Celularity Files Prospectus For The Offering Of Up To 14.1M Shares Of Class A Common Stock

Celularity Inc.

 

Up to 14,078,938 shares of Class A Common Stock

 

Pursuant to this prospectus, the selling stockholders identified herein (the "Selling Stockholders") are offering on a resale basis an aggregate of up to 14,078,938 shares of Class A common stock of Celularity Inc. (the "Company," "we," "us" or our"), par value $0.0001 per share (the "Class A Common Stock"), consisting of 2,531 shares of Class A Common Stock, 11,732,657 shares of Class A Common Stock issuable upon exercise of 11,732,657 warrants (the "Warrants") and 2,343,750 shares of Class A Common Stock issuable upon conversion of a senior secured convertible promissory note (the " Convertible Note").

 

We will not receive any of the proceeds from the sale by the Selling Stockholders of the Class A Common Stock. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which, if exercised in cash with respect to the 11,732,657 shares of Class A Common Stock offered hereby, would result in gross proceeds to us of approximately $28.2 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds.

 

The Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in the section entitled "Plan of Distribution" on page 12. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Class A Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Class A Common Stock with the Securities and Exchange Commission (the "SEC").

 

Our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol "CELU". On December 30, 2025, the closing price of our Class A Common Stock as reported on The Nasdaq Capital Market was $1.125 per share.