Celularity licenses biomaterials portfolio for up to $35M; retains manufacturing, cuts costs

Celularity Inc

Up to $35M cash: $15M upfront plus $20M milestone payments based on net sales targets.
Celularity will act as exclusive manufacturer of licensed products at its New Jersey FDA-compliant facility.
Workforce reduction and organizational realignment expected to lower operating costs and sharpen focus on longevity therapeutics.
Transaction expected to close no later than April 15, 2026, subject to customary conditions including financing.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Celularity Inc entered into Asset Purchase and Exclusive License Agreement with NexGel, Inc. valued at up to $35.0 million in cash (effective 2026-03-06).

Action: entry
Agreement: asset purchase
Counterparty: NexGel, Inc.
Value: up to $35.0 million in cash
Effective: 2026-03-06

Exact text from the filing

On March 6, 2026, Celularity Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase and Exclusive License Agreement (the “Agreement”) with NexGel, Inc., a Delaware corporation (the “Licensee”), whereby the Company granted to the Licensee an exclusive license to its commercial-stage biomaterials portfolio and certain development-stage programs as more fully described in the Agreement and the Company agreed to sell to the Licensee assets related to the portfolio (collectively, the “Business”). Consideration for the Business will consist of up to $35.0 million in cash, subject to certain adjustments, which will include (i) a $15.0 million upfront payment and (ii) an additional $20.0 million in potential milestone payments based on net sales targets related to the Business.

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Celularity Inc filing history →

Source: SEC EDGAR

accession 0001493152-26-009471

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