Lim Kok Thay - Mar 13, 2024 Form 4 Insider Report for Celularity Inc (CELU)

Role
10%+ Owner
Signature
/s/ Lim Kok Thay
Stock symbol
CELU
Transactions as of
Mar 13, 2024
Transactions value $
$0
Form type
4
Date filed
3/15/2024, 05:36 PM
Previous filing
Jan 17, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CELU Warrants (Right to Buy) Other +300K 300K Mar 13, 2024 Class A Common Stock 300K $5.90 By Resorts World Inc Pte. Ltd. F1, F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On March 13, 2024, the Issuer issued 300,000 warrants to Resorts World Inc Pte. Ltd. ("RWI"), as consideration for RWI's agreement to not exercise its rights and remedies upon the occurrence of any default under an existing loan agreement between RWI and the Issuer until the earlier of (a) the Issuer's obligations in respect of a promissory note between the Issuer and YA II PN, Ltd. have been paid in full, or (b) March 13, 2025 (the "Forbearance Warrant").
F2 The quantity of warrants reported herein reflects the Issuer's 1-for-10 reverse stock split that occurred on February 28, 2024.
F3 The Forbearance Warrant is immediately exercisable (or, if RWI reasonably determines in its sole discretion that clearance from the Committee on Foreign Investment in the United States is required, the date of such clearance), and can be exercised on a cashless basis.
F4 These warrants are held by RWI. Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.