Company on Friday, August 29, 2025, filed quarterly reports on Form 10-Q for the periods ended March 31, 2025, and June 30, 2025, respectively, in accord with its August 11, 2025 updated Nasdaq compliance plan.Company also announces notification by Nasdaq dated September 2, 2025, that it now complies with Nasdaq Listing Rule 5250(c)(1). FLORHAM PARK, N.J., Sept. 03, 2025 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company focused on addressing age- ...

[FORM 10-Q Filing Information](index=1&type=section&id=FORM%2010-Q) This section provides Celularity Inc.'s filing details for its Quarterly Report on Form 10-Q, including registrant information and stock listings [Registrant Information](index=1&type=section&id=Registrant%20Information) Celularity Inc. filed its Form 10-Q for Q2 2025, detailing its corporate structure, Nasdaq listings, and outstanding common stock - Celularity Inc. filed its Quarterly Report on Form 10-Q for the period ended June 30, 2025[2](index=2&type=chunk) Securities Registered Pursuant to Section 12(b) of the Act | Title of each class | Trading Symbol(s) | Name of each exchange on which registered | | :------------------ | :---------------- | :---------------------------------------- | | Class A Common Stock, par value $0.0001 per share | CELU | The Nasdaq Stock Market LLC | | Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $115 per share | CELUW | The Nasdaq Stock Market LLC | - As of August 29, 2025, the registrant had **26,691,477 shares of Class A common stock**, $0.0001 par value per share, outstanding[4](index=4&type=chunk) [Special Note Regarding Forward-Looking Statements](index=4&type=section&id=SPECIAL%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section addresses the inherent uncertainties and disclaimers associated with forward-looking statements within the report [Forward-Looking Statements Disclaimer](index=4&type=section&id=Forward-Looking%20Statements%20Disclaimer) The report contains forward-looking statements subject to known and unknown risks, which may cause actual results to differ materially, and the company is not obligated to update them - The report contains forward-looking statements that relate to expectations, beliefs, projections, future plans, strategies, anticipated events, or trends concerning matters that are not historical facts[10](index=10&type=chunk) - These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements to be materially different from any future results, performances, or achievements expressed or implied[10](index=10&type=chunk) - The company is under no obligation to update or revise forward-looking statements, except as required by applicable law[15](index=15&type=chunk) [PART I. FINANCIAL INFORMATION](index=8&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section presents the company's unaudited condensed consolidated financial statements and management's discussion and analysis of financial condition and results of operations [Item 1. Unaudited Financial Statements](index=8&type=section&id=Item%201.%20Unaudited%20Financial%20Statements) This section provides Celularity Inc.'s unaudited condensed consolidated financial statements, including balance sheets, statements of operations, equity changes, cash flows, and explanatory notes [Condensed Consolidated Balance Sheets](index=8&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) This section presents the company's financial position, detailing assets, liabilities, and stockholders' equity at specific reporting dates Condensed Consolidated Balance Sheets (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | **Assets** | | | | Total current assets | $17,263 | $20,561 | | Total noncurrent assets | $103,020 | $112,121 | | **Total assets** | **$120,283** | **$132,682** | | **Liabilities** | | | | Total current liabilities | $69,227 | $53,680 | | Total noncurrent liabilities | $76,063 | $70,165 | | **Total liabilities** | **$145,780** | **$123,845** | | **Stockholders' (deficit) equity** | | | | Total stockholders' (deficit) equity | $(25,497) | $8,837 | | Total liabilities and stockholders' (deficit) equity | **$120,283** | **$132,682** | - Total assets decreased from **$132,682 thousand** at December 31, 2024, to **$120,283 thousand** at June 30, 2025[17](index=17&type=chunk) - Total liabilities increased from **$123,845 thousand** at December 31, 2024, to **$145,780 thousand** at June 30, 2025[17](index=17&type=chunk) - Total stockholders' (deficit) equity shifted from a positive **$8,837 thousand** to a deficit of **$(25,497) thousand**[17](index=17&type=chunk) [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) This section outlines the company's financial performance, reporting net revenues, operating expenses, and net loss for the specified periods Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share) | Item | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Total net revenues | $5,736 | $12,111 | $17,162 | $26,792 | | Total operating expenses | $21,600 | $22,286 | $43,512 | $44,343 | | Loss from operations | $(15,864) | $(10,175) | $(26,350) | $(17,551) | | Total other (expense) income | $(8,660) | $3,687 | $(17,928) | $(10,950) | | Net loss | $(24,524) | $(6,488) | $(44,278) | $(28,501) | | Net loss per share — basic and diluted | $(1.02) | $(0.30) | $(1.86) | $(1.32) | - Net revenues decreased by **52.6%** for the three months ended June 30, 2025, and by **35.9%** for the six months ended June 30, 2025, compared to the prior year periods[18](index=18&type=chunk) - Net loss significantly increased to **$(24,524) thousand** for the three months ended June 30, 2025, from **$(6,488) thousand** in the prior year, and to **$(44,278) thousand** for the six months ended June 30, 2025, from **$(28,501) thousand**[18](index=18&type=chunk) - Diluted net loss per share worsened to **$(1.02)** for the three months and **$(1.86)** for the six months ended June 30, 2025[18](index=18&type=chunk) [Condensed Consolidated Statements of Changes In Stockholders' (Deficit) Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20In%20Stockholders'%20(Deficit)%20Equity) This section details the changes in the company's stockholders' equity, including common stock, additional paid-in capital, and accumulated deficit Changes in Stockholders' (Deficit) Equity (in thousands) | Item | Balances at January 1, 2025 | Balances at June 30, 2025 | | :----------------------------------- | :-------------------------- | :------------------------ | | Common Stock (Shares) | 22,546,671 | 24,610,151 | | Common Stock (Amount) | $2 | $2 | | Additional Paid-in Capital | $908,523 | $918,529 | | Accumulated Deficit | $(899,683) | $(944,025) | | Accumulated Other Comprehensive Loss | $(5) | $(3) | | Total Stockholders' (Deficit) Equity | $8,837 | $(25,497) | - Total stockholders' (deficit) equity decreased from **$8,837 thousand** at January 1, 2025, to a deficit of **$(25,497) thousand** at June 30, 2025, primarily due to a net loss of **$(44,278) thousand**[19](index=19&type=chunk)[20](index=20&type=chunk) - Additional paid-in capital increased by **$10,006 thousand**, driven by stock issuances and stock-based compensation[19](index=19&type=chunk)[20](index=20&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=12&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) This section presents the company's cash inflows and outflows from operating, investing, and financing activities for the specified periods Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash used in operating activities | $(3,992) | $(7,851) | | Net cash provided by investing activities | $0 | $2,105 | | Net cash provided by financing activities | $3,951 | $6,137 | | Net increase (decrease) in cash, cash equivalents and restricted cash | $(41) | $391 | | Cash, cash equivalents and restricted cash at end of period | $10,936 | $10,554 | - Net cash used in operating activities decreased from **$(7,851) thousand** in 2024 to **$(3,992) thousand** in 2025[23](index=23&type=chunk) - Net cash provided by financing activities decreased from **$6,137 thousand** in 2024 to **$3,951 thousand** in 2025[23](index=23&type=chunk) - Overall cash, cash equivalents, and restricted cash saw a net decrease of **$(41) thousand** in 2025, compared to an increase of **$391 thousand** in 2024[23](index=23&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=14&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures supporting the unaudited condensed consolidated financial statements [1. Nature of Business](index=14&type=section&id=1.%20Nature%20of%20Business) This note describes Celularity Inc.'s core business as a cell therapy and regenerative medicine company, its financial challenges, and going concern uncertainties - Celularity Inc. is a cell therapy and regenerative medicine company focused on aging-related diseases, including cancer and degenerative diseases, headquartered in Florham Park, NJ[28](index=28&type=chunk) - The company has incurred significant operating losses and net cash used in operating activities since its inception, with an accumulated deficit of **$944,025 thousand** as of June 30, 2025[32](index=32&type=chunk) - Management has identified substantial doubt about the company's ability to continue as a going concern due to ongoing losses, the need for additional outside capital, and risks related to debt obligations and Nasdaq listing compliance[32](index=32&type=chunk)[33](index=33&type=chunk)[39](index=39&type=chunk) [2. Summary of Significant Accounting Policies](index=16&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the key accounting principles and methods used in preparing the unaudited condensed consolidated financial statements - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and SEC rules for interim financial statements, permitting certain disclosures to be condensed or omitted[35](index=35&type=chunk)[36](index=36&type=chunk) - Significant estimates and assumptions include goodwill and intangible asset impairment, incremental borrowing rates, R&D expense accruals, and valuations of inventory, contingent consideration, debt, stock options, and warrants[38](index=38&type=chunk) - The company's only component of other comprehensive income (loss) is the portion of the total change in fair value of indebtedness attributable to changes in instrument-specific credit risk[42](index=42&type=chunk) - Recently issued accounting pronouncements (ASU 2023-09, ASU 2024-03, and the OBBBA) are being evaluated for their potential impact on financial statements and disclosures[51](index=51&type=chunk)[52](index=52&type=chunk)[53](index=53&type=chunk)[54](index=54&type=chunk) [3. Asset Acquisition](index=21&type=section&id=3.%20Asset%20Acquisition) This note details the acquisition of Sequence LifeScience, Inc.'s Rebound™ product and related intangible assets, including consideration and accounting treatment - On October 9, 2024, Celularity acquired Sequence LifeScience, Inc.'s Rebound™ product and related intangible assets for up to **$5,500 thousand**, consisting of an upfront cash payment, monthly milestone payments, and a credit[55](index=55&type=chunk) - The transaction was accounted for as an asset acquisition, with contingent consideration recorded when resolved. As of June 30, 2025, **$2,157 thousand** has been accrued for milestone payments[57](index=57&type=chunk)[55](index=55&type=chunk) Rebound Asset Acquisition Consideration and Assets Acquired (in thousands) | Item | Amount | | :---------------------- | :----- | | Cash payment | $1,500 | | Contingent consideration | $650 | | **Total consideration** | **$2,150** | | Inventory acquired | $2,150 | | **Total assets acquired** | **$2,150** | [4. Fair Value of Financial Assets and Liabilities](index=21&type=section&id=4.%20Fair%20Value%20of%20Financial%20Assets%20and%20Liabilities) This note describes the company's fair value measurements for financial assets and liabilities, categorizing them into Level 1, 2, or 3 inputs - The company measures certain financial assets and liabilities at fair value, classifying them into Level 1 (quoted prices in active markets), Level 2 (observable inputs), or Level 3 (unobservable inputs)[41](index=41&type=chunk)[45](index=45&type=chunk) Fair Value Measurements of Liabilities as of June 30, 2025 (in thousands) | Liabilities | Level 1 | Level 2 | Level 3 | Total | | :----------------------------------- | :------ | :------ | :------ | :------ | | Acquisition-related contingent consideration obligations | $— | $— | $1,413 | $1,413 | | Contingent stock consideration | $— | $— | $27 | $27 | | Short-term debt - Yorkville convertible note | $— | $— | $2,648 | $2,648 | | Common stock to be issued | $1,010 | $— | $— | $1,010 | | Warrant liability – RWI Bridge Warrants | $— | $— | $5,298 | $5,298 | | Warrant liability - July 2023 Registered Direct Warrants | $— | $— | $1,164 | $1,164 | | Warrant liability - April 2023 Registered Direct Warrants | $— | $— | $1,123 | $1,123 | | Warrant liability - May 2022 PIPE Warrants | $— | $— | $551 | $551 | | Warrant liability - Sponsor Warrants | $— | $— | $7 | $7 | | Warrant liability - Public Warrants | $637 | $— | $— | $637 | | **Total** | **$1,647** | **$—** | **$12,231** | **$13,878** | - The fair value of contingent consideration obligations and certain debt and warrant liabilities are determined using Level 3 inputs, relying on unobservable inputs and the company's own assumptions[63](index=63&type=chunk)[70](index=70&type=chunk)[75](index=75&type=chunk) [5. Inventory](index=28&type=section&id=5.%20Inventory) This note provides a breakdown of the company's inventory composition, including raw materials, work in progress, and finished goods, along with related reserves Inventory Composition (in thousands) | Inventory Class | June 30, 2025 | December 31, 2024 | | :---------------- | :------------ | :---------------- | | Raw materials | $42 | $42 | | Work in progress | $3,195 | $8,093 | | Finished goods | $10,648 | $11,964 | | Inventory, gross | $13,885 | $20,099 | | Less: inventory reserves | $(2,066) | $(2,103) | | **Inventory, net** | **$11,819** | **$17,996** | - Net inventory decreased from **$17,996 thousand** at December 31, 2024, to **$11,819 thousand** at June 30, 2025, primarily due to a reduction in work in progress and finished goods[78](index=78&type=chunk) - Inventory reserves slightly decreased from **$2,103 thousand** to **$2,066 thousand**, with a provision for obsolete inventory of **$(37) thousand** during the six months ended June 30, 2025[78](index=78&type=chunk)[79](index=79&type=chunk) [6. Prepaid Expenses and Other Current Assets](index=30&type=section&id=6.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) This note details the components of prepaid expenses and other current assets, including clinical and insurance expenses Prepaid Expenses and Other Current Assets (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Prepaid clinical expenses | $221 | $221 | | Prepaid insurance expense | $377 | $375 | | Other | $240 | $261 | | **Total** | **$838** | **$857** | - Total prepaid expenses and other current assets remained relatively stable, decreasing slightly from **$857 thousand** at December 31, 2024, to **$838 thousand** at June 30, 2025[80](index=80&type=chunk) [7. Property and Equipment, Net](index=30&type=section&id=7.%20Property%20and%20Equipment,%20Net) This note presents the company's property and equipment, net of accumulated depreciation and amortization Property and Equipment, Net (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Property and equipment (gross) | $94,467 | $94,467 | | Less: Accumulated depreciation and amortization | $(35,795) | $(32,867) | | **Property and equipment, net** | **$58,672** | **$61,600** | - Net property and equipment decreased from **$61,600 thousand** at December 31, 2024, to **$58,672 thousand** at June 30, 2025, primarily due to accumulated depreciation and amortization[81](index=81&type=chunk) - Depreciation and amortization expense was **$1,462 thousand** for the three months and **$2,928 thousand** for the six months ended June 30, 2025[81](index=81&type=chunk) [8. Goodwill and Intangible Assets, Net](index=30&type=section&id=8.%20Goodwill%20and%20Intangible%20Assets,%20Net) This note provides information on the company's goodwill and intangible assets, including amortization and impairment considerations - Goodwill remained stable at **$7,347 thousand**, assigned to the BioBanking reporting unit, with no impairments recognized[82](index=82&type=chunk) Intangible Assets, Net (in thousands) | Intangible Asset Class | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Amortizable intangible assets, net | $7,808 | $8,548 | | Non-amortized intangible assets (Acquired IPR&D product rights) | $700 | $700 | | **Intangible assets, net** | **$8,508** | **$9,248** | - Net intangible assets decreased from **$9,248 thousand** to **$8,508 thousand**, primarily due to amortization expense of **$372 thousand** for the three months and **$740 thousand** for the six months ended June 30, 2025[83](index=83&type=chunk) [9. Accrued Expenses and Other Current Liabilities](index=32&type=section&id=9.%20Accrued%20Expenses%20and%20Other%20Current%20Liabilities) This note details the components of accrued expenses and other current liabilities, including clinical trial expenses, professional fees, and compliance fees Accrued Expenses and Other Current Liabilities (in thousands) | Item | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Accrued clinical trial expense | $189 | $189 | | Accrued professional fees | $691 | $691 | | Accrued wages, bonuses, commissions, and vacation | $6,409 | $5,797 | | Accruals for construction in progress | $124 | $135 | | Accrued interest | $4,602 | $1,798 | | Accrued compliance fee | $19,006 | $10,277 | | Other | $2,348 | $955 | | **Total** | **$33,369** | **$19,842** | - Total accrued expenses and other current liabilities increased significantly from **$19,842 thousand** at December 31, 2024, to **$33,369 thousand** at June 30, 2025[85](index=85&type=chunk) - Key drivers of the increase include accrued interest (+$2,804 thousand) and accrued compliance fees (+$8,729 thousand)[85](index=85&type=chunk) [10. Debt](index=32&type=section&id=10.%20Debt) This note provides a breakdown of the company's debt, including unaffiliated and related party obligations, and details on specific debt instruments Debt Composition (in thousands) | Debt Type | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :------------ | :---------------- | | Debt - unaffiliated | $2,648 | $2,485 | | Debt - related parties | $40,789 | $39,803 | | **Total debt** | **$43,437** | **$42,288** | | Short-term debt - unaffiliated | $2,648 | $2,485 | | Short-term debt - related parties | $4,297 | $3,876 | | Long-term debt - related parties | $36,492 | $35,927 | - Total debt increased from **$42,288 thousand** at December 31, 2024, to **$43,437 thousand** at June 30, 2025[86](index=86&type=chunk) - The Yorkville Convertible Promissory Note's maturity date was extended multiple times, most recently to October 15, 2025, contingent on timely 10-Q filings[89](index=89&type=chunk)[90](index=90&type=chunk)[92](index=92&type=chunk) - The company recognized a **$5,736 thousand** loss on debt extinguishment for the six months ended June 30, 2025, related to the RWI and C.V. Starr binding term sheets, which extended maturity dates and repriced warrants[109](index=109&type=chunk)[122](index=122&type=chunk) [11. Transfers of Financial Assets](index=39&type=section&id=11.%20Transfers%20of%20Financial%20Assets) This note describes the company's merchant cash advance agreements, detailing the transfer of future receivables and their accounting treatment - On April 30, 2025, and May 7, 2025, the Company entered into merchant cash advance (MCA) agreements, transferring rights to **$1,485 thousand** in future receivables for **$891 thousand** in upfront cash[124](index=124&type=chunk) - The transaction did not meet sale accounting criteria under ASC 860 due to the company's retained significant continuing involvement and control over receivables[125](index=125&type=chunk)[126](index=126&type=chunk) - The proceeds are recorded as a secured borrowing within 'accrued expenses and other current liabilities,' totaling approximately **$670 thousand** as of June 30, 2025[127](index=127&type=chunk) [12. Leases](index=39&type=section&id=12.%20Leases) This note outlines the company's accounting for leases, including the recognition of right-of-use assets and lease liabilities - The company recognizes ROU assets and lease liabilities at lease commencement based on the present value of lease payments, using its incremental borrowing rate[129](index=129&type=chunk) - Rent expense, including property taxes, was **$1,115 thousand** for the three months and **$2,229 thousand** for the six months ended June 30, 2025[129](index=129&type=chunk) - As of June 30, 2025, the total operating lease liability was **$26,717 thousand**, with a weighted-average remaining lease term of **20.8 years** and a weighted-average discount rate of **14.24%**[133](index=133&type=chunk) [13. Commitments and Contingencies](index=41&type=section&id=13.%20Commitments%20and%20Contingencies) This note details the company's contingent consideration obligations and ongoing legal proceedings, including various lawsuits and regulatory inquiries - The company has contingent consideration obligations of **$1,413 thousand** related to the Anthrogenesis and HLI CT acquisitions, based on regulatory and commercial milestones[134](index=134&type=chunk) - Legal proceedings include a Civil Investigative Demand under the False Claims Act, a complaint against Evolution Biologyx for unpaid invoices, and lawsuits from TargetCW, Hackensack Meridian, and Clinical Resource Network for alleged breaches of contract and unpaid services[139](index=139&type=chunk)[140](index=140&type=chunk)[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) - The company has accrued **$350 thousand** for the TargetCW judgment, **$668 thousand** for Hackensack Meridian, and **$176 thousand** for Clinical Resource Network[141](index=141&type=chunk)[142](index=142&type=chunk)[143](index=143&type=chunk) [14. Equity](index=43&type=section&id=14.%20Equity) This note provides information on the company's equity structure, including common stock, preferred stock, and outstanding warrants - As of June 30, 2025, the company had **24,610,151 shares** of Class A common stock outstanding, with **730,000,000 shares** authorized[144](index=144&type=chunk) - The company has no outstanding preferred stock and its board can issue preferred stock without stockholder approval, potentially affecting voting power and control[151](index=151&type=chunk) - The company entered into a June 2025 PIPE offering for **739,286 shares** of Class A common stock at **$1.40 per share**, generating **$1,010 thousand** in proceeds recorded as 'Common stock to be issued' as of June 30, 2025[166](index=166&type=chunk) Outstanding Warrants as of June 30, 2025 | Warrant Type | Number of shares | Exercise price | Expiration date | | :----------------------------------- | :--------------- | :------------- | :-------------- | | Public Warrants | 1,437,447 | $115.00 | July 16, 2026 | | Sponsor Warrants | 849,999 | $115.00 | July 16, 2026 | | May 2022 PIPE Warrants | 405,405 | $3.50 | October 10, 2028 | | March 2023 PIPE Warrants | 208,485 | $30.00 | March 27, 2028 | | March 2023 PIPE Warrants (repriced) | 729,698 | $2.50 | June 30, 2030 | | March 2023 Loan Warrants | 75,000 | $1.69 | March 17, 2028 | | April 2023 Registered Direct Warrants | 435,625 | $7.50 | October 10, 2028 | | April 2023 Registered Direct Warrants (repriced) | 487,451 | $3.50 | October 10, 2028 | | May 2023 PIPE Warrants (repriced) | 581,394 | $2.50 | June 30, 2030 | | June 2023 Warrants | 50,000 | $1.69 | June 20, 2028 | | June 2023 Loan Warrants | 300,000 | $8.10 | June 20, 2028 | | July 2023 Registered Direct Warrants | 857,142 | $3.50 | January 31, 2029 | | January 2024 Bridge Loan - Tranche 1 Warrants | 1,650,000 | $2.49 | January 16, 2029 | | January 2024 Bridge Loan - Tranche 2 Warrants | 1,350,000 | $2.99 | July 15, 2029 | | March 2024 RWI Forbearance Warrants | 300,000 | $5.90 | June 20, 2028 | | November 2024 Purchaser Warrants | 263,156 | $2.85 | Nov 25, 2029 - Dec 3, 2029 | | November 2024 Placement Agent Warrants | 52,500 | $3.56 | Nov 25, 2029 - Dec 3, 2029 | | February 2025 Binding Term Sheet Warrants | 100,000 | $1.69 | February 11, 2030 | | Faithstone Strategic Advisory | 1,500,000 | $6.67 | May 19, 2030 | | **Total** | **11,633,302** | | | [15. Stock-Based Compensation](index=50&type=section&id=15.%20Stock-Based%20Compensation) This note details the company's stock-based compensation plans, including stock option activity and related expenses - The 2021 Equity Incentive Plan initially reserved **2,091,528 shares**, with **1,041,018 shares** remaining available for future grants as of June 30, 2025[180](index=180&type=chunk) Stock Option Activity (Service Conditions) | Item | Options | Weighted Average Exercise Price | | :----------------------------------- | :-------- | :------------------------------ | | Outstanding at January 1, 2025 | 3,961,525 | $27.27 | | Granted | 216,336 | $1.89 | | Forfeited | (28,269) | $11.88 | | **Outstanding at June 30, 2025** | **4,149,592** | **$26.05** | | Exercisable at June 30, 2025 | 2,714,917 | $37.24 | Stock-Based Compensation Expense (in thousands) | Expense Category | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cost of revenues | $76 | $89 | $139 | $195 | | Research and development | $197 | $345 | $386 | $721 | | Selling, general and administrative | $2,175 | $2,556 | $4,560 | $5,040 | | **Total** | **$2,448** | **$2,990** | **$5,085** | **$5,956** | - Total stock-based compensation expense decreased from **$2,990 thousand** for the three months ended June 30, 2024, to **$2,448 thousand** for the same period in 2025, and from **$5,956 thousand** to **$5,085 thousand** for the six-month periods[201](index=201&type=chunk) [16. Revenue Recognition](index=56&type=section&id=16.%20Revenue%20Recognition) This note disaggregates the company's net revenues by product and service type and details changes in deferred revenue from contract liabilities Disaggregated Revenue by Product and Services (in thousands) | Revenue Type | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Product sales, net | $2,379 | $9,963 | $11,397 | $22,806 | | Processing and storage fees, net | $1,275 | $1,278 | $2,683 | $2,565 | | License, royalty and other | $2,082 | $870 | $3,082 | $1,421 | | **Net revenues** | **$5,736** | **$12,111** | **$17,162** | **$26,792** | - Net revenues decreased by **52.6%** for the three months and **35.9%** for the six months ended June 30, 2025, primarily due to a significant drop in product sales[202](index=202&type=chunk) - License, royalty and other revenue increased substantially, by **139.3%** for the three months and **116.9%** for the six months ended June 30, 2025[202](index=202&type=chunk) Changes in Deferred Revenue from Contract Liabilities (in thousands) | Item | 2025 | | :----------------------------------- | :----- | | Balance at January 1 | $6,255 | | Deferral of revenue | $2,939 | | Recognition of unearned revenue | $(2,822) | | **Balance at June 30** | **$6,372** | [17. License and Distribution Agreements](index=56&type=section&id=17.%20License%20and%20Distribution%20Agreements) This note outlines the company's various license and distribution agreements, including those for Rebound™, Regeneron, and Genting - The company acquired exclusive rights to market, sell, and distribute Rebound™ in the U.S. through an Independent Distributor Agreement with Sequence LifeScience, Inc., which transitioned to an asset purchase[204](index=204&type=chunk) - The multi-year research collaboration services agreement with Regeneron Pharmaceuticals, Inc. was terminated by Regeneron on August 6, 2025, leading to the recognition of the remaining **$637 thousand** deferred revenue in Q3 2025[206](index=206&type=chunk)[208](index=208&type=chunk) - The Genting Agreement was amended to include manufacturing rights, expanded territories, and distribution/manufacturing rights for cell therapy products, but no revenue has been recognized under it as of June 30, 2025[213](index=213&type=chunk) [18. Segment Information](index=60&type=section&id=18.%20Segment%20Information) This note provides financial information disaggregated by the company's three business segments: Cell Therapy, Degenerative Disease, and BioBanking - The company operates through three distinct business segments: Cell Therapy, Degenerative Disease, and BioBanking[217](index=217&type=chunk)[218](index=218&type=chunk) - Cell Therapy focuses on researching and developing unproven therapies, Degenerative Disease produces and sells products for surgical and wound care, and BioBanking collects and stores stem cells[218](index=218&type=chunk) Segment Net Revenues (in thousands) | Segment | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Cell Therapy | $759 | $0 | $1,023 | $0 | | BioBanking | $1,275 | $1,278 | $2,683 | $2,565 | | Degenerative Disease | $3,702 | $10,833 | $13,456 | $24,227 | | Other | $0 | $0 | $0 | $0 | | **Total Net Revenues** | **$5,736** | **$12,111** | **$17,162** | **$26,792** | - Degenerative Disease segment revenues significantly decreased, while Cell Therapy generated revenue in 2025 compared to none in 2024[220](index=220&type=chunk)[221](index=221&type=chunk)[222](index=222&type=chunk) [19. Related Party Transactions](index=62&type=section&id=19.%20Related%20Party%20Transactions) This note discloses transactions and arrangements with related parties, including the CEO, investors, and affiliated entities - Dr. Robert Hariri, CEO, temporarily reduced his salary, with **$1,604 thousand** deferred as of June 30, 2025, and his loans to the company were extended to December 31, 2025[223](index=223&type=chunk)[225](index=225&type=chunk) - C.V. Starr, an investor, provided a **$5,000 thousand** loan to the company[227](index=227&type=chunk) - Alexandra Hariri, daughter of the CEO, is employed as Executive Director, Corporate Strategy & Business Development, with an annual base salary of **$265 thousand**[228](index=228&type=chunk) - The company entered into a Technology Services Agreement with Fountain Life Management LLC, a related party through Dr. Hariri and Peter Diamandis, for processing and storing mononuclear cells[229](index=229&type=chunk) [20. Subsequent Events](index=63&type=section&id=20.%20Subsequent%20Events) This note reports significant events that occurred after the reporting period, including private placements, promissory notes, and asset purchase agreements - On July 14, 2025, the company secured **$2,000 thousand** gross proceeds from a private placement of Class A common stock and warrants[230](index=230&type=chunk) - On July 21, 2025, a promissory note for **$6,812 thousand** was issued to Lim Kok Thay (later assigned to Celeniv Pte. Ltd.), along with warrants, with proceeds used to settle the C.V. Starr loan[231](index=231&type=chunk) - On August 13, 2025, the company entered an Asset Purchase Agreement with Celeniv Pte. Ltd. to sell intellectual property for **$33,812 thousand**, using proceeds to satisfy RWI Bridge Loans and the July 21, 2025 promissory note[232](index=232&type=chunk) - On August 15, 2025, an additional merchant cash advance agreement was entered into for **$1,485 thousand** in upfront cash, to repay existing MCA and for working capital[235](index=235&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=64&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Celularity Inc.'s financial condition, operational results, business model, recent developments, and significant challenges, including liquidity and going concern uncertainties [Overview](index=64&type=section&id=Overview) This section provides a high-level description of Celularity's business, focusing on its regenerative medicine, advanced biomaterials, and biobanking operations - Celularity is a regenerative and cellular medicines company focused on aging-related diseases, developing off-the-shelf placental-derived allogeneic advanced biomaterial products and cell therapy candidates[237](index=237&type=chunk) - The company's advanced biomaterials business primarily sells Biovance 3L products, with plans to submit 510(k) applications for Celularity Tendon Wrap (CTW) in H2 2025, FUSE Bone Void Filler in H2 2026, and Celularity Placental Matrix (CPM) in H2 2027[237](index=237&type=chunk)[238](index=238&type=chunk) - Celularity also operates a commercial biobanking business under the LifebankUSA brand, offering collection, processing, and cryogenic storage of umbilical cord and placental blood and tissue[239](index=239&type=chunk) [Recent Developments](index=65&type=section&id=Recent%20Developments) This section highlights key events and transactions impacting the company's financial position and operations, including financing activities and regulatory updates - The company entered into multiple merchant cash advance (MCA) agreements, transferring rights to **$1,485 thousand** in future receivables for **$891 thousand** in upfront cash[241](index=241&type=chunk) - The maturity date of the Convertible Promissory Note with YA II PN, Ltd. was extended to August 15, 2025, and further to October 15, 2025, contingent on timely 10-Q filings[242](index=242&type=chunk) - Nasdaq issued a delisting notice due to the company's failure to timely file its 10-Q, but granted an exception until August 31, 2025, to regain compliance[243](index=243&type=chunk) - The One Big Beautiful Bill Act (OBBBA) was enacted on July 4, 2025, with provisions effective from 2025 to 2027, and the company is assessing its impact on financial statements[245](index=245&type=chunk) - Subsequent events include a **$2,000 thousand** private placement, a **$6,812 thousand** promissory note to Lim Kok Thay (assigned to Celeniv Pte. Ltd.) used to settle the C.V. Starr loan, and an Asset Purchase Agreement with Celeniv Pte. Ltd. to sell IP for **$33,812 thousand** to satisfy RWI Bridge Loans and the July 21, 2025 promissory note[246](index=246&type=chunk)[247](index=247&type=chunk)[248](index=248&type=chunk) [Going Concern](index=67&type=section&id=Going%20Concern) This section addresses the company's ability to continue operations, citing significant losses, capital needs, and the risk of Nasdaq delisting - The company has incurred significant operating losses and net cash outflows from operations since inception, with an accumulated deficit of **$944.0 million** as of June 30, 2025[253](index=253&type=chunk) - Substantial doubt exists about the company's ability to continue as a going concern due to the need for additional outside capital, current debt obligations of **$6.3 million**, and the risk of Nasdaq delisting[253](index=253&type=chunk)[254](index=254&type=chunk) - Failure to secure additional funding may force the company to delay, limit, or terminate operations, reduce workforce, discontinue commercialization efforts, liquidate assets, or seek bankruptcy protection[254](index=254&type=chunk) [Business Segments](index=69&type=section&id=Business%20Segments) This section describes the company's operational structure across its Cell Therapy, Degenerative Disease, and BioBanking segments - The company manages operations through three segments: Cell Therapy (research and development of cellular therapies), Degenerative Disease (surgical and wound care products like Biovance, Biovance 3L, Interfyl, CentaFlex), and BioBanking (stem cell collection and storage)[256](index=256&type=chunk) - The Cell Therapy segment has not generated revenue from product sales to date, as its programs are unproven and in various development phases[256](index=256&type=chunk) [Acquisitions and Divestitures](index=69&type=section&id=Acquisitions%20and%20Divestitures) This section outlines the company's significant acquisitions, including HLI Cellular Therapeutics, Anthrogenesis, and Sequence LifeScience's Rebound™ product - Key acquisitions include HLI Cellular Therapeutics, LLC (LifebankUSA and biomaterial assets like Biovance and Interfyl) in May 2017, and Anthrogenesis (pre-clinical and clinical stage cellular therapeutic assets) in August 2017[258](index=258&type=chunk)[259](index=259&type=chunk) - On October 9, 2024, the company acquired Sequence LifeScience, Inc.'s Rebound™ product and related intangible assets for up to **$5.5 million**, with **$2.2 million** accrued for milestone payments as of June 30, 2025[260](index=260&type=chunk) [Licensing Agreements](index=69&type=section&id=Licensing%20Agreements) This section details the company's various licensing agreements, including those with Celgene, CVR, Regeneron, and BioCellgraft - The Celgene License grants Celgene a royalty-free, fully-paid up, non-exclusive license to certain intellectual property for pre-clinical research and commercial exploitation of CAR/T-cell/NK cell products[262](index=262&type=chunk) - The CVR Agreement entitles holders to **$50.0 million** in regulatory milestones and **$125.0 million** in commercial milestones, plus mid-teen percentage royalties on net sales for certain therapeutic programs; no payments have been made to date[263](index=263&type=chunk) - The Regeneron Services Agreement, under which **$1.3 million** was received and **$688 thousand** recognized in 2024, was terminated by Regeneron on August 6, 2025, with the remaining **$637 thousand** deferred revenue to be recognized in Q3 2025[264](index=264&type=chunk) - A license agreement with BioCellgraft, Inc. grants exclusive rights to develop and commercialize licensed products in the dental market for **$5.0 million** over two years, with an initial **$0.3 million** payment received[265](index=265&type=chunk) [Components of Operating Results](index=70&type=section&id=Components%20of%20Operating%20Results) This section defines the key elements contributing to the company's operating results, including net revenues, cost of revenues, and various expenses - Net revenues include sales of biomaterial products (Biovance, Biovance 3L, Rebound, Interfyl, CentaFlex) and fees for umbilical cord/placental blood and tissue collection, processing, and storage[266](index=266&type=chunk) - Cost of revenues covers labor, material, and overhead for biobanking and degenerative disease segments, including procurement, processing, and storage costs[267](index=267&type=chunk) - Research and development expenses are primarily for basic scientific research, pre-clinical studies, clinical development of NK cell programs, and related personnel and facility costs[268](index=268&type=chunk) - Selling, general and administrative expenses include personnel costs (salaries, bonuses, stock compensation, benefits) for executive management, finance, legal, HR, and IT, with expected near-term decreases due to reprioritization efforts[269](index=269&type=chunk) - Changes in the fair value of acquisition-related contingent consideration are remeasured each reporting period, impacting operating results based on revenue estimates, regulatory/commercial milestone probabilities, and royalty obligations[270](index=270&type=chunk) [Results of Operations](index=71&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance by comparing key revenue and expense items across different reporting periods [Comparison of Three Months Ended June 30, 2025 to June 30, 2024](index=71&type=section&id=Comparison%20of%20Three%20Months%20Ended%20June%2030,%202025%20to%20June%2030,%202024) This section compares the company's financial performance for the three months ended June 30, 2025, against the same period in 2024 Net Revenues and Operating Expenses (Three Months Ended June 30, in thousands) | Item | 2025 | 2024 | Change | Percent Change | | :----------------------------------- | :----- | :----- | :----- | :------------- | | Net revenues | $5,736 | $12,111 | $(6,375) | (52.6)% | | Cost of revenues (excluding amortization) | $5,242 | $2,123 | $3,119 | 147.0% | | Research and development | $3,352 | $3,800 | $(448) | (11.8)% | | Selling, general and administrative | $12,634 | $15,907 | $(3,273) | (20.6)% | | Amortization of acquired intangible assets | $372 | $456 | $(84) | (18.4)% | | **Total operating expense** | **$21,600** | **$22,286** | **$(686)** | **(3.1)%** | | **Loss from operations** | **$(15,864)** | **$(10,175)** | **$(5,689)** | **55.9%** | - Net revenues decreased by **$6.4 million** (**52.6%**) due to lower Biovance 3L sales, partially offset by higher Rebound sales and Contract Development & Manufacturing revenue[272](index=272&type=chunk) - Cost of revenues increased by **$3.1 million** (**147%**), including a **$1.8 million** write-off of capitalized bulk material costs and a **$1.2 million** milestone accrual for Rebound™[273](index=273&type=chunk)[274](index=274&type=chunk) - Selling, general and administrative expenses decreased by **$3.3 million** (**20.6%**), mainly due to a **$4.1 million** decrease in sales rep fees, partially offset by a **$1.3 million** increase in professional fees[275](index=275&type=chunk) - Total other expense increased significantly to **$8.7 million** from **$3.7 million**, primarily due to an **$8.3 million** change in fair value of warrant liabilities and a **$1.0 million** increase from changes in fair value of debt[276](index=276&type=chunk) [Comparison of Six Months Ended June 30, 2025 to June 30, 2024](index=73&type=section&id=Comparison%20of%20Six%20Months%20Ended%20June%2030,%202025%20to%20June%2030,%202024) This section compares the company's financial performance for the six months ended June 30, 2025, against the same period in 2024 Net Revenues and Operating Expenses (Six Months Ended June 30, in thousands) | Item | 2025 | 2024 | Change | Percent Change | | :----------------------------------- | :----- | :----- | :----- | :------------- | | Net revenues | $17,162 | $26,792 | $(9,630) | (35.9)% | | Cost of revenues (excluding amortization) | $8,796 | $3,763 | $5,033 | 133.7% | | Research and development | $7,080 | $9,643 | $(2,563) | (26.6)% | | Selling, general and administrative | $26,896 | $29,935 | $(3,039) | (10.2)% | | Amortization of acquired intangible assets | $740 | $1,002 | $(262) | (26.1)% | | **Total operating expense** | **$43,512** | **$44,343** | **$(831)** | **(1.9)%** | | **Loss from operations** | **$(26,350)** | **$(17,551)** | **$(8,799)** | **50.1%** | - Net revenues decreased by **$9.6 million** (**36%**) primarily due to an **$11.4 million** decrease in product sales, mainly from lower Biovance 3L sales[278](index=278&type=chunk) - Cost of revenues increased by **$5.0 million** (**134%**), including a **$2.5 million** write-off of capitalized bulk material costs and a **$1.5 million** milestone payment for Rebound™[279](index=279&type=chunk) - Research and development expenses decreased by **$2.6 million** (**26.6%**), driven by a **$2.1 million** decrease in lab supplies and a **$0.9 million** decrease in personnel costs[280](index=280&type=chunk) - Total other expense increased to **$18.0 million** from **$11.0 million**, primarily due to a **$3.2 million** increase in other expense (Armistice PIF fees), a **$1.8 million** increase in loss on debt extinguishment, and a **$1.7 million** increase in interest expense[282](index=282&type=chunk) [Liquidity and Capital Resources](index=74&type=section&id=Liquidity%20and%20Capital%20Resources) This section discusses the company's ability to meet its short-term and long-term financial obligations, including cash position and future funding needs - As of June 30, 2025, the company had **$0.9 million** in unrestricted cash and cash equivalents and an accumulated deficit of **$943.9 million**[283](index=283&type=chunk) - The company has insufficient unrestricted cash and no additional outside capital secured to fund operations for 12 months beyond the issuance date, raising substantial doubt about its going concern ability[286](index=286&type=chunk) - Future funding is expected through equity offerings, debt financings, or other capital sources, including biomaterials sales and potential collaborations for cellular therapeutic candidates[287](index=287&type=chunk) - Failure to raise capital could force delays, limitations, or termination of operations, workforce reductions, discontinuation of commercialization efforts, asset liquidation, or bankruptcy[288](index=288&type=chunk) [Cash Flows](index=76&type=section&id=Cash%20Flows) This section analyzes the company's cash generation and usage from operating, investing, and financing activities Summary of Cash Flows (Six Months Ended June 30, in thousands) | Cash Flow Activity | 2025 | 2024 | Change | | :----------------------------------- | :----- | :----- | :----- | | Operating activities | $(3,992) | $(7,851) | $3,859 | | Investing activities | $0 | $2,105 | $(2,105) | | Financing activities | $3,951 | $6,137 | $(2,186) | | **Net change in cash, cash equivalents and restricted cash** | **$(41)** | **$391** | **$(432)** | - Net cash used in operating activities decreased by **$3.9 million**, primarily due to lower working capital partially offset by lower revenue[292](index=292&type=chunk) - Net cash provided by financing activities was **$4.0 million**, including **$2.5 million** from common stock issuance for a warrant inducement, **$1.0 million** from a PIPE transaction, and **$0.9 million** from merchant cash advances[294](index=294&type=chunk) [Critical Accounting Policies](index=76&type=section&id=Critical%20Accounting%20Policies) This section confirms that there have been no significant changes to the company's critical accounting policies during the reporting period - There have been no significant changes in critical accounting policies during the three months ended June 30, 2025, compared to those disclosed in the 2024 Form 10-K[296](index=296&type=chunk) [Recent Accounting Pronouncements](index=76&type=section&id=Recent%20Accounting%20Pronouncements) This section directs readers to detailed information regarding recently issued accounting pronouncements and their potential impact - Information about recent accounting pronouncements, their adoption timing, and potential impact is detailed in Note 2 to the unaudited condensed consolidated financial statements[297](index=297&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=77&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there are no quantitative and qualitative disclosures about market risk applicable to the company for the reporting period - The company has no applicable quantitative and qualitative disclosures about market risk for this reporting period[298](index=298&type=chunk) [Item 4. Controls and Procedures](index=77&type=section&id=Item%204.%20Controls%20and%20Procedures) This section details the evaluation of the company's disclosure controls and procedures, concluding they were not effective due to identified material weaknesses in internal control over financial reporting [Evaluation of Disclosure Controls and Procedures](index=77&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) This section reports management's conclusion that disclosure controls and procedures were ineffective due to material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of June 30, 2025, due to material weaknesses in internal control over financial reporting and the inability to timely file the 10-Q and 2024 Form 10-K[300](index=300&type=chunk) - Identified material weaknesses include failures in control environment (insufficient qualified resources), risk assessment, control activities, information and communication, and monitoring[301](index=301&type=chunk) - Remediation efforts include hiring additional accounting personnel, formalizing roles and review responsibilities, designing procedures for business changes, implementing formal financial close processes, and engaging an outside firm for internal control documentation and design[302](index=302&type=chunk) [Changes in Internal Control over Financial Reporting](index=78&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) This section confirms that no material changes in internal control over financial reporting occurred during the quarter, apart from ongoing remediation efforts - No changes in internal controls over financial reporting occurred during the fiscal quarter ended June 30, 2025, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting, other than the ongoing implementation of remediation measures[304](index=304&type=chunk) [PART II. OTHER INFORMATION](index=79&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers various non-financial disclosures, including legal proceedings, risk factors, equity sales, and exhibit listings [Item 1. Legal Proceedings](index=79&type=section&id=Item%201.%20Legal%20Proceedings) This section outlines the various legal proceedings Celularity Inc. is involved in, including a Civil Investigative Demand, a lawsuit against Evolution Biologyx for unpaid invoices, and complaints from TargetCW, Hackensack Meridian Health, and Clinical Resource Network for alleged breaches of contract and unpaid services - The company received a Civil Investigative Demand under the False Claims Act from the U.S. Attorney's Office, requesting documents related to claims submitted to federal insurers for human tissue therapy products, including Interfyl[307](index=307&type=chunk) - Celularity Inc. filed a complaint against Evolution Biologyx, LLC to recover approximately **$2,350 thousand** in unpaid invoices for biomaterial products, with Evolution filing a counterclaim for alleged breach of contract and fraud[308](index=308&type=chunk) - The company defaulted on payments to TCWGlobal, resulting in a court judgment of **$350 thousand**, and has accrued **$668 thousand** for Hackensack Meridian Health and **$176 thousand** for Clinical Resource Network for unpaid services[309](index=309&type=chunk)[310](index=310&type=chunk)[311](index=311&type=chunk) [Item 1A. Risk Factors](index=80&type=section&id=Item%201A.%20Risk%20Factors) This section refers readers to the comprehensive discussion of risks and uncertainties affecting the company's operations and financial results, as detailed in its Annual Report on Form 10-K for the year ended December 31, 2024 - The company's operations and financial results are subject to various risks and uncertainties, as described in Part I, Item 1A, 'Risk Factors' in its Annual Report on Form 10-K for the year ended December 31, 2024[312](index=312&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=81&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the unregistered sales of Class A common stock by Celularity Inc. during the reporting period, including issuances to a former employee, consultants for services, and holders of unsecured senior convertible notes upon conversion - On January 3, 2025, **21,739 shares** of Class A common stock were issued to a former employee as part of a settlement agreement[313](index=313&type=chunk) - On May 19, 2025, **50,000 shares** of Class A common stock were issued to a consultant for business development and strategic advisory services[314](index=314&type=chunk) - On June 25, 2025, **490,632 shares** of Class A common stock were issued to holders of unsecured senior convertible notes upon automatic conversion following an amendment to the conversion price[316](index=316&type=chunk) [Item 3. Defaults Upon Senior Securities](index=81&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section indicates that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities during the fiscal quarter covered by this report[317](index=317&type=chunk) [Item 4. Mine Safety Disclosures](index=81&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section states that mine safety disclosures are not applicable to the company - Mine safety disclosures are not applicable to the company[318](index=318&type=chunk) [Item 5. Other Information](index=81&type=section&id=Item%205.%20Other%20Information) This section confirms that no directors or officers adopted or terminated Rule 10b5-1 trading plans or non-Rule 10b5-1 trading plans during the fiscal quarter - None of the company's directors or officers adopted or terminated a Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement during the fiscal quarter covered by this report[319](index=319&type=chunk) [Item 6. Exhibits](index=81&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed as part of the Form 10-Q, including various agreements, warrants, certifications, and XBRL-related documents, many of which are incorporated by reference from previous SEC filings - The report includes exhibits such as Securities Purchase Agreements, Warrant Adjustment Agreements, Amended and Restated Warrants, Promissory Notes, and various certifications (e.g., 31.1, 31.2, 32.1, 32.2)[320](index=320&type=chunk)[324](index=324&type=chunk) - Many exhibits are incorporated by reference from previous current reports on Form 8-K[320](index=320&type=chunk) - XBRL (eXtensible Business Reporting Language) documents are included for inline data formatting[324](index=324&type=chunk) [SIGNATURES](index=83&type=section&id=SIGNATURES) This section contains the official attestations and signatures of the company's principal executive and financial officers for the Form 10-Q filing [Report Signatures](index=83&type=section&id=Report%20Signatures) The report is duly signed on behalf of Celularity Inc. by Robert J. Hariri, M.D., Ph.D., Chief Executive Officer (Principal Executive Officer), and Joseph C. DosSantos, Acting Chief Financial Officer (Principal Financial and Accounting Officer), both dated August 29, 2025 - The report was signed by Robert J. Hariri, M.D., Ph.D., Chief Executive Officer, and Joseph C. DosSantos, Acting Chief Financial Officer, on August 29, 2025[327](index=327&type=chunk)

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This part presents the company's unaudited financial statements, management's analysis, and an evaluation of internal controls for the period [Item 1. Financial Statements](index=8&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements for Q1 2025, highlighting a going concern doubt due to significant operating losses - Celularity Inc is a cell therapy and regenerative medicine company focused on aging-related diseases, including cancer and degenerative diseases[27][28] - The company's ability to continue as a going concern is in **substantial doubt** due to significant operating losses, net cash used in operations, and an accumulated deficit of **$919.5 million** as of March 31, 2025[31][32][33] Key Financial Highlights (Three Months Ended March 31) | Metric | March 31, 2025 (in thousands) | March 31, 2024 (in thousands) | Change (in thousands) | % Change | | :----------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------- | | **Net Revenues** | $11,426 | $14,681 | $(3,255) | (22.2)% | | Product sales | $9,018 | $12,843 | $(3,825) | (29.8)% | | Services | $1,408 | $1,287 | $121 | 9.4% | | License, royalty and other | $1,000 | $551 | $449 | 81.5% | | **Operating Expenses** | $21,912 | $22,057 | $(145) | (0.7)% | | Cost of revenues (excl. amortization)| $3,554 | $1,640 | $1,914 | 116.7% | | Research and development | $3,728 | $5,843 | $(2,115) | (36.2)% | | Selling, general and administrative | $14,262 | $14,028 | $234 | 1.7% | | Amortization of acquired intangibles | $368 | $546 | $(178) | (32.6)% | | **Loss from operations** | $(10,486) | $(7,376) | $(3,110) | 42.2% | | **Net Loss** | $(19,754) | $(22,013) | $2,259 | (10.3)% | | Net loss per share – basic and diluted | $(0.84) | $(1.03) | $0.19 | (18.4)% | | Weighted average shares outstanding | 23,530,877 | 21,440,980 | 2,089,897 | 9.7% | Condensed Consolidated Balance Sheet Highlights (as of) | Metric | March 31, 2025 (in thousands) | December 31, 2024 (in thousands) | Change (in thousands) | % Change | | :----------------------------------- | :----------------------------- | :----------------------------- | :-------------------- | :------- | | **Total Assets** | $128,876 | $132,682 | $(3,806) | (2.9)% | | Cash and cash equivalents | $293 | $738 | $(445) | (60.3)% | | Accounts receivable, net | $14,968 | $13,557 | $1,411 | 10.4% | | Inventory, net | $15,569 | $17,996 | $(2,427) | (13.5)% | | Property and equipment, net | $60,134 | $61,600 | $(1,466) | (2.4)% | | **Total Liabilities** | $134,382 | $123,845 | $10,537 | 8.5% | | Accounts payable | $23,313 | $23,296 | $17 | 0.1% | | Accrued expenses and other current liabilities | $25,248 | $19,842 | $5,406 | 27.2% | | Total debt | $43,144 | $42,288 | $856 | 2.0% | | Warrant liabilities | $8,067 | $3,264 | $4,803 | 147.2% | | **Total Stockholders' (Deficit) Equity** | $(5,506) | $8,837 | $(14,343) | (162.3)% | | Accumulated deficit | $(919,501) | $(899,683) | $(19,818) | 2.2% | Condensed Consolidated Statements of Cash Flows Highlights (Three Months Ended March 31) | Cash Flow Activity | March 31, 2025 (in thousands) | March 31, 2024 (in thousands) | Change (in thousands) | | :----------------- | :----------------------------- | :----------------------------- | :-------------------- | | Operating activities | $(2,993) | $(4,403) | $1,410 | | Investing activities | $0 | $(39) | $39 | | Financing activities | $2,320 | $6,227 | $(3,907) | | Net change in cash, cash equivalents and restricted cash | $(673) | $1,785 | $(2,458) | | Cash, cash equivalents and restricted cash at end of period | $10,304 | $11,948 | $(1,644) | [Unaudited Condensed Consolidated Balance Sheets](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Details the company's assets, liabilities, and stockholders' deficit as of March 31, 2025, compared to December 31, 2024 Condensed Consolidated Balance Sheets (in thousands) | Assets | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $293 | $738 | | Accounts receivable, net | $14,968 | $13,557 | | Inventory | $6,197 | $5,409 | | Prepaid expenses and other current assets | $622 | $857 | | Total current assets | $22,080 | $20,561 | | Property and equipment, net | $60,134 | $61,600 | | Goodwill | $7,347 | $7,347 | | Intangible assets, net | $8,880 | $9,248 | | Right-of-use assets - operating leases | $10,798 | $10,830 | | Restricted cash | $10,011 | $10,239 | | Inventory, net of current portion | $9,372 | $12,587 | | Other noncurrent assets | $254 | $270 | | **Total assets** | **$128,876** | **$132,682** | | Liabilities and Stockholders' (Deficit) Equity | | | | Accounts payable | $23,313 | $23,296 | | Accrued expenses and other current liabilities | $25,248 | $19,842 | | Acquisition-related contingent consideration | $0 | $650 | | Short-term debt - unaffiliated | $2,492 | $2,485 | | Short-term debt - related parties | $4,161 | $3,876 | | Deferred revenue | $3,476 | $3,531 | | Total current liabilities | $58,690 | $53,680 | | Deferred revenue, net of current portion | $2,804 | $2,724 | | Acquisition-related contingent consideration, net of current portion | $1,413 | $1,413 | | Long-term debt - related parties | $36,492 | $35,927 | | Long-term lease liabilities | $26,631 | $26,548 | | Warrant liabilities | $8,067 | $3,264 | | Deferred income tax liabilities | $9 | $9 | | Other liabilities | $276 | $280 | | **Total liabilities** | **$134,382** | **$123,845** | | Stockholders' (deficit) equity | | | | Common stock | $2 | $2 | | Additional paid-in capital | $913,993 | $908,523 | | Accumulated deficit | $(919,501) | $(899,683) | | Accumulated other comprehensive loss | $0 | $(5) | | **Total stockholders' (deficit) equity** | **$(5,506)** | **$8,837** | | **Total liabilities and stockholders' (deficit) equity** | **$128,876** | **$132,682** | [Condensed Consolidated Statements of Operations and Comprehensive Loss](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) Reports revenues, expenses, and net loss for the three months ended March 31, 2025, compared to the same period in 2024 Condensed Consolidated Statements of Operations and Comprehensive Loss (in thousands, except per share amounts) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----------------------------------- | :-------------------------------- | :-------------------------------- | | Net revenues | $11,426 | $14,681 | | Operating expenses | $21,912 | $22,057 | | Loss from operations | $(10,486) | $(7,376) | | Total other expense | $(9,268) | $(14,637) | | Loss before income taxes | $(19,754) | $(22,013) | | Net loss | $(19,754) | $(22,013) | | Comprehensive loss | $(19,749) | $(22,013) | | Net loss attributable to common shareholders | $(19,813) | $(22,013) | | Net loss per share – basic and diluted | $(0.84) | $(1.03) | | Weighted average shares outstanding – basic and diluted | 23,530,877 | 21,440,980 | [Condensed Consolidated Statements of Changes In Stockholders' (Deficit) Equity](index=10&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20In%20Stockholders'%20(Deficit)%20Equity) Details the changes in stockholders' deficit equity for the three months ended March 31, 2025 Condensed Consolidated Statements of Changes In Stockholders' (Deficit) Equity (in thousands, except share amounts) | Metric | Common Stock Shares (thousands) | Common Stock Amount (thousands) | Additional Paid-in Capital (thousands) | Accumulated Deficit (thousands) | Accumulated Other Comprehensive Income (Loss) (thousands) | Total Stockholders' (Deficit) Equity (thousands) | | :----------------------------------- | :------------------------------ | :------------------------------ | :------------------------------------- | :------------------------------ | :---------------------------------------- | :----------------------------------------------- | | Balances at January 1, 2025 | 22,546,671 | $2 | $908,523 | $(899,683) | $(5) | $8,837 | | Tax withholding on vesting of restricted stock units | — | — | $(98) | — | — | $(98) | | Vesting of restricted stock units | 87,419 | — | — | — | — | — | | Issuance of common stock to Dragasac in connection with warrant repricing | 1,188,255 | — | $2,460 | — | — | $2,460 | | Dragasac warrant inducement | — | — | $64 | $(64) | — | — | | Issuance of common stock consideration shares to Yorkville in connection with Side Letter | 100,000 | — | $149 | — | — | $149 | | Issuance of common stock in connection with settlement of debt | 21,739 | — | $51 | — | — | $51 | | Issuance and modification of warrants to C. V. Starr | — | — | $207 | — | — | $207 | | Changes in fair value of debt | — | — | — | — | $5 | $5 | | Stock-based compensation expense | — | — | $2,637 | — | — | $2,637 | | Net loss | — | — | — | $(19,754) | — | $(19,754) | | Balances at March 31, 2025 | 23,944,084 | $2 | $913,993 | $(919,501) | $0 | $(5,506) | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Summarizes cash inflows and outflows from operating, investing, and financing activities for the first quarter of 2025 Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :----------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(2,993) | $(4,403) | | Net cash used in investing activities | $0 | $(39) | | Net cash provided by financing activities | $2,320 | $6,227 | | Net (decrease) increase in cash, cash equivalents and restricted cash | $(673) | $1,785 | | Cash, cash equivalents and restricted cash at beginning of period | $10,977 | $10,163 | | Cash, cash equivalents and restricted cash at end of period | $10,304 | $11,948 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=13&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed explanations of the company's accounting policies and financial statement line items [1. Nature of Business](index=13&type=section&id=1.%20Nature%20of%20Business) Describes the company's focus on cell therapy and regenerative medicine, its history, and significant financial challenges - Celularity Inc is a cell therapy and regenerative medicine company focused on aging-related diseases, including cancer and degenerative diseases, headquartered in Florham Park, NJ[26][27] - The company faces **substantial doubt about its ability to continue as a going concern** due to significant operating losses (**$10.486 million** for Q1 2025), net cash used in operating activities (**$2.993 million** for Q1 2025), and an accumulated deficit of **$919.501 million** as of March 31, 2025[31][32][33] - The company is at risk of **delisting from Nasdaq** due to failure to timely file its Form 10-Q, with an exception granted until August 31, 2025, to regain compliance[38] [2. Summary of Significant Accounting Policies](index=15&type=section&id=2.%20Summary%20of%20Significant%20Accounting%20Policies) Outlines the basis of preparation for the financial statements and key accounting estimates and policies - The unaudited condensed consolidated financial statements are prepared in accordance with GAAP and SEC rules for interim financial statements[34][35][36] - Significant estimates are made for goodwill and intangible asset impairment, R&D expense accruals, and valuations of inventory, contingent consideration, debt, and warrants[37][39] - The company operates through three segments: Cell Therapy, Degenerative Disease, and BioBanking, with **significant customer concentration risk**[46][48][49] [3. Asset Acquisition](index=19&type=section&id=3.%20Asset%20Acquisition) Details the acquisition of the Rebound™ product and related assets from Sequence LifeScience, Inc - On October 9, 2024, Celularity acquired Sequence LifeScience, Inc's Rebound™ product and related assets for up to **$5.5 million**[53] - The transaction was accounted for as an asset acquisition, with contingent consideration recorded when resolved[55] Rebound Asset Acquisition Consideration and Assets Acquired (in thousands) | Category | Amount | | :--------------- | :----- | | Cash payment | $1,500 | | Contingent consideration | $650 | | **Total consideration** | **$2,150** | | Inventory acquired | $2,150 | | **Total assets acquired** | **$2,150** | [4. Fair Value of Financial Assets and Liabilities](index=19&type=section&id=4.%20Fair%20Value%20of%20Financial%20Assets%20and%20Liabilities) Presents the fair value measurements of the company's financial assets and liabilities, categorized by valuation methodology Fair Value Measurements of Liabilities (as of March 31, 2025, in thousands) | Liabilities | Level 1 | Level 2 | Level 3 | Total | | :----------------------------------- | :------ | :------ | :------ | :------ | | Acquisition-related contingent consideration obligations | $— | $— | $1,413 | $1,413 | | Contingent stock consideration | $— | $— | $27 | $27 | | Short-term debt - Yorkville convertible note | $— | $— | $1,792 | $1,792 | | Short-term debt - unsecured senior convertible notes | $— | $— | $700 | $700 | | Warrant liability – Purchaser | $— | $— | $301 | $301 | | Warrant liability – Purchase Agent | $— | $— | $58 | $58 | | Warrant liability – RWI Bridge Warrants | $— | $— | $4,672 | $4,672 | | Warrant liability - July 2023 Registered Direct Warrants | $— | $— | $1,016 | $1,016 | | Warrant liability - April 2023 Registered Direct Warrants | $— | $— | $971 | $971 | | Warrant liability - May 2022 PIPE Warrants | $— | $— | $466 | $466 | | Warrant liability - Sponsor Warrants | $— | $— | $8 | $8 | | Warrant liability - Public Warrants | $575 | $— | $— | $575 | | **Total** | **$575**| **$—** | **$11,424** | **$11,999** | - The fair value of contingent consideration obligations is determined using **Level 3 inputs** based on a probability-weighted income approach, with the liability remaining at **$1.413 million** as of March 31, 2025[61][62][63] - Warrant liabilities are valued using **Level 1 inputs** for Public Warrants and **Level 3 inputs** (Monte Carlo or Black-Scholes models) for other warrants[70] [5. Inventory](index=26&type=section&id=5.%20Inventory) Provides a breakdown of the company's inventory components and changes from the previous period Inventory Composition (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :--------------- | :------------- | :---------------- | | Raw materials | $42 | $42 | | Work in progress | $5,810 | $8,093 | | Finished goods | $11,697 | $11,964 | | Inventory, gross | $17,549 | $20,099 | | Less: inventory reserves | $(1,980) | $(2,103) | | **Inventory, net** | **$15,569** | **$17,996** | | Current portion | $6,197 | $5,409 | | Non-current portion | $9,372 | $12,587 | - **Net inventory decreased by $2.427 million** from December 31, 2024, to March 31, 2025, primarily due to decreases in work in progress and finished goods[74][75] [6. Prepaid Expenses and Other Current Assets](index=26&type=section&id=6.%20Prepaid%20Expenses%20and%20Other%20Current%20Assets) Details the composition of prepaid expenses and other current assets Prepaid Expenses and Other Current Assets (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :-------------------------- | :------------- | :---------------- | | Prepaid clinical expenses | $221 | $221 | | Prepaid insurance expense | $232 | $375 | | Other | $169 | $261 | | **Total** | **$622** | **$857** | - Total prepaid expenses and other current assets **decreased by $235 thousand**, primarily due to a decrease in prepaid insurance expense and other prepaid assets[76] [7. Property and Equipment, Net](index=26&type=section&id=7.%20Property%20and%20Equipment,%20Net) Shows the breakdown and changes in the company's net property and equipment Property and Equipment, Net (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Leasehold improvements | $73,211 | $73,211 | | Laboratory and production equipment | $14,093 | $14,093 | | Machinery, equipment and fixtures | $7,163 | $7,163 | | Property and equipment | $94,467 | $94,467 | | Less: Accumulated depreciation and amortization | $(34,333) | $(32,867) | | **Property and equipment, net** | **$60,134** | **$61,600** | - Net property and equipment **decreased by $1.466 million**, primarily due to accumulated depreciation and amortization[77] [8. Goodwill and Intangible Assets, Net](index=27&type=section&id=8.%20Goodwill%20and%20Intangible%20Assets,%20Net) Details the company's goodwill and net intangible assets, including amortization and impairment information - Goodwill remained unchanged at **$7.347 million** as of March 31, 2025, with no impairment recognized[78] Intangible Assets, Net (in thousands) | Category | March 31, 2025 | December 31, 2024 | Estimated Useful Lives | | :----------------------------------- | :------------- | :---------------- | :--------------------- | | Developed technology | $16,810 | $16,810 | 11 – 16 years | | Customer relationships | $2,413 | $2,413 | 10 years | | Trade names & trademarks | $570 | $570 | 10 – 13 years | | Reacquired rights | $4,200 | $4,200 | 6 years | | Less accumulated amortization | $(15,813) | $(15,445) | | | Amortizable intangible assets, net | $8,180 | $8,548 | | | Acquired IPR&D product rights | $700 | $700 | indefinite | | **Total intangible assets, net** | **$8,880** | **$9,248** | | - Net intangible assets **decreased by $368 thousand** due to amortization expense, with no impairment charges recorded[79][80] [9. Accrued Expenses and Other Current Liabilities](index=27&type=section&id=9.%20Accrued%20Expenses%20and%20Other%20Current%20Liabilities) Provides a breakdown of accrued expenses and other current liabilities Accrued Expenses and Other Current Liabilities (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | Accrued clinical trial expense | $189 | $189 | | Accrued professional fees | $691 | $691 | | Accrued wages, bonuses, commissions, and vacation | $6,845 | $5,797 | | Accruals for construction in progress | $150 | $135 | | Accrued interest | $3,151 | $1,798 | | Accrued compliance fee | $13,048 | $10,277 | | Other | $1,174 | $955 | | **Total** | **$25,248** | **$19,842** | - Total accrued expenses and other current liabilities **increased by $5.406 million**, driven by increases in accrued compliance fees and accrued interest[81] [10. Debt](index=27&type=section&id=10.%20Debt) Details the composition of the company's debt, including terms, maturity dates, and recent modifications Debt Composition (in thousands) | Category | March 31, 2025 | December 31, 2024 | | :----------------------------------- | :------------- | :---------------- | | **Debt - unaffiliated:** | | | | Yorkville - convertible promissory note | $1,792 | $1,865 | | Unsecured senior convertible notes | $700 | $620 | | Total debt - unaffiliated | $2,492 | $2,485 | | **Debt - related parties:** | | | | C.V. Starr Bridge Loan, net of discount | $5,665 | $5,652 | | RWI Bridge Loan, net of discount | $30,826 | $30,275 | | CEO promissory note | $4,161 | $3,876 | | Total debt - related parties | $40,652 | $39,803 | | **Total debt** | **$43,144** | **$42,288** | | **Balance sheet classification:** | | | | Short-term debt - unaffiliated | $2,492 | $2,485 | | Short-term debt - related parties | $4,161 | $3,876 | | Long-term debt - related parties | $36,492 | $35,927 | - **Total debt increased by $856 thousand** to **$43.144 million** as of March 31, 2025, with a significant portion related to bridge loans subject to forbearance agreements[82][83][106][120] - The Yorkville Convertible Promissory Note's maturity was extended to October 15, 2025, resulting in a **$233 thousand loss on debt extinguishment**[86][87][88][89] - The RWI Second Amended Bridge Loan and Amended RWI Loan, totaling **$30.826 million**, were fully satisfied on August 13, 2025, through an Asset Purchase Agreement with Celeniv Pte Ltd[118][119][120] [11. Leases](index=36&type=section&id=11.%20Leases) Describes the company's operating lease agreements, costs, and related liabilities - The company leases a 147,215 square foot facility in Florham Park, NJ, expiring in 2036[123] - A lease amendment in September 2023 reduced the letter of credit by **$4.9 million** in exchange for higher base rental payments[124] Operating Lease Costs (in thousands) | Lease Cost Category | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------ | :-------------------------------- | :-------------------------------- | | Operating lease cost | $978 | $978 | | Variable lease cost | $461 | $365 | | **Total operating lease cost** | **$1,439** | **$1,343** | - As of March 31, 2025, the weighted average remaining lease term was **21 years**, with total lease liabilities of **$26.631 million**[125] [12. Commitments and Contingencies](index=38&type=section&id=12.%20Commitments%20and%20Contingencies) Outlines the company's commitments, contingent considerations, and ongoing legal proceedings - Contingent consideration related to the Anthrogenesis and HLI CT acquisitions remained at **$1.413 million** as of March 31, 2025[126] - The company is involved in several legal proceedings, including a Civil Investigative Demand under the False Claims Act and lawsuits for unpaid invoices and services[132][133][134][135] - The company settled an agreement with Palantir Technologies Inc for **$3.5 million**, terminating the Master Subscription Agreement[129] [13. Equity](index=41&type=section&id=13.%20Equity) Details the company's equity structure, including common stock, preferred stock, warrants, and recent equity transactions - As of March 31, 2025, the company had **23,944,084 shares of Class A common stock outstanding**[137][144] - The company has an At-the-Market Sales Agreement for up to **$150 million** of Class A common stock, but no shares were issued under it in Q1 2025[145][147] - The company engaged in several registered direct offerings and PIPE transactions, issuing common stock and warrants with repricing and inducement events[148][150][153][156][158] Outstanding Warrants (as of March 31, 2025) | Warrant Type | Number of Shares | Exercise Price | Expiration Date | | :----------------------------------- | :--------------- | :------------- | :-------------- | | Public Warrants | 1,437,447 | $115.00 | July 16, 2026 | | Sponsor Warrants | 849,999 | $115.00 | July 16, 2026 | | May 2022 PIPE Warrants | 405,405 | $3.50 | Oct 10, 2028 | | March 2023 PIPE Warrants | 208,485 | $30.00 | Mar 27, 2028 | | March 2023 PIPE Warrants | 729,698 | $10.00 | Mar 27, 2028 | | March 2023 Loan Warrants | 75,000 | $1.69 | Mar 17, 2028 | | April 2023 Registered Direct Warrants | 435,625 | $7.50 | Oct 10, 2028 | | April 2023 Registered Direct Warrants | 487,451 | $3.50 | Oct 10, 2028 | | May 2023 PIPE Warrants | 581,394 | $10.00 | May 17, 2028 | | June 2023 Warrants | 50,000 | $1.69 | June 20, 2028 | | June 2023 Loan Warrants | 300,000 | $8.10 | June 20, 2028 | | July 2023 Registered Direct Warrants | 857,142 | $3.50 | Jan 31, 2029 | | January 2024 Bridge Loan - Tranche 1 Warrants | 1,650,000 | $2.49 | Jan 16, 2029 | | January 2024 Bridge Loan - Tranche 2 Warrants | 1,350,000 | $2.99 | July 15, 2029 | | March 2024 RWI Forbearance Warrants | 300,000 | $5.90 | June 20, 2028 | | November 2024 Purchaser Warrants | 263,156 | $2.85 | Nov 25, 2029 - Dec 3, 2029 | | November 2024 Placement Agent Warrants | 52,500 | $3.56 | Nov 25, 2029 - Dec 3, 2029 | | February 2025 Binding Term Sheet | 100,000 | $1.69 | Feb 11, 2030 | | **Total Outstanding Warrants** | **10,133,302** | | | [14. Stock-Based Compensation](index=50&type=section&id=14.%20Stock-Based%20Compensation) Discusses the company's equity incentive plans and stock-based compensation expenses - The 2021 Equity Incentive Plan has **1,232,176 shares available** for future grants as of March 31, 2025[175][177] - Stock-based compensation expense for Q1 2025 was **$2.637 million**, a decrease from $2.966 million in the prior year[196] - Unrecognized compensation cost for options was **$5.299 million**, and for RSUs was **$3.205 million**[186][194] - A strategic advisory agreement in May 2025 resulted in the issuance of 50,000 common shares and warrants to purchase 1,500,000 shares[189][190][191] [15. Revenue Recognition](index=55&type=section&id=15.%20Revenue%20Recognition) Provides a disaggregation of revenue by product and service type and discusses deferred revenue Disaggregated Revenue by Product and Services (in thousands) | Revenue Category | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------- | :-------------------------------- | :-------------------------------- | | Product sales, net | $9,018 | $12,843 | | Processing and storage fees, net | $1,408 | $1,287 | | License, royalty and other | $1,000 | $551 | | **Net revenues** | **$11,426** | **$14,681** | - **Net revenues decreased by $3.255 million (22.2%)** to $11.426 million for Q1 2025, primarily due to a **$3.825 million decrease in product sales**[197][269] - Deferred revenue from contract liabilities increased slightly to **$6.280 million** at March 31, 2025[198] [16. License and Distribution Agreements](index=56&type=section&id=16.%20License%20and%20Distribution%20Agreements) Summarizes key license and distribution agreements, including recent terminations and amendments - The Regeneron Services Agreement was **terminated by Regeneron** on August 6, 2025, with the remaining **$637 thousand** in deferred revenue to be recognized in Q3 2025[202] - The Genting Agreement was amended in January 2024 to include cell therapy products, with no revenue recognized to date[207] - The company granted BioCellgraft, Inc an exclusive license for dental market products for a total fee of **$5.0 million**[210] [17. Segment Information](index=58&type=section&id=17.%20Segment%20Information) Presents financial information for the company's three operating segments: Cell Therapy, Degenerative Disease, and BioBanking - The company operates through three distinct business segments: Cell Therapy, Degenerative Disease, and BioBanking[211][212] Segment Net Revenues (Three Months Ended March 31, 2025, in thousands) | Segment | Net Revenues | | :----------------- | :----------- | | Cell Therapy | $264 | | BioBanking | $1,408 | | Degenerative Disease | $9,754 | | Other | $0 | | **Total** | **$11,426** | Segment Contribution (Three Months Ended March 31, 2025, in thousands) | Segment | Segment Contribution | | :----------------- | :------------------- | | Cell Therapy | $(2,993) | | BioBanking | $830 | | Degenerative Disease | $1,662 | | Other | $(9,617) | | **Total** | **$(10,118)** | [18. Related Party Transactions](index=60&type=section&id=18.%20Related%20Party%20Transactions) Discloses transactions with related parties, including the CEO and affiliated companies - Dr Robert Hariri, CEO, temporarily reduced his salary to minimum wage, with **$1.439 million** accrued as of March 31, 2025[215][216] - Dr Hariri provided two loans to the company totaling **$1.285 million**, both bearing 15% interest[217][218] - The company entered into a Technology Services Agreement with Fountain Life Management LLC, a related party[221] [19. Subsequent Events](index=60&type=section&id=19.%20Subsequent%20Events) Describes significant events that occurred after the balance sheet date but before the financial statements were issued - The company entered into multiple merchant cash advance agreements with Genesis Equity Group Funding LLC, totaling **$3.96 million** in purchased receivables[222][231] - On August 13, 2025, the company sold certain intellectual property to Celeniv Pte Ltd for **$33.812 million** to satisfy the RWI Bridge Loan[228] - The company completed two private placements in June and July 2025, raising a combined **$3.035 million**[224][226] [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=63&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Provides management's perspective on the company's financial condition and results of operations for Q1 2025 - Celularity is a regenerative and cellular medicines company focused on aging-related diseases, developing off-the-shelf placental-derived products and cell therapy candidates[233] - The company plans to submit a 510(k) application for **Celularity Tendon Wrap (CTW)** in H2 2025 and is assessing opportunities for its MLASCs cell therapy candidates[234] - **Net revenues for Q1 2025 decreased by 22.2%** to $11.4 million, primarily due to a 29.8% decrease in product sales[269][270] - **Research and development expenses decreased by 36.2%** to $3.7 million, while selling, general and administrative expenses increased slightly by 1.7% to $14.3 million[271][272] - The company used **$3.0 million in operating cash flows** in Q1 2025, an improvement from $4.4 million used in Q1 2024[282][284] [Overview](index=63&type=section&id=Overview) Summarizes the company's business, product pipeline, and commercial operations - Celularity is a regenerative and cellular medicines company focused on aging-related diseases, including cancer and degenerative diseases[233] - The company's biomaterial product pipeline includes Celularity Tendon Wrap (CTW) with a **510(k) application expected in H2 2025**[234] - Celularity operates a commercial biobanking business under the **LifebankUSA brand**, offering collection, processing, and cryogenic storage services[235] [Recent Developments](index=64&type=section&id=Recent%20Developments) Highlights key corporate and financial events that have occurred recently - Celularity entered into multiple merchant cash advance (MCA) agreements, transferring rights to **$3.96 million** in future receivables for **$2.376 million** in upfront cash[237][231] - The maturity date of the Convertible Promissory Note with Yorkville was **extended to October 15, 2025**[238] - Nasdaq issued a **delisting notice** due to the company's failure to timely file its Form 10-Q, with an exception granted until August 31, 2025[239] - The company completed private placements in June and July 2025, raising approximately **$3.035 million**[240][242] - On August 13, 2025, Celularity sold intellectual property to Celeniv Pte Ltd for **$33.812 million** to satisfy the RWI Bridge Loan[245] [Going Concern](index=66&type=section&id=Going%20Concern) Discusses the substantial doubt about the company's ability to continue as a going concern due to financial challenges - The company's ability to continue as a going concern is in **substantial doubt** due to significant operating losses (**$10.5 million** for Q1 2025) and an accumulated deficit of **$919.5 million**[250] - **Additional outside capital is required** to fund future operations, but sufficient capital for the next 12 months has not been secured[250][251] - Approximately **$6.3 million of principal debt** is outstanding and due within one year, with substantially all subject to forbearance agreements[250] - The company faces **potential delisting from Nasdaq** due to late Form 10-Q filing, which could materially adversely affect its ability to continue as a going concern[250][251] [Business Segments](index=68&type=section&id=Business%20Segments) Describes the company's three operational segments: Cell Therapy, Degenerative Disease, and BioBanking - Celularity manages operations through three segments: Cell Therapy, Degenerative Disease, and BioBanking[253] - The **Cell Therapy segment has not generated revenue** from product sales to date, as its programs are in development[253] [Acquisitions and Divestitures](index=68&type=section&id=Acquisitions%20and%20Divestitures) Outlines the company's history of strategic acquisitions to build its portfolio - In May 2017, Celularity acquired HLI Cellular Therapeutics, LLC (LifebankUSA) and its biomaterial assets[255] - In August 2017, the company acquired Anthrogenesis, gaining a portfolio of pre-clinical and clinical stage assets[256] - On October 9, 2024, Celularity acquired Sequence LifeScience, Inc's Rebound™ product and related assets for up to **$5.5 million**[257] [Licensing Agreements](index=68&type=section&id=Licensing%20Agreements) Details significant licensing agreements that are part of the company's business strategy - The Celgene License grants Celgene a worldwide, royalty-free, non-exclusive license to certain intellectual property[259] - The CVR Agreement with Celgene entitles holders to potential milestone payments and royalties, though no payments have been made to date[260] - The multi-year Regeneron Services Agreement was **terminated by Regeneron** on August 6, 2025[261] - A license agreement with BioCellgraft, Inc grants exclusive rights for the dental market for total license fees of **$5.0 million**[262] [Components of Operating Results](index=69&type=section&id=Components%20of%20Operating%20Results) Explains the key line items that constitute the company's operating results - Net revenues include sales of biomaterial products and fees for biobanking services[263] - Cost of revenues covers labor, material, and overhead for the biobanking and degenerative disease segments[264] - Research and development expenses are primarily for scientific research, pre-clinical studies, and clinical development of NK cell programs[265] - Selling, general and administrative expenses include personnel costs for executive management, finance, legal, HR, and IT[266] - Changes in the fair value of contingent consideration liability are remeasured each reporting period and recorded in the statements of operations[267] [Results of Operations](index=70&type=section&id=Results%20of%20Operations) Provides a detailed comparison and analysis of the company's operating results for Q1 2025 versus Q1 2024 Comparison of Three Months Ended March 31, 2025 to March 31, 2024 (in thousands) | Metric | March 31, 2025 | March 31, 2024 | Increase (Decrease) | Percent Increase (Decrease) | | :----------------------------------- | :------------- | :------------- | :------------------ | :-------------------------- | | Net revenues | $11,426 | $14,681 | $(3,255) | (22.2)% | | Product sales | $9,018 | $12,843 | $(3,825) | (29.8)% | | Services | $1,408 | $1,287 | $121 | 9.4% | | License, royalty and other | $1,000 | $551 | $449 | 81.5% | | Total operating expenses | $21,912 | $22,057 | $(145) | (0.7)% | | Cost of revenues (excl. amortization)| $3,554 | $1,640 | $1,914 | 116.7% | | Research and development | $3,728 | $5,843 | $(2,115) | (36.2)% | | Selling, general and administrative | $14,262 | $14,028 | $234 | 1.7% | | Amortization of acquired intangible assets | $368 | $546 | $(178) | (32.6)% | | Loss from operations | $(10,486) | $(7,376) | $(3,110) | 42.2% | | Total other expense | $(9,268) | $(14,637) | $5,369 | (36.7)% | | Interest income | $76 | $110 | $(34) | (30.9)% | | Interest expense | $(2,437) | $(1,148) | $(1,289) | 112.3% | | Change in fair value of warrant liabilities | $242 | $(8,875) | $9,117 | (102.7)% | | Loss on debt extinguishment | $(5,736) | $(3,908) | $(1,828) | 46.8% | - **Net revenues decreased by $3.3 million (22.2%)** to $11.4 million, primarily due to a $3.8 million decrease in product sales[269] - **Cost of revenues increased by $1.9 million (117%)** to $3.6 million, driven by a $0.7 million write-off of Interfyl bulk material costs[270] - **Research and development expenses decreased by $2.1 million (36.2%)** to $3.7 million, mainly due to lower lab supplies and personnel costs[271][272] - **Total other expense decreased by $5.369 million (36.7%)** to $9.3 million, primarily due to a positive change in fair value of warrant liabilities[273] [Liquidity and Capital Resources](index=72&type=section&id=Liquidity%20and%20Capital%20Resources) Discusses the company's liquidity position, sources of capital, and funding requirements - As of March 31, 2025, the company had **$0.3 million in unrestricted cash** and an accumulated deficit of **$919.5 million**, indicating insufficient liquidity[274][277] - The company relies on revenues from biomaterials and biobanking, and financing activities to fund operations[274] - The CEO extended his outstanding loans to December 31, 2025, and the company received **$2.46 million** from warrant exercises in January 2025[275][276] - The company anticipates needing **substantial additional funding** through equity, debt, or collaborations to support R&D and commercialization[278][279] [Cash Flows](index=73&type=section&id=Cash%20Flows) Analyzes the changes in cash flows from operating, investing, and financing activities Summary of Cash Flows (Three Months Ended March 31, in thousands) | Cash Flow Activity | 2025 | 2024 | Change | | :----------------- | :------- | :------- | :------- | | Operating activities | $(2,993) | $(4,403) | $1,410 | | Investing activities | $0 | $(39) | $39 | | Financing activities | $2,320 | $6,227 | $(3,907) | | Net change in cash, cash equivalents and restricted cash | $(673) | $1,785 | $(2,458) | - **Net cash used in operating activities decreased by $1.410 million** to $3.0 million in Q1 2025, primarily due to lower R&D costs and higher working capital[282] - **Net cash provided by financing activities decreased by $3.907 million** to $2.3 million in Q1 2025, mainly due to lower proceeds from warrants and PIPE offerings[284] [Critical Accounting Policies](index=73&type=section&id=Critical%20Accounting%20Policies) States that there have been no significant changes to the company's critical accounting policies - There have been **no significant changes** in the company's critical accounting policies during the three months ended March 31, 2025[286] [Recent Accounting Pronouncements](index=73&type=section&id=Recent%20Accounting%20Pronouncements) Discusses recently issued accounting standards that may impact the company's financial statements - The company is evaluating the effect of ASU 2023-09 (Income Tax Disclosures) and ASU 2024-03 (Disaggregation of Income Statement Expenses)[50][51] - The One Big Beautiful Bill Act (OBBBA), signed July 4, 2025, makes permanent key elements of the Tax Cuts and Jobs Act, and its impact is being evaluated[52][241] [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=73&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) This section states that there are no applicable quantitative and qualitative disclosures about market risk for the reported period - The company has **no applicable** quantitative and qualitative disclosures about market risk for the period[288] [Item 4. Controls and Procedures](index=73&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of March 31, 2025 - Management concluded that disclosure controls and procedures were **not effective** as of March 31, 2025, due to material weaknesses in internal control and failure to timely file reports[291] - Identified material weaknesses include failures in control environment, risk assessment, control activities, information and communication, and monitoring[294] - **Remediation efforts** include hiring additional accounting personnel, formalizing roles, and engaging an outside firm for internal control documentation and design[292][294] [Evaluation of Disclosure Controls and Procedures](index=73&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Details the conclusion that disclosure controls were ineffective due to material weaknesses and late filings - Disclosure controls and procedures were deemed **ineffective** as of March 31, 2025, due to material weaknesses in internal control over financial reporting and the failure to timely file reports[291] - Material weaknesses identified include deficiencies in control environment, risk assessment, control activities, information and communication, and monitoring processes[294] [Changes in Internal Control over Financial Reporting](index=75&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) Reports on changes in internal controls during the quarter - No changes in internal controls occurred during Q1 2025 that materially affected or are likely to materially affect internal control, other than ongoing remediation efforts[293] [PART II. OTHER INFORMATION](index=76&type=section&id=PART%20II.%20OTHER%20INFORMATION) This part provides information on legal proceedings, risk factors, unregistered sales of securities, and other required disclosures [Item 1. Legal Proceedings](index=76&type=section&id=Item%201.%20Legal%20Proceedings) Celularity is involved in several legal proceedings, including a Civil Investigative Demand and various claims for unpaid services - The company received a **Civil Investigative Demand** under the False Claims Act concerning claims submitted to Medicare/Medicaid for its products[297] - Celularity filed a complaint against Evolution Biologyx, LLC to recover approximately **$2.350 million** in unpaid invoices[298] - A judgment was entered against the company for **$350 thousand** in favor of TargetCW, and Hackensack Meridian Health filed a complaint seeking **$946 thousand**[299][300] - Clinical Resource Network filed a complaint seeking **$176 thousand** for unpaid payrolling services[301] [Item 1A. Risk Factors](index=77&type=section&id=Item%201A.%20Risk%20Factors) This section refers to the comprehensive risk factors detailed in the company's Annual Report on Form 10-K - The company's operations and financial results are subject to various risks and uncertainties, as described in its **Annual Report on Form 10-K** for the year ended December 31, 2024[302] [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=77&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company issued several unregistered equity securities to employees, consultants, and note holders - On January 3, 2025, **21,739 shares** of Class A common stock were issued to a former employee as part of a settlement agreement[303] - On May 19, 2025, **50,000 shares** of Class A common stock were issued to a consultant for business development and strategic advisory services[304] - On June 25, 2025, **490,632 shares** of Class A common stock were issued to holders of unsecured senior convertible notes following a conversion price amendment[306] [Item 3. Defaults Upon Senior Securities](index=77&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This section states that there were no defaults upon senior securities during the reported period - There were **no defaults** upon senior securities during the period[307] [Item 4. Mine Safety Disclosures](index=77&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section indicates that mine safety disclosures are not applicable to the company - Mine safety disclosures are **not applicable** to the company[308] [Item 5. Other Information](index=77&type=section&id=Item%205.%20Other%20Information) No directors or officers adopted or terminated Rule 10b5-1 trading plans during the fiscal quarter - No directors or officers adopted or terminated **Rule 10b5-1 trading plans** or non-Rule 10b5-1 trading plans during the fiscal quarter[309] [Item 6. Exhibits](index=77&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including various agreements and officer certifications - The exhibits include various agreements related to securities purchases, warrant adjustments, amended warrants, and promissory notes, along with officer certifications[310][311]

Core Viewpoint - Celularity Inc. has successfully restructured its balance sheet by retiring all senior secured debt amounting to $32.0 million and associated unpaid interest of $9.6 million through an Asset Purchase Agreement and a License Agreement with Celeniv Pte. Ltd. [1][4] Financial Restructuring - The company sold its intellectual property assets to Celeniv for $33,812,230, which was utilized to pay off a $27 million senior secured loan and a $6.812 million Promissory Note [3][5] - The restructuring has resulted in the complete removal of senior secured debt, which was due for repayment in February 2026, enhancing the company's financial flexibility [4][5] Agreements and Options - Under the License Agreement, Celularity retains exclusive rights to use the intellectual property for an initial term of five years, with options for renewal and repurchase [2][4] - The company has an exclusive five-year option to repurchase the assets from Celeniv, providing additional strategic flexibility [2][4] Internal Restructuring - Celularity has established operating subsidiaries for its four commercial business units: advanced biomaterial products, longevity-focused cellular therapeutics, biobanking services, and contract manufacturing and development services [5][6] - This internal restructuring aims to optimize efficiency and financial performance across its commercial units [5][7] Company Overview - Celularity Inc. focuses on developing, manufacturing, and commercializing advanced biomaterial products and cell therapies derived from postpartum placenta, targeting age-related and degenerative diseases [8]

Fountain Life operates four flagship longevity centers, including two in Florida, where a new state law effective July 1, 2025, authorizes licensed physicians to administer stem cell therapies to members with conditions in orthopedics, wound care, and pain management. FLORHAM PARK, N.J., July 09, 2025 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company focused on addressing age-related and degenerative diseases, announced today that it entered into ...

Core Viewpoint - A new Florida law effective July 1, 2025, allows physicians to provide investigational stem cell therapies for orthopedics, wound care, and pain management, with strict safety and ethical standards in place [1][2]. Group 1: New Legislation - The law permits the use of stem cell therapies not yet approved by the FDA, with strict limits on the sources of stem cells, which must come from FDA-registered facilities [2][4]. - Physicians are required to obtain informed consent from patients before administering these therapies [2]. Group 2: Company Positioning - Celularity Inc. is prepared to supply ethically sourced stem cells for these treatments and has a facility that complies with the new law's requirements [2][4]. - The company has extensive knowledge and real-world data from clinical trials related to the therapies authorized under the new law [3][4]. Group 3: Industry Impact - The Florida Medical Association was involved in crafting the legislation to balance public protection against ineffective therapies and avoid overregulation of physicians [4]. - The law is seen as a potential model for other states, emphasizing the role of physicians in assessing the best therapeutic approaches for patients [4]. Group 4: Company Overview - Celularity Inc. specializes in regenerative and cellular medicine, focusing on placental-derived cell therapies and advanced biomaterial products [5]. - The company aims to address significant unmet global needs for effective and affordable therapies by utilizing the unique biology of the placenta [5].

Core Points - Celularity Inc. has terminated its Chief Financial Officer, David Beers, effective immediately, without cause, and this decision is not related to the company's financial performance or reporting practices [1] - Joseph DosSantos, the current Senior Vice President of Finance, has been appointed as the interim CFO while the company searches for a new CFO [2] - The company has retained CFO Squad, a financial and business advisory firm, to provide outsourced accounting and consulting services during this transition period, focusing on SEC and financial reporting support [3] Company Overview - Celularity Inc. is a regenerative and cellular medicine company that develops and commercializes advanced biomaterial products and allogeneic, cryopreserved, placental-derived cell therapies, utilizing the postpartum placenta [4]

Highlights the unique potential of Celularity’s proprietary advanced biomaterial technology as a novel cellular delivery system for ocular surface reconstructionSupports broad range of regenerative medicine applications beyond ophthalmology FLORHAM PARK, N.J., June 02, 2025 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a regenerative and cellular medicine company, today announced its research published in the May 29, 2025, issue of the peer-reviewed journal Regenerative ...

Core Points - Celularity Inc. has been notified by Nasdaq for not timely filing its Quarterly Report on Form 10-Q for the period ended March 31, 2025, resulting in non-compliance with Listing Rule 5250 (c)(1) [1] - The notice from Nasdaq does not have an immediate effect on the listing or trading of the Company's shares, and the Company has 60 calendar days to submit a compliance plan [2] - The Company is actively working to complete its Form 10-Q and anticipates maintaining compliance with SEC reporting obligations [3] Company Overview - Celularity Inc. is a regenerative and cellular medicine company focused on developing and commercializing advanced biomaterial products and allogeneic, cryopreserved, placental-derived cell therapies, utilizing the postpartum placenta [4]

[Management Commentary](index=1&type=section&id=Management%20Commentary) Management highlights strong 2024 performance with Biovance® revenue growth and positive FDA feedback, anticipating continued momentum - Net revenue growth was primarily driven by the strong performance of commercial-stage advanced biomaterial products, particularly the Biovance® product line[2](index=2&type=chunk) - The company received favorable recommendation letters from the U.S. FDA's Tissue Reference Group for new additions to its portfolio of human placental-derived biomaterial products[2](index=2&type=chunk) - Management anticipates continued momentum in 2025, leveraging its unique business model, technical infrastructure, and human capital[2](index=2&type=chunk) [Financial Highlights](index=1&type=section&id=Financial%20Highlights) Celularity reported **138.1% net revenue growth to $54.2 million** and **57.0% reduced operating expenses**, significantly narrowing loss from operations Key Financial Metrics (FY 2024 vs. FY 2023) | Metric | FY 2024 (million USD) | FY 2023 (million USD) | Change (million USD) | % Change | | :--- | :--- | :--- | :--- | :--- | | Net Revenues | $54.2 | $22.8 | +$31.4 | +138.1% | | Total Operating Expenses | $92.6 | $215.1 | -$122.5 | -57.0% | | Loss from Operations | $38.4 | $192.3 | -$153.9 | -80.1% | - The primary driver of revenue growth was a **$22.2 million (168.7%) increase** in product sales within wound care applications[3](index=3&type=chunk) - The significant decrease in operating expenses is mainly attributable to the non-recurrence of goodwill and in-process research and development (IPR&D) impairments, which were major expenses in 2023[4](index=4&type=chunk) [Detailed Financial Results](index=2&type=section&id=Detailed%20Financial%20Results) Detailed financial results show significant revenue growth and reduced operating expenses due to no impairment charges, impacting balance sheet assets, liabilities, and equity [Results of Operations (Income Statement)](index=2&type=section&id=Results%20of%20Operations) Consolidated Statement of Operations (in thousand USD) | Line Item | 2024 (thousand USD) | 2023 (thousand USD) | % Change | | :--- | :--- | :--- | :--- | | **Total revenues** | **$54,220** | **$22,771** | **138.1%** | | Product sales, net | $35,336 | $13,149 | 168.7% | | License, royalty and other | $13,744 | $4,181 | 228.7% | | **Total operating expenses** | **$92,578** | **$215,058** | **(57.0)%** | | R&D | $17,386 | $30,465 | (42.9)% | | SG&A | $58,643 | $50,576 | 16.0% | | Goodwill impairment | $0 | $112,347 | (100.0)% | | IPR&D impairment | $0 | $107,800 | (100.0)% | | **Loss from operations** | **$(38,358)** | **$(192,287)** | **(80.1)%** | - No goodwill or IPR&D impairment charges were recorded in 2024, compared to a combined **$220.1 million** in such charges in 2023, which was the primary reason for the large decrease in total operating expenses[5](index=5&type=chunk) [Financial Position (Balance Sheet)](index=3&type=section&id=Financial%20Position) Consolidated Balance Sheet Highlights (in thousand USD) | Line Item | Dec 31, 2024 (thousand USD) | Dec 31, 2023 (thousand USD) | | :--- | :--- | :--- | | Cash and cash equivalents | $738 | $227 | | Total current assets | $20,561 | $19,793 | | **Total assets** | **$132,682** | **$143,889** | | Total current liabilities | $53,680 | $67,298 | | **Total liabilities** | **$123,845** | **$102,929** | | **Total stockholders' equity** | **$8,837** | **$40,960** | - Total liabilities increased from **$102.9 million to $123.8 million**, while stockholders' equity decreased sharply from **$41.0 million to $8.8 million** year-over-year[7](index=7&type=chunk) - The company's debt structure shifted, with short-term debt decreasing significantly while long-term debt from related parties increased to **$35.9 million**[7](index=7&type=chunk) [Company Overview](index=4&type=section&id=About%20Celularity) Celularity is a regenerative and cellular medicine company developing advanced biomaterial products and cell therapies from postpartum placenta for global health needs - The company's focus is on developing therapeutic solutions from the postpartum placenta[8](index=8&type=chunk) - Celularity aims to address significant unmet global needs with effective, accessible, and affordable therapies[8](index=8&type=chunk)