Celularity Receives Nasdaq Notice Regarding Form 10-Q

Celularity (Nasdaq: CELU) received a Nasdaq notice on May 27, 2026 for not timely filing its Form 10-Q for the quarter ended March 31, 2026, breaching Nasdaq Listing Rule 5250(c)(1).

Rhea-AI Summary

Celularity (Nasdaq: CELU) received a Nasdaq notice on May 27, 2026 for not timely filing its Form 10-Q for the quarter ended March 31, 2026, breaching Nasdaq Listing Rule 5250(c)(1). The notice does not immediately affect CELU’s Nasdaq Capital Market listing or trading.

Celularity has until July 28, 2026 to submit a compliance plan, and Nasdaq may grant up to 180 days from the Form 10-Q due date, to November 16, 2026. The company is working to file the report and expects to regain full reporting compliance.

Positive

• Nasdaq notice has no immediate impact on CELU listing or trading
• 60-day window to submit compliance plan, until July 28, 2026
• Potential extension up to November 16, 2026 to regain compliance
• Company is actively working to complete and file the Form 10-Q

Negative

• Currently not in compliance with Nasdaq Listing Rule 5250(c)(1)
• Quarterly Report on Form 10-Q for March 31, 2026 is delayed
• Must submit a Nasdaq compliance plan by July 28, 2026

Argus Jun 1 session

+5.94% close to close 0.5x rel. volume Open Argus

Details

News Market Reaction – CELU

On Jun 1, the first trading day after this news, CELU closed 5.94% above the previous close.

Data tracked by StockTitan Argus for the Jun 1 session.

Key Figures

Nasdaq notice date: May 27, 2026 Quarter end date: March 31, 2026 Initial plan window: 60 days +5 more

Nasdaq notice date

May 27, 2026

Date Nasdaq sent non-compliance notice for late Form 10-Q

Quarter end date

March 31, 2026

Period covered by the delayed Form 10-Q

Initial plan window

60 days

Time to submit plan to regain Nasdaq Rule 5250(c)(1) compliance

Plan deadline

July 28, 2026

Deadline to submit compliance plan to Nasdaq

Max extension period

180 calendar days

Potential extension from original Form 10-Q due date

Final compliance date

November 16, 2026

Latest date to regain compliance if extension granted

Price change

8.29%

CELU price change in the 24 hours before this news

52-week range

$0.7101–$4.35

Low and high prior to this announcement

Historical Context

5 past events · Latest: May 01

5 events

1. May 01

   10-K filed, compliance

   24h Move

   +2.8%

   Form 10-K filing restored Nasdaq compliance and highlighted balance sheet actions.

2. Apr 21

   Asset sale, debt cut

   24h Move

   -1.6%

   Closed NexGel asset sale with cash, note, milestones and debt retirement.

3. Apr 17

   Late 10-K notice

   24h Move

   +0.8%

   Nasdaq notice for delayed Form 10-K, with compliance plan timeline.

4. Mar 12

   NEXGEL partnership

   24h Move

   -0.8%

   Reiterated commercialization partnership and exclusive manufacturing role.

5. Mar 10

   License deal funding

   24h Move

   +11.2%

   Announced up to $35M license deal to strengthen capital and focus 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-q, nasdaq listing rule 5250(c)(1), nasdaq capital market, u.s. securities and exchange commission, +1 more

5 terms

form 10-q regulatory

"delayed filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

nasdaq listing rule 5250(c)(1) regulatory

"the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1)"

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

"continues to trade on the Nasdaq Capital Market under the symbol “CELU.”"

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.

u.s. securities and exchange commission regulatory

"timely file all periodic financial reports with the U.S. Securities and Exchange Commission"

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

listing qualifications department regulatory

"from the Listing Qualifications Department of The Nasdaq Stock Market LLC"

A listing qualifications department is the part of a stock exchange that checks whether a company meets the exchange’s rules for being listed and staying listed. Think of it as a gatekeeper or building inspector: it reviews financial statements, disclosure practices and corporate governance, flags problems and can require fixes or remove a company’s shares. Investors care because its decisions affect whether a stock remains tradable and how much trust to place in a company’s reporting.

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

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FLORHAM PARK, N.J., May 29, 2026 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (the “Company”), a longevity-focused regenerative and cellular medicine company, today announced that it received a notification letter on May 27, 2026, from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that, as a result of the Company’s delayed filing of its Quarterly Report on Form 10-Q for the period ended March 31, 2026, the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1). Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all periodic financial reports with the U.S. Securities and Exchange Commission.

The Nasdaq notification letter has no immediate impact on the listing or trading of the Company’s common stock, which continues to trade on the Nasdaq Capital Market under the symbol “CELU.” Nasdaq has provided the Company with a 60-day period, or until July 28, 2026, to submit a plan to regain compliance. If Nasdaq accepts the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the prescribed due date of the Form 10-Q, or until November 16, 2026, to regain compliance.

The Company is actively working to complete and file its Form 10-Q as soon as practicable and expects to return to full compliance with its SEC reporting obligations and Nasdaq Listing Rule 5250(c)(1).

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, 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, the Company’s ability to file its Form 10-Q, the timing of any such filing, the Company’s ability to submit a plan to regain compliance with Nasdaq Listing Rule 5250(c)(1), Nasdaq’s acceptance of any such plan, the Company’s ability to regain compliance within any applicable cure period and the Company’s SEC reporting obligations. 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 

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Why did Celularity (NASDAQ: CELU) receive a Nasdaq notice regarding its Form 10-Q?

Celularity received a Nasdaq notice because it delayed filing its Form 10-Q for the quarter ended March 31, 2026. According to Celularity, this delay means it is not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely SEC periodic reports.

Does the Nasdaq notice affect trading of Celularity stock (CELU) on Nasdaq?

The Nasdaq notice has no immediate impact on the listing or trading of Celularity common stock. According to Celularity, CELU continues to trade on the Nasdaq Capital Market while the company works to complete and file its delayed Form 10-Q and regain compliance.

What deadline did Nasdaq give Celularity (CELU) to submit a compliance plan for its late Form 10-Q?

Nasdaq gave Celularity 60 days, until July 28, 2026, to submit a compliance plan. According to Celularity, if Nasdaq accepts this plan, it may grant additional time for the company to file the Form 10-Q and return to compliance with reporting rules.

How long an extension can Celularity (CELU) receive from Nasdaq to regain compliance on its Form 10-Q?

Celularity may receive up to 180 calendar days from the Form 10-Q due date, or until November 16, 2026. According to Celularity, this extension is contingent on Nasdaq accepting the company’s plan to regain compliance with Nasdaq Listing Rule 5250(c)(1).

What is Nasdaq Listing Rule 5250(c)(1) and how does it relate to Celularity (CELU)?

Nasdaq Listing Rule 5250(c)(1) requires listed companies to timely file all periodic financial reports with the SEC. According to Celularity, its delayed Form 10-Q for the quarter ended March 31, 2026 caused a current non-compliance status under this listing rule.

How is Celularity (NASDAQ: CELU) responding to the Nasdaq non-compliance notice about its Form 10-Q?

Celularity is actively working to complete and file its Form 10-Q as soon as practicable. According to Celularity, the company plans to submit a compliance plan to Nasdaq and expects to return to full compliance with SEC reporting obligations and Listing Rule 5250(c)(1).