UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.03 Material Modifications to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the special meeting of stockholders of Celularity Inc., or Celularity, held on February 22, 2024, or the Special Meeting, the stockholders of Celularity approved an amendment to Celularity’s Second Amended and Restated Certificate of Incorporation, as amended, or the Charter, to effect a reverse stock split of Celularity’s Class A common stock, par value $0.0001 per share, or the Common Stock, at a ratio to be determined by Celularity’s Board of Directors, or the Board, within a range of 1-for-10 to 1-for-100 (or any number in between), to be effected in the sole discretion of the Board without further approval or authorization from Celularity’s stockholders. Following the Special Meeting, the Board approved the combination of Celularity’s outstanding shares of Common Stock at a ratio of 1 for 10. Celularity filed a certificate of amendment to the Charter, or the Certificate of Amendment, with the Secretary of State of the State of Delaware on February 22, 2024, which will take effect at 5:00 p.m. (Eastern Time) on February 28, 2024, and following which each ten shares of Common Stock issued and outstanding immediately prior thereto will be automatically reclassified, combined, converted and changed into one share of Common Stock, or the Reverse Stock Split. Immediately following the Reverse Stock Split, Celularity expects there will be approximately 21,782,861 shares of Common Stock issued and outstanding (without taking into account elimination of fractions).
Celularity will not issue any fractional shares as a result of the Reverse Stock Split. Instead, any stockholder who would otherwise have been entitled to a fractional share as a result of the Reverse Stock Split (after aggregating all fractions of a share to which such stockholder would otherwise be entitled) will be, in lieu thereof, entitled to receive a cash payment equal to the product of such resulting fractional interest in one share of Common Stock post-Reverse Stock Split multiplied by the closing trading price of a share of Common Stock on The Nasdaq Stock Market LLC on February 28, 2024, the last trading day immediately prior to the date on which the effective time of the Reverse Stock Split will occur, as adjusted by the split ratio. The par value per share of Common Stock and the number of shares of authorized Common Stock remain unchanged.
The foregoing description is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Special Meeting, Celularity’s stockholders voted on three 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 February 2, 2024. 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 approved an amendment to Celularity’s Charter to effect a reverse stock split of Celularity’s Common Stock at a ratio to be determined by Celularity’s Board within a range of 1-for-10 to 1-for-100 (or any number in between), to be effected in the sole discretion of the Board without further approval or authorization from Celularity’s stockholders The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 132,805,636 | 3,544,785 | 71,121 | - |
Proposal 2. Stockholders did not approve the issuance or potential issuance of shares of Common Stock issuable upon the exercise of Tranche 2 Warrants to purchase shares of Common Stock issued to Resorts World Inc Pte Ltd, or RWI, on January 16, 2024, with an exercise price that may be equal to or less than $0.24898 per share, which was the “Minimum Price” pursuant to Nasdaq Rule 5635(d) on the date of agreement to issue the Tranche 2 Warrants. The proposal failed to receive the affirmative vote of the holders of a majority of the voting power of the stock of the shares present at the Special Meeting and entitled to vote thereon. Dragasac Limited, an affiliate of the parent company to RWI, abstained from voting on the matter. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 66,443,495 | 956,202 | 51,559,153 | 17,462,692 |
Proposal 3. Stockholders approved the adjournment or postponement of the Special Meeting, if necessary, to continue to solicit votes for the above proposals. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 134,165,134 | 2,054,505 | 201,903 | - |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
| 3.1 | Certificate of Amendment of the Second Amended and Restated Certificate of Incorporation of Celularity Inc. | |
| 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. | |||
| Date: | February 26, 2024 | By: | /s/ Robert J. Hariri |
Robert J. Hariri, M.D., Ph.D. Chairman and CEO |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CELULARITY INC.
Celularity Inc. (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”).
2. The terms and provisions of this Certificate of Amendment have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware.
3. That Article IV of the Certificate of Incorporation be, and hereby is, amended by adding the following new paragraph at the end of such article:
“E. Effective at 5:00 p.m. (Eastern Time) on February 28, 2024 (such time, the “Effective Time”), every ten (10) shares of Class A Common Stock outstanding immediately prior to the Effective Time (such shares, the “Old Common Stock”) shall automatically without further action on the part of the Company be combined into one (1) fully paid and nonassessable share of Class A Common Stock (the “New Common Stock”), subject to the treatment of fractional shares described below. From and after the Effective Time, certificates representing the Old Common Stock shall, without the necessity of presenting the same for exchange, represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. There shall be no fractional shares issued. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of Common Stock not evenly divisible by ten (10), will be entitled to receive cash in lieu of fractional shares at the value thereof on the date of the Effective Time as determined by the Board of Directors; provided that, whether or not fractional shares would be issuable as a result of the share combination shall be determined on the basis of (i) the total number of shares of Old Common Stock that were issued and outstanding immediately prior to the Effective Time formerly that the holder is at the time surrendering and (ii) the aggregate number of shares of New Common Stock after the Effective Time into which the shares of Old Common Stock shall have been reclassified; and (b) with respect to holders of shares of Old Common Stock in book-entry form in the records of the Corporation’s transfer agent that were issued and outstanding immediately prior to the Effective Time, any holder who would otherwise be entitled to a fractional share of New Common Stock as a result of the share combination (after aggregating all fractional shares), following the Effective Time, shall be entitled to receive the fractional share payment automatically and without any action by the holder.”
4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be executed by its duly authorized officer on this 22nd day of February, 2024.
| CELULARITY INC. | ||
| By: | /s/ Robert Hariri | |
| Name: | Robert J. Hariri, M.D., Ph.D. | |
| Title: | Chief Executive Officer | |
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