Celularity Inc
For the period ended Feb 2, 2024. Filed Feb 2, 2024.
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Feb 2, 2024 · Filed Feb 2, 2024
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DEF 14A 1 formdef14a.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
170 Park Ave
Florham Park, New Jersey 07932
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To be held on February 22, 2024
Notice is hereby given that a Special Meeting of Stockholders, or Special Meeting, of Celularity Inc., will be held on February 22, 2024 at 9:00 a.m. Eastern Time at Celularity’s headquarters located at 170 Park Avenue, Florham Park, New Jersey 07932. The Special Meeting will be held for the following purposes:
| 1. | To approve an amendment to our second amended and restated certificate of incorporation, as amended, or the Charter, to effect a reverse stock split of our outstanding shares of Class A common stock, par value $0.0001 per share, or the Reverse Stock Split, at a ratio, ranging from one-for-ten (1:10) to one-for-one hundred (1:100), with the exact ratio to be set within that range at the discretion of our board of directors without further approval or authorization of our stockholders, or the Reverse Stock Split Proposal; |
| 2. | To approve the potential issuance of shares of Class A common stock at a price per share less than the “Minimum Price” for the purposes of Nasdaq Listing Rules 5635(d), or the Nasdaq Proposal; and |
| 3. | To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the foregoing proposals. |
These items of business are more fully described in the proxy statement accompanying this Notice.
YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE PROPOSALS OUTLINED IN THE ACCOMPANYING PROXY STATEMENT.
Only Celularity Inc. stockholders of record at the close of business on January 24, 2024, will be entitled to vote at the Special Meeting and any adjournment or postponement thereof.
Important Notice Regarding the Availability of Proxy Materials for the Special Meeting to Be Held on February 22, 2024 at Celularity’s headquarters located at 170 Park Avenue, Florham Park, New Jersey 07932.
The proxy statement is available at www.proxydocs.com/CELU.
By order of the Board of Directors,
/s/ Robert J. Hariri
Robert J. Hariri, M.D., Ph.D.
Chief Executive Officer
Florham Park, New Jersey
February 2, 2024
You are cordially invited to attend the meeting in person. Whether or not you expect to attend the meeting, please complete, date, sign and return the enclosed proxy, or vote over the telephone or the internet as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. A return envelope (which is postage prepaid if mailed in the United States) has been provided for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the meeting, you must obtain a proxy issued in your name from that record holder
Table of Contents
| Page | |
|---|---|
| PROXY STATEMENT FOR THE SPECIAL MEETING OF STOCKHOLDERS | 1 |
| GENERAL INFORMATION | 2 |
| PROPOSAL NO. 1—REVERSE STOCK SPLIT PROPOSAL | 7 |
| PROPOSAL NO. 2—NASDAQ PROPOSAL | 15 |
| PRINCIPAL STOCKHOLDERS | 17 |
| HOUSEHOLDING | 19 |
| OTHER MATTERS | 19 |
| APPENDIX A—FORM OF CERTIFICATE OF AMENDMENT | A-1 |
| APPENDIX B—FORM OF PROXY CARD | B-1 |
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170 Park Ave
Florham Park, New Jersey 07932
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.