Press Release
September 15, 2022

Celularity Enters Into $150 Million Pre-Paid Advance Agreement with Yorkville

The Life Sciences team advised Celularity Inc. (Nasdaq: CELU) in its Pre-Paid Advance Agreement with YA II PN, LTD (“Yorkville”), an affiliate of Yorkville Advisors Global, LP.

Under the Pre-Paid Advance Agreement, Celularity may request individual pre-paid advances from Yorkville over the next 18 months subject to certain conditions and as mutually agreed by the parties, each pre-paid advance will not exceed $40 million each nor $150 million in the aggregate, and bear interest at 6% per annum (increased to 15% in the event of default). Yorkville may, at its discretion and from time to time, use such pre-paid advances to purchase shares of Celularity’s Class A common stock at a price per share equal to the lower of (a) 135% of the daily VWAP prior to disbursement and (b) 95% of the lowest VWAP during the three consecutive trading days immediately prior to the purchase notice date, in each case subject to a floor price of $0.75 per share, and subject to certain share ownership limitations. Celularity could also be required to repay the prepaid advance by making monthly cash payments (along with a redemption premium), if its Class A common stock trades below the $0.75 floor price for a period of time, or if Celularity has issued substantially all of the shares permissible under the Nasdaq cap until the next monthly payment is at least 10% greater than the $0.75 floor price.

Celularity is a clinical stage biotechnology company leading the next evolution in cellular medicine by developing allogeneic cryopreserved off-the-shelf placental-derived cell therapies, including therapeutic programs using unmodified natural killer (NK) cells, genetically modified NK cells, T-cells engineered with a CAR, and mesenchymal-like adherent stromal cells.

The Goodwin team was led by Marianne Sarrazin, Della Fok with insight from Bradley Weber and Jim Barri and invaluable assistance from Andrea Morales.

For more details, read the press release.