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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As reported by Celularity Inc., or Celularity, in its Form 12b-25 Notification of Late Filing with the Securities and Exchange Commission, or SEC, on May 15, 2024, Celularity was unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, or the Q1 2024 Form 10-Q, within the prescribed time period. The extension provided under Rule 12b-25 expired on May 20, 2024.
On May 21, 2024, Celularity informed the Listing Qualifications department of the Nasdaq Stock Market LLC, or Nasdaq, that it failed to timely file its Q1 2024 Form 10-Q within the extension period provided by Rule 12b-25 because Celularity has not yet completed the preparation of the financial statements for the quarter ended March 31, 2024 due to delays in filing its Annual Report on Form 10-K for the year ended December 31, 2023, or the 2023 Form 10-K. On May 21, 2024, Nasdaq provided formal notice to Celularity that as a result of Celularity’s failure to timely file its Q1 2024 10-Q, and because Celularity remains delinquent in filing its 2023 Form 10-K, as previously reported on Form 8-K filed by Celularity with the SEC on April 22, 2024, Celularity does not comply with the continued listing requirements under the timely filing criteria outlined in Nasdaq Listing Rule 5250(c)(1). Nasdaq’s notice has no immediate effect on the listing of Celularity’s common stock and warrants, which continue to trade on the Nasdaq Capital Market under the symbols “CELU” and “CELUW”, respectively.
Celularity is required to submit to Nasdaq a plan to regain compliance with respect to these delinquent reports no later than June 17, 2024, and if accepted by Nasdaq, Celularity has a maximum of 180 calendar days from the 2023 Form 10-K due date, or until or until October 14, 2024, to implement the plan to regain compliance. Celularity intends to submit a plan to Nasdaq by June 17, 2024 and will evaluate available options to regain compliance within the compliance period. However, there can be no assurance that Nasdaq will accept the plan, Celularity will regain compliance within the compliance period, or maintain compliance with the other Nasdaq listing requirements.
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: | May 24, 2024 | By: | /s/ Robert J. Hariri |
Robert J. Hariri, M.D., Ph.D. Chairman and CEO |