UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
Commission
File Number: 001-38914
NOTIFICATION
OF LATE FILING
| ☐ Form 10-K |
☐ Form
20-F |
☐ Form
11-K |
☒Form
10-Q |
| ☐ Form
10-D |
☐ Form
N-SAR |
☐ Form
N-CSR |
|
For
Period Ended: March 31, 2026
| ☐ Transition
Report on Form 10-K |
☐ Transition
Report on Form 10-Q |
| ☐ Transition
Report on Form 20-F |
☐ Transition
Report on Form N-SAR |
| ☐ Transition
Report on Form 11-K |
|
For
the Transition Period Ended: _______________________________________
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _______________________________________
PART
I
REGISTRANT
INFORMATION
| Full name of registrant |
Celularity Inc. |
| Former name if applicable |
|
| Address of principal executive office |
170 Park Ave |
| City, state and zip code |
Florham Park, NJ 07932 |
PART
II
RULE
12b-25 (b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25
(b), the following should be completed. (Check box if appropriate.)
| |
(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
| ☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof
will be filed on or before the 15th calendar day following the prescribed due date or the subject quarterly report or
transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth
calendar day following the prescribed due date; and |
| |
(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III
NARRATIVE
State
below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could
not be filed within the prescribed time period.
Celularity
Inc. (“Celularity”) will be unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the
three months ended March 31, 2026 (the “March 2026 Form 10-Q”) with the Securities and Exchange Commission (“SEC”) within
the prescribed time period. Constraints in Celularity’s liquidity position and financial accounting staffing levels caused a delay
in the financial close and reporting process and preparation of the consolidated financial statements. Celularity is working diligently
and plans to file the March 2026 Form 10-Q as soon as practicable.
PART
IV
OTHER
INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification
| John Sprague |
|
(908) |
|
845-4530 |
| (Name) |
|
(Area Code) |
|
(Telephone Number) |
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If the answer is no, identify report(s).
☒ Yes
☐ No
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
☐ Yes
☒ No
If
so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
Celularity
Inc.
(Name
of Registrant as Specified in Charter)
Has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
| Dated: May 15, 2026 |
|
/s/
John Sprague |
| |
By: |
John Sprague |
| |
Title: |
Acting
Chief Financial Officer |
