Celularity Announces Filing of Form 10-K, Regains Nasdaq Compliance and Highlights Continued Strategic Transformation
Rhea-AI Summary
Celularity (Nasdaq: CELU) filed its Annual Report on Form 10-K for fiscal 2025 on May 1, 2026 and has regained compliance with Nasdaq Listing Rule 5250(c)(1). The company said it completed strategic actions including an out-license of its biomaterials portfolio, a realignment of non-core personnel and a $13 million reduction in recorded liabilities. Management characterized the moves as sharpening strategic focus and strengthening the balance sheet to concentrate on core longevity and cell therapy platforms.
Positive
- Regained Nasdaq compliance under Listing Rule 5250(c)(1)
- Recorded liabilities reduced by approximately $13 million
- Out-license of biomaterials portfolio completed, transferring related employees
- Focused repositioning toward longevity and cell therapy platforms
Negative
- Delayed Form 10-K filing triggered Nasdaq noncompliance notification
- Realignment included departure of certain executive officers
- Performed non-core personnel reductions during reorganization
News Market Reaction – CELU
In the May 4 session, CELU gained 2.83%, reflecting a moderate positive market reaction. Argus tracked a peak move of +22.8% during that session. Our momentum scanner triggered 10 alerts that day, indicating notable trading interest and price volatility.
Data tracked by StockTitan Argus on the day of publication.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Apr 21 | Asset sale close | Positive | -1.6% | Closed NexGel biomaterials asset sale and retired nearly $13M of debt. |
| Apr 17 | Nasdaq notice | Negative | +0.8% | Received Nasdaq non-compliance notice for delayed Form 10-K filing. |
| Mar 12 | Partnership update | Positive | -0.8% | Reiterated NEXGEL biomaterials partnership and outlined expected closing timeline. |
| Mar 10 | License financing | Positive | +11.2% | Announced up to $35M strategic license deal to strengthen capital position. |
| Feb 10 | Tax asset sale | Positive | -2.3% | Received $12.2M cash from sale of NJ NOLs and R&D tax credits. |
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Recent history shows frequent divergences where strategic or financing positives were followed by muted or negative 24h price reactions.
Over the past few months, Celularity announced several balance-sheet and strategic steps, including a $35 million biomaterials license deal on Mar 10, a biomaterials transaction closing with NexGel on Apr 21, and $12.2 million in cash from New Jersey NOL and R&D credit sales on Feb 10. It also addressed a Nasdaq late-filing notice on Apr 17. Today’s news that the Form 10-K was filed and listing compliance was regained continues this focus on cleanup and strategic refocusing.
Key Terms
form 10-k regulatory
nasdaq listing rule 5250(c)(1) regulatory
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Company advances focused strategy, strengthens balance sheet and positions business for long-term growth
FLORHAM PARK, N.J., May 01, 2026 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a longevity-focused regenerative and cellular medicine company, today announced that it has filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and has regained compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the U.S. Securities and Exchange Commission.
As previously disclosed, on April 16, 2026, the Company received a notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that the Company was not in compliance with Nasdaq’s continued listing requirements due to the delayed filing of its Form 10-K. On May 1, 2026, Nasdaq Listing Qualifications notified the Company that, based on the April 30, 2026 filing of Celularity’s Form 10-K, Nasdaq Staff determined that Celularity complies with Nasdaq Listing Rule 5250(c)(1) and that the matter is now closed.
“We are pleased to have completed our Form 10-K filing and regained compliance with Nasdaq’s reporting requirements,” said Robert J. Hariri, M.D., Ph.D., Chairman and Chief Executive Officer. “This is an important milestone for Celularity, but more importantly, it reflects the significant progress we are making as we build a stronger, more focused and more resilient company for the future.”
Dr. Hariri continued, “Over the past several months, we have taken purposeful steps to sharpen Celularity’s strategic focus, strengthen our balance sheet and align our organization around opportunities we believe can drive long-term value. These actions include the out-license of our biomaterials portfolio, which enabled many employees associated with those products to transition with the assets, a focused realignment of non-core personnel, including the departure of certain executive officers, and the significant reduction of our recorded liabilities by approximately
“We believe Celularity is entering a new chapter,” Dr. Hariri added. “With a leaner and more focused organization, a stronger balance sheet and a clear commitment to advancing regenerative and cellular medicine, we are building a business designed not only to meet today’s challenges, but to capture the opportunities ahead. Our mission remains ambitious: to harness the unique biology of the postpartum placenta to develop transformative therapies targeting aging, age-related diseases and human performance.”
The Company remains committed to disciplined execution, operational excellence and advancing its longevity-focused strategy with the goal of creating sustainable value for patients, physicians, partners, employees and stockholders.
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 statements regarding the Company’s compliance with Nasdaq listing requirements, strategic priorities, business momentum, operational efficiency, debt reduction, cost structure, organizational realignment, and the Company’s ability to advance its core longevity and cell therapy platforms and create long-term value. 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 are described in the Company’s filings with the U.S. Securities and Exchange Commission. The Company undertakes no obligation to update any forward-looking statements except as required by law.
Carlos Ramirez
Senior Vice President, Celularity Inc.
Carlos.ramirez@celularity.com
