Celularity Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On August 5, 2025, Celularity Inc. (the “Company”) entered into a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc. (“Issuer”) for the issuance of 7,198.630 shares of the Issuer’s Series Seed-2 Preferred Stock (“Preferred Stock”), in exchange for $2,890,250 of product purchase credits pursuant to a supply and distribution agreement between the Company and the Issuer.
The foregoing descriptions of terms and conditions of the Series Seed Preferred Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Series Seed Preferred Stock Purchase Agreement which is attached hereto as Exhibit 10.1.
Item 8.01 Other Events
On May 28, 2025, the Company received notice from the Listings Qualification Staff of Nasdaq that as a result of its failure to timely file its quarterly report on Form 10-Q for the quarter ended March 31, 2025, it no longer complied with the continued listing requirements under the timely filing criteria outlined in Nasdaq Listing Rule 5250(c)(1). On August 1, 2025, the Company submitted its plan to Nasdaq to regain compliance. On August 11, 2025, Nasdaq notified the Company that it would have until August 31, 2025 to file its Form 10-Q for the periods ended March 31, 2025 and June 30, 2025. In the event that the Company does not satisfy the terms of the exception, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Series Seed Preferred Stock Purchase 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: August 12, 2025 | ||
| By: | /s/ Robert J. Hariri | |
| Name: | Robert J. Hariri, M.D., Ph.D. | |
| Title: | Chairman and CEO | |
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