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) entered an exclusive manufacturing collaboration with Vesalius Longevity Labs Inc. for final-stage manufacturing of Vesalius’s Peptual-branded peptide active pharmaceutical ingredients at Celularity’s Florham Park, New Jersey facility. Celularity will perform downstream purification, processing, analytical testing and manufacturing using supplier-provided bulk peptide material. The work is intended to establish peptide-specific processes that satisfy current good manufacturing practice requirements, with defined product specifications, documented sourcing and lot-level traceability.
If the FDA, after considering recommendations from the Pharmacy Compounding Advisory Committee, adds covered peptide substances and forms to its list of bulk drug substances that may be used in compounding under federal law, the parties intend to supply eligible Peptual-branded APIs to appropriately licensed U.S. compounding pharmacies. The collaboration excludes GLP-1 receptor agonists and other weight-loss peptides. The APIs described are not FDA-approved drug products, and the agreement or completion of development or qualification activities does not itself authorize commercial release.
Celularity Inc. asks stockholders to vote on seven matters at its 2026 annual meeting, including electing Steven N. Gordon, Esq., ratifying EisnerAmper LLP for fiscal 2026, advisory votes on executive compensation and its frequency, an equity-plan amendment, and financing-related share issuance. The board recommends “FOR” Gordon and Proposals 2, 3, 5 and 6, and “EVERY THREE YEARS” for future say-on-pay votes. Proposal 5 seeks to add 3,500,000 Class A shares and raise shares available for awards to 4,479,204.
Proposal 6 seeks approval under Nasdaq Listing Rule 5635 for Class A shares issued upon conversion of notes and exercise of warrants under the September 23, 2026 Securities Purchase Agreement and related documents. The board appointed Naveen Jain, Viome Life Sciences Inc.’s founder and CEO, to succeed Diane Parks after the applicable waiting period following filing and mailing of an information statement; Parks continues as a director until then. Non-independent director Philip A. Barach serves on two committees under Nasdaq exceptions for periods not exceeding two years. A January 2026 settlement agreement sets annual non-employee director compensation limits of $150,000, $250,000 or $350,000 based on market capitalization.
Celularity Inc. (CELU) reported second-quarter 2026 revenue of $5.432 million, versus $5.736 million a year earlier, and net income of $706,000 versus a $24.524 million loss. For the six months ended June 30, 2026, revenue was $9.278 million versus $17.162 million, and net income was $1.580 million versus a $44.278 million loss. Second-quarter results included a $6.730 million gain on the Sequence settlement.
At June 30, cash and cash equivalents were $586,000 and the working-capital deficit was $53.290 million. Management said substantial doubt existed about Celularity’s ability to continue as a going concern and that existing cash was insufficient to fund operations, meet payroll and satisfy contractual debt obligations for the 12 months following issuance. Six-month operating cash flow was $339,000, including $12.159 million in proceeds from the sale of New Jersey net operating loss carryforwards; excluding those proceeds, operating activities used net cash.
On September 24, 2026, a private-placement closing generated $8.8 million in net cash proceeds within a recapitalization plan contemplating up to $25.0 million in new cash investment. Celularity also sold NexGel an exclusive license for $13.3 million, with potential milestone payments of up to $20.0 million. The transaction provides for restructuring approximately $3.0 million of existing debt; the original note’s maturity was extended from December 31, 2026, to December 31, 2028.
Celularity Inc. amended its 2025 annual report solely to add Part III disclosures covering directors, executive compensation, ownership, related-party transactions and auditor fees; it says the amendment does not otherwise update the original report.
The disclosures describe a financing for up to $25.0 million in aggregate principal amount of senior secured convertible promissory notes, together with warrants. At the initial closing, the Philip & Daniele Barach Family Trust’s existing $3.0 million convertible note was amended and restated with a $1.50 per-share conversion price; its related warrant covers up to 1,258,740 shares at a $1.50 per-share exercise price. A portion of the proceeds repaid amounts outstanding under the Trust’s June 2026 secured loan and obtained release of its security interest. Philip A. Barach joined the board effective September 24, 2026.
The five-member board identified Peter H. Diamandis and Diane Parks as independent; Robert J. Hariri, Steven N. Gordon and Philip A. Barach were not independent. The committee-exception discussion for Mr. Barach retains bracketed prompts for the board’s specific rationale. Audit fees were $705,075 for 2025 and $519,750 for 2024.
Celularity Inc. (CELU) appointed Naveen Jain to its board, with his term to begin upon expiration of the applicable waiting period after filing and mailing an information statement under Rule 14f-1. Celularity said Jain was designated for appointment under board designation rights granted to certain investors in connection with its previously announced September 2026 financing. Jain is the founder and chief executive officer of Viome Life Sciences Inc.; he previously founded InfoSpace, Intelius and TalentWise and is the founder of Moon Express.
Diane Parks notified Celularity that she will resign effective at the same time Jain’s appointment takes effect. The company said her decision was not due to a disagreement about its operations, policies or practices. Celularity expects to announce a fifth director shortly, and Jain has not initially been appointed to a board committee.
Celularity Inc. (CELU) reported first-quarter 2026 revenue of $3.846 million, compared with $11.426 million a year earlier, as product sales were $866,000 versus $9.018 million. Net income was $874,000, versus a $19.754 million net loss; the quarter included $12.159 million from selling New Jersey net operating loss carryforwards. Operating cash flow was $1.447 million, but excluding those proceeds, operations used net cash. Cash and cash equivalents were $368,000 at March 31, 2026.
Management cited substantial doubt about Celularity’s ability to continue as a going concern within one year after issuance, saying cash on hand was insufficient for operations, payroll and debt obligations over the next 12 months and additional financing was needed. The NexGel agreement initially described $35 million in aggregate consideration, including up to $20.0 million in milestones; its April-amended terms describe $13.3 million in consideration, including $4.8 million cash at closing, $0.6 million Q2 cash contingent on filing the 2025 annual report, $2.9 million in assumed employee commissions and a $5.0 million, 18-month convertible note. Nasdaq notices cited market value below $35 million and a bid below $1.00, with deadlines of December 7, 2026, for market value and January 19, 2027, for bid price.
On September 24, 2026, the Philip & Daniele Barach Family Trust purchased from Celularity Inc. a senior secured convertible promissory note with $3,210,000 aggregate principal. Celularity issued five-year warrants to purchase 1,177,000 Class A shares at $1.50 per share, subject to adjustment. The Trust may purchase additional notes with up to $2,915,531 aggregate principal on or before September 30, 2027; in connection with that purchase, Celularity would issue warrants to purchase up to 1,457,765 shares at $2.00 per share.
The notes bear 10% annual interest payable in kind, increasing to 15% upon an Event of Default, and mature on the second anniversary of issuance. A first-priority security interest over substantially all of Celularity’s and its material subsidiaries’ assets secures the notes, subject to exclusions and priority agreements. The Trust has the right to designate two directors to a five-member board; Philip Barach was appointed September 24, 2026. Spending the financing proceeds is limited until the board is composed as required by the Board Rights Agreement.
The reported ownership figures differ by section: the cover pages list shared voting and dispositive power over 11,940,187 shares, or 29.0%, while Item 5 states that each reporting person beneficially owns 9,491,270 shares, or 24.5%, based on 29,283,614 shares outstanding as of June 30, 2026.
Celularity Inc. (CELU) entered an agreement to issue up to $25.0 million aggregate principal amount of senior secured convertible notes with warrants in two tranches. At the September 24, 2026 initial closing, Celularity issued approximately $11.01 million principal for approximately $11.01 million in gross cash proceeds before fees and expenses, plus warrants for approximately 4,037,000 shares at an initial $1.50 exercise price. The notes initially convert at $1.50 per share into approximately 7,340,000 shares, excluding accrued interest and adjustments.
Notes bear 10% annual interest, compounded annually, and mature 24 months after their respective issue dates. They are secured by substantially all assets of Celularity and certain subsidiaries, subject to exclusions and permitted liens. Purchasers may elect the potential $10.0 million second tranche through September 30, 2027. If required Nasdaq stockholder approval is not obtained by December 19, 2026, outstanding note conversion and warrant exercise prices decline 10% effective December 20, 2026, subject to the agreement.
Helena Global Investment Opportunities 1 Ltd converted $1.197 million principal into 700,000 shares at $1.71 and received 2,000,000 settlement shares. If performance conditions are met, Helena will return the portion it is not entitled to retain under a share-based make-whole tied to the November 16, 2026 closing price; otherwise it may retain all 2,000,000 shares and may receive additional shares.
Celularity Inc (CELU) reports that the Philip & Daniele Barach Family Trust, a 10% owner, amended existing notes and purchased September 2026 Notes and received warrants on September 23, 2026. The note amendment reduced the conversion price from $1.66 to $1.50 per share and extended maturity from December 31, 2026, to September 23, 2028; shares issuable upon conversion increased from 1,807,229 to 2,000,000.
The trust purchased notes with $3,210,000 aggregate principal for cash and received warrants for 1,177,000 underlying Class A shares without additional consideration. It also received options, exercisable until September 30, 2027, to purchase up to $2,915,531 principal of notes convertible into up to 1,457,765 shares and to obtain up to 1,457,765 warrants. The exercise price on existing warrants fell from $2.00 to $1.50 per share, and their termination date was extended to September 23, 2031.
Celularity Inc. (CELU) reported note and warrant acquisitions and amendments on September 23, 2026, involving securities directly owned by The Philip and Daniele Barach Family Trust. Barach Daniele Wolf, a 10% owner, is the trust’s trustee and has independent voting and disposition power; Wolf disclaims beneficial ownership except to the extent of Wolf’s pecuniary interest.
An existing note’s conversion price fell from $1.66 to $1.50 per share, its maturity was extended from December 31, 2026 to September 23, 2028, and shares issuable increased from 1,807,229 to 2,000,000, with no additional consideration. The trust purchased $3,210,000 in aggregate principal amount of September 2026 Notes for cash, convertible into 2,140,000 Class A shares at $1.50, and obtained 1,177,000 warrants at a $1.50 exercise price for no additional consideration. It also received options, exercisable at any time until September 30, 2027, to purchase up to $2,915,531 in aggregate principal amount of September 2027 Notes and obtain up to 1,457,765 warrants; the corresponding conversion and exercise prices are $2.00. Existing warrants were amended to reduce their exercise price from $2.00 to $1.50 and extend their termination date to September 23, 2031, with no additional consideration.