UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Item 4.01 | Changes in Registrant’s Certifying Accountant. |
Dismissal of Independent Registered Public Accounting Firm
On August 2, 2024, the Audit Committee (the “Audit Committee”) of the Board of Directors of Celularity Inc. (“Celularity”) informed Deloitte & Touche LLP (“Deloitte”) that Deloitte was dismissed as Celularity’s independent registered public accounting firm effective on that date. The reports of Deloitte on Celularity’s consolidated financial statements as of and for the years ended December 31, 2023 and 2022 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles. Celularity’s financial statements as of and for each of the years ended December 31, 2023 and 2022 contained an explanatory paragraph relating to substantial doubt about the ability of Celularity to continue as a going concern as described in Note 1 to those financial statements.
During Celularity’s two most recent fiscal years and the subsequent interim period from January 1, 2024, to August 2, 2024, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Deloitte, would have caused it to make a reference to the subject matter of the disagreement in connection with its report covering such period. In addition, no “reportable events,” as defined in Item 304(a)(1)(v) of Regulation S-K, occurred within the period of Deloitte’s engagement and the subsequent period through August 2, 2024.
Celularity provided Deloitte with a copy of the foregoing disclosures prior to the filing of this Current Report on Form 8-K and requested that Deloitte furnish a letter addressed to the SEC stating, which is attached hereto as Exhibit 16.1, stating whether it agrees with such disclosures, and, if not, stating the respects in which is does not agree.
Engagement of New Independent Registered Public Accounting Firm
On August 2, 2024, the Audit Committee approved the engagement of EisnerAmper LLP (“EisnerAmper”) as Celularity’s independent registered public accounting firm to audit Celularity’s consolidated financial statements for the year ending December 31, 2024. EisnerAmper will commence work with respect to the unaudited interim financial statements of Celularity as of and for the quarters ended March 31, 2024 and June 30, 2024, and the filing of the related Quarterly Reports on Form 10-Q.
During Celularity’s two most recent fiscal years and subsequent interim period through August 2, 2024, Celularity did not consult with EisnerAmper with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on Celularity’s financial statements, and no written report or oral advice was provided to Celularity by EisnerAmper that EisnerAmper concluded was an important factor considered by Celularity in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act and the related instructions to Item 304 of Regulation S-K under the Exchange Act, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On July 31, 2024, Marc Mazur, a Class III member of the Board of Directors of Celularity, notified the Board of Directors of his intention to resign as a member of the board and all committees thereof effective July 31, 2024. Mr. Mazur’s decision to resign was not due to any disagreement with Celularity on any matter, or relating to its operations, policies, or practices.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| 16.1 | Letter from Deloitte & Touche LLP dated August 5, 2024 | |
| 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: | August 5, 2024 | By: | /s/ Robert J. Hariri |
Robert J. Hariri, M.D., Ph.D. Chairman and CEO | |||