Form 8-K - Current report

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): February 16, 2024

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

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 Exchange 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed in a current report on Form 8-K filed on January 17, 2024, Celularity Inc., or Celularity, entered into a securities purchase agreement, or SPA, with Dragasac Limited dated January 12, 2024. As a condition of the SPA, Celularity agreed to implement certain changes to the executive compensation program in effect for members of Celularity’s executive leadership team. Accordingly, Celularity implemented a 15% across the board reduction in the annual base salary rate of the members of its executive leadership team for the year ended December 31, 2024, except for Dr. Hariri, who voluntarily elected to reduce his annual base salary rate for the year ended December 31, 2024 by 85%.

As contemplated by the SPA, Celularity entered into amendments to the employment agreements with each of David Beers, Stephen Brigido, D.P.M., K. Harold Fletcher, Esq., John Haines and Adrian Kilcoyne, M.D. and other members of its executive leadership team to implement the across the board 15% base salary reductions effective as of February 16, 2024, resulting in the annual base salary rates for the 2024 year set forth in the table below. Payment of each executive’s base salary at the rate in effect prior to the reductions will resume on January 1, 2025.

Executive	2024 Base Salary
David Beers	$	361,250.00
Stephen Brigido, D.P.M.	$	361,250.00
K. Harold Fletcher, Esq.	$	323.000.00
John Haines	$	425,000.00
Adrian Kilcoyne, M.D.	$	403,750.00

As previously disclosed in a current report on Form 8-K filed on January 30, 2023, Dr. Hariri previously agreed to temporarily suspend full payment of his 2023 base salary pursuant to his employment agreement until as late as December 31, 2023. In order to implement the requirement in the SPA that Dr. Hariri not be paid the $1,087,611.83 in base salary that was otherwise due to him for the 2023 calendar year unless Celularity raises additional cash through offerings of equity securities with aggregate net proceeds equal or greater to $21.0 million at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A common stock and PIPE Warrant purchased by Dragasac Limited pursuant to the SPA in compliance with the requirements of Internal Revenue Code Section 409A, the compensation committee of Celularity’s board of directors approved a cash bonus program, or bonus program, effective February 16, 2024, pursuant to which Dr. Hariri will be paid 125% of the unpaid base salary upon the satisfaction of the foregoing performance conditions. Accordingly, Celularity and Dr. Hariri entered into a second amendment to Dr. Hariri’s employment agreement implementing the 85% base salary reduction effective as of February 16, 2024 and documenting the bonus program. As a result of the reduction, Dr. Hariri’s annual rate of base salary for the 2024 year will be $180,000. Payment of Dr. Hariri’s base salary at the rate in effect prior to the reduction will resume on January 1, 2025.

As contemplated by the SPA, the compensation committee of Celularity’s board of directors approved, effective February 16, 2024, stock option grants under Celularity’s 2021 Equity Incentive Plan, or the 2021 Plan, to Celularity’s executive officers to purchase the number of option shares set forth in the table below, as well as grants to Celularity’s other members of the executive leadership team. Such options will have an exercise price per share equal to the closing price of Celularity’s common stock on February 16, 2024, vest quarterly over a one-year period measured from the grant date, have a term of 10 years, and be evidenced by Celularity’s standard form option agreement under the 2021 Plan.

Executive	Stock Options
Robert J. Hariri, M.D., Ph.D.		2,937,788
David Beers		183,612
Stephen Brigido, D.P.M.		183,612
K. Harold Fletcher, Esq.		164,171
John Haines		216,014
Adrian Kilcoyne, M.D.		205,213

The foregoing summary of the terms and conditions of the amendments to each such employment agreement is qualified in its entirety by reference to the full text of such agreements, which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Second Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated January 7, 2021 by and between Celularity Inc. and Robert J. Hariri.
10.2		Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated as of April 1, 2022 by and between Celularity Inc. and David Beers.
10.3		Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated as of April 1, 2022 by and between Celularity Inc. and Stephen Brigido.
10.4		Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated as of April 1, 2022 by and between Celularity Inc. and John Haines.
10.5		Amendment dated February 16, 2024 to the Employment Agreement dated as of September 29, 2022 by and between Celularity Inc. and Adrian Kilcoyne.
10.6		Amendment dated February 16, 2024 to the Employment Agreement dated as of July 13, 2022 by and between Celularity Inc. and K. Harold Fletcher.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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:	February 21, 2024	By:	/s/ Robert Hariri
			Robert J. Hariri, MD, PhD
			Chairman & CEO

Exhibit 10.1

Second Amendment to the January 7, 2021 Amended and Restated Employment Agreement between Celularity Inc. and Robert J. Hariri, MD PhD

This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and Robert J. Hariri, MD, PhD (“Executive”) (collectively the “Parties”).

WHEREAS, on January 7, 2021, the Parties entered into an Amended and Restated Employment Agreement, as further amended by the Parties on January 27, 2023 (the “Employment Agreement”). Capitalized terms, to the extent not defined herein, shall be as defined in the Employment Agreement;

WHEREAS, the Employment Agreement provides that Executive’s annual Base Salary is subject to review and adjustment from time to time by the Company in its sole discretion;

WHEREAS, the January 27, 2023 amendment to the Employment Agreement provides, among other things, that (i) the Company will decrease the portion of Executive’s Base Salary payable to Executive in accordance with the Company’s standard payroll practices from the Prior Base Salary to the Revised Base Salary, with the difference between the Prior Base Salary and the Revised Base Salary (the “Deferred Amount”) to become due and payable to Executive on December 31, 2023, and (ii) Payment of Executive’s Prior Base Salary shall resume effective January 1, 2024;

WHEREAS, the Deferred Amount was not paid to Executive on or before December 31, 2023 and remains an outstanding obligation of the Company;

WHEREAS, in order to comply with Section 4.15(b) of the Securities Purchase Agreement dated January 12, 2024 between the Company and Dragasac Limited, a company incorporated in the Isle of Man (the “SPA”) the Board has determined that the Executive’s Prior Base Salary rate shall be reduced by eighty-five percent (85%) for the year ended December 31, 2024 effective February 11, 2024;

WHEREAS, In order to implement the requirement in Section 4.15(c) of the SPA that Executive not be paid the Deferred Amount that was otherwise due to him for the 2023 calendar year unless the Company raises additional cash through offerings of equity securities with aggregate net proceeds equal to or greater than $21.0 million at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A common stock and PIPE Warrant purchased by Dragasac Limited pursuant to the SPA (the “Performance Condition”) in compliance with the requirements of Internal Revenue Code Section 409A, the Company’s board of directors has approved a cash bonus program pursuant to which Executive shall receive 125% of the Deferred Amount upon the satisfaction of the Performance Condition, subject to the Parties entering into this Agreement;

WHEREAS, this Agreement is being entered into in accordance with Section 4.15(b) and (c) of the SPA.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:

	1.	Effective February 16, 2024, the Company will decrease the portion of Executive’s Base Salary payable to Executive in accordance with the Company’s standard payroll practices from the Prior Base Salary to $180,000 per year, less applicable withholdings.

	2.	Payment of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January 1, 2025.

	3.	By signing this Agreement, Executive acknowledges and agrees that Executive shall have no further entitlement to receive the Deferred Amount, and Executive shall be eligible to receive a lump sum cash payment in the amount of 125% of the Deferred Amount, less applicable withholdings (the “Cash Bonus”), solely upon the Company’s satisfaction of the Performance Condition. In the event the Performance Condition is satisfied, the Cash Bonus shall be paid to Executive within thirty (30) days following the date the Performance Condition is satisfied, as determined by the board of directors of the Company in its sole discretion.

	4.	By signing this Agreement, Executive acknowledges and agrees that the reduction in the payment of Executive’s Base Salary to the Revised Base Salary rate is being implemented with Executive’s prior written consent and as a broad based reduction in the base salaries of all members of the Company’s executive management, and shall not constitute “Good Reason”(as defined in any agreement between Executive and the Company or any of its affiliates, including, but not limited to, the Employment Agreement and any outstanding equity award) for the Executive to obtain designated benefits from the Company in connection with such resignation or the breach of any obligation of the Company or any of its affiliates.

	5.	In the event of Executive’s termination of employment by the Company without Cause or resignation under circumstances that constitute Good Reason under the terms of the Employment Agreement, any severance pay to which Executive may become entitled shall be calculated based on the Prior Base Salary rate, without regard to the reduction in base salary contemplated by this Agreement.

	6.	Except as otherwise provided herein, nothing in this Agreement constitutes a waiver of any other compensation or benefits to which Executive may be entitled or a waiver of any of Executive’s rights under any agreement between Executive and the Company or any of its affiliates or any program, plan, or arrangement of the Company or any of its affiliates.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date set forth below.

		Robert J. Hariri, MD, PhD, an individual

Dated:	February 16, 2024	/s/ Robert Hariri

		CELULARITY INC.

Dated:	February 16, 2024	By	/s/ K. Harold Fletcher
			K. Harold Fletcher
			EVP, General Counsel

[Signature Page to Second Amendment to the January 7, 2021 Amended and Restated Employment Agreement]

Exhibit 10.2

Amendment to the April 1, 2022 Amended and Restated Employment Agreement between Celularity Inc. and David Beers

This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and David Beers (“Executive”) (collectively the “Parties”).

WHEREAS, on April 1, 2022, the Parties entered into an Amended and Restated Employment Agreement (the “Employment Agreement”);

WHEREAS, the Employment Agreement provides that Executive’s annual Base Salary (as that term is defined in the Employment Agreement) is subject to review and adjustment from time to time by the Company in its sole discretion; and

WHEREAS, in order to comply with Section 4.15(a) of the Securities Purchase Agreement dated January 12, 2024 between the Company and Dragasac Limited, a company incorporated in the Isle of Man (the “SPA”) the Board has determined that the base salary of each member of the Company’s executive leadership team, including all employees of the Company with a title of Senior Vice President and Above (excluding Dr. Robert Hariri, whose salary will be subject to greater reduction) shall be reduced by fifteen percent (15%) for the year ended December 31, 2024;

WHEREAS, this Agreement is being entered into in accordance with Section 4.15(a) of the SPA.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:

	1.	Effective February 16, 2024, the Company will decrease the portion of Executive’s Base Salary payable to Executive in accordance with the Company’s standard payroll practices from $425,000.00 per year (the “Prior Base Salary”) to $361,250.00 per year, less applicable withholdings (the “Revised Base Salary”).

	2.	Payment of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January 1, 2025.

	3.	By signing this Agreement, Executive acknowledges and agrees that the reduction in the payment of Executive’s Base Salary to the Revised Base Salary rate is being implemented with Executive’s prior written consent and as a broad based reduction in the base salaries of all members of the Company’s executive management, and shall not constitute “Good Reason”(as defined in any agreement between Executive and the Company or any of its affiliates, including, but not limited to, the Employment Agreement and any outstanding equity award) for the Executive to obtain designated benefits from the Company in connection with such resignation or the breach of any obligation of the Company or any of its affiliates.

	4.	In the event of Executive’s termination of employment by the Company without Cause or resignation under circumstances that constitute Good Reason under the terms of the Employment Agreement, any severance pay to which Executive may become entitled shall be calculated based on the Prior Base Salary rate, without regard to the reduction in base salary contemplated by this Agreement.

	5.	Except as otherwise provided herein, nothing in this Agreement constitutes a waiver of any other compensation or benefits to which Executive may be entitled or a waiver of any of Executive’s rights under any agreement between Executive and the Company or any of its affiliates or any program, plan, or arrangement of the Company or any of its affiliates.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

		David Beers, an individual

Dated:	February 16, 2024	/s/ David Beers
		David C. Beers

		CELULARITY INC.

Dated:	February 16, 2024	By	/s/ Robert Hariri
			Robert J. Hariri, MD, PhD
			Chief Executive Officer

Exhibit 10.3

Amendment to the April 1, 2022 Amended and Restated Employment Agreement between Celularity Inc. and Stephen Brigido

This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and Stephen A. Brigido, DPM (“Executive”) (collectively the “Parties”).

WHEREAS, on April 1, 2022, the Parties entered into an Amended and Restated Employment Agreement (the “Employment Agreement”);

WHEREAS, this Agreement is being entered into in accordance with Section 4.15(a) of the SPA.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:

	1.	Effective February 16, 2024, the Company will decrease the portion of Executive’s Base Salary payable to Executive in accordance with the Company’s standard payroll practices from $425,000.00 per year (the “Prior Base Salary”) to $361,250.00 per year, less applicable withholdings (the “Revised Base Salary”).

	2.	Payment of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January 1, 2025.

	3.	By signing this Agreement, Executive acknowledges and agrees that the reduction in the payment of Executive’s Base Salary to the Revised Base Salary rate is being implemented with Executive’s prior written consent and as a broad based reduction in the base salaries of all members of the Company’s executive management, and shall not constitute “Good Reason”(as defined in any agreement between Executive and the Company or any of its affiliates, including, but not limited to, the Employment Agreement and any outstanding equity award) for the Executive to obtain designated benefits from the Company in connection with such resignation or the breach of any obligation of the Company or any of its affiliates.

	4.	In the event of Executive’s termination of employment by the Company without Cause or resignation under circumstances that constitute Good Reason under the terms of the Employment Agreement, any severance pay to which Executive may become entitled shall be calculated based on the Prior Base Salary rate, without regard to the reduction in base salary contemplated by this Agreement.

	5.	Except as otherwise provided herein, nothing in this Agreement constitutes a waiver of any other compensation or benefits to which Executive may be entitled or a waiver of any of Executive’s rights under any agreement between Executive and the Company or any of its affiliates or any program, plan, or arrangement of the Company or any of its affiliates.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

		Stephen Brigido, an individual

Dated:	February 16, 2024	/s/ Stephen Brigido
		Stephen A. Brigido, DPM

		CELULARITY INC.

Dated:	February 16, 2024	By	/s/ Robert Hariri
			Robert J. Hariri, MD, PhD
			Chief Executive Officer

Exhibit 10.4

Amendment to the April 1, 2022 Amended and Restated Employment Agreement between Celularity Inc. and John Haines

This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and John R. Haines (“Executive”) (collectively the “Parties”).

WHEREAS, on April 1, 2022, the Parties entered into an Amended and Restated Employment Agreement (the “Employment Agreement”);

WHEREAS, this Agreement is being entered into in accordance with Section 4.15(a) of the SPA.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:

Effective February 16, 2024, the Company will decrease the portion of Executive’s Base Salary payable to Executive in accordance with the Company’s standard payroll practices from $500,000.00 per year (the “Prior Base Salary”) to $425,000.00 per year, less applicable withholdings (the “Revised Base Salary”).

Payment of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January 1, 2025.

By signing this Agreement, Executive acknowledges and agrees that the reduction in the payment of Executive’s Base Salary to the Revised Base Salary rate is being implemented with Executive’s prior written consent and as a broad based reduction in the base salaries of all members of the Company’s executive management, and shall not constitute “Good Reason”(as defined in any agreement between Executive and the Company or any of its affiliates, including, but not limited to, the Employment Agreement and any outstanding equity award) for the Executive to obtain designated benefits from the Company in connection with such resignation or the breach of any obligation of the Company or any of its affiliates.

In the event of Executive’s termination of employment by the Company without Cause or resignation under circumstances that constitute Good Reason under the terms of the Employment Agreement, any severance pay to which Executive may become entitled shall be calculated based on the Prior Base Salary rate, without regard to the reduction in base salary contemplated by this Agreement.

Except as otherwise provided herein, nothing in this Agreement constitutes a waiver of any other compensation or benefits to which Executive may be entitled or a waiver of any of Executive’s rights under any agreement between Executive and the Company or any of its affiliates or any program, plan, or arrangement of the Company or any of its affiliates.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

		John Haines, an individual

Dated:	February 16, 2024	/s/ John Haines
		John R. Haines

		CELULARITY INC.

Dated:	February 16, 2024	By	/s/ Robert Hariri
			Robert J. Hariri, MD, PhD
			Chief Executive Officer

Exhibit 10.5

Amendment to the September 29, 2022 Employment Agreement between Celularity Inc. and Adrian Kilcoyne

This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and Adrian Kilcoyne, MD (“Executive”) (collectively the “Parties”).

WHEREAS, on September 29, 2022, the Parties entered into an Employment Agreement (the “Employment Agreement”);

WHEREAS, this Agreement is being entered into in accordance with Section 4.15(a) of the SPA.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:

Effective February 16, 2024, the Company will decrease the portion of Executive’s Base Salary payable to Executive in accordance with the Company’s standard payroll practices from $475,000.00 per year (the “Prior Base Salary”) to $403,750.00 per year, less applicable withholdings (the “Revised Base Salary”).

Payment of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January 1, 2025.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

		Adrian Kilcoyne, an individual

Dated:	February 16, 2024	/s/ Adrian Kilcoyne
		Adrian Kilcoyne, MD

		CELULARITY INC.

Dated:	February 16, 2024	By	/s/ Robert Hariri
			Robert J. Hariri, MD, PhD
			Chief Executive Officer

Exhibit 10.6

Amendment to the July 13, 2022 Employment Agreement between Celularity Inc. and K. Harold Fletcher

This Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and K. Harold Fletcher (“Executive”) (collectively the “Parties”).

WHEREAS, on July 13, 2022, the Parties entered into an Employment Agreement (the “Employment Agreement”);

WHEREAS, this Agreement is being entered into in accordance with Section 4.15(a) of the SPA.

NOW THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:

Effective February 16, 2024, the Company will decrease the portion of Executive’s Base Salary payable to Executive in accordance with the Company’s standard payroll practices from $380,000.00 per year (the “Prior Base Salary”) to $323,000.00 per year, less applicable withholdings (the “Revised Base Salary”).

Payment of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January 1, 2025.

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.

		K. Harold fletcher, an individual

Dated:	February 16, 2024	/s/ K. Harold Fletcher
		K. Harold Fletcher, Esq.

		CELULARITY INC.

Dated:	February 16, 2024	By	/s/ Robert Hariri
			Robert J. Hariri, MD, PhD
			Chief Executive Officer

Cover	Feb. 16, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 16, 2024
Entity File Number	001-38914
Entity Registrant Name	Celularity Inc.
Entity Central Index Key	0001752828
Entity Tax Identification Number	83-1702591
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	170 Park Ave
Entity Address, City or Town	Florham Park
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07932
City Area Code	(908)
Local Phone Number	768-2170
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Class A Common Stock, $0.0001 par value per share
Title of 12(b) Security	Class A Common Stock, $0.0001 par value per share
Trading Symbol	CELU
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
Trading Symbol	CELUW
Security Exchange Name	NASDAQ

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