Celularity extends debt maturity, issues stock to investor

Celularity Inc. (NASDAQ:CELU), a biotechnology company specializing in pharmaceutical preparations with a market capitalization of $41 million, has reached an agreement with investment firm YA II PN, Ltd, known as Yorkville, to extend the maturity date of a $3.15 million convertible note. The announcement, made on Monday, March 17, 2025, postpones the maturity date from March 13, 2025, to May 12, 2025. According to InvestingPro data, the company operates with a significant debt burden of $69 million and faces challenges with short-term liquidity.

The extension agreement comes as part of a broader set of transactions between Celularity and Yorkville, which includes a Standby Equity Purchase Agreement (SEPA) allowing Celularity to sell up to $10 million of its Class A common stock to Yorkville over a 36-month period, with certain conditions. This agreement was initially entered into on March 13, 2024, alongside the issuance of the convertible note and a registration rights agreement. The company’s stock has shown recent momentum with an 11.61% gain over the past week, though InvestingPro analysis suggests the stock is currently undervalued.

As part of the extension, Celularity has agreed to issue Yorkville 100,000 shares of its Class A common stock. These additional shares come with piggyback registration rights, meaning they will be included in any future registration statements filed by Celularity for resale by Yorkville.

The issuance of shares is made under an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, meaning the shares have not been registered under the Securities Act or any state securities laws and cannot be offered or sold in the United States absent registration or an exemption from such registration requirements.

Celularity’s relationship with Yorkville is detailed in the company’s SEC filings, including a Current Report on Form 8-K filed on March 15, 2024. The new shares are being issued as part of the agreement to extend the forbearance period to May 12, 2025, during which Yorkville has agreed not to declare an event of default under the transaction documents.

This news is based on a press release statement and is intended to provide investors with factual information regarding Celularity’s recent financial arrangements and equity transactions with Yorkville. With earnings scheduled for March 31, 2025, investors seeking deeper insights into Celularity’s financial health, including over 30 key metrics and additional ProTips, can access comprehensive analysis through InvestingPro.

In other recent news, Celularity Inc. has announced a collaboration with BlueSphere Bio to manufacture cell therapy products. This partnership will utilize Celularity’s manufacturing infrastructure to produce therapies aimed at treating high-risk leukemias, including Acute Myelogenous Leukemia. Additionally, Celularity has amended the exercise price of certain warrants, securing approximately $2.46 million in funding. This strategic move is intended to strengthen the company’s financial position and support ongoing projects. However, the company recently terminated a significant agreement with an institutional investor due to the investor’s failure to provide the subscription amount by the deadline. This decision cancels a planned private placement that would have involved the sale of over 1.2 million shares. As a result, Celularity will need to explore alternative funding options. These developments highlight the company’s ongoing efforts to manage its financial strategy and operational goals.

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