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Celularity Inc

CELUW
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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 involves generating revenue through three distinct segments: Cell Therapy, BioBanking, and Degenerative Disease . The Cell Therapy segment focuses on researching and developing unproven therapies derived from placental-derived allogeneic cells . The BioBanking segment provides fee-based services to expectant parents for the collection, processing, cryogenic preservation, and storage of umbilical cord blood and placenta-derived cells and tissue for future use . The Degenerative Disease segment produces, sells, and licenses advanced biomaterial products for use in surgical and wound care markets . Revenue streams include product sales, services, and license, royalty, and other income .

The company's product and service lines are detailed across its three segments. In Cell Therapy, Celularity is developing a pipeline of off-the-shelf placental-derived allogeneic cellular therapy product candidates, including human placental-derived stem cells and MLASCs (Mesenchymal-Like Adherent Stromal Cells), such as cenplacel-L . These candidates are designed to target indications across multiple age-related degenerative diseases and conditions, including immune and infectious disease and cancer . The company is also leveraging the senolytic activity of NK cells to target and eliminate senescent cells . In the Degenerative Disease segment, currently marketed advanced biomaterial products include Biovance®, a human amniotic membrane allograft; Biovance®3L, a tri-layer human amniotic membrane allograft; Biovance® 3L Ocular, a tri-layer human amniotic membrane allograft for ocular applications; Interfyl®, a decellularized human placental connective tissue matrix; CentaFlex®, a decellularized human placental matrix allograft derived from human umbilical cord; and Rebound™, a full thickness, placental derived extracellular matrix . The BioBanking segment offers fee-based services for collecting, processing, and storing umbilical cord blood and placenta-derived biomaterial, with a one-time fee for collection and processing, and an annual storage fee generally over a period of 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 . Services revenue increased by $0.292 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 . The company incurred a net loss of $91.716 million in 2025, compared to a net loss of $57.892 million in 2024 . Basic and diluted EPS for 2025 was $(3.59) , compared to $(2.64) in 2024 . Cash and cash equivalents stood at $6.175 million as of December 31, 2025 , while total liabilities were $145.391 million . The company had an accumulated deficit of $991.483 million as of December 31, 2025 . Net cash used in operating activities increased to $13.254 million in 2025 from $6.401 million in 2024 .

Year-over-year comparisons highlight significant shifts in the company's financial performance. Total revenues decreased by 51.0% , primarily driven by a 62.7% decrease in product sales and a 42.2% decrease in license, royalty and other revenues . Services revenue, however, saw a modest increase of 5.7% . 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 , largely due to a $4.3 million inventory realizable value impairment and a $5.3 million write-off of capitalized bulk material costs . Research and development expenses decreased by $2.4 million, or 13.6%, to $15.025 million in 2025 , while selling, general and administrative expenses decreased by $7.4 million, or 12.6%, to $51.266 million . The loss from operations increased by $22.950 million, or 59.8%, to $(61.308) million in 2025 .

Significant operational developments during 2025 included the entry into various financing and strategic transactions to support liquidity and operations, and to restructure outstanding indebtedness . The company received $3.3 million in cash proceeds from merchant cash advances and made $2.6 million in repayments . 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, certain intellectual property assets were sold to Celeniv Pte. Ltd. in exchange for the assignment and extinguishment of approximately $33.8 million in outstanding indebtedness, plus accrued interest, and a related license agreement was entered into for continued access to the transferred intellectual property . 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 for financing through senior secured and convertible notes, issuing a Senior Secured Non-Convertible Promissory Note of $7.0 million and a warrant, and a Secured Convertible Promissory Note of $3.0 million and a warrant .

Business Outlook

Celularity Inc. has minimal cash on hand and does not generate sufficient cash from operations to operate the business for the next twelve months, indicating a need to secure additional outside capital . 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 .

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 .

In terms of operational outlook, the company implemented certain organizational changes in April 2026, including reductions-in-force, to align with its development and commercial sales plans and optimize resources . 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 will be required in the future to build the sales, marketing, and distribution infrastructure necessary to commercialize biomaterials products .

Planned capital allocation includes financing cash needs through equity offerings, debt financings, or other capital sources, and from commercial sales of biomaterials products, as well as sales collaborations, licenses, and similar arrangements for cellular therapeutics . 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 upon achievement of specified milestones, and royalties on certain development stage products . An amendment to the NexGel Agreement on April 17, 2026, revised the aggregate consideration to $13.3 million, comprising an upfront cash payment of $8.3 million (net of payments to settle outstanding sales representative obligations) and a convertible promissory note in the original principal amount of $5.0 million with an 18-month term . The company received net proceeds of $4.8 million from NexGel on April 17, 2026 .

Structural headwinds and execution risks management explicitly flagged include the substantial doubt about the company's ability to continue as a going concern due to minimal cash on hand and insufficient cash from operations for the next twelve months . The company expects to continue incurring significant operating losses and using net cash for operations for the foreseeable future . Failure to secure additional outside capital in the very near term will prevent the company from meeting its obligations over the next 12 months beyond the filing date, potentially requiring significant curtailment of operations, asset sales, or bankruptcy protection . The company also faces a notice from Nasdaq Stock Market LLC regarding non-compliance with timely filing requirements, which could lead to delisting .

Risk Factors

Celularity Inc. faces substantial doubt about its ability to continue as a going concern due to minimal cash on hand and insufficient cash from operations to cover expenses for the next twelve months . The company reported a net loss of $91.716 million for the year ended December 31, 2025, and an accumulated deficit of $991.483 million, with cash and cash equivalents of $6.175 million . This financial position necessitates raising additional capital through equity or debt sales, and failure to do so could lead to curtailment or suspension of operations, workforce reductions, delays in development, asset sales, or bankruptcy . The company is also exposed to significant customer concentration risk, with two customers accounting for 10% or more of accounts receivable in 2025, and one customer representing 10% or more of net sales in 2025 . Furthermore, the company received a notice from Nasdaq Stock Market LLC on April 16, 2026, regarding non-compliance with timely filing requirements, which could result in delisting and negatively impact stock price and liquidity . The commercial biomaterials business may be impacted if the Centers for Medicare & Medicaid Services and Medicare Administrative Contractors do not reverse their Local Coverage Determinations (LCDs) for skin substitute grafts and CTPs, which will deny coverage for virtually all amniotic tissue products used to cover and treat chronic wounds, effective April 13, 2025 . The company is also subject to a Civil Investigative Demand under the False Claims Act related to injectable human tissue therapy products, with an uncertain outcome regarding potential liability .

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 using novel therapies derived from the post-partum human placenta. They acknowledge the significant operating losses incurred since inception, with a net loss of $91.716 million for the year ended December 31, 2025 , and an accumulated deficit of $991.483 million . Management explicitly states that the company has minimal cash on hand and does not generate sufficient cash from operations to operate the business for the next twelve months, which raises 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 and financial position, including transactions designed to monetize assets, reduce indebtedness, and transition to a more capital-efficient operating model . They are also evaluating and pursuing commercialization of certain investigational cellular therapies, such as cenplacel-L, in jurisdictions that permit their use outside of traditional regulatory approval pathways .

View Source Annual Report on SEC.gov ↗

References

  1. [1] Item 1, Business
  2. [2] Item 7, MD&A — Business Segments
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  4. [4] Item 1, Business
  5. [5] Item 7, MD&A — Business Segments
  6. [6] Item 7, MD&A — Net revenues
  7. [7] Item 1, Business
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  12. [12] Item 7, MD&A — Results of Operations
  13. [13] Item 7, MD&A — Results of Operations
  14. [14] Item 7, MD&A — Results of Operations
  15. [15] Item 7, MD&A — Results of Operations
  16. [16] Item 7, MD&A — Results of Operations
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  18. [18] Item 8, Consolidated Statement of Operations and Comprehensive Loss
  19. [19] Item 8, Consolidated Statement of Operations and Comprehensive Loss
  20. [20] Item 7, MD&A — Liquidity and Capital Resources
  21. [21] Item 8, Consolidated Balance Sheets
  22. [22] Item 7, MD&A — Liquidity and Capital Resources
  23. [23] Item 7, MD&A — Cash Flows
  24. [24] Item 7, MD&A — Results of Operations
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  30. [30] Item 7, MD&A — Research and Development Expenses
  31. [31] Item 7, MD&A — Selling, General and Administrative Expenses
  32. [32] Item 7, MD&A — Results of Operations
  33. [33] Item 7, MD&A — Recent Developments
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  38. [38] Item 7, MD&A — Recent Developments
  39. [39] Item 7, MD&A — Going Concern
  40. [40] Item 7, MD&A — Liquidity and Capital Resources
  41. [41] Item 7, MD&A — Liquidity and Capital Resources
  42. [42] Item 7, MD&A — Liquidity and Capital Resources
  43. [43] Item 7, MD&A — Recent Developments
  44. [44] Item 7, MD&A — Liquidity and Capital Resources
  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 — Recent Developments
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  51. [51] Item 7, MD&A — Recent Developments
  52. [52] Item 1A, Risk Factors — Risks Related to Business and Industry
  53. [53] Item 7, MD&A — Going Concern
  54. [54] Item 7, MD&A — Going Concern
  55. [55] Item 7, MD&A — Going Concern
  56. [56] Item 1A, Risk Factors — Risks Related to Business and Industry
  57. [57] Item 1A, Risk Factors — Risks Related to Business and Industry
  58. [58] Item 1A, Risk Factors — Risks Related to Business and Industry
  59. [59] Item 2, Summary of Significant Accounting Policies
  60. [60] Item 1A, Risk Factors — Risks Related to Ownership of Our Class A Common Stock
  61. [61] Item 1A, Risk Factors — Risks Related to Government Regulation
  62. [62] Item 3, Legal Proceedings
  63. [63] Item 7, MD&A — Going Concern
  64. [64] Item 7, MD&A — Going Concern
  65. [65] Item 7, MD&A — Going Concern
  66. [66] Item 7, MD&A — Going Concern
  67. [67] Item 7, MD&A — Liquidity and Capital Resources

Analysis on 5/20/2026