STOCK TITAN

Nasdaq issues bid-price deficiency notice to Celularity (NASDAQ: CELU)

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • None.

Negative

  • Nasdaq minimum bid deficiency: Celularity received notice that its Class A common stock closed below $1.00 for 30 consecutive business days, putting its Nasdaq Capital Market listing at risk if compliance is not restored by January 19, 2027.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities
The company received a delisting notice or transferred its listing to a different exchange.
Consecutive days below $1.00 30 consecutive business days Closing bid price under $1.00 per share triggering Nasdaq notice
Minimum bid requirement $1.00 per share Nasdaq Listing Rule 5450(a)(1) minimum bid price for continued listing
Initial compliance period 180 calendar days Time allowed under Nasdaq Listing Rule 5810(c)(3)(A) to cure deficiency
Compliance deadline January 19, 2027 End of the 180-day period to restore minimum bid price compliance
Days of required compliant trading 10 consecutive business days Period closing bid must be at or above $1.00 to regain compliance
Nasdaq Listing Rule 5450(a)(1) regulatory
"no longer complies with the minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1)"
Nasdaq Listing Rule 5450(a)(1) is a continued-listing standard that sets a minimum share price companies must maintain to remain listed on the Nasdaq market—commonly a $1.00 per-share threshold. Investors care because falling below that floor can trigger a compliance review and possible delisting, which is like failing a minimum grade and losing access to the public market; delisting can reduce liquidity, visibility and the ability to raise capital.
Nasdaq Listing Rule 5810(c)(3)(A) regulatory
"In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days"
minimum bid price requirement regulatory
"no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market"
A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.
market value of publicly held shares financial
"may be eligible for an additional 180-day grace period if the Company meets the continued listing requirement for market value of publicly held shares"
The market value of publicly held shares is the total dollar worth of a company’s shares that are available to outside investors, calculated by multiplying the current market price by the number of shares held by the public (the “float”). It matters because it tells investors how much of the company is actually tradable and how the market is pricing that tradable portion—like a price tag on the items on a store shelf, it affects liquidity, volatility and how easy it is to buy or sell a meaningful stake.
Nasdaq Capital Market regulatory
"continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5450(a)(1)"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates

FAQ

What Nasdaq notice did Celularity (CELU) receive on July 23, 2026?

Celularity received a Nasdaq notice that its Class A common stock no longer meets the $1.00 minimum bid price requirement after trading below $1.00 for 30 consecutive business days under Nasdaq Listing Rule 5450(a)(1).

How long does Celularity (CELU) have to regain Nasdaq bid-price compliance?

Celularity has 180 calendar days, until January 19, 2027, to regain compliance. During this period, it must restore its closing bid price to at least $1.00 per share for a required time span.

What must Celularity’s (CELU) share price do to regain Nasdaq compliance?

To regain compliance, the closing bid price of Celularity’s Class A common stock must be at least $1.00 per share for a minimum of 10 consecutive business days before January 19, 2027.

Does the Nasdaq notice immediately affect Celularity (CELU) trading on Nasdaq?

The notice has no immediate effect on Celularity’s listing. Its Class A common stock continues to trade on the Nasdaq Capital Market under the symbol CELU while the company works to regain compliance.

What happens if Celularity (CELU) does not regain compliance by January 19, 2027?

If Celularity does not regain compliance by January 19, 2027, it may qualify for an additional 180-day grace period if it meets all initial Nasdaq Capital Market listing standards other than the bid price requirement.

Can Celularity (CELU) be sure it will stay listed on Nasdaq?

The company states there is no assurance it will regain compliance during the 180-day period, obtain a second 180-day extension, or continue to meet other Nasdaq listing requirements, leaving delisting a potential risk.
false 0001752828 0001752828 2026-07-23 2026-07-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): July 23, 2026

 

Celularity Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38914   83-1702591

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

170 Park Ave

Florham Park, New Jersey

  07932
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (908) 768-2170

 

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share   CELU   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

 

 

 

 

 

 

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On July 23, 2026, Celularity Inc. (the “Company”) received notice from the Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5450(a)(1) because the closing bid price for the Company’s Class A common stock has fallen below $1.00 per share for the last 30 consecutive business days. Nasdaq’s notice has no immediate effect on the listing of the Company’s common stock, which continues to trade on the Nasdaq Capital Market under the symbol “CELU.”

 

In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days, or until January 19, 2027, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s Class A common stock must meet or exceed $1.00 per share for a minimum of 10 consecutive business days prior to January 19, 2027. If the Company does not regain compliance by January 19, 2027, the Company may be eligible for an additional 180-day grace period if the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement.

 

The Company intends to actively monitor the closing bid price of its Class A common stock and will evaluate available options to regain compliance with the minimum bid requirement. However, there can be no assurance that the Company will regain compliance with the minimum bid requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements.

 

-2-

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CELULARITY INC.
Dated: July 29, 2026  
  By:

/s/ K. Harold Fletcher

  Name: K. Harold Fletcher
  Title: Chief Legal and Strategy Officer

 

-3-

 

Filing Exhibits & Attachments

3 documents