Celularity Eliminates Senior Debt, Restructures, and Licenses Back IP Assets

Celularity has retired all principal and accrued interest owed to its two senior secured lenders and entered into an Asset Purchase Agreement with Celeniv to monetize its intellectual property assets and eliminate senior secured debt. The company has also completed an internal restructuring and realignment, creating four wholly owned operating subsidiaries for its commercial businesses.

Celularity Inc. (NASDAQ: CELU), a regenerative and cellular medicine company, has successfully completed a significant balance sheet restructuring, eliminating all $41.6 million in senior secured debt. This restructuring includes the retirement of $32.0 million in principal and $9.6 million in accrued interest owed to its two senior secured lenders [1].

The company achieved this through an Asset Purchase Agreement with Celeniv Pte. Ltd. (Celeniv), a Singapore company formed by Resorts World Inc. Pte. Ltd. (RWI) and Genting Group's executive chairman, Tan Sri Dato Lim Kok Thay. Under the agreement, Celularity sold its intellectual property assets to Celeniv for $33.8 million and immediately licensed them back with exclusive rights for an initial term of five years, renewable for additional five-year terms [1].

This transaction, which functions as a sale-leaseback arrangement for intangible assets, has several benefits. It eliminates all senior secured debt that would have matured in February 2026, removing near-term refinancing pressure. It also releases the company from the lenders' general security interest in all assets and preserves operational control of critical intellectual property through exclusive licensing rights [1].

In addition to the external restructuring, Celularity has completed an internal reorganization. The company has established four wholly-owned operating subsidiaries for its commercial businesses: advanced biomaterials, longevity cell therapy, biobanking, and contract manufacturing and development services [1].

This restructuring marks a significant financial engineering achievement that fundamentally transforms Celularity's capital structure. By replacing secured debt with licensing obligations based on monetized IP, the company has effectively transformed its liability structure while maintaining operational continuity. This move could potentially open access to traditional financing sources previously unavailable due to the encumbered balance sheet [1].

Celularity's Chairman and CEO, Robert J. Hariri, M.D., Ph.D., stated, "Under the Celeniv agreements announced today, we 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 our cell therapy, advanced biomaterials, and biobanking businesses. An exclusive five-year right to repurchase those assets from Celeniv gives us additional optionality going forward. We believe this agreement results in a major improvement of Celularity’s balance sheet with the removal of all the Company’s senior secured debt, which was due for repayment in February 2026, as well as the senior secured lenders’ general security interest in all Company assets. We accomplished this while preserving our exclusive use of intellectual property that is operationally aligned with our programs and commercial activities and expect to gain greater financial flexibility and potential access to lower cost traditional financing sources. We are deeply grateful to both RWI and Mr. Lim for their continued support of Celularity’s mission as we embark on this new chapter."

The restructuring aligns with modern corporate finance principles, creating clearer operational boundaries and better visibility into the company's commercial units. This move is expected to optimize efficiency and financial performance across the company's commercial units [1].

References:
[1] https://www.stocktitan.net/news/CELU/celularity-completes-major-balance-sheet-restructuring-retires-all-klw7s5j6curf.html