Lim Kok Thay's Form 4 filing
Celularity Inc (CELU) · filed Jan 17, 2024
- Accession no.
- 0000905148-24-000212
- Filed
- Jan 17, 2024, 5:22 PM ET
- Trade date
- Jan 12, 2024
- Filing delay
- 5 days
- Rule 10b5-1 plan
- Not checked
This filing lists 1 non-derivative transaction and 4 derivative transactions. Open-market purchases total $5.33M. It was filed 5 days after the trade.
Reporting owners
A Form 4 can have several reporting owners, such as a person and a fund they control. Trade tables show the first one.
| Owner | Relationship to the company |
|---|---|
| Lim Kok ThayCIK 0001470308 | 10% Owner |
| Genting BerhadCIK 0001788489 | 10% Owner |
| Dragasac LtdCIK 0001872884 | 10% Owner |
Non-derivative securities (Table I)
Acquisitions and disposals of common stock and similar shares, one row per line on the filing.
| Trade date | Security | Transaction | Shares | Price | Value | Shares after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 12, 2024 | Class A Common Stock | PPurchaseAcquired | +21,410,983 | $0.249F1 | +$5,331,334.77 | 51,473,762 | Indirect |
Derivative securities (Table II)
Options, warrants, restricted stock units and similar. Shares are the underlying shares; price and value are for the derivative itself, and the holding after is in derivative units.
| Trade date | Security | Transaction | Underlying shares | Unit price | Value | Held after | Ownership | Flags |
|---|---|---|---|---|---|---|---|---|
| Jan 12, 2024 | Class A Common Stock | PPurchaseAcquired | +5,352,746 | $0.125F1 | +$669,093.25 | 5,352,746 | Indirect | |
| Jan 12, 2024 | Class A Common Stock | JOtherDisposed | −6,529,818 | –F2 | – | 0 | Indirect | |
| Jan 12, 2024 | Class A Common Stock | JOtherAcquired | +6,529,818 | –F2 | – | 6,529,818 | Indirect | |
| Jan 12, 2024 | Class A Common Stock | PPurchaseAcquired | +16,500,000 | $0.125 | +$2,062,500 | 16,500,000 | Indirect |
Footnotes and remarks
Livermore keeps the footnotes that transaction prices refer to, all footnotes of amendments (Form 4/A) and the filing's remarks. Other footnotes, such as how indirect holdings are held or the details of a trading plan, are only in the original on SEC EDGAR.
- F1
On January 12, 2024, the Issuer entered into a securities purchase agreement (the "Securities Purchase Agreement") with Dragasac Limited ("Dragasac"), pursuant to which Dragasac agreed to deliver $6.0 million to the Issuer in exchange for 21,410,983 shares of Class A Common Stock and warrants to purchase up to 5,352,746 shares of Class A Common Stock. The actual price for the 21,410,983 shares of Class A Common Stock is $0.24898 per share of Class A Common Stock, which has been rounded due to systematic character limitations.
Referenced by the price of 1 transaction in Table I and 1 transaction in Table II.
- F2
In connection with the Securities Purchase Agreement, the Issuer amended and restated the terms of the 6,529,818 warrants that Dragasac received in connection with the merger of GX Acquisition Corp. and the Issuer on July 16, 2021 in order to adjust the exercise price from $6.77 per share of Class A Common Stock to $0.24898 per share of Class A Common Stock and to extend the expiration date to March 16, 2030.
Referenced by the price of 2 transactions in Table II.