Every 8-K that Celularity Inc (CELUW) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow CELUW and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full CELUW filings page.
Celularity Inc. removed a key member of its senior leadership team. On August 5, 2026, the company terminated the employment of Rick Gonzalez, who served as its Chief Commercial Officer, effective immediately. As of that date, he ceased serving in that role.
The report is executed on behalf of Celularity by K. Harold Fletcher, its Chief Legal and Strategy Officer. Celularity is incorporated in Delaware and maintains its principal executive offices at 170 Park Ave, Florham Park, New Jersey 07932.
Celularity Inc. reported that on July 23, 2026 it received a notice from the Nasdaq Stock Market stating its Class A common stock no longer meets the $1.00 per share minimum bid price requirement under Nasdaq Listing Rule 5450(a)(1), after the closing bid stayed below that level for 30 consecutive business days.
The notice does not immediately affect trading of CELU shares on the Nasdaq Capital Market. Under Nasdaq Listing Rule 5810(c)(3)(A), Celularity has 180 calendar days, until January 19, 2027, for its closing bid price to be at least $1.00 for a minimum of 10 consecutive business days to regain compliance. The company plans to monitor its share price and evaluate options, while cautioning there is no assurance it will regain compliance, obtain a second 180-day grace period, or maintain compliance with other Nasdaq listing requirements.
Celularity Inc. entered into a new secured loan agreement with the Philip & Daniele Barach Family Trust, a trust affiliated with a holder of more than five percent of its Class A common stock. The trust will lend $1,000,000 to Celularity at a 4.0% annual interest rate, rising to 18.0% upon an event of default at the lender’s election. The loan is secured by a first-priority security interest in substantially all of the company’s personal property and matures on the earlier of 30 days after closing or Celularity’s receipt of gross proceeds from certain financing or strategic transactions.
The agreement includes customary representations, covenants and events of default, and was structured as a related person transaction. Separately, effective June 26, 2026, board member Vincent LeVien resigned from the Board of Directors, and Celularity stated his resignation was not due to any disagreement over operations, policies or practices.
Celularity Inc. named two long-time senior executives to new top roles. Effective June 19, 2026, the Board appointed Steven N. Gordon, Esq. as Chief Operating and Administrative Officer and also elected him to the Board of Directors. He has been EVP, Business Affairs since January 2026 and has worked on the company’s financing, restructuring and strategic initiatives.
The Board also appointed K. Harold Fletcher, Esq. as Chief Legal and Strategy Officer and Corporate Secretary, after serving as EVP, Legal and Strategy and previously as General Counsel and Chief Compliance Officer. The company states there are no family relationships or special arrangements related to these appointments, and that any detailed compensation terms or related-party transactions will be described in later filings if required.
Celularity Inc. reported that Nasdaq notified the company on June 9, 2026 that its Market Value of Listed Securities has been below the required $35 million minimum for 30 consecutive business days, triggering a continued listing deficiency under Nasdaq Listing Rule 5550(b)(2).
The company has 180 calendar days, until December 7, 2026, to regain compliance by maintaining a market value of listed securities of at least $35.0 million for 10 consecutive business days. Celularity is evaluating potential actions and may also consider raising stockholders’ equity to at least $2.5 million to meet an alternative Nasdaq standard, but there is no assurance it will maintain its Nasdaq Capital Market listing.
Celularity Inc. entered into a Settlement Agreement with Helena Global Investment Opportunities 1 Ltd. to resolve disputes tied to earlier financing documents, including a Securities Purchase Agreement and a Convertible Promissory Note. Helena had previously exchanged Series A Convertible Preferred Stock for a note and delivered a notice of event of default.
Under the settlement, Helena surrendered its Series A Convertible Preferred Stock, while Celularity agreed to pay $500,000 immediately and five consecutive monthly payments of $100,000, assign certain rights under a $2,500,000 promissory note, and amend an existing security agreement. Helena’s release of claims depends on Celularity satisfying specified release conditions.
Celularity Inc. updated investors on its divestiture of its biomaterials business to NexGel and new financing developments. An amendment set total consideration at $13.3 million, including $8.3 million cash at closing and a $5.0 million convertible note, plus eligibility for up to $20.0 million in future milestone payments and royalties. The company reports the transaction allowed it to retire nearly $13.0 million of debt as it refocuses on its core cell therapy platform.
Separately, Helena Global exchanged preferred shares for a $1,970,502.58 convertible promissory note bearing 18% interest, maturing on October 16, 2026, and then delivered an event-of-default notice that Celularity believes stems from its late Form 10‑K filing. If uncured within five business days, Helena may accelerate payment of 115% of amounts owed and increase the interest rate to 15% on any outstanding principal. Celularity also announced leadership changes tied to its strategic realignment, including the termination of a senior vice president and the resignation of its president of degenerative diseases.
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. 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. 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.