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.
Celularity Inc. filings document material events, governance matters, capital-structure disclosures and operating results for a regenerative and cellular medicine company. The record includes Form 8-K reports on material agreements, executive changes and compensation arrangements, along with security disclosures covering Class A common stock and CELUW warrants.
Celularity's proxy materials address director elections, auditor ratification, equity incentive plan amendments and shareholder voting procedures. The filings also cover clinical or regulatory disclosures tied to the company's cell-therapy and regenerative medicine activities, as well as reporting-status matters affecting its Nasdaq listing compliance.
Celularity Inc. (CELU) reports that on September 11, 2026 it received written notice from Nasdaq that it has regained compliance with both the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and the minimum market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2). Nasdaq has informed Celularity that these compliance matters are now closed. Celularity also discloses that a previously reported deficiency under Nasdaq Listing Rule 5250(c)(1), relating to delayed filing of periodic reports with the SEC, remains outstanding, and the company continues working to complete those filings and regain compliance with Nasdaq’s periodic reporting requirement.
Celularity Inc. filed a notice that it will not file its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026 within the required time. The company cites liquidity constraints and limited financial accounting staffing, which have delayed its financial close and reporting process and completion of consolidated financial statements.
Celularity states that it is working diligently and plans to file the June 2026 Form 10-Q as soon as practicable, using the relief mechanism available under Rule 12b-25 for late filings.
Celularity Inc. removed a key member of its senior leadership team. On August 5, 2026, the company terminated the employment of Rick Gonzalez, who served as its Chief Commercial Officer, effective immediately. As of that date, he ceased serving in that role.
The report is executed on behalf of Celularity by K. Harold Fletcher, its Chief Legal and Strategy Officer. Celularity is incorporated in Delaware and maintains its principal executive offices at 170 Park Ave, Florham Park, New Jersey 07932.
Celularity Inc. reported that on July 23, 2026 it received a notice from the Nasdaq Stock Market stating its Class A common stock no longer meets the $1.00 per share minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1), after the closing bid stayed below that level for 30 consecutive business days.
The notice does not immediately affect trading of CELU shares on the Nasdaq Capital Market. Under Nasdaq Listing Rule 5810(c)(3)(A), Celularity has 180 calendar days, until January 19, 2027, for its closing bid price to be at least $1.00 for a minimum of 10 consecutive business days to regain compliance. The company plans to monitor its share price and evaluate options, while cautioning there is no assurance it will regain compliance, obtain a second 180-day grace period, or maintain compliance with other Nasdaq listing requirements.
Celularity Inc. is having its warrant securities removed from listing and registration on the Nasdaq Stock Market LLC. Nasdaq states it has complied with its own rules to strike this class of securities from listing, and confirms the requirements of Section 12(b) of the Securities Exchange Act of 1934 and related SEC rules for filing Form 25 have been met.
Celularity Inc. entered into a new secured loan agreement with the Philip & Daniele Barach Family Trust, a trust affiliated with a holder of more than five percent of its Class A common stock. The trust will lend $1,000,000 to Celularity at a 4.0% annual interest rate, rising to 18.0% upon an event of default at the lender’s election. The loan is secured by a first-priority security interest in substantially all of the company’s personal property and matures on the earlier of 30 days after closing or Celularity’s receipt of gross proceeds from certain financing or strategic transactions.
The agreement includes customary representations, covenants and events of default, and was structured as a related person transaction. Separately, effective June 26, 2026, board member Vincent LeVien resigned from the Board of Directors, and Celularity stated his resignation was not due to any disagreement over operations, policies or practices.
Celularity Inc. named two long-time senior executives to new top roles. Effective June 19, 2026, the Board appointed Steven N. Gordon, Esq. as Chief Operating and Administrative Officer and also elected him to the Board of Directors. He has been EVP, Business Affairs since January 2026 and has worked on the company’s financing, restructuring and strategic initiatives.
The Board also appointed K. Harold Fletcher, Esq. as Chief Legal and Strategy Officer and Corporate Secretary, after serving as EVP, Legal and Strategy and previously as General Counsel and Chief Compliance Officer. The company states there are no family relationships or special arrangements related to these appointments, and that any detailed compensation terms or related-party transactions will be described in later filings if required.
The Philip & Daniele Barach Family Trust, a 10% owner of Celularity Inc., reported changes in its derivative positions. The trust’s option to purchase up to $2,000,000 in convertible notes, which were convertible into 1,807,229 shares of Class A common stock, expired pursuant to its terms on June 19, 2026 without any consideration paid. A related option to obtain up to 839,160 warrants also expired on that date. The filing also lists continuing holdings of warrants and convertible notes that are convertible into 3,707,457 and 1,807,229 shares of Class A common stock, respectively.
Celularity Inc ten percent owner reports expiration of financing options held through a family trust. The Philip & Daniele Barach Family Trust previously held options to purchase up to $2,000,000 in aggregate principal amount of convertible notes and to obtain up to 839,160 related warrants for Celularity Class A common stock.
These options expired according to their terms on June 19, 2026, and the expiration occurred with no consideration paid. The trust is or was the direct owner of all securities reported, while Philip Alan Barach is a trustee with independent voting and disposition power and may be deemed an indirect beneficial owner, subject to his pecuniary interest.
Celularity Inc’s major shareholder, Daniele Wolf Barach, reported changes in derivative positions held through the Philip & Daniele Barach Family Trust. Options to purchase up to $2,000,000 of convertible notes, and related rights to obtain 839,160 warrants, expired on June 19, 2026 with no consideration paid.
The trust continues to hold indirect derivative interests in warrants for 3,707,457 shares of Class A common stock at $2.00 per share, expiring on December 19, 2030, and convertible notes convertible into 1,807,229 shares at $1.66 per share, expiring on December 31, 2026. The reporting person may be deemed an indirect beneficial owner but disclaims beneficial ownership beyond any pecuniary interest.