Celularity cites liquidity issues in delayed Q2 report

Celularity Inc. filed a notice that it will not file its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026 within the required time.

Rhea-AI Filing Summary

Celularity Inc. filed a notice that it will not file its Quarterly Report on Form 10-Q for the three and six months ended June 30, 2026 within the required time. The company cites liquidity constraints and limited financial accounting staffing, which have delayed its financial close and reporting process and completion of consolidated financial statements.

Celularity states that it is working diligently and plans to file the June 2026 Form 10-Q as soon as practicable, using the relief mechanism available under Rule 12b-25 for late filings.

Positive

• None.

Negative

• Delayed Form 10-Q filing due to liquidity and staffing issues, indicating operating and reporting pressure that may concern investors about short-term financial health and controls.

Filing Explained

Beyond the disclosed staffing and liquidity delays, the August 14, 2026 notice says Celularity is seeking Rule 12b-25 relief and will file the June 30, 2026 Form 10-Q on or before the fifth calendar day after its prescribed due date, rather than by the original deadline.

Key Figures

Reporting period end date: June 30, 2026 Notification signature date: August 14, 2026 Principal executive office ZIP code: 07932

3 metrics

Reporting period end date June 30, 2026 End date for the three- and six-month period covered by the delayed Form 10-Q

Notification signature date August 14, 2026 Date the Chief Financial Officer signed the late filing notification

Principal executive office ZIP code 07932 ZIP code of Celularity’s principal executive office in Florham Park, NJ

Key Terms

Rule 12b-25, liquidity position, financial close, consolidated financial statements

4 terms

Rule 12b-25 regulatory

"seeks relief pursuant to Rule 12b-25 (b)"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

liquidity position financial

"Constraints in Celularity’s liquidity position and financial accounting staffing levels"

Liquidity position describes how much cash and easily converted-into-cash assets an organization has relative to its upcoming bills and obligations. Think of it like a household’s checking account and emergency fund: it shows whether the business can pay short-term costs, cover debt and handle surprises without selling long-term investments. Investors care because a stronger liquidity position reduces the risk of bankruptcy, supports operations and gives flexibility for opportunities or downturns.

financial close financial

"have caused delays in the financial close and reporting process"

Financial close is the moment when all loan and contract conditions for a financing deal are satisfied, the legal documents are signed and the agreed funds become available to the borrower — like the moment a home sale finishes and the buyer’s mortgage money is released. For investors, it matters because it turns promised financing into real cash that allows a project or company to move from planning to execution, reducing funding risk and clarifying near-term cash flows and timelines.

consolidated financial statements financial

"and the preparation of the consolidated financial statements"

Consolidated financial statements combine the financial results of a parent company and all the companies it controls into one set of reports, like showing the whole family’s budget instead of each person’s separate accounts. For investors this matters because it gives a complete picture of assets, debts, revenue and cash flow across the entire group, helping assess true size, risk and profitability without missing or double-counting related activity.

FAQ

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

Why is Celularity (CELU) delaying its June 30, 2026 Form 10-Q filing?

Celularity is delaying its June 30, 2026 Form 10-Q because liquidity constraints and limited financial accounting staffing have slowed its financial close and reporting process, preventing timely completion of consolidated financial statements.

What period does Celularity’s delayed Form 10-Q (CELU) cover?

The delayed Form 10-Q covers Celularity’s results for the three and six months ended June 30, 2026. The company indicates it will file this quarterly report as soon as practicable.

How is Celularity (CELU) using Rule 12b-25 in this late 10-Q filing?

Celularity is relying on Rule 12b-25, which allows additional time to file when reports cannot be completed without unreasonable effort or expense. The company has submitted a notification of late filing under this rule.

Does Celularity (CELU) mention financial difficulties in the late filing notice?

Yes. Celularity cites constraints in its liquidity position along with financial accounting staffing shortages as reasons for the delay, suggesting pressure on its near-term financial flexibility and reporting capacity.

When did Celularity (CELU) sign the notification of late filing?

Celularity’s Chief Financial Officer, John Sprague, signed the notification on August 14, 2026, formally informing the SEC that the June 2026 Form 10-Q would not be filed on time.

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

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Accepted by SEC EDGAR 08/14/2026 - 04:05 PM EDT Learn about SEC filing dates

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: June 30, 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 and six months ended June 30, 2026 (the “June 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 have caused delays in the financial close and reporting process and the preparation of the consolidated financial statements. Celularity is working diligently and plans to file the June 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.

-2-

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: August 14, 2026		/s/ John Sprague
	By:	John Sprague
	Title:	Chief Financial Officer

-3-