SCHEDULE 13D/A: Celularity Inc. Sees Major Shareholder Dragasac Limited Increase Stake Through Warrant Exercise

Dragasac Limited, a key investor in Celularity Inc., has significantly increased its beneficial ownership to 26.8% by exercising warrants at a discounted price, injecting nearly $2.5 million into the company.

Summary

• Celularity Inc. amended and restated two sets of warrants held by Dragasac Limited on January 24, 2025.
• The exercise price for both the Second Amended Dragasac Warrants (for 652,981 shares) and the Amended New Dragasac Warrants (for 535,274 shares) was adjusted from $2.4898 per share to $2.07 per share.
• This adjusted exercise price represents a 10% discount from Celularity's closing price on January 23, 2025.
• Dragasac Limited fully exercised these warrants on a cash basis on January 24, 2025, acquiring an aggregate of 1,188,255 Class A Common Shares.
• The total purchase price paid by Dragasac Limited for these shares was $2,459,687.85.
• Following the exercise, Dragasac Limited beneficially owns 6,335,630 Common Shares, representing approximately 26.8% of the outstanding Class A Common Stock.
• Other related entities and individuals also hold significant beneficial ownership: Resorts World Inc Pte. Ltd. (13.2% with 3,600,000 shares from exercisable warrants), Genting Berhad (36.4% with 9,935,630 shares), and Lim Kok Thay (36.4% with 9,938,161 shares).

Sentiment

Score: 6

Explanation: The sentiment is moderately positive. The capital infusion is beneficial for the company's liquidity, and the increased stake by a major shareholder suggests continued confidence. However, the discounted exercise price could be viewed as slightly dilutive for existing shareholders. The document is purely transactional and lacks operational or strategic updates that could significantly sway sentiment.

Positives

• Celularity Inc. received a capital infusion of $2,459,687.85 from the warrant exercise, strengthening its cash position.
• A significant existing shareholder, Dragasac Limited, increased its stake, potentially indicating continued confidence in the company's prospects.

Negatives

• The exercise price of $2.07 per share, being a 10% discount from the closing price on January 23, 2025, could be dilutive to existing shareholders who did not participate in the warrant exercise.

Risks

• The acquisition of shares pursuant to the warrants involves a high degree of risk, and holders acknowledge they are able to bear the economic risk and suffer a complete loss of their investment.
• There are no assurances that the value of the Class A Common Stock will increase, and its value may significantly depreciate over time.
• The Company has not made any representations or warranties as to whether the Exercise Price is a fair value for such shares, nor does it take a position on the fairness of the Exercise Price or the future prospects and valuation of the Company.
• The securities evidenced by the warrants have not been registered under the Securities Act of 1933 and may not be sold, transferred, assigned, or hypothecated unless an effective registration statement exists, an exemption from registration applies, or the Company otherwise satisfies itself that the transaction is exempt.

Future Outlook

The document primarily details a past transaction (warrant amendment and exercise) and does not provide explicit forward-looking statements or guidance regarding the company's future operations, financial performance, or strategic plans beyond the terms of the warrants themselves.

Management Comments

• Robert J. Hariri, CEO of Celularity Inc., signed the warrant documents, but no specific commentary or statements from management were provided within the filing.

Industry Context

This filing is a specific corporate finance event related to a significant shareholder's investment. It does not provide information to analyze broader industry trends or competitive positioning within the biotechnology or cell therapy sectors.

Corporate Governance

Related Party Transactions

• The amendment and exercise of warrants involve Dragasac Limited, a company incorporated in the Isle of Man, which is a significant beneficial owner of Celularity Inc. shares (26.8% post-exercise).
• Other related entities, Resorts World Inc Pte. Ltd., Genting Berhad, and Lim Kok Thay, also hold significant beneficial ownership, indicating a concentrated ownership structure and potential related party influence over the company.

Stakeholder Impact

• **Shareholders**: The exercise of warrants at a discounted price could lead to dilution for existing shareholders. However, the capital infusion strengthens the company's balance sheet.
• **Company (Celularity Inc.)**: Receives a cash infusion of nearly $2.5 million, which can be used for operations or other corporate purposes, potentially aiding its financial stability and development efforts.
• **Dragasac Limited**: Increases its ownership stake and influence in Celularity Inc. at a favorable exercise price, solidifying its position as a major investor.

Next Steps

• The Company is required to reserve and keep available a sufficient number of authorized but unissued Class A Common Stock shares to permit the full exercise of all outstanding warrants.
• Future federal and state securities filings may be necessary in connection with the issuance or exercise of these warrants.

Key Dates

Keywords

Celularity Inc., Dragasac Limited, Warrant Exercise, Class A Common Stock, SEC Filing, Schedule 13D/A, Beneficial Ownership, Capital Raise, Equity Financing, Share Dilution, Investment, Biotechnology, Cell Therapy