Welcome to our dedicated page for Celularity SEC filings (Ticker: CELU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Reading Celularity’s disclosures can feel like navigating a lab protocol—clinical trial data, manufacturing risk factors, and biologic terminology stretch across hundreds of pages. Investors searching “how to read Celularity’s 10-K annual report” or “where can I find Celularity’s quarterly earnings reports?” often scroll EDGAR for hours.
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Because Celularity’s placenta-derived pipeline spans oncology, degenerative disease, and biomaterials, different filings reveal different insights. The 10-Q clarifies burn rate on CAR-T trials, the 8-K signals partnership milestones, and Celularity Form 4 insider transactions real-time show when scientists on the bench become insiders in the market. Our expert analysis layers context—manufacturing capacity, regulatory pathways, competitive patents—so you can decide quickly, not decode pages.
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Celularity Inc. (CELU) filed a Form S-8 to register 2,270,311 additional shares of its Class A common stock for issuance under the Celularity Inc. 2021 Equity Incentive Plan.
The plan provides for automatic annual share increases, and this filing covers the additional shares reserved as of January 1, 2023, January 1, 2024, and January 1, 2025. The company is using General Instruction E to register additional securities and incorporates prior S-8 filings from 2021 and 2022 by reference. This is an administrative step to support ongoing equity compensation under the existing plan.
Celularity Inc. (CELU) filed its 2025 proxy for the annual meeting on December 19, 2025 at 9:00 a.m. ET at headquarters in Florham Park, NJ. Stockholders will vote to elect three Class I directors (Peter Diamandis, M.D., Diane Parks, and Geoffrey Ling, M.D.), ratify EisnerAmper LLP as independent auditor for 2025, and amend the 2021 Equity Incentive Plan to increase shares reserved for awards by 3,500,000 shares.
The board recommends voting FOR all proposals. Directors are elected by plurality; Proposals 2 and 3 require a majority of voting power present. The election of directors and the equity plan amendment are non‑discretionary for brokers; auditor ratification is discretionary.
Record date is October 30, 2025. Shares outstanding were 28,316,485 as of October 30, 2025. Principal holders include Tan Sri Lim Kok Thay (14,138,161 beneficially) and affiliates noted in the filing. Proxy materials and the annual report are available at https://www.cstproxy.com/celularity/2025.
Celularity Inc. (CELU) entered a financing agreement to sell Series A Convertible Preferred Stock and accompanying warrants in up to three private placement tranches with an aggregate stated value of up to $6,666,667. The preferred shares are sold at 90% of stated value, and the related warrants are issued for no additional consideration.
The company closed the Initial Tranche on October 24, 2025 for gross proceeds of approximately $2,000,000, with two additional tranches of $2,000,000 each available, one contingent on resale registration effectiveness and one at the investor’s option. The preferred stock is convertible at the lower of 110% of the prior close or 95% of the lowest seven-day closing VWAP, subject to a $1.60 per share floor and NASDAQ’s 19.99% cap absent shareholder approval. Dividends accrue at 5% per annum, rising to 18% during a Triggering Event.
The warrants initially carry a $3.00 per share exercise price and a size formula tied to 25% of each tranche’s purchase price. A registration rights agreement requires filing within 30 days and effectiveness within 90 days for resale of conversion and warrant shares. The investor received a first-priority security interest, and redemption terms permit company-initiated redemption at 120% of stated value plus accrued dividends.
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