Celularity gets Nasdaq notice on $35M value

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

Insights

Nasdaq has flagged Celularity for low market value, creating delisting risk if compliance is not restored.

Celularity received a Nasdaq notice that its Market Value of Listed Securities has stayed below the $35 million threshold for 30 consecutive business days. This puts the company out of compliance with Nasdaq Listing Rule 5550(b)(2), although trading continues for now on the Nasdaq Capital Market.

The company has 180 calendar days, until December 7, 2026, to lift its market value and keep it at or above $35.0 million for at least 10 consecutive business days. Management is evaluating options, including potentially boosting stockholders’ equity to at least $2.5 million, which could satisfy an alternative continued listing standard.

If Celularity does not regain compliance by the deadline, Nasdaq may move to delist its securities, though the company would be able to appeal. Actual impact will depend on whether the company can execute actions that restore compliance within the grace period.

8-K Event Classification

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

1 item

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, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

MVLS minimum: $35 million Non-compliance period: 30 business days Cure period length: 180 calendar days +3 more

6 metrics

MVLS minimum $35 million Required Market Value of Listed Securities under Nasdaq Rule 5550(b)(2)

Non-compliance period 30 business days Consecutive days MVLS was below $35 million before notice

Cure period length 180 calendar days Grace period to regain MVLS compliance ending December 7, 2026

Compliance deadline December 7, 2026 Date by which Celularity must regain Nasdaq MVLS compliance

Alternative equity standard $2.5 million Stockholders’ equity level company may target to meet alternative listing standard

Compliance window requirement 10 business days Minimum consecutive days MVLS must be at or above $35.0 million

Key Terms

Market Value of Listed Securities, Nasdaq Listing Rule 5550(b)(2), Nasdaq Capital Market, continued listing standard, +1 more

5 terms

Market Value of Listed Securities financial

"the Company’s minimum Market Value of Listed Securities was below the minimum of $35 million"

Market value of listed securities is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use it as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

Nasdaq Listing Rule 5550(b)(2) regulatory

"required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2)"

Nasdaq Capital Market regulatory

"required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2)"

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.

continued listing standard regulatory

"other options to regain compliance with Nasdaq’s continued listing standard such as by increasing its stockholders’ equity"

Continued listing standards are the ongoing rules a stock exchange or trading venue requires a company to meet to keep its shares listed, such as minimum share price, market value, shareholder equity, and timely financial reporting. For investors, these standards matter because failure to meet them can trigger warnings or removal from the exchange, which can reduce a stock’s visibility, trading liquidity, and value—similar to how failing building inspections can limit a business’s ability to operate publicly.

emerging growth company regulatory

"Emerging growth company Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

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

Why did Celularity (CELU) receive a Nasdaq deficiency notice?

Celularity received a Nasdaq notice because its Market Value of Listed Securities stayed below $35 million for 30 consecutive business days. This violates Nasdaq Listing Rule 5550(b)(2), which requires at least $35.0 million in market value for continued listing on the Nasdaq Capital Market.

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

Celularity has 180 calendar days, until December 7, 2026, to regain compliance. It must achieve a Market Value of Listed Securities of at least $35.0 million for a minimum of 10 consecutive business days within this grace period to satisfy Nasdaq’s MVLS requirement.

Is Celularity (CELU) being delisted from Nasdaq now?

Celularity is not being delisted immediately. The notice only indicates a deficiency with Nasdaq’s $35 million Market Value of Listed Securities requirement. The company retains its Nasdaq Capital Market listing during the 180-day cure period ending on December 7, 2026.

What can Celularity (CELU) do to regain Nasdaq listing compliance?

To regain compliance, Celularity must reach and maintain a Market Value of Listed Securities of at least $35.0 million for 10 consecutive business days within the 180-day period. It may also consider increasing stockholders’ equity to at least $2.5 million to meet an alternative Nasdaq standard.

What happens if Celularity (CELU) cannot meet Nasdaq’s requirements by the deadline?

If Celularity does not regain compliance by December 7, 2026, Nasdaq may notify the company that its securities are subject to delisting from the Nasdaq Capital Market. Celularity would then have the opportunity to appeal the delisting determination under Nasdaq’s procedures.

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

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Accepted by SEC EDGAR 06/12/2026 - 05:15 PM

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): June 9, 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
Warrants, each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share	CELUW	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 June 9, 2026, Celularity Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days prior to the date of the Notice, the Company’s minimum Market Value of Listed Securities was below the minimum of $35 million required for continued listing on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(C), Nasdaq has provided the Company with 180 calendar days, or until December 7, 2026 (the “Compliance Date”), to regain compliance with the MVLS Requirement. If the Company regains compliance with the MVLS Requirement, Nasdaq will provide written confirmation to the Company and close the matter.

The Notice does not result in the delisting of the Company’s common stock from the Nasdaq Capital Market. To regain compliance with the MVLS Requirement, the market value of the Company’s common stock must meet or exceed $35.0 million for a minimum of 10 consecutive business days during the 180-day grace period ending on the Compliance Date, unless the Staff exercises its discretion to extend this ten consecutive business day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H). The Company is evaluating potential actions to regain compliance with the MVLS Requirement and intends to actively monitor the market value of its listed securities. The Company may also, if appropriate, consider other options to regain compliance with Nasdaq’s continued listing standard such as by increasing its stockholders’ equity to at least $2.5 million.

In the event the Company does not regain compliance prior to the Compliance Date, the Company will receive written notification that its securities are subject to delisting, at which point the Company may appeal the delisting determination.

There can be no assurance that the Company will be successful in maintaining its listing of its common stock on the Nasdaq Capital Market.

-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: June 12, 2026
	By:	/s/ John Sprague
	Name:	John Sprague
	Title:	Chief Financial Officer

-3-

Source: View Original Filing on SEC EDGAR

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Celularity gets Nasdaq notice on $35M value

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