Celularity Inc false 0001752828 0001752828 2022-07-13 2022-07-13 0001752828 us-gaap:CommonStockMember 2022-07-13 2022-07-13 0001752828 us-gaap:WarrantMember 2022-07-13 2022-07-13

 

 

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): July 13, 2022

 

 

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)

 

(I.R.S. 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 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

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

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 July 13, 2022, 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 June 3, 2022. 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 nominees to serve as the Class I Directors on Celularity’s Board of Directors until its 2025 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation or removal. The voting results for the nominees were as follows:

 

Director Name

   Votes For    Votes
Withheld
   Broker Non-Votes

Peter Diamandis, M.D.

   90,263,297    191,273    3,325,427

Diane Parks

   90,395,742    58,828    3,325,427

Andrew C. von Eschenbach, M.D.

   90,243,694    210,876    3,325,427

Proposal 2. Stockholders ratified the appointment of Deloitte & Touche LLP as Celularity’s independent registered public accounting firm for the fiscal year ending December 31, 2022 The voting results were as follows:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

93,609,560

  24,502   145,935   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.

 

Date: July 14, 2022     CELULARITY INC.
  By:       

/s/ Keary Dunn

         Keary Dunn
         Chief Legal Officer