Celularity Inc — Director's Dealing 2023

Oct 11, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celularity Inc (CELU)
CIK: 0001752828
Period of Report: 2023-09-29

Reporting Person: Hariri Robert J (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-29	Class A Common Stock	P	9064539	$0.1655	Acquired	19212849	Direct
2023-10-05	Class A Common Stock	P	6307158	$0.1586	Acquired	25520007	Direct
2023-10-05	Class A Common Stock	P	3050427	$0.1586	Acquired	28570434	Direct

Footnotes

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.