Celularity Receives Nasdaq Notice Regarding Non-Payment of Nasdaq Fees

FLORHAM PARK, N.J., April 25, 2025 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a cellular and regenerative medicine company, today announced that Nasdaq has notified the Company that it has not paid certain fees required by Listing Rule 5250(f) and accordingly the Company will be delisted unless it appeals this determination. The Company’s past due fee balance totaled $70,000. On April 25, 2025, the Company paid in full the fee balance owed to Nasdaq.

Additionally, on April 16, 2024, Nasdaq notified the Company that it is delinquent in filing its Form 10-K for the year ended December 31, 2024, and therefore, does not comply with Listing Rule 5250(c)(1). Nasdaq requested the Company to provide a plan of compliance. However, pursuant to Listing Rule 5810(d)(2), this delinquency now serves as an additional and separate basis for delisting, and as such, the Company should address these concerns before a Hearings Panel if it appeals Nasdaq’s determination. If the Company elects not to appeal, then trading of its common stock will be suspended at the opening of business on May 1, 2025.

The Company is actively working to file the 2024 Form 10-K and currently expects to file the 2024 Form 10-K imminently.

About Celularity

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

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Forward Looking Statements

This press release includes “forward-looking statements” (as defined under Federal securities laws). All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “could,” “may,” “observed,” “potential,” “promise,” “should,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances). Forward-looking statements are based on Celularity’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks,” and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including those risk factors set forth under the caption “Risk Factors” in Celularity’s annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on July 30, 2024, and other filings with the SEC. If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Celularity does not presently know, or that Celularity currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, these forward-looking statements reflect Celularity’s current expectations, plans, or forecasts of future events and views as of the date of this communication. Subsequent events and developments could cause assessments to change. Accordingly, forward-looking statements should not be relied upon as representing Celularity’s views as of any subsequent date, and Celularity undertakes no obligation to update forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

Carlos Ramirez

Senior Vice President, Celularity Inc.