Form 4 for CELU Celularity Inc
Accepted 2023-10-05 00:00:00 ET · period of report 2023-09-29 · accession 0001104659-23-107259 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| M | 2023-10-05 | 2023-09-29+ | CELU | Sorrento Therapeutics, Inc. | 10% | S - Sale | — | -15.37M | 11.36M | -58% | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Class A Common Stock | 2023-10-05 | S | D | 6,307,158 | — | 5,050,427 | D | — | — | (F2) Pursuant to the terms of the SPA, the Purchaser paid Sorrento $1.5 million on September 29, 2023. In connection with the transaction described in clause (ii) of footnote 1 above, the Purchaser paid Sorrento $1.0 million on October 5, 2023, as consideration for the transfer of 6,307,158 Celularity Common Shares; however, the transfer of the remaining 5,050,427 Celularity Common Shares in exchange for the $0.8 million of consideration remaining to be paid pursuant to the SPA has not yet been consummated as of the date hereof. (F1) On September 29, 2023, the Reporting Person and Dr. Robert J. Hariri, M.D., Ph. D., ("Purchaser") entered into that certain Stock Purchase Agreement (the "SPA") pursuant to which the Purchaser agreed (i) to acquire on the date of the signing of the SPA, 9,064,539 shares of Class A common stock ("Celularity Common Shares") of Celularity Inc. ("Celularity") for an aggregate amount in cash equal to $1.5 million, payable on such initial closing date, and (ii) to acquire, no later than October 4, 2023, the remaining 11,357,585 Celularity Common Shares owned by the Reporting Person for an aggregate amount in cash equal to seventy percent of the 5-Day VWAP of the Celularity Common Shares calculated as of such subsequent closing date. |
| 2 | Common | Class A Common Stock | 2023-09-29 | S | D | 9,064,539 | — | 11,357,585 | D | — | — | (F2) Pursuant to the terms of the SPA, the Purchaser paid Sorrento $1.5 million on September 29, 2023. In connection with the transaction described in clause (ii) of footnote 1 above, the Purchaser paid Sorrento $1.0 million on October 5, 2023, as consideration for the transfer of 6,307,158 Celularity Common Shares; however, the transfer of the remaining 5,050,427 Celularity Common Shares in exchange for the $0.8 million of consideration remaining to be paid pursuant to the SPA has not yet been consummated as of the date hereof. (F1) On September 29, 2023, the Reporting Person and Dr. Robert J. Hariri, M.D., Ph. D., ("Purchaser") entered into that certain Stock Purchase Agreement (the "SPA") pursuant to which the Purchaser agreed (i) to acquire on the date of the signing of the SPA, 9,064,539 shares of Class A common stock ("Celularity Common Shares") of Celularity Inc. ("Celularity") for an aggregate amount in cash equal to $1.5 million, payable on such initial closing date, and (ii) to acquire, no later than October 4, 2023, the remaining 11,357,585 Celularity Common Shares owned by the Reporting Person for an aggregate amount in cash equal to seventy percent of the 5-Day VWAP of the Celularity Common Shares calculated as of such subsequent closing date. |