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Celularity Announces Receipt of Nasdaq Notice Regarding Late Form 10-K Filing

Celularity (Nasdaq: CELU) received a Nasdaq notice on April 16, 2026 for late filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

(Positive)
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Celularity (Nasdaq: CELU) received a Nasdaq notice on April 16, 2026 for late filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

The notice says the company is not currently compliant with Nasdaq Listing Rule 5250(c)(1), but trading of CELU and CELUW continues. Celularity has 60 days to submit a compliance plan and may receive up to 180 days if Nasdaq accepts the plan. The company is working to file the Form 10-K and currently expects to do so in the coming weeks, but offers no assurance it will regain compliance.

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Positive

  • Common stock and warrants continue trading on Nasdaq
  • 60-day window to submit a compliance plan to Nasdaq
  • Potential for up to 180-day exception if Nasdaq accepts plan
  • Company says it expects to file the Form 10-K in coming weeks

Negative

  • Noncompliance notice for late Form 10-K under Rule 5250(c)(1)
  • Failure to regain compliance could lead to listing actions
  • Company provided no assurance it will regain compliance
Argus Apr 20 session
+0.81% close to close Open Argus
Details

News Market Reaction – CELU

In the Apr 20 session, CELU gained 0.81%, reflecting a mild positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

This announcement highlights a compliance risk centered on the delayed Form 10-K for the year ended ...
Analysis

This announcement highlights a compliance risk centered on the delayed Form 10-K for the year ended December 31, 2025. Nasdaq’s process allows 60 days for a remediation plan and potentially up to 180 days from the original due date, but there is no assurance of timely resolution. In light of recent financing and licensing updates, investors may focus on the eventual 10-K contents and any subsequent Nasdaq correspondence.

Key Figures

Notice date: April 16, 2026 Fiscal year end: December 31, 2025 Listing rule: Rule 5250(c)(1) +2 more
Notice date
April 16, 2026
Date Nasdaq notified Celularity of late 10-K
Fiscal year end
December 31, 2025
Year covered by the delayed Form 10-K
Listing rule
Rule 5250(c)(1)
Nasdaq rule requiring timely periodic filings
Initial plan window
60 calendar days
Time to submit compliance plan to Nasdaq
Extension period
180 calendar days
Maximum exception period from original due date

Historical Context

5 past events · Latest: Mar 12
5 events
  1. Mar 12

    Strategic partnership update

    24h Move
    -0.8%

    Reiterated commercialization partnership with NEXGEL for biomaterials and 510(k) programs.

  2. Mar 10

    License financing deal

    24h Move
    +11.2%

    Exclusive license generating up to $35 million plus potential royalties and revenue.

  3. Feb 10

    Tax credit monetization

    24h Move
    -2.3%

    Received $12.2 million cash from sale of New Jersey NOLs and R&D credits.

  4. Dec 26

    CMS reimbursement update

    24h Move
    +1.5%

    CMS withdrawal of LCDs preserved coverage while many competing products lost Medicare coverage.

  5. Dec 22

    Debt and equity financing

    24h Move
    -2.3%

    Closed financing with term loan, convertible notes, and warrants to support operations and strategy.

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

Key Terms

form 10-k, nasdaq listing rule 5250(c)(1), nasdaq capital market, warrants
4 terms
form 10-k regulatory
"because it has not yet filed its Annual Report on Form 10-K for the fiscal year"
A Form 10-K is a comprehensive report that publicly traded companies are required to file annually with regulators. It provides a detailed overview of a company's financial health, operations, and risks, similar to a detailed health report. Investors use this information to assess the company's performance and make informed decisions about buying or selling its stock.
nasdaq listing rule 5250(c)(1) regulatory
"not currently in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
nasdaq capital market regulatory
"continue to trade on the Nasdaq Capital Market under the symbols “CELU” and “CELUW.”"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
warrants financial
"listing or trading of the Company common stock and warrants, which continue to trade"
Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.
View in glossary

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

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FLORHAM PARK, N.J., April 17, 2026 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (the “Company”), a longevity-focused regenerative and cellular medicine company, today announced that on April 16, 2026, the Company received notification from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company that, because it has not yet filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2025, the Company is not currently in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of periodic financial reports with the Securities and Exchange Commission. The notice has no immediate effect on the listing or trading of the Company common stock and warrants, which continue to trade on the Nasdaq Capital Market under the symbols “CELU” and “CELUW.”

Under Nasdaq’s listing rules, the Company has 60 calendar days from receipt of the notice to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an exception of up to 180 calendar days from the original due date of the Form 10-K to regain compliance. The Company is working diligently to complete and file the Form 10-K as soon as practicable and currently expects to do so in the coming weeks. However, there can be no assurance that the Company will be able to regain compliance within any applicable period that may be granted by Nasdaq.

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 anticipated timing of the filing of the Company’s Annual Report on Form 10-K, the Company’s submission of a compliance plan to Nasdaq and the Company’s ability to regain compliance with Nasdaq Listing Rule 5250(c)(1). 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 the completion of the Company’s year-end financial reporting and audit processes, the possibility that Nasdaq may not accept the Company’s compliance plan or grant an exception period, the Company’s ability to regain compliance within any period granted by Nasdaq, and other risks and uncertainties described in the Company’s filings with the Securities and Exchange Commission. The Company 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.

Why did Celularity (CELU) receive a Nasdaq notice on April 16, 2026?

Because Celularity has not yet filed its Annual Report on Form 10-K for fiscal year ended December 31, 2025, triggering noncompliance. According to the company, Nasdaq notified it under Rule 5250(c)(1) for late periodic SEC filings.

Will Celularity stock (CELU) stop trading after the Nasdaq compliance notice?

No, there is no immediate trading suspension or delisting in effect following the notice. According to the company, CELU and CELUW continue to trade on the Nasdaq Capital Market while the compliance process proceeds.

How long does Celularity (CELU) have to regain Nasdaq compliance after the April 16, 2026 notice?

Celularity has 60 calendar days to submit a plan to regain compliance to Nasdaq. According to the company, if Nasdaq accepts the plan, an exception of up to 180 calendar days from the original due date may be granted.

When does Celularity (CELU) expect to file its late Form 10-K?

The company currently expects to file the Form 10-K in the coming weeks but gave no firm date. According to the company, it is working diligently to complete and submit the filing as soon as practicable.

What are the risks to shareholders if Celularity (CELU) fails to regain Nasdaq compliance?

Failure to regain compliance could trigger Nasdaq listing actions, potentially harming liquidity and shareholder value. According to the company, there can be no assurance it will regain compliance within any applicable period granted by Nasdaq.

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