Core Viewpoint - NEXGEL, Inc. has announced a significant transaction to license and acquire a portfolio of regenerative biomaterial products from Celularity Inc., which is expected to triple its annual revenue and make the company immediately profitable upon closing [1][2]. Financial Considerations - The transaction includes a $15 million upfront cash payment and potential milestone payments of up to $20 million based on net sales targets related to the portfolio [1][5]. - This deal is anticipated to significantly enhance NEXGEL's revenue base, projecting annual revenue to reach approximately $35 million [1][2]. Product Portfolio - The acquired portfolio consists of six established regenerative biomaterial products focused on tendon repair, skin grafts, and bone growth, all of which have over a decade of clinical use and existing insurance reimbursement pathways [3]. - The transaction is expected to bring an experienced commercial and scientific team to NEXGEL, thereby expanding the company's capabilities in the medical technology sector [3]. Company Background - NEXGEL is a provider of healthcare, beauty, and over-the-counter products, specializing in ultra-gentle, high-water-content hydrogel products for various applications [6]. - The company has been developing and manufacturing electron-beam, cross-linked hydrogels for over two decades and has established brands such as SilverSeal and Hexagels [6].

Core Insights - Celularity Inc. has announced a strategic commercialization partnership with NEXGEL, Inc. to leverage regulatory clarity around placental-derived biomaterials and enhance sales and market share, with the transaction expected to close by April 15, 2026 [1][4] Company Overview - Celularity Inc. focuses on regenerative and cellular medicine, developing therapies from postpartum placenta to target aging and age-related diseases [3] Partnership Details - The partnership allows Celularity to concentrate on contract manufacturing, where it has a proven track record in cost-efficient biomaterial production at a pharmaceutical-grade level [2] - NEXGEL is identified as an ideal partner due to its disciplined approach and ability to drive market growth across various industry verticals [2] Product and Manufacturing - Celularity will exclusively manufacture licensed products at its FDA-compliant facility in Florham Park, New Jersey, supporting scalable production for both commercial products and next-generation therapies [7] - The partnership includes established commercial products like Biovance and potential market disruptors from pipeline programs such as SPARK, FUSE, and ORCHID [7]

Core Insights - The transaction is expected to approximately triple NEXGEL's annual revenue to about $35 million and make the Company immediately profitable upon closing [1][7] - NEXGEL is acquiring a diversified suite of 6 established regenerative biomaterial products, most with existing insurance reimbursement, along with three new product 510(k) filings planned for 2026, 2027, and 2028 [1][2] - An experienced commercial team is expected to join NEXGEL, significantly expanding the Company's sales reach and operational capabilities [1][2] Financial Impact - The transaction represents a significant milestone in NEXGEL's history, expected to triple its revenue base and establish immediate profitability [1][7] - The Company anticipates closing on approximately $14.9 million in additional financing during the first quarter of 2026 or early in the second quarter of 2026 [3] Product Portfolio - The portfolio includes 6 commercial-stage regenerative biomaterial products focused on tendon repair, skin grafts, and bone growth, all within the rapidly growing regenerative biomaterials market [2][7] - These products have over a decade of clinical use and demonstrated clinical utility, providing a stable and diversified revenue foundation [2][7] Strategic Rationale - The acquisition is seen as a transformative moment for NEXGEL, positioning it as a growing force in medical technology with established products and strong reimbursement dynamics [6][8] - The transaction allows for strategic synergies by combining and scaling complementary biomaterials and hydrogel technologies across multiple industry verticals [7][8] Team and Expertise - An accomplished commercial and scientific team is expected to join NEXGEL, significantly enhancing the Company's sales organization and domain expertise in regenerative biomaterials [7][8]

Core Insights - Celularity Inc. has entered into definitive agreements for a strategic commercialization partnership focused on its placental-derived biomaterials portfolio, expected to close by April 15, 2026 [1][2][3] Financial Aspects - The transaction aims to monetize Celularity's commercial biomaterials portfolio, with the company expecting upfront consideration at closing and potential milestone payments totaling up to $35 million, representing non-dilutive capital [3][9] - Celularity will also receive royalties on future net sales of certain development-stage products upon commercialization [3] Manufacturing and Operations - Celularity will act as the exclusive manufacturer of the licensed products at its FDA-compliant facility in Florham Park, New Jersey, creating an ongoing manufacturing revenue stream [4][9] - The company’s vertically integrated manufacturing infrastructure supports scalable, quality-driven production for both commercial-stage products and next-generation placental-derived cellular therapeutics [4] Strategic Focus - Following the transaction, Celularity will sharpen its focus on longevity medicine, concentrating resources on high-value cellular therapeutics targeting the fundamental mechanisms of aging [5][7] - The company plans to expand its commercial and clinical opportunities in jurisdictions that allow investigational use of cellular and biologic technologies, including Florida, Texas, and Arizona [7] Organizational Changes - Personnel associated with the commercial and product development biomaterials activities are expected to transition to the commercial partner, and Celularity will reduce its workforce to lower operating expenses [6] - This organizational realignment is designed to enhance capital efficiency by concentrating investment on high-value clinical and manufacturing initiatives [6]

Core Insights - NexGel expects to nearly triple its annual revenue to approximately $35 million by 2026, marking a significant milestone in the company's history and leading to immediate profitability [3][5] - The transaction includes six commercial-stage regenerative biomaterial products that have demonstrated clinical utility and have established insurance reimbursement pathways, providing a stable revenue base [3][4] - The company plans to file three additional 510(k) applications in 2026, 2027, and 2028, indicating a visible pipeline for future growth [4] Financial Overview - NexGel anticipates closing on about $14.9 million in additional financing in early 2026, following a previously announced financing of approximately $1.8 million [2] - The company's stock price increased by 6.19% to $1.19 during premarket trading, reflecting positive market sentiment regarding the transaction [5] Strategic Developments - The acquisition creates opportunities to scale complementary biomaterials and hydrogel technologies across various sectors, potentially expanding sales [4] - A spin-off of select drug delivery application assets received strategic investments, indicating ongoing strategic realignment and investment interest [5]

Core Viewpoint - Celularity Inc. has successfully sold approximately $126.3 million of unused New Jersey net operating losses (NOLs) and $1.9 million of unused New Jersey research and development (R&D) tax credits, resulting in net cash proceeds of $12.2 million, which will enhance the company's liquidity and support its regenerative medicine programs focused on longevity [1][2][3] Group 1: Financial Impact - The sale of NOLs and R&D tax credits generated $12.2 million in net cash proceeds for Celularity [1] - The total value of the unused NOLs sold was approximately $126.3 million, along with $1.9 million in R&D tax credits [1][2] Group 2: Program Details - The transaction was facilitated through New Jersey's Technology Business Tax Certificate Transfer Program, which allows qualified technology and life science companies to sell their NOLs and R&D tax credits for cash [2] - The program is managed by the New Jersey Economic Development Authority (NJEDA), aimed at promoting economic growth in the state [2] Group 3: Company Strategy - The funds received will provide non-dilutive, tax-free capital that strengthens Celularity's balance sheet and enhances liquidity [3] - The capital will support disciplined allocation towards commercial opportunities in GMP-level stem cell therapies and other regenerative medicine programs targeting longevity and human performance [3] Group 4: Company Overview - Celularity Inc. is focused on developing, manufacturing, and commercializing advanced biomaterial products and cell therapies derived from postpartum placenta [4] - The company aims to address significant unmet global needs for effective and affordable therapies targeting aging mechanisms such as cellular senescence and tissue degeneration [4]

As filed with the Securities and Exchange Commission on December 31, 2025 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELULARITY INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Delaware 2834 83-1702591 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 170 Park Aven ...

Core Viewpoint - Celularity Inc. welcomes the withdrawal of the Local Coverage Determinations (LCDs) for skin substitute products by the Centers for Medicare & Medicaid Services (CMS), which were set to take effect on January 1, 2026, while ensuring that its Biovance® and Biovance 3L products remain eligible for Medicare coverage [1][2] Group 1: CMS Actions - On December 24, 2025, CMS announced the immediate withdrawal of LCDs for Skin Substitute Grafts/Cellular and Tissue-Based Products for the Treatment of Diabetic Foot Ulcers and Venous Leg Ulcers, which would have affected coverage starting January 1, 2026 [2] - The withdrawn LCDs eliminated Medicare coverage for 158 skin substitute products from other companies, while Celularity's products remained unaffected [2] Group 2: Company Insights - Dr. Robert J. Hariri, CEO of Celularity, highlighted the substantial real-world evidence supporting the effectiveness of Biovance® in treating chronic wounds across diverse patient populations [3] - Biovance® has shown a reduction in steroid use in about 50% of treated patients, which may help decrease pro-inflammatory factors and enhance the body's natural healing process [3] - The new Medicare payment policy, effective January 1, 2026, will reimburse skin substitute applications at a flat rate of $127.28 per square centimeter, which Celularity is prepared to operate under due to its efficient manufacturing process [3] Group 3: Company Overview - Celularity Inc. is focused on developing, manufacturing, and commercializing advanced biomaterial products and cell therapies derived from postpartum placenta, addressing significant unmet needs in regenerative medicine [4] - The company aims to leverage the unique biology of the placenta to create effective and affordable therapies targeting aging mechanisms such as cellular senescence and chronic inflammation [4]

Core Viewpoint - Celularity Inc. has successfully closed a financing transaction, enhancing its financial position and supporting its strategic initiatives in regenerative and cellular medicine [1][4]. Financing Details - Celularity received $10.00 million in gross proceeds from the financing, with the potential for an additional $2.0 million based on specific conditions [2]. - The financing structure includes a senior secured term loan of $7.0 million and secured convertible notes with commitments of up to $5.0 million, convertible at a price of $1.66 per share [3]. - The secured convertible notes are backed by a first-priority lien on proceeds from a qualified financing, and Celularity issued warrants for 3,707,657 shares of Class A Common Stock with an exercise price of $2.00 per share [3]. Strategic Focus - The company aims to leverage its placental-derived platform to address significant unmet medical needs related to healthy aging and performance optimization [4]. - Celularity plans to articulate its corporate strategy in the upcoming year, aligning its scientific capabilities with long-term opportunities in longevity and age-related diseases [5]. Company Overview - Celularity Inc. specializes in developing, manufacturing, and commercializing advanced biomaterial products and cell therapies derived from postpartum placenta, targeting fundamental aging mechanisms [7].

As filed with the Securities and Exchange Commission on December 19, 2025 Registration Statement No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 (State or other jurisdiction of incorporation or organization) Delaware 2834 83-1702591 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Number) 170 Park Avenue Florham Park, New Jersey 07932 (908) 768-2170 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CELULARITY INC. (Exact ...