Celularity Inc. 8-K Summary
Business Context and Reporting Period
This Form 8-K was filed by Celularity Inc. on June 12, 2026, reporting an event that occurred on June 9, 2026. The Company is an emerging growth company incorporated in Delaware with its principal executive offices in Florham Park, New Jersey. Its Class A Common Stock (CELU) and Warrants (CELUW) are listed on The Nasdaq Stock Market LLC.
Key Financial Metrics
The filing does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. The only financial metric disclosed is the Company's Market Value of Listed Securities (MVLS), which has been below the required minimum of $35 million for the 30 consecutive business days preceding the notice date.
Material Changes
On June 9, 2026, the Company received written notice from Nasdaq stating it failed to meet the MVLS Requirement of $35 million for continued listing on the Nasdaq Capital Market. This notice does not result in immediate delisting but initiates a compliance period.
Outlook, Risks, and Contingencies
- Compliance Period: Nasdaq has granted the Company 180 calendar days, until December 7, 2026, to regain compliance.
- Compliance Criteria: To regain compliance, the MVLS must meet or exceed $35.0 million for a minimum of 10 consecutive business days during the grace period.
- Alternative Options: The Company may consider increasing stockholders' equity to at least $2.5 million as an alternative path to compliance.
- Risks: There is no assurance the Company will successfully maintain its listing. Failure to comply by the deadline will result in a delisting notification, at which point the Company may appeal.
Key Facts for Investor Verification
- Verify the current market capitalization and whether it has recovered to the $35 million threshold.
- Monitor the Company's stock price volatility over the next 10 consecutive business days to assess compliance progress.
- Review subsequent filings for any announcements regarding equity raises or other capital actions intended to meet the $2.5 million stockholders' equity alternative.
- Confirm the status of the 180-day compliance window and any potential extensions requested from Nasdaq.