Celularity Enters Into $150 Million Pre-Paid Advance Agreement with Yorkville
Florham Park, NJ, – September 15, 2022 – Celularity Inc. (Nasdaq: CELU) (“Celularity”), a clinical-stage biotechnology company developing placental-derived allogeneic cell therapies, today announced that it entered into a Pre-Paid Advance Agreement (the “Agreement”) with YA II PN, LTD (“Yorkville”), an affiliate of Yorkville Advisors Global, LP.
Under the Agreement, Celularity may request individual pre-paid advances from Yorkville in an amount up to $40 million each subject to certain conditions, up to $150 million over the next eighteen (18) months from time to time and as mutually agreed by the parties. Pre-paid advances are issued at a 2% discount, bear interest at a rate of 6% (increased to 15% in the event of default). If at any time during the 18-month commitment period there is an outstanding balance under a pre-paid advance, Yorkville may require the Celularity to issue and sell shares of Common Stock to Yorkville at a price per share equal to the lower of (a) 135% of the daily VWAP prior to disbursement and (b) 95% of the lowest VWAP during the three consecutive trading days immediately prior to the date on which Yorkville provides the purchase notice to Celularity, in each case subject to a floor price of $0.75 per share, and subject to certain share ownership limitations. Celularity could also be required to repay the pre-paid advance in certain circumstances by making monthly cash payments of $6.0 million, plus any accrued and unpaid interest along with a 5.0% redemption premium until such time as the daily VWAP for five consecutive trading days immediately prior to the due date of the next monthly payment is at least 10% greater than $0.75.
Celularity intends to use the proceeds for working capital and other general corporate purposes. General corporate purposes may include research and development and clinical development costs to support the development of its cellular therapy candidates and the expansion of our research and development programs, as well as costs associated with its commercial biomaterials businesses; working capital; capital expenditures; and other general corporate purposes.
The shares described above are being offered by Celularity pursuant to a shelf registration statement that was previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 11, 2022 (File No. 333-266786), as declared effective by the SEC on August 18, 2022. A final prospectus supplement containing additional information relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Celularity Inc. (Nasdaq: CELU) headquartered in Florham Park, N.J., is a clinical stage biotechnology company leading the next evolution in cellular medicine by developing allogeneic cryopreserved off-the-shelf placental-derived cell therapies, including therapeutic programs using unmodified natural killer (NK) cells, genetically modified NK cells, T-cells engineered with a CAR (CAR-T cells), and mesenchymal-like adherent stromal cells (ASCs). These therapeutic programs target indications in cancer, infectious and degenerative diseases. In addition, Celularity develops and manufactures innovative biomaterials also derived from the postpartum placenta. Celularity believes that by harnessing the placenta’s unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies.
To learn more, visit celularity.com.
This press release includes “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, as well as within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and the negative of terms like these or other comparable terminology, and other words or terms of similar meaning. The forward-looking statements in this press release include statements regarding the Agreement, the potential sale of shares to Yorkville thereunder, as well as Celularity’s ability to receive future pre-paid advances, among others. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including but not limited to: the ability to mutually agree on future disbursements, risks associated with the trading price of Celularity’s Class A common stock, along with general risks related to Celularity’s business, including the risk the inherent risks in biotechnological development, including with respect to the development of novel cellular therapies, and the clinical trial and regulatory approval process; and risks associated with Celularity’s current funding, as well as developments relating to Celularity’s competitors and industry, along with those risk factors set forth under the caption “Risk Factors” in Celularity’s annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 31, 2022, as amended on July 15, 2022 and other filings with the SEC. These risks and uncertainties may be amplified by the COVID- 19 pandemic, recent downturn in the U.S. capital markets and inflation. If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Celularity does not presently know, or that Celularity currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, these forward-looking statements reflect Celularity’s current expectations, plans, or forecasts of future events and views as of the date of this communication. Subsequent events and developments could cause assessments to change. Accordingly, forward-looking statements should not be relied upon as representing Celularity’s views as of any subsequent date, and Celularity undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.