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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): August 29, 2023

 

 

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 8.01

Other Events.

 

On Augst 29, 2023, Celularity Inc., or Celularity, issued a press release announcing a multi-year research collaboration services agreement with Regeneron Pharmaceuticals, Inc., or Regeneron, to support the research of Regeneron’s allogenic cell therapy candidates. Under the terms of the collaboration, Celularity will support the development of Regeneron’s targeted allogeneic gamma delta chimeric antigen receptor (CAR) T-cell therapy designed to enhance proliferation and potency against solid tumors.

A copy of the press release is attached to this current report on Form 8-K as Exhibit 99.1 and incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits:

 

 

 

99.1

Press Release dated August 29, 2023

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:

August 29, 2023

By:

/s/ K. Harold Fletcher

 

 

 

K. Harold Fletcher
EVP, General Counsel