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Equity (Tables)
9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Equity [Abstract]    
Summary of the Warrants

 

   Number of
Shares
   Exercise
Price
   Expiration
Date
Dragasac Warrant(1)   652,981   $2.4898   March 16, 2025
Public Warrants(2)   1,437,447   $115.00   July 16, 2026
Sponsor Warrants(2)   849,999   $115.00   July 16, 2026
May 2022 PIPE Warrants   405,405   $3.50   October 10, 2028
March 2023 PIPE Warrants   208,485   $30.00   March 27, 2028
March 2023 PIPE Warrants (modified)   729,698   $10.00   March 27, 2028
March 2023 Loan Warrants(3)   75,000   $5.895   March 17, 2028
April 2023 Registered Direct Warrants   435,625   $7.50   October 10, 2028
April 2023 Registered Direct Warrants (modified)   487,451   $3.50   October 10, 2028
May 2023 PIPE Warrants   581,394   $10.00   May 17, 2028
June 2023 Warrants(3)   50,000   $5.895   June 20, 2028
June 2023 Loan Warrants   300,000   $8.10   June 20, 2028
July 2023 Registered Direct Warrants   857,142   $3.50   January 31, 2029
January 2024 PIPE Warrants   535,274   $2.4898   January 16, 2029
January 2024 Bridge Loan - Tranche #1 Warrants   1,650,000   $2.4898   January 16, 2029
January 2024 Bridge Loan - Tranche #2 Warrants   1,350,000   $2.988   July 15, 2029
March 2024 RWI Forbearance Warrants   300,000   $5.895   June 20, 2028
    10,905,901         

 

(1) In connection with the execution of the January 2024 PIPE described above, the Company agreed to reprice 652,981 legacy warrants held by Dragasac with a previous exercise price of $67.70 to a new exercise price of $2.4898. The term of the warrants was unchanged.
(2) The number of Public Warrants and Sponsor Warrants outstanding was not adjusted for the reverse stock split. There are 14,374,478 Public Warrants and 8,499,999 Sponsor Warrants outstanding. After the reverse stock split, the number of warrants outstanding remains the same. However, each outstanding warrant is now exercisable for one-tenth of a share of Class A common stock, and the exercise price per share was adjusted to $115.00 as a result of the split.
(3) In connection with the execution of the Starr Forbearance Agreement on March 13, 2024, described above under Warrant Modification and further in Note 7, the Company agreed to reprice 75,000 warrants with a previous exercise price of $7.10 and 50,000 warrants with a previous exercise price of $8.10 held by C.V. Starr to a new exercise price of $5.895. The term of the warrants was unchanged.

 

   Number of
shares
   Exercise
price
   Expiration
date
Dragasac Warrant(1)   652,981   $67.70   March 16, 2025
Public Warrants(2)   1,437,447   $115.00   July 16, 2026
Sponsor Warrants(2)   849,999   $115.00   July 16, 2026
May 2022 PIPE Warrants   405,405   $3.50   October 10, 2028
March 2023 PIPE Warrants   208,485   $30.00   March 27, 2028
March 2023 PIPE Warrants (modified)   729,698   $10.00   March 27, 2028
March 2023 Loan Warrants   75,000   $7.10   March 17, 2028
April 2023 Registered Direct Warrants   435,625   $7.50   October 10, 2028
April 2023 Registered Direct Warrants (modified)   487,451   $3.50   October 10, 2028
May 2023 PIPE Warrants   581,394   $10.00   May 17, 2028
June 2023 Warrants   50,000   $8.10   June 20, 2028
June 2023 Loan Warrants   300,000   $8.10   June 20, 2028
July 2023 Registered Direct Warrants   857,142   $3.50   January 31, 2029
    7,070,627         

 

(1)The exercise price is the lesser of $67.70 per share or 80% of either (i) the value attributed to one share of Legacy Celularity Series B Preferred Stock upon consummation of a change in control or the closing of a strategic transaction or (ii) the price at which one share of common stock is sold to the public market in an initial public offering.

 

(2)The number of Public Warrants and Sponsor Warrants outstanding was not adjusted for the reverse stock split. There are 14,374,478 Public Warrants and 8,499,999 Sponsor Warrants outstanding. After the reverse stock split, the number of warrants outstanding remains the same. However, each outstanding warrant is now exercisable for one-tenth of a share of Class A common stock, and the exercise price per share was adjusted to $115.00 as a result of the split.