CELU Celularity Inc

Celularity Inc. (Nasdaq: CELU) (the “Company”), a regenerative and cellular medicine company developing placental-derived allogeneic cell therapies and advanced biomaterial products, announced that on August 22, 2024, the Company received notification from the Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Form 10-Q for the quarter ended June 30, 2024 (“Q2 2024 Form 10-Q”), and because the Company remains delinquent in filing its Form 10-Q for the quarter ended June 30, 2024 (“Q2 2024 Form 10-Q”), it does not comply with the Nasdaq continued listing requirements which require listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. Nasdaq’s notice has no immediate effect on the listing of Celularity’s common stock and warrants, which continue to trade on the Nasdaq Capital Market under the symbols “CELU” and “CELUW”, respectively.

The Company is required to submit to Nasdaq a plan to regain compliance with respect to its delinquent reports by no later than September 6, 2024, and if accepted, the Company has until October 14, 2024, to implement the plan to regain compliance. The Company intends to submit a plan to Nasdaq by no later than September 6, 2024 and will evaluate available options to regain compliance within the compliance period. However, there can be no assurance that Nasdaq will accept the plan, the Company will regain compliance within the compliance period, or maintain compliance with the other Nasdaq listing requirements.

The Company is working diligently to file its Q1 2024 Form 10-Q and its Q2 2024 Form 10-Q.

About Celularity 

Celularity Inc. (NASDAQ: CELU) is an innovative regenerative and cellular medicine company. It is developing and commercializing advanced biomaterial products and allogeneic, cryopreserved, placental-derived cell therapies, all derived from the postpartum placenta. What sets Celularity apart is its therapeutic programs that target aging-related diseases, including degenerative diseases, cancer, and immune disorders, using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified natural killer (NK) cells. Celularity’s unique approach, harnessing the placenta’s biology and ready availability, is paving the way for therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as well as within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding: (i) our 2023 sales and sales growth relative to prior periods; (ii) our expected 2024 sales and sales growth relative to prior periods; (iii) our future sales or sales growth; (iv) our 2024 financial goals and expectations for future financial results, including levels of net sales; (v) our expectations regarding our new products; and (vi) demand for our products. Forward-looking statements include all statements that are not historical facts and all statements relating to future events, including expectations regarding our operational and efficiency initiatives, our strategy, expected net revenue per unit, forecasted results, and expectations regarding the effect of our actions to improve performance. These forward-looking statements reflect our current expectations and projections with respect to, among other things, the Company’s financial condition, results of operations, plans, objectives, strategy, future performance, and business. In some cases, you can identify forward-looking statements by terminology that may precede, follow or include the words “aim,” “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “project,” “projection,” “seek,” “should,” “strive,” “target,” “will,” “would,” “will,” and the negative of terms like these or other comparable terminology, and other words or terms of similar meaning.

The forward-looking statements in this press release are subject to risks and uncertainties and we caution against placing undue reliance on such statements. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including but not limited to: our future sales are uncertain and are affected by competition, access to customers, patient access to healthcare providers, the reimbursement environment, and many other factors beyond our ability to control; we may change our plans due to unforeseen circumstances; the regulatory status of our advanced biomaterial products; our ability to develop and maintain sales and marketing capabilities, whether alone or with potential future collaborators; our ability to sell our advanced biomaterial products in other countries depends on a number of factors including the local reimbursement environment, the regulatory status of our advanced biomaterial products, and our ability to establish and manage a third party distribution relationships; the risks associated with our current liquidity as well as developments relating to our competitors and industry, along with those risk factors set forth under the caption “Risk Factors” in the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on July 30, 2024, and other filings with the SEC.

If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that we do not presently know, or that we currently believe are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, these forward-looking statements reflect our current expectations, plans, or forecasts of future events and views as of the date of this communication. Subsequent events and developments could cause assessments to change. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we undertake no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Investor Contact:Carlos RamirezSenior Vice President, Celularity Inc.Carlos.ramirez@celularity.com

Media Contact:Raquel Cona / Michaela FawcettKCSA Strategic Communicationsrcona@kcsa.com / mfawcett@kcsa.com