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

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
05 Oct 2023, 17:16:17 UTC
Prior SEC filing
25 Sep 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
By: /s/ Mohsin Y. Meghji Chief Restructuring Officer of Sorrento Therapeutics, Inc.

Key filing fact

Sorrento Therapeutics, Inc. filed Form 4 for Celularity Inc (CELU) on 05 Oct 2023.

Key facts

  • This page summarizes Sorrento Therapeutics, Inc.'s Form 4 filing for Celularity Inc (CELU).
  • 2 reported transactions and 0 derivative rows are listed below.
  • Accepted by SEC: 05 Oct 2023, 17:16.

Change

  • Previous filing in this sequence was filed on 25 Sep 2023.
  • Current net transaction value: $0.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CELU transaction

Class A Common Stock

Sale

Transaction value
Shares
-9,064,539
Change %
-44%
Price
Shares after
11,357,585
Date
29 Sep 2023
Ownership
Direct
Footnotes
F1, F2
CELU transaction

Class A Common Stock

Sale

Transaction value
Shares
-6,307,158
Change %
-56%
Price
Shares after
5,050,427
Date
05 Oct 2023
Ownership
Direct
Footnotes
F1, F2
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Sorrento Therapeutics, Inc. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 2 footnotes

Footnote 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.

Footnote 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.

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