Amendment No. 1 to Common Stock Purchase Warrant between Celularity Inc. and Armistice Capital Master Fund Ltd.

Summary

Celularity Inc. and Armistice Capital Master Fund Ltd. have agreed to amend the terms of previously issued warrants to purchase Celularity's Class A common stock. The amendment changes the exercise price of the warrants to $0.75 per share and extends their expiration date to October 10, 2028. All other terms of the original warrants remain unchanged. This amendment is effective upon the closing of a related Securities Purchase Agreement dated April 4, 2023.

EX-10.4 6 d494893dex104.htm EX-10.4 EX-10.4

Exhibit 10.4

AMENDMENT NO. 1 TO WARRANTS

This Amendment No. 1 to the Common Stock Purchase Warrant (this “Amendment”) dated this 4th day of April, 2023, by and among Celularity Inc., a Delaware corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”).

WHEREAS, the Holder is the holder of outstanding warrants to purchase up to 4,054,055 shares of the Company’s Class A common stock, issued to the Holder by the Company on May 20, 2022 (the “Warrants”); and

WHEREAS, the Company and the Holder desire to amend the Warrants as more particularly set forth below;

THEREFORE, the parties do hereby agree as follows:

1. Effective upon the closing of the Securities Purchase Agreement, dated April 4, 2023, between the Company and the Holder, the Exercise Price of the Warrants is hereby amended to be $0.75 per share, subject to further adjustment as set forth in the Warrants and the term of the warrants shall be extended such that they shall expire on October 10, 2028.

2. Except as modified herein, the terms of the Warrants shall remain in full force and effect.

3. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile or email shall constitute an original.

[Signature Page Follows]


IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.

 

CELULARITY INC.
By:  

/s/ Robert Hariri, M.D., Ph.D.

Name: Robert Hariri, M.D., Ph.D.
Title: CEO
ARMISTICE CAPITAL MASTER FUND LTD.
By:  

/s/ Steven Boyd

Name: Steven Boyd
Title: CIO of Armistice Capital, LLC, the Investment Manager