Form 4: Celularity Inc. Issues Warrants to Resorts World Inc. Pte. Ltd. in Forbearance Agreement

Celularity Inc. issued 300,000 warrants to Resorts World Inc. Pte. Ltd. as consideration for a forbearance agreement related to an existing loan.

Summary

• On March 13, 2024, Celularity Inc. issued 300,000 warrants to Resorts World Inc. Pte. Ltd. (RWI).
• The warrants were issued as consideration for RWI's agreement to not exercise its rights and remedies upon the occurrence of any default under an existing loan agreement between RWI and Celularity.
• This forbearance extends until the earlier of (a) Celularity's obligations to YA II PN, Ltd. are paid in full, or (b) March 13, 2025.
• The warrants have an exercise price of $5.895.
• The warrants are immediately exercisable (subject to potential CFIUS clearance) and can be exercised on a cashless basis.
• The quantity of warrants reflects Celularity's 1-for-10 reverse stock split on February 28, 2024.
• Genting Berhad indirectly holds 50% of RWI, with the balance 50% indirectly held by Mr. Lim Kok Thay.

Sentiment

Score: 3

Explanation: The announcement of a forbearance agreement and warrant issuance typically indicates financial strain, leading to a negative sentiment.

Positives

• The forbearance agreement provides Celularity with additional time to meet its obligations to YA II PN, Ltd.
• The cashless exercise feature of the warrants may be attractive to Resorts World Inc. Pte. Ltd.

Risks

• The issuance of warrants dilutes existing shareholders' equity.
• The forbearance agreement suggests Celularity may be facing financial challenges.

Future Outlook

The document does not contain specific forward-looking statements beyond the terms of the forbearance agreement and warrant issuance.

Industry Context

Forbearance agreements and warrant issuances are common financial tools used by companies facing liquidity challenges. This announcement suggests Celularity is actively managing its debt obligations.

Related Party Transactions

• The issuance of warrants to Resorts World Inc. Pte. Ltd., a company indirectly related to Lim Kok Thay, constitutes a related party transaction.

Stakeholder Impact

• Shareholders may experience dilution due to the warrant issuance.
• The forbearance agreement provides Celularity with financial flexibility, potentially benefiting employees and other stakeholders in the short term.

Key Dates