Welcome to our dedicated page for Celularity SEC filings (Ticker: CELU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Celularity Inc. (NASDAQ: CELU) files a range of documents with the U.S. Securities and Exchange Commission that provide detailed information on its regenerative and aging-related cellular medicine business. These SEC filings include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements, along with registration statements and other materials related to its capital structure and corporate actions.
For Celularity, periodic reports such as the 10-K and 10-Q describe its focus on advanced biomaterial products and placental-derived cell therapies, outline risk factors, and summarize its financial condition and results of operations. Current reports on Form 8-K disclose material events, including financing arrangements like private placements of Series A Convertible Preferred Stock with accompanying warrants, security agreements, and registration rights agreements, as well as balance sheet restructuring transactions involving the monetization and licensing of intellectual property assets.
Definitive proxy statements, such as the company’s DEF 14A, provide information on matters submitted to stockholders, including the election of directors, ratification of the independent registered public accounting firm, and amendments to equity incentive plans. These documents also discuss Celularity’s capital stock, governance practices, and executive compensation. Together, they offer a structured view of how the company manages its corporate affairs as a Nasdaq-listed issuer.
On this page, Celularity’s SEC filings are presented with real-time updates from EDGAR. Users can access 10-K and 10-Q reports for deeper insight into the company’s regenerative medicine platform and business units, review 8-K filings for recent financing and strategic transactions, and examine proxy materials for governance and equity plan details. AI-powered summaries help explain key terms in complex filings, highlight important provisions in instruments such as preferred stock designations and warrants, and make it easier to understand how specific disclosures may relate to Celularity’s placental-derived products, clinical programs, and financial position.
Celularity Inc. director Diane L. Parks received an award of 30,000 restricted stock units (RSUs) of Class A common stock on January 12, 2026, reported at a grant price of $0 per share. Each RSU represents the right to receive one share of Class A common stock.
The RSUs vest on the earlier of the one-year anniversary of the grant date and the next annual stockholder meeting, if she continues serving the company through that date. Following this grant, she beneficially owns 520,021 shares of Class A common stock, including the new RSUs granted under the 2021 Equity Incentive Plan.
Celularity Inc. (CELU) reported an equity award to a director. Director Diane Parks received 61,539 restricted stock units (RSUs) of Class A common stock on 11/19/2025 under the Celularity Inc. 2021 Equity Incentive Plan. Each RSU represents the right to receive one share of Class A common stock, and the RSUs vest and become exercisable on the grant date at a price of $0.00 per share. Following this grant, Diane Parks beneficially owns 365,021 shares of Celularity Class A common stock in direct ownership.
Celularity Inc. (CELU) reported a new equity grant to a director. On 11/19/2025, the reporting person, who serves as a director of Celularity, received 3,699 shares of Class A common stock in the form of restricted stock units (RSUs) under the Celularity Inc. 2021 Equity Incentive Plan.
Each RSU represents a right to receive one share of Celularity's Class A common stock, and the RSUs vest and become exercisable on the date of grant. After this transaction, the director beneficially owns 3,699 Class A common shares directly.
Celularity Inc. (CELU) director Geoffrey Ling reported a grant of 44,379 restricted stock units (RSUs). The transaction occurred on 11/19/2025 and was reported on a Form 4 as an acquisition of Class A common stock at a stated price of $0.00 per share, reflecting an equity award rather than an open-market purchase.
Each RSU represents the right to receive one share of Celularity’s Class A common stock, and the RSUs vest and become exercisable on the grant date under the company’s 2021 Equity Incentive Plan. Following this award, Ling beneficially owns 111,795 shares of Class A common stock in direct form, aligning his interests more closely with those of shareholders.
Celularity Inc. (CELU) director Peter Diamandis reported an equity award of 47,042 restricted stock units (RSUs) of Class A common stock. Each RSU represents the right to receive one share of Celularity's Class A common stock. The RSUs were granted on 11/19/2025 under the Celularity Inc. 2021 Equity Incentive Plan and shall vest and become exercisable on the grant date, meaning they are not subject to a future service-based vesting schedule. The Form 4 shows the transaction price as $0.00, consistent with a typical director equity grant rather than an open-market purchase. Following this grant, Diamandis is reported to beneficially own 248,765 shares of Class A common stock in direct ownership.
Celularity Inc. filed its quarterly report for the period ended September 30, 2025, highlighting lower revenue and ongoing liquidity pressure. Total net revenues were $5,284 for the quarter, and the company reported a net loss of $23,076. For the nine months, net revenues reached $22,446 with a net loss of $67,354.
The company disclosed substantial doubt about its ability to continue as a going concern, citing continued operating losses and the need for additional financing. As of September 30, 2025, cash and cash equivalents were $120 and restricted cash was $10,135. Stockholders’ (deficit) equity was $(20,094), reflecting accumulated losses and new obligations, including a long-term licensing obligation of $34,234. Product sales fell year over year while services were steady and license/royalty revenue declined.
Shares outstanding were 28,216,485 as of September 30, 2025, and 28,328,880 as of November 14, 2025.
Celularity Inc. (CELU) filed a Form S-8 to register 2,270,311 additional shares of its Class A common stock for issuance under the Celularity Inc. 2021 Equity Incentive Plan.
The plan provides for automatic annual share increases, and this filing covers the additional shares reserved as of January 1, 2023, January 1, 2024, and January 1, 2025. The company is using General Instruction E to register additional securities and incorporates prior S-8 filings from 2021 and 2022 by reference. This is an administrative step to support ongoing equity compensation under the existing plan.
Celularity Inc. (CELU) filed its 2025 proxy for the annual meeting on December 19, 2025 at 9:00 a.m. ET at headquarters in Florham Park, NJ. Stockholders will vote to elect three Class I directors (Peter Diamandis, M.D., Diane Parks, and Geoffrey Ling, M.D.), ratify EisnerAmper LLP as independent auditor for 2025, and amend the 2021 Equity Incentive Plan to increase shares reserved for awards by 3,500,000 shares.
The board recommends voting FOR all proposals. Directors are elected by plurality; Proposals 2 and 3 require a majority of voting power present. The election of directors and the equity plan amendment are non‑discretionary for brokers; auditor ratification is discretionary.
Record date is October 30, 2025. Shares outstanding were 28,316,485 as of October 30, 2025. Principal holders include Tan Sri Lim Kok Thay (14,138,161 beneficially) and affiliates noted in the filing. Proxy materials and the annual report are available at https://www.cstproxy.com/celularity/2025.
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.