Form 8-K Celularity Inc For: Aug 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): August 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 1.01

Entry into a Material Definitive Agreement.

On August 21, 2023, Celularity Inc., or Celularity, entered into a Loan Agreement with its Chairman and Chief Executive Officer, Dr. Robert Hariri, and two unaffiliated lenders, providing for a loan in the aggregate principal amount of $3.0 million (of which Dr. Hariri contributed $1.0 million), or the Loan. The Loan bears interest at a rate of 15% per year, with the first year of interest being paid in kind on the last day of each month and matures August 21, 2024. Pursuant to the terms of the Loan, Celularity is required to apply the net proceeds from a subsequent transaction in which Celularity receives gross proceeds of $4.5M or more to repay the Loan. Celularity intends to use the net proceeds from the Loan for working capital and general corporate purposes.

Pursuant to the terms of the Loan, Celularity agreed to customary negative covenants restricting its ability to repay indebtedness, pay dividends to stockholders, repay or incur other indebtedness other than as permitted. In addition to the negative covenants in the Loan, the Loan includes customary events of default. The closing of the Loan is expected to occur on or around August 31, 2023 and is subject to the satisfaction of customary closing conditions.

The foregoing description of the Loan is not complete and is qualified in its entirety by reference to the full text of the Loan, which is filed as exhibit 10.1 to this current report on Form 8-K and is incorporated by reference herein.

 

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained above under Item 1.01 to the extent applicable is hereby incorporated by reference herein.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

 

10.1*		Loan Agreement, dated as of August 21, 2023, among Celularity Inc. and the lenders thereto.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

*	Certain portions of this exhibit have been omitted because they are not material and are the type of information that the registrant treats as private or confidential

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: August 25, 2023				By:		/s/ K. Harold Fletcher
						K. Harold Fletcher EVP, General Counsel