Celularity Inc. — Form 10-Q Summary
Reporting period: Three months ended March 31, 2026; balance-sheet comparisons are with December 31, 2025. Financial statement amounts below are in U.S. dollars. The filing was signed September 29, 2026 and includes material subsequent events.
Business context
Celularity develops placenta-derived cell therapies and operates biobanking, manufacturing and biomaterials businesses. Its strategy is to focus resources on cell therapy and manufacturing while pursuing revenue from third-party services, biobanking and retained biomaterials rights. In April 2026, it completed a NexGel transaction transferring or licensing certain degenerative-disease products and activities.
Financial performance and position
- Revenue: $3.8 million, down 66.3% from $11.4 million. Product sales fell 90.4% to $0.9 million; services declined 11.2% to $1.3 million; license, royalty and other revenue rose 73.0% to $1.7 million.
- Profit and expenses: Operating loss was $10.1 million, versus $10.5 million a year earlier. Net income was $0.9 million, or $0.02 per basic and diluted share, versus a $19.8 million net loss, or $(0.84) per share. The 2026 profit chiefly reflects $12.2 million from selling New Jersey tax-loss carryforwards; the company says operating activities would have used cash excluding those proceeds.
- Operating costs: Research and development expense decreased 19.7% to $3.0 million; selling, general and administrative expense decreased 35.7% to $9.2 million. Management attributed reductions in part to lower sales-related commissions, reduced stock compensation and headcount changes.
- Cash flow and liquidity: Operating cash flow was positive $1.4 million, compared with negative $3.0 million, including the $12.2 million tax-loss sale proceeds. Financing used $7.3 million, principally for debt repayment. Cash and cash equivalents were $0.4 million at quarter-end, down from $6.2 million; restricted cash was a separate $10.1 million. Working capital deficit was $64.3 million.
- Debt and obligations: Reported debt was $7.3 million, including $2.7 million of unaffiliated short-term debt and $4.6 million owed to related parties. A separate long-term license obligation was $30.6 million, and operating lease liabilities were $27.0 million. The company repaid a $7.0 million promissory note in February 2026.
- Equity and potential dilution: Stockholders’ deficit was $35.3 million. The filing lists 32.2 million potentially dilutive securities excluded from diluted share calculations as anti-dilutive, including 25.8 million warrants.
Material changes and outlook
- Product sales weakened amid lower Biovance 3L and Rebound sales and uncertainty about Medicare reimbursement coverage for skin-substitute products, which management said led providers and distributors to defer or limit purchases.
- The NexGel transaction’s amended consideration is described as $13.3 million: $4.8 million cash at closing, $0.6 million conditional cash, assumption of $2.9 million in employee commissions and a $5.0 million convertible note. The note was split and assigned in part to Helena and Sequence. Celularity may also earn up to $20 million in milestones, subject to conditions. A separate initial agreement description cites $35 million of aggregate consideration; the filing describes subsequent amendments and settlements.
- Management states that additional financing and revenue growth are needed; it gives no firm operating or revenue guidance. In September 2026, the company completed an initial financing closing for approximately $11 million under an agreement for up to approximately $25 million of senior secured convertible notes and warrants. Further proceeds are conditional.
- A manufacturing collaboration announced in August with MuseCell Innovations included a nonbinding estimate that purchases could exceed $300 million over five years. The filing says this is not committed orders or revenue guidance; the contemplated products are not FDA-approved.
- Going concern: Management concluded substantial doubt exists about the company’s ability to continue as a going concern for one year after issuance. It says available cash is insufficient to fund operations and obligations for the next 12 months, financing is uncertain, and revenue growth needed for break-even is not assured. Potential alternatives include curtailing operations, asset sales, a business sale or bankruptcy-related proceedings.
- Listing and controls: Nasdaq issued notices concerning late filings, market value below the $35 million requirement and a bid price below $1. The filing says compliance had not been confirmed and delisting remains possible. Management also reported ineffective disclosure controls and material weaknesses in financial reporting, including insufficient expertise, control-design and monitoring deficiencies, and privileged ERP access. It said Super User access was removed in the second quarter of 2026.
- Other risks and contingencies: A federal Civil Investigative Demand concerning claims for tissue-therapy products remains preliminary, with potential liability unclear. The filing also describes payment disputes and defaults involving Helena and other counterparties; the status and amounts of certain settlement obligations require close attention.
Most important facts for investors to verify
- Current cash, near-term cash needs and debt maturities, and whether the September financing’s remaining potential proceeds are available and on what terms.
- The status of Helena’s asserted defaults and settlement, including any claimed conversion or acceleration rights; the filing contains differing descriptions of the settlement’s payment status.
- Actual cash received and obligations transferred under the NexGel transaction, amounts assigned to Sequence and Helena, and the conditions and timing for any milestone payments.
- Nasdaq compliance status, deadlines and potential consequences of continued filing, market-value or bid-price deficiencies.
- Whether reimbursement conditions and customer demand improve enough to stabilize biomaterials sales, and the actual level of manufacturing demand under the MCI collaboration.
- Progress in remediating material weaknesses and the timing of subsequent SEC filings.