Celularity retires $41.6 million senior secured debt through IP sale

Celularity Inc. (NASDAQ: CELU) completed a balance sheet restructuring that eliminated all of its senior secured debt totaling $41.6 million, the regenerative medicine company announced.

The company retired $32.0 million in principal debt and $9.6 million in accrued interest owed to two senior secured lenders: Resorts World Inc. Pte. Ltd. and C.V. Starr and Co., Inc.

To accomplish the debt elimination, Celularity entered into an Asset Purchase Agreement with Celeniv Pte. Ltd., a Singapore entity formed by Resorts World Inc. and Tan Sri Dato Lim Kok Thay, former Celularity director and executive chairman of Genting Group. Under the agreement, Celularity sold its intellectual property assets to Celeniv for $33,812,230.

Simultaneously, Celularity signed a License Agreement with Celeniv to license back the intellectual property on an exclusive basis for an initial five-year term, renewable for additional five-year periods. The company must make quarterly license payments based on the value of the sold assets and holds an exclusive five-year option to repurchase the intellectual property.

The proceeds from the asset sale were used to retire a $27 million senior secured loan from Resorts World Inc. and a $6.8 million promissory note from Lim that had been assigned to Celeniv. Earlier, Celularity had used part of the promissory note proceeds to retire its senior secured loan from C.V. Starr.

The company also completed an internal restructuring, establishing wholly owned operating subsidiaries for its four commercial businesses: advanced biomaterial products, longevity-focused cell therapy, biobanking, and contract development and manufacturing.

"We successfully monetized Celularity's intellectual property assets to retire the Company's senior secured debt in its entirety while retaining exclusive use of the assets," said Robert J. Hariri, chairman and CEO.

The senior secured debt was scheduled for repayment in February 2026, according to the company statement.

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