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New leadership at Celularity (NASDAQ: CELU) as Gordon joins board

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Celularity Inc. named two long-time senior executives to new top roles. Effective June 19, 2026, the Board appointed Steven N. Gordon, Esq. as Chief Operating and Administrative Officer and also elected him to the Board of Directors. He has been EVP, Business Affairs since January 2026 and has worked on the company’s financing, restructuring and strategic initiatives.

The Board also appointed K. Harold Fletcher, Esq. as Chief Legal and Strategy Officer and Corporate Secretary, after serving as EVP, Legal and Strategy and previously as General Counsel and Chief Compliance Officer. The company states there are no family relationships or special arrangements related to these appointments, and that any detailed compensation terms or related-party transactions will be described in later filings if required.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Par value $0.0001 per share Class A Common Stock par value
Warrant exercise price $11.50 per share Warrants exercisable for one-tenth of one share
Commission File Number 001-38914 Exchange Act registration reference
IRS Employer Identification Number 83-1702591 Celularity federal tax ID
Effective appointment date June 19, 2026 Date officers and director appointments became effective
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Chief Operating and Administrative Officer financial
"appointed Steven N. Gordon, Esq. as the Company’s Chief Operating and Administrative Officer"
corporate governance financial
"Mr. Fletcher has substantial experience in corporate governance, securities law, strategic transactions"
Corporate governance is the system of rules, roles and oversight that determines how a company is directed and controlled, including the responsibilities of its board, executives and shareholders. Like the steering wheel and map for a car trip, it shapes decisions, sets checks on power and defines who can hold leaders accountable; strong governance reduces risk, builds trust and helps investors judge whether a company is likely to protect capital and deliver reliable returns.
securities law regulatory
"Mr. Fletcher has substantial experience in corporate governance, securities law, strategic transactions"
Securities law is the set of rules that govern the creation, sale and trading of financial instruments such as stocks and bonds, designed to ensure accurate disclosure and fair behavior in markets. Like traffic laws that keep drivers honest and prevent accidents, these rules require truthful information, forbid fraud and provide enforcement tools so investors can make informed choices and rely on a basic level of market integrity.
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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 19, 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 Number)

 

(IRS Employer

Identification No.)

 

170 Park Ave

Florham Park, New Jersey

  07932
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (908) 768-2170

 

N/A

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

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

 

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

 

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

 

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

 

Emerging growth company

 

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

 

 

 

 

 

 

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

 

Appointment of Certain Officers

 

On June 19, 2026, the Company’s Board of Directors (the “Board”) appointed Steven N. Gordon, Esq. as the Company’s Chief Operating and Administrative Officer. Mr. Gordon is an entrepreneur, investor and business executive with significant experience in corporate finance, operations, strategic development and capital formation in the biotechnology sector. Mr. Gordon has been actively involved in the Company’s financing, restructuring and strategic initiatives and has served as the Company’s EVP, Business Affairs since January 2026.

 

Effective June 19, 2026, the Board also appointed K. Harold Fletcher, Esq. as the Company’s Chief Legal and Strategy Officer and Corporate Secretary. Mr. Fletcher has substantial experience in corporate governance, securities law, strategic transactions, financings, healthcare compliance and public company matters. Prior to his appointment, Mr. Fletcher served as the Company’s EVP, Legal and Strategy since January 2026 and previously served as the Company’s General Counsel, Chief Compliance Officer and Assistant Corporate Secretary.

 

There are no family relationships between either Mr. Gordon or Mr. Fletcher and any director or executive officer of the Company. There are no arrangements or understandings between either officer and any other person pursuant to which such officer was appointed, other than arrangements with the Company. Any compensation arrangements for Mr. Gordon and Mr. Fletcher will be disclosed, if required, in subsequent filings.

 

Election of Director

 

Effective June 19, 2026, the Board appointed Mr. Gordon as a member of the Board. Mr. Gordon will serve as a director until his successor is duly elected and qualified or until his earlier resignation, death or removal.

 

There are no arrangements or understandings between Mr. Gordon and any other person pursuant to which he was appointed as a director, other than arrangements with the Company. There are no transactions involving Mr. Gordon requiring disclosure under Item 404(a) of Regulation S-K, except as may be disclosed in subsequent filings.

 

 

 

 

SIGNATURES

 

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

 

  CELULARITY INC.
Dated: June 25, 2026  
  By: /s/ Robert J. Hariri
  Name: Robert J. Hariri, MD, PhD
  Title: Chairman and Chief Executive Officer

 

 

 

FAQ

What executive leadership changes did Celularity (CELU) announce?

Celularity appointed Steven N. Gordon as Chief Operating and Administrative Officer and K. Harold Fletcher as Chief Legal and Strategy Officer and Corporate Secretary, both effective June 19, 2026, formalizing roles they had already been performing as executive vice presidents.

Did Celularity (CELU) add a new member to its Board of Directors?

Yes. Celularity’s Board appointed Steven N. Gordon as a director effective June 19, 2026. He will serve until a successor is elected and qualified or he resigns, dies, or is removed under standard board governance terms.

What is Steven N. Gordon’s background at Celularity (CELU)?

Steven N. Gordon has served as EVP, Business Affairs since January 2026 and has been involved in Celularity’s financing, restructuring and strategic initiatives, bringing experience in corporate finance, operations, strategic development and capital formation in the biotechnology sector.

What experience does K. Harold Fletcher bring to Celularity (CELU)?

K. Harold Fletcher has extensive experience in corporate governance, securities law, strategic transactions, financings, healthcare compliance and public company matters, and previously served as Celularity’s General Counsel, Chief Compliance Officer and Assistant Corporate Secretary before his June 19, 2026 promotion.

Filing Exhibits & Attachments

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