Celularity Inc

Listed Company

CELUWCIK 0001752828NasdaqEmerging GrowthPharmaceutical PreparationsDelawareFY ends Dec 31

Period

FY 2025

Revenue

$26.55M

Net Income

$-91.72M

Total Assets

$107.33M

Equity

$-38.06M

Shares Out

28.95M

Op. Cash Flow

$-13.25M

Business

Celularity Inc is a regenerative and cellular medicines company that develops and sells placental-derived biomaterials and allogeneic cell therapy candidates. Its main products and services include advanced biomaterial allografts (e.g., Biovance 3L, Rebound, Interfyl, CentaFlex), investigational placental-derived cell therapies and exosomes (MLASCs, NK cells, CAR-T candidates, pEXO), contract manufacturing and development services, and fee-based biobanking. Its operations are organized around advanced biomaterials, cellular therapeutics, biobanking and manufacturing/CMO services. The company distributes products through direct sales and distribution partners primarily in the United States and seeks broader global distribution channels.

Summary from filing dated 2025-05-08

Financials

Consolidated Statement of Income

Year Ended · In millions, except per-share amounts

Concept	FY 2025 2025-12-31	FY 2024 2024-12-31	FY 2023 2023-12-31	FY 2022 2022-12-31	FY 2021 2021-12-31
Total revenues	27	54	23	18	21
Cost of revenues	20	15	16	—	—
Research and development	15	17	30	78	88
Selling, general and administrative	51	59	51	66	71
Change in fair value of contingent consideration liability	—	−193,000	−104	—	—
Amortization of acquired intangible assets	1	2	2	2	2
Total operating expenses	88	93	215	44	130
Loss from operations	−61	−38	−192	−26	−109
Interest income	262,000	331,000	320,000	365,000	332,000
Interest expense	−7	−6	−3	—	−3
Change in fair value of warrant liabilities	−3	398,000	6	42	13
Change in fair value of derivative liability	65,000	—	—	—	—
Change in fair value of debt	−2	−492,000	−1	−3	—
Loss on debt extinguishment	−6	−4	—	—	—
Amortization of licensing obligation premium	2	—	—	—	—
Loss on issuance of convertible notes with warrants	−2	—	—	—	—
Impairment of preferred stock investment	−3	—	108	—	—
Compliance fees and other expense, net	−9	−10	—	—	—
Total other expense	−30	−20	−4	40	9
Loss before income taxes	−92	−58	−196	14	−100
Income tax expense (benefit)	3,000	—	10,000	13,000	20,000
Net loss	−92	−58	−196	14	−100
Deemed dividend relating to inducement of Dragasac warrants	−64,000	—	—	—	—
Paid-in kind preferred stock dividend	−20,000	—	—	—	—
Net loss attributable to common shareholders	−92	−58	—	—	—
Net loss per share - basic	−3.59	−2.64	−11.02	1.01	−1.49
Net loss per share - diluted	−3.59	−2.64	−11.02	0.95	−1.49
Weighted average shares outstanding - basic	26	22	18	14	67
Weighted average shares outstanding - diluted	26	22	18	15	67
Change in fair value of debt due to change in credit risk	5,000	−5,000	—	—	—
Comprehensive loss	−92	−58	−196	14	−100

Consolidated Balance Sheet

As of · In millions, except per-share amounts

Concept	FY 2025 2025-12-31	FY 2024 2024-12-31	FY 2023 2023-12-31	FY 2023 2023-07-31	FY 2022 2022-12-31
Cash and cash equivalents	6	738,000	227,000	—	14
Accounts receivable, net of allowance of $7,647 and $6,294 as of December 31, 2025 and 2024, respectively	5	14	10	—	4
Inventory	571,000	5	6	—	5
Prepaid expenses and other current assets	920,000	857,000	2	—	7
Total current assets	12	21	20	—	34
Property and equipment, net	56	62	68	—	76
Goodwill	7	7	7	—	120
Intangible assets, net	8	9	11	—	121
Right-of-use assets - operating	11	11	11	—	13
Restricted cash	10	10	10	—	15
Inventory, net of current portion	3	13	17	—	23
Other long-term assets	247,000	270,000	337,000	—	376,000
Total assets	107	133	144	—	401
Accounts payable	26	23	14	—	6
Accrued expenses and other current liabilities	33	20	8	—	9
Short-term license obligation	2	—	—	—	—
Deferred revenue	5	4	3	—	2
Preferred stock redemption liability	300,000	—	—	—	—
Derivative liability	92,000	—	—	—	—
Total current liabilities	81	54	67	—	62
Deferred revenue, net of current portion	3	3	3	—	2
Noncurrent acquisition - related contingent consideration	1	1	—	—	—
Noncurrent lease liabilities - operating	27	27	26	—	28
Warrant liabilities	2	3	4	511,000	4
Long-term license obligation	32	—	—	—	—
Deferred income tax liabilities	12,000	9,000	9,000	—	9,000
Other liabilities	266,000	280,000	294,000	—	321,000
Total liabilities	145	124	103	—	202
Commitments and contingencies (Note 15)	—	—	—	—	—
Preferred stock, $0.0001 par value, 10,000,000 shares authorized; 1,732,084 and 0 shares issued and outstanding as of December 31, 2025 and 2024, respectively	—	—	—	—	—
Common Stock, $0.0001 par value, 730,000,000 shares authorized; 28,837,787 and 22,546,671 shares issued and outstanding as of December 31, 2025 and 2024, respectively	3,000	2,000	19,000	—	15,000
Additional paid-in capital	953	909	883	—	844
Accumulated other comprehensive loss	—	−5,000	—	—	9,000
Accumulated deficit	−991	−900	−842	—	−645
Total stockholders(deficit) equity	−38	9	41	—	199
Total liabilities and stockholders(deficit) equity	107	133	144	—	401

Consolidated Statement of Cash Flows

Year Ended · In millions, except per-share amounts

Concept	FY 2025 2025-12-31	FY 2024 2024-12-31	FY 2023 2023-12-31	FY 2022 2022-12-31	FY 2021 2021-12-31
Depreciation and amortization	7	8	9	9	9
Non cash lease expense	110,000	160,000	−13,000	−59,000	—
Gain on amortization of licensing obligation	−2	—	—	—	—
Provision for credit losses	1	457,000	1	2	298,000
Inventory reserve for obsolescence	−102,000	−186,000	—	904,000	—
Inventory impairment	4	466,000	5	—	—
Loss on issuance of common stock to Yorkville in connection with the Side Letter	382,000	—	—	—	—
Loss on issuance of common stock in connection with the settlement of debt	73,000	—	—	—	—
Issuance of warrants for Strategic Advisory Agreement	1	—	—	—	—
Issuance of common stock due to Strategic Advisory Agreement	108,000	—	—	—	—
Issuance of warrants to preferred stockholders in consideration of forbearance agreement	49,000	—	—	—	—
Gain on forgiveness of interest	−991,000	—	—	—	—
Share-based compensation expense	10	12	15	16	40
Director fees paid with RSUs	264,000	—	—	—	—
Issuance of common stock to Palantir as consideration for settlement agreement	—	175,000	—	—	—
Issuance of common stock to Yorkville for debt extension and SEPA commitment fee	—	317,000	712,000	—	—
Issuance of common stock for consulting expense	705,000	158,000	—	—	—
Change in fair value of contingent stock consideration	—	−193,000	−159,000	186,000	—
Non cash interest expense	5	4	—	—	—
Other, net	—	300,000	4	−37,000	3
Accounts receivable	8	−4	−7	−4	−2
Inventory	10	6	−865,000	−17	−6
Prepaid expenses and other assets	−40,000	905,000	6	49,000	3
Accounts payable	3	9	8	−3	3
Accrued expenses and other liabilities	13	13	−1	−3	−2
Accrued R&D software	—	−4	−4	—	—
Lease liabilities	350,000	371,000	275,000	—	—
Deferred income tax liabilities	3,000	—	—	—	—
Deferred revenue	−1	235,000	2	425,000	—
Net cash used in operating activities	−13	−6	−39	−138	−110
Capital expenditures	—	−161,000	−1	−5	−6
Rebound asset acquisition	—	−2	—	—	—
Proceeds from Sanuwave convertible note receivable	—	2	—	—	—
Net cash provided by investing activities	—	514,000	−4	−5	−6
Transaction costs related to the issuance of promissory notes with warrants	−40,000	—	−2	−3	−11
Proceeds from Issuance of promissory notes with warrants	10	—	—	—	—
Proceeds from warrants and short-term debt - related parties	—	15	18	—	—
Proceeds from issuance of short-term debt - unaffiliated	—	4	2	—	—
Repayment of short-term debt - unaffiliated	—	−17	−17	—	—
Payment of SEPA commitment fee	—	−25,000	—	—	—
Proceeds from the sale of common stock in June 2025 PIPE	1	—	—	—	—
Proceeds from the sale of common stock and warrants in July 2025 PIPE	2	—	—	—	—
Proceeds from related party note with KTL Warrant	7	—	—	—	5
Proceeds from the exercise of stock options	108,000	58,000	304,000	862,000	638,000
Cash proceeds from merchant cash advance	3	—	—	—	—
Repayment of merchant cash advance	−3	—	—	—	—
Proceeds from the exercise of warrants by Dragasac	2	—	—	—	—
Repayment of short-term debt - related party	−121,000	−146,000	−17	—	—
Proceeds from issuance of preferred stock with warrants in PIPE Offering	2	6	—	—	—
Tax withholding on vesting of restricted stock units	−193,000	−434,000	−101,000	−132,000	—
Repayment of related party notes	−6	—	—	—	−5
Net cash provided by financing activities	19	7	24	120	99
Net increase (decrease) in cash, cash equivalents and restricted cash	5	814,000	−19	−23	−17
Cash paid for interest	3	144,000	1	—	146,000
Cash paid for income taxes	52,000	—	—	—	—
Residual fair value of warrants issued with promissory notes	336,000	—	—	—	—
Reclass of redemption value of preferred shares from equity to liability	300,000	—	—	—	—
Conversion of unsecured senior convertible note	922,000	—	—	—	—
Conversion of Yorkville convertible note	3	—	—	—	—
Common stock issued for short-term debt conversion	—	2	5	4	—
Exchange of IP assets for license obligation	36	—	—	—	—
Preferred stock received for product purchase credits	3	—	—	—	—
Property and equipment included in accounts payable and accrued expenses	—	−87,000	−223,000	−683,000	−970,000
Reclassification of RWI Bridge warrants from liability classified to equity classified	9	—	—	—	—
Reclassification of November 2024 Purchaser and Placement Agent warrants from liability classified to equity classified	501,000	—	—	—	—
Reclassification of KTL Warrants from liability classified to equity classified	9	—	—	—	—
Issuance of RWI warrants and extinguishment of promise to issue warrants liability	1	—	—	—	—
Deemed dividend relating to inducement of Dragasac warrants	64,000	—	—	—	—
Settlement of contingent stock consideration liability	27,000	—	—	—	—
Paid-in kind preferred stock dividends	20,000	—	—	—	—
Modification of C.V. Starr warrants in connection with forbearance	—	51,000	—	—	—
Issuance of RWI warrants in connection with forbearance	—	1	—	—	—
Inventory acquired in connection with Rebound asset acquisition	—	2	—	—	—
Reclassification of warrants from liability classified to equity classified	—	3	—	—	—
Assumption of short-term debt - unaffiliated by related party	—	2	—	—	—

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