false
0001752828
0001752828
2024-02-16
2024-02-16
0001752828
CELU:ClassCommonStock0.0001ParValuePerShareMember
2024-02-16
2024-02-16
0001752828
CELU:WarrantsEachExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2024-02-16
2024-02-16
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): February 16, 2024
Celularity
Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-38914 |
|
83-1702591 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
170
Park Ave |
|
|
Florham
Park, New Jersey |
|
07932 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (908) 768-2170
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Exchange Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Class
A Common Stock, $0.0001 par value per share |
|
CELU |
|
The
Nasdaq Stock Market LLC |
Warrants,
each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
|
|
CELUW |
|
The
Nasdaq Stock Market LLC |
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).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
previously disclosed in a current report on Form 8-K filed on January 17, 2024, Celularity Inc., or Celularity, entered into a securities
purchase agreement, or SPA, with Dragasac Limited dated January 12, 2024. As a condition of the SPA, Celularity agreed to implement certain
changes to the executive compensation program in effect for members of Celularity’s executive leadership team. Accordingly, Celularity
implemented a 15% across the board reduction in the annual base salary rate of the members of its executive leadership team for the year
ended December 31, 2024, except for Dr. Hariri, who voluntarily elected to reduce his annual base salary rate for the year ended December
31, 2024 by 85%.
As
contemplated by the SPA, Celularity entered into amendments to the employment agreements with each of David Beers, Stephen Brigido, D.P.M.,
K. Harold Fletcher, Esq., John Haines and Adrian Kilcoyne, M.D. and other members of its executive leadership team
to implement the across the board 15% base salary reductions effective as of February 16, 2024, resulting in the annual base salary rates
for the 2024 year set forth in the table below. Payment of each executive’s base salary at the rate in effect prior to the reductions
will resume on January 1, 2025.
Executive | |
2024 Base Salary | |
David Beers | |
$ | 361,250.00 | |
Stephen Brigido, D.P.M. | |
$ | 361,250.00 | |
K. Harold Fletcher, Esq. | |
$ | 323.000.00 | |
John Haines | |
$ | 425,000.00 | |
Adrian Kilcoyne, M.D. | |
$ | 403,750.00 | |
As
previously disclosed in a current report on Form 8-K filed on January 30, 2023, Dr. Hariri previously agreed to temporarily suspend full
payment of his 2023 base salary pursuant to his employment agreement until as late as December 31, 2023. In order to implement the requirement
in the SPA that Dr. Hariri not be paid the $1,087,611.83 in base salary that was otherwise due to him for the 2023 calendar year
unless Celularity raises additional cash through offerings of equity securities with aggregate net proceeds equal or greater to $21.0
million at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A
common stock and PIPE Warrant purchased by Dragasac Limited pursuant to the SPA in compliance with the requirements of Internal Revenue
Code Section 409A, the compensation committee of Celularity’s board of directors approved a cash bonus program, or bonus program,
effective February 16, 2024, pursuant to which Dr. Hariri will be paid 125% of the unpaid base salary upon the satisfaction of the foregoing
performance conditions. Accordingly, Celularity and Dr.
Hariri entered into a second amendment to Dr. Hariri’s employment agreement implementing the 85% base salary reduction effective
as of February 16, 2024 and documenting the bonus program. As a result of the reduction, Dr. Hariri’s annual rate of base salary
for the 2024 year will be $180,000. Payment of Dr. Hariri’s base salary at the rate in effect prior to the reduction will resume
on January 1, 2025.
As
contemplated by the SPA, the compensation committee of Celularity’s board of directors approved, effective February 16, 2024, stock
option grants under Celularity’s 2021 Equity Incentive Plan, or the 2021 Plan, to Celularity’s executive officers to purchase
the number of option shares set forth in the table below, as well as grants to Celularity’s other members of the executive leadership
team. Such options will have an exercise price per share equal to the closing price of Celularity’s common stock on February 16,
2024, vest quarterly over a one-year period measured from the grant date, have a term of 10 years, and be evidenced by Celularity’s
standard form option agreement under the 2021 Plan.
Executive | |
Stock
Options | |
Robert J. Hariri, M.D., Ph.D. | |
| 2,937,788 | |
David Beers | |
| 183,612 | |
Stephen Brigido, D.P.M. | |
| 183,612 | |
K. Harold Fletcher, Esq. | |
| 164,171 | |
John Haines | |
| 216,014 | |
Adrian Kilcoyne, M.D. | |
| 205,213 | |
The
foregoing summary of the terms and conditions of the amendments to each such employment agreement is qualified in its entirety by reference
to the full text of such agreements, which are filed herewith as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6 and incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
10.1 |
|
Second Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated January 7, 2021 by and between Celularity Inc. and Robert J. Hariri. |
10.2 |
|
Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated as of April 1, 2022 by and between Celularity Inc. and David Beers. |
10.3 |
|
Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated as of April 1, 2022 by and between Celularity Inc. and Stephen Brigido. |
10.4 |
|
Amendment dated February 16, 2024 to the Amended and Restated Employment Agreement dated as of April 1, 2022 by and between Celularity Inc. and John Haines. |
10.5 |
|
Amendment dated February 16, 2024 to the Employment Agreement dated as of September 29, 2022 by and between Celularity Inc. and Adrian Kilcoyne. |
10.6 |
|
Amendment dated February 16, 2024 to the Employment Agreement dated as of July 13, 2022 by and between Celularity Inc. and K. Harold Fletcher. |
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
21, 2024 |
|
By:
|
/s/
Robert Hariri |
|
|
|
|
Robert
J. Hariri, MD, PhD
|
|
|
|
|
Chairman
& CEO |
Exhibit
10.1
Second
Amendment to the January 7, 2021 Amended and Restated Employment Agreement between Celularity Inc. and Robert J. Hariri, MD PhD
This
Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and Robert J.
Hariri, MD, PhD (“Executive”) (collectively the “Parties”).
WHEREAS,
on January 7, 2021, the Parties entered into an Amended and Restated Employment Agreement, as further amended by the Parties on January
27, 2023 (the “Employment Agreement”). Capitalized terms, to the extent not defined herein, shall be as defined in the Employment
Agreement;
WHEREAS,
the Employment Agreement provides that Executive’s annual Base Salary is subject to review and adjustment from time to time by
the Company in its sole discretion;
WHEREAS,
the January 27, 2023 amendment to the Employment Agreement provides, among other things, that (i) the Company will decrease the portion
of Executive’s Base Salary payable to Executive in accordance with the Company’s standard payroll practices from the Prior
Base Salary to the Revised Base Salary, with the difference between the Prior Base Salary and the Revised Base Salary (the “Deferred
Amount”) to become due and payable to Executive on December 31, 2023, and (ii) Payment of Executive’s Prior Base Salary shall
resume effective January 1, 2024;
WHEREAS,
the Deferred Amount was not paid to Executive on or before December 31, 2023 and remains an outstanding obligation of the Company;
WHEREAS,
in order to comply with Section 4.15(b) of the Securities Purchase Agreement dated January 12, 2024 between the Company and Dragasac
Limited, a company incorporated in the Isle of Man (the “SPA”) the Board has determined that the Executive’s Prior
Base Salary rate shall be reduced by eighty-five percent (85%) for the year ended December 31, 2024 effective February 11, 2024;
WHEREAS,
In order to implement the requirement in Section 4.15(c) of the SPA that Executive not be paid
the Deferred Amount that was otherwise due to him for the 2023 calendar year unless the Company raises additional cash through offerings
of equity securities with aggregate net proceeds equal to or greater than $21.0 million at a valuation at least equal to the valuation,
cost per security or exercise/conversion price, as applicable, of the Class A common stock and PIPE Warrant purchased by Dragasac Limited
pursuant to the SPA (the “Performance Condition”) in compliance with the requirements of Internal Revenue Code Section 409A,
the Company’s board of directors has approved a cash bonus program pursuant to which Executive shall receive 125% of the Deferred
Amount upon the satisfaction of the Performance Condition, subject to the Parties entering into this Agreement;
WHEREAS,
this Agreement is being entered into in accordance with Section 4.15(b) and (c) of the SPA.
NOW
THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:
|
1. |
Effective
February 16, 2024, the Company will decrease the portion of Executive’s Base Salary payable to Executive in accordance with
the Company’s standard payroll practices from the Prior Base Salary to $180,000 per year, less applicable withholdings. |
|
|
|
|
2. |
Payment
of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January 1, 2025. |
|
|
|
|
3. |
By signing this Agreement, Executive acknowledges and agrees that Executive shall have no further entitlement to receive the Deferred
Amount, and Executive shall be eligible to receive a lump sum cash payment in the amount of 125% of the Deferred Amount, less applicable
withholdings (the “Cash Bonus”), solely upon the Company’s satisfaction of the Performance Condition. In the event
the Performance Condition is satisfied, the Cash Bonus shall be paid to Executive within thirty (30) days following the date the
Performance Condition is satisfied, as determined by the board of directors of the Company in its sole discretion. |
|
|
|
|
4. |
By
signing this Agreement, Executive acknowledges and agrees that the reduction in the payment of Executive’s Base Salary to the
Revised Base Salary rate is being implemented with Executive’s prior written consent and as a broad based reduction in the
base salaries of all members of the Company’s executive management, and shall not constitute “Good Reason”(as defined
in any agreement between Executive and the Company or any of its affiliates, including, but not limited to, the Employment Agreement
and any outstanding equity award) for the Executive to obtain designated benefits from the Company in connection with such resignation
or the breach of any obligation of the Company or any of its affiliates. |
|
|
|
|
5.
|
In
the event of Executive’s termination of employment by the Company without Cause or resignation under circumstances that constitute
Good Reason under the terms of the Employment Agreement, any severance pay to which Executive may become entitled shall be calculated
based on the Prior Base Salary rate, without regard to the reduction in base salary contemplated by this Agreement. |
|
|
|
|
6.
|
Except
as otherwise provided herein, nothing in this Agreement constitutes a waiver of any other compensation or benefits to which Executive
may be entitled or a waiver of any of Executive’s rights under any agreement between Executive and the Company or any of its
affiliates or any program, plan, or arrangement of the Company or any of its affiliates. |
[Signature
Page to Follow]
IN
WITNESS WHEREOF, the Parties have executed this Agreement effective as of the date set forth below.
|
|
Robert
J. Hariri, MD, PhD, an individual |
|
|
|
Dated: |
February 16, 2024 |
|
/s/
Robert Hariri |
|
|
CELULARITY
INC. |
|
|
|
|
Dated: |
February 16, 2024 |
|
By |
/s/
K. Harold Fletcher |
|
|
|
K.
Harold Fletcher |
|
|
|
EVP,
General Counsel |
[Signature
Page to Second Amendment to the January 7, 2021 Amended and Restated Employment Agreement]
Exhibit 10.2
Amendment to the April 1, 2022 Amended and Restated
Employment Agreement between Celularity Inc. and David Beers
This Amendment Agreement (“Agreement”)
is entered into by and between Celularity Inc. (the “Company”) and David Beers (“Executive”) (collectively the
“Parties”).
WHEREAS, on April 1, 2022, the
Parties entered into an Amended and Restated Employment Agreement (the “Employment Agreement”);
WHEREAS, the Employment Agreement
provides that Executive’s annual Base Salary (as that term is defined in the Employment Agreement) is subject to review and adjustment
from time to time by the Company in its sole discretion; and
WHEREAS, in order to comply with
Section 4.15(a) of the Securities Purchase Agreement dated January 12, 2024 between the Company and Dragasac Limited, a company incorporated
in the Isle of Man (the “SPA”) the Board has determined that the base salary of each member of the Company’s executive
leadership team, including all employees of the Company with a title of Senior Vice President and Above (excluding Dr. Robert Hariri,
whose salary will be subject to greater reduction) shall be reduced by fifteen percent (15%) for the year ended December 31, 2024;
WHEREAS, this Agreement is being
entered into in accordance with Section 4.15(a) of the SPA.
NOW THEREFORE, in consideration of the mutual promises
contained herein, the Parties agree to the following:
|
1. |
Effective February 16, 2024, the Company will decrease the portion of Executive’s Base Salary payable to Executive in accordance with the Company’s standard payroll practices from $425,000.00 per year (the “Prior Base Salary”) to $361,250.00 per year, less applicable withholdings (the “Revised Base Salary”). |
|
|
|
|
2. |
Payment of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January 1, 2025. |
|
|
|
|
3. |
By signing this Agreement, Executive acknowledges and agrees that the reduction in the payment of Executive’s Base Salary to the Revised Base Salary rate is being implemented with Executive’s prior written consent and as a broad based reduction in the base salaries of all members of the Company’s executive management, and shall not constitute “Good Reason”(as defined in any agreement between Executive and the Company or any of its affiliates, including, but not limited to, the Employment Agreement and any outstanding equity award) for the Executive to obtain designated benefits from the Company in connection with such resignation or the breach of any obligation of the Company or any of its affiliates. |
|
|
|
|
4. |
In the event of Executive’s termination of employment by the Company without Cause or resignation under circumstances that constitute Good Reason under the terms of the Employment Agreement, any severance pay to which Executive may become entitled shall be calculated based on the Prior Base Salary rate, without regard to the reduction in base salary contemplated by this Agreement. |
|
|
|
|
5. |
Except as otherwise provided herein, nothing in this Agreement constitutes a waiver of any other compensation or benefits to which Executive may be entitled or a waiver of any of Executive’s rights under any agreement between Executive and the Company or any of its affiliates or any program, plan, or arrangement of the Company or any of its affiliates. |
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective
dates set forth below.
|
|
David
Beers, an individual |
|
|
|
Dated:
|
February
16, 2024 |
|
/s/
David Beers |
|
|
David
C. Beers |
|
|
CELULARITY
INC. |
|
|
|
|
Dated:
|
February
16, 2024 |
|
By
|
/s/
Robert Hariri |
|
|
|
Robert
J. Hariri, MD, PhD |
|
|
|
Chief
Executive Officer |
Exhibit
10.3
Amendment
to the April 1, 2022 Amended and Restated Employment Agreement between Celularity Inc. and Stephen Brigido
This
Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and Stephen
A. Brigido, DPM (“Executive”) (collectively the “Parties”).
WHEREAS,
on April 1, 2022, the Parties entered into an Amended and Restated Employment Agreement (the “Employment Agreement”);
WHEREAS,
the Employment Agreement provides that Executive’s annual Base Salary (as that term is defined in the Employment Agreement) is
subject to review and adjustment from time to time by the Company in its sole discretion; and
WHEREAS,
in order to comply with Section 4.15(a) of the Securities Purchase Agreement dated January 12, 2024 between the Company and Dragasac
Limited, a company incorporated in the Isle of Man (the “SPA”) the Board has determined that the base salary of each member
of the Company’s executive leadership team, including all employees of the Company with a title of Senior Vice President and Above
(excluding Dr. Robert Hariri, whose salary will be subject to greater reduction) shall be reduced by fifteen percent (15%) for the year
ended December 31, 2024;
WHEREAS,
this Agreement is being entered into in accordance with Section 4.15(a) of the SPA.
NOW
THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:
| 1. | Effective
February 16, 2024, the Company will decrease the portion of Executive’s Base Salary
payable to Executive in accordance with the Company’s standard payroll practices from
$425,000.00 per year (the “Prior Base Salary”) to $361,250.00 per year, less
applicable withholdings (the “Revised Base Salary”). |
| | |
| 2. | Payment
of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January
1, 2025. |
| | |
| 3. | By
signing this Agreement, Executive acknowledges and agrees that the reduction in the payment
of Executive’s Base Salary to the Revised Base Salary rate is being implemented with
Executive’s prior written consent and as a broad based reduction in the base salaries
of all members of the Company’s executive management, and shall not constitute “Good
Reason”(as defined in any agreement between Executive and the Company or any of its
affiliates, including, but not limited to, the Employment Agreement and any outstanding equity
award) for the Executive to obtain designated benefits from the Company in connection with
such resignation or the breach of any obligation of the Company or any of its affiliates. |
| | |
| 4. | In
the event of Executive’s termination of employment by the Company without Cause or
resignation under circumstances that constitute Good Reason under the terms of the Employment
Agreement, any severance pay to which Executive may become entitled shall be calculated based
on the Prior Base Salary rate, without regard to the reduction in base salary contemplated
by this Agreement. |
| | |
| 5. | Except
as otherwise provided herein, nothing in this Agreement constitutes a waiver of any other
compensation or benefits to which Executive may be entitled or a waiver of any of Executive’s
rights under any agreement between Executive and the Company or any of its affiliates or
any program, plan, or arrangement of the Company or any of its affiliates. |
IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
|
|
Stephen
Brigido, an individual |
|
|
|
Dated: |
February 16, 2024 |
|
/s/
Stephen Brigido |
|
|
Stephen
A. Brigido, DPM |
|
|
CELULARITY
INC. |
|
|
|
|
Dated: |
February 16, 2024 |
|
By |
/s/
Robert Hariri |
|
|
|
Robert
J. Hariri, MD, PhD |
|
|
|
Chief
Executive Officer |
Exhibit
10.4
Amendment
to the April 1, 2022 Amended and Restated Employment Agreement between Celularity Inc. and John Haines
This
Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and John R.
Haines (“Executive”) (collectively the “Parties”).
WHEREAS,
on April 1, 2022, the Parties entered into an Amended and Restated Employment Agreement (the “Employment Agreement”);
WHEREAS,
the Employment Agreement provides that Executive’s annual Base Salary (as that term is defined in the Employment Agreement) is
subject to review and adjustment from time to time by the Company in its sole discretion; and
WHEREAS,
in order to comply with Section 4.15(a) of the Securities Purchase Agreement dated January 12, 2024 between the Company and Dragasac
Limited, a company incorporated in the Isle of Man (the “SPA”) the Board has determined that the base salary of each member
of the Company’s executive leadership team, including all employees of the Company with a title of Senior Vice President and Above
(excluding Dr. Robert Hariri, whose salary will be subject to greater reduction) shall be reduced by fifteen percent (15%) for the year
ended December 31, 2024;
WHEREAS,
this Agreement is being entered into in accordance with Section 4.15(a) of the SPA.
NOW
THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:
| 1. | Effective
February 16, 2024, the Company will decrease the portion of Executive’s Base Salary
payable to Executive in accordance with the Company’s standard payroll practices from
$500,000.00 per year (the “Prior Base Salary”) to $425,000.00 per year, less
applicable withholdings (the “Revised Base Salary”). |
| 2. | Payment
of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January
1, 2025. |
| 3. | By
signing this Agreement, Executive acknowledges and agrees that the reduction in the payment
of Executive’s Base Salary to the Revised Base Salary rate is being implemented with
Executive’s prior written consent and as a broad based reduction in the base salaries
of all members of the Company’s executive management, and shall not constitute “Good
Reason”(as defined in any agreement between Executive and the Company or any of its
affiliates, including, but not limited to, the Employment Agreement and any outstanding equity
award) for the Executive to obtain designated benefits from the Company in connection with
such resignation or the breach of any obligation of the Company or any of its affiliates. |
| 4. | In
the event of Executive’s termination of employment by the Company without Cause or
resignation under circumstances that constitute Good Reason under the terms of the Employment
Agreement, any severance pay to which Executive may become entitled shall be calculated based
on the Prior Base Salary rate, without regard to the reduction in base salary contemplated
by this Agreement. |
| 5. | Except
as otherwise provided herein, nothing in this Agreement constitutes a waiver of any other
compensation or benefits to which Executive may be entitled or a waiver of any of Executive’s
rights under any agreement between Executive and the Company or any of its affiliates or
any program, plan, or arrangement of the Company or any of its affiliates. |
IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
|
|
John
Haines, an individual |
|
|
|
Dated: |
February 16, 2024 |
|
/s/
John Haines |
|
|
John
R. Haines |
|
|
CELULARITY
INC. |
|
|
|
|
Dated: |
February 16, 2024 |
|
By |
/s/
Robert Hariri |
|
|
|
Robert
J. Hariri, MD, PhD |
|
|
|
Chief
Executive Officer |
Exhibit
10.5
Amendment
to the September 29, 2022 Employment Agreement between Celularity Inc. and Adrian Kilcoyne
This
Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and Adrian Kilcoyne,
MD (“Executive”) (collectively the “Parties”).
WHEREAS,
on September 29, 2022, the Parties entered into an Employment Agreement (the “Employment Agreement”);
WHEREAS,
the Employment Agreement provides that Executive’s annual Base Salary (as that term is defined in the Employment Agreement) is
subject to review and adjustment from time to time by the Company in its sole discretion; and
WHEREAS,
in order to comply with Section 4.15(a) of the Securities Purchase Agreement dated January 12, 2024 between the Company and Dragasac
Limited, a company incorporated in the Isle of Man (the “SPA”) the Board has determined that the base salary of each member
of the Company’s executive leadership team, including all employees of the Company with a title of Senior Vice President and Above
(excluding Dr. Robert Hariri, whose salary will be subject to greater reduction) shall be reduced by fifteen percent (15%) for the year
ended December 31, 2024;
WHEREAS,
this Agreement is being entered into in accordance with Section 4.15(a) of the SPA.
NOW
THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:
| 1. | Effective
February 16, 2024, the Company will decrease the portion of Executive’s Base Salary
payable to Executive in accordance with the Company’s standard payroll practices from
$475,000.00 per year (the “Prior Base Salary”) to $403,750.00 per year, less
applicable withholdings (the “Revised Base Salary”). |
| 2. | Payment
of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January
1, 2025. |
| 3. | By
signing this Agreement, Executive acknowledges and agrees that the reduction in the payment
of Executive’s Base Salary to the Revised Base Salary rate is being implemented with
Executive’s prior written consent and as a broad based reduction in the base salaries
of all members of the Company’s executive management, and shall not constitute “Good
Reason”(as defined in any agreement between Executive and the Company or any of its
affiliates, including, but not limited to, the Employment Agreement and any outstanding equity
award) for the Executive to obtain designated benefits from the Company in connection with
such resignation or the breach of any obligation of the Company or any of its affiliates. |
| 4. | In
the event of Executive’s termination of employment by the Company without Cause or
resignation under circumstances that constitute Good Reason under the terms of the Employment
Agreement, any severance pay to which Executive may become entitled shall be calculated based
on the Prior Base Salary rate, without regard to the reduction in base salary contemplated
by this Agreement. |
| 5. | Except
as otherwise provided herein, nothing in this Agreement constitutes a waiver of any other
compensation or benefits to which Executive may be entitled or a waiver of any of Executive’s
rights under any agreement between Executive and the Company or any of its affiliates or
any program, plan, or arrangement of the Company or any of its affiliates. |
IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
|
|
Adrian
Kilcoyne, an individual |
|
|
|
Dated: |
February 16, 2024 |
|
/s/
Adrian Kilcoyne |
|
|
Adrian
Kilcoyne, MD |
|
|
CELULARITY
INC. |
|
|
|
|
Dated: |
February 16, 2024 |
|
By
|
/s/
Robert Hariri |
|
|
|
Robert
J. Hariri, MD, PhD |
|
|
|
Chief
Executive Officer |
Exhibit
10.6
Amendment
to the July 13, 2022 Employment Agreement between Celularity Inc. and K. Harold Fletcher
This
Amendment Agreement (“Agreement”) is entered into by and between Celularity Inc. (the “Company”) and K. Harold
Fletcher (“Executive”) (collectively the “Parties”).
WHEREAS,
on July 13, 2022, the Parties entered into an Employment Agreement (the “Employment Agreement”);
WHEREAS,
the Employment Agreement provides that Executive’s annual Base Salary (as that term is defined in the Employment Agreement) is
subject to review and adjustment from time to time by the Company in its sole discretion; and
WHEREAS,
in order to comply with Section 4.15(a) of the Securities Purchase Agreement dated January 12, 2024 between the Company and Dragasac
Limited, a company incorporated in the Isle of Man (the “SPA”) the Board has determined that the base salary of each member
of the Company’s executive leadership team, including all employees of the Company with a title of Senior Vice President and Above
(excluding Dr. Robert Hariri, whose salary will be subject to greater reduction) shall be reduced by fifteen percent (15%) for the year
ended December 31, 2024;
WHEREAS,
this Agreement is being entered into in accordance with Section 4.15(a) of the SPA.
NOW
THEREFORE, in consideration of the mutual promises contained herein, the Parties agree to the following:
| 1. | Effective
February 16, 2024, the Company will decrease the portion of Executive’s Base Salary
payable to Executive in accordance with the Company’s standard payroll practices from
$380,000.00 per year (the “Prior Base Salary”) to $323,000.00 per year, less
applicable withholdings (the “Revised Base Salary”). |
| 2. | Payment
of Executive’s Base Salary at the Prior Base Salary rate shall resume effective January
1, 2025. |
| 3. | By
signing this Agreement, Executive acknowledges and agrees that the reduction in the payment
of Executive’s Base Salary to the Revised Base Salary rate is being implemented with
Executive’s prior written consent and as a broad based reduction in the base salaries
of all members of the Company’s executive management, and shall not constitute “Good
Reason”(as defined in any agreement between Executive and the Company or any of its
affiliates, including, but not limited to, the Employment Agreement and any outstanding equity
award) for the Executive to obtain designated benefits from the Company in connection with
such resignation or the breach of any obligation of the Company or any of its affiliates. |
| 4. | In
the event of Executive’s termination of employment by the Company without Cause or
resignation under circumstances that constitute Good Reason under the terms of the Employment
Agreement, any severance pay to which Executive may become entitled shall be calculated based
on the Prior Base Salary rate, without regard to the reduction in base salary contemplated
by this Agreement. |
| 5. | Except
as otherwise provided herein, nothing in this Agreement constitutes a waiver of any other
compensation or benefits to which Executive may be entitled or a waiver of any of Executive’s
rights under any agreement between Executive and the Company or any of its affiliates or
any program, plan, or arrangement of the Company or any of its affiliates. |
IN
WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
|
|
K.
Harold fletcher, an individual |
|
|
|
Dated: |
February 16, 2024 |
|
/s/
K. Harold Fletcher |
|
|
K.
Harold Fletcher, Esq. |
|
|
CELULARITY
INC. |
|
|
|
|
Dated: |
February 16, 2024 |
|
By |
/s/
Robert Hariri |
|
|
|
Robert
J. Hariri, MD, PhD |
|
|
|
Chief
Executive Officer |
v3.24.0.1
Cover
|
Feb. 16, 2024 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Feb. 16, 2024
|
Entity File Number |
001-38914
|
Entity Registrant Name |
Celularity
Inc.
|
Entity Central Index Key |
0001752828
|
Entity Tax Identification Number |
83-1702591
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
170
Park Ave
|
Entity Address, City or Town |
Florham
Park
|
Entity Address, State or Province |
NJ
|
Entity Address, Postal Zip Code |
07932
|
City Area Code |
(908)
|
Local Phone Number |
768-2170
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Entity Emerging Growth Company |
true
|
Elected Not To Use the Extended Transition Period |
false
|
Class A Common Stock, $0.0001 par value per share |
|
Title of 12(b) Security |
Class
A Common Stock, $0.0001 par value per share
|
Trading Symbol |
CELU
|
Security Exchange Name |
NASDAQ
|
Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
Title of 12(b) Security |
Warrants,
each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share
|
Trading Symbol |
CELUW
|
Security Exchange Name |
NASDAQ
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CELU_ClassCommonStock0.0001ParValuePerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
X |
- Details
Name: |
us-gaap_StatementClassOfStockAxis=CELU_WarrantsEachExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember |
Namespace Prefix: |
|
Data Type: |
na |
Balance Type: |
|
Period Type: |
|
|
Celularity (NASDAQ:CELU)
Historical Stock Chart
From Aug 2024 to Sep 2024
Celularity (NASDAQ:CELU)
Historical Stock Chart
From Sep 2023 to Sep 2024