UNITED
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On October 9, 2024, Celularity Inc., or Celularity, entered into an asset purchase agreement, or the Asset Purchase Agreement, with Sequence LifeScience, Inc., or Sequence, pursuant to which Celularity acquired Sequence’s Rebound™ full thickness placental-derived allograft matrix product, or the Product, and certain assets related thereto, collectively the Asset. The aggregate consideration paid for the Asset was $5,500,000, which consisted of (i) an upfront cash payment of $1,000,000 (ii) an aggregate of up to $4,000,000 in monthly milestone payments, or the Milestone Payments, and (iii) a credit of $500,000 for the previous payment made by Celularity to Sequence pursuant to that certain letter of intent between Celularity and Sequence dated August 16, 2024. Pursuant to the terms of the Asset Purchase Agreement, the Milestone Payments are calculated based on 20% of net sales collected by Celularity from its customers during the preceding calendar month, commencing the first full month after the closing of the transaction. The closing of the transaction occurred on October 9, 2024.
Concurrently with the execution of the Asset Purchase Agreement, Celularity entered into an exclusive supply agreement with Sequence for the manufacture and supply of the Product for a minimum period of six months. Celularity retains the right to manufacture the Product internally and intends to commence a technology transfer as soon as practicable.
The foregoing description of the terms of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the agreement, a copy of which Celularity intends to file with the Securities and Exchange Commission as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2024.
Item 8.01 Other Events
On October 16, 2024, Celularity issued a press release regarding the asset purchase agreement, which press release is filed as Exhibit 99.1 hereto and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 99.1 | Press Release dated October 16, 2024 | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL Document). |
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: October 16, 2024 | By: | /s/ Robert J. Hariri |
Robert J. Hariri, M.D., Ph.D. Chairman and CEO | ||