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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported by Celularity Inc., or Celularity, on Form 8-K filed with the Securities and Exchange Commission, or the SEC, on August 23, 2024, the Company received formal notice from The Nasdaq Stock Market LLC, or Nasdaq, on August 22, 2024, stating that Celularity was not in compliance with the continued listing requirements under Nasdaq Listing Rule 5250(c)(1), or the Rule, due to its failure to timely file its Quarterly Reports on Forms 10-Q for the periods ended March 31, 2024 and June 30, 2024, collectively the Forms 10-Q. On September 5, 2024, Celularity submitted an updated compliance plan to Nasdaq, and Nasdaq subsequently granted Celularity an exception to regain compliance with the Rule, with a deadline of October 14, 2024.
On October 16, 2024, Nasdaq notified Celularity that, as the Forms 10-Q had not been filed within the exception period, Celularity would be suspended from trading on The Nasdaq Capital Market at the opening of business on October 25, 2024, unless Celularity appeals Nasdaq’s determination by October 23, 2024. Celularity intends to file an appeal with a Nasdaq Hearings Panel pursuant to the procedures set forth in the Nasdaq Listing Rule 5800 Series. During the appeal process, Celularity will continue to evaluate its options to regain compliance with the Rule. However, there can be no assurance that Celularity will file the appeal, that the appeal will be successful, or that Celularity will regain or maintain compliance with the Rule or other Nasdaq listing requirements.
Nasdaq’s notice has no immediate effect on the listing or trading of Celularity’s common stock and warrants, which continue to trade on The Nasdaq Capital Market under the symbols “CELU” and “CELUW,” respectively.
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: | October 21, 2024 | By: | /s/ Robert J. Hariri |
Robert J. Hariri, M.D., Ph.D. Chairman and CEO | |||