[Form 4] Celularity Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Celularity Inc. (CELU) filed a Form 4 disclosing multiple warrant transactions dated 24 Jul 2025 involving 10 % owner Lim Kok Thay, Genting Berhad, and their affiliate Resorts World Inc Pte. Ltd. ("RWI"). Six existing warrants covering 3.0 million Class A shares were amended; the exercise price on each was reset to $2.844—a 10 % discount to the share price on the transaction date.

The issuer simultaneously granted RWI a new warrant for 500,000 shares on identical terms. In addition, Mr. Lim purchased a $6.812 million promissory note (2 % interest, maturity 21 Mar 2026). As consideration, he received a warrant for 3.7 million shares at an exercise price of $2.528, representing a 20 % discount. This warrant is exercisable for five years after Committee on Foreign Investment in the United States (CFIUS) clearance—or immediately if clearance is not required.

After these actions, RWI reports indirect beneficial ownership of warrants on 7.15 million shares, while Mr. Lim directly holds the 3.7 million-share warrant. Genting Berhad and Mr. Lim each disclaim beneficial ownership except to the extent of their pecuniary interests.

Positive

• $6.812 million promissory note supplies low-interest (2 %) funding through March 2026.
• Insider participation by a 10 % owner suggests continued commitment to the issuer.

Negative

• Affiliates received 7.65 million warrants at 10–20 % below market price, increasing potential dilution.
• Large warrant overhang could pressure future share valuation once exercisable.

Insights

Securities Analyst

TL;DR: Insider provides $6.8 M financing; receives 7 M+ discounted warrants—liquidity boost but higher potential dilution.

The filing shows Celularity securing low-cost capital (2 % note) from a major insider, easing near-term cash needs without immediate equity issuance. However, the amended and new warrants give affiliated parties rights to acquire up to 7.65 million shares at 10–20 % below the 24 Jul 2025 market price, expanding fully-diluted share count if exercised. While insider participation can signal confidence, the sizable warrant overhang and discounted strike prices introduce dilution risk for existing shareholders. Overall impact appears balanced.

Corporate Governance Expert

TL;DR: Warrant repricing and related-party note are permissible yet heighten governance scrutiny.

The amendments and issuances arise from a February 2025 binding term sheet. Because Genting Berhad and Lim Kok Thay control RWI, the transactions are related-party deals that demand transparent disclosure—which this Form 4 provides. Setting strike prices below market (10–20 % discount) is contractually permitted but may draw investor concern over preferential terms. The CFIUS contingency on the 3.7 million-share warrant adds regulatory complexity but protects company optionality. From a governance lens, adequate disclosure mitigates risk, but board independence in approving these terms will be a focal point for shareholders.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lim Kok Thay

(Last) (First) (Middle)

25TH FLOOR, WISMA GENTING

JALAN SULTAN ISMAIL

(Street)

KUALA LUMPUR N8 50250

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Celularity Inc [ CELU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Warrants (Right to Buy)	$8.1	07/24/2025		J(1)(2)			300,000	06/20/2023	06/20/2028	Class A Common Stock	300,000	(1)(2)	0	I	By Resorts World Inc Pte. Ltd.(3)
Warrants (Right to Buy)	$2.844	07/24/2025		J(1)(2)		300,000		06/20/2023	06/20/2028	Class A Common Stock	300,000	(1)(2)	300,000	I	By Resorts World Inc Pte. Ltd.(3)
Warrants (Right to Buy)	$5.895	07/24/2025		J(1)(2)			300,000	03/13/2024	06/20/2028	Class A Common Stock	300,000	(1)(2)	0	I	By Resorts World Inc Pte. Ltd.(3)
Warrants (Right to Buy)	$2.844	07/24/2025		J(1)(2)		300,000		03/13/2024	06/20/2028	Class A Common Stock	300,000	(1)(2)	300,000	I	By Resorts World Inc Pte. Ltd.(3)
Warrants (Right to Buy)	$2.988	07/24/2025		J(1)(2)			1,350,000	07/15/2024	07/15/2029	Class A Common Stock	1,350,000	(1)(2)	0	I	By Resorts World Inc Pte. Ltd.(3)
Warrants (Right to Buy)	$2.844	07/24/2025		J(1)(2)		1,350,000		07/15/2024	07/15/2029	Class A Common Stock	1,350,000	(1)(2)	1,350,000	I	By Resorts World Inc Pte. Ltd.(3)
Warrants (Right to Buy)	$2.844	07/24/2025		J(2)(4)		500,000		07/24/2025	07/24/2030	Class A Common Stock	500,000	(4)	500,000	I	By Resorts World Inc Pte. Ltd.(3)
Warrants (Right to Buy)	$2.528	07/24/2025		J(2)(5)		3,700,000		(6)	(6)	Class A Common Stock	3,700,000	(5)	3,700,000	D

1. Name and Address of Reporting Person^*

Lim Kok Thay

(Last) (First) (Middle)

25TH FLOOR, WISMA GENTING

JALAN SULTAN ISMAIL

(Street)

KUALA LUMPUR N8 50250

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Genting Berhad

(Last) (First) (Middle)

14TH FLOOR, WISMA GENTING

JALAN SULTAN ISMAIL

(Street)

KUALA LUMPUR N8 50250

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Resorts World Inc Pte. Ltd.

(Last) (First) (Middle)

3 LIM TECK KIM RD

#09-02, GENTING CENTRE

(Street)

SINGAPORE U0 088934

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

Explanation of Responses:

1. The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025.

2. Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "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, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

3. These warrants are held by Resorts World Inc Pte. Ltd. ("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.

4. On July 24, 2025, the Issuer issued to RWI a new warrant to purchase up to 500,000 shares of the Issuer's Class A Common Stock at an exercise price of $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the Term Sheet.

5. In connection with Mr. Lim's purchase of a promissory note from the Issuer with an aggregate principal amount of $6,812,230, that bears interest at 2% per annum and has a maturity date of March 21, 2026, Mr. Lim received from the Issuer a warrant to purchase up to 3.7 million shares of the Issuer's Class A Common Stock, at an exercise price of $2.528 per share, which represents a 20% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025.

6. This warrant is exercisable for five (5) years from (i) the date Mr. Lim receives clearance from the Committee on Foreign Investment in the United States ("CFIUS"), if such clearance is required for Mr. Lim to exercise this warrant, or (ii) the issuance date (July 21, 2025), if CFIUS clearance is not required for Mr. Lim to exercise this warrant.

	/s/ Lim Kok Thay	07/28/2025
	Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary	07/28/2025
	Resorts World Inc Pte. Ltd. By: /s/ Hiu Woon Yau, Director	07/28/2025
	** Signature of Reporting Person	Date
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FAQ

How many Celularity (CELU) warrants were newly issued or repriced?

7.65 million warrants—3 million repriced, 500 k newly issued, and 3.7 million issued with the promissory note.

What are the exercise prices of the warrants disclosed in the Form 4?

Repriced and new warrants: $2.844; promissory-note warrant: $2.528 per share.

Why did Celularity issue a 3.7 million-share warrant?

It was consideration for Lim Kok Thay’s purchase of a $6.812 M promissory note bearing 2 % interest, maturing 21 Mar 2026.

When do the new warrants expire?

Expiration dates range from 20 Jun 2028 to 24 Jul 2030; the 3.7 M warrant is exercisable for five years after CFIUS clearance or from 21 Jul 2025.

Who holds the warrants after the transactions?

All warrants are held by Resorts World Inc Pte. Ltd.; Genting Berhad and Lim Kok Thay indirectly own 50 % each, with disclaimers on beneficial ownership.