Lim Kok Thay bought $5,331,335 worth of shares (21,410,983 units at $0.25) (SEC Form 4)
$CELU
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Celularity Inc [ CELU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/12/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 01/12/2024 | P(1) | 21,410,983 | A | $0.249(1) | 51,473,762 | I | By Dragasac Limited(6) | ||
| Class A Common Stock | 36,145(8) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrants (Right to Buy) | $0.249(9) | 01/12/2024 | P(1) | 5,352,746 | 01/16/2024 | 01/16/2029 | Class A Common Stock | 5,352,746 | $0.125(1) | 5,352,746 | I | By Dragasac Limited(6) | |||
| Warrants (Right to Buy) | $6.77 | 01/12/2024 | J(2) | 6,529,818 | 07/16/2021 | (3) | Class A Common Stock | 6,529,818 | (2) | 0 | I | By Dragasac Limited(6) | |||
| Warrants (Right to Buy) | $0.249(9) | 01/12/2024 | J(2) | 6,529,818 | 01/16/2024 | 03/16/2030 | Class A Common Stock | 6,529,818 | (2) | 6,529,818 | I | By Dragasac Limited(6) | |||
| Warrants (Right to Buy) | $0.249(9) | 01/12/2024 | P(4)(5) | 16,500,000 | 01/16/2024 | 01/16/2029 | Class A Common Stock | 16,500,000 | $0.125 | 16,500,000 | I | By Resorts World Inc Pte. Ltd.(7) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. On January 12, 2024, the Issuer entered into a securities purchase agreement (the "Securities Purchase Agreement") with Dragasac Limited ("Dragasac"), pursuant to which Dragasac agreed to deliver $6.0 million to the Issuer in exchange for 21,410,983 shares of Class A Common Stock and warrants to purchase up to 5,352,746 shares of Class A Common Stock. The actual price for the 21,410,983 shares of Class A Common Stock is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. |
| 2. In connection with the Securities Purchase Agreement, the Issuer amended and restated the terms of the 6,529,818 warrants that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021 in order to adjust the exercise price from $6.77 per share of Class A Common Stock to $0.24898 per share of Class A Common Stock and to extend the expiration date to March 16, 2030. |
| 3. These warrants were scheduled to expire upon the earlier of (i) March 16, 2025, or (ii) the consummation of a change in control of the Issuer. |
| 4. On January 12, 2024, the Issuer entered into a loan agreement with Resorts World Inc Pte. Ltd. ("RWI"), pursuant to which RWI provided a $15.0 million loan to the Issuer, net of an original issue discount representing the purchase price of the Tranche 1 Warrants and Tranche 2 Warrants (each defined herein), in exchange for an initial tranche of warrants to purchase up to 16,500,000 shares of Class A Common Stock (the "Tranche 1 Warrants") and a second tranche of warrants to purchase up to 13,500,000 shares of Class A Common Stock (the "Tranche 2 Warrants"). |
| 5. The Tranche 2 Warrants are not exercisable until the later of (i) clearance from the Committee on Foreign Investment in the United States and (ii) July 16, 2024, and the exercise price of the Tranche 2 Warrants will be equal to the "Minimum Price" (as defined in Nasdaq Listing Rule 5635(d)) on the date they become exercisable. Accordingly, at this time, the Tranche 2 Warrants are not "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) and are thus not reportable for purposes of Section 16 of the Exchange Act. |
| 6. These securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| 7. These warrants are held by RWI. Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein. |
| 8. This amount excludes 199,921 shares of Class A Common Stock underlying restricted stock units previously granted to Mr. Lim in his capacity as a director of the Issuer that were cancelled, for no consideration, in connection with Mr. Lim's resignation from the board of directors of the Issuer on September 14, 2023, with such cancellation being exempt from Section 16 of the Exchange Act by virtue of Rules 16b-6(d) and 16a-4(d) thereunder. |
| 9. The actual exercise price for these warrants is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations. |
| /s/ Lim Kok Thay | 01/17/2024 | |
| Dragasac Limited By: /s/ Tan Kong Han, Director | 01/17/2024 | |
| Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary | 01/17/2024 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||