false
0001752828
0001752828
2025-08-13
2025-08-13
0001752828
CELU:ClassCommonStock0.0001ParValuePerShareMember
2025-08-13
2025-08-13
0001752828
CELU:WarrantsEachExercisableForOnetenthOfOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2025-08-13
2025-08-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 13, 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
Asset
Purchase Agreement
On
August 13, 2025 (the “Effective Date”), Celularity Inc. (the “Company”) entered into an asset purchase agreement
(the “APA”) with Celeniv Pte. Ltd. (“Celeniv”). Pursuant to the APA, the Company agreed to sell to Celeniv certain
Purchased IP (as defined in the APA) exclusive of the Excluded Assets (as defined in the APA) and Excluded Liabilities (as defined in
the APA) for a purchase price of $33,812,230 (the “Purchase Price”). The Company used the Purchase Price to satisfy,
in full, the following obligations: (i) the loan in the principal amount of $27,000,000 outstanding pursuant to that certain Second Amended
and Restated Loan Agreement, dated as of January 12, 2024 by and between (among others) the Company and Resorts World Inc. Pte. Ltd.
(“RWI”), subsequently assigned by RWI to Celeniv and (ii) the loan in the principal amount of $6,812,230 evidenced by that
certain promissory note dated as of July 21, 2025, issued by the Company to Tan Sri Dato Lim Kok Thay, (“Mr. Lim”), and subsequently
assigned by Mr. Lim to Celeniv.
The
APA contains customary representations, warranties and covenants. The APA also contains customary indemnification provisions by the Company
and Celeniv in favor of one another.
The
foregoing description of the APA does not purport to be complete and is qualified, in its entirety, by reference to the full text of
the APA, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
License
Agreement
In
connection with the APA, on the Effective Date the Company entered into a license agreement (the “License Agreement”) with
Celeniv pursuant to which Celeniv granted the Company an exclusive, irrevocable, worldwide, royalty-bearing, sublicensable license (i)
under the Licensed Patents (as defined in the License Agreement) and Patents (as defined in the License Agreement) within Improvements
(as defined in the License Agreement), (ii) under the Licensed Know-How (as defined in the License Agreement) and Know-How (as defined
in the License Agreement) within Improvements and (iii) to the Licensed Marks (as defined in the License Agreement) to use, improve,
modify, advance, practice and otherwise Exploit (as defined in the License Agreement) any Products (as defined in the License Agreement).
Pursuant to the License Agreement, the Company shall pay Celeniv a royalty in an amount equal to a low double digit percentage of the
Purchase Price payable in quarterly installments (the “Quarterly Payments”) commencing on the one year anniversary of the
Effective Date through the earlier of (A) the closing of the Asset Purchase (as defined herein) and (B) the expiration of the Term (as
defined herein) (including the Negotiation Period (as defined herein)).
Pursuant
to the License Agreement, the Company has the option (the “Option”) to purchase from Celeniv all (and not any part) of Celeniv’s
right, title and interest in the Licensed Technology (as defined in the License Agreement) and Licensed Marks (“Asset Purchase”).
The Option shall be in effect for a period of five years from the Effective Date (the “Option Period”). The purchase price
for the Asset Purchase shall be as follows: (i) if the Option is exercised on or prior to the one year anniversary of the Effective Date,
the purchase price shall be a mid eight digit amount (the “Option Purchase Price”) and (ii) if the Option is exercised after
the one year anniversary of the Effective Date, the purchase price shall be the Option Purchase Price, plus an amount equal to a low
double digit percentage of the Purchase Price, plus the amount of any Quarterly Payments (and penalty interest if any) accrued but unpaid
through the date of the closing. If the Company does not exercise the Option before the end of the Option Period, the Option shall lapse
and the Term of the License Agreement shall automatically extend for 90 days (the “Negotiation Period”). If the Option is
exercised during the Option Period, the Term of the License Agreement shall be extended through the closing of the Asset Purchase.
Unless
terminated earlier or otherwise extended pursuant to the terms of the License Agreement, the License Agreement shall terminate on the
fifth anniversary of the Effective Date (the “Term”). Celeniv may terminate the License Agreement (i) if the Company breaches
the terms thereof, unless such breach is cured within 60 days of the receipt of written notice of the breach from Celeniv or (ii) immediately
in the event that any action is taken by the Company or its creditors to effectuate the Company’s liquidation, dissolution or winding-up.
The License Agreement will automatically terminate upon the closing of the Asset Purchase or may be terminated upon mutual agreement
of the parties.
The
foregoing description of the License Agreement does not purport to be complete and is qualified, in its entirety, by reference to the
full text of the License Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
8.01 Other Events
On
August 18, 2025, the Company issued a press release announcing, among other things, the sale of its intellectual property to Celeniv
pursuant to the APA, the license by Celeniv of certain intellectual property to the Company pursuant to the License Agreement, the extinguishment
of all outstanding debt, including interest accrued thereon, payable to two of the Company’s senior secured lenders and the creation
of four wholly-owned operating subsidiaries for the Company’s four commercial businesses. 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.
Cautionary
Statement Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains “forward-looking statements” within the meaning of the United States Private Securities
Litigation Reform Act of 1995 that are subject to risks and uncertainties and are made pursuant to the safe harbor provisions of Section
27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and other related
federal securities laws. Words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend,” “plan,” and “project” and other similar words and expressions are intended to signify forward-looking
statements. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, including information
regarding (i) the satisfaction of the conditions to the closing of the transactions (the “Transactions”) contemplated by
the APA and License Agreement (collectively, the “Transaction Documents”), (ii) the expected occurrence of such closing and
the timing thereof, and (iii) the expected benefits to the Company from the Transactions that may or may not be realized within the expected
time periods. Forward-looking statements are based on assumptions as of the time they are made and are subject to risks, uncertainties
and other factors that are difficult to predict with regard to timing, extent, likelihood and degree of occurrence, which could cause
actual results to differ materially from anticipated results expressed or implied by such forward-looking statements. The Company undertakes
no obligation to update any such forward-looking statement, whether as a result of new information, future developments or otherwise,
except as may be required by law. Further information regarding the Company’s risk factors is contained in the Company’s
filings with the Securities and Exchange Commission (the “SEC”), including its Annual Report on Form 10-K for the year ended
December 31, 2024 and other filings with the SEC. forward-looking statement made by the Company in this Current Report on Form 8-K or
the exhibits attached hereto speaks only as of the date on which it is made.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
| |
|
| 10.1 |
|
Asset Purchase Agreement dated as of August 13, 2025 by and between the Company and Celeniv Pte. Ltd. |
| 10.2# |
|
License Agreement dated as of August 13, 2025 by and between the Company and Celeniv Pte. Ltd. |
| 99.1 |
|
Press release dated August 18, 2025 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
#
Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions
with an asterisk because such information is both not material and is the type that the Company treats as private or confidential.
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 18, 2025 |
|
| |
By: |
/s/
Robert J. Hariri |
| |
Name: |
Robert
J. Hariri, M.D., Ph.D. |
| |
Title: |
Chairman
and CEO |
