Financial Analysis

14. Commitments and Contingencies Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its consolidated financial statements as of December 31, 2025 or 2024. Acquisition-Related Contingent Consideration In connection with Legacy Celularitys acquisition in 2017 of HLI Cellular Therapeutics, LLC and Anthrogenesis, the Company has agreed to pay future consideration to the sellers upon the achievement of certain regulatory and commercial milestones. As a result, the Company recorded $ 1,41 …

CommitmentsAndContingenciesDisclosureTextBlock · excerpt; the full note is in the filing

10. Debt Debt consisted of the following: Schedule of Debt December 31, 2025 December 31, 2024 Short-term debt - unaffiliated: December 2025 Convertible Note (measured at fair value) (a) $ 2,687 $ December 2025 Promissory Note (measured at fair value) (a) 6,876 Yorkville - convertible promissory note (measured at fair value) (b) 1,865 Unsecured senior convertible notes (measured at fair value) (c) 620 Total short-term debt - unaffiliated 9,563 2,485 Debt - related parties: CEO promissory note (d) 4,440 3,876 C.V. Starr Bridge Loan, net of discount (e) 5,652 RWI Bridge Loan, net of discount (f) 30,275 Total debt - related parties 4,440 39,803 Total debt $ 14,003 $ 42,288 Balance sheet classification: Short-term debt - unaffiliated $ 9,563 $ 2,485 Short-term debt related parties 4,440 3,876 Long-term debt related parties 35,927 Total debt $ 14,003 $ 42,288 (a) December 2025 Promissory Note and Convertible Note On December 19, 2025, the Company entered into agreements with an investor whereby the Company issued the investor (i) a senior secured non-convertible promissory note (the December 2025 Promissory Note) (ii) a secured convertible note financing (the December 2025 Convertible Note) (iii.) warrants to purchase up to 2,448,917 shares of common stock (the December 2025 First Tranche Warrants) and (iv) additional warrants to purchase up to 1,258,740 shares of common stock (the December 2025 Second Tranche Warrants). As a result of the transaction, the Company incurred transac …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table provides information about disaggregated revenue by product and services: Schedule of Disaggregated Revenue by Product and Services 2025 2024 Year Ended December 31, 2025 2024 Product sales, net $ 13,175 $ 35,336 Services 5,432 5,140 License, royalty and other 7,943 13,744 Total revenues $ 26,550 $ 54,220

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16. Stock-Based Compensation 2021 Equity Incentive Plan In July 2021, the Companys board of directors adopted, and the Companys stockholders approved the 2021 Equity Incentive Plan (the 2021 Plan). The 2021 Plan provides for the grant of incentive stock options (ISOs) to employees and for the grant of nonstatutory stock options (NSOs), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants. Upon the approval of the 2021 Plan, no further grants were allowed under the prior equity incentive plan (the 2017 Plan). The number of shares of Class A Common Stock initially reserved for issuance under the 2021 Plan is 2,091,528 . As of December 31, 2025, 178,154 shares were reserved for issuance and those shares remain available for future grant under the 2021 Plan. The number of shares reserved for issuance will automatically increase on January 1 of each year, for a period of 10 years, from January 1, 2022 through January 1, 2031, by 4.0 % of the total number of shares of Celularity common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Companys board of directors. On January 1, 2026, the number of shares reserved for issuance increased by 1,153,511 and those shares remain available for future grant under the 2021 Plan. The shares added to the 2021 Plan on January 1, 2026, remain subject to an e …

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4. Fair Value of Financial Assets and Liabilities The following tables present information about the Companys financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Schedule of Financial Assets and Liabilities Measures at Fair Value Level 1 Level 2 Level 3 Total Fair Value Measurements as of December 31, 2025 Level 1 Level 2 Level 3 Total Liabilities: Acquisition-related contingent consideration obligations $ $ $ 1,413 $ 1,413 Contingent stock consideration Short-term debt - Yorkville Short-term debt - unsecured senior convertible notes December 2025 Convertible Note 2,687 2,687 December 2025 Promissory Note 6,876 6,876 Warrant liability - July 2023 Registered Direct Warrants 534 534 Warrant liability - April 2023 Registered Direct Warrants 483 483 Warrant liability - May 2022 PIPE Warrants 240 240 Warrant liability - November 2024 Purchaser Warrants Warrant liability - November 2024 Placement Agent Warrants Warrant liability - Sponsor Warrants Warrant liability - Public Warrants 288 288 Bifurcated embedded derivative Series A Preferred Stock 92 92 Total fair value liabilities $ 288 $ $ 12,325 $ 12,613 Level 1 Level 2 Level 3 Total Fair Value Measurements as of December 31, 2024 Level 1 Level 2 Level 3 Total Liabilities: Acquisition-related contingent consideration obligations $ $ $ 1,413 $ 1,413 Contingent stock consideration 27 27 Short-term debt - Yorkville 1,865 1, …

FairValueDisclosuresTextBlock · excerpt; the full note is in the filing

8. Goodwill and Intangible Assets, Net Goodwill During any period in which the Company identifies an impairment trigger, the Companys methodology includes internally generated separate cash flow projections for each reporting unit based on the different drivers that affect each reporting unit. The Company compares the fair values of each of its reporting units to their respective carrying amounts. If the carrying value of a reporting unit exceeds its estimated fair value, a goodwill impairment charge is recorded for the difference, with the impairment loss limited to the total amount of goodwill allocated to that reporting unit. The fair values of each of the Companys reporting units were derived using the income approach, specifically the discounted cash flow method. The use of a discounted cash flow analysis requires significant judgment to estimate the future cash flows and the period of time over which those cash flows will be realized, as well as to determine the appropriate discount rate. The discounted cash flow model reflects managements assumptions regarding revenue growth rates, risk-adjusted discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of the Companys reporting units. As part of the goodwill impairment test, the Company also considers its market capitalization in assessing the reasonableness of the combined fair values estimated for its reporting units. Substantial changes i …

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20. Income Taxes A summary of the Companys current and deferred tax provision is as follows: Schedule of Current and Deferred Tax Provision 2025 2024 Year Ended December 31, 2025 2024 Current income tax expense: Federal $ $ State Total current income tax expense Deferred income tax expense (benefit): Federal 1 1 State 2 (1 ) Total deferred tax expense 3 Total income tax expense $ 3 $ A reconciliation of the U.S. federal statutory income tax rate to the Companys effective income tax rate is as follows: Schedule of Reconciliation of the U.S federal statutory income tax and effective income tax rate Amount Rate Amount Rate Year Ended December 31, 2025 2024 Amount Rate Amount Rate Federal statutory income tax rate $ (19,268 ) 21.0 % $ (12,156 ) 21.0 % State income taxes, net of federal benefits 2 % (1 ) % Change in valuation allowance 17,466 (19.0 )% 11,619 (20.1 )% Nontaxable/non-deductible items: Interest accretion expense % (41 ) 0.1 % Mark to market warrant 1,599 (1.7 )% 20 % Other permanent items 203 (0.3 )% 559 (1.0 )% Effective income tax rate $ 3 % $ % Net deferred income tax assets and liabilities as of December 31, 2025 and 2024 consisted of the following: Schedule of Deferred tax assets and liabilities 2025 2024 Year Ended December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 137,964 $ 121,804 Research and development tax credit carryforwards 4,346 5,674 Stock-based compensation expense 20,301 17,717 Intangible assets 3,028 Deferred revenue 1,3 …

IncomeTaxDisclosureTextBlock · excerpt; the full note is in the filing

13. Operating Leases ROU assets represent the Companys right to use an underlying asset for the lease term and lease liabilities represent the Companys obligation to make lease payments arising from the lease. The Companys lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate (IBR) based on the information available at the lease commencement date to determine the appropriate discount rate by multiple asset classes. Variable lease payments that are not based on an index or that result from changes to an index subsequent to the initial measurement of the corresponding lease liability are not included in the measurement of lease ROU assets or liabilities and instead are recognized in earnings in the period in which the obligation for those payments is incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term. Rent expense was $ 4,467 and $ 4,444 for the years ended December 31, 2025 and 2024, respectively. The Company leases a facility consisting of office, manufacturing and laboratory space in Florham Park, New Jersey under a lease expiring in 2036 . The Company has the option to renew the term of the lease for two …

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Recently Issued Accounting Pronouncements The Company continually assesses any new accounting pronouncements to determine their applicability. When it is determined that a new accounting pronouncement affects the Companys financial reporting, the Company undertakes a study to determine the consequences of the change to its financial statements. In November 2024, the FASB issued ASU 2024-03, Income StatementReporting Comprehensive IncomeExpense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses , as subsequently amended by ASU 2025-01 to clarify the effective date, which is intended to provide more detailed information about specified categories of expenses (purchases of inventory, employee compensation, depreciation and amortization) included in certain expense captions presented on the consolidated statement of operations and comprehensive loss. The guidance in this ASU is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The amendments may be applied either (1) prospectively to financial statements issued for periods after the effective date of this ASU or (2) retrospectively to all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impacts of the adoption of ASU 2025-11 on the consolidated financial statements In November 2024, the FASB issued ASU 2024-04, DebtDebt w …

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22. Related Party Transactions Amended and Restated Employment Agreement with Dr. Robert Hariri On January 25, 2023, in order to address the Companys current working capital requirements, Robert Hariri, M.D., Ph.D., the Companys Chairman and Chief Executive Officer, agreed to temporarily reduce payment of his salary pursuant to his employment agreement to minimum wage level with the remaining salary deferred until December 31, 2023. As of December 31, 2025 and 2024, $ 1,935 and $ 1,274 were recorded to accrued expenses on the consolidated balance sheets, respectively. In order to comply with the Securities Purchase Agreement dated January 12, 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 year unless the Company raises additional cash through offerings of equity securities with aggregate net proceeds equal or greater to $ 21,000 at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A common stock and January 2024 PIPE Warrant purchased by Dragasac Limited in January 2024. In compliance with the requirements of Internal Revenue Code Section 409A, the compensation committee of the Companys board of directors approved a cash bonus program, or bonus program, effective February 16, 2024 , pursuant to which Dr. Hariri will be paid 125 % of his unpaid base salary upon the satisfaction of the foregoing performance conditions. A …

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17. Revenue The following table provides information about disaggregated revenue by product and services: Schedule of Disaggregated Revenue by Product and Services 2025 2024 Year Ended December 31, 2025 2024 Product sales, net $ 13,175 $ 35,336 Services 5,432 5,140 License, royalty and other 7,943 13,744 Total revenues $ 26,550 $ 54,220 The following table provides changes in deferred revenue from contract liabilities: Schedule of Changes in Deferred Revenue from Contract Liabilities 2025 2024 Balance at January 1 $ 6,255 $ 6,020 Beginning Balance $ 6,255 $ 6,020 Deferral of revenue (1) (3) 8,193 5,731 Recognition of unearned revenue (2) (6,394 ) (5,496 ) Balance at December 31 $ 8,054 $ 6,255 Ending Balance $ 8,054 $ 6,255 (1) Deferral of revenue includes $ 2,492 in 2025 resulting from payments received in advance of performance under the biobanking services storage contracts that are recognized as revenue under the contract as performance is completed. (2) Recognition of unearned revenue for the year ended December 31, 2025 includes $ 3,492 that was included in the beginning deferred revenue balance at January 1, 2025. (3) Deferral of revenue includes $ 2,890 in 2025 resulting from product purchase credits issued to Defeye as consideration for Defeyes Series Seed 2 Preferred Stock (Note 22). …

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21. Segment Information The Company regularly reviews its segments and the approach used by management to evaluate performance and allocate resources. The Company manages its operations through an evaluation of three distinct business segments: Cell Therapy, BioBanking, and Degenerative Disease. The chief operating decision maker uses the revenues and earnings (losses) of the operating segments, among other factors, for performance evaluation and resource allocation among these segments. The Companys chief operating decision maker is the Companys Chief Executive Officer. The reportable segments were determined based on the distinct nature of the activities performed by each segment. Cell Therapy broadly refers to therapies the Company is researching and developing. Therapies being researched are unproven and in various phases of development. Degenerative Disease produces, sells and licenses products used in surgical and wound care markets. BioBanking collects stem cells from umbilical cords and placentas and provides storage of such cells on behalf of individuals for future use. The Company manages its assets on a total company basis, not by operating segment. Therefore, the chief operating decision maker does not regularly review any asset information or related income statement effects by operating segment and, accordingly, asset information is not reported by operating segment. Total assets were $ 107,329 and $ 132,682 as of December 31, 2025, and December 31, 2024, respec …

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2. Summary of Significant Accounting Policies Basis of Presentation The Companys consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). The consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The Companys wholly-owned subsidiaries include, among others, Celularity, LLC, Caricord, Inc. and Anthrogenesis, LLC. The consolidated financial information presented herein reflects all financial information that, in the opinion of management, is necessary for a fair statement of financial position, results of operations and cash flows for the years presented. Reclassification During the year ended December 31, 2025, the Company changed the presentation of certain acquisition-related contingent consideration liabilities to be included in accrued expenses and other current liabilities. Prior period amounts have been reclassified to conform to the current year presentation. As of December 31, 2024, $ 650 was reclassified from contingent consideration to accrued expenses and other current liabilities. The reclassification had no impact on total liabilities, total stockholders equity (deficit), net income. Use of Estimates The preparation of the Companys consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilit …

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15. Equity Common Stock As of December 31, 2025 and 2024, the Companys certificate of incorporation, as amended and restated, authorized the Company to issue 730,000,000 shares of $ 0.0001 par value Class A common stock. As of December 31, 2025 and 2024, shares of Class A common stock issued and outstanding were 28,837,787 and 22,546,671 , respectively. The Companys common stock has the following rights, preferences, privileges, and restrictions: Voting Power: Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Companys directors and all other matters requiring stockholder action. Holders of common stock are entitled to one vote per share on matters to be voted on by stockholders. Dividend s: Holders of Class A common stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Companys board of directors in its discretion out of funds legally available therefore. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically. Liquidation, Dissolution and Winding Up : In the event of the Companys voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receiv …

StockholdersEquityNoteDisclosureTextBlock · excerpt; the full note is in the filing

23. Subsequent Events NexGel Transaction On March 6, 2026, the Company entered into an Asset Purchase and Exclusive License Agreement (the NexGel Agreement) with NexGel, Inc. (NexGel), pursuant to which the Company granted NexGel an exclusive, transferable and sublicensable license to develop and commercialize certain products within the Companys degenerative disease business. The licensed products include certain biomaterial products and pipeline programs that are part of the Companys advanced biomaterials platform and are subject to underlying rights licensed from Celeniv Pte. Ltd. In connection with the NexGel Agreement, the Company agreed to transfer certain assets related to the development and commercialization of the licensed products, while retaining ownership of the underlying intellectual property and rights outside the licensed field. The agreement also contemplates a manufacturing relationship pursuant to which the Company may supply products to NexGel, subject to the terms of a manufacturing agreement. On April 17, 2026, the Company entered into an amendment (the NexGel Amendment) to the NexGel Agreement. Among other things, the NexGel Amendment provides that: (i) the aggregate consideration payable to the Company under the NexGel Agreement is $13.3 million, consisting of an upfront cash payment of $8.3 million on the transaction commencement date, net of payments to settle outstanding sales representatives obligations, and a convertible promissory note in the or …

SubsequentEventsTextBlock · excerpt; the full note is in the filing