Lim Kok Thay - 24 Jul 2025 Form 4 Insider Report for Celularity Inc (CELU)

Reporting relationship: 10%+ Owner
Issuer ticker: CELU
Reported as of: 24 Jul 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 28 Jul 2025, 21:40:50 UTC
Prior SEC filing: 28 Jan 2025
Source filing: View source filing
Reporting owner signature: /s/ Lim Kok Thay

Key filing fact

Lim Kok Thay filed Form 4 for Celularity Inc (CELU) on 28 Jul 2025.

Key facts

This page summarizes Lim Kok Thay's Form 4 filing for Celularity Inc (CELU).
8 reported transactions and 8 derivative rows are listed below.
Accepted by SEC: 28 Jul 2025, 21:40.

Change

Previous filing in this sequence was filed on 28 Jan 2025.
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

Reporting Owners (3)

CIK 0001470308 Primary reporting owner

Lim Kok Thay

Relationship: 10%+ Owner
Address: 25TH FLOOR, WISMA GENTING, JALAN SULTAN ISMAIL, KUALA LUMPUR, MALAYSIA
Signature: /s/ Lim Kok Thay
Signature date: 28 Jul 2025

CIK 0001788489

Genting Berhad

Relationship: 10%+ Owner
Address: 14TH FLOOR, WISMA GENTING, JALAN SULTAN ISMAIL, KUALA LUMPUR, MALAYSIA
Signature: Genting Berhad By: /s/ Loh Bee Hong, Elaine, Company Secretary
Signature date: 28 Jul 2025

CIK 0002007400

Resorts World Inc Pte. Ltd.

Relationship: 10%+ Owner
Address: 3 LIM TECK KIM RD, #09-02, GENTING CENTRE, SINGAPORE, SINGAPORE
Signature: Resorts World Inc Pte. Ltd. By: /s/ Hiu Woon Yau, Director
Signature date: 28 Jul 2025

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

CELU transaction Derivative

Warrants (Right to Buy)

Other

Transaction value
Shares: -300,000
Change %: -100%
Price
Shares after: 0
Date: 24 Jul 2025
Ownership: By Resorts World Inc Pte. Ltd.
Underlying class: Class A Common Stock
Underlying amount: 300,000
Exercise price: $8.10
Footnotes: F1, F2, F3

CELU transaction Derivative

Warrants (Right to Buy)

Other

Transaction value
Shares: +300,000
Change %
Price
Shares after: 300,000
Date: 24 Jul 2025
Ownership: By Resorts World Inc Pte. Ltd.
Underlying class: Class A Common Stock
Underlying amount: 300,000
Exercise price: $2.84
Footnotes: F1, F2, F3

CELU transaction Derivative

Warrants (Right to Buy)

Other

Transaction value
Shares: -300,000
Change %: -100%
Price
Shares after: 0
Date: 24 Jul 2025
Ownership: By Resorts World Inc Pte. Ltd.
Underlying class: Class A Common Stock
Underlying amount: 300,000
Exercise price: $5.90
Footnotes: F1, F2, F3

CELU transaction Derivative

Warrants (Right to Buy)

Other

Transaction value
Shares: +300,000
Change %
Price
Shares after: 300,000
Date: 24 Jul 2025
Ownership: By Resorts World Inc Pte. Ltd.
Underlying class: Class A Common Stock
Underlying amount: 300,000
Exercise price: $2.84
Footnotes: F1, F2, F3

CELU transaction Derivative

Warrants (Right to Buy)

Other

Transaction value
Shares: -1,350,000
Change %: -100%
Price
Shares after: 0
Date: 24 Jul 2025
Ownership: By Resorts World Inc Pte. Ltd.
Underlying class: Class A Common Stock
Underlying amount: 1,350,000
Exercise price: $2.99
Footnotes: F1, F2, F3

CELU transaction Derivative

Warrants (Right to Buy)

Other

Transaction value
Shares: +1,350,000
Change %
Price
Shares after: 1,350,000
Date: 24 Jul 2025
Ownership: By Resorts World Inc Pte. Ltd.
Underlying class: Class A Common Stock
Underlying amount: 1,350,000
Exercise price: $2.84
Footnotes: F1, F2, F3

CELU transaction Derivative

Warrants (Right to Buy)

Other

Transaction value
Shares: +500,000
Change %
Price
Shares after: 500,000
Date: 24 Jul 2025
Ownership: By Resorts World Inc Pte. Ltd.
Underlying class: Class A Common Stock
Underlying amount: 500,000
Exercise price: $2.84
Footnotes: F2, F3, F4

CELU transaction Derivative

Warrants (Right to Buy)

Other

Transaction value
Shares: +3,700,000
Change %
Price
Shares after: 3,700,000
Date: 24 Jul 2025
Ownership: Direct
Underlying class: Class A Common Stock
Underlying amount: 3,700,000
Exercise price: $2.53
Footnotes: F2, F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 6 footnotes

Footnote F1

The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025.

Footnote F2

Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

Footnote F3

These warrants are held by Resorts World Inc Pte. Ltd. ("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.

Footnote F4

On July 24, 2025, the Issuer issued to RWI a new warrant to purchase up to 500,000 shares of the Issuer's Class A Common Stock at an exercise price of $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the Term Sheet.

Footnote F5

In connection with Mr. Lim's purchase of a promissory note from the Issuer with an aggregate principal amount of $6,812,230, that bears interest at 2% per annum and has a maturity date of March 21, 2026, Mr. Lim received from the Issuer a warrant to purchase up to 3.7 million shares of the Issuer's Class A Common Stock, at an exercise price of $2.528 per share, which represents a 20% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025.

Footnote F6

This warrant is exercisable for five (5) years from (i) the date Mr. Lim receives clearance from the Committee on Foreign Investment in the United States ("CFIUS"), if such clearance is required for Mr. Lim to exercise this warrant, or (ii) the issuance date (July 21, 2025), if CFIUS clearance is not required for Mr. Lim to exercise this warrant.