SEC Form SC 13D/A filed by Celularity Inc. (Amendment)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

c/o Tan Kong Han

Dragasac Limited

25th Floor, Wisma Genting, Jalan Sultan Ismail, 50250

Kuala Lumpur, Wilayah Persekutuan, Malaysia

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1	NAMES OF REPORTING PERSONS
	Dragasac Limited
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Isle of Man
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			6,335,630 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			6,335,630 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,335,630 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	27.6% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1. This amount includes 1,188,255 Common Shares that the Reporting Person has the right to acquire upon exercise of warrants.

2. Calculation is based on the sum of (i) 21,782,861 Common Shares that were expected to be outstanding following the Reverse Stock Split (as defined herein), based on information reported in the Issuer’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2024, plus (ii) 1,188,255 Common Shares issuable to the Reporting Person upon exercise of warrants, which have been added to the Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

1	NAMES OF REPORTING PERSONS
	Resorts World Inc Pte. Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Singapore
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			2,250,000 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			2,250,000 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	2,250,000 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.4% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

1. This amount includes 2,250,000 Common Shares that the Reporting Person has the right to acquire upon exercise of warrants.

2. Calculation is based on the sum of (i) 21,782,861 Common Shares that were expected to be outstanding following the Reverse Stock Split, based on information reported in the Issuer’s current report on Form 8-K filed with the SEC on February 26, 2024, plus (ii) 2,250,000 Common Shares issuable to the Reporting Person upon exercise of warrants, which have been added to the Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

1	NAMES OF REPORTING PERSONS
	Genting Berhad
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Malaysia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			8,585,630 (1)
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			8,585,630 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,585,630 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.0% (2)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO, HC

1. This amount includes (i) 1,188,255 Common Shares that Dragasac has the right to acquire upon exercise of warrants and (ii) 2,250,000 Common Shares that RWI has the right to acquire upon exercise of warrants.

2. Calculation is based on the sum of (i) 21,782,861 Common Shares that were expected to be outstanding following the Reverse Stock Split, based on information reported in the Issuer’s current report on Form 8-K filed with the SEC on February 26, 2024, plus (ii) 3,438,255 Common Shares issuable to Dragasac and RWI upon exercise of warrants, which have been added to the Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

1	NAMES OF REPORTING PERSONS
	Lim Kok Thay
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Malaysia
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			41,536 (1)
		8	SHARED VOTING POWER
			8,585,630 (2)
		9	SOLE DISPOSITIVE POWER
			41,536 (1)
		10	SHARED DISPOSITIVE POWER
			8,585,630 (2)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	8,627,166 (1)(2)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	34.2% (3)
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN, HC

1.  This amount includes 37,921 Common Shares that Mr. Lim has the right to acquire upon exercise of stock options previously granted to Mr. Lim in connection with his role as a director of the Issuer.

2. This amount includes (i) 1,188,255 Common Shares that Dragasac has the right to acquire upon exercise of warrants and (ii) 2,250,000 Common Shares that RWI has the right to acquire upon exercise of warrants.

3. Calculation is based on the sum of (i) 21,782,861 Common Shares that were expected to be outstanding following the Reverse Stock Split, based on information reported in the Issuer’s current report on Form 8-K filed with the SEC on February 26, 2024, plus (ii) 3,438,255 Common Shares issuable to Dragasac and RWI upon exercise of warrants, and (iii) 37,921 Common Shares issuable to Mr. Lim upon exercise of stock options previously granted to Mr. Lim in connection with his role as a director of the Issuer, each of (ii) and (iii) having been added to the Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

EXPLANATORY NOTE

 

Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 3 to the Schedule 13D (“Amendment No. 3”) amends certain items of the Schedule 13D filed with the SEC on July 26, 2021 (the “Original Schedule 13D”), as amended and supplemented by Amendment No. 1 filed with the SEC on June 22, 2023 and Amendment No. 2 filed with the SEC on January 17, 2024 (collectively, the “Schedule 13D”), relating to the Class A Common Stock, par value $0.0001 per share (the “Common Shares”), of Celularity, Inc. (the “Issuer”). All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a - c), (f) This Schedule 13D is being filed by the following persons (each a “Reporting Person” and together the “Reporting Persons”):

 

 

Item 3 of the Schedule 13D is hereby amended and supplemented as follows:

 

On March 13, 2024, RWI and the Issuer entered into a forbearance agreement (the “Forbearance Agreement”) pursuant to which RWI agreed, subject to certain limited exceptions, not to exercise its rights and remedies upon the occurrence of any default under the Loan Agreement (as defined in Amendment No. 1), as amended by the Amended Loan Agreement (as defined in Amendment No. 1) and the Second Amended Loan Agreement (as defined in Amendment No. 2) (collectively, the “RWI Loan Agreement”), until the earlier of (a) the Issuer’s obligations in respect of a $3.15 million convertible promissory note (the “Promissory Note”) between the Issuer and YA II PN, Ltd. have been paid in full, or (b) March 13, 2025 (the “Forbearance”). Pursuant to the Forbearance Agreement, RWI also consented to the Issuer’s incurrence of indebtedness under the Promissory Note and to the cash payments required to be made under the Promissory Note and any related documentation, and the Issuer agreed to increase the interest rate on the loan outstanding under the RWI Loan Agreement by 100 basis points.

As consideration for RWI entering into the Forbearance Agreement, the Issuer issued a warrant to RWI to acquire up to 300,000 Common Shares (the “Forbearance Warrant”). The Forbearance Warrant is immediately exercisable (or, if RWI reasonably determines in its sole discretion that clearance from CFIUS is required, the date of such clearance from CFIUS) at an exercise price of $5.895 per Common Share (and can be exercised on a cashless basis) and expires on June 20, 2028.

 

The foregoing summary of each of the Forbearance Agreement and the Forbearance Warrant does not purport to be complete and is qualified in its entirety by reference to the full text of each of the Forbearance Agreement and the Forbearance Warrant, each of which is attached hereto as an exhibit to this Amendment No. 3 and is incorporated by reference.

 

 

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

 

The response to Item 3 of this Amendment No. 3 is incorporated by reference herein.

 

 

Item 5(a)-(c) of the Schedule 13D is hereby amended and supplemented as follows:

 

(a)-(b) As of the date hereof, Dragasac may be deemed to beneficially own 6,335,630 Common Shares, or approximately 27.6% of the Common Shares outstanding. This amount includes (i) 5,147,375 Common Shares held directly by Dragasac and (ii) 1,188,255 Common Shares that Dragasac has the right to acquire upon exercise of warrants.

 

As of the date hereof, RWI may be deemed to beneficially own 2,250,000 Common Shares, or approximately 9.4% of the Common Shares outstanding, which consists entirely of Common Shares that RWI has the right to acquire upon exercise of warrants.

 

 

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

 

The response to Item 3 of this Amendment No. 3 is incorporated by reference herein.

 

Except as otherwise set forth in the Schedule 13D, as amended by this Amendment No. 3, there are no contracts, arrangements, understandings, or relationships between the Reporting Persons named in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

 

Item 7 of the Schedule 13D is hereby amended and supplemented as follows:

 

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