[{"_1":2,"_3":-5,"_4":-5},"loaderData",{"_5":6,"_7":8},"actionData","errors","root",{"_100":101},"en-item",{"_9":10,"_10":11},"kind","item",{"_12":13,"_14":15,"_16":17,"_18":19,"_20":21,"_22":23,"_24":25,"_26":27,"_28":29,"_30":31,"_32":31,"_33":34,"_35":36,"_37":38,"_39":40,"_41":42,"_43":44,"_45":46,"_47":-5,"_48":49,"_50":-5,"_51":-5,"_52":53,"_54":55,"_56":57,"_58":42,"_59":42,"_60":61,"_62":42,"_63":64},"id","j0nzpwkyljv4jomuni159ve7k","revision",2,"title","Celularity披露截至2026年6月30日的季度及六个月财务信息，并提示持续经营重大不确定性","originalTitle","Celularity Inc (0001752828) (Filer)","summary","Celularity披露截至2026年6月30日的六个月净亏损1,437万美元、营收928万美元，同比下降45.9%；期末累计亏损9.899亿美元、营运资金赤字5,330万美元，并称现有现金不足以支持未来12个月运营。公司还披露纳斯达克关于未按时提交10-Q的通知及内部控制重大缺陷。材料列出NexGel资产转让、可转换票据融资等事项，并提示持续经营和债务履约风险。","reason","材料披露了公司持续经营不确定性、流动性压力及纳斯达克合规通知，也列示了报告期财务数据和融资、资产交易事项。","source",{"_12":91,"_92":93,"_9":94,"_95":42,"_96":97,"_98":99},"links",{"_88":89,"_78":90},"publishedAt","2026-10-20T21:08:32.000Z","discoveredAt","2026-10-20T21:14:36.114Z","timelineAt","category","ai-products","tags",[84,85,86,87],"stockSymbols",[83],"score",80,"selected",true,"channel","news","story",{"_73":74,"_16":75},"x","readingMode","full","author","language","body",{"_64":77,"_78":-5,"_79":80,"_81":82},"outline",[],"relatedStories",[76],"indexable","markdownAvailable","group",{"_65":66,"_45":67,"_68":69,"_70":71,"_72":71},"hasTranslation","bodyLanguage","zh","factId","f9GFwXpMTsPE",{"_73":74,"_16":75},"reportCount",1,"additionalSourceCount",0,"developmentCount","publicId","3c638cf5-5e96-4d85-a6f7-95b7ef06dba2","Celularity财务困境与风险提示",{"_73":74,"_16":75},"

美国

证券交易委员会

华盛顿，\nD.C. 20549

表格\n10-Q

(选择一项)

\n \n \n \n

☒	季度\n 报告，根据《1934年证券交易法》第13条或第15(d)条

截至\n 2026年6月30日的季度

或

\n \n \n \n

☐	过渡\n 报告，根据《1934年证券交易法》第13条或第15(d)条

截至\n 期间从到

委员会\n 文件编号： 001-38914

细胞科技公司\nInc.

(注册人章程中指定的名称)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

特拉华州		83-1702591
(州\n 或其他司法管辖区 \n 的\n 成立或组织)		(IRS\n 雇主 \n 识别\n 号)

170 Park Ave， Florham\n Park， NJ		07932
(主要执行办公室地址)		(邮政编码)

(908)\n768-2170

(注册人的电话号码，包括区号)

根据《法案》第12(b)条注册的证券：

\n \n \n \n \n \n \n \n \n \n \n \n \n

每类的名称		交易\n 符号		每种交易所的名称
普通股A类，面值每股0.0001美元		CELU		纳斯达克\n 股票市场有限责任公司

通过勾选方框表明注册人（1）是否已提交根据《证券交易法》第13条或第15(d)条在前12个月内（或注册人需要提交此类报告的较短期间）要求提交的所有报告，以及（2）是否在过去90天内受到此类提交要求的约束。是 ☒ 否 ☐

通过勾选方框表明注册人是否在前12个月内（或注册人需要提交此类文件的较短期间）根据规则405（第232.405条）提交了所有要求提交的交互式数据文件。是 ☒ 否 ☐

通过勾选方框表明注册人是否为大型加速提交者、加速提交者、非加速提交者、较小报告公司或新兴成长公司。请参见《交易法》第12b-2条中“大型加速提交者”、“加速提交者”、“较小报告公司”和“新兴成长公司”的定义。

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

大型加速提交者	☐	加速提交者	☐

非加速提交者	☒	较小报告公司	☒

		新兴成长公司	☐

如果为新兴成长公司，请通过勾选方框表明注册人是否选择不使用根据《交易法》第13(a)条提供的任何新修订的财务会计标准的延长过渡期。 ☐

通过勾选方框表明注册人是否为壳公司（根据《交易法》第12b-2条的定义）。是 ☐ 否 ☒

截至2026年10月19日，注册人已发行32,450,679股A类普通股，每股面值为0.0001美元。

		页码
第一部分。	财务信息
第1项。	未经审计的财务报表	1
	截至2026年6月30日和2025年12月31日的合并资产负债表	1
	截至2026年6月30日和2025年6月30日的三个月和六个月的合并损益表及全面收益（亏损）	2
	截至2026年6月30日和2025年6月30日的三个月和六个月的股东权益（赤字）变动合并报表	3
	截至2026年6月30日和2025年6月30日的六个月的合并现金流量表	4
	未经审计的合并财务报表附注	5
第2项。	管理层讨论与分析	27
第3项。	关于市场风险的定量和定性披露	37
第4项。	内部控制和程序	37
第二部分。	其他信息
第1项。	法律诉讼	38
第1A项。	风险因素	38
第2项。	未注册的股权证券销售及资金用途	38
第3项。	高级证券违约	38
第4项。	矿山安全披露	38
第5项。	其他信息	38
第6项。	附件	38
	签名	39

除非上下文另有说明，本季度报告中对“公司”、“Celularity”、“我们”、“我们”、“我们的”以及类似术语的引用均指Celularity Inc.及其合并子公司。

本10-Q季度报告还包含其他公司的注册商标、商标和商号。Celularity Inc.拥有在本季度报告中出现的Celularity标志、Celularity IMPACT、Biovance、Interfyl、Lifebank、CentaFlex及其他Celularity Inc.的商标或服务标志的独家使用权。本报告中出现的其他商标、注册商标和商号均为其各自所有者的财产。

关于前瞻性声明的特别说明

本表中的某些陈述根据《1933年证券法》（经修订）第27A条或《证券法》，以及《1934年证券交易法》（经修订）第21E条或《交易法》的含义构成前瞻性声明。前瞻性声明涉及对未来的期望、信念、预测、未来计划和策略、预期事件或趋势以及类似表达，这些内容涉及非历史事实。这些声明涉及我们的未来事件，包括我们预期的运营、研究、开发和商业化活动、临床试验、经营成果和财务状况。前瞻性声明涉及已知和未知的风险、不确定性和其他因素，这些因素可能导致我们的实际结果、表现或成就与前瞻性声明中明示或暗示的任何未来结果、表现或成就有重大差异。前瞻性声明可能包括但不限于以下内容：

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	我们细胞疗法候选产品开发活动和临床试验的成功、成本、时间安排和潜在适应症，以及我们扩大生物材料业务的能力，以及利用我们在细胞疗法开发和制造方面的核心技术专长，通过为第三方提供合同制造和开发服务来产生收入；

	●	我们治疗候选产品和生物材料产品市场的规模，以及我们服务这些市场的能力；

	●	我们在美国和外国国家计划中的临床试验的启动、招募和完成时间；

	●	我们获得和维持我们计划开发的任何适应症中治疗候选产品的监管批准的能力，以及任何相关限制、限制和/或批准治疗产品的标签中的警告；

	●	我们获得资金的能力，包括完成我们任何治疗候选产品的临床试验所需的资金；

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	我们研究、开发、制造和商业化我们的治疗候选产品以及我们的退行性疾病产品的能力和计划；

	●	我们吸引和留住具有开发、监管和商业化专长的合作伙伴的能力；

	●	我们成功商业化我们的治疗候选产品和生物材料产品的能力，以及这些治疗产品和生物材料产品获得报销的能力；

	●	我们开发和维持销售和营销能力的能力，无论是否与潜在的未来合作伙伴一起；

	●	我们对未来费用、收入、资本需求和额外融资需求的估计；

	●	我们对现金和其他资源的使用；

	●	我们对我们能够获得和维持并保护我们在治疗候选产品、退行性疾病产品方面的许可，以及我们对我们治疗候选产品、退行性疾病产品和我们能够不侵犯他人知识产权的情况下运营我们业务的期望。

	●	我们战略交易和合作的成功、时机及预期收益，包括我们实现最近签署的协议和其他战略安排的预期运营、财务和商业收益的能力；

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	●	我们吸引、保留并成功管理合作伙伴、供应商和其他第三方的能力，以及从这些关系中实现预期收益的能力；

	●	我们对未来支出、收入、资本需求以及战略交易、合作或其他安排对公司财务状况和流动性的影响的估计；以及

	●	最近完成或宣布的交易、协议或其他战略举措对公司业务、运营和财务状况的影响。

在某些情况下，您可以通过使用诸如“预期”、“相信”、“可以”、“考虑”、“继续”、“可能”、“估计”、“期望”、“预测”、“打算”、“可能”、“前景”、“计划”、“可能”、“潜在”、“预测”、“计划”、“寻求”、“应该”、“努力”、“目标”、“将”、“会”等术语，或这些词的否定形式或其他类似词语或短语来识别这些前瞻性声明，但这些词语的缺失并不意味着该声明不是前瞻性声明。这些声明反映了我们对未来事件的当前观点，基于假设，并受风险和不确定性的制约。鉴于这些风险和不确定性，您不应过度依赖这些前瞻性声明。我们在本10-Q报告中“风险因素”和“管理层讨论与分析财务状况和经营成果”部分更详细地讨论了这些风险。由于前瞻性声明本质上受风险和不确定性的制约，其中一些风险和不确定性无法预测或量化，一些超出我们的控制范围，因此您不应将这些前瞻性声明视为对未来事件的预测。我们前瞻性声明中反映的事件和情况可能无法实现或发生，实际结果可能与前瞻性声明中预测的结果有重大差异。

此外，我们所处的环境竞争激烈且变化迅速。有时会出现新的风险。我们的管理层无法预测所有风险，也无法评估所有因素对我们业务的影响，或无法评估任何因素或因素组合可能对实际结果与前瞻性声明中包含的任何结果产生重大差异的程度。考虑到这些风险、不确定性和假设，本报告中讨论的前瞻性事件和情况可能不会发生，实际结果可能与前瞻性声明中预期或暗示的结果有重大且不利的差异。

您不应依赖前瞻性声明作为未来事件的预测。尽管我们认为前瞻性声明中反映的期望是合理的，但我们无法保证前瞻性声明中反映的未来结果、活动水平、业绩或事件和情况能够实现或发生。此外，除法律要求外，我们或任何其他人不对前瞻性声明的准确性或完整性承担任何责任。我们没有义务在本10-Q报告日期后，因任何原因对公开的前瞻性声明进行更新，以使这些声明与实际结果或我们期望的变化保持一致。

您应完整阅读本10-Q报告以及我们引用的文件，并理解我们的实际未来结果可能与我们预期的有重大不同。我们通过这些警示性陈述对所有前瞻性声明进行限定。除适用法律要求外，我们不计划公开更新或修订本文件中的任何前瞻性声明，无论是因为新信息、未来事件、情况变化或其他原因。请读者谨慎不要过度依赖前瞻性声明，这些声明仅反映本10-Q报告的日期。

iii

第一部分—财务信息

第1项。财务报表。

细胞公司

未经审计的合并资产负债表

（以千为单位，除每股金额外）

	2026年6月30日			2025年12月31日
	2026			2025
资产
流动资产：
现金及现金等价物	$	586			$	6,175
应收账款，扣除$7,884和$7,647的坏账准备，分别截至2026年6月30日和2025年12月31日		4,681				4,653
存货		718				571
预付费用和其他流动资产		463				920
流动资产合计		6,448				12,319
固定资产，净值		53,383				55,797
商誉		7,347				7,347
无形资产，净值		6,334				7,756
经营性使用权资产		10,684				10,720
受限现金		9,808				10,197
存货，扣除流动部分		1,925				2,946
其他长期资产		238				247
资产总计	$	96,167			$	107,329
负债和股东权益（赤字）
流动负债：
应付账款	$	14,578			$	26,422
应计费用和其他流动负债		24,894				32,574
非关联方短期债务		3,862				9,563
关联方短期债务		5,105				4,440
短期债务		5,105				4,440
短期特许权使用费义务		4,227				2,113
递延收入		5,130				5,255
优先股赎回负债		1,942				300
衍生品负债		-				92
流动负债合计		59,738				80,759
递延收入，扣除流动部分		13,070				2,799
非流动收购相关或有对价		1,413				1,413
非流动租赁负债—经营性		27,054				26,898
认股权证负债		567				1,545
长期特许权使用费义务		29,585				31,699
递延所得税负债		12				12
其他负债		259				266
负债总计		131,698				145,391
承诺和或有事项（第13号注释）		-				-
股东权益（赤字）
优先股，面值$0.0001，授权股数10,000,000股；截至2026年6月30日和2025年12月31日分别发行和流通股数为0和1,732,084股		—				—
普通股，面值$0.0001，授权股数730,000,000股；截至2026年6月30日和2025年12月31日分别发行和流通股数为29,283,614和28,837,787股		3				3
额外支付资本		954,369				953,418
其他综合亏损累计额		—				—
累计亏损		(989,903	)			(991,483	)
股东权益（赤字）总计		(35,531	)			(38,062	)
总负债和股东权益（赤字）	$	96,167			$	107,329

附注是这些简要合并财务报表的组成部分。

Cellularity\nInc.

简要合并损益表和全面收益（亏损）（未经审计）

（以千为单位，除每股金额外）

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026			2025			2026		2025
	截至6月30日的三个月			截至6月30日的六个月
	2026			2025			2026		2025
净收入
产品销售	$	4,061			$	2,379		$	4,927		$	11,397
服务		652				1,275			1,902			2,683
许可、特许权使用费和其他		719				2,082			2,449			3,082
总收入		5,432				5,736			9,278			17,162
运营费用
收入成本（不包括收购的无形资产摊销）
产品销售		2,071				2,550			2,243			5,056
服务		227				220			449			429
许可、特许权使用费和其他		49				2,472			1,107			3,311
收入成本		49				2,472			1,107			3,311
研究和开发		2,028				3,352			5,022			7,080
销售、一般及行政费用		4,940				12,634			14,105			26,896
收购的无形资产摊销		354				372			722			740
总运营费用		9,669				21,600			23,648			43,512
运营亏损		(4,237	)			(15,864	)		(14,370	)		(26,350	)
其他收入（支出）：
利息收入		11				62			73			138
利息支出		(177	)			(1,943	)		(529	)		(4,380	)
认股权证负债公允价值变动		1,065				(1,276	)		978			(1,034	)
SLS和解收益		6,730				-			6,730			-
Helena和解亏损		(2,500	)			-			(2,500	)		-
债务公允价值变动		(175	)			(1,075	)		(341	)		(1,087	)
债务注销亏损		-				-			-			(5,736	)
新泽西州州税亏损收益的出售		-				-			12,159			-
其他支出，净额		(11	)			(4,428	)		(620	)		(5,829	)
其他收入（支出）总计		4,943				(8,660	)		15,950			(17,928	)
税前收入（亏损）		706				(24,524	)		1,580			(44,278	)
所得税费用（收益）		-				—			—			—
净收入（亏损）	$	706			$	(24,524	)	$	1,580		$	(44,278	)
与Dragasac认股权证激励相关的认定股息		-				-			-			(64	)
分配给参与性认股权证的收益		(160	)			-			(359	)		-
归属于普通股东的净收入（亏损）	$	546			$	(24,524	)	$	1,221		$	(44,342	)
每股信息：
基本每股净收入（亏损）	$	0.02			$	(1.02	)	$	0.04		$	(1.86	)
基本加权平均股数		29,204,376				24,020,193			29,136,603			23,775,535
稀释每股净收入（亏损）	$	0.02			$	(1.02	)	$	0.04		$	(1.86	)
稀释加权平均股数		29,344,664				24,020,193			29,348,929			23,775,535

净收入（亏损）	$	706			$	(24,524	)	$	1,580		$	(44,278	)
其他综合收益（亏损）
由于信用风险变化导致的债务公允价值变动，税后		-				(3	)		—			2
全面收益（亏损）	$	706			$	(24,527	)	$	1,580		$	(44,276	)

附注是这些简要合并财务报表的组成部分。

Cellularity\nInc.,

简要合并股东权益（赤字）变动表（未经审计）

（以千为单位，除股份数额外）

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	股份数量		金额			股份数量	金额	资本		赤字			收益（亏损）		（赤字）
	普通股		A系列优先股			额外支付的股本	累计	累计其他综合收益		总 \n股东权益权益
	股份数量		金额			股份数量	金额	资本		赤字			收益（亏损）		（赤字）
2025年1月1日余额		22,546,671		$	2		-		-		$	908,523		$	(899,683	)	$	(5	)	$	8,837
限制性股票单位的归属		87,419			-		-		-			-			-			-			-
限制性股票单位归属的税务扣款		-			-		-		-			(98	)		-			-			(98	)
与认股权证重新定价相关的Dragasac发行		1,188,255			-		-		-			2,460			-			-			2,460
Dragasac认股权证发行激励		-			-		-		-			64			(64	)		-			-
与附录相关的Yorkville普通股发行		100,000			-		-		-			149			-			-			149
与债务和解相关的普通股发行		21,739			-		-		-			51			-			-			51
与C. V. Starr的认股权证发行和修改		-			-		-		-			207			-			-			207
债务公允价值变动		-			-		-		-			-			-			5			5
股票薪酬费用		-			-		-		-			2,637			-			-			2,637
净亏损		-			-		-		-			-			(19,754	)		-			(19,754	)
2025年3月31日余额		23,944,084		$	2		-	$	-		$	913,993		$	(919,501	)	$	-		$	(5,506	)
限制性股票单位归属的税务扣款		-			-		-		-			(14	)		-			-			(14	)
限制性股票单位的归属		13,435			-		-		-			-			-			-			-
与附录相关的Yorkville普通股发行		100,000			-		-		-			233			-			-			233
短期债务转换发行的普通股		490,632			-		-		-			922			-			-			922
以咨询服务交换的普通股发行		50,000			-		-		-			108			-			-			108
与债务和解相关的普通股发行		12,000			-		-		-			21			-			-			21
权益分类认股权证的发行		-			-		-		-			317			-			-			317
将负债分类认股权证重新分类为权益分类认股权证		-			-		-		-			501			-			-			501
债务公允价值变动		-			-		-		-			-			-			(3	)		(3	)
股票薪酬费用		-			-		-		-			2,448			-			-			2,448
净亏损		-			-		-		-			-			(24,524	)		-			(24,524	)
2025年6月30日余额		24,610,151		$	2		-	$	-		$	918,529		$	(944,025	)	$	(3	)	$	(25,497	)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	普通股		A系列优先股			额外支付的股本	累计		累计其他综合收益		总股东权益
	股份数量		金额			股份数量	金额		资本		赤字			收入（损失）		赤字
2026年1月1日的余额		28,837,787		$	3		1,732,084			-		$	953,418		$	(991,483	)	$	-	$	(38,062	)
为战略咨询服务发行认股权证		-			-		-			-			256			-			-		256
与法律和解相关的普通股发行		233,790			-		-			-			300			-			-		300
基于股票的薪酬费用		-			-		-			-			1,243			-			-		1,243
限制性股票单位的归属		9,711			-		-			-			-			-			-		-
以限制性股票单位支付的董事费用		98,463			-		-			-			128			-			-		128
净收入		-			-		-			-			-			874			-		874
2026年3月31日的余额		29,179,751		$	3		1,732,084		$	-		$	955,345		$	(990,609	)	$	-	$	(35,261	)
余额		29,179,751		$	3		1,732,084		$	-		$	955,345		$	(990,609	)	$	-	$	(35,261	)
为战略咨询服务发行认股权证		-			-		-			-			49			-			-		49
与法律和解相关的普通股发行		100,000			-		-			-			73			-			-		73
基于股票的薪酬费用		-			-		-			-			844			-			-		844
限制性股票单位的归属		3,863			-		-			-			-			-			-		-
A系列可转换优先股转换为交换本票		-			-		(1,732,084	)		-			(1,942	)		-			-		(1,942	)
净收入		-			-		-			-			-			706			-		706
净收入（损失）		-			-		-			-			-			706			-		706
2026年6月30日的余额		29,283,614		$	3		-		$	-		$	954,369		$	(989,903	)	$	-	$	(35,531	)
余额		29,283,614		$	3		-		$	-		$	954,369		$	(989,903	)	$	-	$	(35,531	)

附注是这些中期合并财务报表不可分割的一部分。

Cellularity\nInc.

中期合并现金流量表（未经审计）

（以千为单位）

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026			2025
	截至6月30日的六个月
	2026			2025
经营活动产生的现金流量：
净收入（损失）	$	1,580			$	(44,278	)
调整项目以将净收入（损失）调节为经营活动产生的净现金：
折旧和摊销		3,136				3,668
非现金租赁费用		36				61
存货过时准备金		-				(37	)
SLS和解收益		(6,730	)			-
Helena和解损失		2,500				-
信用损失准备金		299				(53	)
认股权证负债公允价值变动		(978	)			1,034
因战略咨询协议发行的认股权证		305				-
与Side Letter相关的向Yorkville发行普通股的损失		-				382
与和解相关的普通股发行损失		373				72
为服务发行的认股权证		-				317
基于股票的薪酬费用		2,087				5,085
作为咨询服务薪酬费用发行的普通股		-				108
以RSU支付的董事费用		128				-
债务注销损失		-				5,736
债务公允价值变动		341				1,087
非现金利息费用		340				3,782
经营性资产和负债的变化：
应收账款		(327	)			2,458
存货，包括流动部分		874				6,214
预付费用和其他资产		467				47
应付账款		(5,615	)			1,104
应计费用和其他负债		(3,779	)			8,935
租赁负债		156				169
递延收入		5,146				117
经营活动产生的净现金		339				(3,992	)
融资活动产生的现金流量：
向Dragasac发行普通股作为引诱协议对价		-				2,460
偿还非关联短期债务		(7,042	)			-
支付SEPA承诺费		(300	)			-
商户现金应收款项的收益		-				891
赎回优先股		(300	)			-
偿还商户现金预付款		-				(221	)
偿还关联方短期债务		-				(77	)
2026年6月本票的收益		1,000				-
Gordon本票的收益		325				-
限制性股票单位归属时的税务代扣		-				(112	)
通过PIPE发行出售普通股的收益		-				1,010
融资活动产生的净现金（使用）		(6,317	)			3,951
现金、现金等价物和受限现金的净减少		(5,978	)			(41	)
期初现金、现金等价物和受限现金		16,372				10,977
期末现金、现金等价物和受限现金	$	10,394			$	10,936

现金流量信息的补充披露：
支付的所得税现金	$	-			$	-
补充的非现金投资和融资活动：
NexGel可转换本票用于清偿与Helena和Sequence的负债	$	5,000			$	-
A系列优先股转换为本票		1,942				-
或有对价公允价值变动		-				650
与应付票据转换相关的普通股发行		-				922
认股权证从负债分类转为权益分类的重分类		-				501
与Dragasac认股权证引诱相关的认定股息		-				64

附注是这些中期合并财务报表不可分割的一部分。

Cellularity\nInc.

未审合并财务报表的备注

(以千为单位，除每股收益和每股金额外)

1.\n业务

Cellularity\nInc.,（“Cellularity”或“公司”，曾名为GX Acquisition Corp），于2018年8月24日在特拉华州成立。公司的全资子公司包括，但不限于Cellularity, LLC、CariCord, Inc.\n和Anthrogenesis, LLC。Cellularity是一家专注于长寿的再生和细胞医学公司，正在开发和制造从产后胎盘中获得的试验性细胞治疗候选药物。Cellularity利用胎盘独特的生物学特性、免疫学特性和可扩展的可用性，开发针对衰老和与年龄相关的疾病的基本机制的治疗方案，以解决与年龄相关的疾病、组织退化和人体功能下降。其业务包括细胞治疗研究和开发、制造及相关服务、主要以Lifebank品牌运营的生物银行服务，以及通过适用的许可、制造、供应和分销安排进行的生物材料活动。公司的战略是集中资源在其细胞治疗平台和制造能力上，同时通过第三方服务、生物银行和保留的生物材料活动寻求创收机会。

持续经营

根据ASC 205-40《财务报表列报——持续经营》的规定，管理层评估是否存在可能使公司持续经营能力在这些未审合并财务报表发布之日起一年内产生重大疑虑的条件或事件。管理层已评估公司的当前财务状况、流动性、资本资源和预计现金流，并确定公司持续经营能力存在重大疑虑。

公司通常未实现盈利，自成立以来，公司已发生重大经营亏损并用于经营活动的净现金。截至2026年6月30日的六个月，公司实现了1580万美元的净利润。截至2026年6月30日的六个月，经营活动产生的现金净额为339万美元，其中包括12,159万美元的出售新泽西州净运营亏损结转所得；排除这些所得，经营活动使用了净现金。截至2026年6月30日，公司累计亏损为989,903万美元，营运资本赤字为53,290万美元。公司需要获得额外融资，但无法保证能够获得融资或在可接受的条款下获得融资。这些因素表明，公司可能无法在接下来的12个月内或更早偿还到期债务并继续作为持续经营。

该公司历来通过销售产品和服务，以及从公共和私人投资者处发行股权和债务证券融资来资助运营。根据公司当前的现金消耗率，现有现金不足以在这些简要合并财务报表发布日期之后的12个月期间内维持运营、支付工资并履行合同债务义务。

2026年初，该公司实施了运营重组计划，旨在减少运营成本、精简人员并重新分配资源以聚焦核心商业机会。要实现每月、每季度或每年的收支平衡运营现金流，收入增长是必要的，但这种增长并不确定。

2026年9月24日，该公司宣布完成了一轮初步交割，通过发行高级担保可转换票据和认股权证的私募融资，获得了880万美元的净现金收益。此次交割是更广泛的资本重组计划的一部分，计划最多筹集2500万美元的新资金，其中包括初始的1000万美元融资，以及潜在的额外1500万美元融资。该交易还涉及对约300万美元现有债务的重组，超出2500万美元投资范围。原始300万美元票据的条款已调整，以符合新发行票据的结构，这显著将到期日从2026年12月31日延长至2028年12月31日。

管理层还在积极通过公开或私募股权发行、债务融资、战略合作或其他融资交易寻求额外资金。然而，这些计划尚未完全承诺，受市场条件影响，并且超出公司的控制范围。因此，管理层无法确定这些计划是否很可能成功实施，或者如果实施，是否能缓解重大不确定性。

2026年6月9日，该公司收到纳斯达克股票市场有限责任公司（“纳斯达克”）的通知，指出由于其上市证券的市值连续30个交易日低于3500万美元的门槛，不符合纳斯达克上市规则5550(b)(2)的要求。纳斯达克给予公司至2026年12月7日的时间以重新符合该要求。2026年7月23日，纳斯达克进一步通知该公司，由于其收盘价连续30个交易日低于1.00美元的最低出价要求，不符合最低出价要求。纳斯达克给予公司至2027年1月19日的时间以重新符合最低出价要求。2026年8月21日，该公司收到纳斯达克的通知，指出由于未能及时提交截至2026年6月30日的10-Q表格，仍不符合纳斯达克上市规则5250(c)(1)的及时提交要求。公司于2026年9月3日向纳斯达克提交了合规计划。纳斯达克授予的任何延期不得超过2026年11月16日。

为了重新符合市场价格和最低出价要求，公司在相应合规期内必须至少连续10个营业日满足适用的门槛，具体以纳斯达克要求的更长时间为准。2026年9月11日，公司收到纳斯达克书面确认，表示其已重新符合这些要求。尽管公司正在采取措施重新符合所有适用的纳斯达克规则，但无法保证其能在适用期限内做到这一点，未能做到可能会导致公司普通股被退市。退市可能会严重损害公司普通股的流动性及市场价值，并显著限制其筹集额外资本的能力。

如果公司在未来12个月内无法获得足够的额外资本或从运营中产生正现金流以满足到期的义务，包括偿还或再融资现有债务，管理层将被迫寻求战略选择。这些选择可能包括但不限于：

\n \n \n \n \n

●

大幅削减或停止商业和研究运营；

\n \n \n \n \n

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变现或出售核心知识产权和运营资产；

\n \n \n \n \n

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完成与战略或财务合作伙伴的合并或业务出售；或

\n \n \n \n \n

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根据美国破产法寻求救济，或进行庭外清算或为债权人利益的转让。

持续的经营亏损、营运资金赤字、现金储备不足、债务到期以及纳斯达克不合规状态，使公司在财务报表发布日后一年内继续作为持续经营的能力产生重大疑虑。附带的合并财务报表是按照持续经营基础编制的，该基础假设资产在正常业务过程中得以实现，负债得以清偿。财务报表未包含任何与记录资产金额的可收回性和分类或可能需要的负债金额和分类相关的调整，如果公司无法继续作为持续经营，则可能需要这些调整。

2.重要会计政策摘要

编制基础

公司的未经审计的合并财务报表按照美国通用会计原则（“GAAP”）编制，并且符合美国证券交易委员会（“SEC”）关于中期财务报表披露的规定，这些规定允许某些披露内容被简化或省略。这些财务报表应与公司截至2025年12月31日止年度的年度财务报表一并阅读，该财务报表包含在10-K表格的年度报告中。未经审计的合并财务报表包括全部全资子公司账户，在此之后消除了内部公司账户和交易。本文中未经审计的合并财务报表包括管理层认为对于公允列示所披露期间的合并财务状况、经营成果和现金流量所必需的所有财务信息。

估计的使用

公司编制合并财务报表需要管理层做出估计和假设，这些估计和假设会影响所报告的资产和负债金额、合并财务报表日或有资产和负债的披露，以及报告期间的收入和费用金额。这些合并财务报表中反映的重大估计和假设包括但不限于与公司商誉和无形资产减值评估相关的假设、增量借款利率的确定、研发费用的计提，以及存货、或有对价、短期债务、股票期权和股票认股权证的估值。公司根据历史经验、已知趋势和其他市场特定或其他相关因素来制定其估计，这些因素在当前情况下被认为是合理的。管理层会根据情况、事实和经验的变化持续评估其估计。估计的变化会在其被确认的期间进行记录。实际结果可能与这些估计不同。

公允价值计量

公司某些资产和负债按公允价值列示。公允价值定义为在主要市场或最有利的市场中，于计量日，在有序交易中，市场参与者之间出售资产所获得的价格（退出价格）或转移负债所支付的价格。用于计量公允价值的估值技术必须最大化使用可观察输入值并最小化使用不可观察输入值。按公允价值列示的金融资产和负债根据以下层级进行分类和披露：

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Level 1 — 活跃市场中相同资产或负债的可观察报价。

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Level 2 — 其他 Level 1 可观察报价以外的可观察输入值，例如活跃市场中类似资产或负债的报价、非活跃市场中相同或类似资产或负债的报价，或其他可观察或可通过可观察市场数据验证的输入值。

\n \n \n \n \n

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Level 3 — 不可观察的\n 由于市场活动极少或没有，对确定资产或负债的公允价值至关重要的输入项，\n 包括定价模型、现金流折现方法和类似技术。

收入\n确认

公司通过以下方式获得收入：(i) 退行性疾病产品 Biovance^®、Biovance 3L^®、CentaFlex^® 和 Interfyl^® 的销售，(ii) 脐带血和胎盘组织采集、处理和存储服务的生物银行销售，以及 (iii) 许可证、特许权使用费和其他安排。详见未审合并损益表中按类别划分的净销售额。

信用风险集中度和重要客户及坏账准备

使公司面临信用风险集中度的金融工具主要包括现金、现金等价物和受限现金，\n以及应收账款。公司通常在管理人认为信用质量高的金融机构的多个运营账户中保持余额，金额可能超过联邦保险限额。公司尚未因现金和现金等价物或受限现金而遭受任何损失，并且不认为其面临超出与商业银行关系相关的正常信用风险的异常信用风险。

公司因与退行性疾病产品销售和生物银行服务相关的应收账款面临收款风险。公司根据历史收款经验、应收账款余额的账龄以及客户的信用质量，对不可收回的应收账款进行估计。所有产品和服务客户均位于美国。\n截至2026年6月30日，公司的两家客户，每家 individually 占比至少10%，合计占公司未收账款的33%。截至2025年12月31日，公司的两家客户，每家 individually 占比至少10%，合计占公司未收账款的37%。

在截至2026年6月30日的六个月期间，公司有三位客户，每位 individually 占比至少10%，合计贡献了49.8% 的收入。在截至2025年6月30日的六个月期间，公司有两位客户，每位 individually 占比至少10%，合计贡献了45.0% 的收入。在截至2026年6月30日的三个月期间，公司有两位客户，每位 individually 占比至少10%，合计贡献了53.5% 的收入。在截至2025年6月30日的三个月期间，公司有两位客户，每位 individually 占比至少10%，合计贡献了42.9% 的收入。

权益法投资

截至2026年6月3日，公司采用权益法核算其对Defeye, Inc.的投资。Defeye的股份未公开交易，其公允价值难以确定。2026年6月3日之后，公司采用ASC 321下的计量替代方法；投资按成本记录，并根据Defeye相同或类似证券的有序交易中的可观察价格变动进行调整。2025年第四季度，公司确定由于市场前景不确定，投资的公允价值已完全减值，并将其费用化。2026年6月3日，公司与Defeye签订了一份信函协议，Celularity将3,910,706股Defeye Series Seed-2优先股转让回Defeye。由于该信函协议，公司失去了对Defeye的重大影响，并停止了权益法核算。详见注9 – 投资\n– 权益证券以获取更多信息。

每股净收益（亏损）

每股普通股的基本净收益（亏损）是通过将归属于普通股股东的净收益（亏损）除以各期间流通的普通股加权平均数计算得出的。每股普通股的稀释净收益（亏损）包括可能行使或转换证券（如可赎回可转换优先股、可转换债务、股票期权、限制性股票单位和认股权证）的影响（如有），这些证券可能导致发行额外的普通股。股票期权、限制性股票单位和认股权证的稀释影响采用库藏股法计算，可转换优先股和可转换债务的稀释影响采用假设转换法计算。然而，如果潜在普通股的影响是反稀释的，则将其排除在外。公司采用两步法，因为某些认股权证是参与性证券，它们在净亏损每股收益中与A类普通股共同参与分红。根据两步法，未分配收益根据A类普通股和参与性认股权证各自的分红权进行分配。由于认股权证持有人没有合同义务分担公司的亏损，因此净亏损不分配给参与性认股权证；因此，截至2025年6月30日的三个月和六个月的净（亏损）未分配给认股权证。

截至2026年6月30日和2025年6月30日三个月的每股基本和稀释净收益（亏损）的计算如下：

每股基本和稀释净收益（亏损）明细表

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026			2025
	截至6月30日的三个月
	2026			2025
分子：
净收益（亏损）	$	706			$	(24,524	)
分配给参与性认股权证的收益		(160	)			-
与Dragasac认股权证激励相关的认定股息
分配给普通股股东的净收益（亏损）	$	546			$	(24,524	)

分母：
基本每股加权平均股数		29,204,376				24,020,193
稀释证券的影响：
限制性股票单位		140,288				-
稀释每股加权平均股数		29,344,664				24,020,193

每股净收益（亏损）：
基本	$	0.02			$	(1.02	)
稀释	$	0.02			$	(1.02	)

截至2026年6月30日和2025年6月30日六个月的每股基本和稀释净收益（亏损）的计算如下：

	2026			2025
	截至6月30日的六个月
	2026			2025
分子：
净收益（亏损）	$	1,580			$	(44,278	)
分配给参与性认股权证的收益		(359	)			-
与Dragasac认股权证的激励相关的股息		-				(64	)
归属于普通股股东的净收入（亏损）	$	1,221			$	(44,342	)

分母：
基本加权平均流通股数		29,136,603				23,775,535
稀释性证券的影响：
限制性股票单位		212,326				-
稀释性加权平均流通股数		29,348,929				23,775,535

归属于普通股股东的净收入（亏损）每股：
基本	$	0.04			$	(1.86	)
稀释	$	0.04			$	(1.86	)

以下潜在稀释性证券在计算流通股加权平均数时被排除，因为它们将产生反稀释效果：

潜在稀释性证券一览表

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2025
	6月30日
	2026		2025
股票期权		3,848,739		4,149,592
限制性股票单位		-		558,530
市场条件股票单位		28,665		—
认股权证		25,774,577		11,633,302
可转换债务		1,885,542		972,094
总计		31,537,523		17,313,518
反稀释性证券		31,537,523		17,313,518

分部信息

公司的首席执行官是首席运营决策者，并以三个不同的业务分部管理公司运营：细胞治疗、生物银行和退行性疾病。资产未按分部进行跟踪。

信用损失准备金

公司根据前瞻性预期信用损失确认信用损失。公司基于其对各种因素的评估，对预期信用损失做出估计，包括历史收款经验、应收账款余额的账龄、客户的信用质量、当前经济状况、对未来经济状况的合理且有支持的预测以及其他可能影响其从客户处收款能力的因素。

最近发布的会计准则

公司持续评估任何新的会计准则以确定其适用性。当确定新的会计准则影响公司财务报告时，公司将进行研究以确定该变化对其财务报表的影响。

2024年11月，财务会计准则委员会（“FASB”）发布了会计准则更新（“ASU”）2024-03，利润表—报告综合收益—费用分解披露（子主题220-40）：利润表费用的分解，随后由ASU 2025-01进行澄清以明确生效日期（“ASU 2024-03”），旨在为某些费用标题中包含的特定费用类别（库存采购、员工薪酬、折旧和摊销）提供更详细的信息，这些费用标题出现在合并损益表和综合损失表中。本ASU中的指南适用于2026年12月15日之后开始的财年，以及2027年12月15日之后开始的财年内的中期期间。允许提前采用。修订内容可以（1）适用于本ASU生效日期之后发布的财务报表，或（2）适用于合并财务报表中列示的所有以前期间。公司目前正在评估采用ASU 2024-03对合并财务报表的影响。

2025年5月，FASB发布了ASU 2025-04，补偿—股票补偿（主题718）和与客户签订的合同收入（主题606）：对支付给客户的基于股票的对价的澄清（“ASU 2025-04”）。此更新提供了在与收入安排同时授予客户的基于股票的支付奖励的会计处理指南。该ASU取消了选择按实际发生情况处理撤回的选项，而是要求实体估计撤回。修订内容适用于2026年12月15日之后开始的财政年度及其中的中期期间，允许提前采用。公司目前正在评估采用ASU 2025-04对合并财务报表的影响。

2025年9月，FASB发布了ASU编号2025-07，衍生工具和套期（主题815）和与客户签订的合同收入（主题606）：衍生工具范围细化和在收入合同中来自客户的基于股票的非现金对价的范围澄清（“ASU 2025-07”）。ASU 2025-07为适用于包含与合同一方运营或活动相关的特征的合同的衍生工具会计提供了指导。它还旨在减少在收入合同中对基于股票的支付的会计处理方式的差异。ASU 2025-07适用于2026年12月15日之后开始的年度期间，允许提前采用。公司目前正在评估采用该标准可能对合并财务报表产生的影响。

3.资产购买和销售

序列资产购买

I2024年10月，公司收购了Sequence LifeScience, Inc.（“Sequence”）的Rebound™全厚度胎盘来源同种异体基质产品及相关无形资产，支付金额为5,500美元，其中包括总计1,500美元的现金支付和总计4,000美元的月度里程碑付款。记录了未来里程碑付款的或有负债。交易成本不重大。所购净资产的公允价值超过了购买的初始现金支付，因此无形资产的价值相应减少。里程碑付款计算为前一个日历月从客户处收取的相关产品净销售额的20%，且里程碑付款会减少或有对价负债。截至2025年12月31日，累计的里程碑付款为3,127美元（截至2026年6月30日为无）。

2026年4月14日，Sequence和Celularity签订了一份和解协议及互惠一般解除协议，以解决和解决双方因2024年10月9日签订的资产购买协议及相关供应协议而产生的所有索赔、争议和分歧。有关更多信息，请参阅第13号注释—承诺和或有事项。

许可

在\n2026年4月，公司向NexGel, Inc.（“NexGel”）出售了开发和\n商业化某些退行性疾病产品的独家、可转让和可再许可的许可，作为交换，公司获得了1330万美元。NexGel在交易结束时向公司支付了480万美元现金\n，并在2026年第二季度支付了60万美元现金，这取决于公司提交其2025年10-K表报告\n，NexGel承担了向某些Celularity员工支付290万美元销售佣金的义务，NexGel\n向Celularity发行了一张500万美元的18个月可转换票据，根据某些条件，该票据可转换为NexGel普通股。\n该票据同时被拆分为两张250万美元的票据，其中一张发行给Helena Global Investment Opportunities,\nLtd（“Helena”）作为部分满足应支付给Helena的金额，另一张发行给Sequence LifeSciences, Inc.\n（“Sequence”）作为部分满足应支付给Sequence的金额，详见 第13号注释 - 承诺和或有事项 中有关这些和解的更多信息。

NexGel的许可协议使公司有权获得最高2000万美元的里程碑付款，第一个里程碑付款为250万美元，应在NexGel实现2500万美元的净销售额或15个月后支付，前提是已实现至少1500万美元的净销售额。截至2026年6月30日，NexGel尚未实现任何里程碑。

与NexGel的许可协议同时，公司与NexGel签订了一份合同制造协议，根据该协议，公司将作为NexGel的独立承包商提供制造和其他服务。有关与NexGel的许可安排的更多信息，请参阅第17号注释 – 许可和分销协议。

4.\n金融资产和负债的公允价值

以下表格提供了公司按经常性基础计量的金融资产和负债的信息，并说明了用于确定这些公允价值的公允价值层次：

按公允价值计量的金融资产和负债明细表

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	一级		二级			三级		总计
	截至2026年6月30日的公允价值计量
	一级		二级			三级		总计
负债：
与收购相关的或有付款义务	$	-		$	-		$	1,413	$	1,413
2025年12月可转换票据		-			-			2,862		2,862
2025年12月本票
2023年7月注册直接认股权证的权证负债		-			-			188		188
2023年4月注册直接认股权证的权证负债		-			-			154		154
2022年5月PIPE认股权证的权证负债		-			-			81		81
公开认股权证的权证负债		144			-			-		144
总公允价值负债	$	144		$	-		$	4,698	$	4,842

	一级		二级			三级		总计
	截至2025年12月31日的公允价值计量
	一级		二级			三级		总计

负债：
与收购相关的或有付款义务	$	—		$	—		$	1,413	$	1,413
2025年12月可转换票据		—			—			2,687		2,687
2025年12月本票		—			—			6,876		6,876
2023年7月注册直接认股权证的权证负债		—			—			534		534
2023年4月注册直接认股权证的权证负债		—			—			483		483
2022年5月PIPE认股权证的权证负债		—			—			240		240
公开认股权证的权证负债		288			—			—		288
分拆的嵌入式衍生工具 - A系列优先股		—			—			92		92
总公允价值负债		288		$	—		$	12,325	$	12,613

截至2026年6月30日及2025年6月30日的三个月及六个月期间，Level 1、Level 2和Level 3之间没有转移。由于这些工具的短期性质，其他流动负债的账面价值在附带的合并财务报表中近似于公允价值。

或有考虑的估值

或有考虑义务的公允价值计量是根据Level 3输入确定的，并基于概率加权的收入方法。该计量基于公司自身假设支持的不可观察输入，这些输入几乎没有或没有市场活动。

下表列示了根据2026年6月30日和2025年12月31日结束的期间，使用Level 3输入定期计量的或有考虑义务的调节情况：

定期计量可转换票据应收款项的调节表

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

截至
2026年1月1日

净
转入（转出）
至Level 3

购买,
结算
和其他
净额

公允价值
调整

截至
2026年6月30日的余额

2026

负债：

与收购相关的或有考虑义务

1,413

—

1,413

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	截至 2025年1月1日		净转入（转出）至Level 3			购买, 结算和其他净额		公允价值调整	截至2025年12月31日的余额
负债：
与收购相关的或有考虑义务	$	1,413		$	—		$	—	$	—	$	1,413

公司根据每个报告日的估计，部分基于折现现金流分析的结果，包括实现特定事件的可能性、折现率以及可变现的或有考虑支付的期限和触发里程碑支付的条件。或有考虑的实际结算可能因这些特定事件的实际发生情况而与当前估计不同。

在每个报告日，公司重新评估或有考虑义务至估计的公允价值，并在公司的合并损益表和综合损失表中将公允价值的变化记录为收入或费用。或有考虑义务的公允价值变化可能源于折现期和率的变化、收入估计的时间和金额的变化以及实现各种或有考虑义务的可能性假设的变化。截至2026年6月30日和2025年12月31日，公司已将或有考虑列为合并资产负债表中的长期负债。

短期债务的估值 – 非关联方

下表列示了根据2025年12月31日结束的年度和2026年6月30日结束的六个月期间，使用Level 3输入定期计量的短期债务义务的调节情况：

定期计量短期债务义务的调节表

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

负债：
截至2026年1月1日的余额	$	9,563
偿还2025年12月的本票		(7,042	)
通过收益的公允价值调整		341
截至2026年6月30日的余额	$	2,862

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

负债：
截至2025年1月1日的余额	$	2,485
2025年12月可转换票据的发行		2,804
2025年12月本票的发行		6,861
无担保高级可转换票据转换为普通股		(922	)
与普通股发行相关的Yorkville可转换本票的结算		(3,469	)
通过收益的公允价值调整		1,809
通过其他综合收益累计的公允价值调整		(5	)
2025年12月31日的余额	$	9,563

2025年12月可转换票据和2025年12月本票

2025年12月19日，公司与一名投资者签订了一系列最终协议，公司向该投资者发行了认股权证、一笔高级担保非可转换本票（“2025年12月本票”）和一笔担保可转换票据融资（“2025年12月可转换票据”）。

由于2025年12月本票和2025年12月可转换票据中包含某些嵌入式特征，公司选择在初始确认时将这两张票据（包括嵌入式特征）按公允价值进行核算。公允价值的后续变动作为合并损益表和综合损益表中的非经营性损失的一部分进行记录。

2025年12月本票和2025年12月可转换票据的公允价值基于概率加权预期回报法（“PWERM”），该方法基于各种输入和假设，包括各种可能情景的可能性和收益率。截至2026年6月30日和2025年12月31日，2025年12月可转换票据的公允价值分别为2,862美元和2,687美元。截至2025年12月31日，2025年12月本票的公允价值为6,876美元。2025年12月本票于2026年2月全额偿还，金额为7,042美元。

2025年12月本票估值模型的重要输入因素如下：

本票估值模型明细表

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2025年12月31日

选择性赎回的可能性		70.00	%
违约时选择性赎回的可能性		5.00	%
违约的可能性		5.00	%
收益率		15.09	%

2025年12月可转换票据估值模型的重要输入因素如下：

可转换票据估值模型明细表

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026年6月30日			2025年12月31日

选择性转换的可能性		20.00	%		20.00	%
清算的可能性		15.00	%		15.00	%
收益率		23.01	%		14.98	%

认股权证负债的估值

The\nwarrant liability on June 30, 2026, is comprised of the fair value of warrants to purchase shares of Class A common stock. The Public\nWarrants are recorded at fair value based on the period-end publicly stated close price, which is a Level 1 input. The Registered Direct,\nand PIPE Warrants are recorded at their respective closing date fair values based on a Black-Scholes option pricing model that utilizes\ninputs for: (i) the value of the underlying stock, (ii) the exercise price, (iii) the risk-free rate, (iv) the volatility of the underlying\nstock, (v) the dividend yield of the underlying stock and (vi) maturity, which are Level 3 inputs. The Black-Scholes option pricing model’s\nprimary unobservable input utilized in determining the fair values of the warrant liabilities is the expected volatility of the Class\nA common stock. The Company estimates expected volatility based solely on the historical volatility of its common stock. The risk-free\ninterest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the estimated remaining\nterm of the warrants. Inputs to the Black-Scholes option pricing models for the warrants are updated each reporting period to reflect\nfair value.

The\nfollowing table presents a reconciliation of the warrant liabilities measured on a recurring basis using Level 3 inputs for the six months\nended June 30, 2026:

Schedule of Reconciliation of Warrant Liabilities Measured on Recurring Basis

\n \n \n \n \n \n \n \n \n \n \n \n \n

Warrant liabilities:
Balance as of January 1, 2026	$	1,257
Gain recognized in earnings from change in fair value		(834	)
Balance as of June 30, 2026	$	423

5.\nInventory

Inventory\nconsisted of the following:

Schedule of Major Classes of Inventories

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026			December 31, 2025
Raw materials	$	42			42
Work in progress		1,369			1,488
Finished goods		3,232			3,987
Inventory, gross		4,643			5,517
Less: inventory reserves		(2,000	)		(2,000	)
Inventory, net	$	2,643			3,517
Balance Sheet Classification:
Inventory	$	718			571
Inventory, net of current portion		1,925			2,946
Inventory,\n net	$	2,643			3,517

Inventory,\nnet of current portion includes inventory expected to remain on-hand beyond one year from each balance sheet date presented.

6.\nPrepaid Expenses and Other Current Assets

Prepaid\nexpenses and other current assets consisted of the following:

Schedule of Prepaid Expenses and Other Current Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026		December 31, 2025
Prepaid clinical expenses	$	211		$	221
Prepaid insurance expense		21			477
Other		231			222
Total	$	463		$	920

7.\nProperty and Equipment, Net

Property\nand equipment, net consisted of the following:

Schedule of Property and Equipment, Net

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026			December 31, 2025
Leasehold improvements	$	73,211			$	73,211
Laboratory and production equipment		14,093				14,093
Machinery, equipment and fixtures		7,163				7,163
Property and equipment		94,467				94,467
Less: Accumulated depreciation and amortization		(41,084	)			(38,670	)
Property and equipment, net	$	53,383			$	55,797

Depreciation\nand amortization expense was $1,184 and $1,462 for the three months ended June 30, 2026, and 2025, respectively. Depreciation and amortization\nexpense was $2,414 and $2,928 for the six months ended June 30, 2026, and 2025, respectively.

8.\nGoodwill and Intangible Assets, Net

Goodwill

There\nwere no goodwill impairments recognized during the three and six months ended June 30, 2026 and 2025. The carrying value of goodwill,\nall of which is assigned to the Company’s BioBanking reporting unit, was $7,347 at both June 30, 2026 and December 31, 2025.

Intangible\nAssets, net

Intangible\nassets, net consisted of the following:

Schedule of Intangible Assets, Net

	June 30, 2026			December 31, 2025		Estimated Useful Lives
Amortizable intangible assets:
Developed technology	$	16,810			16,810		11 – 16 years
Customer relationships		2,413			2,413		10 years
Trade names & trademarks		570			570		10 – 13 years
Reacquired rights		4,200			4,200		6 years
		23,993			23,993
Less accumulated amortization:
Developed technology		(10,650	)		(10,068	)
Customer relationships		(2,342	)		(2,229	)
Trade names & trademarks		(467	)		(440	)
Reacquired rights		(4,200	)		(4,200	)
		(17,659	)		(16,937	)
Amortizable intangible assets, net		6,334			7,056

Non-amortized intangible assets
Acquired IPR&D product rights		-			700		indefinite
	$	6,334			7,756

Amortization\nexpense for intangible assets was $354 and $372 for the three months ended June 30, 2026 and 2025, respectively. Amortization expense\nfor intangible assets was $722 and $740 for the six months ended June 30, 2026 and 2025, respectively.

During\nthe second quarter of 2026, the Company derecognized $0.7 million in acquired IPR&D product rights intangible assets upon reaching\nits settlement with Sequence. Under this settlement, the Company granted Sequence a fully paid, royalty-free, irrevocable, perpetual,\ntransferrable, worldwide sublicense with respect to all of the assets properties, contractual rights, goodwill, going concern value,\nrights and claims licensed to or otherwise controlled by the Company related to Rebound Matrix Placental-Derived Allograft. Refer to\nNote 13 – Commitments and Contingencies for additional information.

No\nimpairment charges were recorded on intangible assets for the three and six months ended June 30, 2025.

Aggregate\namortization expense for each of the five succeeding years and thereafter related to intangible assets held as of June 30, 2026 is estimated\nas follows:

Schedule of Aggregate Amortization Expense Related To Intangible Assets

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n


2026	$	634
2027		1,258
2028		1,208
2029		1,155
2030		1,155
Thereafter		924
Amortization\n expense	$	6,334

9.\nInvestments – Equity Securities

In\nAugust 2025, the Company purchased 7,198,630 shares of Defeye Inc.’s (“Defeye”) Series Seed-2 Preferred Stock in exchange\nfor $2,890 of product purchase credits pursuant to a supply and distribution agreement. The fair value of the consideration the product\npurchase credits was recorded as deferred revenue and the Company is obligated to deliver product to Defeye when ordered.

In\nOctober 2025, the Company entered into a license agreement (the “Defeye License Agreement”) with Defeye under which the Company\ngranted Defeye an exclusive license to certain intellectual property. In consideration for the license, the Company received 7,471,980\nadditional shares of Defeye Series Seed Preferred Stock. As a result of the additional equity interests obtained under the Defeye License\nAgreement, the Company’s cumulative ownership and associated rights provide the Company with the ability to exercise significant\ninfluence over Defeye’s operating and financial policies. In the fourth quarter of 2025, the Company determined that the fair value\nof the investment was fully impaired due to uncertain market prospects and the preferred stock value was expensed.

On\nJune 3, 2026, the Company entered into a binding Letter Agreement (the “Defeye Letter Agreement”) with Defeye to resolve\noutstanding commercial disputes. Under the terms of the Defeye Letter Agreement, product credits were permitted to be applied to product\ninvoiced through May 6, 2026, after which any remaining unused credits were permanently waived and extinguished. As part of the settlement,\nthe Company granted Defeye a defined discount of up to $0.3 million.

The\nDefeye Letter Agreement also established parameters for an approved secondary back-up manufacturer in the event of supply shortfalls,\nunder which Defeye must pay the Company a variable fee based on the greater of a defined percentage of the contractual price or a defined\npercentage of the cost savings for units sourced from the secondary manufacturer.

The Company also returned 3,910,706 shares of Defeye Series Seed-2 Preferred Stock pursuant to the Defeye Letter Agreement, reducing\nits voting interest below 20%. Consequently, the Company determined it lost significant influence over DefEYE and discontinued equity\nmethod accounting as of June 3, 2026.

10.\nAccrued Expenses and Other Current Liabilities

Accrued\nexpenses and other current liabilities consisted of the following:

Schedule of Accrued Expenses and Other Current Liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026		December 31, 2025
Accrued clinical trial expense	$	189		$	189
Accrued professional fees		1,262			488
Accrued wages, bonuses, commissions, and vacation		2,452			6,383
Accrued compliance fee		17,164			16,550
Accrued vendor expenses		815			1,417
Royalty		-			3,127
Vendor settlements		1,142			1,802
Other		1,870			2,618
Total	$	24,894		$	32,574

11.\nDebt

The\nfollowing is a summary of the Company’s indebtedness:

Schedule of Debt

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	June 30, 2026		December 31, 2025
Short-term debt - unaffiliated:
December 2025 Convertible Note (measured at fair value)	$	2,862		$	2,687
June 2026 Promissory Note		1,000			-
December 2025 Promissory Note (measured at fair value)		-			6,876
Total short-term debt - unaffiliated		3,862			9,563
Debt - related parties:
CEO promissory note (See Note 21)		4,780			4,440
Gordon Promissory Note		325			-
Total debt	$	8,967		$	14,003

Balance sheet classification:
Short-term debt - unaffiliated	$	3,862		$	9,563
Short-term debt – related parties		5,105			4,440
Total debt	$	8,967		$	14,003

December\n2025 Promissory Note and December 2025 Convertible Note

As\nof June 30, 2026, the December 2025 Convertible Note had a fair value of $2,862\nand a principal balance of $3,000\nand is presented within short-term debt – unaffiliated on the consolidated balance sheets. The December 2025 Promissory Note\nwas repaid in full in February 2026 for $7,042,\nusing proceeds from the sale of State of New Jersey net operating loss carryforwards. During the six months ended June 30, 2026, the\nCompany recorded a change in fair value of $175\nrelated to the December 2025 Convertible Note, which is presented within change in fair value of debt in the condensed consolidated\nstatement of operations. During the six months ended June 30, 2026, the Company recorded a change in fair value of $166\nrelated to the December 2025 Promissory Note, which is presented within change in fair value of debt in the condensed consolidated\nstatement of operations.

Helena\nPromissory Note

On\nApril 16, 2026, Helena provided notice to Celularity of a triggering event under the Securities Purchase Agreement dated October 24,\n2025. Helena elected to exchange 1,732,084\nSeries A convertible preferred shares with a stated value of $1.9\nmillion, plus accrued and unpaid dividends for a convertible promissory note (the “Helena Note”). The maturity date of\nthe Helena Note was October 16, 2026, or six months from the exchange date.

June\n2026 Promissory Note

On\nJune 29, 2026, the Company entered into a Loan Agreement with the Philip & Daniele Barach Family Trust (the “Lender”),\npursuant to which the Lender provided a term loan to the Company in an aggregate principal amount of $1,000 (the “June 2026 Promissory\nNote”). The June 2026 Promissory Note carries a base interest rate of 4.0% per annum (increasing to 18.0% per annum upon the occurrence\nand during the continuance of an Event of Default) and matures on the earlier of (i) 30 days after the Closing Date or (ii) the Company’s\nreceipt of gross proceeds equal to or exceeding $1,000 from a Subsequent Transaction, as defined in the agreement. The Company may prepay\nthe Loan in whole or in part at any time without penalty upon three business days’ prior written notice. On September 24, 2026,\nPhilip A. Barach was added to the Company’s board of directors.

Gordon\nPromissory Note

On\nJune 19, 2026, Steven N. Gordon, its Chief Operating Officer was appointed to the Company’s Board of Directors and Mr. Gordon loaned\nthe Company $0.3 million to aid working capital needs. The loan is in the form of unsecured promissory note which provides for annual interest at 4% compounded annually. Principal and accrued interest are payable in a single installment upon the earliest of (i)\nJune 19, 2027, (ii) consummation of a Qualified Financing or (iii) consummation of a Change of Control, as defined in the note. A Qualified\nFinancing includes an equity or debt financing transaction, or series of related transactions, generating aggregate gross cash proceeds\nof at least $1,000. Proceeds are restricted to working capital purposes and may not be used to repay indebtedness. Upon a continuing\nevent of default, the outstanding principal bears interest at 16% per annum, compounded annually, subject to applicable law, and the\nholder may accelerate repayment.

12.\nLease Agreements

ROU\nassets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s\nobligation to make lease payments arising from the lease. The Company’s lease ROU assets and liabilities are recognized at the\nlease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments,\nthe Company uses its incremental borrowing rate based on the information available at the lease commencement date to determine the appropriate\ndiscount rate by multiple asset classes. Variable lease payments that are not based on an index or that result from changes to an index\nsubsequent to the initial measurement of the corresponding lease liability are not included in the measurement of lease ROU assets or\nliabilities and instead are recognized in earnings in the period in which the obligation for those payments is incurred. Lease terms\nmay include options to extend or terminate the lease when it is reasonably certain that the Company will exercise any such options. Lease\nexpense is recognized on a straight-line basis over the expected lease term. Rent expense, including related property taxes, was $1,346\nand $1,317 for the three months ended June 30, 2026 and 2025, respectively. Rent expense, including related property taxes, was $2,743\nand $2,756 for the six months ended June 30, 2026 and 2025, respectively. These amounts are included as a component of selling, general\nand administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

The\ncomponents of the Company’s lease costs are classified on its condensed consolidated statements of operations and comprehensive\nloss as follows:

Schedule of Lease Costs

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2025			2026		2025
	Three Months Ended June 30,		Six Months Ended June 30,
	2026		2025			2026		2025
Operating lease cost	$	978		$	977		$	1,955	$	1,955
Variable lease cost		368			340			788		801
Total operating lease cost	$	1,346		$	1,317		$	2,743	$	2,756

The\ntable below shows the cash and non-cash activity related to the Company’s lease liabilities during the period:

Schedule of Cash Activity Related to the lease Liabilities

\n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2025
	Six Months Ended June 30,
	2026		2025
Cash paid related to lease liabilities:
Operating cash flows from operating leases	$	1,763		$	1,726

As\nof June 30, 2026, the maturities of the Company’s operating lease liabilities were as follows:

Schedule of Future Minimum Payments under Operating Leases

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Year ending December 31,
2026 (remaining 6 months)	$	1,763
2027		3,599
2028		3,673
2029		3,746
2030		3,820
Thereafter		77,002
Total lease payments		93,603
Less imputed interest		(66,549	)
Total	$	27,054

As\nof June 30, 2026, the weighted average remaining lease term of the Company’s operating lease was 19.75 years, and the weighted average\ndiscount rate used to determine the lease liability for the operating lease was 14.24%.

13.\nCommitments and Contingencies

Indemnification\n Agreements

In\nthe ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners\nand other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from\nintellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements\nwith members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them\nagainst certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount\nof future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date,\nthe Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification\nclaims and has not accrued any liabilities related to such obligations in its consolidated financial statements as of June 30, 2026 and\nDecember 31, 2025.

Acquisition-Related\nContingent Consideration

In\nconnection with the Company’s acquisition in 2017 of HLI Cellular Therapeutics, LLC and Anthrogenesis, it has\nagreed to pay future consideration to the sellers upon the achievement of certain regulatory and commercial milestones. As a result,\nthe Company recorded $1,413 as contingent consideration as of June 30, 2026 and December 31, 2025, respectively. Due to the contingent\nnature of these milestone and royalty payments, there is a high degree of judgment in the management estimates that determine the fair\nvalue of the contingent consideration. See Note 4 – Fair Value of Financial Assets and Liabilities for further discussion.

Legal\nProceedings

Civil\nInvestigative Demand

The\nCompany received a Civil Investigative Demand (the “Demand”) under the False Claims Act, 31 U.S.C. § 3729, dated August\n14, 2022, from the U.S. Attorney’s Office for the Eastern District of Pennsylvania. The Demand requests documents and information\nrelating to claims submitted to Medicare, Medicaid, or other federal insurers for services or procedures involving injectable human tissue\ntherapy products derived from amniotic fluid or birth tissue and includes Interfyl. The Company is cooperating with the request and is\nengaged in an ongoing dialogue with the Assistant U.S. Attorneys handling the Demand. The matter is still in preliminary stages and there\nis uncertainty as to whether the Demand will result in any liability.

Celularity\nInc. v. Evolution Biologyx, LLC, et al.

On\nApril 17, 2023, the Company filed a complaint against Evolution Biologyx, LLC, Saleem S. Saab, individually, and Encyte, LLC (collectively,\n“Evolution”) in the United States District Court for the District of New Jersey to recover unpaid invoice amounts for the\nsale of its biomaterial products in the amount of approximately $2,350, plus interest. The claim arose from a September 2021 distribution\nagreement between the Company and Evolution. The complaint alleged claims for breach of contract, quasi contract and fraud. Evolution\nsubsequently filed a counter claim breach of contract, breach of warranty, quasi contract and fraud. On June 9, 2026, with the assistance\nof the court, the parties reached a settlement on the major issues that would result in mutual releases without payments by either side.\nThe agreement is being documented while a minor issue is being negotiated. The Company’s balance of accounts receivable due from\nEvolution has been fully reserved within the allowance for doubtful accounts as of June 30, 2026 and December 31, 2025.

TCWGlobal\nv. Celularity Inc.

On\nMarch 27, 2024, WMBE Payrolling, Inc., dba TCWGlobal, filed a complaint in the United States District Court for the Southern District\nof California alleging a breach of contract and account stated claims relating to a Master Services Agreement dated May 4, 2020, or the\nTCWGlobal MSA, for the provision of certain leased workers to perform services on the Company’s behalf. The complaint alleges that\nthe Company breached the TCWGlobal MSA by failing to make payments on certain invoices for the services of the leased workers. On May\n7, 2024, the Company entered into a settlement agreement and mutual release with TCWGlobal whereupon the Company agreed to pay $516 in\ntiered monthly installments, with the last payment due and payable on May 1, 2025, in exchange for a dismissal of the complaint and full\nrelease of all claims. The Company defaulted on the payments in November 2024. On April 21, 2025, the Company was served with a motion\nby TCWGlobal to enforce the settlement and enter judgment against the Company in the amount of $350, for which the Company has accrued\nwithin accounts payable on the consolidated balance sheet as of December 31, 2025. The Court granted the motion and entered judgment\non June 3, 2025. On February 26, 2026, TCWGlobal and the Company agreed to settle the balance due in one payment of $100 due by March\n3, 2026, and two payments of $125 due by the end of March 2026 and April 2026, respectively. As of the issuance date of the financial\nstatements, the Company had made all required payments. This case was settled in April 2026.

Hackensack\nMeridian Health v. Celularity Inc.

On\nMarch 27, 2025, Hackensack Meridian Health (“HUMC”) filed a complaint in the Superior Court of New Jersey seeking $948 allegedly\nowed by Celularity for costs associated with previous clinical trials. The Company determined that there were significant duplications\nin the invoices, so after a joint review of the charges, the parties agreed that the actual amount due from the Company to HUMC is $668,\nwhich the Company accrued within accrued expenses and other current liabilities as of June 30, 2026 and December 31, 2025. The Company\ndefaulted on the payments, and HUMC moved for entry of default judgment that was granted on December 5, 2025.

Shareholder\nDerivative Action

On\nFebruary 28, 2025, a shareholder derivative action, Dorrance v. Diamandis, Index No. 651165/2025, was filed against the Company’s\ncurrent and former members of the board of directors as defendants, and the Company, as a nominal defendant, in the Supreme Court of\nthe State of New York. The Plaintiff alleges that the board members’ compensation of its nonemployee directors was excessive in\n2021, 2022 and 2023 and seeks to recoup excessive compensation and set controls on the board’s ability to award themselves excessive\ncompensation in the future. The derivative action is also seeking payment of an undisclosed amount of attorney’s fees. After extended\nnegotiations, the Company settled for a payment of $3 in cash and $300 worth of restricted stock to plaintiff’s counsel. The settlement\nis recorded as legal settlement expense in the condensed consolidated Statement of Operations.

Legal\nSettlements

Helena\nSettlement

On\nApril 17, 2026, Helena delivered to the Company a notice of event of default (the “Helena Default Notice”) under the Helena\nNote. In the Helena Default Notice, Helena asserted that one or more events of default had occurred under the Helena Note, including\namong other things, the Company’s failure to comply with the reporting requirements of the Securities Exchange Act of 1934, as\namended, including becoming delinquent in its filings. The Company believes the asserted reporting default arose from the Company’s\nfailure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Under\nthe Helena Note, if an event of default is not cured within the applicable cure period, which is five business days for this type of\nasserted default, Helena may declare due and payable the “Mandatory Default Amount,” which is equal to 115% of the outstanding\nprincipal amount, accrued interest and all other amounts owing under the Helena Note. In addition, following an event of default, any\noutstanding principal balance accrues interest at a rate of 15% per annum, compounded annually.

Subsequent\nto the default notice, the Company entered into a settlement agreement with Helena on May 21, 2026 (the “Helena\nSettlement”) to compromise and resolve all triggering events, default notices, and related claims. Under the terms of the\nHelena Settlement, the Company agreed to pay Helena $500\nin cash at closing, make five consecutive monthly cash installment payments of $100\neach, totaling an additional $500\nof which $100\nwas paid as of June 30, 2026, and assign to Helena a portion of the convertible promissory note totaling $2,500 to be received from\nNexGel. Helena’s release of claims was conditioned on the Company’s satisfaction of specified release conditions. The\nCompany did not make the installment payments due on July 21 and August 21, 2026 timely. On August 25, 2026, we paid Helena $200,\nbringing our aggregate cash payments under the settlement agreement to $800.\nHelena has asserted that the missed payments constitute defaults and that it is entitled to exercise conversion rights under the\nHelena Note. The Company dispute Helena’s asserted entitlement to the conversion amount it has demanded. The Company is\nengaged in discussions to resolve the matter. For the three and six months ended June 30, 2026, the Company recognized a loss on settlement with Helena of $2,500.

Settlement\nAgreement with Sequence LifeScience, Inc.

On\nApril 14, 2026, Sequence and Celularity entered into a Settlement Agreement and Mutual General Release to settle and resolve all claims,\ndisputes and differences existing between both parties arising out of, or in connection with the Asset Purchase Agreement dated October\n9, 2024 (the “APA”) and related supply agreement (the “SLS Settlement”). The SLS Settlement included the following:

.●.Celularity\ngranted Sequence a fully paid, royalty-free, irrevocable, perpetual, transferrable, worldwide sublicense with respect to:\n(i) all of the assets properties, contractual rights, goodwill, going concern value, rights and claims licensed to or otherwise controlled\nby Celularity related to Rebound Matrix Placental-Derived Allograft (“Rebound”) and the assets acquired under the APA and\n(ii) all of the assets, properties, contractual rights, goodwill, going concern value, rights and claims licensed to or otherwise controlled\nby Celularity related to Rebound and the acquired assets developed by or on behalf of Celularity since the APA (including enhancements,\nimprovements and intellectual property rights) (the “Rebound Sublicense”). Immediately prior to the SLS Settlement, the Company held a $700 acquired IPR&D product rights intangible asset\nrelated to Rebound.

.●.Celularity\nreturned Rebound inventory of $2,856, which had no carrying value on the Company’s condensed consolidated balance sheet.

.●.Celularity\nassigned to Sequence the right to receive $500 of each milestone payment in connection with the Company’s Asset Purchase and Exclusive\nLicense Agreement with NexGel, Inc. (“NexGel”), until Sequence has received the total sum of $1,500. NexGel will remit payment\nof these milestones directly to SLS.

.●.Celularity\nassigned to Sequence a $2,500 convertible promissory note in connection with the Company’s Asset Purchase and Exclusive License\nAgreement with NexGel. The convertible promissory note was issued by NexGel directly to Sequence.

.●.Celularity\nassigned to Sequence the right to manufacture no less than 10% of the manufacturing requirements for each product on behalf of NexGel\nfor a period of no less than two years, commencing with the completion and successful validation of the technology transfer to Sequence.

.●.Sequence\ngranted Celularity a full and final release from all prior defaults, unpaid purchase prices under the APA and unpaid transfer prices\nunder the related supply agreement in the aggregate of $9,930.

The\nCompany evaluated the SLS Settlement under ASC 405-20, Extinguishment of Liabilities, derecognizing $9,930\nof accounts payable and accrued liabilities, derecognizing $2,500\nfor the assigned NEXGEL note asset, derecognizing $700 of acquired IPR&D product rights intangible assets and recognizing a net\ngain on settlement of $6,730\nwithin other income (expense) on the condensed consolidated statements of operations for the three and six months ended June 30,\n2026.

Letter Agreement with Defeye

On\nJune 3, 2026, the Company entered into a binding Letter Agreement (the “Defeye Letter Agreement”) with Defeye to resolve\noutstanding commercial disputes. Under the terms of the Defeye Letter Agreement, product credits were permitted to be applied to\nproduct invoiced through May 6, 2026, after which any remaining unused credits were permanently waived and extinguished. As part of\nthe settlement, the Company granted Defeye a defined discount of up to $300\nto be applied against gross product purchases made up to a cap of $1,500.

Immediately\nprior to execution of the Defeye Letter Agreement, the Company held $1,472 in\ndeferred revenue (contract liability) associated with the unused product credits, which was derecognized upon the legal release of\nthe Company’s performance obligation to deliver future goods. The Company determined that the $300 defined\ndiscount represents a material right under ASC 606 recorded as deferred revenue for the material right, to be recognized as product\npurchases are made. The remaining unused product credits were\nrecognized as revenue for the three and six months ended June 30, 2026.

14.\nEquity

Warrant\nModifications

Under\nthe Starr agreement of February 12, 2025, the maturity date of Starr’s $5 million loan (net of $100 original issue discount) was\nextended to February 15, 2026. The Company also issued Starr a new five-year warrant to purchase 100,000 shares of Class A common stock\nat $1.69 per share. The exercise price of the 75,000 March 2023 Loan Warrants expiring March 17, 2028 and of the 50,000 June 2023 Warrants\nexpiring June 20, 2028 was changed from $5.90 per share to $1.69 per share. The Company recorded a $5,736 loss on debt extinguishment\nfor the difference between the reacquisition price and the net carrying amount. This loss is reported as other expense in the condensed\nconsolidated statements of operations and comprehensive loss for the six months ended June 30, 2025.

On\nFebruary 12, 2025, the Company and RWI agreed to, among other things, an extension of the RWI 2nd Forbearance. Agreement whereby RWI\nhas agreed not to exercise its rights and remedies upon the occurrence of any default under certain loans owed to RWI and whereby the\nmaturity date of the foregoing loans is extended to February\n15, 2026. Pursuant to the RWI binding term sheet,\nthe Company agreed to (i) use a portion of the proceeds from its next registered public offering to pay RWI approximately $1,300,\nrepresenting cash interest through January 31, 2025 and (ii) issue to RWI, on July 24, 2025, a new five-year warrant to purchase up to\n500,000\nshares of its Class A common stock. In addition, the Company\nagreed to reprice certain outstanding warrants held by RWI. Management evaluated the binding term sheet with RWI under ASC 470 and determined\nthat it resulted in a substantial modification of certain loans owed to RWI, meeting the criteria for debt extinguishment accounting.\nAccordingly, the Company recognized a loss on extinguishment of debt of $233,\nrepresenting the difference between the fair value of the newly issued debt and the net carrying amount of the existing debt immediately\nprior to the First Amendment. This loss is presented as “Loss on debt extinguishment” in the condensed consolidated statement\nof operations for the six months ended June 30, 2025.

15.\nStock-Based Compensation

There\nhave been no material changes in the Company’s stock-based compensation since December 31, 2025, except as disclosed below. Refer\nto Note 16 – Stock-Based Compensation in the Company’s 2025 Annual Report on Form 10-K for additional information\nand definitions of certain terms used in this Note.

Stock\nOption Valuation

Awards\nwith Service Conditions

The\nfollowing table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the\ngrant-date fair value of stock options granted during the six months ended June 30, 2026 and 2025:

Schedule of Weighted Average Grant Fair Value of Stock Options Using Black-Scholes Option-Pricing Model

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Six Months Ended June 30, 2026			Six Months Ended June 30, 2025
Risk-free interest rate		3.72	%		4.0	%
Expected term (in years)		6.0			6.0
Expected volatility		98.58	%		97.6\n — 108.6	%
Expected dividend yield		0	%		0	%

The\nweighted average grant-date fair value per share of stock options granted during the six months ended June 30, 2026 and 2025 was $0.72\nand $1.89, respectively.

The\nfollowing table summarizes option activity with service and performance conditions under the 2021 Plan and the 2017 Plan:

Schedule of Stock Option Activity

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Options			Weighted Average Exercise Price			Weighted Average Contract Term	Aggregate Intrinsic Value
Outstanding at January 1, 2026		3,941,760			$	24.12
Granted		50,000			$	1.20
Exercised		-			$	-
Forfeited/Expired		(143,021	)		$	3.61
Outstanding at June 30, 2026*		3,848,739			$	24.58		5.1	$	—
Vested and expected to vest at June 30, 2026		3,848,739			$	24.58		5.1	$	—
Exercisable at June 30, 2026		3,015,442			$	30.83		4.1	$	—

\n \n \n \n

*	Options outstanding on\n June 30, 2026 under the 2021 Plan and 2017 Plan were 3,008,631 and 885,108, respectively, including 45,000 options with performance\n and service conditions.

The\naggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value\nof the Company’s Class A common stock for those options that had exercise prices lower than the fair value of Class A common stock.

The\nCompany recorded stock-based compensation expense relating to option awards with service and performance conditions of $598 and $ 1,344\nfor the three and six months ended June 30, 2026, respectively. The Company recorded stock-based compensation expense relating to option\nawards with service conditions of $1,729 and $3,458 for the three and six months ended June 30, 2025, respectively. Unrecognized compensation\ncost as of June 30, 2026 for options issued with service conditions was $790 and will be recognized over an estimated weighted-average\namortization period of 1.15 years.

Restricted\nStock Units (“RSU”)

The\nfollowing table summarizes activity related to RSU stock-based payment awards under the 2021 Plan:

Schedule of Activity Related to RSU Stock-Based Payment Awards

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Number\nof Shares			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2026		643,859			$	4.48
Granted		98,463			$	1.30
Vested*		(240,659	)		$	7.32
Forfeited		(45,164	)		$	7.15
Outstanding at June 30, 2026		456,499				2.03

\n\n

During the six\nmonths ended June 30, 2026, 240,659 RSUs vested. Upon settlement of these awards, the Company withheld 5,958 shares to satisfy employee\ntax withholding obligations. Accordingly, 234,701 net shares were issued to employees. In addition, there were 125,912 RSUs that vested\nin Q1 and Q2 2026 and the related shares of common stock will be issued and delivered subsequent to June 30, 2026. There were also 3,248 RSUs that were issued in Q1 2026 but fully vested in Q4 2025.

The\nCompany recorded stock-based RSU compensation expense of $238 and $712 for the three months ended June 30, 2026 and 2025, respectively.\nFor the six months ending June 30, 2026 and 2025, stock-based compensation expense relating to RSUs was $855 and $1,612, respectively.\nAs of June 30, 2026, the total unrecognized RSU compensation expense was $447 to be recognized over a weighted-average period of 0.59\nyears.

Stock\nUnits with Market Condition Vesting

In\nJuly 2023, the Company granted 174,500 market condition stock unit awards (“MCUs”) under the 2021 Plan to certain members\nof management. The awards are scheduled to vest over a period of one to three years from the grant date based on continuous employment\nand specified market conditions based on the Company’s stock price at the time of vest. As of June 30, 2026, none of the MCUs were\nforfeited as a result of the participant’s termination of continuous service. Stock-based compensation expense for the remaining\n28,665 MCUs is being recognized over the requisite service period based on the award’s fair value on the grant date. The Company\nrecorded stock-based compensation expense relating to MCUs of $8 and $16 for the three and six months ended June 30, 2026.

Stock-Based\nCompensation Expense

Stock-based\ncompensation expense follows:

Schedule of Stock-based Compensation Expense

\n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026		2025			2026		2025
	Three Months Ended June 30,		Six Months Ended June 30,
	2026		2025			2026		2025
Cost of revenues	$	19		$	76		$	84	$	139
Research and development		24			197			182		386
Selling, general and administrative		801			2,175			1,949		4,560
Stock-based compensation\n expense	$	844		$	2,448		$	2,215	$	5,085

16.\nDeferred Revenue

Changes\nin deferred revenue from contract liabilities follows:

Schedule of Changes in Deferred Revenue from Contract Liabilities

\n \n \n \n \n \n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	2026			2025
Balance January 1,	$	8,054			$	6,255
Beginning balance	$	8,054			$	6,255

Deferral of revenue (1)		15,828				2,939
Revenue recognized		(5,682	)			(2,822	)
Balance June 30,	$	18,200			$	6,372
Ending balance	$	18,200			$	6,372

\n \n \n \n

(1)

As\n of June 30, 2026, deferral of revenue includes (i) $13.3 million in upfront consideration related to the license agreement with NexGel (refer to Note 17 – License and Distribution Agreements for additional information) and (ii) $2.4 million as of June 30, 2026 resulting from payments received in\n advance of performance under the biobanking services storage contracts that are recognized as revenue under the contract as performance\n is completed. Deferral of revenue includes $1,208 as of June 30, 2025 resulting from payments received in advance of performance\n under the biobanking services storage contracts that are recognized as revenue under the contract as performance is completed.

17.\nLicense and Distribution Agreements

There\nhave been no material changes in the Company’s license and distribution arrangements since December 31, 2025, except as disclosed\nbelow. Refer to Note 18 – License and Distribution Agreements in the Company’s 2025 Annual Report on Form 10-K for\nadditional information and definitions of certain terms used in this Note.

DefEYE\nCollaboration and License Agreement

On\nOctober 22, 2025, the Company entered into a license agreement with Defeye pursuant to which the Company granted Defeye an exclusive,\nroyalty-free, fully paid-up license to develop, manufacture and commercialize certain placental-derived biomaterial products in the field\nof ophthalmology (the “Field”) worldwide (excluding certain Asia-Pacific territories). The Defeye License Agreement replaced\nand terminated a prior supply and distribution arrangement and provides for exclusive rights to specified products, including Biovance\nocular products and related derivatives, within the defined Field. The Company retains rights outside the Field and in other therapeutic\nareas. The agreement also includes provisions related to manufacturing, supply, regulatory support, intellectual property ownership,\nand commercialization responsibilities. Pursuant to the Defeye License Agreement, the Company is responsible for manufacturing and supply\nof products, subject to potential future manufacturing transfer provisions, and the parties collaborate through governance structures,\nincluding joint oversight of development and commercialization activities.

On\nJune 3, 2026 the Company and Defeye entered into a Letter Agreement to settle a dispute concerning non-payment of amounts due under the\nDefeye License Agreement. Refer to Note 13 – Commitments and Contingencies for additional information.

Asset\nPurchase and Exclusive License Agreement with NexGel, Inc .

In\nApril 2026, the Company sold NexGel an exclusive, transferable and sublicensable license to develop and commercialize certain\ndegenerative disease products in exchange for $13.3\nmillion. NexGel paid the Company $4.8\nmillion cash at closing, $0.6\nmillion cash in the 2^nd quarter of 2026, which was contingent on the Company filing its 2025 Report on Form 10-K, NexGel\nassumed the obligation to pay sales commissions of $2.9\nmillion earned by and owed to certain Celularity employees, and NexGel was to issue Celularity a $5.0\nmillion 18-month convertible note which, subject to certain conditions, is convertible into NexGel common stock. The convertible\nnotes were deemed to be issued at fair value. The note was simultaneously split into two notes of $2.5\nmillion each, one of which was issued to Helena as partial satisfaction of amounts due Helena\nand one of which was issued to Sequence as partial satisfaction of amounts due Sequence. Concurrent with the NexGel license agreement, the Company entered into a Contract Manufacturing Agreement with NexGel,\nwhereby it will act as an independent contractor of NexGel providing manufacturing and other services.

The\nNexGel license agreement entitles the Company to earn up to $20.0 million in milestone payments, with the first milestone payment of\n$2.5 million due to the Company upon the earlier of NexGel achieving $25.0 million in net sales or 15 months, provided that net sales\nof at least $15.0 million have been achieved.

The\nCompany evaluated the transaction under ASC 805, Business Combinations, and determined it did not meet the definition of a\nbusiness, as no substantive processes or operational workforce were transferred. Accordingly, the license and concurrent contract\nmanufacturing agreements were evaluated under ASC 606, and determined to represent a single, combined contract with a customer\ncontaining a single bundled performance obligation. The transaction price includes the specific product price as well as the upfront\nconsideration and milestone and royalty payments, which are recognized over time based on estimated progress of expected output over\nthe five year initial noncancelable term of the Contract Manufacturing agreement. The upfront consideration of $13,300 was\nrecorded as deferred revenue upon closing and is being recognized as revenue over the 5-year\ninitial noncancelable term of the contract manufacturing agreement. Milestone (as described above) and royalty (on specific products\nranging from 3% to 5% of gross sales) payments based on estimated progress of total expected output of manufactured product\nrepresent variable consideration subject to constraints under ASC 606 and will be recognized as revenue when the underlying sales\ntargets or commercial events are probable and that a significant reversal of cumulative revenue recognized will not occur when the\nuncertainty is subsequently resolved. to be achieved. Pursuant to a settlement agreement executed with Sequence, $500 of\neach milestone payment achieved will be assigned to Sequence, up to $1,500,\nwhich will be accounted for as a reduction of future milestone revenue when earned. The concurrent 5-year\nsublease of office space to NexGel is\naccounted for as an operating lease under ASC 842, Leases, with sublease income recognized on a straight-line basis over the\nlease term.

Revenue from the NexGel license and manufacturing agreement was approximately\n$1,500 for the three and six months ended June 30, 2026.

18.\nBenefit Plan

The\nCompany established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers all employees\nwho meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis.\nMatching contributions to the plan may be made at the discretion of the Company’s board of directors. Contributions for the three and six months ended June 30, 2026 and 2025 were minimal.

19.\nIncome Taxes - Sale of Rights to Net Operating Loss Carryforwards

Under\nthe State of New Jersey Technology Business Tax Certificate Transfer Program, qualifying technology and biotechnology businesses may\nsell unused New Jersey net operating loss carryforwards and research and development tax credits to unaffiliated corporate taxpayers.\nThe Company accounts for proceeds from these sales when the transfer is approved by the New Jersey Economic Development Authority and\nthe sale is completed, at which point the proceeds are realizable and no longer contingent.

Because\nthe Company maintains a full valuation allowance against its New Jersey deferred tax assets, no deferred tax asset was recognized for\nthe carryforwards sold and the sale therefore generated no reversal of a previously recognized asset. The Company presents the proceeds\nwithin other income (expense), net in the condensed consolidated statements of operations, and within cash flows from operating activities\nin the condensed consolidated statements of cash flows.

In\nFebruary 2026, the Company sold New Jersey net operating loss carryforwards and received net proceeds of $12,159. There were no comparable\nsales during the six months ended June 30, 2025. The Company’s ability to participate in the program in future periods depends\non continued eligibility, annual program funding and State approval, and no assurance can be given that further sales will be available\nor approved.

20.\nSegment Information

There\nhave been no material changes in the Company’s segments since December 31, 2025, except as disclosed below. Refer to Note 17\n– Segment Information in the Company’s 2025 Annual Report on Form 10-K for additional information and definitions of\ncertain terms used in this Note.

Financial\ninformation by segment for the three months ended June 30, 2026 and 2025 is as follows:

Schedule of Financial Information by Segment

\n \n \n \n \n \n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	Cell Therapy			BioBanking			Degenerative Disease		Other	Total
	Three Months Ended June 30, 2026
	Cell Therapy			BioBanking			Degenerative Disease		Other	Total
Net revenues	$	1,339			$	652		$	3,441	$	-		$	5,432
Cost of revenues		-				227			2,120		-			2,347
Direct expenses		1,808				164			224		4,772			6,968
Segment contribution	$	(469	)		$	261		$	1,097	$	(4,772	)	$	(3,883	)
Indirect expenses (a)														354
Loss from operations													$	(4,237	)
Other income, net													$	4,943
Income before income taxes													$	706

	Cell Therapy			BioBanking			Degenerative Disease		Other		Total
	Three Months Ended June 30, 2025
	Cell Therapy			BioBanking			Degenerative Disease		Other		Total
Net revenues	$	759			$	1,275		$	3,702		$	—		$	5,736
Cost of revenues (excluding amortization of acquired intangible assets)		—				220			5,022			—			5,242
Direct expenses		2,927				387			1,854			10,818			15,986
Segment contribution	$	(2,168	)		$	668		$	(3,174	)	$	(10,818	)	$	(15,492	)
Indirect expenses (a)												372			372
Loss from operations														$	(15,864	)
Other expense, net														$	(8,660	)
Income before income taxes														$	(24,524	)

\n \n \n \n

(a)	Comprised\n of amortization of intangible assets.

Financial\ninformation by segment for the six months ended June 30, 2026 and 2025 is as follows:

	Cell Therapy			BioBanking			Degenerative Disease		Other	Total
	Six Months Ended June 30, 2026
	Cell Therapy			BioBanking			Degenerative Disease		Other	Total
Net revenues	$	1,832			$	1,902		$	5,544	$	-		$	9,278
Cost of revenues		-				449			3,350		-			3,799
Direct expenses		4,275				407			1,812		12,633			19,127
Segment contribution	$	(2,443	)		$	1,046		$	382	$	(12,633	)	$	(13,648	)
Indirect expenses (a)											722			722
Loss from operations													$	(14,370	)
Other income, net													$	15,950
Income before income taxes													$	1,580

	Cell Therapy			BioBanking			Degenerative Disease		Other		Total
	Six Months Ended June 30, 2025
	Cell Therapy			BioBanking			Degenerative Disease		Other		Total
Net revenues	$	1,023			$	2,683		$	13,456		$	—		$	17,162
Cost of revenues (excluding amortization of acquired intangible assets)		—				429			8,367			—			8,796
Direct expenses		6,184				756			6,601			20,435			33,976
Segment contribution	$	(5,161	)		$	1,498		$	(1,512	)	$	(20,435	)	$	(25,610	)
Indirect expenses (a)												740			740
Loss from operations														$	(26,350	)
Other expense, net														$	(17,928	)
Other income (expenses)														$	(17,928	)
Net loss before income taxes												-		$	(44,278	)

\n\n

(a)	Comprised of amortization\nof intangible assets.

21.\nRelated Party Transactions

Amended\nand Restated CEO Employment Agreement

In\nJanuary 2023 the Company’s Chief Executive Officer deferred his salary to aid working capital needs. Deferred salary remained unpaid\nand was $1,935 as of June 30, 2026 and December 31, 2025, respectively. Deferred salary is included in accrued expenses.

In order to comply with the Securities Purchase Agreement dated January\n12, 2024 with Dragasac Limited, Dr. Hariri is not to be paid the $1,088 in base salary that was otherwise due to him for the 2023 calendar\nyear unless the Company raises additional cash through offerings of equity securities with aggregate net proceeds equal or greater to\n$21,000 at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A\ncommon stock and January 2024 PIPE Warrant purchased by Dragasac Limited in January 2024. In compliance with the requirements of Internal\nRevenue Code Section 409A, the compensation committee of the Company’s board of directors approved a cash bonus program, or bonus\nprogram, effective February 16, 2024, pursuant to which Dr. Hariri will be paid 125% of his unpaid base salary upon the satisfaction of\nthe foregoing performance conditions. Accordingly, the Company entered into a second amendment to Dr. Hariri’s employment agreement\nimplementing the 85% base salary reduction effective as of February 16, 2024 and documenting the bonus program. As a result of the reduction,\nDr. Hariri’s annual rate of base salary for the 2024 year was $180. Beginning on January 1, 2025, Dr. Hariri’s base salary\nwas paid a reduced rate of 50% of his base compensation through December 31, 2025.

CEO\nLoan Agreement

In\nAugust 2023, the Company borrowed $1,000 from its CEO. The loan provides for interest of 15% per year, the first year of interest was\ndue in kind and the loan was repayable in August 2024. The loan maturity date was subsequently amended to December 31, 2026. In September\n2024, the CEO assumed the loans of two unaffiliated lenders from an August 2023 loan agreement. The two loans had a principal and accrued\ninterest of $2,331 on the assumption date.

In\nOctober, 2023, the CEO loaned the Company $285 through a note which provides for interest at 15.0% per year.

In\nJanuary 2025 the CEO loans were amended to extend the maturity dates to December 31, 2025. In December 2025, the CEO loans were amended\nto extend the PIK interest period and maturity dates to December 31, 2026.

KTL\nNote, RWI Note, and Celeniv Licensing Obligation

In\nJuly 2025 the Company borrowed $6,812 from a former Director of the Company through a secured promissory loan. The loan provided for\nannual interest of 2.0% and had a maturity date of March 21, 2026. A portion of the loan proceeds were to be used to repay the Starr\nloan. The KTL Note was issued with a warrant to purchase up to 3,700,000 shares of the Company’s class A common stock at an exercise\nprice of $2.53 per share and has a 5-year term. The warrants were considered equity due to their fixed exercise price.

In\nMay 2023, the Company borrowed $6,000 (net of an original issue discount of $120) from RWI through a senior secured loan agreement. The\nloan had a maturity of June 14, 2023 and provided for interest of 12.5% per year (15.5% in the event of default), the first year of interest\nwas paid in kind. The loan agreement was amended in June 2023.

In\nAugust 2025, the Company sold certain intellectual property to Celeniv Pte. Ltd (“Celeniv”) in exchange for the assignment\nof the RWI and KTL loans to Celeniv. The value of the loans assigned were principal $33,812, accrued interest $4,031, accrued paid-in\nkind interest $3,835 and unamortized debt discount $5,955.

The\nsale granted Celeniv an exclusive, worldwide, royalty-bearing license. Royalties are due to Celeniv in amount equal to 12.5%\nof the purchase price payable in quarterly installments commencing on the one-year anniversary through the earlier of (A) the\nclosing of the Asset Purchase (as defined below) and (B) the fifth anniversary of the License Agreement (including the Negotiation\nPeriod). Each quarterly installment is equal to approximately $1,057, with the first payment due on September 30, 2026.\nAs of June 30, 2026 the Company had not made any payments to Celeniv for the License Agreement.

Pursuant\nto the License Agreement, the Company has the option to purchase from Celeniv all (not part) of Celeniv’s right, title and interest\nin the Licensed Technology (as defined in the License Agreement) and Licensed Marks (“Asset Purchase”). The Option shall\nbe in effect for a period of five years beginning August 13, 2025 (the “Option Period”). Unless terminated earlier or otherwise\nextended pursuant to the terms of the License Agreement, the License Agreement shall terminate on August 13, 2030. Celeniv may terminate\nthe License Agreement (i) if the Company breaches the terms thereof, unless such breach is cured within 60 days of the receipt of written\nnotice of the breach from Celeniv or (ii) immediately in the event that any action is taken by the Company or its creditors to effectuate\nthe Company’s liquidation, dissolution or winding-up. The License Agreement will automatically terminate upon the closing of the\nAsset Purchase or may be terminated upon mutual agreement of the parties.

The\nCompany accounted for the transaction as a financing arrangement as the transaction did not meet the sale criteria of ASC\n606-10-25-30, and the Company recognized a licensing obligation of $35,723,\nincluding a premium of $1,911.\nThe accrued interest on the assigned loans was forgiven, and the licensing obligation premium was fully amortized during the year\nended December 31, 2025. Future quarterly payments under the License Agreement will reduce the licensing obligation over the course\nof the term. The total licensing obligation was $33,812\nat June 30, 2026 and December 31, 2025, respectively.

Employment\nof Family Member

The\nCEO’s daughter is employed by the Company as Vice President, Corporate Strategy & Business Development at a compensation structure\ncommensurate with those of Company employees in similar positions.

Fountain\nLife Management LLC

In\nNovember 2024, the Company entered into a Technology Services Agreement with Fountain Life Management LLC (“Fountain\nLife”), under which the Company processes and stores mononuclear cells isolated from blood samples collected by Fountain Life\nor its authorized representatives. Fountain Life paid the Company a one-time fee of two thousand five hundred dollars ($2,500) per\nsample. The Technology Services Agreement automatically extends for one-year periods unless earlier terminated by either party.\nThere were no revenues from the agreement in 2026 and revenues were minimal in 2025. Revenue from sales of other products were $519\nand $715 for the three and six months ended June 30, 2026, respectively (minimal for the three and six months ended June 30, 2025).\nAccounts receivable were $200\nand $0\nas of June 30, 2026 and December 31, 2025, respectively. The Company’s CEO, and a Director, Peter Diamandis, M.D., are\nfounding partners of Fountain Life.

Gordon Promissory Note

On June 19, 2026, Steven N. Gordon,\nits Chief Operating Officer was appointed to the Company’s Board of Directors and Mr. Gordon loaned the Company $0.3 million to\naid working capital needs. Refer to Note 11 – Debt for additional information.

22.\nSubsequent Events

Nasdaq\nDeficiency Notices

On\nAugust 21, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with the timely filing\nrequirement under Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 10-Q for the period ended June 30, 2026.

Manufacturing\n Collaboration with MuseCell Innovations Pte. Ltd.

On\nAugust 27, 2026, the Company announced a manufacturing collaboration with MuseCell Innovations Pte. Ltd. (“MCI”), a Singapore-based\ncompany that owns the Dezawa MuseCell^® platform, to manufacture Dezawa MuseCells and related derivative products at the\nCompany’s Florham Park, New Jersey facility. The collaboration contemplates an initial manufacturing program, following which the\nparties intend to explore an expanded manufacturing relationship. MCI has estimated that purchases under the initial program and potential\nfuture collaboration could exceed $300 million in the aggregate over five years. This estimate is non-binding, does not represent committed\norders or Company revenue guidance, and depends on successful execution of the initial program, further agreements between the parties\nand future demand. There can be no assurance that an expanded relationship will be established or that purchases will occur in the estimated\namount, within the anticipated timeframe or at all. The products contemplated by the collaboration have not been approved by the U.S.\nFood and Drug Administration.

Financing

On\nSeptember 23, 2026, the Company entered into a Securities Purchase Agreement providing for the issuance of senior secured convertible\nnotes and warrants for aggregate gross proceeds of up to approximately $25.0\nmillion. On September 24, 2026, the Company completed the initial\nclosing under the agreement, resulting in aggregate gross proceeds of $9.7 million. Net proceeds were $8.8 million after legal and advisory fees of $863. Additional proceeds are subject to the terms\nand conditions of the Securities Purchase Agreement.

June 2026 Promissory Note Default Notice

In a September\n1, 2026 letter, the lender’s counsel asserted that an event of default had occurred, the applicable forbearance had expired and\ndefault interest at 18% per annum applied beginning August 5, 2026. The letter reserved the lender’s rights but did not demand immediate\nrepayment of principal.

BioCellgraft, Inc. Default\nNotice

On July\n28, 2026, the Company delivered a notice of default to BioCellgraft, Inc. relating to unpaid license fee installments of $250 each due\non March 31 and June 30, 2026 under its December 1, 2025 license agreement. The Company suspended performance under the applicable agreements\nand engaged in discussions regarding a potential resolution.

Termination of Chief Commercial Officer

On August 5, 2026, the Company terminated the employment\n of Rick Gonzalez, our Chief Commercial Officer, effective immediately. On September 1, 2026, counsel for Mr. Gonzalez sent the Company\n a letter claiming compensation totaling $632 for alleged unpaid wages, bonuses and benefits arising from his employment and termination.\n Mr. Gonzalez’s employment terms were set forth in an offer letter, rather than an employment agreement. The Company is attempting\n to reach an amicable resolution.

Item\n2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You\nshould read the following discussion of our financial condition and results of operations together with the unaudited interim condensed\nconsolidated financial statements and the notes thereto included elsewhere in this report and our audited consolidated financial statements\nand the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025, or the 2025 Form 10-K. The following\ndiscussion contains forward-looking statements, including statements regarding our business strategy, development programs, manufacturing\nactivities, strategic transactions and anticipated financial performance. See “Special Note Regarding Forward-Looking Statements.”\nThese statements involve risks and uncertainties, including those discussed in this report and under “Part I—Item 1A. Risk\nFactors” in the 2025 Form 10-K, that could cause our actual results to differ materially from those expressed or implied by these\nforward-looking statements.

Overview

We\nare a longevity-focused regenerative and cellular medicine company developing and manufacturing placenta-derived cellular therapy candidates\nintended to address age-related diseases, tissue degeneration and declines in human function. Our business combines cellular therapy\nresearch and development, manufacturing capabilities, biobanking services and participation in the commercialization and supply of placental-derived\nbiomaterial products through licensing and other contractual arrangements. Our strategy is to concentrate resources on our cellular therapy\nplatform and manufacturing infrastructure while pursuing opportunities to generate revenue from third-party manufacturing services, biobanking\nand our retained biomaterials activities.

Business\nRealignment

Our\nbusiness has evolved from the broader development and direct commercialization model historically associated with our cellular therapy,\nbiomaterials and biobanking activities. In March 2026, we entered into agreements with NexGel, Inc. (“NexGel”), providing\nfor the transfer of certain commercial and other assets associated with our biomaterials portfolio and an exclusive license to develop\nand commercialize specified products, subject to territorial and other contractual limitations. We completed the transaction in April\n2026. The transaction shifted responsibility for specified biomaterials commercialization and development activities to NexGel while\npreserving certain contractual rights and opportunities for future economic participation.

Our\nbiomaterials portfolio has included Biovance^®, Biovance^® 3L, Biovance^® 3L Ocular, Interfyl^®,\nCentaFlex^® and Rebound™, which are placental-derived allografts and connective tissue matrices developed for surgical,\nwound care and related applications. Our continuing activities with respect to these products depend on the applicable product rights,\nterritories and manufacturing, supply, licensing and distribution arrangements. Accordingly, our historical biomaterials product sales\nand operating expenses may not be indicative of our results following the transaction and related organizational changes.

In\nconnection with this realignment, we reduced personnel and other expenditures associated with certain commercial and product development\nfunctions. These actions are intended to reduce operating costs and concentrate investment on our cellular therapy programs and manufacturing\ncapabilities. The extent to which we realize these benefits will depend on our execution, the performance of our counterparties and our\nongoing contractual obligations.

Cellular\nTherapy Platform and Development Strategy

Our\ncellular therapy strategy is based on the potential of cells derived from the postpartum placenta to address biological processes associated\nwith age-related disease, including chronic inflammation, impaired tissue repair and immune dysfunction. Our objective is to develop\ntherapies that may extend health span, which we define as the period of life spent in good health and with preserved function.

Aging\nis associated with progressive changes in tissue structure, regenerative capacity and immune function. Cellular senescence, stem cell\nexhaustion and chronic inflammation are among the biological processes implicated in these changes. We believe placenta-derived cells\nmay offer opportunities to modulate certain of these processes. However, the ability of our product candidates to produce clinically\nmeaningful benefits must be established through appropriate studies.

Our\ndevelopment priorities include cenplacel-L, a placenta-derived mesenchymal-like adherent stromal cell, product candidate. We are pursuing\nits potential application in diabetic foot ulcers and evaluating development opportunities in age-related frailty and other degenerative\nconditions. Our broader platform also includes placenta-derived natural killer, or NK, cells, including CYNK-001, which we are evaluating\nfor potential applications involving immune function and the clearance of senescent cells. The advancement, timing and scope of individual\nprograms depend on available funding, regulatory requirements, scientific and clinical results, and strategic priorities.

Our\ncellular therapy candidates are investigational and have not been approved by the U.S. Food and Drug Administration. Their safety and\neffectiveness for the proposed indications have not been established. We also evaluate opportunities involving physician access and collaborations\nin jurisdictions with potentially applicable treatment pathways, subject to federal, state and foreign legal and regulatory requirements.\nThese activities do not constitute regulatory approval or establish the safety or effectiveness of our candidates.

Manufacturing\nand Third-Party Services

Our\nCelularity IMPACT (IMmunomodulatory Placenta-derived Allogeneic Cellular Therapy) platform integrates\nthe sourcing of postpartum placentas from donors who have provided informed consent with cell isolation, expansion, characterization,\ncryopreservation and manufacturing. Our infrastructure includes our purpose-built, approximately 147,215-square-foot facility in Florham\nPark, New Jersey, which supports our cellular therapy programs and other manufacturing and biobanking activities.

We\nbelieve postpartum placentas provide a scalable source of cells with biological properties that may support the development of allogeneic\ntherapies. Allogeneic therapies use donor-derived cells and are intended for use in multiple recipients, potentially enabling inventory-based,\noff-the-shelf supply. The suitability, tolerability and clinical performance of each candidate depend on its characteristics, manufacturing\nprocess, route of administration and intended use.

In\naddition to supporting our internal programs, we pursue revenue-generating opportunities to provide manufacturing and related technical\nservices to third parties. Depending on the engagement, these services may include cell processing and expansion, production, analytical\ntesting, cryopreservation, storage and related support. We also undertake biomaterials manufacturing and supply activities under applicable\ncontractual arrangements. These activities are intended to utilize our existing infrastructure and expertise, although their contribution\nto revenue and operating results depends on customer demand, capacity utilization, contractual terms and our ability to meet applicable\nspecifications and delivery requirements.

Our\nability to advance our development programs, expand manufacturing services and realize the anticipated benefits of our business realignment\nremain dependent on access to capital, effective management of our operating expenses, regulatory developments and the performance of\nour commercial and strategic counterparties.

Biobanking

We\ncontinue to operate our biobanking business primarily under the LifebankUSA brand, providing collection, processing and storage services\nfor umbilical cord and placental blood and tissue for potential future use. This business provides service revenue and supports our broader\nexpertise in biological material processing, cryopreservation and long-term storage. We are also evaluating opportunities to expand cell\nbanking services in support of our longevity-focused strategy. The potential future use of banked materials depends on their suitability\nand the availability of appropriate therapies and regulatory pathways.

Going\nConcern

We\nhave determined there are conditions that raise substantial doubt about our ability to continue as a going concern within one year from\nthe date these financial statements were issued. We have less than twelve-months cash on hand, do not generate sufficient cash from operations\nto operate the business for the next twelve months, and may not be able to continue as a going concern. We have historically funded operations\nthrough sales of products and services and equity and debt securities financings from both public and private investors. There is no\nassurance that such cash flows will continue in the future or that we will achieve cash positive operations.

We\nhave generally not been profitable and since our inception, we have incurred significant operating losses and used net cash for operating\nactivities. During the six months ended June 30, 2026, net income was $1.6 million and net cash provided by operating activities\nwas $0.3 million which included proceeds of $12.2 million from the sale of New Jersey net operating loss carryforwards. Excluding these\nproceeds, operating activities used net cash. As of June 30, 2026, we have an accumulated deficit of $989.9 million and have a working\ncapital deficit of $53.3 million. We restructured operations in the first six months of 2026 and believe increased sales are required\nto achieve break even operating cash flows in the next 12 months, however there is no assurance this will be achieved and significant\noperating losses and net cash uses for operations may continue for the foreseeable future. We will need to secure additional financing,\nhowever there is no assurance that financing can be raised or at acceptable terms. These factors indicate we may be unable to meet our\nobligations as they become due over the next twelve months, or sooner, and continue as a going concern.

On\nAugust 21, 2026, we received a notice from Nasdaq Stock Market LLC indicating that we are not in compliance with the timely filing requirement\nunder Nasdaq Listing Rule 5250(c)(1) due to our failure to timely file its Form 10-Q for the period ended June 30, 2026. We intend to\nregain compliance; however, there can be no assurance that we will be able to do so within any applicable period or that our securities\nwill continue to be listed on Nasdaq.

In\nthe event we are unable to secure additional outside capital to fund our obligations when they become due over the next 12 months beyond\nthe filing date, which includes the funds needed to repay our outstanding debt, management will be required to seek other strategic alternatives,\nwhich may include, among others, a significant curtailment of our operations, a sale of certain of our assets, a sale of the entire Company\nto strategic or financial investors, and/or allowing us to become insolvent by filing for bankruptcy protection under the provisions\nof the U.S. Bankruptcy Code.

These\nuncertainties raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial\nstatements have been prepared on the basis that we will continue to operate as a going concern, which contemplates that we will be able\nto realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the\naccompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Business\nSegments

We\nmanage our operations through an evaluation of three distinct business segments: Cell Therapy, BioBanking and Degenerative Disease. The\nreportable segments were determined based on the distinct nature of the activities performed by each segment. Cell Therapy broadly refers\nto cellular therapies we are researching and developing. Therapies being researched are unproven and in various phases of development.\nAll of the cell therapy programs fall into the Cell Therapy segment. Degenerative Disease produces, sells and licenses products used\nin surgical and wound care markets, such as Biovance, Biovance 3L, Interfyl, CentaFlex and Rebound. We sell products in this segment\nusing independent sales representatives as well as distributors. We intend to develop additional tissue-based products for the Degenerative\nDisease segment. BioBanking collects stem cells from umbilical cords and placentas and provides storage of such cells on behalf of individuals\nfor future use. We operate in the biobanking business primarily under the LifebankUSA brand. For more information about our reportable\nbusiness segments refer to Note 20, “Segment Information” of our condensed consolidated financial statements included in\nthis quarterly report on Form 10-Q.

Corporate\nInformation

Our\nprincipal executive offices are located at 170 Park Avenue, Florham Park, New Jersey 07932, and our telephone number is (908) 768-2170.

Components\nof Operating Results

Net\nrevenues

Net\nrevenues include: (i) sales of biomaterial products, including Biovance, Biovance 3L, ReboundTM, Interfyl, and CentaFlex of which our\ndirect sales are included in Product Sales while sales through our network of distribution partners are included in License, royalty\nand other; and (ii) the collection, processing and storage of umbilical cord and placental blood and tissue after full-term pregnancies,\ncollectively, Services.

Cost\nof revenues

Cost\nof revenues consists of labor, material and overhead costs associated with our two existing commercial business segments, biobanking\nand degenerative disease. Biobanking costs include the cost of storage and transportation kits for newly banked materials as well as\ntank and facility overhead costs for cord blood and other units in storage. Degenerative disease costs include costs associated with\nprocuring placentas, qualifying the placental material and processing the placental tissue into a marketable product. Costs in the\ndegenerative disease segment include labor and overhead costs associated with the production of the Biovance, Biovance 3L,\nReboundTM, Interfyl and CentaFlex product lines. Cost of revenues associated with direct sales are part of Product Sales while cost\nof revenues associated with sales through our network of distribution partners are included in License, royalty and\nother.

Research\nand development expense

Research\nand development expenses primarily relate to basic scientific research into placentally derived allogeneic cells, pre-clinical studies\nto support our current and future clinical programs in cellular medicine, clinical development of our NK cell programs and facilities,\ndepreciation and other direct and allocated expenses incurred through research and development activities. We incur expenses for research\nscientist personnel, specialized chemicals and reagents used to conduct biologic research, expenses for third party testing and validation\nand various overhead expenses including rent and facility maintenance expenses. Basic research, research collaborations involving partners\nand research designed to enable successful regulatory submissions are critical to our current and future success in cell therapy. The\namount of our research and development expenditures will depend on numerous factors, including the timing of clinical trials, preliminary\nevidence of efficacy in clinical trials and the number of indications that we choose to pursue.

Selling,\ngeneral and administrative expense

Selling,\ngeneral and administrative expenses consists primarily of personnel costs including salaries, bonuses, stock compensation and benefits\nfor specialized staff that support our core business operations. Executive management, finance, legal, human resources and information\ntechnology are key components of selling, general and administrative expense and those expenses are recognized when incurred. The magnitude\nand timing of our selling, general and administrative costs commercialization efforts for any approved therapies including the release\nof new products within the degenerative disease portfolio, changes in the regulatory environment or staffing needs to support our business\nstrategy.

Results\nof Operations

Comparison\nof Three Months Ended June 30, 2026 to June 30, 2025

	Three Months Ended June 30,						Percent
	2026			2025			Increase (Decrease)		Increase (Decrease)
Net revenues:
Product sales	$	4,061			$	2,379		$	1,682		70.7	%
Services		652				1,275			(623	)	(48.9	)%
License, royalty and other		719				2,082			(1,363	)	(65.5	)%
Total revenues		5,432				5,736			(304	)	(5.3	)%
Operating expenses:
Cost of revenues (excluding amortization of acquired intangible assets)
Product sales		2,071				2,550			(479	)	(18.8	)%
Services		227				220			7		3.2	%
License, royalty and other		49				2,472			(2,423	)	(98	)%
Research and development		2,028				3,352			(1,324	)	(39.5	)%
Selling, general and administrative		4,940				12,634			(7,694	)	(60.9	)%
Amortization of acquired intangible assets		354				372			(18	)	(4.8	)%
Total operating expense		9,669				21,600			(11,931	)	(55.2	)%
Loss from operations	$	(4,237	)		$	(15,864	)	$	11,627		(73.3	)%

Product\nsales were $4.1 million for the three months ended June 30, 2026, compared to $2.4 million in 2025, an increase of $1.7 million, 70.7%,\nmainly driven by increased Biovance 3L product sales offset in part by changes in customer purchasing behavior due to the\ninsurance reimbursement environment.

Revenues\nfrom Services were $0.7 million in 2026 compared to $1.3 million in 2025, a decrease of $0.6 million, 48.9% driven by one-time Biobanking\nsales adjustments of $0.6 million.

Revenues\nfrom license, royalty and other were $0.7 million in 2026 compared to $2.1 million in 2025, a decrease of $1.4 million, 65.5%, driven\nby lower distributor BioCellgraft demand.

Cost of revenues from product\nsales were $2.1 million in 2026 compared to $2.6 million in 2025, a decrease of $0.5 million, 18.8%. The decrease was primarily due to\na write-off of capitalized bulk material costs of $2.5 million in the prior year period, partially offset by increased costs driven by\nhigher product sales volume.

Cost\nof Services revenues were $0.2 million in 2026 and 2025.

Cost of License, royalty and other revenues were minimal (license and royalty\nrevenues have minimal cost of sales ) for the three months ended June 30, 2026 compared to $2.5 million in the prior year period\ndue to lower distributor sales and distributor inventory net realizable value adjustments required in 2025 and not in 2026.

Research\nand Development Expenses

Research\nand development expenses were $2.0 million in 2026 compared to $3.4 million in 2025, a decrease of $1.3 million, 39.5%, driven by lower\nheadcount and headcount related allocations.

Selling,\nGeneral and Administrative Expenses

Selling, general and administrative\nexpenses were $4.9 million compared to $12.6 million in 2025, a decrease of $7.7 million, 60.9%. The decrease was driven by lower headcount\nwhich decreased compensation and headcount related IT, legal, facilities, human resources, security and other administrative expenses\nof $4.3 million, lower independent sales representative compensation of $2.1 million due to lower sales and a shift to sales compensation\nplans with lower commission rates, decreased audit, tax and legal fees of $0.5 million, and lower general expenditures of $0.8 million\nfrom other expense reductions.

Other\nIncome (Expense)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Three Months Ended June 30,						Percent
	2026			2025			Change		Change
Interest income	$	11			$	62		$	(51	)	(82.3	)%
Interest expense		(177	)			(1,943	)		1,766		(90.9	)%
Change in fair value of warrant liabilities		1,065				(1,276	)		2,341		(183.5	)%
Gain on SLS Settlement		6,730				-			6,730		100.0	%
Loss on Helena Settlement		(2,500	)			-			(2,500	)	(100.0	)%
Change in fair value of debt		(175	)			(1,075	)		900		(83.7	)%
Other expense, net		(11	)			(4,428	)		4,417		(99.8	)%
Total other income (expense)	$	4,943			$	(8,660	)	$	13,603		(157.1	)%

Total other\nincome was $4.9 million in 2026 compared to total other expense of $8.7 million in 2025, a favorable swing of $13.6 million. The\nchange was primarily due to the gain recognized on SLS settlement of $6.7 million, a decrease in interest expense of $1.8 million\ndue to lower period over period debt outstanding, a decrease in warrant fair values of $2.3 million, a decrease in the fair value of\ndebt of $0.9 million and a decrease in other expense of $4.4 million due to the accrual of Compliance Fees in the prior period,\npartially offset by a $2.5 million loss on settlement with Helena.

Comparison\nof Six Months Ended June 30, 2026 to June 30, 2025

	Six Months Ended June 30,						Percent
	2026			2025			Increase (Decrease)		Increase (Decrease)
Net revenues:
Product sales	$	4,927			$	11,397		$	(6,470	)	(56.8	)%
Services		1,902				2,683			(781	)	(29.1	)%
License, royalty and other		2,449				3,082			(633	)	(20.5	)%
Total revenues		9,278				17,162			(7,884	)	(45.9	)%
Operating expenses:
Cost of revenues (excluding amortization of acquired intangible assets)
Product sales		2,243				5,056			(2,813	)	(55.6	)%
Services		449				429			20		4.7	%
License, royalty and other		1,107				3,311			(2,204	)	(66.6	)%
Research and development		5,022				7,080			(2,058	)	(29.1	)%
Selling, general and administrative		14,105				26,896			(12,791	)	(47.6	)%
Amortization of acquired intangible assets		722				740			(18	)	(2.4	)%
Total operating expense		23,648				43,512			(19,864	)	(45.7	)%
Loss from operations	$	(14,370	)		$	(26,350	)	$	11,980		(45.5	)%

Product\nsales were $4.9 million for the six months ended June 30, 2026, compared to $11.4 million in 2025, a decrease of $6.5 million, 56.8%,\nmainly driven by lower Biovance 3L and Rebound product sales and in part by changes in customer purchasing behavior due to the insurance\nreimbursement environment.

Revenues\nfrom BioBanking services were $1.9 million in 2026 compared to $2.7 million in 2025, a decrease of $0.8 million, 29.1% driven by one-time\nBiobanking sales adjustments of $0.6 million.

Revenues\nfrom license, royalty and other were $2.4 million in 2026 compared to $3.1 million in 2025, a decrease of $0.6 million, 20.5%, driven\nby lower distributor BioCellgraft demand.

Cost of revenues from product\nsales were $2.2 million in 2026 compared to $5.1 million in 2025, a decrease of $2.8 million, 55.6% driven by lower product sales volume\nand cost of revenues from product sales in 2025 included a write-off of capitalized material costs of $1.9 million. License\nand royalty revenues have minimal cost of sales.

Cost\nof Services revenues were $0.4 million in 2026 and 2025.

Cost\nof License, royalty and other revenues were $1.1 million in 2026 compared to $3.3 million in 2025, a decrease of $2.2 million due\nprimarily to lower distributor sales of $2.0 million and lower Rebound™ royalties in 2026.

Research\nand Development Expenses

Research\nand development expenses were $5.0 million in 2026 compared to $7.1 million in 2025 a decrease of $2.1 million, 29.1% driven by lower\nheadcount which decreased compensation and headcount related IT, legal, facilities,\nhuman resources, security and other research and development expenses.

Selling,\nGeneral and Administrative Expenses

Selling, general and administrative\nexpenses were $14.1 million in 2026 compared to $26.9 million in 2025, a decrease of $12.8 million. The decrease was driven by lower headcount\nwhich decreased compensation and headcount related IT, legal, facilities, human resources, security and other administrative expenses\nof $5.7 million, lower independent sales representative compensation of $4.7 million due to lower sales and a shift to sales\ncompensation plans with lower commission rates, decreased audit, tax and legal fees of $1.5 million, decreased bad debt expense of $0.4\nmillion and lower general expenditures of $0.5 million from other expense reductions.

Other\nIncome (Expense)

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Six Months Ended June 30,						Percent
	2026			2025			Change		Change
Interest income	$	73			$	138		$	(65	)	(47.1	)%
Interest expense		(529	)			(4,380	)		3,851		(87.9	)%
Change in fair value of warrant liabilities		978				(1,034	)		2,012		n/m
Gain on SLS Settlement		6,730				-			6,730		100.0	%
Loss on Helena Settlement		(2,500	)			-			(2,500	)	(100.0	)%
Change in fair value of debt		(341	)			(1,087	)		746		(68.6	)%
Loss on debt extinguishment		-				(5,736	)		5,736		(100.0	)%
Sale of New Jersey state tax loss benefit		12,159				-			12,159		100.0	%
Other expense, net		(620	)			(5,829	)		5,209		(89.4	)%
Total other income (expense)	$	15,950			$	(17,928	)	$	33,878		n/m

Total other income was $16.0 million in 2026 and a loss of $17.9 million\nin 2025 primarily driven by: (i) the sale of New Jersey state tax loss benefit of $12.2 million, (ii) the gain on the SLS settlement of\n$6.7 million, (iii) a decrease in interest expense of $3.9 million due to lower debt and (iv) accrual of Compliance Fees in the prior\nperiod, partially offset by a $2.5 million loss on settlement with Helena.

Liquidity\nand Capital Resources

As of June 30, 2026, cash and cash equivalents were $0.6 million, the accumulated\ndeficit was $989.9 million, and the working capital deficit was $53.3 million. Our primary sources of cash are from financing activities\nand from products, services and licensing sales. We use this cash to fund our operations and satisfy our debt obligations.

Our\ncurrent cash resources are not sufficient to fund our operations for a period of 12 months beyond the filing date and we are actively\npursuing additional sources of capital and strategic sales partnerships to improve our liquidity and financial position, including transactions\ndesigned to monetize assets, reduce indebtedness and transition to a more capital-efficient operating model. While our ability to secure\nadditional financing is subject to market conditions and other factors, these uncertainties raise substantial doubt about our ability\nto continue as a going concern.

We\nare evaluating and pursuing commercialization of certain investigational cellular therapies, including cenplacel-L, in jurisdictions\nthat permit the use of such products outside of traditional regulatory approval pathways, subject to applicable local laws and regulations.\nIf we obtain regulatory approval for any of our therapeutic candidates, we expect to incur significant commercialization expenses related\nto therapeutic sales, marketing, manufacturing and distribution as our current commercialization efforts are limited to our biobanking\nand degenerative disease businesses.

We\nexpect to finance our cash needs through equity offerings, debt financings or other capital sources, and from commercial sales of our\nbiomaterials products, and from sales collaborations, licenses and other similar arrangements for our cellular therapeutics and these\nsales activities must increase to achieve positive cash flows from operations. We continue to explore licensing and collaboration arrangements\nfor our cellular therapeutics as well as distribution arrangements for our degenerative disease business. We may be unable to raise additional\nfunds or enter such other arrangements when needed. Failure to raise the cash needed will have a negative impact on our financial condition\nand on our ability to pursue our business plans and strategies.

We\nexpect to incur substantial expenses in the foreseeable future for our degenerative disease business and ongoing internal research and\ndevelopment programs. We will require substantial additional funding in the future to build the sales, marketing and distribution infrastructure\nthat will be necessary to commercialize our cell therapies products.

Inflation\nhas not significantly impacted our business, however, sustained increases in inflation or interest rates could affect the broader\neconomy and, in turn, impact our cash flows.

Cash\nFlows

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(in thousands)	Six Months Ended June 30,
	2026			2025			Change
Cash provided by/(used in):
Operating activities	$	339			$	(3,992	)	$	4,331
Financing activities		(6,317	)			3,951			(10,268	)
Net change in cash, cash equivalents and restricted cash	$	(5,978	)		$	(41	)	$	(5,937	)

Operating\nActivities

Cash provided by operating activities\nwas $0.3 million in 2026 compared to cash used of $4.0 million in 2025. The change was primarily driven by higher earnings adjusted for\nnon-cash items, inclusive of the receipt of proceeds from the sale of New Jersey net operating loss carryforwards of $12.2 million, partially\noffset by unfavorable period over period changes in working capital.

Investing\nActivities

We\nmade no investing cash expenditures in the six months ended June 30, 2026 and 2025.

Financing\nActivities

Cash\nused in financing activities was $6.3 million in 2026 compared to $4.0 million provided in 2025 driven by $7.0 million of repayments\nof short-term unaffiliated debt, offset by $1.3 million of promissory note borrowings.

In\n2025, our financing activities included $2.5 million of proceeds from the issuance of common stock to Dragasac in connection with a warrant\ninducement agreement and the sale of accounts receivable of $0.9 million.

Recent\nDevelopments

In\nDecember 2025 we entered into agreements with an investor providing financing through senior secured and convertible notes. We issued\na Senior Secured Non-Convertible Promissory Note of $7.0 million (the “Senior Note”) and a warrant to purchase up to 2,448,917\nshares of our Class A common stock (the “Senior Note Warrant”). On February 13, 2026, we repaid in full the outstanding principal\nand accrued interest under the Senior Note. We also issued a Secured Convertible Promissory Note of $3.0 million and a warrant to purchase\nup to 1,258,740 shares of our Class A common stock (the “Convertible Note Warrant”). The Senior Note Warrant and the Convertible\nNote Warrant are both exercisable commencing on June 19, 2026 through December 19, 2030 at a price of $2.00 per share.

On\nApril 17, 2026, Helena delivered to us a notice of event of default (the “Helena Default Notice”) under the Helena Note.\nIn the Helena Default Notice, Helena asserted that one or more events of default had occurred under the Helena Note, including among\nother things, our failure to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, including becoming\ndelinquent in its filings. We believe the asserted default arose from our failure to timely file our Annual Report on Form 10-K for the\nfiscal year ended December 31, 2025. Under the Helena Note, if an event of default is not cured within the applicable cure period, which\nis five business days for this type of asserted default, Helena may declare due and payable the “Mandatory Default Amount,”\nwhich is equal to 115% of the outstanding principal amount, accrued interest and all other amounts owing under the Helena Note. In addition,\nfollowing an event of default, any outstanding principal balance accrues interest at a rate of 15% per annum, compounded annually. On\nMay 21, 2026, we entered into a settlement agreement with Helena to resolve certain existing claims and restructure obligations under\nour existing transaction documents. Under the settlement agreement, we agreed to make an initial payment of $500,000 and five monthly\ninstallment payments of $100,000 each, assign rights under a $2.5 million portion of the NexGel promissory note described below, and\namend the existing security agreement. Helena’s release of claims was conditioned on our satisfaction of specified release conditions.\nWe did not make the installment payments due on July 21 and August 21, 2026 timely. On August 25, 2026, we paid Helena $200,000, bringing\nour aggregate cash payments under the settlement agreement to $800,000. Helena has asserted that the missed payments constitute defaults\nand that it is entitled to exercise conversion rights under the Helena Note. We dispute Helena’s asserted entitlement to the conversion\namount it has demanded. We are engaged in discussions to resolve the matter. For the three and six months ended June 30, 2026, we recognized a loss on settlement with Helena of $2.5 million.

In\nMarch 2026 and as amended in April 2026, the Company sold NexGel, Inc. an exclusive, transferable and sublicensable license to develop\nand commercialize certain degenerative disease products in exchange for $13.3 million. NexGel paid the Company $4.8 million cash at closing,\n$0.6 million cash in the 2^nd quarter of 2026, which was contingent on the Company filing its 2025 Report on Form 10-K, NexGel\nassumed the obligation to pay sales commissions of $2.9 million earned by and owed to certain Celularity employees, and NexGel issued\nCelularity a $5.0 million 18-month convertible note which, subject to certain conditions, is convertible into NexGel common stock. The\nnote was subsequently split into two notes of $2.5 million each, one of which was assigned to Helena Global Investment Opportunities,\nLtd (“Helena”) as partial satisfaction of amounts due Helena and one of which was assigned to Sequence as partial satisfaction\nof amounts due Sequence.

On\nApril 14, 2026, the Company entered into a Settlement Agreement and Mutual General Release (the “SLS Settlement Agreement”)\nwith Sequence LifeScience, Inc. (“Sequence”) to resolve certain disputes arising under the parties’ prior asset purchase\nand supply agreements. Pursuant to the SLS Settlement Agreement, and subject to the closing of our previously announced transaction with\nNexGel (the “NexGel Transaction”), we agreed to provide consideration to Sequence, including (i) the grant of a sublicense\nto certain intellectual property and related assets, (ii) the return of certain product inventory, (iii) the assignment of a portion\nof future milestone payments payable to us in connection with the NexGel Transaction, (iv) the assignment of a portion of the convertible\npromissory note to be received from NexGel, and (v) certain manufacturing rights. The SLS Settlement Agreement was expressly contingent\nupon the closing of the NexGel Transaction. The NexGel Transaction closed on April 17, 2026.

In\nApril 2026, we implemented certain organizational changes in connection with its ongoing strategic realignment and previously announced\nthe sale of certain biomaterials assets and out-license of specified products. On April 9, 2026, we terminated the employment of John\nR. Haines, our Senior Executive Vice President, Global Manager and Chief Administrative Officer, without cause. Mr. Haines’ final\nday of employment was May 8, 2026. On April 13, 2026, Stephen A. Brigido, our President, Degenerative Diseases, resigned from his position,\nwith an effective date of separation of April 15, 2026. These leadership changes reflect the Company’s continued focus on aligning\nour organizational structure and resources with its core cell therapy platform and strategic priorities.

On May 27, 2026, we received a notice from Nasdaq Stock Market LLC indicating\nthat we were not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to our failure to timely file\nour Form 10-Q for the period ended March 31, 2026. On June 9, 2026, we received written notice from Nasdaq indicating that our market\nvalue of listed securities had been below the $35.0 million minimum required by Nasdaq Listing Rule 5550(b)(2) for 30 consecutive business\ndays. Under Nasdaq Listing Rule 5810(c)(3)(C), we were provided 180 calendar days, or until December 7, 2026, to regain compliance. To\nregain compliance, our market value of listed securities must equal or exceed $35.0 million for at least 10 consecutive business days\nduring that period, subject to Nasdaq’s discretion to require a longer period. On September 11, 2026, Celularity Inc. (“Celularity”)\nreceived written notifications from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) confirming\nthat Celularity has regained compliance with the minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2) and the minimum market\nvalue of listed securities requirement under Nasdaq Listing Rule 5550(b)(2). Nasdaq has advised Celularity that each of these matters\nis now closed.

On\nAugust 21, 2026, we received an additional notice indicating that we remained delinquent in filing that report and had not timely filed\nour Form 10-Q for the period ended June 30, 2026. Nasdaq requested and we submitted a plan to regain compliance. Any exception granted\nby Nasdaq would be limited to a maximum of 180 calendar days from the prescribed due date of the initial delinquent filing, or November\n16, 2026. We intend to regain compliance; however, there can be no assurance that we will be able to do so within any applicable period\nor that its securities will continue to be listed on Nasdaq.

On\nJune 3, 2026, we entered into a letter agreement with DefEYE, Inc. (“DefEYE”) resolving a dispute following our May 7, 2026\nnotice asserting nonpayment of approximately $1.3 million in outstanding invoices. The agreement terminates the availability of the product\npurchase credit provided under the August 5, 2025 Fourth Amendment to the Supply Agreement, which previously governed our relationship\nwith DefEYE, for product invoiced after May 6, 2026 and requires DefEYE to pay for subsequent purchases under the applicable contractual\nterms. As a transition accommodation, we agreed to provide a one-time 20% discount on the next $1.5 million of eligible purchases, payable\non net 30-day terms, and returned 3,910,706 shares of DefEYE Series Seed-2 Preferred Stock, satisfying the related condition to effectiveness.\nThe agreement also establishes a framework for secondary manufacturing of specified shortfalls, while preserving our position as primary\nmanufacturer and providing us fees on secondary manufacturing purchases.

On\nJune 29, 2026, we entered into a loan agreement with the Barach Family Trust providing for a $1.0 million secured loan. The loan bears\ninterest at 4% per annum, with a default interest rate of 18% per annum, and matures upon the earlier of 30 days after issuance or the\ncompletion of a subsequent transaction meeting the repayment threshold specified in the agreement. In a September 1, 2026 letter, the\nlender’s counsel asserted that an event of default had occurred, the applicable forbearance had expired and default interest at\n18% per annum applied beginning August 5, 2026. The letter reserved the lender’s rights but did not demand immediate repayment\nof principal.

On\nJuly 28, 2026, we delivered a notice of default to BioCellgraft, Inc. relating to unpaid license fee installments of $250,000 each due\non March 31 and June 30, 2026 under our December 1, 2025 license agreement. We suspended performance under the applicable agreements\nand engaged in discussions regarding a potential resolution.

On\nAugust 5, 2026, we terminated the employment of Rick Gonzalez, our Chief Commercial Officer, effective immediately. On September 1, 2026,\ncounsel for Mr. Gonzalez sent us a letter claiming compensation totaling $632,480 for alleged unpaid wages, bonuses and benefits arising\nfrom his employment and termination. Mr. Gonzalez’s employment terms were set forth in an offer letter, rather than an employment\nagreement. We are attempting to reach an amicable resolution.

On\nSeptember 23, 2026, we entered into a Securities Purchase Agreement providing for the issuance of senior secured convertible notes and\nwarrants for aggregate gross proceeds of up to approximately $25.0 million. On September 24, 2026, we completed the initial closing under the agreement,\nresulting in aggregate gross proceeds of $9.7 million. Additional proceeds are subject to the terms and conditions of the Securities Purchase\nAgreement.

Critical\nAccounting Policies

Our\nsignificant accounting policies are summarized in Note 2, “Summary of Significant Accounting Policies,” included in\nour consolidated financial statements included elsewhere in this report on Form 10-Q.

Item\n3. Quantitative and Qualitative Disclosures About Market Risk.

Not\napplicable.

Item\n4. Controls and Procedures.

Evaluation\nof Disclosure Controls and Procedures

The\nterm “disclosure controls and procedures”, as defined under Rules 13a-15(e) and 15d-15(e) under the Exchange Act or the Act,\nmeans controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by an issuer in\nthe reports that it files or submits under the Act is recorded, processed, summarized and reported, within the time periods specified\nin the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed\nto ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated\nand communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing\nsimilar functions, as appropriate to allow timely decisions regarding required disclosure.

Management,\nwith the participation of our Principal Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure\ncontrols and procedures as of June 30, 2026 and concluded, consistent with prior reporting periods, that these controls and procedures\nwere not effective due to material weaknesses in internal control over financial reporting for complicated financial transactions causing\nthe Company to file quarterly and annual reports late.

Internal\nControl Over Financial Reporting

Management\nis responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed\nto provide reasonable assurance to our management and board of directors regarding the preparation and fair presentation of published\nfinancial statements. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems\ndetermined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. An\ninternal control material weakness is a significant deficiency, or aggregation of deficiencies, that does not reduce to a relatively\nlow level the risk that material misstatements in financial statements will be prevented or detected on a timely basis by employees in\nthe normal course of their work. An internal control significant deficiency, or aggregation of deficiencies, is one that could result\nin a misstatement of the financial statements that is more than inconsequential. In making its assessment of internal control over financial\nreporting Management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal\nControl — Integrated Framework (2013).

Material\nWeakness in Internal Control Over Financial Reporting

We\npreviously disclosed material weaknesses in our internal control over financial reporting. Specifically, we had insufficient resources\nwith the appropriate knowledge and expertise to design, implement, and operate effective internal controls over our financial reporting\nprocess that contributed to other material weaknesses within our system of internal control over financial reporting at the control activity\nlevel. In addition, we failed to timely file quarterly reports on Form 10-Q for quarters within the year ended December 31, 2025 and\nthe first and second quarters of 2026, and the report on Form 10-K for the year ended December 31, 2025. As a result, we have identified\nthe following material weaknesses as of June 30, 2026:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	i.	Control Environment:\n We failed to demonstrate a commitment to attract, develop, and retain competent and sufficient qualified resources with an appropriate\n level of knowledge, experience, and training in certain areas around our financial reporting process.

	ii.	Risk Assessment:\n We failed to design and implement certain risk assessment activities related to identifying and analyzing risks to achieve objectives\n and identifying and assessing changes in the business that could impact our system of internal controls.

	iii.	Control Activities:\n We failed to design and implement certain control activities that address relevant risks and retain sufficient evidence of the performance\n of control activities.

	iv.	Information and Communication:\n We failed to design and implement certain information and communication activities related to obtaining or generating and using relevant\n quality information to support the functioning of internal control.

	v.	Monitoring: We failed\n to design and implement certain monitoring activities to ascertain whether the components of internal control are present and functioning.\n

	vi.	Privileged Access: Certain\n finance and accounting personnel have privileged access (also known as Super User Access) to our ERP systems, a material weakness\n in internal control which could result in unauthorized, inappropriate and undetected changes to financial-reporting systems.

Remediation\nPlans

Company\nFinancial Management led by the Chief Financial Officer will participate in all strategic transactions and assess if these transactions\nyield complicated financial accounting and reporting issues. Internal resources will then be charged with evaluating if the Company has\nthe necessary expertise to account for and report on the transactions in a timely manner. If not, outside expert resources will be contracted\nto assist in a timely manner to ensure timely quarterly and annual report filings. The Super User Access available to certain finance\nand accounting personnel was removed in the 2^nd quarter of 2026 and limited to appropriate Information Technology personnel.

Changes\nin Internal Control over Financial Reporting

For\nthe quarter ended June 30, 2026 there have been no changes in our internal control over financial reporting, except as noted above.

PART\nII—OTHER INFORMATION

Item\n1. Legal Proceedings.

Information\npertaining to legal proceedings can be found in Note 13. Commitments and Contingencies in this Quarterly Report on Form 10-Q and\nis incorporated by reference herein.

Item\n1A. Risk Factors.

Our\noperations and financial results are subject to various risks and uncertainties, including those described in Part I, Item 1A, “Risk\nFactors” in our Annual Report on Form 10-K for the year ended December 31, 2025 filed with the SEC on April 30, 2026.

Item\n2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item\n3. Defaults Upon Senior Securities.

None.

Item\n4. Mine Safety Disclosures.

Not\napplicable.

Item\n5. Other Information.

None\nof our directors or “officers,” as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, adopted or terminated\na Rule 10b5-1 trading plan or arrangement or a non-Rule 10b5-1 trading plan or arrangement, as defined in Item 408(c) of Regulation S-K,\nduring the fiscal quarter covered by this report.

Item\n6. Exhibits.

\n Exhibit \n Number		Description

4.1		Form of Helena Note dated April 16, 2026 (incorporated by reference to Exhibit 10.2 to the current report on Form 8-K, filed with the Commission on April 21, 2026).
4.2*		Form of Senior Secured Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the current report on Form 8-K, filed with the Commission on September 28, 2026)
4.3*		Form of Class A Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the current report on Form 8-K, filed with the Commission on September 28, 2026)
4.4*		Amended and Restated Senior Secured Convertible Promissory Note, dated September 23, 2026, issued to the Philip & Daniele Barach Family Trust (incorporated by reference to Exhibit 4.3 to the current report on Form 8-K, filed with the Commission on September 28, 2026)
4.5*		Amended and Restated Senior Warrant, effective as of September 23, 2026, issued to the Philip & Daniele Barach Family Trust (incorporated by reference to Exhibit 4.4 to the current report on Form 8-K, filed with the Commission on September 28, 2026)
10.1		Settlement Agreement dated May 21, 2026 by and between Celularity Inc. and Helena Global Investment Opportunities 1 Ltd. (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the Commission on May 28, 2026).
10.2		Loan\n Agreement dated June 29, 2026 by and between Celularity, Inc. and the Philip & Daniele Barach Family Trust (incorporated\n by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the Commission on June 30, 2026).
10.3*		Securities Purchase Agreement, dated as of September 23, 2026, by and among Celularity Inc. and the purchasers party hereto (incorporated by reference to Exhibit 10.1 to the current report on Form 8-K, filed with the Commission on September 28, 2026)
10.4*		Security Agreement, dated as of September 23, 2026, by and among Celularity Inc., the other grantors party thereto and Philip Barach, as collateral agent(incorporated by reference to Exhibit 10.2 to the current report on Form 8-K, filed with the Commission on September 28, 2026)
10.5*		Registration Rights Agreement, dated as of September 23, 2026, by and among Celularity Inc. and the purchasers party thereto (incorporated by reference to Exhibit 10.3 to the current report on Form 8-K, filed with the Commission on September 28, 2026)
10.6*		Board Rights Agreement dated as of September 23, 2026, by and between Celularity Inc. and Philip & Daniele Barach Family Trust (incorporated by reference to Exhibit 10.4 to the current report on Form 8-K, filed with the Commission on September 28, 2026)
10.7*		Intercreditor Agreement dated as of September 23, 2026 by and among the parties thereto (incorporated by reference to Exhibit 10.5 to the current report on Form 8-K, filed with the Commission on September 28, 2026)
10.8*		Settlement, Release and Termination Agreement, dated September 18, 2026 by and between Celularity Inc. and Helena Global Investment Opportunities 1 Ltd. (incorporated by reference to Exhibit 10.6 to the current report on Form 8-K, filed with the Commission on September 28, 2026)
31.1		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		The cover page for the Company’s quarterly report on Form 10-Q has been formatted in Inline XBRL and contained in Exhibit 101

#\nIndicates a management contract or any compensatory plan, contract or arrangement.

*\nThe certifications attached as Exhibits 32.1 and 32.2 accompanying this report are not deemed filed with the Securities and Exchange\nCommission and are not to be incorporated by reference into any filing of Celularity Inc. under the Securities Act of 1933, as amended,\nor the Securities Exchange Act of 1934, as amended, whether made before or after the date of this report, irrespective of any general\nincorporation language contained in such filing.

+\nCelularity Inc. has omitted certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K and shall furnish supplementally\nto the Securities and Exchange Commission copies of any of the omitted schedules and exhibits upon request by the SEC.

SIGNATURES

Pursuant\nto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by\nthe undersigned thereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	CELULARITY\n INC.

Date:\n October 20, 2026	By:	/s/\n Robert J. Hariri
		Robert\n J. Hariri, M.D., Ph.D.
		Chief Executive Officer
		(Principal Executive\n Officer)

Date:\n October 20, 2026	By:	/s/\n John M. Sprague
		John\n M. Sprague
		Chief\n Financial Officer
		(Principal Financial\n and Accounting Officer)

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