Celularity Inc

(in thousands, except share and per share amounts)

1. Business

Celularity Inc., (“Celularity” or the “Company” and formerly known as GX Acquisition Corp), was incorporated in Delaware August 24, 2018. The Company’s wholly-owned subsidiaries include, among others, Celularity, LLC, CariCord, Inc. and Anthrogenesis, LLC. Celularity is a longevity-focused regenerative and cellular medicine company developing and manufacturing investigational cellular therapy candidates derived from the postpartum placenta. Celularity leverages the placenta’s unique biology, immunologic properties and scalable availability to develop therapeutic solutions targeting fundamental mechanisms of aging and age-related disease to address age-related diseases, tissue degeneration and declines in human function. Its business includes cellular therapy research and development, manufacturing and related services, biobanking services operated primarily under the Lifebank brand, and biomaterials activities conducted through applicable licensing, manufacturing, supply and distribution arrangements. The Company’s strategy is to concentrate resources on its cellular therapy platform and manufacturing capabilities while pursuing revenue-generating opportunities through third-party services, biobanking and retained biomaterials activities.

Going Concern

In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management evaluates whether there are conditions or 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 these condensed consolidated financial statements are issued. Management has evaluated the Company’s current financial position, liquidity, capital resources, and projected cash flows and has determined that there is substantial doubt about the Company’s ability to continue as a going concern.

The Company has generally not been profitable and since its inception, the Company has incurred significant operating losses and used net cash for operating activities. During the three months ended March 31, 2026, the Company 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, the Company had an accumulated deficit of $990,609 and had a working capital deficit of $64,282. While the Company raised additional debt financing in September 2026 (see Note 22 Subsequent Events), the Company needs to secure additional financing and there is no assurance that financing can be raised or at acceptable terms. These factors indicate the Company may be unable to meet its obligations as they become due over the next 12 months or sooner and continue as a going concern.

The Company has historically funded operations through sales of products and services, alongside equity and debt securities financings from both public and private investors. Based on the Company’s current cash burn rate, existing cash on hand is insufficient to fund operations, meet payroll and satisfy contractual debt obligations for the 12-month period following the issuance date of these condensed consolidated financial statements.

In early 2026, the Company implemented operational restructuring initiatives aimed at reducing overhead costs, streamlining headcount, and reallocating resources toward core commercial opportunities. Revenue growth, which is not certain, will be required to achieve break-even operating cash flows on a monthly, quarterly or annual basis.

Management is also actively seeking additional capital through public or private equity offerings, debt financings, strategic collaborations, or other financing transactions. However, these plans are not fully committed, are subject to market conditions, and remain outside of the Company’s control. Accordingly, management cannot conclude that it is probable these plans will be successfully implemented or that, if implemented, they will alleviate the substantial doubt.

On May 27, 2026, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating non-compliance with Nasdaq Listing Rule 5250(c)(1) due to the delay in filing its Form 10-Q for the period ended March 31, 2026. On June 9, 2026, the Company received a notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(b)(2) due to its market value of listed securities falling below the $35 million threshold for 30 consecutive business days. Nasdaq provided the Company until December 7, 2026 to regain compliance with this requirement. On July 23, 2026, Nasdaq additionally notified the Company of non-compliance with the $1.00 minimum bid price requirement after its closing bid price remained below that threshold for 30 consecutive business days. Nasdaq provided the Company until January 19, 2027 to regain compliance with the minimum bid price requirement. On August 21, 2026, the Company received a notice from Nasdaq indicating that it remained out of compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 10-Q for the period ended June 30, 2026 and its continuing delinquency in filing its Form 10-Q for the period ended March 31, 2026. The Company submitted a compliance plan to Nasdaq on September 3, 2026. Any extension granted by Nasdaq would extend no later than November 16, 2026.

To regain compliance with the market value and minimum bid price requirements, the Company must satisfy the applicable threshold for at least 10 consecutive business days within the respective compliance period, subject to Nasdaq’s discretion to require a longer period. As of the date of this report, the Company has not received written confirmation from Nasdaq that it has regained compliance with either requirement. While the Company is taking steps to regain compliance with all applicable Nasdaq rules, there can be no assurance that it will do so within the applicable periods, and failure to do so could result in the delisting of the Company’s common stock. Delisting could severely impair the liquidity and market value of the Company’s common stock and significantly restrict its ability to raise additional capital.

If the Company is unable to secure sufficient additional capital or generate positive cash flows from operations to satisfy its obligations as they become due over the next 12 months, including the repayment or refinancing of outstanding indebtedness, management will be forced to pursue strategic alternatives. These alternatives may include, but are not limited to:

The combination of recurring operating losses, working capital deficits, insufficient cash reserves, debt maturities, and Nasdaq non-compliance status raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and in accordance with the U.S. Securities and Exchange Commission’s (“SEC”) rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements as of and for the year ended December 31, 2025, included in the Annual Report on Form 10-K. The unaudited condensed consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The unaudited condensed consolidated financial information presented herein includes all financial information that, in the opinion of management, is necessary for a fair statement of consolidated financial position, results of operations and cash flows for the periods presented.

Use of Estimates

The preparation of the Company’s condensed consolidated financial statements 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 condensed consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, assumptions related to the Company’s goodwill and intangible asset impairment assessments, determination of incremental borrowing rates, accrual of research and development expenses, and the valuations of inventory, 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 presented at fair value. 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 presented at fair value are classified and disclosed in the following hierarchy:

Revenue Recognition

The Company generates revenue from (i) sales of degenerative disease products Biovance®, Biovance 3L®, CentaFlex®, and Interfyl® (ii) sales of biobanking umbilical cord and placental blood and tissue collection, processing and storage services and (iii) license, royalty and other arrangements. See the unaudited condensed consolidated statements of operations for net sales by category.

Concentrations of Credit Risk and Significant Customers and Allowance for Doubtful Accounts

Financial instruments that subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted cash, and accounts receivable. The Company generally maintains 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 collection risk from trade accounts receivable related to both degenerative disease product sales and biobanking services. The Company provides for estimates of uncollectible accounts receivable based on historical collection experience, the age of accounts receivable balances, and the credit quality of its customers. All product and services customers are in the United States. As of March 31, 2026, two of the Company’s customers, each of which individually comprised at least 10%, represented an aggregate 36% of the Company’s outstanding gross accounts receivable. 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.

During the three months ending March 31, 2026, the Company had two customers, each of which individually comprised at least 10%, provide for an aggregate 37% of revenue. During the three months ending March 31, 2025, the Company had two customers, each of which individually comprised at least 10%, provide for an aggregate 50% of revenue.

Equity Method Investments

The Company accounts for its investment in Defeye, Inc. using the equity method. Defeye’s shares are not publicly traded and their fair value is not readily determinable. The Company uses the measurement alternative under ASC 321; the investment was recorded at cost, adjusted for observable price changes in orderly transactions for the same or similar securities of Defeye. In the fourth quarter of 2025, the Company determined that the fair value of the investment was fully impaired due to uncertain market prospects and was expensed.

Net Income (Loss) per Share

Basic net income (loss) per share of common stock is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of common stock outstanding during each period. Diluted net income (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. The dilutive effect of stock options, restricted stock units and warrants is computed using the treasury stock method, and the dilutive effect of convertible preferred stock and convertible debt is computed using the if-converted method. However, potential common shares are excluded if their effect is anti-dilutive. The Company uses the two-class method, because certain warrants are participating securities that participate in dividends with Class A common stock for basic net loss per share. Under the two-class method, undistributed earnings are allocated between Class A common stock and the participating warrants based on their respective rights to receive dividends. Net losses are not allocated to the participating warrants because the holders do not have a contractual obligation to share in the Company’s losses; accordingly, the net loss for the three months ended March 31, 2025 was not allocated to the warrants, while net income for the three months ended March 31, 2026 was allocated as described above.

The computation of basic and diluted net income (loss) per share was as follows:

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

The Company’s Chief Executive Officer is the chief operating decision maker and manages Company operations inthree distinct businesses segments: Cell Therapy, BioBanking and Degenerative Disease. Assets are not tracked at a segment level.

Allowance for Credit Losses

The Company recognizes credit losses based on forward-looking current expected credit losses. The Company makes estimates of expected credit losses based upon its assessment of various factors, including historical collection experience, the age of accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from customers.

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 Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 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 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.

3. Asset Purchases and Sales

Sequence Asset Purchase

In October 2024, the Company acquired Sequence LifeScience, Inc. (“Sequence”) Rebound™ full thickness placental-derived allograft matrix product and related intangible assets in exchange for $5,500, comprised of cash payments totaling of $1,500 and monthly milestone payments totaling $4,000. A contingent liability was recorded for future milestone payments. Transaction costs were not significant. The fair value of the net assets acquired exceeded the initial cash payments for the purchase and the value of intangible assets acquired were reduced accordingly. Milestone payments are calculated at 20% of net related product sales collected from customers during the preceding calendar month andmilestone payments made reduce the contingent consideration liability. As of March 31, 2026 and December 31, 2025, the accrued milestone payments were $3,127.

License

In March 2026 and as amended in April 2026, the Company sold NexGel, Inc. an exclusive, transferable and sublicensable license to develop and commercialize certain degenerative disease products in exchange for $13.3 million. NexGel paid the Company $4.8 million cash at closing, $.6 million cash in the 2 nd quarter of 2026, which was contingent on the Company filing its 2025 Report on Form 10-K, NexGel assumed the obligation to pay sales commissions of $2.9 million earned by and owed to certain Celularity employees, and NexGel issued Celularity a $5.0 million 18-month convertible note which, subject to certain conditions, is convertible into NexGel common stock. The note was subsequently split into two notes of $2.5 million each, one of which was assigned to Helena Global Investment Opportunities, Ltd as partial satisfaction of amounts due Helena and one of which was assigned to Sequence LifeSciences, Inc. as partial satisfaction of amounts due Sequence, see Subsequent Events.

TheNexGel license agreement entitles the Company to earn up to $20.0 million in milestone payments, with the first milestone payment of $2.5 million due to the Company upon the earlier of NexGel achieving $25.0 million in net sales or 15 months, provided that net sales of at least $15.0 million have been achieved.

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 three months ended March 31, 2026 and 2025, there were no transfers between Level 1, Level 2 and Level 3. The carrying values of other current liabilities approximate fair value in the accompanying condensed consolidated financial statements due to the short-term nature of those instruments.

Valuation of 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 periods ended March 31, 2026 and December 31, 2025:

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 statements 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 condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.

Valuation of Short-Term Debt –Unaffiliated

The following table presents a reconciliation of short-term debt obligations measured on a recurring basis using Level 3 inputs for the year ended December 31, 2025 and three months ended March 31, 2026:

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.

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 March 31, 2026 and December 31, 2025. The fair value of the December 2025 Promissory Note was $0 and $6,876 as of March 31, 2026 and 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 on March 31, 2026, 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 Registered Direct, and PIPE 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. 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 Black-Scholes option pricing models for the warrants are updated each reporting period to reflect fair value.

The following table presents a reconciliation of the warrant liabilities measured on a recurring basis using Level 3 inputs for the three months ended March 31, 2026:

5. Inventory

Inventory consisted of the following:

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

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 and amortization expense was $1,230 and $1,466 for the three months ended March 31, 2026, and 2025, respectively.

8. Goodwill and Intangible Assets, Net

Goodwill

There wereno goodwill impairments recognized during the three months ending March 31, 2026 and 2025. The carrying value of goodwill, all of which is assigned to the Company’s BioBanking reporting unit, was $7,347 at both March 31, 2026 and December 31, 2025.

Reconciliations of the change in the carrying value of goodwill by segment for the three months ended March 31, 2026 and year ended December 31, 2025 are as follows:

Intangible Assets, net

Intangible assets, net consisted of the following:

Amortization expense for intangible assets was $368 for the three months ended March 31, 2026 and 2025.

No impairment charges were recorded on intangible assets for the three months ended March 31, 2026 and 2025.

Aggregate amortization expense for each of the five succeeding years and thereafter related to intangible assets held as of March 31, 2026 is estimated as follows:

9. Investments – Equity Securities

In August 2025, the Company purchased 7,198,630 shares of Defeye’s Series Seed-2 Preferred Stock in exchange for $2,890 of product purchase credits pursuant to a supply and distribution agreement. The fair value of the consideration the product purchase credits was recorded as deferred revenue and the Company is obligated to deliver product to Defeye when ordered.

In October 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. In the fourth quarter of 2025, the Company determined that the fair value of the investment was fully impaired due to uncertain market prospects and the preferred stock value was expensed.

On June 3, 2026 the Company and Defeye entered into a Letter Agreement in which Celularity transferred back to Defeye 3,910,706 shares of Defeye Series Seed-2 Preferred Stock. As a result of the Letter Agreement, the Company lost significant influence in Defeye and will discontinue the equity method of accounting on June 3, 2026. Refer toNote 22 – Subsequent Events for further details on the Letter Agreement.

10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

11. Debt

The following is a summary of the Company’s indebtedness:

December 2025 Promissory Note and Convertible Note

As of March 31, 2026, the December 2025 Convertible Note had a fair value of $2,687 and a principal balance of $3,000 and is presented within short-term debt – unaffiliated on the consolidated balance sheets. The December 2025 Promissory Note was repaid in full in February 2026 for $7,042, using proceeds from the sale of State of New Jersey net operating loss carryforwards. During the three months ended March 31, 2026, the Company recorded a change in fair value of $166 related to the December 2025 Promissory Note, which is presented within change in fair value of debt in the consolidated statement of operations.

12. Lease Agreements

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 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, including related property taxes, was $1,117 and $1,114 for the three months ended March 31, 2026 and 2025, respectively. These amounts are included as a component of selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

On March 13, 2019, Legacy Celularity entered into a lease agreement for a 147,215 square foot facility consisting of office, manufacturing and laboratory space in Florham Park, New Jersey, which expires 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. The Company is obligated to pay real estate taxes and costs related to the premises, including costs of operations, maintenance, repair, replacement and management of the new leased premises.

On September 14, 2023, the Company entered into a lease amendment on the Company’s Florham Park, New Jersey facility to reduce the letter of credit by approximately $4,900 for a new letter of credit in the amount of $9,883 in exchange for higher base rental payments of approximately $400 per year, effective October 1, 2023. The letter of credit, inclusive of interest earned on the account, is classified as restricted cash (non-current) on the condensed consolidated balance sheets.

The components of the Company’s lease costs are classified on its condensed consolidated statements of operations and comprehensive loss as follows:

The table below shows the cash and non-cash activity related to the Company’s lease liabilities during the period:

As of March 31, 2026, the maturities of the Company’s operating lease liabilities were as follows:

As of March 31, 2026, the weighted average remaining lease term of the Company’s operating lease was 20 years, and the weighted average discount rate used to determine the lease liability for the operating lease was 14.24%.

13. 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 March 31, 2026 and December 31, 2025.

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 March 31, 2026 and December 31, 2025, 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.

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. As of March 31, 2026 and December 31, 2025, no milestones have been achieved and no royalties have been earned.

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. The claim arose from a September 2021 distribution agreement between the Company and Evolution The complaint alleged claims for breach of contract, quasi contract and fraud. Evolution subsequently filed a counter claim breach of contract, breach of warranty, quasi contract and fraud. On June 9, 2026, with the assistance of the court, the parties reached a settlement on the major issues that would result in mutual releases without payments by either side. The agreement is being documented while a minor issue is being negotiated. The Company’s balance of accounts receivable due from Evolution has been fully reserved within the allowance for doubtful accounts as of March 31, 2026 and December 31, 2025.

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 all required payments. This case was settled in April 2026.

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 March 31, 2026 and December 31, 2025. The Company defaulted on the payments, 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. The settlement is recorded as legal settlement expense in the Statement of Operations.

14. Equity

Warrant Modifications

Under the Starr agreement of February 12, 2025, the maturity date of Starr’s $5 million loan (net of $100 original issue discount) was extended to February 15, 2026. The Company also issued Starr a new five-year warrant to purchase 100,000 shares of Class A common stock at $1.69 per share. The exercise price of the 75,000 March 2023 Loan Warrants expiring March 17, 2028 and the 50,000 June 2023 Warrants expiring June 20, 2028 was changed from $5.90 per share to $1.69 per share. The Company recorded a $5,736 loss on debt extinguishment for the difference between the reacquisition price and the net carrying amount. This loss is reported as other expense in the condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025.

On February 12, 2025, the Company and 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 $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 condensed consolidated statement of operations for the three months ended March 31, 2025. The Company recorded a $5,736 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 condensed consolidated statements of operations and comprehensive loss for the three months ended March 31, 2025.

15. Stock-Based Compensation

There have been no material changes in the Company’s stock-based compensation since December 31, 2025, except as disclosed below. Refer toNote 16 – Stock-Based Compensationin the Company’s 2025 Annual Report on Form 10-K for additional information and definitions of certain terms used in this Note.

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 three months ended March 31, 2026 (no stock options were granted during the three months ended March 31,2025):

The weighted average grant-date fair value per share of stock options granted during the three months ended March 31, 2026 was $0.72.

The following table summarizes option activity with service and performance 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 and performance conditions of $746 and $1,729 for the three months ended March 31, 2026 and 2025, respectively. Unrecognized compensation cost as of March 31, 2026 for options issued with service conditions was $1,598 and will be recognized over an estimated weighted-average amortization period of 1.49 years.

Restricted Stock Units** (“RSU”)**

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

The Company recorded stock-based RSU compensation expense of $617 and $900 for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the total unrecognized RSU compensation expense was $894 to be recognized over a weighted-average period of 0.84 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 March 31, 2026,145,833 of the MCUs were forfeited as a result of the participant’s termination of continuous service. Stock-based compensation expense for the remaining 28,667 MCUs is being recognized over the requisite service period based on the award’s fair value on the grant date. The Company recorded stock-based compensation expense relating to MCUs of $8 for the three months ended March 31, 2026.

Stock-Based Compensation Expense

Stock-based compensation expense follows:

16. Deferred Revenue

Changes in deferred revenue from contract liabilities follows:

17. License and Distribution Agreements

There have been no material changes in the Company’s license and distributions arrangements since December 31, 2025, except as disclosed below. Refer toNote 18 – License and Distribution Agreementsin the Company’s 2025 Annual Report on Form 10-K for additional information and definitions of certain terms used in this Note.

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.

On June 3, 2026 the Company and Defeye entered into a Letter Agreement to settle a dispute concerning non-payment of amounts due under the Defeye License Agreement. Refer to Note 22 – Subsequent Events for additional information.

18. 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 three months ended March 31, 2026 and 2025, the Company made contributions of $34 and $0, respectively.

19. Income Taxes - Sale of Rights to Net Operating Loss Carryforwards

Under the State of New Jersey Technology Business Tax Certificate Transfer Program, qualifying technology and biotechnology businesses may sell unused New Jersey net operating loss carryforwards and research and development tax credits to unaffiliated corporate taxpayers. The Company accounts for proceeds from these sales when the transfer is approved by the New Jersey Economic Development Authority and the sale is completed, at which point the proceeds are realizable and no longer contingent.

Because the Company maintains a full valuation allowance against its New Jersey deferred tax assets, no deferred tax asset was recognized for the carryforwards sold and the sale therefore generated no reversal of a previously recognized asset. The Company presents the proceeds within other income (expense), net in the condensed consolidated statements of operations, and within cash flows from operating activities in the condensed consolidated statements of cash flows.

In February 2026, the Company sold New Jersey net operating loss carryforwards and received net proceeds of $12,159. There were no comparable sales during the three months ended March 31, 2025. The Company’s ability to participate in the program in future periods depends on continued eligibility, annual program funding and State approval, and no assurance can be given that further sales will be available or approved.

20. Segment Information

There have been no material changes in the Company’s segments since December 31, 2025, except as disclosed below. Refer toNote 17 – Segment Informationin the Company’s 2025 Annual Report on Form 10-K for additional information and definitions of certain terms used in this Note.

Financial information by segment for the three months ended March 31, 2026 and 2025 is as follows:

21. Related Party Transactions

Amended and Restated CEO Employment Agreement

In January 2023 the Company’s Chief Executive Officer deferred his salary to aid working capital needs. Deferred salary remained unpaid and was $1,934 and $1,935 as of March 31, 2026 and December 31, 2025, respectively. Deferred salary is included in accrued expenses.

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.

CEO Loan Agreement

In August 2023, the Company borrowed $1,000 from its CEO. The loan provides for interest of 15% per year, the first year of interest was due in kind and the loan was repayable in August 2024. The loan maturity date was subsequently amended to December 31, 2026. In September 2024, the CEO assumed the loans of two unaffiliated lenders from an August 2023 loan agreement. The two loans had a principal and accrued interest of $2,331 on the assumption date.

In October, 2023, the CEO loaned the Company $285 through a note which provides for interest at 15.0% per year.

In January 2025 the CEO loans were amended to extend the maturity dates to December 31, 2025. In December 2025 the CEO loans were amended to extend the PIK interest period and maturity dates to December 31, 2026.

KTL Note, RWI Note, and Celeniv Licensing Obligation

In July 2025 the Company borrowed $6,812 from a former Director of the Company through a secured promissory loan. The loan provided for annual interest of 2.0% and had a maturity date of March 21, 2026. A portion of the loan proceeds were to be used to repay the Starr loan. The KTL Note was issued with a warrant to purchase up to 3,700,000 shares of the Company’s class A common stock at an exercise price of $2.53 per share and has a 5-year term. The warrants were considered equity due to their fixed exercise price.

In May 2023, the Company borrowed $6,000 (net of an original issue discount of $120) from RWI through a senior secured loan agreement. The loan had a maturity of June 14, 2023 and provided for interest of 12.5% per year (15.5% in the event of default), the first year of interest was paid in kind. The loan agreement was amended in June 2023.

In August 2025, the Company sold certain intellectual property to Celeniv Pte. Ltd in exchange for the assignment of the RWI and KTL loans to Celeniv. The value of the loans assigned were principal $33,812, accrued interest $4,031, accrued paid-in kind interest $3,835 and unamortized debt discount $5,955.

The sale granted Celeniv an exclusive, worldwide, royalty-bearing license. Royalties are due Celeniv in 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 March 31, 2026 the Company had not made any payments to Celeniv for the License Agreement.

Pursuant to the License Agreement, the Company has the option to purchase from Celeniv all (not 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 transaction as a financing arrangement as did not meet the sale criteria of ASC 606-10-25-30, and the Company recognized a licensing obligation of $35,723, including a premium of $1,911. The accrued interest on the assigned loans was forgiven, and the licensing obligation premium was fully amortized during the year ended December 31, 2025. The total licensing obligation was $33,812 at both March 31, 2026 and December 31, 2025.

Employment of Family Member

The CEO’s daughter is employed by the Company as Vice President, Corporate Strategy & Business Development at a compensation structure commensurate with those of Company employees in similar positions.

Fountain Life Management LLC

In November 2024, the Company entered into a Technology Services Agreement with Fountain Life Management LLC (“Fountain Life”), under which the Company processes and stores mononuclear cells isolated from blood samples collected by Fountain Life or its authorized representatives. Fountain Life pays the Company a one-time fee of two thousand five hundred dollars ($2,500) per sample. The Technology Services Agreement automatically extends for one-year periods unless earlier terminated by either party. Revenues from the agreement were $196 and $0 for the three months ended March 2026 and 2025, respectively and accounts receivable were $9 and $0 as of March 31,2026 and December 31, 2025, respectively. The Company’s CEO, and a Director, Peter Diamandis, M.D., are founding partners of Fountain Life.

22. Subsequent Events

Asset Purchase and Exclusive License Agreement with NexGel, Inc.

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. Under the NexGel Agreement, the Company is entitled to receive aggregate consideration of $35 million, consisting of an initial payment of $15 million due by April 15, 2026, additional milestone payments of up to $20 million upon the achievement of specified milestones and royalties on certain development stage products.

In March 2026 and as amended in April 2026, the Company sold NexGel, Inc. an exclusive, transferable and sublicensable license to develop and commercialize certain degenerative disease products in exchange for $13.3 million. NexGel paid the Company $4.8 million cash at closing, $0.6 million cash in the 2 nd quarter of 2026, which was contingent on the Company filing its 2025 Report on Form 10-K, NexGel assumed the obligation to pay sales commissions of $2.9 million earned by and owed to certain Celularity employees, and NexGel issued Celularity a $5.0 million 18-month convertible note which, subject to certain conditions, is convertible into NexGel common stock. The note was subsequently split into two notes of $2.5 million each, one of which was assigned to Helena Global Investment Opportunities, Ltd as partial satisfaction of amounts due Helena and one of which was assigned to Sequence LifeSciences, Inc. as partial satisfaction of amounts due Sequence, see Subsequent Events.

TheNexGel license agreement entitles the Company to earn up to $20.0 million in milestone payments, with the first milestone payment of $2.5 million due to the Company upon the earlier of NexGel achieving $25.0 million in net sales or 15 months, provided that net sales of at least $15.0 million have been achieved.

Helena Settlement

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 reporting 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.

Subsequent to the default notice, the Company entered into a settlement agreement with Helena (the “Helena Settlement”) to compromise and resolve all triggering events, default notices, and related claims. Under the terms of the Helena Settlement, the Company agreed to pay Helena $500 in cash at closing, make five consecutive monthly cash installment payments of $100 each, totaling an additional $500, and assign to Helena a portion of the convertible promissory note to be received from NexGel. The Company subsequently breached the Helena Settlement by failing to timely pay amounts due thereunder and is currently negotiating with Helena to resolve the breach. There can be no assurance that the parties will reach a resolution.

Settlement Agreement with Sequence LifeScience, Inc.

On April 14, 2026, SLS and Celularity entered into a Settlement Agreement and Mutual General Release to settle and resolve all claims, disputes and differences existing between both parties arising out of, or in connection with the Asset Purchase Agreement dated October 9, 2024 (the “APA”) and related supply agreement (the “SLS Settlement”). The SLS Settlement included the following:

Letter Agreement with Defeye

On June 3, 2026, the Company entered into a binding Letter Agreement (the “Defeye Letter Agreement”) with Defeye to resolve outstanding commercial disputes. Under the terms of the Defeye Letter Agreement, product credits were permitted to be applied to product invoiced through May 6, 2026, after which any remaining unused credits were permanently waived and extinguished. As part of the settlement, the Company granted Defeye a defined discount of up to $0.3 million.

The Defeye Letter Agreement also established parameters for an approved secondary back-up manufacturer in the event of supply shortfalls, under which Defeye must pay the Company a variable fee based on the greater of a defined percentage of the contractual price or a defined percentage of the cost savings for units sourced from the secondary manufacturer.

Separately, the Company also returned 3,910,706 shares of Defeye Series Seed-2 Preferred Stock pursuant to the Defeye Letter Agreement, reducing its voting interest below 20%. Consequently, the Company determined it lost significant influence over DefEYE and discontinued equity method accounting as of June 3, 2026.

Nasdaq Deficiency Notices

On May 27, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 10-Q for the period ended March 31, 2026.

On June 9, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(2) due to its minimum market value of listed securities falling below the $35 million threshold.

On August 21, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 10-Q for the period ended June 30, 2026.

Manufacturing Collaboration with MuseCell Innovations Pte. Ltd.

On August 27, 2026, the Company announced a manufacturing collaboration with MuseCell Innovations Pte. Ltd. (“MCI”), a Singapore-based company that owns the Dezawa MuseCell® platform, to manufacture Dezawa MuseCells and related derivative products at the Company’s Florham Park, New Jersey facility. The collaboration contemplates an initial manufacturing program, following which the parties intend to explore an expanded manufacturing relationship. MCI has estimated that purchases under the initial program and potential future collaboration could exceed $300 million in the aggregate over five years. This estimate is non-binding, does not represent committed orders or Company revenue guidance, and depends on successful execution of the initial program, further agreements between the parties and future demand. There can be no assurance that an expanded relationship will be established or that purchases will occur in the estimated amount, within the anticipated timeframe or at all. The products contemplated by the collaboration have not been approved by the U.S. Food and Drug Administration.

Gordon Promissory Note

On June 19, 2026, subsequent to quarter-end, the Company issued an unsecured promissory note to Steven N. Gordon, its Chief Operating Officer, in the principal amount of $325. The note bears interest at 4% per annum, compounded annually, commencing on the date funds were advanced. Principal and accrued interest are payable in a single installment upon the earliest of (i) June 19, 2027, (ii) consummation of a Qualified Financing or (iii) consummation of a Change of Control, as defined in the note. A Qualified Financing includes an equity or debt financing transaction, or series of related transactions, generating aggregate gross cash proceeds of at least $1,000. Proceeds are restricted to working capital purposes and may not be used to repay indebtedness. Upon a continuing event of default, the outstanding principal bears interest at 16% per annum, compounded annually, subject to applicable law, and the holder may accelerate repayment. The note remained outstanding as of the date of this report.

Financing

On September 23, 2026, the Company entered into a Securities Purchase Agreement providing for the issuance of senior secured convertible notes and warrants for aggregate gross proceeds of up to approximately $25.0 million. On September 24, 2026, the Company completed the initial closing under the agreement, resulting in aggregate gross proceeds of approximately $11.0 million. Additional proceeds are subject to the terms and conditions of the Securities Purchase Agreement.