Celularity Receives Nasdaq Notice Regarding Non-Payment of Nasdaq Fees

Rhea-AI Summary

Celularity (CELU) faces potential delisting from Nasdaq due to two separate issues. First, the company failed to pay required fees of $70,000 under Listing Rule 5250(f), which was subsequently paid in full on April 25, 2025. Second, Nasdaq notified the company on April 16, 2024, about its delinquency in filing the Form 10-K for the year ended December 31, 2024, violating Listing Rule 5250(c)(1).

If Celularity doesn't appeal these determinations, trading of its common stock will be suspended on May 1, 2025. The company must address both compliance issues before a Hearings Panel if it appeals. Celularity states it is actively working on filing the 2024 Form 10-K and expects to complete it imminently.

Positive

• Paid outstanding Nasdaq fees of $70,000 in full
• Actively working to file delinquent Form 10-K imminently

Negative

• Risk of immediate Nasdaq delisting due to compliance violations
• Delinquent in filing 2024 Form 10-K annual report
• Failed to pay required Nasdaq fees on time
• Multiple concurrent listing compliance issues requiring resolution

FLORHAM PARK, N.J., April 25, 2025 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a cellular and regenerative medicine company, today announced that Nasdaq has notified the Company that it has not paid certain fees required by Listing Rule 5250(f) and accordingly the Company will be delisted unless it appeals this determination. The Company’s past due fee balance totaled $70,000. On April 25, 2025, the Company paid in full the fee balance owed to Nasdaq.

Additionally, on April 16, 2024, Nasdaq notified the Company that it is delinquent in filing its Form 10-K for the year ended December 31, 2024, and therefore, does not comply with Listing Rule 5250(c)(1). Nasdaq requested the Company to provide a plan of compliance. However, pursuant to Listing Rule 5810(d)(2), this delinquency now serves as an additional and separate basis for delisting, and as such, the Company should address these concerns before a Hearings Panel if it appeals Nasdaq’s determination. If the Company elects not to appeal, then trading of its common stock will be suspended at the opening of business on May 1, 2025.

The Company is actively working to file the 2024 Form 10-K and currently expects to file the 2024 Form 10-K imminently.

About Celularity

Celularity Inc. (Nasdaq: CELU) is a regenerative and cellular medicine company developing and commercializing advanced biomaterial products and allogeneic, cryopreserved, placental-derived 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.

For more information, visit www.celularity.com.

Forward Looking Statements
This press release includes “forward-looking statements” (as defined under Federal securities laws). 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,” “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 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 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

Why is Celularity (CELU) facing delisting from Nasdaq in 2025?

Celularity faces delisting due to non-payment of $70,000 in Nasdaq fees and failure to file its 2024 Form 10-K annual report on time.

When will CELU stock be suspended from trading on Nasdaq?

If Celularity doesn't appeal Nasdaq's determination, its stock will be suspended from trading on May 1, 2025.

Has Celularity resolved its Nasdaq fee payment issue?

Yes, Celularity paid the full $70,000 fee balance owed to Nasdaq on April 25, 2025.

What must Celularity do to maintain its Nasdaq listing?

Celularity must appeal the delisting determination and address both the fee payment and Form 10-K filing issues before a Hearings Panel.