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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): September 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
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 |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
September 29, 2026, the Board of Directors (the “Board”) of Celularity Inc. (the “Company”) appointed Naveen
Jain to serve as a member of the Board, with his term to commence upon the expiration of the applicable waiting period following the
filing and mailing of an Information Statement pursuant to Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule
14f-1 promulgated thereunder (the “Effective Time”). Mr. Jain was designated for appointment to the Board pursuant to the
board designation rights granted to certain investors in connection with the Company’s previously announced September 2026 financing.
The financing and related board designation rights were previously disclosed by the Company in its Current Report on Form 8-K filed with
the Securities and Exchange Commission on September 28, 2026.
Mr.
Jain is the founder and Chief Executive Officer of Viome Life Sciences Inc., a health technology company that applies artificial intelligence
and molecular data to personalized health and nutrition. Mr. Jain previously founded InfoSpace, Intelius and TalentWise and is the founder
of Moon Express. His experience spans technology, health and entrepreneurship.
There
are no family relationships between Mr. Jain and any director or executive officer of the Company. Except for the board designation rights
described above, there are no arrangements or understandings between Mr. Jain and any other person pursuant to which he was selected
as a director of the Company. Mr. Jain is not a party to any transaction with the Company that would require disclosure pursuant to Item
404(a) of Regulation S-K.
.
Mr.
Jain will participate in the Company’s standard compensation arrangements for non-employee directors and is expected to enter into
the Company’s standard form of indemnification agreement for directors and officers. Mr. Jain has not initially been appointed
to any committee of the Board.
In
relation to this appointment, Diane Parks notified the Company of her decision to resign from the Board, effective as of the Effective
Time. Ms. Parks’ decision to resign was not the result of any disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.
On
September 29, 2026, the Company issued a press release announcing Mr. Jain’s appointment to the Board. A copy of the press release
is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| 99.1 |
Press release issued by Celularity Inc. on September 29, 2026. |
| |
|
| 104 |
Cover
Page Interactive Data File (formatted as Inline XBRL) |
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:
September 29, 2026 |
|
| |
By: |
/s/
K. Harold Fletcher |
| |
Name: |
K.
Harold Fletcher |
| |
Title: |
Chief
Legal and Strategy Officer |
Exhibit 99.1
Celularity
Announces Naveen Jain to Join Board of Directors
Viome
founder and CEO brings a consumer-focused vision for bringing regenerative therapies to more people and advancing proactive health
FLORHAM
PARK, N.J., Sept. 29, 2026 (GLOBENEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”),
a regenerative medicine company, today announced that Naveen Jain, founder and Chief Executive Officer of Viome Life Sciences Inc. (“Viome”),
will join its Board of Directors.
Jain
founded InfoSpace, Intelius, TalentWise and Moon Express and is the founder and CEO of Viome, which applies AI and molecular data to
personalized health and nutrition. He joins Celularity’s Board with a consumer-focused perspective on healthcare’s shift
from treating illness to helping people take a more proactive role in their health. He will bring that perspective to the challenge of
bringing promising regenerative therapies to more consumers.
“Naveen
has devoted considerable energy to the pursuit of longer, healthier lives, and shares our belief in the significant potential of regenerative
longevity,” said Robert J. Hariri, M.D., Ph.D., Chairman and Chief Executive Officer of Celularity. “He has a track record
of pursuing ambitious ideas and building businesses around emerging technologies. That perspective will be valuable as we work to expand
the commercial reach of Celularity’s products and capabilities and explore the broader opportunities at the intersection of regenerative
medicine and longevity.”
“Healthcare
is shifting from treating illness after symptoms appear to helping people take a more proactive role in their health. Regenerative medicine
has the potential to be an important part of that shift. I’m joining Celularity’s Board to help translate that potential
into real-world impact, bringing a consumer perspective, commercial discipline and partnerships to the work of bringing these therapies
to more people,” said Naveen Jain.
“Naveen
brings a perspective that is crucial to what we are building around the boardroom,” said fellow Board member, Philip A. Barach.
“We have made meaningful progress strengthening Celularity’s capital structure and operating profile. The opportunity now
is to pair that discipline with an ambitious commercial vision for the assets the Company has already created.”
Mr.
Jain joins the Company’s newly constituted Board consisting of Dr. Hariri, Peter H. Diamandis, M.D., and Mr. Barach, who recently
joined the Board as part of Celularity’s broader recapitalization and strategic repositioning. Celularity expects to announce a
fifth director shortly. Mr. Jain’s appointment to the Board will become effective following completion of the applicable Rule 14f-1
information statement process.
About
Naveen Jain
From
personalized health to space exploration, Naveen Jain has built companies around questions with world-scale stakes. He is the founder
and CEO of Viome Life Sciences, where AI and molecular data are applied to personalized health and nutrition. He previously founded InfoSpace,
Intelius and TalentWise, and also founded Moon Express. Across technology, health and space, Jain has pursued a singular entrepreneurial
vision: turn emerging technologies into new ways to address humanity’s biggest challenges.
About
Celularity
Celularity
Inc. (Nasdaq: CELU) is a longevity-focused regenerative and cellular medicine company developing and manufacturing allogeneic and autologous
cell therapies derived from the postpartum placenta. Celularity draws on the placenta’s unique biology, immunologic properties
and scalable availability to develop therapeutic solutions targeting fundamental mechanisms of aging and age-related disease. Its cellular
therapy portfolio includes cenplacel-L, its investigational placenta-derived allogeneic cell therapy, and other investigational cellular
therapies. Celularity is headquartered in Florham Park, New Jersey, where it operates a purpose-built cGMP research and manufacturing
facility supporting the development and manufacture of cellular therapies, advanced biomaterials and other longevity and wellness-focused
products.
For
more information, please visit www.celularity.com.
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of the federal securities laws, including statements regarding Mr.
Jain’s anticipated appointment to and contributions as a member of the Company’s Board of Directors; the Company’s
strategy to expand the commercial reach of its products and capabilities; the potential for regenerative medicine and the Company’s
technologies to address aging and age-related disease and contribute to more proactive approaches to health; the Company’s ability
to translate its technologies into commercial opportunities, expand access to its products and develop strategic partnerships; and the
expected appointment of an additional director.
These
forward-looking statements are based on management’s current expectations and assumptions and are subject to risks and uncertainties
that could cause actual results to differ materially, including risks relating to regulatory requirements and approvals, clinical development,
manufacturing, commercialization and market acceptance, the Company’s ability to execute its business strategy and obtain sufficient
financing, and the other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission.
Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this press
release. Celularity undertakes no obligation to update or revise any forward-looking statements, except as required by applicable law.
Investor
and Media Contact:
info@celularity.com
