Celularity Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement
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Item 1.02 Termination of a Material Definitive Agreement
As previously disclosed on January 3, 2025, Celularity Inc. (the “Company”) announced that it had entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of (i) 1,263,157 shares of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”) and (ii) warrants (the “Common Warrants”) to purchase up to 1,263,157 shares of the Company’s Common Stock, at a purchase price of $2.375 per share of Common Stock and accompanying warrants.
On January 23, 2025, the Company notified the Purchaser that pursuant to Section 5.1 of the Purchase Agreement, the Purchase Agreement had expired and due to non-receipt by the Company of the subscription amount, the Private Placement would not be consummated.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELULARITY INC. | ||
| Dated: January 24, 2025 | ||
| By: | /s/ Robert J. Hariri | |
| Name: | Robert J. Hariri, M.D., Ph.D. | |
| Title: | Chairman and CEO | |
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