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Celularity Inc

CELU
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Business Summary

Celularity Inc. is a cellular and regenerative medicine company focused on advancing health longevity and redefining the standard of care for age-related diseases using novel therapies derived from the post-partum human placenta. The company's core business model revolves around developing off-the-shelf placental-derived allogeneic cellular therapies and advanced biomaterial products. Revenue is generated through sales of biomaterial products, fee-based biobanking services, and licensing, royalty, and other agreements. The company also leverages its expertise to provide contract manufacturing and development services to third parties.

The company operates through three distinct business segments: Cell Therapy, BioBanking, and Degenerative Disease. The Cell Therapy segment encompasses the research and development of unproven therapies in various phases of development, including placental-derived allogeneic cellular therapy product candidates such as human placental-derived stem cells and MLASCs, including cenplacel-L. The Degenerative Disease segment produces, sells, and licenses products used in surgical and wound care markets, including Biovance, Biovance 3L, Interfyl, CentaFlex, and Rebound. Sales in this segment are made through independent sales representatives and distributors. The BioBanking segment collects and stores stem cells from umbilical cords and placentas for individuals, primarily under the LifebankUSA brand, generating a one-time fee for collection, processing, and cryogenic preservation, and an annual storage fee typically over 18 to 25 years.

For the fiscal year ended December 31, 2025, Celularity reported total revenues of $26.550 million , a decrease of 51.0% from $54.220 million in 2024. Product sales, net, decreased by $22.161 million , or 62.7%, to $13.175 million in 2025 from $35.336 million in 2024, primarily due to lower Biovance 3L and Rebound product sales and changes in customer purchasing behavior. Revenues from BioBanking services increased by $0.3 million , or 5.7%, to $5.432 million in 2025 from $5.140 million in 2024. License, royalty, and other revenues decreased by $5.801 million , or 42.2%, to $7.943 million in 2025 from $13.744 million in 2024, attributed to the termination of certain license agreements.

Cost of revenues from product sales increased by $8.0 million , or 161.0%, to $12.853 million in 2025 from $4.924 million in 2024. This increase was driven by a $4.3 million inventory realizable value impairment and a $5.3 million write-off of capitalized bulk material costs. Cost of services revenues decreased by $0.3 million in 2025 compared to 2024 due to lower BioBanking processing costs. Research and development expenses decreased by $2.4 million , or 13.6%, to $15.025 million in 2025 from $17.386 million in 2024, mainly due to a $2.2 million decrease in lab supplies, a $1.5 million decrease in salaries, and a $0.5 million decrease in stock-based compensation, partially offset by a $2.3 million increase in facilities expense. Selling, general and administrative expenses decreased by $7.4 million , or 12.6%, to $51.266 million in 2025 from $58.643 million in 2024, primarily due to an $8.6 million decrease in sales commissions, a $2.7 million decrease in facilities expense, and a $0.5 million decrease in insurance expense, offset by a $2.7 million increase in professional fees.

The company reported a net loss of $91.716 million for the year ended December 31, 2025, compared to a net loss of $57.892 million in 2024. Diluted EPS was $(3.59) in 2025, compared to $(2.64) in 2024. Total other expense increased by $10.9 million , or 55.7%, to $30.405 million in 2025 from $19.534 million in 2024, driven by a $3.7 million increase in the change in fair value of warrant liabilities, a $2.3 million loss on issuance of convertible note with warrants, a $2.5 million increase in loss on debt extinguishment, a $0.5 million increase in interest expense, a $1.3 million increase in the change in fair value of debt, and a $2.9 million impairment of preferred stock investment.

As of December 31, 2025, cash and cash equivalents were $6.175 million , compared to $738 thousand in 2024. The company had an accumulated deficit of $991.483 million and a working capital deficit of $68.440 million at year-end 2025. Net cash used in operating activities increased to $13.254 million in 2025 from $6.401 million in 2024. Net cash provided by financing activities was $18.649 million in 2025, compared to $6.701 million in 2024.

Significant operational developments during 2025 included entering into various arrangements with existing lenders, including forbearance extensions and amendments, and completing multiple equity and debt financing transactions to provide working capital. The company received cash proceeds of $3.3 million from merchant cash advances and made repayments of $2.6 million . In July 2025, a promissory note with an aggregate principal amount of approximately $6.8 million was issued, with proceeds used to repay existing indebtedness. In August 2025, the company transferred certain intellectual property in exchange for the assignment and extinguishment of outstanding indebtedness of approximately $33.8 million . In October 2025, a securities purchase agreement was entered into for the issuance of Series A Convertible Preferred Stock and related warrants. In December 2025, the company entered into agreements with an investor providing financing through a Senior Secured Non-Convertible Promissory Note of $7.0 million and a Secured Convertible Promissory Note of $3.0 million , along with associated warrants.

Business Outlook

Celularity Inc. has evaluated its ability to continue as a going concern and notes that it has minimal cash on hand and does not generate sufficient cash from operations to operate the business for the next twelve months. The company expects to incur substantial expenditures to fund its investments for the foreseeable future and will need to secure additional sources of outside capital. As of the issuance date of the financial statements, additional outside capital sufficient to fund operations for the next six months has not been secured or deemed probable of being secured. Management can provide no assurance that significant additional outside capital will be secured in the future or on acceptable terms.

The company is actively pursuing additional sources of capital and strategic sales partnerships to improve its liquidity and financial position, including transactions designed to monetize assets, reduce indebtedness, and transition to a more capital-efficient operating model. In February 2026, the company sold the rights to State of New Jersey income tax net operating loss carryforwards to a third party, receiving net proceeds of $12.2 million . On March 6, 2026, the company entered into an Asset Purchase and Exclusive License Agreement with NexGel, Inc., granting NexGel an exclusive license to develop and commercialize certain products within the company's degenerative disease business. Under this 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 , and royalties on certain development stage products. An amendment to this agreement on April 17, 2026, revised the aggregate consideration to $13.3 million , with an upfront cash payment of $8.3 million and a convertible promissory note of $5.0 million . The company received net proceeds of $4.8 million from NexGel on April 17, 2026.

Operationally, the company implemented certain organizational changes in April 2026 in connection with its strategic realignment and the divestiture of its biomaterials business to NexGel, Inc. This included the termination of employment for its Senior Vice President, Global Manager and Chief Administrative Officer, and the resignation of its President, Degenerative Diseases. These changes reflect a continued focus on aligning the organizational structure and resources with its core cell therapy platform and strategic priorities. The company is 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 regulatory approval is obtained for any therapeutic candidates, significant commercialization expenses related to therapeutic sales, marketing, manufacturing, and distribution are expected.

The company expects to incur substantial expenses in the foreseeable future for its degenerative disease business and ongoing internal research and development programs. Substantial additional funding may be required in the future to build the sales, marketing, and distribution infrastructure necessary to commercialize biomaterials products. The company continues to explore licensing and collaboration arrangements for its cellular therapeutics as well as distribution arrangements for its degenerative disease business.

Risk Factors

Celularity faces substantial risks to its business continuity, primarily stemming from its minimal cash on hand and insufficient cash generation from operations to cover expenses for the next twelve months, raising substantial doubt about its ability to continue as a going concern. The company has incurred significant operating losses, with a net loss of $91.716 million in 2025 and an accumulated deficit of $991.483 million as of December 31, 2025. There is no assurance that additional financing will be available on acceptable terms, if at all, and failure to secure such capital could lead to curtailment or suspension of operations, workforce reductions, delays in development, asset sales, or bankruptcy. The company's novel placental-derived cellular therapy candidates present significant challenges in manufacturing, biosourcing, and regulatory approval, with potential for undesirable side effects like GvHD, CRS, and neurotoxicity, which could halt clinical development or limit commercial potential. Regulatory approval processes are lengthy, costly, and uncertain, especially for novel technologies, and the FDA may disagree with regulatory plans or require additional trials. The company's HCT/P products, including Biovance, Biovance 3L, Interfyl, CentaFlex, and Rebound, are marketed without specific FDA approval under Section 361 of the PHSA, and a change in regulatory interpretation could require prior FDA approval, leading to market removal or increased costs. Furthermore, the company relies on third parties for clinical trials and specialty raw materials, and disruptions in these relationships or supply chains could cause significant delays and increased costs. Cybersecurity threats, changes in government funding for regulatory agencies, and business disruptions from natural disasters or pandemics also pose risks. The company's ability to utilize net operating loss carryforwards and other tax attributes may be limited by ownership changes, and changes in tax law could adversely affect its financial condition. Fluctuations in the cost and availability of raw materials, equipment, labor, and transportation could harm gross margins. The company has identified material weaknesses in its internal control over financial reporting, which could undermine its ability to provide accurate financial reports and negatively affect its stock price. Litigation, including product liability lawsuits and intellectual property infringement claims, could result in substantial liabilities, costs, and diversion of management resources. The market price of the company's Class A common stock is volatile, and future sales or issuances could cause dilution and a decline in stock price. Anti-takeover provisions in charter documents and Delaware law could delay or prevent a change of control.

Management Priorities

Management's message to shareholders emphasizes the company's focus on advancing health longevity and redefining the standard of care for age-related diseases through novel therapies derived from the post-partum human placenta. They highlight the development of off-the-shelf placental-derived allogeneic cellular therapies and advanced biomaterial products, with a selective advancement of programs focusing on longevity applications, such as cenplacel-L. Management acknowledges the significant operating losses incurred since inception, including a net loss of $91.716 million for the year ended December 31, 2025, and an accumulated deficit of $991.483 million . They explicitly state that the company has minimal cash on hand and does not generate sufficient cash from operations to operate for the next twelve months, raising substantial doubt about its ability to continue as a going concern. Strategic priorities include actively seeking additional outside capital and strategic sales partnerships to improve liquidity, monetize assets, reduce indebtedness, and transition to a more capital-efficient operating model. This includes recent actions such as the sale of State of New Jersey income tax net operating loss carryforwards for $12.2 million in February 2026, and the Asset Purchase and Exclusive License Agreement with NexGel, Inc. in March 2026, which is expected to provide aggregate consideration of $13.3 million , including an upfront cash payment of $8.3 million and a convertible promissory note of $5.0 million . Management also notes organizational changes in April 2026 to align resources with the core cell therapy platform and strategic priorities.

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 7, MD&A — Results of Operations
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  18. [18] Item 7, MD&A — Research and Development Expenses
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  25. [25] Item 7, MD&A — Selling, General and Administrative Expenses
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  31. [31] Item 7, MD&A — Selling, General and Administrative Expenses
  32. [32] Item 7, MD&A — Going Concern
  33. [33] Item 7, MD&A — Results of Operations
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  36. [36] Item 7, MD&A — Other Income (Expense)
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  45. [45] Item 7, MD&A — Liquidity and Capital Resources
  46. [46] Item 7, MD&A — Liquidity and Capital Resources
  47. [47] Item 7, MD&A — Going Concern
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  49. [49] Item 7, MD&A — Cash Flows
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  53. [53] Item 7, MD&A — Recent Developments
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Analysis on 5/20/2026