Celularity Inc. Announces Receipt of Nasdaq Notification

Rhea-AI Summary

Celularity (Nasdaq: CELU) received a notification from Nasdaq on November 21, 2024, stating non-compliance with listing requirements due to delayed filing of Q3 2024 Form 10-Q. The notice doesn't immediately affect the company's stock listing on Nasdaq Capital Market. Celularity must submit a compliance plan by January 20, 2025, and if accepted, has until May 13, 2025, to implement it. The filing delay stems from a backlog related to previous quarterly filings. The company expects to file Q3 Form 10-Q shortly and has implemented improvements to its financial reporting infrastructure.

Positive

• None.

Negative

• Received Nasdaq non-compliance notice for delayed Q3 2024 filing
• Risk of potential delisting if compliance plan is not accepted or implemented
• Ongoing delays in financial reporting and filing backlogs
• Previous delays in Q1 and Q2 2024 quarterly filings

Insights

Financial Analyst

This Nasdaq notification represents a significant compliance issue that could impact CELU's listing status. The inability to file timely quarterly reports (Q3 2024 10-Q) follows previous delays with Q1 and Q2 filings, indicating persistent operational challenges in financial reporting. With a small market cap of $49.3M, maintaining Nasdaq listing is important for investor access and capital raising abilities.

The company has until January 20, 2025 to submit a compliance plan and until May 13, 2025 to implement it. While management expresses confidence in filing the Q3 report "shortly," the recurring nature of these delays and the need for financial reporting infrastructure improvements suggests deeper organizational issues. Investors should monitor this situation closely as delisting risk could significantly impact stock liquidity and valuation.

FLORHAM PARK, N.J., Nov. 27, 2024 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a regenerative medicine company developing placental-derived allogeneic cell therapies and advanced biomaterial products, announced that on November 21, 2024, the Company received notification from the Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company does not comply with the Nasdaq continued listing requirements due to the Company’s inability to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2024 (the “Q3 Form 10-Q”). Nasdaq’s notice has no immediate effect on the listing of Celularity’s common stock and warrants, which continue to trade on the Nasdaq Capital Market under the symbols “CELU” and “CELUW,” respectively.

The Company is required to submit to Nasdaq a plan to regain compliance with respect to its delinquent report by no later than January 20, 2025, and if accepted, the Company has until May 13, 2025, to implement the plan to regain compliance. The Company intends to submit a plan to Nasdaq by no later than January 20, 2025 and will evaluate available options to regain compliance within the compliance period. However, there can be no assurance that Nasdaq will accept the plan, the Company will regain compliance within the compliance period, or maintain compliance with the other Nasdaq listing requirements.

While the Company has made significant progress in improving its financial reporting infrastructure, these enhancements have required time to implement effectively. The filing delay of the Q3 Form 10-Q primarily results from the backlog associated with the Company’s efforts to become current on its previous filings, including the Forms 10-Q for the first and second quarters of 2024, which were filed recently.

“We acknowledge the challenges associated with our recent delays, but we remain committed to ensuring robust and timely financial reporting,” said Robert J. Hariri, M.D., Ph.D., Founder, Chairman, and CEO of Celularity. “We are nearing the completion of the Q3 Form 10-Q and expect to file it shortly. The improvements we have made to our finance function are setting the stage for long-term success, and we are committed to maintaining compliance going forward.”

About Celularity 
Celularity Inc. (Nasdaq: CELU) is a regenerative medicine company developing and commercializing advanced biomaterial products and allogeneic, cryopreserved, placental-derived cell therapies, all derived from the postpartum placenta. Its therapeutic programs target aging-related diseases, including degenerative diseases, cancer, and immune disorders, using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified natural killer (NK) cells. Celularity believes that by harnessing the placenta’s unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies. For more information, visit www.celularity.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as well as within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and the negative of terms like these or other comparable terminology, and other words or terms of similar meaning. The forward-looking statements in this press release include express or implied statements regarding the expected timing of the Company’s filing of its quarterly report for the period ending September 30, 2024 on Form 10-Q, the potential submission of a plan to Nasdaq and the potential for Nasdaq to accept such plan or grant the Company an exception period, and the Company’s ability to regain compliance with the Nasdaq continued listing standards. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including but not limited to: the Company’s liquidity situation; the volatility in the Company’s stock price; inherent risks in biotechnological development, including with respect to the development of novel advanced biomaterials; and the regulatory approval process; along with those risk factors set forth under the caption “Risk Factors” in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on July 30, 2024, and other filings with the SEC. If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company does not presently know, or that the Company currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, these forward-looking statements reflect the Company’s current expectations, plans, or forecasts of future events and views as of the date of this communication. Subsequent events and developments could cause assessments to change. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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

Media Contact:
Raquel Cona / Michaela Fawcett
KCSA Strategic Communications
rcona@kcsa.com / mfawcett@kcsa.com

FAQ

Why did Celularity (CELU) receive a Nasdaq notification on November 21, 2024?

Celularity received the notification due to non-compliance with Nasdaq listing requirements for failing to timely file its Q3 2024 Form 10-Q.

What is the deadline for Celularity (CELU) to submit its compliance plan to Nasdaq?

Celularity must submit its compliance plan to Nasdaq by January 20, 2025.

Will Celularity (CELU) stock be immediately delisted from Nasdaq?

No, the notification has no immediate effect on Celularity's stock listing, which continues to trade on the Nasdaq Capital Market under CELU and CELUW.

How long does Celularity (CELU) have to implement its compliance plan if accepted?

If Nasdaq accepts the compliance plan, Celularity has until May 13, 2025, to implement it and regain compliance.