CELU Celularity Inc

Celularity Inc. (Nasdaq: CELU) (the “Company), a biotechnology company developing allogeneic cell therapies and biomaterial products, today announced that it closed two financing transactions totaling $21 million in gross proceed.

As detailed in the Form 8-K filed by the Company, one of the two financing transactions is a securities purchase agreement with the Company’s largest investor, Dragasac Limited (“Dragasac”) providing for the private placement of shares of Celularity Class A common stock and accompanying warrants for an aggregate purchase price of approximately $6 million. The other financing transaction is an agreement amending and restating the Company’s previously announced senior secured loan agreement with Resorts World Inc Pte Ltd. (“RWI”) for an additional loan of $15.0 million. Both the Dragasac private placement and the RWI senior secured loan agreement closed on January 16, 2024.

According to Robert J. Hariri, M.D., Ph.D., Chairman, Chief Executive Officer, and founder, “These transactions are important in two fundamental ways. First, both Dragasac and RWI increased their existing financial stakes in Celularity, Dragasac through the $6 million private placement and RWI through the $15 million amended and restated senior secured loan. Second, the transactions together infused $21 million of fresh capital into Celularity, which we will apply to strengthen our balance sheet and for other purposes. Importantly, this capital infusion allowed us last week to repay in full all outstanding amounts owed to Yorkville under the September 15, 2022, YA II PN, Ltd. pre-paid advance agreement. We aligned with Dragasac and RWI around other uses intended further to strengthen our balance sheet and provide working capital. Along with revenue from our advanced biomaterial products and biobanking businesses, contract manufacturing operations, and cell therapy research collaborations, I believe the $21 million in new capital from these financing transactions has repositioned Celularity financially going into what I am optimistic will be a positive year in 2024,” Hariri added.

Tan Sri Lim Kok Thay, Chairman and Chief Executive of Genting Berhad, the parent company of Dragasac, commented, “We believe Celularity’s platform businesses in cellular medicine, advanced biomaterial products, and biobanking each have significant growth opportunities, both in the United States as well as in Asia, where there is a large and rapidly growing market for regenerative medicine. Having now improved Celularity’s balance sheet and provided additional working capital, we look for Celularity in 2024 to concentrate on growing its operating revenue and to capitalize on opportunities like those we see in the United States and Asia.”

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, as well as within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and the negative of terms like these or other comparable terminology, and other words or terms of similar meaning. The forward-looking statements include express or implied statements regarding Celularity’s approach to cellular and regenerative medicine, its expected net sales, its ability to build and maintain sales momentum over prior periods, the advancement of its biomaterial pipeline and new product launches, the ability to expand its products into new markets and indications, its ability to position itself as a regenerative medicine innovator in the emerging science of aging and longevity, among others. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including but not limited to the risk that the research collaboration with Regeneron is unsuccessful; the inherent risks in biotechnological development; the regulatory status of its biomaterial and cell therapy products; Celularity’s ability to develop and maintain sales and marketing capabilities, whether alone or with potential future collaborators; the risks associated with Celularity’s current liquidity as well as developments relating to Celularity’s competitors and industry, along with those risk factors set forth under the caption “Risk Factors” in Celularity’s annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 31, 2023, and other filings with the SEC. If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Celularity does not presently know, or that Celularity currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, these forward-looking statements reflect Celularity’s current expectations, plans, or forecasts of future events and views as of the date of this communication. Subsequent events and developments could cause assessments to change. Accordingly, forward-looking statements should not be relied upon as representing Celularity’s views as of any subsequent date, and Celularity undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Celularity Investor Contact:

Carlos Ramirez, Senior Vice PresidentCelularity Inc.Carlos.ramirez@celularity.com