Celularity Inc
For the period ended Sep 30, 2025. Filed Nov 14, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2025 · Filed Nov 14, 2025
CELU$0.76+4.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-06-30; filed 2025-08-29.
0001641172-25-026067
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023467
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 89 previous paragraphs and 87 current paragraphs.
57 unchanged; 25 reworded; 4 added; 7 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
On June 25, 2025, we amended the conversion price of certain unsecured senior convertible notes to $1.60 per share. In connection with the amendment, the notes, including $670 of principal and accrued interest, were automatically converted into 490,632 shares of our Class A common stock.
Current report
On August 13, 2025, we entered into an asset purchase agreement (the “APA”) with Celeniv Pte. Ltd (“Celeniv”). Concurrently with the APA, two of our lenders agreed to assign their note payables to Celeniv. Pursuant to the APA, we agreed to sell Celeniv certain purchased intellectual property in exchange for the assignment of our obligations due under the three note payables. Collectively, the assigned note payables had a principal value of approximately $33.8 million and accrued interest of $4.1 million immediately prior to the assignment of their obligations.
Current report
During the three months ended September 30, 2025 the holder of a convertible promissory note issued by us elected to convert the promissory note into common stock. As a result, principal of $2,000 and accrued interest of $255 was converted and we issued the holder 1,525,008 shares of common stock.
Current report
Comparison of Nine Months Ended September 30, 2025 to September 30, 2024
Removed paragraphs (7)
Previous report
On May 20, 2025, we entered into a letter agreement with YA II PN, Ltd. pursuant to which, among other things, the maturity date of the Convertible Promissory Note dated as of March 13, 2024 was extended to August 15, 2025 from May 12, 2025 in exchange for the issuance to YA of 100,000 shares of our restricted common stock with such shares having piggy back registration rights such that the resale of such shares by YA shall be included in any registration statement filed by us after the date of the letter agreement. On August 5, 2025, Yorkville agreed to further extend the maturity date to October 15, 2025, provided, among other things, we file our March 31, 2025 and June 30, 2025, Form 10-Q on or before August 25, 2025.
Previous report
On May 28, 2025, we received notice from the Listing Qualifications Staff of Nasdaq (the “Notice’) that as a result of our failure to timely file this quarterly report on Form 10-Q, we no longer complied with the continued listing requirements under the timely filing criteria outlined in Nasdaq Listing Rule 5250(c)(1). Pursuant to Listing Rule 5810(d)(2), this delinquency serves as basis for delisting our common stock from trading. On August 1, 2025, we submitted our plan to Nasdaq to regain compliance with Nasdaq Listing Rule 5250(c)(1). Under our plan, we requested an extension of 180 days from the date of the Notice to implement the plan. On August 11, 2025, Nasdaq notified us of its decision to grant us an exception to enable us to regain compliance with Nasdaq Listing Rule 5250(c)(1). Under the terms of the exception, we have until August 31, 2025, to file the Form 10-Q for the periods ended March 31, 2025, and June 30, 2025. In the event we do not satisfy the terms of the exception, Nasdaq will provide written notification that our securities will be delisted. At that time, we may appeal Nasdaq’s determination to a Hearings Panel. There can be no assurance that we will maintain compliance with the Nasdaq listing requirements. If we are unable to regain compliance, our securities will be delisted from the Nasdaq, which such delisting could have a materially adverse effect on our ability to continue as a going concern.
Previous report
Unless terminated earlier or otherwise extended pursuant to the terms of the License Agreement, the License Agreement shall terminate on the fifth anniversary of the Effective Date (the “Term”). Celeniv may terminate the License Agreement (i) if the Company breaches the terms thereof, unless such breach is cured within 60 days of the receipt of written notice of the breach from Celeniv or (ii) immediately in the event that any action is taken by the Company or its creditors to effectuate the Company’s liquidation, dissolution or winding-up. The License Agreement will automatically terminate upon the closing of the Asset Purchase or may be terminated upon mutual agreement of the parties.
Previous report
Our current operations reflect the following strategic acquisitions that we have made since formation.
Previous report
In May 2017, we acquired HLI Cellular Therapeutics, LLC, or HLI CT, from Human Longevity Inc. HLI CT operated LifebankUSA, a private umbilical cord blood stem cell and cord tissue bank that offers parents the option to collect, process and cryogenically preserve newborn umbilical cord blood stem cells and cord tissue units. The HLI CT acquisition also provided us with rights to a portfolio of biomaterial assets, including Biovance and Interfyl. At the time of the HLI CT acquisition, Biovance and Interfyl were subject to an exclusive distribution arrangement with Alliqua Biomedical, Inc., or Alliqua. In May 2018, we acquired certain assets from Alliqua, including Alliqua’s biologic wound care business, which included the marketing and distribution rights to Biovance and Interfyl.
Previous report
In August 2017, we acquired Anthrogenesis, a wholly owned subsidiary of Celgene. The Anthrogenesis acquisition included a portfolio of pre-clinical and clinical stage assets, including key cellular therapeutic assets that we continue to develop. The Anthrogenesis acquisition gives us access to Anthrogenesis’ proprietary technologies and processes for the recovery of large quantities of high-potential stem cells and cellular therapeutic products derived from postpartum human placentas, each an Anthrogenesis Product. As part of the Anthrogenesis acquisition, some of the inventors of the Anthrogenesis Products and other key members of the Anthrogenesis Product development team joined us.
Previous report
Comparison of Six Months Ended June 30, 2025 to June 30, 2024
Reworded paragraphs (25)
Previous wording
We are working toward a set of milestones with respect to off-the-shelf placental-derived allogeneic biomaterial product candidates and cell therapy product candidates, respectively. With respect to our biomaterial product candidate pipeline, we expect to submit a 510(k) application for our Celularity Tendon Wrap, or CTW, in the second half of 2025. We expect to advance the development of our FUSE Bone Void Filler, or FUSE, with the objective of a 510(k) filing in the second half of 2026, and to advance the development of our Celularity Placental Matrix, or CPM, with the objective of a 510(k) filing in the second half of 2027. Recently, a number of states have enacted legislation to expand access to stem cell and other cell therapies which have not yet received FDA approval, including a new Florida law that went into effect on July 1, 2025, allowing Florida physicians to administer stem cell treatments for wound care, pain management and orthopedics purposes, subject to certain requirements and limitations. We are actively assessing opportunities in Florida and elsewhere to supply our MLASCs cell therapy product candidates PDA 001 and PDA 002 to physicians for use in accordance with state law. Additionally, when we are sufficiently capitalized, we plan to complete our safety and efficacy assessment to determine progress to a Phase III clinical trial of, respectively, our MLASCs cell therapy product candidate PDA 001 in Crohn’s disease and our MLASCs cell therapy product candidate PDA 002 in DFU.
Current wording
We are working toward a set of milestones with respect to off-the-shelf placental-derived allogeneic biomaterial product candidates and cell therapy product candidates, respectively. With respect to our biomaterial product candidate pipeline, we expect to submit a 510(k) application for our Celularity Tendon Wrap, or CTW, in the fourth quarter of 2025. We expect to advance the development of our FUSE Bone Void Filler, or FUSE, with the objective of a 510(k) filing in the second half of 2026, and to advance the development of our Celularity Placental Matrix, or CPM, with the objective of a 510(k) filing in the second half of 2027. Recently, a number of states have enacted legislation to expand access to stem cell and other cell therapies which have not yet received FDA approval, including a new Florida law that went into effect on July 1, 2025, allowing Florida physicians to administer stem cell treatments for wound care, pain management and orthopedics purposes, subject to certain requirements and limitations. We are actively assessing opportunities in Florida and elsewhere to supply our MLASCs cell therapy product candidates PDA 001 and PDA 002 to physicians for use in accordance with state law. Additionally, when we are sufficiently capitalized, we plan to complete our safety and efficacy assessment to determine progress to a Phase III clinical trial of, respectively, our MLASCs cell therapy product candidate PDA 001 in Crohn’s disease and our MLASCs cell therapy product candidate PDA 002 in DFU.
Previous wording
On April 30, 2025 and May 7, 2025, the Company entered into multiple merchant cash advance (“MCA”) agreements with Genesis Equity Group Funding LLC under which it transferred the rights to specified future receivables of an aggregate Purchase Amount of $1,485 in exchange for aggregate upfront cash proceeds of $891, until the Purchased Amount is fully collected.
Current wording
On April 30, 2025 and May 7, 2025, we entered into multiple merchant cash advance (“MCA”) agreements with Genesis Equity Group Funding LLC (“GEG”) under which we transferred the rights to specified future receivables of an aggregate Purchase Amount of approximately $1.5 million in exchange for aggregate upfront cash proceeds of approximately $0.9 million, until the Purchased Amount is fully collected. On August 15, 2025, we entered into an additional merchant cash advance agreement (the “Second MCA”) with GEG under which we transferred the rights to specified future receivables of an aggregate approximate $2.5 million (the “Second Purchased Amount”) in exchange for aggregate upfront cash proceeds of approximately $1.5 million, net of fees. The proceeds from the Second MCA were used to repay the First MCA and for working capital needs.
Previous wording
On June 23, 2025, we entered into a Securities Purchase Agreement for a private placement of 739,286 shares of Class A common stock at $1.40 per share, resulting in expected gross proceeds of approximately $1.035 million. In conjunction with the offering, we agreed to modify certain existing warrants held by the investors, reducing the exercise price to $2.50 and extending the expiration date to June 30, 2030. Proceeds are intended for working capital and general corporate purposes. Following the June 23, 2025, Security Purchase Agreement, the conversion price on the Yorkville convertible promissory note was further reset to 1.40 pursuant to the terms of the convertible promissory note.
Current wording
On June 23, 2025, we entered into a Securities Purchase Agreement for a private placement of 739,284 shares of Class A common stock at $1.40 per share, resulting in gross proceeds of approximately $1.0 million. In conjunction with the offering, we agreed to modify certain existing warrants held by the investors, reducing the exercise price to $2.50 and extending the expiration date to June 30, 2030. The proceeds are intended for working capital and general corporate purposes.
Previous wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. We are currently assessing its impact on our condensed consolidated financial statements.
Current wording
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company analyzed the impact of the OBBBA and the OBBBA did not have a material impact on the consolidated financial statements of the Company as of and for the nine months ended September 30, 2025.
Previous wording
On July 14, 2025, the Company entered into a Securities Purchase Agreement with an institutional investor for the private placement of 1,230,769 shares of Class A common stock and accompanying warrants to purchase an equal number of shares. The purchase price was $1.63 per share and warrant, with gross proceeds of approximately $2,000. The warrants are exercisable at $1.50 per share for a term of two years. Net proceeds are expected to be used for working capital and general corporate purposes.
Current wording
On July 14, 2025, we entered into a Securities Purchase Agreement with an institutional investor for the private placement of 1,230,769 shares of Class A common stock and accompanying warrants to purchase an equal number of shares. The purchase price was $1.63 per share and warrant, with gross proceeds of approximately $2.0 million. The warrants are exercisable at $1.50 per share for a term of two years. The net proceeds are to be used for working capital and general corporate purposes.
Previous wording
On July 21, 2025, the Company issued a promissory note in the aggregate principal amount of $6,812 to Lim Kok Thay. In addition, Mr. Thay received a warrant to purchase 3,700,000 shares of Class A common stock. The warrant is exercisable at $2.53 per share for five years from the date of issuance. The July 21, 2025 promissory note bears interest at 2% per annum and has a maturity date of March 21, 2026. The promissory note was subsequently assigned by Mr. Thay to Celeniv Pte. Ltd. (“Celeniv”). The Company has agreed with Mr. Thay that a portion of the net proceeds from the issuance of the Note will be used to fully settle the principal and all accrued interest of the loan from C.V. Starr & Co. pursuant to the loan agreement between the Company and Starr dated March 17, 2023.
Current wording
On July 21, 2025, we issued a promissory note in the aggregate principal amount of $6.8 million to Lim Kok Thay, a former Director of the Company. In addition, Mr. Thay received a warrant to purchase 3,700,000 shares of Class A common stock. The warrant is exercisable at $2.53 per share for five years from the date of issuance. The July 21, 2025 promissory note bears interest at 2% per annum and has a maturity date of March 21, 2026. The promissory note was subsequently assigned by Mr. Thay to Celeniv Pte. Ltd. (“Celeniv”). The Company agreed with Mr. Thay that a portion of the net proceeds from the issuance of the promissory note will be used to fully settle the principal and all accrued interest of the loan from C.V. Starr & Co. pursuant to the loan agreement between us and Starr dated March 17, 2023. On July 29, 2025, we paid C.V. Starr $5.9 million in satisfaction of the outstanding principal and interest owed under the C.V. Starr & Co loan. As a result, we recognized a gain from the forgiveness of accrued interest of approximately $1.0 million.
Previous wording
On August 5, 2025, 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 $2.89 million of product purchase credits pursuant to a supply and distribution agreement between the Company and the Issuer. On August 13, 2025, the Company entered into an Asset Purchase Agreement (APA) with Celeniv Pte. Ltd. to sell certain intellectual property for $33,812. The Company will use the proceeds to satisfy, in full, the following obligations: (i) the RWI Bridge Loan and the RWI Second Amended Bridge in the aggregate principal amount of $27,000 outstanding and (ii) the July 21, 2025, promissory note in the principal amount of $6,812 issued by the Company to Lim Kok Thay, and subsequently assigned by Mr. Thay to Celeniv. In connection with the APA, the Company entered into a License Agreement with Celeniv, granting the Company an exclusive, worldwide, royalty-bearing license under certain intellectual property. The Company will pay Celeniv a royalty in an amount equal to a low double digit percentage of the purchase price payable in quarterly installments commencing on the one year anniversary through the earlier of (A) the closing of the Asset Purchase and (B) the fifth anniversary of the License Agreement (including the Negotiation Period).
Current wording
On August 5, 2025, we 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 $2.89 million of product purchase credits pursuant to a supply and distribution agreement between us and the Issuer.
Previous wording
Pursuant to the License Agreement, the Company has the option (the “Option”) to purchase from Celeniv all (and not any part) of Celeniv’s right, title and interest in the Licensed Technology (as defined in the License Agreement) and Licensed Marks (“Asset Purchase”). The Option shall be in effect for a period of five years from the Effective Date (the “Option Period”). The purchase price for the Asset Purchase shall be as follows: (i) if the Option is exercised on or prior to the one year anniversary of the Effective Date, the purchase price shall be a mid-eight digit amount (the “Option Purchase Price”) and (ii) if the Option is exercised after the one year anniversary of the Effective Date, the purchase price shall be the Option Purchase Price, plus an amount equal to a low double digit percentage of the Purchase Price, plus the amount of any Quarterly Payments (and penalty interest if any) accrued but unpaid through the date of the closing. If the Company does not exercise the Option before the end of the Option Period, the Option shall lapse and the Term of the License Agreement shall automatically extend for 90 days (the “Negotiation Period”). If the Option is exercised during the Option Period, the Term of the License Agreement shall be extended through the closing of the Asset Purchase.
Current wording
Pursuant to the License Agreement, we have the option (the “Option”) to purchase from Celeniv all (and not any part) of Celeniv’s right, title and interest in the Licensed Technology (as defined in the License Agreement) and Licensed Marks (“Asset Purchase”). The Option shall be in effect for a period of five years beginning August 13, 2025 (the “Option Period”). The purchase price for the Asset Purchase shall be as follows: (i) if the Option is exercised on or prior to August 13, 2026, the purchase price shall be a mid-eight digit amount (the “Option Purchase Price”) and (ii) if the Option is exercised after August 13, 2026, the purchase price shall be the Option Purchase Price, plus an amount equal to a low double digit percentage of the Purchase Price, plus the amount of any Quarterly Payments (and penalty interest if any) accrued but unpaid through the date of the closing. If we do not exercise the Option before the end of the Option Period, the Option shall lapse, and the Term of the License Agreement shall automatically extend for 90 days (the “Negotiation Period”). If the Option is exercised during the Option Period, the Term of the License Agreement shall be extended through the closing of the Asset Purchase.
Previous wording
On October 9, 2024, we entered into an asset purchase agreement with Sequence LifeScience, Inc. (“Sequence”) to acquire Sequence’s Rebound™ full thickness placental-derived allograft matrix product and certain related intangible assets. Rebound adds to our portfolio of placental-derived advanced biomaterial products. We will pay aggregate consideration for the assets of up to $5.5 million, which consists of (i) an upfront cash payment of $1.0 million (ii) an aggregate of up to $4.0 million in monthly milestone payments, and (iii) a credit of $0.5 million for the previous payment made by us to Sequence pursuant to a letter of intent between us and Sequence dated August 16, 2024. Pursuant to the terms of the asset purchase agreement, the milestones are calculated based on 20% of net sales collected by us from our customers during the preceding calendar month, commencing the first full month after the closing of the transaction. Transaction costs incurred with in connection with the Rebound asset acquisition were de minimis. As of June 30, 2025, we have accrued a total of $2.2 million for milestone payments due Sequence based on cumulative net sales collected from customers.
Current wording
On October 9, 2024, we entered into an asset purchase agreement with Sequence LifeScience, Inc. (“Sequence”) to acquire Sequence’s Rebound™ full thickness placental-derived allograft matrix product and certain related intangible assets. Rebound adds to our portfolio of placental-derived advanced biomaterial products. We will pay aggregate consideration for the assets of up to $5.5 million, which consists of (i) an upfront cash payment of $1.0 million (ii) an aggregate of up to $4.0 million in monthly milestone payments, and (iii) a credit of $0.5 million for the previous payment made by us to Sequence pursuant to a letter of intent between us and Sequence dated August 16, 2024. Pursuant to the terms of the asset purchase agreement, the milestones are calculated based on 20% of net sales collected by us from our customers during the preceding calendar month, commencing the first full month after the closing of the transaction. Transaction costs incurred with in connection with the Rebound asset acquisition were de minimis. As of September 30, 2025, we have accrued a total of $3.0 million for milestone payments due Sequence based on cumulative net sales collected from customers.
Previous wording
On August 25, 2023, we entered into a multi-year research collaboration services agreement with Regeneron Pharmaceuticals, Inc. (“Regeneron”), pursuant to which we support the research effort of Regeneron’s allogeneic cell therapy candidates (the “Regeneron Services Agreement”). We received payments totaling $1.3 million under the Regeneron Services Agreement, of which $688 was recognized in revenue during the fourth quarter of 2024 based on achievement of defined milestones. As of June 30, 2025, the remaining $637 was recorded as deferred revenue to be recognized based on satisfaction of future performance obligations. On August 6, 2025, Regeneron provided us with notice of termination of the agreement. Accordingly, the remaining $637 will be recognized in revenue during the third quarter of 2025. For additional information about the Regeneron Service Agreement, refer to Note 17, of the Notes to the Condensed Consolidated Financial Statements included elsewhere in this report.
Current wording
On August 25, 2023, we entered into a multi-year research collaboration services agreement with Regeneron Pharmaceuticals, Inc. (“Regeneron”), pursuant to which we support the research effort of Regeneron’s allogeneic cell therapy candidates (the “Regeneron Services Agreement”). We received payments totaling $1.3 million under the Regeneron Services Agreement, of which $688 was recognized in revenue during the fourth quarter of 2024 based on achievement of defined milestones. On August 6, 2025, Regeneron provided us with notice of termination of the agreement. Accordingly, the remaining $637 was recognized in revenue during the third quarter of 2025. For additional information about the Regeneron Service Agreement, refer to Note 19, of the Notes to the Condensed Consolidated Financial Statements included elsewhere in this report.
Previous wording
Net revenues for the three months ending June 30, 2025 were $5.7 million, a decrease of $6.4 million, or 52.6%, compared to the prior year period. The decrease was primarily due to a $7.6 million decrease in product sales, driven mainly by lower Biovance 3L sales partially offset by higher Rebound sales, Contract Development & Manufacturing revenue.
Current wording
Net revenues for the three months ending September 30, 2025 were $5.3 million, a decrease of $4.0 million, or 43.2%, compared to the prior year period. The decrease was primarily due to a $2.5 million decrease in product sales, driven mainly by lower Biovance 3L sales and lower Rebound sales.
Previous wording
Cost of revenues for the three months ending June 30, 2025, was $5.2 million, an increase of $3.1 million, or 147%, compared to the prior year period. Included in product sales costs was $1.8 million write-off of capitalized bulk material costs and $1.2 million milestone accrual for Rebound™.
Current wording
Cost of revenues for the three months ending September 30, 2025, was $3.9 million, an increase of less than $0.1 million, or 0.5%, compared to the prior year period. Included in product sales costs for the three months ended September 30, 2025 was a $1.4 million write-off of capitalized bulk material costs.
Previous wording
Research and development expenses for the three months ended June 30, 2025 were $3.4 million, a decrease of $0.5 million, or 11.8%, compared to the prior year period. The decrease was primarily due to a $0.5 million decrease in personnel costs.
Current wording
Research and development expenses for the three months ended September 30, 2025 were $4.6 million, an increase of $0.7 million, or 17.4%, compared to the prior year period. The increase was primarily due to a $0.4 million increase in personnel costs.
Previous wording
Selling, general and administrative expenses for the three months ending June 30, 2025 were $12.6 million, a decrease of $3.3 million, or 20.6%, compared to the prior year period. The decrease was primarily due to $4.1 million decrease in sales rep fees, offset primarily by an increase of $1.3 million in professional fees.
Current wording
Selling, general and administrative expenses for the three months ending September 30, 2025 were $9.3 million, a decrease of $3.3 million, or 26.4%, compared to the prior year period. The decrease was primarily due to a $2.4 million decrease in commission expense, a $0.7 million decrease in facilities expense and a $0.6 million decrease in stock compensation, offset primarily by a $0.7 million increase in professional fees.
Previous wording
For the three months ending June 30, 2025, total other expense was $8.7 million compared to $3.7 million in the prior year period. The increase was primarily due to changes in the fair value of warrant liabilities of $8.3 million and $1.0 million increase due to the change in fair value of debt in connection the Yorkville and MGP convertible notes.
Current wording
For the three months ending September 30, 2025, total other expense was $10.2 million compared to $4.6 million in the prior year period. The increase was primarily due to an increase in the loss on issuance of convertible note with warrants of $2.3 million and the $5.0 million increase in the change in fair value of warrant liabilities, offset primarily by the decrease in other expense, net of $2.1 million.
Previous wording
Net revenues for the six months ended June 30, 2025 were $17.2 million, a decrease of $9.6 million, or 36%, compared to the prior year period. The decrease was primarily due to a $11.4 million decrease in product sales driven mainly by lower Biovance 3L sales partially offset by higher Rebound sales, Contract Development & Manufacturing revenue.
Current wording
Net revenues for the nine months ended September 30, 2025 were $22.4 million, a decrease of $13.6 million, or 37.8%, compared to the prior year period. The decrease was primarily due to a $13.9 million decrease in product sales driven mainly by lower Biovance 3L sales and lower Rebound sales.
Previous wording
Cost of revenues for the six months ending June 30, 2025 was $8.8 million, an increase of $5.0 million, or 134%, compared to the prior year period. Included in product sales costs was $2.5 million write-off of capitalized bulk material costs and $1.5 million milestone payment for Rebound™.
Current wording
Cost of revenues for the nine months ending September 30, 2025 was $12.7 million, an increase of $5.1 million, or 66.1%, compared to the prior year period. Included in the increased cost of revenues was a $3.9 million write-off of capitalized bulk material costs and $2.4 million milestone payment for Rebound™, which compressed margins and explains the counter-intuitive mix of lower revenue but higher cost of revenues. These increases were offset by a $1.6 million decrease in distribution costs for Rebound™.
Previous wording
Research and development expenses for the six months ending June 30, 2025 were $7.1 million, a decrease of $2.6 million, or 26.6%, compared to the prior year period. The decrease was primarily due to a $2.1 million decrease in lab supplies expense and a $0.9 million decrease in personnel costs.
Current wording
Research and development expenses for the nine months ending September 30, 2025 were $11.7 million, a decrease of $1.9 million, or 13.9%, compared to the prior year period. The decrease was primarily due to a $2.2 million decrease in lab supplies expense.
Previous wording
Selling, general and administrative expenses for the six months ending June 30, 2025 were $26.9 million, a decrease of $3.0 million, or 10.2%, compared to the prior year period. The decrease was primarily due to $5.8 million decrease in sales rep fees offset primarily by a $2.3 million increase in commissions expense and a $0.8 million increase in professional fees.
Current wording
Selling, general and administrative expenses for the nine months ending September 30, 2025 were $36.2 million, a decrease of $6.4 million, or 15.0%, compared to the prior year period. The decrease was primarily due to $5.8 million decrease in sales rep fees and a $1.1 million decrease in stock-based compensation, offset primarily by a $1.5 million increase in professional fees.
Previous wording
For the six months ended June 30, 2025, total other expense was $18.0 million compared to $11.0 million in the prior year period. The increase was primarily due to a $3.2 million increase in other expense, net driven by increased Armistice PIF fees, $1.8 million increase in loss on debt extinguishment in connection with the January 12, 2025 RWI Fourth Amended Bridge Loan and an increase in interest expense of $1.7 million.
Current wording
For the nine months ended September 30, 2025, total other expense was $28.1 million compared to $15.5 million in the prior year period. The increase was primarily due to a $4.1 million increase in the change in fair value of warrant liabilities, a $2.3 million increase in the loss on issuance of convertible note with warrants, a $2.4 million increase in loss on debt extinguishment and an increase in interest expense of $1.4 million.
Previous wording
As of June 30, 2025, we had $0.9 million of unrestricted cash and cash equivalents and an accumulated deficit of $943.9 million. Our primary sources of cash are revenues generated through our biomaterials and biobanking commercial businesses, as well as financing activities. Our capital resources are primarily used to fund our operating expenses, including: selling, general and administrative costs to operate our commercial businesses; costs to maintain our GMP manufacturing and research and development facility; and, costs related to development of our advanced biomaterial and cell therapy product candidates, along with cash used for debt repayment.
Current wording
As of September 30, 2025, we had $0.1 million of unrestricted cash and cash equivalents and an accumulated deficit of $967.1 million. Our primary sources of cash are revenues generated through our biomaterials and biobanking commercial businesses, as well as financing activities. Our capital resources are primarily used to fund our operating expenses, including: selling, general and administrative costs to operate our commercial businesses; costs to maintain our GMP manufacturing and research and development facility; and, costs related to development of our advanced biomaterial and cell therapy product candidates, along with cash used for debt repayment.
Previous wording
The following table summarizes our cash flows for the six months ended June 30, 2025, and 2024:
Current wording
The following table summarizes our cash flows for the nine months ended September 30, 2025, and 2024:
Previous wording
Net cash used in operations for the six months ended June 30, 2025 was $3.9 million lower than the prior year period, primarily due to lower working capital partially offset by lower revenue.
Current wording
Net cash used in operations for the nine months ended September 30, 2025 was $0.2 million higher than the prior year period, primarily due to lower cash flows generated by revenue and partially offset by an increase in the cash flows generated by our operating assets and liabilities.
Previous wording
Net cash provided by investing activities was $0 during the six months ending June 30, 2025, compared to net cash used in investing activities of $2.1 million during the six months ending June 30, 2024.
Current wording
Net cash provided by investing activities was $0 during the nine months ending September 30, 2025, compared to net cash used in investing activities of $2.1 million during the nine months ending September 30, 2024.
Previous wording
Net cash provided by financing activities was $4.0 million for the six months ended June 30, 2025, which included $2.5 million from the issuance of common stock to Dragasac as consideration for a warrant inducement agreement whereby we to amend the exercise price on an aggregate of 1,188,255 warrants to $2.07 per share from $2.49 per share in exchange Dragasac agreed to exercise the Warrants for gross proceeds to us of approximately $2.5 million and $1.0 million PIPE transaction, $0.9 million of proceeds from merchant cash advance offset by $0.2 million of repayment of merchant cash advance.
Current wording
Net cash provided by financing activities was $7.4 million for the nine months ended September 30, 2025, which included $2.5 million from the issuance of common stock to Dragasac as consideration for a warrant inducement agreement whereby we amended the exercise price on an aggregate of 1,188,255 warrants to $2.07 per share from $2.49 per share; in exchange Dragasac agreed to exercise the Warrants for gross proceeds to us of approximately $2.5 million. Net cash provided by financing activities for the nine months ended September 30, 2025 also included cash flows of $6.8 million from the proceeds from a related party note and warrants, $1.0 million from the sale of common stock in a private placement, $2.0 million from the sale of common stock and warrants in a private placement, and $2.3 million of proceeds from merchant cash advance offset primarily by $1.1 million of repayment of merchant cash advance and $5.9 million in the repayment of related party notes.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
In connection with the APA, we entered into a License Agreement with Celeniv, granting us an exclusive, worldwide, royalty-bearing license under certain intellectual property. We will pay Celeniv a royalty in an amount equal to a low double digit percentage of the purchase price payable in quarterly installments commencing on the one year anniversary through the earlier of (A) the closing of the Asset Purchase (as defined below) and (B) the fifth anniversary of the License Agreement (including the Negotiation Period).