Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
May 15 2024 - 5:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
Commission
File Number: 001-38914
NOTIFICATION
OF LATE FILING
(Check
One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form
N-CSR
For
Period Ended: March 31, 2024
☐
Transition Report on Form 10-K
☐
Transition Report on Form 20-F
☐
Transition Report on Form 11-K
☐
Transition Report on Form 10-Q
☐
Transition Report on Form N-SAR
☐
For the Transition Period Ended: __________________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type. Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION |
|
Celularity
Inc.
Full
Name of Registrant |
|
Former
Name if Applicable |
|
170
Park Ave
Address
of Principal Executive Office (Street and Number) |
|
Florham
Park, NJ 07932
City,
State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the Registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate.)
|
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
|
|
|
☐
|
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q, or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
|
|
|
|
(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State
below in reasonable detail why the Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR or the transition report portion thereof could not
be filed within the prescribed time period.
Celularity
Inc. (the “Company”) will be unable to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (the “Q1
2024 Form 10-Q”) with the Securities and Exchange Commission (“SEC”) within the prescribed time period. Constraints
in Celularity’s liquidity position and financial accounting staffing levels caused a delay in the financial close and reporting
process and preparation of the consolidated financial statements. Despite working diligently in an effort to timely file the Q1 2024
Form 10-Q, the Company has been unable to complete all work necessary to timely file the Q1 2024 Form 10-Q. As of the date of this Notification
of Late Filing (Form 12b-25), the Company has not yet completed the preparation of the financial statements for the quarter ended March
31, 2024.
The Company is working diligently and plans to file the Q1 2024 Form 10-Q with the SEC as soon as practicable.
PART
IV— OTHER INFORMATION
(1) | Name
and telephone number of person to contact in regard to this notification |
David
Beers
(Name) |
|
908
(Area
Code) |
|
845-4350
(Telephone
Number) |
(2) | Have
all other periodic reports required under Section 13 or 15(d) of the Securities Exchange
Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months
or for such shorter period that the registrant was required to file such report(s) been filed?
If answer is no, identify report(s). |
| Yes
☐ No ☒ |
| |
| Annual Report on Form 10-K for the year ended December 31, 2023. |
| |
(3) | Is
it anticipated that any significant change in results of operations from the corresponding
period for the last fiscal year will be reflected by the earnings statements to be included
in the subject report or portion thereof? |
| Yes
☒ No ☐ |
| |
| If
so, attach an explanation of the anticipated change, both narratively and quantitatively,
and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made. |
| |
| Results of operations for the three months ended March 31, 2023, included several non-recurring items, which the Company does not anticipate
for the three months ended March 31, 2024 including: i) $23.7 million of software cease-use costs; ii) $29.6 million of goodwill impairment
charge relating to the Cell Therapy reporting unit; and, iii) $18.9 million change in fair value of contingent consideration liability
resulting from a change in market-based assumptions. The Company does not anticipate these items in the three months ended March 31, 2024. |
| |
| The Company is currently not able to provide a reasonable estimate of the anticipated changes in its results of operations for the quarter
ended March 31, 2024, compared to its results of operations for the quarter ended March 31, 2023. |
| |
Forward-Looking
Statements
This
Form 12b-25 includes “forward-looking statements” within the meaning of the “safe harbor” provisions of the
Private Securities Litigation Reform Act of 1995. Statements in this filing about the Company that are not historical facts are
forward-looking statements based on the Company’s current expectations, assumptions, estimates and projections. These
forward-looking statements are subject to risks and uncertainties that could cause actual future events or results to differ
materially from such statements. These forward-looking statements are based on our current expectations, which may not prove to be
accurate. The words “believe,” “may,” “will,” “estimate,” “potential,”
“continue,” “anticipate,” “intend,” “expect,” “could,”
“would,” “project,” “plan,” “target” and similar expressions are intended to
identify forward-looking statements. These forward-looking statements include, but are not limited to, statements regarding the
Company’s beliefs and expectations relating to the filing of the Q1 2024 Form 10-Q and anticipated changes in results of
operations. Important factors that may cause actual results to differ materially from those in the forward-looking statements
include, but are not limited to, a material delay in the Company’s financial reporting, including the possibility that the
Company will not be able to file its Q1 2024 Form 10-Q within the extension permitted by Rule 12b-25 of the Exchange Act and the
possibility that the ongoing review may identify errors or control deficiencies in the Company’s accounting practices.
The Company disclaims and does not undertake any obligation to update or revise any forward-looking statement in this report, except
as required by applicable law or regulation.
|
Celularity
Inc. |
|
|
(Name
of Registrant as Specified in Charter) |
|
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
|
May 15, 2024 |
|
By:
|
/s/
David Beers |
|
|
|
Name: |
David
C. Beers |
|
|
|
Title: |
Chief
Financial Officer |
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