Celularity Inc
For the period ended Mar 31, 2026. Filed Sep 29, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Sep 29, 2026
CELU$0.76+4.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-14.
0001493152-25-023467
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-09-29.
0001493152-26-044892
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 87 previous paragraphs and 83 current paragraphs.
20 unchanged; 9 reworded; 53 added; 58 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 6 previous and 3 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (53)
Current report
We are a longevity-focused regenerative and cellular medicine company developing and manufacturing placenta-derived cellular therapy candidates intended to address age-related diseases, tissue degeneration and declines in human function. Our business combines cellular therapy research and development, manufacturing capabilities, biobanking services and participation in the commercialization and supply of placental-derived biomaterial products through licensing and other contractual arrangements. Our strategy is to concentrate resources on our cellular therapy platform and manufacturing infrastructure while pursuing opportunities to generate revenue from third-party manufacturing services, biobanking and our retained biomaterials activities.
Current report
Business Realignment
Current report
Our business has evolved from the broader development and direct commercialization model historically associated with our cellular therapy, biomaterials and biobanking activities. In March 2026, we entered into agreements with NexGel, Inc., or NexGel, providing for the transfer of certain commercial and other assets associated with our biomaterials portfolio and an exclusive license to develop and commercialize specified products, subject to territorial and other contractual limitations. We subsequently completed the transaction in April 2026. The transaction shifted responsibility for specified biomaterials commercialization and development activities to NexGel while preserving certain contractual rights and opportunities for future economic participation.
Current report
Our biomaterials portfolio has included Biovance®, Biovance® 3L, Biovance® 3L Ocular, Interfyl®, CentaFlex® and Rebound™, which are placental-derived allografts and connective tissue matrices developed for surgical, wound care and related applications. Our continuing activities with respect to these products depend on the applicable product rights, territories and manufacturing, supply, licensing and distribution arrangements. Accordingly, our historical biomaterials product sales and operating expenses may not be indicative of our results following the transaction and related organizational changes.
Current report
In connection with this realignment, we reduced personnel and other expenditures associated with certain commercial and product development functions. These actions are intended to reduce operating costs and concentrate investment on our cellular therapy programs and manufacturing capabilities. The extent to which we realize these benefits will depend on our execution, the performance of our counterparties and our ongoing contractual obligations.
Current report
Cellular Therapy Platform and Development Strategy
Current report
Our cellular therapy strategy is based on the potential of cells derived from the postpartum placenta to address biological processes associated with age-related disease, including chronic inflammation, impaired tissue repair and immune dysfunction. Our objective is to develop therapies that may extend healthspan, which we define as the period of life spent in good health and with preserved function.
Current report
Aging is associated with progressive changes in tissue structure, regenerative capacity and immune function. Cellular senescence, stem cell exhaustion and chronic inflammation are among the biological processes implicated in these changes. We believe placenta-derived cells may offer opportunities to modulate certain of these processes. However, the ability of our product candidates to produce clinically meaningful benefits must be established through appropriate studies.
Current report
Our development priorities include cenplacel-L, a placenta-derived mesenchymal-like adherent stromal cell, product candidate. We are pursuing its potential application in diabetic foot ulcers and evaluating development opportunities in age-related frailty and other degenerative conditions. Our broader platform also includes placenta-derived natural killer, or NK, cells, including CYNK-001, which we are evaluating for potential applications involving immune function and the clearance of senescent cells. The advancement, timing and scope of individual programs depend on available funding, regulatory requirements, scientific and clinical results, and strategic priorities.
Current report
Our cellular therapy candidates are investigational and have not been approved by the U.S. Food and Drug Administration. Their safety and effectiveness for the proposed indications have not been established. We also evaluate opportunities involving physician access and collaborations in jurisdictions with potentially applicable treatment pathways, subject to federal, state and foreign legal and regulatory requirements. These activities do not constitute regulatory approval or establish the safety or effectiveness of our candidates.
Current report
Manufacturing and Third-Party Services
Current report
Our Celularity IMPACT (IMmunomodulatoryPlacenta-derivedAllogeneicCellularTherapy) platform integrates the sourcing of postpartum placentas from donors who have provided informed consent with cell isolation, expansion, characterization, cryopreservation and manufacturing. Our infrastructure includes our purpose-built, approximately 147,215-square-foot facility in Florham Park, New Jersey, which supports our cellular therapy programs and other manufacturing and biobanking activities.
Current report
We believe postpartum placentas provide a scalable source of cells with biological properties that may support the development of allogeneic therapies. Allogeneic therapies use donor-derived cells and are intended for use in multiple recipients, potentially enabling inventory-based, off-the-shelf supply. The suitability, tolerability and clinical performance of each candidate depend on its characteristics, manufacturing process, route of administration and intended use.
Current report
In addition to supporting our internal programs, we pursue revenue-generating opportunities to provide manufacturing and related technical services to third parties. Depending on the engagement, these services may include cell processing and expansion, production, analytical testing, cryopreservation, storage and related support. We also undertake biomaterials manufacturing and supply activities under applicable contractual arrangements. These activities are intended to utilize our existing infrastructure and expertise, although their contribution to revenue and operating results depends on customer demand, capacity utilization, contractual terms and our ability to meet applicable specifications and delivery requirements.
Current report
Biobanking
Current report
We continue to operate our biobanking business primarily under the LifebankUSA brand, providing collection, processing and storage services for umbilical cord and placental blood and tissue for potential future use. This business provides service revenue and supports our broader expertise in biological material processing, cryopreservation and long-term storage. We are also evaluating opportunities to expand cell banking services in support of our longevity-focused strategy. The potential future use of banked materials depends on their suitability and the availability of appropriate therapies and regulatory pathways.
Current report
Our ability to advance our development programs, expand manufacturing services and realize the anticipated benefits of our business realignment remains dependent on access to capital, effective management of our operating expenses, regulatory developments and the performance of our commercial and strategic counterparties.
Current report
We have determined there are conditions that raise substantial doubt about our ability to continue as a going concern within one year from the date these financial statements were issued. We have minimal cash on hand, do 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. We have 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 we will achieve cash positive operations.
Current report
We have generally not been profitable and since our inception, we have incurred significant operating losses and used net cash for operating activities. During the three months ended March 31, 2026, we recorded net income of $874. Net cash provided by operating activities was $1,447 for the three months ended March 31, 2026, which included $12,159 of proceeds from the sale of New Jersey net operating loss carryforwards; excluding those proceeds, operating activities used net cash. As of March 31, 2026, we have an accumulated deficit of $990,609 and have a working capital deficit of $64,282. We restructured operations in the first months of 2026 and believe increased sales are required to achieve break even operating cash flows in the next 6 to 12 months, however there is no assurance this will be achieved and significant operating losses and net cash uses for operations may continue for the foreseeable future. We will need to secure additional financing however there is no assurance that financing can be raised or at acceptable terms. These factors indicate we may be unable to meet our obligations as they become due over the next 12 months, or sooner, and continue as a going concern.
Current report
On May 27, 2026, we received a notice from Nasdaq Stock Market LLC indicating that we are not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to our failure to timely file its Form 10-Q for the period ended March 31, 2026. On July 23, 2026, Nasdaq notified the Company of its failure to maintain a sufficient minimum bid price. We intend to regain compliance; however, there can be no assurance that we will be able to do so within any applicable period or that our securities will continue to be listed on Nasdaq.
Current report
In the event we are unable to secure additional outside capital to fund our obligations when they become due over the next 12 months beyond the filing date, which includes the funds needed to repay our outstanding debt, management will be required to seek other strategic alternatives, which may include, among others, a significant curtailment of our operations, a sale of certain of our assets, a sale of the entire Company to strategic or financial investors, and/or allowing us to become insolvent by filing for bankruptcy protection under the provisions of the U.S. Bankruptcy Code.
Current report
Corporate Information
Current report
Our principal executive offices are located at 170 Park Avenue, Florham Park, New Jersey 07932, and our telephone number is (908) 768-2170.
Current report
Selling, general and administrative expense
Current report
Product sales were $0.9 million in the three months ended March 31, 2026, compared to $9.0 million in 2025, a decrease of $8.2 million, or 90.4%, mainly driven by lower Biovance 3L and Rebound product sales and in part by changes in customer purchasing behavior due to the insurance reimbursement environment. Ongoing developments and delays in the rollout of coverage guidance from Medicare Administrative Contractors (MACs), the regional entities responsible for administering Medicare claims and issuing coverage determinations, particularly with respect to skin substitute grafts, created ambiguity around which products would ultimately qualify for reimbursement and under what criteria. As a result, providers and distributors appear to have adopted a more cautious approach to inventory and utilization, including deferring purchases or limiting order volumes.
Current report
Revenues from BioBanking services were $1.3 million in 2026 compared to $1.4 million in 2025, a decrease of $0.2 million, or 11.2%.
Current report
Revenues from license, royalty and other were $1.7 million in 2026 compared to $1.0 million in 2025, an increase of $0.7 million or 73.0%, including $0.2 million recognized on the Biocellgraft arrangement.
Current report
Cost of revenues from product sales were $0.2 million in 2026 compared to $2.5 million in 2025, a decrease of $2.3 million or 93.1%. The decrease was driven by lower product sales volume. Further, cost of revenues from product sales in 2025 included a write-off of capitalized bulk material costs that did not recur in 2026.
Current report
Cost of Services revenues increased $13, or 6.2%, in 2026 compared to 2025.
Current report
Cost of License, royalty and other revenues increased $0.2 million in 2026 compared to 2025.
Current report
Research and development expenses were $3.0 million in 2026, a decrease of $0.7 million, or 19.7%, compared to 2025. The decrease was primarily due to a $0.3 million decrease in salaries and payroll taxes, a $0.2 million decrease in information technology costs, a $0.1 million decrease in allocated quality control costs and a $0.1 million decrease in allocated facilities costs, offset primarily by a $0.1 million increase in allocated quality assurance costs.
Current report
Selling, general and administrative expenses were $9.2 million compared to $14.3 million in 2025, a decrease of $5.1 million. The decrease was primarily due to a $2.7 million decrease in independent sales representative compensation on lower sales, a $1.2 million decrease in stock-based compensation, a $0.4 million decrease in bad debt expense, a $0.3 million decrease in salaries, benefits and payroll taxes reflecting a reduction in headcount in the first quarter of 2026, and a $0.2 million decrease in legal expense, offset primarily by a $0.7 million increase in consulting fees.
Current report
Total other income was $11.0 million in 2026 compared to total other expense of $9.3 million in 2025, a favorable swing of $20.3 million. The change was primarily due to $12.2 million of proceeds from the sale of New Jersey net operating loss carryforwards recorded in other income, and the absence of the $5.7 million loss on debt extinguishment recognized in 2025. Interest expense also decreased from $2.4 million to $0.4 million.
Current report
As of March 31, 2026, we had cash and cash equivalents of $0.4 million, an accumulated deficit of $990.6 million, and a working capital deficit of $64.3 million. Our primary sources of cash are from financing activities and from products, services and licensing sales. We use this cash to fund our operations and satisfy our debt obligations.
Current report
Our current cash resources are not sufficient to fund our operations for a period of 12 months beyond the filing date and we are actively pursuing additional sources of capital and strategic sales partnerships to improve our liquidity and financial position, including transactions designed to monetize assets, reduce indebtedness and transition to a more capital-efficient operating model. While our ability to secure additional financing is subject to market conditions and other factors, these uncertainties raise substantial doubt about our ability to continue as a going concern.
Current report
Inflation has not significantly impacted on our business, however, sustained increases in inflation or interest rates could affect the broader economy and, in turn, impact our cash flows.
Current report
Cash provided by operating activities was $1.4 million in 2026 compared to cash used of $3.0 million in 2025. The change was driven by the receipt of proceeds of $12,159 from the sale of New Jersey net operating loss carryforwards, offset in part by lower revenue.
Current report
We made no investing cash expenditures in 2026 and none in 2025.
Current report
In 2026 we used cash of $7.3 million in financing activities compared to $2.3 million provided in 2025. During 2026 our financing activities consisted of $7.0 million of repayments of short-term unaffiliated debt and a $0.3 million redemption of preferred stock.
Current report
In 2025, our financing activities included $2.5 million of proceeds from the issuance of common stock to Dragasac in connection with a warrant inducement agreement, offset by $42 of repayments on related party notes and $98 of tax withholding on the vesting of restricted stock units.
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Removed paragraphs (58)
Previous report
We are a regenerative and cellular medicines company focused on addressing aging related diseases including cancer and degenerative diseases. Our goal is to ensure all individuals have the opportunity to live healthier longer. We develop and market off-the-shelf placental-derived allogeneic advanced biomaterial products including allografts and connective tissue matrices for soft tissue repair and reconstructive procedures in the treatment of degenerative disorders and diseases including those associated with aging. We believe that by harnessing the placenta’s unique biology and ready availability, we will be able to develop therapeutic solutions that address a significant unmet global need for effective, accessible and affordable therapeutics. Our advanced biomaterials business today is comprised primarily of the sale of our Biovance 3L products, directly or through our distribution network. Biovance 3L is a tri-layer decellularized, dehydrated human amniotic membrane derived from the placenta of a healthy, full-term pregnancy. It is an intact, natural extracellular matrix that provides a foundation for the wound regeneration process and acts as a scaffold for restoration of functional tissue. We are developing new placental biomaterial products to deepen the biomaterials commercial pipeline. We also plan to leverage our core expertise in cellular therapeutic development and manufacturing to generate revenues by providing contract manufacturing and development services to third parties. The initial focus of this new service offering will be to assist development stage cell therapy companies with the development and manufacturing of their therapeutic candidates for clinical trials.
Previous report
We are working toward a set of milestones with respect to off-the-shelf placental-derived allogeneic biomaterial product candidates and cell therapy product candidates, respectively. With respect to our biomaterial product candidate pipeline, we expect to submit a 510(k) application for our Celularity Tendon Wrap, or CTW, in the fourth quarter of 2025. We expect to advance the development of our FUSE Bone Void Filler, or FUSE, with the objective of a 510(k) filing in the second half of 2026, and to advance the development of our Celularity Placental Matrix, or CPM, with the objective of a 510(k) filing in the second half of 2027. Recently, a number of states have enacted legislation to expand access to stem cell and other cell therapies which have not yet received FDA approval, including a new Florida law that went into effect on July 1, 2025, allowing Florida physicians to administer stem cell treatments for wound care, pain management and orthopedics purposes, subject to certain requirements and limitations. We are actively assessing opportunities in Florida and elsewhere to supply our MLASCs cell therapy product candidates PDA 001 and PDA 002 to physicians for use in accordance with state law. Additionally, when we are sufficiently capitalized, we plan to complete our safety and efficacy assessment to determine progress to a Phase III clinical trial of, respectively, our MLASCs cell therapy product candidate PDA 001 in Crohn’s disease and our MLASCs cell therapy product candidate PDA 002 in DFU.
Previous report
Our Celularity IMPACT manufacturing platform is a seamless, fully integrated process designed to optimize speed and scalability from the sourcing of placentas from full-term healthy informed consent donors through the use of proprietary processing methods, cell selection, product-specific chemistry, manufacturing and controls, or CMC, advanced cell manufacturing and cryopreservation. The result is a suite of allogeneic inventory-ready, on demand placental-derived cell therapy products. We also operate and manage a commercial biobanking business that includes the collection, processing and cryogenic storage of certain birth byproducts for third parties. A biobank is an organized collection of biological human material, and its associated information stored for future retrieval and use in research, regenerative medicine, and innovation. We provide a fee-based biobanking service to expectant parents who contract with us to collect, process, cryogenically preserve and store certain biomaterial, including umbilical cord blood and placenta derived cells and tissue. We receive a one-time fee for the collection, processing, and cryogenic preservation of the biomaterials, and a storage fee to maintain the biomaterials in our biobank payable annually generally over a period of 18 to 25 years. We intend to explore opportunities to diversify our biobanking business, including adult cell banking.
Previous report
Our current science is the product of the cumulative background and effort over two decades of our seasoned and experienced management team. We have our roots in Anthrogenesis Corporation, or Anthrogenesis, a company founded under the name Lifebank in 1998 by Robert J. Hariri, M.D., Ph.D., our founder and Chief Executive Officer, and acquired in 2002 by Celgene Corporation, or Celgene. The team continued to hone their expertise in the field of placental-derived technology at Celgene through August 2017, when we acquired Anthrogenesis. We have a robust global intellectual property portfolio comprised of over 290 patents and patent applications protecting our Celularity IMPACT platform, our processes, technologies and cell therapy programs that we are actively developing on our own or seeking to out-license or to find a collaboration partner to develop. We believe this know-how, expertise and intellectual property will drive the rapid development and, if approved, the commercialization of these potentially lifesaving therapies for patients with unmet medical needs.
Previous report
On April 30, 2025 and May 7, 2025, we entered into multiple merchant cash advance (“MCA”) agreements with Genesis Equity Group Funding LLC (“GEG”) under which we transferred the rights to specified future receivables of an aggregate Purchase Amount of approximately $1.5 million in exchange for aggregate upfront cash proceeds of approximately $0.9 million, until the Purchased Amount is fully collected. On August 15, 2025, we entered into an additional merchant cash advance agreement (the “Second MCA”) with GEG under which we transferred the rights to specified future receivables of an aggregate approximate $2.5 million (the “Second Purchased Amount”) in exchange for aggregate upfront cash proceeds of approximately $1.5 million, net of fees. The proceeds from the Second MCA were used to repay the First MCA and for working capital needs.
Previous report
On June 23, 2025, we entered into a Securities Purchase Agreement for a private placement of 739,284 shares of Class A common stock at $1.40 per share, resulting in gross proceeds of approximately $1.0 million. In conjunction with the offering, we agreed to modify certain existing warrants held by the investors, reducing the exercise price to $2.50 and extending the expiration date to June 30, 2030. The proceeds are intended for working capital and general corporate purposes.
Previous report
On June 25, 2025, we amended the conversion price of certain unsecured senior convertible notes to $1.60 per share. In connection with the amendment, the notes, including $670 of principal and accrued interest, were automatically converted into 490,632 shares of our Class A common stock.
Previous report
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the United States. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company analyzed the impact of the OBBBA and the OBBBA did not have a material impact on the consolidated financial statements of the Company as of and for the nine months ended September 30, 2025.
Previous report
On July 14, 2025, we entered into a Securities Purchase Agreement with an institutional investor for the private placement of 1,230,769 shares of Class A common stock and accompanying warrants to purchase an equal number of shares. The purchase price was $1.63 per share and warrant, with gross proceeds of approximately $2.0 million. The warrants are exercisable at $1.50 per share for a term of two years. The net proceeds are to be used for working capital and general corporate purposes.
Previous report
On July 21, 2025, we issued a promissory note in the aggregate principal amount of $6.8 million to Lim Kok Thay, a former Director of the Company. In addition, Mr. Thay received a warrant to purchase 3,700,000 shares of Class A common stock. The warrant is exercisable at $2.53 per share for five years from the date of issuance. The July 21, 2025 promissory note bears interest at 2% per annum and has a maturity date of March 21, 2026. The promissory note was subsequently assigned by Mr. Thay to Celeniv Pte. Ltd. (“Celeniv”). The Company agreed with Mr. Thay that a portion of the net proceeds from the issuance of the promissory note will be used to fully settle the principal and all accrued interest of the loan from C.V. Starr & Co. pursuant to the loan agreement between us and Starr dated March 17, 2023. On July 29, 2025, we paid C.V. Starr $5.9 million in satisfaction of the outstanding principal and interest owed under the C.V. Starr & Co loan. As a result, we recognized a gain from the forgiveness of accrued interest of approximately $1.0 million.
Previous report
On August 5, 2025, we entered into a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc. (“Issuer”) for the issuance of 7,198,630 shares of the Issuer’s Series Seed-2 Preferred Stock (“Preferred Stock”), in exchange for $2.89 million of product purchase credits pursuant to a supply and distribution agreement between us and the Issuer.
Previous report
On August 13, 2025, we entered into an asset purchase agreement (the “APA”) with Celeniv Pte. Ltd (“Celeniv”). Concurrently with the APA, two of our lenders agreed to assign their note payables to Celeniv. Pursuant to the APA, we agreed to sell Celeniv certain purchased intellectual property in exchange for the assignment of our obligations due under the three note payables. Collectively, the assigned note payables had a principal value of approximately $33.8 million and accrued interest of $4.1 million immediately prior to the assignment of their obligations.
Previous report
In connection with the APA, we entered into a License Agreement with Celeniv, granting us an exclusive, worldwide, royalty-bearing license under certain intellectual property. We will pay Celeniv a royalty in an amount equal to a low double digit percentage of the purchase price payable in quarterly installments commencing on the one year anniversary through the earlier of (A) the closing of the Asset Purchase (as defined below) and (B) the fifth anniversary of the License Agreement (including the Negotiation Period).
Previous report
Pursuant to the License Agreement, we have the option (the “Option”) to purchase from Celeniv all (and not any part) of Celeniv’s right, title and interest in the Licensed Technology (as defined in the License Agreement) and Licensed Marks (“Asset Purchase”). The Option shall be in effect for a period of five years beginning August 13, 2025 (the “Option Period”). The purchase price for the Asset Purchase shall be as follows: (i) if the Option is exercised on or prior to August 13, 2026, the purchase price shall be a mid-eight digit amount (the “Option Purchase Price”) and (ii) if the Option is exercised after August 13, 2026, the purchase price shall be the Option Purchase Price, plus an amount equal to a low double digit percentage of the Purchase Price, plus the amount of any Quarterly Payments (and penalty interest if any) accrued but unpaid through the date of the closing. If we do not exercise the Option before the end of the Option Period, the Option shall lapse, and the Term of the License Agreement shall automatically extend for 90 days (the “Negotiation Period”). If the Option is exercised during the Option Period, the Term of the License Agreement shall be extended through the closing of the Asset Purchase.
Previous report
During the three months ended September 30, 2025 the holder of a convertible promissory note issued by us elected to convert the promissory note into common stock. As a result, principal of $2,000 and accrued interest of $255 was converted and we issued the holder 1,525,008 shares of common stock.
Previous report
In accordance with Generally Accepted Accounting Principles, “GAAP,” we evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued.
Previous report
As an emerging clinical-stage biotechnology company, we are subject to certain inherent risks and uncertainties associated with the development of an enterprise. In this regard, since our inception, substantially all of management’s efforts have been devoted to making investments in research and development including basic scientific research into placentally-derived allogeneic cells, pre-clinical studies to support our current and future clinical programs in cellular therapeutics, and clinical development of our cell programs as well as facilities and selling, general and administrative expenses that support our core business operations (collectively the “investments”), all at the expense of our short-term profitability. We have historically funded these investments through limited revenues generated from our biobanking and degenerative disease businesses and issuances of equity and debt securities to public and private investors (these issuances are collectively referred to as “outside capital”). Notwithstanding these efforts, management can provide no assurance that our research and development and commercialization efforts will be successfully completed, or that adequate protection of our intellectual property will be adequately maintained. Even if these efforts are successful, it is uncertain when, if ever, we will generate significant sales or operate in a profitable manner to sustain our operations without needing to continue to rely on outside capital. Continued decline in our share price could result in impairment of goodwill or long-lived assets in a future period.
Previous report
As of the date the accompanying unaudited condensed consolidated financial statements were issued, or the issuance date, management evaluated the significance of the following adverse conditions and events in accordance with ASU 205-40:
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Acquisitions and Divestitures
Previous report
On October 9, 2024, we entered into an asset purchase agreement with Sequence LifeScience, Inc. (“Sequence”) to acquire Sequence’s Rebound™ full thickness placental-derived allograft matrix product and certain related intangible assets. Rebound adds to our portfolio of placental-derived advanced biomaterial products. We will pay aggregate consideration for the assets of up to $5.5 million, which consists of (i) an upfront cash payment of $1.0 million (ii) an aggregate of up to $4.0 million in monthly milestone payments, and (iii) a credit of $0.5 million for the previous payment made by us to Sequence pursuant to a letter of intent between us and Sequence dated August 16, 2024. Pursuant to the terms of the asset purchase agreement, the milestones are calculated based on 20% of net sales collected by us from our customers during the preceding calendar month, commencing the first full month after the closing of the transaction. Transaction costs incurred with in connection with the Rebound asset acquisition were de minimis. As of September 30, 2025, we have accrued a total of $3.0 million for milestone payments due Sequence based on cumulative net sales collected from customers.
Previous report
Licensing Agreements
Previous report
In the ordinary course of business, we license intellectual property and other rights from third parties and have also outlicensed our intellectual property and other rights, including in connection with our acquisitions and divestitures, described above. Additional details regarding our licensing agreements can be found in Note 19, “License and Distribution Agreements” to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q.
Previous report
In August 2017, in connection with the Anthrogenesis acquisition, we entered into a license agreement, or the Celgene License, with Celgene, which has since been acquired by Bristol Meyers Squibb. Pursuant to the Celgene License, we granted Celgene a worldwide, royalty-free, fully-paid up, non-exclusive license, without the right to grant sublicenses (other than to its affiliates), under Anthrogenesis’ intellectual property in existence as of the date of the Celgene License or as developed by Celgene in connection with any transition services activities related to the merger for non-commercial pre-clinical research purposes, as well as to develop, manufacture, commercialize and fully exploit products and services that relate to the construction of any CAR, the modification of any T-cell or NK cell to express such a CAR, and/or the use of such CARs or T-cells or NK cells for any purpose, which commercial license is sublicensable. Either party may terminate the Celgene License upon an uncured material breach of the agreement by the other party or insolvency of the other party.
Previous report
In August 2017, Legacy Celularity also issued shares of its Series X Preferred Stock to Celgene as merger consideration and entered into a contingent value rights agreement, or the CVR Agreement, with Celgene pursuant to which Legacy Celularity issued one contingent value right or CVR, in respect of each share of Legacy Celularity Series X Preferred Stock issued to Celgene in connection with the Anthrogenesis acquisition. The CVR Agreement entitles the holders of the CVRs to an aggregate amount, on a per program basis, of $50.0 million in regulatory milestones and an aggregate $125.0 million in commercial milestone payments with respect to certain of our investigational therapeutic programs. In addition, with respect to each such program and calendar year, the CVR holders will be entitled to receive a royalty equal to a mid-teen percentage of the annual net sales for such program’s therapeutics from the date of the first commercial sale of such program’s therapeutic in a particular country until the latest to occur of the expiration of the last to expire of any valid patent claim covering such program therapeutic in such country, the expiration of marketing exclusivity with respect to such therapeutic in such country, and August 2027 (i.e., the tenth anniversary of the closing of the acquisition of Anthrogenesis). No payments under the CVR Agreement have been made to date. We estimate the liability associated with the CVR quarterly. Changes to that liability include but are not limited to changes in our clinical programs, assumptions about the commercial value of those programs and the time value of money.
Previous report
On August 25, 2023, we entered into a multi-year research collaboration services agreement with Regeneron Pharmaceuticals, Inc. (“Regeneron”), pursuant to which we support the research effort of Regeneron’s allogeneic cell therapy candidates (the “Regeneron Services Agreement”). We received payments totaling $1.3 million under the Regeneron Services Agreement, of which $688 was recognized in revenue during the fourth quarter of 2024 based on achievement of defined milestones. On August 6, 2025, Regeneron provided us with notice of termination of the agreement. Accordingly, the remaining $637 was recognized in revenue during the third quarter of 2025. For additional information about the Regeneron Service Agreement, refer to Note 19, of the Notes to the Condensed Consolidated Financial Statements included elsewhere in this report.
Previous report
On December 11, 2023, we entered into a license agreement with BioCellgraft, Inc. whereby we 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 over an initial four year term, which license agreement will automatically renew for an additional two years unless either party provides written notice of termination. BioCellgraft agreed to pay us total license fees of $5.0 million over a two-year period. Upon execution of the agreement, we received an initial $0.3 million payment towards the first year of the two-year period.
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General and administrative expense
Previous report
Change in fair value of contingent consideration liability
Previous report
Because the acquisitions of Anthrogenesis from Celgene and HLI CT were accounted for as business combinations, we recognized acquisition-related contingent consideration on the balance sheets in accordance with the acquisition method of accounting. See Note 15, “Commitments and Contingencies” for more information. The fair value of contingent consideration liability is determined based on a probability-weighted income approach derived from revenue estimates and a probability assessment with respect to the likelihood of achieving regulatory and commercial milestone obligations and royalty obligations. The fair value of acquisition related contingent consideration is remeasured each reporting period with changes in fair value recorded in the condensed consolidated statements of operations. Changes in contingent consideration fair value estimates result in an increase or decrease in our contingent consideration obligation and a corresponding charge or reduction to operating results. Key elements of the contingent consideration are regulatory milestone payments, sales milestone payments and royalty payments. Regulatory payments are due on regulatory approval of certain cell types in the United States and the European Union. Regulatory milestone payments are one time but are due prior to any potential commercial success of a cell type in a specific indication. Royalty payments are a percentage of net sales. Sales milestone payments are due when certain aggregate sales thresholds have been met. Management must use substantial judgment in evaluating the value of the contingent consideration. Estimates used by management include but are not limited to: (i) the number and type of clinical programs that we are likely to pursue based on the quality of our preclinical data, (ii) the time required to conduct clinical trials, (iii) the odds of regulatory success in those trials, (iv) the potential number of patients treatable for the indications in which we are successful and (v) the pricing of treatments that achieve commercial status. All of these areas involve substantial judgment on the part of management and are inherently uncertain.
Previous report
Comparison of Three Months Ended September 30, 2025 to September 30, 2024
Previous report
Net Revenues and Cost of Revenues
Previous report
Net revenues for the three months ending September 30, 2025 were $5.3 million, a decrease of $4.0 million, or 43.2%, compared to the prior year period. The decrease was primarily due to a $2.5 million decrease in product sales, driven mainly by lower Biovance 3L sales and lower Rebound sales.
Previous report
Cost of revenues for the three months ending September 30, 2025, was $3.9 million, an increase of less than $0.1 million, or 0.5%, compared to the prior year period. Included in product sales costs for the three months ended September 30, 2025 was a $1.4 million write-off of capitalized bulk material costs.
Previous report
Research and development expenses for the three months ended September 30, 2025 were $4.6 million, an increase of $0.7 million, or 17.4%, compared to the prior year period. The increase was primarily due to a $0.4 million increase in personnel costs.
Previous report
Selling, general and administrative expenses for the three months ending September 30, 2025 were $9.3 million, a decrease of $3.3 million, or 26.4%, compared to the prior year period. The decrease was primarily due to a $2.4 million decrease in commission expense, a $0.7 million decrease in facilities expense and a $0.6 million decrease in stock compensation, offset primarily by a $0.7 million increase in professional fees.
Previous report
For the three months ending September 30, 2025, total other expense was $10.2 million compared to $4.6 million in the prior year period. The increase was primarily due to an increase in the loss on issuance of convertible note with warrants of $2.3 million and the $5.0 million increase in the change in fair value of warrant liabilities, offset primarily by the decrease in other expense, net of $2.1 million.
Previous report
Comparison of Nine Months Ended September 30, 2025 to September 30, 2024
Previous report
Net Revenues and Cost of Revenues
Previous report
Net revenues for the nine months ended September 30, 2025 were $22.4 million, a decrease of $13.6 million, or 37.8%, compared to the prior year period. The decrease was primarily due to a $13.9 million decrease in product sales driven mainly by lower Biovance 3L sales and lower Rebound sales.
Previous report
Cost of revenues for the nine months ending September 30, 2025 was $12.7 million, an increase of $5.1 million, or 66.1%, compared to the prior year period. Included in the increased cost of revenues was a $3.9 million write-off of capitalized bulk material costs and $2.4 million milestone payment for Rebound™, which compressed margins and explains the counter-intuitive mix of lower revenue but higher cost of revenues. These increases were offset by a $1.6 million decrease in distribution costs for Rebound™.
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Reworded paragraphs (9)
Previous wording
You should read the following discussion of our financial condition and results of operations together with the unaudited interim condensed consolidated financial statements and the notes thereto included elsewhere in this report and other financial information included in this report. The following discussion may contain predictions, estimates and other forward-looking statements. See “Special Note Regarding Forward-Looking Statements.” These forward-looking statements involve a number of risks and uncertainties, including those discussed in this report and under “Part I — Item 1A. Risk Factors” in the 2024 Form 10-K. These risks could cause our actual results to differ materially from any future performance suggested below.
Current wording
You should read the following discussion of our financial condition and results of operations together with the unaudited interim condensed consolidated financial statements and the notes thereto included elsewhere in this report and our audited consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, or the 2025 Form 10-K. The following discussion contains forward-looking statements, including statements regarding our business strategy, development programs, manufacturing activities, strategic transactions and anticipated financial performance. See “Special Note Regarding Forward-Looking Statements.” These statements involve risks and uncertainties, including those discussed in this report and under “Part I—Item 1A. Risk Factors” in the 2025 Form 10-K, that could cause our actual results to differ materially from those expressed or implied by these forward-looking statements..
Previous wording
These uncertainties raise substantial doubt about our ability to continue as a going concern. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that we will continue to operate as a going concern, which contemplates that we will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.
Current wording
These uncertainties raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on the basis that we will continue to operate as a going concern, which contemplates that we will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.
Previous wording
We manage our operations through an evaluation of three distinct business segments: Cell Therapy, Degenerative Disease, and BioBanking. The reportable segments were determined based on the distinct nature of the activities performed by each segment. Cell Therapy broadly refers to cellular therapies we are researching and developing, which are unproven and in various phases of development. All of the cell therapy programs fall into the Cell Therapy segment. We have no approved cell therapy product and have not generated revenue from the sale of cellular therapies to date. Degenerative Disease produces, sells and licenses products used in surgical and wound care markets, such as Biovance, Biovance 3L, Interfyl and CentaFlex. We sell products in this segment using independent sales representatives as well as distributors. We are developing additional tissue-based products for the Degenerative Disease segment. BioBanking collects stem cells from umbilical cords and placentas and provides storage of such cells on behalf of individuals for future use. We operate in the biobanking business primarily under the LifebankUSA brand. For more information about our reportable business segments refer to Note 20, “Segment Information” of our accompanying unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q.
Current wording
We manage our operations through an evaluation of three distinct business segments: Cell Therapy, BioBanking and Degenerative Disease. The reportable segments were determined based on the distinct nature of the activities performed by each segment. Cell Therapy broadly refers to cellular therapies we are researching and developing. Therapies being researched are unproven and in various phases of development. All of the cell therapy programs fall into the Cell Therapy segment. Degenerative Disease produces, sells and licenses products used in surgical and wound care markets, such as Biovance, Biovance 3L, Interfyl, CentaFlex and Rebound. We sell products in this segment using independent sales representatives as well as distributors. We intend to develop additional tissue-based products for the Degenerative Disease segment. BioBanking collects stem cells from umbilical cords and placentas and provides storage of such cells on behalf of individuals for future use. We operate in the biobanking business primarily under the LifebankUSA brand. For more information about our reportable business segments refer to Note 20, “Segment Information” of our condensed consolidated financial statements included in this quarterly report on Form 10-Q.
Previous wording
Net revenues include: (i) sales of biomaterial products, including Biovance, Biovance 3L, Rebound TM, Interfyl, and CentaFlex of which our direct sales are included in Product Sales while sales through our network of distribution partners are included in License, royalty and other; and (ii) the collection, processing and storage of umbilical cord and placental blood and tissue after full-term pregnancies, collectively, Services.
Current wording
Net revenues include: (i) sales of biomaterial products, including Biovance, Biovance 3L, ReboundTM, Interfyl, and CentaFlex of which our direct sales are included in Product Sales while sales through our network of distribution partners are included in License, royalty and other; and (ii) the collection, processing and storage of umbilical cord and placental blood and tissue after full-term pregnancies, collectively, Services.
Previous wording
Our research and development expenses primarily relate to basic scientific research into placentally derived allogeneic cells, pre-clinical studies to support our current and future clinical programs in cellular medicine, clinical development of our NK cell programs and facilities, depreciation and other direct and allocated expenses incurred as a result of research and development activities. We incur expenses for personnel expenses for research scientists, specialized chemicals and reagents used to conduct biologic research, expense for third party testing and validation and various overhead expenses including rent and facility maintenance expense. Basic research, research collaborations involving partners and research designed to enable successful regulatory submissions is critical to our current and future success in cell therapy. The amount of our research and development expenditures will depend on numerous factors, including the timing of clinical trials, preliminary evidence of efficacy in clinical trials and the number of indications that we choose to pursue.
Current wording
Research and development expenses primarily relate to basic scientific research into placentally derived allogeneic cells, pre-clinical studies to support our current and future clinical programs in cellular medicine, clinical development of our NK cell programs and facilities, depreciation and other direct and allocated expenses incurred through research and development activities. We incur expenses for research scientist personnel, specialized chemicals and reagents used to conduct biologic research, expenses for third party testing and validation and various overhead expenses including rent and facility maintenance expenses. Basic research, research collaborations involving partners and research designed to enable successful regulatory submissions are critical to our current and future success in cell therapy. The amount of our research and development expenditures will depend on numerous factors, including the timing of clinical trials, preliminary evidence of efficacy in clinical trials and the number of indications that we choose to pursue.
Previous wording
Selling, general and administrative expense consists primarily of personnel costs including salaries, bonuses, stock compensation and benefits for specialized staff that support our core business operations. Executive management, finance, legal, human resources and information technology are key components of selling, general and administrative expense and those expenses are recognized when incurred. We expect that as a result of our reprioritization efforts, we will see a decrease in our selling, general and administrative costs in the near term. The magnitude and timing of our selling, general and administrative costs will depend on the progress of clinical trials, commercialization efforts for any approved therapies including the release of new products within the degenerative disease portfolio, changes in the regulatory environment or staffing needs to support our business strategy.
Current wording
Selling, general and administrative expense consists primarily of personnel costs including salaries, bonuses, stock compensation and benefits for specialized staff that support our core business operations. Executive management, finance, legal, human resources and information technology are key components of selling, general and administrative expense and those expenses are recognized when incurred. The magnitude and timing of our selling, general and administrative costs commercialization efforts for any approved therapies including the release of new products within the degenerative disease portfolio, changes in the regulatory environment or staffing needs to support our business strategy.
Previous wording
To date, we have not had any cellular therapeutics approved for sale and have not generated any revenues from the sale of our cellular therapeutics and we are not actively developing any cellular therapeutics in our pipeline given our liquidity. We do not expect to generate any revenue from cellular therapeutic product sales unless and until we successfully complete development and obtain regulatory approval for one or more of our therapeutic candidates, which we expect will take a number of years. If we obtain regulatory approval for any of our therapeutic candidates, we expect to incur significant commercialization expenses related to therapeutic sales, marketing, manufacturing and distribution as our current commercialization efforts are limited to our biobanking and degenerative disease businesses. As a result, until such time, if ever, as we can generate sufficient revenues to fund operations, we expect to finance our cash needs through equity offerings, debt financings or other capital sources, including commercial sales of our biomaterials products, as well as potentially collaborations, licenses and other similar arrangements for our cellular therapeutic candidates. We continue to explore licensing and collaboration arrangements for our cellular therapeutics as well as distribution arrangements for our degenerative disease business. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our ability to pursue our business plans and strategies. Failure to obtain this necessary capital or address our liquidity needs may force us to delay, limit or terminate our operations, make further reductions in our workforce, discontinue our commercialization efforts for our biomaterials products as well as other clinical trial programs, liquidate all or a portion of our assets or pursue other strategic alternatives, and/or seek protection under the provisions of the U.S. Bankruptcy Code.
Current wording
We are evaluating and pursuing commercialization of certain investigational cellular therapies, including cenplacel-L, in jurisdictions that permit the use of such products outside of traditional regulatory approval pathways, subject to applicable local laws and regulations. If we obtain regulatory approval for any of our therapeutic candidates, we expect to incur significant commercialization expenses related to therapeutic sales, marketing, manufacturing and distribution as our current commercialization efforts are limited to our biobanking and degenerative disease businesses.
Previous wording
We expect to incur substantial expenses in the foreseeable future for the expansion of our degenerative disease business and ongoing internal research and development programs. We will require substantial additional funding in the future to build the sales, marketing and distribution infrastructure that will be necessary to commercialize our biomaterials products.
Current wording
We expect to incur substantial expenses in the foreseeable future for our degenerative disease business and ongoing internal research and development programs. We will require substantial additional funding in the future to build the sales, marketing and distribution infrastructure that will be necessary to commercialize our biomaterials products.
Previous wording
Our significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies” included within the Notes to our unaudited condensed consolidated financial statements included elsewhere in this quarterly report on Form 10-Q and in Note 2 to our audited annual financial statements included in the 2024 Form 10-K.
Current wording
Our significant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies,” included in our consolidated financial statements included elsewhere in this report on Form 10-Q.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We expect to finance our cash needs through equity offerings, debt financings or other capital sources, and from commercial sales of our biomaterials products, and from sales collaborations, licenses and other similar arrangements for our cellular therapeutics and these sales activities must increase to achieve positive cash flows form operations. We continue to explore licensing and collaboration arrangements for our cellular therapeutics as well as distribution arrangements for our degenerative disease business. We may be unable to raise additional funds or enter such other arrangements when needed. Failure to raise needed cash will have a negative impact on our financial condition and on our ability to pursue our business plans and strategies.