Celularity Inc

1. Nature of Business

Celularity Inc., (“Celularity” or the “Company”), formerly known as GX Acquisition Corp, was incorporated in Delaware on August 24, 2018. Celulairty is a cellular and regenerative medicine company focused on the development of products derived from post-partum human placental tissue. The Company’s activities include placental-derived allogeneic cellular therapies, placental-derived biomaterial products, and biobanking services.

The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.

The Company has minimal cash on hand, does not generate sufficient cash from operations to operate the business for the next twelve months, and may not be able to continue as a going concern. The Company has historically funded operations through sales of products and services and equity and debt securities financings from both public and private investors. There is no assurance that such cash flows will continue in the future or that the Company will achieve cash positive operations.

As of the date the accompanying consolidated financial statements were filed, management evaluated the significance of the following adverse conditions and events in considering its ability to continue as a going concern:

These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The Company’s wholly-owned subsidiaries include, among others, Celularity, LLC, Caricord, Inc. and Anthrogenesis, LLC. The consolidated financial information presented herein reflects all financial information that, in the opinion of management, is necessary for a fair statement of financial position, results of operations and cash flows for the years presented.

Reclassification

During the year ended December 31, 2025, the Company changed the presentation of certain acquisition-related contingent consideration liabilities to be included in accrued expenses and other current liabilities. Prior period amounts have been reclassified to conform to the current year presentation. As of December 31, 2024, $650 was reclassified from contingent consideration to accrued expenses and other current liabilities. The reclassification had no impact on total liabilities, total stockholders’ equity (deficit), net income.

Use of Estimates

The preparation of the Company’s consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these consolidated financial statements include, but are not limited to, the determination of incremental borrowing rates, the valuations of inventory, and fair value of contingent consideration, short-term debt, stock options and stock warrants. The Company based its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.

Fair Value Measurements

Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less at the date of acquisition to be cash equivalents. At December 31, 2025 and 2024, substantially all cash and cash equivalents were held in either commercial bank accounts or money market funds.

Restricted Cash

As of December 31, 2025 and 2024, the Company maintained a letter of credit of $10,197 and $10,239, respectively, for the benefit of the landlord of a leased property, which the Company classified as restricted cash (non-current) on its consolidated balance sheets.

Accounts Receivable

Accounts receivable represent amounts due from customers, typically within 30 to 90 days from invoice date, arising from the Company’s revenue-generating activities. Accounts receivable are presented net of an allowance for credit losses. The allowance for credit losses is determined based on a combination of the aging of receivables, and customer-specific information, including historical loss experience, current economic conditions, forecasts of future economic conditions and other relevant risk factors. The Company applies judgment in evaluating the collectability of accounts. Receivables are written off when all reasonable collection efforts have been exhausted and the amounts are deemed uncollectible. Actual credit losses may differ from management’s estimates, and such differences are recognized in the period in which they become known. The Company’s accounts receivable balance, net of allowance for credit losses, was $4,653, $13,557, and $10,046 as of December 31, 2025, 2024 and 2023, respectively.

Inventory

Inventory is stated at the lower of cost or net realizable value, with cost being determined on a first-in, first-out basis. Prior to initial approval from the FDA or other regulatory agencies, the Company expenses costs relating to the production of inventory in the period incurred. After such time as the product receives initial regulatory approval, the Company capitalizes the inventory costs related to the product. The Company continues to expense costs associated with clinical trial supply costs as research and development expense.

The Company periodically analyzes the inventory levels to determine whether there is any obsolete, expired, or excess inventory. If any inventory is (i) expected to expire prior to being sold, (ii) has a cost basis in excess of its net realizable value, (iii) is in excess of expected sales requirements as determined by internal sales forecasts, or (iv) fails to meet commercial sale specifications, the inventory is written-down through a charge to cost of revenues. The determination of whether inventory costs will be realizable requires estimates by management of future expected inventory requirements, based on sales forecasts. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be required. Inventory, net of current portion on the Company’s consolidated balance sheets includes inventory expected to remain on hand beyond one year.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization expense is recognized using the straight-line method over the estimated useful life of each asset, as follows:

Estimated useful lives are periodically assessed to determine if changes are appropriate. Maintenance and repairs are charged to expense as incurred. When assets are retired or otherwise disposed of, the cost of these assets and related accumulated depreciation or amortization are eliminated from the consolidated balance sheets and any resulting gains or losses are included in the consolidated statement of operations and comprehensive loss in the period of disposal. Costs for capital assets not yet placed into service are capitalized as construction-in-progress and depreciated once placed into service.

Impairment of Long-Lived Assets

Long-lived assets consist of property, plant and equipment, operating right-of-use assets, and finite-lived intangible assets. Long-lived assets to be held and used are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset group for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset group to its carrying value. An impairment loss would be recognized in loss from operations when estimated undiscounted future cash flows expected to result from the use of an asset group are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset group over its fair value, determined based on discounted cash flows. The Company did not record any impairment losses on long-lived assets during the years ended December 31, 2025 and 2024.

Asset Acquisitions

The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. In an asset acquisition, the cost allocated to acquire IPR&D with no alternative future use is charged to research and development expense at the acquisition date.

In-Process Research and Development

The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. When the related research and development is completed, the asset is reclassified to a finite-lived asset and amortized over its estimated useful life.

The fair value of an IPR&D intangible asset is typically determined using an income approach whereby management forecasts the net cash flows expected to be generated by the asset over its estimated useful life. The net cash flows reflect the asset’s stage of completion, the probability of technical success, the projected costs to complete, expected market competition, and an assessment of the asset’s life-cycle. The net cash flows are then adjusted to present value by applying an appropriate discount rate that reflects the risk factors associated with the cash flow streams.

Indefinite-lived IPR&D is not subject to amortization but is tested annually for impairment or more frequently if there are indicators of impairment. The Company tests its indefinite-lived IPR&D annually for impairment during the fourth quarter. In testing indefinite-lived IPR&D for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that its fair value is less than its carrying amount, or the Company can perform a quantitative impairment analysis to determine the fair value of the indefinite-lived IPR&D without performing a qualitative assessment. Qualitative factors that the Company considers include significant negative industry or economic trends and significant changes or planned changes in the use of the assets. If the Company chooses to first assess qualitative factors and the Company determines that it is more likely than not that the fair value of the indefinite-lived IPR&D is less than its carrying amount, the Company would then determine the fair value of the indefinite-lived IPR&D. Under either approach, if the fair value of the indefinite-lived IPR&D is less than its carrying amount, an impairment charge is recognized in the consolidated statement of operations and comprehensive loss. During the years ended December 31, 2025 and 2024, the Company did not recognize an impairment charge related to its indefinite-lived IPR&D.

Goodwill

Goodwill represents the excess of the fair value of the consideration transferred over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. Goodwill is not subject to amortization but is tested annually for impairment or more frequently if there are indicators of impairment. The Company typically tests its goodwill annually for impairment in the fourth quarter of each year.

The Company manages its operations through an evaluation ofthree different operating segments: Cell Therapy, BioBanking, and Degenerative Disease (see Note 21). The Company determined that the operating segments represented the reporting units. All of the goodwill is part of the Biobanking reporting unit.

In testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, or the Company can perform a quantitative impairment analysis without performing the qualitative assessment. Examples of such events or circumstances considered in the Company’s qualitative assessment include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. If the Company chooses to first assess qualitative factors and the Company determines that it is more likely than not that the fair value of its reporting unit is less than its carrying amount, the Company would then perform the quantitative impairment test. The quantitative test starts with comparing the fair value of the reporting unit to the carrying amount of a reporting unit, including goodwill. If the fair value of the reporting unit exceeds the carrying amount, no impairment loss is recognized. However, if the fair value of the reporting unit is less than its carrying value, the Company would recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value, not to exceed the total amount of goodwill allocated to the reporting unit. During the years ended December 31, 2025 and 2024, the Company didnot recognize any goodwill impairment.

Warrant Liabilities

The Company accounts for warrants in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815-40,Derivatives and Hedging—Contracts in Entity’s Own Equity, under which warrants that do not meet the criteria for equity treatment must be recorded as liabilities. Accordingly, the Company classifies certain of its liabilities at their fair value and adjusts to fair value at each reporting period. These liabilities are subject to re-measurement at each balance sheet date until exercised or expired. If and when the terms of the Company’s warrants become fixed and determinable, such that equity classification is appropriate, the warrants are reclassified to equity at their fair value on the reclassification date, with the offset recorded to additional paid-in capital, and are no longer subject to subsequent remeasurement. During 2025, certain warrants were reclassified upon the exercise price and other key terms becoming fixed. Any change in fair value is recognized as a component of other income (expense) in the consolidated statement of operations and comprehensive loss. Liability-classified warrants, excluding the public warrants, were initially and subsequently valued using either a Black-Scholes or a Monte Carlo option pricing model, which are considered to be Level 3 fair value measurements. The public warrants are valued based on the quoted market price as of each relevant reporting date, which is considered to be a Level 1 fair value measurement.

Leases

In accordance with Accounting Standards Update (“ASU”) 2016-02,Leases (Topic 842) (ASU 2016-02 or ASC 842), the Company classifies leases at the lease commencement date. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present. Leases with a term greater than one year will be recognized on the consolidated balance sheets as right-of-use (“ROU”) assets, lease liabilities, and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease in the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU assets are recorded based on the present values of lease payments over the terms. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Variable payments that do not depend on a rate or index are not included in the lease liabilities and are recognized as incurred. Lease contracts do not include residual value guarantees nor do they include restrictions or other covenants. Certain adjustments to ROU assets may be required for items such as initial direct costs paid, incentives received, or lease prepayments. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liabilities using revised inputs as of the reassessment date, and adjust the ROU assets.

The Company has elected the “package of 3” practical expedients permitted under the transition guidance, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company also adopted an accounting policy which provides that leases with an initial term of 12 months or less and no purchase option that the Company is reasonably certain of exercising will not be included within the ROU assets and lease liabilities on its consolidated balance sheets.

Refer to Note 13 for further information.

Short-Term Debt – Unaffiliated*** (See Note 10)***

The Company elected the fair value option to account for its pre-paid advance agreement with YA II PN, Ltd (“Yorkville”). As of December 31, 2023, due to the short-term nature of the debt, the fair value approximated the settlement amount which was fully paid on January 17, 2024. The Company also elected the fair value option to account for the Yorkville convertible promissory note signed on March 13, 2024 and the unsecured senior convertible notes issued pursuant to the securities purchase agreement signed on November 25, 2024. On December 19, 2025, the Company entered into a series of definitive agreements with an investor whereby the Company issued the investor warrants, a senior secured non-convertible promissory note (the “December 2025 Promissory Note”) and a secured convertible note financing (the “December 2025 Convertible Note”). The Company has elected the fair value option to account for the December 2025 Promissory Note and the December 2025 Convertible Note.

The fair value measurement of the debt is determined using Level 3 inputs and assumptions unobservable in the market. Changes in the fair value of debt that is accounted for at fair value, inclusive of related accrued interest expense, are presented as gains or losses in the accompanying consolidated statement of operations and comprehensive loss under change in fair value of debt. The portion of total changes in fair value of debt attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income (loss) in the accompanying consolidated statement of operations and comprehensive loss. The actual settlement of the short-term debt could differ from current estimates based on the timing of when and if the investors elect to convert amounts into common shares, potential cash repayment by the Company prior to maturity, and movements in the Company’s common share price. See Note 4 for more information.

Revenue Recognition

The Company generates revenue from its degenerative disease commercial operations (i.e., the sale of Biovance®, Biovance 3L®, CentaFlex®, Interfyl® and Rebound TM), biobanking services (i.e., the collection, processing and storage of umbilical cord and placental blood and tissue after full-term pregnancies), and license, royalty and other revenues.

Product sales

Biovance, Biovance 3L, CentaFlex and Rebound are decellularized, dehydrated human amniotic membrane products intended for use as a biological membrane covering that provides the extracellular matrix while supporting the repair of damaged tissue. Interfyl is an allogeneic decellularized particulate human placental connective tissue matrix consisting of natural human structural and biochemical extracellular matrix components and is intended for use in both surgical requirements and wound care as the replacement or supplementation of damaged or inadequate integumental tissue.

The Company recognizes revenue when control of the products is transferred to its customers in an amount that reflects the consideration it expects to receive from its customers in exchange for those products. This process involves identifying the contract with a customer, determining the performance obligations in the contract, determining the contract price, allocating the contract price to the distinct performance obligations in the contract, and recognizing revenue when, or as, the performance obligations have been satisfied. Sales and other taxes collected on behalf of third parties are excluded from revenue.

A performance obligation is considered distinct from other obligations in a contract when it provides a benefit to the customer either on its own or together with other resources that are readily available to the customer and is separately identified in the contract. The Company considers a performance obligation satisfied once it has transferred control of a good to the customer, meaning the customer has the ability to use and obtain the benefit of the good. Transaction prices of products are typically based on contracted rates with customers and to the extent that the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method or the most likely amount, depending on the circumstances, to which the Company expects to be entitled.

The Company offers volume-based discounts, rebates and prompt pay discounts and other various incentives which are accounted for under the variable consideration model. If sales incentives may be earned by a customer for purchasing a specified amount of product, the Company estimates whether such incentives will be achieved and recognizes these incentives as a reduction in revenue in the same period the underlying revenue transaction is recognized. The Company primarily uses the expected value method to estimate incentives. Under the expected value method, the Company considers the historical experience of similar programs as well as reviews sales trends on a customer-by-customer basis to estimate what levels of incentives will be earned.

The Company provides for rights of return to customers on its degenerative disease products. To date, the Company has had minimal product returns and therefore has not recorded a provision for returns.

Services

The Company separately recognizes revenues for services to expectant parents who contract with the Company to collect, process and store umbilical cord blood and placenta derived cells and tissue for private use. The Company recognizes revenue from collection and processing fees at the point in time of the successful completion of processing and recognizes storage fees over time, which is ratably over the contractual storage period. Contracted storage periods are generally 18 years and 25 years. Deferred revenue on the accompanying consolidated balance sheets includes the portion of the 18- and the 25-year storage fees that are being recognized over the contractual storage period. The Company classifies deferred revenue as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date.

For all plans (annual, lifetime,18 years and 25 years), the storage fee is paid at the beginning of the storage period (prepaid plans). Alternatively, the Company offers payment plans for customers to pay over time for a period of one to 24 months (over time plans). The Company concluded that a significant financing component is not present within either the prepaid or overtime payment plans. The Company has determined that the prepaid plans do not include a significant financing component as the payment terms were structured primarily for reasons other than the provision of financing and to maximize profitability.

When considered over a 24-month period for over time plans, the difference between the cash selling price and the consideration paid is nominal. As such, the Company believes that its payment plans do not include significant financing components as they are not significant in the aggregate when considered in the context of all contracts entered into nor are they significant at the individual contract level.

The Company offers promotional discounts and other various incentives which are accounted for under the variable consideration model. The Company estimates whether such incentives will be achieved and recognizes these incentives as a reduction in revenue in the same period the underlying revenue transaction is recognized. The Company primarily uses the expected value method to estimate incentives. Under the expected value method, the Company considers the historical experience of similar programs as well as reviews sales trends on a customer-by-customer basis to estimate what levels of incentives will be earned.

As the Company’s processing and storage agreements contain multiple performance obligations, ASC 606,Revenue from Contracts with Customers, requires an allocation of the transaction price based on the estimated relative standalone selling prices of the promised services underlying each performance obligation. The Company has selected an adjusted market assessment approach to estimate the standalone selling prices of the processing services and storage services and concluded that the published list price is the price that a customer in that market would be willing to pay for those goods or services. The Company also considered the fact that all customers are charged the list prices current at the time of their enrollment where the Company has separately stated list prices for processing and storage.

License, royalty and other

Under license agreements, the Company assesses whether the related performance obligation is satisfied at a point in time or over time.

At the inception of each arrangement that includes milestone payments based on certain events, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved in determining whether it is probable that a significant revenue reversal would not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment. If a milestone or other variable consideration relates specifically to the Company’s efforts to satisfy a single performance obligation or to a specific outcome from satisfying the performance obligation, the Company generally allocates the milestone amount entirely to that performance obligation once it is probable that a significant revenue reversal would not occur. See Note 18 for further discussion of the Company’s license agreements.

While the Company’s direct sales of degenerative disease products are included in product sales, sales through the Company’s network of distribution partners are included in license, royalty and other revenues. For certain distribution agreements as described in Note 18, the Company will utilize the practical expedient in ASC 606-10-55-83, whereby an entity may recognize revenue in the amount to which the entity has a right to invoice so long as the consideration from a customer corresponds directly with the value received. Thus, the Company will recognize revenue upon invoicing for these agreements (subsequent to receipt of the related purchase order).

Cost of Revenues

Cost of revenues consists of labor, material and overhead costs associated with the Company’s two existing commercial business segments, biobanking and degenerative disease. Biobanking costs, which include the cost of storage and transportation kits for newly banked materials as well as tank and facility overhead costs for cord blood and other units in storage, are included in services in cost of revenues. Degenerative disease costs, which include costs associated with procuring placentas, qualifying the placental material and processing the placental tissue into a marketable product, are included in product sales or license, royalty and other in cost of revenues depending on the class of customer. Costs of revenues in the degenerative disease segment include labor and overhead costs associated with the production of the Biovance, Biovance 3L, Interfyl and Rebound product lines.

Research and Development Costs

The Company has entered into various research and development and other agreements with commercial firms, researchers, universities and others for provisions of goods and services. These agreements are generally cancellable, and the related costs are recorded as research and development expense as incurred. Research and development expenses include costs for salaries, employee benefits, subcontractors, facility-related expenses, depreciation and amortization, stock-based compensation, third-party license fees, laboratory supplies, and external costs of outside vendors engaged to conduct discovery, preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials, and other costs. The Company records accruals for estimated ongoing research and development costs. Nonrefundable advance payments for goods or services to be received in the future for use in research and development activities are recorded as prepaid expenses. Such prepaid expenses are recognized as an expense when the goods have been delivered or the related services have been performed, or when it is no longer expected that the goods will be delivered, or the services rendered.

Upfront payments, milestone payments and annual maintenance fees under license agreements are expensed in the period in which they are incurred.

Advertising and Marketing Costs

Advertising and marketing costs are expensed as incurred. Advertising and marketing costs are included in selling, general and administrative expenses and were $24 and $23 for the years ended December 31, 2025 and 2024, respectively.

Patent Costs

All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Amounts incurred are classified in selling, general and administrative expenses.

Stock-Based Compensation

The Company measures all stock-based awards granted to employees and directors based on the fair value on the date of the grant and recognizes compensation expense for those awards, over the requisite service period, which is generally the vesting period of the respective award. The Company typically issues stock-based awards with only service-based vesting conditions and records the expense for these awards using a straight-line method.

The Company’s board of directors may also approve and award performance-based stock options. The performance-based stock options are earned based on the attainment of specified goals achieved over the performance period. The Company recognizes expense for performance-based awards over the related vesting period once it deems the achievement of the performance condition is probable. The Company reassesses the probability of vesting at each reporting period for performance-based awards and adjusts expense accordingly on a cumulative basis.

The fair value of each service-performance- and market-based stock option grant is estimated on the date of grant using an appropriate option pricing model using inputs available as of the grant date. For awards with service-based vesting conditions only, the Company determines the fair value of the award as of the grant date using the Black-Scholes option-pricing model. Prior to the merger, Legacy Celularity was a private company and lacked company-specific historical and implied volatility information for its stock. Therefore, the Company estimates its expected stock price volatility using its volatility since the merger and the historical volatility of publicly traded peer companies. The expected term of the Company’s stock options granted to employees is determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employee consultants is equal to the contractual term of the option award or the Company’s estimated term based on the underlying agreement. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. The expected dividend yield is zero based on the fact that the Company has never paid cash dividends on common stock and does not expect to pay any cash dividends in the foreseeable future.

The Company classifies stock-based compensation expense in its consolidated statement of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. The Company elects to account for forfeitures as they occur and compensation cost previously recognized for an award that is forfeited because of a failure to satisfy a service or performance condition is generally reversed in the period of the forfeiture.

Comprehensive Loss

Comprehensive loss refers to revenues, expenses, gains and losses that under GAAP are included in comprehensive loss but are excluded from net loss as these amounts are recorded directly as an adjustment to accumulated other comprehensive loss. The Company’s only component of other comprehensive loss is comprised of the portion of the total change in fair value of debt accounted for under the fair value option that is attributable to changes in instrument-specific credit risk. During the year ended December 31, 2025, the Company recorded instrument-specific credit risk income of $5. During the year ended December 31, 2024, the Company recorded instrument-specific credit risk loss of $5. These amounts have been recorded as a separate component of stockholders’ (deficit) equity.

Income Taxes

The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies.

The Company accounts for uncertainty in income taxes recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained based on the technical merits of the position. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. The provision for income taxes includes the effects of unrecognized tax benefits, as well as the related interest and penalties (see Note 20).

Equity Method Investments

The Company applies the equity method of accounting for equity investments where the Company does not consolidate the investee but can exert significant influence over the financial and operating policies of the investee. The evaluation of whether the Company exerts control or significant influence over the financial and operational policies of an investee is based on the facts and circumstances surrounding that individual investment. The Company’s share of net income of the investee is recorded based upon the most current information available at the time, which may precede the date of the consolidated balance sheet. The Company has adopted a lag in reporting for it equity method investee, Defeye, Inc. (“Defeye”) for which the Company cannot reliably obtain financial information on a regular basis. Distributions received reduce the Company’s carrying value of the investee and the cost basis if deemed to be a return of capital. For equity method investments, impairment evaluation considers qualitative factors, including the financial conditions and specific events related to an investee, which may indicate the fair value of the investment is less than the carrying value. See Note 22 for more information relating to the Company’s investment in Defeye.

Net Loss per Share

Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as redeemable convertible preferred stock, convertible debt, stock options, restricted stock units and warrants, which would result in the issuance of incremental shares of common stock. However, potential common shares are excluded if their effect is anti-dilutive. For diluted net loss per share when the Company has a net loss, the weighted-average number of shares of common stock is the same as for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. All warrants are participating securities, as they participate on a one-for-one basis with Class A common stock in the distribution of dividends, if and when declared by the Board of Directors. For the purposes of computing earnings per share, the warrants are considered to participate with Class A common stock in earnings of the Company. Therefore, the Company computes earnings per share using the two-class method, an earnings allocation method that determines net income (loss) per share (when there are earnings) for common stock and participating securities. No income was allocated to the warrants for the years ended December 31, 2025 and 2024, as results of operations were a loss for both periods.

Gains on warrant liabilities are only considered dilutive when the average market price of the common stock during the period exceeds the exercise price of the warrants.

The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of Class A common stock outstanding as they would be anti-dilutive:

Segment Information

Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company manages its operations through an evaluation ofthree distinct businesses segments: Cell Therapy, BioBanking and Degenerative Disease. These segments are presented for the years ended December 31, 2025 and 2024 in Note 21.

Concentrations of Credit Risk and Significant Customers

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, and accounts receivable. The Company generally maintains cash balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents or restricted cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company is subject to credit risk from trade accounts receivable related to both degenerative disease product sales and biobanking services. All trade accounts receivables are a result from product sales and services performed in the United States. As of December 31, 2025, two of the Company’s customers, each of which individually comprised at least 10%, represented an aggregate 37% of the Company’s outstanding gross accounts receivable. As of December 31, 2024, three of the Company’s customers, each of which individually comprised at least 10%, represented an aggregate 46% of the Company’s outstanding gross accounts receivable. During the year ended December 31, 2025, the Company had one customer provide for 21% of revenue and another customer provided for 12% of revenue. During the year ended December 31, 2024, the Company had one customer provide for 17% of revenue and another customer provided for 16% of revenue.

Recently Issued Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements.

In November 2024, the FASB issued ASU 2024-03,Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, as subsequently amended by ASU 2025-01 to clarify the effective date, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations and comprehensive loss. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impacts of the adoption of ASU 2025-11 on the consolidated financial statements

In November 2024, the FASB issued ASU 2024-04,Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”): to improve the relevance and consistency in the application of induced conversion guidance in Subtopic 470-20, “Debt—Debt with Conversion and Other Options.” The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The amendments in ASU 2024-04 affect entities that settle convertible debt instruments for which the conversion privileges were changed to induce conversion. The amendments in ASU 2024-04 are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU 2020-06. The amendments in ASU 2024-04 permit an entity to apply the new guidance on either a prospective or a retrospective basis. The Company is currently evaluating the impacts of the adoption of ASU 2025-11 on the consolidated financial statements.

In May 2025, the FASB issued ASU 2025-04,Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Scope Application of Profits Interest and Similar Awards and Accounting for Certain Share-Based Payment Awards Issued to a Customer. This update clarifies how to determine whether a profits interest or similar award should be accounted for under Topic 718 and provides guidance on accounting for share-based payment awards granted to customers in conjunction with revenue arrangements. The ASU removes the option to elect a policy to account for forfeitures as they occur, instead requiring entities to estimate forfeitures. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impacts of the adoption of ASU 2025-11 on the consolidated financial statements

In July 2025, the FASB issued ASU 2025-05,Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets (ASU 2025-05). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under ASC 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for fiscal years beginning after December 15, 2025 and for interim periods within those fiscal years. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the consolidated financial statements.

In September 2025, the FASB issued ASU No. 2025-07,Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration From a Customer in a Revenue Contract. ASU 2025-07 introduces guidance for applying derivative accounting to contracts that include features tied to the operations or activities of one of the parties to the contract. It also aims to reduce diversity in how share-based payments are accounted for in revenue contracts. ASU 2025-07 will be effective for the annual periods beginning after December 15, 2026 with early adoption permitted. The Company is currently evaluating the potential impact that the adoption of this standard will have on the consolidated financial statements.

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required for income taxes. This ASU is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment should be applied on a prospective basis while retrospective application is permitted. The adoption of ASU 2023-09 did not have a material impact on the Company’s related disclosures.

3. Asset Acquisition

On October 9, 2024, the Company 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 the Company’s portfolio of placental-derived advanced biomaterial products. The Company will pay aggregate consideration for the assets of up to $5,500, which consists of (i) an upfront cash payment of $1,000 (ii) an aggregate of up to $4,000 in monthly milestone payments, and (iii) a credit of $500 for the previous payment made by the Company to Sequence pursuant to a letter of intent between the Company and Sequence dated August 16, 2024. Transaction costs incurred with in connection with the Rebound asset acquisition were de minimis. As of December 31, 2025, the Company has accrued a cumulative total of $3,127 for milestone payments due Sequence, of which $2,477 accrued during the year ended December 31, 2025, $650 of which was applied against the acquisition related contingent consideration. The Company has also accrued an additional $873 in accrued expenses and other current liabilities due toongoing settlement discussions with Sequence.

Concurrently with the execution of the asset purchase agreement, the Company entered into an exclusive supply agreement with Sequence for the manufacture and supply of Rebound. The Company retains the right to manufacture Rebound internally.

The Company determined that this transaction represented an asset acquisition in accordance with ASC 805,Business Combinations, because the acquired assets did not meet the definition of a business. As noted above, the purchase price consists of $4,000 of contingent consideration that is based on future collections of net sales of Rebound. The Company’s policy is to record contingent consideration when the contingency is resolved and, therefore, it is generally excluded from the cost of the acquisition. Further, the contingent consideration comprising monthly milestone payments does not meet the definition of a derivative and, therefore, is not required to be recorded at fair value. The fair value of the net assets acquired exceeded the initial cash payments for the purchase, resulting in the full write-down of the intangible assets acquired and the recognition of a contingent consideration liability for the excess of the fair value of the inventory acquired over the initial cash consideration. Future monthly milestone payments will reduce the contingent consideration liability until it has been satisfied in full, and then will be recognized as a period cost The contingent consideration liability is recorded within accrued expenses and other current liabilities.

The purchase price was allocated to the acquired assets as follows:

4. Fair Value of Financial Assets and Liabilities

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:

During the years ended December 31, 2025 and 2024, there were no transfers between Level 1, Level 2 and Level 3.

The carrying values of the Company’s remaining current liabilities approximate fair value in the accompanying consolidated financial statements due to the short-term nature of those instruments.

Valuation of Acquisition-Related Contingent Consideration

The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs and is based on a probability-weighted income approach. The measurement is based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions.

The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using Level 3 inputs for the years ended December 31, 2025 and 2024:

The fair value of the liability to make potential future milestone and earn-out payments was estimated by the Company at each reporting date based, in part, on the results of a third-party valuation using a discounted cash flow analysis based on various assumptions, including the probability of achieving specified events, discount rates, and the period of time until earn-out payments are payable and the conditions triggering the milestone payments are met. The actual settlement of contingent consideration could differ from current estimates based on the actual occurrence of these specified events.

At each reporting date, the Company revalues the contingent consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s consolidated statement of operations and comprehensive loss. Changes in the fair value of the contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the various contingent consideration obligations. The Company has classified the contingent consideration as a long-term liability in the consolidated balance sheets as of December 31, 2025 and 2024. See Note 14 for more information on contingent consideration.

Valuation of Contingent Stock Consideration

The contingent stock consideration liability at December 31, 2025 and 2024 is comprised of the fair value of potential future issuance of Class A common stock to CariCord participating shareholders pursuant to a settlement agreement signed during the year ended December 31, 2021. The contingent stock consideration liability was settled during the year ended December 31, 2025 with the issuance of 12,395 shares of common stock. As a result, the contingent stock consideration liability balance was reduced to $0. The fair value measurement of the contingent stock consideration obligation was determined using Level 3 inputs and is based on a probability-weighted expected return methodology (“PWERM”). The measurement is largely based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions.

The following table presents a reconciliation of the contingent stock consideration obligation measured on a recurring basis using Level 3 inputs for the years ended December 31, 2025 and 2024:

The fair value of the liability to issue future shares of Class A common stock was estimated by the Company at each reporting date, and at the settlement date, using a PWERM based on various inputs and assumptions, including the Company’s common share price, discount rates, and the probability of achieving specified future operational targets.

At each reporting date, the Company revalues the contingent stock consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s consolidated statement of operations and comprehensive loss. Changes in the fair value of the contingent stock consideration obligation may result from changes in discount rates, changes in the Company’s common share price, and changes in probability assumptions with respect to the likelihood of achieving specified operational targets. The change in the fair value of the contingent stock consideration obligation during the year ended December 31, 2025 was $27. The Company has classified the contingent stock consideration within accrued expenses and other current liabilities in the consolidated balance sheets as of December 31, 2025 and 2024.

Valuation of Short-Term Debt - Unaffiliated

The Company elected the fair value option to account for the Yorkville PPA signed on September 15, 2022 (see Note 10). As of December 31, 2023, due to the short-term nature of the debt, the fair value of the Yorkville PPA approximated the settlement amount, which was fully paid on January 17, 2024.

The following table presents a reconciliation of short-term debt obligations measured on a recurring basis using Level 3 inputs for the years ended December 31, 2025 and 2024:

Yorkville Convertible Promissory Note

The Company elected the fair value option to account for the Yorkville convertible promissory note signed on March 13, 2024.

The fair values of the Yorkville convertible promissory note is based on valuations which employ a Monte Carlo model and a credit default model. The Company utilized Level 3 inputs in a probability weighted model based on outcomes of a default, repayment and conversion of the notes. The measurements are based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions. The fair value of the Yorkville convertible promissory note on March 13, 2024, the date of issuance, was $2,993. The Yorkville convertible promissory note was fully converted into common shares during 2025. At the time of conversion, the fair value of the Yorkville convertible promissory note approximated the fair value of the conversion amount and therefore its fair value was determined based on the value of the common stock it converted into. At the time of conversion, the fair value of the Yorkville promissory note was $3,469.

Significant inputs for the Yorkville convertible promissory note valuation model were as follows:

Unsecured Senior Convertible Notes

The Company elected the fair value option to account for the unsecured senior convertible notes issued pursuant to the securities purchase agreement signed on November 25, 2024 (see Note 10). The fair values of the unsecured senior convertible notes are based on valuations which employ a Monte Carlo model and a credit default model. The Company utilized Level 3 inputs in a probability weighted model based on outcomes of a default, repayment and conversion of the notes. The measurements are based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions. The fair value of the unsecured senior convertible notes at the dates of issuance was $689. The unsecured senior convertible notes were fully converted into common shares during 2025. At the time of conversion, the fair value of the unsecured convertible notes approximated the fair value of the conversion amount and therefore their fair value was determined based on the value of the common stock they converted into. At the time of conversion, the fair value of the unsecured convertible notes was $922.

Significant inputs for the unsecured senior convertible notes valuation model were as follows:

December 2025 Convertible Note and December 2025 Promissory Note

On December 19, 2025, the Company entered into a series of definitive agreements with an investor whereby the company issued the investor warrants, a senior secured non-convertible promissory note (the “December 2025 Promissory Note”) and a secured convertible note financing (the “December 2025 Convertible Note”).

Due to certain embedded features within the December 2025 Promissory Note and December 2025 Convertible Note, the Company elected to account for both notes and all the embedded features at fair value at inception. Subsequent changes in fair value are recorded as a component of non-operating loss in the consolidated statement of operations and comprehensive loss. See Note 10 for more information.

The fair values of the December 2025 Promissory Note and December 2025 Convertible Note are based on a PWERM based on various inputs and assumptions, including the likelihood of various possible scenarios, and a yield rate. The fair value of the December 2025 Convertible Note was $2,687 as of December 31, 2025. The fair value of the December 2025 Promissory Note was $6,876 as of December 31, 2025.

Significant inputs for the December 2025 Promissory Note valuation model were as follows:

Significant inputs for the December 2025 Convertible Note valuation model were as follows:

Valuation of Warrant Liability

The warrant liability at December 31, 2025 is comprised of the fair value of warrants to purchase shares of Class A common stock. The Public Warrants are recorded at fair value based on the period-end publicly stated close price, which is a Level 1 input. The January 2024 Bridge Loan - Tranche #2 Warrants (prior to reclassification to equity classified) and November 2024 Purchaser Warrants and Placement Agent Warrants were recorded at fair value based on a Monte Carlo simulation model and the Registered Direct, PIPE and Sponsor Warrants are recorded at their respective closing date fair values based on a Black-Scholes option pricing model that utilizes inputs for: (i) the value of the underlying asset, (ii) the exercise price, (iii) the risk-free rate, (iv) the volatility of the underlying asset, (v) the dividend yield of the underlying asset and (vi) maturity, which are Level 3 inputs. The Black-Scholes option pricing model’s primary unobservable input utilized in determining the fair values of the warrant liabilities is the expected volatility of the Class A common stock. Prior to the merger, Legacy Celularity was a private company and lacked company-specific historical and implied volatility information for its stock. Therefore, the Company estimates its expected stock price volatility using its volatility since the merger and the historical volatility of publicly traded peer companies. Beginning with the current period, the Company estimates expected volatility based solely on the historical volatility of its common stock. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the estimated remaining term of the warrants. Inputs to the Monte Carlo and Black-Scholes option pricing models for the warrants are updated each reporting period to reflect fair value.

As described in Note 10 – Debt, on July 21, 2025 the Company issued a former Director of the Company the KTL Note in exchange for $6,812 (Note 10). The KTL Note was issued with a warrant (the “KTL Warrant”) to purchase up to 3,700,000 shares of the Company’s class A common stock. The KTL Warrant was initially exercisable at the closing price at the date when the warrants of RWI were repriced as contemplated by the term sheet dated as of February 12, 2025 between RWI and the Company, with a discount of 20%. As this amount was not known on issuance, the KTL Warrants were required to be liability classified and subsequently remeasure to fair value as they did not meet the “fixed-for-fixed” criteria under ASC 815-40-15-7C. On July 24, 2025, the KTL Warrants became exercisable at $2.528 per share for five (5) years from the date of issuance. As such, the Company recorded the KTL Warrant as a liability at fair value with subsequent changes in fair value recognized in earnings. The Company utilized the Black Scholes Model to calculate the value of the KTL Warrants issued during the year ended December 31, 2025.

The following table presents a reconciliation of the warrant liabilities measured on a recurring basis using Level 3 inputs for the years ended December 31, 2025 and 2024:

Significant inputs for the May 2022 PIPE Warrants and the 2023 Registered Direct Warrants were as follows:

On July 24, 2025 the RWI Bridge Warrants were reclassified from liability to equity classification. The Company also issued an additional tranche of 500,000 equity-classified warrants to RWI. The additional tranche of warrants was issued at a fair value of $1,340 and the issuance resulted in the extinguishment of a promise to issue warrants liability which had previously been included within accrued expenses and other current liabilities. The promise to issue warrants liability was initially recorded on February 12, 2025 at a fair value of $710. The change in fair value of the promise to issue warrants liability during the year ended December 31, 2025 was $630 and is recorded within change in fair value of warrant liabilities on the consolidated statement of operations (Note 15). Significant inputs for the RWI Bridge Warrants were as follows:

On July 24, 2025 the KTL Warrants were reclassified from liability to equity classification. Significant inputs for the KTL Warrants were as follows:

Significant inputs for the Sponsor Warrants were as follows:

Valuation of Derivative Liability

The Company’s Series A Preferred Stock was determined to be more akin to an equity-like host than a debt-like host. The Company identified certain embedded features that required bifurcation from the equity host instrument. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Consolidated Statement of Operations and Comprehensive Loss. The Company estimates the fair value of the bifurcated embedded derivative using a Monte Carlo simulation model and utilizing the with and without method, whereby the probability weighted difference between the scenarios with the derivative and the plain vanilla maturity scenario without a derivative is measured. See Note 15 for more information relating to the Series A Preferred Stock.

The following table presents a reconciliation of the derivative liabilities measured on a recurring basis using Level 3 inputs for the years ended December 31, 2025:

Significant inputs for the bifurcated derivative Monte Carlo valuation model are as follows:

Valuation of Standby Equity Purchase Agreement

On March 13, 2024, the Company and Yorkville entered into a SEPA. Under the SEPA, the Company has the right to sell to Yorkville up to $10,000 of its Class A common stock, par value $0.0001 per share subject to certain limitations and conditions set forth in the SEPA, from time to time, over a 36-month period. Sales of the common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.

In connection with the entry into the SEPA, on March 13, 2024, the Company entered into a registration rights agreement with Yorkville, pursuant to which the Company agreed to file with the SEC no later than May 3, 2024, a registration statement for the resale by Yorkville of the shares of common stock issued under the SEPA (including the commitment fee shares). The Company agreed to use commercially reasonable efforts to have such registration statement declared effective within 45 days of such filing and to maintain the effectiveness of such registration statement during the 36-month commitment period. The Company will not have the ability to request any Advances under the SEPA (nor may Yorkville convert the Initial Advance into common stock) until such resale registration statement is declared effective by the SEC. The Company has not yet filed a registration statement with the SEC for the resale by Yorkville.

The Company determined that the SEPA should be accounted for as a derivative measured at fair value, with changes in the fair value recognized in earnings. Because the Company has not yet filed a registration statement and no shares can currently be issued under the SEPA, the SEPA is deemed to have no value as of the issuance date and as of December 31, 2025 and 2024.

5. Inventory

The Company’s major classes of inventories were as follows:

Inventory, net of current portion includes inventory expected to remain on-hand beyond one year from each balance sheet date presented.

The Company recognized a $4,335 inventory impairment charge during the year ended December 31, 2025 in the consolidated statement of operations and comprehensive loss due to lower of cost or net realizable value adjustments for finished goods. The Company recognized a $466 inventory impairment charge during the year ended December 31, 2024 in the consolidated statement of operations and comprehensive loss due to lower of cost or net realizable value adjustments for finished goods.

A schedule of the activity in the inventory reserves is as follows:

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

7. Property and Equipment, Net

Property and equipment, net consisted of the following:

Depreciation expense was $5,803 and $6,169 for the years ended December 31, 2025 and 2024 respectively.

8. Goodwill and Intangible Assets, Net

Goodwill

During any period in which the Company identifies an impairment trigger, the Company’s methodology includes internally generated separate cash flow projections for each reporting unit based on the different drivers that affect each reporting unit. The Company compares the fair values of each of its reporting units to their respective carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, a goodwill impairment charge is recorded for the difference, with the impairment loss limited to the total amount of goodwill allocated to that reporting unit. The fair values of each of the Company’s reporting units were derived using the income approach, specifically the discounted cash flow method. The use of a discounted cash flow analysis requires significant judgment to estimate the future cash flows and the period of time over which those cash flows will be realized, as well as to determine the appropriate discount rate. The discounted cash flow model reflects management’s assumptions regarding revenue growth rates, risk-adjusted discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of the Company’s reporting units. As part of the goodwill impairment test, the Company also considers its market capitalization in assessing the reasonableness of the combined fair values estimated for its reporting units. Substantial changes in the cash flows assumptions of the different reporting units may lead to a future impairment or may alter the implied distribution of value between the different reporting units. A material decline in the Company’s stock price may affect the imputed discount rate and the distribution of value between the reporting units, which may also lead to a future impairment.

The carrying value of goodwill, all of which was assigned to the Company’s BioBanking reporting unit, was $7,347 at both December 31, 2025 and 2024. At December 31, 2025, the Company performed a qualitative assessment to determine whether the existence of events or circumstances would indicate that it was more likely than not that the that the fair value of the reporting unit is less than its carrying amount. Based on the assessment, there wasno goodwill impairment recognized during the year ended December 31, 2025. At December 31, 2024, the Company performed a qualitative assessment to determine whether the existence of events or circumstances would indicate that it was more likely than not that the that the fair value of the reporting unit is less than its carrying amount. Based on the assessment, there wasno goodwill impairment recognized during the year ended December 31, 2024.

Reconciliations of the change in the carrying value of goodwill by segment for the years ended December 31, 2025 and 2024 are as follows:

Intangible Assets, Net

Intangible assets, net consisted of the following:

Amortization expense for intangible assets was $1,492 and $1,753 for the years ended December 31, 2025 and 2024, respectively.

No impairment charges were recorded on intangible assets for the years ended December 31, 2025 and 2024.

Aggregate amortization expense for each of the five succeeding years and thereafter related to intangible assets held as of December 31, 2025 is estimated as follows:

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

10. Debt

Debt consisted of the following:

(a) December 2025 Promissory Note and Convertible Note

On December 19, 2025, the Company entered into agreements with an investor whereby the Company issued the investor (i) a senior secured non-convertible promissory note (the “December 2025 Promissory Note”) (ii) a secured convertible note financing (the “December 2025 Convertible Note”) (iii.) warrants to purchase up to 2,448,917 shares of common stock (the “December 2025 First Tranche Warrants”) and (iv) additional warrants to purchase up to 1,258,740 shares of common stock (the “December 2025 Second Tranche Warrants). As a result of the transaction, the Company incurred transaction costs of $500 and agreed to issue warrants to purchase 70,000 shares of common stock to a financial advisor engaged by the investor (the “Advisor Warrants”). See Note 15 for more information relating to the December 2025 First Tranche Warrants, December 2025 Second Tranche Warrants, and Advisor Warrants. The Advisor Warrants were issued with a fair value of $103. Together, the fair value of the Advisor Warrants and the transaction costs were allocated between the December 2025 Warrants and the December 2025 Promissory Note and December 2025 Convertible Note. As a result, the Company allocated $461 of the fair value of the Advisor Warrants and the transaction costs to the debt instruments. This allocation was recorded as a component of other expense, net on the consolidated statement of operations.

The December 2025 Convertible Note was issued with a principal of $3,000, accrues interest at 8% per annum, payable in kind, and matures on December 31, 2026. The December 2025 Convertible Note also has a conversion price of $1.66 per share. The December 2025 Promissory Note was issued with a principal amount of $7,000, accrues interest at 4% per annum and was repaid in February of 2026 with proceeds from the sale of state net operating loss tax carryforwards.

Due to certain embedded features within the December 2025 Promissory Note and December 2025 Convertible Note, the Company elected to account for both notes and all the embedded features at fair value at inception. Subsequent changes in fair value are recorded as a component of non-operating income (loss) in the consolidated statement of operations and comprehensive loss. See Note 4 for more information. As December 31, 2025, the December 2025 Promissory Note had a fair value of $6,876 and a principal balance of $7,000. As of December 31, 2025, the December 2025 Convertible Note had a fair value of $2,687 and a principal balance of $3,000. The December 2025 Promissory Note and the December 2025 Convertible Note are both presented within short-term debt – unaffiliated on the consolidated balance sheets.

(b) Yorkville Convertible Promissory Note

On March 13, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with Yorkville (see Note 15). Upon entry into the SEPA, the Company issued Yorkville a $3,150 convertible promissory note for $2,993 in cash (after a 5.0% original issue discount). The note bears interest at an annual rate equal to 8.0% (increased to 18.0% in the event of default as provided in the note) and was scheduled to mature on March 13, 2025. The note was initially convertible into common stock at a price per share equal to $6.3171, provided however, the conversion price was subject to reset on the earlier of (a) the fifth trading day following the effective date of the resale shelf, or (b) the six-month anniversary of the issuance date of the convertible note (i.e., September 13, 2024). The conversion price was reset to $2.7546 on September 13, 2024. Upon the occurrence and during the continuation of an event of default (as defined in the note), the note (including accrued interest) may become immediately due and payable. The issuance of the common stock upon conversion of the note and otherwise under the SEPA is capped at 19.9% of the outstanding common stock as of March 13, 2024. Further, the note and SEPA include a beneficial ownership blocker for Yorkville such that Yorkville may not be deemed the beneficial owner of more than 4.99% of the Company’s common stock. As a result of the Company’s failure to file its 2023 Form 10-K by April 30, 2024 (i.e., a deemed Event of Default under the convertible promissory note), the Company began accruing interest at the default rate of 18.0% as of May 1, 2024. A further event of default occurred as a result of the Company’s failure to file a registration statement with the SEC for the resale by Yorkville of the shares of common stock issuable under the SEPA by May 3, 2024 (see Note 15).

The Company determined that the convertible promissory note included embedded derivatives that would otherwise require bifurcation as derivative liabilities, and neither the debt instrument nor the embedded features are required to be classified as equity. Therefore, at inception, the Company elected to carry the convertible promissory note comprised of the debt host and the embedded derivative liabilities at fair value on a recurring basis as permitted under ASC 825,Financial Instruments. Changes in fair value caused by changes in the instrument-specific credit risk are reported in other comprehensive income, and the remaining change in fair value is reported in earnings (i.e., as a component of other income/expense). Interest expense is a component of the change in fair value of the convertible promissory note and, therefore, is not separately recorded. As a result of the fair value election, the original issue discount of $157 was recorded to other expense in the consolidated statement of operations and comprehensive loss. In November 2024, Yorkville elected to convert $1,150 of principal and $169 of accrued interest into 478,881 shares of common stock. As of December 31, 2025 and 2024, the fair value of the debt was $0 and $1,865. As of December 31, 2025 and 2024 the principal balance was $0 and $2,000. Refer to Note 4 for additional details regarding the fair value measurement.

On March 17, 2025, the Company entered into a letter agreement with Yorkville to extend the maturity date of the convertible promissory note from March 13, 2025 to May 12, 2025. In addition, Yorkville agreed not to declare an event of default until May 12, 2025 (the “Forbearance”). In connection with the maturity date extension and Forbearance, the Company agreed to issue Yorkville 100,000 shares of its Class A common stock. The shares of Class A common stock were issued with piggyback registration rights such that the resale of such shares by Yorkville are to be included on any such registration statement filed by the Company following the issuance. Management evaluated the letter agreement under ASC 470 and determined that it resulted in a debt modification. Accordingly, the Company recognized a loss on modification of debt of $149, representing the difference between the fair value of the debt immediately following and prior to the letter agreement. This loss is presented as a component of “other expense, net” in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025

On May 20, 2025, the Company and Yorkville entered into a second letter agreement (the “Second Amendment”), pursuant to which the maturity date of the Note and Forbearance was further extended from May 12, 2025 to August 15, 2025. As consideration, the Company issued an additional 100,000 shares of restricted Class A common stock, which were also granted piggyback registration rights such that the resale of such shares by Yorkville are to be included on any such registration statement filed by the Company following the issuance. Management evaluated the Second Amendment under ASC 470 and determined that it resulted in a substantial modification, meeting the criteria for debt extinguishment accounting. Accordingly, the Company recognized a loss on extinguishment of debt of $233, representing the difference between the fair value of the newly issued debt and the net carrying amount of the existing debt immediately prior to the First Amendment. This loss is presented as “Loss on debt extinguishment” in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

On August 5, 2025, Yorkville agreed to further extend the maturity date to October 15, 2025, provided, among other things, the Company filed its March 31, 2025, and June 30, 2025, Form 10-Q on or before August 25, 2025. The Company filed its March 31, 2025 and June 30, 2025, Form 10-Q on August 29, 2025, however, the Company did not receive a notice of default from Yorkville. Between September 4, 2025 and September 29, 2025 Yorkville elected to convert the convertible promissory note into common stock. As a result, the Company issued Yorkville 1,525,008 shares of common stock in exchange for the conversion of $2,000 of principal and $255 of accrued interest.

(c) Unsecured Senior Convertible Notes

On November 25, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with an investor, pursuant to which the Company agreed to sell and issue, in one or more closings, to the investor and other purchasers in a private placement transaction, unsecured senior convertible notes and warrants for an aggregate original principal amount of up to $1,000. The Company issued and sold $750 unsecured senior convertible notes and warrants to acquire up to an aggregate of 263,156 shares of Class A common stock (the “November 2024 Purchaser Warrants”).

The unsecured senior convertible notes bear interest at an annual rate of 8.0% (increasing to 10.0% in the event of default as defined in the Purchase Agreement) and have a maturity date of one year from the date of issuance. Upon an event of default, the notes are convertible at the purchasers’ option into shares of the Company’s Class A common stock at a price per share equal to (i) $2.85 (adjusted for stock splits, reverse stock splits, stock dividends, or similar transactions); or (ii) the offering price of a subsequent financing transaction with gross proceeds of $2,500 or more (a “Subsequent Financing”), subject to a floor price of $1.00 per share. The unsecured senior convertible notes include customary negative covenants restricting the Company’s ability to incur other indebtedness other than as permitted, pay dividends to stockholders, grant or suffer to exist a security interest in any of the Company’s assets, other than as permitted, amongst others. In addition, the unsecured senior convertible notes include customary events of default.

The November 2024 Purchaser Warrants entitle the investors to purchase shares of common stock equal to each purchaser’s subscription amount divided by the exercise price of $2.85 per share. The exercise price, and the number of shares of common stock issuable under the November 2024 Purchaser Warrants, are subject to a one-time reset upon the completion of a Subsequent Financing, subject to a floor price of $1.00 per share. The Purchaser Warrants are immediately exercisable and have a 5-year term.

In connection with the transaction, the Company agreed to issue a 5-year warrant to purchase a number of shares of common stock equal to 7% of the proceeds of the transaction (the “November 2024 Placement Agent Warrants”), at an exercise price equal to 125% of the offering price. The November 2024 Placement Agent Warrants are subject to the same one-time exercise price adjustment provision as the November 2024 Purchaser Warrants in connection with a Subsequent Financing.

The Company determined that the unsecured senior convertible notes included embedded derivatives that would otherwise require bifurcation as derivative liabilities, and neither the debt instrument nor the embedded features are required to be classified as equity. Therefore, at inception, the Company elected to carry the unsecured senior convertible notes comprised of the debt host and the embedded derivative liabilities at fair value on a recurring basis as permitted under ASC 825,Financial Instruments. Changes in fair value caused by changes in the instrument-specific credit risk are reported in other comprehensive loss, and the remaining change in fair value is reported in earnings (i.e., as a component of other income/expense). Interest expense is a component of the change in fair value of the unsecured senior convertible notes and, therefore, is not separately recorded. The November 2024 Purchaser and Placement Agent Warrants are classified as liabilities since the exercise price was not determined at issuance and may be subsequently adjusted in connection with Subsequent Financing. The fair value of the November 2024 Placement Agent Warrants has been treated as a transaction cost and was reduced from the cash proceeds to arrive at the net proceeds from the transaction. As a result of the fair value election, a charge of $478 was recorded for the difference between the net proceeds from the transaction and the aggregate fair value of the unsecured senior convertible notes and November 2024 Purchaser and Placement Agent Warrants at issuance.

On June 25, 2025, the Company amended the conversion price of its 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 Class A common stock. The Company recognized a loss of $220, reflecting the difference between the fair value of the unsecured senior convertible notes, and the fair value of the common stock on the conversion date, $922.

Related Party Debt

(d) CEO Promissory Note

On August 21, 2023, the Company entered into a loan agreement with its Chairman and Chief Executive Officer, Dr. Robert Hariri, and two unaffiliated lenders, providing for a loan in the aggregate principal amount of $3,000 (of which Dr. Hariri contributed $1,000), or the “Loan.” The Loan bears interest at a rate of 15.0% per year, with the first year of interest being paid in kind on the last day of each month and matured on August 21, 2024. Pursuant to the terms of the Loan, the Company is required to apply the net proceeds from a subsequent transaction (as defined) in which the Company receives gross proceeds of $4,500 or more to repay the Loan. The Company did not repay the Loan upon receipt of the letter of credit funds in connection with signing the lease amendment (see Note 14) or the January 2024 PIPE (see Note 15). The lenders agreed to a loan amendment whereby the loan maturity date was extended to December 31, 2024, and on September 30, 2024, Dr. Hariri and the two unaffiliated lenders entered into an assignment agreement whereby Dr. Hariri assumed the full loan in exchange for repayment of the other lenders’ respective principal loan amount, plus accrued interest. As a result, the loan was reclassified from short-term debt - unaffiliated to short-term debt - related parties.

On October 12, 2023, in order to further address the Company’s immediate working capital requirements, Dr. Robert Hariri and the Company signed a promissory note for $285 which bears interest at a rate of 15.0% per year. The note matures together with the outstanding principal amount and accrued and unpaid interest upon the earlier of 12 months from the date of the note or upon a change of control.

On January 29, 2025, the Company executed amendments to two outstanding debt instruments with the CEO, including a Loan dated August 21, 2023 (as previously amended), and a note agreement dated October 12, 2023 (collectively, the “CEO Loans”). The modifications in each amendment were an extension of the maturity date and PIK interest period to December 31, 2025 (“the January Amendments”). The January Amendments also included a limited forbearance by the lender, who agreed not to exercise remedies for any potential existing defaults, provided no new default occurs before the revised maturity date. All other terms, including principal, interest, and covenants, remained unchanged and were reaffirmed by both parties.

On December 29, 2025, the Company executed amendments to the CEO Loans. The modifications in each amendment were an extension of the maturity date and PIK interest period to December 31, 2026 (the “December Amendments”). The December Amendments also included a limited forbearance by the lender, who agreed not to exercise remedies for any potential existing defaults, provided no new default occurs before the revised maturity date. All other terms, including principal, interest, and covenants, remained unchanged and were reaffirmed by both parties.

The Company evaluated the terms of the January Amendments and the December Amendments in accordance with ASC 470-60, Troubled Debt Restructurings, and ASC 470-50, Debt Modifications and Extinguishments. The Company determined that for both the January Amendments and the December Amendments, the lender granted a concession to the Company based on the decrease of the effective borrowing rate for each amendment. Accordingly, the Company accounted for the January Amendments and the December Amendments as troubled debt restructurings, calculating a new effective interest rate for the amendments based on the carrying amount of the debts and the present value of the revised future cash flow payment streams. The troubled debt restructurings did not result in recognition of gains or losses in the consolidated statement of operations and comprehensive loss but does impact interest expense recognized in the future. As of December 31, 2025, there was no other short-term debt – related parties and the carrying value of the CEO promissory note inclusive of accrued interest was $4,440. As of December 31, 2024, there was no other short-term debt and the carrying value of the CEO promissory note inclusive of accrued interest was $3,876. The Company recognized interest expense of $685 during the year ended December 31, 2025 due to the CEO promissory note. The Company repaid $121 of principal related to the CEO promissory note during the year ended December 31, 2025.

(e) C.V. Starr Bridge Loan

On March 17, 2023, the Company entered into a loan agreement (the “Starr Bridge Loan”) with C.V. Starr & Co., Inc. (“C.V. Starr”), a stockholder of the Company, for an aggregate principal amount of $5,000 net of an original issue discount of $100. The loan bears interest at a rate equal to 12.0% per year or 15.0% in the event of default, with the first year of interest being paid in kind on the last day of each month, and was scheduled to mature on March 17, 2025. In addition, the parties entered into a warrant agreement to acquire up to an aggregate 75,000 shares of Class A common stock (“Starr Warrant”), at a purchase price of $1.25 per whole share underlying the Starr Warrant or $94. The Starr Warrant has a five-year term and had an exercise price of $7.10 per share.

In June 2023, in connection with the Amended RWI Loan (as defined below), the Company granted C.V. Starr additional warrants to acquire up to an aggregate 50,000 shares of its Class A common stock (“Starr Additional Warrant” and in combination with Starr Warrant, “Starr Warrants”), which additional warrants have a 5-year term and had an exercise price of $8.10 per share. The Company applied the guidance for this transaction in accordance with ASC 470-20,Debt with Conversion and Other Options and ASC 815,Derivatives and Hedging. The net proceeds of the Starr Bridge Loan and Starr Additional Warrant were recorded at fair value. The fair value of the Starr Additional Warrant was determined using a Black-Scholes option pricing model. The Starr Warrants met the requirements for a derivative scope exception under ASC 815-10-15—74(a) for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity.

Under the terms of the Starr Bridge Loan, the Company agreed to customary negative covenants restricting its ability to repay indebtedness, pay dividends to stockholders, repay or incur other indebtedness other than as permitted, grant or suffer to exist a security interest in any of the Company’s assets, other than as permitted, or hold cash and cash equivalents less than $3,000 for more than five consecutive business days. During the year ended December 31, 2023, the Company’s cash and cash equivalents fell below the $3,000 minimum liquidity covenant, which per the terms of the loan agreement caused an event of default.

On January 12, 2024, the Company entered into an amendment which terminated the minimum $3,000 liquidity covenant requirement. In addition to the negative covenants in the Starr Bridge Loan, the Starr Bridge Loan includes customary events of default and the Company granted C.V. Starr a senior security interest in all of its assets, pari passu with RWI (as defined below).

On March 13, 2024, the Company and C.V. Starr entered into a forbearance agreement (“Starr Forbearance Agreement”) with respect to the Starr Bridge Loan. Under the Starr Forbearance Agreement, (i) C.V. Starr agreed not to exercise its rights and remedies upon the occurrence of any default under the Starr Bridge Loan until the Company’s obligations in respect of the Yorkville convertible promissory note have been indefeasibly paid in full, (ii) C.V. Starr consented to the Company’s incurrence of indebtedness under the Yorkville convertible promissory note, (iii) C.V. Starr consented to cash payments required to be made under the SEPA and the Yorkville convertible promissory note, (iv) the Company agreed to increase the interest rate on the loan outstanding under the Starr Bridge Loan by 100 basis points and (v) the Company agreed to amend the exercise price of (x) that certain warrant to acquire 75,000 shares of the Company’s common stock for $7.10 per share, expiring March 17, 2028, and (y) that certain warrant to acquire 50,000 shares of common stock for $8.10 per share expiring June 20, 2028, each of which are held by C.V. Starr, such that the exercise price of each such warrant in (x) and (y) is $5.895 per share. In addition, the interest rate of the Starr Bridge Loan was increased to 13.0% per annum. The Starr Forbearance Agreement resulted in a modification of the Starr Bridge Loan, since the change in cash flows was determined to be less than 10%. Accordingly, no gain or loss was recorded and the change in fair value of the Starr Warrants of $51 was recorded as a debt discount and will be amortized based on the new effective interest rate over the term of the Starr Bridge Loan. Due to the Company’s failure to make certain interest payments when due, the Company began accruing interest at the default rate of 16.0% as of April 5, 2024.

On February 12, 2025, the Company entered into a binding term sheet with C.V. Starr, pursuant to which C.V. Starr agreed to, among other things, an extension of the Starr Forbearance Agreement whereby C.V. Starr agreed not to exercise its rights and remedies upon the occurrence of any default under the Starr Bridge Loan and whereby the maturity date of the Starr Bridge Loan has been extended to February 15, 2026. Pursuant to the binding term sheet, the Company agreed to (i) use a portion of the proceeds from its next registered public offering to pay C.V. Starr approximately $800, representing cash interest through January 31, 2025 and (ii) issue to C.V. Starr a new five-year warrant to purchase up to 100,000 shares of its Class A common stock. In addition, the Company agreed to reprice certain outstanding warrants held by C.V. Starr. The Company recorded a $216 loss on debt extinguishment, reflecting the difference between the reacquisition price and the net carrying amount. This loss is reported as other expense in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

On July 29, 2025, in connection with the KTL Note (as defined below) issued on July 21, 2025, the Company paid C.V. Starr $5,900 in satisfaction of the outstanding principal and interest under the Starr Bridge Loan. As a result, the Company recognized a gain from the forgiveness of accrued interest of $991. The gain was recorded as a component of “Other expense, net” on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

As of December 31, 2025 and 2024, the carrying value of Starr Bridge Loan, inclusive of accrued interest and net of discount, was $0 and $5,652, respectively.

(f) RWI Bridge Loan

On May 16, 2023, with written consent provided by Yorkville, the Company entered into a senior secured loan agreement (“RWI Bridge Loan”) with Resorts World Inc Pte Ltd, (“RWI”) providing for an initial loan in the aggregate principal amount of $6,000 net of an original issue discount of $120, which bears interest at a rate of 12.5% per year or 15.5% in the event of default, with the first year of interest being paid in kind on the last day of each month, and matured on June 14, 2023.

On June 21, 2023, the Company closed on an amended and restated senior secured loan agreement (“Amended RWI Loan”), to amend and restate the previous senior secured loan agreement, in its entirety. The Amended RWI Loan provided for an additional loan in the aggregate principal amount of $6,000 net of an original issue discount of $678, which bears interest at a rate of 12.5% per year or 15.5% in the event of default, with the first year of interest being paid in kind on the last day of each month, and was schedule to mature on March 17, 2025. The Amended RWI Loan extended the maturity date of the initial loan to March 17, 2025. In addition, the Amended RWI Loan provided for the issuance of warrants to acquire up to an aggregate 300,000 shares of the Company’s Class A common stock (“RWI Warrant”), at a purchase price of $1.25 per whole share underlying the RWI Warrant (or an aggregate purchase price of $375). The RWI Warrant has a five-year term and an exercise price of $8.10 per share.

Pursuant to the terms of the Amended RWI Loan, the Company was required to apply the net proceeds to the trigger payments due to Yorkville pursuant to the PPA. In addition, the Company agreed to customary negative covenants restricting its ability to repay indebtedness, pay dividends to stockholders, repay or incur other indebtedness other than as permitted, grant or suffer to exist a security interest in any of its assets, other than as permitted, or hold cash and cash equivalents of less than $3,000 for more than five consecutive business days, and includes customary events of default. The Company granted RWI a senior security interest in all of its assets, pari passu with C.V. Starr pursuant to the Starr Bridge Loan. The Company and RWI signed a forbearance agreement on September 14, 2023, whereby RWI agreed to forebear any action under the terms of the Amended RWI Loan in relation to the minimum $3,000 liquidity covenant and with respect to any potential default in relation to the Company’s outstanding debt owed to Yorkville until December 31, 2023. Pursuant to the amendment on January 12, 2024, see below, the minimum $3,000 liquidity covenant requirement was terminated.

The Company accounted for the Amended RWI Loan in accordance with ASC 470-20,Debt with Conversion and Other Options and ASC 815,Derivatives and Hedging. The net proceeds of the Amended RWI Loan and RWI Warrant were recorded at fair value, which resulted in a total discount of $2,151 based on the difference between the proceeds and fair value which were recorded as a loss within other income (expense) on the consolidated statement of operations and comprehensive loss. The fair value of the RWI Warrant was determined using a Black-Scholes option pricing model. The RWI Warrant met the requirements for a derivative scope exception under ASC 815-10-15-74(a) for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity.

On January 12, 2024, the Company entered into a second amended and restated senior secured loan agreement (“RWI Second Amended Bridge Loan”), to amend and restate the previously announced senior secured loan agreement with RWI dated as of May 16, 2023, as amended on June 20, 2023, in its entirety. The RWI Second Amended Bridge Loan provided for an additional loan in the aggregate principal amount of $15,000 net of an original issue discount of $3,750, which bears interest at a rate of 12.5% per year, with the first year of interest being paid in kind on the last day of each month, and matures on July 16, 2025. In addition, the RWI Second Amended Bridge Loan provides for the issuance of a 5-year immediately exercisable warrant to acquire up to 1,650,000 shares of Class A common stock (“Tranche #1 Warrant”), and a warrant to acquire up to 1,350,000 shares of Class A common stock, which would only be exercisable upon the later of (x) stockholder approval for Nasdaq purposes of its exercise price, (y) CFIUS clearance and (z) six months from issuance date (“Tranche #2 Warrant”) and will expire 5 years after it becomes exercisable. The Tranche #1 Warrant and Tranche #2 Warrant were each issued on January 16, 2024 in conjunction with the close of the RWI Second Amended Bridge Loan. The Tranche #1 Warrant has an exercise price of $2.4898 per share. The Tranche #2 Warrant became exercisable on July 15, 2024 and has an exercise price of $2.988 per share.

Pursuant to the terms of the RWI Second Amended Bridge Loan, the Company was required to apply the proceeds of the additional loan (i) to the payment in full of all outstanding amounts owed to Yorkville under the PPA, (ii) to the payment of invoices of certain critical vendors, (iii) to the first settlement payment owed to Palantir (see Note 14), and (iv) for working capital and other purposes pre-approved by RWI. Pursuant to the terms of the RWI Second Amended Bridge Loan, the Company agreed to customary negative covenants restricting its ability to pay dividends to stockholders, repay or incur other indebtedness other than as permitted, or grant or suffer to exist a security interest in any of the Company’s assets, other than as permitted. In addition, the Company agreed to apply net revenues received through the sale of its products/provision of services in connection with or related to its distribution and manufacturing agreement with Genting Innovation Pte Ltd (“Genting Innovation”), a related party, as a prepayment towards the loan.

The RWI Second Amended Bridge Loan resulted in an extinguishment of the Amended RWI Loan, since the change in cash flows exceeded 10%. As a result, the Company record a loss on extinguishment equal to the difference between (i) the fair values of the new loan and Tranche #1 and Tranche #2 Warrants and (ii) the previous carrying amount of the Amended RWI Loan, or $3,908. The Company has not elected to carry the RWI Second Amended Bridge Loan at fair value, as permitted under ASC 815,Derivatives and Hedging and ASC 825,Fair Value Option for Financial Instruments. The Tranche #1 Warrant has been classified in stockholders’ equity, since it is exercisable into a fixed number of the Company’s own shares at a known exercise price, and therefore is not required to be classified as a liability under ASC 480,Distinguishing Liabilities from Equity. The Tranche #2 Warrant was initially classified as a liability, since the exercise price (i.e., Minimum Price) was not determined at issuance and may have been subsequently adjusted. As of July 15, 2024, the Tranche #2 Warrant became exercisable and no longer contains adjustment provisions to the exercise price that are not indexed to the Company’s own stock, resulting in the reclassification from liability to equity.

The Company and RWI also entered into an investor rights agreement dated as of January 12, 2024. The investor rights agreement provides RWI certain information and audit rights, as well as registration rights with respect to the shares underlying the Tranche #1 Warrant and Tranche #2 Warrant, including both the undertaking to file a registration statement within 45 days of filing of the 2023 Form 10-K, “piggyback” registration rights, as well as the right to request up to three demand rights for underwritten offerings per year; in each case subject to customary “underwriter cutback” language as well as any objections raised by the Securities and Exchange Commission to inclusion of securities. If the initial registration statement was not filed on or prior to May 15, 2024, the investor rights agreement provided for partial liquidating damages equal to 1.0% of the purchase price of the Tranche #1 and Tranche #2 Warrants amount each month, up to a maximum of 6.0%, plus interest thereon accruing daily at a rate of 18.0% per annum.

On March 13, 2024, the Company and RWI entered into a second forbearance agreement (“RWI 2nd Forbearance Agreement”). Under the RWI 2nd Forbearance Agreement, (i) RWI agreed not to exercise its rights and remedies upon the occurrence of any default under the RWI Second Amended Bridge Loan until the Company’s obligations in respect of the Yorkville convertible promissory note have been indefeasibly paid in full or March 13, 2025, whichever occurs first, (ii) RWI consented to the Company’s incurrence of indebtedness under the Yorkville convertible promissory note, (iii) RWI consented to cash payments required to be made under the SEPA and the Yorkville convertible promissory note, (iv) the Company agreed to increase the interest rate on the loan outstanding under the RWI Loan Agreement by 100 basis points, or from 12.5% to 13.5% per annum, and (v) the Company agreed to issue RWI a warrant to acquire up to 300,000 shares of common stock (“RWI New Warrant”), which expires June 20, 2028 and has an exercise price of $5.895 per share. The RWI 2nd Forbearance Agreement resulted in a modification of the RWI Second Amended Bridge Loan, since the change in cash flows was less than 10%. Accordingly, no gain or loss was recorded, and the fair value of the RWI New Warrant of $1,162 was recorded as debt discount and will be amortized based on the new effective interest rate over the term of the RWI Second Amended Bridge Loan. Due to the Company’s failure to make certain interest payments when due, the Company began accruing interest on the Amended RWI Loan balance of approximately $13,700 at the default rate of 16.5% as of August 5, 2024.

On February 12, 2025, the Company entered into a binding term sheet with RWI, pursuant to which RWI agreed to, among other things, an extension of the RWI 2nd Forbearance Agreement whereby RWI has agreed not to exercise its rights and remedies upon the occurrence of any default under certain loans owed to RWI and whereby the maturity date of the foregoing loans is extended to February 15, 2026. Pursuant to the RWI binding term sheet, the Company agreed to (i) use a portion of the proceeds from its next registered public offering to pay RWI approximately $1,300, representing cash interest through January 31, 2025 and (ii) issue to RWI, on July 24, 2025, a new five-year warrant to purchase up to 500,000 shares of its Class A common stock. In addition, the Company agreed to reprice certain outstanding warrants held by RWI. Management evaluated the binding term sheet with RWI under ASC 470 and determined that it resulted in a substantial modification of certain loans owed to RWI, meeting the criteria for debt extinguishment accounting. Accordingly, the Company recognized a loss on extinguishment of debt of $5,907, representing the difference between the fair value of the newly issued debt and the net carrying amount of the existing debt immediately prior to the First Amendment. This loss is presented as “Loss on debt extinguishment” in the consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

On August 13, 2025, the Company entered into an asset purchase agreement (the “APA”) with Celeniv Pte. Ltd (“Celeniv”). Concurrently with the APA, RWI agreed to assign the RWI Second Amended Bridge Loan and the RWI Loan to Celeniv. Additionally, the KTL Note (as defined below) was assigned by its holder to Celeniv. Pursuant to the APA, the Company agreed to sell Celeniv certain purchased intellectual property in exchange for the assignment of the Company’s obligations due under the RWI Second Amended Bridge Loan, the RWI Loan, and the KTL Loan.

As of December 31, 2025 and December 31, 2024, the carrying value of the RWI Second Amended Bridge Loan and Amended RWI Loan, inclusive of interest and net of discount was $0 and $30,275, respectively. The carrying amount of the RWI Second Amended Bridge Loan was deemed to approximate fair value.

KTL Secured Promissory Note

On July 21, 2025 the Company issued a former Director of the Company a $6,812 secured promissory note (the “KTL Note”) in exchange for $6,812. The KTL Note incurs interest at an annual rate of 2.0% and has a maturity date of March 21, 2026. The KTL Note stipulates that a portion of the net proceeds received in exchange for the KTL Note are to be used by the Company to repay the Starr Bridge Loan.

The KTL Note was issued with a warrant (the “KTL Warrant”) to purchase up to 3,700,000 shares of the Company’s class A common stock. The KTL Warrant has an exercise price of $2.53 per share and has a term of five years beginning on the issuance date. The KTL Note and KTL Warrant were recorded at fair value, which resulted in a total discount of $6,812, and a loss on issuance of convertible note with warrants of $2,335, based on the difference between the proceeds and the fair value. The KTL Note was recorded within short-term debt – related parties on the consolidated balance sheets. The fair value of the KTL Warrant was determined using a Black-Scholes option pricing model (Note 15 - Equity).

On August 13, 2025, the Company entered into the APA with Celeniv and concurrently with the APA, the KTL Note was assigned by its holder to Celeniv. Pursuant to the APA, the Company agreed to sell Celeniv certain purchased intellectual property in exchange for the assignment of certain of the Company’s obligations, including the KTL Loan.

The Company recognized interest expense due to the KTL Note of $9 for the year ended December 31, 2025. Additionally, the Company recognized amortization of KTL Note debt discount of $858 for the year ended December 31, 2025. As of December 31, 2025 the balance owed due to the KTL Note was $0.

11. Transfers of Financial Assets

On April 30, 2025 and May 7, 2025, the Company entered into multiple merchant cash advance agreements (the “First MCA”) with Genesis Equity Group Funding LLC (“GEG”) under which it transferred the rights to specified future receivables of an aggregate $1,485 (the “First MCA Purchased Amount”) in exchange for aggregate upfront cash proceeds of $897 (the “First MCA Purchase Price”). The First MCA was to be repaid in weekly payments of $71 until the First MCA Purchased Amount is fully repaid.

On August 15, 2025, the Company entered into an additional merchant cash advance agreement (the “Second MCA”) with GEG under which it transferred the rights to specified future receivables of an aggregate $2,475 (the “Second Purchased Amount”) in exchange for aggregate upfront cash proceeds of $1,389. The Second MCA will be repaid in weekly installments of $88 until the MCA is fully repaid. The proceeds from the Second MCA were used to repay the First MCA and for working capital needs.

On December 10, 2025, the Company entered into a merchant cash advance agreement (the “Third MCA”) with Capital Two Corp (“Capital Two”) under which it transferred the rights to specified future receivables of an aggregate $1,728 (the “Third Purchased amount”) in exchange for aggregate upfront cash proceeds of $1,000. As of December 31, 2025 the liability due to the Third MCA had been fully repaid.

Upon evaluation under ASC 860,Transfers and Servicing, the Company determined that the transactions do not meet the criteria for sale accounting. Although legal title was transferred, the Company retains significant continuing involvement in the form of collection responsibilities and operational dependencies that affect the cash flows of the transferred receivables.

Specifically, the Company retains effective control over the receivables, as payment to GEG and Capital Two is dependent on the Company’s future settlement proceeds; retains significant risks and rewards, as it continues to manage and collect the receivables; granted a security interest to GEG and Capital Two under Article 9 of the UCC, which indicates that the receivables have not been isolated from the Company in bankruptcy; and did not sufficiently demonstrate that GEG and Capital Two have the unilateral ability to pledge or exchange the receivables without restriction.

Accordingly, the transferred receivables continue to be recognized on the Company’s balance sheet, and the proceeds received from GEG and Capital Two are recorded as a secured borrowing. The liability is presented within “accrued expenses and other current liabilities” and as of December 31, 2025, the related secured borrowing liability was approximately $699.

12. Licensing Obligation

On August 13, 2025, the Company entered into the APA with Celeniv. Concurrently with the APA, RWI agreed to assign the RWI Second Amended Bridge Loan and the RWI Loan to Celeniv. Additionally, the KTL Note was assigned by its holder to Celeniv. Pursuant to the APA, the Company agreed to sell Celeniv certain purchased intellectual property in exchange for the assignment of the Company’s obligations due under the RWI Second Amended Bridge Loan, the RWI Loan, and the KTL Loan. Immediately prior to the assignment of their obligations, the RWI Second Amended Bridge Loan, the RWI Loan, and the KTL Loan had a total principal value of $33,812, accrued interest of $4,031, accrued paid-in kind interest of $3,835 and a debt discount of $5,955.

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 sold to Celeniv. The Company will pay Celeniv a royalty in an amount equal to 12.5% 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). Each quarterly installment is equal to approximately $1,057.

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 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 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.

Unless terminated earlier or otherwise extended pursuant to the terms of the License Agreement, the License Agreement shall terminate on August 13, 2030. 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.

The Company accounted for the APA and the License Agreement as a financing arrangement as it failed the sale criteria of ASC 606-10-25-30. The Company recognized a licensing obligation equal to the future cash payments and the excess of the recorded amount over the future cash payments was recognized as a gain on the Celeniv transaction.

As of December 31, 2025 the licensing obligation was as follows:

13. Operating Leases

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate (“IBR”) based on the information available at the lease commencement date to determine the appropriate discount rate by multiple asset classes. Variable lease payments that are not based on an index or that result from changes to an index subsequent to the initial measurement of the corresponding lease liability are not included in the measurement of lease ROU assets or liabilities and instead are recognized in earnings in the period in which the obligation for those payments is incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term. Rent expense was $4,467 and $4,444 for the years ended December 31, 2025 and 2024, respectively.

The Company leases a facility consisting of office, manufacturing and laboratory space in Florham Park, New Jersey under a lease expiring in 2036. The Company has theoption to renew the term of the lease for two additional five-year terms so long as the lease is then in full force and effect; both option periods have been included in determining the lease term used in recognizing the ROU assets and lease liability.

The Company includes its lease costs within selling, general and administrative expenses on the consolidated statement of operations and comprehensive loss. The components of the Company’s lease costs as follows:

The table below shows the cash activity related to the Company’s lease liabilities:

As of December 31, 2025, the maturities of the Company’s operating lease liabilities were as follows:

As of December 31, 2025 and 2024, the weighted average remaining lease term of the Company’s operating lease was 20.3 years, and 21.3, and the weighted average discount rate used to determine the lease liability for the operating lease was 14.24% and 14.24%, respectively.

14. Commitments and Contingencies

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2025 or 2024.

Acquisition-Related Contingent Consideration

In connection with Legacy Celularity’s acquisition in 2017 of HLI Cellular Therapeutics, LLC and Anthrogenesis, the Company has agreed to pay future consideration to the sellers upon the achievement of certain regulatory and commercial milestones. As a result, the Company recorded $1,413 and $1,413 as contingent consideration as of December 31, 2025 and 2024, respectively. Due to the contingent nature of these milestone and royalty payments, there is a high degree of judgment in the management estimates that determine the fair value of the contingent consideration. See Note 4 for further discussion.

Agreement with Palantir Technologies Inc.

On May 5, 2021, Legacy Celularity executed a Master Subscription Agreement (the “Palantir MSA”) with Palantir under which it agreed to pay $40,000 over five years for access to Palantir’s Foundry platform along with certain professional services. The Company intended to utilize Palantir’s Foundry platform to secure deeper insights into data obtained from the Company’s discovery and process development, as well as manufacturing and biorepository operations. In January 2023, the Company ceased use of the software and provided a notice of dispute to Palantir on the basis that the software had not performed as promised and that Palantir had failed to provide the Company with the professional services necessary to successfully implement, integrate and enable the Foundry platform. As a result, in accordance with ASC 420,Exit or Disposal Costs, during the quarter ended March 31, 2023, the Company recognized the remaining related cease-use costs liability estimated based on the discounted future cash flows of contract payments for $24,402 which was included as software cease-use costs in the consolidated statement of operations and comprehensive loss. On December 21, 2023, the Company entered into a settlement and release agreement with Palantir (the “Palantir Settlement Agreement”), which was subsequently amended on January 10, 2024 and May 6, 2024, whereupon the parties agreed that if the Company paid Palantir the settlement fees of $3,500, less any amounts previously paid, and issued 60,584 shares of Class A common stock no later than June 3, 2024, the parties would cease the arbitration and deem the original Palantir MSA terminated. The Company made the required payments prior to June 3, 2024, and on June 4, 2024, the parties dismissed all claims and counterclaims. Accordingly, at December 31, 2023, the Company reversed previously recognized costs in excess of the final settlement amount. The Company hadno remaining liability as of December 31, 2025 and 2024.

Sirion License Agreement

In December 2021, the Company entered into a license agreement (“Sirion License”) with Sirion Biotech GmbH (“Sirion”). Under the Sirion License, Sirion granted the Company a license related to patent rights and know-how associated with poloxamers (“Licensed Product”). As part of the Sirion License, the Company paid Sirion $136 as an upfront fee, a $113 annual maintenance fee and may owe up to $5,099 related to clinical and regulatory milestones for each Licensed Product during the term. The Company also agreed to pay Sirion low-single digit royalties on net sales on a Licensed Product-by-Licensed Product and country-by-country basis and until the later of: (i) expiration of the last to expire valid claim of the patents covering such Licensed Product, and (ii) 10 years after first Commercial Sale of a Licensed Product. In addition, the Sirion License is subject to termination rights including for termination for material breach and by the Company for convenience upon 30 days written notice. During the years ended December 31, 2025 and 2024, no milestones have been achieved and no royalties have been earned.

At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

Civil Investigative Demand

The Company received a Civil Investigative Demand (the “Demand”) under the False Claims Act, 31 U.S.C. § 3729, dated August 14, 2022, from the U.S. Attorney’s Office for the Eastern District of Pennsylvania. The Demand requests documents and information relating to claims submitted to Medicare, Medicaid, or other federal insurers for services or procedures involving injectable human tissue therapy products derived from amniotic fluid or birth tissue and includes Interfyl. The Company is cooperating with the request and is engaged in an ongoing dialogue with the Assistant U.S. Attorneys handling the Demand. The matter is still in preliminary stages and there is uncertainty as to whether the Demand will result in any liability.

Celularity Inc. v. Evolution Biologyx, LLC, et al.

On April 17, 2023, the Company filed a complaint against Evolution Biologyx, LLC, Saleem S. Saab, individually, and Encyte, LLC (collectively, “Evolution”) in the United States District Court for the District of New Jersey to recover unpaid invoice amounts for the sale of its biomaterial products in the amount of approximately $2,350, plus interest. In September 2021, the Company executed a distribution agreement with Evolution, whereupon Evolution purchased biomaterial products from the Company for sale through Evolution’s distribution channels. The Company fulfilled Evolution’s orders and otherwise performed each of its obligations under the distribution agreement. Despite attempts to recover the outstanding invoices and Evolution’s promise to pay, Evolution has refused to pay any of the invoices and has materially breached its obligations under the distribution agreement. The Company’s complaint asserts claims of breach of contract and fraudulent inducement, amongst others. On April 4, 2024, Evolution filed a counter claim alleging damages in an amount to be determined resulting from alleged breach of contract, breach of warranty, quasi contract and fraud. The Company believes Evolution’s counter claims are without any merit, and the Company intends to vigorously pursue the matter to recover the outstanding payments owed by Evolution, including interest and associated attorney’s fees, as well as defend against Evolution’s counterclaims.

In October 2025 the parties filed cross motions for summary judgment covering all outstanding claims and related issues. In April 2026 the Court denied the Company’s motion for summary judgment on its claims for payment of invoices, subject to Evolution’s contract defenses to be determined at trial and denied the Company’s motion to bar Evolution’s claims for lost profits. The Court granted the Company’s motion to dismiss all of Evolution’s claims for breach of warranties, quasi-contracts, good faith and fair dealing and fraud. It also dismissed Evolution’s claim for attorneys’ fees and time-limited Evolution’s claim for damages. The Company expect the case to proceed to trial on the remaining issues upon the court’s schedule. The Company’s balance of accounts receivable due from Evolution has been fully reserved within the allowance for doubtful accounts as of December 31, 2025 and 2024.

TCWGlobal v. Celularity Inc.

On March 27, 2024, WMBE Payrolling, Inc., dba TCWGlobal, filed a complaint in the United States District Court for the Southern District of California alleging a breach of contract and account stated claims relating to a Master Services Agreement dated May 4, 2020, or the TCWGlobal MSA, for the provision of certain leased workers to perform services on the Company’s behalf. The complaint alleges that the Company breached the TCWGlobal MSA by failing to make payments on certain invoices for the services of the leased workers. On May 7, 2024, the Company entered into a settlement agreement and mutual release with TCWGlobal whereupon the Company agreed to pay $516 in tiered monthly installments, with the last payment due and payable on May 1, 2025, in exchange for a dismissal of the complaint and full release of all claims. The Company defaulted on the payments in November 2024. On April 21, 2025, the Company was served with a motion by TCWGlobal to enforce the settlement and enter judgment against the Company in the amount of $350, for which the Company has accrued within accounts payable on the consolidated balance sheets as of both December 31, 2025 and 2024. The Court granted the motion and entered judgment on June 3, 2025. On February 26, 2026, TCWGlobal and the Company agreed to settle the balance due in one payment of $100 due by March 3, 2026, and two payments of $125 due by the end of March 2026 and April 2026, respectively. As of the issuance date of the financial statements, the Company had made $100 of payments to TCWGlobal.

Hackensack Meridian Health v. Celularity Inc.

On March 27, 2025, Hackensack Meridian Health (“HUMC”) filed a complaint in the Superior Court of New Jersey seeking $948 allegedly owed by Celularity for costs associated with previous clinical trials. The Company determined that there were significant duplications in the invoices, so after a joint review of the charges, the parties agreed that the actual amount due from the Company to HUMC is $668, which the Company accrued within accrued expenses and other current liabilities as of December 31, 2025. The Company defaulted on the Complaint, and HUMC moved for entry of default judgment that was granted on December 5, 2025.

Shareholder Derivative Action

On February 28, 2025, a shareholder derivative action,Dorrance v. Diamandis, Index No. 651165/2025, was filed against the Company’s current and former members of the board of directors as defendants, and the Company, as a nominal defendant, in the Supreme Court of the State of New York. The Plaintiff alleges that the board members’ compensation of its nonemployee directors was excessive in 2021, 2022 and 2023 and seeks to recoup excessive compensation and set controls on the board’s ability to award themselves excessive compensation in the future. The derivative action is also seeking payment of an undisclosed amount of attorney’s fees. After extended negotiations, the Company settled for a payment of $3 in cash and $300 worth of restricted stock to plaintiff’s counsel.

15. Equity

Common Stock

As of December 31, 2025 and 2024, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 730,000,000 shares of $0.0001 par value Class A common stock. As of December 31, 2025 and 2024, shares of Class A common stock issued and outstanding were 28,837,787 and 22,546,671, respectively. The Company’s common stock has the following rights, preferences, privileges, and restrictions:

Voting Power: Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders ofcommon stock are entitled to one vote per share on matters to be voted on by stockholders.

Dividends: Holders of Class A common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefore. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically.

Liquidation, Dissolution and Winding Up: In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied.

Preemptive or Other Rights: The Company’s stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to common stock.

Election of Directors

The Company’s board of directors is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term, except with respect to the election of directors at the special meeting held in connection with the merger with GX, Class I directors are elected to an initial one-year term (and three-year terms subsequently), the Class II directors are elected to an initial two-year term (and three-year terms subsequently) and the Class III directors are elected to an initial three-year term (and three-year terms subsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors can elect all of the directors.

Series A Preferred Stock

The Company’s Certificate of Incorporation authorized 10,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The Company’s board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of common stock and could have anti-takeover effects. The ability of the Company’s board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of Celularity or the removal of existing management.

On October 24, 2025, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 6,000,000 shares of Series A Preferred Stock, out of the Company’s authorized preferred stock. As of December 31, 2025 and 2024, the Company had 2,000,000 and 0 shares of Series A Preferred Stock issued and outstanding, respectively. The Certificate of Designation establishes the following rights, preferences, powers, privileges and restrictions, qualifications and limitations of the Series A Preferred Stock:

Dividends: Holders of Series A Preferred Stock are entitled to receive dividends at a rate of 5.0% per annum, calculated on the stated value, payable quarterly and, at the Company’s election, in cash or as payment-in-kind (PIK) by increasing the stated value. During a Triggering Event (as defined in the Certificate of Designation), the dividend rate increases to 18% per annum.

Voting: Except as otherwise required by law, holders of Series A Preferred Stock are not entitled to any voting rights, other than with respect to amendments or actions affecting the preferences or rights of the Series A Preferred Stock.

Conversion: Each share of Series A Preferred Stock is convertible, at the option of the holder, at any time into shares of the Company’s Common Stock at the lower of (i) 110% of the closing price of the Common Stock on the Trading Day immediately prior to the issuance of such share or (ii) 95% of the lowest closing VWAP over the seven consecutive Trading Days immediately prior to the relevant conversion date, but in no event less than the Floor Price (currently $1.60 per share, subject to adjustment as described in the Certificate of Designation). The conversion price of the Series A Preferred Stock is subject to downward adjustment in certain circumstances, including stock splits, stock dividends, or subsequent offerings below the then-applicable conversion price, subject to the Floor Price. Due to subsequent financings as of December 31, 2025, the Series A Preferred Stock had a conversion price of $2.19 per share.

Limitations on Conversion: Holders of Series A Preferred Stock are prohibited from converting the Series A Preferred Stock into Common Stock to the extent that, after giving effect to such conversion, the holder (together with its affiliates) would beneficially own more than 4.99% (which may be increased to up to 19.99% by written notice, subject to 61-day effectiveness) of the outstanding Common Stock immediately following such conversion. The Company is not permitted to issue shares of Common Stock upon conversion of the Series A Preferred Stock (or exercise of the related warrants) if, after giving effect to such issuance, the aggregate number of shares issued would exceed 19.99% of the issued and outstanding shares of Common Stock as of October 24, 2025, unless and until the Company obtains stockholder approval for such issuances as required by applicable rules of the NASDAQ Capital Market.

Redemption: The Company may, at its option, redeem all or a portion of the outstanding shares of Series A Preferred Stock at a price equal to 120% of the stated value plus accrued but unpaid dividends, subject to notice and other conditions specified in the Certificate of Designation. Upon the closing of any equity or equity-linked financing, the holders of Series A Preferred Stock may require the Company to redeem, out of the proceeds of such financing, up to 10% of the net proceeds at a price equal to the stated value plus accrued and unpaid dividends.

Liquidation Preference: In the event of any liquidation, dissolution or winding up of the Company, holders of Series A Preferred Stock are entitled to receive, on a senior basis to holders of Common Stock and any other junior stock, an amount per share equal to the greater of (i) the stated value plus accrued dividends, or (ii) the amount the holder would have received had the shares been converted into Common Stock immediately prior to such event.

On October 24, 2025, the Company entered into a Securities Purchase Agreement (“the October 2025 Purchase Agreement”) with an institutional investor. The October 2025 Purchase Agreement stipulates that the Series A Preferred Stock has the following right:

Exchange Promissory Note Right: This right permits the investor to exchange their Series A Preferred Stock for a six-month secured promissory note based upon the stated value of the Series A Preferred Stock and any accrued but unpaid dividends.

Redemption of Series A Preferred Stock

On December 19, 2025, the Company entered into agreements with an investor whereby the Company issued the investor the December 2025 Promissory Note (ii) the December 2025 Convertible Note (iii.) the December 2025 First Tranche Warrants and (iv) the December 2025 Second Tranche Warrants. As a result, the holder of the Series A Preferred Stock elected to exercise their optional redemption right with respect to 267,916 shares of Series A Preferred Stock. The redeemed shares had a stated value of $300. As of December 31, 2025, the Company had recorded the $300 redemption as a component of accrued expenses and other liabilities on the consolidated balance sheet.

October 2025 Financing

On October 24, 2025, the Company entered into the October 2025 Purchase Agreement with an institutional investor, pursuant to which the Company agreed to issue and sell, in up to three private placement tranches, shares of Series A Preferred Stock with accompanying warrants to purchase shares of the Company’s Class A common stock. The initial tranche closed on October 24, 2025, and as a result, the Company issued the investor 2,000,000 shares of Series A Preferred Stock and 267,308 common stock warrants (the “October 2025 Warrants”) in exchange for gross proceeds of $2,000. The additional tranches are subject to certain conditions and investor discretion. The Company also agreed to certain registration rights and granted a security interest in certain assets in connection with the October 2025 Purchase Agreement. The Company incurred transaction costs of $210 due to the October 2025 Purchase Agreement. In connection with the transaction, the Company granted the investor a security interest in certain assets and agreed to file a resale registration statement with the Securities and Exchange Commission (the “SEC”) covering the shares underlying the preferred stock and warrants. The Company filed the Form S-1 on December 19, 2025, and it was declared effective by the SEC on December 29, 2025. A second Form S-1 was filed by the Company on December 31, 2025 and then was subsequently declared effective by the SEC on January 7, 2026.

The Series A Preferred Stock was determined to be more akin to an equity-like host than a debt-like host. The Company identified certain embedded features that required bifurcation from the equity host instrument. These features were bundled together, assigned probabilities of being affected and measured at fair value. Subsequent changes in fair value of these features are recognized in the Consolidated Statement of Operations. See Note 4 for more information relating to the bifurcated derivative liability of the Series A Preferred Stock.

The October 2025 Warrants have an exercise price of $3.00 per share and expire five years following their issuance date. The October 2025 Warrants were determined to be equity-classified. The $391 fair value of the October 2025 Warrants was estimated utilizing the Black-Scholes Model at the date of issuance using the following weighted average assumptions: dividend yield 0%; expected term of 5.0 years; equity volatility of 99.17%; and a risk-free interest rate of 3.61%.

The stated value of the Series A Preferred Stock was $2,222. Therefore, an original issue discount of $222 was recorded. Upon issuance, the Company recorded a total discount of approximately $949 to Series A Preferred Stock, which was comprised of the issuance date fair value of the associated embedded derivative of $157, allocated fair value of the October 2025 Warrants of $360, original issue discount of $222, and transaction costs of $210.

The October 2025 Purchase Agreement granted the investor the option to participate for up to 20% of any equity financings entered into by the Company beginning on October 24, 2025 through the date in which the investor no longer holds any shares of the Series A Preferred Stock (the “Preferred Stock Participation Right”). In December 2025 the Company failed to inform the investor of an equity financing in violation of the Preferred Stock Participation Right. As a result, the Company issued the investor 50,000 warrants (the “December 2025 Waiver Warrants”) to settle the violation. The December 2025 Waiver Warrants have an exercise price of $2.50 and expire on December 16, 2030. The issuance of the Waiver Warrants resulted in forbearance expense of $49, which is presented as a component of other expense, net on the consolidated statement of operations and comprehensive loss.

January 2024 PIPE

On January 12, 2024, the Company entered into a securities purchase agreement with an existing investor, Dragasac Limited (“Dragasac”), providing for the private placement of (i)2,141,098 shares of its Class A common stock, par value $0.0001 per share, or the Class A common stock, and (ii) accompanying warrants to purchase up to 535,274 shares of Class A common stock (“January 2024 PIPE Warrant”), for $2.4898 per share and $1.25 per accompanying January 2024 PIPE Warrant, for an aggregate purchase price of approximately $6,000. The closing of the private placement occurred on January 16, 2024. The securities were issued pursuant to an exemption from registration provided under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The offer and sale of the shares and January 2024 PIPE Warrant (including the shares underlying the January 2024 PIPE Warrant) has not been registered under the Act or any state securities laws. The securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Each January 2024 PIPE Warrant had an exercise price of $2.4898 per share, is immediately exercisable, and will expire on January 16, 2029 (five years from the date of issuance).

The Company accounted for the January 2024 PIPE Warrant and common stock as a single non-arm’s length transaction recognized in equity. The Company applied the guidance for this transaction in accordance with ASU 2020-06,(Subtopic 470-20): Debt - Debt with Conversion and Other Options, ASC 815 Derivatives and Hedging,andASC 480 Distinguishing Liabilities from Equity. Accordingly, the net proceeds were allocated between common stock and the January 2024 PIPE Warrant at their respective fair values, which resulted in proceeds of $909 allocated to the January 2024 PIPE Warrant and the balance of the proceeds allocated to the common stock. The fair value of the January 2024 PIPE Warrant was determined using a Black-Scholes option pricing model and the common stock based on closing date share price. The Company evaluated the January 2024 PIPE warrant under ASC 815 and determined that it did not require liability classification and met the requirements for a derivative scope exception under ASC 815-10-15-74(a) for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity. The warrants were recorded in additional paid-in capital within stockholders’ equity on the consolidated balance sheets. Also in connection with the January 2024 PIPE transaction, the Company repriced legacy warrants held by Dragasac to purchase 652,981 shares of common stock with a previous exercise price of $67.70 per share to a new exercise price of $2.4898 per share. The modification of warrants resulted in incremental fair value of $524, which has been recognized as an equity issuance cost and had no net impact on stockholders’ equity as the warrants remain equity-classified after the modification.

In connection with the execution of the securities purchase agreement, the Company also entered into an investor rights agreement with Dragasac dated as of January 12, 2024. The investor rights agreement provides Dragasac certain information and audit rights, as well as registration rights with respect to the shares (and shares underlying the January 2024 PIPE Warrant), including both the undertaking to file a registration statement within 45 days of filing of the 2023 Form 10-K, “piggyback” registration rights, as well as the right to request up to three demand rights for underwritten offerings per year; in each case subject to customary “underwriter cutback” language as well as any objections raised by the SEC to inclusion of securities. If the initial registration statement was not filed on or prior to May 15, 2024, the investor rights agreement provides for partial liquidating damages equal to 1.0% of the subscription amount each month, up to a maximum of 6.0%, plus interest thereon accruing daily at a rate of 18.0% per annum. The Company began to accrue partial liquidating damages and interest as of May 22, 2024. The total amount accrued for liquidated damages was $0 and $418, contained in other current liabilities on the consolidated balance sheet as of December 31, 2025 and December 31, 2024, respectively. As a condition to closing, the Company entered into an amendment to an amended and restated distribution and manufacturing agreement with an affiliate of Dragasac to add cell therapy products in clinical development, investigational stage and/or in near-term commercial use to the list of products under the scope of the exclusive distribution and manufacturing licenses (including unmodified natural killer cells (such as CYNK-001) for aging and other non-oncology indications, PSC-100, PDA-001, PDA-002, pEXO and APPL-001 for regenerative indications).

On January 24, 2025, the Company agreed with the holder of warrants dated January 16, 2024 to purchase 535,274 shares of Class A common stock (the “2024 Warrant” referred to as PIPE Warrants above) and warrants dated January 9, 2020, as amended, to purchase 652,981 shares of Class A common stock (the “2020 Warrant” referred to as A&R Warrants above, and together with the 2024 Warrants, the “Warrants”) to amend the exercise price of the Warrants to $2.07 per share from $2.49 per share and the holder agreed to exercise the Warrants for gross proceeds to the Company of approximately $2.46 million. The modification was not entered into in connection with any new financing or bundled debt arrangement.

The Company evaluated the accounting for the modification and concluded that the transaction constituted an inducement. In the absence of specific authoritative guidance for inducements of equity-classified warrants, the Company applied the guidance in ASC 260-10-S99 and ASC 470-20-40-13 through 40-17 by analogy, which addresses similar inducement transactions for equity-classified convertible preferred stock.

In accordance with this guidance, the Company recognized an inducement equal to the incremental fair value conveyed to the warrant holders, measured as the difference between the fair value of the modified warrants and the fair value of the original warrants immediately prior to the modification. The total inducement of approximately $64 was recognized as an adjustment to net loss, classified as a deemed dividend, to arrive at loss available to common stockholders in the Company’s consolidated statement of operations and comprehensive loss for the year ended December 31, 2025.

June 2025 PIPE

On June 23, 2025, the Company entered into a Securities Purchase Agreement for a private placement of 739,286 shares of Class A common stock at a purchase price of $1.40 per share. The transaction generated proceeds of approximately $1,035. In connection with the offering, the Company also agreed to amend its 1,311,092 equity classified outstanding warrants held by the investors, reducing the exercise price to $2.50 and extending the expiration date to June 30, 2030. The Company evaluated the accounting effects of the warrant modification and concluded that the modification does not have an impact on the Company’s consolidated financial statements.

Warrant Modifications

On January 12, 2024, in connection with the January 2024 PIPE, the Company agreed to amend the exercise price of legacy warrants held by Dragasac to purchase 652,981 shares of common stock, which expired March 16, 2025, from $67.70 per share to $2.49 per share. On January 24, 2025, the Company agreed to reduce the exercise price of both the January 2024 PIPE Warrant and legacy warrants held by Dragasac from $2.49 per share to $2.07 per share. See Warrants section below for additional information. On March 13, 2024, in connection with the RWI Forbearance Agreement (see Note 10), the Company agreed to issue RWI a warrant to acquire up to 300,000 shares of common stock, which expires June 20, 2028, and has an exercise price of $5.90 per share. Additionally, on March 13, 2024, in connection with the Starr Forbearance Agreement (see Note 10), the Company agreed to amend the exercise price of the 75,000 March 2023 Loan Warrants expiring March 17, 2028 from $7.10 per share to $5.90 per share (the “Minimum Price” as determined pursuant to Nasdaq 5635(d) on March 13, 2024) and the 50,000 June 2023 Warrants expiring June 20, 2028 from $8.10 per share to $5.90 per share, each of which are held by C.V. Starr.

On February 12, 2025, the Company entered into binding term sheets with (i) RWI and (ii) C.V. Starr & Co., Inc. in connection with amendments to existing loan arrangements and extensions of forbearance agreements.

Under the RWI agreement, the maturity date of the Company’s senior secured loans aggregating $27.0 million (net of $3.75 million original issue discount) was extended to February 15, 2026. The Company also agreed to issued RWI a newfive-year warrant to purchase 500,000 shares of Class A common stock at an exercise price equal to the “New RWI Exercise Price” (as defined in the agreement), subject to a floor of $1.50 per share. As a result, the Company recorded a promise to issue warrants liability within accrued expense and other liabilities. On July 24, 2025 the Company issued the warrants at a fair value of $1,340 and extinguished the promise to issue warrants liability. The promise to issue warrants liability was recorded at an initial fair value of $710. The Company recorded a change in fair value of the promise to issue warrants of $630 during the year ended December 31, 2025 as a component of the change in fair value of warrant liabilities on the consolidated statement of operations. Additionally, as a result of the RWI agreement, the exercise price of certain outstanding RWI warrants was repriced based on a formula tied to the July 24, 2025 closing price, with similar $1.50 per share floor and existing exercise price cap provisions.

Under the Starr agreement, the maturity date of Starr’s $5.0 million loan (net of $0.1 million original issue discount) was extended to February 15, 2026. The Company also issued Starr a newfive-year warrant to purchase 100,000 shares of Class A common stock at an exercise price equal to the “Starr New Exercise Price” (as defined in the agreement), subject to a $1.50 per share floor. Additionally, the exercise price of the 75,000 March 2023 Loan Warrants expiring March 17, 2028 was changed from $5.90 per share to $1.69 per share and the exercise price of the 50,000 June 2023 Warrants expiring June 20, 2028 was changed from $5.90 per share to $1.69 per share, each of which are held by C.V. Starr.

July 2025 PIPE

On July 14, 2025, the Company entered into a securities purchase agreement (the “July 2025 PIPE Agreement”) with an institutional investor for the issuance and sale in a private placement of 1,230,769 shares of the Company’s Class A common stock, and warrants to purchase 1,230,769 shares of Class A common stock (the “July 2025 PIPE Warrants”) for a purchase price of $1.625 per share of common stock and warrant. The July 2025 PIPE Warrants are exercisable fortwo years from the date of issuance at an exercise price of $1.50 per share and were determined by the Company to be equity-classified.

The Company utilized the Black Scholes Model to calculate the value of the July 2025 PIPE Warrants issued on July 14, 2025. The fair value of the July 2025 PIPE Warrants, $2,265, was estimated at the date of issuance using the following assumptions: exercise price of $1.50; expected term of 5.0 years; equity volatility of 98.88%; and a risk-free interest rate of 3.98%. The gross proceeds to the Company from the private placement are approximately $2,000.

KTL Warrants

As described in Note 10 – Debt, on July 21, 2025 the Company issued a former Director of the Company the KTL Note in exchange for $6,812 (Note 10 - Debt). The KTL Note was issued with a warrant (the “KTL Warrant”) to purchase up to 3,700,000 shares of the Company’s class A common stock. The KTL Warrant was initially exercisable at the closing price at the date when the warrants of RWI were repriced as contemplated by the term sheet dated as of February 12, 2025 between RWI and the Company, with a discount of 20%. As this amount was not known on issuance, the KTL Warrants were required to be liability classified and subsequently remeasure to fair value as they did not meet the “fixed-for-fixed” criteria under ASC 815-40-15-7C. On July 24, 2025, the KTL Warrants became exercisable at $2.528 per share for five (5) years from the date of issuance.

As such, the Company recorded the KTL Warrant as a liability at fair value with subsequent changes in fair value recognized in earnings. The fair value of the KTL Warrants at issuance was $9,150.

During the year ended December 31, 2025, the Company recorded a loss of $36 related to the change in fair value of the warrant liability which is recorded in change in fair value of warrant liabilities on the consolidated statement of operations. The fair value of the KTL Warrants was $9,186 at July 24, 2025 (Note 4).

On July 24, 2025, when the exercise price of the KTL Warrants became fixed and the KTL Warrants met the criteria for equity classification, the Company derecognized the $9,186 warrant liability, with a corresponding increase to additional paid-in capital upon reclassification.

December 2025 Warrants and Advisor Warrants

On December 19, 2025, the Company entered into a series of definitive agreements with an investor whereby the Company issued the investor (i) the December 2025 Promissory Note (ii) the December 2025 Convertible Note (iii.) warrants to purchase up to 2,448,917 shares of common stock (the “December 2025 First Tranche Warrants”) and (iv) additional warrants to purchase up to 1,258,740 shares of common stock (the “December 2025 Second Tranche Warrants, or collectively with the December 2025 First Tranche Warrants, the “December 2025 Warrants”). As a result of the transaction, the Company incurred transaction costs of $500 and agreed to issue warrants to purchase 100,000 shares of common stock to a financial advisor engaged by the investor (the “Advisor Warrants”).

See Note 10 and Note 4 for more information relating to the December 2025 Promissory Note and the December 2025 Convertible Note.

The December 2025 Warrants have an exercise price of $2.00 per share, are exercisable beginning June 19 2026, and expire on December 19, 2030. The Advisor Warrants have an exercise price of $2.00 per share and are exercisable beginning on June 19, 2026 and expiring on June 19, 2031. The Advisor Warrants were determined to be equity-classified in accordance with ASC 718 and their fair value of $103 was recorded as a debt issuance cost. The December 2025 Warrants were also determined to be equity-classified and were recorded within additional-paid in capital. The Company utilized the Black Scholes Model to calculate the value of the December 2025 Warrants and the Advisor Warrants. The fair value of the December 2025 Warrants and Advisor Warrants of $3,804 and $103 was estimated at the date of issuance using the following assumptions: stock price $1.45, exercise price $2.00, dividend yield 0%; expected term of 5.0 years; equity volatility of 97.65%; and a risk-free interest rate of 3.91%.

Standby Equity Purchase Agreement

On March 13, 2024, the Company and Yorkville entered into a SEPA. Under the SEPA, the Company has the right to sell to Yorkville up to $10,000 of its Class A common stock, par value $0.0001 per share subject to certain limitations and conditions set forth in the SEPA, from time to time, over a 36-month period. Sales of the common stock to Yorkville under the SEPA, and the timing of any such sales, are at the Company’s option, and the Company is under no obligation to sell any shares of common stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances as described below.

Upon the satisfaction of the conditions precedent in the SEPA, which include having a resale shelf for shares of common stock issued to Yorkville declared effective, the Company has the right to direct Yorkville to purchase a specified number of shares of common stock by delivering written notice (“Advance”). An Advance may not exceed 100% of the average of the daily trading volume of the common stock on Nasdaq, during the five consecutive trading days immediately preceding the written notice.

Yorkville will generally purchase shares pursuant to an Advance at a price per share equal to 97% of the VWAP, on Nasdaq during the three consecutive trading days commencing on the date of the delivery of the written notice (unless the Company specifies a minimum acceptable price or there is no VWAP on the subject trading day).

The SEPA will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the date of the SEPA or (ii) the date on which Yorkville shall have made payment for shares of common stock equal to $10,000. The Company has the right to terminate the SEPA at no cost or penalty upon five trading days’ prior written notice to Yorkville, provided that there are no outstanding advances for which shares of common stock need to be issued and the Yorkville convertible promissory note (the “Initial Advance”) (see Note 10) has been paid in full. The Company and Yorkville may also agree to terminate the SEPA by mutual written consent.

As consideration for Yorkville’s commitment to purchase the shares of common stock pursuant to the SEPA, the Company paid Yorkville a $25 cash due diligence fee and a commitment fee equal to 16,964 shares of common stock. The Company recorded direct issuance costs of $125 inclusive of the commitment shares as other expense in the consolidated statement of operations during the year ended December 31, 2024.

In connection with the entry into the SEPA, on March 13, 2024, the Company entered into a registration rights agreement with Yorkville, pursuant to which the Company agreed to file with the SEC no later than May 3, 2024, a registration statement for the resale by Yorkville of the shares of common stock issued under the SEPA (including the commitment fee shares). The Company agreed to use commercially reasonable efforts to have such registration statement declared effective within 45 days of such filing and to maintain the effectiveness of such registration statement during the 36-month commitment period. The Company will not have the ability to request any Advances under the SEPA (nor may Yorkville convert the Initial Advance into common stock) until such resale registration statement is declared effective by the SEC. The Company has not yet filed a registration statement with the SEC for the resale by Yorkville of the shares of common stock issued under the SEPA, which is deemed an event of default under the SEPA and as a result, the interest rate on the on the Yorkville convertible promissory note (see Note 10) increased to 18.0%.

The Company determined that the SEPA should be accounted for as a derivative measured at fair value, with changes in the fair value recognized in earnings. Because the Company has not yet filed a registration statement and no shares can currently be issued under the SEPA, the SEPA is deemed to have no value as of the issuance date and as of December 31, 2025 and 2024.

Warrants

As of December 31, 2025, the Company had outstanding warrants to purchase 25,774,577 shares of Class A common stock. A summary of the warrants is as follows:

16. Stock-Based Compensation

2021 Equity Incentive Plan

In July 2021, the Company’s board of directors adopted, and the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of incentive stock options (“ISOs”) to employees and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants. Upon the approval of the 2021 Plan, no further grants were allowed under the prior equity incentive plan (the “2017 Plan”).

The number of shares of Class A Common Stock initially reserved for issuance under the 2021 Plan is 2,091,528. As of December 31, 2025,178,154 shares were reserved for issuance and those shares remain available for future grant under the 2021 Plan. The number of shares reserved for issuance will automatically increase on January 1 of each year, for a period of 10 years, from January 1, 2022 through January 1, 2031, by 4.0% of the total number of shares of Celularity common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. On January 1, 2026, the number of shares reserved for issuance increased by 1,153,511 and those shares remain available for future grant under the 2021 Plan. The shares added to the 2021 Plan on January 1, 2026, remain subject to an effective registration statement on Form S-8. Shares subject to stock awards granted under the 2021 Plan that expire or terminate without being exercised in full will not reduce the number of shares available for issuance under the 2021 Plan. Additionally, shares issued pursuant to stock awards under the 2021 Plan that are repurchased or forfeited, as well as shares that are reacquired as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under the 2021 Plan.

The 2021 Plan is administered by the Company’s board of directors. The Company’s board of directors, or a duly authorized committee thereof, may delegate to one or more officers the authority to (i) designate employees other than officers to receive specified stock awards and (ii) determine the number of shares to be subject to such stock awards. Subject to the terms of the 2021 Plan, the plan administrator has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under the 2021 Plan. The plan administrator has the power to modify outstanding awards under the 2021 Plan. Subject to the terms of the 2021 Plan and in connection with a corporate transaction or capitalization adjustment, the plan administrator may not reprice or cancel and regrant any award at a lower exercise price, strike price or purchase price or cancel any award with an exercise price, strike price or purchase price in exchange for cash, property or other awards without first obtaining the approval of the Company’s stockholders.

Stock Option Valuation

Awards with Service Conditions

The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted during the years ended December 31, 2025 and 2024:

The weighted average grant-date fair value per share of stock options granted during the years ended December 31, 2025 and 2024 was $1.16 and $2.66, respectively.

The following table summarizes option activity with service conditions under the 2021 Plan and the 2017 Plan:

The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A common stock for those options that had exercise prices lower than the fair value of Class A common stock.

The Company recorded stock-based compensation expense relating to option awards with service conditions of $5,081 and $8,336 for the years ended December 31, 2025 and 2024, respectively. During the years ended December 31, 2025 and 2024, the aggregate intrinsic value was $0 and $8, respectively, for the stock options exercised. As of December 31, 2025, unrecognized compensation cost for options issued with service conditions was $2,409 and will be recognized over an estimated weighted-average amortization period of 1.67 years.

Strategic Advisory Agreement

On May 19, 2025, the Company entered into a twelve-month strategic advisory agreement with a consultant for business development and strategic advisory services. The agreement may be terminated by the Company upon 30 days’ notice.

As consideration for the services, the Company issued 50,000 shares of common stock upon execution of the agreement. The fair value of the common stock upon issuance was $108. These shares carry piggyback registration rights in connection with any future registration of Company securities. In addition, the Company issued warrants to purchase an aggregate of 1,500,000 shares of the Company’s common stock, subject to the following terms and vesting conditions:

The Company accounts for share-based compensation in accordance with ASC 718. The fair value of the restricted shares issued upon execution was measured using the market price of the Company’s common stock on the grant date. For warrants subject only to the passage of time (Tranches 1 and 4), compensation expense is recognized over the applicable vesting periods. For Tranches 2 and 3, vesting is contingent upon the successful closing of a strategic transaction. As of the filing date, management has determined that the closing of such a transaction is not yet probable. Therefore, no compensation expense has been recognized for Tranches 2 and 3. The Company will begin recognizing the expense for these tranches once achievement of the vesting condition becomes probable, measured at the grant-date fair value when that determination is made. During the year ended December 31, 2025, a total of $1,259 was included in compensation expense related to the warrants within selling, general and administrative expenses on the consolidated statement of operations and comprehensive loss.

The measurement of fair value of the warrants were determined utilizing a Black-Scholes model considering all relevant assumptions current at the date of issuance (i.e., share price of $2.17, exercise price of $3.00 and $12.00, term offive years, volatility of 106%, risk-free rate of 4.07%, and expected dividend rate of 0%). The grant date fair value of the warrants was estimated to be $2,158 on issuance.

In addition, the Consultant is entitled to receive a success fee payable in cash (unless mutually agreed for all or part to be paid in shares) based on the net proceeds from the closing of a strategic transaction. As of the filing date, the transaction has not closed, and management has concluded it is not probable that the strategic transaction will occur. Accordingly, no liability or expense has been recorded for this contingent success fee under ASC 450. The Company will recognize the fee when the closing becomes probable, and the amount can be reasonably estimated.

Restricted Stock Units

The Company issues restricted stock units (“RSUs”) to employees that generally vest over afour-year period, with 25% vesting on the anniversary of the grant date, and the remainder vesting in equal annual installments thereafter so that the RSUs are vested in full on the four-year anniversary of the grant date. At times, the board of directors may approve exceptions to the standard RSU vesting terms. Any unvested shares will be forfeited upon termination of services. The fair value of an RSU is equal to the fair market value price of the Company’s common stock on the date of grant. RSU expense is amortized straight-line over the vesting period. There are no RSUs outstanding under the 2017 Plan.

The following table summarizes activity related to RSU stock-based payment awards under the 2021 Plan:

The Company recorded stock-based compensation expense of $3,062 and $3,022 for the years ended December 31, 2025 and 2024, respectively, related to RSUs. As of December 31, 2025, the total unrecognized expense related to all RSUs was $1,497, which the Company expects to recognize over a weighted-average period of 1.07 years.

Stock Units with Market Condition Vesting

In July 2023, the Company granted 174,500 market condition stock unit awards (“MCUs”) under the 2021 Plan to certain members of management. The awards are scheduled to vest over a period of one to three years from the grant date based on continuous employment and specified market conditions based on the Company’s stock price at the time of vest. As of December 31, 2025,145,835 of the MCUs had been forfeited as a result of the participant’s termination of continuous service. Stock-based compensation expense for the 28,665 MCUs outstanding as of December, 31 2025, is being recognized over the requisite service period based on the award’s fair value on the grant date. The Company recognized stock compensation of $30 and $211 for the years ended December 31, 2025 and 2024, respectively, related to MCU’s.

October 2025 Consultant Warrants

On October 9, 2025, the Company and a third-party consultant signed a consulting agreement pursuant to which the consultant agreed to provide the Company certain services in exchange for consideration of 1,500,000 warrants with an exercise price of $2.50,1,500,000 warrants with an exercise price of $3.50, and 1,500,000 warrants with an exercise price of $4.50 (collectively known as the “October 2025 Consultant Warrants”) as well as 100,000 shares of common stock. Each of the October 2025 Consultant Warrants contain a performance obligation based on the close of a sale of a property owned by the Company, and has a five-year term expiring on October 9, 2030 and was granted on October 9, 2025. The October 2025 Consultant Warrants also contain a market condition; and will become exercisable in the event that the thirty day VWAP of the Company’s stock becomes twice the exercise price of the warrant for thirty days.

Given that the October 2025 Consultant Warrants contain a market condition and a performance condition, the compensation cost from the October 2025 Consultant Warrants is recognized as if two awards were granted; one award with the market condition and one award with the performance condition. The fair value of the October 2025 Consultant Warrants market condition award was $5,415, which is recognized on a straight-line basis over the term of the consulting agreement. The Company recognized stock-based compensation cost from the October 2025 Consultant Warrants during the year ended December 31, 2025 of $2,469 as a result of the market condition award. As of December 31, 2025 $2,946 of stock-based compensation remained unrecognized as result of the market condition award. The market condition award had a remaining term of 0.3 years.

The fair value of the Consulting Warrants performance condition award was not recognized as stock-based compensation cost as of December 31, 2025 as the underlying sale of property was not considered probable. The stock-based compensation relating to the performance condition will be recognized in the event that the property sale is deemed probable of occurring. The fair value of the performance condition award was $6,604.

The fair value of the market condition award was determined using a Monte Carlo valuation model. Significant inputs used in the market condition award valuation model were as follows: stock price $2.13, risk-free rate 3.74%, annual volatility 107.1%, exercise price $2.50 – $4:50, and market condition price $5.00 – $9.00.

Stock-Based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statement of operations and comprehensive loss:

17. Revenue

The following table provides information about disaggregated revenue by product and services:

The following table provides changes in deferred revenue from contract liabilities:

18. License and Distribution Agreements

Sequence LifeScience, Inc. Independent Distribution Agreement

On August 23, 2024, the Company entered into an Independent Distributor Agreement (the “Distribution Agreement”) with Sequence LifeScience, Inc. (“Sequence”), which provided the Company exclusive rights to market, sell and distribute Rebound TM, a full thickness placental-derived allograft matrix product, in the U.S. for a period of ninety (90) days. Under the terms of the Distribution Agreement, Sequence made Rebound available for purchase to the Company at a fixed price consistent with market terms. The Distribution Agreement was intended to be a bridge to allow the parties to cooperatively market the product prior to consummating an asset purchase agreement. The Company acquired Rebound on October 9, 2024, through an asset purchase agreement with Sequence. See Note 3 for more information about the Rebound asset purchase.

Regeneron Research Collaboration Services Agreement

On August 25, 2023, the Company entered into a multi-year research collaboration services agreement with Regeneron Pharmaceuticals, Inc. (“Regeneron”), pursuant to which the Company will support the research effort of Regeneron’s allogeneic cell therapy candidates (the “Regeneron Services Agreement”). The Regeneron Services Agreement’s initial focus is the research on a targeted allogeneic gamma delta chimeric antigen receptor (CAR) T-cell therapy owned by Regeneron designed to enhance proliferation and potency against solid tumors. Payments to the Company under the Regeneron Services Agreement included a non-refundable up-front payment of $750 and payments based upon the achievement of defined milestones according to written statements of work. The Regeneron Services Agreement will expire five years from the effective date and may be terminated immediately by either party for the uncured material breach, bankruptcy, or insolvency of the other party. Regeneron may also terminate for convenience upon 30 days’ written notice.

The Regeneron Services Agreement grants Regeneron a royalty-free, fully-paid up, worldwide, non-exclusive license, with the right to grant sublicenses, to the Company’s intellectual property (“IP”) to the extent that any such license is necessary for Regeneron to fully use the Company’s research services. The Company determined that the (1) research licenses and (2) the research activities performed by the Company represent a single combined performance obligation under the Regeneron Services Agreement. The Company determined that Regeneron cannot benefit from the licenses separately from the research activities because these services are specialized and rely on the Company’s expertise such that these activities are highly interrelated and therefore not distinct. Accordingly, the promised goods and services represent one combined performance obligation and the entire transaction price was allocated to that single combined performance obligation. The performance obligation will be satisfied over the research term as the Company performs the research activities.

As of December 31, 2025, the Company received cumulative payments totaling $1,325 under the Regeneron Services Agreement, of which $688 was recognized in revenue during the fourth quarter of 2024 based on achievement of defined milestones. The Company recognizes revenue using the cost-to-cost method, which it believes best depicts the transfer of control to the customer over time. Under the cost-to-cost method, the extent of progress towards completion is measured based on the ratio of actual costs incurred to the total estimated costs expected upon satisfying the identified performance obligation. Under this method, revenue is recorded as a percentage of the estimated transaction price based on the extent of progress towards completion. On August 6, 2025, Regeneron provided the Company with notice of termination of the agreement. Accordingly, the remaining $637 was recognized in license, royalty and other revenue for the year ended December 31, 2025.

Genting Innovation PTE LTD Distribution Agreement

On May 4, 2018, concurrently with Dragasac’s equity investment in Legacy Celularity, Legacy Celularity entered into a distribution agreement with Genting Innovation PTE LTD (“Genting Innovation”) pursuant to which Genting Innovation was granted supply and distribution rights to certain Company products in select Asia markets (the “Genting Agreement”). The Genting Agreement granted Genting Innovation limited distribution rights to the Company’s then-current portfolio of degenerative disease products and provides for the automatic rights to future products developed by or on behalf of the Company.

The term of the Genting Agreement was renewed on January 31, 2023, and automatically renews for successive 12 month terms unless: Genting provides written notice of its intention not to renew at least three months prior to a renewal term or the Genting Agreement is otherwise terminated by either party for cause.

On June 14, 2023, the Genting Agreement was amended and restated to include manufacturing rights in the territories covered under the agreement, expansion to two new countries, and a commitment by the Company to provide technology transfer pursuant to the plan established by a Joint Steering Committee. On January 17, 2024, the Company further amended the Genting Agreement to include distribution and manufacturing rights to certain of the Company’s cell therapy products, including PSC-100, PDA-001, PDA-002, pEXO-001, APPL-001 and CYNK-001. As of December 31, 2025, the Company has not recognized any revenue under the Genting Agreement.

Celgene Corporation License Agreement

The Company is party to a license agreement with Celgene (the “Celgene Agreement”) pursuant to which the Company granted Celgene two separate licenses to certain intellectual property. The Celgene Agreement grants Celgene a royalty-free, fully-paid up, worldwide, non-exclusive license to the certain intellectual property (“IP”) for pre-clinical research purposes in all fields and a royalty-free, fully-paid up, worldwide license, with the right to grant sublicenses, for the development, manufacture, commercialization and exploitation of products in the field of the construction of any CAR, the modification of any T-lymphocyte or NK cell to express such a CAR, and/or the use of such CARs or T-lymphocytes or NK cells for any purpose, including prophylactic, diagnostic, and/or therapeutic uses thereof. The Celgene Agreement will remain in effect until its termination by either party for cause.

License Agreement with BioCellgraft, Inc.

On December 11, 2023, the Company and BioCellgraft, Inc. (“BioCellgraft”) entered into a license agreement (the “2023 License Agreement”) whereby the Company granted an exclusive license to BioCellgraft, with the right to sublicense, to develop and commercialize certain licensed products to the dental market in the United States. Upon execution of the 2023 License Agreement, the Company received a $275 payment from BioCellgraft which was recorded as deferred revenue in the consolidated balance sheet. No further payments from BioCellgraft were received until November 2025 when the Company and BioCellgraft agreed to a Supply Agreement and a Sublicense and Marketing Agreement (together the “2025 Agreements”). In accordance with the 2025 Agreements, BioCellgraft agreed to purchase quantities of certain licensed products in order to commercialize, market and sell them to third parties.

Pursuant to the 2025 Agreements, the Company is to receive quarterly fixed payments totaling $3,000 inclusive of $125 received in the fourth quarter of 2025, $125 to be received in January of 2026, and quarterly payments of $250 beginning on March 31, 2026. The $275 previously received from BioCellgraft in 2023 is considered a credit against the final payments owed. Based on the terms of the 2025 Agreements and the nature of the license, the Company determined that the performance obligations are satisfied over time as the licensed rights are transferred. Accordingly, the Company recognized $109 of license revenue during the year ended December 31, 2025, due to the 2025 Agreements’ licenses. The 2025 Agreements also states that if gross sales of the licensed products exceed $5,000, the quarterly payments shall increase to $500. Any increases to the quarterly payment due to reaching the gross sales target will be recognized during the quarter in which the gross sales target are met. As of December 31, 2025 and 2024 the Company had recognized deferred revenue of $291 and $300 on the consolidated balance sheet due to the agreements with BioCellgraft.

Celeniv License Agreement

On August 13, 2025, the Company entered into a license agreement with Celeniv Pte. Ltd. (“Celeniv”) (the “Celeniv License”), pursuant to which the Company obtained rights to certain intellectual property, products, and technologies related to its degenerative disease product portfolio, including products such as Biovance, Biovance 3L, Interfyl, CentaFlex and certain pipeline programs. The Celeniv License provides the Company with rights to develop, manufacture, and commercialize such licensed products, subject to the terms and conditions of the agreement. The license forms a foundational component of the Company’s biomaterials and regenerative medicine platform and supports subsequent commercial and licensing transactions.

DefEYE Collaboration and License Agreement

On October 22, 2025, the Company entered into a license agreement with Defeye pursuant to which the Company granted Defeye an exclusive, royalty-free, fully paid-up license to develop, manufacture and commercialize certain placental-derived biomaterial products in the field of ophthalmology (the “Field”) worldwide (excluding certain Asia-Pacific territories). The Defeye License Agreement replaced and terminated a prior supply and distribution arrangement and provides for exclusive rights to specified products, including Biovance ocular products and related derivatives, within the defined Field. The Company retains rights outside the Field and in other therapeutic areas. The agreement also includes provisions related to manufacturing, supply, regulatory support, intellectual property ownership, and commercialization responsibilities. Pursuant to the Defeye License Agreement, the Company is responsible for manufacturing and supply of products, subject to potential future manufacturing transfer provisions, and the parties collaborate through governance structures, including joint oversight of development and commercialization activities. See Note 22 for more information.

19. Benefit Plan

The Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. Matching contributions to the plan may be made at the discretion of the Company’s board of directors. During the years ended December 31, 2025 and 2024, the Company made contributions of $128 and $139, respectively.

20. Income Taxes

A summary of the Company’s current and deferred tax provision is as follows:

A reconciliation of the U.S. federal statutory income tax rate to the Company’s effective income tax rate is as follows:

Net deferred income tax assets and liabilities as of December 31, 2025 and 2024 consisted of the following:

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

As of December 31, 2025, the Company had U.S. federal and state net operating loss carryforwards of $137,964 which may be available to offset future taxable income and begin to expire in 2033. As of December 31, 2025 the Company also had U.S. federal and state research and development tax credit carryforwards of $4,346, which may be available to offset future tax liabilities and begin to expire in 2037.

Utilization of the U.S. federal and state net operating loss carryforwards and research and development tax credit carryforwards may be subject to an annual limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, and corresponding provisions of state law, due to ownership changes that have occurred previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future taxable income or tax liabilities. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50% over a three-year period. A corporation that experiences an ownership change is subject to an annual limitation under Section 382, which is determined by first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate subject to additional adjustments, as required. The Company experienced an ownership change on August 15, 2017. The annual limitation from the ownership change is not expected to result in the expiration of net operating losses or research and development credits before utilization.

The realization of deferred tax assets is dependent upon the Company’s ability to generate taxable income in future years. ASC 740-10,Income Taxes, requires a valuation allowance to be applied against deferred tax assets when it is considered “more likely than not” that some or all of the gross deferred tax assets will not be realized. The Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance.

At December 31, 2025, based upon the weight of available evidence, the Company concluded that it is not more likely than not that the benefits of the federal and state deferred tax assets will be realized. Accordingly, the Company has recorded a valuation allowance against its federal and state gross deferred tax assets. The valuation allowance increased by $11,160 and $11,619 during the years ended December 31, 2025 and 2024, respectively.

The impact of an uncertain income tax position is recognized at the largest amount that is “more likely than not” to be sustained upon audit by the relevant taxing authority. An uncertain tax position will not be recognized if it has less than a 50% likelihood of being sustained.

As of December 31, 2025 and 2024, the Company had gross unrecognized tax benefits of $1,028. The Company does not expect that there will be a significant change in the unrecognized tax benefits over the next 12 months. The Company’s policy is to record interest and penalties related to income taxes as part of its income tax provision. As of December 31, 2025 and 2024, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts had been recognized in the Company’s consolidated statement of operations and comprehensive loss. The Company files income tax returns in the U.S. and numerous states, as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and state jurisdictions, where applicable. There are currently no pending tax examinations. The Company is open to future tax examination under statute from 2019 to the present; however, carryforward attributes that were acquired may still be adjusted upon examination by federal, state or local tax authorities if they either have been or will be used in a future period.

Sale of Rights to Net Operating Loss Carryforwards

In February 2026 the Company sold the rights to State of New Jersey income tax net operating loss carryforwards to a 3rd party under a State of New Jersey program and received net proceeds of $12,159.

21. Segment Information

The Company regularly reviews its segments and the approach used by management to evaluate performance and allocate resources. The Company manages its operations through an evaluation ofthree distinct business segments: Cell Therapy, BioBanking, and Degenerative Disease. The chief operating decision maker uses the revenues and earnings (losses) of the operating segments, among other factors, for performance evaluation and resource allocation among these segments. The Company’s chief operating decision maker is the Company’s Chief Executive Officer.

The reportable segments were determined based on the distinct nature of the activities performed by each segment. Cell Therapy broadly refers to therapies the Company is researching and developing. Therapies being researched are unproven and in various phases of development. Degenerative Disease produces, sells and licenses products used in surgical and wound care markets. BioBanking collects stem cells from umbilical cords and placentas and provides storage of such cells on behalf of individuals for future use.

The Company manages its assets on a total company basis, not by operating segment. Therefore, the chief operating decision maker does not regularly review any asset information or related income statement effects by operating segment and, accordingly, asset information is not reported by operating segment. Total assets were $107,329 and $132,682 as of December 31, 2025, and December 31, 2024, respectively.

Financial information by segment is as follows:

22. Related Party Transactions

Amended and Restated Employment Agreement with Dr. Robert Hariri

On January 25, 2023, in order to address the Company’s current working capital requirements, Robert Hariri, M.D., Ph.D., the Company’s Chairman and Chief Executive Officer, agreed to temporarily reduce payment of his salary pursuant to his employment agreement to minimum wage level with the remaining salary deferred until December 31, 2023. As of December 31, 2025 and 2024, $1,935 and $1,274 were recorded to accrued expenses on the consolidated balance sheets, respectively.

In order to comply with the Securities Purchase Agreement dated January 12, 2024 with Dragasac Limited, Dr. Hariri is not to be paid the $1,088 in base salary that was otherwise due to him for the 2023 calendar year unless the Company raises additional cash through offerings of equity securities with aggregate net proceeds equal or greater to $21,000 at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A common stock and January 2024 PIPE Warrant purchased by Dragasac Limited in January 2024. In compliance with the requirements of Internal Revenue Code Section 409A, the compensation committee of the Company’s board of directors approved a cash bonus program, or bonus program, effective February 16, 2024, pursuant to which Dr. Hariri will be paid 125% of his unpaid base salary upon the satisfaction of the foregoing performance conditions. Accordingly, the Company entered into a second amendment to Dr. Hariri’s employment agreement implementing the 85% base salary reduction effective as of February 16, 2024 and documenting the bonus program. As a result of the reduction, Dr. Hariri’s annual rate of base salary for the 2024 year was $180. Beginning on January 1, 2025, Dr. Hariri’s base salary was paid a reduced rate of 50% of his base compensation through December 31, 2025.

Loan Agreement with Dr. Robert Hariri

On August 21, 2023, the Company entered into a $1,000 loan agreement with Dr. Robert Hariri, M.D., Ph.D., the Company’s Chairman and Chief Executive Officer, which bears interest at a rate of 15% per year, with the first year of interest being paid in kind on the last day of each month and was schedule to mature on August 21, 2024. The loan maturity date was subsequently extended to December 31, 2026. On September 30, 2024, Dr. Hariri assumed the loans of two unaffiliated lenders who were parties to an August 21, 2023 loan agreement. The two loans had a principal and accrued interest value of $2,331 on the date of their assumption. See Note 10 for more information.

On October 12, 2023, in order to further address the Company’s immediate working capital requirements, Robert Hariri, M.D., Ph.D., the Company’s Chairman and Chief Executive Officer, and the Company signed a promissory note for $285 which bears interest at a rate of 15.0% per year.

On January 29, 2025, the Company executed amendments to the two outstanding debt instruments with the CEO, including the Loan dated August 21, 2023 (as previously amended), and the note agreement dated October 12, 2023 (collectively, the “CEO Loans”). The modifications in each amendment were an extension of the maturity date and PIK interest period to December 31, 2025 (“the January Amendments”). The January Amendments also included a limited forbearance by the lender, who agreed not to exercise remedies for any potential existing defaults, provided no new default occurs before the revised maturity date. All other terms, including principal, interest, and covenants, remained unchanged and were reaffirmed by both parties.

On December 29, 2025, the Company executed amendments to the CEO Loans. The modifications in each amendment were an extension of the maturity date and PIK interest period to December 31, 2026 (the “December Amendments”). The December Amendments also included a limited forbearance by the lender, who agreed not to exercise remedies for any potential existing defaults, provided no new default occurs before the revised maturity date. All other terms, including principal, interest, and covenants, remained unchanged and were reaffirmed by both parties. See Note 10 for more information.

C.V. Starr Loan

On March 17, 2023, the Company entered into a $5,000 loan agreement with C.V. Starr. C.V. Starr is an investor in the Company, holding 125,000 warrants to purchase Class A common stock and 1,528,138 shares of Class A common stock as of December 31 2025. On July 29, 2025, in connection with the KTL Note, the Company fully repaid the outstanding principal and interest under the loan agreement. See Note 10 for more information.

KTL Note, RWI Note, and Celeniv Licensing Obligation

On July 21, 2025 the Company issued a former Director of the Company a $6,812 secured promissory note (the “KTL Note”) in exchange for $6,812. The KTL Note incurred interest at an annual rate of 2.0% and had a maturity date of March 21, 2026. The KTL Note stipulated that a portion of the net proceeds received in exchange for the KTL Note were to be used by the Company to repay the Starr Bridge Loan. The KTL Note was issued with a warrant (the “KTL Warrant”) to purchase up to 3,700,000 shares of the Company’s class A common stock. The KTL Warrant has an exercise price of $2.53 per share and has a term of five years beginning on the issuance date (Note 10 – Debt). On July 24, 2025, when the exercise price of the KTL Warrants became fixed and the KTL Warrants met the criteria for equity classification, the Company derecognized the $9,186 warrant liability, with a corresponding increase to additional paid-in capital upon reclassification (See Note 15).

On May 16, 2023, the Company entered into a senior secured loan agreement (“RWI Bridge Loan”) with RWI providing for an initial loan in the aggregate principal amount of $6,000 net of an original issue discount of $120, which bore interest at a rate of 12.5% per year or 15.5% in the event of default, with the first year of interest being paid in kind on the last day of each month, and matured on June 14, 2023. On June 21, 2023, the Company closed on an amended and restated senior secured loan agreement (“Amended RWI Loan”), to amend and restate the previous senior secured loan agreement, in its entirety. On January 12, 2024, the Company entered into a second amended and restated senior secured loan agreement (“RWI Second Amended Bridge Loan”), to amend and restate the previously announced senior secured loan agreement with RWI dated as of May 16, 2023, as amended on June 20, 2023, in its entirety. Please see Note 10 for more information on the amendments.

On August 13, 2025, the Company entered into an asset purchase agreement (the “APA”) with Celeniv Pte. Ltd (“Celeniv”). Concurrently with the APA, RWI agreed to assign the RWI Second Amended Bridge Loan and the RWI Loan to Celeniv. Additionally, the KTL Note was assigned by its holder to Celeniv. Pursuant to the APA, the Company agreed to sell Celeniv certain purchased intellectual property in exchange for the assignment of the Company’s obligations due under the RWI Second Amended Bridge Loan, the RWI Loan, and the KTL Loan.

Immediately prior to the assignment of their obligations, the RWI Second Amended Bridge Loan, the RWI Loan, and the KTL Loan had a total principal value of $33,812, accrued interest of $4,031, accrued paid-in kind interest of $3,835 and a debt discount of $5,955.

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 sold to Celeniv. The Company will pay Celeniv a royalty in an amount equal to 12.5% 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). Each quarterly installment is equal to approximately $1,057. As of December 31, 2025 the Company had not made any payments to Celeniv for the License Agreement.

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 beginning August 13, 2025 (the “Option Period”). Unless terminated earlier or otherwise extended pursuant to the terms of the License Agreement, the License Agreement shall terminate on August 13, 2030. 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.

The Company accounted for the APA and the License Agreement as a financing arrangement as it failed the sale criteria of ASC 606-10-25-30. As a result, on August 13, 2025, the Company initially recognized a licensing obligation of $35,723, including a premium of $1,911. The licensing obligation premium was fully amortized during the year ended December 31, 2025 as it was subsequently determined that a certain lender of the obligations assigned to Celeniv had forgiven the accrued interest on the assigned obligations. As a result, the Company recognized amortization of the licensing obligation premium of $1,911 for the year ended December 31, 2025 (Note 12 – Licensing Obligation). AS of December 31, 2025 the total licensing obligation was $33,812.

Employment of an Immediate Family Member

Alexandra Hariri, the daughter of Robert J. Hariri, M.D., Ph.D., Celularity’s Chairman and Chief Executive Officer, is employed by the Company as an Executive Director, Corporate Strategy & Business Development. Ms. Hariri’s annual base salary for 2025 and 2024 was $265. Ms. Hariri has received and continues to be eligible to receive a bonus, equity awards and benefits on the same general terms and conditions as applicable to unrelated employees in similar positions.

Fountain Life Management LLC

On November 7, 2024, the Company entered into a Technology Services Agreement with Fountain Life Management LLC (“Fountain Life”), under which the Company agreed to process and store mononuclear cells isolated from blood samples collected by Fountain Life or its authorized representatives in accordance with the Company’s adult banking enrollment processes. In consideration of the services, Fountain Life will pay the Company a one-time fee of two thousand five hundred dollars per sample collected and stored. As of December 31, 2025, the Company has received an immaterial amount of payments from Fountain Life due to sample collection and storage services. The initial term of the agreement is one year and the term automatically extends for one-year periods unless earlier terminated by either party.

During the years ended December 31, 2025 and 2024 the Company recognized revenue of $508 and $0, respectively, due to the sale of products to Fountain Life. As of December 31, 2025 and 2024 the Company had an accounts receivable balance of $116 and $0, respectively, from Fountain Life.

The Company’s Chairman and Chief Executive Officer, Dr. Robert Hariri, M.D, Ph.D., and director, Peter Diamandis, M.D., are founding partners of Fountain Life.

Investment in Defeye, Inc.

On August 5, 2025, the Company entered into a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc. (“Defeye”), a privately held Delaware corporation, under which the Company received 7,198,630 shares of Defeye’s Series Seed-2 Preferred Stock in exchange for the issuance of $2,890 of product purchase credits pursuant to a related supply and distribution agreement. The fair value of the consideration transferred, represented by the product purchase credits, was recorded as Deferred Revenue (Contract Liability) on the consolidated balance sheet in accordance with ASC 606,Revenue from Contracts with Customers, as the Company has an obligation to deliver product to Defeye in future periods. Revenue will be recognized as product is delivered under the supply agreement.

As of August 5, 2025 the investment in Defeye represented an equity investment without significant influence and was accounted for in accordance with ASC 321,Investments—Equity Securities. Because Defeye’s shares are not publicly traded and their fair value is not readily determinable, the Company elected to apply the measurement alternative under ASC 321. Under this approach, the investment is measured at cost, less any impairment, and adjusted for observable price changes in orderly transactions for the same or similar securities of Defeye.

On October 22, 2025, the Company entered into a license agreement (the “Defeye License Agreement”) with Defeye under which the Company granted Defeye an exclusive license to certain intellectual property. In consideration for the license, the Company received 7,471,980 additional shares of Defeye Series Seed Preferred Stock. As a result of the additional equity interests obtained under the Defeye License Agreement, the Company’s cumulative ownership and associated rights provide the Company with the ability to exercise significant influence over Defeye’s operating and financial policies.

Subsequent to the Defeye License Agreement the Company determined that the fair value of the Defeye Series Seed-2 Preferred Stock was $0 and as a result the Defeye Series Seed-2 Preferred Stock was recorded with a fair value of $0. Additionally, the Company’s investment in Defeye was fully impaired, resulting in an impairment in preferred stock investment of $2,890.

23. Subsequent Events

NexGel Transaction

On March 6, 2026, the Company entered into an Asset Purchase and Exclusive License Agreement (the “NexGel Agreement”) with NexGel, Inc. (“NexGel”), pursuant to which the Company granted NexGel an exclusive, transferable and sublicensable license to develop and commercialize certain products within the Company’s degenerative disease business. The licensed products include certain biomaterial products and pipeline programs that are part of the Company’s advanced biomaterials platform and are subject to underlying rights licensed from Celeniv Pte. Ltd.

In connection with the NexGel Agreement, the Company agreed to transfer certain assets related to the development and commercialization of the licensed products, while retaining ownership of the underlying intellectual property and rights outside the licensed field. The agreement also contemplates a manufacturing relationship pursuant to which the Company may supply products to NexGel, subject to the terms of a manufacturing agreement.

On April 17, 2026, the Company entered into an amendment (the “NexGel Amendment”) to the NexGel Agreement. Among other things, the NexGel Amendment provides that:(i) the aggregate consideration payable to the Company under the NexGel Agreement is $13.3 million, consisting of an upfront cash payment of $8.3 million on the transaction commencement date, net of payments to settle outstanding sales representatives obligations, and a convertible promissory note in the original principal amount of $5.0 million with an 18-month term; (ii) effective as of the transaction commencement date, NexGel will assume, satisfy, perform and discharge all sales representative obligations and such obligations will constitute assumed liabilities of NexGel from and after such date; (iii) the first milestone payment of $2.5 million will be payable upon the earlier of the achievement of $25.0 million in net sales or the date that is 15 months following the transaction commencement date, provided that net sales of at least $15.0 million have been achieved as of such date. The Company received net proceeds of $4.8 million from NexGel on the closing date, April 17, 2026. The Company is currently evaluating the accounting treatment of the NexGel Agreement and the NexGel Amendment.

Short-Term Debt Repayments

On February 13, 2026, the Company made a principal repayment of approximately $7,042 towards the December 2025 Promissory Note and its related accrued interest. As a result, the December 2025 Promissory Note was fully repaid.

Settlement with Sequence

On April 14, 2026, the Company entered into a Settlement Agreement and Mutual General Release (the “Settlement Agreement”) with Sequence LifeScience, Inc. to resolve disputes arising under prior asset purchase and supply agreements. The Settlement Agreement provides for, among other things, the grant of a sublicense to certain intellectual property, the return of product inventory, the assignment of a portion of future milestone payments, the assignment of a portion of equity consideration expected to be received in connection with the Company’s transaction with NexGel, Inc., and certain manufacturing rights. The Settlement Agreement is subject to a condition precedent requiring the closing of the NexGel transaction on or before April 17, 2026. The NexGel transaction closed on April 17, 2026. The Company is evaluating the accounting treatment and financial impact of the Settlement Agreement, if any.

Exchange of Preferred Stock for Convertible Promissory Note

On April 16, 2026, the holder (“Helena”) of the Company’s Series A Convertible Preferred Stock delivered an exchange notice to the Company pursuant to that certain securities purchase agreement, pursuant to which Helena elected to exchange 1,732,084 shares of Series A Convertible Preferred Stock for a Convertible Promissory Note in the original principal amount of approximately $1,971 (the “Helena Note”). The Helena Note bears interest at a rate of 18.0% per annum and matures on October 16, 2026, unless earlier converted, prepaid or accelerated in accordance with its terms.

On April 17, 2026, Helena delivered to the Company a notice of event of default (the “Helena Default Notice”) under the Helena Note. In the Helena Default Notice, Helena asserted that one or more events of default had occurred under the Helena Note, including among other things, the Company’s failure to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, including becoming delinquent in its filings. The Company believes the asserted default arose from the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Under the Helena Note, if an event of default is not cured within the applicable cure period, which is five business days for this type of asserted default, Helena may declare due and payable the “Mandatory Default Amount,” which is equal to 115% of the outstanding principal amount, accrued interest and all other amounts owing under the Helena Note. In addition, following an event of default, any outstanding principal balance accrues interest at a rate of 15% per annum, compounded annually.