Form 8-K - Current report

 

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 27, 2024

 

 

 

Celularity Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		001-38914		83-1702591
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

170 Park Ave
Florham Park, New Jersey		07932
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		CELU		The Nasdaq Stock Market LLC
Warrants, each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share		CELUW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 27, 2024, the board of directors, or the Board, of Celularity Inc., or Celularity, appointed Richard J. Berman, as a Class II director to fill the vacancy left by the resignation of Robin L. Smith, M.D. as reported by Celularity on December 29, 2023, to serve until his successor is elected and qualified, or, if earlier, until his death, disability, resignation, disqualification or removal. The Board appointed Mr. Berman to the Audit Committee effective immediately, having determined that Mr. Berman qualifies as “independent” in accordance with Nasdaq’s listing requirements, including those requirements specifically applicable to audit committee members. Mr. Berman was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person or party nor is Mr. Berman a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Mr. Berman will receive compensation as a non-employee director in accordance with Celularity’s non-employee director compensation practices as described in Celularity’s definitive proxy statement for the 2023 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on May 1, 2023. In this regard, Mr. Berman was granted an option to purchase shares of Celularity’s Class A common stock having a value of $300,000 on the grant date, or 118,111 shares, under Celularity’s 2021 Equity Incentive Plan, or the 2021 Plan. The shares underlying the option will vest in three successive equal annual installments measured from the date of grant, subject to Mr. Berman’s continuous service (as defined in the 2021 Plan) through the applicable vesting dates. The option has an exercise price of $3.01 per share (the closing sales price of Celularity’s Class A common stock on August 27, 2024 as reported on the Nasdaq Capital Market) and a term of 10 years, subject to earlier termination following Mr. Berman’s cessation of continuous service.

 

In connection with Mr. Berman’s appointment to the Board, Celularity entered into its standard indemnification agreement with Mr. Berman, which requires Celularity, under the circumstances and to the extent provided for therein, to indemnify Mr. Berman to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by him in certain circumstances.

 

Item 7.01 Regulation FD Disclosures.

 

On August 28, 2024, Celularity issued a press release announcing Mr. Berman’s appointment to the Board. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

 

Item 8.01 Other Events.

 

In connection with the vacancy created by the departure of Marc Mazur as reported by Celularity on August 5, 2024, and in accordance with Celularity’s Second Amended and Restated Certificate of Incorporation, the Board resolved to reduce the number of directors from seven directors to six directors and reduce the number of directors in Class III (with a term expiring in 2024) from two directors to one director.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits:

 

99.1		Press Release dated August 28, 2024
104		Cover Page Interactive Data File (Embedded within the Inline XBRL Document).

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			CELULARITY INC.
Date:	August 28, 2024	By:	/s/ Robert J. Hariri
			Robert J. Hariri, M.D., Ph.D. Chairman and CEO

 

 

 

Exhibit 99.1

 

Celularity Appoints Richard J. Berman to its Board of Directors

 

Seasoned Public Company Director and Finance Veteran Brings Extensive Track Record of Success in Facilitating the Growth of Shareholder Value

 

FLORHAM PARK, N.J., Aug. 28, 2024 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (the “Company”), a regenerative and cellular medicine company developing placental-derived allogeneic cell therapies and advanced biomaterial products, announced today the appointment of Richard J. Berman, to its Board of Directors. Mr. Berman is an experienced public company director whose career spans over 40 years of venture capital, senior management, and merger and acquisitions experience. He has served as a director and/or officer of over a dozen public and private companies in the last five years, six of which have reached over one billion dollars in market value. Previously, Mr. Berman worked at Goldman Sachs and was Senior Vice President of Bankers Trust Company where he started the M&A Leveraged Buyout Departments. He also has advised on over $4 billion merger and acquisition transactions, completing over 300 deals.

 

“I am pleased to welcome Richard Berman to the Celularity Board of Directors, to which he brings a unique depth of experience and leadership guiding public companies and helping them build and execute growth plans,” said Robert J. Hariri, M.D., Ph.D., founder, Chairman and Chief Executive Officer of Celularity. Mr. Berman commented on his new role, “I am pleased to join Celularity at this key moment and look forward to working with Dr. Hariri and his team as it executes the Company’s focused and disciplined growth plan.”

 

About Celularity 

 

Celularity Inc. (NASDAQ: CELU) is an innovative regenerative and cellular medicine company. It is developing and commercializing advanced biomaterial products and allogeneic, cryopreserved, placental-derived cell therapies, all derived from the postpartum placenta. What sets Celularity apart is its therapeutic programs that target aging-related diseases, including degenerative diseases, cancer, and immune disorders, using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified natural killer (NK) cells. Celularity’s unique approach, harnessing the placenta’s biology and ready availability, is paving the way for therapeutic solutions that address significant unmet unique biology and ready availability, it can develop therapeutic solutions that address needs for effective, accessible, and affordable therapies.

 

Celularity Media/Investor Contact:

 

Carlos Ramirez, SVP Investor Relations

[e-mail]

 

 

 

Cover	Aug. 27, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 27, 2024
Entity File Number	001-38914
Entity Registrant Name	Celularity Inc.
Entity Central Index Key	0001752828
Entity Tax Identification Number	83-1702591
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	170 Park Ave
Entity Address, City or Town	Florham Park
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07932
City Area Code	(908)
Local Phone Number	768-2170
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	CELU
Security Exchange Name	NASDAQ
Warrants, each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	CELUW
Security Exchange Name	NASDAQ

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