Celularity (CELU) Announces $3 Million Registered Direct Offering of Common Stock, Warrants

July 27, 2023 9:08 AM EDT

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 8,571,428 shares of its Class A common stock together with warrants to purchase up to 8,571,428 shares of its Class A common stock at a combined purchase price of $0.35 per share and accompanying warrant (together the “Securities”), pursuant to a registered direct offering resulting in total gross proceeds of approximately $3 million before deducting placement agent commissions and other estimated offering expenses. The warrants will have an exercise price of $0.35, 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 July 31, 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 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 [email protected].

Celularity also has agreed that certain existing warrants to purchase up to an aggregate of 8,928,572 shares at an exercise price of $0.75 per share and a termination date of October 10, 2028 will be amended, effective upon the closing of the offering, so that the amended warrants will have a reduced exercise price of $0.45 per share.

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

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