CELU · Celularity Inc

Represented shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Notes") that the Reporting Person had the option to purchase from the Issuer at any time until June 19, 2026. The option to purchase such Notes expired pursuant to its terms on June 19, 2026, and no consideration was paid in connection with such expiration.

The Philip & Daniele Barach Family Trust (the "Trust") is or was the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of the Reporting Person's pecuniary interest therein.

Represented shares of Class A Common Stock issuable upon the exercise of up to 839,160 warrants (the "Warrants") that the Reporting Person had the option to obtain from the Issuer in connection with the purchase by the Reporting Person of the Notes at any time until June 19, 2026. Because the Reporting Person's option to purchase the Notes expired pursuant to its terms on June 19, 2026, the ability to obtain such Warrants also expired on such date.

Represented shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Notes") that the Reporting Person had the option to purchase from the Issuer at any time until June 19, 2026. The option to purchase such Notes expired pursuant to its terms on June 19, 2026, and no consideration was paid in connection with such expiration.

The Philip & Daniele Barach Family Trust (the "Trust") is or was the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of the Reporting Person's pecuniary interest therein.

Represented shares of Class A Common Stock issuable upon the exercise of up to 839,160 warrants (the "Warrants") that the Reporting Person had the option to obtain from the Issuer in connection with the purchase by the Reporting Person of the Notes at any time until June 19, 2026. Because the Reporting Person's option to purchase the Notes expired pursuant to its terms on June 19, 2026, the ability to obtain such Warrants also expired on such date.

Represented shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Notes") that the Reporting Person had the option to purchase from the Issuer at any time until June 19, 2026. The option to purchase such Notes expired pursuant to its terms on June 19, 2026, and no consideration was paid in connection with such expiration.

Represented shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Notes") that the Reporting Person had the option to purchase from the Issuer at any time until June 19, 2026. The option to purchase such Notes expired pursuant to its terms on June 19, 2026, and no consideration was paid in connection with such expiration.

Represented shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Notes") that the Reporting Person had the option to purchase from the Issuer at any time until June 19, 2026. The option to purchase such Notes expired pursuant to its terms on June 19, 2026, and no consideration was paid in connection with such expiration.

The Philip & Daniele Barach Family Trust (the "Trust") is or was the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of the Reporting Person's pecuniary interest therein.

Represented shares of Class A Common Stock issuable upon the exercise of up to 839,160 warrants (the "Warrants") that the Reporting Person had the option to obtain from the Issuer in connection with the purchase by the Reporting Person of the Notes at any time until June 19, 2026. Because the Reporting Person's option to purchase the Notes expired pursuant to its terms on June 19, 2026, the ability to obtain such Warrants also expired on such date.

Represented shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Notes") that the Reporting Person had the option to purchase from the Issuer at any time until June 19, 2026. The option to purchase such Notes expired pursuant to its terms on June 19, 2026, and no consideration was paid in connection with such expiration.

The Philip & Daniele Barach Family Trust (the "Trust") is or was the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of the Reporting Person's pecuniary interest therein.

Each restricted stock unit is the economic equivalent of one share of Celularity Inc. Class A Common Stock.

On April 13, 2022, the reporting person was granted 3,281 RSUs, 25% of which vested on April 13, 2026. The Class A Common Stock into which such vested RSUs converted on April 13, 2026 is reported in Table I on this Form 4.

Represents the conversion upon vesting of restricted stock units (RSUs) into Class A Common Stock. On April 13, 2022, the reporting person was granted 3,281 RSUs, 25% of which vested on April 13, 2026. Such RSUs were previously reported in Table II on a Form 4 filed with the SEC on April 28, 2022.

Each restricted stock unit is the economic equivalent of one share of Celularity Inc. Class A Common Stock.

On April 13, 2022, the reporting person was granted 13,123 RSUs, 25% of which vested on April 13, 2026. The Class A Common Stock into which such vested RSUs converted on April 13, 2026 is reported in Table I on this Form 4.

This line reflects the tax withholding on the vesting of RSUs that vested on April 13, 2026.

This line reflects the tax withholding on the vesting of RSUs that vested on April 13, 2026.

Represents the conversion upon vesting of restricted stock units (RSUs) into Class A common stock. On April 13, 2022, the reporting person was granted 6,562 RSUs, 25% of which vested on April 13, 2026. Such RSUs were previously reported in Table II on a Form 4 filed with the SEC on April 28, 2022.

Each restricted stock unit is the economic equivalent of one share of Celularity Inc. Class A Common Stock.

On April 13, 2022, the reporting person was granted 6,562 RSUs, 25% of which vested on April 13, 2026. The Class a common stock into which such vested RSUs converted on April 13, 2026 is reported in Table I on this Form 4.

This line reflects the tax withholding on the vesting of RSUs that vested on April 13, 2026.

Represents the conversion upon vesting of restricted stock units (RSUs) into Class A Common Stock. On April 13, 2022, the reporting person was granted 13,123 RSUs, 25% of which vested on April 13, 2026. Such RSUs were previously reported in Table II on a Form 4 filed with the SEC on April 28, 2022.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest immediately upon grant.

Includes 30,000 RSUs granted under the 2021 Plan, with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest immediately upon grant.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest immediately upon grant.

Includes 28,847 RSUs granted under the 2021 Plan, with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest immediately upon grant.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest immediately upon grant.

Includes 19,231 RSUs granted under the 2021 Plan, with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest immediately upon grant.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest immediately upon grant.

Includes 20,385 RSUs granted under the 2021 Plan, with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest immediately upon grant.

This option was granted under the 2021 Plan and shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

This option was granted under the 2021 Plan and shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

Includes 125,000 RSUs granted under the 2021 Plan, with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

This option was granted under the 2021 Plan and shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

Includes 125,000 RSUs granted under the 2021 Plan, with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

This option was granted under the 2021 Plan and shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

Includes 125,000 RSUs granted under the 2021 Plan, with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

Includes 125,000 RSUs granted under the 2021 Plan, with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the earlier of the one-year anniversary of the date of grant and the next annual stockholder meeting, subject to the Reporting Person's continuous service with the Issuer through such date.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs vested on December 19, 2025.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs vested and became exercisable on December 19, 2025.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs vested on December 19, 2025.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the date of grant.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the date of grant.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the date of grant.

These shares represent restricted stock units ("RSUs") granted under the Celularity Inc. 2021 Equity Incentive Plan (the "2021 Plan"), with each RSU representing a right to receive one share of the Issuer's Class A common stock. The RSUs shall vest and become exercisable on the date of grant.

The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025.

Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.

The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025.

Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.

Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

In connection with Mr. Lim's purchase of a promissory note from the Issuer with an aggregate principal amount of $6,812,230, that bears interest at 2% per annum and has a maturity date of March 21, 2026, Mr. Lim received from the Issuer a warrant to purchase up to 3.7 million shares of the Issuer's Class A Common Stock, at an exercise price of $2.528 per share, which represents a 20% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025.

This warrant is exercisable for five (5) years from (i) the date Mr. Lim receives clearance from the Committee on Foreign Investment in the United States ("CFIUS"), if such clearance is required for Mr. Lim to exercise this warrant, or (ii) the issuance date (July 21, 2025), if CFIUS clearance is not required for Mr. Lim to exercise this warrant.

The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025.

Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.

The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025.

Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.

The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025.

Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.

The Issuer amended and restated the terms of these warrants to adjust the exercise price of these warrants to $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the binding term sheet ("Term Sheet") between the Issuer and RWI (defined in Footnote 3) dated February 12, 2025, a copy of which is filed as Exhibit 10.68 to Amendment No. 1 to Form S-1 filed by the Issuer with the SEC on February 13, 2025.

Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.

Pursuant to the terms of each of these warrants, the exercise price was set on July 24, 2025, and accordingly the new warrants became "derivative securities" (as such term is defined in Rule 16a-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and, for the amended and restated warrants, replaced the existing warrants at that time, thereby triggering a reporting obligation for each such warrant under Section 16 of the Exchange Act.

On July 24, 2025, the Issuer issued to RWI a new warrant to purchase up to 500,000 shares of the Issuer's Class A Common Stock at an exercise price of $2.844 per share, which represents a 10% discount from the closing price of the Issuer's Class A Common Stock on July 24, 2025, pursuant to the terms agreed upon in the Term Sheet.

These warrants are held by Resorts World Inc Pte. Ltd. ("RWI"). Genting Berhad indirectly holds 50% of RWI with the balance 50% indirectly held by Mr. Lim. Each of Genting Berhad and Mr. Lim disclaims beneficial ownership over these securities except to the extent of its or his pecuniary interest therein.

62,112 options vest over 3 years beginning on June 5, 2026.

Each restricted stock unit is the economic equivalent of one share of Celularity Inc. Class A Common Stock.

On April 13, 2022, the reporting person was granted 4,101 RSUs, 25% of which vested on April 13, 2025. The Class A Common Stock into which such vested RSUs converted on April 13, 2025 is reported in Table I on this Form 4.

Represents the conversion upon vesting of restricted stock units (RSUs) into Class A Common Stock. On April 13, 2022, the reporting person was granted 4,101 RSUs, 25% of which vested on April 13, 2025. Such RSUs were previously reported in Table II on a Form 4 filed with the SEC on April 28, 2022.

Represents the conversion upon vesting of restricted stock units (RSUs) into Class A common stock. On April 13, 2022, the reporting person was granted 6,562 RSUs, 25% of which vested on April 13, 2025. Such RSUs were previously reported in Table II on a Form 4 filed with the SEC on April 28, 2022.

This line reflects the tax withholding on the vesting of RSUs that vested on April 13, 2025.

This line reflects the tax withholding on the vesting of RSUs that vested on April 13, 2025.

Represents the conversion upon vesting of restricted stock units (RSUs) into Class A Common Stock. On April 13, 2022, the reporting person was granted 3,281 RSUs, 25% of which vested on April 13, 2025. Such RSUs were previously reported in Table II on a Form 4 filed with the SEC on April 28, 2022.