CELU Celularity Inc

Celularity, Inc. (Nasdaq: CELU; CELUW) (“Celularity”), a biotechnology company developing allogeneic cell therapies and advanced biomaterial products, today announced that its Board of Directors has approved a 1-for-10 reverse stock split of its Class A common stock, to be effective at 5:00 p.m. Eastern Standard Time, Wednesday, February 28, 2024. Celularity’s Class A common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market on Thursday, February 29, 2024, under the current trading symbol, “CELU.” The reverse stock split was approved by Celularity’s stockholders on February 22, 2024, and is intended to increase the per share trading price of its Class A common stock to enable Celularity to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market.

According to Robert J. Hariri, M.D., Ph.D., Chairman, CEO and Founder, “This action is intended to bring our share price back into compliance with Nasdaq listing requirements, as well as nearing a price point for institutions, while minimizing the effect on our trading volume as much as practicable. In line with our earlier announcements about expected revenue growth in our advanced biomaterial products and biobanking businesses, I believe this is another step on the pathway to rebuilding value and achieving greater visibility to a broader community of investors.”

The 1-for-10 reverse stock split will automatically convert 10 current shares of Celularity’s Class A common stock into one new share of Class A common stock. No fractional shares will be issued in connection with the reverse stock split. In lieu of issuing fractional shares, stockholders of record who otherwise would be entitled to receive fractional shares will be entitled to receive a cash payment. The reverse split will reduce the number of shares of outstanding Class A common stock from 217,828,609 shares to approximately 21,782,861 shares (before elimination of fractions). Proportional adjustments also will be made to the exercise prices of Celularity’s outstanding stock options and warrants, and to the number of shares issued and issuable under Celularity’s stock incentive plans and employee stock purchase plan. Accordingly, the public and private warrants that are currently traded under the ticker symbol “CELUW” will be proportionally adjusted such that every 10 shares of Common Stock that may be purchased pursuant to the warrants immediately prior to the reverse stock split now represent one share of Common Stock that may be purchased immediately following the reverse stock split. Correspondingly, the exercise price per share of Class A common stock attributable to such warrants immediately prior to the reverse stock split has been proportionately increased, such that the exercise price immediately following the reverse stock split is $115. The number of Class A shares of common stock subject to the warrants is proportionately decreased by 10 times, to an aggregate of 1,437,448 shares.

Continental Stock Transfer and Trust, Celularity’s transfer agent, will act as the exchange agent for the reverse stock split. Stockholders of record are not required to take any action to receive post-split shares in book-entry form. Stockholders owning shares through a bank, broker, custodian or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to the holding entity’s particular processes; such stockholders will not be required to take any action in connection with the reverse stock split. However, these banks, brokers, custodians or other nominees may have different procedures than registered stockholders for processing the reverse stock split. If a stockholder holds shares of common stock with a bank, broker, custodian or other nominee and has any questions in this regard, stockholders are encouraged to contact their bank, broker, custodian or other nominee for more information.

In connection with the reverse stock split, the CUSIP number for Celularity’s post-split Class A common stock will change to 151190 204. The CUSIP for the publicly traded warrants will not change.

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 in this press release include statements regarding Celularity’s expectations regarding the effect of the reverse stock split and its continued listing on Nasdaq, as well as its ability to rebuild value and achieving greater visibility to a broader community of investors. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including but not limited to: the risks associated with the Celularity’s current liquidity as well as developments relating to the Celularity’s competitors and industry, along with those risk factors set forth under the caption “Risk Factors” in The 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.

For more information, please contact:

Celularity, Inc.Carlos Ramirez, Senior Vice President Carlos.ramirez@celularity.com