Form 8-K - Current report

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): May 21, 2024

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 obligations of the registrant under any of the following provisions:

	☐	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 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As reported by Celularity Inc., or Celularity, in its Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission, or SEC, on May 15, 2024, Celularity was unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, or the Q1 2024 Form 10-Q, within the prescribed time period. The extension provided under Rule 12b-25 expired on May 20, 2024.

On May 21, 2024, Celularity informed the Listing Qualifications department of the Nasdaq Stock Market LLC, or Nasdaq, that it failed to timely file its Q1 2024 Form 10-Q within the extension period provided by Rule 12b-25 because Celularity has not yet completed the preparation of the financial statements for the quarter ended March 31, 2024 due to delays in filing its Annual Report on Form 10-K for the year ended December 31, 2023, or the 2023 Form 10-K. On May 21, 2024, Nasdaq provided formal notice to Celularity that as a result of Celularity’s failure to timely file its Q1 2024 10-Q, and because Celularity remains delinquent in filing its 2023 Form 10-K, as previously reported on Form 8-K filed by Celularity with the SEC on April 22, 2024, Celularity does not comply with the continued listing requirements under the timely filing criteria outlined in Nasdaq Listing Rule 5250(c)(1). Nasdaq’s notice has no immediate effect on the listing of Celularity’s common stock and warrants, which continue to trade on the Nasdaq Capital Market under the symbols “CELU” and “CELUW”, respectively.

Celularity is required to submit to Nasdaq a plan to regain compliance with respect to these delinquent reports no later than June 17, 2024, and if accepted by Nasdaq, Celularity has a maximum of 180 calendar days from the 2023 Form 10-K due date, or until or until October 14, 2024, to implement the plan to regain compliance. Celularity intends to submit a plan to Nasdaq by June 17, 2024 and will evaluate available options to regain compliance within the compliance period. However, there can be no assurance that Nasdaq will accept the plan, Celularity will regain compliance within the compliance period, or maintain compliance with the other Nasdaq listing requirements.

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.

Date:	May 24, 2024	By:	/s/ Robert J. Hariri
			Robert J. Hariri, M.D., Ph.D. Chairman and CEO

Cover	May 21, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 21, 2024
Entity File Number	001-38914
Entity Registrant Name	Celularity Inc.
Entity Central Index Key	0001752828
Entity Tax Identification Number	83-1702591
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	170 Park Ave
Entity Address, City or Town	Florham Park
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07932
City Area Code	(908)
Local Phone Number	768-2170
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	CELU
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	CELUW
Security Exchange Name	NASDAQ

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