Celularity Inc false 0001752828 0001752828 2021-12-17 2021-12-17 0001752828 us-gaap:CommonClassAMember 2021-12-17 2021-12-17 0001752828 us-gaap:WarrantMember 2021-12-17 2021-12-17

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): December 17, 2021

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, NJ |  | 07932
(Address of principal executive offices) |  | (Zip Code)

Registrant’s telephone number, including area code: (847) 562-4300

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 obligation 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 December 17, 2021, Celularity Inc. published an updated presentation regarding its ongoing Phase 1 clinical trial evaluating CYNK-001 for the treatment of Acute Myeloid Leukemia.

Copies of the presentation are filed as Exhibit 99.1 hereto.

Item 9.01 | Financial Statements and Exhibits.

(d) Exhibits:

99.1 |  | Presentation dated December 17, 2021.
104 |  | Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

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.

Date: December 17, 2021 |  |  |  | CELULARITY, INC.
|  |  |  | By: |  | /s/ Keary Dunn
|  |  |  | Name: |  | Keary Dunn
|  |  |  | Title: |  | General Counsel