Celularity Inc. Fails to Complete Private Placement Agreement

Celularity Inc. (NASDAQ: CELU) recently disclosed the termination of a material definitive agreement in an 8-K filing with the Securities and Exchange Commission (SEC) on January 23, 2025. The agreement in question was a securities purchase agreement (the “Purchase Agreement”) between the company and an institutional investor for a private placement of shares and warrants.

The Purchase Agreement involved the issuance and sale of 1,263,157 shares of the company’s Class A common stock and accompanying warrants to purchase up to the same number of shares at a price of $2.375 per share. However, in a notice dated January 23, 2025, Celularity Inc. informed the investor that the agreement had lapsed. As outlined in Section 5.1 of the Purchase Agreement, the private placement could not proceed due to the non-receipt of the subscription amount by the company.

The failure to complete the Private Placement as per the Purchase Agreement marks a significant development for Celularity Inc. and its stakeholders. The company’s decision to terminate the agreement was based on the specified conditions not being met, leading to the non-consummation of the planned transaction.

Celularity Inc., an emerging growth company as defined by Rule 405 of the Securities Act of 1933, remains actively engaged in the healthcare and biotechnology sectors. The company, headquartered in Florham Park, New Jersey, is listed on the Nasdaq Stock Market under the symbols CELU for Class A Common Stock and CELUW for Warrants.

For further details on the termination of the material definitive agreement and other relevant disclosures, interested parties can access the complete SEC filing on the company’s official website or through the SEC’s online database.

Contact:
Celularity Inc.
170 Park Ave, Florham Park
New Jersey, 07932
Phone: (908)768-2170
Email: [email protected]

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Celularity’s 8K filing here.

About Celularity

Celularity Inc, a clinical-stage biotechnology company, develops off-the-shelf placental-derived allogeneic cell therapies for the treatment of cancer, immune, and infectious diseases. It operates through three segments: Cell Therapy, Degenerative Disease, and BioBanking. The company's lead therapeutic programs include CYCART-19, an allogeneic CAR-T cell for the treatment of non-Hodkin's lymphoma (NHL) and mantle cell lymphoma (MCL); CYNK-001, an allogeneic unmodified natural killer cell that is in Phase I/II clinical trial for the treatment of acute myeloid leukemia (AML); and APPL-001, a genetically modified placental-derived mesenchymal-like adherent stromal cell for the treatment of Crohn's disease.