CELU 10-Q
Celularity Inc (CELU)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
or
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
(Address of principal executive offices) |
(Zip Code) |
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 | ☐ |
| ☒ | 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 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of September 24, 2026, the registrant had shares of Class A common stock, $ par value per share, outstanding.
Table of Contents
Unless the context indicates otherwise, references in this quarterly report to the “Company,” “Celularity,” “we,” “us,” “our” and similar terms refer to Celularity Inc. and its consolidated subsidiaries.
This quarterly report on Form 10-Q also contains registered marks, trademarks and trade names of other companies. Celularity Inc. has exclusive rights to the use of the Celularity logo, Celularity IMPACT, Biovance, Interfyl, Lifebank, CentaFlex and other trademarks or service marks of Celularity Inc. appearing in this quarterly report. All other trademarks, registered marks and trade names appearing herein are the property of their respective holders.
| i |
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some of the statements contained in this report on Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These statements relate to our future events, including our anticipated operations, research, development and commercialization activities, clinical trials, operating results and financial condition. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:
| ● | the success, cost, timing and potential indications of our cellular therapy candidate development activities and clinical trials, as well as our ability to expand our biomaterials business and leverage our core expertise in cellular therapeutic development and manufacturing to generate revenues by providing contract manufacturing and development services to third parties; | |
| ● | the size of the markets for our therapeutic candidates and biomaterials products, and our ability to serve those markets; | |
| ● | the timing of the initiation, enrollment and completion of planned clinical trials in the United States and foreign countries; | |
| ● | our ability to obtain and maintain regulatory approval of our therapeutic candidates in any of the indications for which we plan to develop them, and any related restrictions, limitations, and/or warnings in the label of any approved therapeutic; | |
| ● | our ability to obtain funding for our operations, including funding necessary to complete the clinical trials of any of our therapeutic candidates; |
| ii |
| ● | our ability and plans to research, develop, manufacture and commercialize our therapeutic candidates, as well as our degenerative disease products; | |
| ● | our ability to attract and retain collaborators with development, regulatory and commercialization expertise; | |
| ● | our ability to successfully commercialize our therapeutic candidates and biomaterials products and the ability for such therapeutic products and biomaterials products to qualify for reimbursement; | |
| ● | our ability to develop and maintain sales and marketing capabilities, whether alone or with potential future collaborators; | |
| ● | our estimates regarding future expenses, revenues, capital requirements and needs for additional financing; | |
| ● | our use of cash and other resources; | |
| ● | our expectations regarding our ability to obtain and maintain and preserve our licenses in, and our intellectual property protection for our therapeutic candidates, degenerative disease products, and our ability to operate our business without infringing on the intellectual property rights of others. | |
| ● | the success, timing and anticipated benefits of our strategic transactions and collaborations, including our ability to realize the expected operational, financial and commercial benefits of recently entered agreements and other strategic arrangements; | |
| ● | our ability to attract, retain and successfully manage collaborators, suppliers and other third parties, and to realize the anticipated benefits of such relationships; | |
| ● | our estimates regarding future expenses, revenues, capital requirements and the impact of strategic transactions, collaborations or other arrangements on our financial condition and liquidity; and | |
| ● | the impact of recently completed or announced transactions, agreements or other strategic initiatives on our business, operations and financial condition. |
In some cases, you can identify these forward-looking statements by the use of terminology such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and the negative version of these words or other comparable words or phrases, but the absence of these words does not mean that a statement is not forward-looking. These statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Considering these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report on Form 10-Q to conform these statements to actual results or to changes in our expectations.
You should read this report on Form 10-Q and the documents that we reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances, or otherwise. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report on Form 10-Q.
| iii |
PART I—FINANCIAL INFORMATION
Item 1. Financial Statements.
Celularity Inc.
Unaudited Condensed Consolidated Balance Sheets
(In thousands, except share and per share amounts)
| March 31, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance of $ | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Goodwill | ||||||||
| Intangible assets, net | ||||||||
| Right-of-use assets - operating | ||||||||
| Restricted cash | ||||||||
| Inventory, net of current portion | ||||||||
| Other long-term assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Deficit | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses and other current liabilities | ||||||||
| Short-term debt - unaffiliated | ||||||||
| Short-term debt - related parties | ||||||||
| Short-term license obligation | ||||||||
| Deferred revenue | ||||||||
| Preferred stock redemption liability | ||||||||
| Derivative liability | ||||||||
| Total current liabilities | ||||||||
| Deferred revenue, net of current portion | ||||||||
| Noncurrent acquisition - related contingent consideration | ||||||||
| Noncurrent lease liabilities - operating | ||||||||
| Warrant liabilities | ||||||||
| Long-term license obligation | ||||||||
| Deferred income tax liabilities | ||||||||
| Other liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 13) | ||||||||
| Stockholders’ equity (deficit) | ||||||||
| Preferred stock, $ par value, shares authorized; shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Common Stock, $ par value, shares authorized; and shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated other comprehensive loss | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ deficit | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 1 |
Celularity Inc.
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)
(In thousands, except share and per share amounts)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net revenues | ||||||||
| Product sales | $ | $ | ||||||
| Services | ||||||||
| License, royalty and other | ||||||||
| Total revenues | ||||||||
| Operating expenses | ||||||||
| Cost of revenues (excluding amortization of acquired intangible assets) | ||||||||
| Product sales | ||||||||
| Services | ||||||||
| License, royalty and other | ||||||||
| Research and development | ||||||||
| Selling, general and administrative | ||||||||
| Amortization of acquired intangible assets | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other income (expense): | ||||||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Change in fair value of warrant liabilities | ( | ) | ||||||
| Change in fair value of debt | ( | ) | ( | ) | ||||
| Loss on debt extinguishment | ( | ) | ||||||
| Sale of New Jersey state tax loss benefits | ||||||||
| Other expense, net | ( | ) | ( | ) | ||||
| Total other income (expense) | ( | ) | ||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Deemed dividend relating to inducement of Dragasac warrants | ( | ) | ||||||
| Earnings allocated to participating warrants | ( | ) | ||||||
| Net income (loss) attributable to common shareholders and participating warrants | $ | $ | ( | ) | ||||
| Per share information: | ||||||||
| Net income (loss) per share - basic | $ | $ | ( | ) | ||||
| Weighted average shares outstanding - basic | ||||||||
| Net income (loss) per share - diluted | $ | $ | ( | ) | ||||
| Weighted average shares outstanding - diluted | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Other comprehensive income (loss) | ||||||||
| Change in fair value of debt due to change in credit risk, net of tax | ||||||||
| Comprehensive income (loss) | $ | $ | ( | ) | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 2 |
Celularity Inc.,
Condensed Consolidated Statements of Changes In Stockholders’ Equity (Deficit) (Unaudited)
(In thousands, except share amounts)
| Common Stock | Series A Preferred Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Equity | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income (Loss) | (Deficit) | |||||||||||||||||||||||||
| Balances at January 1, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||||||||||
| Vesting of restricted stock units | - | |||||||||||||||||||||||||||||||
| Tax withholding on vesting of restricted stock units | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Issuance to Dragasac in connection with warrant repricing | - | |||||||||||||||||||||||||||||||
| Dragasac Warrant Issuance Inducement | - | - | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common stock consideration shares to Yorkville in connection with Side Letter | - | |||||||||||||||||||||||||||||||
| Issuance of common stock in connection with settlement of debt | - | |||||||||||||||||||||||||||||||
| Issuance and modification of warrants to C. V. Starr | - | - | ||||||||||||||||||||||||||||||
| Change in FV of debt | - | - | ||||||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balances at March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
| Common Stock | Series A Preferred Stock | Additional Paid-in | Accumulated | Accumulated Other Comprehensive | Total Stockholders’ | |||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Income (Loss) | Deficit | |||||||||||||||||||||||||
| Balances at January 1, 2026 | $ | $ | $ | ( | ) | $ | $ | ( | ) | |||||||||||||||||||||||
| Issuance of warrants for Strategic Advisory Services | - | - | ||||||||||||||||||||||||||||||
| Issuance of common stock in connection with legal settlement | - | |||||||||||||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||||||
| Vesting of restricted stock units | - | |||||||||||||||||||||||||||||||
| Director fees paid with restricted stock units | - | |||||||||||||||||||||||||||||||
| Net income | - | - | ||||||||||||||||||||||||||||||
| Balances at March 31, 2026 | $ | $ | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 3 |
Celularity Inc.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flow from operating activities: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operations: | ||||||||
| Depreciation and amortization | ||||||||
| Non cash lease expense | ||||||||
| Provision for inventory obsolescence | ( | ) | ||||||
| Provision for credit losses | ( | ) | ||||||
| Change in fair value of warrant liabilities | ( | ) | ||||||
| Issuance of warrants due to Strategic Advisory Agreement | ||||||||
| Loss on issuance of common stock to Yorkville in connection with the Side Letter | ||||||||
| Loss on issuance of common stock in connection with the settlement of debt | ||||||||
| Share-based compensation expense | ||||||||
| Director fees paid with RSU’s | ||||||||
| Loss on extinguishment of debt | ||||||||
| Change in fair value of debt | ||||||||
| Non cash interest expense | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ||||||||
| Prepaid expenses and other assets | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Lease liabilities | ||||||||
| Deferred revenue | ( | ) | ||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Cash flow from financing activities: | ||||||||
| Issuance of common stock to Dragasac as consideration for inducement agreement | ||||||||
| Repayments of short-term debt - unaffiliated | ( | ) | ||||||
| Payment of SEPA commitment fee | ( | ) | ||||||
| Repayments of other short-term debt - related party (R. Hariri) | ( | ) | ||||||
| Tax withholding on vesting of restricted stock units | ( | ) | ||||||
| Net cash (used in) provided by financing activities | ( | ) | ||||||
| Net decrease in cash, cash equivalents and restricted cash | ( | ) | ( | ) | ||||
| Cash, cash equivalents and restricted cash at beginning of period | ||||||||
| Cash, cash equivalents and restricted cash at end of period | $ | $ | ||||||
| Supplemental non-cash investing and financing activities: | ||||||||
| Contingent consideration accrued in connection with Rebound asset acquisition | $ | |||||||
| Deemed dividend relating to inducement of Dragasac warrants | $ | |||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
| 4 |
Celularity Inc.
Notes to Unaudited Condensed Consolidated Financial Statements
(in thousands, except share and per share amounts)
1. Business
Celularity Inc., (“Celularity” or the “Company” and formerly known as GX Acquisition Corp), was incorporated in Delaware August 24, 2018. The Company’s wholly-owned subsidiaries include, among others, Celularity, LLC, CariCord, Inc. and Anthrogenesis, LLC. Celularity is a longevity-focused regenerative and cellular medicine company developing and manufacturing investigational cellular therapy candidates derived from the postpartum placenta. Celularity leverages the placenta’s unique biology, immunologic properties and scalable availability to develop therapeutic solutions targeting fundamental mechanisms of aging and age-related disease to address age-related diseases, tissue degeneration and declines in human function. Its business includes cellular therapy research and development, manufacturing and related services, biobanking services operated primarily under the Lifebank brand, and biomaterials activities conducted through applicable licensing, manufacturing, supply and distribution arrangements. The Company’s strategy is to concentrate resources on its cellular therapy platform and manufacturing capabilities while pursuing revenue-generating opportunities through third-party services, biobanking and retained biomaterials activities.
Going Concern
In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management evaluates whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. Management has evaluated the Company’s current financial position, liquidity, capital resources, and projected cash flows and has determined that there is substantial doubt about the Company’s ability to continue as a going concern.
The
Company has generally not been profitable and since its inception, the Company has incurred significant operating losses and used net
cash for operating activities. During the three months ended March 31, 2026, the Company recorded net income of $
The Company has historically funded operations through sales of products and services, alongside equity and debt securities financings from both public and private investors. Based on the Company’s current cash burn rate, existing cash on hand is insufficient to fund operations, meet payroll and satisfy contractual debt obligations for the 12-month period following the issuance date of these condensed consolidated financial statements.
In early 2026, the Company implemented operational restructuring initiatives aimed at reducing overhead costs, streamlining headcount, and reallocating resources toward core commercial opportunities. Revenue growth, which is not certain, will be required to achieve break-even operating cash flows on a monthly, quarterly or annual basis.
Management is also actively seeking additional capital through public or private equity offerings, debt financings, strategic collaborations, or other financing transactions. However, these plans are not fully committed, are subject to market conditions, and remain outside of the Company’s control. Accordingly, management cannot conclude that it is probable these plans will be successfully implemented or that, if implemented, they will alleviate the substantial doubt.
| 5 |
On
May 27, 2026, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating non-compliance with Nasdaq
Listing Rule 5250(c)(1) due to the delay in filing its Form 10-Q for the period ended March 31, 2026. On June 9, 2026, the Company received
a notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(b)(2) due to its market value of listed securities
falling below the $
To regain compliance with the market value and minimum bid price requirements, the Company must satisfy the applicable threshold for at least 10 consecutive business days within the respective compliance period, subject to Nasdaq’s discretion to require a longer period. As of the date of this report, the Company has not received written confirmation from Nasdaq that it has regained compliance with either requirement. While the Company is taking steps to regain compliance with all applicable Nasdaq rules, there can be no assurance that it will do so within the applicable periods, and failure to do so could result in the delisting of the Company’s common stock. Delisting could severely impair the liquidity and market value of the Company’s common stock and significantly restrict its ability to raise additional capital.
If the Company is unable to secure sufficient additional capital or generate positive cash flows from operations to satisfy its obligations as they become due over the next 12 months, including the repayment or refinancing of outstanding indebtedness, management will be forced to pursue strategic alternatives. These alternatives may include, but are not limited to:
| ● | Severely curtailing or ceasing commercial and research operations; |
| ● | Monetizing or selling core intellectual property and operating assets; |
| ● | Completing a merger or sale of the business to a strategic or financial partner; or |
| ● | Seeking relief under the U.S. Bankruptcy Code or entering into an out-of-court liquidation or assignment for the benefit of creditors. |
The combination of recurring operating losses, working capital deficits, insufficient cash reserves, debt maturities, and Nasdaq non-compliance status raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
2. Summary of Significant Accounting Policies
Basis of Presentation
The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the U.S. Securities and Exchange Commission’s (“SEC”) rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements as of and for the year ended December 31, 2025, included in the Annual Report on Form 10-K. The unaudited condensed consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The unaudited condensed consolidated financial information presented herein includes all financial information that, in the opinion of management, is necessary for a fair statement of consolidated financial position, results of operations and cash flows for the periods presented.
| 6 |
Use of Estimates
The preparation of the Company’s condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, assumptions related to the Company’s goodwill and intangible asset impairment assessments, determination of incremental borrowing rates, accrual of research and development expenses, and the valuations of inventory, contingent consideration, short-term debt, stock options and stock warrants. The Company based its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
Fair Value Measurements
Certain assets and liabilities of the Company are presented at fair value. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities presented at fair value are classified and disclosed in the following hierarchy:
| ● | Level 1 — Observable quoted prices in active markets for identical assets or liabilities. |
| ● | Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. |
| ● | Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
Revenue Recognition
The Company generates revenue from (i) sales of degenerative disease products Biovance®, Biovance 3L®, CentaFlex®, and Interfyl® (ii) sales of biobanking umbilical cord and placental blood and tissue collection, processing and storage services and (iii) license, royalty and other arrangements. See the unaudited condensed consolidated statements of operations for net sales by category.
Concentrations of Credit Risk and Significant Customers and Allowance for Doubtful Accounts
Financial instruments that subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted cash, and accounts receivable. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents or restricted cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
The
Company is subject to collection risk from trade accounts receivable related to both degenerative disease product sales and biobanking
services. The Company provides for estimates of uncollectible accounts receivable based on historical collection experience, the age
of accounts receivable balances, and the credit quality of its customers. All product and services customers are in the United States.
As of March 31, 2026, two of the Company’s customers, each of which individually comprised at least 10%, represented an aggregate
| 7 |
During
the three months ending March 31, 2026, the Company had two customers, each of which individually comprised at least 10%, provide for
an aggregate
Equity Method Investments
The Company accounts for its investment in Defeye, Inc. using the equity method. Defeye’s shares are not publicly traded and their fair value is not readily determinable. The Company uses the measurement alternative under ASC 321; the investment was recorded at cost, adjusted for observable price changes in orderly transactions for the same or similar securities of Defeye. In the fourth quarter of 2025, the Company determined that the fair value of the investment was fully impaired due to uncertain market prospects and was expensed.
Basic net income (loss) per share of common stock is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net income (loss) per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as redeemable convertible preferred stock, convertible debt, stock options, restricted stock units and warrants, which would result in the issuance of incremental shares of common stock. The dilutive effect of stock options, restricted stock units and warrants is computed using the treasury stock method, and the dilutive effect of convertible preferred stock and convertible debt is computed using the if-converted method. However, potential common shares are excluded if their effect is anti-dilutive. The Company uses the two-class method, because certain warrants are participating securities that participate in dividends with Class A common stock for basic net loss per share. Under the two-class method, undistributed earnings are allocated between Class A common stock and the participating warrants based on their respective rights to receive dividends. Net losses are not allocated to the participating warrants because the holders do not have a contractual obligation to share in the Company’s losses; accordingly, the net loss for the three months ended March 31, 2025 was not allocated to the warrants, while net income for the three months ended March 31, 2026 was allocated as described above.
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Numerator: | ||||||||
| Net income (loss) | $ | $ | ( | ) | ||||
| Earnings allocated to participating warrants | ( | ) | ||||||
| Net income (loss) allocated to common shareholders | $ | $ | ( | ) | ||||
| Denominator: | ||||||||
| Weighted-average shares outstanding - basic | ||||||||
| Effect of dilutive securities: | ||||||||
| Stock options | ||||||||
| Preferred stock | ||||||||
| Weighted-average shares outstanding - diluted | ||||||||
| Net income (loss) per share: | ||||||||
| Basic | $ | $ | ( | ) | ||||
| Diluted | $ | $ | ( | ) | ||||
| 8 |
| March 31, | ||||||||
| 2026 | 2025 | |||||||
| Stock options | ||||||||
| Restricted stock units | ||||||||
| Market condition stock units | ||||||||
| Warrants | ||||||||
| Convertible debt | ||||||||
| Total | ||||||||
Segment Information
The
Company’s Chief Executive Officer is the chief operating decision maker and manages Company operations in
Allowance for Credit Losses
The Company recognizes credit losses based on forward-looking current expected credit losses. The Company makes estimates of expected credit losses based upon its assessment of various factors, including historical collection experience, the age of accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers.
Recently Issued Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements.
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as subsequently amended by ASU 2025-01 to clarify the effective date, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations and comprehensive loss. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impacts of the adoption of ASU 2025-11 on the consolidated financial statements
In May 2025, the FASB issued ASU 2025-04, Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Scope Application of Profits Interest and Similar Awards and Accounting for Certain Share-Based Payment Awards Issued to a Customer. This update clarifies how to determine whether a profits interest or similar award should be accounted for under Topic 718 and provides guidance on accounting for share-based payment awards granted to customers in conjunction with revenue arrangements. The ASU removes the option to elect a policy to account for forfeitures as they occur, instead requiring entities to estimate forfeitures. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impacts of the adoption of ASU 2025-11 on the consolidated financial statements
In September 2025, the FASB issued ASU No. 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration From a Customer in a Revenue Contract. ASU 2025-07 introduces guidance for applying derivative accounting to contracts that include features tied to the operations or activities of one of the parties to the contract. It also aims to reduce diversity in how share-based payments are accounted for in revenue contracts. ASU 2025-07 will be effective for the annual periods beginning after December 15, 2026 with early adoption permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on the consolidated financial statements.
| 9 |
3. Asset Purchases and Sales
Sequence Asset Purchase
In
October 2024, the Company acquired Sequence LifeScience, Inc. (“Sequence”) Rebound™ full thickness
placental-derived allograft matrix product and related intangible assets in exchange for $
License
In
March 2026 and as amended in April 2026, the Company sold NexGel, Inc. an exclusive, transferable and sublicensable license to develop
and commercialize certain degenerative disease products in exchange for $
The NexGel license agreement entitles the Company to earn up to $
| 10 |
4. Fair Value of Financial Assets and Liabilities
The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:
| Fair Value Measurements as of March 31, 2026 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities: | ||||||||||||||||
| Acquisition-related contingent consideration obligations | $ | $ | $ | $ | ||||||||||||
| December 2025 Convertible Note | ||||||||||||||||
| Warrant liability - July 2023 Registered Direct Warrants | ||||||||||||||||
| Warrant liability - April 2023 Registered Direct Warrants | ||||||||||||||||
| Warrant liability - May 2022 PIPE Warrants | ||||||||||||||||
| Warrant liability - Public Warrants | ||||||||||||||||
| Bifurcated embedded derivative - Series A Preferred Stock | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
| Fair Value Measurements as of December 31, 2025 | ||||||||||||||||
| Level 1 | Level 2 | Level 3 | Total | |||||||||||||
| Liabilities: | ||||||||||||||||
| Acquisition-related contingent consideration obligations | $ | $ | $ | $ | ||||||||||||
| December 2025 Convertible Note | ||||||||||||||||
| December 2025 Promissory Note | ||||||||||||||||
| Warrant liability - July 2023 Registered Direct Warrants | ||||||||||||||||
| Warrant liability - April 2023 Registered Direct Warrants | ||||||||||||||||
| Warrant liability - May 2022 PIPE Warrants | ||||||||||||||||
| Warrant liability - Public Warrants | ||||||||||||||||
| Bifurcated embedded derivative - Series A Preferred Stock | ||||||||||||||||
| $ | $ | $ | ||||||||||||||
During the three months ended March 31, 2026 and 2025, there were no transfers between Level 1, Level 2 and Level 3. The carrying values of other current liabilities approximate fair value in the accompanying condensed consolidated financial statements due to the short-term nature of those instruments.
Valuation of Contingent Consideration
The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs and is based on a probability-weighted income approach. The measurement is based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions.
| 11 |
The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using Level 3 inputs for the periods ended March 31, 2026 and December 31, 2025:
| Balance as of January 1, 2026 | Net transfers in to (out of) Level 3 | Purchases, settlements and other net | Fair value adjustments | Balance as of March 31,
2026 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||
| Acquisition-related contingent consideration obligations | $ | $ | $ | $ | $ | |||||||||||||||
| Balance as of January 1, 2025 | Net transfers in to (out of) Level 3 | Purchases, settlements and other net | Fair value adjustments | Balance as of December 31, 2025 | ||||||||||||||||
Liabilities: | ||||||||||||||||||||
| Acquisition-related contingent consideration obligations | $ | $ | $ | $ | $ | |||||||||||||||
The fair value of the liability to make potential future milestone and earn-out payments was estimated by the Company at each reporting date based, in part, on the results of a third-party valuation using a discounted cash flow analysis based on various assumptions, including the probability of achieving specified events, discount rates, and the period of time until earn-out payments are payable and the conditions triggering the milestone payments are met. The actual settlement of contingent consideration could differ from current estimates based on the actual occurrence of these specified events.
At each reporting date, the Company revalues the contingent consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s consolidated statements of operations and comprehensive loss. Changes in the fair value of the contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the various contingent consideration obligations. The Company has classified the contingent consideration as a long-term liability in the condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.
Valuation of Short-Term Debt –Unaffiliated
The following table presents a reconciliation of short-term debt obligations measured on a recurring basis using Level 3 inputs for the year ended December 31, 2025 and three months ended March 31, 2026:
| Liabilities: | ||||
| Balance as of January 1, 2026 | $ | |||
| Repayment of December 2025 Promissory Note | ( | ) | ||
| Fair value adjustment through earnings | ||||
| Balance as of March 31, 2026 | $ |
| Liabilities: | ||||
| Balance as of January 1, 2025 | $ | |||
| Issuance of December 2025 Convertible note | ||||
| Issuance of December 2025 Promissory Note | ||||
| Conversion of unsecured senior convertible note into common shares | ( | ) | ||
| Settlement of Yorkville Convertible Promissory Note in connection with issuance of common stock | ( | ) | ||
| Fair value adjustment through earnings | ||||
| Fair value adjustment through accumulated other comprehensive income | ( | ) | ||
| Balance as of December 31, 2025 | $ |
| 12 |
December 2025 Convertible Note and December 2025 Promissory Note
On December 19, 2025, the Company entered into a series of definitive agreements with an investor whereby the company issued the investor warrants, a senior secured non-convertible promissory note (the “December 2025 Promissory Note”) and a secured convertible note financing (the “December 2025 Convertible Note”).
Due to certain embedded features within the December 2025 Promissory Note and December 2025 Convertible Note, the Company elected to account for both notes and all the embedded features at fair value at inception. Subsequent changes in fair value are recorded as a component of non-operating loss in the consolidated statement of operations and comprehensive loss.
The
fair values of the December 2025 Promissory Note and December 2025 Convertible Note are based on a PWERM based on various inputs and
assumptions, including the likelihood of various possible scenarios, and a yield rate. The fair value of the December 2025 Convertible
Note was $
Significant inputs for the December 2025 Promissory Note valuation model were as follows:
March 31, 2026 | December 31, 2025 | |||||||
| Likelihood of optional redemption | N/A | % | ||||||
| Likelihood of optional redemption upon default | N/A | % | ||||||
| Likelihood of default | N/A | % | ||||||
| Yield | N/A | % | ||||||
Significant inputs for the December 2025 Convertible Note valuation model were as follows:
March 31, 2026 | December 31, 2025 | |||||||
| Likelihood of optional conversion | $ | % | % | |||||
| Likelihood of dissolution | % | % | ||||||
| Yield | % | % | ||||||
Valuation of Warrant Liability
The warrant liability on March 31, 2026, is comprised of the fair value of warrants to purchase shares of Class A common stock. The Public Warrants are recorded at fair value based on the period-end publicly stated close price, which is a Level 1 input. The Registered Direct, and PIPE Warrants are recorded at their respective closing date fair values based on a Black-Scholes option pricing model that utilizes inputs for: (i) the value of the underlying asset, (ii) the exercise price, (iii) the risk-free rate, (iv) the volatility of the underlying asset, (v) the dividend yield of the underlying asset and (vi) maturity, which are Level 3 inputs. The Black-Scholes option pricing model’s primary unobservable input utilized in determining the fair values of the warrant liabilities is the expected volatility of the Class A common stock. The Company estimates expected volatility based solely on the historical volatility of its common stock. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the estimated remaining term of the warrants. Inputs to the Black-Scholes option pricing models for the warrants are updated each reporting period to reflect fair value.
The following table presents a reconciliation of the warrant liabilities measured on a recurring basis using Level 3 inputs for the three months ended March 31, 2026:
| Warrant liabilities: | ||||
| Balance as of January 1, 2026 | $ | |||
| Loss recognized in earnings from change in fair value | ||||
| Balance as of March 31, 2026 | $ |
| 13 |
5. Inventory
Inventory consisted of the following:
March 31, 2026 | December 31, 2025 | |||||||
| Raw materials | $ | |||||||
| Work in progress | ||||||||
| Finished goods | ||||||||
| Inventory, gross | ||||||||
| Less: inventory reserves | ( | ) | ( | ) | ||||
| Inventory, net | $ | |||||||
| Balance Sheet Classification: | ||||||||
| Inventory | $ | |||||||
| Inventory, net of current portion | ||||||||
| $ | ||||||||
Inventory, net of current portion includes inventory expected to remain on-hand beyond one year from each balance sheet date presented.
6. Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
March 31, 2026 | December 31, 2025 | |||||||
| Prepaid clinical expenses | $ | $ | ||||||
| Prepaid insurance expense | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
7. Property and Equipment, Net
Property and equipment, net consisted of the following:
March 31, 2026 | December 31, 2025 | |||||||
| Leasehold improvements | $ | |||||||
| Laboratory and production equipment | ||||||||
| Machinery, equipment and fixtures | ||||||||
| Property and equipment | ||||||||
| Less: Accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Property and equipment, net | $ | |||||||
Depreciation
and amortization expense was $
| 14 |
8. Goodwill and Intangible Assets, Net
Goodwill
There
were goodwill impairments recognized during the three months ending March 31, 2026 and 2025. The carrying value of goodwill, all of
which is assigned to the Company’s BioBanking reporting unit, was $
Reconciliations of the change in the carrying value of goodwill by segment for the three months ended March 31, 2026 and year ended December 31, 2025 are as follows:
| Balance at December 31, 2025 | Goodwill Recognized | Goodwill Impairment | Balance at March 31, 2026 | |||||||||||||
| BioBanking | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| Balance at December 31, 2024 | Goodwill Recognized | Goodwill Impairment | Balance at December 31, 2025 | |||||||||||||
| BioBanking | $ | $ | $ | $ | ||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
Intangible Assets, net
Intangible assets, net consisted of the following:
March 31, 2026 | December 31, 2025 | Estimated Useful Lives | ||||||||
| Amortizable intangible assets: | ||||||||||
| Developed technology | $ | |||||||||
| Customer relationships | ||||||||||
| Trade names & trademarks | ||||||||||
| Reacquired rights | ||||||||||
| Less accumulated amortization: | ||||||||||
| Developed technology | ( | ) | ( | ) | ||||||
| Customer relationships | ( | ) | ( | ) | ||||||
| Trade names & trademarks | ( | ) | ( | ) | ||||||
| Reacquired rights | ( | ) | ( | ) | ||||||
| ( | ) | ( | ) | |||||||
| Amortizable intangible assets, net | ||||||||||
| Non-amortized intangible assets | ||||||||||
| Acquired IPR&D product rights | ||||||||||
| $ | ||||||||||
Amortization
expense for intangible assets was $
| 15 |
Aggregate amortization expense for each of the five succeeding years and thereafter related to intangible assets held as of March 31, 2026 is estimated as follows:
| 2026 | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| $ |
9. Investments – Equity Securities
In
August 2025, the Company purchased shares of Defeye’s Series Seed-2 Preferred Stock in exchange for $
In October 2025, the Company entered into a license agreement (the “Defeye License Agreement”) with Defeye under which the Company granted Defeye an exclusive license to certain intellectual property. In consideration for the license, the Company received additional shares of Defeye Series Seed Preferred Stock. As a result of the additional equity interests obtained under the Defeye License Agreement, the Company’s cumulative ownership and associated rights provide the Company with the ability to exercise significant influence over Defeye’s operating and financial policies. In the fourth quarter of 2025, the Company determined that the fair value of the investment was fully impaired due to uncertain market prospects and the preferred stock value was expensed.
On June 3, 2026 the Company and Defeye entered into a Letter Agreement in which Celularity transferred back to Defeye shares of Defeye Series Seed-2 Preferred Stock. As a result of the Letter Agreement, the Company lost significant influence in Defeye and will discontinue the equity method of accounting on June 3, 2026. Refer to Note 22 – Subsequent Events for further details on the Letter Agreement.
10. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following:
March 31, 2026 | December 31, 2025 | |||||||
| Accrued clinical trial expense | $ | |||||||
| Accrued professional fees | ||||||||
| Accrued wages, bonuses, commissions, and vacation | ||||||||
| Accrued compliance fee | ||||||||
| Accrued vendor expenses | ||||||||
| Royalty | ||||||||
| Vendor settlements | ||||||||
| Other | ||||||||
| Total | $ | |||||||
| 16 |
11. Debt
The following is a summary of the Company’s indebtedness:
| March 31, 2026 | December 31, 2025 | |||||||
| Short-term debt - unaffiliated: | ||||||||
| December 2025 Convertible Note (measured at fair value) | $ | $ | ||||||
| December 2025 Promissory Note (measured at fair value) | ||||||||
| Total short-term debt - unaffiliated | ||||||||
| Debt - related parties: | ||||||||
| CEO promissory note (See Note 21) | ||||||||
| Total debt | $ | $ | ||||||
| Balance sheet classification: | ||||||||
| Short-term debt - unaffiliated | $ | $ | ||||||
| Short-term debt – related parties | ||||||||
| Long-term debt – related parties | ||||||||
| $ | $ | |||||||
December 2025 Promissory Note and Convertible Note
As
of March 31, 2026, the December 2025 Convertible Note had a fair value of $
12. Lease Agreements
ROU assets represent the Company’s
right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments
arising from the lease. The Company’s lease ROU assets and liabilities are recognized at the lease commencement date based on the
present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental
borrowing rate based on the information available at the lease commencement date to determine the appropriate discount rate by multiple
asset classes. Variable lease payments that are not based on an index or that result from changes to an index subsequent to the initial
measurement of the corresponding lease liability are not included in the measurement of lease ROU assets or liabilities and instead are
recognized in earnings in the period in which the obligation for those payments is incurred. Lease terms may include options to extend
or terminate the lease when it is reasonably certain that the Company will exercise any such options. Lease expense is recognized on a
straight-line basis over the expected lease term. Rent expense, including related property taxes, was $
On March 13, 2019, Legacy Celularity
entered into a lease agreement for a
On September 14, 2023, the Company
entered into a lease amendment on the Company’s Florham Park, New Jersey facility to reduce the letter of credit by approximately
$
The components of the Company’s lease costs are classified on its condensed consolidated statements of operations and comprehensive loss as follows:
| Three Months Ended | Three Months Ended | |||||||
| March 31, 2026 | March 31, 2025 | |||||||
| Operating lease cost | $ | $ | ||||||
| Variable lease cost | ||||||||
| Total operating lease cost | $ | $ | ||||||
| 17 |
The table below shows the cash and non-cash activity related to the Company’s lease liabilities during the period:
| Three Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash paid related to lease liabilities: | ||||||||
| Operating cash flows from operating leases | $ | $ | ||||||
As of March 31, 2026, the maturities of the Company’s operating lease liabilities were as follows:
| Year ending December 31, | ||||
| 2026 (remaining 9 months) | $ | |||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less imputed interest | ( | ) | ||
| Total | $ | |||
As of March 31, 2026, the weighted
average remaining lease term of the Company’s operating lease was
13. Commitments and Contingencies
Indemnification Agreements
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its consolidated financial statements as of March 31, 2026 and December 31, 2025.
Acquisition-Related Contingent Consideration
In
connection with Legacy Celularity’s acquisition in 2017 of HLI Cellular Therapeutics, LLC and Anthrogenesis, the Company has agreed
to pay future consideration to the sellers upon the achievement of certain regulatory and commercial milestones. As a result, the Company
recorded $
| 18 |
Sirion License Agreement
In
December 2021, the Company entered into a license agreement (“Sirion License”) with Sirion Biotech GmbH (“Sirion”).
Under the Sirion License, Sirion granted the Company a license related to patent rights and know-how associated with poloxamers (“Licensed
Product”). As part of the Sirion License, the Company paid Sirion $
Legal Proceedings
Civil Investigative Demand
The Company received a Civil Investigative Demand (the “Demand”) under the False Claims Act, 31 U.S.C. § 3729, dated August 14, 2022, from the U.S. Attorney’s Office for the Eastern District of Pennsylvania. The Demand requests documents and information relating to claims submitted to Medicare, Medicaid, or other federal insurers for services or procedures involving injectable human tissue therapy products derived from amniotic fluid or birth tissue and includes Interfyl. The Company is cooperating with the request and is engaged in an ongoing dialogue with the Assistant U.S. Attorneys handling the Demand. The matter is still in preliminary stages and there is uncertainty as to whether the Demand will result in any liability.
Celularity Inc. v. Evolution Biologyx, LLC, et al.
On
April 17, 2023, the Company filed a complaint against Evolution Biologyx, LLC, Saleem S. Saab, individually, and Encyte, LLC
(collectively, “Evolution”) in the United States District Court for the District of New Jersey to recover unpaid invoice
amounts for the sale of its biomaterial products in the amount of approximately $
TCWGlobal v. Celularity Inc.
On
March 27, 2024, WMBE Payrolling, Inc., dba TCWGlobal, filed a complaint in the United States District Court for the Southern District
of California alleging a breach of contract and account stated claims relating to a Master Services Agreement dated May 4, 2020, or the
TCWGlobal MSA, for the provision of certain leased workers to perform services on the Company’s behalf. The complaint alleges that
the Company breached the TCWGlobal MSA by failing to make payments on certain invoices for the services of the leased workers. On May
7, 2024, the Company entered into a settlement agreement and mutual release with TCWGlobal whereupon the Company agreed to pay $
| 19 |
Hackensack Meridian Health v. Celularity Inc.
On
March 27, 2025, Hackensack Meridian Health (“HUMC”) filed a complaint in the Superior Court of New Jersey seeking $
Shareholder Derivative Action
On
February 28, 2025, a shareholder derivative action, Dorrance v. Diamandis, Index No. 651165/2025, was filed against the Company’s
current and former members of the board of directors as defendants, and the Company, as a nominal defendant, in the Supreme Court of
the State of New York. The Plaintiff alleges that the board members’ compensation of its nonemployee directors was excessive in
2021, 2022 and 2023 and seeks to recoup excessive compensation and set controls on the board’s ability to award themselves excessive
compensation in the future. The derivative action is also seeking payment of an undisclosed amount of attorney’s fees. After extended
negotiations, the Company settled for a payment of $
14. Equity
Warrant Modifications
Under
the Starr agreement of February 12, 2025, the maturity date of Starr’s $
On February 12, 2025, the Company and RWI agreed to, among other things,
an extension of the RWI 2nd Forbearance Agreement whereby RWI has agreed not to exercise its rights and remedies upon the occurrence
of any default under certain loans owed to RWI and whereby the maturity date of the foregoing loans is extended to
| 20 |
There have been no material changes in the Company’s stock-based compensation since December 31, 2025, except as disclosed below. Refer to Note 16 – Stock-Based Compensation in the Company’s 2025 Annual Report on Form 10-K for additional information and definitions of certain terms used in this Note.
Stock Option Valuation
Awards with Service Conditions
| Risk-free interest rate | % | |||
| Expected term (in years) | ||||
| Expected volatility | % | |||
| Expected dividend yield | % |
The weighted average grant-date fair value per share of stock options granted during the three months ended March 31, 2026 was $.
| Options | Weighted Average Exercise Price | Weighted Average Contract Term | Aggregate Intrinsic Value | |||||||||||||
| Outstanding at January 1, 2026 | $ | |||||||||||||||
| Granted | $ | |||||||||||||||
| Exercised | $ | |||||||||||||||
| Forfeited/Expired | ( | ) | $ | |||||||||||||
| Outstanding at March 31, 2026 | $ | $ | ||||||||||||||
| Vested and expected to vest at March 31, 2026 | $ | $ | ||||||||||||||
| Exercisable at March 31, 2026 | $ | $ | ||||||||||||||
| * | Options outstanding on March 31, 2026 under the 2021 Plan and 2017 Plan were and , respectively, including options with performance and service conditions. |
The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A common stock for those options that had exercise prices lower than the fair value of Class A common stock.
| 21 |
The Company recorded stock-based compensation expense relating to option awards with service and performance conditions of $ and $ for the three months ended March 31, 2026 and 2025, respectively. Unrecognized compensation cost as of March 31, 2026 for options issued with service conditions was $ and will be recognized over an estimated weighted-average amortization period of years.
Restricted Stock Units (“RSU”)
Number of Shares | Weighted Average Grant Date Fair Value | |||||||
| Outstanding at January 1, 2026 | $ | |||||||
| Granted | $ | |||||||
| Vested* | ( | ) | $ | |||||
| Forfeited | ( | ) | $ | |||||
| Outstanding at March 31, 2026 | ||||||||
| * |
The Company recorded stock-based RSU compensation expense of $ and $ for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the total unrecognized RSU compensation expense was $ to be recognized over a weighted-average period of years.
Stock Units with Market Condition Vesting
In July 2023, the Company granted market condition stock unit awards (“MCUs”) under the 2021 Plan to certain members of management. The awards are scheduled to vest over a period of one to three years from the grant date based on continuous employment and specified market conditions based on the Company’s stock price at the time of vest. As of March 31, 2026, of the MCUs were forfeited as a result of the participant’s termination of continuous service. Stock-based compensation expense for the remaining MCUs is being recognized over the requisite service period based on the award’s fair value on the grant date. The Company recorded stock-based compensation expense relating to MCUs of $ for the three months ended March 31, 2026.
Stock-Based Compensation Expense
| 3 Months Ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cost of revenues | $ | $ | ||||||
| Research and development | ||||||||
| Selling, general and administrative | ||||||||
| Stock-based compensation expense | $ | $ | ||||||
16. Deferred Revenue
Changes in deferred revenue from contract liabilities follows:
| 2026 | 2025 | |||||||
| Balance January 1, | $ | |||||||
| Deferral of revenue (1) | ||||||||
| Revenue recognized | ( | ) | ( | ) | ||||
| Balance March 31, | $ | |||||||
| (1) |
| 22 |
17. License and Distribution Agreements
There have been no material changes in the Company’s license and distributions arrangements since December 31, 2025, except as disclosed below. Refer to Note 18 – License and Distribution Agreements in the Company’s 2025 Annual Report on Form 10-K for additional information and definitions of certain terms used in this Note.
DefEYE Collaboration and License Agreement
On October 22, 2025, the Company entered into a license agreement with Defeye pursuant to which the Company granted Defeye an exclusive, royalty-free, fully paid-up license to develop, manufacture and commercialize certain placental-derived biomaterial products in the field of ophthalmology (the “Field”) worldwide (excluding certain Asia-Pacific territories). The Defeye License Agreement replaced and terminated a prior supply and distribution arrangement and provides for exclusive rights to specified products, including Biovance ocular products and related derivatives, within the defined Field. The Company retains rights outside the Field and in other therapeutic areas. The agreement also includes provisions related to manufacturing, supply, regulatory support, intellectual property ownership, and commercialization responsibilities. Pursuant to the Defeye License Agreement, the Company is responsible for manufacturing and supply of products, subject to potential future manufacturing transfer provisions, and the parties collaborate through governance structures, including joint oversight of development and commercialization activities.
On June 3, 2026 the Company and Defeye entered into a Letter Agreement to settle a dispute concerning non-payment of amounts due under the Defeye License Agreement. Refer to Note 22 – Subsequent Events for additional information.
18. Benefit Plan
The
Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers all employees
who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis.
Matching contributions to the plan may be made at the discretion of the Company’s board of directors. During the three months ended
March 31, 2026 and 2025, the Company made contributions of $
19. Income Taxes - Sale of Rights to Net Operating Loss Carryforwards
Under the State of New Jersey Technology Business Tax Certificate Transfer Program, qualifying technology and biotechnology businesses may sell unused New Jersey net operating loss carryforwards and research and development tax credits to unaffiliated corporate taxpayers. The Company accounts for proceeds from these sales when the transfer is approved by the New Jersey Economic Development Authority and the sale is completed, at which point the proceeds are realizable and no longer contingent.
Because the Company maintains a full valuation allowance against its New Jersey deferred tax assets, no deferred tax asset was recognized for the carryforwards sold and the sale therefore generated no reversal of a previously recognized asset. The Company presents the proceeds within other income (expense), net in the condensed consolidated statements of operations, and within cash flows from operating activities in the condensed consolidated statements of cash flows.
In
February 2026, the Company sold New Jersey net operating loss carryforwards and received net proceeds of $
20. Segment Information
There have been no material changes in the Company’s segments since December 31, 2025, except as disclosed below. Refer to Note 17 – Segment Information in the Company’s 2025 Annual Report on Form 10-K for additional information and definitions of certain terms used in this Note.
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Financial information by segment for the three months ended March 31, 2026 and 2025 is as follows:
| 3 Months Ended March 31, 2026 | ||||||||||||||||||||
| Cell Therapy | BioBanking | Degenerative Disease | Other | Total | ||||||||||||||||
| Net revenues | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenues | ||||||||||||||||||||
| Direct expenses | ||||||||||||||||||||
| Segment contribution | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||
| Indirect expenses (a) | ||||||||||||||||||||
| Loss from operations | $ | ( | ) | |||||||||||||||||
| Other income, net | $ | |||||||||||||||||||
| Income before income taxes | $ | |||||||||||||||||||
| (a) |
| 3 Months Ended March 31, 2025 | ||||||||||||||||||||
| Cell Therapy | BioBanking | Degenerative Disease | Other | Total | ||||||||||||||||
| Net revenues | $ | $ | ||||||||||||||||||
| Cost of revenues (excluding amortization of acquired intangible assets) | ||||||||||||||||||||
| Direct expenses | ||||||||||||||||||||
| Segment contribution | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||
| Indirect expenses (a) | $ | |||||||||||||||||||
| Loss from operations | $ | ( | ) | |||||||||||||||||
| Other expenses | $ | ( | ) | |||||||||||||||||
| Loss before income taxes | $ | ( | ) | |||||||||||||||||
| (a) |
21. Related Party Transactions
Amended and Restated CEO Employment Agreement
In January 2023 the Company’s
Chief Executive Officer deferred his salary to aid working capital needs. Deferred salary remained unpaid and was $
In order to comply with the Securities Purchase Agreement dated January
12, 2024 with Dragasac Limited, Dr. Hariri is not to be paid the $
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CEO Loan Agreement
In
August 2023, the Company borrowed $
In
October, 2023, the CEO loaned the Company $
In January 2025 the CEO loans were amended to extend the maturity dates to December 31, 2025. In December 2025 the CEO loans were amended to extend the PIK interest period and maturity dates to December 31, 2026.
KTL Note, RWI Note, and Celeniv Licensing Obligation
In
July 2025 the Company borrowed $
In
May 2023, the Company borrowed $
In
August 2025, the Company sold certain intellectual property to Celeniv Pte. Ltd in exchange for the assignment of the RWI and KTL loans
to Celeniv. The value of the loans assigned were principal $
The
sale granted Celeniv an exclusive, worldwide, royalty-bearing license. Royalties are due Celeniv in amount equal to
Pursuant to the License Agreement, the Company has the option to purchase from Celeniv all (not part) of Celeniv’s right, title and interest in the Licensed Technology (as defined in the License Agreement) and Licensed Marks (“Asset Purchase”). The Option shall be in effect for a period of five years beginning August 13, 2025 (the “Option Period”). Unless terminated earlier or otherwise extended pursuant to the terms of the License Agreement, the License Agreement shall terminate on August 13, 2030. Celeniv may terminate the License Agreement (i) if the Company breaches the terms thereof, unless such breach is cured within 60 days of the receipt of written notice of the breach from Celeniv or (ii) immediately in the event that any action is taken by the Company or its creditors to effectuate the Company’s liquidation, dissolution or winding-up. The License Agreement will automatically terminate upon the closing of the Asset Purchase or may be terminated upon mutual agreement of the parties.
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The
Company accounted for the transaction as a financing arrangement as did not meet the sale criteria of ASC 606-10-25-30, and the
Company recognized a licensing obligation of $
Employment of Family Member
The CEO’s daughter is employed by the Company as Vice President, Corporate Strategy & Business Development at a compensation structure commensurate with those of Company employees in similar positions.
Fountain Life Management LLC
In
November 2024, the Company entered into a Technology Services Agreement with Fountain Life Management LLC (“Fountain Life”),
under which the Company processes and stores mononuclear cells isolated from blood samples collected by Fountain Life or its authorized
representatives. Fountain Life pays the Company a one-time fee of two thousand five hundred dollars ($2,500) per sample. The Technology
Services Agreement automatically extends for one-year periods unless earlier terminated by either party. Revenues from the agreement
were $
22. Subsequent Events
Asset Purchase and Exclusive License Agreement with NexGel, Inc.
On
March 6, 2026, the Company entered into an Asset Purchase and Exclusive License Agreement (the “NexGel Agreement”) with NexGel,
Inc. (“NexGel”), pursuant to which the Company granted NexGel an exclusive, transferable and sublicensable license to develop
and commercialize certain products within the Company’s degenerative disease business. The licensed products include certain biomaterial
products and pipeline programs that are part of the Company’s advanced biomaterials platform and are subject to underlying rights
licensed from Celeniv Pte. Ltd. Under the NexGel Agreement, the Company is entitled to receive aggregate consideration of $
In March
2026 and as amended in April 2026, the Company sold NexGel, Inc. an exclusive, transferable and sublicensable license to develop
and commercialize certain degenerative disease products in exchange for $
The NexGel
license agreement entitles the Company to earn up to $
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Helena Settlement
On April 17, 2026, Helena delivered to the Company a notice of event of default (the “Helena Default Notice”) under the Helena Note. In the Helena Default Notice, Helena asserted that one or more events of default had occurred under the Helena Note, including among other things, the Company’s failure to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, including becoming delinquent in its filings. The Company believes the asserted reporting default arose from the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
Under
the Helena Note, if an event of default is not cured within the applicable cure period, which is five business days for this type of
asserted default, Helena may declare due and payable the “Mandatory Default Amount,” which is equal to
Subsequent
to the default notice, the Company entered into a settlement agreement with Helena (the “Helena Settlement”) to
compromise and resolve all triggering events, default notices, and related claims. Under the terms of the Helena Settlement, the
Company agreed to pay Helena $
Settlement Agreement with Sequence LifeScience, Inc.
On April 14, 2026, SLS and Celularity entered into a Settlement Agreement and Mutual General Release to settle and resolve all claims, disputes and differences existing between both parties arising out of, or in connection with the Asset Purchase Agreement dated October 9, 2024 (the “APA”) and related supply agreement (the “SLS Settlement”). The SLS Settlement included the following:
| ● | Celularity grants to SLS a fully paid, royalty-free, irrevocable, perpetual, transferrable, worldwide sublicense with respect to: (i) all of the assets properties, contractual rights, goodwill, going concern value, rights and claims licensed to or otherwise controlled by Celularity related to Rebound Matrix Placental-Derived Allograft (“Rebound”) and the assets acquired under the APA and (ii) all of the assets, properties, contractual rights, goodwill, going concern value, rights and claims licensed to or otherwise controlled by Celularity related to Rebound and the acquired assets developed by or on behalf of Celularity since the APA (including enhancements, improvements and intellectual property rights) (the “Rebound Sublicense”). | |
| ● | Celularity returned Rebound inventory. | |
| ● | Celularity
assigned to SLS the right to receive $ | |
| ● | Celularity
assigned to SLS a $ | |
| ● | Celularity
assigned to SLS t | |
| ● | SLS granted Celularity a full and final release from all prior defaults, unpaid purchase prices under the APA and unpaid transfer prices under the related supply agreement. |
Letter Agreement with Defeye
On
June 3, 2026, the Company entered into a binding Letter Agreement (the “Defeye Letter Agreement”) with Defeye to resolve
outstanding commercial disputes. Under the terms of the Defeye Letter Agreement, product credits were permitted to be applied to product
invoiced through May 6, 2026, after which any remaining unused credits were permanently waived and extinguished. As part of the settlement,
the Company granted Defeye a defined discount of up to $
The Defeye Letter Agreement also established parameters for an approved secondary back-up manufacturer in the event of supply shortfalls, under which Defeye must pay the Company a variable fee based on the greater of a defined percentage of the contractual price or a defined percentage of the cost savings for units sourced from the secondary manufacturer.
Separately,
the Company also returned shares of Defeye Series Seed-2 Preferred Stock pursuant to the Defeye Letter Agreement, reducing
its voting interest below
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Nasdaq Deficiency Notices
On May 27, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 10-Q for the period ended March 31, 2026.
On
June 9, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with Nasdaq Listing
Rule 5550(b)(2) due to its minimum market value of listed securities falling below the $
On August 21, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 10-Q for the period ended June 30, 2026.
Manufacturing Collaboration with MuseCell Innovations Pte. Ltd.
On
August 27, 2026, the Company announced a manufacturing collaboration with MuseCell Innovations Pte. Ltd. (“MCI”), a Singapore-based
company that owns the Dezawa MuseCell® platform, to manufacture Dezawa MuseCells and related derivative products at the
Company’s Florham Park, New Jersey facility. The collaboration contemplates an initial manufacturing program, following which the
parties intend to explore an expanded manufacturing relationship. MCI has estimated that purchases under the initial program and potential
future collaboration could exceed $
Gordon Promissory Note
On
June 19, 2026, subsequent to quarter-end, the Company issued an unsecured promissory note to Steven N. Gordon, its Chief Operating Officer,
in the principal amount of $
Financing
On September 23, 2026, the Company
entered into a Securities Purchase Agreement providing for the issuance of senior secured convertible notes and warrants for aggregate
gross proceeds of up to approximately $
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion of our financial condition and results of operations together with the unaudited interim condensed consolidated financial statements and the notes thereto included elsewhere in this report and our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, or the 2025 Form 10-K. The following discussion contains forward-looking statements, including statements regarding our business strategy, development programs, manufacturing activities, strategic transactions and anticipated financial performance. See “Special Note Regarding Forward-Looking Statements.” These statements involve risks and uncertainties, including those discussed in this report and under “Part I—Item 1A. Risk Factors” in the 2025 Form 10-K, that could cause our actual results to differ materially from those expressed or implied by these forward-looking statements..
Overview
We are a longevity-focused regenerative and cellular medicine company developing and manufacturing placenta-derived cellular therapy candidates intended to address age-related diseases, tissue degeneration and declines in human function. Our business combines cellular therapy research and development, manufacturing capabilities, biobanking services and participation in the commercialization and supply of placental-derived biomaterial products through licensing and other contractual arrangements. Our strategy is to concentrate resources on our cellular therapy platform and manufacturing infrastructure while pursuing opportunities to generate revenue from third-party manufacturing services, biobanking and our retained biomaterials activities.
Business Realignment
Our business has evolved from the broader development and direct commercialization model historically associated with our cellular therapy, biomaterials and biobanking activities. In March 2026, we entered into agreements with NexGel, Inc., or NexGel, providing for the transfer of certain commercial and other assets associated with our biomaterials portfolio and an exclusive license to develop and commercialize specified products, subject to territorial and other contractual limitations. We subsequently completed the transaction in April 2026. The transaction shifted responsibility for specified biomaterials commercialization and development activities to NexGel while preserving certain contractual rights and opportunities for future economic participation.
Our biomaterials portfolio has included Biovance®, Biovance® 3L, Biovance® 3L Ocular, Interfyl®, CentaFlex® and Rebound™, which are placental-derived allografts and connective tissue matrices developed for surgical, wound care and related applications. Our continuing activities with respect to these products depend on the applicable product rights, territories and manufacturing, supply, licensing and distribution arrangements. Accordingly, our historical biomaterials product sales and operating expenses may not be indicative of our results following the transaction and related organizational changes.
In connection with this realignment, we reduced personnel and other expenditures associated with certain commercial and product development functions. These actions are intended to reduce operating costs and concentrate investment on our cellular therapy programs and manufacturing capabilities. The extent to which we realize these benefits will depend on our execution, the performance of our counterparties and our ongoing contractual obligations.
Cellular Therapy Platform and Development Strategy
Our cellular therapy strategy is based on the potential of cells derived from the postpartum placenta to address biological processes associated with age-related disease, including chronic inflammation, impaired tissue repair and immune dysfunction. Our objective is to develop therapies that may extend healthspan, which we define as the period of life spent in good health and with preserved function.
Aging is associated with progressive changes in tissue structure, regenerative capacity and immune function. Cellular senescence, stem cell exhaustion and chronic inflammation are among the biological processes implicated in these changes. We believe placenta-derived cells may offer opportunities to modulate certain of these processes. However, the ability of our product candidates to produce clinically meaningful benefits must be established through appropriate studies.
Our development priorities include cenplacel-L, a placenta-derived mesenchymal-like adherent stromal cell, product candidate. We are pursuing its potential application in diabetic foot ulcers and evaluating development opportunities in age-related frailty and other degenerative conditions. Our broader platform also includes placenta-derived natural killer, or NK, cells, including CYNK-001, which we are evaluating for potential applications involving immune function and the clearance of senescent cells. The advancement, timing and scope of individual programs depend on available funding, regulatory requirements, scientific and clinical results, and strategic priorities.
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Our cellular therapy candidates are investigational and have not been approved by the U.S. Food and Drug Administration. Their safety and effectiveness for the proposed indications have not been established. We also evaluate opportunities involving physician access and collaborations in jurisdictions with potentially applicable treatment pathways, subject to federal, state and foreign legal and regulatory requirements. These activities do not constitute regulatory approval or establish the safety or effectiveness of our candidates.
Manufacturing and Third-Party Services
Our Celularity IMPACT (IMmunomodulatory Placenta-derived Allogeneic Cellular Therapy) platform integrates the sourcing of postpartum placentas from donors who have provided informed consent with cell isolation, expansion, characterization, cryopreservation and manufacturing. Our infrastructure includes our purpose-built, approximately 147,215-square-foot facility in Florham Park, New Jersey, which supports our cellular therapy programs and other manufacturing and biobanking activities.
We believe postpartum placentas provide a scalable source of cells with biological properties that may support the development of allogeneic therapies. Allogeneic therapies use donor-derived cells and are intended for use in multiple recipients, potentially enabling inventory-based, off-the-shelf supply. The suitability, tolerability and clinical performance of each candidate depend on its characteristics, manufacturing process, route of administration and intended use.
In addition to supporting our internal programs, we pursue revenue-generating opportunities to provide manufacturing and related technical services to third parties. Depending on the engagement, these services may include cell processing and expansion, production, analytical testing, cryopreservation, storage and related support. We also undertake biomaterials manufacturing and supply activities under applicable contractual arrangements. These activities are intended to utilize our existing infrastructure and expertise, although their contribution to revenue and operating results depends on customer demand, capacity utilization, contractual terms and our ability to meet applicable specifications and delivery requirements.
Biobanking
We continue to operate our biobanking business primarily under the LifebankUSA brand, providing collection, processing and storage services for umbilical cord and placental blood and tissue for potential future use. This business provides service revenue and supports our broader expertise in biological material processing, cryopreservation and long-term storage. We are also evaluating opportunities to expand cell banking services in support of our longevity-focused strategy. The potential future use of banked materials depends on their suitability and the availability of appropriate therapies and regulatory pathways.
Our ability to advance our development programs, expand manufacturing services and realize the anticipated benefits of our business realignment remains dependent on access to capital, effective management of our operating expenses, regulatory developments and the performance of our commercial and strategic counterparties.
Going Concern
We have determined there are conditions that raise substantial doubt about our ability to continue as a going concern within one year from the date these financial statements were issued. We have minimal cash on hand, do not generate sufficient cash from operations to operate the business for the next twelve months, and may not be able to continue as a going concern. We have historically funded operations through sales of products and services and equity and debt securities financings from both public and private investors. There is no assurance that such cash flows will continue in the future or that we will achieve cash positive operations.
We have generally not been profitable and since our inception, we have incurred significant operating losses and used net cash for operating activities. During the three months ended March 31, 2026, we recorded net income of $874. Net cash provided by operating activities was $1,447 for the three months ended March 31, 2026, which included $12,159 of proceeds from the sale of New Jersey net operating loss carryforwards; excluding those proceeds, operating activities used net cash. As of March 31, 2026, we have an accumulated deficit of $990,609 and have a working capital deficit of $64,282. We restructured operations in the first months of 2026 and believe increased sales are required to achieve break even operating cash flows in the next 6 to 12 months, however there is no assurance this will be achieved and significant operating losses and net cash uses for operations may continue for the foreseeable future. We will need to secure additional financing however there is no assurance that financing can be raised or at acceptable terms. These factors indicate we may be unable to meet our obligations as they become due over the next 12 months, or sooner, and continue as a going concern.
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On May 27, 2026, we received a notice from Nasdaq Stock Market LLC indicating that we are not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to our failure to timely file its Form 10-Q for the period ended March 31, 2026. On July 23, 2026, Nasdaq notified the Company of its failure to maintain a sufficient minimum bid price. We intend to regain compliance; however, there can be no assurance that we will be able to do so within any applicable period or that our securities will continue to be listed on Nasdaq.
In the event we are unable to secure additional outside capital to fund our obligations when they become due over the next 12 months beyond the filing date, which includes the funds needed to repay our outstanding debt, management will be required to seek other strategic alternatives, which may include, among others, a significant curtailment of our operations, a sale of certain of our assets, a sale of the entire Company to strategic or financial investors, and/or allowing us to become insolvent by filing for bankruptcy protection under the provisions of the U.S. Bankruptcy Code.
These uncertainties raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue to operate as a going concern, which contemplates that we will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.
Business Segments
We manage our operations through an evaluation of three distinct business segments: Cell Therapy, BioBanking and Degenerative Disease. The reportable segments were determined based on the distinct nature of the activities performed by each segment. Cell Therapy broadly refers to cellular therapies we are researching and developing. Therapies being researched are unproven and in various phases of development. All of the cell therapy programs fall into the Cell Therapy segment. Degenerative Disease produces, sells and licenses products used in surgical and wound care markets, such as Biovance, Biovance 3L, Interfyl, CentaFlex and Rebound. We sell products in this segment using independent sales representatives as well as distributors. We intend to develop additional tissue-based products for the Degenerative Disease segment. BioBanking collects stem cells from umbilical cords and placentas and provides storage of such cells on behalf of individuals for future use. We operate in the biobanking business primarily under the LifebankUSA brand. For more information about our reportable business segments refer to Note 20, “Segment Information” of our condensed consolidated financial statements included in this quarterly report on Form 10-Q.
Corporate Information
Our principal executive offices are located at 170 Park Avenue, Florham Park, New Jersey 07932, and our telephone number is (908) 768-2170.
Components of Operating Results
Net revenues
Net revenues include: (i) sales of biomaterial products, including Biovance, Biovance 3L, ReboundTM, Interfyl, and CentaFlex of which our direct sales are included in Product Sales while sales through our network of distribution partners are included in License, royalty and other; and (ii) the collection, processing and storage of umbilical cord and placental blood and tissue after full-term pregnancies, collectively, Services.
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Cost of revenues
Cost of revenues consists of labor, material and overhead costs associated with our two existing commercial business segments, biobanking and degenerative disease. Biobanking costs include the cost of storage and transportation kits for newly banked materials as well as tank and facility overhead costs for cord blood and other units in storage. Degenerative disease costs include costs associated with procuring placentas, qualifying the placental material and processing the placental tissue into a marketable product. Costs in the degenerative disease segment include labor and overhead costs associated with the production of the Biovance, Biovance 3L, Interfyl and CentaFlex product lines. Cost of revenues associated with direct sales are part of Product Sales while cost of revenues associated with sales through our network of distribution partners are included in License, royalty and other.
Research and development expense
Research and development expenses primarily relate to basic scientific research into placentally derived allogeneic cells, pre-clinical studies to support our current and future clinical programs in cellular medicine, clinical development of our NK cell programs and facilities, depreciation and other direct and allocated expenses incurred through research and development activities. We incur expenses for research scientist personnel, specialized chemicals and reagents used to conduct biologic research, expenses for third party testing and validation and various overhead expenses including rent and facility maintenance expenses. Basic research, research collaborations involving partners and research designed to enable successful regulatory submissions are critical to our current and future success in cell therapy. The amount of our research and development expenditures will depend on numerous factors, including the timing of clinical trials, preliminary evidence of efficacy in clinical trials and the number of indications that we choose to pursue.
Selling, general and administrative expense
Selling, general and administrative expense consists primarily of personnel costs including salaries, bonuses, stock compensation and benefits for specialized staff that support our core business operations. Executive management, finance, legal, human resources and information technology are key components of selling, general and administrative expense and those expenses are recognized when incurred. The magnitude and timing of our selling, general and administrative costs commercialization efforts for any approved therapies including the release of new products within the degenerative disease portfolio, changes in the regulatory environment or staffing needs to support our business strategy.
Results of Operations
| For the three months ended March 31, | Percent | |||||||||||||||
| 2026 | 2025 | Increase (Decrease) | Increase (Decrease) | |||||||||||||
| Net revenues: | ||||||||||||||||
| Product sales | $ | 866 | $ | 9,018 | (8,152 | ) | (90.4 | )% | ||||||||
| Services | 1,250 | 1,408 | (158 | ) | (11.2 | )% | ||||||||||
| License, royalty and other | 1,730 | 1,000 | 730 | 73.0 | % | |||||||||||
| Total revenues | 3,846 | 11,426 | (7,580 | ) | (66.3 | )% | ||||||||||
| Operating expenses: | ||||||||||||||||
| Cost of revenues (excluding amortization of acquired intangible assets) | ||||||||||||||||
| Product sales | 172 | 2,506 | (2,334 | ) | (93.1 | )% | ||||||||||
| Services | 222 | 209 | 13 | 6.2 | % | |||||||||||
| License, royalty and other | 1,058 | 839 | 219 | 26.1 | % | |||||||||||
| Research and development | 2,994 | 3,728 | (734 | ) | (19.7 | )% | ||||||||||
| Selling, general and administrative | 9,165 | 14,262 | (5,097 | ) | (35.7 | )% | ||||||||||
| Amortization of acquired intangible assets | 368 | 368 | — | — | % | |||||||||||
| Total operating expense | 13,979 | 21,912 | (7,933 | ) | (36.2 | )% | ||||||||||
| Loss from operations | $ | (10,133 | ) | $ | (10,486 | ) | $ | 353 | 3.4 | % | ||||||
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Product sales were $0.9 million in the three months ended March 31, 2026, compared to $9.0 million in 2025, a decrease of $8.2 million, or 90.4%, mainly driven by lower Biovance 3L and Rebound product sales and in part by changes in customer purchasing behavior due to the insurance reimbursement environment. Ongoing developments and delays in the rollout of coverage guidance from Medicare Administrative Contractors (MACs), the regional entities responsible for administering Medicare claims and issuing coverage determinations, particularly with respect to skin substitute grafts, created ambiguity around which products would ultimately qualify for reimbursement and under what criteria. As a result, providers and distributors appear to have adopted a more cautious approach to inventory and utilization, including deferring purchases or limiting order volumes.
Revenues from BioBanking services were $1.3 million in 2026 compared to $1.4 million in 2025, a decrease of $0.2 million, or 11.2%.
Revenues from license, royalty and other were $1.7 million in 2026 compared to $1.0 million in 2025, an increase of $0.7 million or 73.0%, including $0.2 million recognized on the Biocellgraft arrangement.
Cost of revenues from product sales were $0.2 million in 2026 compared to $2.5 million in 2025, a decrease of $2.3 million or 93.1%. The decrease was driven by lower product sales volume. Further, cost of revenues from product sales in 2025 included a write-off of capitalized bulk material costs that did not recur in 2026.
Cost of Services revenues increased $13, or 6.2%, in 2026 compared to 2025.
Cost of License, royalty and other revenues increased $0.2 million in 2026 compared to 2025.
Research and Development Expenses
Research and development expenses were $3.0 million in 2026, a decrease of $0.7 million, or 19.7%, compared to 2025. The decrease was primarily due to a $0.3 million decrease in salaries and payroll taxes, a $0.2 million decrease in information technology costs, a $0.1 million decrease in allocated quality control costs and a $0.1 million decrease in allocated facilities costs, offset primarily by a $0.1 million increase in allocated quality assurance costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were $9.2 million compared to $14.3 million in 2025, a decrease of $5.1 million. The decrease was primarily due to a $2.7 million decrease in independent sales representative compensation on lower sales, a $1.2 million decrease in stock-based compensation, a $0.4 million decrease in bad debt expense, a $0.3 million decrease in salaries, benefits and payroll taxes reflecting a reduction in headcount in the first quarter of 2026, and a $0.2 million decrease in legal expense, offset primarily by a $0.7 million increase in consulting fees.
Other Income (Expense)
| (in thousands) | 3 Months Ended March 31, | Percent | ||||||||||||||
| 2026 | 2025 | Change | Change | |||||||||||||
| Interest income | $ | 62 | $ | 76 | (14 | ) | (18 | )% | ||||||||
| Interest expense | (352 | ) | (2,437 | ) | (2,085 | ) | (86 | )% | ||||||||
| Change in fair value of warrant liabilities | (87 | ) | 242 | (329 | ) | (136 | )% | |||||||||
| Change in fair value of debt | (166 | ) | (12 | ) | 154 | 1283 | % | |||||||||
| Loss on debt extinguishment | - | (5,736 | ) | 5,736 | 100 | % | ||||||||||
| Sale of New Jersey state tax loss benefit | 12,159 | 0 | 12,159 | 100 | % | |||||||||||
| Other expense, net | (609 | ) | (1,401 | ) | (792 | ) | (57 | )% | ||||||||
| Total other income (expense) | $ | 11,007 | $ | (9,268 | ) | (20,275 | ) | (219 | )% | |||||||
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Total other income was $11.0 million in 2026 compared to total other expense of $9.3 million in 2025, a favorable swing of $20.3 million. The change was primarily due to $12.2 million of proceeds from the sale of New Jersey net operating loss carryforwards recorded in other income, and the absence of the $5.7 million loss on debt extinguishment recognized in 2025. Interest expense also decreased from $2.4 million to $0.4 million.
Liquidity and Capital Resources
As of March 31, 2026, we had cash and cash equivalents of $0.4 million, an accumulated deficit of $990.6 million, and a working capital deficit of $64.3 million. Our primary sources of cash are from financing activities and from products, services and licensing sales. We use this cash to fund our operations and satisfy our debt obligations.
Our current cash resources are not sufficient to fund our operations for a period of 12 months beyond the filing date and we are actively pursuing additional sources of capital and strategic sales partnerships to improve our liquidity and financial position, including transactions designed to monetize assets, reduce indebtedness and transition to a more capital-efficient operating model. While our ability to secure additional financing is subject to market conditions and other factors, these uncertainties raise substantial doubt about our ability to continue as a going concern.
We are evaluating and pursuing commercialization of certain investigational cellular therapies, including cenplacel-L, in jurisdictions that permit the use of such products outside of traditional regulatory approval pathways, subject to applicable local laws and regulations. If we obtain regulatory approval for any of our therapeutic candidates, we expect to incur significant commercialization expenses related to therapeutic sales, marketing, manufacturing and distribution as our current commercialization efforts are limited to our biobanking and degenerative disease businesses.
We expect to finance our cash needs through equity offerings, debt financings or other capital sources, and from commercial sales of our biomaterials products, and from sales collaborations, licenses and other similar arrangements for our cellular therapeutics and these sales activities must increase to achieve positive cash flows form operations. We continue to explore licensing and collaboration arrangements for our cellular therapeutics as well as distribution arrangements for our degenerative disease business. We may be unable to raise additional funds or enter such other arrangements when needed. Failure to raise needed cash will have a negative impact on our financial condition and on our ability to pursue our business plans and strategies.
We expect to incur substantial expenses in the foreseeable future for our degenerative disease business and ongoing internal research and development programs. We will require substantial additional funding in the future to build the sales, marketing and distribution infrastructure that will be necessary to commercialize our biomaterials products.
Inflation has not significantly impacted on our business, however, sustained increases in inflation or interest rates could affect the broader economy and, in turn, impact our cash flows.
Cash Flows
| (in thousands) | 3 Months Ended March 31, | |||||||||||
| 2026 | 2025 | Change | ||||||||||
| Cash (used in)/provided by | ||||||||||||
| Operating activities | $ | 1,447 | $ | (2,993 | ) | 4,440 | ||||||
| Financing activities | (7,342 | ) | 2,320 | (9,662 | ) | |||||||
| Net change in cash, cash equivalents and restricted cash | $ | (5,895 | ) | $ | (673 | ) | (5,222 | ) | ||||
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Operating Activities
Cash provided by operating activities was $1.4 million in 2026 compared to cash used of $3.0 million in 2025. The change was driven by the receipt of proceeds of $12,159 from the sale of New Jersey net operating loss carryforwards, offset in part by lower revenue.
Investing Activities
We made no investing cash expenditures in 2026 and none in 2025.
Financing Activities
In 2026 we used cash of $7.3 million in financing activities compared to $2.3 million provided in 2025. During 2026 our financing activities consisted of $7.0 million of repayments of short-term unaffiliated debt and a $0.3 million redemption of preferred stock.
In 2025, our financing activities included $2.5 million of proceeds from the issuance of common stock to Dragasac in connection with a warrant inducement agreement, offset by $42 of repayments on related party notes and $98 of tax withholding on the vesting of restricted stock units.
Recent Developments
In December 2025 we entered into agreements with an investor providing financing through senior secured and convertible notes. We issued a Senior Secured Non-Convertible Promissory Note of $7.0 million (the “Senior Note”) and a warrant to purchase up to 2,448,917 shares of our Class A common stock (the “Senior Note Warrant”). On February 13, 2026, we repaid in full the outstanding principal and accrued interest under the Senior Note. We also issued a Secured Convertible Promissory Note of $3.0 million and a warrant to purchase up to 1,258,740 shares of our Class A common stock (the “Convertible Note Warrant”). The Senior Note Warrant and the Convertible Note Warrant are both exercisable commencing on June 19, 2026 through December 19, 2030 at a price of $2.00 per share.
On April 17, 2026, Helena delivered to us a notice of event of default (the “Helena Default Notice”) under the Helena Note. In the Helena Default Notice, Helena asserted that one or more events of default had occurred under the Helena Note, including among other things, our failure to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, including becoming delinquent in its filings. We believe the asserted default arose from our failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Under the Helena Note, if an event of default is not cured within the applicable cure period, which is five business days for this type of asserted default, Helena may declare due and payable the “Mandatory Default Amount,” which is equal to 115% of the outstanding principal amount, accrued interest and all other amounts owing under the Helena Note. In addition, following an event of default, any outstanding principal balance accrues interest at a rate of 15% per annum, compounded annually. On May 21, 2026, we entered into a settlement agreement with Helena to resolve certain existing claims and restructure obligations under our existing transaction documents. Under the settlement agreement, we agreed to make an initial payment of $500,000 and five monthly installment payments of $100,000 each, assign rights under a $2.5 million portion of the NexGel promissory note described below, and amend the existing security agreement. Helena’s release of claims was conditioned on our satisfaction of specified release conditions. We did not timely make the installment payments due on July 21 and August 21, 2026. On August 25, 2026, we paid Helena $200,000, bringing our aggregate cash payments under the settlement agreement to $800,000. Helena has asserted that the missed payments constitute defaults and that it is entitled to exercise conversion rights under the Helena Note. We dispute Helena’s asserted entitlement to the conversion amount it has demanded. We are engaged in discussions to resolve the matter.
On March 6, 2026, we entered into an Asset Purchase and Exclusive License Agreement (the “NexGel Agreement”) with NexGel, Inc. (“NexGel”), pursuant to which we agreed to transfer certain commercial and other assets and granted NexGel an exclusive, transferable and sublicensable license to develop and commercialize certain products within our degenerative disease business. The licensed products include certain biomaterial products and pipeline programs that are part of our advanced biomaterials platform and are subject to underlying rights licensed from Celeniv Pte. Ltd. Under the agreement, as originally executed, we were entitled to an initial payment of $15 million due by April 15, 2026, additional milestone payments of up to $20 million upon the achievement of specified milestones, and royalties on certain development-stage products. The initial consideration and certain other terms were subsequently modified as described below.
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On April 14, 2026, the Company entered into a Settlement Agreement and Mutual General Release (the “SLS Settlement Agreement”) with Sequence LifeScience, Inc. (“SLS”) to resolve certain disputes arising under the parties’ prior asset purchase and supply agreements. Pursuant to the SLS Settlement Agreement, and subject to the closing of our previously announced transaction with NexGel (the “NexGel Transaction”), we agreed to provide consideration to SLS, including (i) the grant of a sublicense to certain intellectual property and related assets, (ii) the return of certain product inventory, (iii) the assignment of a portion of future milestone payments payable to us in connection with the NexGel Transaction, (iv) the assignment of a portion of the convertible promissory note to be received from NexGel, and (v) certain manufacturing rights. The SLS Settlement Agreement was expressly contingent upon the closing of the NexGel Transaction. The NexGel Transaction closed on April 17, 2026.
In March 2026 and as amended in April 2026, the Company sold NexGel, Inc. an exclusive, transferable and sublicensable license to develop and commercialize certain degenerative disease products in exchange for $13.3 million. NexGel paid the Company $4.8 million cash at closing, $0.6 million cash in the 2nd quarter of 2026, which was contingent on the Company filing its 2025 Report on Form 10-K, NexGel assumed the obligation to pay sales commissions of $2.9 million earned by and owed to certain Celularity employees, and NexGel issued Celularity a $5.0 million 18-month convertible note which, subject to certain conditions, is convertible into NexGel common stock. The note was subsequently split into two notes of $2.5 million each, one of which was assigned to Helena Global Investment Opportunities, Ltd as partial satisfaction of amounts due Helena and one of which was assigned to Sequence LifeSciences, Inc. as partial satisfaction of amounts due Sequence, see Subsequent Events.
The NexGel license agreement entitles the Company to earn up to $20.0 million in milestone payments, with the first milestone payment of $2.5 million due to the Company upon the earlier of NexGel achieving $25.0 million in net sales or 15 months, provided that net sales of at least $15.0 million have been achieved.
In April 2026, we implemented certain organizational changes in connection with its ongoing strategic realignment and previously announced the sale of certain biomaterials assets and out-license of specified products. On April 9, 2026, we terminated the employment of John R. Haines, our Senior Executive Vice President, Global Manager and Chief Administrative Officer, without cause. Mr. Haines’ final day of employment was May 8, 2026. On April 13, 2026, Stephen A. Brigido, our President, Degenerative Diseases, resigned from his position, with an effective date of separation of April 15, 2026. These leadership changes reflect the Company’s continued focus on aligning our organizational structure and resources with its core cell therapy platform and strategic priorities.
On May 27, 2026, we received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 10-Q for the period ended March 31, 2026. On June 9, 2026, we received written notice from Nasdaq indicating that our market value of listed securities had been below the $35.0 million minimum required by Nasdaq Listing Rule 5550(b)(2) for 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(C), we were provided 180 calendar days, or until December 7, 2026, to regain compliance. To regain compliance, our market value of listed securities must equal or exceed $35.0 million for at least 10 consecutive business days during that period, subject to Nasdaq’s discretion to require a longer period. On August 21, 2026, we received an additional notice indicating that we remained delinquent in filing that report and had not timely filed our Form 10-Q for the period ended June 30, 2026. Nasdaq requested and we submitted a plan to regain compliance. Any exception granted by Nasdaq would be limited to a maximum of 180 calendar days from the prescribed due date of the initial delinquent filing, or November 16, 2026. We intend to regain compliance; however, there can be no assurance that it will be able to do so within any applicable period or that its securities will continue to be listed on Nasdaq.
On June 3, 2026, we entered into a letter agreement with DefEYE, Inc. (“DefEYE”) resolving a dispute following our May 7, 2026 notice asserting nonpayment of approximately $1.34 million in outstanding invoices. The agreement terminates the availability of the product purchase credit provided under the August 5, 2025 Fourth Amendment to the Supply Agreement, which previously governed our relationship with DefEYE, for product invoiced after May 6, 2026 and requires DefEYE to pay for subsequent purchases under the applicable contractual terms. As a transition accommodation, we agreed to provide a one-time 20% discount on the next $1.5 million of eligible purchases, payable on net 30-day terms, and returned 3,910,706 shares of DefEYE Series Seed-2 Preferred Stock, satisfying the related condition to effectiveness. The agreement also establishes a framework for secondary manufacturing of specified shortfalls, while preserving our position as primary manufacturer and providing us fees on secondary manufacturing purchases. See Note 22 - Subsequent Events for additional information.
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On June 29, 2026, we entered into a loan agreement with the Barach Family Trust providing for a $1.0 million secured loan. The loan bears interest at 4% per annum, with a default interest rate of 18% per annum, and matures upon the earlier of 30 days after issuance or the completion of a subsequent transaction meeting the repayment threshold specified in the agreement. In a September 1, 2026 letter, the lender’s counsel asserted that an event of default had occurred, the applicable forbearance had expired and default interest at 18% per annum applied beginning August 5, 2026. The letter reserved the lender’s rights but did not demand immediate repayment of principal.
On July 28, 2026, we delivered a notice of default to BioCellgraft relating to unpaid license fee installments of $250,000 each due on March 31 and June 30, 2026 under our December 1, 2025 license agreement. We suspended performance under the applicable agreements and engaged in discussions regarding a potential resolution.
On August 5, 2026, we terminated the employment of Rick Gonzalez, our Chief Commercial Officer, effective immediately. On September 1, 2026, counsel for Mr. Gonzalez sent us a letter claiming compensation totaling $632,480 for alleged unpaid wages, bonuses and benefits arising from his employment and termination. Mr. Gonzalez’s employment terms were set forth in an offer letter, rather than an employment agreement. We are attempting to reach an amicable resolution
On September 23, 2026, the Company entered into a Securities Purchase Agreement providing for the issuance of senior secured convertible notes and warrants for aggregate gross proceeds of up to approximately $25.0 million. On September 24, 2026, the Company completed the initial closing under the agreement, resulting in aggregate gross proceeds of approximately $11.0 million. Additional proceeds are subject to the terms and conditions of the Securities Purchase Agreement.
Critical Accounting Policies
Our significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies,” included in our consolidated financial statements included elsewhere in this report on Form 10-Q.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
The term “disclosure controls and procedures”, as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act or the Act, means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.
Management, with the participation of our Principal Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2026 and concluded, consistent with prior reporting periods, that these controls and procedures were not effective due to material weaknesses in internal control over financial reporting for complicated financial transactions causing the Company file quarterly and annual reports late.
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Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published financial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. An internal control material weakness is a significant deficiency, or aggregation of deficiencies, that does not reduce to a relatively low level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in the normal course of their work. An internal control significant deficiency, or aggregation of deficiencies, is one that could result in a misstatement of the financial statements that is more than inconsequential. In making its assessment of internal control over financial reporting Management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).
Material Weakness in Internal Control Over Financial Reporting
We previously disclosed material weaknesses in our internal control over financial reporting. Specifically, we had insufficient resources with the appropriate knowledge and expertise to design, implement, and operate effective internal controls over our financial reporting process that contributed to other material weaknesses within our system of internal control over financial reporting at the control activity level. In addition, we failed to timely file quarterly reports on Form 10-Q for quarters within the year ended December 31, 2025 and the first quarter of 2026, and the report on Form 10-K for the year ended December 31, 2025. As a result, we have identified the following material weaknesses as of March 31, 2026:
| i. | Control Environment: We failed to demonstrate a commitment to attract, develop, and retain competent and sufficient qualified resources with an appropriate level of knowledge, experience, and training in certain areas around our financial reporting process. | |
| ii. | Risk Assessment: We failed to design and implement certain risk assessment activities related to identifying and analyzing risks to achieve objectives and identifying and assessing changes in the business that could impact our system of internal controls. | |
| iii. | Control Activities: We failed to design and implement certain control activities that address relevant risks and retain sufficient evidence of the performance of control activities. | |
| iv. | Information and Communication: We failed to design and implement certain information and communication activities related to obtaining or generating and using relevant quality information to support the functioning of internal control. | |
| v. | Monitoring: We failed to design and implement certain monitoring activities to ascertain whether the components of internal control are present and functioning. | |
| vi. | Privileged Access: Certain finance and accounting personnel have privileged access (also known as Super User Access) to our ERP systems, a material weakness in internal control which could result in unauthorized, inappropriate and undetected changes to financial-reporting systems. |
Remediation Plans
Company Financial Management led by the Chief Financial Officer will participate in all strategic transactions and access if these transactions yield complicated financial accounting and reporting issues. Internal resources will then be charged with evaluating if the Company has the necessary expertise to account for and report on the transactions in a timely manner. If not, outside expert resources will be contracted to assist in a timely manner to ensure timely quarterly and annual report filings. The Super User Access available to certain finance and accounting personnel was removed in the 2nd quarter of 2026 and limited to appropriate Information Technology personnel.
Changes in Internal Control over Financial Reporting
For the quarter ended March 31, 2026 there have been no changes in our internal control over financial reporting, except as noted above.
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PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
Civil Investigative Demand
The Company received a Civil Investigative Demand (the “Demand”) under the False Claims Act, 31 U.S.C. § 3729, dated August 14, 2022, from the U.S. Attorney’s Office for the Eastern District of Pennsylvania. The Demand requests documents and information relating to claims submitted to Medicare, Medicaid, or other federal insurers for services or procedures involving injectable human tissue therapy products derived from amniotic fluid or birth tissue and includes Interfyl. The Company is cooperating with the request and is engaged in an ongoing dialogue with the Assistant U.S. Attorneys handling the Demand. The matter is still in preliminary stages and there is uncertainty as to whether the Demand will result in any liability.
Celularity Inc. v. Evolution Biologyx, LLC, et al.
On April 17, 2023, the Company filed a complaint against Evolution Biologyx, LLC, Saleem S. Saab, individually, and Encyte, LLC (collectively, “Evolution”) in the United States District Court for the District of New Jersey to recover unpaid invoice amounts for the sale of its biomaterial products in the amount of approximately $2,350, plus interest. The claim arose from a September 2021 distribution agreement between the Company and Evolution The complaint alleged claims for breach of contract, quasi contract and fraud. Evolution subsequently filed a counter claim breach of contract, breach of warranty, quasi contract and fraud. On June 9, 2026, with the assistance of the court, the parties reached a settlement on the major issues that would result in mutual releases without payments by either side. The agreement is being documented while a minor issue is being negotiated.
TCWGlobal v. Celularity Inc.
On March 27, 2024, WMBE Payrolling, Inc., dba TCWGlobal, filed a complaint in the United States District Court for the Southern District of California alleging a breach of contract and account stated claims relating to a Master Services Agreement dated May 4, 2020, or the TCWGlobal MSA, for the provision of certain leased workers to perform services on the Company’s behalf. The complaint alleges that the Company breached the TCWGlobal MSA by failing to make payments on certain invoices for the services of the leased workers. On May 7, 2024, the Company entered into a settlement agreement and mutual release with TCWGlobal whereupon the Company agreed to pay $516 in tiered monthly installments, with the last payment due and payable on May 1, 2025, in exchange for a dismissal of the complaint and full release of all claims. The Company defaulted on the payments in November 2024. On April 21, 2025, the Company was served with a motion by TCWGlobal to enforce the settlement and enter judgment against the Company in the amount of $350, for which the Company has accrued within accounts payable on the consolidated balance sheets as of both December 31, 2025 and 2024. The Court granted the motion and entered judgment on June 3, 2025. On February 26, 2026, TCWGlobal and the Company agreed to settle the balance due in one payment of $100 due by March 3, 2026, and two payments of $125 due by the end of March 2026 and April 2026, respectively. As of the issuance date of the financial statements, the Company had made one payment of $100 and two payments of $125 to TCWGlobal. This case was settled in April 2026.
Hackensack Meridian Health v. Celularity Inc.
On March 27, 2025, Hackensack Meridian Health (“HUMC”) filed a complaint in the Superior Court of New Jersey seeking $948 allegedly owed by Celularity for costs associated with previous clinical trials. The Company determined that there were significant duplications in the invoices, so after a joint review of the charges, the parties agreed that the actual amount due from the Company to HUMC is $668, which the Company accrued within accrued expenses and other current liabilities as of March 31, 2026. The Company defaulted on the Complaint, and HUMC moved for entry of default judgment that was granted on December 5, 2025.
Shareholder Derivative Action
On February 28, 2025, a shareholder derivative action, Dorrance v. Diamandis, Index No. 651165/2025, was filed against the Company’s current and former members of the board of directors as defendants, and the Company, as a nominal defendant, in the Supreme Court of the State of New York. The Plaintiff alleges that the board members’ compensation of its nonemployee directors was excessive in 2021, 2022 and 2023 and seeks to recoup excessive compensation and set controls on the board’s ability to award themselves excessive compensation in the future. The derivative action is also seeking payment of an undisclosed amount of attorney’s fees. After extended negotiations, the Company settled for a payment of $3 in cash and $300 worth of restricted stock to plaintiff’s counsel. The settlement is recorded as legal settlement expense in the Statement of Operations.
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Item 1A. Risk Factors.
Our operations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 30, 2026.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None
of our directors or “officers,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934,
Item 6. Exhibits.
# Indicates a management contract or any compensatory plan, contract or arrangement.
* The certifications attached as Exhibits 32.1 and 32.2 accompanying this report are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Celularity Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report, irrespective of any general incorporation language contained in such filing.
+ Celularity Inc. has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K and shall furnish supplementally to the Securities and Exchange Commission copies of any of the omitted schedules and exhibits upon request by the SEC.
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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 thereunto duly authorized.
| CELULARITY INC. | ||
| Date: September 29, 2026 | By: | /s/ Robert J. Hariri |
| Robert J. Hariri, M.D., Ph.D. | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: September 29, 2026 | By: | /s/ John M. Sprague |
| John M. Sprague | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
| 41 |
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Robert J. Hariri, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Celularity Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 29, 2026 | By: | /s/ Robert J. Hariri |
| Robert J. Hariri, M.D., Ph.D. | ||
Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, John M. Sprague, certify that:
| 1. | I have reviewed this Quarterly Report on Form 10-Q of Celularity Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and | |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: September 29, 2026 | By: | /s/ John M. Sprague |
| John M. Sprague | ||
Chief Financial Officer (Principal Financial and Accounting Officer) |
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Celularity Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 29, 2026 | By: | /s/ Robert J. Hariri |
| Robert J. Hariri, M.D., Ph.D. | ||
Chief Executive Officer (Principal Executive Officer) |
This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Celularity Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Celularity Inc. and will be retained by Celularity Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Celularity Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2026, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and | |
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: September 29, 2026 | By: | /s/ John M. Sprague |
John M. Sprague Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) |
This certification accompanies the Quarterly Report on Form 10-Q to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of Celularity Inc. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-Q), irrespective of any general incorporation language contained in such filing. A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to Celularity Inc. and will be retained by Celularity Inc. and furnished to the Securities and Exchange Commission or its staff upon request.