Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Celularity Inc.
(Name of Issuer)
Class A Common Stock, par value $0.0001 per share
(Title of Class of Securities)
151190105
(CUSIP Number)
c/o Tan Kong Han
Dragasac Limited
25th Floor, Wisma Genting, Jalan Sultan Ismail, 50250
Kuala Lumpur, Wilayah Persekutuan, Malaysia
+(603) 2333-6888
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
June 20, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for
any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange
Act of 1934, as amended (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 151190105
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Page 2 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Dragasac Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Isle of Man
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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36,592,597 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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36,592,597 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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36,592,597 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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19.6% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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1. This amount includes 6,529,818 Common Shares that the Reporting Person has the right to acquire upon exercise of Warrants (as defined in the Original
Schedule 13D).
2. Calculation is based on the sum of (i) 180,530,272 Common Shares outstanding as of May 18, 2023, as reported in the
quarterly report on Form 10-Q filed by the Issuer on May 22, 2023, plus (ii) 6,529,818 Common Shares issuable to the Reporting Person upon exercise of Warrants, which have been added to the Common Shares outstanding in accordance with Rule
13d-3(d)(1)(i) under the Act.
CUSIP No. 151190105
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Page 3 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Genting Berhad
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Malaysia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0
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8
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SHARED VOTING POWER
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39,592,597 (1)
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9
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SOLE DISPOSITIVE POWER
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0
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10
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SHARED DISPOSITIVE POWER
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39,592,597 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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39,592,597 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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20.8% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO, HC
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1. This amount includes (i) 6,529,818 Common Shares that Dragasac Limited has the right to acquire upon exercise of Warrants
(as defined herein) and (ii) 3,000,000 Common Shares that Resorts World Inc Pte. Ltd. has the right to acquire upon exercise of the RWI Warrant (as defined herein).
2. Calculation is based on the sum of (i) 180,530,272 Common Shares outstanding as of May 18, 2023, as reported in the quarterly report on Form 10-Q filed
by the Issuer on May 22, 2023, plus (ii) 6,529,818 Common Shares issuable to Dragasac Limited upon exercise of Warrants, and (iii) 3,000,000 Common Shares issuable to Resorts World Inc Pte. Ltd. upon exercise of the RWI Warrant, each of (ii) and
(iii) having been added to the Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
CUSIP No. 151190105
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Page 4 of 7 Pages
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1
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NAMES OF REPORTING PERSONS
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Lim Kok Thay
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Malaysia
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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415,357
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8
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SHARED VOTING POWER
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39,592,597 (1)
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9
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SOLE DISPOSITIVE POWER
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415,357
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10
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SHARED DISPOSITIVE POWER
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39,592,597 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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40,007,954 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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21.0% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN, HC
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1. This amount includes (i) 6,529,818 Common Shares that Dragasac Limited has the right to acquire upon exercise of Warrants (as defined herein) and (ii)
3,000,000 Common Shares that Resorts World Inc Pte. Ltd. has the right to acquire upon exercise of the RWI Warrant.
2. Calculation is based on the sum of (i) 180,530,272 Common Shares outstanding as of May 18, 2023, as reported in the quarterly report on Form 10-Q filed
by the Issuer on May 22, 2023, plus (ii) 6,529,818 Common Shares issuable to Dragasac Limited upon exercise of Warrants, (iii) 3,000,000 Common Shares issuable to Resorts World Inc Pte. Ltd. upon exercise of the RWI Warrant, and (iv) an aggregate
415,357 Common Shares issuable to the Reporting Person upon exercise of a deferred compensation award, exercise of stock options, or vesting of restricted stock units (as described further in Item 5 herein), each of (ii), (iii), and (iv) having
been added to the Common Shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
CUSIP No. 151190105
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Page 5 of 7 Pages
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EXPLANATORY NOTE
Pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, this Amendment No. 1 to the Schedule 13D (“Amendment No. 1”)
amends certain items of the Schedule 13D filed with the Commission on July 26, 2021 (the “Original Schedule 13D”), relating to the Class A Common Stock, par value $0.0001 per share (the “Common Shares”), of Celularity, Inc. (the “Issuer”). All
capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Schedule 13D.
Item 4. |
Purpose of Transaction
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Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
On May 16, 2023, the Issuer entered into a senior secured loan agreement (the “Loan Agreement”) with Resorts World Inc Pte. Ltd.
(“RWI”), pursuant to which RWI provided a loan to the Issuer (the “Original Loan”) in the aggregate principal amount of $6.0 million net of an original issue discount amount equal to $120,000. On June 20, 2023, the Issuer and RWI entered into an
Amended and Restated Loan Agreement (the “Amended Loan Agreement”), pursuant to which RWI provided an additional loan to the Issuer (the “Additional Loan” and, together with the Original Loan, the “RWI Loan”) in the principal amount of $6.0 million
net of an original issue discount amount equal to $678,000, for an aggregate principal amount of $12.0 million for the RWI Loan. The RWI Loan bears interest at a rate of 12.5% per year, with the first year of interest being paid in kind on the last
day of each month, and matures March 17, 2025. RWI is a private company based in Singapore that is indirectly co-owned by each of Lim Kok Thay and Genting Berhad.
In connection with the Additional Loan, on June 20, 2023, the Issuer granted RWI a warrant to purchase up to 3,000,000 Common Shares
(the “RWI Warrant”) at a purchase price of $375,000, or $0.125 per whole Common Share underlying the RWI Warrant. The RWI Warrant is exercisable at an exercise price of $0.81 (and can be exercised on a cashless basis), and expires on the five (5)
year anniversary of the date of issuance (or June 20, 2028).
The foregoing summary of each of the Loan Agreement, the Amended Loan Agreement, and the RWI Warrant does not purport to be complete
and is qualified in its entirety by reference to the full text of each of the Loan Agreement and the Amended Loan Agreement and the form of RWI Warrant, each of which is attached hereto as exhibits to this Amendment No. 1 and is incorporated by
reference.
Item 5. |
Interest in Securities of the Issuer
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Item 5(a)-(c) of the Original Schedule 13D is hereby amended and supplemented as follows:
(a)-(b) As of the date hereof, Dragasac may be deemed to beneficially own 36,592,597 Common Shares, or approximately 19.6% of the
Common Shares outstanding. This amount includes (i) 30,062,779 Common Shares held directly by Dragasac and (ii) 6,529,818 Common Shares that Dragasac has the right to acquire upon exercise of Warrants.
As of the date hereof, Genting Berhad may be deemed to beneficially own 39,592,597 Common Shares, or approximately 20.8% of the
Common Shares outstanding. This amount includes (i) 30,062,779 Common Shares held directly by Dragasac, (ii) 6,529,818 Common Shares that Dragasac has the right to acquire upon exercise of Warrants, and (iii) 3,000,000 Common Shares that Resorts
World Inc Pte. Ltd. has the right to acquire upon exercise of the RWI Warrant.
As of the date hereof, Mr. Lim may be deemed to beneficially own 40,007,954 Common Shares, or approximately 21.0% of the Common
Shares outstanding. This amount includes (i) 30,062,779 Common Shares held directly by Dragasac, (ii) 6,529,818 Common Shares that Dragasac has the right to acquire upon exercise of Warrants, (iii) 3,000,000 Common Shares that Resorts World Inc
Pte. Ltd. has the right to acquire upon exercise of the RWI Warrant, (iv) 269,007 Common Shares underlying a deferred compensation award issued to Mr. Lim, with an exercise price of $3.83 and an expiration date of March 24, 2031, which is currently
exercisable, (v) 56,053 Common Shares that Mr. Lim has the right to acquire upon exercise of a stock option award issued to Mr. Lim, with an exercise price of $6.72 and an expiration date of September 9, 2031, which is currently exercisable, (vi)
36,145 Common Shares underlying restricted stock units awarded to Mr. Lim, which are currently exercisable, subject to Mr. Lim’s continuous service with the Issuer, and (vii) 54,152 Common Shares that Mr. Lim has the right to acquire upon exercise
of a stock option award issued to Mr. Lim, with an exercise price of $4.15 and an expiration date of July 13, 2032, which is currently exercisable, subject to Mr. Lim’s continuous service with the Issuer. This amount excludes (i) 199,921 Common
Shares underlying restricted stock units awarded to Mr. Lim on June 14, 2023, and (ii) 277,778 Common Shares that Mr. Lim has the right to acquire upon exercise of a stock option award issued to Mr. Lim on June 14, 2023, with an exercise price of
$0.7503 and an expiration date of June 14, 2033, because each of (i) and (ii) is not exercisable within sixty days of the date hereof.
CUSIP No. 151190105
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Page 6 of 7 Pages
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The percentages set forth herein are based on the sum of (i) 180,530,272 Common Shares outstanding as of May 18, 2023, as reported
in the quarterly report on Form 10-Q filed by the Issuer on May 22, 2023, plus the number of Common Shares issuable to each Reporting Person within sixty days, which Common Shares have been added to the total Common Shares outstanding in accordance
with Rule 13d-3(d)(1)(i) under the Act.
Each of the Reporting Persons may be deemed to share the power to vote or direct the vote, and share the power to dispose or direct
the disposition of, the 30,062,779 Common Shares held directly by Dragasac and the 6,529,818 Common Shares that Dragasac has the right to acquire upon exercise of Warrants. Each of Genting Berhad and Mr. Lim may further be deemed to share the power
to vote or direct the vote, and share the power to dispose or direct the disposition of, the 3,000,000 Common Shares that RWI has the right to acquire upon exercise of the RWI Warrant. Mr. Lim may be deemed to have the sole power to vote or direct
the vote, and the sole power to dispose or direct the disposition of, the aggregate 415,357 Common Shares issuable to Mr. Lim upon exercise of a deferred compensation award, exercise of stock options, or vesting of restricted stock units, as
described herein.
(c) The response to Item 4 is incorporated by reference herein. Other than as disclosed herein, the Reporting Persons have not
effected any transactions in the Common Shares during the past sixty days.
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
The response to Item 4 of this Amendment No. 1 is incorporated by reference herein.
Except as otherwise set forth in the Schedule 13D, as amended by this Amendment No. 1, there are no contracts, arrangements,
understandings, or relationships between the Reporting Persons named in Item 2 and any other person with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder’s fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. |
Material to be Filed as Exhibits
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Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:
Exhibit 99.5
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Form of Loan Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on May 16, 2023)
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Exhibit 99.6
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Form of Amended Loan Agreement (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Issuer with the SEC on June 21, 2023)
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Exhibit 99.7
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Form of RWI Warrant (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Issuer with the SEC on June 21, 2023)
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CUSIP No. 151190105
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Page 7 of 7 Pages
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and
correct.
Dated: June 22, 2023
Dragasac Limited
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By:
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/s/ Tan Kong Han
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Name:
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Tan Kong Han
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Title:
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Director
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Genting Berhad
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By:
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/s/ Loh Bee Hong, Elaine
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Name:
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Loh Bee Hong, Elaine
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Title:
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Company Secretary
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Lim Kok Thay
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/s/ Lim Kok Thay
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