Celularity Inc. Files 8-K: Material Agreements and Equity Sales
Ticker: CELUW · Form: 8-K · Filed: Dec 23, 2025 · CIK: 1752828
Sentiment: neutral
Topics: material-agreement, financial-obligation, equity-sale
Related Tickers: CELU
TL;DR
Celularity Inc. signed new deals and sold stock on 12/19/25 - check the details.
AI Summary
On December 19, 2025, Celularity Inc. entered into a material definitive agreement and incurred a direct financial obligation. The company also reported unregistered sales of equity securities and other events. This filing follows a period where Celularity Inc. was formerly known as GX Acquisition Corp. before a name change on September 12, 2018.
Why It Matters
This 8-K filing indicates significant corporate actions by Celularity Inc., including new agreements and the issuance of equity, which could impact its financial standing and future operations.
Risk Assessment
Risk Level: medium — The filing details material definitive agreements, financial obligations, and unregistered equity sales, suggesting potential financial and operational shifts for the company.
Key Players & Entities
- Celularity Inc. (company) — Registrant
- GX Acquisition Corp. (company) — Former company name
- December 19, 2025 (date) — Date of earliest event reported
- September 12, 2018 (date) — Date of former company name change
FAQ
What specific material definitive agreement did Celularity Inc. enter into on December 19, 2025?
The filing indicates the entry into a material definitive agreement but does not specify the details of the agreement itself within the provided text.
What is the nature of the direct financial obligation incurred by Celularity Inc. on December 19, 2025?
The filing states that Celularity Inc. incurred a direct financial obligation, but the specific details of this obligation are not provided in the excerpt.
What type of equity securities were sold in the unregistered sales reported by Celularity Inc. on December 19, 2025?
The filing mentions unregistered sales of equity securities, but the specific type and details of these securities are not detailed in the provided text.
What were the 'Other Events' reported by Celularity Inc. on December 19, 2025?
The filing lists 'Other Events' as an item information category, but the specific events are not described in the provided text.
When did Celularity Inc. change its name from GX Acquisition Corp.?
Celularity Inc. changed its name from GX Acquisition Corp. on September 12, 2018.
Filing Stats: 2,758 words · 11 min read · ~9 pages · Grade level 14.4 · Accepted 2025-12-23 16:15:33
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
- $7,000,000 — missory Note in the principal amount of $7,000,000 (the "Senior Note") and a warrant to pu
- $8,400,000 — Company may sell up to an aggregate of $8,400,000 in principal amount of Senior Notes bef
- $2.00 — ny's Class A common stock at a price of $2.00 per share, subject to adjustment set fo
- $3,000,000 — missory note in the principal amount of $3,000,000 (the "Convertible Note" and together wi
- $2,000,000 — stor may purchase up to an aggregate of $2,000,000 of additional Convertible Notes, which
- $6,200,000 — Company may sell up to an aggregate of $6,200,000 in principal amount of Convertible Note
- $1.66 — A common stock at a conversion price of $1.66 per share, subject to adjustment and li
Filing Documents
- form8-k.htm (8-K) — 76KB
- ex4-1.htm (EX-4.1) — 88KB
- ex4-2.htm (EX-4.2) — 88KB
- ex10-1.htm (EX-10.1) — 316KB
- ex10-2.htm (EX-10.2) — 78KB
- ex10-3.htm (EX-10.3) — 184KB
- ex10-4.htm (EX-10.4) — 160KB
- ex10-5.htm (EX-10.5) — 320KB
- ex10-6.htm (EX-10.6) — 117KB
- ex10-7.htm (EX-10.7) — 202KB
- ex10-8.htm (EX-10.8) — 137KB
- ex10-9.htm (EX-10.9) — 54KB
- ex99-1.htm (EX-99.1) — 16KB
- 0001493152-25-029033.txt ( ) — 2402KB
- celu-20251219.xsd (EX-101.SCH) — 4KB
- celu-20251219_def.xml (EX-101.DEF) — 26KB
- celu-20251219_lab.xml (EX-101.LAB) — 36KB
- celu-20251219_pre.xml (EX-101.PRE) — 25KB
- form8-k_htm.xml (XML) — 5KB
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: December 23, 2025 By: /s/ Robert J. Hariri Name: Robert J. Hariri, M.D., Ph.D. Title: Chairman and CEO