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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): June 10, 2025
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
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 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 | ||
| 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 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
On June 10, 2025, Celularity Inc. (the “Company”) terminated the employment of David Beers, its Chief Financial Officer without cause pursuant to Section 6.2 of the Amended and Restated Employment Agreement dated as of April 1, 2022 between the Company and Mr. Beers, as amended (the “Agreement”). Mr. Beer’s termination was not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices. Mr. Beers will be entitled to the payments and benefits provided for in the Agreement with respect to a termination without cause, subject to his execution of a general release.
On June 10, 2025, the Company appointed Joseph DosSantos, its current Senior Vice President Finance, as the Company’s interim CFO while the Company conducts a search for a new CFO. Mr. DosSantos will continue to serve as the Company’s Senior Vice President Finance during his time as interim CFO and will not receive any additional compensation in connection with his role as interim CFO.
A press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | ||
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document) | |
| - |
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: June 10, 2025 | ||
| By: | /s/ Robert J. Hariri |
|
| Name: | Robert J. Hariri, M.D., Ph.D. | |
| Title: | Chairman and CEO | |
| - |
Exhibit 99.1
Celularity Announces Chief Financial Officer Transition
Celularity retains financial and business advisor to provide outsourced accounting and consulting services during the transition period
FLORHAM PARK, N.J., June 10, 2025 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a regenerative and cellular medicine company, today announced that it terminated the employment of its Chief Financial Officer (“CFO”), David Beers, effective immediately. Mr. Beer’s termination was not related to the Company’s financial or operating results or to any disagreements or concerns regarding the Company’s financial or reporting practices. Mr. Beers was terminated “without cause” under the terms of his employment agreement dated April 1, 2022, as amended and restated, and, subject to his compliance with its terms, Mr. Beers will be entitled to the payments and benefits provided therein following a termination without cause.
Effective as of June 10, 2025, the Company appointed Joseph DosSantos, its current Senior Vice President Finance, as the Company’s interim CFO while the Company conducts a search for a new CFO. Mr. DosSantos will continue to serve as the Company’s Senior Vice President Finance during his time as interim CFO and will not receive any additional compensation in connection with his role as interim CFO.
The Company also announced that it retained the CFO Squad, a leading financial and business advisory firm providing outsourced accounting and consulting services for emerging to mid-sized companies, to provide support during this interim period, including SEC and financial reporting support services and consulting services to identify opportunities to improve and optimize the Company’s financial processes and systems. The CFO Squad will work under the direction of John R. Haines, Celularity’s Senior Executive Vice President and Chief Administrative Officer.
About Celularity
Celularity Inc. (Nasdaq: CELU) is a regenerative and cellular medicine company developing and commercializing advanced biomaterial products and allogeneic, cryopreserved, placental-derived cell therapies, all derived from the postpartum placenta. Celularity believes that by harnessing the placenta’s unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies. For more information about Celularity and its cutting-edge regenerative medicine solutions, please visit www.celularity.com.
Contact
Carlos Ramirez
Senior Vice President, Celularity Inc.
Carlos.ramirez@celularity.com