Celularity (CELUW) issues Series Seed Preferred for $2.89M

Rhea-AI Filing Summary

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.

Positive

• Entered a material agreement with Defeye resulting in issuance of 7,198.630 Series Seed-2 preferred shares in exchange for $2,890,250 of product purchase credits
• Exhibit filed: Form of Series Seed Preferred Stock Purchase Agreement is included as Exhibit 10.1, providing contract transparency

Negative

• Nasdaq noncompliance notice for failure to timely file the quarterly report for the period ended March 31, 2025
• Short compliance window: Nasdaq granted an exception only until August 31, 2025 to file required reports for periods ended March 31 and June 30, 2025; failure may lead to delisting
• Listing risk remains ongoing until the company satisfies Nasdaq's timely filing criteria or successfully appeals any delisting determination

Insights

Financial Analyst

TL;DR: Company issued 7,198.630 Series Seed-2 preferred shares for $2.89M in product credits and faces Nasdaq filing noncompliance with an Aug 31 deadline.

The issuance to Defeye is a non-cash equity transaction that records $2,890,250 of consideration paid via product purchase credits; the document presents the agreement as material and filed as Exhibit 10.1. Separately, Nasdaq has flagged the company for failure to timely file its quarterly report for the quarter ended March 31, 2025, and granted an exception through August 31, 2025 to file both the March 31 and June 30 reports. This creates a near-term compliance timeline that is material for investors because unresolved noncompliance can result in delisting and procedural appeal steps.

Corporate Governance Expert

TL;DR: Material securities issuance paired with explicit Nasdaq compliance timeline increases governance and listing-risk focus for stakeholders.

The 8-K discloses a material definitive agreement issuing Series Seed-2 preferred stock in exchange for $2,890,250 of product credits, indicating a contractual monetization of supply obligations through equity. The Nasdaq notice and the granted exception through August 31, 2025 highlight an elevated regulatory and disclosure risk until required reports for the periods ended March 31 and June 30, 2025 are filed. The filing documents the remedies path and the availability of an appeal to a Hearings Panel if Nasdaq issues a delisting notice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 5, 2025

Celularity Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38914		83-1702591
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

170 Park Ave Florham Park, New Jersey		07932
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 768-2170

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		CELU		The Nasdaq Stock Market LLC
Warrants, each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share		CELUW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On August 5, 2025, Celularity Inc. (the “Company”) entered into a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc. (“Issuer”) for the issuance of 7,198.630 shares of the Issuer’s Series Seed-2 Preferred Stock (“Preferred Stock”), in exchange for $2,890,250 of product purchase credits pursuant to a supply and distribution agreement between the Company and the Issuer.

The foregoing descriptions of terms and conditions of the Series Seed Preferred Stock Purchase Agreement does not purport to be complete and is qualified in its entirety by the full text of the form of Series Seed Preferred Stock Purchase Agreement which is attached hereto as Exhibit 10.1.

Item 8.01 Other Events

On May 28, 2025, the Company received notice from the Listings Qualification Staff of Nasdaq that as a result of its failure to timely file its quarterly report on Form 10-Q for the quarter ended March 31, 2025, it no longer complied with the continued listing requirements under the timely filing criteria outlined in Nasdaq Listing Rule 5250(c)(1). On August 1, 2025, the Company submitted its plan to Nasdaq to regain compliance. On August 11, 2025, Nasdaq notified the Company that it would have until August 31, 2025 to file its Form 10-Q for the periods ended March 31, 2025 and June 30, 2025. In the event that the Company does not satisfy the terms of the exception, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Series Seed Preferred Stock Purchase Agreement
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CELULARITY INC.
Dated: August 12, 2025
	By:	/s/ Robert J. Hariri
	Name:	Robert J. Hariri, M.D., Ph.D.
	Title:	Chairman and CEO

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FAQ

What did Celularity (CELUW) disclose about the Series Seed issuance?

The company entered a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc. to issue 7,198.630 shares of Series Seed-2 Preferred Stock in exchange for $2,890,250 of product purchase credits.

Why did Nasdaq notify Celularity (CELUW)?

Nasdaq notified the company that it was not in compliance due to failure to timely file its quarterly report for the period ended March 31, 2025.

What deadline did Nasdaq set for Celularity (CELUW) to regain compliance?

Nasdaq informed the company it has until August 31, 2025 to file the reports for the periods ended March 31, 2025 and June 30, 2025 to satisfy the exception.

What happens if Celularity (CELUW) does not meet Nasdaq's exception terms?

If the company does not satisfy the terms, Nasdaq will issue a written delisting notice; the company may then appeal the determination to a Hearings Panel.

Where can I find the details of the Series Seed Preferred Stock Purchase Agreement?

The form of the Series Seed Preferred Stock Purchase Agreement is attached to the filing as Exhibit 10.1.