Amendment: SEC Form SCHEDULE 13G/A filed by Celularity Inc.
$CELU
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Celularity Inc (Name of Issuer) |
Class A Common stock, par value $0.0001 per share (Title of Class of Securities) |
151190105 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 151190105 |
| 1 | Names of Reporting Persons
BRISTOL MYERS SQUIBB CO | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
426,372.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Calculated based upon 22,484,239 shares of Class A common stock, par value $0.0001 per share, outstanding as of December 2, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G
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| CUSIP No. | 151190105 |
| 1 | Names of Reporting Persons
CELGENE CORPORATION | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
426,372.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
1.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: (1) Calculated based upon 22,484,239 shares of common stock, par value $0.0001 per share, outstanding as of December 2, 2024, as reported on the Issuer's Form 10-Q filed with the Securities and Exchange Commission on December 6, 2024.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Celularity Inc | |
| (b) | Address of issuer's principal executive offices:
170 Park Avenue, Florham Park, New Jersey, 07932 | |
| Item 2. | ||
| (a) | Name of person filing:
This statement on Schedule 13G is being jointly filed by: (i) Bristol-Myers Squibb Company ("BMS") and (ii) Celgene Corporation ("Celgene"). Celgene is a direct wholly owned subsidiary of BMS. | |
| (b) | Address or principal business office or, if none, residence:
BMS
Route 206 & Province Line Road, Princeton, New Jersey 08543
Celgene
86 Morris Avenue
Summit, New Jersey 07901 | |
| (c) | Citizenship:
Delaware | |
| (d) | Title of class of securities:
Class A Common stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
151190105 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
See responses to Item 9 on each cover page.
Celgene, a direct wholly owned subsidiary of BMS, is the record holder of 426,372 shares of Class A Common Stock of the Issuer. BMS does not directly own any shares of Class A Common Stock of the Issuer. By reason of the provisions of Rule 13d-3 under the Act, BMS is deemed to own beneficially the Class A Common Stock that Celgene owns as a record holder. | |
| (b) | Percent of class:
See responses to Item 11 on each cover page. | |
| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
See responses to Item 5 on each cover page. | ||
| (ii) Shared power to vote or to direct the vote:
See responses to Item 6 on each cover page. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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99.1 Joint Filing Agreement dated July 26, 2021, between BMS and Celgene.
https://www.sec.gov/Archives/edgar/data/14272/000114036121025628/brhc10027143_ex99-1.htm |