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    Celularity Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits

    6/10/25 4:30:22 PM ET
    $CELU
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $CELU alert in real time by email
    false 0001752828 0001752828 2025-06-10 2025-06-10 0001752828 CELU:ClassCommonStock0.0001ParValuePerShareMember 2025-06-10 2025-06-10 0001752828 CELU:WarrantsEachExercisableForOnetenthOfOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember 2025-06-10 2025-06-10 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): June 10, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

     

    On June 10, 2025, Celularity Inc. (the “Company”) terminated the employment of David Beers, its Chief Financial Officer without cause pursuant to Section 6.2 of the Amended and Restated Employment Agreement dated as of April 1, 2022 between the Company and Mr. Beers, as amended (the “Agreement”). Mr. Beer’s termination was not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices. Mr. Beers will be entitled to the payments and benefits provided for in the Agreement with respect to a termination without cause, subject to his execution of a general release.

     

    On June 10, 2025, the Company appointed Joseph DosSantos, its current Senior Vice President Finance, as the Company’s interim CFO while the Company conducts a search for a new CFO. Mr. DosSantos will continue to serve as the Company’s Senior Vice President Finance during his time as interim CFO and will not receive any additional compensation in connection with his role as interim CFO.

     

    A press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     

    Item 9.01 Financial Statements and Exhibits.

     

    (d) Exhibits

     

    Exhibit No.   Description
       
    99.1  

    Press Release dated June 10, 2025

    104   Cover Page Interactive Data File (Embedded within the Inline XBRL document)

     

    -2-

     

     

    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: June 10, 2025  
      By:

    /s/ Robert J. Hariri

      Name: Robert J. Hariri, M.D., Ph.D.
      Title: Chairman and CEO

     

    -3-

     

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