Welcome to our dedicated page for Celularity SEC filings (Ticker: CELUW), 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.
This page compiles SEC filings for Celularity Inc. related to its publicly traded warrants under the symbol CELUW, alongside disclosures for its Class A common stock (CELU). Celularity is a regenerative and aging-related cellular medicine company that develops placenta-derived biomaterial products and cell therapies, and its regulatory filings provide detailed information on how these activities intersect with its capital structure, including warrants, debt, and equity financings.
Investors researching CELUW can review current reports on Form 8-K describing material definitive agreements, such as securities purchase agreements for private placements of common stock and warrants, promissory notes secured by company assets, and warrant repricing or adjustment arrangements. Filings also outline the terms of listed warrants, including that each CELUW warrant is exercisable for a fraction of a share of Class A common stock at a stated exercise price, subject to the specific conditions in the warrant agreements attached as exhibits.
Celularity’s filings further describe significant balance sheet and intellectual property transactions, including an Asset Purchase Agreement with Celeniv Pte. Ltd. and a related License Agreement that retired senior secured debt while granting Celularity an exclusive, royalty-bearing license and an option to repurchase the sold intellectual property. Other filings discuss Nasdaq Listing Rule 5250(c)(1) compliance, including notices regarding delayed Form 10-Q reports and subsequent confirmation of compliance after the company filed its quarterly reports.
On Stock Titan, SEC documents such as 10-Qs, 10-Ks, and 8-Ks are updated from EDGAR and can be paired with AI-powered summaries that explain key terms, highlight warrant and equity mechanics, and surface notable changes in obligations or ownership structures. Users can also examine warrant-related exhibits and other equity-linked agreements to understand how CELUW interacts with CELU common stock and how new financings or restructurings may affect existing securities.
Philip & Daniele Barach Family Trust reports beneficial ownership of 3,012,048 shares of Celularity Inc. Class A common stock, representing 9.56% of the outstanding Class A shares as of December 19, 2025. The position arises from a structured financing completed on that date.
Celularity issued the trust a $7,000,000 senior secured note and a $3,000,000 convertible secured note, along with five‑year warrants to purchase 3,707,457 shares at $2.00 per share. The convertible notes, including up to $2,000,000 in additional notes at the trust’s option, are convertible at $1.66 per share, which would result in 3,012,048 shares if fully converted.
The trust’s notes carry interest of 4% on the senior note and 8% on the convertible note, both with potential step‑ups to 12% upon defined events of default. The trust received first‑priority security interests over substantially all company assets for the senior note and over certain Qualified Financing proceeds for the convertible note, as well as registration rights and a non‑voting board observer right for Philip Barach.
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. received Amendment No. 1 to a Schedule 13G from Lincoln Alternative Strategies LLC regarding its Class A common stock. The filer now reports beneficial ownership of 0 shares, representing 0% of the class, and indicates ownership of five percent or less of the stock. The certification states the securities were not acquired and are not held to change or influence control of Celularity and are not part of any control-related transaction.
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. reported unaudited interim financials showing a wide operating deficit and continued liquidity pressure. The company had an accumulated deficit of $944,025 and total current assets of $17,263 versus total current liabilities of $69,227, indicating current liabilities materially exceed short-term resources. The filing discloses substantial outstanding debt subject to forbearance agreements, and management states the company expects to continue incurring significant operating losses and using net cash for operations. Warrant liabilities rose to $8,780 from $3,264, and the company recorded losses on debt extinguishment (including $5,736) during the six months ended June 30, 2025. Material financing and restructuring activities noted include PIPE and registered-direct financings (e.g., $6,000 January 2024 PIPE) and planned asset transactions (Asset Purchase Agreement for $33,812) to address indebtedness.
Celularity, Inc. reported interim results in a Form 10-Q for the quarter ended March 31, 2025. The company had $22,080 of current assets and $58,690 of current liabilities, reflecting a working capital deficit. Total long-term related‑party debt was $36,492 and warrant liabilities increased to $8,067 as of March 31, 2025. Accumulated deficit was $919,501. Net revenues from services were $1,408 for the quarter, up 9.4% from $1,287 year‑over‑year, while loss before income taxes narrowed to $(19,754) from $(22,013). The filing discloses multiple debt facilities, forbearance arrangements and convertible note terms, material warrant and contingent consideration balances, and ongoing litigation and settlement items. The company states it expects to continue incurring operating losses and using cash for operations.
Lincoln Alternative Strategies LLC reported beneficial ownership of 1,230,769 shares of Celularity Inc. Class A common stock, representing 5.14% of the class based on 23,949,229 shares outstanding as of August 26, 2025. The filing on a Schedule 13G discloses that the reporting person has sole voting and dispositive power over these shares and certifies the holdings were not acquired to change or influence control of the issuer. The document lists the reporting person’s principal address in Miami Beach, FL, and the issuer’s principal executive office in Florham Park, NJ.
Celularity Inc. entered into an asset purchase agreement with Celeniv Pte. Ltd., selling certain intellectual property for a purchase price of $33,812,230. Celularity used this amount to fully satisfy a $27,000,000 loan under a prior loan agreement and a $6,812,230 promissory note that had both been assigned to Celeniv, extinguishing these senior secured debts.
At the same time, Celeniv granted Celularity an exclusive, irrevocable, worldwide, royalty-bearing license to the transferred technology and related marks, in exchange for a low double digit percentage of the Purchase Price paid in quarterly installments. Celularity received a five-year option to buy back all of Celeniv’s rights in the licensed technology for a mid eight digit amount if exercised within one year of the effective date, with an additional payment formula if exercised later. The company also reports creating four wholly owned operating subsidiaries for its commercial businesses.
Celularity Inc. entered a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc., receiving 7,198.630 shares of Series Seed-2 Preferred Stock in exchange for $2,890,250 of product purchase credits under their supply and distribution arrangement.
The company also disclosed that Nasdaq notified it of noncompliance for failing to timely file its quarterly report for the period ended March 31, 2025. The company submitted a plan to Nasdaq and was informed it has until August 31, 2025 to file required reports for the periods ended March 31, 2025 and June 30, 2025; failure to meet the exception could lead to delisting, with an appeal available to a Hearings Panel. The filing lists the form of the purchase agreement as Exhibit 10.1 and interactive XBRL cover page as Exhibit 104.