Celularity (CELU) Files for 4.63M Share and Warrant Offering

Celularity (NASDAQ: CELU) has filed the following:

We are offering up to 4,629,629 shares of our Class A common stock at an assumed public offering price of $2.16 per share, the last reported sale price of our Class A common stock as reported on The Nasdaq Capital Market on February 7, 2025. The actual public offering price per share of Class A common stock will be determined between us and the underwriters at the time of pricing and may be at a discount to this assumed offering price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

We are also offering up to 4,629,629 pre-funded warrants (each a “Pre-funded Warrant”) to purchase up to 4,629,629 shares of our Class A common stock, exercisable at an exercise price of $0.001 per share, to those purchasers whose purchase of Class A common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding Class A common stock immediately following the consummation of this offering. The purchase price of each Pre-funded Warrant is equal to the price per share of Class A common stock being sold to the public in this offering, minus $0.001. The Pre-funded Warrants will be immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full. For each Pre-funded Warrant we sell, the number of shares of Class A common stock that we are offering will be decreased on a one-for-one basis.

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