Celularity completes balance sheet restructuring, retires $41.6M in debt

Celularity (CELU) completed a major balance sheet restructuring resulting in the retirement of all $32M of the Company’s senior secured debt plus $9.6M in associated unpaid interest. As part of this restructuring, Celularity entered into an Asset Purchase Agreement and a License Agreement with Celeniv and Tan Sri Dato Lim Kok Thay, executive chairman/non-independent executive director of Genting Group and former Celularity director. Under the Asset Purchase Agreement, Celularity sold its intellectual property assets to Celeniv, which under the License Agreement licensed those assets to Celularity on an exclusive basis for an initial term of five years renewable for additional five-year terms. Celularity is required to make quarterly license payments to Celeniv under the License Agreement based on the value of the assets sold under the Asset Purchase Agreement. Celularity also has an exclusive five-year option under the Asset Purchase Agreement to repurchase the assets from Celeniv. Celularity received consideration under the Asset Purchase Agreement in the amount of $33,812,230, which it used to retire the $27,000,000 senior secured loan outstanding from RWI and the $6,812,230 Promissory Note outstanding from Mr. Lim. Previously, Celularity used part of the proceeds it received under the Promissory Note to retire the senior secured loan outstanding from C.V. Starr and Co., Inc., or Starr. Celularity was advised in the transactions by Faithstone Capital Partners. Celularity also completed an internal restructuring including establishing operating subsidiaries for each of its functional business units, as follows: Celularity Biomaterials LLC, its advanced biomaterial products commercial unit. Celularity Longevity LLC, its cellular therapeutics products commercial unit. Celularity Advanced Manufacturing LLC, its contract development and manufacturing, or CDMO, commercial unit. Celularity Biorepository LLC, its neonatal and adult cell and tissue banking commercial unit. Celularity Discovery & Development, LLC, its internal discovery and development unit. Celularity Asset Holding LLC, its internal services unit.