Celularity Announces Filing of Form 10-Q Quarterly Reports for the First Quarter and the Second Quarter 2025, Confirmation of Nasdaq Listing Rule 5250(c)(1) Compliance

Rhea-AI Summary

Celularity (Nasdaq: CELU), a regenerative medicine company, has filed its Q1 and Q2 2025 Form 10-Q reports and regained compliance with Nasdaq Listing Rule 5250(c)(1). The company has made significant progress in addressing financial challenges, including the retirement of $32.0 million in senior secured debt plus $9.6 million in unpaid interest.

Under CEO Robert J. Hariri's leadership, Celularity has implemented strategic changes including an internal restructuring with dedicated operating subsidiaries for each business unit. The company faced working capital pressures in H1 2025 due to wound care product reimbursement uncertainty and delayed cash collections. Management now believes Celularity is positioned to access traditional working capital facilities to support wound care sales growth and advance its three late-stage 510(k) pipeline products.

Positive

• Retirement of $32.0 million senior secured debt and $9.6 million in unpaid interest
• Regained Nasdaq listing compliance
• Restructuring completed with dedicated operating subsidiaries for each business unit
• Three late-stage 510(k) pipeline products in development
• Company now positioned to access traditional working capital facilities

Negative

• Faced significant working capital pressures in H1 2025
• Experienced delays in cash collections from wound care product sales
• Encountered uncertainty around wound care product reimbursement policy

• Company on Friday, August 29, 2025, filed quarterly reports on Form 10-Q for the periods ended March 31, 2025, and June 30, 2025, respectively, in accord with its August 11, 2025 updated Nasdaq compliance plan.
• Company also announces notification by Nasdaq dated September 2, 2025, that it now complies with Nasdaq Listing Rule 5250(c)(1).

FLORHAM PARK, N.J., Sept. 03, 2025 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company focused on addressing age-related and degenerative diseases, today announced the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. The Quarterly Reports on Form 10-Q can be accessed on the SEC's website at www.sec.gov and in the investor relations section of the Company’s website at https://celularity.com/sec-filings.

“I am pleased to report that we have filed our Form 10-Q quarterly reports for the first and the second quarters 2025, as a result of which we have regained compliance with the Nasdaq Listing Rule 5250(c)(1). This is another important step for Celularity, as it comes on the heels of the recently announced retirement of all $32.0 million of the Company’s senior secured debt plus $9.6 million in associated unpaid interest, the Asset Purchase Agreement and a License Agreement with Celeniv Pte. Ltd., and an internal restructuring that includes establishing operating subsidiaries for each of its functional business units,” said Robert J. Hariri, M.D., Ph.D., Celularity’s Chairman and CEO.

“The Company dealt with a set of challenges during the first half of 2025, including a significant secured debt overhang. As announced previously, we retired all senior secured debt and the associated general security interest on Company assets is now gone. Also in the first half of 2025, some since-resolved directional uncertainty around wound care product reimbursement policy added to the normal lag between commercial advanced biomaterial product sales and cash collections. Coming as it did on the heels of substantial growth in the second half of 2024 of our wound care related commercial product sales and Accounts Receivable, this factor contributed to working capital pressures during the first half of 2025. Today, however, we believe the Company is well positioned to access traditional working capital facilities, which we intend to use to fuel renewed wound care related sales growth and advance our three late stage 510(k) pipeline products, along with capitalizing on new opportunities like stem cell product sales in Florida and elsewhere,” Dr. Hariri added.

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; and (iv) future demand for our products. 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

What did Celularity (CELU) announce about its Nasdaq compliance status?

Celularity announced on September 2, 2025, that it has regained compliance with Nasdaq Listing Rule 5250(c)(1) after filing its Q1 and Q2 2025 Form 10-Q reports.

How much debt did Celularity (CELU) retire in 2025?

Celularity retired $32.0 million in senior secured debt plus $9.6 million in unpaid interest, removing the general security interest on Company assets.

What were the main challenges Celularity faced in H1 2025?

Celularity faced challenges including significant secured debt overhang, uncertainty around wound care product reimbursement policy, and delays in cash collections from commercial product sales.

What are Celularity's growth plans following the debt retirement?

Celularity plans to access traditional working capital facilities to fuel wound care related sales growth, advance three late-stage 510(k) pipeline products, and capitalize on opportunities like stem cell product sales in Florida.

What strategic changes has Celularity implemented in 2025?

Celularity has implemented an internal restructuring establishing dedicated operating subsidiaries for each functional business unit, retired significant debt, and established a framework to access traditional working capital facilities.