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. 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.
Genting-affiliated entities and chairman Lim Kok Thay have increased and reorganised their economic stake in Celularity (CUSIP 151190204) via Amendment No. 6 to their Schedule 13D. Dragasac now holds 6.34 m Class A shares (23.8%). Resorts World Inc. Pte. Ltd. (RWI) holds no shares today but can acquire 4.10 m shares (13.3%) through warrants. Genting Berhad, which controls Dragasac and 50 % of RWI, may be deemed to own 10.44 m shares (33.9%). Including existing shares and newly issued warrants, Mr. Lim could control up to 14.14 m shares, equal to 41 % of the post-exercise base of 34.45 m shares.
Key transaction terms: (i) Extension of three secured loans (combined face value US$27 m minus OID) to 15 Feb 2026 under a 12 Feb 2025 binding term sheet; (ii) repricing of RWI’s existing 1.95 m warrants to US$2.844 (10 % discount to 24 Jul 2025 close) and issuance of a new 500 k warrant on identical terms; (iii) issuance of a US$6.812 m promissory note to Mr. Lim at 2 % interest, maturing 21 Mar 2026, coupled with a 3.70 m warrant at US$2.528 (20 % discount) exercisable for five years after CFIUS clearance (if required); (iv) a portion of Lim Note proceeds will retire the loan from C.V. Starr. No other material contracts were disclosed. The filing confirms no criminal or civil findings against the reporting persons in the past five years.