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Celularity regains key Nasdaq listing standards

Celularity has regained Nasdaq compliance on bid price and market value, but its Nasdaq deficiency tied to delayed SEC periodic reports is still unresolved.

(High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Regained Nasdaq compliance on trading standards: Celularity is again in compliance with the Nasdaq minimum bid price requirement under Rule 5550(a)(2) and the minimum market value of listed securities requirement under Rule 5550(b)(2), and Nasdaq has closed these matters.

Negative

  • Nasdaq reporting deficiency still open: Celularity’s deficiency under Nasdaq Listing Rule 5250(c)(1), related to delayed SEC periodic filings, remains outstanding while the company works to complete the delayed reports.

Insights

Analyzing...

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Notification date September 11, 2026 Date Nasdaq notified Celularity it had regained compliance with certain listing requirements
Nasdaq Listing Rule 5550(a)(2) Minimum bid price requirement Rule with which Celularity has regained compliance
Nasdaq Listing Rule 5550(b)(2) Minimum market value of listed securities requirement Rule with which Celularity has regained compliance
Nasdaq Listing Rule 5250(c)(1) Periodic reporting requirement deficiency Remaining Nasdaq deficiency related to delayed SEC periodic reports
minimum bid price requirement market
"regained compliance with the minimum bid price requirement under Nasdaq Listing Rule"
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.
minimum market value of listed securities requirement market
"and the minimum market value of listed securities requirement under Nasdaq Listing"
Nasdaq Listing Rule 5550(a)(2) regulatory
"minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2)"
Nasdaq Listing Rule 5550(b)(2) regulatory
"minimum market value of listed securities requirement under Nasdaq Listing Rule 5550(b)(2)"
Nasdaq Listing Rule 5250(c)(1) regulatory
"previously disclosed deficiency under Nasdaq Listing Rule 5250(c)(1), relating"
Nasdaq Listing Rule 5250(c)(1) requires companies listed on the Nasdaq stock exchange to promptly notify the exchange if their stock price falls below a certain minimum level, known as the "initial listing standards." This rule helps ensure that investors are aware of significant declines in a company's stock value, which could signal financial trouble or increased risk. Essentially, it helps maintain transparency and protect investors by keeping them informed about important changes in a company's stock performance.
periodic reports financial
"relating to the delayed filing of its periodic reports with the Securities"
Regularly scheduled documents that a publicly traded company must provide to disclose its financial results, business operations, risks and significant events — like a report card showing revenue, profits, cash flow and key changes over a set period. Investors use these reports to judge a company's health and trends, compare performance over time, and make informed buy, hold or sell decisions; they act as a routine check-up for financial transparency.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What Nasdaq listing requirements has Celularity (CELU) now regained compliance with?

Celularity has regained compliance with Nasdaq’s minimum bid price requirement under Listing Rule 5550(a)(2) and the minimum market value of listed securities requirement under Listing Rule 5550(b)(2). Nasdaq has advised the company that both of these compliance matters are now closed.

Does Celularity (CELU) still have any outstanding Nasdaq deficiencies?

Yes. Celularity’s previously disclosed deficiency under Nasdaq Listing Rule 5250(c)(1), which relates to delayed filing of its periodic reports with the SEC, remains outstanding. The company states it continues to work to complete its delayed filings and regain compliance with Nasdaq’s periodic reporting requirement.

What is the significance of Nasdaq Listing Rule 5550(a)(2) for Celularity (CELU)?

Nasdaq Listing Rule 5550(a)(2) sets the minimum bid price requirement for continued listing on the Nasdaq Capital Market. Celularity reports it has regained compliance with this requirement, and Nasdaq has closed the related compliance matter.

What does Nasdaq Listing Rule 5550(b)(2) require and how does it affect Celularity (CELU)?

Nasdaq Listing Rule 5550(b)(2) addresses the minimum market value of listed securities requirement for continued listing. Celularity states Nasdaq has confirmed the company has regained compliance with this requirement and that the matter is now closed.

What ongoing steps is Celularity (CELU) taking regarding its SEC filings?

Celularity states it continues to work to complete its delayed periodic filings with the SEC, aiming to resolve its outstanding deficiency under Nasdaq Listing Rule 5250(c)(1) and regain full compliance with Nasdaq’s periodic reporting requirement.

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

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Learn about SEC filing dates
false 0001752828 0001752828 2026-09-11 2026-09-11 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): September 11, 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 8.01. Other Events.

 

On September 11, 2026, Celularity Inc. (“Celularity”) received written notifications from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) confirming that Celularity has regained compliance with 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 advised Celularity that each of these matters is now closed.

 

Celularity’s previously disclosed deficiency under Nasdaq Listing Rule 5250(c)(1), relating to the delayed filing of its periodic reports with the Securities and Exchange Commission, remains outstanding. Celularity continues to work to complete its delayed filings and regain compliance with Nasdaq’s periodic reporting requirement.

 

 

 

 

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: September 14, 2026  
  By: /s/ K. Harold Fletcher
  Name: K. Harold Fletcher
  Title: Chief Legal and Strategy Officer

 

 

 

Filing Exhibits & Attachments

3 documents

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