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Material updates from SEC filings (8-K, 10-Q, 10-K) ranked by impact, with no firehose noise.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 9, 2026, Celularity Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days prior to the date of the Notice, the Company’s minimum Market Value of Listed Securities was below the minimum of $35 million required for conti…
Chief Commercial Officer — Rick Gonzalez: Celularity appointed Rick Gonzalez as Chief Commercial Officer.
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant To the extent required by Item 2.03, the information contained in
Entry into a Material Definitive Agreement. As previously disclosed by Celularity Inc. (the “Company”) in its Current Report on Form 8-K filed on April 21, 2026, Helena Global Investment Opportunities 1 Ltd. (“Helena”) delivered an exchange notice pursuant to which Helena elected to exchange shares of the Company’s Series A Convertible Preferred Stock for a Convertible Promissory Note, and subsequently delivered a notice of event of default under such note. On May 21, 2026, the Company entere…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. In April 2026, the Company implemented certain organizational changes in connection with its ongoing strategic realignment and previously announced divestiture of its biomaterials business to NexGel. On April 9, 2026, the Company terminated the employment of John R. Haines, the Company’s Senior Vice President, Global Manager and Chief Administrativ…
Material Modification to Rights of Security Holders. The information contained in
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On April 16, 2026, Helena Global Investment Opportunities 1 Ltd. (“Helena”) delivered an exchange notice (the “Exchange Notice”) to the Company pursuant to Section 4.25 of that certain Securities Purchase Agreement, dated October 24, 2025, by and between the Company and Helena, pursuant to which Helena elected to exchange shares of the Company’s Series A Convertible Preferred Sto…
Entry into a Material Definitive Agreement. On April 17, 2026, Celularity Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to that certain Asset Purchase and Exclusive License Agreement, dated as of March 6, 2026 (the “Original Agreement” and, as amended, the “Agreement”), with NexGel, Inc. (“NexGel”). Among other things, the Amendment provides that: (i) the aggregate consideration payable to the Company under the Agreement is $13.3 million, consisting of an upfront cash pa…
Entry into a Material Definitive Agreement. On March 6, 2026, Celularity Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase and Exclusive License Agreement (the “Agreement”) with NexGel, Inc., a Delaware corporation (the “Licensee”), whereby the Company granted to the Licensee an exclusive license to its commercial-stage biomaterials portfolio and certain development-stage programs as more fully described in the Agreement and the Company agreed to sell to the License…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers . On February 27, 2026, Joseph DosSantos, the SVP, Finance and Acting Chief Financial Officer of Celularity Inc. (the “Company”) left the Company for personal reasons. On February 27, 2026, the Company appointed John Sprague as Acting Chief Financial Officer of the Company. - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act…
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers . On January 16, 2026, the Compensation Committee of the Board of Directors of Celularity Inc. (the “Company”) approved the First Amendment to the Amended and Restated Employment Agreement of John Haines, the Company’s Senior Executive Vice President, Global Manager and Chief Administrative Officer, (i) increasing the severance period to 24 months fr…
The issuance of the Senior Note Warrant, the Convertible Note Warrant, and the Convertible Note together with the shares of Class A common stock issuable upon exercise of the warrants and conversion of the Convertible Note was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. The foregoing securities have not been registered under the Securities Act or any…
Entry into a Material Definitive Agreement. On December 19, 2025 (the “Effective Date”), Celularity Inc. (the “Company”) entered into a series of agreements relating to (i) a senior secured note financing (the “Senior Secured Note Financing”) and (ii) a convertible note financing (the “Convertible Note Financing” and together with the Senior Secured Note Financing, the “Financings”) with an accredited investor (the “Investor”). Senior Secured Notes Financing On the Effective Date, the Company…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in
Entry into a Material Definitive Agreement Private Placement Transaction On October 24, 2025, Celularity Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell in private placement transactions (each, a “Private Placement”), in up to three tranches, shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stoc…
Unregistered Sales of Equity Securities The information set forth in
Other Events On August 18, 2025, the Company issued a press release announcing, among other things, the sale of its intellectual property to Celeniv pursuant to the APA, the license by Celeniv of certain intellectual property to the Company pursuant to the License Agreement, the extinguishment of all outstanding debt, including interest accrued thereon, payable to two of the Company’s senior secured lenders and the creation of four wholly-owned operating subsidiaries for the Company’s four co…
Entry into a Material Definitive Agreement Asset Purchase Agreement On August 13, 2025 (the “Effective Date”), Celularity Inc. (the “Company”) entered into an asset purchase agreement (the “APA”) with Celeniv Pte. Ltd. (“Celeniv”). Pursuant to the APA, the Company agreed to sell to Celeniv certain Purchased IP (as defined in the APA) exclusive of the Excluded Assets (as defined in the APA) and Excluded Liabilities (as defined in the APA) for a purchase price of $33,812,230 (the “Purchase Pric…
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…
Unregistered Sales of Equity Securities. The information contained in
Entry into a Material Definitive Agreement On July 21, 2025, Celularity Inc. (the “Company”) issued a promissory note in the aggregate principal amount of $6,812,230 (the “Note”) to an investor (the “Investor”). In addition, the Investor received a warrant to purchase 3,700,000 shares of Class A common stock of the Company (the “Warrant”). The Warrant is exercisable at $2.528 per share for five (5) years from the date of issuance ( or if Purchaser reasonably determines in its sole discretion…
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information contained in
Unregistered Sales of Equity Securities. The information contained in
Entry into a Material Definitive Agreement On July 14, 2025, Celularity Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (“the “Purchaser”) for the issuance and sale in a private placement (the “Private Placement”) of 1,230,769 shares of the Company’s Class A common stock, par value $0.0001 (the “Common Stock”) and warrants to purchase 1,230,769 (the “Warrants”) for a purchase price of $1.625 per share of Common Stock…
Unregistered Sales of Equity Securities. The information contained in
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