Celularity Inc — Regulatory Filings 2025

Aug 12, 2025

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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 5, 2025

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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.)

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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. ☐

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Item 1.01 Entry into a Material Definitive Agreement

On August 5, 2025, Celularity Inc. (the “Company”) entered into a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc. (“Issuer”) for the issuance of 7,198.630 shares of the Issuer’s Series Seed-2 Preferred Stock (“Preferred Stock”), in exchange for $2,890,250 of product purchase credits pursuant to a supply and distribution agreement between the Company and the Issuer.

The foregoing descriptions of terms and conditions of the Series Seed Preferred Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Series Seed Preferred Stock Purchase Agreement which is attached hereto as Exhibit 10.1.

Item 8.01 Other Events

On May 28, 2025, the Company received notice from the Listings Qualification Staff of Nasdaq that as a result of its failure to timely file its quarterly report on Form 10-Q for the quarter ended March 31, 2025, it no longer complied with the continued listing requirements under the timely filing criteria outlined in Nasdaq Listing Rule 5250(c)(1). On August 1, 2025, the Company submitted its plan to Nasdaq to regain compliance. On August 11, 2025, Nasdaq notified the Company that it would have until August 31, 2025 to file its Form 10-Q for the periods ended March 31, 2025 and June 30, 2025. In the event that the Company does not satisfy the terms of the exception, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Form of Series Seed Preferred Stock Purchase Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

Dated:
August 12, 2025
By:	/s/
Robert J. Hariri
Name:	Robert
J. Hariri, M.D., Ph.D.
Title:	Chairman
and CEO

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