Celularity Inc. Files 8-K: Material Definitive Agreement
Ticker: CELUW · Form: 8-K · Filed: Aug 12, 2025 · CIK: 1752828
Sentiment: neutral
Topics: material-agreement, corporate-action, filing
Related Tickers: CELU
TL;DR
Celularity Inc. signed a big deal on Aug 5, 2025. 8-K filed.
AI Summary
Celularity Inc. entered into a material definitive agreement on August 5, 2025. The company, formerly known as GX Acquisition Corp., is incorporated in Delaware and operates in the pharmaceutical preparations sector. This filing is a current report on Form 8-K.
Why It Matters
This filing indicates a significant new agreement for Celularity Inc., which could impact its business operations and financial standing.
Risk Assessment
Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.
Key Numbers
- 001-38914 — SEC File Number (Identifies the company's filing with the SEC)
- 83-1702591 — IRS Employer Identification No. (Tax identification number for the company)
Key Players & Entities
- Celularity Inc. (company) — Registrant
- GX Acquisition Corp. (company) — Former company name
- August 5, 2025 (date) — Date of earliest event reported
- Delaware (jurisdiction) — State of incorporation
- Florham Park, New Jersey (location) — Business address
FAQ
What is the nature of the material definitive agreement entered into by Celularity Inc. on August 5, 2025?
The filing states that an "Entry into a Material Definitive Agreement" is an item of disclosure, but the specific details of the agreement are not provided in this excerpt.
When was Celularity Inc. formerly known as GX Acquisition Corp. and when did the name change occur?
The filing indicates the former company name was 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.
Where is Celularity Inc. headquartered?
Celularity Inc.'s business address is located at 170 Park Ave, Florham Park, New Jersey.
What is the filing date for this Form 8-K?
This Form 8-K was filed as of August 12, 2025, reporting events as of August 5, 2025.
Filing Stats: 678 words · 3 min read · ~2 pages · Grade level 10.1 · Accepted 2025-08-12 16:59:59
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
- $2,890,250 — ck ("Preferred Stock"), in exchange for $2,890,250 of product purchase credits pursuant to
Filing Documents
- form8-k.htm (8-K) — 45KB
- ex10-1.htm (EX-10.1) — 174KB
- 0001641172-25-023231.txt ( ) — 460KB
- celu-20250805.xsd (EX-101.SCH) — 4KB
- celu-20250805_def.xml (EX-101.DEF) — 26KB
- celu-20250805_lab.xml (EX-101.LAB) — 36KB
- celu-20250805_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 6KB
01 Entry into a Material Definitive Agreement
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.
01 Financial Statements and Exhibits
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). -2-
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: August 12, 2025 By: /s/ Robert J. Hariri Name: Robert J. Hariri, M.D., Ph.D. Title: Chairman and CEO -3-