SCHEDULE: Celularity Secures New Funding and Debt Extension from Key Investors, Adjusts Warrant Terms

Celularity Inc. has amended existing loan agreements and issued new warrants and a promissory note to affiliates of Genting Berhad and Lim Kok Thay, extending debt maturities and adjusting warrant exercise prices.

Summary

• Celularity Inc. entered into a Term Sheet with Resorts World Inc Pte Ltd (RWI) on February 12, 2025, extending a second forbearance agreement.
• The maturity date for three loans totaling $27,000,000 (net of a $3,750,000 original issue discount) from RWI was extended to February 15, 2026.
• The exercise price of existing RWI warrants (300,000 shares from June 2023, 1,350,000 shares from January 2024, and 300,000 shares from March 2024) was adjusted to $2.844 per Common Share on July 24, 2025, representing a 10% discount from the closing price on that date.
• A new warrant was issued to RWI on July 24, 2025, for 500,000 Common Shares at an exercise price of $2.844 per share, also a 10% discount from the July 24, 2025 closing price.
• A promissory note for $6,812,230.00 was issued to Lim Kok Thay on July 21, 2025, bearing 2% interest per annum and maturing on March 21, 2026.
• Proceeds from the Lim Note will be used to fully settle a loan from C.V. Starr & Co. dated March 17, 2023.
• Lim Kok Thay also received a warrant to purchase 3,700,000 Common Shares at an exercise price of $2.528 per share, representing a 20% discount from the July 24, 2025 closing price, exercisable for five years.
• As of July 25, 2025, beneficial ownership percentages are: Dragasac Limited at 23.8% (6,335,630 shares), RWI at 13.3% (4,100,000 warrant shares), Genting Berhad at 33.9% (10,435,630 shares), and Lim Kok Thay at 41.0% (14,138,161 shares).

Sentiment

Score: 4

Explanation: The filing indicates a continuation of financial support from key investors, which is positive for liquidity and operational continuity. However, the need for repeated debt extensions, discounted warrants, and a secured promissory note suggests ongoing financial challenges and a reliance on these specific stakeholders, reflecting underlying pressures.

Positives

• Secured an extension of the maturity date for significant loans totaling $27,000,000 to February 15, 2026, providing additional financial runway.
• Obtained new funding of $6,812,230.00 through a promissory note from a key investor, Lim Kok Thay.
• The new promissory note's proceeds will be used to settle an existing loan from C.V. Starr & Co., potentially simplifying the debt structure or reducing a specific creditor's exposure.
• Issuance of new warrants and adjustment of existing warrant exercise prices to a discount incentivizes continued investment and potential capital infusion upon exercise.

Negatives

• The need for repeated debt extensions and new financing, including discounted warrants, suggests ongoing financial challenges and a reliance on existing major investors.
• The granting of a continuing security interest in Collateral for the Lim Note indicates a secured debt, which could limit the company's flexibility or assets available for other purposes.
• The exclusion of certain assets (e.g., voting equity in controlled foreign corporations, specific intellectual property, biomaterials/biobanking assets) from the collateral might indicate limitations on what the company can pledge.

Risks

• The acquisition of Class A Common Stock involves a high degree of risk, and there are no assurances that the value of such shares will increase or to what extent.
• Exercise of certain warrants is contingent on CFIUS Clearance, which could delay or prevent their exercise.
• The value of Class A Common Stock purchased upon exercise of warrants may significantly depreciate over time.

Future Outlook

The company continues to rely on its key investors for financing, with debt maturities extended and new warrants issued. The exercise of some warrants is contingent on CFIUS clearance, which could impact future capital infusion. The company's ability to meet its extended debt obligations and the future value of its Class A Common Stock remain subject to market conditions and operational performance.

Industry Context

This filing highlights a common challenge for development-stage biotechnology companies like Celularity Inc., which often require significant and continuous capital infusions to fund research, development, and operational expenses. The reliance on a concentrated group of related-party investors (Genting Berhad and its affiliates) for financing, including debt extensions and discounted warrants, suggests limited access to broader capital markets or a strategic preference for internal funding. This pattern is typical for companies with long development cycles and high burn rates, where existing stakeholders provide critical financial lifelines.

Related Party Transactions

• The Term Sheet, loan extensions, and warrant adjustments are between Celularity Inc. and Resorts World Inc Pte Ltd (RWI), which is indirectly 50% held by Genting Berhad and 50% by Lim Kok Thay.
• The promissory note and warrant are issued directly to Lim Kok Thay, who is an indirect beneficial owner of the largest shareholder of Genting Berhad and serves as Executive Chairman of the Board.

Stakeholder Impact

• Shareholders: The issuance of new warrants and the potential exercise of existing ones will lead to dilution. The debt extensions provide short-term stability but highlight ongoing financial needs. The discounted exercise prices may be viewed negatively by existing shareholders.
• Creditors: The extension of loan maturities provides more time for repayment, but the secured nature of the new promissory note impacts the hierarchy of claims.
• Employees: Continued financing provides stability for operations, potentially safeguarding jobs.

Next Steps

• Celularity Inc. and RWI will enter into an amendment to the second amended and restated senior secured loan agreement to formally extend the maturity date of the specified loans to February 15, 2026.
• Dragasac Limited (an affiliate of RWI) and Lim Kok Thay will pursue CFIUS Clearance if required for the exercise of their respective warrants.
• Celularity Inc. will use a portion of the net proceeds from the Lim Note to fully settle the principal and accrued interest of the loan from C.V. Starr & Co.

Key Dates

Recommendation

While the company has secured crucial financing and debt extensions, indicating continued support from major investors, the terms of these agreements (e.g., discounted warrants, secured debt, repeated extensions) suggest ongoing financial challenges. The reliance on related-party funding and the high degree of risk associated with the stock, as acknowledged in the filing, warrant a cautious 'hold' recommendation. Investors should monitor the company's progress in achieving CFIUS clearance for warrant exercises and its overall financial health and operational milestones.

Keywords

Celularity Inc., SEC filing, Schedule 13D, warrants, promissory note, debt extension, financing, beneficial ownership, Class A Common Stock, CFIUS, Resorts World Inc Pte Ltd, Genting Berhad, Lim Kok Thay, investment, corporate finance