[8-K] Celularity Inc. Warrant Reports Material Event

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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 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 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 1.01 Entry into a Material Definitive Agreement

On June 23, 2025, Celularity Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain investors (“the “Purchasers”) for the issuance and sale in a private placement (the “Private Placement”) of 739,286 shares of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”) at a purchase price of $1.40 per share of Common Stock.

As part of the Private Placement, pursuant to a warrant adjustment agreement, the Company agreed with the Purchasers to revise the exercise price of certain warrants held by the Purchasers in the aggregate amount of 1,311,093 to $2.50 per share and extend the expiration date of such warrants to June 30, 2030.

The closing of the Private Placement is expected to occur during the week of July 21, 2025, subject to the satisfaction of customary closing conditions. The gross proceeds to the Company from the Private Placement are expected to be $1,035,000, before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds received from the Private Placement for working capital and general corporate purposes.

The Purchase Agreement contains customary representations and warranties, agreements and obligations, conditions to closing and termination provisions. The foregoing descriptions of terms and conditions of the Purchase Agreement, and the Warrant Adjustment Agreement do not purport to be complete and are qualified in their entirety by the full text of the form of the Purchase Agreement and the form of Warrant Adjustment Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Securities Purchase Agreement
10.2		Form of Warrant Adjustment Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: July 22, 2025
	By:	/s/ Robert J. Hariri
	Name:	Robert J. Hariri, M.D., Ph.D.
	Title:	Chairman and CEO

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