As filed with the Securities and Exchange Commission on August 11, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CELULARITY INC.
(Exact name of registrant as specified in its charter)
Delaware | 83-1702591 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
170 Park Ave | ||
Florham Park, New Jersey | 07932 | |
(Address of Principal Executive Offices) | (Zip Code) |
Celularity Inc. 2021 Equity Incentive Plan
Celularity Inc. 2021 Employee Stock Purchase Plan
(Full titles of the plans)
Robert J. Hariri, M.D., Ph.D.
Chief Executive Officer
Celularity Inc.
170 Park Ave
Florham Park, New Jersey 07932
(Name and address of agent for service)
(908) 768-2170
(Telephone number, including area code, of agent for service)
Copies to:
Keary Dunn, Esq. Celularity Inc. 170 Park Ave Florham Park, New Jersey 07932 Tel: (908) 768-2170 | Marianne Sarrazin, Esq. Goodwin Procter LLP Three Embarcadero Center San Francisco, California 94111 Tel: (415) 733-6000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Celularity Inc. (“Celularity”) is filing this Registration Statement on Form S-8 for the purpose of registering an additional 4,972,315 shares of its Class A common stock, par value $0.0001 per share, under the Celularity Inc. 2021 Equity Incentive Plan (the “2021 Plan”) and an additional 1,243,078 shares of its Class A common stock, par value $0.0001 per share, under the Celularity Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), pursuant to the provisions of each plan that provide for annual automatic increases in the number of shares of Class A common stock reserved for issuance under each plan. In each case, the additional shares are of the same class as other securities for which a registration statement relating to the 2021 Plan and the ESPP has previously been filed and is effective. Accordingly, this registration statement incorporates by reference the contents of the registration statement on Form S-8 (File No. 333-260025), filed with the Securities and Exchange Commission on October 4, 2021 relating to the 2021 Plan and the ESPP pursuant to General Instruction E, except with respect to Item 8. Exhibits thereof.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
EXHIBIT INDEX
* | Filed herewith. |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Florham Park, New Jersey, on the 11th day of August, 2022.
CELULARITY INC. | ||
By: | /s/ Robert J. Hariri | |
Name: | Robert J. Hariri | |
Title: | Chief Executive Officer |
POWER OF ATTORNEY AND SIGNATURES
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below hereby constitutes and appoints each of Robert J. Hariri M.D., Ph.D., David C. Beers and Keary Dunn, Esq. as such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such person in such person’s name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement on Form S-8, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Commission granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following person in the capacities and on the date indicated below.
Signature | Title | Date | ||
/s/ Robert J. Hariri Robert J. Hariri, M.D., Ph.D. | President and Chief Executive Officer (Principal Executive Officer) | August 3, 2022 | ||
/s/ David C. Beers David C. Beers | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | August 3, 2022 | ||
/s/ Peter Diamandis Peter Diamandis, M.D. | Director | August 3, 2022 | ||
/s/ Dean C. Kehler Dean C. Kehler | Director | August 3, 2022 | ||
Lim Kok Thay | Director | August 3, 2022 | ||
/s/ Marc Mazur Marc Mazur | Director | August 3, 2022 | ||
/s/ Diane Parks Diane Parks | Director | August 3, 2022 |
Signature | Title | Date | ||
/s/ John Sculley John Sculley | Director | August 11, 2022 | ||
/s/ Robin L. Smith Robin L. Smith, M.D., MBA | Director | August 11, 2022 | ||
/s/ Andrew C. von Eschenbach Andrew C. von Eschenbach, M.D. | Director | August 11, 2022 |