UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Explanatory Note
As previously disclosed in Celularity Inc.’s (the “Company’s”) Current Report on Form 8-K filed with the Securities and Exchange Commission on February 18, 2025 (the “Original Form 8-K”), on February 12, 2025, the Company entered into binding term sheets (the “Binding Term Sheets”) with each of C. V. Starr & Co, Inc. (“Starr”) and Resorts World Inc Pte Ltd (“RWI”) to amend certain terms of forbearance agreements entered into on March 13, 2024 between each of the Company, Starr and RWI.
This Current Report on Form 8-K/A is being filed solely to include, as exhibits, certain warrants issued to each of Starr and RWI pursuant to the Binding Term Sheets. Specifically, the Company (i) repriced certain outstanding warrants issued to Starr such that the exercise price of such warrants is $1.692 per share of common stock, (ii) repriced certain outstanding warrants issued to RWI such that the exercise price of such warrants is $2.844 per share of common stock, (iii) issued Starr a warrant to purchase up to 100,000 shares of the Company’s common stock at an exercise price of $1.692 per share and (iv) issued RWI a warrant to purchase up to 500,000 shares of the Company’s common stock at an exercise price of $2.844 per share.
Accordingly, this amendment consists only of the facing page, this explanatory note, Item 9.01, and Exhibits 10.1 through 10.7. Except as stated in this Explanatory Note, no other information contained in the Original Form 8-K is changed.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amended and Restated Starr Warrant dated March 17, 2023 | |
| 10.2 | Amended and Restated Starr Warrant dated June 20, 2023 | |
| 10.3 | Starr Warrant dated February 12, 2025 | |
| 10.4 | Amended and Restated RWI Warrant dated June 20, 2023 | |
| 10.5 | Amended and Restated RWI Warrant Tranche 2 dated January 16, 2024 | |
| 10.6 | Amended and Restated RWI Warrant dated March 13, 2024 | |
| 10.7 | RWI Warrant dated July 24, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. | ||
| Dated: July 29, 2025 | ||
| By: |
/s/ Robert J. Hariri | |
| Name: | Robert J. Hariri, M.D., Ph.D. | |
| Title: | Chairman and CEO | |
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