Filing Details

Accession Number:
0001104659-23-107259
Form Type:
4
Zero Holdings:
No
Publication Time:
2023-10-05 17:16:17
Reporting Period:
2023-09-29
Accepted Time:
2023-10-05 17:16:17
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1752828 Celularity Inc CELU Biological Products, (No Disgnostic Substances) (2836) DE
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
850261 Sorrento Therapeutics, Inc. 4955 Directors Place
San Diego CA 92121
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Disposition 2023-09-29 9,064,539 $0.00 11,357,585 No 4 S Direct
Class A Common Stock Disposition 2023-10-05 6,307,158 $0.00 5,050,427 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
No 4 S Direct
Footnotes
  1. On September 29, 2023, the Reporting Person and Dr. Robert J. Hariri, M.D., Ph. D., ("Purchaser") entered into that certain Stock Purchase Agreement (the "SPA") pursuant to which the Purchaser agreed (i) to acquire on the date of the signing of the SPA, 9,064,539 shares of Class A common stock ("Celularity Common Shares") of Celularity Inc. ("Celularity") for an aggregate amount in cash equal to $1.5 million, payable on such initial closing date, and (ii) to acquire, no later than October 4, 2023, the remaining 11,357,585 Celularity Common Shares owned by the Reporting Person for an aggregate amount in cash equal to seventy percent of the 5-Day VWAP of the Celularity Common Shares calculated as of such subsequent closing date.
  2. Pursuant to the terms of the SPA, the Purchaser paid Sorrento $1.5 million on September 29, 2023. In connection with the transaction described in clause (ii) of footnote 1 above, the Purchaser paid Sorrento $1.0 million on October 5, 2023, as consideration for the transfer of 6,307,158 Celularity Common Shares; however, the transfer of the remaining 5,050,427 Celularity Common Shares in exchange for the $0.8 million of consideration remaining to be paid pursuant to the SPA has not yet been consummated as of the date hereof.