Celularity Inc

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On January 3, 2025, we issued 21,739 shares of our Class A common stock to a former employee pursuant to an Amended Confidential Settlement and Release Agreement by and among us and the former employee with an effective date of January 3, 2025.

On May 19, 2025, we issued 50,000 shares of our Class A common stock to a consultant in connection with the execution of a consulting agreement under which the Consultant was engaged to provide business development and strategic advisory services. The shares of Class A common stock were issued with piggyback registration rights in connection with any future registration of Company securities.

On June 20, 2025, we issued 12,000 shares of our Class A common stock to a consultant in connection with services performed.

On June 25, 2025, we issued 490,632 shares of our Class A common stock to the holders of unsecured senior convertible notes in connection with a letter agreement between the Company and the note holders wherein the Company agreed to amend the conversion price to $1.60. In exchange for the Company agreeing to amend the conversion price of the notes, all holder’s agreed to an automatic conversion of the notes into shares of the Company’s Class A common stock.

On October 24, 2025, we entered into a Securities Purchase Agreement (the “October Purchase Agreement”) with an investor, pursuant to which we agreed to issue and sell in private placement transactions (each, a “Private Placement”), in up to three tranches, shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) with an aggregate stated value of up to $6,666,667, and accompanying warrants to purchase shares of our Class A Common Stock, par value $0.0001 per share (the “October Warrants” and, together with the Series A Preferred Stock, the “Securities”).

Under the October Purchase Agreement, the Series A Preferred Stock will be issued and sold at a purchase price equal to 90% of the stated value, with each Preferred Share having a stated value of $1.111111 per share, and the October Warrants will be issued for no additional consideration. Each warrant will entitle the investor to purchase a number of shares of common stock equal to 25% of the respective tranche purchase price divided by 95% of the lowest volume weighted average price (“VWAP”) during the seven trading days prior to the applicable closing, with an initial exercise price of $3.00 per share, subject to adjustment as set forth in the warrant.

In connection with the Private Placement, we entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of October 24, 2025, with the investor, pursuant to which we agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of common stock underlying the Series A Preferred Stock (the “Conversion Shares”) and October Warrants no later than thirty (30) days after the date of the Registration Rights Agreement, and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than ninety (90) days following the date of the Registration Rights Agreement.

Subject to shareholder approval under NASDAQ rules, the Series A Preferred Stock are convertible into Common Stock at the lower of (i) 110% of the closing price immediately prior to issuance or (ii) 95% of the lowest closing VWAP over the seven trading days prior to conversion, but not less than a floor price of $1.60 per share, subject to adjustments as described in the Certificate of Designations. Closings under the October Purchase Agreement will occur in up to three tranches as follows:

Initial Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value)

Second Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value), subject to the effectiveness of a resale Registration Statement for the Initial Tranche securities and satisfaction of other closing conditions

Third Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value), at the investor’s option

The closing of the Initial Tranche took place on October 24, 2025. The gross proceeds we received from the Initial Tranche are approximately $2 million, before deducting placement agent fees and expenses and estimated offering expenses.