Celularity Inc — Director's Dealing 2024

Mar 15, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Celularity Inc (CELU)
CIK: 0001752828
Period of Report: 2024-03-13

Reporting Person: Lim Kok Thay (N/A)
Reporting Person: Genting Berhad (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-03-13	Warrants (Right to Buy)	$5.895	J	300000	Acquired	2028-06-20	Class A Common Stock (300000)	Indirect

Footnotes

F1: On March 13, 2024, the Issuer issued 300,000 warrants to Resorts World Inc Pte. Ltd. ("RWI"), as consideration for RWI's agreement to not exercise its rights and remedies upon the occurrence of any default under an existing loan agreement between RWI and the Issuer until the earlier of (a) the Issuer's obligations in respect of a promissory note between the Issuer and YA II PN, Ltd. have been paid in full, or (b) March 13, 2025 (the "Forbearance Warrant").

F2: The quantity of warrants reported herein reflects the Issuer's 1-for-10 reverse stock split that occurred on February 28, 2024.

F3: The Forbearance Warrant is immediately exercisable (or, if RWI reasonably determines in its sole discretion that clearance from the Committee on Foreign Investment in the United States is required, the date of such clearance), and can be exercised on a cashless basis.

F4: These warrants are held by 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.