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| 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)
本頁面提供了一個完整的、按時間順序排列的美國證券交易委員會（SEC）申報文件列表，不包括我們在其他地方提供的所有權申報。
| June 3, 2026 |
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 29, 2026 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 |
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| June 3, 2026 |
Celularity Appoints Rick Gonzalez as Chief Commercial Officer Exhibit 99.1 Celularity Appoints Rick Gonzalez as Chief Commercial Officer ● Appointment supports Celularity’s focus on longevity, regenerative medicine and preservation of human performance by advancing commercialization of cenplacel-L and Lifebank FLORHAM PARK, NJ, June 3, 2026 (GLOBE NEWSWIRE), Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a longevity-focused regenerative and |
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| June 3, 2026 |
Exhibit 99.2 Dear Fellow Shareholders, I want to take this opportunity to provide an important update on the developments at Celularity over the past several months particularly in the context of evolving clinical and regulatory progress. At the same time, we recognize that the broader biotechnology sector, and cellular therapy companies in particular, continue to operate in a highly selective and |
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| May 28, 2026 |
Exhibit 10.1 SETTLEMENT AGREEMENT This SETTLEMENT AGREEMENT (this “Agreement”) is entered into as of May 21, 2026 (the “Effective Date”), by and between Celularity Inc., a Delaware corporation (the “Company”), and Helena Global Investment Opportunities 1 Ltd, a Cayman Islands exempted company (the “Holder”). The Company and the Holder are each a “Party” and collectively the “Parties.” RECITALS WHE |
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| May 28, 2026 |
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, 2026 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 |
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| May 15, 2026 |
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: March 31, 2026 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR ☐ T |
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| April 30, 2026 |
Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of December 31, 2025, Celularity Inc. had two classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) Class A common stock, $0.0001 par value per share (“Class A Common Stock”) and (ii) warrants, ea |
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| April 30, 2026 |
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, 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 Inc. |
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| April 21, 2026 |
CELULARITY, INC. Convertible Promissory Note 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 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 REGISTRATION |
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| April 21, 2026 |
AMENDMENT NO. 1 TO ASSET PURCHASE AND EXCLUSIVE LICENSE AGREEMENT Exhibit 10.1 AMENDMENT NO. 1 TO ASSET PURCHASE AND EXCLUSIVE LICENSE AGREEMENT This Amendment No. 1 (“Amendment”) to that certain Asset Purchase and Exclusive License Agreement, dated as of March 6, 2026 (the “Agreement”), is entered into as of April 17, 2026 (the “Amendment Effective Date”), by and between Celularity Inc., a Delaware corporation (“Licensor”), and NexGel, Inc., a Delaware corporat |
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| April 21, 2026 |
Celularity Announces Closing of Transaction with NexGel Exhibit 99.1 Celularity Announces Closing of Transaction with NexGel FLORHAM PARK, N.J., April 21, 2026 - Celularity Inc. (Nasdaq: CELU) (“Celularity”), a longevity-focused regenerative and cellular medicine company, today announced the closing of its previously announced transaction with NexGel, Inc. (“NexGel”), pursuant to which NexGel acquired certain commercial and other assets related to Celu |
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| April 21, 2026 |
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 9, 2026 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 |
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| March 31, 2026 |
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, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Form 20-F ☐ Transition Report on Form N-SAR |
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| March 10, 2026 |
Exhibit 99.1 Celularity Secures $35 Million Strategic License Deal, Strengthens Capital Position to Advance Longevity-Focused Strategy ● Transaction expected to generate up to $35 million in upfront and milestone payments ● Celularity retains exclusive manufacturing rights, creating continued biomaterials revenue and margin opportunity ● Organizational realignment reduces operating expenses and sh |
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| March 10, 2026 |
ASSET PURCHASE AND EXCLUSIVE LICENSE AGREEMENT Exhibit 10.1 [*] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. ASSET PURCHASE AND EXCLUSIVE LICENSE AGREEMENT This Asset Purchase and Exclusive License Agreement (this “Agreement”) is made effective as of March 6, 2026 (the “Effective Date”) by and between Celularity Inc., a |
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| March 10, 2026 |
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 6, 2026 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 |
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| March 5, 2026 |
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 27, 2026 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File |
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| January 21, 2026 |
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 16, 2026 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 |
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| January 8, 2026 |
Celularity Inc. Up to 14,078,938 shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-292515 PROSPECTUS Celularity Inc. Up to 14,078,938 shares of Class A Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resale basis an aggregate of up to 14,078,938 shares of Class A common stock of Celularity Inc. (the “Company,” “we,” “us” or our”), par value $0 |
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| January 5, 2026 |
January 5, 2026 Robert J. Hariri Chief Executive Officer Celularity Inc. 170 Park Avenue Florham Park, NJ 07932 Re: Celularity Inc. Registration Statement on Form S-1 Filed December 31, 2025 File No. 333-292515 Dear Robert J. Hariri: This is to advise you that we have not reviewed and will not review your registration statement. Please refer to Rules 460 and 461 regarding requests for acceleration |
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| January 5, 2026 |
CELULARITY INC. 170 Park Avenue Florham Park, New Jersey 07932 CELULARITY INC. 170 Park Avenue Florham Park, New Jersey 07932 January 5, 2026 VIA EDGAR United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Jessica Dickerson Re: Celularity Inc. Registration Statement on Form S-1 Filed December 31, 2025 File No. 333-292515 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Se |
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| December 31, 2025 |
As filed with the Securities and Exchange Commission on December 31, 2025 As filed with the Securities and Exchange Commission on December 31, 2025 Registration Statement No. |
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| December 31, 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(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Class A Common S |
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| December 30, 2025 |
Celularity Inc. Up to 15,945,039 shares of Class A Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-292288 PROSPECTUS Celularity Inc. Up to 15,945,039 shares of Class A Common Stock Pursuant to this prospectus, the selling stockholders identified herein (collectively, the “Selling Stockholders”) are offering on a resale basis an aggregate of up to 15,945,039 shares of Class A common stock of Celularity Inc. (the “Company,” “we,” “us” or our”) |
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| December 23, 2025 |
CLASS A COMMON STOCK PURCHASE WARRANT CELULARITY INC. Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR 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 REGISTR |
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| December 23, 2025 |
SENIOR SECURED CONVERTIBLE PROMISSORY NOTE Exhibit 10.6 NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STAT |
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| December 23, 2025 |
CONVERTIBLE NOTE PURCHASE AGREEMENT Exhibit 10.5 CONVERTIBLE NOTE PURCHASE AGREEMENT THIS CONVERTIBLE NOTE PURCHASE AGREEMENT (the “Agreement”) is made as of December 19, 2025, by and between Celularity Inc., a Delaware corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), Philip & Daniele Barach Family Trust (the “Initial |
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| December 23, 2025 |
CLASS A COMMON STOCK PURCHASE WARRANT CELULARITY INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR 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 REGISTR |
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| December 23, 2025 |
SENIOR NOTE SECURITY AGREEMENT Exhibit 10.4 SENIOR NOTE SECURITY AGREEMENT This SENIOR NOTE SECURITY AGREEMENT, dated as of December 19, 2025 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Celularity Inc. (the “Company”), the Subsidiaries of the Company set forth on the signature pages hereto (such subsidiaries, the “Subsidiaries” |
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| December 23, 2025 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2025, between Celularity Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and the Purchas |
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| December 23, 2025 |
CONVERTIBLE NOTE SECURITY AGREEMENT Exhibit 10.8 CONVERTIBLE NOTE SECURITY AGREEMENT This CONVERTIBLE NOTE SECURITY AGREEMENT, dated as of December 19, 2025 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among Celularity Inc. (the “Company” or the “Grantor”) and Philip & Daniele Barach Family Trust (the “Agent”), acting for the benefit of the |
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| December 23, 2025 |
SENIOR SECURED NON-CONVERTIBLE PROMISSORY NOTE Exhibit 10.2 Original Issue Date: December 19, 2025 Principal Amount: $7,000,000 SENIOR SECURED NON-CONVERTIBLE PROMISSORY NOTE THIS SENIOR SECURED NON-CONVERTIBLE PROMISSORY NOTE (this “Note”) is a duly authorized and validly issued debt obligation of Celularity Inc., a Delaware corporation (the “Company” or the “Borrower”), having its principal place of business at 170 Park Avenue, Florham Park, |
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| December 23, 2025 |
BOARD OBSERVER RIGHTS AGREEMENT Exhibit 10.9 BOARD OBSERVER RIGHTS AGREEMENT This Board Observer Rights Agreement (this “Agreement”) is entered into as of December 19, 2025 (the “Effective Date”), by and between Celularity Inc., a Delaware corporation (the “Company”), and (“Investor”). The Company and Investor are referred to herein individually as a “Party” and collectively as the “Parties.” WITNESSETH: WHEREAS, Investor is a s |
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| December 23, 2025 |
Celularity Announces Closing of Financing Transactions Exhibit 99.1 Celularity Announces Closing of Financing Transactions FLORHAM PARK, N.J., December 22, 2025, Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company addressing age-related and degenerative diseases, today announced the closing of its previously disclosed financing transactions with Philip A. Barach, co-founder and former president of DoubleLine Cap |
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| December 23, 2025 |
SENIOR SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SENIOR SECURITIES PURCHASE AGREEMENT THIS SENIOR SECURITIES PURCHASE AGREEMENT (the “Agreement”) is made as of December 19, 2025, by and between Celularity Inc., a Delaware corporation (and together with all of its current and future, direct and/or indirect, wholly owned and/or partially owned Subsidiaries, collectively, the “Company”), Philip & Daniele Barach Family Trust (the “Initi |
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| December 23, 2025 |
Exhibit 10.7 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of December 19, 2025, between Celularity Inc., a Delaware corporation (the “Company”), and Philip & Daniele Barach Family Trust (the “Purchaser”). WHEREAS, the Company will issue to the Holders (as defined below) up to $6,200,000 in aggregate amount of convertible notes (the |
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| December 23, 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 19, 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 |
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| December 19, 2025 |
As filed with the Securities and Exchange Commission on December 19, 2025 As filed with the Securities and Exchange Commission on December 19, 2025 Registration Statement No. |
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| December 19, 2025 |
Form of Warrant dated December 16, 2025 Exhibit 10.51 NEITHER THIS SECURITY NOR THE SECURITIES FOR 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 |
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| December 19, 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(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be paid Equity Class A Common S |
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| December 19, 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 19, 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 |
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| December 19, 2025 |
Exhibit 21.1 List of Subsidiaries of Celularity Inc. Name State/Country of Organization or Incorporation Celularity LLC Delaware Caricord, Inc. Delaware Anthrogenesis LLC Delaware Celularity Longevity, LLC Delaware Celularity Biorepository LLC Delaware Celularity Asset Holding LLC Delaware Celularity Discovery & Development LLC Delaware Celularity Advanced Manufacturing LLC Delaware Celularity Bio |
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| December 5, 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 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 N |
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| November 14, 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 September 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 Celul |
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| November 7, 2025 |
Exhibit 107 Calculation of Filing Fee Tables Form 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(1) Amount Registered(2) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Class A Common Stock, $0.0001 |
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| November 7, 2025 |
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 |
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| November 7, 2025 |
As filed with the Securities and Exchange Commission on November 7, 2025 As filed with the Securities and Exchange Commission on November 7, 2025 Registration No. |
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| November 7, 2025 |
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 |
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| November 7, 2025 |
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. |
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| October 28, 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): October 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 |
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| October 28, 2025 |
COMMON STOCK PURCHASE WARRANT CELULARITY, INC. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR 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 REGISTR |
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| October 28, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is entered into and effective as of October 24, 2025 (the “Execution Date”), by and between Celularity Inc., a Delaware corporation (the “Company”) and (including its designees, successors and assigns, the “Purchaser”). RECITALS A. The parties desire that, upon the terms and subject to the conditions c |
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| October 28, 2025 |
Exhibit 10.2 SECURITY AGREEMENT This SECURITY AGREEMENT (“Agreement”) is entered into and effective as of October 22, 2025, by and between Celularity Inc., a Delaware corporation (the “Company”), in favor of , a (the “Secured Party”). WHEREAS, pursuant to a Securities Purchase Agreement dated as of October 24, 2025 and effective as of even date herewith by and between Company and the Secured Party |
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| October 28, 2025 |
Exhibit 3.1 CELULARITY INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES A CONVERTIBLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware THE UNDERSIGNED DOES HEREBY CERTIFY, on behalf of Celularity Inc., a Delaware corporation (the “Corporation”), that the following resolution was duly adopted by the Board of Directors of |
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| October 28, 2025 |
CELULARITY, INC. Convertible Promissory Note Exhibit 4.2 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 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 REGISTRATION S |
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| October 28, 2025 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 24th day of October, 2025 by and among Celularity, Inc., a Delaware corporation (the “Company”), and the investor identified on the signature page hereto (including its successors and assigns, the “Investor”). R E C I T A L S WHEREAS, the Company will sell up to $6,66 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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- |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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. |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| February 13, 2025 |
FWP 1 formfwp.htm |
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| 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 |
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| February 13, 2025 |
February 13, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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. |
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| 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 |
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| February 6, 2025 |
February 6, 2025 Robert Hariri Chief Executive Officer and Chairman of the Board of Directors Celularity Inc 170 Park Avenue Florham Park, New Jersey 07932 Re: Celularity Inc Registration Statement on Form S-1 Filed January 30, 2025 File No. |
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| 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. |
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| 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 |
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| 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 |
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| 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, |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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. |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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. |
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| 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 |
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| 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 |
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| 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 |
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| 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. |
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| 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 |
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| 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 |
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| 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 |
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| May 21, 2024 |
Celularity Inc. May 21, 2024 Investor and R&D Day Presentation Exhibit 99.1 |
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| 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. |
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| 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 |
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| 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 |
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| 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 |
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| 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, |
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| 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 |
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| 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 “ |
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| 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” |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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. |
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| 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 |
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| 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 |
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| 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. |
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| 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. |
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| 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. |
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| 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 |
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| 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. |
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| January 17, 2024 |
Execution Version SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of January 12, 2024, between Celularity Inc. |
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| 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. |
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| 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. |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| November 14, 2023 |
SEC FILE NUMBER: 001-38914 CUSIP NUMBER: 151190105 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| May 31, 2023 |
United States securities and exchange commission logo May 31, 2023 Kyle Fletcher General Counsel Celularity Inc 170 Park Ave Florham Park, New Jersey 07932 Re: Celularity Inc Registration Statement on Form S-3 Filed May 25, 2023 File No. |
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| 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 |
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| 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. |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| May 1, 2023 |
2022 Annual ReportUNITEDSTATES SECURITIESANDEXCHANGECOMMISSION Washington,D.C.20549 FORM10-K (MarkOne) " " ANNUALREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 ForthefiscalyearendedDecember31,2022 OR ! ! TRANSITIONREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIESEXCHANGEACTOF1934 Forthetransitionperiodfrom to Commissionfilenumber001-38914 CelularityInc. (Exactnameofregistrantasspec |
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| 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 |
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| 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 |
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| 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 |
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| April 21, 2023 |
PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
