Celularity Inc. Form 8-K Summary
Business Context and Reporting Period
This Current Report on Form 8-K was filed by Celularity Inc. on August 12, 2025, covering events occurring on August 5, 2025. The Company is an emerging growth company incorporated in Delaware, with its principal executive offices in Florham Park, New Jersey. Its Class A Common Stock (CELU) and Warrants (CELUW) trade on The Nasdaq Stock Market LLC.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or debt levels. The only specific financial figure disclosed relates to a transaction in Item 1.01:
- Transaction Value: $2,890,250 in product purchase credits.
- Consideration: Issuance of 7,198.630 shares of Defeye, Inc.'s Series Seed-2 Preferred Stock.
Material Changes and Events
Material Definitive Agreement (Item 1.01): On August 5, 2025, Celularity entered into a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc. The Company received $2,890,250 in product purchase credits under a supply and distribution agreement in exchange for the issuance of Defeye's preferred stock.
Nasdaq Listing Compliance (Item 8.01): The Company received notice on May 28, 2025, of non-compliance with Nasdaq Listing Rule 5250(c)(1) due to the failure to timely file its Form 10-Q for the quarter ended March 31, 2025. On August 1, 2025, Celularity submitted a compliance plan. Nasdaq granted an extension until August 31, 2025, to file the Form 10-Q for the periods ended March 31, 2025, and June 30, 2025. Failure to meet this deadline may result in delisting.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on future performance, or specific risk factors beyond the immediate threat of delisting. The primary contingency identified is the potential delisting of the Company's securities if the required Form 10-Q filings are not submitted by August 31, 2025. In such an event, the Company may appeal the determination to a Hearings Panel.
Investor Verification Checklist
- Verify the status of the Form 10-Q filings for the quarters ended March 31, 2025, and June 30, 2025, to confirm compliance with the August 31, 2025, deadline.
- Review the full text of the Series Seed Preferred Stock Purchase Agreement (Exhibit 10.1) to understand the terms of the $2,890,250 product purchase credits.
- Monitor Nasdaq communications for any updates regarding the Company's listing status post-August 31, 2025.
- Confirm whether the issuance of Defeye, Inc. preferred stock impacts Celularity's capital structure or requires further disclosure in upcoming filings.