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.