Celularity Inc 8-K/A, filed Aug 16, 2021

Celularity Inc (CELU)

8-K/A 2021-08-16 For: 2021-07-16

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Added on April 12, 2026

About this 8-K/A

Celularity Inc filed this 8-K/A on August 16, 2021, reporting on events of July 16, 2021.

Items reported

Item 2.01: Completed an acquisition or sale of assets
Item 9.01: Financial statements and exhibits

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Delaware		001-38914		83-1702591
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

☐	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))

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

Name and Address of Beneficial Owner⁽¹⁾	Number of shares		%
Five Percent or Greater Stockholders
Dragasac Limited⁽²⁾		36,592,596		28.4	%
Sorrento Therapeutics, Inc.⁽³⁾		20,422,124		16.7	%
Starr International Investments Ltd.⁽⁴⁾		15,281,389		11.8	%
Celgene Corporation⁽⁵⁾		11,953,274		9.8	%
Lung Biotechnology PBC⁽⁶⁾		7,968,849		6.5	%
Human Longevity, Inc.⁽⁷⁾		7,012,574		5.7	%
Directors and Named Executive Officers
Robert J. Hariri, M.D., Ph.D.⁽⁸⁾		10,296,668		8.2	%
David Beers⁽⁹⁾		289,823		*
Stephen A. Brigido, DPM⁽¹⁰⁾		162,209		*
Keary Dunn, Esq.⁽¹¹⁾		136,104		*
Bradley Glover, Ph.D.		—		—
John R. Haines⁽¹²⁾		885,338		*
Anne Jones, Ph.D.		—		—
John Sculley⁽¹³⁾		1,037,601		*
Peter Diamandis, M.D.⁽¹⁴⁾		4,000,143		3.2	%
Lim Kok Thay⁽¹⁵⁾		36,861,603		30.0	%
Robin L. Smith, M.D., MBA⁽¹⁶⁾		653,304		*
Andrew C. Von Eschenbach, M.D.⁽¹⁷⁾		576,444		*
Jay R. Bloom⁽¹⁸⁾		4,336,617		3.5	%
Dean C. Kehler⁽¹⁹⁾		4,343,779		3.5	%
Marc Mazur⁽²⁰⁾		73,927		*
All Directors and Executive Officers of as a Group (15 Individuals)		63,553,560		44.0	%

Exhibit		Incorporated by Reference
number	Description of document	Schedule/ Form	File No.	Exhibit	Filing Date
2.1+	Merger Agreement and Plan of Reorganization by and among GX Acquisition Corp., Alpha First Merger Sub, Inc., Alpha Second Merger Sub, LLC, and Celularity Inc.	8-K	001-38914	2.1	January 8, 2021
3.1	Amended and Restated Certificate of Incorporation of Celularity Inc.	8-K	001-38914	3.1	July 22, 2021
3.2	Amended and Restated Bylaws of Celularity Inc.	8-K	001-38914	3.2	July 22, 2021
4.1	Specimen Common Stock Certificate of the Company.	8-K	001-38914	4.1	July 22, 2021
4.2	Specimen Warrant Certificate of the Company.	8-K	001-38914	4.2	July 22, 2021
4.3	Warrant Agreement, dated May 20, 2019, by and between GX Acquisition Corp. and Continental Stock Transfer & Trust Company, as warrant agent	8-K	001-38914	4.1	May 24, 2019
10.1	Form of Subscription Agreement	S-4	333-252402	10.5	June 22, 2021
10.2	Form of Lock-up Agreement	S-4	333-252402	10.8	June 22, 2021
10.3	Amended and Restated Registration Rights Agreement, dated as of July 16, 2021, by and among Celularity Inc., GX Sponsor LLC, and each of the other Persons set forth on the signature pages thereto	8-K	001-38914	10.3	July 22, 2021
10.4	Vesting Agreement dated as of July 16, 2021 by and among GX Sponsor LLC, Celularity Inc. (f/k/a GX Acquisition Corp.), and each of the other Persons set forth on the signature pages thereto	8-K	001-38914	10.4	July 22, 2021
10.5#	Form of Indemnification Agreement by and between Celularity and its directors and officers.	S-4	333-252402	10.9	June 22, 2021
10.6*#	Celularity Inc. 2021 Equity Incentive Plan and Forms of Stock Option Grant Notice, Option Agreement and Notice of Exercise thereunder
10.7*#	Celularity Inc. 2021 Employee Stock Purchase Plan.
10.8#	Employment Agreement by and between Celularity and Robert J. Hariri, dated as of January 7, 2021.	S-4	333-252402	10.15	June 22, 2021
10.9#	Employment Agreement by and between Celularity and David C. Beers, dated as of January 7, 2021.	S-4	333-252402	10.16	June 22, 2021
10.10#	Employment Agreement by and between Celularity and Stephen A. Brigido, dated as of January 7, 2021.	S-4	333-252402	10.18	June 22, 2021
10.11#	Second Amended and Restated Employment Agreement by and between Celularity and Keary Dunn, dated as of April 22, 2021.	S-4	333-252402	10.19	June 22, 2021
10.12#	Employment Agreement by and between Celularity and John R. Haines, dated as of January 7, 2021.	S-4	333-252402	10.20	June 22, 2021

	CELULARITY INC.

	By:	/s/ Robert J. Hariri
		Robert J. Hariri M.D., Ph.D.
		Chief Executive Officer

		Annex D Page
1.	General.	1
2.	Shares Subject to the Plan.	1
3.	Eligibility and Limitations.	2
4.	Options and Stock Appreciation Rights.	2
5.	Awards Other Than Options and Stock Appreciation Rights.	5
6.	Adjustments upon Changes in Common Stock; Other Corporate Events.	6
7.	Administration.	8
8.	Tax Withholding	10
9.	Miscellaneous.	10
10.	Covenants of the Company.	12
11.	Additional Rules for Awards Subject to Section 409A.	13
12.	Severability.	15
13.	Termination of the Plan.	15
14.	Definitions.	16

	Participant:
	Date of Grant:
	Vesting Commencement Date:
	Number of Restricted Stock Units:

Vesting Schedule:		[__________________________________________________________________]. Notwithstanding the foregoing, vesting shall terminate upon the Participant’s termination of Continuous Service.
Issuance Schedule:		One share of Common Stock will be issued for each restricted stock unit which vests at the time set forth in Section 5 of the Agreement.

Celularity Inc.		Participant:
By:
	Signature	Signature
Title:		Date:
Date:

	Optionholder:
	Date of Grant:
	Vesting Commencement Date:
	Number of Shares of Common Stock Subject to Option:
	Exercise Price (Per Share):
	Total Exercise Price:
	Expiration Date:

Type of Grant:	[Incentive Stock Option] OR [Nonstatutory Stock Option]

Exercise and Vesting Schedule:	Subject to the Optionholder’s Continuous Service through each applicable vesting date, the Option will vest as follows:
	[_____________________________________________________________]

Celularity Inc.		Optionholder:

By:
	Signature		Signature
Title:		Date:
Date:

Celularity Inc.
170 Park Ave
Florham Park, NJ 07932		Date of Exercise:________________

Type of option (check one):	Incentive £	Nonstatutory £
Date of Grant:	_______________

Number of Shares as to which Option is exercised:	_______________

Certificates to be issued in name of:	_______________

Total exercise price:	$______________

Cash, check, bank draft or money order delivered herewith:	$______________

Value of ________ Shares delivered herewith:	$______________

Regulation T Program (cashless exercise)	$______________

Value of _______ Shares pursuant to net exercise:	$______________

	June 30, 2021			December 31, 2020

Assets
Current assets:
Cash and cash equivalents	$	8,197		$	54,311
Accounts receivable, net of allowance of $188 and $272 as of June 30, 2021 and December 31, 2020, respectively		930			1,134
Notes receivable		2,065			5,416
Inventory		4,472			3,850
Prepaid expenses		7,794			6,576
Other current assets		1,506			873
Total current assets		24,964			72,160
Property and equipment, net		90,337			90,077
Goodwill		123,304			123,304
Intangible assets, net		124,292			125,379
Restricted cash		14,722			15,202
Inventory, net of current portion		3,064			1,998
Other long-term assets		7,202			2,888
Total assets	$	387,885		$	431,008
Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	6,682		$	5,390
Accrued expenses and other current liabilities		13,394			13,451
Current portion of financing obligation		3,039			3,008
Short term borrowings - related party		5,000			-
Deferred revenue		5,100			4,828
Total current liabilities		33,215			26,677
Deferred revenue, net of current portion		6,062			7,621
Acquisition-related contingent consideration		304,071			273,367
Financing obligations		27,961			27,634
Warrant liabilities		114,319			76,640
Deferred income tax liabilities		7			7
Other liabilities		342			349
Total liabilities		485,977			412,295
Commitments and contingencies (Note 10)
Redeemable convertible preferred stock
Series A preferred stock, $0.0001 par value, 38,361,917 shares authorized, issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		184,247			184,247
Series B preferred stock, $0.0001 par value, 97,695,694 shares authorized as of June 30, 2021 and December 31, 2020, respectively, 53,611,506 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively.		290,866			290,866
Series X preferred stock, $0.0001 par value, 15,552,130 shares authorized, issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		75,000			75,000
Stockholders’ deficit
Common Stock, $0.0001 par value, 202,500,000 shares authorized as of June 30, 2021 and December 31, 2020, respectively, 24,113,075 and 24,108,246 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively		1			1
Treasury stock, at cost, 118,183 shares as of June 30, 2021 and December 31, 2020, respectively		(256	)		(256	)
Additional paid-in capital		61,629			32,418
Accumulated deficit		(709,579	)		(563,563	)
Total stockholders’ deficit		(648,205	)		(531,400	)
Total liabilities, redeemable convertible preferred stock and stockholders’ deficit	$	387,885		$	431,008

	Three Months Ended						Six Months Ended
	June 30, 2021			June 30, 2020			June 30, 2021			June 30, 2020
Net revenues
Product sales and rentals	$	1,045		$	2,074		$	1,885		$	4,866
Services		1,597			1,398			2,861			2,814
License, royalty and other		555			-			1,111			-
Total revenues		3,197			3,472			5,857			7,680
Operating expenses
Cost of revenues (excluding amortization of acquired intangible assets)
Product sales and rentals		869			794			1,387			1,650
Services		571			698			1,295			1,079
Licenses, royalties and other		-			-			-			-
Research and development		22,911			15,804			39,901			27,566
Selling, general and administrative		28,863			7,586			36,489			17,036
Change in fair value of contingent consideration liability		10,048			114,738			30,704			116,463
Amortization of acquired intangible assets		546			1,030			1,087			2,060
Total operating expenses		63,808			140,650			110,863			165,854
Loss from operations		(60,611	)		(137,178	)		(105,006	)		(158,174	)
Other (expense) income:
Interest income		129			32			269			144
Interest expense		(817	)		(924	)		(1,569	)		(924	)
Expense related to warrant liabilities		(1,174	)		(1,239	)		(37,679	)		(15,105	)
Other (expense) income, net		(2,004	)		3,698			(2,031	)		3,595
Total other (expense) income		(3,866	)		1,567			(41,010	)		(12,290	)
Net loss before income taxes		(64,477	)		(135,611	)		(146,016	)		(170,464	)
Income tax (benefit)		-			7			-			(4,646	)
Net loss	$	(64,477	)	$	(135,618	)	$	(146,016	)	$	(165,818	)
Per share information:
Net loss per share - basic and diluted	$	(2.69	)	$	(5.66	)	$	(6.09	)	$	(6.92	)
Weighted average shares outstanding - basic and diluted		23,992,184			23,955,562			23,991,129			23,954,238

	Series A Redeemable Convertible Preferred Stock				Series B Redeemable Convertible Preferred Stock					Series X Redeemable Convertible Preferred Stock				Common Stock				Treasury Stock						Additional Paid-in		Accumulated			Total Shareholders’
	Shares		Amount		Shares		Amount			Shares		Amount		Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balances at December 31, 2019		38,361,917	$	184,247		35,847,580	$	206,035			15,552,130	$	75,000		23,967,250	$	1		(18,183	)	$	-		$	27,909	$	(355,330	)	$	(327,420	)
Exercise of stock options		-		-		-		-			-		-		5,000		-		-			-			15		-			15
Stock-based compensation expense		-		-		-		-			-		-		-		-		-			-			828		-			828
Share issuance costs		-		-		-		(15	)		-		-		-		-		-			-			-		-			-
Issuance of Series B redeemable convertible preferred stock		-		-		17,720,750		84,596			-		-		-		-		-			-			-		-			-
Net loss		-		-		-		-			-		-		-		-		-			-			-		(30,200	)		(30,200	)
Balances at Marhc 31, 2020	$	38,361,917	$	184,247	$	53,568,330	$	290,616		$	15,552,130	$	75,000	$	23,972,250	$	1	$	(18,183	)	$	-		$	28,752	$	(385,530	)	$	(356,777	)
Stock-based compensation expense		-		-		-		-			-		-		-		-		-			-			1,444		-			1,444
Net loss		-		-		-		-			-		-		-		-		-			-			-		(135,618	)		(135,618	)
Balances at June 30, 2020	$	38,361,917	$	184,247	$	53,568,330	$	290,616		$	15,552,130	$	75,000	$	23,972,250	$	1	$	(18,183	)	$	-		$	30,196	$	(521,148	)	$	(490,951	)

Balances at December 31, 2020		38,361,917	$	184,247		53,661,506	$	290,866			15,552,130	$	75,000		24,108,246	$	1		(118,183	)	$	(256	)	$	32,418	$	(563,563	)	$	(531,400	)
Stock-based compensation expense		-		-		-		-			-		-		-		-		-			-			1,009		-			1,009
Net loss		-		-		-		-			-		-		-		-		-			-			-		(81,539	)		(81,539	)
Balances at March 31, 2021		38,361,917	$	184,247		53,661,506	$	290,866			15,552,130	$	75,000		24,108,246	$	1		(118,183	)	$	(256	)	$	33,427	$	(645,102	)	$	(611,930	)
Exercise of stock options		-		-		-		-			-		-		4,829		-		-			-			14		-			14
Stock-based compensation expense		-		-		-		-			-		-		-		-		-			-			28,188		-			28,188
Net loss		-		-		-		-			-		-		-		-		-			-			-		(64,477	)		(64,477	)
Balances at June 30, 2021		38,361,917	$	184,247		53,661,506	$	290,866			15,552,130	$	75,000		24,113,075	$	1		(118,183	)	$	(256	)	$	61,629	$	(709,579	)	$	(648,205	)

	Six Months Ended June 30,
	2021			2020
Cash flow from operating activities:
Net loss	$	(146,016	)	$	(165,818	)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization		3,867			4,046
Deferred income taxes		(1,356	)		(8,411	)
Provision for doubtful accounts		115			574
Share-based compensation expense		29,197			2,272
Expense related to warrant liabilities		37,679			15,105
Change in fair value of contingent consideration		30,704			116,463
Other, net		3,049			-
Changes in assets and liabilities:
Accounts receivable		90			1,156
Inventory		(1,688	)		(788	)
Prepaid expenses and other assets		(1,851	)		(2,353	)
Sale of NOL and R&D tax credits		1,356			3,765
Accounts payable		1,636			(1,432	)
Accrued expenses and other liabilities		1,226			(2,876	)
Deferred revenue		(1,288	)		(266	)
Net cash used in operating activities		(43,280	)		(38,563	)
Cash flow from investing activities:
Capital expenditures		(2,787	)		(8,771	)
Proceeds from promissory note		300			-
Net cash used in investing activities		(2,487	)		(8,771	)
Cash flow from financing activities:
Proceeds from issuance of Series B redeemable convertible preferred stock and warrants, net of issuance costs		-			102,535
Proceeds from short term borrowings		5,000			-
Proceeds from the exercise of stock options		14			15
Payments of PIPE/SPAC related costs		(5,841	)		-
Net cash (used in) provided by financing activities		(827	)		102,550
Net (decrease) increase in cash, cash equivalents and restricted cash		(46,594	)		55,216
Cash, cash equivalents and restricted cash at beginning of period		69,513			43,507
Cash, cash equivalents and restricted cash at end of period	$	22,919		$	98,723

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	11		$	3
Supplemental non-cash investing and financing activities:
Property and equipment included in accounts payable and accrued expenses	$	(252	)	$	(2,516	)
Change in PIPE/SPAC related costs captured in accounts payable and accrued expenses		1,526			-
Recognition of asset and financing obligation related to facility build out		-			(216	)
UltraMIST systems reclass from inventory to fixed assets		-			78
Fair value of warrants issued in connection with Series B preferred stock sale		-			17,954
Issuance of warrants at estimated fair value		-			11,988

	June 30,
	2021		2020
Redeemable convertible preferred stock		107,525,553		107,482,377
Stock options		28,873,482		23,078,065
Warrants		25,775,905		25,775,905
		162,174,940		156,336,347

	Fair Value Measurements as of June 30, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - money market funds	$	5,350	$	—	$	—	$	5,350
Convertible note receivable		—		—		2,065		2,065
	$	5,350	$	—	$	2,065	$	7,415

Liabilities:
Contingent consideration obligations	$	—	$	—	$	304,071	$	304,071
Preferred stock warrants		—		—		114,319		114,319
	$	—	$	—	$	418,390	$	418,390

	Fair Value Measurements as of December 31, 2020
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - money market funds	$	45,000	$	—	$	—	$	45,000
Convertible note receivable		—		—		4,715		4,715
	$	45,000	$	—	$	4,715	$	49,715

Liabilities:
Contingent consideration obligations	$	—	$	—	$	273,367	$	273,367
Preferred stock warrants		—		—		76,640		76,640
	$	—	$	—	$	350,007	$	350,007

Balance as of December 31, 2019	$	—
Fair value of warrants issued in connection with Series B preferred stock sale		17,954
Issuance of warrant at fair value*		11,988
Loss recognized in earnings from change in fair value		46,698
Balance as of December 31, 2020	$	76,640

Balance as of December 31, 2020	$	76,640
Loss recognized in earnings from change in fair value		37,679
Balance as of June 30, 2021	$	114,319

	June 30, 2021			December 31, 2020
Fair value of common stock	$	3.67 - $6.90		$	3.20 - 5.34
Exercise price ^a	$	5.20		$	5.20
Term		0.08 - 1.80			0.33 - 1.33
Volatility		85	%		90	%
Risk-free interest rate		0.21% - 0.66%			0.09% - 0.10%

	June 30, 2021			December 31, 2020
Face value	$	4,000		$	4,000
Coupon rate		12% - 17%			12	%
Stock price	$	0.18		$	0.19
Term		1 - 2			0.6
Risk-free interest rate		0.07% - 0.25%			0.09	%
Volatility		74	%		70	%

	June 30, 2021			December 31, 2020
Raw materials	$	808		$	376
Work in progress		1,537			460
Finished goods		5,206			5,016
Inventory, gross		7,551			5,852
Less: inventory reserves		(15	)		(4	)
Inventory, net		7,536			5,848
Balance Sheet Classification:
Inventory		4,472			3,850
Inventory, net of current portion		3,064			1,998
	$	7,536		$	5,848

	June 30, 2021		December 31, 2020
Prepaid clinical expenses	$	5,484	$	5,151
Prepaid insurance expense		—		206
Other		2,310		1,219
	$	7,794	$	6,576

	June 30, 2021			December 31, 2020
Building (1)	$	12,513		$	12,513
Leasehold improvement (2)		70,966			55,289
Laboratory and production equipment		7,478			5,884
Machinery, equipment and fixtures		7,006			3,704
Construction in progress		3,307			19,773
Property and equipment		101,270			97,163
Less: Accumulated depreciation (3)		(10,933	)		(7,086	)
Property and equipment, net	$	90,337		$	90,077

	June 30, 2021		December 31, 2020
Cell Therapy	$	112,347	$	112,347
Degenerative Disease		3,610		3,610
Biobanking		7,347		7,347
	$	123,304	$	123,304

	June 30, 2021			December 31, 2020			Estimated Useful Lives
Amortizable intangible assets:
Developed technology	$	16,810		$	16,810		11-16 years
Customer relationships		2,413			2,413		10 years
Trade names & trademarks		570			570		10-13 years
Reacquired rights		4,200			4,200		6 years
		23,993			23,993
Less: Accumulated amortization
Developed technology		(4,785	)		(4,203	)
Customer relationships		(1,037	)		(906	)
Trade names & trademarks		(192	)		(165	)
Reacquired rights		(2,187	)		(1,840	)
		(8,201	)		(7,114	)
Amortizable intangible assets, net		15,792			16,879

Non-amortized intangible assets
Acquired IPR&D product rights		108,500			108,500		indefinite
	$	124,292		$	125,379

	June 30, 2021		December 31, 2020
Accrued clinical trial expense	$	3,542	$	2,644
Accrued professional fees		1,561		2,866
Accrued wages, bonuses, commissions and vacation		4,193		4,991
Accruals for construction in progress		70		171
Deferred rent		333		292
Other		3,695		2,487
	$	13,394	$	13,451

2021 (remaining six months)	$	2,083
2022		4,129
2023		2,895
2024		2,969
2025		3,042
Thereafter		76,647
Total	$	91,765

	Number of shares		Exercise price			Expiration date
Dragasac Warrant		8,495,796	$	5.20	*	March 16, 2025
March 2020 Series B Warrants		17,280,109	$	5.79		March 16, 2025
		25,775,905

Risk-free interest rate	0.7	%
Expected term (in years)	3.9
Expected volatility	83.2	%
Expected dividend yield	0	%

	Options			Weighted average exercise price		Weighted average contract life		Aggregate Intrinsic Value
Balance at January 1, 2021		22,336,005		$	1.24		7.3	$	100,633
Granted		6,836,102			5.83
Exercised		(4,829	)		2.89
Forfeited		(293,796	)		5.75
Outstanding at June 30, 2021		28,873,482		$	2.28		5.7	$	160,397
Vested and expected to vest June 30, 2021		28,873,482		$	2.28		5.7	$	160,397
Exercisable at June 30, 2021		24,765,272		$	2.11		5.4	$	141,995