| Summary of the Warrants |
Summary of the Warrants
| | |
Number of
Shares | | |
Exercise
Price | | |
Expiration
Date |
| Dragasac Warrant(1) | |
| 652,981 | | |
$ | 2.4898 | | |
March 16, 2025 |
| Public Warrants(2) | |
| 1,437,447 | | |
$ | 115.00 | | |
July 16, 2026 |
| Sponsor Warrants(2) | |
| 849,999 | | |
$ | | |
July 16, 2026 |
| May 2022 PIPE Warrants | |
| 405,405 | | |
$ | 3.50 | | |
October 10, 2028 |
| March 2023 PIPE Warrants | |
| 208,485 | | |
$ | 30.00 | | |
March 27, 2028 |
| March 2023 PIPE Warrants (modified) | |
| 729,698 | | |
$ | 10.00 | | |
March 27, 2028 |
| March 2023 Loan Warrants(3) | |
| 75,000 | | |
$ | 5.895 | | |
March 17, 2028 |
| April 2023 Registered Direct Warrants | |
| 435,625 | | |
$ | 7.50 | | |
October 10, 2028 |
| April 2023 Registered Direct Warrants (modified) | |
| 487,451 | | |
$ | 3.50 | | |
October 10, 2028 |
| May 2023 PIPE Warrants | |
| 581,394 | | |
$ | 10.00 | | |
May 17, 2028 |
| June 2023 Warrants(3) | |
| 50,000 | | |
$ | 5.895 | | |
June 20, 2028 |
| June 2023 Loan Warrants | |
| 300,000 | | |
$ | 8.10 | | |
June 20, 2028 |
| July 2023 Registered Direct Warrants | |
| 857,142 | | |
$ | 3.50 | | |
January 31, 2029 |
| January 2024 PIPE Warrants | |
| 535,274 | | |
$ | 2.4898 | | |
January 16, 2029 |
| January 2024 Bridge Loan - Tranche #1 Warrants | |
| 1,650,000 | | |
$ | 2.4898 | | |
January 16, 2029 |
| January 2024 Bridge Loan - Tranche #2 Warrants | |
| 1,350,000 | | |
$ | 2.988 | | |
July 15, 2029 |
| March 2024 RWI Forbearance Warrants | |
| 300,000 | | |
$ | 5.895 | | |
June 20, 2028 |
| | |
| 10,905,901 | | |
| | | |
|
| (1) |
In connection with the execution of the January 2024 PIPE
described above, the Company agreed to reprice 652,981 legacy warrants held by Dragasac with a previous exercise price of $67.70 to a
new exercise price of $2.4898. The term of the warrants was unchanged. |
| (2) |
The number of Public Warrants and Sponsor Warrants outstanding
was not adjusted for the reverse stock split. There are 14,374,478 Public Warrants and 8,499,999 Sponsor Warrants outstanding. After
the reverse stock split, the number of warrants outstanding remains the same. However, each outstanding warrant is now exercisable for
one-tenth of a share of Class A common stock, and the exercise price per share was adjusted to $ as a result of the split. |
| (3) |
In connection with the execution of the Starr Forbearance
Agreement on March 13, 2024, described above under Warrant Modification and further in Note 7, the Company agreed to reprice 75,000 warrants
with a previous exercise price of $7.10 and 50,000 warrants with a previous exercise price of $8.10 held by C.V. Starr to a new exercise
price of $5.895. The term of the warrants was unchanged. |
|
Summary of the Warrants
| | |
Number of
shares | | |
Exercise
price | | |
Expiration
date |
| Dragasac Warrant(1) | |
| 652,981 | | |
$ | 67.70 | | |
March 16, 2025 |
| Public Warrants(2) | |
| 1,437,447 | | |
$ | 115.00 | | |
July 16, 2026 |
| Sponsor Warrants(2) | |
| 849,999 | | |
$ | | |
July 16, 2026 |
| May 2022 PIPE Warrants | |
| 405,405 | | |
$ | 3.50 | | |
October 10, 2028 |
| March 2023 PIPE Warrants | |
| 208,485 | | |
$ | 30.00 | | |
March 27, 2028 |
| March 2023 PIPE Warrants (modified) | |
| 729,698 | | |
$ | 10.00 | | |
March 27, 2028 |
| March 2023 Loan Warrants | |
| 75,000 | | |
$ | 7.10 | | |
March 17, 2028 |
| April 2023 Registered Direct Warrants | |
| 435,625 | | |
$ | 7.50 | | |
October 10, 2028 |
| April 2023 Registered Direct Warrants (modified) | |
| 487,451 | | |
$ | 3.50 | | |
October 10, 2028 |
| May 2023 PIPE Warrants | |
| 581,394 | | |
$ | 10.00 | | |
May 17, 2028 |
| June 2023 Warrants | |
| 50,000 | | |
$ | 8.10 | | |
June 20, 2028 |
| June 2023 Loan Warrants | |
| 300,000 | | |
$ | 8.10 | | |
June 20, 2028 |
| July 2023 Registered Direct Warrants | |
| 857,142 | | |
$ | 3.50 | | |
January 31, 2029 |
| | |
| 7,070,627 | | |
| | | |
|
| (1) | The exercise price is the lesser of $67.70 per share or 80% of either (i) the value attributed
to one share of Legacy Celularity Series B Preferred Stock upon consummation of a change in control or the closing of a strategic transaction
or (ii) the price at which one share of common stock is sold to the public market in an initial public offering. |
| (2) | The number of
Public Warrants and Sponsor Warrants outstanding was not adjusted for the reverse stock split. There are 14,374,478 Public Warrants and
8,499,999 Sponsor Warrants outstanding. After the reverse stock split, the number of warrants outstanding remains the same. However,
each outstanding warrant is now exercisable for one-tenth of a share of Class A common stock, and the exercise price per share was adjusted
to $ as a result of the split. |
|