Full Press Release Details
Announces Closing of Financing Transactions
PARK, N.J., December 22, 2025, Celularity Inc. (Nasdaq: CELU) ("Celularity"), a regenerative and cellular medicine company
addressing age-related and degenerative diseases, today announced the closing of its previously disclosed financing transactions with
Philip A. Barach, co-founder and former president of DoubleLine Capital LP.
the closing, Celularity received $10.00 million in gross proceeds. The transaction structure provides for the potential availability
of up to an additional $2.0 million, subject to the satisfaction of specified closing conditions and the investor's election, as
set forth in the definitive agreements. The financing includes a senior secured term loan and a secured convertible note, and is intended
to support Celularity's ongoing operations and strategic initiatives.
senior secured term loan has a stated principal amount of $7.0 million and is secured by a first-priority lien on substantially all of
Celularity's assets, subject to certain customary exclusions and priority agreements. The secured convertible notes provide for
aggregate commitments of up to $5.0 million, issuable in multiple tranches, and are convertible into shares of Celularity's Class
A common stock at a conversion price of $1.66 per share, subject to adjustment as set forth therein. The secured convertible notes are
secured by a first-priority lien on proceeds from a qualified financing. In addition, Celularity issued five-year warrants to purchase
an aggregate of 3,707,657 shares of Class A Common Stock to the investor which are exercisable beginning on June 19, 2026 and have an
exercise price of $2.00 per share, subject to adjustment as set forth therein.
closing strengthens Celularity's financial position and provides meaningful flexibility as we continue to analyze and prioritize
our platform and pipeline," said Robert J. Hariri, M.D., Ph.D., Chairman and Chief Executive Officer of Celularity. "We appreciate
Phil Barach's long-term support and confidence in Celularity as we move forward."
ahead, Celularity is increasingly focused on leveraging its placental-derived platform to address areas of significant unmet medical
need focused on applications related to pioneering healthy aging and performance optimization. Celularity believes its proprietary technologies
position it to participate meaningfully in the emerging longevity landscape, while continuing to responsibly manage and prioritize its
Hariri added, "In the new year, we intend to more fully articulate Celularity's corporate strategy, including our plan to
align our scientific capabilities with long-term opportunities in longevity and age-related disease. Our objective is to reshape Celularity
into a durable, disciplined organization that can translate innovation into sustainable value for patients and shareholders."
securities described above were sold in a private placement exempt from the registration requirements of the Securities Act of 1933,
as amended (the "Act"), and have not been registered under the Act, or applicable state securities laws. Accordingly, the
securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Act and such applicable state securities laws. Pursuant to a registration rights
agreement entered into with the investor, Celularity has agreed to file one or more registration statements with the Securities
and Exchange Commission (the "SEC") covering the resale of the shares of Class A common stock underlying the convertible
notes and warrants sold in the private placement.
press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor
shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such state or jurisdiction.
Inc. (Nasdaq: CELU) is a regenerative and aging-related cellular medicine company developing, manufacturing, and commercializing advanced
biomaterial products and allogeneic and autologous cell therapies, all derived from the postpartum placenta. Celularity believes that
by harnessing the placenta's unique biology and ready availability, it can develop therapeutic solutions that address significant
unmet global needs for effective, accessible, and affordable therapies that target fundamental aging mechanisms like cellular senescence,
age-related chronic inflammation, and tissue degeneration. For more information about Celularity and its cutting-edge regenerative medicine
solutions, please visit www.celularity.com.
statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation
Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding: (i) Celularity's anticipated
use of the proceeds from the financing transactions; (ii) the potential availability of additional funding under the financing arrangements;
(iii) Celularity's ability to execute its strategic priorities, including leveraging its placental-derived platform and aligning
its operations and organizational focus with those priorities; (iv) Celularity's plans to emphasize applications related to longevity
and age-related disease; and (v) the anticipated impact and benefits of the financing transactions on Celularity's business and
strategic flexibility. All statements other than statements of historical facts are "forward-looking statements," including
those relating to future events. In some cases, you can identify forward-looking statements by terminology such as "anticipate,"
"believe," "can," "could," "continue," "expect," "improving,"
"may," "observed," "potential," "promise," "should," and similar expressions
(as well as other words or expressions referencing future events, conditions or circumstances). Forward-looking statements are based
on Celularity's current expectations and assumptions. Because forward-looking statements relate to the future, they are subject
to inherent uncertainties, risks, and changes in circumstances that may differ materially from those contemplated by the forward-looking
statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many factors could cause
actual results to differ materially from those described in these forward-looking statements, including those risk factors set forth
under the caption "Risk Factors" in Celularity's annual report on Form 10-K and Form 10-K/A for the year ended December
31, 2024, filed with the Securities and Exchange Commission (SEC) on May 8, 2025 and May 21, 2025, respectively, and other filings with
the SEC. If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional risks that Celularity does not presently know, or that Celularity
currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, these forward-looking statements reflect Celularity's current expectations, plans, or forecasts of future events and
views as of the date of this communication. Subsequent events and developments could cause assessments to change. Accordingly, forward-looking
statements should not be relied upon as representing Celularity's views as of any subsequent date, and Celularity undertakes no
obligation to update forward-looking statements contained herein, whether because of any new information, future events, changed circumstances
or otherwise, except as otherwise required by law.
Senior Vice President, Celularity Inc.