Celularity Inc false 0001752828 0001752828 2023-11-21 2023-11-21 0001752828 us-gaap:CommonStockMember 2023-11-21 2023-11-21 0001752828 us-gaap:WarrantMember 2023-11-21 2023-11-21

 

 

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): November 21, 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.  ☐

 

 

 

Item 3.01

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

As reported by Celularity Inc. (the “Company) in its Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission on November 14, 2023, the Company was unable to file its Form 10-Q for the quarter ended September 30, 2023 (the “Q3 2023 Form 10-Q”) within the prescribed time period. The extension provided under Rule 12b-25 expired on November 20, 2023.

On November 21, 2023, the Company informed the Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) that it failed to timely file its Q3 2023 Form 10-Q within the extension period provided by Rule 12b-25 because the Company had not yet completed the preparation of the financial statements, including its goodwill impairment testing for the quarter ended September 30, 2023. On November 21, 2023, Nasdaq provided formal notice to the Company that as a result of the Company’s failure to timely file its Q3 2023 10-Q, 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 the Company’s common stock and warrants, which continue to trade on the Nasdaq Capital Market under the symbols “CELU” and “CELUW”, respectively.

The Company is required to submit to Nasdaq a plan to regain compliance within 60 calendar days, or by January 22, 2024, and if accepted, the Company has a period of 180 calendar days from the Q3 2023 Form 10-Q due date, or until or until May 20, 2024, to implement the plan to regain compliance. The Company 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 the Company will regain compliance within the compliance period, or maintain compliance with the other Nasdaq listing requirements. As previously disclosed, the Company is currently not in compliance with Nasdaq’s minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5450(a)(1) and has until March 11, 2024, to regain compliance. If the Company chooses to implement a reverse stock split, it must be completed no later than 10 business days prior to March 11, 2024 to timely regain compliance. If it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notification that the Company’s common stock will be subject to delisting.

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: November 24, 2023     By:  

/s/ David C. Beers

      David C. Beers
      Chief Financial Officer
v3.23.3
Document and Entity Information
Nov. 21, 2023
Document And Entity Information [Line Items]  
Entity Registrant Name Celularity Inc
Amendment Flag false
Entity Central Index Key 0001752828
Document Type 8-K
Document Period End Date Nov. 21, 2023
Entity Incorporation State Country Code DE
Entity 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
City Area Code (908)
Local Phone Number 768-2170
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Common Stock [Member]  
Document And Entity Information [Line Items]  
Security 12b Title Class A Common Stock, $0.0001 par value per share
Trading Symbol CELU
Security Exchange Name NASDAQ
Warrant [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
Trading Symbol CELUW
Security Exchange Name NASDAQ
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