Celularity Inc 10-K/A, filed Oct 20, 2026
Celularity Inc (CELU)
About this 10-K/A
Celularity Inc filed this 10-K/A on October 20, 2026, covering the fiscal year ended December 31, 2025.
Celularity Inc.’s amendment solely adds Part III disclosures to its annual report for the fiscal year ended December 31, 2025, including Naveen Jain’s designation to succeed Diane Parks, Steven N. Gordon’s board service and Philip A. Barach’s committee service. AI summary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM
(Mark One)
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the fiscal year 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 | ||
Securities registered pursuant to Section 12(g) of the Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No
The
aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on the closing price
of the shares of Class A common stock on the Nasdaq Stock Market on June 30, 2025, was $
As of September 30, 2026, the registrant had shares of Class A common stock, $ par value per share, outstanding.
DOCUMENTS INCORPORATED BY REFERENCE
EXPLANATORY NOTE
Except as described above, this Amendment does not amend, update or change any other items or disclosures contained in the Original Form 10-K and except for the Part III information expressly included in this Amendment, does not reflect or purport to reflect any information or events occurring after the original filing date or modify or update those disclosures affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and the Company’s other filings with the SEC.
Table of Contents
| Page | ||
| PART III | ||
| Item 10. | Directors, Executive Officers and Corporate Governance | 2 |
| Item 11. | Executive Compensation | 11 |
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 20 |
| Item 13. | Certain Relationships and Related Transactions, and Director Independence | 22 |
| Item 14. | Principal Accounting Fees and Services | 28 |
| PART IV | ||
| Item 15. | Exhibits, Financial Statement Schedules | 29 |
| Item 16 | Form 10-K Summary | 36 |
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PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The following table sets forth the name, age and position of each of our executive officers and directors as of October 20, 2026.
| Name | Age | Position(s) | ||
| Executive Officers | ||||
| Robert J. Hariri, M.D., Ph.D. | 67 | Chief Executive Officer and Chairman of the Board of Directors | ||
| John M. Sprague | 67 | Chief Financial Officer | ||
| Steven N. Gordon, Esq. | 59 | Chief Operating and Administrative Officer and Director | ||
| K. Harold Fletcher, Esq. | 41 | Chief Legal and Strategy Officer, and Corporate Secretary | ||
| Non-Employee Directors | ||||
| Peter Diamandis, M.D. | 65 | Director | ||
| Philip A. Barach | 74 | Director | ||
| Diane Parks | 73 | Director |
Executive Officers
Robert J. Hariri, M.D., Ph.D. is the founder of Celularity and has served as our Chief Executive Officer and Chairman of the board of directors since the July 2021 business combination, after serving in those roles at Legacy Celularity from 2016. Dr. Hariri has also served as a director at BioVie since June 2020. Prior to joining Celularity, Dr. Hariri founded and served as Chief Executive Officer of Anthrogenesis Corporation, and after its acquisition by Celgene, Dr. Hariri served as Chief Executive Officer of Celgene Cellular Therapeutics from 2005 to 2013. Dr. Hariri also co-founded the genomic-based health intelligence company, Human Longevity, Inc. Dr. Hariri is also an Adjunct Professor of Neurosurgery and a member of the Board of Overseers at the Weill-Cornell University Medical College. He is a member of the XPRIZE Foundation scientific advisory board for the Archon XPRIZE for Genomics. Dr. Hariri is a trustee and vice-chair of the Liberty Science Center. Dr. Hariri has served as a member of the board of directors of various companies, including Myos Corporation from July 2011 to November 2020, where he served as Chairman of the board from April 2012 to November 2020, Bionik Laboratories Corp. from March 2015 to October 2017, Cryoport since September 2015. Dr. Hariri obtained an A.B. in Biological Anthropology from Columbia University School of Engineering and Applied Sciences and Columbia College and an M.D. and Ph.D. from Cornell University. Our board of directors believes that his experience founding and managing biotechnology companies and his scientific and medical expertise qualify him to serve as a director.
John M. Sprague serves as our Chief Financial Officer and joined us as Acting Chief Financial Officer on February 27, 2026. Before joining us, he served as Chief Financial Officer of Thread Research, a clinical trial software company. He previously served as Chief Financial Officer of T2 Biosystems, Inc. from January 2018 to April 2025 and of Caliber Imaging & Diagnostics, Inc. from February 2017 to January 2018. His earlier experience includes chief financial officer roles at GE Healthcare’s North American Core Imaging pharmaceutical business and Xcellerex, Inc., which was acquired by GE Healthcare, and service as Vice President of Finance at RSA Security. He spent 12 years in Deloitte’s technology audit practice, where he became a Senior Manager. Mr. Sprague is a Certified Public Accountant and holds a B.S. from Boston College’s Carroll School of Management.
Steven N. Gordon, Esq. has served as our Chief Operating and Administrative Officer and a director since June 19, 2026. He previously served as our Executive Vice President, Business Affairs beginning in January 2026. Mr. Gordon co-founded a publicly traded biopharmaceutical company that was acquired in 2021 for approximately $1.9 billion. He is the founder and principal of Gordon Law, where he has served as managing attorney since 1999, representing private and public companies and individuals in complex civil and criminal matters in state and federal courts. He has also served as a principal of Nevets, LLC since 1999, through which he has been involved in biotechnology and healthcare ventures, including biotechnology startup companies and programs involving clinical-stage drug development. He currently serves on the boards of Operation Warrior Shield and South University. Earlier in his career, Mr. Gordon served as an Assistant District Attorney in the Bronx County District Attorney’s Office. He received a B.A. in Economics and Business Administration from Bar-Ilan University and a J.D. from Touro College Jacob D. Fuchsberg Law Center. He has been admitted to practice law since 1993 and is admitted before various state and federal courts. Our board of directors believes that his experience in corporate finance, operations, legal affairs and biotechnology, together with his knowledge of our business, qualifies him to serve as a director.
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K. Harold Fletcher, Esq. has served as our Chief Legal and Strategy Officer and Corporate Secretary since June 19, 2026, overseeing legal, corporate governance, compliance and strategic initiatives, including complex transactions, financings, business development and key commercial partnerships. He served as our Executive Vice President, Legal and Strategy beginning in January 2026. Previously, he served as our Executive Vice President and General Counsel from October 2022 to December 2025 and, prior to that, as our Senior Vice President, Deputy General Counsel and Chief Compliance Officer. Since joining Celularity in January 2018 as Senior Corporate Counsel, Mr. Fletcher has played an integral role in the Company’s evolution, including its transition to a publicly traded company, capital-raising activities, strategic transactions and development of its legal and compliance infrastructure. Before joining Celularity, Mr. Fletcher served as Senior Corporate Counsel at Kadmon Corporation, a Sanofi company, from 2015 to 2018 and as an associate in the life sciences and litigation practice groups at Sedgwick LLP from 2012 to 2015. Mr. Fletcher holds a Juris Doctor degree from Seton Hall University and a Bachelor of Arts degree in political science and history from Rutgers University.
Non-Employee Directors
Peter H. Diamandis, M.D., has served as a member of our board of directors since the July 2021 business combination. Dr. Diamandis was a co-founder of Legacy Celularity and served as Vice Chairman of its board of directors from 2016. Dr. Diamandis is also the Founder and Executive Chairman of the XPRIZE Foundation, a non-profit foundation that has designed and operated large-scale incentive competitions and the Executive Founder of Singularity University, a graduate-level Silicon Valley institution founded in 2008 that counsels the world’s leaders on exponentially growing technologies. Dr. Diamandis is the Vice Chairman and co-Founder of Human Longevity, Inc., a company focused on extending the human lifespan. Dr. Diamandis currently serves on the boards of Vaxxinity and DPCM Capital, and SWAG III (Nasdaq: SWAG). Dr. Diamandis obtained degrees in Molecular Engineering and Aerospace Engineering from MIT and an M.D. from Harvard Medical School. Our board of directors believes he is well qualified to serve on the board due to his extensive operational and management experience in the technology industry.
Philip A. Barach has served as a member of our board of directors since September 24, 2026. Mr. Barach is Chief Executive Officer and Managing Member of Vista Investment Group, a privately held commercial real estate investment firm that he co-founded in 2008. He co-founded DoubleLine Capital LP, an investment management firm, and served as its President before retiring in April 2020. Before DoubleLine, Mr. Barach was a Group Managing Director at TCW Group and previously served as Principal Fixed Income Officer at CalPERS. Our board of directors believes that his investment management, financial markets and capital allocation experience qualifies him to serve as a director.
Diane Parks has served as a member of our board of directors since June 2022. From February 2016 to July 2018, Ms. Parks served as Senior Vice President, Head of U.S. Commercial for Kite Pharma, Inc., a publicly-held biopharmaceutical company, which was acquired by Gilead, where she developed and executed the strategic plan for the commercial launch of Yescarta®, the first CAR-T therapy approved for large B-cell lymphoma. From October 2014 to October 2015, Ms. Parks served as Vice President, Head of Global Marketing for Pharmacyclics, Inc., a publicly-held biopharmaceutical company, which was acquired by AbbVie, Inc., where she was responsible for the marketing strategy and launch of Imbruvica®. From 2007 to 2014, she served as Vice President, Sales for Amgen, a publicly-held biotechnology company, where she successfully led the hospital and nephrology sales teams. From 1999 to 2002, she served as Senior Vice President, Specialty Biotherapeutics and Managed Care for Genentech, Inc., a publicly-held biotechnology company, which was acquired by F. Hoffmann-La Roche AG. She currently serves on the boards of Calliditas Therapeutics AB, a publicly-held biopharmaceutical company, CTI BioPharma Corp., a publicly-held biopharmaceutical company, Kura Oncology, Inc., a publicly-held biopharmaceutical company, Soligenix, Inc., a publicly-held biopharmaceutical company, TriSalus Life Sciences (formerly Surefire Medical, Inc.), a privately-held medical device company and the Lymphoma Research Foundation. Ms. Parks earned an M.B.A. from Georgia State University and a B.S. from Kansas State University. Our board of directors believes she is well qualified to serve on the board due to her extensive experience as a member of senior management and boards of directors of multiple biopharmaceutical companies as well as her expertise in leading the overall strategy, organization and operations for oncology product commercial launches.
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On September 29, 2026, our board of directors appointed Naveen Jain to succeed Diane Parks, with his term to commence following expiration of the applicable waiting period after the filing and mailing of an information statement under Section 14(f) of the Exchange Act and Rule 14f-1. Ms. Parks’ resignation will take effect at that time. Until then, Ms. Parks continues to serve as a director. Mr. Jain was designated under investor board designation rights established in connection with our September 2026 financing. He is the founder and Chief Executive Officer of Viome Life Sciences Inc., which uses artificial intelligence and molecular data in personalized health and nutrition. He also founded InfoSpace, Intelius, TalentWise and Moon Express. Mr. Jain has not initially been appointed to any committee of the board.
Family Relationships
There are no family relationships among any of our executive officers or directors.
Director Independence
Applicable Nasdaq Stock Market LLC rules require a majority of a listed company’s board of directors to be comprised of independent directors within one year of listing. In addition, the Nasdaq rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating and corporate governance committees be independent and that audit committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act and that compensation committee members satisfy independence criteria set forth in Rule 10C-1 under the Exchange Act. Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries. In addition, in affirmatively determining the independence of any director who will serve on a company’s compensation committee, Rule 10C-1 under the Exchange Act requires that a company’s board of directors must consider all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including: the source of compensation to the director, including any consulting, advisory or other compensatory fee paid by such company to the director, and whether the director is affiliated with the company or any of its subsidiaries or affiliates.
Our board of directors has determined that Peter H. Diamandis and Diane Parks are independent directors under the applicable Nasdaq rules. Dr. Hariri and Mr. Gordon are not independent directors because they are executive officers of the Company. Our board of directors has determined that Mr. Barach is not independent in light of his relationship with the Philip & Daniele Barach Family Trust, of which he is a trustee, the Trust’s participation in the financing transactions pursuant to the Securities Purchase Agreement dated September 23, 2026, and the governance rights granted under the related Board Rights Agreement, including director designation rights and interim restrictions on the Company’s use of financing proceeds and entry into certain expenditure commitments. In making its independence determinations, the board considered each director’s relationships with us and other relevant facts and circumstances, including beneficial ownership of our capital stock and rights under agreements with the Company.
Board Composition
Our business and affairs are organized under the direction of our board of directors. Our board of directors currently consists of five members and Dr. Hariri serves as Chairman of the board of directors. The primary responsibilities of our board of directors are to provide oversight, strategic guidance, counselling and direction to the management. The board of directors meets on a regular basis and on an ad hoc basis as required.
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In accordance with the terms of our certificate of incorporation and the amended and restated bylaws, the board of directors is divided into three classes, as follows:
| ● | Class I, which consists of Peter H. Diamandis, M.D., Diane Parks and Philip A. Barach, whose terms expire at the annual meeting of stockholders to be held in 2028; | |
| ● | Class II, which consists of Steven N. Gordon, Esq., whose term expires at the annual meeting of stockholders to be held in 2026; and | |
| ● | Class III, which consists of Robert J. Hariri, M.D., Ph.D., whose term expires at the annual meeting of stockholders to be held in 2027. |
At each annual meeting of stockholders, the successors to directors whose terms then expire will serve until the third annual meeting following their election and until their successors are duly elected and qualified. The authorized size of the board of directors will be fixed exclusively by resolutions of the board of directors. The authorized number of directors may be changed only by resolution of the board of directors. Any additional directorships resulting from an increase in the number of directors will be distributed between the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of the board of directors may have the effect of delaying or preventing changes in its control or management. Our board of directors may be removed for cause by the affirmative vote of the holders of at least 66 2/3% of our voting stock.
Board Leadership Structure
Our board of directors is chaired by Dr. Hariri, the Chief Executive Officer. In such role, Dr. Hariri has the authority, among other things, to call and preside over board of directors meetings, to set meeting agendas and to determine materials to be distributed to the board of directors. The board of directors believes that combining the positions of Chief Executive Officer and Board Chair helps to ensure that the board of directors and management act with a common purpose and that separating the positions of Chief Executive Officer and Board Chair has the potential to give rise to divided leadership, which could interfere with good decision-making or weaken the ability to develop and implement strategy. Instead, the board of directors believes that combining the positions of Chief Executive Officer and Board Chair provides a single, clear chain of command to execute its strategic initiatives and business plans. In addition, the board of directors believes that a combined Chief Executive Officer/Board Chair is better positioned to act as a bridge between management and the board of directors, facilitating the regular flow of information. We also believe that it is advantageous to have a Board Chair with an extensive history with and knowledge of the company (as is the case with its Chief Executive Officer) as compared to a relatively less informed independent Board Chair.
Role of the Board in Risk Oversight
The audit committee of the board of directors is primarily responsible for overseeing its risk management processes on behalf of the board of directors. The audit committee receives reports from management regularly regarding its assessment of risks. In addition, the audit committee reports regularly to the board of directors, which also considers our risk profile. The audit committee and the board of directors focus on the most significant risks we face and our general risk management strategies. While the board of directors oversees its risk management, management is responsible for day-to-day risk management processes. The board of directors expects management to consider risk and risk management in each business decision, to proactively develop and monitor risk management strategies and processes for day-to-day activities and to effectively implement risk management strategies adopted by the audit committee and the board of directors. We believe this division of responsibilities is the most effective approach for addressing the risks it faces and that the board of directors’ leadership structure, which also emphasizes the independence of the board of directors in its oversight of its business and affairs, supports this approach.
Board Committees
Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee and may form other committees from time to time. Each of the audit committee, compensation committee, and nominating and corporate governance committee operates under a charter that satisfies the applicable standards of the SEC and Nasdaq. Each such committee reviews its respective charter at least annually. A current copy of the charter for each of the audit committee, compensation committee, and nominating and corporate governance committee is posted on the corporate governance section of our website, https://celularity.com/corporate-governance.
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The following table provides the current membership of each standing committee of the board of directors. “Chair” identifies the committee chairperson and “Member” identifies the other members. Membership reflects the board structure before Mr. Jain’s appointment becomes effective.
| Name | Audit | Compensation | Nominating and Governance | |||
| Robert J. Hariri, M.D., Ph.D. | — | — | — | |||
| Peter Diamandis, M.D. | Chair | Member | Member | |||
| Steven N. Gordon, Esq. | — | — | — | |||
| Philip A. Barach | — | Member* | Chair* | |||
| Diane Parks | Member | Chair | Member |
* Mr. Barach serves on the Compensation Committee and the Nominating and Corporate Governance Committee pursuant to the exceptional and limited circumstances exceptions in Nasdaq Rules 5605(d)(2)(B) and 5605(e)(3), respectively, as described below.
Audit Committee
Our audit committee currently consists of Peter H. Diamandis and Diane Parks. Dr. Diamandis serves as chair. Our board of directors has determined that each member satisfies the applicable Nasdaq independence and financial literacy requirements and the independence requirements of Rule 10A-3 under the Exchange Act.
The functions of this committee include, among other things:
| ● | evaluating the performance, independence and qualifications of our independent auditors and determining whether to retain our existing independent auditors or engage new independent auditors; | |
| ● | reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services; | |
| ● | monitoring the rotation of partners of our independent auditors on our engagement team as required by law; | |
| ● | prior to engagement of any independent auditor, and at least annually thereafter, reviewing relationships that may reasonably be thought to bear on their independence, and assessing and otherwise taking the appropriate action to oversee the independence of our independent auditor; | |
| ● | reviewing our annual and quarterly financial statements and reports, including the disclosures contained under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and discussing the statements and reports with our independent auditors and management; | |
| ● | reviewing, with our independent auditors and management, significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls; | |
| ● | reviewing with management and our independent auditors any earnings announcements and other public announcements regarding material developments; | |
| ● | establishing procedures for the receipt, retention and treatment of complaints received by us regarding financial controls, accounting or auditing matters and other matters; | |
| ● | preparing the report that the SEC requires in our annual proxy statement; | |
| ● | reviewing and providing oversight of any related-person transactions in accordance with our related person transaction policy and reviewing and monitoring compliance with legal and regulatory responsibilities, including our code of business conduct and ethics; | |
| ● | reviewing our major financial risk exposures, including the guidelines and policies to govern the process by which risk assessment and risk management are implemented; | |
| ● | reviewing on a periodic basis our investment policy; and |
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| ● | reviewing and evaluating on an annual basis the performance of the audit committee and the audit committee charter. | |
| ● | providing oversight of the Company’s cybersecurity and data privacy programs, including reviewing cybersecurity risk exposures, policies, and procedures to address potential threats, and ensuring the adequacy and effectiveness of controls to protect sensitive Company and customer data. |
Our board of directors has determined that each of Dr. Diamandis qualifies as an audit committee financial expert under SEC regulations and satisfies the applicable Nasdaq financial sophistication requirements. Our independent registered public accounting firm and management periodically meet privately with the audit committee.
The composition and functioning of the audit committee comply with all applicable requirements of the Sarbanes-Oxley Act and all applicable SEC and Nasdaq rules and regulations. We intend to comply with future requirements to the extent they become applicable to us.
Compensation Committee
Our compensation committee currently consists of Diane Parks and Peter H. Diamandis. Ms. Parks serves as chair. Our board of directors has determined that Ms. Parks and Dr. Diamandis satisfy the applicable Nasdaq compensation committee independence requirements. As described under “Director Independence,” Mr. Barach is not independent in light of his relationship with the Philip & Daniele Barach Family Trust, the Trust’s participation in the financing transactions pursuant to the Securities Purchase Agreement dated September 23, 2026, and the governance rights granted under the related Board Rights Agreement. The Board has determined, under exceptional and limited circumstances, that Mr. Barach’s membership on the compensation committee is required by the best interests of the Company and its stockholders because [insert the Board’s specific rationale]. Accordingly, Mr. Barach serves on the committee pursuant to the exception in Nasdaq Rule 5605(d)(2)(B), for a period not to exceed two years. Mr. Barach is not an executive officer or employee of the Company or a family member of an executive officer. The functions of this committee include, among other things:
| ● | reviewing, modifying and approving (or if it deems appropriate, making recommendations to the full board of directors regarding) our overall compensation strategy and policies; |
| ● | reviewing and making recommendations to the full board of directors regarding the compensation and other terms of employment of our executive officers; | |
| ● | reviewing and approving (or if it deems it appropriate, making recommendations to the full board of directors regarding) performance goals and objectives relevant to the compensation of our executive officers and assessing their performance against these goals and objectives; | |
| ● | reviewing and approving (or if it deems it appropriate, making recommendations to the full board of directors regarding) the equity incentive plans, compensation plans and similar programs advisable for us, as well as modifying, amending or terminating existing plans and programs; | |
| ● | evaluating risks associated with our compensation policies and practices and assessing whether risks arising from its compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us; | |
| ● | reviewing and making recommendations to the full board of directors regarding the type and amount of compensation to be paid or awarded to our non-employee board members; | |
| ● | establishing policies with respect to votes by our stockholders to approve executive compensation as required by Section 14A of the Exchange Act and determining our recommendations regarding the frequency of advisory votes on executive compensation, to the extent required by law; | |
| ● | reviewing and assessing the independence of compensation consultants, legal counsel and other advisors as required by Section 10C of the Exchange Act; | |
| ● | administering our equity incentive plans; | |
| ● | establishing policies with respect to equity compensation arrangements; |
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| ● | reviewing the competitiveness of our executive compensation programs and evaluating the effectiveness of its compensation policy and strategy in achieving expected benefits to us; | |
| ● | reviewing and making recommendations to the full board of directors regarding the terms of any employment agreements, severance arrangements, change in control protections and any other compensatory arrangements for our executive officers; | |
| ● | reviewing with management and approving our disclosures under the caption “Compensation Discussion and Analysis” in its periodic reports or proxy statements to be filed with the SEC, to the extent such caption is included in any such report or proxy statement; | |
| ● | preparing the report that the SEC requires in our annual proxy statement; and | |
| ● | reviewing and assessing on an annual basis the performance of the compensation committee and the compensation committee charter. |
The Company relies on the exception described above with respect to Mr. Barach’s service on the Compensation Committee.
Nominating and Corporate Governance Committee
Our nominating and corporate governance committee currently consists of Philip A. Barach, Diane Parks and Peter H. Diamandis. Mr. Barach serves as chair. Our board of directors has determined that Ms. Parks and Dr. Diamandis satisfy the applicable Nasdaq independence requirements. Mr. Barach is not independent for the reasons described under “Director Independence,” including his relationship with the Philip & Daniele Barach Family Trust and the Trust’s investment and governance rights under the September 23, 2026 financing arrangements. The Board has determined, under exceptional and limited circumstances, that Mr. Barach’s membership on the nominating and corporate governance committee is required by the best interests of the Company and its stockholders because [insert the Board’s specific rationale]. Accordingly, Mr. Barach serves on the committee pursuant to the exception in Nasdaq Rule 5605(e)(3), for a period not to exceed two years. Mr. Barach is not an executive officer or employee of the Company or a family member of an executive officer. The functions of this committee include, among other things:
| ● | identifying, reviewing and evaluating candidates to serve on the board of directors consistent with criteria approved by the board of directors; | |
| ● | determining the minimum qualifications for service on the board of directors; | |
| ● | evaluating director performance on the board of directors and applicable committees of the board of directors and determining whether continued service on the board of directors is appropriate; | |
| ● | evaluating, nominating and recommending individuals for membership on the board of directors; |
| ● | evaluating nominations by stockholders of candidates for election to the board of directors; | |
| ● | considering and assessing the independence of members of the board of directors; | |
| ● | developing a set of corporate governance policies and principles, including a code of business conduct and ethics, periodically reviewing and assessing these policies and principles and their application and recommending to the board of directors any changes to such policies and principles; | |
| ● | considering questions of possible conflicts of interest of directors as such questions arise; and | |
| ● | reviewing and assessing on an annual basis the performance of the nominating and corporate governance committee and the nominating and corporate governance committee charter. |
The Company relies on the exception described above with respect to Mr. Barach’s service on the nominating and corporate governance committee.
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Policy on Trading, Pledging and Hedging of Company Stock
Certain transactions in our securities (such as purchases and sales of publicly traded put and call options, and short sales) create a heightened compliance risk or could create the appearance of misalignment between management and stockholders. In addition, securities held in a margin account or pledged as collateral may be sold without consent if the owner fails to meet a margin call or defaults on the loan, thus creating the risk that a sale may occur at a time when an officer or director is aware of material, non-public information or otherwise is not permitted to trade in our securities. Our insider trading policy expressly prohibits short sales and derivative transactions of our stock by our executive officers, directors, employees and certain designated consultants and contractors, including short sales of our securities. Our insider trading policy expressly prohibits, without the advance approval of our audit committee, purchases or sales of puts, calls, or other derivative securities of the Company or any derivative securities that provide the economic equivalent of ownership.
Code of Business Conduct and Ethics
We have adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of the code is posted on the corporate governance section of our website, which is located at https://celularity.com/corporate-governance/. If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.
Clawback Policy
Our board of directors adopted a compensation recovery policy, or the Clawback Policy, designed to comply with Rule 10D-1 of the Exchange Act and Nasdaq Listing Rule 5608, which provides for recoupment of incentive compensation in the event of an accounting restatement resulting from material noncompliance with financial reporting requirements under the relevant securities laws. The policy applies to our current and former executive officers. Erroneously Awarded Compensation (as defined in the Clawback Policy) that is granted, earned or vested may be subject to recoupment.
Governance Principles
Our board of directors has adopted Governance Principles to assure that the board will have the necessary authority and practices in place to review and evaluate our business operations as needed and to make decisions that are independent of our management. The Governance Principles are also intended to align the interests of directors and management with those of our stockholders. The Governance Principles set forth the practices the board intends to follow with respect to, among other things, board composition and selection including diversity, board meetings and involvement of senior management, and board committees and compensation. The Governance Principles are available on our website, which is located at https://celularity.com/corporate-governance/.
Limitation of Liability and Indemnification
Our certificate of incorporation limits the liability of directors to the maximum extent permitted by Delaware law. Delaware law allows a corporation to eliminate the personal liability of directors of a corporation to the corporation and its stockholders for monetary damages for breach of their fiduciary duties as directors, except for liability for any:
| ● | breach of his or her duty of loyalty to the corporation or its stockholders; | |
| ● | act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; | |
| ● | unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DGCL; or | |
| ● | transaction from which the director derived an improper personal benefit. |
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Our certificate of incorporation does not eliminate a director’s duty of care and, in appropriate circumstances, equitable remedies, such as injunctive or other forms of non-monetary relief, will remain available under Delaware law. These limitations also do not affect a director’s responsibilities under any other laws, such as the federal securities laws or other state or federal laws. Our bylaws provide that we will indemnify our directors and executive officers and may indemnify other officers, employees and other agents, to the fullest extent permitted by law. Our bylaws also provide that we are obligated to advance expenses incurred by a director or officer in advance of the final disposition of any action or proceeding and also permit us to secure insurance on behalf of any officer, director, employee or other agent for any liability arising out of his or her actions in connection with their services to us. The board of directors has obtained a policy of directors’ and officers’ liability insurance.
We have entered into separate indemnification agreements with our directors and executive officers, in addition to the indemnification provided for in our bylaws. These agreements, among other things, are expected to require us to indemnify our directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of our directors or executive officers or any other company or enterprise to which the person provides services at our request. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
The limitation of liability and indemnification provisions in our certificate of incorporation and bylaws may discourage stockholders from bringing a lawsuit against directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder’s investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.
We believe that these provisions in our certificate of incorporation and bylaws and these indemnification agreements are necessary to attract and retain qualified persons as directors and officers.
Except as otherwise disclosed in Item 3 “Legal Proceedings”, at present, there is no pending litigation or proceeding involving any of our directors or executive officers as to which indemnification is required or permitted, and we are not aware of any threatened litigation or proceeding that may result in a claim for indemnification.
Scientific Advisory Board
We established a scientific advisory board. We expect to regularly seek advice and input from these experienced scientific leaders on matters related to its research and development programs. Our scientific advisory board consists of experts across a range of key disciplines relevant to our programs and science. We intend to continue to leverage the broad expertise of our advisors by seeking their counsel on important topics relating to our research and development programs. Some of the members of our scientific advisory board have entered into consulting agreements with us covering their respective confidentiality, non-disclosure and proprietary rights matters and own or have owned shares of our Class A common stock or options to purchase shares of our Class A common stock.
Section 16(a) Reports
Section 16(a) of the Exchange Act and SEC regulations require our directors, certain officers and holders of more than 10% of our Class A common stock to file reports of ownership on Form 3 and changes in ownership on Form 4 or 5 with the SEC. The reporting directors, officers and 10% stockholders are also required by SEC rules to furnish us with copies of all Section 16(a) reports they file. Based solely on our review of copies of such reports received and written representations from our directors and such covered officers, we believe that our directors, officers and 10% stockholders complied with all applicable Section 16(a) filing requirements during 2025, with the exception of: one Form 4 filed late by Vincent LeVien, reporting one transaction; one Form 4 filed late by Robert J. Hariri, reporting one transaction; and one Form 3 filed late by Vincent LeVien.
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Item 11. Executive Compensation.
The following is a discussion and analysis of compensation arrangements of our named executive officers. This discussion may contain forward-looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs. The actual compensation programs that we adopt may differ materially from the currently planned programs that are summarized in this discussion. As a “smaller reporting company” as defined under federal securities law, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies.
To achieve our goals, we have designed, and intend to modify as necessary, our compensation and benefits programs to attract, retain, incentivize and reward deeply talented and qualified executives who share our philosophy and desire to work towards achieving our goals. We believe our compensation programs should promote the success of our Company and align executive incentives with the long-term interests of our stockholders. This section provides an overview of our executive compensation programs, including a narrative description of the material factors necessary to understand the information disclosed in the summary compensation table below.
Our board of directors, with input from our Chief Executive Officer, has historically determined the compensation for our named executive officers. Our named executive officers for the year ended December 31, 2025, were Dr. Robert Hariri, our Chief Executive Officer; Mr. John Haines, our former Senior Executive Vice President, Chief Administrative Officer and Corporate Secretary; and Dr. Stephen A. Brigido, our former President, Degenerative Diseases (through April 15, 2026).
Summary Compensation Table
The following table sets forth information concerning the compensation of our named executive officers for the years ended December 31, 2025 and 2024. We did not provide any non-qualified deferred compensation during the periods presented so we have omitted that column from the table below.
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($) | Stock Awards ($)(2) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||||||
| Robert J. Hariri, M.D., Ph.D. | 2025 | 600 ,000 | — | — | — | — | 50,651 | 650,651 | |||||||||||||||||||||||
| Chief Executive Officer | 2024 | 179,140 | — | — | 634,563 | — | 35,256 | 848,959 | |||||||||||||||||||||||
| John Haines | 2025 | 500,000 | — | — | — | — | 35,052 | 535,052 | |||||||||||||||||||||||
| Former Senior Executive Vice President, Chief Administrative Officer and Corporate Secretary(4) | 2024 | 434,375 | — | — | 46,658 | — | 35,973 | 517,006 | |||||||||||||||||||||||
| Stephen A. Brigido, D.P.M. | 2025 | 465,625 | — | — | — | — | 53,840 | 519,465 | |||||||||||||||||||||||
| Former President, Degenerative Diseases(5) | 2024 | — | — | — | — | — | — | — | |||||||||||||||||||||||
| (1) | Salary amounts represent actual amounts earned during 2025 and 2024. In order to comply with the securities purchase agreement with Dragasac Limited dated January 12, 2024, effective February 16, 2024, we implemented a 15% across the board reduction in the annual base salary rate of the members of our executive leadership team for the year ended December 31, 2024, except for Dr. Hariri, who voluntarily elected to reduce his annual base salary rate for the year ended December 31, 2024 by 85%. In January 2023, Dr. Hariri deferred his salary to aid working capital needs. Deferred salary remained unpaid and was $1,935,000 as of December 31, 2025. As further described in the section titled “Agreements with Named Executive Officers and Potential Payments Upon Termination of Employment or Change in Control” below, Dr. Hariri subsequently agreed to waive the payment of such deferred portion. |
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| (2) | Amounts reported represent the aggregate grant date fair value of equity awards granted to the named executive officers, computed in accordance with the Financial Accounting Standards Board’s, or FASB’s, Accounting Standards Codification, or ASC, Topic 718. Additional information regarding the assumptions made in calculating the grant date fair value of the equity awards reported in these amounts is provided in Note 14 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. These amounts do not reflect the actual economic value that may be realized by the named executive officer, which will depend on factors including the continued service of the executive and the future value of our stock. |
| (3) | This column reflects the aggregate value of other categories of payment, consisting of (i) for Dr. Hariri, in 2025, $49,715 for health insurance coverage, $351 for life insurance coverage and $585 for disability insurance coverage; in 2024, $35,037 for health insurance coverage, $78 for life insurance coverage and $141 for disability insurance coverage; and in 2023, $34,264 for health insurance coverage and $78 for life insurance coverage; (ii) for Mr. Haines, in 2025, $34,116 for health insurance coverage, $351 for life insurance coverage and $585 for disability insurance coverage; in 2024, $35,037 for health insurance coverage, $351 for life insurance coverage and $585 for disability insurance coverage; and in 2023, $34,264 for health insurance coverage and $351 for life insurance coverage; and (iii) for Mr. Brigido, in 2025, $52,715 for health insurance coverage, $540 for life insurance coverage and $585 for disability insurance coverage. |
| (4) | On April 9, 2026, we elected to terminate Mr. Haines’ employment without cause. His final day of employment was May 8, 2026. We entered into a separation agreement and release with him on May 1, 2026. |
| (5) | Dr. Brigido resigned effective April 15, 2026 in connection with the transition of our biomaterials business to NexGel, Inc. |
Narrative Disclosures to the Summary Compensation Table
The base salaries of our executive officers are generally established and approved by the compensation committee of our board of directors at the time of such named executive officer’s commencement of employment, taking into account compensation paid in the market for similar positions, the market demand for such named executive officers and the named executive officer’s total compensation package. The annual base salaries of our named executive officers are generally reviewed, determined and approved by our compensation committee periodically to compensate our named executive officers for the satisfactory performance of duties to us. Annual base salaries are intended to provide a fixed component of compensation to our named executive officers, reflecting their skill set, experience, roles and responsibilities.
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Bonus Compensation
From time to time the board of directors or compensation committee may approve discretionary cash bonuses for our named executive officers based on individual performance, Company performance or as otherwise determined appropriate. Neither the board of directors nor the compensation committee approved performance-based compensation for 2025 or 2024.
Equity-Based Incentive Awards
Our equity-based incentive awards are designed to align our interests and those of our stockholders with those of our employees and consultants, including our named executive officers and other executive officers. The board of directors is responsible for approving equity grants. Stock options and restricted stock unit awards (“RSUs”) have historically been the only forms of equity awards granted to our executive officers. We did not grant any equity awards to our named executive officers in 2025.
We have historically used stock options, and more recently RSUs, as an incentive for long-term compensation to our named executive officers because these are “at risk” as the realized value is dependent upon our stock price. Stock options allow our named executive officers to realize value from this form of equity compensation only if our stock price increases relative to the stock option’s exercise price, which exercise price is set at the fair market value of our Class A common stock on the applicable date of grant. RSUs provide the recipient with one share of our Class A common stock at a designated issue date following the vesting of that unit, without the payment of an exercise price or other cash consideration for the issued share. We may grant equity awards at such times as our board of directors determines appropriate. Our named executive officers generally are awarded an initial grant in the form of a stock option (and since the July 2021 business combination, RSUs) in connection with their commencement of employment. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.
All stock options prior to the July 2021 business combination were granted pursuant to Legacy Celularity’s Amended and Restated 2017 Equity Incentive Plan, or the 2017 Plan. We now grant equity incentive awards under our 2021 Equity Incentive Plan, or the 2021 Plan. The board of directors may authorize grants of stock options, stock appreciation rights, restricted stock, RSUs, performance awards, and other stock-based awards under the 2021 Plan. The 2021 Plan will terminate upon the expiration of a ten (10) year term, and awards issued thereunder shall expire as provided in the award agreements with respect thereto.
All stock options are granted with an exercise price per share that is no less than the fair market value of our Class A common stock on the date of grant of such award. Stock option awards generally vest over a four-year period and may be subject to acceleration of vesting and exercisability under certain termination and change in control events. RSUs generally vest over a four-year period, with 25% vesting on the one-year anniversary of the grant date, and the remainder vesting in equal annual installments thereafter so that the RSUs vest in full on the four-year anniversary of the grant date. At times, the board of directors may approve exceptions to our standard RSU vesting terms. Any unvested shares will generally be forfeited upon termination of services. The fair value of an RSU is equal to the fair market value price of our Class A common stock on the date of grant. Annual grants to our executive officers are comprised of a mix of two-thirds stock options and one-third RSUs. See “Executive and Director Compensation - Outstanding Equity Awards at Fiscal Year-End.” All share amounts and exercise prices have been adjusted to reflect a 1-for-10 reverse stock split effected February 28, 2024.
Agreements with Named Executive Officers and Potential Payments Upon Termination of Employment or Change in Control
Each of our named executive officers has entered into an agreement setting forth the terms of their employment with us, the material terms of which are described below. For a discussion of the severance pay and other benefits to be provided in connection with a termination of employment and/or a change in control under the arrangements with our named executive officers, please see the descriptions below that summarize the potential payments provided for in their respective employment agreements.
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Robert J. Hariri, M.D., Ph.D.
We entered into an employment agreement with Dr. Hariri effective upon the July 2021 closing of the business combination, setting forth the terms of Dr. Hariri’s employment as our Chief Executive Officer. The employment agreement incorporates our Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement, which Dr. Hariri signed in connection with the employment agreement.
Pursuant to the employment agreement, Dr. Hariri is entitled to an initial annual base salary of $1,200,000. Dr. Hariri’s employment agreement also provides for an annual target bonus of up to 75% of his base salary. Receipt of an annual bonus is subject to the achievement of individual and Company-wide annual performance goals, as established by the board of directors, or a committee thereof. Dr. Hariri’s employment agreement provides that he is eligible to participate in our standard benefit plans maintained for the benefit of our similarly situated employees.
Effective January 25, 2023, in order to temporarily reduce operating expenses, Dr. Hariri agreed to temporarily decrease the portion of his base salary payable to him to $35,568 per year and to defer the remaining salary until December 31, 2023. As of December 31, 2023, $1.088 million was deferred. In January 2024, the compensation committee of our board of directors approved a cash bonus program, or bonus program, effective February 16, 2024, pursuant to which Dr. Hariri will be paid the $1.088 million if we raise additional cash through offerings of equity securities with aggregate net proceeds equal to or greater than $21.0 million at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A common stock and PIPE Warrant purchased by Dragasac Limited in January 2024. Accordingly, we entered into a second amendment to Dr. Hariri’s employment agreement implementing the 85% base salary reduction effective as of February 16, 2024 and documenting the bonus program described above and Dr. Hariri’s waiver of his right to the deferred portion of his 2023 base salary. As a result of the reduction, Dr. Hariri’s annual rate of base salary for the 2024 year was $180,000. Dr. Hariri’s base salary was increased to the rate in effect prior to the reduction, or $1.2 million, effective as of January 1, 2025.
Under Dr. Hariri’s employment agreement, if he resigns for “good reason” or we terminate Dr. Hariri’s employment without “cause” (each as defined in the employment agreement, and excluding a termination on account of Dr. Hariri’s death or disability), and if such termination or resignation is not in connection with a “change in control” (as defined in the 2021 Plan), then Dr. Hariri will be eligible to receive (i) continued payment of his base salary for 24 months following the termination (less applicable tax withholdings), (ii) COBRA premium coverage for up to 18 months, (iii) a prorated portion of his target bonus for the year of termination paid in a lump sum, and (iv) 24 months of accelerated vesting of Dr. Hariri’s unvested time-based equity awards. As a condition to receiving the foregoing severance benefits, Dr. Hariri must sign and not revoke a general release contained in a separation agreement in the form presented by us, return all Company property and confidential information in his possession, comply with his post-termination obligations, and resign from any positions held with us.
Under Dr. Hariri’s employment agreement, if he resigns for “good reason” or we terminate Dr. Hariri’s employment without “cause” (excluding a termination on account of Dr. Hariri’s death or disability), and if such termination or resignation occurs within three months prior to or within 12 months following the effective date of a “change in control”, then Dr. Hariri will be eligible to receive (i) continued payment of his base salary for 36 months following the termination (less applicable tax withholdings), (ii) COBRA premium coverage for up to 18 months, (iii) 100% of his target bonus for the calendar year of termination paid in a lump sum, and (iv) full acceleration of the vesting of Dr. Hariri’s unvested equity awards. As a condition to receiving the foregoing severance benefits, Dr. Hariri must sign and not revoke a general release contained in a separation agreement in the form presented by us, return all Company property and confidential information in his possession, comply with his post-termination obligations, and resign from any positions held with us.
Under Dr. Hariri’s employment agreement, if payments and benefits payable to Dr. Hariri in connection with a change in control would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits shall be reduced to equal either (A) an amount determined by us in good faith to be the maximum amount that may be provided to Dr. Hariri so that the Section 4999 excise tax does not apply, or (B) the largest portion of the payments after taking into account all applicable taxes, whichever results in Dr. Hariri receiving the greater economic benefit on an after-tax basis notwithstanding that some or all of the payment or benefit may be subject to excise tax.
Under Dr. Hariri’s employment agreement, if Dr. Hariri is terminated on account of his death or “disability” (as defined in the employment agreement), then Dr. Hariri (or his legal representatives, in the event of his death) will be eligible to receive a prorated bonus for the year of termination paid in a lump sum. As a condition to receiving the foregoing payment, Dr. Hariri (or his legal representatives, in the event of his death) must sign and not revoke a general release contained in a separation agreement in the form presented by us.
John Haines
We entered into an employment agreement effective upon the July 2021 closing of the business combination, setting forth the terms of Mr. Haines’ employment as our Chief Operating Officer, which was amended and restated in its entirety effective as of April 1, 2022 and further amended in February 2024 and effective January 15, 2026. Such amended and restated employment agreement, as amended, was applicable to Mr. Haines’ former role as our Chief Administrative Officer. The employment agreement incorporates our Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement, which Mr. Haines signed in connection with the employment agreement.
On April 9, 2026, we elected to terminate Mr. Haines’ employment without cause. We entered into a separation agreement and release with Mr. Haines on May 1, 2026, and his employment ended on May 8, 2026.
Pursuant to the employment agreement, Mr. Haines was entitled to an initial annual base salary of $445,000 (which was increased to $500,000 in October 2022 in connection with his promotion to Chief Administrative Officer). Mr. Haines’ employment agreement also provided for an initial annual target bonus of up to 40% (increased to 50% in October 2022) of his base salary. Receipt of an annual bonus is subject to the achievement of individual and Company-wide annual performance goals, as established by our board of directors or a committee thereof. Mr. Haines’ employment agreement provides that he is eligible to participate in our standard benefit plans maintained for the benefit of our similarly situated employees. Effective February 16, 2024, in order to comply with the Securities Purchase Agreement dated January 12, 2024 with Dragasac Limited, we entered into an amendment to the employment agreement with Mr. Haines, whereby Mr. Haines agreed to decrease his base salary to $425,000 per year through December 31, 2024. Effective as of January 1, 2025, Mr. Haines’ base salary returned to the prior annual rate of $500,000.
Under Mr. Haines’ employment agreement as in effect on December 31, 2025, if he resigned for “good reason” or we terminated Mr. Haines’ employment without “cause” (each as defined in the employment agreement, and excluding a termination on account of Mr. Haines’ death or disability), and if such termination or resignation is not in connection with a “change in control” (as defined in the 2021 Plan), then Mr. Haines would be eligible to receive (i) continued payment of his base salary for 12 months following the termination (less applicable tax withholdings), (ii) COBRA premium coverage for up to 12 months, (iii) a prorated bonus for the year of termination paid in a lump sum, and (iv) 12 months of accelerated vesting of Mr. Haines’ unvested time-based equity awards. As a condition to receiving the foregoing severance benefits, Mr. Haines must sign and not revoke a general release contained in a separation agreement in the form presented by us, return all Company property and confidential information in his possession, comply with his post-termination obligations, and resign from any positions held with us.
Under Mr. Haines’ employment agreement as in effect on December 31, 2025, if he resigned for “good reason” or we terminated Mr. Haines’ employment without “cause”, and if such termination or resignation occurs within three months prior to or within 12 months following the effective date of a “change in control”, then Mr. Haines would be eligible to receive (i) continued payment of his base salary for 12 months following the termination (less applicable tax withholdings), (ii) COBRA premium coverage for up to 12 months, (iii) 100% of his target bonus for the calendar year of termination paid in a lump sum, and (iv) full acceleration of the vesting of Mr. Haines’ unvested equity awards. As a condition to receiving the foregoing severance benefits, Mr. Haines must sign and not revoke a general release contained in a separation agreement in the form presented by us, return all Company property and confidential information in his possession, comply with his post-termination obligations, and resign from any positions held with us.
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Under Mr. Haines’ employment agreement as in effect on December 31, 2025, if payments and benefits payable to Mr. Haines in connection with a change in control would be subject to the excise tax imposed by Section 4999 of the Code, then such payments and benefits would be reduced to equal either (A) an amount determined by us in good faith to be the maximum amount that may be provided to Mr. Haines so that the Section 4999 excise tax does not apply, or (B) the largest portion of the payments after taking into account all applicable taxes, whichever results in Mr. Haines receiving the greater economic benefit on an after-tax basis notwithstanding that some or all of the payment or benefit may be subject to excise tax.
Under Mr. Haines’ employment agreement as in effect on December 31, 2025, if Mr. Haines is terminated on account of his death or “disability” (as defined in the employment agreement), then Mr. Haines (or his legal representatives, in the event of his death) will be eligible to receive his prorated target bonus for the year of termination paid in a lump sum. As a condition to receiving the foregoing payment, Mr. Haines (or his legal representatives, in the event of his death) must sign and not revoke a general release contained in a separation agreement in the form presented by us.
On May 1, 2026, we executed an amendment to Mr. Haines’ employment agreement effective January 15, 2026. The amendment increased salary continuation for qualifying terminations, both outside and in connection with a change in control, to 24 months and health-premium coverage to up to 18 months, subject to applicable eligibility and termination conditions. It also increased accelerated vesting for time-based awards upon a qualifying non-change-in-control termination to the portion that would have vested during the following 24 months.
Under his May 1, 2026 separation agreement, Mr. Haines is entitled to 24 months of base salary continuation beginning on May 8, 2026, health-premium coverage for up to 24 months subject to continued eligibility and earlier cessation upon substantially equivalent coverage through new employment, and a prorated 2026 target bonus payable no later than March 15, 2027. Time-based equity awards scheduled to vest within 24 months following separation accelerate as of separation. Vested options may be exercised for the longer of the period otherwise permitted under the applicable plan or award agreement and 24 months following separation, without extending an award beyond the tenth anniversary of its grant. These benefits are subject to the agreement’s release and other conditions.
The separation agreement also provides for acceleration of amounts owed upon a bankruptcy event, reimbursement of qualifying enforcement-related legal fees if Mr. Haines substantially prevails, and indemnification for specified additional taxes, penalties, interest and related professional fees arising from payments or benefits under the agreement, subject to its terms.
Stephen A. Brigido
We entered into an amended and restated employment agreement with Dr. Brigido effective April 1, 2022, providing an initial $425,000 base salary and an annual target bonus of up to 45% of base salary, subject to performance goals. The agreement permits subsequent salary adjustments. His annual base salary before departure was $500,000.
A February 16, 2024 amendment reduced his payable annual base to $361,250 through December 31, 2024 and restored $425,000 effective January 1, 2025. The temporary reduction did not constitute good reason, and qualifying severance remained based on the unreduced rate.
Outside a change in control, termination without cause or resignation for good reason provides 12 months of salary continuation, up to 12 months of COBRA premiums, a prorated bonus and 12 months of accelerated time-based equity vesting. Within three months before or 12 months after a change in control, qualifying termination instead provides 12 months of salary continuation, up to 12 months of COBRA premiums, the full target bonus and full equity acceleration. Benefits are subject to release and other contractual conditions. Death or disability provides a prorated target bonus subject to a release.
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Dr. Brigido resigned effective April 15, 2026 in connection with the NexGel transition. He did not enter into a separation agreement and received no severance, transaction-related payments or special equity treatment in connection with his departure.
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information with respect to outstanding equity awards for each of our named executive officers as of December 31, 2025. The table reflects both vested and unvested options and unvested stock awards.
| Option Awards | Stock Awards | ||||||||||||||||||||||||||
Named Executive Officer | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) (1) | Market Value of Shares or Units of Stock That Have Not Vested ($) (3) | ||||||||||||||||||||
| Robert J. Hariri, M.D., Ph.D. | 2/20/2018 | 23,029 | - | $ | 28.70 | 2/20/2028 | - | - | |||||||||||||||||||
| 12/3/2018 | 17,468 | - | $ | 38.80 | 12/3/2028 | - | - | ||||||||||||||||||||
| 2/6/2020 | 38,430 | - | $ | 37.00 | 2/6/2030 | - | - | ||||||||||||||||||||
| 4/6/2021 | 192,149 | - | $ | 102.10 | 4/6/2031 | - | - | ||||||||||||||||||||
| 9/9/2021 | 269,008 | - | $ | 102.30 | 9/9/2031 | - | - | ||||||||||||||||||||
| 4/13/2022 | 35,273 | 3,207 | $ | 101.60 | 4/13/2032 | - | - | ||||||||||||||||||||
| 4/13/2022(1) | - | - | $ | - | - | 3,281 | $ | 3,642 | |||||||||||||||||||
| 2/16/2024 | 293,779 | - | $ | 4.34 | 2/16/2034 | - | - | ||||||||||||||||||||
| John Haines | 6/2/2017 | 10,261 | - | $ | 2.80 | 6/2/2027 | - | - | |||||||||||||||||||
| 2/20/2018 | 32,711 | - | $ | 28.70 | 2/20/2028 | - | - | ||||||||||||||||||||
| 12/3/2018 | 6,114 | - | $ | 38.80 | 12/3/2028 | - | - | ||||||||||||||||||||
| 2/6/2020 | 6,114 | - | $ | 37.00 | 2/6/2030 | - | - | ||||||||||||||||||||
| 4/6/2021 | 38,430 | - | $ | 102.10 | 4/6/2031 | - | - | ||||||||||||||||||||
| 9/9/2021 | 38,430 | - | $ | 102.30 | 9/9/2031 | - | - | ||||||||||||||||||||
| 4/13/2022 | 17,636 | 1,604 | $ | 101.60 | 4/13/2032 | - | - | ||||||||||||||||||||
| 4/13/2022(1) | - | - | $ | - | - | 1,641 | $ | 1,822 | |||||||||||||||||||
| 2/17/2023(2) | - | - | $ | - | - | - | $ | - | |||||||||||||||||||
| 2/16/2024 | 21,601 | - | $ | 4.34 | 2/16/2034 | - | - | ||||||||||||||||||||
| Stephen A. Brigido | 2/6/2020 | 17,410 | — | $ | 37.00 | 2/6/2030 | - | $ | - | ||||||||||||||||||
| 4/6/2021 | 7,686 | $ | 102.10 | 4/6/2031 | - | - | |||||||||||||||||||||
| 9/9/2021 | 15,372 | $ | 102.30 | 9/9/2031 | - | - | |||||||||||||||||||||
| 4/13/2022 | 9,620 | 802 | $ | 101.60 | 4/13/2032 | - | - | ||||||||||||||||||||
| 4/13/2022(1) | -3,281 | 821 | $ | - | - | 821 | $ | 911 | |||||||||||||||||||
| 2/17/2023(2) | 20,000 | - | $ | - | - | - | $ | - | |||||||||||||||||||
| 2/16/2024 | 18,361 | - | $ | 4.34 | 2/16/2034 | - | - | ||||||||||||||||||||
| (1) | 25% vest at one year after grant, and the remainder vesting in equal annual installments thereafter so that vested in full on the four-year anniversary of the grant date, and subject to continuous service on each vesting date. |
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| (2) | 50% vest at one year after grant, and the remainder vesting in full on the two-year anniversary of the grant date, and subject to continuous service on each vesting date. |
| (3) | Based on the $1.11 closing price of our Class A common stock on December 31, 2025, the last trading day of 2025. |
Perquisites, Health, Welfare and Retirement Benefits
Our named executive officers, during their employment with us, are eligible to participate in our employee benefit plans, including our medical, dental, group term life, disability and accidental death and dismemberment insurance plans, in each case on the same basis as all of our other employees. In addition, we provide a 401(k) plan to our employees, including our named executive officers, as discussed in the section below entitled “-401(k) Plan.”
We generally do not provide perquisites or personal benefits to our named executive officer, except in limited circumstances. We do, however, pay the premiums for medical, dental, group term life, disability and accidental death and dismemberment insurance for all of our employees, including our named executive officers. The board of directors may elect to adopt qualified or nonqualified benefit plans in the future if we determine that doing so is in our best interests.
401(k) Plan
We maintain a defined contribution employee retirement plan, or 401(k) plan, for our employees. Our executive officers are eligible to participate in the 401(k) plan on the same basis as our other employees. The 401(k) plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Code. The 401(k) plan provides that each participant may contribute up to the lesser of 100% of his or her compensation or the statutory limit, which is $23,500 for 2025 and $23,000 for 2024. Participants that are 50 years or older can also make “catch-up” contributions, which in 2025 and 2024 generally may be up to an additional $7,500 above the statutory limit. For 2025, participants attaining ages 60 through 63 during the year may make catch-up contributions of up to $11,250 if permitted by the plan. We currently make matching contributions into the 401(k) plan on behalf of participants. Participant contributions are held and invested, pursuant to the participant’s instructions, by the plan’s trustee.
Nonqualified Deferred Compensation
We do not maintain nonqualified defined contribution plans or other nonqualified deferred compensation plans. The board of directors may elect to provide our officers and other employees with nonqualified defined contribution or other nonqualified deferred compensation benefits in the future if we determine that doing so is in our best interests.
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Compensation Risk Assessment
Our board of directors is responsible for the oversight of our risk profile, including compensation-related risks. Our compensation committee monitors our compensation policies and practices as applied to our employees to ensure that these policies and practices do not encourage excessive and unnecessary risk-taking. Our management, together with the compensation committee, reviews our compensation programs, including our executive compensation program, to determine if such programs create risks that are likely to have a material adverse effect on our Company. We believe that although a portion of the compensation provided to our executive officers and other employees is performance-based, our executive compensation program does not encourage excessive or unnecessary risk taking. Our compensation programs are designed to encourage our executive officers and other employees to remain focused on both short-term and long-term strategic goals, in particular in connection with our pay-for-performance compensation philosophy. As a result, we do not believe that our compensation programs are reasonably likely to have a material adverse effect on us.
Director Compensation
Our non-employee director compensation policy sets forth the terms upon which non-employee directors are compensated for service on our board and its committees. Non-employee directors receive cash compensation for board and committee service, equity awards, and reimbursement for reasonable and necessary out-of-pocket expenses incurred in connection with attending board and committee meetings or performing other services in their capacities as directors.
Under the terms of the policy historically in effect, each non-employee director received an annual cash retainer of $45,000. Members of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee received additional annual cash retainers of $10,000, $8,000 and $5,000, respectively, while the chairs of those committees received additional annual cash retainers of $20,000, $16,000 and $10,000, respectively.
Historically, each continuing non-employee director also received an annual equity award valued at $300,000, divided equally between options and RSUs, and an initial option award valued at $300,000 upon joining the board, vesting over three years. At the 2024 annual meeting, each non-employee director received options to acquire 84,746 shares and 67,416 RSUs. In 2025, no director cash compensation was paid. The cash equivalent was paid in equity through RSU awards issued on November 19, 2025. The grant-date fair values were $79,500.98 for Dr. Diamandis, $6,251.31 for Mr. LeVien, $75,000.51 for Dr. Ling and $104,000.91 for Ms. Parks, rounded to the nearest dollar in the Director Compensation table. On December 29, 2025, Dr. Diamandis, Ms. Parks, Dr. Ling and Mr. LeVien each received 125,000 RSUs and options to purchase 156,250 shares at an exercise price of $1.20 per share. Form 4s filed in January 2026 reported additional RSU grants to directors on January 12, 2026: 20,385 to Dr. Diamandis, 30,000 to Ms. Parks, 28,847 to Mr. LeVien and 19,231 to Dr. Ling. These 2026 grants are not included in the 2025 Director Compensation table.
In January 2026, the Company entered into a settlement agreement that requires the Company to implement certain reforms to its non-employee director compensation practices beginning in 2026. Although the Compensation Committee has not yet formally amended the written non-employee director compensation policy to incorporate these reforms, the applicable compensation limits are in place. Accordingly, total compensation, including cash and equity compensation, paid to any non-employee director in a fiscal year may not exceed $150,000 if the Company’s market capitalization is $100 million or less, $250,000 if the Company’s market capitalization is greater than $100 million but less than $1 billion, and $350,000 if the Company’s market capitalization is $1 billion or greater. Newly appointed non-employee directors may not receive more than twice the amount paid to continuing non-employee directors in the applicable year. The reforms also contemplate that initial and annual equity awards will be stated solely in terms of value and calculated at the time of grant.
The settlement agreement further requires the Compensation Committee to retain a compensation consultant annually to analyze non-employee director compensation at peer companies and review the Company’s peer group. The consultant is expected to provide a written report and recommendations regarding the peer group and compensation levels, and the Committee’s review is to be reflected in its minutes. The Company intends to describe these matters in its annual proxy statements.
Dr. Hariri does not receive additional compensation for his services as a director.
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The following table provides the compensation earned by our non-employee directors in 2025. No director fees were paid in cash; applicable fees were settled in RSUs.
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards ($)(1) | All Other Compensation ($) | Total ($) | |||||||||||||||
| Peter H. Diamandis, M.D. | - | 229,501 | 181,250 | - | 410,751 | |||||||||||||||
| Richard J. Berman(2) | - | - | - | - | - | |||||||||||||||
| Dean C. Kehler(3) | - | - | - | - | - | |||||||||||||||
| Vincent LeVien(4) | - | 156,251 | 181,250 | - | 337,501 | |||||||||||||||
| Geoffrey Ling, M.D. | - | 225,001 | 181,250 | - | 406,251 | |||||||||||||||
| Diane Parks | - | 254,001 | 181,250 | - | 435,251 | |||||||||||||||
| (1) | Amounts reported represent the aggregate grant-date fair value of equity awards granted to non-employee directors during 2025, computed under FASB ASC Topic 718. Assumptions are described in Note 14 to the consolidated financial statements in the 2025 Form 10-K. These amounts may differ from the value ultimately realized. |
| (2) | Mr. Berman joined our board on August 27, 2024 and passed away in February 2025. His 2025 compensation reflects his period of service during 2025. |
| (3) | Mr. Kehler resigned from our board of directors and all committees thereof, effective May 14, 2025. |
| (4) | Mr. LeVien joined our board of directors in June 2025. |
The table below shows the aggregate numbers of option awards (exercisable and unexercisable) and unvested stock awards held as of December 31, 2025 by each non-employee director who was serving as a member of our board of directors as of December 31, 2025 and who is currently serving as a member of the board of directors.
| Name | Stock Awards | Option Awards | ||||||
| Peter H. Diamandis, M.D. | 125,000 | 572,709 | ||||||
| Diane Parks | 125,000 | 278,430 | ||||||
Company Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
The Compensation Committee last granted a stock option in February 2024. The Company does not grant stock options or similar awards to Section 16 Insiders, most SVPs, and other Vice Presidents and above who directly report to the CEO in anticipation of the release of material nonpublic information that is likely to result in changes to the price of the Company’s stock, such as a significant positive or negative earnings announcement, or time the public release of such information based on stock option grant dates. In addition, the Company does not grant stock options or similar awards during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Current Report on Form 8-K that discloses material nonpublic information. These restrictions do not apply to RSUs or other types of equity awards that do not include an exercise price related to the market price of the Company’s stock on the date of grant. The Company also grants stock options to eligible new hires on the first day of the month following the employee start date.
The Company’s executive officers would not be permitted to choose the grant date for any stock option grants.
During fiscal 2025, the Company did not grant equity awards to any of its named executive officers, and the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The following table sets forth information regarding the beneficial ownership of shares of Class A common stock as of September 30, 2026 by:
| ● | each person known by us to be the beneficial owner of more than 5% of our Class A common stock; |
| ● | each of our named executive officers; |
| ● | each of our directors; and |
| ● | all of our current executive officers and directors as a group. |
Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Shares of Class A common stock that may be acquired by an individual or group within 60 days of September 30, 2026, pursuant to the exercise of options or warrants, vesting of Class A common stock, vesting of restricted stock units or conversion of convertible debt, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person shown in the table. Percentage of ownership is based on 32,449,891 shares of Class A common stock issued and outstanding as of September 30, 2026. Amounts for holders whose latest filing predates September 30, 2026 reflect the most recent reported amounts located and are subject to confirmation of any subsequent activity.
This table is based upon information supplied by officers, directors and principal stockholders and a review of Schedules 13G or 13D filed with the SEC. Except as indicated by the footnotes below, we believe, based on information furnished to us, that each of the stockholders listed has sole voting and investment power with respect to the shares beneficially owned by the stockholder unless noted otherwise, subject to community property laws where applicable.
| Name and Address of Beneficial Owner(1) | Number of Shares of Class A Common Stock Beneficially Owned | Percentage of Outstanding Shares of Class A Common Stock Beneficially Owned | ||||||
| 5% or Greater Stockholders: | ||||||||
| Tan Sri Lim Kok Thay(2) | 14,138,161 | 35.1 | % | |||||
| Dragasac Limited(3) | 6,335,630 | 19.5 | % | |||||
| Resorts World Inc Pte Ltd (4) | 4,100,000 | 11.2 | % | |||||
| Starr International Investments Ltd.(5) | 1,653,139 | 5.1 | % | |||||
| Philip & Daniele Barach Family Trust(6) | 11,940,187 | 29.0 | % | |||||
| Directors and Named Executive Officers: | ||||||||
| Robert J. Hariri, M.D., Ph.D.(7) | 3,932,356 | 11.7 | % | |||||
| John M. Sprague | — | — | % | |||||
| Steven N. Gordon, Esq. | — | — | % | |||||
| K. Harold Fletcher, Esq.(8) | 101,505 | * | % | |||||
| Peter Diamandis, M.D.(9) | 685,609 | 2.1 | % | |||||
| Philip A. Barach(6) | 11,940,187 | 29.0 | % | |||||
| Diane Parks(10) | 517,201 | 1.6 | % | |||||
| Stephen A. Brigido(11) | 9,474 | * | % | |||||
| John R. Haines(12) | 219,463 | * | % | |||||
| All Directors and Executive Officers as a Group (7 Individuals) (13) | 17,176,858 | 40.1 | % | |||||
| * | Less than 1%. |
| (1) | Unless otherwise noted, the business address of each of the executive officers and directors is c/o Celularity Inc., 170 Park Avenue, Florham Park, NJ 07932. |
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| (2) | Consists of 6,335,630 shares held by Dragasac Limited, 4,100,000 shares issuable upon exercise of warrants held by Resorts World Inc. Pte. Ltd., 3,700,000 shares issuable upon exercise of a warrant held by Mr. Lim (subject to the applicable CFIUS qualification), and 2,531 shares held directly by Mr. Lim, as reported in the Schedule 13D/A filed July 25, 2025. |
| (3) | Consists of 6,335,630 shares of Class A common stock held by Dragasac Limited, as reported in the Schedule 13D/A filed July 25, 2025. Dragasac Limited is an indirect subsidiary of Genting Berhad; Mr. Lim may be deemed to beneficially own these shares through his relationship with Genting Berhad. |
| (4) | Consists of 4,100,000 shares issuable upon exercise of warrants held by Resorts World Inc. Pte. Ltd., including the warrant issued in July 2025, as reported in the Schedule 13D/A filed July 25, 2025. |
| (5) | Consists of 1,528,139 shares of Class A common stock and 125,000 shares issuable upon exercise of warrants, based on the Company’s May 21, 2025 Form 10-K/A. The latest Starr Schedule 13G/A located was filed February 13, 2023, before the reverse stock split. |
| (6) | Consists of 11,940,187 shares reported on the cover page of the Schedule 13D/A filed September 28, 2026. Item 5(a) of that filing reports a different total of 9,491,270 shares (24.5%). Philip A. Barach is a trustee of the Trust and was appointed to the Board on September 24, 2026. |
| (7) | Consists of 2,854,735 shares held directly, 869,136 options and 208,485 warrants. The direct share amount is from the Company’s September 30, 2026 cap table, whose supporting transaction note spans September 29 through October 3. |
| (8) | Consists of 61,382 shares held directly and 40,123 shares acquirable upon exercise of options, based on ownership information provided for this filing. |
| (9) | Consists of 269,150 shares held directly and 416,459 options exercisable or releasable within 60 days. This amount excludes the 125,000 RSUs and 156,250 options granted on December 29, 2025; those awards are shown in the year-end director equity table. |
| (10) | Consists of 395,021 shares held directly and 122,180 options exercisable or releasable within 60 days. This amount excludes the 125,000 RSUs and 156,250 options granted on December 29, 2025; those awards are shown in the year-end director equity table. |
| (11) | Consists of 9,474 shares held directly, the most recent public ownership amount located after vesting and tax withholding associated with the April 2022 RSU award. Dr. Brigido’s employment ended April 15, 2026. |
| (12) | Consists of 219,463 shares and share rights reflected in Company equity records as of December 31, 2025. Mr. Haines’ employment ended May 8, 2026. |
| (13) | Consists of 17,176,858 shares and share rights beneficially owned by the seven persons identified as current directors and executive officers as of September 30, 2026. The percentage is based on 32,449,891 shares outstanding plus shares acquirable within 60 days by group members, including securities attributed to the Barach Family Trust. |
Equity Compensation Plan Information (Information as of December 31, 2025)
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights(A) | Weighted-Average Exercise Price of Outstanding Options and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column(A)) | |||||||||
| Equity compensation plans approved by security holders.1 | 4,687,942 | 2 | $ | 26.05 | 3 | 178,154 | 4 | |||||
| 1 | The equity compensation plans approved by stockholders consist of the 2017 Plan, the 2021 Plan and the Celularity Inc. 2021 Employee Stock Purchase Plan, or the ESPP. |
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| 2 | Includes 701,182 shares subject to restricted stock units and market condition stock units, each representing a right to receive one share of Class A common stock upon satisfaction of the applicable vesting conditions. |
| 3 | The weighted-average exercise price relates to stock options and excludes restricted stock units and market condition stock units, which do not require an exercise payment. |
| 4 | As of December 31, 2025, 178,154 shares remained available for future grants under the 2021 Plan and — shares remained available under the ESPP. On January 1, 2026, 1,153,511 shares were added to the 2021 Plan under its annual evergreen provision. |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The following is a summary of transactions for the years ended December 31, 2025 and 2024, to which we have been a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described under “Executive and Director Compensation”.
Sponsor Vesting Agreement
In connection with the closing of the business combination, GX Sponsor LLC the sponsor of our Company prior to consummation of the business combination, distributed to its members 708,750 shares of Class A common stock, and 700,000 warrants.
Following the distribution, the sponsor and each member of sponsor that received such shares in the distribution entered into vesting agreements pursuant to which 25% of the shares received by each such holder became subject to a restriction on transfer, with such shares being released from this transfer restriction on the first day that the volume weighted average price of the Class A common stock on Nasdaq is at or above $120.00 for 20 trading days over a 30 consecutive trading day period. On January 12, 2024, we entered into a securities purchase agreement with an existing investor, Dragasac Limited, which triggered the release of the restriction from these shares. See Note 13, “Equity” to our consolidated financial statements included elsewhere in this annual report for information about the January 12, 2024 security purchase agreement with Dragasac. Any such shares that do not vest by July 15, 2031 will be forfeited.
Each member of sponsor that received shares in the distribution also entered into a lock-up agreement that expired in July 2022.
Related Party Financings
Short-Term Debt - Related Parties (Senior Secured Bridge Loans)
C.V. Starr & Co., Inc
On March 17, 2023, we entered into a bridge loan agreement with C.V. Starr & Co., Inc., a beneficial owner of more than 5% of our common stock, for an aggregate principal amount of $5.0 million, net of an original issue discount of $0.1 million. The bridge loan bears interest at a rate equal to 12.0% per year or 15.0% in the event of default, with the first year of interest being paid in kind on the last day of each month, and matures on March 17, 2025. In addition, we issued C.V. Starr a 5-year warrant to acquire up to an aggregate 75,000 shares of our Class A common stock at an exercise price of $7.10 per share. In June 2023, we granted C.V. Starr additional warrants to acquire up to an aggregate 50,000 shares of our Class A common stock at an exercise price of $8.10 per share.
Under the terms of the Starr bridge loan, we agreed to customary negative covenants restricting our ability to repay indebtedness, pay dividends to stockholders, repay or incur other indebtedness other than as permitted, grant or suffer to exist a security interest in any of our assets, other than as permitted, or hold cash and cash equivalents less than $3.0 million for more than five consecutive business days. During the third quarter of 2023, our cash and cash equivalents fell below the $3.0 million minimum liquidity covenant, which per the terms of the loan agreement caused an event of default. Therefore, we reclassified the loan as a current liability reflected within short-term debt - related parties on the consolidated balance sheets as of December 31, 2023. In addition to negative covenants, the Starr bridge loan includes customary events of default and we granted C.V. Starr a senior security interest in all of our assets, pari passu with RWI.
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On January 12, 2024, we entered into an amendment, which terminated the minimum $3.0 million liquidity covenant requirement. In addition to the negative covenants, the Starr bridge loan includes customary events of default and we granted C.V. Starr a senior security interest in all of our assets, pari passu with RWI.
On March 13, 2024, we and C.V. Starr, entered into a forbearance agreement, with respect to the Starr bridge loan. Under the forbearance agreement, (i) C.V. Starr agreed not to exercise its rights and remedies upon the occurrence of any default under the Starr bridge loan agreement until our obligations in respect of the Yorkville convertible note have been indefeasibly paid in full, (ii) C.V. Starr consented to our incurrence of indebtedness under the Yorkville convertible note, (iii) C.V. Starr consented to cash payments required to be made under the SEPA and the Yorkville convertible note, (iv) we agreed to increase the interest rate on the Starr bridge loan by 100 basis points and (v) we agreed to amend the exercise price of (x) that certain warrant to acquire 75,000 shares of our Class A common stock for $7.10 per share, expiring March 17, 2028, and (y) that certain warrant to acquire 50,000 shares of our Class A common stock for $8.10 per share expiring June 20, 2028, each of which are held by C.V. Starr, such that the exercise price of each such warrant in (x) and (y) is $5.895 per share. In addition, the interest rate of the Starr bridge loan was increased to 13% per annum.
On February 12, 2025, we entered into the Starr Binding Term Sheet with Starr, pursuant to which Starr agreed to, among other things, an extension of the Starr Forbearance Agreement whereby Starr agreed not to exercise its rights and remedies upon the occurrence of any default under the Starr Bridge Loan and whereby the maturity date of the Starr Bridge Loan has been extended to February 15, 2026. Pursuant to the Binding Term Sheet, we agreed to (i) use a portion of the proceeds from our next registered public offering to pay Starr approximately $0.8 million, representing cash interest through January 31, 2025 and (ii) issue to Starr a new five-year warrant to purchase up to 100,000 shares of its Class A common stock. In addition, we agreed to reprice certain outstanding warrants held by Starr.
Resorts World Inc Pte Ltd
On May 16, 2023, we entered into a senior secured bridge loan agreement with RWI providing for an initial loan in the aggregate principal amount of $6.0 million net of an original issue discount of $0.1 million, which bears interest at a rate of 12.5% per year or 15.5% in the event of default, with the first year of interest being paid in kind on the last day of each month, and matured on June 14, 2023. On June 21, 2023, we closed on an amended and restated senior secured bridge loan agreement, which amended and restated the previous senior secured RWI bridge loan agreement, in its entirety. The amended RWI bridge loan provides for an additional loan in the aggregate principal amount of $6.0 million net of an original issue discount of $0.7 million, which bears interest at a rate of 12.5% per year or 15.5% in the event of default, with the first year of interest being paid in kind on the last day of each month, and matures March 17, 2025. The amended RWI bridge loan extended the maturity date of the initial bridge loan to March 17, 2025. In addition, it provides for the issuance of warrants to acquire up to an aggregate of 300,000 shares of our Class A common stock, at an exercise price of $8.10 per share.
Pursuant to the terms of the amended RWI bridge loan, we were required to apply the net proceeds to the trigger payments due to Yorkville pursuant to the PPA. RWI is affiliated with Lim Kok Thay, a former member of our board of directors. In addition, we agreed to customary negative covenants restricting our ability to repay indebtedness, pay dividends to stockholders, repay or incur other indebtedness other than as permitted, grant or suffer to exist a security interest in any of our assets, other than as permitted, or hold cash and cash equivalents less than $3.0 million for more than five consecutive business days, and customary events of default. We granted RWI a senior security interest in all of our assets, pari passu with C.V. Starr pursuant to the Starr bridge loan. We also signed a forbearance agreement on September 14, 2023, whereby RWI agreed to forbear any action under the terms of the initial RWI bridge loan in relation to the minimum $3.0 million liquidity covenant and with respect to any potential default in relation to our outstanding debt owed to Yorkville until December 31, 2023. However, because we were not in compliance with the minimum liquidity covenant at December 31, 2023, we reclassified the loan as a current liability reflected within short-term debt - related parties on the consolidated balance sheets as of December 31, 2023.
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On January 12, 2024, we entered into a second amended and restated senior secured loan agreement, to amend and restate the previously announced senior secured loan agreement with RWI dated as of May 16, 2023, as amended on June 20, 2023, in its entirety. The second amended bridge loan provided for an additional loan in the aggregate principal amount of $15.0 million net of an original issue discount of $3.75 million, which bears interest at a rate of 12.5% per year, with the first year of interest being paid in kind on the last day of each month, and matures July 16, 2025. In addition, the RWI second amended bridge loan provides for the issuance of a 5-year immediately exercisable warrant to acquire up to 1,650,000 shares of our Class A common stock, or the Tranche 1 warrant, and a warrant to acquire up to 1,350,000 shares of our Class A common stock, which only became exercisable upon the later of (x) stockholder approval for Nasdaq purposes of its exercise price, (y) CFIUS clearance and (z) six months from issuance date, or the Tranche 2 warrant, and will expire 5 years after it becomes exercisable (e.g., July 17, 2029). The Tranche 1 warrant and Tranche 2 warrant were each issued at closing of the loan on January 16, 2024. The Tranche 1 warrant has an exercise price of $2.4898 per share, and the Tranche 2 warrant has an exercise price equal to $2.988, which was the “Minimum Price” (as determined pursuant to Nasdaq 5635(d)) on July 15, 2024, the date it became exercisable.
Pursuant to the terms of the RWI second amended bridge loan, we were required to apply the proceeds of the additional loan (i) to the payment in full of all outstanding amounts owed to Yorkville under the PPA, (ii) to the payment of invoices of certain critical vendors, (iii) to the first settlement payment owed to Palantir, and (iv) for working capital and other purposes pre-approved by RWI. We also agreed to customary negative covenants restricting our ability to pay dividends to stockholders, repay or incur other indebtedness other than as permitted, or grant or suffer to exist a security interest in any of our assets, other than as permitted. In addition, we agreed to apply net revenues received through the sale of our products/provision of services in connection with or related to its distribution and manufacturing agreement with Genting Innovation as a prepayment towards the loan.
On March 13, 2024, we entered into a second forbearance agreement with RWI whereby (i) RWI agreed not to exercise its rights and remedies upon the occurrence of any default under the RWI loan agreement until our obligations in respect of the Yorkville convertible note have been indefeasibly paid in full or March 13, 2025, whichever occurs first, (ii) RWI consented to our incurrence of indebtedness under the Yorkville convertible note, (iii) RWI consented to cash payments required to be made under the SEPA and the Yorkville convertible note, (iv) we agreed to increase the interest rate on RWI bridge loan by 100 basis points and (v) we agreed to issue RWI a warrant to acquire up to 300,000 shares of our Class A common stock, which expires June 20, 2028 and has an exercise price of $5.895 per share.
On February 12, 2025, we entered into the RWI Binding Term Sheet with RWI, pursuant to which 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 February 15, 2026. Pursuant to the RWI binding term sheet, we agreed to (i) use a portion of the proceeds from our next registered public offering to pay RWI approximately $1.3 million, representing cash interest through January 31, 2025 and (ii) issue to RWI, on July 24, 2025, a new five-year warrant to purchase up to 500,000 shares of its Class A common stock. In addition, we agreed to reprice certain outstanding warrants held by RWI.
License and Other Agreements
Celgene License, Investment Rights and Contingent Value Rights Agreements
In August 2017, in connection with the Anthrogenesis Corporation acquisition, we entered into a license agreement with Celgene and we issued shares of our Series X Preferred Stock to Celgene as merger consideration and also entered into the CVR Agreement and investment rights agreement with Celgene. Celgene is a holder of more than 5% of our capital stock.
Pursuant to the Celgene license agreement, Celgene has (i) a worldwide, royalty-free, fully-paid up, non-exclusive license, without the right to grant sublicenses (other than to its affiliates), to certain of Anthrogenesis’ intellectual property for preclinical research purposes in all fields and (ii) a worldwide, royalty-free, fully-paid up, non-exclusive, sublicensable license to certain of Anthrogenesis’ intellectual property to develop, manufacture, commercialize and otherwise fully exploit products and services in connection with the construction of any CAR, the modification of any T-cells or NK cells to express such a CAR, and/or the use of such CARs or T-cells or NK cells for any purpose.
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In addition, under the investment rights agreement as amended in March 2021, Celgene has the right to participate in any process in connection with a sale of our Company. In addition, if at any time we cease to be subject to the reporting requirements of the Exchange Act (other than as a result of a change of control or other liquidation event), Celgene’s prior information rights and board observer rights will be reinstated.
Pursuant to the CVR Agreement, Legacy Celularity issued one CVR in respect of each share of its Series X Preferred Stock issued to Celgene in connection with the Anthrogenesis acquisition. On March 4, 2021, the parties entered into Amendment No. 1 to the CVR Agreement reflecting the parties’ agreement to separate the CVRs from the shares of Series X Preferred Stock. Accordingly, in light of the July 2021 consummation of the business combination, the CVRs may be sold, assigned and transferred apart from the shares of Series X Preferred Stock, which converted into Class A common stock at the closing of the business combination.
The CVR Agreement entitles the holders of the CVRs to an aggregate amount, on a per program basis, of $50 million in regulatory milestones and an aggregate $125 million in commercial milestone payments with respect to certain of our investigational therapeutic programs, which would include the current CYNK-001, CYNK-101, and PDA-002 pipeline candidates and the legacy PDA-001 program (certain placenta-derived adherent cells, proprietary to Anthrogenesis, that are formulated for intravenous delivery, with respect to PDA-001 that is no longer in development. Such payments under the CVR Agreement also expressly cover PNK-007 (which includes certain NK cells proprietary to Anthrogenesis, produced by a process proprietary to Anthrogenesis as of the closing of the Anthrogenesis transaction) and certain PNK-007 cells with a genetic modification (but not including NK cells with a chimeric receptor, including a CAR), along with any derivatives, parts, subparts, or progeny of any of the foregoing, or any therapeutic based or derived (in whole or in part) on certain related development programs as they existed as of the closing of the Anthrogenesis transaction. Accordingly, as we expand our NK cell type franchise into new indications and, as a general matter, because these payments are not payable until a later stage of development, we expect to continue to evaluate its present and future therapeutic candidates as they develop and evolve in light of the specific terms in the CVR Agreement to determine the specific products on which such amounts will be payable. In addition, with respect to each such program and calendar year, the CVR holders will be entitled to receive a royalty equal to a mid-teen percentage of the annual net sales for such program’s therapeutics from the date of the first commercial sale of such program’s therapeutic in a particular country until the latest to occur of the expiration of the last to expire of any valid patent claim covering such program therapeutic in such country, the expiration of marketing exclusivity with respect to such therapeutic in such country, and August 2027 (i.e., the tenth anniversary of the closing of the acquisition of Anthrogenesis).
Consulting Agreements
Effective August 31, 2022, Dr. Pecora resigned as our President, and subsequently entered into a consulting agreement dated September 21, 2022, to receive a $10,000 monthly fee for an initial six-month term, which agreement will be automatically renewed for one additional six-month term if either party does not provide notice of non-renewal. Simultaneously, we entered into a new Scientific Advisory Board Agreement, effective as of September 1, 2022, whereby Dr. Pecora agreed to serve as co-chair of our scientific and clinical advisory board for a $10,000 monthly fee and a one-time grant of RSUs having a value of $125,000 on the grant date and will vest equally over four years. The advisory board agreement has a one-year term and may be renewed for successive one-year terms upon mutual agreement of both parties. We paid Dr. Pecora total fees of $80,000 for the year ended December 31, 2022. The consulting agreement was early terminated effective January 14, 2023. As of August 8, 2024, Dr. Pecora no longer serves on the Company’s scientific and clinical advisory board.
Advisory Agreement with Robin L. Smith M.D.
In August 2022, we entered into an advisory agreement with Robin L. Smith, M.D., a member of our board of directors, to receive $20,000 per month for advisory fees, an equity grant for a total amount of 105,000 stock options with the initial tranche of 25,000 stock options vesting upon execution of the advisory agreement and the remaining shares subject to vesting upon achievement of certain predefined milestones. On November 1, 2022, the second tranche of 20,000 stock options vested upon achievement of the first milestone. The agreement also provides for a one-time cash bonus of $1.5 million upon the successful achievement of the trigger event, as defined in the agreement. We paid advisory fees of $20,000 and $80,000 for the years ended December 31, 2023 and December 31, 2022, respectively. The advisory agreement expired pursuant to the terms of the agreement on August 16, 2023 and was not renewed for an additional term.
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Philip & Daniele Barach Family Trust
On December 19, 2025, we entered into a Senior Securities Purchase Agreement and a Convertible Note Purchase Agreement with the Philip & Daniele Barach Family Trust (the “Trust”), pursuant to which we issued the Trust a senior secured non-convertible promissory note in the principal amount of $7,000,000 (the “Senior Note”) and a warrant to purchase up to 2,448,917 shares of our Class A common stock, and a senior secured convertible promissory note in the principal amount of $3,000,000 (the “Convertible Note”) and a warrant to purchase up to 1,258,740 shares of our Class A common stock. The Senior Note accrues interest at 4% per annum (increasing to 12% per annum upon an event of default) and matured on April 30, 2026. The Convertible Note accrues interest at 8% per annum, payable in kind, is convertible into shares of our Class A common stock at a conversion price of $1.66 per share, and, pursuant to the Convertible Note Purchase Agreement, the Trust had the right to purchase up to an additional $2,000,000 in aggregate principal amount of additional convertible notes on identical terms. Our obligations under the Senior Note and the Convertible Note were secured by a security interest over substantially all of our assets.
On June 29, 2026, we entered into a Loan Agreement with the Trust, pursuant to which the Trust agreed to make a secured loan to us in the principal amount of $1,000,000. The loan bore interest at 4.0% per annum (increasing to 18.0% per annum upon an event of default at the Trust’s election) and was secured by a first-priority security interest in substantially all of our personal property, subject to customary exclusions and permitted liens. This Loan Agreement constituted a related person transaction under Item 404(a) of Regulation S-K.
On September 23, 2026, we entered into a Securities Purchase Agreement with a group of purchasers, including the Trust, providing for the issuance of up to $25.0 million in aggregate principal amount of senior secured convertible promissory notes together with warrants to purchase shares of our Class A common stock. In connection with the initial closing under this financing on September 24, 2026, we amended and restated the Trust’s existing $3.0 million senior secured convertible promissory note (originally issued December 19, 2025) and its related warrant; the amended and restated note has a conversion price of $1.50 per share, and the amended and restated warrant is exercisable for up to 1,258,740 shares of our Class A common stock at an exercise price of $1.50 per share. A portion of the proceeds from this financing was used to repay amounts outstanding under the Trust’s June 29, 2026 secured loan and to obtain the release of the related security interest.
In connection with this financing, we and the Trust also entered into a Security Agreement (under which Philip Barach serves as collateral agent for the purchasers) and a Board Rights Agreement, pursuant to which Philip A. Barach was appointed to our board of directors effective September 24, 2026.
Employment of an Immediate Family Member
Alexandra Hariri, the daughter of Robert J. Hariri, M.D., Ph.D., our Chairman and Chief Executive Officer, is employed by us as Senior Vice President, Corporate Development. For each of the years ended December 31, 2025 and 2024, Ms. Hariri’s base salary was $265,000 per year, respectively. Ms. Hariri has received and continues to be eligible to receive a bonus, equity awards and benefits on the same general terms and conditions as applicable to unrelated employees in similar positions.
Employment Agreements
We entered into amended and restated employment agreements with each of our executive officers upon the closing of the July 2021 business combination, and have further amended and restated certain of these employment agreements in 2022 (and in 2024 for Dragasac). These agreements superseded the prior change in control severance agreements. See “Executive and Director Compensation - Agreements with Named Executive Officers and Potential Payments Upon Termination of Employment or Change in Control” for a description of the terms of the employment agreements with our named executive officers.
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Stock Options and RSUs Granted to Executive Officers and Directors
We have granted stock options and RSUs to our executive officers and directors, each as more fully described in “Executive and Director Compensation - Outstanding Equity Awards at Fiscal Year-End” and “Executive and Director Compensation - Agreements with Named Executive Officers and Potential Payments Upon Termination of Employment or Change in Control” respectively.
Indemnification Agreements
We have entered into indemnification agreements with each of our directors and executive officers in addition to the indemnification provided for in our bylaws. These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.
Policies and Procedures for Transactions with Related Parties
We have adopted a written related-person transactions policy that sets forth our policies and procedures regarding the identification, review, consideration and oversight of “related-party transactions.” A “related-party transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related party” are participants involving an amount that exceeds the lesser of $120,000 and 1% of the average of our total assets at year-end for the last two completed fiscal years. Transactions involving compensation for services provided to us as an employee, consultant or director will be considered pre-approved related-party transactions by the audit committee under this policy. A related person is any executive officer, director, nominee to become a director or a holder of more than 5% of our common stock, including any of their immediate family members and affiliates, including entities owned or controlled by such persons.
Under the policy, where a transaction has been identified as a related-party transaction, management must present information regarding the proposed related-party transaction to the audit committee (or, where review by the audit committee would be inappropriate, to another independent body of the board of directors) for review. The presentation must include a description of, among other things, all of the parties thereto, the direct and indirect interests of the related parties, the purpose of the transaction, the material facts, the benefits of the transaction to us and whether any alternative transactions are available, an assessment of whether the terms are comparable to the terms available from unrelated third parties and management’s recommendation. To identify related-party transactions in advance, we will rely on information supplied by our executive officers, directors and certain significant stockholders. In considering related-party transactions, our audit committee or another independent body of our board of directors will take into account the relevant available facts and circumstances including, but not limited to:
| ● | the risks, costs and benefits to us; | |
| ● | the impact on a director’s independence in the event the related party is a director, immediate family member of a director or an entity with which a director is affiliated; | |
| ● | the terms of the transaction; | |
| ● | the availability of other sources for comparable services or products; and | |
| ● | the terms available to or from, as the case may be, unrelated third parties. |
In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval.
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Item 14. Principal Accounting Fees and Services.
Our independent public accounting firm is EisnerAmper LLP, Iselin, NJ PCAOB Auditor ID 274. EisnerAmper LLP has served as our independent registered public accounting firm beginning in 2024.
We incurred the following fees from EisnerAmper LLP for the fiscal years ended December 31, 2025, and 2024, for the audit of the consolidated financial statements, and for fees billed for other services provided:
| 2025 | 2024 | |||||||
| Audit Fees(1) | $ | 705,075 | $ | 519,750 | ||||
| Audit Related Fees | — | - | ||||||
| Tax Fees(2) | — | - | ||||||
| All Other Fees | — | - | ||||||
| Total | $ | 705,075 | $ | 519,750 | ||||
| 1. | Includes fees associated with the annual audit of our financial statements, the reviews of our interim financial statements and the issuance of consent and comfort letters in connection with registration statements. | |
| 2. | Includes fees billed for professional services relating to tax compliance, tax planning and tax advice. |
Audit Committee Pre-Approval Policies
The audit committee of our Board is directly responsible for the appointment, retention and termination, and for determining the compensation, of our independent registered public accounting firm. The audit committee pre-approves all auditing services and the terms thereof and non-audit services (other than non-audit services prohibited under Section 10A(g) of the Exchange Act or the applicable rules of the SEC or the PCAOB), except that pre-approval is not required for the provision of non-audit services if the “de minimis” provisions of Section 10A(i)(1)(B) of the Exchange Act are satisfied. The audit committee may delegate to the chairperson of the Audit Committee the authority to grant pre-approvals for audit and non-audit services, provided such approvals are presented to the audit committee at its next scheduled meeting. All services provided by EisnerAmper LLP during fiscal year 2025 were pre-approved by the audit committee in accordance with the pre-approval policy described above.
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PART IV
Item 15. Exhibits, Financial Statement Schedules.
The following documents are filed as part of this report
| (5) Exhibits |
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| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* Filed herewith.
# Indicates a management contract or any compensatory plan, contract or arrangement.
+ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
¥ Certain portions of this exhibit are omitted because they are not material and are the type that the registrant treats as private or confidential.
††† These certifications will not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certification will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act except to the extent specifically incorporated by reference into such filing.
Item 16. Form 10-K Summary
NA
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Celularity Inc. | ||
| Date: October 20, 2026 | By: | /s/ Robert J. Hariri |
| Robert J. Hariri, M.D., Ph.D. | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Robert J. Hariri | Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer) | October 20, 2026 | ||
| Robert J. Hariri, M.D., Ph.D. | ||||
| /s/ John M. Sprague | Chief Financial Officer (Principal Financial and Accounting Officer) | October 20, 2026 | ||
| John M. Sprague | ||||
* |
Director | October 20, 2026 | ||
| Philip A. Barach | ||||
* |
Director | October 20, 2026 | ||
| Peter Diamandis, M.D. | ||||
* |
Director | October 20, 2026 | ||
| Steven N. Gordon, Esq. | ||||
* |
Director | October 20, 2026 | ||
| Diane Parks |
| * | By: | /s/ Robert J. Hariri | |
| Robert J. Hariri, M.D., Ph.D. | |||
| Attorney-in Fact |
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Exhibit 4.2
DESCRIPTION OF SECURITIES
The following is a summary of the material terms of our Class A common stock, which is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This summary does not purport to be a complete description of the rights and preferences of our Class A common stock. Those rights and preferences are governed by the Delaware General Corporation Law, our Second Amended and Restated Certificate of Incorporation, as amended, and our Amended and Restated Bylaws. Our Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock establishes additional preferences and rights applicable to the Series A Convertible Preferred Stock. Copies of these documents have been filed with the SEC as exhibits to this report or prior filings and are incorporated herein by reference. We encourage you to review those documents and the applicable provisions of Delaware law for a complete description of our securities.
Authorized Capital
Our authorized share capital consists of 730,000,000 shares of Class A common stock, $0.0001 par value per share and 10,000,000 shares of preferred stock, $0.0001 par value, all of which shares of preferred stock are undesignated.
Class A Common Stock
Voting Rights
Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of Class A common stock possess all voting power for the election of our directors and all other matters requiring stockholder action. Holders of Class A common stock are entitled to one vote per share on matters to be voted on by stockholders.
Dividends
Holders of Class A common stock will be entitled to receive such dividends, if any, as may be declared from time to time by our board of directors in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on Class A common stock unless the shares of Class A common stock at the time outstanding are treated equally and identically.
Liquidation, Dissolution and Winding Up
In the event of our voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the Class A common stock will be entitled to receive an equal amount per share of all of our assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied.
Preemptive or Other Rights
Our stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to Class A common stock.
Election of Directors
Our board of directors is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term, except with respect to the election of directors at the special meeting held in connection with our initial business combination, Class I directors were elected to an initial one-year term (and three-year terms subsequently), the Class II directors were elected to an initial two-year term (and three-year terms subsequently) and the Class III directors were elected to an initial three-year term (and three-year terms subsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.
Preferred Stock
Our certificate of incorporation provides that shares of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting rights, if any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of Class A common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control or the removal of existing management. There are no shares of preferred stock outstanding.
Series A Convertible Preferred Stock
On October 24, 2025, we filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”), designating 6,000,000 shares of our authorized preferred stock as Series A Convertible Preferred Stock (the “Series A Preferred Stock”). The Certificate of Designation establishes the rights, preferences and limitations of the Series A Preferred Stock described below.
Dividends. Holders of Series A Preferred Stock are entitled to dividends at a rate of 5.0% per annum, calculated on the stated value and payable quarterly. At our election, dividends may be paid in cash or in kind by increasing the stated value of the Series A Preferred Stock. During a Triggering Event, as defined in the Certificate of Designation, the dividend rate increases to 18% per annum.
Voting rights. Except as required by law, holders of Series A Preferred Stock have no voting rights, other than voting rights with respect to amendments or other actions that affect the preferences or rights of the Series A Preferred Stock.
Conversion. At the holder’s option, each share of Series A Preferred Stock is convertible into shares of our Class A common stock at the lower of (i) 110% of the closing price of our Class A common stock on the trading day immediately before the issuance date or (ii) 95% of the lowest closing volume-weighted average price over the seven consecutive trading days immediately before the conversion date. The conversion price may not be less than the floor price, initially $1.60 per share, subject to adjustment as provided in the Certificate of Designation.
Limitations on conversion and issuance. A holder may not convert Series A Preferred Stock to the extent that, after the conversion, the holder and its affiliates would beneficially own more than 4.99% of our outstanding Class A common stock. The holder may increase that limit to no more than 19.99% by written notice, subject to a 61-day waiting period. In addition, unless and until we obtain any stockholder approval required by Nasdaq rules, we may not issue shares of Class A common stock upon conversion of the Series A Preferred Stock or exercise of the related warrants if the aggregate issuance would exceed 19.99% of the shares of Class A common stock outstanding on the Purchase Agreement closing date.
Adjustments. The conversion price is subject to adjustment in specified circumstances, including stock splits, stock dividends and certain subsequent offerings below the then-applicable conversion price, subject to the floor price.
Redemption. We may, at our option and subject to the conditions in the Certificate of Designation, redeem all or part of the outstanding Series A Preferred Stock for 120% of its stated value, plus accrued and unpaid dividends. Upon the closing of an equity or equity-linked financing, holders may require us to redeem, from the financing proceeds, up to 10% of the net proceeds at a price equal to the stated value plus accrued and unpaid dividends.
Liquidation preference. Upon any liquidation, dissolution or winding up of the Company, holders of Series A Preferred Stock are entitled to receive, ahead of holders of Class A common stock and other junior stock, the greater of (i) the stated value plus accrued dividends or (ii) the amount they would have received if the Series A Preferred Stock had been converted into Class A common stock immediately before the event.
The foregoing description is qualified in its entirety by reference to the Certificate of Designation, filed as Exhibit 3.1 to our Current Report on Form 8-K filed October 28, 2025.
Public Warrants
Our public warrants are issued under that certain warrant agreement dated May 20, 2019, by and between us and Continental Stock Transfer & Trust Company, as warrant agent. Pursuant to the warrant agreement, each whole public warrant entitles the registered holder to purchase one whole share of our Class A common stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing after August 15, 2021, which is the later of (a) 30 days after the consummation of our business combination or (b) 12 months from the effective date of the registration statement relating to our initial public offering. The public warrants expired on July 15, 2026, which is five years after completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.
We will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a public warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below with respect to registration. No public warrant will be exercisable and we will not be obligated to issue shares of Class A common stock upon exercise of a public warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the public warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a public warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any public warrant.
We filed a registration statement covering the shares of Class A common stock issuable upon exercise of the public warrants, and such registration statement was declared effective on August 12, 2021. As specified in the warrant agreement, we are obligated to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. During any period when we will have failed to maintain an effective registration statement, warrantholders may exercise public warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not be able to exercise their public warrants on a cashless basis.
Once the public warrants become exercisable, we may call the warrants for redemption:
● in whole and not in part;
● at a price of $0.01 per warrant;
● upon not less than 30 days’ prior written notice of redemption (the “30-day redemption period”) to each warrantholder; and
● if, and only if, the reported last sale price of Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days before we send the notice of redemption to the warrantholders.
If and when the public warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of Class A common stock upon exercise of the public warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification.
We have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption of the public warrants, each warrantholder will be entitled to exercise its public warrants prior to the scheduled redemption date. However, the price of Class A common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.
If we call the public warrants for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their public warrants on a “cashless basis,” our management will consider, among other factors, our cash position, the number of public warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our public warrants. If our management takes advantage of this option, all holders of public warrants would pay the exercise price by surrendering their public warrants for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the public warrants, multiplied by the difference between the exercise price of the public warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of the public warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option to us if we do not need the cash from the exercise of the public warrants. If we call our warrants for redemption and our management does not take advantage of this option, our former sponsor, GX Sponsor LLC, and its permitted transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same formula described above that other warrantholders would have been required to use had all warrantholders been required to exercise their warrants on a cashless basis, as described in more detail below.
A holder of a public warrants may notify us in writing in the event it elects to be subject to a requirement that such holder will not have the right to exercise such public warrants, to the extent that after giving effect to such exercise, such person (together with such person’s affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.
If the number of outstanding shares of Class A common stock is increased by a stock dividend payable in shares of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each public warrant will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for Class A common stock) and (ii) one (1) minus the quotient of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted-average price of Class A common stock as reported during the ten (10) trading day period ending on the trading day prior to the first date on which the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.
In addition, if we, at any time while the public warrants are outstanding and unexpired, pay a dividend or make a distribution in cash, securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other shares of our capital stock into which the public warrants are convertible), other than in certain circumstances as described in the warrant agreement, then the warrant exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities or other assets paid on each share of Class A common stock in respect of such event.
If the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable on exercise of each public warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.
Whenever the number of shares of Class A common stock purchasable upon the exercise of the public warrants is adjusted, as described above, the warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the public warrants immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so purchasable immediately thereafter.
In case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders of the public warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the public warrants and in lieu of the shares of our Class A common stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the public warrants would have received if such holder had exercised their public warrants immediately prior to such event. If less than 70% of the consideration receivable by the holders of Class A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder of the public warrant properly exercises the public warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the public warrant. The purpose of such exercise price reduction is to provide additional value to holders of the public warrants when an extraordinary transaction occurs during the exercise period of the public warrants pursuant to which the holders of the public warrants otherwise do not receive the full potential value of the public warrants in order to determine and realize the option value component of the public warrant. This formula is to compensate the public warrant holder for the loss of the option value portion of the public warrant due to the requirement that the public warrant holder exercise the public warrant within 30 days of the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an instrument is available.
The public warrants have been issued in registered form under the warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which is an exhibit to this registration statement, for a complete description of the terms and conditions applicable to the public warrants. The warrant agreement provides that the terms of the public warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants.
The public warrants may be exercised upon surrender of the public warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of public warrants being exercised. The warrantholders do not have the rights or privileges of holders of Class A common stock and any voting rights until they exercise their public warrants and receive shares of Class A common stock. After the issuance of shares of Class A common stock upon exercise of the public warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.
No fractional shares will be issued upon exercise of the public warrants. If, upon exercise of the public warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number the number of shares of Class A common stock to be issued to the warrantholder.
Anti-Takeover Provisions
Special Meetings of Stockholders
Our bylaws provide that special meetings of our stockholders may be called only by a majority vote of the board of directors, by the Chairperson of the board of directors, or by the chief executive officer.
Advance Notice Requirements for Stockholder Proposals and Director Nominations
Our bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely under our current bylaws and the bylaws, a stockholder’s notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the open of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.
Authorized but Unissued Shares
Our authorized but unissued Class A common stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Class A common stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Exclusive Forum Selection
Our certificate of incorporation provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (subject to certain limited exceptions) shall be the sole and exclusive forum for any of the following claims (i) any derivative claim or cause of action brought on our behalf, (ii) any claim or cause of action asserting a claim of breach of a fiduciary duty owed by any of our director, officer or other employee or our stockholders, (iii) any claim or cause of action against us, our directors, officers or employees arising pursuant to any provision of the Delaware General Corporate Law, or DGCL, our certificate of incorporation or the bylaws, (iv) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the certificate of incorporation or the bylaws, (v) any claim or cause of action as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any claim or cause of action against us or any of our current or former director, officer or other employee governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity holding, owning or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and to have consented to such provisions.
Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law in the types of lawsuits to which they apply, a court may determine that these provisions are unenforceable, and to the extent they are enforceable, the provisions may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Additionally, we cannot be certain that a court will decide that these provisions are either applicable or enforceable, and if a court were to find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.
Our certificate of incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act of 1933, as amended, or the Securities Act, creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, the Proposed Charter provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.
We are subject to provisions of Section 203 of the DGCL regulating corporate takeovers under our certificate of incorporation.
This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:
| ● | a stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested stockholder”); |
| ● | an affiliate of an interested stockholder; or |
| ● | an associate of an interested stockholder, for three years following the date that the stockholder became an interested stockholder. |
A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:
| ● | our board of directors approves the transaction that made the stockholder an “interested stockholder,” prior to the date of the transaction; |
| ● | after the completion of the transaction that resulted in the stockholder becoming an interested stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, other than statutorily excluded shares of common stock; or |
| ● | on or subsequent to the date of the transaction, our initial business combination is approved by our board of directors and authorized at a meeting of our stockholders, and not by written consent, by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.
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 Annual Report on Form 10-K/A 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: October 20, 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 Annual Report on Form 10-K/A 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: October 20, 2026 | By: | /s/ John M. Sprague |
| John M. Sprague | ||
| Chief Financial Officer | ||
| (Principal Financial 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 Annual Report of Celularity Inc. (the “Company”) on Form 10-K/A for the period ending December 31, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 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; 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: October 20, 2026 | By: | /s/ Robert J. Hariri |
|
Robert J. Hariri Chief Executive Officer | ||
| Date: October 20, 2026 | By: | /s/ John M. Sprague |
|
John M. Sprague Chief Financial Officer |
This certification accompanies the Report 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 the Company. under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Report), 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 the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request