UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-38914

Celularity Inc.

(Exact name of registrant as specified in its charter)

Delaware		83-1702591
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

170 Park Ave, Florham Park, NJ		07932
(Address of principal executive offices)		(Zip Code)

(908) 768-2170

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share		CELU		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of September 24, 2026, the registrant had 32,449,767 shares of Class A common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Unaudited Financial Statements	1
	Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	1
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended March 31, 2026 and 2025	2
	Condensed Consolidated Statements of Changes In Stockholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025	3
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	29
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	40
	Signatures	41

Unless the context indicates otherwise, references in this quarterly report to the “Company,” “Celularity,” “we,” “us,” “our” and similar terms refer to Celularity Inc. and its consolidated subsidiaries.

This quarterly report on Form 10-Q also contains registered marks, trademarks and trade names of other companies. Celularity Inc. has exclusive rights to the use of the Celularity logo, Celularity IMPACT, Biovance, Interfyl, Lifebank, CentaFlex and other trademarks or service marks of Celularity Inc. appearing in this quarterly report. All other trademarks, registered marks and trade names appearing herein are the property of their respective holders.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements contained in this report on Form 10-Q constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. These statements relate to our future events, including our anticipated operations, research, development and commercialization activities, clinical trials, operating results and financial condition. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:

	●	the success, cost, timing and potential indications of our cellular therapy candidate development activities and clinical trials, as well as our ability to expand our biomaterials business and leverage our core expertise in cellular therapeutic development and manufacturing to generate revenues by providing contract manufacturing and development services to third parties;

	●	the size of the markets for our therapeutic candidates and biomaterials products, and our ability to serve those markets;

	●	the timing of the initiation, enrollment and completion of planned clinical trials in the United States and foreign countries;

	●	our ability to obtain and maintain regulatory approval of our therapeutic candidates in any of the indications for which we plan to develop them, and any related restrictions, limitations, and/or warnings in the label of any approved therapeutic;

	●	our ability to obtain funding for our operations, including funding necessary to complete the clinical trials of any of our therapeutic candidates;

	●	our ability and plans to research, develop, manufacture and commercialize our therapeutic candidates, as well as our degenerative disease products;

	●	our ability to attract and retain collaborators with development, regulatory and commercialization expertise;

	●	our ability to successfully commercialize our therapeutic candidates and biomaterials products and the ability for such therapeutic products and biomaterials products to qualify for reimbursement;

	●	our ability to develop and maintain sales and marketing capabilities, whether alone or with potential future collaborators;

	●	our estimates regarding future expenses, revenues, capital requirements and needs for additional financing;

	●	our use of cash and other resources;

	●	our expectations regarding our ability to obtain and maintain and preserve our licenses in, and our intellectual property protection for our therapeutic candidates, degenerative disease products, and our ability to operate our business without infringing on the intellectual property rights of others.

	●	the success, timing and anticipated benefits of our strategic transactions and collaborations, including our ability to realize the expected operational, financial and commercial benefits of recently entered agreements and other strategic arrangements;

	●	our ability to attract, retain and successfully manage collaborators, suppliers and other third parties, and to realize the anticipated benefits of such relationships;

	●	our estimates regarding future expenses, revenues, capital requirements and the impact of strategic transactions, collaborations or other arrangements on our financial condition and liquidity; and

	●	the impact of recently completed or announced transactions, agreements or other strategic initiatives on our business, operations and financial condition.

In some cases, you can identify these forward-looking statements by the use of terminology such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and the negative version of these words or other comparable words or phrases, but the absence of these words does not mean that a statement is not forward-looking. These statements reflect our current views with respect to future events, are based on assumptions and are subject to risks and uncertainties. Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks in greater detail under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report on Form 10-Q. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified and some of which are beyond our control, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. Considering these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, except as required by law, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this report on Form 10-Q to conform these statements to actual results or to changes in our expectations.

You should read this report on Form 10-Q and the documents that we reference completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all forward-looking statements by these cautionary statements. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether because of any new information, future events, changed circumstances, or otherwise. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report on Form 10-Q.

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

Celularity Inc.

Unaudited Condensed Consolidated Balance Sheets

(In thousands, except share and per share amounts)

	March 31,			December 31,
	2026			2025
Assets
Current assets:
Cash and cash equivalents	$	368		$	6,175
Accounts receivable, net of allowance of $7,847 and $7,647 as of March 31, 2026 and December 31, 2025, respectively		4,781			4,653
Inventory		477			571
Prepaid expenses and other current assets		675			920
Total current assets		6,301			12,319
Property and equipment, net		54,568			55,797
Goodwill		7,347			7,347
Intangible assets, net		7,388			7,756
Right-of-use assets - operating		10,701			10,720
Restricted cash		10,109			10,197
Inventory, net of current portion		2,825			2,946
Other long-term assets		241			247
Total assets	$	99,480		$	107,329
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	$	25,100		$	26,422
Accrued expenses and other current liabilities		30,903			32,574
Short-term debt - unaffiliated		2,687			9,563
Short-term debt - related parties		4,606			4,440
Short-term debt		4,606			4,440
Short-term license obligation		3,170			2,113
Deferred revenue		4,025			5,255
Preferred stock redemption liability		—			300
Derivative liability		92			92
Total current liabilities		70,583			80,759
Deferred revenue, net of current portion		3,221			2,799
Noncurrent acquisition - related contingent consideration		1,413			1,413
Noncurrent lease liabilities - operating		26,975			26,898
Warrant liabilities		1,632			1,545
Long-term license obligation		30,642			31,699
Deferred income tax liabilities		12			12
Other liabilities		263			266
Total liabilities		134,741			145,391
Commitments and contingencies (Note 13)					-
Stockholders’ equity (deficit)
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 1,732,084 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		—			—
Common Stock, $0.0001 par value, 730,000,000 shares authorized; 29,179,751 and 28,837,787 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		3			3
Additional paid-in capital		955,345			953,418
Accumulated other comprehensive loss		—			—
Accumulated deficit		(990,609	)		(991,483	)
Total stockholders’ deficit		(35,261	)		(38,062	)
Total liabilities and stockholders’ deficit	$	99,480		$	107,329

The accompanying notes are an integral part of these condensed consolidated financial statements.

Celularity Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited)

(In thousands, except share and per share amounts)

	2026			2025
	Three Months Ended March 31,
	2026			2025
Net revenues
Product sales	$	866		$	9,018
Services		1,250			1,408
License, royalty and other		1,730			1,000
Total revenues		3,846			11,426
Operating expenses
Cost of revenues (excluding amortization of acquired intangible assets)
Product sales		172			2,506
Services		222			209
License, royalty and other		1,058			839
Cost of revenues		1,058			839
Research and development		2,994			3,728
Selling, general and administrative		9,165			14,262
Amortization of acquired intangible assets		368			368
Total operating expenses		13,979			21,912
Loss from operations		(10,133	)		(10,486	)
Other income (expense):
Interest income		62			76
Interest expense		(352	)		(2,437	)
Change in fair value of warrant liabilities		(