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. 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.
Celularity Inc. major holders update their ownership position. The Philip & Daniele Barach Family Trust, together with Philip A. and Daniele Barach, now report beneficial ownership of 5,514,686 shares of Celularity Class A common stock. This stake equals 15.8% of the 28,945,961 shares outstanding as of April 28, 2026.
The position consists of 1,807,229 shares issuable upon conversion of a $3,000,000 convertible note at $1.66 per share and 3,707,457 shares issuable upon exercising five-year warrants at $2.00 per share, all held by the Trust. Rights to purchase up to an additional $2,000,000 of convertible notes and related warrants, which would have added 2,043,979 shares, expired on June 19, 2026, reducing the number of shares the group is deemed to beneficially own. The reporting persons share voting and dispositive power over the reported shares and report no other transactions since the December 19, 2025 financing.
Celularity Inc. reported that Nasdaq notified the company on June 9, 2026 that its Market Value of Listed Securities has been below the required $35 million minimum for 30 consecutive business days, triggering a continued listing deficiency under Nasdaq Listing Rule 5550(b)(2).
The company has 180 calendar days, until December 7, 2026, to regain compliance by maintaining a market value of listed securities of at least $35.0 million for 10 consecutive business days. Celularity is evaluating potential actions and may also consider raising stockholders’ equity to at least $2.5 million to meet an alternative Nasdaq standard, but there is no assurance it will maintain its Nasdaq Capital Market listing.
Celularity Inc. appointed Rick Gonzalez as Chief Commercial Officer, effective May 29, 2026, reporting to Founder and CEO Robert J. Hariri. Gonzalez will lead global commercial strategy for the cenplacel-L placental-derived cell therapy, the Lifebank cellular banking platform, and Celularity’s broader regenerative medicine portfolio.
The company highlights a strategic shift toward longevity-focused placental cell therapies and physician-directed access in permissive markets, while operating in what it describes as a selective and challenging capital environment. Management emphasizes manufacturing rigor, regulatory discipline and responsible access as differentiators as they seek to convert growing physician interest into scalable revenue.
Celularity also reiterates a previously announced transaction with NexGel to out-license biomaterials commercial assets for consideration of up to $30 million, which it states eliminated nearly $13 million of recorded liabilities. Leadership frames this as streamlining operations and refocusing resources on core placental-derived programs, including cenplacel-L and the CYNK-001 natural killer cell program.