UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement
On July 21, 2025, Celularity Inc. (the “Company”) issued a promissory note in the aggregate principal amount of $6,812,230 (the “Note”) to an investor (the “Investor”). In addition, the Investor received a warrant to purchase 3,700,000 shares of Class A common stock of the Company (the “Warrant”). The Warrant is exercisable at $2.528 per share for five (5) years from the date of issuance ( or if Purchaser reasonably determines in its sole discretion that clearance from the Committee on Foreign Investment in the United States is required for the Warrant exercise, five (5) years from the date of such clearance).
The Note bears interest at 2% per annum and has a maturity date of March 21, 2026. In addition, the Note is secured by a security interest on all of the Company’s assets. The Company has agreed with the Purchaser that a portion of the net proceeds from the issuance of the Note will be used to fully settle the principal and all accrued interest of the loan from C.V. Starr & Co. (“Starr”) pursuant to the loan agreement between the Company and Starr dated March 17, 2023.
The foregoing descriptions of terms and conditions of the Note and the Warrant do not purport to be complete and are qualified in their entirety by the full text of the form of Note and form of Warrant, which are attached hereto as Exhibits 10.1 and 10.2, respectively.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Promissory Note | |
| 10.2 | Form of Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CELULARITY INC. | ||
| Dated: August 1, 2025 | ||
| By: | /s/ Robert J. Hariri | |
| Name: | Robert J. Hariri, M.D., Ph.D. | |
| Title: | Chairman and CEO | |
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