. | ||
| Dated: July 22, 2025 | ||
| By: | /s/ Robert J. Hariri | |
| Name: | Robert J. Hariri, M.D., Ph.D. | |
| Title: | Chairman and CEO | |
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