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. filings document material events, governance matters, capital-structure disclosures and operating results for a regenerative and cellular medicine company. The record includes Form 8-K reports on material agreements, executive changes and compensation arrangements, along with security disclosures covering Class A common stock and CELUW warrants.
Celularity's proxy materials address director elections, auditor ratification, equity incentive plan amendments and shareholder voting procedures. The filings also cover clinical or regulatory disclosures tied to the company's cell-therapy and regenerative medicine activities, as well as reporting-status matters affecting its Nasdaq listing compliance.
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.