Celularity Receives $12.2 Million from Sale of New Jersey Net Operating Losses

Rhea-AI Summary

Celularity (Nasdaq: CELU) received $12.2 million in net cash proceeds from selling approximately $126.3 million of New Jersey net operating losses and $1.9 million of unused New Jersey R&D tax credits on Feb 10, 2026.

The sale was completed through New Jersey’s Technology Business Tax Certificate Transfer Program administered by the NJEDA, providing non-dilutive, tax-free capital to strengthen liquidity and support commercial and GMP-level cell therapy programs.

Positive

• $12.2M net cash proceeds from NOL and R&D credits sale
• Sale of approximately $126.3M of New Jersey NOLs and $1.9M R&D credits
• Proceeds described as non-dilutive, tax-free capital to strengthen liquidity

Negative

• None.

News Market Reaction

-2.31%

2 alerts

-2.31% News Effect

-5.6% Trough Tracked

-$886K Valuation Impact

$37M Market Cap

0.1x Rel. Volume

On the day this news was published, CELU declined 2.31%, reflecting a moderate negative market reaction. Argus tracked a trough of -5.6% from its starting point during tracking. Our momentum scanner triggered 2 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $886K from the company's valuation, bringing the market cap to $37M at that time.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Net cash proceeds: $12.2 Million Unused New Jersey NOLs: $126.3 Million Unused NJ R&D tax credits: $1.9 Million

3 metrics

Net cash proceeds $12.2 Million Received from sale of New Jersey NOLs and R&D tax credits

Unused New Jersey NOLs $126.3 Million Amount of net operating losses sold under NJ program

Unused NJ R&D tax credits $1.9 Million Research and development tax credits sold for cash

Market Reality Check

Price: $1.26 Vol: Volume 10,543 is 0.32x th...

low vol

$1.26 Last Close

Volume Volume 10,543 is 0.32x the 20-day average of 33,036 ahead of this announcement. low

Technical Shares at $1.30 are trading below the $2.07 200-day moving average and well under the $4.35 52-week high.

Peers on Argus

Momentum data show only ARTV in the scanner, down about 5.62%, with no news flag...

1 Down

Momentum data show only ARTV in the scanner, down about 5.62%, with no news flagged. No other peers show similar momentum, suggesting this CELU headline is being processed against a relatively stock-specific backdrop rather than a broad biotech move.

Historical Context

5 past events · Latest: Dec 26 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 26	Reimbursement update	Positive	+1.5%	CMS withdrawal of LCDs while preserving favorable Medicare payment levels.
Dec 22	Financing close	Neutral	-2.3%	Closing of mixed term loan and convertible notes financing package.
Dec 18	Financing term sheets	Neutral	-3.9%	Binding term sheets for private capital to support longevity strategy.
Oct 30	Strategic partnership	Positive	-2.1%	Exclusive manufacturing and board rights via DefEYE ophthalmic partnership.
Oct 14	Clinical data	Positive	+11.3%	Phase 2 PDA-002 data showing better wound closure and safety profile.

Pattern Detected

Recent news with clear positives (clinical data, CMS reimbursement, partnerships) sometimes aligned with upside, but financing and strategic deals have often coincided with weak or negative next‑day moves.

Recent Company History

Over the last few months, Celularity has focused on reimbursement, financing, partnerships, and clinical validation. A Dec 22, 2025 financing closed for $10.0M gross proceeds after term sheets announced on Dec 18, 2025. Earlier, a partnership with DefEYE tied Celularity to a $12MM seed round and strong ophthalmic growth. Clinically, a Phase 2 PDA-002 trial with 159 patients showed meaningful efficacy signals. The current $12.2M non-dilutive cash inflow from NOL and R&D credit sales fits this ongoing liquidity and commercialization narrative.

Market Pulse Summary

This announcement adds $12.2M in non‑dilutive, tax‑free cash by selling unused New Jersey NOLs and R...

Analysis

This announcement adds $12.2M in non‑dilutive, tax‑free cash by selling unused New Jersey NOLs and R&D tax credits, directly addressing liquidity without issuing equity or debt. It follows recent financings and partnerships aimed at funding Celularity’s regenerative and longevity programs. Investors may watch how this capital supports commercialization, upcoming product milestones such as 510K products, and any future financing needs given shares trade well below the $2.07 200‑day moving average.

Key Terms

net operating losses, NOLs, R&D tax credits, 510K products

4 terms

net operating losses financial

"sale of approximately $126.3 Million of its unused New Jersey net operating losses"

Net operating losses are the amount by which a company’s allowable tax deductions exceed its taxable income in a given year, creating a tax loss that can be carried forward or backward to reduce taxes in other years. For investors this matters because NOLs can lower future tax payments and boost cash flow—think of them as unused tax credits a business can apply later to improve profitability and valuation or make the company more attractive in a sale or investment.

NOLs financial

"sale of approximately $126.3 Million of its unused New Jersey net operating losses (NOLs)"

Net operating losses (NOLs) are tax losses a company has recorded when its deductible expenses exceed its taxable income; those losses can be carried forward or sometimes back to reduce taxable income in other years. For investors, NOLs matter because they act like a tax credit bank that can lower future tax bills, boost cash flow, and raise the value of future profits—though rules and ownership changes can limit how and when those benefits are used.

R&D tax credits financial

"and $1.9 Million of unused New Jersey research and development (R&D) tax credits."

R&D tax credits are government incentives that return part of a company’s spending on research and development, like a discount or refund for investing in new products or processes. They matter to investors because they lower effective costs, boost cash flow and profitability, and can extend a company’s runway for innovation—factors that affect earnings, valuation and the likelihood a business can turn research into future revenue.

510K products regulatory

"our expectations regarding new products including our 510K products"

510k products are medical devices that the U.S. Food and Drug Administration has cleared through a premarket process by showing they are essentially similar to a device already legally on the market. For investors, 510k clearance usually means faster and cheaper access to customers compared with the more demanding approval routes, but it also signals a lower regulatory hurdle and different risk profile for safety, liability, and long-term market adoption.

AI-generated analysis. Not financial advice.

FLORHAM PARK, N.J., Feb. 10, 2026 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity”), a longevity-focused regenerative and cellular medicine company, today announced receipt of $12.2 Million in net cash proceeds from the sale of approximately $126.3 Million of its unused New Jersey net operating losses (NOLs) and $1.9 Million of unused New Jersey research and development (R&D) tax credits.

The NOLs and R&D tax credits sale was administered through New Jersey’s Technology Business Tax Certificate Transfer Program, which enables qualified New Jersey-based technology and life science companies to sell their New Jersey NOLs and R&D tax credits for cash to buyers who purchase and apply the credits to reduce taxable income. The program is operated by the New Jersey Economic Development Authority (NJEDA), which serves as the State’s principal agency for driving economic growth.

“The funds Celularity received under this program provide non-dilutive, tax-free capital that strengthens our balance sheet and enhances liquidity as well as supports disciplined capital allocation to commercial opportunities for our GMP-level stem cell and other cell therapies and regenerative medicine programs, all targeting longevity and the preservation of human performance,” said Robert J. Hariri, M.D., Ph.D., Chairman and Chief Executive Officer of Celularity. “We are grateful to the New Jersey Economic Development Authority (NJEDA) for their assistance in administering this valuable program supporting technology companies like Celularity,” added Dr. Hariri.

About Celularity

Celularity Inc. (Nasdaq: CELU) is a regenerative and aging-related cellular medicine company developing, manufacturing, and commercializing advanced biomaterial products and allogeneic and autologous cell therapies, all derived from the postpartum placenta. 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 that target fundamental aging mechanisms like cellular senescence, age-related chronic inflammation, and tissue degeneration. For more information about Celularity and its cutting-edge regenerative medicine solutions, please visit www.celularity.com.

Forward Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding: (i) our future sales or sales growth; (ii) our expectations for future financial results, including levels of net sales; (iii) our expectations regarding new products including our 510K products; (iv) our ability to execute our strategic priorities, including advancing our core technologies and aligning our operations and organizational structure with those priorities; (v) future demand for our products; and (vi) the anticipated benefits of the financing transactions. 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,” “could,” “continue,” “expect,” “improving,” “may,” “observed,” “potential,” “promise,” “should,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances). Forward-looking statements are based on Celularity’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including those risk factors set forth under the caption “Risk Factors” in Celularity’s annual report on Form 10-K and Form 10-K/A for the year ended December 31, 2024, filed with the Securities and Exchange Commission (SEC) on May 8, 2025 and May 21, 2025, respectively, 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 Celularity does not presently know, or that Celularity 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 Celularity’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 Celularity’s views as of any subsequent date, and Celularity undertakes no obligation to update forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

Carlos Ramirez

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

FAQ

How much cash did Celularity (CELU) receive from the New Jersey NOL sale on Feb 10, 2026?

Celularity received $12.2 million in net cash proceeds from the transaction. According to Celularity, the proceeds came from selling ~$126.3 million of New Jersey NOLs plus $1.9 million of R&D tax credits under the NJ tax certificate program.

What exactly did Celularity sell to generate the $12.2M cash infusion (CELU)?

Celularity sold approximately $126.3 million of unused New Jersey net operating losses and $1.9 million of R&D tax credits. According to Celularity, the sale was executed through New Jersey’s Technology Business Tax Certificate Transfer Program administered by the NJEDA.

Is the $12.2M that Celularity (CELU) received dilutive to shareholders?

No, the cash was described as non-dilutive capital that does not issue new shares. According to Celularity, the funds are tax-free and intended to strengthen the balance sheet and support commercial and GMP-level cell therapy programs.

How will Celularity (CELU) use the proceeds from the NOL and R&D credit sale?

Celularity intends to use the funds to strengthen liquidity and support disciplined capital allocation toward commercial opportunities. According to Celularity, proceeds will back GMP-level stem cell, cell therapy, and regenerative medicine programs targeting longevity and performance preservation.

Which New Jersey program facilitated Celularity’s (CELU) sale of tax attributes?

The sale was administered through New Jersey’s Technology Business Tax Certificate Transfer Program. According to Celularity, the program enables qualified technology and life science companies to sell NOLs and R&D credits for cash to buyers who apply the credits to taxable income reduction.

Does Celularity (CELU) expect the NOL sale to affect its future taxes or reporting?

The company framed the proceeds as a one-time source of non-dilutive capital to enhance liquidity and allocation toward programs. According to Celularity, the transaction was executed under NJEDA procedures; no further tax or accounting impacts were detailed in the announcement.