On September 15, 2022 Celularity Inc. (Nasdaq: CELU) ("Celularity"), a clinical-stage biotechnology company developing placental-derived allogeneic cell therapies, reported that it entered into a Pre-Paid Advance Agreement (the "Agreement") with YA II PN, LTD ("Yorkville"), an affiliate of Yorkville Advisors Global, LP (Press release, Celularity, SEP 15, 2022, View Source;utm_medium=rss&utm_campaign=celularity-enters-into-150-million-pre-paid-advance-agreement-with-yorkville [SID1234619576]).
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Under the Agreement, Celularity may request individual pre-paid advances from Yorkville in an amount up to $40 million each subject to certain conditions, up to $150 million over the next eighteen (18) months from time to time and as mutually agreed by the parties. Pre-paid advances are issued at a 2% discount, bear interest at a rate of 6% (increased to 15% in the event of default). If at any time during the 18-month commitment period there is an outstanding balance under a pre-paid advance, Yorkville may require the Celularity to issue and sell shares of Common Stock to Yorkville 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 date on which Yorkville provides the purchase notice to Celularity, 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 pre-paid advance in certain circumstances by making monthly cash payments of $6.0 million, plus any accrued and unpaid interest along with a 5.0% redemption premium until such time as the daily VWAP for five consecutive trading days immediately prior to the due date of the next monthly payment is at least 10% greater than $0.75.
Celularity intends to use the proceeds for working capital and other general corporate purposes. General corporate purposes may include research and development and clinical development costs to support the development of its cellular therapy candidates and the expansion of our research and development programs, as well as costs associated with its commercial biomaterials businesses; working capital; capital expenditures; and other general corporate purposes.
The shares described above are being offered by Celularity pursuant to a shelf registration statement that was previously filed with the U.S. Securities and Exchange Commission (the "SEC") on August 11, 2022 (File No. 333-266786), as declared effective by the SEC on August 18, 2022. A final prospectus supplement containing additional information relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.