Celularity Announces 1-for-10 Reverse Stock Split

FLORHAM PARK, N.J., Feb. 23, 2024 (GLOBE NEWSWIRE) -- Celularity, Inc. (Nasdaq: CELU; CELUW) (“Celularity”), a biotechnology company developing allogeneic cell therapies and advanced biomaterial products, today announced that its Board of Directors has approved a 1-for-10 reverse stock split of its Class A common stock, to be effective at 5:00 p.m. Eastern Standard Time, Wednesday, February 28, 2024. Celularity’s Class A common stock is expected to begin trading on a split-adjusted basis on the Nasdaq Capital Market on Thursday, February 29, 2024, under the current trading symbol, “CELU.” The reverse stock split was approved by Celularity’s stockholders on February 22, 2024, and is intended to increase the per share trading price of its Class A common stock to enable Celularity to satisfy the minimum bid price requirement for continued listing on the Nasdaq Capital Market.

According to Robert J. Hariri, M.D., Ph.D., Chairman, CEO and Founder, “This action is intended to bring our share price back into compliance with Nasdaq listing requirements, as well as nearing a price point for institutions, while minimizing the effect on our trading volume as much as practicable. In line with our earlier announcements about expected revenue growth in our advanced biomaterial products and biobanking businesses, I believe this is another step on the pathway to rebuilding value and achieving greater visibility to a broader community of investors.”

The 1-for-10 reverse stock split will automatically convert 10 current shares of Celularity’s Class A common stock into one new share of Class A common stock. No fractional shares will be issued in connection with the reverse stock split. In lieu of issuing fractional shares, stockholders of record who otherwise would be entitled to receive fractional shares will be entitled to receive a cash payment. The reverse split will reduce the number of shares of outstanding Class A common stock from 217,828,609 shares to approximately 21,782,861 shares (before elimination of fractions). Proportional adjustments also will be made to the exercise prices of Celularity’s outstanding stock options and warrants, and to the number of shares issued and issuable under Celularity’s stock incentive plans and employee stock purchase plan. Accordingly, the public and private warrants that are currently traded under the ticker symbol “CELUW” will be proportionally adjusted such that every 10 shares of Common Stock that may be purchased pursuant to the warrants immediately prior to the reverse stock split now represent one share of Common Stock that may be purchased immediately following the reverse stock split. Correspondingly, the exercise price per share of Class A common stock attributable to such warrants immediately prior to the reverse stock split has been proportionately increased, such that the exercise price immediately following the reverse stock split is $115. The number of Class A shares of common stock subject to the warrants is proportionately decreased by 10 times, to an aggregate of 1,437,448 shares.