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Filing Details

Accession Number:: 0000905148-24-000212
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2024-01-17 17:22:20
Reporting Period:: 2024-01-12

Accepted Time:: 2024-01-17 17:22:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1752828	Celularity Inc	CELU	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1470308	Thay Kok Lim	25Th Floor, Wisma Genting Jalan Sultan Ismail Kuala Lumpur N8 50250	No	No	No	No
1788489	Berhad Genting	14Th Floor, Wisma Genting Jalan Sultan Ismail Kuala Lumpur N8 50250	No	No	No	No
1872884	Ltd Dragasac	C/O 24Th Floor, Wisma Genting Jalan Sultan Ismail Kuala Lumpur N8 50250	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2024-01-12	21,410,983	$0.25	51,473,762	No	4	P	Indirect	By Dragasac Limited

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By Dragasac Limited

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Warrants (Right to Buy)	Acquisiton	2024-01-12	5,352,746	$0.13	5,352,746	$0.25
Class A Common Stock	Warrants (Right to Buy)	Disposition	2024-01-12	6,529,818	$0.00	6,529,818	$6.77
Class A Common Stock	Warrants (Right to Buy)	Acquisiton	2024-01-12	6,529,818	$0.00	6,529,818	$0.25
Class A Common Stock	Warrants (Right to Buy)	Acquisiton	2024-01-12	16,500,000	$0.13	16,500,000	$0.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
5,352,746	2024-01-16	2029-01-16	No	4	P	Indirect
0	2021-07-16		No	4	J	Indirect
6,529,818	2024-01-16	2030-03-16	No	4	J	Indirect
16,500,000	2024-01-16	2029-01-16	No	4	P	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	36,145	Direct

Footnotes

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.