Every 8-K that Celularity Inc. (CELU) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CELU and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CELU filings page.
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.
Celularity Inc. removed a key member of its senior leadership team. On August 5, 2026, the company terminated the employment of Rick Gonzalez, who served as its Chief Commercial Officer, effective immediately. As of that date, he ceased serving in that role.
The report is executed on behalf of Celularity by K. Harold Fletcher, its Chief Legal and Strategy Officer. Celularity is incorporated in Delaware and maintains its principal executive offices at 170 Park Ave, Florham Park, New Jersey 07932.
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. 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.
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.
Celularity Inc. entered into a Settlement Agreement with Helena Global Investment Opportunities 1 Ltd. to resolve disputes tied to earlier financing documents, including a Securities Purchase Agreement and a Convertible Promissory Note. Helena had previously exchanged Series A Convertible Preferred Stock for a note and delivered a notice of event of default.
Under the settlement, Helena surrendered its Series A Convertible Preferred Stock, while Celularity agreed to pay $500,000 immediately and five consecutive monthly payments of $100,000, assign certain rights under a $2,500,000 promissory note, and amend an existing security agreement. Helena’s release of claims depends on Celularity satisfying specified release conditions.
Celularity Inc. updated investors on its divestiture of its biomaterials business to NexGel and new financing developments. An amendment set total consideration at $13.3 million, including $8.3 million cash at closing and a $5.0 million convertible note, plus eligibility for up to $20.0 million in future milestone payments and royalties. The company reports the transaction allowed it to retire nearly $13.0 million of debt as it refocuses on its core cell therapy platform.
Separately, Helena Global exchanged preferred shares for a $1,970,502.58 convertible promissory note bearing 18% interest, maturing on October 16, 2026, and then delivered an event-of-default notice that Celularity believes stems from its late Form 10‑K filing. If uncured within five business days, Helena may accelerate payment of 115% of amounts owed and increase the interest rate to 15% on any outstanding principal. Celularity also announced leadership changes tied to its strategic realignment, including the termination of a senior vice president and the resignation of its president of degenerative diseases.
Celularity Inc. entered a strategic asset purchase and exclusive license agreement with NexGel, Inc. for its commercial-stage biomaterials portfolio and certain development programs. The deal provides up to $35.0 million in cash consideration, including a $15.0 million upfront payment and up to $20.0 million in net sales–based milestone payments.
Celularity will be the exclusive manufacturer of the licensed products at its FDA-compliant facility, positioning it for ongoing manufacturing revenue and potential royalties on future net sales of certain development-stage products. The company is also realigning its organization, transitioning biomaterials personnel to the partner and further reducing its workforce to lower operating expenses and sharpen its focus on a longevity-focused cell therapy pipeline and scalable manufacturing platform.
Celularity Inc. reported a leadership change in its finance organization. On February 27, 2026, Joseph DosSantos, who was serving as Senior Vice President of Finance and Acting Chief Financial Officer, left the company for personal reasons. On the same date, the company appointed John Sprague as its new Acting Chief Financial Officer. Celularity’s Class A common stock and warrants continue to trade on The Nasdaq Stock Market under the symbols CELU and CELUW.
Celularity Inc. reported a change to the employment terms of senior executive John Haines, who serves as Senior Executive Vice President, Global Manager and Chief Administrative Officer. The Compensation Committee approved a first amendment to his amended and restated employment agreement on January 16, 2026. The amendment increases his severance period from 12 months to 24 months, extends company-paid COBRA health coverage to 18 months, and provides that any of his equity options scheduled to vest during the 24 months after a termination will now vest immediately upon his termination. This filing focuses on executive severance protections rather than operating or financial results.
Celularity Inc. (CELU) entered a financing agreement to sell Series A Convertible Preferred Stock and accompanying warrants in up to three private placement tranches with an aggregate stated value of up to $6,666,667. The preferred shares are sold at 90% of stated value, and the related warrants are issued for no additional consideration.
The company closed the Initial Tranche on October 24, 2025 for gross proceeds of approximately $2,000,000, with two additional tranches of $2,000,000 each available, one contingent on resale registration effectiveness and one at the investor’s option. The preferred stock is convertible at the lower of 110% of the prior close or 95% of the lowest seven-day closing VWAP, subject to a $1.60 per share floor and NASDAQ’s 19.99% cap absent shareholder approval. Dividends accrue at 5% per annum, rising to 18% during a Triggering Event.
The warrants initially carry a $3.00 per share exercise price and a size formula tied to 25% of each tranche’s purchase price. A registration rights agreement requires filing within 30 days and effectiveness within 90 days for resale of conversion and warrant shares. The investor received a first-priority security interest, and redemption terms permit company-initiated redemption at 120% of stated value plus accrued dividends.