As
filed with the Securities and Exchange Commission on November 7, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
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 organization) |
|
(I.R.S.
Employer Identification No.) |
| 170
Park Ave |
|
|
| Florham
Park, New Jersey |
|
07932 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Celularity
Inc. 2021 Equity Incentive Plan
(Full
title of the plan)
Robert
J. Hariri, M.D., Ph.D.
Chief
Executive Officer
Celularity
Inc.
170
Park Ave
Florham
Park, New Jersey 07932
(Name
and address of agent for service)
(908)
768-2170
(Telephone
number, including area code, of agent for service)
Copies
to:
Jeffrey
J. Fessler, Esq.
Nazia
J. Khan, Esq.
Sheppard,
Mullin, Richter & Hampton LLP
30
Rockefeller Plaza
New
York, NY 10112-0015
Tel.:
(212) 653-8700
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| |
Large
accelerated filer ☐ |
|
Accelerated
filer ☐ |
| |
Non-accelerated
filer ☒ |
|
Smaller
reporting company ☒ |
| |
|
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
Celularity
Inc. (“Celularity” or “Company”) is filing this Registration Statement on Form S-8 to register an additional
2,270,311 shares of its Class A common stock, par value $0.0001 per share, issuable under the Celularity Inc. 2021 Equity Incentive Plan
(the “2021 Plan”).
Pursuant
to the terms of the 2021 Plan, the number of shares of Class A common stock reserved for issuance thereunder is subject to automatic
annual increases. Celularity did not file a Registration Statement on Form S-8 to register the shares added to the share reserves under
the 2021 Plan for the 2023 and 2024 calendar years. Accordingly, this Registration Statement registers the additional shares reserved
for issuance under the 2021 Plan as of January 1, 2023, January 1, 2024 and January 1, 2025. As such, this Registration Statement registers
2,270,311 additional shares of Class A common stock available for issuance under the 2021 Plan as a result of the foregoing.
The
Company previously filed with the Securities and Exchange Commission registration statements on Form S-8 on October 4, 2021 (File No.
333-260025) and August 11, 2022 (Fil No. 333-266783) (the “Prior Registration Statements”) registering shares of Class A
common stock issuable under the 2021 Plan. This Registration Statement relates to securities of the same class as those to which the
Prior Registration Statements relate, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of
additional securities. Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statements are incorporated
herein by reference and made part of this Registration Statement, except for Items 3 and 8, which are being updated by this Registration
Statement.
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
ITEM
3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The
following documents filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, and the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:
| ● |
The
Company’s Annual
Report on Form 10-K and 10-K/A for the fiscal year ended December 31, 2024, filed with
the SEC on May 8, 2025 and May 21, 2025, respectively; |
| |
|
| ● |
The
Company’s Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2025 and June 30, 2025, filed
with the SEC on August 29, 2025 and August 29, 2025, respectively; |
| |
|
| ● |
The
Company’s Current Reports on Form 8-K and
8-K/A (excluding any reports or portions thereof that are deemed to be furnished and not filed) filed with the SEC on January 3, 2025, January 24, 2025, January 27, 2025, February 18, 2025, February 24, 2025, March 21, 2025, April 23, 2025, May 1, 2025, May 16, 2025, May 20, 2025, June 6, 2025, June 10, 2025, July 22, 2025, July 29, 2025, July 30, 2025, August 1, 2025, August 12, 2025,
August 18, 2025, September 3, 2025 and October 28, 2025; |
| |
|
| ● |
The
description of the Company’s Class A common stock which is contained in the Company’s Registration Statement on Form 8-A filed on May 17, 2019 (File No. 001-38914) under the Exchange Act, including any amendments
or reports filed with the SEC for the purpose of updating such description; and |
| |
|
| ● |
All
other reports and documents filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act (other than Current
Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits furnished on such form that relate to such items) subsequent
to the date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered hereby have been sold or that deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such reports and
documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the extent that a statement herein or in any subsequently
filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not constitute a part of this Registration Statement, except as so modified or superseded. |
PART
II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item
8. Exhibits.
EXHIBIT
INDEX
Exhibit
No. |
|
Description |
| 4.1 |
|
Specimen Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Commission on July 22, 2021). |
| 5.1* |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP. |
| 10.1+ |
|
Celularity Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 99.3 to the registration statement on Form S-8 (File No. 333-260025), filed with the Commission on October 4, 2021). |
| 10.2+ |
|
Forms of Stock Option Grant Notice, Option Agreement, Notice of Exercise, RSU Award Grant Notice and Award Agreement under the 2021 Equity Incentive Plan (incorporated by reference to Exhibit 99.4 to the registration statement on Form S-8 (File No. 333-260025), filed with the Commission on October 4, 2021). |
| 23.1* |
|
Consent of EisnerAmper LLP, independent registered public accounting firm. |
| 23.2* |
|
Consent of Deloitte & Touche LLP |
| 23.3* |
|
Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1). |
| 24.1* |
|
Power of Attorney (included on signature page of this registration statement). |
| 107* |
|
Filing Fee Table. |
*
Filed herewith.
+
Indicates a management contract or any compensatory plan, contract or arrangement.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Florham Park, New Jersey, on the 7 day of November, 2025.
| |
CELULARITY
INC. |
| |
|
| |
By: |
/s/
Robert J. Hariri |
| |
Name: |
Robert
J. Hariri |
| |
Title: |
Chief
Executive Officer |
POWER
OF ATTORNEY AND SIGNATURES
KNOW
ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Robert J. Hariri
M.D., Ph.D. and Joseph C. DosSantos as such person’s true and lawful attorney-in-fact and agent with full power of substitution
and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and
all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent,
or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities
and on the date indicated below.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
Robert J. Hariri |
|
President
and Chief Executive Officer (Principal Executive Officer) |
|
November
7, 2025 |
| Robert
J. Hariri, M.D., Ph.D. |
|
|
|
|
| |
|
|
|
|
| /s/
Joseph C. DosSantos |
|
Acting
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
|
November
7, 2025 |
| Joseph
C. DosSantos |
|
|
|
|
| |
|
|
|
|
| /s/
Peter Diamandis |
|
Director |
|
November
7, 2025 |
| Peter
Diamandis, M.D. |
|
|
|
|
| |
|
|
|
|
| /s/
Geoffrey Ling, M.D., Ph.D. |
|
Director |
|
November
7, 2025 |
| Geoffrey
Ling |
|
|
|
|
| |
|
|
|
|
| /s/
Diane Parks |
|
Director |
|
November
7, 2025 |
| Diane
Parks |
|
|
|
|
| |
|
|
|
|
| /s/
Vincent LeVien |
|
Director |
|
November
7, 2025 |
| Vincent
LeVien |
|
|
|
|
