Celularity (NASDAQ: CELU) notifies SEC of delayed Q1 2026 10-Q

Rhea-AI Filing Summary

Celularity Inc. notified the SEC via Form 12b-25 that it will not timely file its Quarterly Report on Form 10-Q for the three months ended March 31, 2026 due to constraints in its liquidity position and financial accounting staffing levels, and plans to file the report as soon as practicable.

Insights

Accounting & SEC Filings Specialist

Late 10-Q due to liquidity and staffing constraints; remediation underway.

The notice states Celularity cannot file its March 31, 2026 Form 10-Q within the prescribed time because of constraints in its liquidity position and reduced financial accounting staffing, which delayed its financial close and consolidated financial statement preparation.

Timing for the filing is not specified beyond "as soon as practicable." Subsequent filings or disclosures will clarify cash flows and any material operational impacts; current cash‑flow treatment and amounts are not included in the provided excerpt.

Key Figures

Reporting period end: March 31, 2026 Notification date: May 15, 2026 Rule 12b-25 remedial windows: 15th calendar day / 5th calendar day +2 more

5 metrics

Reporting period end March 31, 2026 Quarter ended

Notification date May 15, 2026 Dated signature of Acting CFO

Rule 12b-25 remedial windows 15th calendar day / 5th calendar day Permitted filing windows referenced on the form

Company phone (908) 845-4530 Contact listed on the form

Principal office zip 07932 Florham Park, NJ address

Key Terms

Form 10-Q, Rule 12b-25, liquidity position

3 terms

Form 10-Q regulatory

"unable to file its Quarterly Report on Form 10-Q for the three months ended March 31, 2026"

A Form 10-Q is a detailed report that publicly traded companies are required to file with regulators three times a year, providing an update on their financial health and business activities. It is important for investors because it offers timely insights into a company's performance, helping them make informed decisions about buying or selling stocks. Think of it as a regular check-up report that shows how well a company is doing.

Rule 12b-25 regulatory

"If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25"

Rule 12b-25 is an SEC filing provision that lets a company notify regulators and the public that it cannot file a required periodic report (like a quarterly or annual report) on time and explains the reason for the delay. For investors, the notice is a formal heads-up that financial information will arrive late—similar to a company calling to say it will be late turning in homework—so it signals increased uncertainty and may affect trading and risk assessments until the filing is available.

liquidity position financial

"Constraints in Celularity’s liquidity position and financial accounting staffing levels caused a delay"

Liquidity position describes how much cash and easily converted-into-cash assets an organization has relative to its upcoming bills and obligations. Think of it like a household’s checking account and emergency fund: it shows whether the business can pay short-term costs, cover debt and handle surprises without selling long-term investments. Investors care because a stronger liquidity position reduces the risk of bankruptcy, supports operations and gives flexibility for opportunities or downturns.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 001-38914

NOTIFICATION OF LATE FILING

☐ Form 10-K	☐ Form 20-F	☐ Form 11-K	☒Form 10-Q
☐ Form 10-D	☐ Form N-SAR	☐ Form N-CSR

For Period Ended: March 31, 2026

☐ Transition Report on Form 10-K	☐ Transition Report on Form 10-Q
☐ Transition Report on Form 20-F	☐ Transition Report on Form N-SAR
☐ Transition Report on Form 11-K

For the Transition Period Ended: _______________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates: _______________________________________

PART I

REGISTRANT INFORMATION

Full name of registrant	Celularity Inc.
Former name if applicable
Address of principal executive office	170 Park Ave
City, state and zip code	Florham Park, NJ 07932

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR or Form N-CSR, or portion thereof will be filed on or before the 15th calendar day following the prescribed due date or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

Celularity Inc. (“Celularity”) will be unable, without unreasonable effort or expense, to file its Quarterly Report on Form 10-Q for the three months ended March 31, 2026 (the “March 2026 Form 10-Q”) with the Securities and Exchange Commission (“SEC”) within the prescribed time period. Constraints in Celularity’s liquidity position and financial accounting staffing levels caused a delay in the financial close and reporting process and preparation of the consolidated financial statements. Celularity is working diligently and plans to file the March 2026 Form 10-Q as soon as practicable.

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

John Sprague		(908)		845-4530
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

☒ Yes ☐ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☐ Yes ☒ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

-2-

Celularity Inc.

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Dated: May 15, 2026		/s/ John Sprague
	By:	John Sprague
	Title:	Acting Chief Financial Officer

-3-

FAQ

Why did Celularity (CELU) file a Form 12b-25?

Celularity filed Form 12b-25 because it cannot timely file its March 31, 2026 Form 10-Q due to constraints in its liquidity position and limited financial accounting staffing, which delayed the financial close and consolidated statement preparation.

When is Celularity expected to file the March 2026 Form 10-Q?

The notification states the company plans to file the March 2026 Form 10-Q "as soon as practicable." The filing does not provide a specific date or deadline beyond that statement.

Does the Form 12b-25 disclose material financial figures or the company’s cash balance?

No. The Form 12b-25 cites "constraints in Celularity’s liquidity position" as a reason for delay but does not disclose any cash balances, liquidity amounts, or quantitative financial figures in the provided excerpt.

Who signed the notification and when was it dated?

The notification was signed by John Sprague, Acting Chief Financial Officer, and is dated May 15, 2026, as shown in the signature block of the Form 12b-25.

Does the Form 12b-25 state whether other periodic reports are delinquent?

The form includes a checkbox question about other periodic reports filed in the prior 12 months but the provided excerpt does not indicate the checked response or list any delinquent reports.