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.

• Pipeline includes Celularity Tendon Wrap (510(k) submitted in August 2025), FUSE Bone Void Filler (planned 510(k) in H2 2026), and Celularity Placental Matrix (planned 510(k) in H2 2027).

• Plans to expand contract manufacturing and development services for third-party cell therapy companies.

• Holds over 290 patents and patent applications protecting its platform, processes, and cell therapy programs.

Financial performance and metrics

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

• As of December 26, 2025, outstanding debt totals $4.4 million, secured by all assets.

• Faces substantial doubt regarding ability to continue as a going concern, as noted by auditors.

Use of proceeds and capital allocation

• Will not receive proceeds from the resale of shares by selling stockholders; may receive up to $28.2 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.