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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): July 21, 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
July 21, 2025, Celularity Inc. (the “Company”) issued a promissory note in the aggregate principal amount of $6,812,230
(the “Note”) to an investor (the “Investor”). In addition, the Investor received a warrant to purchase 3,700,000
shares of Class A common stock of the Company (the “Warrant”). The Warrant is exercisable at $2.528 per share for
five (5) years from the date of issuance ( or if Purchaser reasonably determines in its sole discretion that clearance from the Committee
on Foreign Investment in the United States is required for the Warrant exercise, five (5) years from the date of such clearance).
The
Note bears interest at 2% per annum and has a maturity date of March 21, 2026. In addition, the Note is secured by a security interest
on all of the Company’s assets. The Company has agreed with the Purchaser that a portion of the net proceeds from the issuance
of the Note will be used to fully settle the principal and all accrued interest of the loan from C.V. Starr & Co. (“Starr”)
pursuant to the loan agreement between the Company and Starr dated March 17, 2023.
The
foregoing descriptions of terms and conditions of the Note and the Warrant do not purport to be complete and are qualified in their entirety
by the full text of the form of Note and form of Warrant, which are attached hereto as Exhibits 10.1 and 10.2, respectively.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.
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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
| 10.1 |
|
Form of Promissory Note |
| 10.2 |
|
Form of Warrant |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
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:
August 1, 2025 |
|
| |
By: |
/s/
Robert J. Hariri |
| |
Name: |
Robert
J. Hariri, M.D., Ph.D. |
| |
Title: |
Chairman
and CEO |
