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Subsequent Events
6 Months Ended
Jun. 30, 2023
Subsequent Events [Abstract]  
Subsequent Events
16.
Subsequent Events

The Company has evaluated subsequent events and there are no items requiring disclosure except the following:

Registered Direct Offering

In July 2023, the Company closed a registered direct offering contemplated by a securities purchase agreement with an institutional accredited investor for the sale and issuance of (i) 8,571,429 shares of the Company's Class A common stock and (ii) accompanying warrants to purchase up to 8,571,429 shares of Class A common stock, at a combined purchase price of $0.35 per share and accompanying warrant, for an aggregate purchase price of approximately $3,000. Each warrant has an exercise price of $0.35 per share, is initially exercisable beginning six months following the date of issuance, and will expire five years from the initial exercise date. In connection with the offering, the Company also entered into an amendment to certain existing warrants to purchase up to an aggregate of 8,928,572 shares (consisting of all of the warrants originally issued in May 2022 and a portion of which were issued in April 2023), pursuant to which, effective upon the closing of the offering, such amended warrants will have a reduced exercise price of $0.35 per share.

Board Member Departure

On July 31, 2023, John Sculley, a Class III member of the board of directors, notified the board of directors of his intention to resign as a member of the board and all committees thereof effective August 4, 2023. Mr. Sculley’s decision to resign was not due to any disagreement with Celularity on any matter, or relating to its operations, policies, or practices.

Yorkville

On August 2, 2023, Yorkville provided notice to the Company that a “triggering event” had occurred on August 1, 2023, as provided for under the terms of the PPA. As a result of this triggering event, the Company is required to make repayments of $6,000 per month plus a payment premium of 5% of the principal amount being paid and all outstanding accrued and unpaid interest (collectively the “repayment amount”). As of the issuance date, the Company owes $6,340 including interest, which is past due. While the Company intends to obtain a waiver, if the Company fails to secure a waiver from Yorkville and fails to pay the remaining repayment amount currently due, Yorkville could deem such non-payment an event of default under the PPA. If Yorkville deems such non-payment an event of default, Yorkville may, at its discretion, exercise its rights and remedies as provided in the PPA which may include, among others, accelerating the repayment of the total principal due under the PPA. Refer to the Going Concern disclosure in Note 1 for further details.

C.V. Starr and RWI Loan Agreements

As of issuance date, the Company's cash and cash equivalents fell below $3,000 for more than five consecutive business days, which per the terms of the loan agreements with RWI and C.V. Starr (See Note 7) caused an event of default. The Company is actively pursuing additional capital for working capital and general corporate purposes. As part of these efforts, the Company intends to raise sufficient capital to cure any breach of our contractual covenants within the cure periods set forth in the respective agreements. In the event the Company is unable to cure such breaches during the prescribed cure period, the Company will seek waivers from its lenders. If the Company cannot secure a waiver from its secured lenders, the lenders may declare the outstanding principal of the loans due and payable. Refer to the Going Concern disclosure in Note 1 for further details.