UNITED STATES
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On December 19, 2025, Celularity Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in its definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 7, 2025. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1. Stockholders elected the following nominees to serve as the Class I Directors on the Company’s Board of Directors, to hold office until the Company’s annual meeting of stockholders in 2028, and until his or her successor has been duly elected and qualified or until his or her earlier death, resignation or removal. The voting results for the nominees were as follows:
| Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Peter Diamandis, M.D. | 4,710,208 | 9,890,022 | 4,855,923 | |||
| Diane Parks | 4,577,494 | 10,022,736 | 4,855,923 | |||
| Geoffrey Ling, M.D. | 5,094,809 | 9,505,421 | 4,855,923 |
Proposal 2. Stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 10,050,276 | 31,337 | 9,374,540 | - |
Proposal 3. Stockholders did not approve the amendment to the Company’s 2021 Equity Incentive Plan to increase the number of shares of common stock reserved and available for awards by 3,500,000 shares. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 4,342,023 | 890,138 | 9,368,069 | 4,855,923 |
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: | December 19, 2025 | By: | /s/ Robert J. Hariri |
Robert J. Hariri, M.D., Ph.D. Chairman and CEO |