Celularity Inc 8-K, filed Dec 20, 2024
Celularity Inc (CELU)
About this 8-K
Celularity Inc filed this 8-K on December 20, 2024, reporting on events of December 19, 2024.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) | ||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code:
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 | ||
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 5.07 Submission of Matters to a Vote of Security Holders.
On December 19, 2024, Celularity Inc., or Celularity, held its Annual Meeting of Stockholders, or the Annual Meeting. At the Annual Meeting, Celularity’s stockholders voted on two proposals, each of which is described in more detail in its definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on November 19, 2024. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter.
Proposal 1. Stockholders elected the following nominee to serve as the Class III Director on Celularity’s Board of Directors until its 2027 Annual Meeting of Stockholders or until his respective successor has been duly elected and qualified or until his earlier death, resignation or removal. The voting results for the nominees were as follows:
| Director Name | Votes For | Votes Withheld | Broker Non-Votes | |||
| Robert J. Hariri, M.D., Ph.D. | 10,250,294 | 53,960 | 3,285,202 |
Proposal 2. Stockholders ratified the appointment of EisnerAmper LLP as Celularity’s independent registered public accounting firm for the fiscal year ending December 31, 2024 The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 13,561,068 | 24,211 | 4,177 | 0 |
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: | December 20, 2024 | By: | /s/ Robert J. Hariri |
Robert J. Hariri, M.D., Ph.D. Chairman and CEO |