FLORHAM PARK, N.J. — August 18, 2025 — Leads & Copy — Celularity Inc. (Nasdaq: CELU) has announced the completion of a major balance sheet restructuring, retiring all $32.0 million of the company’s senior secured debt, plus $9.6 million in associated unpaid interest.
The regenerative and cellular medicine company focused on addressing age-related and degenerative diseases, entered into an Asset Purchase Agreement and a License Agreement with Celeniv Pte. Ltd. (“Celeniv”), a Singapore company formed by Resorts World Inc. Pte. Ltd., or RWI, one of Celularity’s two senior secured lenders, and Tan Sri Dato Lim Kok Thay (“Mr. Lim”), executive chairman/non-independent executive director of Genting Group and former Celularity director.
Under the Asset Purchase Agreement, Celularity sold its intellectual property assets to Celeniv, which under the License Agreement licensed those assets to Celularity on an exclusive basis for an initial term of five years renewable for additional five-year terms. Celularity is required to make quarterly license payments to Celeniv under the License Agreement based on the value of the assets sold under the Asset Purchase Agreement. Celularity also has an exclusive five-year option under the Asset Purchase Agreement to repurchase the assets from Celeniv.
Celularity received consideration under the Asset Purchase Agreement in the amount of $33,812,230, which it used to retire the $27,000,000 senior secured loan outstanding from RWI and the $6,812,230 Promissory Note outstanding from Mr. Lim (which Mr. Lim previously assigned to Celeniv). Previously, Celularity used part of the proceeds it received under the Promissory Note to retire the senior secured loan outstanding from C.V. Starr and Co., Inc., or Starr. Celularity was advised in the transactions by Faithstone Capital Partners.
Celularity also completed an internal restructuring including establishing operating subsidiaries for each of its functional business units, as follows:
- Celularity Biomaterials LLC, its advanced biomaterial products commercial unit.
- Celularity Longevity LLC, its cellular therapeutics products commercial unit.
- Celularity Advanced Manufacturing LLC, its contract development and manufacturing, or CDMO, commercial unit.
- Celularity Biorepository LLC, its neonatal (Lifebank) and adult cell and tissue banking commercial unit.
- Celularity Discovery & Development, LLC, its internal discovery and development unit.
- Celularity Asset Holding LLC, its internal services unit.
Robert J. Hariri, M.D., Ph.D., Celularity’s Chairman and CEO, said the company successfully monetized Celularity’s intellectual property assets to retire the company’s senior secured debt in its entirety while retaining exclusive use of the assets for its cell therapy, advanced biomaterials, and biobanking businesses.
Carlos Ramirez, Senior Vice President, Celularity Inc., Carlos.ramirez@celularity.com
Source: Celularity Inc.
