Celularity Inc. Announces $3 Million Registered Direct Offering
27 Juli 2023 - 3:07PM
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 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 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
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 statements 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 Celularity’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 OfficerCelularity
Inc.paul.graves@celularity.com
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