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.
Celularity Inc.'s SEC filings document material events for a regenerative and cellular medicine company with listed common stock and public warrants, including CELUW. The filings describe warrant terms exercisable for one-tenth of a share of Class A common stock, capital-structure disclosures, material agreements, and operating and financial results.
Recent Form 8-K disclosures also cover governance and executive-compensation matters, finance leadership changes, clinical or regulatory updates, and shareholder or security-structure matters tied to Celularity's placental-derived cell therapy and biologics business.
Celularity Inc Chief Executive Officer Robert J. Hariri reported routine equity compensation activity involving restricted stock units (RSUs). On April 13, 2026, 3,281 RSUs granted on April 13, 2022 vested and converted into 3,281 shares of Class A Common Stock, representing 25% of a 13,123-RSU award.
To cover tax obligations on this vesting, 1,182 shares of Class A Common Stock were withheld at $1.28 per share, a non–open-market disposition. Following these transactions, Hariri directly holds 2,853,553 shares of Celularity Class A Common Stock.
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.