Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Securities Purchase Agreement

On September 23, 2026, Celularity Inc. (the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchasers party thereto (collectively, the "Purchasers"), pursuant to which the Company may issue and sell up to an aggregate principal amount of $25.0 million of senior secured convertible promissory notes (the "Notes"), together with warrants (the "Warrants") to purchase shares of the Company's Class A Common Stock ("Common Stock"), in two tranches.

On September 24, 2026, the Company completed the initial closing under the Purchase Agreement (the "Initial Closing"), pursuant to which the Company issued Notes having an aggregate principal amount of approximately $11.01 million for aggregate gross cash proceeds of approximately $11.01 million, before fees and expenses, together with Warrants initially exercisable for an aggregate of approximately 4,037,000 shares of Common Stock.

The first tranche ("Tranche 1") provides for the issuance of up to $15.0 million aggregate principal amount of Notes. Notes issued in the Initial Closing are convertible into Common Stock at an initial conversion price of $1.50 per share, and were issued together with Warrants having an initial exercise price of $1.50 per share and representing eleven Warrant Shares for every twenty shares of Common Stock initially issuable upon conversion of the principal amount of the applicable Note. Accordingly, the $11.01 million aggregate principal amount of Notes issued at the Initial Closing is initially convertible into approximately 7,340,000 shares of Common Stock, excluding shares issuable in respect of accrued interest or as a result of adjustments under the Notes.

The Purchase Agreement permits the Company to complete additional closings under Tranche 1 for the remaining amount available thereunder, subject to the terms and conditions of the Purchase Agreement. Notes and Warrants issued during the initial additional closing period will generally have an initial conversion price and exercise price, respectively, of $1.50 per share. Notes and Warrants issued during the additional five-Business-Day period provided for in the Purchase Agreement will have an initial conversion price and exercise price, respectively, of $1.60 per share.

The second tranche ("Tranche 2") provides for the potential issuance of an additional $10.0 million aggregate principal amount of Notes, together with Warrants, at the election of the applicable Purchasers through September 30, 2027. Notes issued in Tranche 2 will have an initial conversion price of $2.00 per share, and Warrants issued in connection therewith will have an initial exercise price of $2.00 per share and will initially cover one share of Common Stock for each share of Common Stock issuable upon conversion of the principal amount of the applicable Note.

Terms of the Notes and Warrants

The Notes bear interest at a rate of 10% per annum, which compounds annually, and mature 24 months following their respective original issue dates. Accrued and unpaid interest is payable at maturity, and no cash payment of interest is required prior to maturity. Upon the occurrence and during the continuance of an event of default, the Notes bear interest at a rate of 15% per annum.