Equity | 10. Equity Common Stock As of September 30, 2024 and December 31, 2023, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 730,000,000 0.0001 21,984,614 19,378,192 Voting Power Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock are entitled to one vote per share Dividends Holders of Class A common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically. Liquidation, Dissolution and Winding Up In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied. Preemptive or Other Rights The Company’s stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to common stock. Election of Directors The Company’s board of directors is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term, except with respect to the election of directors at the special meeting held in connection with the merger with GX, Class I directors are elected to an initial one-year term (and three-year terms subsequently), the Class II directors are elected to an initial two-year term (and three-year terms subsequently) and the Class III directors are elected to an initial three-year term (and three-year terms subsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50.0 Preferred Stock The Company’s Certificate of Incorporation authorized 10,000,000 no ATM Agreement On September 8, 2022, the Company entered into an At-the-Market Sales Agreement (the “ATM Agreement”) with BTIG, LLC, Oppenheimer & Co. Inc. and B. Riley Securities, Inc., acting as sales agents and/or principals, pursuant to which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock, having an aggregate offering price of up to $ 150,000 Any shares offered and sold in the at-the-market offering will be issued pursuant to the Company’s shelf registration statement on Form S-3 and the related prospectus supplement. Under the ATM Agreement, the sales agents may sell shares of common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933. The Company will pay the sales agents a commission rate of up to 3.0 During the nine months ended September 30, 2023, the Company received gross and net proceeds of $ 141 136 13,296 10.60 March 2023 PIPE On March 20, 2023, the Company entered into a securities purchase agreement with two accredited investors, including its Chairman and Chief Executive Officer, Dr. Robert Hariri, providing for the private placement of (i) 938,184 938,183 8.34 1.25 9,000 2,000 30.00 five years 61 The Company accounted for the March 2023 PIPE Warrants and common stock as a single non-arm’s length transaction. The Company applied the guidance for this transaction in accordance with ASU 2020-06, (Subtopic 470-20): Debt - Debt with Conversion and Other Options, ASC 815 Derivatives and Hedging, ASC 480 Distinguishing Liabilities from Equity 1,650 On September 14, 2023, the Company entered into a warrant amendment on the March 2023 PIPE Warrants with the unaffiliated investor to reduce the exercise price from $ 30.00 10.00 729,698 Stock-Based Compensation, 402 Registered Direct Offerings On April 10, 2023, the Company closed on a registered direct offering of 923,077 923,076 6.50 6,000 7.50 five years 5,505 4,280 Upon the closing of the registered direct offering on April 10, 2023, the Company amended the existing May 2022 PIPE Warrants, to reduce the exercise price from $ 82.50 7.50 date to five and one-half years following the closing of the offering 1,389 On July 31, 2023, the Company closed on a registered direct offering of 857,143 857,142 3.50 3,000 3.50 five years 2,740 2,645 In connection with the July 31, 2023 registered direct offering described above, the Company also entered into an amendment to certain existing warrants to purchase up to an aggregate of 892,856 7.50 3.50 511 May 2023 PIPE On May 18, 2023, the Company closed on a securities purchase agreement with a group of accredited investors, providing for the private placement of an aggregate (i) 581,395 581,394 1.25 3,750 10.00 May 17, 2028 61 January 2024 PIPE On January 12, 2024, the Company entered into a securities purchase agreement with an existing investor, Dragasac Limited (“Dragasac”), providing for the private placement of (i) 2,141,098 0.0001 535,274 2.4898 1.25 6,000 January 16, 2024 2.4898 January 16, 2029 five years The Company accounted for the January 2024 PIPE Warrant and common stock as a single non-arm’s length transaction recognized in equity. The Company applied the guidance for this transaction in accordance with ASU 2020-06, (Subtopic 470-20): Debt - Debt with Conversion and Other Options, ASC 815 Derivatives and Hedging, ASC 480 Distinguishing Liabilities from Equity 909 652,981 67.70 2.4898 524 In connection with the execution of the securities purchase agreement, the Company also entered into an investor rights agreement with Dragasac dated as of January 12, 2024. The investor rights agreement provides Dragasac certain information and audit rights, as well as registration rights with respect to the shares (and shares underlying the January 2024 PIPE Warrant), including both the undertaking to file a registration statement within 45 days of filing of the 2023 Form 10-K, “piggyback” registration rights, as well as the right to request up to three demand rights for underwritten offerings per year; in each case subject to customary “underwriter cutback” language as well as any objections raised by the SEC to inclusion of securities. If the initial registration statement was not filed on or prior to May 15, 2024, the investor rights agreement provides for partial liquidating damages equal to 1.0 6.0 18.0 Effective February 16, 2024, in order to comply with Section 4.15(a) of the securities purchase agreement, the Company entered into an amended employment agreement with its Chief Administrative Officer (“CAO”), whereby the CAO agreed to decrease his base salary from $ 500 425 Warrant Modifications On January 12, 2024, in connection with the January 2024 PIPE, the Company agreed to amend the exercise price of legacy warrants held by Dragasac to purchase 652,981 March 16, 2025 67.70 2.4898 300,000 June 20, 2028 5.895 75,000 March 17, 2028 7.10 5.895 50,000 June 20, 2028 8.10 5.895 Standby Equity Purchase Agreement On March 13, 2024, the Company and Yorkville entered into a SEPA. Under the SEPA, the Company has the right to sell to Yorkville up to $ 10,000 0.0001 Upon the satisfaction of the conditions precedent in the SEPA, which include having a resale shelf for shares of common stock issued to Yorkville declared effective, the Company has the right to direct Yorkville to purchase a specified number of shares of common stock by delivering written notice (“Advance”). An Advance may not exceed 100 five Yorkville will generally purchase shares pursuant to an Advance at a price per share equal to 97 The SEPA will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the date of the SEPA or (ii) the date on which Yorkville shall have made payment for shares of common stock equal to $ 10,000 As consideration for Yorkville’s commitment to purchase the shares of common stock pursuant to the SEPA, the Company paid Yorkville a $ 25 16,964 125 In connection with the entry into the SEPA, on March 13, 2024, the Company entered into a registration rights agreement with Yorkville, pursuant to which the Company agreed to file with the SEC no later than May 3, 2024, a registration statement for the resale by Yorkville of the shares of common stock issued under the SEPA (including the commitment fee shares). The Company agreed to use commercially reasonable efforts to have such registration statement declared effective within 45 days of such filing and to maintain the effectiveness of such registration statement during the 36-month commitment period. The Company will not have the ability to request any Advances under the SEPA (nor may Yorkville convert the Initial Advance into common stock) until such resale registration statement is declared effective by the SEC. The Company has not yet filed a registration statement with the SEC for the resale by Yorkville of the shares of common stock issued under the SEPA, which is deemed an event of default under the SEPA and as a result, the interest rate on the on the Yorkville convertible promissory note (see Note 7) increased to 18.0 The Company determined that the SEPA should be accounted for as a derivative measured at fair value, with changes in the fair value recognized in earnings. Because the Company has not yet filed a registration statement and no shares can currently be issued under the SEPA, the SEPA is deemed to have no value as of the issuance date and as of September 30, 2024. Warrants As of September 30, 2024, the Company had 10,905,901 Summary of the Warrants Number of Exercise Expiration 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 $ 115.00 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 67.70 2.4898 (2) The number of Public Warrants and Sponsor Warrants outstanding was not adjusted for the reverse stock split. There are 14,374,478 8,499,999 115.00 (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 7.10 50,000 8.10 5.895 | 12. Equity Common Stock As of December 31, 2023 and 2022, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 730,000,000 0.0001 Voting Power Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock are entitled to one vote per share Dividends Holders of Class A Common Stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically. Liquidation, Dissolution and Winding Up In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied. Preemptive or Other Rights The Company’s stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to common stock. Election of Directors The Company’s board of directors is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term, except with respect to the election of directors at the special meeting held in connection with the merger with GX. Class I directors are elected to an initial one-year term (and three-year terms subsequently), the Class II directors are elected to an initial two-year term (and three-year terms subsequently) and the Class III directors are elected to an initial three-year term (and three-year terms subsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50 Preferred Stock The Company’s Certificate of Incorporation authorized 10,000,000 no May 2022 PIPE On May 18, 2022, the Company entered into a securities purchase agreement with an institutional accredited investor providing for the private placement of (i) 405,405 405,405 74.0 30,000 27,396 2,604 7,651 82.50 May 20, 2027 five years May 20, 2022 19,745 On April 10, 2023, upon the closing of a registered direct offering (see further discussion below), the Company amended the existing May 2022 PIPE Warrants, to reduce the exercise price from $ 82.50 7.50 date to five and one-half years following the closing of the offering 1,389 3.50 892,857 405,405 487,451 511 ATM Agreement On September 8, 2022, the Company entered into an At-the-Market Sales Agreement (the “ATM Agreement”) with BTIG, LLC, Oppenheimer & Co. Inc. and B. Riley Securities, Inc., acting as sales agents and/or principals, pursuant to which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock, having an aggregate offering price of up to $ 150,000 Any shares offered and sold in the at-the-market offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 and the related prospectus supplement. Under the ATM Agreement, the sales agents may sell shares of common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act. The Company will pay the sales agents a commission rate of up to 3 During the year ended December 31, 2023, the Company received gross and net proceeds of $ 141 136 13,296 10.60 March 2023 PIPE On March 20, 2023, the Company entered into a securities purchase agreement with two accredited investors, including its Chairman and Chief Executive Officer, Dr. Robert Hariri, providing for the private placement of (i) 938,183 938,183 83.43 1.25 9,000 2,000 30.00 March 27, 2028 five years 61 The Company accounted for the March 2023 PIPE Warrants and common stock as a single non-arm’s length transaction. The Company applied the guidance for this transaction in accordance with ASU 2020-06, (Subtopic 470-20): Debt - Debt with Conversion and Other Options, ASC 815 Derivatives and Hedging, ASC 480 Distinguishing Liabilities from Equity 1,650 ASC 815-10-15-74(a) On September 14, 2023, the Company entered into a warrant amendment on the March 2023 PIPE Warrants with the unaffiliated investor to reduce the exercise price from $ 30.00 10.00 729,698 ASC 718 Stock-Based Compensation 402 Registered Direct Offerings On April 10, 2023, the Company closed on a registered direct offering of 923,076 923,076 6.50 6,000 7.50 five years 5,505 4,280 On July 31, 2023, the Company closed on a registered direct offering of 857,142 857,142 3.50 3,000 3.50 five years 2,740 2,645 In connection with the July 31, 2023 registered direct offering described above, the Company also entered into an amendment to certain existing warrants to purchase up to an aggregate of 892,856 7.50 3.50 511 May 2023 PIPE On May 18, 2023, the Company closed on a securities purchase agreement with a group of accredited investors, providing for the private placement of an aggregate (i) 581,394 581,394 5.20 1.25 3,750 10.00 May 18, 2028 five years 61 ASC 815-10-15-74(a) Warrants On March 1, 2022, Celularity and certain of the related party investors amended and restated the investors’ respective Legacy Celularity Warrants to (i) reduce the exercise price per share from $ 75.30 35.00 1,328,138 1,328,138 46,485 15,985 As of December 31, 2023, the Company had outstanding warrants to purchase 7,070,627 Summary of the Warrants Number of Exercise Expiration 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 $ 115.00 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 80 (2) The number of Public Warrants and Sponsor Warrants outstanding was not adjusted for the reverse stock split. There are 14,374,478 8,499,999 115.00 2024 Warrant Repricing In connection with the execution of the private placement on January 12, 2024 described below, the Company agreed to reprice 652,981 67.70 2.4898 January 2024 PIPE Warrants On January 12, 2024, the Company entered into a securities purchase agreement with an existing investor, Dragasac Limited, providing for the private placement of (i) 2,141,098 0.0001 535,274 2.4898 1.25 6,000 January 16, 2024 2.4898 January 16, 2029 five years Effective February 16, 2024, in order to comply with Section 4.15(a) of the securities purchase agreement, the Company entered into an amended employment agreement with its Chief Administrative Officer (“CAO”), whereby the CAO agreed to decrease his base salary from $ 500 425 Warrant Modifications On March 13, 2024, in connection with the RWI Forbearance Agreement (See Note 10), the Company agreed to issue RWI a warrant to acquire up to 300,000 June 20, 2028 5.895 75,000 March 17, 2028 7.10 5.895 50,000 June 20, 2028 8.10 5.895 Standby Equity Purchase Agreement On March 13, 2024, the Company and Yorkville entered into a SEPA. Under the SEPA, the Company has the right to sell to Yorkville up to $ 10,000,000 0.0001 Upon the satisfaction of the conditions precedent in the SEPA, which include having a resale shelf for shares of common stock issued to Yorkville declared effective, the Company has the right to direct Yorkville to purchase a specified number of shares of common stock by delivering written notice (“Advance”). An Advance may not exceed 100 five Yorkville will generally purchase shares pursuant to an Advance at a price per share equal to 97 three The SEPA will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the date of the SEPA or (ii) the date on which Yorkville shall have made payment of for shares of common stock equal to $ 10.0 As consideration for Yorkville’s commitment to purchase the shares of common stock pursuant to the SEPA, the Company paid Yorkville a $ 25 16,964 In connection with the entry into the SEPA, on March 13, 2024, the Company entered into a registration rights agreement with Yorkville, pursuant to which the Company agreed to file with the Securities and Exchange Commission (“SEC”) no later than May 3, 2024, a registration statement for the resale by Yorkville of the shares of Common Stock issued under the SEPA (including the commitment fee shares). The Company agreed to use commercially reasonable efforts to have such registration statement declared effective within 45 days of such filing and to maintain the effectiveness of such registration statement during the 36-month commitment period. The Company will not have the ability to request any Advances under the SEPA (nor may Yorkville convert the Initial Advance into Common Stock) until such resale registration statement is declared effective by the SEC. Delaware Section 205 Proceeding On July 14, 2021, Celularity, then operating as GX Acquisition Corp. (“Pre-Merger Company”), held a special meeting of stockholders (the “Special Meeting”) to approve certain matters related to the business combination between the Pre-Merger Company and Celularity Operations, Inc. (“Legacy Celularity”), including a proposal to adopt a certificate of amendment to the Pre-Merger Company’s amended and restated certificate of incorporation (the “Pre-Merger Charter”) to increase the number of authorized shares of its common stock from 110,000,000 730,000,000 A recent decision by the Court of Chancery of the State of Delaware (the “Court”) in Garfield v. Boxed, Inc. In re Celularity, Inc. On March 29, 2023, the Court of Chancery held a hearing in the Section 205 Action and orally granted the Petition, and, later that same day, the Court issued an order in the Section 205 Action, in which it validated and declared effective the Increase Amendment and the Certificate of Incorporation as of 10:00 a.m. (EDT) on July 16, 2021, and all shares of capital stock of the Company issued in reliance on the effectiveness of the Increase Amendment and the Certificate of Incorporation as of the date and time of the original issuance of such shares. The Courts order has addressed and eliminated the uncertainty created by the Garfield |