Celularity Inc. Form 8-K Filing

Celularity Inc. has entered into material definitive agreements related to senior secured note financing and convertible note financing with an accredited investor. The company issued a $7,000,000 senior secured note and a warrant to purchase 2,448,917 shares of Class A common stock. The senior note accrues 4% annual interest, increasing to 12% upon default, and matures on April 30, 2026, or upon a qualifying financing or strategic transaction. The company also issued a $3,000,000 senior secured convertible note and a warrant to purchase 1,258,740 shares of Class A common stock. This convertible note accrues 8% annual interest, increasing to 12% upon default, and matures on December 31, 2026. It is convertible into Class A common stock at $1.66 per share. The company has granted the investor a first-priority security interest over substantially all of its assets for the senior note and over proceeds from a qualified financing for the convertible note. Additionally, the investor has been granted a board observer seat.