Celularity Inc.

Entry into a Material Definitive Agreement. On December 19, 2025 (the “Effective Date”), Celularity Inc. (the “Company”) entered into a series of agreements rel

. Item 3.02. Unregistered Sales of Equity Securities. The information set forth in Item 1.01 above regarding the issuance of the Senior Note Warrant, the Conver

. The issuance of the Senior Note Warrant, the Convertible Note Warrant, and the Convertible Note together with the shares of Class A common stock issuable upon

. Other Events. On December 22, 2025, the Company issued a press release announcing the closing of the Financings. A copy of the press release is furnished as E

. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Senior Note Warrant 4.2 Form of Convertible Note Warrant 10.1+ Form of Sen