Celularity Inc

For the period ended Dec 31, 2025. Filed Apr 30, 2026.

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Apr 30, 2026

CELU$0.71-6.4%Stored close · as of Nov 10, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

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Contents

Consolidated Statements of Stockholders’ (Deficit) Equity

(In thousands, except share amounts)

Common Stock · Series A Preferred Stock · Additional Paid-in · Accumulated · Accumulated Other Comprehensive · Total Stockholders’
Shares · Amount · Shares · Amount · Capital · Deficit · Income (Loss) · Equity
Balances at January 1, 2024	19,378,192	$19		—		—	$882,732	$(841,791)	$—	$40,960
Issuance of common stock and warrants in PIPE Offering, net of offering expenses	2,141,098	—		—		—	6,000	—	—	6,000
Issuance of common stock to Yorkville for debt extension and SEPA commitment fee	116,964	—		—		—	317	—	—	317
Issuance and modification of warrants to RWI and C.V. Starr	—	—		—		—	3,261	—	—	3,261
Exercise of stock options	20,744	—		—		—	58	—	—	58
Retirement of shares in connection with reverse stock split	(191)	(17)		—		—	17	—	—	—
Issuance of common stock to Palantir as consideration for settlement agreement	60,584	—		—		—	175	—	—	175
Stock-based compensation expense	—	—		—		—	11,569	—	—	11,569
Reclassification of warrants from liability classified to equity classified	—	—		—		—	2,970	—	—	2,970
Change in fair value of debt due to change in credit risk, net of tax	—	—		—		—	—	—	(5)	(5)
Vesting of restricted stock units	401,013	—		—		—	—	—	—	—
Tax withholding on vesting of restricted stock units	(109,790)	—		—		—	(434)	—	—	(434)
Common stock issued pursuant to short-term debt conversion	478,881	—		—		—	1,700	—	—	1,700
Issuance of common stock as compensation expense	59,176	—		—		—	158	—	—	158
Net loss	—	—		—		—	—	(57,892)	—	(57,892)
Balances at December 31, 2024	22,546,671	$2	$	-	$	-	$908,523	$(899,683)	$(5)	$8,837

Common Stock · Series A Preferred Stock · Additional Paid-in · Accumulated · Accumulated Other Comprehensive · Total Stockholders’
	Shares	Amount	Shares	Amount	Capital	Deficit	Income (Loss)	Equity
Balances at January 1, 2025	22,546,671	$2	—	—	$908,523	$(899,683)	$(5)	8,837
Tax withholding on vesting of restricted stock units	—	—	—	—	(193)	—	—	(193)
Vesting of restricted stock units	375,945	—	—	—	—	—	—	—
Director fees paid with restricted stock units	156,659	—	—	—	264	—	—	264
Exercise of common stock warrants by Dragasac	1,188,255	—	—	—	2,460	—	—	2,460
Dragasac Warrant Issuance Inducement	—	—	—	—	64	(64)	—	—
Issuance of common stock consideration shares to Yorkville in connection with Side Letter	200,000	—	—	—	382	—	—	382
Issuance of common stock in connection with settlement of debt	33,739	1	—	—	72	—	—	73
Conversion of unsecured senior convertible note	490,632	—	—	—	922	—	—	922
Conversion of Yorkville convertible note	1,525,008	—	—	—	3,469	—	—	3,469
Issuance and modification of warrants to C. V. Starr	—	—	—	—	207	—	—	207
Change in FV of debt	—	—	—	—	—	—	5	5
Stock-based compensation expense	—	—	—	—	10,378	—	—	10,378
Issuance of common stock in exchange for consulting services	250,000	—	—	—	705	—	—	705
Issuance of warrants for Strategic Advisory Services	—	—	—	—	1,259	—	—	1,259
Issuance of common stock due to Strategic Advisory Agreement	50,000	—	—	—	108	—	—	108
Issuance of warrants to preferred stockholders in consideration of forbearance agreement	—	—	—	—	49	—	—	49
Issuance of December 2025 Warrants	—	—	—	—	297	—	—	297
Reclassification of RWI Bridge warrants from liability classified to equity classified	—	—	—	—	8,902	—	—	8,902
Reclassification of November 2024 Purchaser and Placement Agent warrants from liability classified to equity classified	—	—	—	—	501	—	—	501
Reclassification of liability classified KTL Warrants to equity classified	—	—	—	—	9,186	—	—	9,186
Issuance of RWI warrants and extinguishment of promise to issue warrants liability	—	—	—	—	1,340	—	—	1,340
Sale and issuance of common stock in private placement	739,284	—	—	—	1,035	—	—	1,035
Sale and issuance of common stock and warrants in private placement	1,230,769	—	—	—	2,000	—	—	2,000
Exercise of stock options	38,430	—	—	—	108	—	—	108
Issuance of preferred stock with warrants in PIPE Offering (net of transaction costs of $210 and bifurcated derivative liability of $157)	—	—	2,000,000	—	1,633	—	—	1,633
Settlement of contingent stock consideration liability	12,395	—	—	—	27	—	—	27
Redemption of preferred stock	—	—	(267,916)	—	(300)	—	—	(300)
Paid-in kind preferred stock dividends	—	—	—	—	20	(20)	—	—
Net loss	—	—	—	—	—	(91,716)	—	(91,716)
Balances at December 31, 2025	28,837,787	3	1,732,084	-	953,418	(991,483)	—	(38,062)

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.