Celularity (CELU) Registration Filing summary

Company overview and business model

• Focuses on regenerative and cellular medicines targeting aging-related diseases, cancer, and degenerative disorders using placental-derived allogeneic biomaterial products and cell therapies.

• Commercializes Biovance 3L, a tri-layer decellularized amniotic membrane for soft tissue repair, and operates a biobanking business for birth byproducts.

• Pursues new product development, including Celularity Tendon Wrap, FUSE Bone Void Filler, and Celularity Placental Matrix, with regulatory filings planned through 2027.

• Offers contract manufacturing and development services for third-party cell therapy companies.

• Holds over 290 patents and patent applications supporting its technology and product pipeline.

Financial performance and metrics

• Has incurred net losses in every period since inception and anticipates continued substantial net losses.

• Historical operating results raise substantial doubt about the ability to continue as a going concern.

• Substantial indebtedness is secured by all assets, with debt payments impacting liquidity and operations.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by selling stockholders; may receive up to $31.9 million if all warrants are exercised for cash.

• Intends to retain capital resources for reinvestment in the business and does not anticipate paying cash dividends.