8-K
Celularity Inc (CELU)
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): January 16, 2026
CelularityInc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38914 | 83-1702591 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 170 Park Ave<br><br> <br>Florham Park, New Jersey | 07932 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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 obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> A Common Stock, $0.0001 par value per share | CELU | The<br> Nasdaq Stock Market LLC |
| Warrants,<br> each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share | CELUW | The<br> 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. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of CertainOfficers; Compensatory Arrangement of Certain Officers.
On January 16, 2026, the Compensation Committee of the Board of Directors of Celularity Inc. (the “Company”) approved the First Amendment to the Amended and Restated Employment Agreement of John Haines, the Company’s Senior Executive Vice President, Global Manager and Chief Administrative Officer, (i) increasing the severance period to 24 months from 12 months, (ii) increasing COBRA payment to 18 months and (iii) vesting immediately upon termination the equity options owned by Mr. Haines that would have vested over the 24 month period after the date of termination.
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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. | ||
|---|---|---|
| Dated:<br> January 21, 2026 | ||
| By: | /s/ Robert J. Hariri | |
| Name: | Robert<br> J. Hariri, M.D., Ph.D. | |
| Title: | Chairman<br> and CEO |
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