---
schema_version: "secwatch.filing_event.v1"
accession: "0001493152-26-009471"
form_type: "8-K"
ticker: "CELU"
cik: "0001752828"
company_name: "Celularity Inc"
filed_at: "2026-03-10T23:59:59+00:00"
generated_at: "2026-05-15T16:47:33.324064+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001493152-26-009471
- form_type: 8-K
- ticker: CELU
- cik: 0001752828
- company_name: Celularity Inc
- filed_at: 2026-03-10T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- confidence: high
- sec_items: 1.01, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1752828/000149315226009471/0001493152-26-009471-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1752828/000149315226009471/form8-k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-26-009471
- JSON: https://secwatch.observer/filing/0001493152-26-009471.json
- Plain text: https://secwatch.observer/filing/0001493152-26-009471.txt

## Key facts
- Material Agreements
  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
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1752828/000149315226009471/0001493152-26-009471-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.