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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/25/22 Celularity Inc. S-1 111:25M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 2.88M
2: EX-5.1 Opinion of Counsel re: Legality HTML 35K
3: EX-23.1 Consent of Expert or Counsel HTML 30K
9: EX-FILING FEES Filing Fees HTML 40K
10: R1 Cover Page HTML 46K
11: R2 Condensed Consolidated Balance Sheets (Unaudited) HTML 169K
12: R3 Condensed Consolidated Balance Sheets (Unaudited) HTML 76K
(Parentheticals)
13: R4 Condensed Consolidated Statements of Operations HTML 115K
14: R5 Condensed Consolidated Statements of Convertible HTML 152K
Preferred Stock and Stockholders' Equity (Deficit)
(Unaudited)
15: R6 Condensed Consolidated Statements of Cash Flows HTML 184K
(Unaudited)
16: R7 Nature of Business and Basis of Presentation HTML 79K
17: R8 Summary of Significant Accounting Policies HTML 177K
18: R9 Business Combinations HTML 82K
19: R10 Fair Value of Financial Assets and Liabilities HTML 262K
20: R11 Inventory HTML 67K
21: R12 Prepaid Expenses HTML 41K
22: R13 Property and Equipment, Net HTML 67K
23: R14 Goodwill and Intangible Assets, Net HTML 129K
24: R15 Accrued Expenses and Other Current Liabilities HTML 44K
25: R16 Short-Term Borrowings - Related Party HTML 37K
26: R17 Leases HTML 83K
27: R18 Commitments and Contingencies HTML 69K
28: R19 Equity HTML 117K
29: R20 Stock-Based Compensation HTML 160K
30: R21 Revenue Recognition HTML 102K
31: R22 License and Distribution Agreements HTML 68K
32: R23 Benefit Plans HTML 37K
33: R24 Income Taxes HTML 112K
34: R25 Segment Information HTML 191K
35: R26 Related Party Transactions HTML 53K
36: R27 Subsequent Events HTML 38K
37: R28 Summary of Significant Accounting Policies HTML 233K
(Policies)
38: R29 Summary of Significant Accounting Policies HTML 73K
(Tables)
39: R30 Business Combinations and Disposals (Tables) HTML 39K
40: R31 Fair Value of Financial Assets and Liabilities HTML 247K
(Tables)
41: R32 Inventory (Tables) HTML 65K
42: R33 Prepaid Expenses (Tables) HTML 40K
43: R34 Property and Equipment, Net (Tables) HTML 63K
44: R35 Goodwill and Intangible Assets, Net (Tables) HTML 129K
45: R36 Accrued Expenses and Other Current Liabilities HTML 44K
(Tables)
46: R37 Leases (Tables) HTML 89K
47: R38 Commitments and Contingencies (Tables) HTML 47K
48: R39 Equity (Tables) HTML 55K
49: R40 Stock-Based Compensation (Tables) HTML 124K
50: R41 Revenue Recognition (Tables) HTML 69K
51: R42 Income Taxes (Tables) HTML 109K
52: R43 Segment Information (Tables) HTML 182K
53: R44 Nature of Business and Basis of Presentation - HTML 90K
Additional Information (Details)
54: R45 Summary of Significant Accounting Policies - HTML 124K
Additional Information (Details)
55: R46 Summary of Significant Accounting Policies - HTML 51K
Schedule of Estimated Useful Life of Assets Based
on Depreciation and Amortization Expense (Details)
56: R47 Summary of Significant Accounting Policies - HTML 46K
Schedule of Antidilutive Securities Excluded from
Computation of Diluted Weighted-average Shares of
Common Stock Outstanding (Details)
57: R48 Business Combinations - Additional Information HTML 168K
(Details)
58: R49 Business Combinations and Disposals - Schedule of HTML 47K
assets and liabilities were divested/written off
(Details)
59: R50 Fair Value of Financial Assets and Liabilities - HTML 71K
Schedule of Financial Assets and Liabilities
Measured at Fair Value on a Recurring Basis
(Details)
60: R51 Fair Value of Financial Assets and Liabilities - HTML 55K
Additional Information (Details)
61: R52 Fair Value of Financial Assets and Liabilities - HTML 43K
Schedule of Reconciliation of Contingent
Consideration Obligations Measured on a Recurring
Basis (Details)
62: R53 Fair Value of Financial Assets and Liabilities - HTML 49K
Schedule of Aggregate Fair Values of the Warrant
Liability (Details)
63: R54 Fair Value of Financial Assets and Liabilities - HTML 90K
Schedule of Fair Value of Warrants Issued
(Details)
64: R55 Fair Value of Financial Assets and Liabilities - HTML 45K
Schedule of Fair Value of Warrants Issued
(Parenthetical) (Details)
65: R56 Fair Value of Financial Assets and Liabilities - HTML 51K
Schedule of Convertible Note Valuation Model
(Details)
66: R57 Inventory - Schedule of Major Classes of HTML 47K
Inventories (Details)
67: R58 Prepaid Expenses - Schedule of Prepaid Expenses HTML 42K
(Details)
68: R59 Property and Equipment, Net - Schedule of Property HTML 55K
and Equipment, Net (Details)
69: R60 Property and Equipment, Net - Schedule of Property HTML 42K
and Equipment, Net (Parenthetical) (Details)
70: R61 Property and Equipment, Net - Additional HTML 39K
Information (Details)
71: R62 Goodwill and Intangible Assets, Net - Schedule Of HTML 47K
Carrying Values Of Goodwill Assigned To Operating
Segments (Details)
72: R63 Goodwill and Intangible Assets, Net - Schedule of HTML 71K
Intangible Assets, Net (Details)
73: R64 Goodwill and Intangible Assets, Net - Additional HTML 37K
Information (Details)
74: R65 Goodwill and Intangible Assets, Net - Schedule of HTML 43K
Aggregate Amortization Expense Related to
Intangible Assets (Details)
75: R66 Accrued Expenses and Other Current Liabilities - HTML 48K
Schedule of Accrued Expenses (Details)
76: R67 Short-Term Borrowings - Related Party - Additional HTML 56K
Information (Details)
77: R68 Leases - Additional Information (Details) HTML 77K
78: R69 Leases - Impact of Adoption of ASC 842 (Details) HTML 56K
79: R70 Leases - Schedule of Lease Costs (Details) HTML 41K
80: R71 Leases - Schedule of Cash and Non-cash Activity HTML 34K
Related to the Lease Liabilities (Details)
81: R72 Leases - Schedule of Future Minimum Payments under HTML 57K
Non-cancelable Operating Leases (Details)
82: R73 Commitments and Contingencies - Additional HTML 146K
Information (Details)
83: R74 Commitments and Contingencies - Schedule of Future HTML 50K
Minimum Payments under Non-cancelable Operating
Leases (Details)
84: R75 Equity - Additional Information (Details) HTML 238K
85: R76 Equity - Summary of the Warrants (Details) HTML 51K
86: R77 Equity - Summary of the Warrants (Parenthetical) HTML 43K
(Details)
87: R78 Stock-Based Compensation - Additional Information HTML 159K
(Details)
88: R79 Stock-Based Compensation - Schedule of Weighted HTML 42K
Average Grant Fair Value of Stock Options using
Black-Scholes Option-pricing Model (Details)
89: R80 Stock-Based Compensation - Schedule of Stock HTML 80K
Option Activity (Details)
90: R81 Stock-Based Compensation - Schedule of Activity HTML 49K
Related to RSU Stock-Based Payment Awards
(Details)
91: R82 Stock-Based Compensation - Schedule of Stock-based HTML 43K
Compensation Expense (Details)
92: R83 Revenue Recognition - Schedule of Disaggregated HTML 44K
Revenue by Product And Services (Details)
93: R84 Revenue Recognition - Schedule of Changes in HTML 40K
Deferred Revenue from Contract Liabilities
(Details)
94: R85 Revenue Recognition - Schedule of Changes in HTML 39K
Deferred Revenue from Contract Liabilities
(Parenthetical) (Details)
95: R86 Revenue Recognition - Additional Inforrmation HTML 50K
(Details)
96: R87 License and Distribution Agreements - Additional HTML 71K
Information (Details)
97: R88 Benefit Plans - Additional Information (Details) HTML 34K
98: R89 Income Taxes - Schedule of Current and Deferred HTML 51K
Tax Provision (Details)
99: R90 Income Taxes - Schedule of Reconciliation of the HTML 51K
U.S. Federal Statutory Income Tax (Details)
100: R91 Income Taxes - Schedule of Net Deferred Tax HTML 65K
Liabilities (Details)
101: R92 Income Taxes - Schedule of Unrecognized Tax HTML 36K
Benefits (Details)
102: R93 Income Taxes - Additional Information (Details) HTML 50K
103: R94 Segment Information - Additional Information HTML 36K
(Details)
104: R95 Segment Information - Schedule of Financial HTML 82K
Information by Segment (Details)
105: R96 Related Party Transactions - Additional HTML 111K
Information (Details)
106: R97 Subsequent Events - Additional Information HTML 49K
(Details)
109: XML IDEA XML File -- Filing Summary XML 217K
107: XML XBRL Instance -- d350406ds1_htm XML 4.34M
108: EXCEL IDEA Workbook of Financial Reports XLSX 189K
5: EX-101.CAL XBRL Calculations -- celu-20220523_cal XML 224K
6: EX-101.DEF XBRL Definitions -- celu-20220523_def XML 1.29M
7: EX-101.LAB XBRL Labels -- celu-20220523_lab XML 2.08M
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4: EX-101.SCH XBRL Schema -- celu-20220523 XSD 362K
110: JSON XBRL Instance as JSON Data -- MetaLinks 600± 866K
111: ZIP XBRL Zipped Folder -- 0001193125-22-158801-xbrl Zip 3.09M
| S-1 |
Delaware |
2836 |
83-1702591 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Keary Dunn, Esq. General Counsel Celularity Inc. 170 Park Ave Florham Park, New Jersey 07932 Tel: (908) 768-2170 |
Marianne Sarrazin, Esq. Goodwin Procter LLP Three Embarcadero Center, 28th Floor Tel: (415) 733-6000 |
Large accelerated filer |
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Accelerated filer |
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i Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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| • | the success, cost, timing and potential indications of our cellular therapy candidate development activities and clinical trials; |
| • | the timing of the initiation, enrollment and completion of planned clinical trials in the United States and foreign countries; |
| • | our ability to obtain and maintain regulatory approval of our therapeutic candidates in any of the indications for which we plan to develop them, and any related restrictions, limitations, and/or warnings in the label of any approved therapeutic; |
| • | our ability to obtain funding for our operations, including funding necessary to complete the clinical trials of any of our therapeutic candidates; |
| • | our ability and plans to research, develop, manufacture and commercialize our therapeutic candidates, as well as our degenerative disease products; |
| • | our ability to attract and retain collaborators with development, regulatory and commercialization expertise; |
| • | the size of the markets for our therapeutic candidates, and our ability to serve those markets; |
| • | our ability to successfully commercialize our therapeutic candidates; |
| • | our ability to develop and maintain sales and marketing capabilities, whether alone or with potential future collaborators; |
| • | our expenses, future revenues, capital requirements and needs for additional financing; |
| • | our use of cash and other resources; and |
| • | our expectations regarding our ability to obtain and maintain intellectual property protection for our therapeutic candidates, degenerative disease products, and our ability to operate our business without infringing on the intellectual property rights of others. |
| • | risks inherent in developing cellular therapy candidates, such as substantial delays in clinical trials and ability to obtain regulatory approvals; |
| • | risks associated with ongoing and planned clinical trials, such as unexpected data or clinical site activation rates or clinical trial enrollment rates that are lower than expected; |
| • | our ability to obtain adequate financing to fund planned clinical trials and other expenses; |
| • | competition and the ability to grow and manage growth profitably; |
| • | changes in applicable laws or regulations; |
| • | risks of undesirable side effects or other properties that could halt clinical development, prevent regulatory approval, limit commercial potential or result in significant negative consequences; |
| • | difficulties arising from reliance on third-party licenses, or supply-chain or manufacturing challenges; |
| • | risks from any strategic alliances or licensing arrangements entered into in the future and not being able to realize the benefits of such alliances or licensing arrangements; |
| • | trends in the industry, changes in the competitive landscape, delays or disruptions due to the ongoing COVID-19 pandemic, as well as changes in the legal and regulatory framework for the industry or unexpected litigation or disputes and future expenditures; and |
| • | risk of adverse effects of other economic, business and/or competitive factors, including geopolitical factors, such as the recent Russian invasion of Ukraine. |
| • | We have incurred net losses in every period since our inception, have no cellular therapeutic candidates approved for commercial sale and we anticipate that we will incur substantial net losses in the future. |
| • | Our placental-derived cellular therapy candidates represent a novel approach to cancer, infectious and degenerative disease treatments that creates significant challenges. |
| • | Our historical operating results indicate substantial doubt exists related to our ability to continue as a going concern. |
| • | Our business could be materially adversely affected by the effects of health pandemics or epidemics, including the ongoing COVID-19 pandemic and future outbreaks of the disease, in regions where we or third parties on which we rely have concentrations of clinical trial sites or other business operations. |
| • | Our business is highly dependent on the success of our lead therapeutic candidates. If we are unable to obtain regulatory approval for our lead candidates and effectively commercialize our lead therapeutic candidates for the treatment of patients in approved indications, our business would be significantly harmed. |
| • | We rely on CAR-T viral vectors from Sorrento Therapeutics, Inc., or Sorrento, for our CYCART-19 therapeutic candidate and termination of this license, or any future licenses, could result in the loss of significant rights, which would harm our business. |
| • | We rely and will continue to rely on third parties to conduct our clinical trials. If these third parties do not successfully carry out their contractual duties or meet expected deadlines, we may not be able to obtain regulatory approval of, or commercialize, our therapeutic candidates. |
| • | The FDA regulatory approval process is lengthy and time-consuming, and we may experience significant delays in the clinical development and regulatory of our therapeutic candidates. |
| • | We may not be able to submit IND applications to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA may not permit us to proceed without additional |
| information (such as our recent IND submission for CYCART-19) or at all, and if so, we may encounter substantial delays in our clinical trials or may not be able to conduct our trials on the timelines we expect. |
| • | We operate our own manufacturing and storage facility, which requires significant resources; manufacturing or other failures could adversely affect our clinical trials and the commercial viability of our therapeutic candidates and our biobanking and degenerative diseases businesses. |
| • | We rely on donors of healthy human full-term post-partum placentas to manufacture our therapeutic candidates, and if we do not obtain an adequate supply of such placentas from qualified donors, development of our placental-derived allogeneic cells may be adversely impacted. |
| • | Our clinical trials may fail to demonstrate the safety and/or efficacy of any of our therapeutic candidates, which would prevent or delay regulatory approval and commercialization. |
| • | If our effort to protect the proprietary nature of the intellectual property related to our technologies are inadequate, we may not be able to compete effectively in our market. |
| • | We are, and in the future may be, party to agreements with third parties. Disputes may arise with such third parties regarding the terms of such agreements, including terms governing payment obligations, contractual interpretation, or related intellectual property ownership or use rights, which could materially adversely impact us, including by requiring the payment of additional amounts, or requiring us to invest time and money in litigation or arbitration. |
| • | Our therapeutic candidates may cause undesirable side effects or have other properties that could halt their clinical development, prevent their regulatory approval, limit their commercial potential or result in significant negative consequences. |
| • | We face significant competition from other biotechnology and pharmaceutical companies, and our operating results will suffer if we fail to compete effectively. |
| • | We will need substantial additional financing to develop our therapeutics and implement our operating plans. If we fail to obtain additional financing, we may be unable to complete the development and commercialization of our therapeutic candidates. |
| • | Our relationship with customers, physicians, and third-party payors are subject to numerous laws and regulations. If we or our employees, independent contractors, consultants, commercial partners and vendors violate these laws, we could face substantial penalties. |
| • | We will incur significant costs as a result of operating as a public company, and our management will be required to devote substantial time to various compliance initiatives. |
| • | manufacturing cellular therapeutic candidates to our and regulatory specifications and in a timely manner to support our clinical trials, and, if approved, commercialization; |
| • | biosourcing placentas and other materials and supplies for the manufacture of our therapeutic candidates; |
| • | any variability in placental-derived cells, or a higher-rejection rate, which could ultimately affect our ability to produce therapeutics in a reliable and consistent manner and treat certain patients; |
| • | educating medical personnel regarding the potential advantages and potential disadvantages such as the side effect profile of our therapeutics, if approved, such as the potential adverse side effects related to GvHD, cytokine release syndrome, or CRS, neurotoxicity, prolonged cytopenia and neutropenic sepsis; |
| • | using medicines to manage adverse side effects of our therapeutic candidates that may not adequately control the side effects and/or may have a detrimental impact on the efficacy of the treatment; |
| • | obtaining regulatory approval, as the FDA, and other regulatory authorities have limited experience with development of allogeneic cell therapies for cancer, infectious and degenerative diseases; and |
| • | establishing sales and marketing capabilities for our therapeutic portfolio upon obtaining any regulatory approval to gain market acceptance of a novel therapy. |
| • | the scope of rights granted under the license agreement and other interpretation-related issues; |
| • | whether and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement; |
| • | our right to sublicense patent and other rights to third parties under collaborative development relationships; |
| • | our diligence obligations with respect to the use of the licensed technology in relation to our development and commercialization of our therapeutic candidates, and what activities satisfy those diligence obligations; and |
| • | the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our partners. |
| • | inability to generate sufficient preclinical, toxicology or other in vivo in vitro |
| • | delays in sufficiently developing, characterizing or controlling a manufacturing process suitable for clinical trials; |
| • | difficulty sourcing healthy full-term donor placentas of sufficient quality and in sufficient quantity to meet our development needs; |
| • | delays in developing suitable assays for screening patients for eligibility for trials with respect to certain therapeutic candidates; |
| • | delays in reaching a consensus with regulatory agencies on study design; |
| • | delays in reaching agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical study sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and clinical study sites; |
| • | delays in obtaining required IRB approval at each clinical study site; |
| • | imposition of a temporary or permanent clinical hold by regulatory agencies for a number of reasons; |
| • | delays in patient recruitment, and or difficulty collaborating with patient groups and investigators, or other issues involving patient, such as completing participation or return for post-treatment follow-up, or dropping-out; |
| • | failure by our CROs, other third parties or us to adhere to clinical study requirements; |
| • | failure to perform in accordance with the FDA’s good clinical practice, or GCP, requirements or applicable regulatory guidelines in other countries; |
| • | issues with manufacturing of cellular therapeutics, including delays in manufacturing, testing, releasing, validating sufficient stable quantities of our therapeutic candidates for use in clinical studies or the inability to do any of the foregoing; |
| • | occurrence of adverse events associated with the therapeutic candidate that are viewed to outweigh its potential benefits; |
| • | changes in regulatory requirements and guidance that require amending or submitting new clinical protocols; |
| • | changes in the standard of care on which a clinical development plan was based, which may require new or additional trials; |
| • | the cost of clinical studies of our therapeutic candidates being greater than we anticipate; |
| • | negative or inconclusive results from clinical studies, which may result in us deciding, or regulators requiring us, to conduct additional clinical studies or abandon development programs; and |
| • | delays or failure to secure supply agreements with suitable raw material suppliers, or any failures by suppliers to meet our quantity or quality requirements for necessary raw materials. |
| • | differing regulatory requirements in foreign countries; |
| • | unexpected changes in tariffs, trade barriers, price and exchange controls and other regulatory requirements; |
| • | differing standards for the conduct of clinical trials; |
| • | increased difficulties in managing the logistics and transportation of storing and shipping therapeutic candidates produced in the United States and shipping the therapeutic candidate to the patient abroad, which may necessitate local or regional manufacture, including the need to source healthy full-term donor placentas outside the United States; |
| • | import and export requirements and restrictions, including as they pertain to donor placentas and human tissue collection and manufacture; |
| • | economic weakness, including inflation, or political instability in particular foreign economies and markets; |
| • | compliance with tax, employment, immigration and labor laws for employees living or traveling abroad; |
| • | foreign taxes, including withholding of payroll taxes; |
| • | foreign currency fluctuations, which could result in increased operating expenses and reduced revenue, and other obligations incident to doing business in another country; |
| • | difficulties staffing and managing foreign operations; |
| • | workforce uncertainty in countries where labor unrest is more common than in the United States; |
| • | differing payor reimbursement regimes, governmental payors or patient self-pay systems, and price controls; |
| • | potential liability under the FCPA or comparable foreign regulations; |
| • | challenges enforcing our contractual and intellectual property rights, especially in those foreign countries that do not respect and protect intellectual property rights to the same extent as the United States; |
| • | production shortages resulting from any events affecting raw material supply, including obtaining sufficient donor placentas, and other issues with manufacturing abroad; and |
| • | business interruptions resulting from the COVID-19 pandemic or other natural or man-made disasters, including earthquakes, tsunamis, fires or other medical epidemics, or geo-political actions, including war and terrorism. |
| • | identifying, recruiting, integrating, maintaining and motivating additional employees; |
| • | managing our internal development efforts effectively, including the clinical and FDA review process for our therapeutic candidates, while complying with our contractual obligations to contractors and other third parties; and |
| • | improving our operational, financial and management controls, reporting systems and procedures. |
| • | unanticipated liabilities related to acquired companies or joint ventures; |
| • | difficulties integrating acquired personnel, technologies and operations into our existing business; |
| • | retention of key employees; |
| • | diversion of management time and focus from operating our business to management of strategic alliances or joint ventures or acquisition integration challenges; |
| • | increases in our expenses and reductions in our cash available for operations and other uses; |
| • | disruption in our relationships with collaborators or suppliers as a result of such a transaction; and |
| • | possible write-offs or impairment charges relating to acquired businesses or joint ventures. |
| • | the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials; |
| • | We may be unable to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that our therapeutic candidates are safe and effective for any of their proposed indications; |
| • | the results of clinical trials may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for approval, including due to the heterogeneity of patient populations; |
| • | We may be unable to demonstrate that our therapeutic candidates’ clinical and other benefits outweigh their safety risks; |
| • | the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical studies or clinical trials; |
| • | the data collected from clinical trials of our therapeutic candidates may not be sufficient to the satisfaction of the FDA or comparable foreign regulatory authorities to support the submission of a BLA or other comparable submission in foreign jurisdictions or to obtain regulatory approval in the United States or elsewhere; |
| • | the FDA or comparable foreign regulatory authorities will review our manufacturing process and inspect our commercial manufacturing facility and may not approve our manufacturing process or facility; and |
| • | the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for approval. |
| • | restrictions on the marketing or manufacturing of our therapeutic candidates, withdrawal of the therapeutic from the market or voluntary or mandatory product recalls; |
| • | fines, warning letters or holds on clinical trials; |
| • | refusal by the FDA to approve pending applications or supplements to approved applications filed by us or suspension or revocation of license approvals; |
| • | product seizure or detention, or refusal to permit the import or export of our therapeutic candidates; and |
| • | injunctions or the imposition of civil or criminal penalties. |
| • | the clinical indications for which our therapeutic candidates are approved; |
| • | physicians, hospitals, cancer treatment centers and patients considering our therapeutic candidates as a safe and effective treatment; |
| • | the potential and perceived advantages of our therapeutic candidates over alternative treatments; |
| • | the prevalence and severity of any side effects; |
| • | product labeling or product insert requirements of the FDA or other regulatory authorities; |
| • | limitations or warnings contained in the labeling approved by the FDA; |
| • | the timing of market introduction of our therapeutic candidates as well as competitive products; |
| • | the cost of treatment in relation to alternative treatments; |
| • | the availability of coverage and adequate reimbursement by third-party payors and government authorities; |
| • | the willingness of patients to pay out-of-pocket |
| • | relative convenience and ease of administration, including as compared to alternative treatments and competitive therapies; and |
| • | the effectiveness of our sales and marketing efforts. |
| • | a covered benefit under our health plan; |
| • | safe, effective and medically necessary; |
| • | appropriate for the specific patient; |
| • | cost-effective; and |
| • | neither experimental nor investigational. |
| • | the demand for our therapeutic candidates, if we obtain regulatory approval; |
| • | our ability to set a price that we believe is fair for our therapeutics; |
| • | our ability to generate revenue and achieve or maintain profitability; |
| • | the level of taxes that we are required to pay; and |
| • | the availability of capital. |
| • | if and when patents will issue; |
| • | the degree and range of protection any issued patents will afford us against competitors, including whether third parties will find ways to invalidate or otherwise circumvent our patents; |
| • | whether or not others will obtain patents claiming aspects similar to those covered by our patents and patent applications; or |
| • | whether we will need to initiate litigation or administrative proceedings, which may be costly whether we win or lose. |
| • | others may be able to make products that are similar to any therapeutic candidates we may develop or utilize similar technology that are not covered by the claims of the patents that we license or may own in the future; |
| • | we, or our, current or future collaborators, might not have been the first to make the inventions covered by the issued patents and pending patent applications that we license or may own in the future; |
| • | we, or our, current or future collaborators, might not have been the first to file patent applications covering certain of our intellectual property or our inventions; |
| • | others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our owned or licensed intellectual property rights; |
| • | it is possible that our pending patent applications or those that we may own in the future will not lead to issued patents; |
| • | issued patents that we hold rights to may be held invalid or unenforceable, including as a result of legal challenges by our competitors; |
| • | our competitors might conduct research and development activities in countries where we do not have patent rights and then use the information learned from such activities to develop competitive therapeutics for sale in our major commercial markets; |
| • | we cannot ensure that any patents issued to us or our licensors will provide a basis for an exclusive market for our commercially viable therapeutic candidates or will provide us with any competitive advantages; |
| • | we cannot ensure that our commercial activities or therapeutic candidates will not infringe upon the patents of others; |
| • | we cannot ensure that we will be able to successfully commercialize our therapeutic candidates on a substantial scale, if approved, before the relevant patents that we own or licenses expire; |
| • | we cannot ensure that any of our patents, or any of our pending patent applications, if issued, or those of our licensors, will include claims having a scope sufficient to protect our therapeutic candidates; |
| • | we may not develop additional proprietary technologies that are patentable; |
| • | the patents or intellectual property rights of others may harm our business; and |
| • | we may choose not to file a patent application in order to maintain certain trade secrets or know-how, and a third party may subsequently file a patent covering such intellectual property. |
| • | the realization of any of the risk factors presented in this prospectus; |
| • | actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us; |
| • | changes in the market’s expectations about our operating results; |
| • | our operating results failing to meet the expectation of securities analysts of investors in a particular period; |
| • | operating and share price performance of other companies that investors deem comparable to us; |
| • | the volume of shares of Class A common stock available for public sale; |
| • | future issuances, sales, resales or repurchases or anticipated issuances, sales, resales or repurchases of our securities; |
| • | the commencement, enrollment or results of our ongoing and planned clinical trials of our therapeutic candidates or any future clinical trials we may conduct, or changes in the development status of our therapeutic candidates; |
| • | our decision to initiate a clinical trial, not to initiate a clinical trial or to terminate an existing clinical trial; |
| • | adverse results or delays in clinical trials; |
| • | any delay in our regulatory filings for our therapeutic candidates and any adverse development or perceived adverse development with respect to the applicable regulatory authority’s review of such filings, including without limitation the FDA’s issuance of a “refusal to file” letter or a request for additional information; |
| • | our failure to commercialize our therapeutic candidates; |
| • | adverse regulatory decisions, including failure to receive regulatory approval of our therapeutic candidates; |
| • | changes in laws or regulations applicable to our therapeutic candidates, including but not limited to clinical trial requirements for approvals; |
| • | adverse developments concerning manufacturers or suppliers; |
| • | our inability to manufacture or obtain adequate supply for any approved therapeutic or inability to do so at acceptable prices; |
| • | our inability to establish collaborations if needed; |
| • | additions or departures of key scientific or management personnel; |
| • | unanticipated serious safety concerns related to cellular therapies; |
| • | introduction of new therapeutics or services offered by our competitors; |
| • | announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors; |
| • | our ability to effectively manage growth; |
| • | actual or anticipated variations in quarterly operating results; |
| • | our cash position; |
| • | our failure to meet the estimates and projections of the investment community or that we may otherwise provide to the public; |
| • | publication of research reports about us or our industry, or cellular therapy in particular, or positive or negative recommendations or withdrawal of research coverage by securities analysts; |
| • | changes in the structure of healthcare payment systems; |
| • | changes in the market valuations of similar companies; |
| • | overall performance of the equity markets; |
| • | speculation in the press or investment community; |
| • | sales of Class A common stock by us or our stockholders in the future; |
| • | the trading volume of our Class A common stock; |
| • | changes in accounting practices; |
| • | the ineffectiveness of our internal control over financial reporting; |
| • | disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain or maintain patent protection for our technologies; |
| • | significant lawsuits, including patent or stockholder litigation; |
| • | general political and economic conditions, including health pandemics, such as COVID-19; and |
| • | other events or factors, many of which are beyond our control. |
| • | limited availability of market quotations for our securities; |
| • | a determination that the Class A common stock is a “penny stock” which will require brokers trading in the Class A common stock to adhere to more stringent rules; |
| • | possibly resulting in a reduced level of trading activity in the secondary trading market for shares of the Class A common stock; |
| • | a limited amount of analyst coverage; and |
| • | a decreased ability to issue additional securities or obtain additional financing in the future. |
| • | a board of directors divided into three classes serving staggered three-year terms, such that not all members of our board of directors will be elected at one time; |
| • | a prohibition on stockholder action through written consent, which requires that all stockholder actions be taken at a meeting of our stockholders; |
| • | a requirement that special meetings of stockholders be called only by the chairman of our board of directors, the chief executive officer, or by a majority of the total number of authorized directors; |
| • | advance notice requirements for stockholder proposals and nominations for election to our board of directors; |
| • | a requirement that no member of our board of directors may be removed from office by our stockholders except for cause and, in addition to any other vote required by law, upon the approval of not less than two-thirds of all outstanding shares of our voting stock then entitled to vote in the election of directors; |
| • | a requirement of approval of not less than two-thirds of all outstanding shares of our voting stock to amend any bylaws by stockholder action or to amend specific provisions of our certificate of incorporation; and |
| • | the authority of our board of directors to issue preferred stock on terms determined by the directors without stockholder approval and which preferred stock may include rights superior to the rights of the holders of common stock. |
| • | any derivative claim or cause of action brought on our behalf; |
| • | any claim or cause of action for breach of a fiduciary duty owed by any of our current or former directors, officers or other employees to us or our stockholders; |
| • | any claim or cause of action against us or any of our current or former directors, officers or other employees, arising out of or pursuant to any provision of the DGCL, our charter or the bylaws; |
| • | any claim or cause of action seeking to interpret, apply, enforce or determine the validity of our charter or bylaws; |
| • | any claim or cause of action as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and |
| • | any claim or cause of action against us or any of our directors, officers or other employees governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. |
Three Months Ended |
Percent |
|||||||||||||||
2022 |
2021 |
Increase (Decrease) |
Increase (Decrease) |
|||||||||||||
| Net revenues |
||||||||||||||||
| Product sales and rentals |
$ | 651 | $ | 840 | $ | (189 | ) | (22.5 | )% | |||||||
| Services |
1,283 | 1,264 | 19 | 1.5 | % | |||||||||||
| License, royalty and other |
4,001 | 556 | 3,445 | 619.6 | % | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Total revenues |
5,935 | 2,660 | 3,275 | 123.1 | % | |||||||||||
| Operating expenses: |
||||||||||||||||
| Cost of revenues (excluding amortization of acquired intangible assets) |
||||||||||||||||
| Product sales and rentals |
474 | 518 | (44 | ) | (8.5 | )% | ||||||||||
| Services |
948 | 724 | 224 | 30.9 | % | |||||||||||
| License, royalty and other |
2,604 | — | 2,604 | 100.0 | % | |||||||||||
| Research and development |
21,673 | 16,990 | 4,683 | 27.6 | % | |||||||||||
| Selling, general and administrative |
16,460 | 7,626 | 8,834 | 115.8 | % | |||||||||||
| Change in fair value of contingent consideration liability |
4,849 | 20,656 | (15,807 | ) | (76.5 | )% | ||||||||||
| Amortization of acquired intangible assets |
541 | 541 | — | — | ||||||||||||
| |
|
|
|
|
|
|||||||||||
| Total operating expense |
47,549 | 47,055 | 494 | 1.0 | % | |||||||||||
| |
|
|
|
|
|
|||||||||||
| Income (loss) from operations |
$ | (41,614 | ) | $ | (44,395 | ) | $ | 2,781 | (6.3 | )% | ||||||
| |
|
|
|
|
|
|||||||||||
Three Months Ended |
Percent |
|||||||||||||||
2022 |
2021 |
Increase (Decrease) |
Increase (Decrease) |
|||||||||||||
| Interest income |
$ | 6 | $ | 140 | $ | (134 | ) | (95.7 | )% | |||||||
| Interest expense |
— | (752 | ) | 752 | (100.0 | )% | ||||||||||
| Expense related to warrant liabilities |
(20,932 | ) | (36,505 | ) | 15,573 | (42.7 | )% | |||||||||
| Other, net |
(327 | ) | (27 | ) | (300 | ) | 1111.1 | % | ||||||||
| |
|
|
|
|
|
|||||||||||
| Total other income (expense) |
$ | (21,253 | ) | $ | (37,144 | ) | $ | 15,891 | (42.8 | )% | ||||||
| |
|
|
|
|
|
|||||||||||
Year Ended December 31, |
Increase (Decrease) |
Percent Increase (Decrease) |
||||||||||||||
2021 |
2020 |
|||||||||||||||
| Net revenues |
||||||||||||||||
| Product sales and rentals |
$ | 3,801 | $ | 6,854 | $ | (3,053 | ) | (44.5 | )% | |||||||
| Services |
5,522 | 5,556 | (34 | ) | (0.6 | )% | ||||||||||
| License, royalty and other |
12,012 | 1,868 | 10,144 | 543.0 | % | |||||||||||
| |
|
|
|
|||||||||||||
| Total revenues |
21,335 | 14,278 | 7,057 | 49.4 | % | |||||||||||
| Operating expenses: |
||||||||||||||||
| Cost of goods sold (excluding amortization of acquired intangible assets) |
||||||||||||||||
| Product sales and rentals |
3,528 | 2,247 | 1,281 | 57.0 | % | |||||||||||
| Services |
3,649 | 2,294 | 1,355 | 59.1 | % | |||||||||||
| License, royalty and other |
2,476 | 391 | 2,085 | 533.2 | % | |||||||||||
| Research and development |
88,353 | 52,707 | 35,646 | 67.6 | % | |||||||||||
| Selling, general and administrative |
71,341 | 31,336 | 40,005 | 127.7 | % | |||||||||||
| Change in fair value of contingent consideration liability |
(41,145 | ) | (55,566 | ) | 14,421 | (26.0 | )% | |||||||||
| Amortization of acquired intangible assets |
2,192 | 3,394 | (1,202 | ) | (35.4 | )% | ||||||||||
| Impairment of acquired intangible assets |
— | 129,400 | (129,400 | ) | (100.0 | )% | ||||||||||
| |
|
|
|
|||||||||||||
| Total operating expense |
130,394 | 166,203 | ||||||||||||||
| |
|
|
|
|||||||||||||
| Loss from operations |
$ | (109,059 | ) | $ | (151,925 | ) | ||||||||||
| |
|
|
|
|||||||||||||
Year Ended December 31, |
Increase (Decrease) |
Percent Increase (Decrease) |
||||||||||||||
2021 |
2020 |
|||||||||||||||
| Interest income |
$ | 332 | $ | 370 | $ | (38 | ) | (10.3 | )% | |||||||
| Interest expense |
(3,171 | ) | (2,354 | ) | (817 | ) | 34.7 | % | ||||||||
| Loss on sale of business |
— | (4,434 | ) | 4,434 | (100.0 | )% | ||||||||||
| Income (expense) related to warrant liabilities |
13,482 | (58,686 | ) | 72,168 | (123.0 | )% | ||||||||||
| Other (expense) income, net |
(1,682 | ) | 4,096 | (5,778 | ) | (141.1 | )% | |||||||||
| |
|
|
|
|
|
|||||||||||
| Total other income (expense) |
$ | 8,961 | $ | (61,008 | ) | $ | 69,969 | (114.7 | )% | |||||||
| |
|
|
|
|
|
|||||||||||
ThreeMonths Ended |
||||||||||||
Change |
||||||||||||
| Cash provided by / (used in) |
||||||||||||
| Operating activities |
$ | (34,253 | ) | $ | (25,080 | ) | $ | (9,173 | ) | |||
| Investing activities |
(1,454 | ) | (1,479 | ) | 25 | |||||||
| Financing activities |
46,495 | (4,842 | ) | 51,337 | ||||||||
| |
|
|
|
|
|
|||||||
| Net change in cash, cash equivalents and restricted cash |
$ | 10,788 | $ | (31,401 | ) | $ | 42,189 | |||||
| |
|
|
|
|
|
|||||||
Year Ended December 31, |
||||||||
2020 |
||||||||
| Cash (used in)/provided by |
||||||||
| Operating activities |
$ | (110,096 | ) | $ | (63,193 | ) | ||
| Investing activities |
(5,903 | ) | (12,815 | ) | ||||
| Financing activities |
98,562 | 102,014 | ||||||
| |
|
|
|
|||||
| Net change in cash, cash equivalents and restricted cash |
$ | (17,437 | ) | $ | 26,006 | |||
| |
|
|
|
|||||
| • | Leveraging the inherent advantages of placental-derived cells on-demand, off-the-shelf |
| • | Capturing efficiencies through our integrated Celularity IMPACT platform end-to-end know-how, expertise and capacity utilizing our purpose-built U.S.-based cGMP compliant facility, we believe our fully integrated manufacturing operations and infrastructure will allow us to improve the manufacturing process, eliminate reliance on contract manufacturing organizations, or CMOs, and more
rapidly advance therapeutic candidates. |
| • | Selectively targeting indications with unmet patient need with potential for accelerated development |
| • | Continuing to invest in basic and translational research |
| • | Benefiting from collective experience of deep, seasoned management team . FDA-approval to commercialization. |
| • | Single or repeated dose of CYNK-001 significantly reduced BLI signal on D25, 28 and 35 compared with PBS control |
| • | Repeated dose significantly reduced BLI signal on D25, 28 and 35 compared with CYNK-001 single dose |
| • | We have five utility patent families in the CAR-T technology area supporting our CYCART-19 therapeutic candidate comprising two patent families owned by us and three patent families licensed from Sorrento. These patent applications include licensed CAR-T patent families and owned placental-derived CAR-T patent families directed toward early CAR receptor technology, CAR receptor method and composition, anti-CD19 CAR receptor and product characterization. Patents issuing from these families have expected expiry dates ranging from 2039 to 2040 and include pending patent applications in the United States and under the PCT. |
| • | We have approximately 15 utility patent families owned by us in the NK technology area supporting our CYNK-001 and CYNK-101 therapeutic candidates that include patents and patent applications covering process, treatment of indications, and product characterization. Patents issuing from these families have expected expiry dates ranging from 2028 to 2041 and include patents issued and pending patent applications in the United States and under the PCT, Australia, Brazil, Canada, China, Colombia, Eurasian Patent Office, European Patent Office, Hong Kong, Israel, India, Indonesia, Japan, Republic of Korea, Mexico, Malaysia, New Zealand, Russian Federation, Singapore, Taiwan R.O.C., Ukraine, Vietnam, South Africa. |
| • | We have approximately 25 utility patent families owned by us in the ASC technology area supporting our APPL-001 and PDA-002 therapeutic candidates and former PDAC candidates that include patents covering product characterization and method of production, as well as product description and indications. Patents issuing from these families have expected expiry dates ranging from 2021 to 2040 and include patents issued and pending patent applications in the United States and under the PCT, Argentina, Australia, Brazil, Canada, China, Colombia, Eurasian Patent Office, European Patent Office, Hong Kong, Israel, India, Indonesia, Japan, Republic of Korea, Mexico, Malaysia, New Zealand, Peru, Russian Federation, Singapore, Taiwan R.O.C., Ukraine, Venezuela, Vietnam, South |
| Africa. Although patent families in this technology area began to expire in 2021, we have numerous patent families in this technology area directed to improvements in the cells and methods/indications for their use, which include recently filed applications directed towards APPL-001, a second generation, genetically modified ASC therapeutic candidate. These applications have projected expiration dates to 2041 and are expected to replace the early-expiring applications. Accordingly, we do not expect that the expiry of the early-filed ASC patents will have a material effect on our business. |
| • | C YCART-19; allogeneic CAR-T cell therapies: |
| • | C YNK-101 and CYNK-001; allogeneic NK cell therapies: |
| • | A PPL-001 and PDA-002; allogeneic ASC therapies: |
| • | C ell therapy competition: |
| • | completion of nonclinical laboratory tests and animal studies according to good laboratory practices, or GLPs, and applicable requirements for the humane use of laboratory animals or other applicable regulations; |
| • | submission to the FDA of an IND, which must become effective before human clinical trials may begin; |
| • | approval by an independent institutional review board, or IRB, or ethics committee at each clinical site before the trial is commenced; |
| • | performance of adequate and well-controlled human clinical trials according to the FDA’s regulations commonly referred to as good clinical practices and any additional requirements for the protection of human research patients and their health information, to establish the safety and efficacy of the proposed biological product for its intended use; |
| • | submission to the FDA of a BLA for marketing approval that includes substantial evidence of safety, purity, and potency from results of nonclinical testing and clinical trials; |
| • | satisfactory completion of an FDA Advisory Committee review, if applicable; |
| • | satisfactory completion of an FDA inspection of the manufacturing facility or facilities where the biological product is produced to assess compliance with cGMP, to assure that the facilities, methods and controls are adequate to preserve the biological product’s identity, strength, quality and purity and, if applicable, the FDA’s current good tissue practices, or GTPs, for the use of human cellular and tissue products; |
| • | potential FDA audit of the nonclinical study and clinical trial sites that generated the data in support of the BLA; and |
| • | FDA review and approval, or licensure, of the BLA. |
| • | Phase 1. |
| • | Phase 2. |
| • | Phase 3 |
| • | an annual, nondeductible fee on any entity that manufactures or imports certain specified branded prescription drugs and biologic agents apportioned among these entities according to their market share in some government healthcare programs that began in 2011; |
| • | an increase in the statutory minimum rebates a manufacturer must pay under the Medicaid Drug Rebate Program, retroactive to January 1, 2010, to 23.1% and 13% of the average manufacturer price for most branded and generic drugs, respectively, and capped the total rebate amount for innovator drugs at 100% of the Average Manufacturer Price (AMP); |
| • | a new Medicare Part D coverage gap discount program, in which manufacturers must now agree to offer 70% point-of-sale |
| • | extension of manufacturers’ Medicaid rebate liability to covered drugs dispensed to individuals who are enrolled in Medicaid managed care organizations; |
| • | expansion of eligibility criteria for Medicaid programs by, among other things, allowing states to offer Medicaid coverage to additional individuals and by adding new mandatory eligibility categories for individuals with income at or below 133% of the federal poverty level, thereby potentially increasing manufacturers’ Medicaid rebate liability; |
| • | expansion of the entities eligible for discounts under the 340B Drug Discount Program; |
| • | a new Patient-Centered Outcomes Research Institute to oversee, identify priorities in, and conduct comparative clinical effectiveness research, along with funding for such research; |
| • | expansion of healthcare fraud and abuse laws, including the FCA and the Anti-Kickback Statute, new government investigative powers, and enhanced penalties for noncompliance; |
| • | a new methodology by which rebates owed by manufacturers under the Medicaid Drug Rebate Program are calculated for drugs that are inhaled, infused, instilled, implanted, or injected; |
| • | requirements to report certain financial arrangements with physicians and teaching hospitals; |
| • | a requirement to annually report certain information regarding drug samples that manufacturers and distributors provide to physicians; |
| • | establishment of a Center for Medicare and Medicaid Innovation at CMS to test innovative payment and service delivery models to lower Medicare and Medicaid spending, potentially including prescription drug spending; and |
| • | a licensure framework for follow on biologic products. |
| • | In December 2017, Congress repealed the tax penalty for an individual’s failure to maintain Affordable Care Act-mandated health insurance as part of the Tax Act. Further, the 2020 federal spending package permanently eliminated, effective January 1, 2020, the Affordable Care Act-mandated “Cadillac” tax on certain high cost employer-sponsored insurance plans and the medical device excise tax on non-exempt medical devices, and, also eliminated the health insurer tax. |
| • | The Bipartisan Budget Act of 2018, or BBA, among other things, amended the Affordable Care Act to close the coverage gap in most Medicare drug plans, commonly referred to as the “donut hole.” |
| • | On December 14, 2018, a Texas United States District Court Judge ruled that the Affordable Care Act is unconstitutional in its entirety because the “individual mandate” was effectively repealed by Congress as part of the Tax Act. The United States Court of Appeals for the 5th Circuit later upheld the District Court ruling that the individual mandate was unconstitutional and remanded the case back to the District Court to determine whether the remaining provisions of the Affordable Care Act are invalid as well. In 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the Affordable Care Act brought by several states without specifically ruling on the constitutionality of the Affordable Care Act. |
| • | Prior to the Supreme Court’s decision, President Biden issued an Executive Order to initiate a special enrollment period from February 15, 2021 through August 15, 2021 for purposes of obtaining health insurance coverage through the Affordable Care Act marketplace. The Executive Order also instructed certain governmental agencies to review and reconsider their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the Affordable Care Act. The ultimate content, timing or effect of any healthcare reform legislation on the United States healthcare industry is unclear. |
Name |
Age |
Position(s) | ||||
| Executive Officers |
||||||
| 63 | Chief Executive Officer and Chairman of the Board of Directors | |||||
| Andrew L. Pecora, M.D., F.A.C.P |
64 | President | ||||
| 52 | Chief Financial Officer | |||||
| Stephen A. Brigido, DPM |
46 | President, Degenerative Disease | ||||
| Keary Dunn, Esq. |
52 | Executive Vice President, General Counsel & Business Development | ||||
| Bradley Glover, Ph.D. |
53 | Executive Vice President and Chief Technology Officer | ||||
| John R. Haines |
65 | Executive Vice President and Chief Operating Officer | ||||
| Anne Jones, Ph.D. |
52 | Executive Vice President and Chief Business Officer | ||||
| Non-Employee Directors |
||||||
| John Sculley (3) |
83 | Director | ||||
| Jay R. Bloom (2) |
66 | Director | ||||
| Peter Diamandis, M.D. (1) |
61 | Director | ||||
| Dean C. Kehler (1)(2) |
65 | Director | ||||
| Lim Kok Thay (3) |
70 | Director | ||||
| Marc Mazur (1)(2) |
63 | Director | ||||
| 57 | Director | |||||
| 80 | Director | |||||
| (1) | Member of the audit committee. |
| (2) | Member of the compensation committee. |
| (3) | Member of the nominating and corporate governance committee. |
| • | Class I, which consists of Andrew C. von Eschenbach, M.D., Jay R. Bloom and Peter Diamandis, M.D., whose terms will expire at the annual meeting of stockholders to be held in 2022; |
| • | Class II, which consists of Dean C. Kehler, Robin L. Smith, M.D. and Lim Kok Thay, whose terms will expire at the annual meeting of stockholders to be held in 2023; and |
| • | Class III, which consists of Robert J. Hariri, M.D., Ph.D., John Sculley and Marc Mazur, whose terms will expire at the annual meeting of stockholders to be held in 2024. |
| • | evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors; |
| • | reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services; |
| • | monitoring the rotation of partners of our independent auditors on our engagement team as required by law; |
| • | prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor; |
| • | reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management; |
| • | reviewing, with our independent auditors and management, significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls; |
| • | reviewing with management and our independent auditors any earnings announcements and other public announcements regarding material developments; |
| • | establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters; |
| • | preparing the report that the SEC requires in our annual proxy statement; |
| • | reviewing and providing oversight of any related-person transactions in accordance with our related person transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our code of business conduct and ethics; |
| • | reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are implemented; |
| • | reviewing on a periodic basis our investment policy; and |
| • | reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter. |
| • | reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies; |
| • | reviewing and making recommendations to the full board of directors regarding the compensation and other terms of employment of our executive officers; |
| • | reviewing and approving (or if it deems it appropriate, making recommendations to the full board of directors regarding) performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives; |
| • | reviewing and approving (or if it deems it appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs; |
| • | evaluating risks associated with our compensation policies and practices and assessing whether risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us; |
| • | reviewing and making recommendations to the full board of directors regarding the type and amount of compensation to be paid or awarded to our non-employee board members; |
| • | establishing policies with respect to votes by our stockholders to approve executive compensation as required by Section 14A of the Exchange Act and determining our recommendations regarding the frequency of advisory votes on executive compensation, to the extent required by law; |
| • | reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; |
| • | administering our equity incentive plans; |
| • | establishing policies with respect to equity compensation arrangements; |
| • | reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of our compensation policy and strategy in achieving expected benefits to us; |
| • | reviewing and making recommendations to the full board of directors regarding the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; |
| • | reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in our periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement; |
| • | preparing the report that the SEC requires in our annual proxy statement; and |
| • | reviewing and assessing on an annual basis the performance of the compensation committee and the compensation committee charter. |
| • | identifying, reviewing and evaluating candidates to serve on the board of directors consistent with criteria approved by the board of directors; |
| • | determining the minimum qualifications for service on the board of directors; |
| • | evaluating director performance on the board of directors and applicable committees of the board of directors and determining whether continued service on the board of directors is appropriate; |
| • | evaluating, nominating and recommending individuals for membership on the board of directors; |
| • | evaluating nominations by stockholders of candidates for election to the board of directors; |
| • | considering and assessing the independence of members of the board of directors; |
| • | developing a set of corporate governance policies and principles, including a code of business conduct and ethics, periodically reviewing and assessing these policies and principles and their application and recommending to the board of directors any changes to such policies and principles; |
| • | considering questions of possible conflicts of interest of directors as such questions arise; and |
| • | reviewing and assessing on an annual basis the performance of the nominating and corporate governance committee and the nominating and corporate governance committee charter. |
| • | breach of his or her duty of loyalty to the corporation or its stockholders; |
| • | act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
| • | unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or |
| • | transaction from which the director derived an improper personal benefit. |
Name and principal position |
Year |
Salary ($) (1) |
Bonus ($) (2) |
Option awards ($) (3) |
Non-Equity Incentive Plan Compensation ($) (4) |
All other compensation ($) (5) |
Total ($) |
|||||||||||||||||||||
| 2021 | 1,200,000 | — | 20,214,697 | 369,250 | 35,809 | 21,819,756 | ||||||||||||||||||||||
| Chief Executive Officer |
2020 | 1,200,000 | — | 845,845 | 600,000 | 35,809 | 2,681,654 | |||||||||||||||||||||
| Andrew Pecora, M.D., F.A.C.P. |
2021 | 262,506 | — | 8,398,741 | — | 389,750 | 9,050,997 | |||||||||||||||||||||
| President |
||||||||||||||||||||||||||||
| John Haines |
2021 | 420,625 | — | 3,464,957 | 99,110 | 41,435 | 4,026,127 | |||||||||||||||||||||
| Executive Vice President and Chief Operating Officer |
||||||||||||||||||||||||||||
| (1) | Salary amounts represent actual amounts earned during 2021. For Dr. Pecora, amount is pro-rated reflecting his September 15, 2021 start date. For Mr. Haines, reflects an increase in salary effective July 16, 2021. |
| (2) | Dr. Pecora was advanced a $300,000 bonus in 2021 (the first installment of an aggregate $1,200,000 award) in connection with his September 2021 employment as President, but such bonus is not deemed earned until September 2022. |
| (3) | Amounts reported represent the aggregate grant date fair value of the stock options granted to the named executive officers, computed in accordance with the Financial Accounting Standards Board’s, or FASB, |
| Accounting Standards Codification, or ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 11 to our audited consolidated financial statements included elsewhere in this prospectus. This amount does not reflect the actual economic value that may be realized by the named executive officer, which will depend on factors including the continued service of the executive and the future value of our stock. |
| (4) | Represents performance-based cash bonuses awarded to our named executive officers. See “Narrative Disclosures to the Summary Compensation Table —Bonus Compensation” below for a description of this compensation. |
| (5) | This column reflects the aggregate value of other categories of payment, consisting of (i) for Dr. Hariri, in 2020, $11,200 for 401(k), $24,069 for health insurance coverage and $540 for life insurance coverage; and in 2021 $11,200 for 401(k), $30,381 for health insurance coverage and $540 for life insurance coverage (ii) for Dr. Pecora $389,750 of fees paid for services as a consultant to us and fees paid for services as a member of the Legacy Celularity board of directors prior to the Business Combination; and (iii), for Mr. Haines, $11,200 for 401(k), $29,695 for health insurance coverage and $540 for life insurance coverage. |
Name |
2021 Base Salary ($) |
2022 Base Salary ($) |
||||||
| 1,200,000 | 1,200,000 | |||||||
| Andrew Pecora, M.D., F.A.C.P. |
900,000 | (1) | 900,000 | |||||
| John Haines |
420,625 | (2) | 445,000 | |||||
| (1) | Dr. Pecora was appointed President in September 2021. |
| (2) | Mr. Haines’ salary was increased from $400,000 to $445,000 effective July 16, 2021, the Closing Date of the Business Combination. |
| Option Awards |
||||||||||||||||||||
Named Executive Officer |
Grant Date |
Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
|||||||||||||||
| 02/20/18 | 334,816 | (1) | 14,554 | $ | 2.87 | 02/20/28 | ||||||||||||||
| 12/03/18 | 174,679 | — | $ | 3.88 | 12/03/28 | |||||||||||||||
| 02/06/20 | 192,119 | (1) | 192,177 | $ | 3.70 | 02/06/30 | ||||||||||||||
| 04/06/21 | 1,921,485 | — | $ | 10.21 | 04/06/31 | |||||||||||||||
| 09/09/21 | 1,345,039 | (2) | 1,345,040 | $ | 10.23 | 09/09/31 | ||||||||||||||
| Andrew Pecora, M.D. |
06/02/17 | 384,297 | — | $ | 0.28 | 06/02/27 | ||||||||||||||
| 05/07/20 | 153,718 | — | $ | 3.70 | 05/07/31 | |||||||||||||||
| 03/24/21 | 269,007 | — | $ | 3.83 | 03/24/31 | |||||||||||||||
| 04/06/21 | 153,718 | — | $ | 10.21 | 04/06/31 | |||||||||||||||
| 09/09/21 | 76,859 | (2) | 76,859 | $ | 10.23 | 09/09/21 | ||||||||||||||
| 09/15/21 | 2,469,282 | (2) | — | $ | 6.32 | 09/15/31 | ||||||||||||||
| John Haines |
06/02/17 | 102,607 | — | $ | 0.28 | 06/02/27 | ||||||||||||||
| 02/20/18 | 322,015 | (1) | 5,089 | $ | 2.87 | 02/20/28 | ||||||||||||||
| 12/03/18 | 61,138 | — | $ | 3.88 | 12/03/28 | |||||||||||||||
| 02/06/20 | 30,589 | (1) | — | $ | 3.70 | 02/06/30 | ||||||||||||||
| 04/06/21 | 384,296 | — | $ | 10.21 | 04/06/31 | |||||||||||||||
| 09/09/21 | 192,148 | (2) | 192,149 | $ | 10.23 | 09/09/31 | ||||||||||||||
| (1) | 25% vest at one year after grant, and monthly thereafter for three years. |
| (2) | 50% is fully-vested as of the grant date; 50% is subject to time-based vesting over a four-year period from July 16, 2021, with 25% of this tranche vesting on the one-year anniversary of July 16, 2021, and the remainder vesting monthly thereafter so that vested in full on the four-year anniversary of July 16, 2021. |
| (3) | Up to five installments in respect of achieving certain share price targets between third and fourth anniversary of the effective date, subject to continuous service on each vesting date. |
Name |
Fees earned or paid in cash ($) |
Option awards ($) |
All other compensation ($) |
Total ($) |
||||||||||||
| 27,000 | 249,996 | — | 276,996 | |||||||||||||
| Peter H. Diamandis, M.D. |
43,000 | 1,947,496 | — | 1,990,496 | ||||||||||||
| 36,500 | 249,996 | — | 286,496 | |||||||||||||
| 55,000 | 1,947,496 | — | 2,002,496 | |||||||||||||
| 35,550 | 249,996 | — | 285,546 | |||||||||||||
| 47,250 | 1,947,496 | — | 1,994,746 | |||||||||||||
| Robin L. Smith, M.D., M.B.A. |
42,000 | 1,947,496 | — | 1,989,496 | ||||||||||||
| 37,000 | 1,947,496 | — | 1,984,496 | |||||||||||||
| (1) | Amounts reported represent the aggregate grant date fair value of the stock options and a deferred compensation award granted to the non-employee directors during 2021, computed in accordance with the FASB’s ASC Topic 718. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 11 to our audited consolidated financial statements included elsewhere in this prospectus. This amount does not reflect the actual economic value that may be realized by the non-employee director, which will depend on factors including the continued service of the executive and the future value of our stock. |
Name |
||||
| 56,053 | ||||
| Peter H. Diamandis, M.D. |
4,056,196 | |||
| 56,053 | ||||
| 325,060 | ||||
| 56,053 | ||||
| 1,093,654 | ||||
| Robin L. Smith, M.D., M.B.A. |
709,357 | |||
| 532,498 | ||||
Greater than 5% Stockholders |
Series B Preferred Stock |
Series B Preferred Stock Aggregate Purchase Price |
Series B Warrants |
Series B Warrant Aggregate Exercise Price |
||||||||||||
| Dragasac Limited |
12,960,082 | $ | 74,999,994.54 | 30,095,933 | (1) | $ | 119,178,133.09 | (2) | ||||||||
| Starr International Investments, Ltd. |
8,640,055 | $ | 49,999,998.29 | 8,640,055 | (3) | $ | 49,999,998.29 | |||||||||
| (1) | Dragasac exercised in full the initial Dragasac warrant for 21,600,137 shares of Series B Preferred Stock and immediately prior to the closing of the Business Combination held the New Dragasac Warrant for 8,495,796 shares of Series B Preferred Stock, or 6,529,818 shares of our Class A common stock. |
| (2) | Includes the aggregate exercise price for the initial Dragasac warrant, which has been exercised by Dragasac. The table above does not include the exercise price of the New Dragasac Warrant. The exercise price of New Dragasac Warrant is the lesser of (a) $5.20 per share or (b) 80% of either (i) the value attributed to one share of Series B Preferred Stock upon consummation of a change in control or the closing of a strategic transaction pursuant to which our stockholders exchange their existing shares of capital stock in our Company for shares in a company whose shares are listed on a national stock exchange or (ii) the price at which one share of common stock is sold to the public market in an IPO. |
| (3) | As discussed above, on March 1, 2022, Starr International has exercised these warrants in full for cash for approximately $23.2 million, and we issued Starr International an aggregate 13,281,386 shares of Class A common stock. |
| • | the risks, costs and benefits to us; |
| • | the impact on a director’s independence in the event the related party is a director, immediate family member of a director or an entity with which a director is affiliated; |
| • | the terms of the transaction; |
| • | the availability of other sources for comparable services or products; and |
| • | the terms available to or from, as the case may be, unrelated third parties. |
| • | each person known by us to be the beneficial owner of more than 5% of our Class A common stock; |
| • | each of our named executive officers and directors; and |
| • | all of our executive officers and directors as a group. |
Name and Address of Beneficial Owner (1) |
Number of shares of Class A Common Stock |
Percentage of Outstanding Shares |
||||||
| Five Percent or Greater Stockholders |
||||||||
| Dragasac Limited (2) |
36,592,597 | 24.6 | % | |||||
| Sorrento Therapeutics, Inc. (3) |
20,422,124 | 14.3 | % | |||||
| Starr International Investments Ltd. (4) |
15,281,389 | 10.7 | % | |||||
| Celgene Corporation (5) |
11,953,274 | 8.4 | % | |||||
| Lung Biotechnology PBC (6) |
7,968,848 | 5.6 | % | |||||
| Directors and Named Executive Officers |
||||||||
| 12,109,683 | 8.3 | % | ||||||
| John R. Haines (8) |
1,154,830 | * | ||||||
| Andrew Pecora, M.D., F.A.C.P. (9) |
1,056,813 | * | ||||||
| John Sculley (10) |
1,037,601 | * | ||||||
| Jay R. Bloom (11) |
4,336,617 | 3.0 | % | |||||
| Peter Diamandis, M.D. (12) |
4,000,143 | 2.7 | % | |||||
| Dean C. Kehler (13) |
4,343,779 | 3.0 | % | |||||
| Lim Kok Thay (14) |
36,861,604 | 24.7 | % | |||||
| Marc Mazur (15) |
73,927 | * | ||||||
| Robin L. Smith, M.D., M.B.A. (16) |
653,304 | * | ||||||
| 576,445 | * | |||||||
| All Directors and Executive Officers of as a Group (16 Individuals) |
67,218,908 | 40.0 | % | |||||
| * | Less than one percent. |
| (1) | Unless otherwise noted, the business address of each of the executive officers and directors is c/o Celularity Inc., 170 Park Ave, Florham Park, NJ 07932. |
| (2) | Consists of (i) 30,062,779 shares of Class A common stock and (ii) 6,529,818 shares of Class A common stock issuable upon exercise of a Converted Legacy Warrant at an exercise price of $6.77 per share. These |
| securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board, and in such capacity may be deemed to beneficially own shares held by Dragasac Limited. The address for Dragasac Limited is c/o 24th Floor, Wisma Genting, 28 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. |
| (3) | |
| (4) | The address for Starr International Investments Ltd. is Bermuda Commercial Bank Building, 19 Par-La-Ville |
| (5) | |
| (6) | The address for Lung Biotechnology Investments, Ltd. is 1040 Spring Street, Silver Spring, Maryland 20910. |
| (7) | Consists of 7,734,689 shares held directly by Dr. Hariri and 4,374,994 shares issuable to Dr. Hariri pursuant to options. |
| (8) | Reflects 1,154,830 shares issuable to Mr. Haines pursuant to options exercisable. |
| (9) | Reflects 1,056,813 shares issuable to Dr. Pecora pursuant to options. |
| (10) | Reflects 1,037,601 shares issuable to Mr. Sculley pursuant to options and a deferred compensation award. |
| (11) | Consists of: (i) 1,661,253 shares of common stock received in a pro rata distribution-in-kind distribution-in-kind |
| (12) | Reflects 4,000,143 shares issuable to Dr. Diamandis pursuant to options and a deferred compensation award. |
| (13) | Consists of: (i) 1,414,768 shares of common stock received in a pro rata distribution-in-kind distribution-in-kind distribution-in-kind |
| (14) | Consists of (i) 36,592,596 shares held by Dragasac Limited and (ii) 269,007 shares issuable to Mr. Lim pursuant to a deferred compensation award. See footnote 2. Mr. Lim may be deemed to beneficially own shares held by Dragasac Limited. |
| (15) | Consists of (i) 48,927 shares of common stock received in a pro rata distribution-in-kind distribution-in-kind |
| (16) | Reflects 653,304 shares issuable to Dr. Smith pursuant to options and a deferred compensation award. |
| (17) | Consists of (i) 100,000 shares and (ii) 476,445 shares issuable to Dr. Von Eschenbach pursuant to options and a deferred compensation award. |
| (18) | Reflects (i) 41,516,792 shares, (ii) 11,664,817 shares issuable upon exercise of warrants and (iii) 13,639,914 shares issuable upon exercise of options and deferred compensation awards. |
Name of Selling Securityholder |
Number of Shares of Class A Common Stock Held |
Number of Shares of Class A Common Stock Being Offered |
Shares of Common Stock Held After the Offering |
|||||||||||||
Number |
Percent |
|||||||||||||||
| Armistice Capital Master Fund Ltd. (1) |
8,108,110 | (2) |
8,108,110 | 0 | 0 | % | ||||||||||
| (1) | The shares of Class A common stock reported herein are held by Armistice Capital Master Fund Ltd., or the Master Fund, and may be deemed to be indirectly beneficially owned by (i) Armistice Capital, as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein. The address of the Master Fund is c/o Armistice Capital, LLC, 510 Madison Ave, 7th Floor, New York, NY 10022. |
| (2) | Consists of (i) 4,054,055 shares of Class A common stock and (ii) 4,054,055 shares of Class A common stock issuable upon the exercise of the PIPE Warrants, the latter of which are subject to a beneficial ownership limitation that prohibits the Master Fund from exercising any portion of the PIPE Warrants to the extent that, following such exercise, the Master Fund would own greater than 4.99% of our outstanding shares of Class A common stock. |
| • | a non-resident alien individual; |
| • | a foreign corporation or other foreign organization taxable as a corporation; or |
| • | a foreign trust or estate the income of which is not subject to U.S. federal income tax on a net income basis. |
| • | insurance companies; |
| • | tax-exempt or governmental organizations; |
| • | financial institutions; |
| • | brokers or dealers in securities; |
| • | regulated investment companies and real estate investment trusts; |
| • | pension plans; |
| • | “controlled foreign corporations,” “passive foreign investment companies,” and corporations that accumulate earnings to avoid U.S. federal income tax; |
| • | “qualified foreign pension funds,” or entities wholly owned by a “qualified foreign pension fund”; |
| • | partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and partners and investors therein); |
| • | persons that hold or receive our Class A common stock pursuant to the exercise of any employee stock option or otherwise as compensation; |
| • | persons deemed to sell our Class A common stock under the constructive sale provisions of the Code; |
| • | persons that hold our Class A common stock as part of a straddle, hedge, conversion transaction, synthetic security or other integrated investment; and |
| • | U.S. expatriates. |
| • | the gain is effectively connected with the non-U.S. holder’s conduct of a U.S. trade or business and, if an applicable income tax treaty so provides, is attributable to a permanent establishment or a fixed-base |
| maintained by such non-U.S. holder in the United States, in which case the non-U.S. holder generally will be taxed on a net income basis at the graduated U.S. federal income tax rates applicable to United States persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branch profits tax described above in “Distributions on our Class A common stock” also may apply; |
| • | the non-U.S. holder is a nonresident alien individual who is present in the United States for a period or periods aggregating 183 days or more in the taxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject to a 30% tax (or such lower rate as may be specified by an applicable income tax treaty between the United States and such holder’s country of residence) on the net gain derived from the disposition, which may be offset by certain U.S. source capital losses of the non-U.S. holder, if any (even though the individual is not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses; or |
| • | we are, or have been, at any time during the five-year period preceding such sale of other taxable disposition (or the non-U.S. holder’s holding period, if shorter) a “U.S. real property holding corporation,” as described below, unless our Class A common stock is regularly traded on an established securities market and the non-U.S. holder holds no more than 5% of our outstanding Class A common stock, directly or indirectly, actually or constructively, during the shorter of the 5-year period ending on the date of the disposition or the period that the non-U.S. holder held our Class A common stock. Generally, a corporation is a U.S. real property holding corporation if the fair market value of its U.S. real property interests, as defined in the Code and applicable Treasury regulations, equals or exceeds 50% of the sum of the fair market value of its
worldwide real property interests plus its other assets used or held for use in a trade or business. Although there can be no assurance, we do not believe that we are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future. No assurance can be provided that our Class A common stock will be regularly traded on an established securities market for purposes of the rules described above. |
| • | in whole and not in part; |
| • | at a price of $0.01 per warrant; |
| • | upon not less than 30 days’ prior written notice of redemption, or the 30-day redemption period to each warrantholder; and |
| • | if, and only if, the reported last sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrantholders. |
| • | a stockholder who owns 15% or more of our outstanding voting stock, otherwise known as an “interested stockholder; |
| • | an affiliate of an interested stockholder; or |
| • | an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. |
| • | our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction; |
| • | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or |
| • | on or subsequent to the date of the transaction, our initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
| • | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| • | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| • | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| • | an exchange distribution in accordance with the rules of the applicable exchange; |
| • | in privately negotiated transactions; |
| • | settlement of short sales; |
| • | in transactions through broker-dealers that agree with the Selling Securityholder to sell a specified number of such securities at a stipulated price per security; |
| • | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| • | a combination of any such methods of sale; or |
| • | any other method permitted pursuant to applicable law. |
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F-35 |
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F-36 |
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F-37 |
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F-38 |
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F-39 |
||||
F-40 |
||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | i 48,039 | $ | i 37,240 | ||||
Accounts receivable, net of allowance of $ i 518 and $ i 272 as of March 31,
2022 and December 31, 2021, respectively |
i 3,622 | i 2,745 | ||||||
Notes receivable |
i 2,392 | i 2,488 | ||||||
Inventory |
i 14,715 | i 9,549 | ||||||
Prepaid expenses |
i 6,969 | i 7,076 | ||||||
Other current assets |
i 2 | i 2 | ||||||
Total current assets |
i 75,739 | i 59,100 | ||||||
Property and equipment, net |
i 77,962 | i 90,625 | ||||||
Goodwill |
i 123,304 | i 123,304 | ||||||
Intangible assets, net |
i 122,646 | i 123,187 | ||||||
Right-of-use |
i 15,691 | i — | ||||||
Restricted cash |
i 14,825 | i 14,836 | ||||||
Inventory, net of current portion |
i 3,225 | i 2,721 | ||||||
Other long-term assets |
i 810 | i 355 | ||||||
Total assets |
$ | i 434,202 | $ | i 414,128 | ||||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | i 10,418 | $ | i 9,317 | ||||
Accrued expenses and other current liabilities |
i 13,438 | i 11,661 | ||||||
Current portion of financing obligation |
i — | i 3,051 | ||||||
Deferred revenue |
i 2,178 | i 2,196 | ||||||
Total current liabilities |
i 26,034 | i 26,225 | ||||||
Deferred revenue, net of current portion |
i 1,928 | i 1,871 | ||||||
Acquisition-related contingent consideration |
i 237,071 | i 232,222 | ||||||
Noncurrent lease liabilities—operating |
i 30,463 | i — | ||||||
Financing obligations |
i — | i 28,085 | ||||||
Warrant liabilities |
i 46,894 | i 25,962 | ||||||
Deferred income tax liabilities |
i 10 | i 10 | ||||||
Other liabilities |
i 1,897 | i 335 | ||||||
Total liabilities |
i 344,297 | i 314,710 | ||||||
Commitments and contingencies (Note 9) |
||||||||
Stockholders’ equity |
||||||||
Preferred stock, $ i i 0.0001 /
par value, i i 10,000,000 / shares authorized, i i i i no / / / ne
issued and outstanding at March 31, 2022 and December 31, 2021 |
i — | i — | ||||||
Common Stock, $ i i 0.0001 /
par value, i 730,000,000 shares authorized, i i 137,722,917 /
i 730,000,000 shares authorized, i i 124,307,884 /
issued and outstanding as of December 31, 2021 |
i 14 | i 12 | ||||||
Additional paid-in capital |
i 812,443 | i 763,087 | ||||||
Accumulated deficit |
( i 722,552 | ) | ( i 663,681 | ) | ||||
Total stockholders’ equity |
i 89,905 | i 99,418 | ||||||
Total liabilities, redeemable convertible preferred stock and stockholders’ equity |
$ | i 434,202 | $ | i 414,128 | ||||
Three Months Ended March 31, |
||||||||
2021 |
||||||||
Net revenues |
||||||||
Product sales and rentals |
$ | i 651 | $ | i 840 | ||||
Services |
i 1,283 | i 1,264 | ||||||
License, royalty and other |
i 4,001 | i 556 | ||||||
Total revenues |
i 5,935 | i 2,660 | ||||||
Operating expenses |
||||||||
Cost of revenues (excluding amortization of acquired intangible assets) |
||||||||
Product sales and rentals |
$ | i 474 | i 518 | |||||
Services |
i 948 | i 724 | ||||||
Licenses, royalties and other |
i 2,604 | i — | ||||||
Research and development |
i 21,673 | i 16,990 | ||||||
Selling, general and administrative |
i 16,460 | i 7,626 | ||||||
Change in fair value of contingent consideration liability |
i 4,849 | i 20,656 | ||||||
Amortization of acquired intangible assets |
i 541 | i 541 | ||||||
Total operating expenses |
i 47,549 | i 47,055 | ||||||
Loss from operations |
( i 41,614 | ) | ( i 44,395 | ) | ||||
Other income (expense): |
||||||||
Interest income |
i 6 | i 140 | ||||||
Interest expense |
i — | ( i 752 | ) | |||||
Change in fair value of warrant liabilities |
( i 20,932 | ) | ( i 36,505 | ) | ||||
Other expense, net |
( i 327 | ) | ( i 27 | ) | ||||
Total other expense |
( i 21,253 | ) | ( i 37,144 | ) | ||||
Loss before income taxes |
( i 62,867 | ) | ( i 81,539 | ) | ||||
Income tax expense (benefit) |
i — | i — | ||||||
Net loss |
$ | ( i 62,867 | ) | $ | ( i 81,539 | ) | ||
Per share information: |
||||||||
Net loss per share—basic |
$ | ( i 0.48 | ) | $ | ( i 3.40 | ) | ||
Weighted average shares outstanding - basic and diluted |
i 130,398,811 | i 23,990,063 | ||||||
Series A Redeemable Convertible Preferred Stock |
Series B Redeemable Convertible Preferred Stock |
Series X Redeemable Convertible Preferred Stock |
Common Stock |
Treasury Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
|||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||
Balances at December 31, 2021 |
— | $ | — | — | $ | — | — | $ | — | i 124,307,884 | $ | i 12 | — | $ | — | $ | i 763,087 | $ | ( i 663,681 | ) | $ | i 99,418 | ||||||||||||||||||||||||||||||
Cumulative effect adjustment ASU 2016-02 (1) |
— | — | — | — | — | — | — | — | — | — | — | i 3,996 | i 3,996 | |||||||||||||||||||||||||||||||||||||||
Reclassification of previously exercised stock options |
— | — | — | — | — | — | i 131,253 | — | — | — | i 441 | — | i 441 | |||||||||||||||||||||||||||||||||||||||
Exercise of warrants |
— | — | — | — | — | — | i 13,281,386 | i 2 | — | — | i 46,483 | — | i 46,485 | |||||||||||||||||||||||||||||||||||||||
Exercise of stock options |
— | — | — | — | — | — | i 10,255 | — | — | — | i 21 | — | i 21 | |||||||||||||||||||||||||||||||||||||||
Purchase and retirement of common shares |
— | — | — | — | — | — | ( i 3,058 | ) | — | — | — | ( i 11 | ) | — | ( i 11 | ) | ||||||||||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | — | — | — | — | i 2,422 | — | i 2,422 | |||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( i 62,867 | ) | ( i 62,867 | ) | |||||||||||||||||||||||||||||||||||||
Balances at March 31, 2022 |
— | $ | — | — | $ | — | — | $ | — | i 137,727,720 | $ | i 14 | — | $ | — | $ | i 812,443 | $ | ( i 722,552 | ) | $ | i 89,905 | ||||||||||||||||||||||||||||||
Balances at December 31, 2020 |
i 29,484,740 | $ | i 184,247 | i 41,205,482 | $ | i 290,866 | i 11,953,274 | $ | i 75,000 | i 18,529,453 | $ | i 1 | ( i 90,834 | ) | $ | ( i 256 | ) | $ | i 32,418 | $ | ( i 563,563 | ) | $ | ( i 531,400 | ) | |||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | — | — | — | — | — | — | i 1,009 | — | i 1,009 | |||||||||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | — | — | — | — | — | — | ( i 81,539 | ) | ( i 81,539 | ) | |||||||||||||||||||||||||||||||||||||
Balances at March 31, 2021 |
i 29,484,740 | $ | i 184,247 | i 41,205,482 | $ | i 290,866 | i 11,953,274 | $ | i 75,000 | i 18,529,453 | $ | i 1 | ( i 90,834 | ) | $ | ( i 256 | ) | $ | i 33,427 | $ | ( i 645,102 | ) | $ | ( i 611,930 | ) | |||||||||||||||||||||||||||
| (1) | Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) 2016-02” or “ASC 842”) |
Three Months Ended March 31, |
||||||||
2021 |
||||||||
Cash flow from operating activities: |
||||||||
Net loss |
$ | ( i 62,867 | ) | $ | ( i 81,539 | ) | ||
Adjustments to reconcile net loss to net cash used in operations: |
||||||||
Depreciation and amortization |
i 2,284 | i 1,936 | ||||||
Non cash lease expense |
( i 1 | ) | — | |||||
Provision for doubtful accounts |
i 235 | ( i 59 | ) | |||||
Change in fair value of warrant liabilities |
i 20,932 | i 36,505 | ||||||
Share-based compensation expense |
i 2,422 | i 1,009 | ||||||
Change in fair value of contingent consideration |
i 4,849 | i 20,656 | ||||||
Change in fair value of contingent stock consideration |
i 1,565 | — | ||||||
Other, net |
i 96 | ( i 47 | ) | |||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
( i 1,112 | ) | i 185 | |||||
Inventory |
( i 5,670 | ) | ( i 1,162 | ) | ||||
Prepaid expenses and other assets |
( i 348 | ) | ( i 780 | ) | ||||
Accounts payable |
i 1,334 | i 85 | ||||||
Accrued expenses and other liabilities |
i 1,937 | ( i 1,272 | ) | |||||
Right-of-use |
i 52 | — | ||||||
Deferred revenue |
i 39 | ( i 597 | ) | |||||
Net cash used in operating activities |
( i 34,253 | ) | ( i 25,080 | ) | ||||
Cash flow from investing activities: |
||||||||
Capital expenditures |
( i 1,454 | ) | ( i 1,479 | ) | ||||
Net cash used in investing activities |
( i 1,454 | ) | ( i 1,479 | ) | ||||
Cash flow from financing activities: |
||||||||
Proceeds from the exercise of stock options |
i 10 | — | ||||||
Proceeds from the exercise of warrants |
i 46,485 | — | ||||||
Payments of PIPE/SPAC related costs |
— | ( i 4,842 | ) | |||||
Net cash provided by (used in) financing activities |
i 46,495 | ( i 4,842 | ) | |||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
i 10,788 | ( i 31,401 | ) | |||||
Cash, cash equivalents and restricted cash at beginning of period |
i 52,076 | i 69,513 | ||||||
Cash, cash equivalents and restricted cash at end of period |
$ | i 62,864 | $ | i 38,112 | ||||
Supplemental non-cash investing and financing activities: |
||||||||
Property and equipment included in accounts payable and accrued expenses |
$ | ( i 1,015 | ) | $ | ( i 287 | ) | ||
Reclassification of option liabilities to equity |
$ | i 441 | $ | — | ||||
Change in PIPE/SPAC related costs captured in accounts payable and accrued expenses |
$ | — | $ | i 1,026 | ||||
1. |
Nature of Business and Basis of Presentation |
2. |
Summary of Significant Accounting Policies |
| • | Level 1 — Quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. |
| • | Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
Three Months Ended March 31, |
||||||||
2021 |
||||||||
Redeemable convertible preferred stock |
— | i 107,525,553 | ||||||
Stock options |
i 23,999,206 | i 22,815,643 | ||||||
Restricted stock units |
i 517,616 | — | ||||||
Warrants |
i 29,404,809 | i 25,775,905 | ||||||
| i 53,921,631 | i 156,117,101 | |||||||
3. |
Business Combinations |
| a) | each share of Legacy Celularity Common Stock (including shares of Legacy Celularity Common Stock resulting from the conversion of shares of Celularity Preferred Stock described above) that was issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive a number of shares of Company Class A common stock, par value $ i 0.0001 per share (“Company Class A Common Stock”) equal to the Exchange Ratio (as defined below)
(the “Per Share Merger Consideration”); |
| b) | each share of Legacy Celularity Common Stock or Legacy Celularity Preferred Stock (together, “Legacy Celularity Capital Stock”) held in the treasury of Celularity was cancelled without any conversion thereof and no payment or distribution was made with respect thereto; |
| c) | each share of First Merger Sub common stock, par value $ i 0.01 per share, issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $ i 0.0001
per share, of the Surviving Corporation; |
| d) | each Legacy Celularity Warrant (as to which no notice of exercise had been delivered to Legacy Celularity prior to the Closing) that was outstanding immediately prior to the Effective Time (and which would have otherwise been exercisable in accordance with its terms immediately following the Effective Time), became, to the extent consistent with the terms of such Legacy Celularity Warrant, the right to purchase shares of Company Class A Common Stock (and not Celularity Capital Stock) (each, a “Converted Warrant”) on the same terms and conditions (including exercisability terms) as were applicable to such Legacy Celularity Warrant immediately prior to the Effective Time, except that (A) each Converted Warrant became exercisable for that number of shares of Company Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Legacy Celularity Common Stock that would
have been issuable upon the exercise of a Legacy Celularity Warrant for cash and assuming the conversion of the Series B Preferred Stock underlying such outstanding Legacy Celularity Warrant into Legacy Celularity Common Stock (the “Celularity Warrant Shares”) subject to the Legacy Celularity Warrant immediately prior to the Effective Time and (2) the Exchange Ratio (as defined below); and (B) the per share exercise price for each share of Company Class A Common Stock issuable upon exercise of the Converted Warrant is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the per share exercise price for each share of Series B Preferred Stock issuable upon exercise of such Celularity Warrant immediately prior to the Effective Time by (2) the Exchange Ratio (as defined below); and |
| e) | each option to purchase Legacy Celularity Common Stock, whether or not exercisable and whether or not vested, that was outstanding immediately prior to the Effective Time (each, a “Legacy Celularity Option”) was assumed by GX and converted into an option to purchase shares of Company Class A Common Stock (each, a “Converted Option”). |
Fair Value Measurements as of March 31, 2022 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents—money market funds |
$ | i 46,490 | $ | i — | $ | i — | $ | i 46,490 | ||||||||
Convertible note receivable |
i — | i — | i 2,392 | i 2,392 | ||||||||||||
| $ | i 46,490 | $ | i — | $ | i 2,392 | $ | i 48,882 | |||||||||
Liabilities: |
||||||||||||||||
Contingent stock consideration |
$ | i — | $ | i — | $ | i 1,565 | $ | i 1,565 | ||||||||
Acquisition-related contingent consideration obligations |
— | — | i 237,071 | i 237,071 | ||||||||||||
Warrant liability—Sponsor Warrants |
i — | i — | i 27,200 | i 27,200 | ||||||||||||
Warrant liability—Public Warrants |
i 19,694 | i — | i — | i 19,694 | ||||||||||||
| $ | i 19,694 | $ | i — | $ | i 265,836 | $ | i 285,530 | |||||||||
Fair Value Measurements as of December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents—money market funds |
$ | i 36,700 | $ | i — | $ | i — | $ | i 36,700 | ||||||||
Convertible note receivable |
i — | i — | i 2,488 | i 2,488 | ||||||||||||
| $ | i 36,700 | $ | i — | $ | i 2,488 | $ | i 39,188 | |||||||||
Liabilities: |
||||||||||||||||
Acquisition-related contingent consideration obligations |
$ | i — | $ | i — | $ | i 232,222 | $ | i 232,222 | ||||||||
Warrant liability—Sponsor Warrants |
i — | i — | i 13,600 | i 13,600 | ||||||||||||
Warrant liability—Public Warrants |
i 12,362 | i — | i — | i 12,362 | ||||||||||||
| $ | i 12,362 | $ | i — | $ | i 245,822 | $ | i 258,184 | |||||||||
Balance as of December 31, 2021 |
Net transfers in to (out of) Level 3 |
Purchases, settlements and other net |
Fair value adjustments |
Balance as of March 31, 2022 |
||||||||||||||||
Liabilities: |
||||||||||||||||||||
Contingent stock consideration |
$ | — | $ | — | $ | — | $ | i 1,565 | $ | i 1,565 | ||||||||||
Acquisition-related contingent consideration obligations |
i 232,222 | — | — | i 4,849 | i 237,071 | |||||||||||||||
| $ | i 232,222 | $ | — | $ | — | $ | i 6,414 | $ | i 238,636 | |||||||||||
Balance as of December 31, 2020 |
Net transfers in to (out of) Level 3 |
Purchases, settlements and other net |
Fair value adjustments |
Balance as of December 31, 2021 |
||||||||||||||||
Liabilities: |
||||||||||||||||||||
Acquisition-related contingent consideration obligations |
$ | i 273,367 | $ | — | $ | — | $ | ( i 41,145 | ) | $ | i 232,222 | |||||||||
Balance as of December 31, 2020 |
$ | i 76,640 | ||
Gain recognized in earnings from change in fair value |
( i 13,482 | ) | ||
Warrant liability assumed at Closing Date (Sponsor Warrants) |
i 34,764 | |||
Warrant liability assumed at Closing Date (Public Warrants) |
i 24,438 | |||
Reclassification of Legacy Celularity Warrants to equity |
( i 96,398 | ) | ||
Balance as of December 31, 2021 |
$ | i 25,962 | ||
Balance as of December 31, 2021 |
$ | i 25,962 | ||
Loss recognized in earnings from change in fair value |
i 20,932 | |||
Balance as of March 31, 2022 |
$ | i 46,894 | ||
Common share price |
$ | i 8.71 | $ | i 5.12 | ||||
Exercise price |
$ | i 11.50 | $ | i 11.50 | ||||
Dividend yield |
i 0 | % | i 0 | % | ||||
Term (years) |
i 4.3 | i 4.5 | ||||||
Risk-free interest rate |
i 2.43 | % | i 1.19 | % | ||||
Volatility |
i 53.0 | % | i 63.0 | % | ||||
Face value |
$ | i 4,000 | $ | i 4,000 | ||||
Coupon rate |
i 12% - i 17 |
% | i 12% - i 17 |
% | ||||
Stock price |
$ | i 0.10 | $ | i 0.17 | ||||
Term (years) |
. i 51 - i 1.17 |
.7 - i 3.19 | ||||||
Risk-free interest rate |
i 1.07 | % | i 0.29 | % | ||||
Volatility |
n/a | n/a | ||||||
Balance as of December 31, 2021 |
Net transfers in to (out of) Level 3 |
Purchases, settlements and other net |
Fair value adjustments |
Balance as of March 31, 2022 |
||||||||||||||||
Liabilities: |
||||||||||||||||||||
Contingent stock consideration |
$ | i — | $ | — | $ | — | $ | i 1,570 | $ | i 1,570 | ||||||||||
5. |
Inventory |
Raw materials |
$ | i 2,853 | $ | i 2,359 | ||||
Work in progress |
i 8,117 | i 5,902 | ||||||
Finished goods |
i 7,100 | i 4,057 | ||||||
Inventory, gross |
i 18,070 | i 12,318 | ||||||
Less: inventory reserves |
( i 130 | ) | ( i 48 | ) | ||||
Inventory, net |
i 17,940 | i 12,270 | ||||||
Balance Sheet Classification: |
||||||||
Inventory |
i 14,715 | i 9,549 | ||||||
Inventory, net of current portion |
i 3,225 | i 2,721 | ||||||
| $ | i 17,940 | $ | i 12,270 | |||||
6. |
Property and Equipment, Net |
Building (1) |
$ | i — | $ | i 12,513 | ||||
Leasehold improvement (2) |
i 70,620 | i 71,468 | ||||||
Laboratory and production equipment |
i 11,927 | i 11,395 | ||||||
Machinery, equipment and fixtures |
i 8,070 | i 7,974 | ||||||
Construction in progress |
i 2,925 | i 2,054 | ||||||
Property and equipment |
i 93,542 | i 105,404 | ||||||
Less: Accumulated depreciation (3) |
( i 15,580 | ) | ( i 14,779 | ) | ||||
Property and equipment, net |
$ | i 77,962 | $ | i 90,625 | ||||
| (1) | Includes $ i 12,513 at December 31, 2021 under financing lease resulting from a failed sale leaseback (see Note 8). |
| (2) | Includes $ i 70,959 at December 31, 2021, respectively, under financing lease resulting from a failed sale leaseback (see Note 8). |
| (3) | Includes $ i 5,971 at December 31, 2021, respectively, under financing lease resulting from a failed sale leaseback (see Note 8). |
7. |
Goodwill and Intangible Assets, Net |
Cell Therapy |
$ | i 112,347 | $ | i 112,347 | ||||
Degenerative Disease |
i 3,610 | i 3,610 | ||||||
Biobanking |
i 7,347 | i 7,347 | ||||||
| $ | i 123,304 | $ | i 123,304 | |||||
Estimated Useful Lives |
||||||||||||
Amortizable intangible assets: |
||||||||||||
Developed technology |
$ | i 16,810 | $ | i 16,810 | i i 11 / - i i 16 / years |
|||||||
Customer relationships |
i 2,413 | i 2,413 | i i 10 / years | |||||||||
Trade names & trademarks |
i 570 | i 570 | i i 10 / - i i 13 /
years |
|||||||||
Reacquired rights |
i 4,200 | i 4,200 | i i 6 / years | |||||||||
| i 23,993 | i 23,993 | |||||||||||
Less: Accumulated amortization |
||||||||||||
Developed technology |
( i 5,666 | ) | ( i 5,376 | ) | ||||||||
Customer relationships |
( i 1,236 | ) | ( i 1,170 | ) | ||||||||
Trade names & trademarks |
( i 233 | ) | ( i 220 | ) | ||||||||
Reacquired rights |
( i 2,712 | ) | ( i 2,540 | ) | ||||||||
| ( i 9,847 | ) | ( i 9,306 | ) | |||||||||
Amortizable intangible assets, net |
i 14,146 | i 14,687 | ||||||||||
Non-amortized intangible assets |
||||||||||||
Acquired IPR&D product rights |
i 108,500 | i 108,500 | i i indefinite / | |||||||||
| $ | i 122,646 | $ | i 123,187 | |||||||||
8. |
Leases |
Balance as of December 31, 2021 |
Adjustments due to adoption of ASC 842 |
Balance as of January 1, 2022 |
||||||||||
Assets |
||||||||||||
Property and equipment, net |
$ | i 90,625 | $ | ( i 12,419 | ) | $ | i 78,206 | |||||
Operating lease right-of-use-assets |
— | i 15,690 | i 15,690 | |||||||||
Liabilities |
||||||||||||
Current lease liabilities - operating |
— | — | — | |||||||||
Current portion of financing obligation |
i 3,051 | ( i 3,051 | ) | — | ||||||||
Noncurrent lease liabilities - operating |
— | i 30,412 | i 30,412 | |||||||||
Financing obligations |
i 28,085 | ( i 28,085 | ) | — | ||||||||
Stockholders’ equity |
||||||||||||
Accumulated deficit |
( i 663,681 | ) | i 3,996 | ( i 659,685 | ) | |||||||
Three Months Ended March 31, |
||||
Operating lease cost |
$ | i 760 | ||
Variable lease cost |
i 325 | |||
Total operating lease cost |
$ | i 1,085 | ||
Short term lease cost |
$ | i 46 | ||
Three Months Ended March 31, |
||||
Cash paid related to lease liabilities: |
||||
Operating cash flows from operating leases |
$ | i 708 | ||
Non-cash lease liability activity: |
||||
Right-of-use |
||||
Operating leases |
$ | — | ||
2022 (remaining 9 months) |
$ | i 2,125 | ||
2023 |
i 2,895 | |||
2024 |
i 2,969 | |||
2025 |
i 3,042 | |||
2026 |
i 3,116 | |||
2027 |
i 3,190 | |||
Thereafter |
i 70,342 | |||
Total lease payments |
i 87,679 | |||
Less imputed interest |
( i 57,216 | ) | ||
Total |
$ | i 30,463 | ||
2022 |
$ | i 2,822 | ||
2023 |
i 2,895 | |||
2024 |
i 2,969 | |||
2025 |
i 3,042 | |||
2026 |
i 3,116 | |||
Thereafter |
i 73,531 | |||
Total |
$ | i 88,375 | ||
Number of shares |
Exercise price |
Expiration date |
||||||||||
Dragasac Warrant |
i 6,529,818 | $ | i 6.77 | * | i March 16, 2025 | |||||||
Public Warrants |
i 14,374,992 | $ | i 11.50 | i July 16, 2026 | ||||||||
Sponsor Warrants |
i 8,499,999 | $ | i 11.50 | i July 16, 2026 | ||||||||
| i 29,404,809 | ||||||||||||
| * | i The exercise price is the lessor of $ i 6.77
per share or i 80% of either (i) the value attributed to one share of Legacy Celularity Series B Preferred Stock upon consummation of a change in control or the closing of a strategic transaction or (ii) the price at which one share of common stock is sold to the public market in an initial public offering. / |
| • | at any time while the Public Warrants are exercisable, |
| • | upon not less than i 30 days’ prior written notice of redemption to each Public Warrant holder, |
| • | if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing |
| • | The expected term of employee stock options with service-based vesting is determined using the “simplified” method, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term. |
| • | The expected stock price volatility is based on historical volatilities of comparable public entities within the Company’s industry. |
| • | The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the respective expected term or contractual term. |
| • | The expected dividend yield is i 0% because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock. |
Risk-free interest rate |
i 1.8 | % | ||
Expected term (in years) |
i 6.0 | |||
Expected volatility |
i 76.5 | % | ||
Expected dividend yield |
i 0 | % |
Options |
Weighted average exercise price |
Aggregate Intrinsic Value |
||||||||||||||
Balance at January 1, 2022 |
i 24,064,586 | $ | i 4.23 | i 7.4 | $ | i 56,525 | ||||||||||
Granted |
i 120,727 | $ | i 5.08 | |||||||||||||
Exercised |
( i 10,255 | ) | $ | i 3.74 | ||||||||||||
Forfeited |
( i 175,852 | ) | $ | i 6.89 | ||||||||||||
Outstanding at March 31, 2022 |
i 23,999,206 | $ | i 4.22 | i 8.59 | $ | i 117,847 | ||||||||||
Vested and expected to vest March 31, 2022 |
i 23,999,206 | $ | i 4.22 | i 8.59 | $ | i 117,847 | ||||||||||
Exercisable at March 31, 2022 |
i 20,203,497 | $ | i 3.55 | i 8.55 | $ | i 111,059 | ||||||||||
Number Shares |
Weighted average grant date fair value |
|||||||
Outstanding at December 31, 2021 |
i 474,700 | $ | i 7.20 | |||||
Granted |
i 54,466 | $ | i 4.59 | |||||
Forfeited |
( i 11,550 | ) | $ | i 7.20 | ||||
Outstanding at March 31, 2022 |
i 517,616 | $ | i 6.93 | |||||
Three Months Ended |
||||||||
2021 |
||||||||
Cost of revenue |
$ | i 37 | $ | i 16 | ||||
Research and development |
i 248 | i 347 | ||||||
Selling, general and administrative |
i 2,137 | i 646 | ||||||
| $ | i 2,422 | $ | i 1,009 | |||||
Three Months Ended |
||||||||
2021 |
||||||||
Product sales and rentals, net |
$ | i 651 | $ | i 840 | ||||
Processing and storage fees, net |
i 1,283 | i 1,264 | ||||||
License, royalty and other |
i 4,001 | i 556 | ||||||
Net revenue |
$ | i 5,935 | $ | i 2,660 | ||||
2022 |
2021 |
|||||||
Balance at January 1 |
$ | i 4,067 | $ | i 12,449 | ||||
Deferral of revenue* |
i 1,649 | i 1,042 | ||||||
Recognition of unearned revenue* |
( i 1,610 | ) | ( i 1,639 | ) | ||||
Balance at March 31, |
$ | i 4,106 | $ | i 11,852 | ||||
| * |
13. |
License and Distribution Agreements |
14. |
Benefit Plans |
15. |
Segment Information |
Three Months Ended March 31, 2022 |
||||||||||||||||||||||||
Cell Therapy |
BioBanking |
Degenerative Disease |
Other |
Total |
||||||||||||||||||||
Net sales |
$ | $ | i 1,283 | $ | i 4,652 | $ | — | $ | i 5,935 | |||||||||||||||
Gross profit |
— |
i 335 | i 1,574 | — |
i 1,909 | |||||||||||||||||||
Direct expenses |
i 21,213 | i 626 | i 1,459 | i 13,270 | i 36,568 | |||||||||||||||||||
Segment contribution |
( i 21,213 | ) | ( i 291 | ) | i 115 | ( i 13,270 | ) | ( i 34,659 | ) | |||||||||||||||
Indirect expenses |
i 6,955 | (c | ) | i 6,955 | ||||||||||||||||||||
Loss from operations |
$ | ( i 41,614 | ) | |||||||||||||||||||||
(c) Components of other |
||||||||||||||||||||||||
Change in fair value of contingent consideration liability |
i 4,849 | |||||||||||||||||||||||
Change in fair value of contingent stock consideration |
i 1,565 | |||||||||||||||||||||||
Amortization |
i 541 | |||||||||||||||||||||||
Total other |
$ | i 6,955 | ||||||||||||||||||||||
Three Months Ended March 31, 2021 |
||||||||||||||||||||||||
Cell Therapy |
BioBanking |
Degenerative Disease |
Other |
Total |
||||||||||||||||||||
Net sales |
$ | — | $ | i 1,264 | $ | i 1,396 | $ | — | $ | i 2,660 | ||||||||||||||
Gross profit |
— |
i 540 | i 878 | — |
i 1,418 | |||||||||||||||||||
Direct expenses |
i 16,287 | i 252 | i 2,014 | i 6,063 | i 24,616 | |||||||||||||||||||
Segment contribution |
( i 16,287 | ) | i 288 | ( i 1,136 | ) | ( i 6,063 | ) | ( i 23,198 | ) | |||||||||||||||
Indirect expenses |
i 21,197 | (d | ) | i 21,197 | ||||||||||||||||||||
Loss from operations |
$ | ( i 44,395 | ) | |||||||||||||||||||||
(d) Components of other |
||||||||||||||||||||||||
Change in fair value of contingent consideration liability |
i 20,656 | |||||||||||||||||||||||
Impairment of acquired intangible assets |
— |
|||||||||||||||||||||||
Amortization |
i 541 | |||||||||||||||||||||||
Total other |
$ | i 21,197 | ||||||||||||||||||||||
16. |
Related Party Transactions |
17. |
Subsequent Events |
| /s/ Deloitte & Touche LLP |
| Parsippany, New Jersey |
| March 31, 2022 |
| We have served as the Company’s auditor since 2018. |
2020 |
||||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | i 37,240 | $ | i 54,311 | ||||
Accounts receivable, net of allowance of $ i 283 and $ i 272 as of December 31, 2021 and December 31,
2020, respectively |
i 2,745 | i 1,134 | ||||||
Notes receivable |
i 2,488 | i 5,416 | ||||||
Inventory |
i 9,549 | i 3,850 | ||||||
Prepaid expenses |
i 7,076 | i 6,576 | ||||||
Other current assets |
i 2 | i 873 | ||||||
Total current assets |
i 59,100 | i 72,160 | ||||||
Property and equipment, net |
i 90,625 | i 90,077 | ||||||
Goodwill |
i 123,304 | i 123,304 | ||||||
Intangible assets, net |
i 123,187 | i 125,379 | ||||||
Restricted cash |
i 14,836 | i 15,202 | ||||||
Inventory, net of current portion |
i 2,721 | i 1,998 | ||||||
Other long-term assets |
i 355 | i 2,888 | ||||||
Total assets |
$ | i 414,128 | $ | i 431,008 | ||||
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | i 9,317 | $ | i 5,390 | ||||
Accrued expenses and other current liabilities |
i 11,661 | i 13,451 | ||||||
Current portion of financing obligation |
i 3,051 | i 3,008 | ||||||
Deferred revenue |
i 2,196 | i 4,828 | ||||||
Total current liabilities |
i 26,225 | i 26,677 | ||||||
Deferred revenue, net of current portion |
i 1,871 | i 7,621 | ||||||
Acquisition-related contingent consideration |
i 232,222 | i 273,367 | ||||||
Financing obligations |
i 28,085 | i 27,634 | ||||||
Warrant liabilities |
i 25,962 | i 76,640 | ||||||
Deferred income tax liabilities |
i 10 | i 7 | ||||||
Other liabilities |
i 335 | i 349 | ||||||
Total liabilities |
i 314,710 | i 412,295 | ||||||
Commitments and contingencies (Note 11) |
i | i | ||||||
Redeemable convertible preferred stock: |
||||||||
Series A preferred stock, $ i i 0.0001 /
par value, i i i none
/ / authorized, issued and outstanding as of December 31, 2021; i i i 29,484,740 / /
shares authorized, issued and outstanding as of December 31, 2020 |
— | i 184,247 | ||||||
Series B preferred stock, $ i i 0.0001 /
par value, i i i none
/ / authorized, issued and outstanding as of December 31, 2021; i 75,088,327 shares authorized, i i 41,205,482 /
shares issued and outstanding as of December 31, 2020 |
— | i 290,866 | ||||||
Series X preferred stock, $ i i 0.0001 /
par value, i i i none
/ / authorized, issued and outstanding as of December 31, 2021; i i i 11,953,274 / /
shares authorized, issued and outstanding as of December 31, 2020 |
— | i 75,000 | ||||||
Stockholders’ equity (deficit): |
||||||||
Preferred stock, $ i i 0.0001 /
par value, i 10,000,000 shares authorized, i i none
/ issued and outstanding at December 31, 2021; i i i none
/ / authorized, issued and outstanding as of December 31, 2020 |
i — | |||||||
Common Stock, $ i i 0.0001 /
par value, i 730,000,000 shares authorized, i i 124,307,884 / |
i 12 | i 1 | ||||||
Treasury stock, at cost, i 0 and i 90,834 shares as of December 31, 2021 and December 31, 2020, respectively |
— | ( i 256 | ) | |||||
Additional paid-in capital |
i 763,087 | i 32,418 | ||||||
Accumulated deficit |
( i 663,681 | ) | ( i 563,563 | ) | ||||
Total stockholders’ equity (deficit) |
i 99,418 | ( i 531,400 | ) | |||||
Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) |
$ | i 414,128 | $ | i 431,008 | ||||
Year Ended December 31, |
||||||||
2020 |
||||||||
Net revenues: |
||||||||
Product sales and rentals |
$ | i 3,801 | $ | i 6,854 | ||||
Services |
i 5,522 | i 5,556 | ||||||
License, royalty and other |
i 12,012 | i 1,868 | ||||||
Total revenues |
i 21,335 | i 14,278 | ||||||
Operating expenses: |
||||||||
Cost of goods sold (excluding amortization of acquired intangible assets) |
||||||||
Product sales and rentals |
i 3,528 | i 2,247 | ||||||
Services |
i 3,649 | i 2,294 | ||||||
License, royalty and other |
i 2,476 | i 391 | ||||||
Research and development |
i 88,353 | i 52,707 | ||||||
Selling, general and administrative |
i 71,341 | i 31,336 | ||||||
Change in fair value of contingent consideration liability |
( i 41,145 | ) | ( i 55,566 | ) | ||||
Amortization of acquired intangible assets |
i 2,192 | i 3,394 | ||||||
Impairment of acquired intangible assets |
i — | i 129,400 | ||||||
Total operating expenses |
i 130,394 | i 166,203 | ||||||
Loss from operations |
( i 109,059 | ) | ( i 151,925 | ) | ||||
Other income (expense): |
||||||||
Interest income |
i 332 | i 370 | ||||||
Interest expense |
( i 3,171 | ) | ( i 2,354 | ) | ||||
Loss on the sale of business |
— | ( i 4,434 | ) | |||||
Income (expense) related to warrant liabilities |
i 13,482 | ( i 58,686 | ) | |||||
Other (expense) income, net |
( i 1,682 | ) | i 4,096 | |||||
Total other income (expense) |
i 8,961 | ( i 61,008 | ) | |||||
Net loss before income taxes |
( i 100,098 | ) | ( i 212,933 | ) | ||||
Income tax expense (benefit) |
i 20 |
( i 4,700 | ) | |||||
Net loss |
$ | ( i 100,118 | ) | $ | ( i 208,233 | ) | ||
Per share information: |
||||||||
Net loss per share — basic and diluted |
$ | ( i 1.49 | ) | $ | ( i 11.31 | ) | ||
Weighted average shares outstanding — basic and diluted |
i 67,057,278 | i 18,417,910 | ||||||
Series A Redeemable Convertible Preferred Stock |
Series B Redeemable Convertible Preferred Stock |
Series X Redeemable Convertible Preferred Stock |
Common Stock |
Treasury Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
|||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||
| i 29,484,740 | $ |
i 184,247 | i 27,552,236 | $ |
i 206,035 | i 11,953,274 | $ |
i 75,000 | i 18,421,084 | $ |
i 1 | ( i 13,975 | ) |
$ |
— |
$ |
i 27,909 | $ |
( i 355,330 | ) |
$ |
( i 327,420 | ) | |||||||||||||||||||||||||||||
Exercise of stock options |
— |
— |
— |
— |
— |
— |
i 108,369 | — |
— |
— |
i 138 | — |
i 138 | |||||||||||||||||||||||||||||||||||||||
Repurchase of common stock |
— |
— |
— |
— |
— |
— |
— |
— |
( i 76,859 | ) |
( i 256 | ) |
— |
— |
( i 256 | ) | ||||||||||||||||||||||||||||||||||||
Stock-based compensation expense |
— |
— |
— |
— |
— |
— |
— |
— |
i 4,371 | — |
i 4,371 | |||||||||||||||||||||||||||||||||||||||||
Share issuance costs |
— |
— |
— |
( i 15 | ) |
— |
— |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||
Issuance of Series B preferred stock |
— |
— |
i 13,620,063 | i 84,596 | — |
— |
— |
— |
— |
— |
— |
— |
— |
|||||||||||||||||||||||||||||||||||||||
Issuance of Series B convertible preferred stock in connection with CariCord acquisition |
— |
— |
i 33,183 | i 250 | — |
— |
— |
— |
— |
— |
— |
— |
||||||||||||||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( i 208,233 | ) |
( i 208,233 | ) | |||||||||||||||||||||||||||||||||||||
Balances at December 31, 2020 |
i 29,484,740 | $ |
i 184,247 | i 41,205,482 | $ |
i 290,866 | i 11,953,274 | $ |
i 75,000 | i 18,529,453 | $ |
i 1 | ( i 90,834 | ) |
$ |
( i 256 | ) |
$ |
i 32,418 | $ |
( i 563,563 | ) |
$ |
( i 531,400 | ) | |||||||||||||||||||||||||||
Exercise of stock options |
— |
— |
— |
— |
— |
— |
i 572,252 | — |
— |
— |
i 197 | — |
i 197 | |||||||||||||||||||||||||||||||||||||||
Stock-based compensation expense |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
i 40,010 | — |
i 40,010 | |||||||||||||||||||||||||||||||||||||||
Recapitalization from GX Corp. merger, net of redemptions, equity issuance costs and merger costs |
( i 29,484,740 | ) |
( i 184,247 | ) |
( i 41,205,482 | ) |
( i 290,866 | ) |
( i 11,953,274 | ) |
( i 75,000 | ) |
i 94,122,408 | i 10 | i 90,834 | i 256 | i 485,332 | — |
i 485,598 | |||||||||||||||||||||||||||||||||
Issuance of common stock to PIPE investors |
— |
— |
— |
— |
— |
— |
i 8,340,000 | i 1 | — |
— |
i 83,399 | — |
i 83,400 | |||||||||||||||||||||||||||||||||||||||
Reclassification of liability classified legacy warrants to equity |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
i 96,398 | — |
i 96,398 | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock to Palantir |
— |
— |
— |
— |
— |
— |
i 2,000,000 | — |
— |
— |
i 20,000 | — |
i 20,000 | |||||||||||||||||||||||||||||||||||||||
Issuance of common stock to settle liability with CTH |
— |
— |
— |
— |
— |
— |
i 743,771 | — |
— |
— |
i 5,333 | — |
i 5,333 | |||||||||||||||||||||||||||||||||||||||
Net loss |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
— |
( i 100,118 | ) |
( i 100,118 | ) | |||||||||||||||||||||||||||||||||||||
Balances at December 31, 2021 |
i — |
$ |
i — |
i — |
$ |
i — |
i — |
$ |
i — |
i 124,307,884 | $ |
i 12 | i — |
$ |
— |
$ |
i 763,087 | $ |
( i 663,681 | ) |
$ |
i 99,418 | ||||||||||||||||||||||||||||||
Year Ended December 31, |
||||||||
2020 |
||||||||
| Cash flow from operating activities: |
||||||||
| Net loss |
$ |
( i 100,118 | ) |
$ |
( i 208,233 | ) | ||
| Adjustments to reconcile net loss to net cash used in operations: |
||||||||
| Depreciation and amortization |
i 8,817 | i 8,174 | ||||||
| Deferred income taxes |
( i 1,353 | ) |
( i 8,482 | ) | ||||
| Impairment charges |
— |
i 129,400 | ||||||
| Provision for doubtful accounts |
i 298 | i 292 | ||||||
| Stock-based compensation expense |
i 40,010 | i 4,371 | ||||||
| Change in fair value of warrant liabilities |
( i 13,482 | ) |
i 58,686 | |||||
| Amortization of inventory step-up |
— |
i 57 | ||||||
| Issuance of common stock to settle liability with CTH |
i 5,333 | — |
||||||
| Loss on sale of business |
— |
i 4,434 | ||||||
| Change in fair value of contingent consideration |
( i 41,145 | ) |
( i 55,566 | ) | ||||
| Other, net |
i 2,627 | i 70 | ||||||
| Changes in assets and liabilities: |
||||||||
| Accounts receivable |
( i 1,909 | ) |
i 1,652 | |||||
| Inventory |
( i 6,422 | ) |
( i 643 | ) | ||||
| Prepaid expenses and other assets |
i 3,068 | ( i 5,761 | ) | |||||
| Sale of net operating losses and research and development tax credits |
i 1,356 | i 3,765 | ||||||
| Accounts payable |
i 3,007 | i 314 | ||||||
| Accrued expenses and other liabilities |
( i 1,801 | ) |
i 184 | |||||
| Deferred revenue |
( i 8,382 | ) |
i 4,093 | |||||
| |
|
|
|
|||||
| Net cash used in operating activities |
( i 110,096 |
) |
( i 63,193 |
) | ||||
| |
|
|
|
|||||
| Cash flow from investing activities: |
||||||||
| Capital expenditures |
( i 6,203 | ) |
( i 27,834 | ) | ||||
| Proceeds from the sale of business |
— |
i 15,019 | ||||||
| Proceeds from promissory note |
i 300 | — |
||||||
| |
|
|
|
|||||
| Net cash used in investing activities |
( i 5,903 | ) |
( i 12,815 | ) | ||||
| |
|
|
|
|||||
| Cash flow from financing activities: |
||||||||
| Proceeds from issuance of Series B redeemable convertible preferred stock and warrants, net of issuance costs |
— |
i 102,535 | ||||||
| Repurchase of common stock |
— |
( i 256 | ) | |||||
| Proceeds from short term borrowings — related party |
i 5,000 | — |
||||||
| Payment of short term borrowings — related party |
( i 5,000 | ) |
— |
|||||
| Cash received from GX Acquisition Corp. on recapitalization |
i 5,386 | — |
||||||
| Proceeds from Palantir investment |
i 20,000 | — |
||||||
| Proceeds from PIPE financing |
i 83,400 | — |
||||||
| Proceeds from the exercise of stock options |
i 638 | i 138 | ||||||
| Payments of PIPE/SPAC related costs |
( i 10,862 | ) |
( i 403 | ) | ||||
| |
|
|
|
|||||
| Net cash provided by financing activities |
i 98,562 | i 102,014 | ||||||
| |
|
|
|
|||||
| Net (decrease) increase in cash, cash equivalents and restricted cash |
( i 17,437 | ) |
i 26,006 | |||||
| Cash, cash equivalents and restricted cash at beginning of year |
i 69,513 | i 43,507 | ||||||
| |
|
|
|
|||||
| Cash, cash equivalents and restricted cash at end of year |
$ |
i 52,076 | $ |
i 69,513 | ||||
| |
|
|
|
|||||
| Supplemental disclosure of cash flow information: |
||||||||
| Cash paid for interest |
|
$ |
i 146 |
|
|
$ |
i — |
|
| Cash paid for income taxes |
$ |
— |
$ |
i 13 | ||||
| Supplemental non-cash investing and financing activities: |
||||||||
| Property and equipment included in accounts payable and accrued expenses |
$ |
( i 970 | ) |
$ |
( i 806 | ) | ||
| Recapitalization from GX Acquisition Corp. merger |
$ |
i 550,113 | $ |
— |
||||
| Cancellation of treasury stock |
$ |
i 256 | $ |
— |
||||
| Non-cash assets acquired from merger with GX Acquisition Corp. |
$ |
i 163 | $ |
— |
||||
| Warrant liability assumed from the merger with GX Acquisition Corp. |
$ |
i 59,202 | $ |
— |
||||
| Issuance of common stock as payment for PIPE/merger related costs |
$ |
i 10,795 | $ |
— |
||||
| Reclassification of warrant liabilities to equity |
$ |
i 96,398 | $ |
— |
||||
| Reclass of offering costs paid in prior year |
$ |
i 153 | $ |
— |
||||
| Changes in PIPE/SPAC related costs in accounts payable and accrued expenses |
$ |
— |
$ |
( i 2,130 | ) | |||
| Recognition of asset and financing obligation related to facility build out |
$ |
— |
$ |
( i 216 | ) | |||
| Receipt of convertible note in connection with the Sanuwave Transaction |
$ |
— |
$ |
i 4,524 | ||||
| UltraMIST systems reclass from inventory to fixed assets |
$ |
— |
$ |
i 79 | ||||
| Fair value of warrants issued in connection with Series B preferred stock sale |
$ |
— |
$ |
i 17,954 | ||||
| Issuance of warrants at estimated fair value |
$ |
— |
$ |
i 11,988 | ||||
| Issuance of Series B convertible preferred stock in connection with CariCord acquisition |
$ |
— |
$ |
i 250 | ||||
| • | Level 1 — Quoted prices in active markets for identical assets or liabilities. |
| • | Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. |
| • | Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
Estimated Useful Life |
||||
Building |
i 26 years |
|||
Furniture and fixtures |
i 5— i 7 years |
|||
Lab equipment |
i 5 years |
|||
Computer equipment |
i 3 years |
|||
Software |
i 3 years |
|||
Leasehold improvements |
|
shorter of the estimated useful life and the lease term |
||
2020 |
||||||||
Redeemable convertible preferred stock |
— | i 82,643,496 | ||||||
Stock options |
i 26,533,868 | i 17,167,165 | ||||||
Restricted stock units |
i 474,700 | — | ||||||
Warrants |
i 42,686,195 | i 19,811,204 | ||||||
| i 69,694,763 | i 119,621,865 | |||||||
a) |
each share of Legacy Celularity Common Stock (including shares of Legacy Celularity Common Stock resulting from the conversion of shares of Celularity Preferred Stock described above) that was issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive a |
number of shares of Company Class A common stock, par value $0.0001 per share (“Company Class A Common Stock”) equal to the Exchange Ratio (as defined below) (the “Per Share Merger Consideration”); |
b) |
each share of Legacy Celularity Common Stock or Legacy Celularity Preferred Stock (together, “Legacy Celularity Capital Stock”) held in the treasury of Celularity was cancelled without any conversion thereof and no payment or distribution was made with respect thereto; |
| c) | each share of First Merger Sub common stock, par value $ i 0.01 per share, issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $ i 0.0001
per share, of the Surviving Corporation; |
d) |
each Legacy Celularity Warrant (as to which no notice of exercise had been delivered to Legacy Celularity prior to the Closing) that was outstanding immediately prior to the Effective Time (and which would have otherwise been exercisable in accordance with its terms immediately following the Effective Time), became, to the extent consistent with the terms of such Legacy Celularity Warrant, the right to purchase shares of Company Class A Common Stock (and not Celularity Capital Stock) (each, a “Converted Warrant”) on the same terms and conditions (including exercisability terms) as were applicable to such Legacy Celularity Warrant immediately prior to the Effective Time, except that (A) each Converted Warrant became exercisable for that number of shares of Company Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Legacy Celularity Common
Stock that would have been issuable upon the exercise of a Legacy Celularity Warrant for cash and assuming the conversion of the Series B Preferred Stock underlying such outstanding Legacy Celularity Warrant into Legacy Celularity Common Stock (the “Celularity Warrant Shares”) subject to the Legacy Celularity Warrant immediately prior to the Effective Time and (2) the Exchange Ratio (as defined below); and (B) the per share exercise price for each share of Company Class A Common Stock issuable upon exercise of the Converted Warrant is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the per share exercise price for each share of Series B Preferred Stock issuable upon exercise of such Celularity Warrant immediately prior to the Effective Time by (2) the Exchange Ratio (as defined below); and |
e) |
each option to purchase Legacy Celularity Common Stock, whether or not exercisable and whether or not vested, that was outstanding immediately prior to the Effective Time (each, a “Legacy Celularity Option”) was assumed by GX and converted into an option to purchase shares of Company Class A Common Stock (each, a “Converted Option”). |
Assets Divested |
||||
Inventory |
$ | i 1,901 | ||
Intangible assets, net |
i 13,296 | |||
Property, and equipment, net |
i 452 | |||
Goodwill |
i 3,764 | |||
Total assets divested |
$ | i 19,413 | ||
Fair Value Measurements as of December 31, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents — money market funds |
$ | i 36,700 | $ | — | $ | — | $ | i 36,700 | ||||||||
Convertible note receivable |
— | — | i 2,488 | i 2,488 | ||||||||||||
| $ | i 36,700 | $ | — | $ | i 2,488 | $ | i 39,188 | |||||||||
Liabilities: |
||||||||||||||||
Contingent consideration obligations |
$ | — | $ | — | $ | i 232,222 | $ | i 232,222 | ||||||||
Warrant liability — Sponsor Warrants |
— | — | i 13,600 | i 13,600 | ||||||||||||
Warrant liability — Public Warrants |
i 12,362 | — | — | i 12,362 | ||||||||||||
| $ | i 12,362 | $ | — | $ | i 245,822 | $ | i 258,184 | |||||||||
Fair Value Measurements as of December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Assets: |
||||||||||||||||
Cash equivalents — money market funds |
$ | i 45,000 | $ | — | $ | — | $ | i 45,000 | ||||||||
Convertible note receivable |
— | — | i 4,715 | i 4,715 | ||||||||||||
| $ | i 45,000 | $ | — | $ | i 4,715 | $ | i 49,715 | |||||||||
Liabilities: |
||||||||||||||||
Contingent consideration obligations |
— | — | i 273,367 | i 273,367 | ||||||||||||
Preferred stock warrants |
— | — | i 76,640 | i 76,640 | ||||||||||||
| $ | — | $ | — | $ | i 350,007 | $ | i 350,007 | |||||||||
Balance as of 2020 |
Net transfers in to (out of) Level 3 |
Purchases, settlements and other net |
Fair value adjustments |
Balance as of 2021 |
||||||||||||||||
Liabilities: |
||||||||||||||||||||
Contingent consideration obligations |
$ | i 273,367 | $ | — | $ | — | $ | ( i 41,145 | ) | $ | i 232,222 | |||||||||
Balance as of 2019 |
Net transfers in to (out of) Level 3 |
Purchases, settlements and other net |
Fair value adjustments |
Balance as of 2020 |
||||||||||||||||
Liabilities: |
||||||||||||||||||||
Contingent consideration obligations |
$ | i 328,933 | $ | — | $ | — | $ | ( i 55,566 | ) | $ | i 273,367 | |||||||||
Balance as of December 31, 2019 |
$ | — | ||
Fair value of warrants issued in connection with Series B preferred stock sale |
i 17,954 | |||
Issuance of warrant at fair value* |
i 11,988 | |||
Loss recognized in earnings from change in fair value |
i 46,698 | |||
Balance as of December 31, 2020 |
$ | i 76,640 | ||
Balance as of December 31, 2020 |
$ | i 76,640 | ||
Gain recognized in earnings from change in fair value |
( i 13,482 | ) | ||
Warrant liability assumed at Closing Date (Sponsor Warrants) |
i 34,764 | |||
Warrant liability assumed at Closing Date (Public Warrants) |
i 24,438 | |||
Reclassification of Legacy Celularity Warrants to equity |
( i 96,398 | ) | ||
Balance as of December 31, 2021 |
$ | i 25,962 | ||
* |
The warrants issued at fair value were immediately charged to expense see Note 12. |
Common share price |
$ | i 5.12 | $ | i 10.20 | ||||
Exercise price |
$ | i 11.50 | $ | i 11.50 | ||||
Dividend yield |
i 0 | % | i 0 | % | ||||
Term |
i 4.5 | i 5.0 | ||||||
Risk-free interest rate |
i 1.19 | % | i 0.79 | % | ||||
Volatility |
i 63.0 | % | i 50.0 | % | ||||
Fair value of common stock |
$ | i 9.66 - i 10.20 |
$ | i 4.17 - i 6.95 |
||||
Exercise price a |
$ | i 6.77 | $ | i 6.77 | ||||
Term |
i 3.67 | i 0.33 - i 1.33 |
||||||
Volatility |
i 54 | % | i 90 | % | ||||
Risk-free interest rate |
i 0.60 | % | i 0.09% - i 0.10 |
% | ||||
| (a) | The exercise price is the lower of $ i 6.77 per share or i 80%
of either i (i) the value attributed to one share of Legacy Celularity Series B Preferred Stock upon a consummation of a change of control or the closing of a strategic transaction or (ii) the price at which one share of Legacy Celularity common stock is sold to the public in an initial public offering. As amended on March 16, 2020, the warrants are exercisable on the first to occur of (a) March 16, 2025, (b) the consummation of Legacy Celularity’s initial public offering, (c) the consummation of a change of control and (d) the closing
of a strategic transaction pursuant to which Legacy Celularity’s stockholders exchange their existing shares of capital stock in Legacy Celularity for shares in a company whose shares are listed on a national stock exchange. |
Fair value of common stock |
$ | i 9.66 - i 10.20 |
$ | i 4.17 - i 6.95 |
||||
Exercise price b |
$ | i 7.53 | $ | i 7.53 | ||||
Term |
i 3.67 | i 0.33 - i 1.33 |
||||||
Volatility |
i 54 | % | i 90 | % | ||||
Risk-free interest rate |
i 0.60 | % | i 0.09% - i 0.10 |
% | ||||
| (b) | The warrants are exercisable at a price of $ i 7.53 per share on the first to occur of: (a) the 60-month anniversary of the date of issuance of the warrants, (b) the consummation of an agreement for a public exit event, and (c) the consummation of a change of control. |
Face value |
$ | i 4,000 | $ | i 4,000 | ||||
Coupon rate |
i 12% - i 17% |
i 12 | % | |||||
Stock price |
$ | i 0.17 | $ | i 0.19 | ||||
Term (years) |
.7 - i 3.19 |
i 0.6 | ||||||
Risk-free interest rate |
i 0.29 | % | i 0.09 | % | ||||
Volatility |
n/a | i 70 | % | |||||
5. |
Inventory |
2020 |
||||||||
Raw materials |
$ | i 2,359 | $ | i 376 | ||||
Work in progress |
i 5,902 | i 460 | ||||||
Finished goods |
i 4,057 | i 5,016 | ||||||
Inventory, gross |
i 12,318 | i 5,852 | ||||||
Less: inventory reserves |
( i 48 | ) | ( i 4 | ) | ||||
Inventory, net |
$ | i 12,270 | $ | i 5,848 | ||||
Balance Sheet Classification: |
||||||||
Inventory |
i 9,549 | i 3,850 | ||||||
Inventory, net of current portion |
i 2,721 | i 1,998 | ||||||
| $ | i 12,270 | $ | i 5,848 | |||||
6. |
Prepaid Expenses |
2021 |
2020 |
|||||||
Prepaid clinical expenses |
$ | i 3,269 | $ | i 5,151 | ||||
Prepaid insurance expense |
i 1,399 | i 206 | ||||||
Other |
i 2,408 | i 1,219 | ||||||
| $ | i 7,076 | $ | i 6,576 | |||||
7. |
Property and Equipment, Net |
2020 |
||||||||
Building(1) |
$ | i 12,513 | $ | i 12,513 | ||||
Leasehold improvement(2) |
i 71,468 | i 55,289 | ||||||
Laboratory and production equipment |
i 11,395 | i 5,884 | ||||||
Machinery, equipment and fixtures |
i 7,974 | i 3,704 | ||||||
Construction in progress |
i 2,054 | i 19,773 | ||||||
Property and equipment |
i 105,404 | i 97,163 | ||||||
Less: Accumulated depreciation(3) |
( i 14,779 | ) | ( i 7,086 | ) | ||||
Property and equipment, net |
$ | i 90,625 | $ | i 90,077 | ||||
| (1) | Includes $ i i 12,513 /
at December 31, 2021 and 2020 under financing lease resulting from a failed sale leaseback (see Note 11). |
| (2) | Includes $ i 55,273
at $ i 70,959 andDecember 31, 2021 and 2020, respectively, under financing lease resulting from a failed sale leaseback (see Note 11). |
| (3) | Includes $ i 2,624
at $ i 5,971 and December 31, 2021 and 2020, respectively, under financing lease resulting from a failed sale leaseback (see Note 11). |
8. |
Goodwill and Intangible Assets, Net |
Cell |
Degenerative Disease |
Biobanking |
Total |
|||||||||||||
Balance at December 31, 2019 |
$ | i 112,347 | $ | i 7,374 | $ | i 7,347 | $ | i 127,068 | ||||||||
Derecognition of goodwill related to sale of UltraMIST business |
— | ( i 3,764 | ) | — | ( i 3,764 | ) | ||||||||||
Impairment |
— | — | — | — | ||||||||||||
Balance at December 31, 2020 |
$ | i 112,347 | $ | i 3,610 | $ | i 7,347 | $ | i 123,304 | ||||||||
Impairment |
— |
— | — | i — | ||||||||||||
Balance at December 31, 2021 |
$ | i 112,347 | $ | i 3,610 | $ | i 7,347 | $ | i 123,304 | ||||||||
Estimated Useful Lives |
||||||||||||
Amortizable intangible assets: |
||||||||||||
Developed technology |
$ | i 16,810 | $ | i 16,810 | i i 11 / – i i 16 / |
|||||||
Customer relationships |
i 2,413 | i 2,413 | i i 10 / |
|||||||||
Trade names & trademarks |
i 570 | i 570 | i i 10 / – i i 13 / |
|||||||||
Reacquired rights |
i 4,200 | i 4,200 | i i 6 / |
|||||||||
| 23,993 | 23,993 | |||||||||||
Less: Accumulated amortization |
||||||||||||
Developed technology |
( i 5,376 | ) | ( i 4,203 | ) | ||||||||
Customer relationships |
( i 1,170 | ) | ( i 906 | ) | ||||||||
Trade names & trademarks |
( i 220 | ) | ( i 165 | ) | ||||||||
Reacquired rights |
( i 2,540 | ) | ( i 1,840 | ) | ||||||||
| ( i 9,306 | ) | ( i 7,114 | ) | |||||||||
Amortizable intangible assets, net |
i 14,687 | i 16,879 | ||||||||||
Non-amortized intangible assets |
||||||||||||
Acquired IPR&D product rights |
i 108,500 | i 108,500 | i i indefinite / | |||||||||
| $ i 123,187 | $ i 125,379 | |||||||||||
2022 |
$ | i 2,193 | ||
2023 |
i 2,193 | |||
2024 |
i 1,784 | |||
2025 |
i 1,493 | |||
2026 |
i 1,356 |
9. |
Accrued expenses and other current liabilities |
Accrued clinical trial expense |
$ | i 1,861 | $ | i 2,644 | ||||
Accrued professional fees |
i 1,653 | i 2,866 | ||||||
Accrued wages, bonuses, commissions and vacation |
i 3,824 | i 4,991 | ||||||
Accruals for construction in progress |
i — | i 171 | ||||||
Deferred rent |
i 2 | i 292 | ||||||
Other |
i 4,321 | i 2,487 | ||||||
| $ | i 11,661 | $ | i 13,451 | |||||
10. |
Short-term borrowings — related party |
11. |
Commitments and contingencies |
2022 |
$ | i 2,861 | ||
2023 |
i 2,895 | |||
2024 |
i 2,969 | |||
2025 |
i 3,042 | |||
2026 |
i 3,116 | |||
Thereafter |
i 73,531 | |||
Total |
$ | i 88,414 | ||
12. |
Equity |
| • | at any time while the Public Warrants are exercisable, |
| • | upon not less than i 30 days’ prior written notice of redemption to each Public Warrant holder, and |
| • | if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing. |
Number of shares |
Exercise price |
Expiration date |
||||||||||
Dragasac Warrant |
i 6,529,818 | $ | i 6.77 | * | i March 16, 2025 | |||||||
March 2020 Series B Warrants |
i 13,281,386 | $ | i 7.53 | i March 16, 2025 | ||||||||
Public Warrants |
i 14,374,992 | $ | i 11.50 | i July 16, 2026 | ||||||||
Sponsor Warrants |
i 8,499,999 | $ | i 11.50 | i July 16, 2026 | ||||||||
| i 42,686,195 | ||||||||||||
* |
i The exercise price is the lesser of $ i 6.77
per share or i 80% of either (i) the value attributed to one share of Legacy Celularity Series B Preferred Stock upon consummation of a change in control or the closing of a strategic transaction or (ii) the price at which one share of common stock is sold to the public market in an initial public offering. / |
13. |
Stock-Based Compensation |
• |
The expected term of employee stock options with service-based vesting is determined using the “simplified” method, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term. |
• |
The expected stock price volatility is based on historical volatilities of comparable public entities within the Company’s industry. |
• |
The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the respective expected term or contractual term. |
• |
The expected dividend yield is 0 % because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock. |
Year Ended December 31, |
||||||||
2020 |
||||||||
Risk-free interest rate |
i 0.8 | % | i 1.0 | % | ||||
Expected term (in years) |
i 4.65 | i 6.0 | ||||||
Expected volatility |
i 80.4 | % | i 67.8 | % | ||||
Expected dividend yield |
i — | % | i — | % | ||||
Options |
Weighted average exercise price |
Aggregate Intrinsic Value |
||||||||||||||
Balance at December 31, 2019 |
i 13,954,174 | $ | i 0.75 | i 7.6 | $ | i 40,572 | ||||||||||
Granted |
i 4,662,072 | i 3.70 | ||||||||||||||
Exercised |
( i 108,369 | ) | i 3.88 | |||||||||||||
Forfeited |
( i 1,340,712 | ) | i 2.17 | |||||||||||||
Outstanding at December 31, 2020 |
i 17,167,165 | $ | i 1.63 | i 7.3 | $ | i 100,633 | ||||||||||
Granted |
i 9,681,736 | i 8.57 | ||||||||||||||
Exercised |
( i 703,512 | ) | i 0.91 | |||||||||||||
Forfeited |
( i 2,080,803 | ) | i 4.04 | |||||||||||||
Outstanding at December 31, 2021 |
i 24,064,586 | $ | i 4.23 | i 7.4 | $ | i 56,525 | ||||||||||
Vested and expected to vest December 31, 2021 |
i 24,064,586 | $ | i 4.23 | i 7.4 | $ | i 56,525 | ||||||||||
Exercisable at December 31, 2021 |
i 17,840,068 | $ | i 3.51 | i 6.9 | $ | i 51,898 | ||||||||||
Number of shares |
Weighted average grant date fair value |
|||||||
Outstanding at December 31, 2020 |
i — | $ | i — | |||||
Granted |
i 488,600 | i 7.20 | ||||||
Forfeited |
( i 13,900 | ) | i 7.20 | |||||
Outstanding at December 31, 2021 |
i 474,700 | $ | i 7.20 | |||||
Year Ended December 31, |
||||||||
2020 |
||||||||
Cost of goods sold |
$ | i 72 | $ | i 70 | ||||
Research and development |
i 11,105 | i 1,384 | ||||||
Selling, general and administrative |
i 28,833 | i 2,917 | ||||||
| $ | i 40,010 | $ | i 4,371 | |||||
14. |
Revenue Recognition |
Year Ended December 31, |
||||||||
2020 |
||||||||
Product sales and rentals |
$ | i 3,801 | $ | i 6,854 | ||||
Services |
i 5,522 | i 5,556 | ||||||
License, royalty and other |
i 12,012 | i 1,868 | ||||||
Net revenues |
$ | i 21,335 | $ | i 14,278 | ||||
2021 |
2020 |
|||||||
Balance at January 1 |
$ | i 12,449 | $ | i 3,833 | ||||
Deferral of revenue* |
i 4,928 | i 14,532 | ||||||
Recognition of unearned revenue** |
( i 13,310 | ) | ( i 5,916 | ) | ||||
Balance at December 31 |
$ | i 4,067 | $ | i 12,449 | ||||
| * | 2020 includes $ i 9,505 received in advance of performing services under a license agreement (see Note 15). The remainder of the 2020 and all of the 2021 deferral of revenue resulted from payments received in advance of performance under the biobanking services storage contracts that
are recognized as revenue under the contract as performance is completed. |
| ** | During the third quarter of 2021, the Company terminated the license agreement with Sanuwave due to an uncured material breach (See Note 15). As a result, the Company recognized the remaining deferred revenue of $ i 6,754 that was to be recognized on a straight-line basis over the non-cancelable
term of the license agreement. |
| • | Supply of Biovance ® products; |
| • | Supply of Interfyl ® products; |
| • | Supply of Biovance 3L ® products; |
| • | Supply of MIST ® and UltraMIST® product; |
| • | Supply of MIST ® and UltraMIST® rental product. |
| • | Collection and processing services; and |
| • | Storage services. |
15. |
License and Distribution Agreements |
16. |
Benefit Plans |
17. |
Income Taxes |
Year Ended December 31, |
||||||||
2020 |
||||||||
Current income tax expense (benefit): |
||||||||
Federal |
$ |
— |
$ |
— |
||||
State |
i 17 | i 17 | ||||||
Total current income tax expense (benefit) |
i 17 | i 17 | ||||||
Deferred income tax expense (benefit): |
||||||||
Federal |
i 1 | ( i 2,366 | ) | |||||
State |
i 2 | ( i 2,351 | ) | |||||
Total deferred tax expense (benefit) |
i 3 |
( i 4,717 | ) | |||||
Total (benefit) from income taxes |
$ |
i 20 | $ | ( i 4,700 | ) | |||
Year Ended December 31, |
||||||||
2020 |
||||||||
Federal statutory income tax rate |
i 21.0 | % | i 21.0 | % | ||||
State income taxes, net of federal benefits |
i 9.8 | % | i 3.0 | % | ||||
Research and development tax credits |
i 1.5 | % | i 1.0 | % | ||||
Interest accretion expense |
i 8.6 | % | i 5.5 | % | ||||
Change in valuation allowance |
( i 46.1 | )% | ( i 21.6 | )% | ||||
Mark to market warrant |
i 2.8 | ( i 5.7 | )% | |||||
Other permanent items |
i 2.4 | % | ( i 1.0 | )% | ||||
Effective income tax rate |
( i 0.0 | ) % |
i 2.2 | % | ||||
Year Ended December 31, |
||||||||
2020 |
||||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | i 88,327 | $ | i 53,495 | ||||
Research and development tax credit carryforwards |
i 7,672 | i 5,673 | ||||||
Stock-based compensation expense |
i 11,748 | i 1,304 | ||||||
Startup costs |
i 697 | i 729 | ||||||
Intangible assets |
i 4,471 | i 4,544 | ||||||
Deferred revenue |
i 1,103 | i 3,226 | ||||||
Unicap |
i 6 | i 6 | ||||||
Imputed interest on contingent payments |
i 4,410 | i 2,340 | ||||||
Legal fee capitalization and amortization |
i 1,550 | i 1,587 | ||||||
Other |
i 1,535 | i 1,158 | ||||||
Total deferred tax assets |
i 121,519 | i 74,062 | ||||||
Deferred tax liabilities: |
||||||||
In-process research and development |
( i 29,232 | ) | ( i 27,930 | ) | ||||
Total deferred tax liabilities |
( i 29,232 | ) | ( i 27,930 | ) | ||||
Valuation allowance |
( i 92,297 | ) | ( i 46,139 | ) | ||||
Net deferred tax liabilities |
$ | ( i 10 | ) | $ | ( i 7 | ) | ||
Unrecognized Tax Benefits |
||||
Balance at December 31, 2019 |
$ | i 786 | ||
Increase related to prior year tax positions |
— | |||
Increase related to current year tax provisions |
i 242 | |||
Decrease for settlements |
— | |||
Reduction for lapse of applicable statute of limitations |
— | |||
Balance at December 31, 2020 |
$ | i 1,028 | ||
Increase related to prior year tax positions |
— | |||
Increase related to current year tax provisions |
i 242 |
|||
Decrease for settlements |
— | |||
Reduction for lapse of applicable statute of limitations |
— | |||
Balance at December 31, 2021 |
$ | i 1,270 | ||
18. |
Segment Information |
Year Ended December 31, 2021 |
||||||||||||||||||||
Cell Therapy |
BioBanking |
Degenerative Disease |
Other |
Total |
||||||||||||||||
Net revenues |
$ | — | $ | i 5,522 | $ | i 15,813 | $ | — | $ | i 21,335 | ||||||||||
Gross profit |
— | i 1,873 | i 9,809 | — | i 11,682 | |||||||||||||||
Direct expenses |
i 85,107 | i 2,119 | i 8,450 | i 64,017 | i 159,693 | |||||||||||||||
Segment contribution |
( i 85,107 | ) | ( i 246 | ) | i 1,359 | ( i 64,017 | ) | ( i 148,011 | ) | |||||||||||
Indirect expenses |
( i 38,953 | ) (a) |
$ | ( i 38,953 | ) | |||||||||||||||
Loss from operations |
( i 109,058 | ) | ||||||||||||||||||
(a) Components of other |
||||||||||||||||||||
Change in fair value of contingent consideration liability |
( i 41,145 | ) | ||||||||||||||||||
Amortization |
i 2,192 | |||||||||||||||||||
Total other |
$ | ( i 38,953 | ) | |||||||||||||||||
Year Ended December 31, 2020 |
||||||||||||||||||||
Cell Therapy |
BioBanking |
Degenerative Disease |
Other |
Total |
||||||||||||||||
Net revenues |
$ | — | $ | i 5,556 | $ | i 8,722 | $ | — | $ | i 14,278 | ||||||||||
Gross profit |
— | i 3,262 | i 6,084 | — | i 9,346 | |||||||||||||||
Direct expenses |
i 51,470 | i 1,653 | i 10,348 | i 20,573 | i 84,043 | |||||||||||||||
Segment contribution |
( i 51,470 | ) | i 1,609 | ( i 4,264 | ) | ( i 20,573 | ) | ( i 74,697 | ) | |||||||||||
Indirect expenses |
i 77,228 | (a) |
$ | i 77,228 | ||||||||||||||||
Loss from operations |
( i 151,925 | ) | ||||||||||||||||||
(a) Components of other |
||||||||||||||||||||
Change in fair value of contingent consideration liability |
( i 55,566 | ) | ||||||||||||||||||
Impairment of acquired intangible assets |
i 129,400 | |||||||||||||||||||
Amortization |
i 3,394 | |||||||||||||||||||
Total other |
$ | i 77,228 | ||||||||||||||||||
19. |
Related Party Transactions |
20. |
Subsequent Events |
Item 13. |
Other Expenses of Issuance and Distribution. |
Amount |
||||
| SEC registration fee |
$ | 5,734.87 | ||
| Accountants’ fees and expenses |
55,000 | |||
| Legal fees and expenses |
375,000 | |||
| Miscellaneous fees and expenses |
4,265.13 | |||
| Total expenses |
440,000 | |||
| |
|
|||
Item 14. |
Indemnification of Directors and Officers. |
Item 15. |
Recent Sales of Unregistered Securities. |
| (1) | In May 2019, we issued an aggregate of 7,000,000 private placement warrants to GX Sponsor LLC at a price of $1.00 per private placement warrant, generating gross proceeds of $7,000,000. |
| (2) | In July 2021, concurrently with the closing of the Business Combination, the PIPE Investors purchased from us an aggregate of 8,340,000 shares of our Class A common stock at a price of $10.00 per share, for an aggregate purchase price equal to $83.4 million. |
| (3) | In July 2021, concurrently with the closing of the Business Combination, we issued 2,000,000 shares of Class A common stock for an aggregate purchase price of $20 million to Palantir Technologies at a purchase price of $10.00 per share. |
| (4) | In July 2021, in connection with the consummation of the Business Combination, we issued 400,000 shares of Class A common stock to Credit Suisse as partial payment of their fees for transaction services provided in connection with the Business Combination. |
| (5) | In July 2021, in connection with the consummation of the Business Combination, we issued 576,943 shares of Class A common stock to Ardea as partial payment of their fees for financial advisory services provided in connection with the Business Combination. |
| (6) | In November 2021, in connection with a settlement of a dispute with CTH Biosourcing LLC, or CTH, we issued 743,771 shares of Class A common stock to CariCord participating shareholders. |
| (7) | In March 2022, we amended and restated certain warrants held by Starr International Investments Ltd. and its affiliates to (i) reduce the exercise price per share from $7.53 per share to $3.50 per share, subject to adjustment as set forth in the amended and restated warrants, (ii) remove the transfer restrictions set forth in the warrants, and (iii) make other changes reflecting the impact of the Business Combination. Immediately following the amendment and restatement of the warrants, such holders exercised these amended and restated warrants in full, for cash, for approximately $46.5 million, and we issued the holders an aggregate 13,281,386 shares of our Class A common stock. |
| (8) | In May 2022, we issued (i) 4,054,055 shares of our Class A common stock, and (ii) accompanying warrants to purchase up to 4,054,055 shares of our Class A common stock, for $7.40 per share and accompanying warrant, or an aggregate purchase price of approximately $30.0 million to an institutional accredited investor in a private placement. |
Item 16. |
Exhibits and Financial Statement Schedules. |
| * |
| + | Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. |
| ¥ | Certain portions of this exhibit are omitted because they are not material and are the type that the registrant treats as private or confidential. |
Item 17. |
Undertakings. |
| (a) | The undersigned registrant hereby undertakes as follows: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “ Calculation of Registration Fee |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior
to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (5) | That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or our securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the undersigned pursuant to the foregoing provisions, or otherwise, the undersigned has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the undersigned of expenses incurred or paid by a director, officer or controlling person of the undersigned in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the undersigned will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. |
CELULARITY INC. | ||
| By: | /s/ | |
| Chief Executive Officer | ||
| Signature |
Title |
Date | ||
| Chief Executive Officer and Chair of the Board (Principal Executive Officer) |
May 24, 2022 | |||
| /s/ David C. Beers |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
May 24, 2022 | ||
| /s/ Jay R. Bloom |
Director | May 24, 2022 | ||
| /s/ Peter Diamandis |
Director | May 24, 2022 | ||
| /s/ Dean C. Kehler |
Director | May 24, 2022 | ||
| /s/ Lim Kok Thay |
Director | May 24, 2022 | ||
| Signature |
Title |
Date | ||
| /s/ Marc Mazur |
Director | May 24, 2022 | ||
| /s/ John Sculley |
Director | May 24, 2022 | ||
| Director |
May 24, 2022 | |||
| Director | May 24, 2022 | |||
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 7/15/31 | ||||
| 1/1/31 | ||||
| 6/2/27 | ||||
| 5/20/27 | ||||
| 12/31/26 | ||||
| 7/16/26 | ||||
| 1/1/26 | ||||
| 3/16/25 | ||||
| 12/15/23 | ||||
| 1/1/23 | ||||
| 12/31/22 | ||||
| 12/15/22 | ||||
| 10/31/22 | ||||
| 7/1/22 | ||||
| 6/30/22 | ||||
| 6/8/22 | ||||
| Filed as of: | 5/25/22 | |||
| Filed on: | 5/24/22 | |||
| 5/23/22 | ||||
| 5/20/22 | 424B3, 8-K | |||
| 5/18/22 | 8-K | |||
| 5/16/22 | 10-Q, 424B3, 8-K | |||
| 4/1/22 | POS AM | |||
| 3/31/22 | 10-K, 10-Q, 8-K | |||
| 3/24/22 | ||||
| 3/14/22 | ||||
| 3/1/22 | 4, 424B3, 8-K | |||
| 1/31/22 | ||||
| 1/1/22 | ||||
| 12/31/21 | 10-K | |||
| 12/15/21 | ||||
| 9/30/21 | 10-Q | |||
| 9/15/21 | 3, 4, 8-K | |||
| 9/9/21 | 4, 8-K | |||
| 9/1/21 | ||||
| 8/15/21 | ||||
| 8/12/21 | 424B3, EFFECT | |||
| 8/6/21 | S-1 | |||
| 8/1/21 | ||||
| 7/31/21 | ||||
| 7/21/21 | ||||
| 7/20/21 | 4, 4/A | |||
| 7/19/21 | 25-NSE | |||
| 7/17/21 | ||||
| 7/16/21 | 25-NSE, 3, 3/A, 4, 4/A, 8-K, 8-K/A | |||
| 7/14/21 | 8-K | |||
| 7/12/21 | ||||
| 7/9/21 | ||||
| 6/30/21 | 10-Q, NT 10-Q | |||
| 6/9/21 | ||||
| 6/8/21 | ||||
| 5/31/21 | ||||
| 5/7/21 | ||||
| 5/5/21 | 425, 8-K | |||
| 4/29/21 | ||||
| 4/11/21 | ||||
| 3/31/21 | 10-Q, NT 10-Q, SC 13G | |||
| 3/29/21 | CORRESP, PRE 14A, S-4/A | |||
| 3/24/21 | ||||
| 3/19/21 | ||||
| 3/4/21 | 10-K | |||
| 3/2/21 | ||||
| 2/26/21 | ||||
| 2/18/21 | ||||
| 2/15/21 | ||||
| 2/8/21 | ||||
| 2/4/21 | ||||
| 1/31/21 | ||||
| 1/26/21 | ||||
| 1/8/21 | 425, 8-K | |||
| 1/1/21 | ||||
| 12/31/20 | 10-K, 10-K/A | |||
| 12/2/20 | 8-K | |||
| 11/30/20 | ||||
| 11/13/20 | ||||
| 10/22/20 | ||||
| 10/15/20 | ||||
| 9/30/20 | 10-Q | |||
| 9/24/20 | ||||
| 9/18/20 | ||||
| 8/26/20 | ||||
| 8/14/20 | ||||
| 8/6/20 | ||||
| 6/30/20 | 10-Q | |||
| 5/1/20 | ||||
| 4/27/20 | ||||
| 4/3/20 | ||||
| 3/31/20 | 10-Q | |||
| 3/16/20 | ||||
| 3/10/20 | ||||
| 3/1/20 | ||||
| 1/9/20 | ||||
| 1/1/20 | ||||
| 12/31/19 | 10-K | |||
| 11/4/19 | ||||
| 11/1/19 | ||||
| 9/10/19 | ||||
| 5/31/19 | SC 13G | |||
| 5/29/19 | ||||
| 5/23/19 | 8-K | |||
| 5/1/19 | ||||
| 3/13/19 | ||||
| 2/15/19 | ||||
| 2/1/19 | ||||
| 1/1/19 | ||||
| 12/14/18 | ||||
| 12/3/18 | ||||
| 10/29/18 | ||||
| 10/5/18 | ||||
| 8/24/18 | ||||
| 6/14/18 | ||||
| 5/30/18 | ||||
| 5/7/18 | ||||
| 5/4/18 | ||||
| 10/25/17 | ||||
| 10/13/17 | ||||
| 9/1/17 | ||||
| 8/20/17 | ||||
| 8/15/17 | ||||
| 6/30/17 | ||||
| 6/2/17 | ||||
| 5/31/17 | ||||
| 8/29/16 | ||||
| 4/1/13 | ||||
| 3/16/13 | ||||
| 9/16/11 | ||||
| 1/1/10 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/11/22 Celularity Inc. POS AM 3:355K Donnelley … Solutions/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/20/22 Celularity Inc. 8-K:1,3,8,9 5/18/22 16:774K Donnelley … Solutions/FA 3/31/22 Celularity Inc. 10-K 12/31/21 108:25M ActiveDisclosure/FA 3/01/22 Celularity Inc. 8-K:1,3,9 3/01/22 12:244K Donnelley … Solutions/FA 11/12/21 Celularity Inc. 10-Q 9/30/21 97:15M ActiveDisclosure/FA 10/04/21 Celularity Inc. S-8 10/04/21 7:449K MDM Corp Elec Fi… Inc/FA 9/15/21 Celularity Inc. 8-K:5,9 9/09/21 12:377K EdgarAgents LLC/FA 7/22/21 Celularity Inc. 8-K:1,2,3,4 7/16/21 12:1.1M EdgarAgents LLC/FA 6/22/21 Celularity Inc. S-4/A 4:34M EdgarAgents LLC/FA 4/23/21 Celularity Inc. S-4/A 3:27M EdgarAgents LLC/FA 3/29/21 Celularity Inc. S-4/A 13:27M EdgarAgents LLC/FA 1/25/21 Celularity Inc. S-4 25:28M EdgarAgents LLC/FA 1/08/21 Celularity Inc. 8-K:1,3,7,9 1/08/21 8:20M EdgarAgents LLC/FA 5/24/19 Celularity Inc. 8-K:1,3,5,8 5/20/19 11:911K EdgarAgents LLC/FA |