Celularity Restructures Debt with Intellectual Property Sale to Celeniv

Celularity has sold certain intellectual property to Celeniv for $33.8m, retiring all senior secured debt of $41.6m. The deal includes a license back of the IP to Celularity with a five-year repurchase option. This restructuring has eliminated debt and improved financial flexibility, leading to the creation of four wholly-owned subsidiaries. The company targets age-related and degenerative diseases using biomaterial products and cell therapies derived from the postpartum placenta.

Celularity Inc. (CELU) has successfully completed a significant balance sheet restructuring, retiring all $41.6 million in senior secured debt. The company sold certain intellectual property to Celeniv Pte. Ltd. for $33.8 million, which was used to pay off the debt. The transaction also included a license back of the IP to Celularity with a five-year repurchase option [1][2][3].

The restructuring has significantly improved Celularity's financial flexibility. The company has eliminated all senior secured debt, which would have matured in February 2026, removing near-term refinancing pressure. Additionally, the deal has released the company from the lenders' general security interest in all assets while preserving operational control of critical intellectual property through exclusive licensing rights [3].

Celularity has also completed an internal reorganization, creating six wholly-owned subsidiaries for its commercial units. These include biomaterials, longevity cell therapy, biobanking, contract manufacturing, discovery & development, and asset holding. The creation of these subsidiaries aligns with modern corporate finance principles for more transparent business unit accountability and operational efficiency [3].

The deal has also provided Celularity with an exclusive five-year right to repurchase the assets from Celeniv, giving the company additional optionality going forward. This restructuring delivers three crucial benefits: eliminating all senior secured debt, releasing the company from lenders' general security interest, and preserving operational control of critical intellectual property [3].

Celularity Inc. is a regenerative and cellular medicine company focused on developing, manufacturing, and commercializing advanced biomaterial products and cell therapies derived from the postpartum placenta. The company targets age-related and degenerative diseases by leveraging the unique biology of the placenta to address cellular senescence, chronic inflammation, and tissue degeneration [1][3].

References:
[1] https://www.tipranks.com/news/company-announcements/celularity-sells-ip-to-celeniv-reduces-debt
[2] https://www.marketscreener.com/news/celeniv-pte-ltd-entered-into-an-asset-purchase-agreement-to-acquire-intellectual-property-assets-o-ce7c51dcdf8bf025
[3] https://www.stocktitan.net/news/CELU/celularity-completes-major-balance-sheet-restructuring-retires-all-klw7s5j6curf.html