CELU Celularity Inc

 

 

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 31, 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. ☐

 

 

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Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 31, 2023, Andrew C. von Eschenbach, M.D., a Class I member of the board of directors of Celularity Inc., or Celularity, notified the board of directors of his intention to resign as a member of the board and all committees thereof effective August 31, 2023. Dr. von Eschenbach’s decision to resign was not due to any disagreement with Celularity on any matter, or relating to its operations, policies, or practices.

 

On August 31, 2023, upon recommendation of the nominating and corporate governance committee of the board, the board appointed Geoffrey Shiu Fei Ling, M.D., as a Class I director to fill the vacancy left by the resignation of Dr. von Eschenbach, to serve until his successor is elected and qualified, or, if earlier, until his death, disability, resignation, disqualification or removal. Dr. Ling was not selected by the board to serve as a director pursuant to any arrangement or understanding with any person.

 

Dr. Ling will receive compensation as a non-employee director in accordance with Celularity’s non-employee director compensation practices as described in Celularity’s definitive proxy statement for the 2023 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on May 1, 2023. In this regard, Dr. Ling was granted an option to purchase shares of Celularity’s Class A common stock having a value of $300,000 on the grant date, or 1,250,000 shares, under Celularity’s 2021 Equity Incentive Plan, or the 2021 Plan. The shares underlying the option will vest in three successive equal annual installments measured from the date of grant, subject to Dr. Ling’s continuous service (as defined in the 2021 Plan) through the applicable vesting dates. The option has an exercise price of $0.324 per share (the closing sales price of Celularity’s Class A common stock on August 31, 2023 as reported on the Nasdaq Capital Market) and a term of 10 years, subject to earlier termination following Dr. Ling’s cessation of continuous service.

 

In connection with Dr. Ling’s appointment to the board of directors, Celularity entered into its standard indemnification agreement with Dr. Ling, which requires Celularity, under the circumstances and to the extent provided for therein, to indemnify Dr. Ling to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by her in certain circumstances.

 

Item 7.01	Regulation FD Disclosures.

 

On September 7, 2023, Celularity issued a press release announcing Dr. Ling’s appointment to the Board and the departure of Dr. von Eschenbach. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings.

 

Item 9.01	Financial Statements and Exhibits.

 

(d) Exhibits:

99.1		Press Release dated September 7, 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:	September 7, 2023	By:	/s/ Robert J. Hariri
			Robert J. Hariri, M.D., Ph.D. Chairman and Chief Executive Officer

 

 

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Exhibit 99.1

Celularity Appoints Geoffrey Shiu Fei Ling, M.D., Ph.D. to its Board of Directors

 

Pharmaceutical and Academic Veteran Brings Significant Innovative Technology and Development Expertise Launching New Cellular Therapies

 

FLORHAM PARK, N.J., September 7, 2023 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (Celularity), a biotechnology company developing placental-derived off-the-shelf allogeneic cell therapies and advanced biomaterial products, today announced the appointment of Geoffrey Shiu Fei Ling, M.D., Ph.D. to its Board of Directors. Dr. Ling, a distinguished academic and military physician-scientist with a strong background in regenerative medicine and a deep commitment to advancing healthcare, will bring invaluable expertise and insights to Celularity as it continues to pioneer innovative therapies for patients in need.

 

Throughout his career, Dr. Ling has made significant contributions to regenerative medicine and stem cell therapy, earning him recognition as a thought leader in these areas. He has published numerous research papers on innovative cellular therapies. His profound understanding of the intricate biological processes underpinning cell-based treatments makes him an ideal addition to Celularity's Board of Directors. Leveraging Dr. Ling’s outside perspective and deep expertise in stem cell therapy, Celularity hopes to unlock the full potential of placental-derived cells and tissues.

 

“We are honored to welcome Geoff to the Celularity Board of Directors,” said Robert J. Hariri, M.D., Ph.D., founder, Chairman and Chief Executive Officer of Celularity. “We believe Geoff’s decades-long success record in academia, the military, government and the biopharmaceutical industry will serve Celularity well as we look to progress our pipeline of investigational products to deliver ‘off-the-shelf’ cellular and regenerative therapies faster, more reliably, and at greater scale to more patients. I have long admired Geoff’s career and contributions to medicine and biotechnology, his service to our nation, and have been privileged to share some common background in our careers.”

 

Dr. Ling commented on his new role, "I am thrilled to join the board of Celularity, a company known for its groundbreaking work in cellular therapies. I look forward to collaborating with my fellow board members and the talented team at Celularity to further advance the development of transformative treatments that have the potential to change lives."

 

Dr. Ling brings more than 30 years of experience in pharmaceutical, governmental, and academic organizations to his new role. Most recently, he co-founded On Demand Pharmaceuticals – developing advanced, miniaturized, and automated pharmaceutical manufacturing systems that create from precursors to final formulated drugs. He also serves as a Professor of Neurology and an Attending Neurocritical Care physician at Johns Hopkins University and Hospital and the Uniformed Services University of the Health Science (USUHS). Dr. Ling previously served as the Founding Director of the Biological Technologies Office at the Defense Advanced Research Projects Agency (DARPA) and as Assistant Director for Medical Innovation of the Science Division in President Obama’s White House Office of Science and Technology Policy (OSTP). He is a retired U.S. Army colonel who served for 27 years and was deployed to Iraq and Afghanistan.

 

Dr. Ling obtained his medical degree from Georgetown University and his doctorate in Pharmacology is from Cornell University. He was a postdoctoral research fellow at Memorial Sloan Kettering Cancer Center, completed his neurology residency at Walter Reed Army Medical Center, and his Neuro Critical

 

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Care fellowship at Johns Hopkins. Dr. Ling has published over two hundred peer-reviewed articles, book chapters and reviews. He is a member of the honor societies of Alpha Omega Alpha, Sigma Xi, and the Military Medical Order of Merit. He is a fellow of the American Neurological Association, American Academy of Neurology and Neurocritical Care Society. Dr. Ling is a member of the Society for Critical Care Medicine, the American Society of Pharmacology and Experimental Therapeutics, and AMSUS (the Association of Military Surgeons of the United States).

 

Celularity also announced today that Andrew von Eschenbach, M.D., will step down from his position on the Board of Directors. “I want to thank Andy for his service as a director since Celularity’s formation and for his advice and guidance during this important period of the company,” said Hariri. “Celularity would not exist had I not had the support and counsel of Dr. von Eschenbach and for that I am deeply grateful. We have made significant clinical and therapeutic advancements in the last six years and are indebted for the role he helped to play in positioning Celularity for continued success.”

 

 

About Celularity

 

Celularity Inc. (Nasdaq: CELU) headquartered in Florham Park, N.J., is a biotechnology company leading the next evolution in cellular and regenerative medicine by developing allogeneic cryopreserved off-the-shelf placental-derived cell therapies, including therapeutic programs using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified natural killer (NK) cells. These therapeutic programs target indications in autoimmune, infectious and degenerative diseases, and cancer. In addition, Celularity develops, manufactures and commercializes innovative biomaterial products also derived from the postpartum placenta. Celularity believes that by harnessing the placenta’s unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies.

 

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995, as well as within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and the negative of terms like these or other comparable terminology, and other words or terms of similar meaning. The forward-looking statements in this press release include statements regarding Celularity’s ability to progress its pipeline of investigational products to deliver ‘off-the-shelf’ cellular and regenerative therapies faster, more reliably, and at greater scale to more patients, among others. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including the inherent risks in biotechnological development, the risks associated with Celularity’s current liquidity, developments relating to the biotechnology industry, along with those risk factors set forth under the caption “Risk Factors” in Celularity’s annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 31, 2023, and other filings with the SEC. These risks and uncertainties may be amplified by current economic situations, including

 

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inflation, supply chain issues and overall economic uncertainty. If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Celularity does not presently know, or that Celularity currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, these forward-looking statements reflect Celularity’s current expectations, plans, or forecasts of future events and views as of the date of this communication. Subsequent events and developments could cause assessments to change. Accordingly, forward-looking statements should not be relied upon as representing Celularity’s views as of any subsequent date, and Celularity undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 

To learn more, visit celularity.com

 

 

Celularity Media/Investor Contact:

 

Carlos Ramirez, SVP Investor Relations

Celularity

carlos.ramirez@celularity.com

 

 

Factory PR
celularity@factorypr.com 

 

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Document and Entity Information	Aug. 31, 2023
Document And Entity Information [Line Items]
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Entity Central Index Key	0001752828
Document Type	8-K
Document Period End Date	Aug. 31, 2023
Entity Incorporation State Country Code	DE
Securities Act File Number	001-38914
Entity Tax Identification Number	83-1702591
Entity Address, Address Line One	170 Park Ave
Entity Address, City or Town	Florham Park
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07932
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Document And Entity Information [Line Items]
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Trading Symbol	CELU
Security Exchange Name	NASDAQ
Warrants Each Exercisable For One Share Of Class A Common Stock At An Exercise Price Of 11.50 Per Share [Member]
Document And Entity Information [Line Items]
Security 12b Title	Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
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Security Exchange Name	NASDAQ

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