On May 18, 2022 Celularity Inc. (Nasdaq: CELU) ("Celularity"), a clinical-stage biotechnology company developing placental-derived off-the-shelf allogeneic cell therapies, reported that it has entered into a definitive agreement with a single healthcare-focused institutional investor for the purchase and sale of 4,054,055 shares of its common stock at a purchase price of $7.40 per share and warrants to purchase 4,054,055 shares of its common stock at an exercise price of $8.25 per share (together the "Securities") in a private placement priced at-the-market under Nasdaq rules, resulting in total gross proceeds of approximately $30.0 million before deducting placement agent commissions and other estimated offering expenses (Press release, Celularity, MAY 18, 2022, View Source [SID1234614797]). The warrants will be exercisable immediately after the date of issuance and will expire five years following the initial issuance date. The closing of the offering and sale of the Securities is expected to occur on or about May 20, 2022, subject to the satisfaction of customary closing conditions.
Schedule your 30 min Free 1stOncology Demo!
Discover why more than 1,500 members use 1stOncology™ to excel in:
Early/Late Stage Pipeline Development - Target Scouting - Clinical Biomarkers - Indication Selection & Expansion - BD&L Contacts - Conference Reports - Combinatorial Drug Settings - Companion Diagnostics - Drug Repositioning - First-in-class Analysis - Competitive Analysis - Deals & Licensing
Schedule Your 30 min Free Demo!
A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.
The offer and sale of the foregoing securities are being made in a transaction not involving a public offering and the securities have not been registered under the Securities Act of 1933, as amended (the "Securities 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 Securities Act and such applicable state securities laws. Under an agreement with the investors, the Company agreed to file a registration statement with the Securities and Exchange Commission (the "SEC") covering the resale of the ordinary shares to be issued to the investors (including the ordinary shares issuable upon the exercise of the warrants) no later than 10 days after the closing and to use commercially reasonable efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 45 days in the event of a "full review" by the SEC.
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.