Celularity Inc. Announces $6 Million Registered Direct Offering

Rhea-AI Summary

Celularity Inc. (Nasdaq: CELU) has announced a registered direct offering of approximately 9.23 million shares of its Class A common stock, alongside warrants to purchase an equivalent number of shares, at a combined price of $0.65 per share. The offering is expected to generate around $6 million in gross proceeds before expenses. The exercise price of the warrants is set at $0.75, with a six-month post-issuance exercise window and a five-year expiration. Existing warrants will also be amended to lower their exercise price to $0.75. The transaction is scheduled to close around April 10, 2023, pending customary conditions.

Positive

• The offering is expected to yield approximately $6 million in gross proceeds, which can be used for operational growth.
• Amendment of existing warrants reduces their exercise price to $0.75, potentially increasing their attractiveness to investors.

Negative

• The offering may lead to shareholder dilution due to the significant number of shares being issued.
• Existing warrants with a higher exercise price will be amended, which may indicate pressure on stock valuation.

FLORHAM PARK, N.J., April 05, 2023 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity”), a biotechnology company developing placental-derived allogeneic cell therapies and biomaterial products, today announced that it has entered into a definitive agreement with a single, healthcare-focused institutional investor for the purchase and sale of 9,230,770 shares of its Class A common stock together with warrants to purchase up to 9,230,770 shares of its Class A common stock at a combined purchase price of $0.65 per share and accompanying warrant (together the “Securities”), pursuant to a registered direct offering resulting in total gross proceeds of approximately $6 million before deducting placement agent commissions and other estimated offering expenses. The warrants will have an exercise price of $0.75, will be exercisable beginning six months after the date of issuance and will expire five years following the initial exercise date. The closing of the offering and sale of the Securities is expected to occur on or about April 10, 2023, subject to the satisfaction of customary closing conditions.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.
  
This offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No 333-266786) previously filed with the U.S. Securities and Exchange Commission (the "SEC"). A prospectus supplement describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement may be obtained, when available, from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

Celularity has also agreed that certain existing warrants to purchase up to an aggregate of 4,054,055 shares at an exercise price of $8.25 per share, and a termination date of May 20, 2027, will be amended, effective upon the closing of the offering, so that the amended warrants will have a reduced exercise price of $0.75 per share and a termination date of five and one-half years following the closing of the offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these Securities, nor shall there be any sale of these Securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About Celularity 

Celularity Inc. (Nasdaq: CELU) headquartered in Florham Park, N.J., is a biotechnology company leading the next evolution in cellular and regenerative medicine by developing allogeneic cryopreserved off-the-shelf placental-derived cell therapies, including therapeutic programs using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified natural killer (NK) cells. These therapeutic programs target indications in autoimmune, infectious and degenerative diseases, and cancer. In addition, Celularity develops, manufactures, and commercializes innovative biomaterial products also derived from the postpartum placenta. Celularity believes that by harnessing the placenta’s unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and Private Securities Litigation Reform Act, as amended, including those relating to the timing and completion of the proposed offering and other statement that are predictive in nature. These statements may be identified by the use of forward-looking expressions, including, but not limited to, "expect," "anticipate," "intend," "plan," "believe," "estimate," "potential," "predict," "project," "should," "would" and similar expressions and the negatives of those terms. These statements relate to future events and involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by the forward-looking statements. Such factors include the risk factors set forth in the Company's filings with the SEC, including, without limitation, its Annual Report on Form 10-K for the year ended December 31, 2022, its periodic reports on Form 10-Q, and its Current Reports on Form 8-K filed in 2023, as well as the risks identified in the shelf registration statement and the prospectus supplement relating to the offering. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. Celularity undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.

Celularity Contact:
Paul Graves, Chief Communications Officer
Celularity Inc.
paul.graves@celularity.com

FAQ

What is the purpose of Celularity's recent stock offering on April 5, 2023?

Celularity aims to raise approximately $6 million in gross proceeds through the offering, which can support operational growth.

What are the details of the warrants associated with Celularity's stock offering?

The warrants will have an exercise price of $0.75, be exercisable starting six months after issuance, and expire after five years.

How many shares are involved in Celularity's stock offering?

Celularity is offering 9,230,770 shares of its Class A common stock.

When is the expected closing date for Celularity's stock offering?

The offering is expected to close around April 10, 2023.

What impact might the stock offering have on existing shareholders of Celularity (CELU)?

The offering may result in dilution of existing shares due to the large number of new shares being issued.