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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): October 9, 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-tenth of one share of Class A Common Stock at an exercise price of $11.50 per one-tenth of one 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
October 9, 2024, Celularity Inc., or Celularity, entered into an asset purchase agreement, or the Asset Purchase Agreement, with Sequence
LifeScience, Inc., or Sequence, pursuant to which Celularity acquired Sequence’s Rebound™ full thickness placental-derived
allograft matrix product, or the Product, and certain assets related thereto, collectively the Asset. The aggregate consideration paid
for the Asset was $5,500,000, which consisted of (i) an upfront cash payment of $1,000,000 (ii) an aggregate of up to $4,000,000 in monthly
milestone payments, or the Milestone
Payments, and (iii) a credit of $500,000 for the previous payment made by Celularity to Sequence pursuant to that certain letter of intent
between Celularity and Sequence dated August 16, 2024. Pursuant to the terms of the Asset Purchase Agreement, the Milestone Payments
are calculated based on 20% of net sales collected by Celularity from its customers during the preceding calendar month, commencing the
first full month after the closing of the transaction. The closing of the transaction occurred on October 9, 2024.
Concurrently
with the execution of the Asset Purchase Agreement, Celularity entered into an exclusive supply agreement with Sequence for the manufacture
and supply of the Product for a minimum period of six months. Celularity retains the right to manufacture the Product internally and
intends to commence a technology transfer as soon as practicable.
The
foregoing description of the terms of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of the
agreement, a copy of which Celularity intends to file with the Securities and Exchange Commission as an exhibit to its Annual Report
on Form 10-K for the year ended December 31, 2024.
Item
8.01 Other Events
On
October 16, 2024, Celularity issued a press release regarding the asset purchase agreement, which press release is filed as Exhibit 99.1
hereto and incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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:
October 16, 2024 |
By:
|
/s/
Robert J. Hariri |
|
|
Robert
J. Hariri, M.D., Ph.D.
Chairman
and CEO |
Exhibit
99.1
Celularity
Expands Advanced Biomaterial Product Commercial Portfolio with Acquisition of Rebound™ Product from Sequence LifeScience, Inc.
FLORHAM
PARK, N.J., October 16, 2024 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular
medicine company, today announced that it had added to its commercial portfolio of placental-derived advanced biomaterial products with
the acquisition of Rebound, a full thickness placental-derived allograft matrix product, from Sequence LifeScience, Inc. (“Sequence”).
“Rebound
adds to our portfolio of placental-derived advanced biomaterial products, sales of which through the first half of 2024 were in excess
of $24 million, which is greater than our full year sales in 2023,” said Robert J. Hariri, M.D., Ph.D., Chairman, CEO and founder
of Celularity. “We expect Rebound sales to contribute meaningfully in the fourth quarter 2024 and to fulfill expected full year
2024 biomaterial sales which we announced in February, augmenting our other revenues from biobanking and research agreements,”
added Dr. Hariri, “I am very pleased with Celularity’s commercial traction and optimistic about our future performance.”
Rebound
complements Celularity’s existing portfolio of advanced biomaterials, which includes innovative placental-derived products that
have shown strong market demand. The addition of Rebound enhances Celularity’s ability to address a broader patient population
in wound care and soft tissue repair. By leveraging the unique properties of placental tissues, Celularity continues to differentiate
itself in the regenerative medicine market, providing physicians and patients with advanced, natural solutions designed to improve healing
outcomes. This acquisition aligns with Celularity’s strategic vision of expanding its offerings and reinforces its leadership in
the field of placental-derived biomaterials.
About
Celularity
Celularity
Inc. (Nasdaq: CELU) is an innovative regenerative and cellular medicine company. It is developing and commercializing advanced biomaterial
products and allogeneic, cryopreserved, placental-derived cell therapies, all derived from the postpartum placenta. What sets Celularity
apart is its therapeutic programs that target aging-related diseases, including degenerative diseases, cancer, and immune disorders,
using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified
natural killer (NK) cells. Celularity’s unique approach, harnessing the placenta’s biology and ready availability, is paving
the way for therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies.
Forward-Looking
Statements
This
press release includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act
of 1995, as well as within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities
Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements,”
including those relating to future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,”
“believe,” “can,” “contemplate,” “continue,” “could,” “estimate,”
“expect,” “forecast,” “intends,” “may,” “might,” “outlook,” “plan,”
“possible,” “potential,” “predict,” “project,” “seek,” “should,”
“strive,” “target,” “will,” “would” and the negative of terms like these or other comparable
terminology, and other words or terms of similar meaning. The forward-looking statements in this press release include express or implied
statements regarding the impact of the Rebound asset on Celularity’s biomaterial sales for the fourth quarter 2024 and full year
2024, and expectations related to commercial performance. Many factors could cause actual results to differ materially from those described
in these forward-looking statements, including but not limited to: Celularity’s liquidity situation; the volatility in Celularity’s
stock price; inherent risks in biotechnological development, including with respect to the development of novel advanced biomaterials;
and the regulatory approval process; along with those risk factors set forth under the caption “Risk Factors” in Celularity’s
annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on July 30, 2024, and other filings with the SEC.
If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results
implied by these forward-looking statements. There may be additional risks that Celularity does not presently know, or that Celularity
currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, these forward-looking statements reflect Celularity’s current expectations, plans, or forecasts of future events and
views as of the date of this communication. Subsequent events and developments could cause assessments to change. Accordingly, forward-looking
statements should not be relied upon as representing Celularity’s views as of any subsequent date, and Celularity undertakes no
obligation to update forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new
information, future events or otherwise, except as may be required under applicable securities laws.
Carlos
Ramirez
Senior
Vice President, Celularity Inc.
Carlos.ramirez@celularity.com
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