Celularity Announces Closing of Transaction with NexGel

Celularity (Nasdaq: CELU) closed a transaction with NexGel on April 21, 2026, selling certain commercial and other assets from its biomaterials product portfolio.

Rhea-AI Summary

Celularity (Nasdaq: CELU) closed a transaction with NexGel on April 21, 2026, selling certain commercial and other assets from its biomaterials product portfolio.

Celularity received $13.3 million consideration: $8.3M cash at closing and a $5.0M convertible promissory note, plus up to $20.0M in milestone payments and royalties. The deal enabled retirement of nearly $13.0M of debt and aims to refocus resources on Celularity’s longevity therapeutic pipeline and manufacturing platform.

Positive

• Upfront consideration of $13.3M received
• Potential additional $20.0M in milestone payments
• Retired nearly $13.0M of debt
• Preserves royalty upside on licensed development-stage products

Negative

• Upfront cash was $8.3M, with material upside contingent
• Received $5.0M convertible note rather than all cash
• Direct commercial control of sold biomaterials assets transferred to NexGel

Argus Apr 21 session

-1.61% close to close 1.5x rel. volume Open Argus

Details

News Market Reaction – CELU

On Apr 21, the day this news came out, CELU closed 1.61% below the previous close.

Data tracked by StockTitan Argus for the Apr 21 session.

Key Figures

Aggregate consideration: $13.3 million Cash at closing: $8.3 million Convertible note: $5.0 million +2 more

Aggregate consideration

$13.3 million

Total consideration from NexGel transaction

Cash at closing

$8.3 million

Immediate cash proceeds from NexGel deal

Convertible note

$5.0 million

Convertible promissory note from NexGel

Milestone potential

Up to $20.0 million

Future milestone payments based on net sales thresholds

Debt retired

Nearly $13.0 million

Debt retired using proceeds from the transaction

Historical Context

5 past events · Latest: Mar 12

5 events

1. Mar 12

   Partnership reiteration

   24h Move

   -0.8%

   Reiterated commercialization partnership with NEXGEL and expected closing timeline.

2. Mar 10

   License deal

   24h Move

   +11.2%

   Exclusive biomaterials license with up to $35M plus future royalties.

3. Feb 10

   NOL sale proceeds

   24h Move

   -2.3%

   Received $12.2M non-dilutive cash from NJ NOL and R&D credit sales.

4. Dec 26

   Reimbursement update

   24h Move

   +1.5%

   CMS withdrawal of LCDs left Medicare rates intact and removed many competitors.

5. Dec 22

   Financing closed

   24h Move

   -2.3%

   Closed $10M financing with additional $2M potential via term loan and convertibles.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

convertible promissory note, milestone payments, royalties

3 terms

convertible promissory note financial

"and a $5.0 million convertible promissory note from NexGel."

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

milestone payments financial

"eligible to receive up to $20.0 million in future milestone payments based on net sales"

Milestone payments are predetermined sums a company agrees to pay or receive when specific development, regulatory, or commercial goals are reached in a partnership or license deal. Think of them like progress bonuses: they turn uncertain future outcomes into conditional cash events, so investors track them as potential sources of revenue, value inflection points, and risk—payments only arrive if the agreed milestones are actually achieved.

royalties financial

"and royalties on net sales of certain development-stage products"

Payments made to the owner of an asset or intellectual property each time that asset is used or a product is sold, often calculated as a percentage of sales or a set amount per unit. Royalties matter to investors because they create predictable, ongoing income streams and affect a company’s cash flow and valuation—like a landlord collecting rent or an author getting a steady cut whenever a book is sold.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FLORHAM PARK, N.J., April 21, 2026 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity”), a longevity-focused regenerative and cellular medicine company, today announced the closing of its previously announced transaction with NexGel, Inc. (“NexGel”), pursuant to which NexGel acquired certain commercial and other assets related to Celularity’s biomaterials product portfolio and received an exclusive license to develop and commercialize specified products. The transaction is intended to monetize Celularity’s biomaterials portfolio while enabling it to further concentrate resources on advancing its longevity-focused therapeutic pipeline and scalable manufacturing platform.

Under the terms of the transaction, Celularity received aggregate consideration of $13.3 million, consisting of $8.3 million in cash at closing and a $5.0 million convertible promissory note from NexGel. In addition, Celularity remains eligible to receive up to $20.0 million in future milestone payments based on net sales thresholds, and royalties on net sales of certain development-stage products, in each case subject to the terms of the transaction documents. The transaction also enabled Celularity to retire nearly $13.0 million of debt, strengthening Celularity’s balance sheet and capital position while preserving future economic participation in certain licensed development-stage programs.

“This transaction with NexGel marks an important step in Celularity’s ongoing efforts to sharpen strategic focus, monetize non-core biomaterials assets and strengthen Celularity’s capital position as we advance our longevity-focused strategy,” said Robert J. Hariri, M.D., Ph.D., Celularity’s Founder, Chairman and Chief Executive Officer. “By streamlining our biomaterials activities while retaining the opportunity to participate in future milestone and royalty economics, we are further aligning resources around high-value cellular therapeutics and other programs targeting the fundamental mechanisms of aging.”

About Celularity

Celularity Inc. (Nasdaq: CELU) is a longevity-focused regenerative and cellular medicine company developing and manufacturing allogeneic and autologous cell therapies derived from the postpartum placenta. Celularity leverages the placenta’s unique biology, immunologic properties, and scalable availability to develop therapeutic solutions targeting fundamental mechanisms of aging and age-related disease.

For more information, please visit www.celularity.com.

Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding the expected benefits of the transaction with NexGel, Celularity’s ability to receive future royalty and milestone payments, the anticipated balance sheet and capital position benefits of the transaction, and Celularity’s strategic plans, including its longevity-focused strategy, and Celularity’s ability to realize the anticipated strategic and financial benefits of the transaction. These forward-looking statements are based on current beliefs, expectations and assumptions and are subject to substantial risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, risks related to NexGel’s commercialization of the licensed products, the achievement of royalty and milestone thresholds, and other risks and uncertainties described in Celularity’s filings with the Securities and Exchange Commission. Celularity undertakes no obligation to update any forward-looking statements except as required by law.

Investor Contact:

Carlos Ramirez
Senior Vice President, Celularity Inc.
Carlos.ramirez@celularity.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Celularity announce about the NexGel transaction (CELU) on April 21, 2026?

Celularity closed an asset sale to NexGel for $13.3M consideration, including cash and a note. According to the company, the deal included $8.3M cash, a $5.0M convertible promissory note, milestone rights and royalties.

How much cash did Celularity (CELU) receive from the NexGel deal at closing?

Celularity received $8.3 million in cash at closing of the NexGel transaction. According to the company, the remaining upfront consideration was a $5.0M convertible promissory note.

What future payments could Celularity (CELU) receive under the NexGel agreement?

Celularity is eligible for up to $20.0 million in milestone payments plus royalties on certain products. According to the company, these amounts are contingent on net sales thresholds and transaction terms.

How did the NexGel transaction affect Celularity’s debt position (CELU)?

The transaction enabled Celularity to retire nearly $13.0 million of debt, strengthening its balance sheet. According to the company, this retirement was a stated outcome of the transaction proceeds and structure.

Why did Celularity (CELU) sell its biomaterials assets to NexGel?

Celularity said the asset sale was intended to monetize non-core biomaterials and refocus on its longevity therapeutic pipeline. According to the company, the deal realigns resources toward cellular therapeutics and scalable manufacturing.