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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 |