CELU Celularity Inc

CIK 0001752828 50 ready 8-Ks latest June 12, 2026, 5:15 PM ET RSS · JSON

Activity: NORMAL 3 filings / 30d vs 2 baseline Risk accumulating: repeated leadership change (2)

Ready 8-Ks 50

Latest filing June 30, 2026, 9:00 AM ET

Top materiality 0.85

Event mix other_material ×23 · regulatory ×9 · leadership ×8

Sentiment 8 pos · 14 neg · 28 neu

Latest earnings ▼ miss 2025-Q1

Executive change recent →

SHENANIGAN SCORE 3 / 7 see the board

Recent 8-K filings for CELU

Highest-materiality recent filing

Celularity retires all $41.6M senior secured debt via IP sale and license-back deal

August 18, 2025, 7:59 PM ET other material materiality 0.85 positive item 1.01 item 8.01 item 9.01

Retired all $32M principal plus $9.6M accrued interest on senior secured loans for total $41.6M.
Sold IP assets to Celeniv for $33,812,230; licensed back exclusively with five-year repurchase option.

Read filing →

June 12, 2026, 5:15 PM ET regulatory materiality 0.75 negative item 3.01

Celularity receives Nasdaq deficiency notice for MVLS below $35M; 180 days to comply

Nasdaq notified Celularity on June 9, 2026, that MVLS was below $35M for 30 consecutive business days.
May 28, 2026, 4:54 PM ET other material materiality 0.60 neutral item 1.01 item 2.03 item 9.01 ◈ Debt Financings◈ Material Agreements

Celularity settles Helena dispute; pays $500K cash, $500K installments, assigns $2.5M NEXGEL note

Settlement with Helena Global resolves claims over Series A convertible preferred stock and promissory note.
April 21, 2026, 7:59 PM ET other material materiality 0.75 negative item 1.01 item 2.03 item 3.03 item 5.02 item 8.01 item 9.01 ◈ Debt Financings ×2◈ Material Agreements

Celularity closes $13.3M NexGel asset sale; Helena default notice on $1.97M note

Closed asset sale to NexGel for $13.3M ($8.3M cash + $5M note), retired ~$13M debt.
March 10, 2026, 7:59 PM ET other material materiality 0.80 positive item 1.01 item 8.01 item 9.01 ◈ Material Agreements

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

Up to $35M cash: $15M upfront plus $20M milestone payments based on net sales targets.
March 5, 2026, 6:59 PM ET leadership materiality 0.60 neutral item 5.02

Celularity CFO Joseph DosSantos departs; John Sprague named acting CFO

Joseph DosSantos left as SVP Finance and Acting CFO on Feb 27, 2026 for personal reasons.
December 23, 2025, 6:59 PM ET debt materiality 0.70 neutral item 1.01 item 2.03 item 3.02 item 8.01 item 9.01 ◈ Equity Issuances ×3◈ Material Agreements ×2

Celularity closes $10M financing with Philip A. Barach; issues senior secured and convertible notes

Gross proceeds at closing: $10.0M; potential additional $2.0M subject to conditions.
December 5, 2025, 6:59 PM ET regulatory materiality 0.60 negative item 8.01

Celularity receives FDA warning letter over Interfyl marketing claims

FDA warning letter received Dec 1, 2025, regarding marketing material for Interfyl (human connective tissue matrix).
October 28, 2025, 7:59 PM ET other material materiality 0.65 neutral item 1.01 item 3.02 item 5.03 item 9.01 ◈ Equity Issuances◈ Governance Changes

Celularity raises $2M initial tranche in $6.67M private placement of Series A Preferred and warrants

Series A Preferred shares sold at 90% of stated value; $2M initial tranche closed Oct 24, 2025.
September 3, 2025, 7:59 PM ET regulatory materiality 0.70 positive item 8.01

Nasdaq confirms Celularity compliant with listing rule after late 10-Qs; deficiency closed

Nasdaq notified Celularity on Sept 2, 2025 that it has regained compliance with Listing Rule 5250(c)(1).
August 18, 2025, 7:59 PM ET other material materiality 0.85 positive item 1.01 item 8.01 item 9.01

Celularity retires all $41.6M senior secured debt via IP sale and license-back deal

Retired all $32M principal plus $9.6M accrued interest on senior secured loans for total $41.6M.
August 12, 2025, 7:59 PM ET other material materiality 0.70 negative item 1.01 item 8.01 item 9.01

Celularity invests $2.9M in Defeye preferred stock; gets Nasdaq extension to Aug 31 for late filings

Acquired 7,198.6 shares of Defeye Series Seed-2 Preferred Stock for $2.89M in product purchase credits.
August 1, 2025, 7:59 PM ET debt materiality 0.60 neutral item 1.01 item 2.03 item 3.02 item 9.01 ◈ Debt Financings

Celularity issues $6.81M promissory note and warrant to investor Lim Kok Thay

Issued $6,812,230 promissory note to Lim Kok Thay, 2% interest, matures March 21, 2026, secured by all company assets.
July 30, 2025, 7:59 PM ET other material materiality 0.60 neutral item 1.01 item 3.02 item 9.01

Celularity raises $2M via private placement of 1.23M shares and warrants

Issued 1,230,769 shares of common stock and warrants to purchase 1,230,769 shares at $1.625 per unit.
July 22, 2025, 7:59 PM ET other material materiality 0.60 neutral item 1.01 item 3.02 item 9.01

Celularity raises $1.035M in private placement of 739,286 shares at $1.40/share

Issue and sale of 739,286 shares of Class A common stock at $1.40 per share for gross proceeds of $1,035,000.
May 20, 2025, 7:59 PM ET debt materiality 0.60 neutral item 1.01 item 3.02

Celularity extends convertible note maturity to Aug 15, 2025; issues 100K shares

Maturity of Convertible Promissory Note (dated March 13, 2024) extended from May 12, 2025 to August 15, 2025.
May 9, 2025, 7:59 PM ET earnings materiality 0.60 positive item 2.02 item 9.01

Celularity reports 2024 revenue of $54.2M, up 138% YoY; operating loss narrows 80%

Net revenues $54.2M, up 138.1% YoY; product sales in wound care up 168.7% to $35.3M.
April 23, 2025, 7:59 PM ET regulatory materiality 0.75 negative item 3.01 ◈ Listing & Compliance Notices

Celularity receives Nasdaq notice for late 10-K filing; must submit compliance plan by June 16, 2025

Failed to file 2024 Form 10-K by extension deadline; Nasdaq issued notice of non-compliance on April 16, 2025.
March 21, 2025, 7:59 PM ET other material materiality 0.65 negative item 1.01 item 3.02 item 9.01

Celularity extends note maturity to May 12, 2025; issues 100k shares as forbearance fee

Extended convertible note maturity from March 13 to May 12, 2025; Yorkville forbears from default until then.
February 18, 2025, 6:59 PM ET debt materiality 0.70 neutral item 1.01 item 3.02 item 9.01

Celularity extends loan maturities to Feb 2026 via binding term sheets with RWI and Starr

RWI binding term sheet covers three loans totaling $27M principal; maturity extended to Feb 15, 2026.
January 24, 2025, 6:59 PM ET other material materiality 0.60 negative item 1.02

Celularity private placement terminated after investor fails to pay subscription amount

Celularity terminated securities purchase agreement with institutional investor for 1,263,157 shares and warrants at $2.375/share.
January 3, 2025, 6:59 PM ET other material materiality 0.60 neutral item 1.01 item 3.02 item 9.01

Celularity raises $3.0M via private placement of common stock and warrants

Issued 1,263,157 shares of Class A common stock and warrants to purchase up to 1,263,157 shares at $2.375 per unit.
November 29, 2024, 6:59 PM ET regulatory materiality 0.70 negative item 3.01 ◈ Listing & Compliance Notices

Celularity receives Nasdaq delisting notice for late Q3 2024 10-Q filing

Failed to file Q3 2024 10-Q by Nov 19 extension; Nasdaq issued non-compliance notice on Nov 21, 2024.
November 7, 2024, 6:59 PM ET other material materiality 0.75 positive item 2.02 item 8.01 item 9.01

Celularity raises FY 2024 net sales guidance to $54-60M; October sales hit record $8.3-8.9M

Raises full-year 2024 expected net sales guidance to $54M-$60M from $50M-$56M, citing strong advanced biomaterial sales.
October 25, 2024, 7:59 PM ET other material materiality 0.65 positive item 2.02 item 9.01

Celularity expects H1 2024 biomaterial revenue >$24M, Rebound >$9M; reaffirms $50-56M FY guidance

Preliminary net revenue from biomaterial products exceeds $24M for six months ended June 30, 2024, surpassing full-year 2023 sales.
October 21, 2024, 7:59 PM ET regulatory materiality 0.85 negative item 3.01

Celularity faces Nasdaq suspension Oct 25 for delinquent 10-Q filings; plans appeal

Nasdaq notified Celularity on Oct 16, 2024, that trading will be suspended Oct 25 due to failure to file Q1 and Q2 2024 10-Qs by Oct 14 extension deadline.
October 16, 2024, 7:59 PM ET M&A materiality 0.65 neutral item 1.01 item 8.01 item 9.01

Celularity acquires Rebound placental matrix product from Sequence LifeScience for $5.5M

Total consideration $5.5M: $1M upfront cash, up to $4M monthly milestone payments (20% of net sales), and $500K credit.
August 23, 2024, 7:59 PM ET regulatory materiality 0.65 negative item 3.01

Celularity receives Nasdaq delisting notice for late Q2 2024 10-Q and continued Q1 2024 10-Q delinquency

Nasdaq notified Celularity on Aug 22, 2024 of non-compliance with Listing Rule 5250(c)(1) due to failure to timely file Q2 2024 10-Q and continued delinquency in Q1 2024 10-Q.
August 5, 2024, 7:59 PM ET other material materiality 0.60 negative item 4.01 item 5.02 item 9.01 ◈ executive_change

Celularity dismisses Deloitte as auditor, engages EisnerAmper; director Marc Mazur resigns

Deloitte & Touche dismissed as independent auditor effective Aug 2, 2024; prior reports contained going concern explanatory paragraph.
May 24, 2024, 7:59 PM ET regulatory materiality 0.65 negative item 3.01

Celularity receives Nasdaq delisting notice for late Q1 2024 10-Q and 2023 10-K

Nasdaq notified Celularity on May 21, 2024 of non-compliance with Listing Rule 5250(c)(1) for delinquent Q1 2024 10-Q and 2023 10-K.
April 22, 2024, 7:59 PM ET regulatory materiality 0.65 negative item 3.01 ◈ Listing & Compliance Notices

Celularity receives Nasdaq delisting notice for late 10-K filing; must submit plan by June 17

Failed to file 2023 Form 10-K by April 15 extension; Nasdaq notified on April 17, 2024.
March 15, 2024, 7:59 PM ET debt materiality 0.75 neutral item 1.01 item 2.03 item 3.02 item 3.03 item 9.01 ◈ Material Agreements ×3◈ Debt Financings

Celularity signs $10M standby equity deal and $3.15M convertible note with Yorkville

SEPA allows Celularity to sell up to $10M of common stock to Yorkville over 36 months at 97% of VWAP.
February 26, 2024, 6:59 PM ET other material materiality 0.70 neutral item 3.03 item 5.03 item 5.07 item 9.01 ◈ Shareholder Votes ×3◈ Governance Changes

Celularity approves 1-for-10 reverse stock split; warrant issuance to RWI fails

Board set reverse split ratio at 1-for-10, effective 5:00 PM ET on Feb 28, 2024.

Executive changes

Departed

Vincent LeVien

Director

CELU · Celularity Inc

Effective: 2026-06-26
Filed: June 30, 2026, 9:00 AM ET

Effective June 26, 2026, Vincent LeVien resigned as a member of the Company’s Board of Directors.

Appointed

Rick Gonzalez

Chief Commercial Officer

CELU · Celularity Inc

Effective: 2026-05-29
Filed: June 3, 2026, 5:22 PM ET

On May 29, 2026, Celularity Inc. (“Celularity”) appointed Rick Gonzalez as Chief Commercial Officer of Celularity.

Departed

David Beers

Chief Financial Officer

CELU · Celularity Inc

Effective: 2025-06-10
Successor: Joseph DosSantos
Filed: June 10, 2025, 7:59 PM ET

terminated the employment of David Beers, its Chief Financial Officer without cause

Appointed (interim)

Joseph DosSantos

interim CFO

CELU · Celularity Inc

Effective: 2025-06-10
Filed: June 10, 2025, 7:59 PM ET

appointed Joseph DosSantos, its current Senior Vice President Finance, as the Company's interim CFO while the Company conducts a search for a new CFO.

Appointed

Vincent LeVien

Class II director

CELU · Celularity Inc

Effective: 2025-06-05
Filed: June 6, 2025, 7:59 PM ET

On June 5, 2025, the Board of Directors of Celularity Inc. (the “Company”) appointed Vincent LeVien as a Class II director of the Company to serve until the Annual Meeting of Stockholders to be held in 2026.

Departed

Dean Kehler

director

CELU · Celularity Inc

Effective: 2025-05-14
Filed: May 16, 2025, 7:59 PM ET

On May 14, 2025, Dean Kehler, a director of Celularity Inc. (the “Company”), resigned as a member of the Board of Directors of the Company.

Departed

Adrian Kilcoyne

Executive Vice President and Chief Medical Officer

CELU · Celularity Inc

Effective: 2024-08-06
Filed: September 13, 2024, 7:59 PM ET

Adrian Kilcoyne, M.D., M.P.H., M.B.A. of Celularity Inc., or Celularity, provided notice of resignation from his role as Executive Vice President and Chief Medical Officer, effective as of August 6, 2024, to pursue other opportunities.

Appointed

Richard J. Berman

Director

CELU · Celularity Inc

Effective: 2024-08-27
Filed: August 28, 2024, 7:59 PM ET

On August 27, 2024, the board of directors, or the Board, of Celularity Inc., or Celularity, appointed Richard J. Berman, as a Class II director to fill the vacancy left by the resignation of Robin L. Smith, M.D.

Departed

Marc Mazur

Director

CELU · Celularity Inc

Effective: 2024-07-31
Filed: August 5, 2024, 7:59 PM ET

On July 31, 2024, Marc Mazur, a Class III member of the Board of Directors of Celularity, notified the Board of Directors of his intention to resign as a member of the board and all committees thereof effective July 31, 2024.

Departed

Robin L. Smith, MD

Class II member of the board of directors

CELU · Celularity Inc

Effective: 2023-12-24
Filed: December 29, 2023, 6:59 PM ET

On December 24, 2023, Robin L. Smith, MD, a Class II member of the board of directors of Celularity Inc., or Celularity, notified the board of directors of her intention to resign as a member of the board effective December 24, 2023.

Departed

Lim Kok Thay

Class II member of the board of directors

CELU · Celularity Inc

Effective: 2023-09-14
Filed: September 19, 2023, 7:59 PM ET

On September 14, 2023, Lim Kok Thay, a Class II member of the board of directors of the Company, notified the board of his intention to resign as a member of the board and all committees thereof effective immediately.

Appointed

Geoffrey Shiu Fei Ling

Class I Director

CELU · Celularity Inc

Effective: 2023-08-31
Filed: September 7, 2023, 7:59 PM ET

the board appointed Geoffrey Shiu Fei Ling, M.D., as a Class I director to fill the vacancy left by the resignation of Dr. von Eschenbach, to serve until his successor is elected and qualified

Earnings & guidance

2025-Q1 EPS reported -$0.84 vs consensus -$0.77 ▼ miss (-9.8%) filing →

Materiality & sentiment trend

Max materiality 0.85 · Median 0.60 · Most common event other_material

8 positive 14 negative 28 neutral

source · CELU on sec.gov