Sorrento Therapeutics, Inc. - Sep 29, 2023 Form 4 Insider Report for Celularity Inc (CELU)

Role: 10%+ Owner
Signature: By: /s/ Mohsin Y. Meghji Chief Restructuring Officer of Sorrento Therapeutics, Inc.
Stock symbol: CELU
Transactions as of: Sep 29, 2023
Transactions value $: $0
Form type: 4
Date filed: 10/5/2023, 05:16 PM
Previous filing: Sep 25, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CELU	Class A Common Stock	Sale		-9.06M	-44.39%		11.4M	Sep 29, 2023	Direct	F1, F2
transaction	CELU	Class A Common Stock	Sale		-6.31M	-55.53%		5.05M	Oct 5, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Sorrento Therapeutics, Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	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.
F2	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.

Content

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.

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.