CELU Celularity Inc

Celularity Inc. (Nasdaq: CELU) (the “Company”), a regenerative medicine company developing and commercializing placental-derived technologies, today announced that it has received a formal notice from the Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) on October 16, 2024, indicating that the Company is subject to delisting due to its inability to timely file its Forms 10-Q for the the periods ended March 31, 2024, and June 30, 2024 (the “Forms 10-Q”) within the prescribed 180-day compliance period. Nasdaq’s notice has no immediate effect on the listing of the Company’s common stock and warrants, which continue to trade on the Nasdaq Capital Market under the symbols “CELU” and “CELUW”, respectively.

The Company will appeal the determination with the Nasdaq Hearings Panel prior to October 24, 2024, and request a hearing to present its plan to regain compliance and, if necessary, request a stay of suspension pending the hearing. However, there can be no assurance that Nasdaq will accept the plan, that the Company will regain compliance within any additional compliance period, or that the Company will maintain compliance with the other Nasdaq listing requirements.

The Company remains committed to regaining full compliance with Nasdaq’s listing requirements. The Company has filed its annual report on Form 10-K for fiscal year 2023 within the compliance period and its quarterly report on Form 10-Q for the first quarter 2024 on October 16, 2024. Additionally, the Company intends to file its Form 10-Q for the second quarter 2024 within the coming weeks.

Robert J. Hariri, MD, PhD, Chairman and CEO of the Company, commented, "Like many companies operating in our sector, we have faced significant financial challenges over the years, which affected our ability to file financial reports on time. It’s important to note that these delays are not due to any accounting irregularities or issues, but rather reflect the limitations imposed by our liquidity constraints and the stretched capacity of our internal resources. We remain confident in the path forward, particularly with the recently announced acquisition of the Rebound™ product, which will meaningfully enhance our cash position and provide a stronger foundation for operational stability. With this strengthened financial outlook, we do not expect similar delays to occur in the future."

The Company remains dedicated to meeting its reporting obligations and is working diligently with its auditors to complete the necessary filings. The Company will provide further updates as developments occur.

About Celularity Celularity Inc. (Nasdaq: CELU) is a regenerative medicine company developing and commercializing advanced biomaterial products and allogeneic, cryopreserved, placental-derived cell therapies, all derived from the postpartum placenta. Its therapeutic programs 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 believes that by harnessing the placenta’s unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies.   For more information, visit www.celularity.com.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as well as within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, you can identify forward-looking statements by 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 of terms like these or other comparable terminology, and other words or terms of similar meaning. The forward-looking statements in this press release include express or implied statements regarding the expected timing of the Company’s filing of its quarterly report for the period ending June 30, 2024 on Form 10-Q, the potential submission of a plan to the Nasdaq Hearings Panel, the potential for Nasdaq to accept such plan or grant the Company any exception period, the Company’s ability to regain compliance with the Nasdaq continued listing standards, the Company’s financial outlook, and expectations regarding delays in future filings. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including but not limited to: the Company’s liquidity situation; the volatility in the Company’s stock price; inherent risks in biotechnological development, including with respect to the development of novel advanced biomaterials; and the regulatory approval process; 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 the Company does not presently know, or that the Company currently believes 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 the Company’s 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 the Company’s views as of any subsequent date, and the Company undertakes 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 Contacts:Raquel Cona / Michaela FawcettKCSA Strategic Communicationsrcona@kcsa.com / mfawcett@kcsa.com