Celularity Inc — Delisting Announcement 2024

Apr 22, 2024

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 17, 2024

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Celularity Inc.

(Exact name of registrant as specified in its charter)

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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

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 Exchange 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. ☐

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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As reported by Celularity Inc., or Celularity, in its Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission on April 1, 2024, Celularity was unable to file its Annual Report on Form 10-K for the year ended December 31, 2024, or the 2023 Form 10-K, within the prescribed time period. The extension provided under Rule 12b-25 expired on April 15, 2024.

On April 17, 2024, Celularity informed the Listing Qualifications department of the Nasdaq Stock Market LLC, or Nasdaq, that it failed to timely file its 2023 Form 10-K within the extension period provided by Rule 12b-25 because Celularity had not yet completed the preparation of the financial statements for the year ended December 31, 2023. On April 17, 2024, Nasdaq provided formal notice to Celularity that as a result of Celularity’s failure to timely file its 2023 Form 10-K, it no longer complied with the continued listing requirements under the timely filing criteria outlined in Nasdaq Listing Rule 5250(c)(1). Nasdaq’s notice has no immediate effect on the listing of Celularity’s common stock and warrants, which continue to trade on the Nasdaq Capital Market under the symbols “CELU” and “CELUW”, respectively.

Celularity is required to submit to Nasdaq a plan to regain compliance within 60 calendar days, or by June 17, 2024, and if accepted, Celularity has a period of 180 calendar days from the 2023 Form 10-K due date, or until or until October 14, 2024, to implement the plan to regain compliance. Celularity intends to submit a plan to Nasdaq within the 60-day period and will evaluate available options to regain compliance within the compliance period. However, there can be no assurance that Celularity will regain compliance within the compliance period or maintain compliance with the other Nasdaq listing requirements. If it appears to Nasdaq that Celularity will not be able to cure the deficiency, or if Celularity is otherwise not eligible, Nasdaq will provide notification that Celularity’s common stock will be subject to delisting.

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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.

| /s/
Robert J. Hariri |
| --- |
| Robert
J. Hariri, M.D., Ph.D. Chairman
and CEO |

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