Celularity Inc. Announces $30 Million Private Placement Priced At-The-Market Under Nasdaq Rules
May 18 2022 - 8:30AM
Celularity Inc. (Nasdaq: CELU) (“
Celularity”), a
clinical-stage biotechnology company developing placental-derived
off-the-shelf allogeneic cell therapies, today announced that it
has entered into a definitive agreement with a single
healthcare-focused institutional investor for the purchase and sale
of 4,054,055 shares of its Class A common stock at a purchase price
of $7.40 per share and warrants to purchase 4,054,055 shares of its
Class A common stock at an exercise price of $8.25 per share
(together the “
Securities”) in a private placement
priced at-the-market under Nasdaq rules, resulting in total gross
proceeds of approximately $30.0 million before deducting placement
agent commissions and other estimated offering expenses. The
warrants will be exercisable immediately after the date of issuance
and will expire five years following the initial issuance date. The
closing of the offering and sale of the Securities is expected to
occur on or about May 20, 2022, subject to the satisfaction of
customary closing conditions.
A.G.P./Alliance Global Partners is acting as the
sole placement agent for the offering. The offer and
sale of the foregoing Securities are being made in a transaction
not involving a public offering and the Securities have not been
registered under the Securities Act of 1933, as amended (the
“Securities Act”), or applicable state securities
laws. Accordingly, the Securities may not be offered or sold in the
United States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state
securities laws. Under an agreement with the investors, the Company
agreed to file a registration statement with the Securities and
Exchange Commission (the “SEC”) covering the
resale of the shares of Class A common stock to be issued to
the investors (including the shares of Class A common stock
issuable upon the exercise of the warrants) no later than 10 days
after the closing and to use commercially reasonable efforts to
have the registration statement declared effective as promptly as
practical thereafter, and in any event no later than 45 days in the
event of a “full review” by the SEC.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these Securities, nor
shall there be any sale of these Securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About Celularity
Celularity, Inc. (Nasdaq: CELU) headquartered in
Florham Park, N.J., is a clinical stage biotechnology company
leading the next evolution in cellular medicine by developing
allogeneic cryopreserved off-the-shelf placental-derived cell
therapies, including therapeutic programs using unmodified natural
killer (NK) cells, genetically-modified NK cells, T cells
engineered with a CAR (CAR T-cells), and mesenchymal-like adherent
stromal cells (ASCs) targeting indications in cancer, infectious
and degenerative diseases. In addition, Celularity develops and
manufactures innovative biomaterials also derived from the
postpartum placenta. Celularity believes that by harnessing the
placenta’s unique biology and ready availability, it can develop
therapeutic solutions that address significant unmet global needs
for effective, accessible, and affordable therapies.
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. Forward-looking
statements may include, but are not limited to, statements
regarding our expectations, hopes, beliefs, intentions, or
strategies regarding the future. 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
“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 the
anticipated closing of the offering, as well as statements
regarding Celularity’s ability to develop therapeutic solutions
that address significant unmet global needs for effective,
accessible, and affordable therapies, among others. 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 meeting closing conditions,
the inherent risks in development of cellular therapeutics,
including with respect to the development of novel cellular
therapies, and the clinical trial and regulatory approval process;
and risks associated with developments relating to Celularity’s
competitors and industry, along with those risk factors set forth
under the caption “Risk Factors” in Celularity’s annual report on
Form 10-K filed with the Securities and Exchange Commission (SEC)
on March 31, 2022 and other filings with the SEC. These risks and
uncertainties may be amplified by the COVID- 19 pandemic. 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.
Celularity Investor Contacts:
Carlos Ramirez, SVP Investor
RelationsCelularitycarlos.ramirez@celularity.com
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