Robert J. Hariri - Sep 29, 2023 Form 4 Insider Report for Celularity Inc (CELU)

Role
Chief Executive Officer, Director
Signature
/s/ Kyle Fletcher, Attorney-in-Fact
Stock symbol
CELU
Transactions as of
Sep 29, 2023
Transactions value $
$2,984,294
Form type
4
Date filed
10/10/2023, 09:48 PM
Previous filing
Sep 12, 2023
Next filing
Dec 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CELU Class A Common Stock Purchase $1.5M +9.06M +89.32% $0.17 19.2M Sep 29, 2023 Direct F1, F2, F3
transaction CELU Class A Common Stock Purchase $1M +6.31M +32.83% $0.16 25.5M Oct 5, 2023 Direct F1, F2, F3
transaction CELU Class A Common Stock Purchase $484K +3.05M +11.95% $0.16 28.6M Oct 5, 2023 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On September 29, 2023, the Reporting Person and Sorrento Therapeutics, Inc. ("Sorrento"), which is in voluntary proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"), entered into a Stock Purchase Agreement (the "SPA") pursuant to which the Reporting Person agreed (i) to acquire on the date of the signing of the SPA, 9,064,539 shares of the Issuer's Class A common stock 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 shares of the Issuer's Class A common stock owned by Sorrento for an aggregate amount in cash equal to 75% of the 5-Day VWAP of the Issuer's Class A common stock calculated as provided in the SPA.
F2 (Continued from Footnote 1): The Reporting Person received 9,064,539 shares of the Issuer's Class A common stock on October 4, 2023. The Reporting Person received 6,307,158 shares of the Issuer's Class A common stock on October 6, 2023. The Reporting Person received the remaining 3,050,427 shares of the Issuer's Class A common stock on October 10, 2023.
F3 Includes 98,426 shares underlying RSUs subject to vesting. Each RSU represents the right to receive one share of the Issuer's Class A common stock subject to vesting.