Celularity Announces Receipt of Nasdaq Notice Regarding Late Form 10-K Filing
Rhea-AI Summary
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.
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
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.
Key Figures
Historical Context
| Date | Event | Sentiment | 24h Move | Catalyst |
|---|---|---|---|---|
| Mar 12 | Strategic partnership update | Positive | -0.8% | Reiterated commercialization partnership with NEXGEL for biomaterials and 510(k) programs. |
| Mar 10 | License financing deal | Positive | +11.2% | Exclusive license generating up to $35 million plus potential royalties and revenue. |
| Feb 10 | Tax credit monetization | Positive | -2.3% | Received $12.2 million cash from sale of New Jersey NOLs and R&D credits. |
| Dec 26 | CMS reimbursement update | Positive | +1.5% | CMS withdrawal of LCDs preserved coverage while many competing products lost Medicare coverage. |
| Dec 22 | Debt and equity financing | Positive | -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.
Recent history shows several positive capital and partnership updates, yet price often reacted negatively or only modestly, indicating a tendency toward selling or muted responses even on favorable news.
Over the last few months, Celularity announced multiple capital-raising and non-dilutive funding events, plus strategic licensing and commercialization partnerships. A $35 million license deal and $12.2 million in NOL monetization strengthened liquidity, while CMS reimbursement changes supported its biomaterials franchise. Financing in Dec 2025 added debt and convertible notes. Today’s Nasdaq notice about a late Form 10-K contrasts with those prior balance-sheet-focused developments, introducing a compliance and timing overhang.
Key Terms
form 10-k regulatory
nasdaq listing rule 5250(c)(1) regulatory
nasdaq capital market regulatory
warrants financial
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
