8-K

UNITEDSTATESSECURITIES 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

CelularityInc.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Exchange Act:

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. ☐

Item1.01. 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.

Item8.01 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.

Item9.01 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.

Exhibit99.1

CelularityExpands 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