Celularity Inc. Files 8-K: Material Agreements & Equity Sales
Ticker: CELUW · Form: 8-K · Filed: Oct 28, 2025 · CIK: 1752828
| Field | Detail |
|---|---|
| Company | Celularity Inc (CELUW) |
| Form Type | 8-K |
| Filed Date | Oct 28, 2025 |
| Risk Level | medium |
| Pages | 7 |
| Reading Time | 8 min |
| Key Dollar Amounts | $0.0001, $11.50, $6,666,667, $1.111111, $3.00 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, equity-sale, corporate-action
Related Tickers: CELU
TL;DR
Celularity Inc. filed an 8-K detailing material agreements, equity sales, and corporate changes.
AI Summary
Celularity Inc. entered into a material definitive agreement on October 24, 2025. The company also reported on unregistered sales of equity securities and amendments to its articles of incorporation or bylaws. This filing also includes financial statements and exhibits.
Why It Matters
This 8-K filing indicates significant corporate actions by Celularity Inc., including new agreements and equity transactions, which could impact its financial structure and future operations.
Risk Assessment
Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.
Key Players & Entities
- Celularity Inc. (company) — Registrant
- GX Acquisition Corp. (company) — Former Company Name
- October 24, 2025 (date) — Date of earliest event reported
FAQ
What type of material definitive agreement did Celularity Inc. enter into?
The filing states that Celularity Inc. entered into a material definitive agreement, but the specific details of the agreement are not provided in this excerpt.
What is the significance of the 'Unregistered Sales of Equity Securities' item?
This indicates that Celularity Inc. has sold equity securities that were not registered with the SEC, which may have implications for the purchasers and the company.
When was Celularity Inc. formerly known as GX Acquisition Corp. and when did the name change occur?
Celularity Inc. was formerly known as GX Acquisition Corp., and the date of the name change was September 12, 2018.
What is Celularity Inc.'s Standard Industrial Classification (SIC) code?
Celularity Inc.'s SIC code is 2834, which corresponds to Pharmaceutical Preparations.
What are the key items reported in this 8-K filing?
The key items reported are Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, and Financial Statements and Exhibits.
Filing Stats: 1,950 words · 8 min read · ~7 pages · Grade level 13.3 · Accepted 2025-10-28 09:29:43
Key Financial Figures
- $0.0001 — hich registered Class A Common Stock, $0.0001 par value per share CELU The Nasdaq
- $11.50 — A Common Stock at an exercise price of $11.50 per share CELUW The Nasdaq Stock Ma
- $6,666,667 — with an aggregate stated value of up to $6,666,667, and accompanying warrants to purchase
- $1.111111 — referred Share having a stated value of $1.111111 per share, and the Warrants will be iss
- $3.00 — sing, with an initial exercise price of $3.00 per share, subject to adjustment as set
- $1.60 — ion, but not less than a floor price of $1.60 per share, subject to adjustments as de
- $2,000,000 — ranches as follows: Initial Tranche : $2,000,000 in gross proceeds (90% of $2,222,222 St
- $2,222,222 — : $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value) Second Tranche : $2,000
- $2 m — cement are expected to be approximately $2 million, before deducting placement agent
Filing Documents
- form8-k.htm (8-K) — 65KB
- ex3-1.htm (EX-3.1) — 129KB
- ex4-1.htm (EX-4.1) — 120KB
- ex4-2.htm (EX-4.2) — 146KB
- ex10-1.htm (EX-10.1) — 330KB
- ex10-2.htm (EX-10.2) — 124KB
- ex10-3.htm (EX-10.3) — 143KB
- 0001493152-25-019839.txt ( ) — 1483KB
- celu-20251024.xsd (EX-101.SCH) — 4KB
- celu-20251024_def.xml (EX-101.DEF) — 26KB
- celu-20251024_lab.xml (EX-101.LAB) — 36KB
- celu-20251024_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 6KB
SIGNATURES
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 . Dated: October 28, 2025 By: /s/ Robert J. Hariri Name: Robert J. Hariri, M.D., Ph.D. Title: Chairman and CEO