Mga Batayang Estadistika
| CIK | 1752828 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Celularity Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| September 3, 2025 |
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): September 2, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38914 Celularit |
|
| August 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38914 Celularity |
|
| August 18, 2025 |
Exhibit 10.2 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) is the type of information that the company treats as private or confidential. LICENSE AGREEMENT This License Agreement (this “Agreement”) is made effective as of August 13, 2025 (the “Effective Date”), by and between Celeniv Pte. Ltd., a Singapore company (“Licenso |
|
| August 18, 2025 |
Exhibit 99.1 Celularity Completes Major Balance Sheet Restructuring, Retires All $41.6 Million in Senior Secured Debt ● Retired all principal and accrued interest owed its two senior secured lenders, Resorts World Inc. Pte. Ltd., or RWI, and C.V. Starr and Co., Inc., eliminating all senior secured debt from its balance sheet. ● Entered into an Asset Purchase Agreement with Celeniv Pte. Ltd., or Ce |
|
| August 18, 2025 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this “Agreement”) is made effective as of August 13, 2025 (the “Effective Date”) by and between Celularity Inc., a Delaware corporation (“Seller”), and Celeniv Pte. Ltd., a Singapore company (“Buyer”). Seller and Buyer are each hereafter referred to individually as a “Party” and together as the “Parties”. WHEREAS, Seller desires |
|
| August 18, 2025 |
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 13, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| August 12, 2025 |
SERIES SEED PREFERRED STOCK PURCHASE AGREEMENT Exhibit 10.1 SERIES SEED PREFERRED STOCK PURCHASE AGREEMENT THIS SERIES SEED PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of is made as of July , 2025 (the “Effective Date”), by and among Defeye, Inc., a Delaware corporation (the “Company”) and the investors listed on Exhibit A attached to this Agreement (each a “Purchaser” and together the “Purchasers”). The parties hereby ag |
|
| August 12, 2025 |
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 5, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Num |
|
| August 1, 2025 |
Warrant to Purchase CLASS A COMMON Stock of Celularity Inc. Exhibit 10.2 NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR P |
|
| August 1, 2025 |
Exhibit 10.1 Florham Park, NJ Original Issue Date: July 21, 2025 Original Principal Amount: $6,812,230.00 PROMISSORY NOTE FOR VALUE RECEIVED, the undersigned CELULARITY INC., a Delaware corporation, a corporation formed under the laws of the state of Delaware (“Maker”), or any successor in interest, promises to pay, to Lim Kok Thay (“Payee”), or its designated assignee, the aggregate principal sum |
|
| August 1, 2025 |
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): July 21, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| July 30, 2025 |
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): July 14, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| July 30, 2025 |
Warrant to Purchase CLASS A COMMON Stock of Celularity Inc. Exhibit 10.2 NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR P |
|
| July 30, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July , 2025, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in thi |
|
| July 29, 2025 |
AMENDED AND RESTATED WARRANT TO PURCHASE CLASS A COMMON STOCK OF CELULARITY INC. Exhibit 10.2 EXECUTION COPY THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPIN |
|
| July 29, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporatio |
|
| July 29, 2025 |
AMENDED AND RESTATED WARRANT TO PURCHASE CLASS A COMMON STOCK OF CELULARITY INC. Exhibit 10.6 EXECUTION VERSION NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE S |
|
| July 29, 2025 |
WARRANT TO PURCHASE CLASS A COMMON STOCK OF CELULARITY INC. Exhibit 10.3 EXECUTION COPY THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPIN |
|
| July 29, 2025 |
Warrant to Purchase CLASS A COMMON Stock of Celularity Inc. Exhibit 10.7 EXECUTION VERSION NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE S |
|
| July 29, 2025 |
TRANCHE 2 AMENDED AND RESTATED CLASS A COMMON STOCK PURCHASE WARRANT Celularity Inc. Exhibit 10.5 EXECUTION VERSION NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE S |
|
| July 29, 2025 |
AMENDED AND RESTATED Warrant to Purchase CLASS A COMMON Stock of Celularity Inc. Exhibit 10.4 EXECUTION VERSION THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN O |
|
| July 29, 2025 |
AMENDED AND RESTATED WARRANT TO PURCHASE CLASS A COMMON STOCK OF CELULARITY INC. Exhibit 10.1 EXECUTION COPY THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPIN |
|
| July 22, 2025 |
Exhibit 10.2 CELULARITY INC. June , 2025 Holder of Common Stock Purchase Warrants Re: Amendment to Common Stock Purchase Warrants Dear Holder: In connection with the purchase of shares of Class A common stock of Celularity Inc. (the “Company”) for an aggregate purchase price of $, the Company hereby agrees to amend warrants to purchase shares of Class A common stock currently held by the Holder (t |
|
| July 22, 2025 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June , 2025, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condition |
|
| July 22, 2025 |
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): June 23, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| June 10, 2025 |
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): June 10, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| June 10, 2025 |
Exhibit 99.1 Celularity Announces Chief Financial Officer Transition Celularity retains financial and business advisor to provide outsourced accounting and consulting services during the transition period FLORHAM PARK, N.J., June 10, 2025 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a regenerative and cellular medicine company, today announced that it terminat |
|
| June 6, 2025 |
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): June 5, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| May 21, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 10-K/A (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001- |
|
| May 20, 2025 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities 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): May 20, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| May 16, 2025 |
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): May 14, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| May 9, 2025 |
CELULARITY INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) Exhibit 99.1 Celularity Announces Full Year 2024 Operating and Financial Results ● Net revenues for the year ending December 31, 2024, totaled $54.2 million, an increase of $31.4 million, or 138.1%, compared to the previous year. FLORHAM PARK, N.J., [DATE], May 9, 2025 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a regenerative and cellular medicine company, t |
|
| May 9, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 9, 2025 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 |
|
| May 8, 2025 |
Exhibit 19.1 1. Purpose During the course of your relationship with Celularity Inc. (including its subsidiaries and affiliates, collectively the “Company”), you may receive material information that is not yet public (“Material Nonpublic Information”) about the Company or about other publicly traded companies with which the Company has business relationships. Material Nonpublic Information may giv |
|
| May 8, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38914 Celularity Inc. |
|
| May 1, 2025 |
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): April 30, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Num |
|
| April 23, 2025 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): April 16, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Num |
|
| March 31, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 Commission File Number: 001-38914 NOTIFICATION OF LATE FILING ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR |
|
| March 21, 2025 |
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): March 17, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Num |
|
| March 21, 2025 |
Letter Agreement to Yorkville Transaction Documents dated March 17, 2025 Exhibit 10.1 March 17, 2024 Via Email at [email protected] Celularity Inc. Attn: David C. Beers 170 Park Avenue Florham Park, New Jersey 07932 Re: Extension to Maturity Date Dear Mr. Beers: This letter agreement (“Agreement”) is entered into as the date first written above between YA II PN, Ltd. (the “Lender”) and Celularity, Inc. (the “Company”). Reference is made to (i) that certain Sta |
|
| March 10, 2025 |
CELULARITY INC. 170 Park Avenue Florham Park, New Jersey 07932 CELULARITY INC. 170 Park Avenue Florham Park, New Jersey 07932 March 10, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Tamika Sheppard Re: Celularity Inc. Withdrawal of Registration Statement on Form S-1 Filed February 13, 2025 File No. 333-284611 Ladies and Gentlemen: Pursuant to Rule 477 under the Securities Act of 1933, as a |
|
| February 24, 2025 |
Other Events, Financial Statements and Exhibits 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): February 24, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| February 24, 2025 |
Exhibit 99.1 Celularity Enters Strategic Collaboration Agreement with Clinical Stage Cell Therapy Company Leverages Celularity World-class Manufacturing Capabilities FLORHAM PARK, N.J., February 24, 2025 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a cellular and regenerative medicine company, today announced that it has entered into a Master Services Collabor |
|
| February 18, 2025 |
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): February 12, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| February 13, 2025 |
FWP 1 formfwp.htm |
|
| February 13, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) CELULARITY INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1)(3) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Class A Comm |
|
| February 13, 2025 |
Form of Representative’s Warrant Exhibit 4.3 Form of Representative’s Warrant Agreement THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGH |
|
| February 13, 2025 |
As filed with the Securities and Exchange Commission on February 12, 2025 As filed with the Securities and Exchange Commission on February 12, 2025 Registration Statement No. |
|
| February 13, 2025 |
Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT CELULARITY INC. Warrant Shares: Issue Date: , 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Issue Date and until this W |
|
| February 13, 2025 |
Exhibit 10.69 BINDING TERM SHEET This summary of terms (the “Binding Term Sheet”) summarizes the principal terms of the proposed extension of the maturities of the term loans to Celularity Inc. (“Loans”). This Term Sheet is binding but shall be superseded by the fully executed transaction documents (“Revised Loan Agreement”) once signed by the parties. Summary of Terms Borrower/Issuer: Celularity |
|
| February 13, 2025 |
CELULARITY INC. 170 Park Avenue Florham Park, New Jersey 07932 CELULARITY INC. 170 Park Avenue Florham Park, New Jersey 07932 February 13, 2025 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Tamika Sheppard Re: Celularity Inc. Registration Statement on Form S-1 Filed February 13, 2025 File No. 333-284611 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Se |
|
| February 13, 2025 |
February 13, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
|
| February 13, 2025 |
Form of Underwriting Agreement Exhibit 1.1 UNDERWRITING AGREEMENT between CELULARITY INC. and THINKEQUITY LLC as Representative of the Several Underwriters CELULARITY INC. UNDERWRITING AGREEMENT New York, New York [●], 2025 ThinkEquity LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 17 State Street, 41st Fl. New York, NY 10004 Ladies and Gentlemen: The undersigned, Celularity Inc., a corpor |
|
| February 13, 2025 |
Exhibit 10.68 BINDING TERM SHEET This summary of terms (the “Binding Term Sheet”) summarizes the principal terms of the proposed extension of the maturities of the term loans to Celularity Inc. (“Loans”). This Term Sheet is binding but shall be superseded by the fully executed transaction documents (“Revised Loan Agreement”) once signed by the parties. Summary of Terms Borrower/Issuer: Celularity |
|
| January 30, 2025 |
As filed with the Securities and Exchange Commission on January 30, 2025 As filed with the Securities and Exchange Commission on January 30, 2025 Registration Statement No. |
|
| January 30, 2025 |
Exhibit 107 Calculation of Filing Fee Tables FORM S-1 (Form Type) CELULARITY INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price(1)(3) Fee Rate Amount of Registration Fee Fees to Be Paid Equity Class A Comm |
|
| January 28, 2025 |
SECOND AMENDED AND RESTATED WARRANT TO PURCHASE CLASS A COMMON STOCK OF CELULARITY INC. EX-99.20 2 ef20042289ex99-20.htm EXHIBIT 99.20 Exhibit 99.20 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, |
|
| January 28, 2025 |
AMENDED AND RESTATED WARRANT TO PURCHASE CLASS A COMMON STOCK OF CELULARITY INC. EX-99.21 3 ef20042289ex99-21.htm EXHIBIT 99.21 Exhibit 99.21 NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGI |
|
| January 27, 2025 |
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): January 24, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File N |
|
| January 24, 2025 |
Termination of a Material Definitive Agreement 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): January 23, 2025 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File N |
|
| January 3, 2025 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
|
| January 3, 2025 |
Form of Registration Rights Agreement Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 27, 2024, between Celularity Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agr |
|
| January 3, 2025 |
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): December 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 |
|
| January 3, 2025 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 27, 2024, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth |
|
| December 20, 2024 |
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): December 19, 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 |
|
| December 6, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38914 Celul |
|
| December 2, 2024 |
Exhibit 10.4 Warrant No. [ ] NEITHER THE WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES. THE WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THE WARRANT ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCE |
|
| December 2, 2024 |
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): November 25, 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 |
|
| December 2, 2024 |
Exhibit 10.2 APPENDIX B UNSECURED BRIDGE NOTE NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCE |
|
| December 2, 2024 |
Exhibit 10.3 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL CO |
|
| December 2, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 25, 2024, and is by and between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor” or “Holder”) and collectively, the “Investors”). WHEREAS, the Investors wish to |
|
| November 29, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): November 21, 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 |
|
| November 19, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
|
| November 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-38914 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR ☐ For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
|
| November 8, 2024 |
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): November 8, 2024 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction (Commission (IRS Employer of incorpo |
|
| November 7, 2024 |
Celularity Raises Full Year 2024 Guidance as Expected Net Sales Through October Reach $44.4 Million Exhibit 99.1 Celularity Raises Full Year 2024 Guidance as Expected Net Sales Through October Reach $44.4 Million ● Celularity Raises Full Year 2024 Expected Net Sales Guidance to $54 Million to $60 Million, Compared to Previous Guidance of $50 Million to $56 Million ● October Expected Net Sales of $8.3 Million to $8.9 Million Marks the Highest Single-Month Figure in its History ● Celularity Filed |
|
| November 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38914 Celularity |
|
| November 7, 2024 |
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): November 7, 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 N |
|
| October 25, 2024 |
Celularity Provides Corporate Update Exhibit 99.1 Celularity Provides Corporate Update FLORHAM PARK, N.J., October 22, 2024 — Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company, has issued a Corporate Update to Shareholders from Robert J. Hariri, M.D., Ph.D., Founder, Chairman, and CEO. Dear Shareholders, I am pleased to share recent developments at Celularity, including an update on our comme |
|
| October 25, 2024 |
Results of Operations and Financial Condition, Financial Statements and Exhibits 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): October 22, 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 N |
|
| October 21, 2024 |
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): October 18, 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 N |
|
| October 16, 2024 |
Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits 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): October 9, 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 Nu |
|
| October 16, 2024 |
EX-10.22 2 celu-ex1022.htm EX-10.22 Exhibit 10.22 August 16, 2024 Vladimir Mihai Iacob Str. Sperantei Nr. 3-5 Baia Mare, Romania Marius Selescu Str. Sperantei Nr. 3-5 Baia Mare, Romania Robert J. Hariri, MD, PhD 170 Park Avenue Florham Park, NJ 07932 Re: Amendment to Loan Agreement Dated August 21, 2023 (the “Loan Agreement”) This letter serves as an amendment to the Loan Agreement entered into be |
|
| October 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38914 Celularit |
|
| October 16, 2024 |
Exhibit 99.1 Celularity Expands Advanced Biomaterial Product Commercial Portfolio with Acquisition of Rebound™ Product from Sequence LifeScience, Inc. FLORHAM PARK, N.J., October 16, 2024 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company, today announced that it had added to its commercial portfolio of placental-derived advanced biomater |
|
| September 13, 2024 |
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): July 24, 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 Numb |
|
| August 28, 2024 |
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 alloge |
|
| August 28, 2024 |
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 Nu |
|
| August 23, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 22, 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 Nu |
|
| August 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-38914 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR ☐ For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
|
| August 5, 2024 |
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): July 31, 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 Numb |
|
| August 5, 2024 |
EXHIBIT 16.1 August 5, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Celularity Inc.’s Form 8-K dated August 5, 2024, and have the following comments: 1. We agree with the statements made in paragraphs 1, 2 and 3. 2. We have no basis on which to agree or disagree with the statements made in paragraphs 4 and 5. Since |
|
| July 30, 2024 |
Exhibit 10.32 THIS SECOND AMENDMENT TO LEASE (“Amendment”) is made and entered into as of 9/14/2023 (the “Amendment Effective Date”) by and between LIPT 170 PARK AVENUE, LLC (“Landlord”), a Delaware limited liability company, and CELULARITY INC., a Delaware corporation (“Tenant”). RECITALS A. Tenant and LSREF4 Turtle LLC (as “Original Landlord”) entered into that certain Lease Agreement dated Marc |
|
| July 30, 2024 |
Exhibit 97.1 Compensation Recovery Policy 1. Purpose Celularity Inc. (collectively with its affiliates and subsidiaries, the “Company”) has adopted this Compensation Recovery Policy (“Policy”) to set forth the circumstances and procedures under which the Company is to recover Erroneously Awarded Compensation from Covered Persons in accordance with rules issued by the United States Securities and E |
|
| July 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38914 Celularity Inc. |
|
| May 24, 2024 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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): May 21, 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 Numbe |
|
| May 21, 2024 |
Celularity Inc. May 21, 2024 Investor and R&D Day Presentation Exhibit 99.1 |
|
| May 21, 2024 |
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): May 21, 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 Numbe |
|
| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 12b-25 Commission File Number: 001-38914 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form N-SAR ☐ For the Transition Period Ended: Read Instruction (on back page) Before Preparing Form. |
|
| April 22, 2024 |
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): April 17, 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 Num |
|
| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 001-38914 CUSIP NUMBER: 151190204 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ T |
|
| March 15, 2024 |
Exhibit 10.1 STANDBY EQUITY PURCHASE AGREEMENT THIS STANDBY EQUITY PURCHASE AGREEMENT (this “Agreement”) dated as of March 13, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CELULARITY INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individuall |
|
| March 15, 2024 |
Exhibit 10.6 NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR P |
|
| March 15, 2024 |
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): March 13, 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 Num |
|
| March 15, 2024 |
Exhibit 10.5 March 13, 2024 Via Email Howard I. Smith C.V. Starr & Co., Inc. 399 Park Avenue, 17th Floor New York, NY 10022 [email protected] Re: Consent to Yorkville Arrangements Ladies and Gentlemen: Reference is made to (a) that certain Loan Agreement dated as of March 17, 2023 (the “Starr Loan Agreement”), between Celularity Inc. (“Celularity”) and C.V. Starr & Co., Inc. (“Starr” |
|
| March 15, 2024 |
Exhibit 10.4 March 13, 2024 Via Email Lim Chee Heong / Hiu Woon Yau Resorts World Inc Pte Ltd 3, Lim Teck Kim Road, #09-02 Genting Centre, Singapore (088934) [email protected] / [email protected] Re: Consent to Yorkville Arrangements Ladies and Gentlemen: Reference is made to (a) that certain Second Amended and Restated Loan Agreement (the “RWI Loan Agreement”) dated as of January 12, 2024, |
|
| March 15, 2024 |
CELU / Celularity Inc. / Dragasac Ltd - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Celularity Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 151190204 (CUSIP Number) c/o Tan Kong Han Dragasac Limited 25th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur, Wilayah Persekutuan, Malays |
|
| March 15, 2024 |
Exhibit 10.2 NEITHER THIS NOTE NOR THE SECURITIES INTO WHICH THIS NOTE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSU |
|
| March 15, 2024 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) dated as of March 13, 2024 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the “Investor”), and CELULARITY INC., a company incorporated under the laws of the State of Delaware (the “Company”). The Investor and the Company may be referred to herein individually as a “ |
|
| February 26, 2024 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CELULARITY INC. Celularity Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Second Amended and Restated Cer |
|
| February 26, 2024 |
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): February 22, 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 |
|
| February 22, 2024 |
Exhibit 10.1 Second Amendment to the January 7, 2021 Amended and Restated Employment Agreement between Celularity Inc. and Robert J. Hariri, MD PhD This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and Robert J. Hariri, MD, PhD (“Executive”) (collectively the “Parties”). WHEREAS, on January 7, 2021, the Parties entered into an Amended and Restate |
|
| February 22, 2024 |
Exhibit 10.2 Amendment to the April 1, 2022 Amended and Restated Employment Agreement between Celularity Inc. and David Beers This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and David Beers (“Executive”) (collectively the “Parties”). WHEREAS, on April 1, 2022, the Parties entered into an Amended and Restated Employment Agreement (the “Employmen |
|
| February 22, 2024 |
Exhibit 10.6 Amendment to the July 13, 2022 Employment Agreement between Celularity Inc. and K. Harold Fletcher This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and K. Harold Fletcher (“Executive”) (collectively the “Parties”). WHEREAS, on July 13, 2022, the Parties entered into an Employment Agreement (the “Employment Agreement”); WHEREAS, the |
|
| February 22, 2024 |
Exhibit 10.3 Amendment to the April 1, 2022 Amended and Restated Employment Agreement between Celularity Inc. and Stephen Brigido This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and Stephen A. Brigido, DPM (“Executive”) (collectively the “Parties”). WHEREAS, on April 1, 2022, the Parties entered into an Amended and Restated Employment Agreement |
|
| February 22, 2024 |
Exhibit 10.5 Amendment to the September 29, 2022 Employment Agreement between Celularity Inc. and Adrian Kilcoyne This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and Adrian Kilcoyne, MD (“Executive”) (collectively the “Parties”). WHEREAS, on September 29, 2022, the Parties entered into an Employment Agreement (the “Employment Agreement”); WHERE |
|
| February 22, 2024 |
Exhibit 10.4 Amendment to the April 1, 2022 Amended and Restated Employment Agreement between Celularity Inc. and John Haines This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and John R. Haines (“Executive”) (collectively the “Parties”). WHEREAS, on April 1, 2022, the Parties entered into an Amended and Restated Employment Agreement (the “Employ |
|
| February 22, 2024 |
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): February 16, 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 |
|
| February 12, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): February 12, 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 |
|
| February 12, 2024 |
EXHIBIT 99.1 Description of Business Celularity Inc. (“Celularity”) is a cellular and regenerative medicine company developing cryopreservable “off-the-shelf” placental-derived allogeneic cellular therapies and advanced biomaterial products based on pioneering technology around the use of the post-partum placenta as an ethical and abundant biological raw material. Over 20 years ago, fundamental di |
|
| February 8, 2024 |
CELU / Celularity Inc. / UNITED THERAPEUTICS Corp - SC 13G/A Passive Investment SC 13G/A 1 tm245374d1sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 Under the Securities Exchange Act of 1934 (Amendment No. 2 ) Celularity Inc. (Name of Issuer) Common Stock, $0.0001 par v |
|
| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
|
| January 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
|
| January 17, 2024 |
CELU / Celularity Inc. / Dragasac Ltd - SC 13D/A Activist Investment SC 13D/A 1 ef20018942sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Celularity Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 151190105 (CUSIP Number) c/o Tan Kong Han Dragasac Limited 25th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 |
|
| January 17, 2024 |
Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2024, between Celularity Inc. |
|
| January 17, 2024 |
EXECUTION VERSION SECOND AMENDED AND RESTATED LOAN agreement This Second Amended and Restated Loan Agreement, dated as of January 12, 2024 (this “Agreement”), is by and among Celularity Inc. |
|
| January 17, 2024 |
PIPE Warrant issued to Dragasac Limited, dated as of January 16, 2024 EXECUTION VERSION NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
|
| January 17, 2024 |
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): January 12, 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 N |
|
| January 17, 2024 |
EXECUTION VERSION THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL COUNSEL FOR THE HOLDER OF THESE SECURITIES SATISFACTORY TO THE COMPANY STATING THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION, OR (C) THE COMPANY OTHERWISE SATISFIES ITSELF THAT SUCH TRANSACTION IS EXEMPT FROM REGISTRATION. |
|
| January 17, 2024 |
EXECUTION VERSION INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is made and entered into as of January 12, 2024, between Celularity Inc. |
|
| January 17, 2024 |
Execuition Version CELULARITY INC. SUPPORT AGREEMENT THIS SUPPORT AGREEMENT (this “Agreement”), dated as of January 16, 2024 is made by and among Celularity Inc., a Delaware corporation (“Celularity”), Resorts World Inc Pte Ltd, a company incorporated in Singapore (“RWI”), and the undersigned holders (each a “Stockholder”) of shares of capital stock (the “Shares”) of Celularity. WHEREAS, Celularit |
|
| January 17, 2024 |
EX-99.8 2 ef20018942ex99-8.htm EXHIBIT 99.8 Exhibit 99.8 JOINT FILING AGREEMENT The persons below hereby agree that the Schedule 13D to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13D, shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(k)(1)(iii) under the Securities Exchange A |
|
| January 17, 2024 |
EXECUTION VERSION NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
|
| January 17, 2024 |
EXECUTION VERSION NEITHER THE ISSUANCE OF THIS SECURITY NOR THE ISSUANCE OF THE SECURITIES INTO WHICH IT IS EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH IT IS EXERCISABLE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. |
|
| January 17, 2024 |
EXECUTION VERSION INVESTOR RIGHTS AGREEMENT This Investor Rights Agreement (this “Agreement”) is made and entered into as of January 12, 2024, between Celularity Inc. |
|
| January 9, 2024 |
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): January 3, 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 Nu |
|
| January 9, 2024 |
Exhibit 99.1 Celularity Announces Net Sales and Total Revenue Expectations for Fourth Quarter 2023 and Full Year 2023 Celularity expects net sales of its biomaterial products and biobanking businesses to be in the range of $11.4 million to $12.1 million for the fourth quarter 2023 and $22.06 million to $22.76 million for the full year 2023 reflecting triple-digit increases compared to the fourth q |
|
| January 3, 2024 |
Exhibit 10.7 SECOND AMENDMENT TO LEASE This Second Amendment to Lease ("Amendment") is made and entered into as of September 14, 2023 (the "Amendment Effective Date") by and between LIPT 170 Park Avenue, LLC ("Landlord"), a Delaware limited liability company, and CELULARITY INC., a Delaware corporation ("Tenant"). RECITALS A. Tenant and LSREF4 Turtle LLC (as “Original Landlord”) entered into that |
|
| January 3, 2024 |
Exhibit 10.6 September 18, 2023 Celularity Inc. Attn: David C. Beers 170 Park Avenue Florham Park, New Jersey 07932 Re: Supplemental Letter Agreement to Pre-Paid Advance PPA (the “PPA”) dated as of September 15, 2022 between Celularity Inc. (the “Company”) and YA II PN, Ltd. (“YA II”) Dear Mr. Beers: I am writing on behalf of YA II, which is managed by Yorkville Advisors Global, LP. Reference is m |
|
| January 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38914 Cel |
|
| December 29, 2023 |
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): December 24, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| November 24, 2023 |
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): November 21, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| November 14, 2023 |
SEC FILE NUMBER: 001-38914 CUSIP NUMBER: 151190105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| October 5, 2023 |
CELU / Celularity Inc - Class A / Sorrento Therapeutics, Inc. - SC 13G/A Passive Investment SC 13G/A 1 tm2327884d2sc13ga.htm SC 13G/A Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to § 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 1)* CELULARITY INC. (Name of Issuer) Class A Common Stock, $0.0001 par valu |
|
| September 19, 2023 |
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): September 14, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| September 7, 2023 |
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 31, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| September 7, 2023 |
Exhibit 99.1 Celularity Appoints Geoffrey Shiu Fei Ling, M.D., Ph.D. to its Board of Directors Pharmaceutical and Academic Veteran Brings Significant Innovative Technology and Development Expertise Launching New Cellular Therapies FLORHAM PARK, N.J., September 7, 2023 (GLOBE NEWSWIRE) - Celularity Inc. (Nasdaq: CELU) (Celularity), a biotechnology company developing placental-derived off-the-shelf |
|
| August 29, 2023 |
CELULARITY ANNOUNCES MULTI-YEAR RESEARCH COLLABORATION SERVICES AGREEMENT WITH REGENERON Exhibit 99.1 PRESS RELEASE Celularity Investor Contact: Carlos Ramirez, Senior Vice President Celularity Inc. [email protected] Celularity Media Contact: Factory PR [email protected] CELULARITY ANNOUNCES MULTI-YEAR RESEARCH COLLABORATION SERVICES AGREEMENT WITH REGENERON • Celularity to provide research support for Regeneron's targeted, allogeneic, chimeric antigen receptor (CAR |
|
| August 29, 2023 |
Financial Statements and Exhibits, Other Events 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 29, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| August 25, 2023 |
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 21, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| August 25, 2023 |
Exhibit 10.1 Certain identified information has been excluded from this exhibit because it is both (i) not material and (ii) is the type of information that the registrant treats as private or confidential. Triple asterisks denote omissions. LOAN AGREEMENT This Loan Agreement, dated as of August 21, 2023 (“Agreement”), is among Celularity Inc., a Delaware corporation (the “Borrower”), and the lend |
|
| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38914 Celulari |
|
| August 14, 2023 |
Exhibit 10.11 EXECUTION VERSION THE SECURJTIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURJTIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURJTIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURJTIES, (B) THE COMPANY RECEIVES AN |
|
| August 4, 2023 |
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): July 31, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| July 28, 2023 |
EX-10.2 Exhibit 10.2 COMMON STOCK PURCHASE WARRANT CELULARITY INC. Warrant Shares: Initial Exercise Date: January [] 2024 Issue Date: July [], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a |
|
| July 28, 2023 |
Celularity Inc. Announces $3 Million Registered Direct Offering EX-99.1 Exhibit 99.1 Celularity Inc. Announces $3 Million Registered Direct Offering FLORHAM PARK, N.J., July 27, 2023 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity”), a biotechnology company developing placental-derived allogeneic cell therapies and biomaterial products, today announced that it has entered into a definitive agreement with a single, healthcare-focused institutiona |
|
| July 28, 2023 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 27, 2023, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
|
| July 28, 2023 |
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): July 27, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| July 28, 2023 |
Exhibit 10.4 AMENDMENT TO WARRANTS This Amendment to the Common Stock Purchase Warrant (this “Amendment”) dated this 27th day of July, 2023, by and between Celularity Inc., a Delaware corporation (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”). WHEREAS, the Holder is the holder of outstanding (i) warrants to purchase up to 4,054,055 shares of the Company’s Class A common stoc |
|
| July 28, 2023 |
EX-10.3 Exhibit 10.3 July 27, 2023 Celularity Inc. 170 Park Ave Florham Park, NJ 07932 Attn: Robert Hariri, M.D., Ph.D. Dear Dr. Hariri: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Celularity Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Comp |
|
| July 28, 2023 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266786 PROSPECTUS SUPPLEMENT (To prospectus dated August 18, 2022) 8,571,429 Shares of Class A Common Stock Warrants to Purchase 8,571,429 Shares of Class A Common Stock 8,571,429 Shares of Class A Common Stock underlying such Warrants We are offering 8,571,429 shares of our Class A common stock, par value $0.0001 per sh |
|
| June 22, 2023 |
CELU / Celularity Inc - Class A / Dragasac Ltd - SC 13D/A Activist Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celularity Inc. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 151190105 (CUSIP Number) c/o Tan Kong Han Dragasac Limited 25th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur, Wilayah Persekutuan, Malays |
|
| June 21, 2023 |
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): June 20, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| June 21, 2023 |
Exhibit 10.2 THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPINION OF LEGAL CO |
|
| June 21, 2023 |
Exhibit 10.1 AMENDED AND RESTATED LOAN agreement This Amended and Restated Loan Agreement, dated as of June 20, 2023 (this “Agreement”), is between Celularity Inc., a Delaware corporation (the “Borrower”), and Resorts World Inc Pte Ltd, a company incorporated in Singapore (the “Lender” and, together with the Borrower, the “Parties” and each, a “Party”). agreement: Pursuant to that certain Loan Agr |
|
| June 16, 2023 |
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): June 14, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| June 16, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CELULARITY INC. Celularity Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows: 1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Second Amended and Restated Cer |
|
| June 2, 2023 |
424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-272198 PROSPECTUS Up to 32,086,487 Shares of Class A Common Stock Including up to 15,195,786 shares issuable upon exercise of warrants This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus of an aggregate of up to 32,086,487 shares of our Class A common st |
|
| May 31, 2023 |
CELULARITY INC. 170 Park Ave Florham Park, New Jersey 07932 CORRESP CELULARITY INC. 170 Park Ave Florham Park, New Jersey 07932 VIA EDGAR May 31, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Jimmy McNamara Re: Celularity Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-272198 Dear Mr. McNamara, Pursuant to Rule 461 under the Securities A |
|
| May 31, 2023 |
THE NEXT EVOLUTION IN CELLULAR MEDICINE Investor Presentation June 2023 THE NEXT EVOLUTION IN CELLULAR MEDICINE Investor Presentation June 2023 All statements in this presentation other than statements of historical facts regarding Celularity Inc. |
|
| May 31, 2023 |
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): May 31, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| May 25, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celularity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly R |
|
| May 25, 2023 |
As filed with the U.S. Securities and Exchange Commission on May 25, 2023. S-3 Table of Contents As filed with the U.S. Securities and Exchange Commission on May 25, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELULARITY INC. (Exact name of registrant as specified in its charter) Delaware 83-1702591 (State or other jurisdiction of incorporation or orga |
|
| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38914 Celularit |
|
| May 19, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2023, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set forth in th |
|
| May 19, 2023 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
|
| May 19, 2023 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 18, 2023, between Celularity Inc., a Delaware corporation (the “Company”), and each of the several Holders signatory hereto. This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date thereof, between the Company and each Purchaser part |
|
| May 19, 2023 |
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): May 16, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| May 16, 2023 |
Exhibit 10.1 LOAN agreement This Loan Agreement, dated as of May 16, 2023 (this “Agreement”), is between Celularity Inc., a Delaware corporation (the “Borrower”), and Resorts World Inc Pte Ltd, a company incorporated in Singapore (the “Lender” and, together with the Borrower, the “Parties” and each, a “Party”). agreement: In consideration of the foregoing and the mutual agreements contained in thi |
|
| May 16, 2023 |
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): May 16, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numbe |
|
| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER: 001-38914 CUSIP NUMBER: 151190105 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
|
| May 1, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e |
|
| April 27, 2023 |
Exhibit 99.1 PRESS RELEASE Celularity Contact: Paul Graves, Chief Communications Officer Celularity Inc. [email protected] CELULARITY ANNOUNCES CLINICAL DATA ON HUMAN PLACENTAL-DERIVED UNMODIFIED ALLOGENEIC NATURAL KILLER CELL THERAPY CANDIDATE CYNK-001 IN ADULT PATIENTS WITH RELAPSED REFRACTORY AND MEASURABLE RESIDUAL DISEASE-POSITIVE ACUTE MYELOID LEUKEMIA • In patients with relapsed re |
|
| April 27, 2023 |
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): April 27, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Num |
|
| April 21, 2023 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
|
| April 7, 2023 |
EX-10.2 Exhibit 10.2 COMMON STOCK PURCHASE WARRANT CELULARITY INC. Warrant Shares: Initial Exercise Date: October [] 2023 Issue Date: April [], 2023 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or |
|
| April 7, 2023 |
Celularity Inc. Announces $6 Million Registered Direct Offering EX-99.1 Exhibit 99.1 Celularity Inc. Announces $6 Million Registered Direct Offering FLORHAM PARK, N.J., April 5, 2023 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity”), a biotechnology company developing placental-derived allogeneic cell therapies and biomaterial products, today announced that it has entered into a definitive agreement with a single, healthcare-focused institutiona |
|
| April 7, 2023 |
EX-10.3 Exhibit 10.3 April 4, 2023 Celularity Inc. 170 Park Ave Florham Park, NJ 07932 Attn: Robert Hariri, M.D., Ph.D. Dear Dr. Hariri: This letter (the “Agreement”) constitutes the agreement between A.G.P./Alliance Global Partners (the “Placement Agent”) and Celularity Inc., a Delaware corporation (the “Company”), that the Placement Agent shall serve as the exclusive placement agent for the Comp |
|
| April 7, 2023 |
EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 4, 2023, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set f |
|
| April 7, 2023 |
424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266786 PROSPECTUS SUPPLEMENT (To prospectus dated August 18, 2022) 9,230,770 Shares of Class A Common Stock Warrants to Purchase 9,230,770 Shares of Class A Common Stock 9,230,770 Shares of Class A Common Stock underlying such Warrants We are offering 9,230,770 shares of our Class A common stock, par value $0.0001 per sh |
|
| April 7, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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): April 4, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Numb |
|
| April 7, 2023 |
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 |
|
| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38914 Celularity Inc. |
|
| March 31, 2023 |
Exhibit 99.1 GRANTED EFiled: Mar 29 2023 03:20PM EDT Transaction ID 69685439 Case No. 2023-0317-LWW IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE CELULARITY INC. C.A. No. 2023-0317-LWW [PROPOSED] FINAL ORDER AND JUDGMENT WHEREAS, this Court having reviewed the Verified Petition for Relief Pursuant to 8 Del. C. § 205 (the “Petition”) filed by petitioner Celularity Inc., the Court having c |
|
| March 31, 2023 |
Exhibit 10.14 Amendment to the January 7, 2021 Amended and Restated Employment Agreement between Celularity Inc. and Robert J. Hariri, MD PhD This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and Robert J. Hariri, MD, PhD (“Executive”) (collectively the “Parties”). WHEREAS, on January 7, 2021, the Parties entered into an Amended and Restated Empl |
|
| March 23, 2023 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
|
| March 23, 2023 |
Exhibit 10.4 EXECUTION COPY LOAN agreement This Loan Agreement, dated as of March 17, 2023 (this “Agreement”), is among Celularity Inc., a Delaware corporation (the “Borrower”), and C.V. Starr & Co. Inc. (the “Lender” and, together with the Borrower, the “Parties” and each, a “Party”). agreement: In consideration of the foregoing and the mutual agreements contained in this Agreement, the receipt a |
|
| March 23, 2023 |
Exhibit 10.5 EXECUTION COPY THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS (A) THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, AND APPLICABLE STATE SECURITIES LAWS, COVERING ANY SUCH TRANSACTION INVOLVING SAID SECURITIES, (B) THE COMPANY RECEIVES AN OPIN |
|
| March 23, 2023 |
Exhibit 10.1 Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2023, between Celularity Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature page hereto (including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and condit |
|
| March 23, 2023 |
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): March 17, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Num |
|
| March 23, 2023 |
Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of [•], 2023, between Celularity Inc., a Delaware corporation (the “Company”), and each of the several Holders signatory hereto. This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and each |
|
| March 17, 2023 |
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): March 17, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Num |
|
| March 17, 2023 |
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): March 14, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Num |
|
| March 17, 2023 |
Exhibit 99.1 IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE CELULARITY INC. C.A. No. 2023- - . VERIFIED PETITIONFOR RELIEF PURSUANTTO 8 Del. C. § 205 Petitioner Celularity Inc. (“Celularity” or the “Company”), by and through its undersigned counsel, brings this petition pursuant to 8 Del. C. § 205 (the “Petition”), seeking to have this Court validate corporate acts described below as foll |
|
| March 13, 2023 |
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): March 13, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Num |
|
| February 13, 2023 |
CELU / Celularity Inc. Class A / C V STARR & CO INC - SCHEDULE 13G Passive Investment SC 13G 1 c61044150.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Celularity Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 151190105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
|
| February 13, 2023 |
AGREEMENT OF REPORTING PERSONS EX-99.2 3 s61001038c.htm AGREEMENT OF REPORTING PERSONS EXHIBIT 99.2 AGREEMENT OF REPORTING PERSONS The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint f |
|
| February 13, 2023 |
SC 13G/A 1 s61001038.htm SCHEDULE 13G/A, AMENDMENT #1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Celularity Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 151190105 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the approp |
|
| February 13, 2023 |
EX-99.1 2 s61001038b.htm THE IDENTITY AND THE ITEM 3 CLASSIFICATION OF THE RELEVANT SUBSIDIARY EXHIBIT 99.1 The identity and the Item 3 classification of the relevant subsidiary is: Starr International Investments Ltd., which is a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J). |
|
| February 6, 2023 |
CELU / Celularity Inc. Class A / UNITED THERAPEUTICS Corp - SC 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240. |
|
| February 3, 2023 |
CELU / Celularity Inc. Class A / UNITED THERAPEUTICS Corp - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to § 240. |
|
| January 30, 2023 |
Exhibit 99.1 PRESS RELEASE Celularity Media Contact: Paul Graves SVP, Chief Communications Officer Celularity Inc. [email protected] Celularity Investor Contact: Carlos Ramirez SVP, Investor Relations Celularity Inc. [email protected] CELULARITY COMPLETES STRATEGIC REVIEW OF 2023 INITIATIVES, INCLUDING ANTICIPATED BIOMATERIALS PRODUCTION RAMP-UP AND PIPELINE PRIORITIZATION OF |
|
| January 30, 2023 |
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): January 25, 2023 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File N |
|
| December 16, 2022 |
December 16, 2022 Dear Celularity Stockholder, I am pleased to share with you some thoughts about Celularity’s work in osteoarthritis (OA), an important disease in which we are conducting preclinical work with our placental-derived extracellular matrix (ECM) and placental exosome (pEXO) product candidates, which combined are the basis of 16 Celularity patent families. |
|
| December 16, 2022 |
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): December 16, 2022 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| November 10, 2022 |
Exhibit 10.5 Scientific and Clinical Advisor Agreement This Scientific and Clinical Advisor Agreement (?Agreement?) is made effective as of September 1, 2022 (the ?Effective Date?), by Celularity Inc., a Delaware corporation with an address at 170 Park Avenue, Florham Park, NJ 07932 (including its affiliates and subsidiaries collectively ?Celularity?), and Andrew L. Pecora, MD, an individual with |
|
| November 10, 2022 |
Employment Agreement, as of October 4, 2022, by and between Celularity Inc. and Bradley Glover. Exhibit 10.11 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between Bradley Glover (?Executive?) and Celularity Inc. (the ?Company?), effective as of October 4, 2022 (the ?Effective Date?). Executive is employed by the Company as its Executive Vice President, Chief Technology Officer pursuant to an Amended and Res |
|
| November 10, 2022 |
Exhibit 10.6 Amended and Restated Employment Agreement This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between Stephen Brigido (?Executive?) and Celularity Inc. (the ?Company?), effective as of April 1, 2022 (the ?Effective Date?). Executive is employed by the Company as its President, Functional Regeneration pursuant to an Amended and Restated Employment A |
|
| November 10, 2022 |
Employment Agreement, as of July 13, 2022, by and between Celularity Inc. and Kyle H. Fletcher. Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is entered into by and between K. Harold Fletcher (?Executive?) and Celularity Inc. (the ?Company?), effective as of July 13, 2022 (the ?Effective Date?). WHEREAS, Executive is currently employed by the Company as its Senior Vice President, Deputy General Counsel and Chief Compliance Officer pursuant to an employment offer w |
|
| November 10, 2022 |
Exhibit 10.7 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between David Beers, CFA (?Executive?) and Celularity Inc. (the ?Company?), effective as of April 1, 2022 (the ?Effective Date?). Executive is employed by the Company as its Chief Financial Officer pursuant to an Amended and Restated Employment Agreement w |
|
| November 10, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): November 10, 2022 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| November 10, 2022 |
Employment Agreement, as of September 29, 2022, by and between Celularity Inc. and Adrian Kilcoyne. Exhibit 10.12 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between Adrian Kilcoyne (?Executive?) and Celularity Inc. (the ?Company?), effective as of September 29, 2022 (the ?Effective Date?). Executive and the Company are currently parties to an offer letter dated August 23, 2022 (the ?Prior Agreement?), which is superseded by this Agreement; The Compan |
|
| November 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38914 Cel |
|
| November 10, 2022 |
Employment Agreement, as of July 13, 2022, by and between Celularity Inc. and Keary Dunn. Exhibit 10.10 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between Keary Dunn (?Executive?) and Celularity Inc. (the ?Company?), effective as of July 13, 2022 (the ?Effective Date?). Executive was employed by the Company as its General Counsel & Business Development Head pursuant to a Second Amended and Restated |
|
| November 10, 2022 |
Consulting Agreement, as of September 21, 2022, between Celularity Inc. and the Andrew L. Pecora. Exhibit 10.4 Consulting Agreement This Consulting Agreement (?Agreement?) is made and entered into, effective as of the date of the last signature below (the ?Effective Date?), by and between Celularity Inc, a Delaware corporation with a principal address at 170 Park Avenue, Florham Park, New Jersey 07932 (including all of its affiliates and subsidiaries, collectively ?Celularity?), and Andrew L. |
|
| November 10, 2022 |
Celularity Reports Third Quarter 2022 Financial Results and Provides Corporate Update Exhibit 99.1 Celularity Reports Third Quarter 2022 Financial Results and Provides Corporate Update - Announced first patient treated in Phase 1/2a clinical trial for CYNK-101 in first-line advanced HER2 positive gastric and gastroesophageal junction (G/GEJ) cancer - Appointed Adrian Kilcoyne, M.D., M.P.H., M.B.A., as Chief Medical Officer and announced the promotion of two senior executives and th |
|
| November 10, 2022 |
Advisory Agreement, as of August 16, 2022, by and between Celularity Inc. and Robin L. Smith. Exhibit 10.1 ADVISORY AGREEMENT THIS ADVISORY AGREEMENT (?Agreement?) is made and entered into effective as of August 16, 2022 (the ?Effective Date?), by and between Celularity Inc, a Delaware corporation with an address at 170 Park Avenue, Florham Park, NJ 07932 (the ?Company?), and Robin L. Smith, MD, an individual with an address at PO Box 5298, New York, NY 10021 (the ?Advisor?). The Company a |
|
| November 10, 2022 |
Exhibit 10.8 AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this ?Agreement?) is entered into by and between John R. Haines (?Executive?) and Celularity Inc. (the ?Company?), effective as of April 1, 2022 (the ?Effective Date?). Executive is employed by the Company as its Chief Operating Officer pursuant to an Amended and Restated Employment Agreement wit |
|
| October 6, 2022 |
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): October 4, 2022 CELULARITY INC. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Nu |
|
| September 23, 2022 |
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): September 21, 2022 CELULARITY INC. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| September 15, 2022 |
$40,000,000 Class A Common Stock Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266786 PROSPECTUS SUPPLEMENT (To prospectus dated August 18, 2022) $40,000,000 Class A Common Stock We are offering $40,000,000 of our Class A common stock, par value $0.0001 per share, by this prospectus supplement and the accompanying prospectus, directly to YA II PN, Ltd., a Cayman Islands exempt limited partnership, or YA, |
|
| September 15, 2022 |
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): September 15, 2022 CELULARITY INC. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| September 15, 2022 |
Exhibit 10.1 PRE-PAID ADVANCE AGREEMENT THIS PRE-PAID ADVANCE AGREEMENT (this ?Agreement?) dated as of September 15, 2022 is made by and between YA II PN, LTD., a Cayman Islands exempt limited partnership (the ?Investor?), and CELULARITY INC., a company incorporated under the laws of the State of Delaware (the ?Company?). WHEREAS, the parties desire that, upon the terms and subject to the conditio |
|
| September 8, 2022 |
Up to $150,000,000 Class A Common Stock 424B5 1 d357439d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-266786 PROSPECTUS SUPPLEMENT (To prospectus dated August 18, 2022) Up to $150,000,000 Class A Common Stock We have entered into an at-the-market sales agreement with BTIG, LLC, Oppenheimer & Co. Inc. and B. Riley Securities, Inc., or the Sales Agents, each acting in its respective capacity as a |
|
| September 8, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): September 8, 2022 CELULARITY INC. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
|
| September 8, 2022 |
EX-1.1 2 d364568dex11.htm EX-1.1 Exhibit 1.1 CELULARITY INC. UP TO $150,000,000 OF CLASS A COMMON STOCK (par value $0.0001 per share) AT-THE-MARKET SALES AGREEMENT September 8, 2022 BTIG, LLC 600 Montgomery Street San Francisco, California 94111 Oppenheimer & Co. Inc. 85 Broad Street New York, NY 10004 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 Ladies and Gentlemen: C |
|
| August 24, 2022 |
Up to 8,108,110 Shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-265191 PROSPECTUS Up to 8,108,110 Shares of Class A Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholder named in this prospectus of an aggregate of up to 8,108,110 shares of our Class A common stock, $0.0001 par value per share, or Class A common stock, which consists of (i) up to 4,054,055 |
|
| August 24, 2022 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-258600 PROSPECTUS Up to 22,874,999 Shares of Class A common stock issuable upon exercise of warrants Up to 129,858,855 Shares of Class A common stock Up to 8,499,999 warrants to purchase Class A common stock This prospectus relates to the issuance by us of an aggregate of up to 22,874,999 shares of our Class A common stock, $0.0001 par value pe |
|
| August 16, 2022 |
CELULARITY INC. 170 Park Ave Florham Park, New Jersey 07932 CORRESP 1 filename1.htm CELULARITY INC. 170 Park Ave Florham Park, New Jersey 07932 VIA EDGAR August 16, 2022 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Dorrie Yale Re: Celularity Inc. Acceleration Request for Registration Statement on Form S-3 File No. 333-266786 Dear Ms. Yale, Pursuant to Rule 461 under the |
|
| August 11, 2022 |
Form of Senior Indenture between Celularity Inc. and one or more trustees to be named Exhibit 4.6 CELULARITY INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Senior Debt Securities TABLE OF CONTENTS1 Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 8 Section |
|
| August 11, 2022 |
As filed with the Securities and Exchange Commission on August 11, 2022 As filed with the Securities and Exchange Commission on August 11, 2022 Registration No. |
|
| August 11, 2022 |
Form of Subordinated Indenture between Celularity Inc. and one or more trustees to be named Exhibit 4.7 CELULARITY INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of , 20 Subordinated Debt Securities TABLE OF CONTENTS1 Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee?s Certificate 8 S |
|
| August 11, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celularity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Car |
|
| August 11, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celularity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Car |
|
| August 11, 2022 |
As filed with the Securities and Exchange Commission on August 11, 2022 Table of Contents As filed with the Securities and Exchange Commission on August 11, 2022 Registration No. |
|
| August 11, 2022 |
EX-FILING FEES 6 d365928dexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Celularity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Agg |
|
| August 11, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 11, 2022. POS AM 1 d368975dposam.htm POS AM As filed with the U.S. Securities and Exchange Commission on August 11, 2022. Registration No. 333-265191 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELULARITY INC. (Exact name of registrant as specified in its charter) Delawa |
|
| August 11, 2022 |
As filed with the U.S. Securities and Exchange Commission on August 11, 2022. As filed with the U.S. Securities and Exchange Commission on August 11, 2022. Registration No. 333-258600 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELULARITY INC. (Exact name of registrant as specified in its charter) Delaware 83-1702591 (State or other juri |
|
| August 11, 2022 |
Exhibit 107 Calculation of Filing Fee Tables S-8 (Form Type) Celularity Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A common stock, par value $ |
