united states
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(
CURRENT REPORT
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EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A (“Amendment No. 1”) amends Item 2.01 and Item 9.01 of the Current Report on Form 8-K filed by Celularity Inc. (the “Company”) on July 22, 2021 (the “Original Report”), in which the Company reported, among other events, the completion of the Business Combination (as defined in the Original Report).
This Amendment No. 1 amends (i) Item 2.01 in the Original Report to replace the subsection titled “Security Ownership of Certain Beneficial Owners and Management” with the disclosure included in Item 2.01 of the Amendment No. 1, (ii) amends Item 9.01(a) in the Original Report to include the unaudited condensed consolidated financial statements of Legacy Celularity for the quarter ended June 30, 2021 and related notes and the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Celularity for the period ended June 30, 2021, and (iii) amends Item 9.01(d) to replace the exhibit list in its entirety with the list included in Item 9.01(d) of this Amendment No. 1 and includes the Celularity Inc. 2021 Equity Incentive Plan, Celularity Inc. 2021 Employee Stock Purchase Plan and other exhibits inadvertently omitted from the Original Report.
This Amendment No. 1 does not amend any other item of the Original Report purport to provide an update or a discussion of any developments at the Company or its subsidiaries subsequent to the filing date of the Original Report. The information previously reported in or filed with the Original Report is hereby incorporated by reference to this Form 8-K/A.
Capitalized terms used but not defined herein have the meanings given in the Original Report.
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Item 2.01 Completion of Acquisition or Disposition of Assets
Security Ownership of Certain Beneficial Owners and Management
The following table sets forth information regarding the beneficial ownership of shares of Class A Common Stock as of July 16, 2021 by:
● | each person known by the Company to be the beneficial owner of more than 5% of Class A Common Stock; |
● | each of the Company’s executive officers and directors; and |
● | all of the Company’s executive officers and directors as a group. |
Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and restricted stock units that are currently exercisable or vested or that will become exercisable or vest within 60 days. This table is based upon information supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that all persons named in the table have sole voting and investment power with respect to all shares of Class A Common Stock beneficially owned by them. The beneficial ownership percentages set forth in the table below are based on 122,387,480 shares of Class A Common Stock issued and outstanding as of the Closing Date and other than as noted below, do not take into account: (a) the issuance of any shares of Class A Common Stock upon the exercise of warrants, each exercisable for one share of Class A Common Stock at a price of $11.50 per share (the “Warrants”) to purchase 22,874,999 shares of Class A Common Stock, (b) the issuance of any shares of Class A Common Stock upon the exercise of Converted Legacy Warrants, three of which are exercisable at exercise price of $7.53 per share to purchase an aggregate of 13,281,386 shares of Class A Common Stock and one of which is exercisable at an exercise price of $6.77 per share to purchase 6,529,818 shares of Class A Common Stock or (c) the exercise of options to purchase 21,723,442 shares of Class A Common Stock that were outstanding on the Closing Date, subject to any applicable vesting conditions.
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 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the executive officers and directors is c/o Celularity Inc., 170 Park Ave, Florham Park, NJ 07932. |
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(2) | Consists of (i) 30,062,778 shares of Class A Common Stock issued (A) in exchange for outstanding pre-Closing shares of Legacy Celularity Series B Preferred Stock at the Closing and (B) pursuant to the Subscription Agreement between GX and Dragasac Limited and (ii) a Converted Legacy Warrant to purchase 6,529,818 shares of Class A Common Stock at an exercise price of $6.77 per share. These securities are directly held by Dragasac, which is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Lim Kok Thay is an indirect beneficial owner of the largest shareholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board, and in such capacity may be deemed to beneficially own shares held by Dragasac Limited. The address for Dragasac Limited is c/o 24th Floor, Wisma Genting, 28 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia. |
(3) | Consists of 20,422,124 shares of Class A Common Stock issued (A) in exchange for outstanding pre-Closing shares of Legacy Celularity Series A Preferred Stock at the Closing and (B) pursuant to the Subscription Agreement between GX and Sorrento Therapeutics, Inc. The address for Sorrento Therapeutics, Inc. is 4955 Directors Place, San Diego, California 92121. |
(4) | Consists of (i) 8,640,695 shares of Class A Common Stock issued (A) in exchange for outstanding pre-Closing shares of Series B Preferred Stock at the Closing and (B) pursuant to the Subscription Agreement between GX and Starr International Investments Ltd., and (ii) a Converted Legacy Warrant to purchase 6,640,694 shares of Class A Common Stock at an exercise price of $7.53 per share. The address for Starr International Investments Ltd. is Bermuda Commercial Bank Building, 19 Par-La-Ville Road, Hamilton, HM 11, BM Bermuda. Starr International Investments Ltd. is a wholly owned subsidiary of Starr International Company, Inc., a Swiss corporation, which, accordingly, may be deemed to beneficially own these securities. |
(5) | The address for Celgene Corporation is 86 Morris Avenue, Summit, New Jersey 07901. |
(6) | The address for Lung Biotechnology Investments, Ltd. is 1040 Spring Street, Silver Spring, Maryland 20910. |
(7) | The address for Human Longevity, Inc. is 4570 Executive Drive, San Diego, California 92121. |
(8) | Consists of 7,734,689 shares held directly by Dr. Hariri and 2,561,979 shares issuable to Dr. Hariri pursuant to options exercisable within 60 days of July 16, 2021. |
(9) | Consists of 289,823 shares issuable to Mr. Beers pursuant to options exercisable within 60 days of July 16, 2021. |
(10) | Consists of 162,209 shares issuable to Dr. Brigido pursuant to options exercisable within 60 days of July 16, 2021. |
(11) | Consists of 136,104 shares issuable to Mr. Dunn pursuant to options exercisable within 60 days of July 16, 2021. |
(12) | Consists of 885,338 shares issuable to Mr. Haines pursuant to options exercisable within 60 days of July 16, 2021. |
(13) | Consists of 1,037,601 shares issuable to Mr. Sculley pursuant to options and deferred compensation award exercisable within 60 days of July 16, 2021. |
(14) | Consists of 4,000,144 shares issuable to Dr. Diamandis pursuant to options and deferred compensation award exercisable within 60 days of July 16, 2021. |
(15) | Consists of 36,592,596 shares held by Dragasac Limited and 269,007 shares issuable to Mr. Lim pursuant to deferred compensation award exercisable within 60 days of July 16, 2021. See footnote 2. Mr. Lim may be deemed to beneficially own shares held by Dragasac Limited. |
(16) | Consists of 653,304 shares issuable to Dr. Smith pursuant to options and deferred compensation award exercisable within 60 days of July 16, 2021. |
(17) | Consists of 576,444 shares issuable to Dr. Von Eschenbach pursuant to options and deferred compensation award exercisable within 60 days of July 16, 2021. |
(18) | Consists of: (i) 1,661,253 shares of common stock received in a pro rata distribution-in-kind from Sponsor, (ii) 100,000 shares retained by Sponsor, (iii) 1,730,000 warrants received in a pro rata distribution-in-kind from Sponsor and (iv) 845,364 warrants of GX, which were acquired from GX upon completion of the Business Combination as the repayment of $845,364 in promissory notes in connection with certain working capital loans. Cooper Road, LLC is the record holder of the securities in clauses (i), (iii) and (iv) of the preceding sentence. Cooper Road, LLC is an entity controlled by Jay R. Bloom. Mr. Bloom disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest he may have therein, directly or indirectly. Sponsor is the record holder of the shares described in clause (ii) of the first sentence. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(19) | Consists of: (i) 1,414,768 shares of common stock received in a pro rata distribution-in-kind from Sponsor, (ii) 394,376 shares of common stock received in a pro rata distribution-in-kind from Sponsor to Elizabeth Kehler 2012 Trust, of which Dean Kehler’s spouse serves as a trustee, (iii) 100,000 shares retained by Sponsor, (iv) 1,880,000 warrants received in a pro rata distribution-in-kind from Sponsor and (iv) 554,635 warrants of GX, which were acquired from GX upon completion of the Business Combination as the repayment of $554,635 in promissory notes in connection with certain working capital loans. Sponsor is the record holder of the shares described in clause (iii) of the previous sentence. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. |
(20) | Consists of: (i) 48,927 shares of common stock received in a pro rata distribution-in-kind from Sponsor and (ii) 25,000 warrants received in a pro rata distribution-in-kind from Sponsor. |
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Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The unaudited condensed consolidated financial statements of Legacy Celularity as of and for the three and six months ended June 30, 2021 and 2020 and the related notes are filed herewith as Exhibit 99.3 and incorporated herein by reference.
Also included herewith as Exhibit 99.4 and incorporated herein by reference is the Management’s Discussion and Analysis of Financial Condition and Results of Operations of Legacy Celularity for the quarter ended June 30, 2021.
(d) Exhibits.
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* | Filed herewith |
# | Indicates a management contract or compensatory plan, contract or arrangement. |
+ | Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request. |
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SIGNATURE
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.
Dated: August 16, 2021
CELULARITY INC. | ||
By: | /s/ Robert J. Hariri | |
Robert J. Hariri M.D., Ph.D. | ||
Chief Executive Officer |
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