{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-23-028627","form_type":"8-K","ticker":"CELU","cik":"0001752828","company_name":"Celularity Inc","filed_at":"2023-06-16T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.383064+00:00","generated_at":"2026-06-13T22:57:33.488255+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"negative","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Celularity stockholders approve lower Yorkville PPA floor price to $0.50/share","bullets":["Stockholders approved lowering Yorkville PPA floor price to $0.50 (101.7M for, 345.5K against).","Approved issuance of >20% of Class A common stock to Yorkville at below minimum price (101.3M for).","Elected Dean Kehler, Robin Smith, and Lim Kok Thay as Class II directors for three-year terms.","Approved charter amendment limiting officer liability under Delaware law and ratified Deloitte as auditor for FY2023."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-23-028627","json":"https://secwatch.observer/filing/0000950170-23-028627.json","markdown":"https://secwatch.observer/filing/0000950170-23-028627.md","text":"https://secwatch.observer/filing/0000950170-23-028627.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1752828/000095017023028627/0000950170-23-028627-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1752828/000095017023028627/celu-20230614.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-13T22:57:33.488255+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"d699f448a0d7a9142f4af003c2c83c75f47e8924","claim":"Celularity Inc: Stockholders approved an amendment to the Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers as permitted by recent amendments to Delaware law (effective 2023-06-14).","evidence_excerpt":"At the 2023 annual meeting of stockholders of Celularity Inc., or Celularity, held on June 14, 2023, or the Annual Meeting, the stockholders of Celularity approved an amendment to Celularity’s Second Amended and Restated Certificate of Incorporation to limit the liability of certain officers of Celularity as permitted by recent amendments to Delaware law.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1752828/000095017023028627/0000950170-23-028627-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-06-14"}],"fact_type":"governance_change"},{"claim_id":"7b356f409bdb905441cd6d5984e64236662f5853","claim":"Celularity Inc shareholders approved Elect Dean C. Kehler, Robin L. Smith, M.D., and Lim Kok Thay as Class II Directors at the 2023-06-16 meeting.","evidence_excerpt":"Proposal 1. Stockholders elected the following nominees to serve as the Class II Directors on Celularity’s Board of Directors until its 2026 Annual Meeting of Stockholders or until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation or removal. The voting results for the nominees were as follows: Director Name Votes For Votes Withheld Broker Non-Votes Dean C. Kehler 109,020,056 5,784,735 37,744,783 Robin L. Smith, M.D. 111,579,526 3,221,173 37,748,875 Lim Kok Thay 106,756,423 8,044,276 37,748,875","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1752828/000095017023028627/0000950170-23-028627-index.htm","confidence":0.95,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-16"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}