8-K: Celularity Inc. Faces Nasdaq Delisting Notice Due to Late Filing of 2024 Annual Report

Celularity Inc. received a formal notice from Nasdaq regarding non-compliance with listing requirements due to the delayed filing of its 2024 Form 10-K.

Summary

• Celularity Inc. received a notice from Nasdaq on April 16, 2025, stating that it no longer complies with Nasdaq Listing Rule 5250(c)(1) because it failed to file its Annual Report on Form 10-K for the year ended December 31, 2024, within the prescribed time period.
• The company was unable to file its 2024 Form 10-K within the extension period, which expired on April 15, 2025.
• The Nasdaq notice does not immediately affect the listing of Celularity's common stock and warrants, which continue to trade on the Nasdaq Capital Market under the symbols CELU and CELUW, respectively.
• Celularity must submit a plan to regain compliance within 60 calendar days, by June 16, 2025.
• If Nasdaq accepts the plan, Celularity has 180 calendar days from the 2024 Form 10-K due date, or until October 13, 2025, to implement the plan.
• Celularity expects to file the 2024 Form 10-K imminently.
• There is no assurance that Celularity will regain compliance or maintain compliance with other Nasdaq listing requirements.
• If Celularity fails to cure the deficiency, Nasdaq may delist the company's common stock.

Sentiment

Score: 3

Explanation: The sentiment is negative due to the delisting notice from Nasdaq, indicating potential financial or operational issues. While the company expresses intent to regain compliance, uncertainty remains.

Positives

• Celularity's common stock and warrants continue to trade on the Nasdaq Capital Market despite the notice.
• The company expects to file the 2024 Form 10-K imminently.

Negatives

• Celularity received a formal delisting notice from Nasdaq due to the late filing of its 2024 Form 10-K.
• The company failed to meet the extended deadline for filing the report, which expired on April 15, 2025.
• There is no guarantee that Celularity will regain compliance with Nasdaq listing requirements.

Risks

• Failure to submit an acceptable plan to regain compliance within 60 days could lead to delisting.
• Even with an accepted plan, there is no assurance that Celularity will be able to implement it successfully by October 13, 2025.
• Delisting from Nasdaq could negatively impact the company's stock price and investor confidence.

Future Outlook

Celularity is actively working to file the 2024 Form 10-K as soon as possible and expects to file it imminently; the company intends to submit a plan to Nasdaq within the 60-day period and will evaluate available options to regain compliance within the compliance period.

Management Comments

• Robert J. Hariri, M.D., Ph.D., Chairman and CEO, signed the report on behalf of Celularity Inc.

Industry Context

Late filings can erode investor confidence and raise concerns about a company's internal controls and financial health, potentially impacting its competitive position within the biotechnology industry.

Comparison to Industry Standards

• Compared to industry peers, timely financial reporting is a fundamental expectation for companies listed on major exchanges like Nasdaq.
• Companies like CRISPR Therapeutics and Beam Therapeutics, which are also in the biotechnology sector, generally maintain compliance with SEC filing deadlines.
• Failure to meet these deadlines can lead to negative perceptions and potentially impact investor relations, setting Celularity apart from companies that consistently meet reporting obligations.

Stakeholder Impact

• Shareholders may experience uncertainty and potential stock price volatility due to the delisting notice.
• Employees may face concerns about the company's stability and future prospects.
• Creditors may reassess their risk exposure to Celularity.

Next Steps

• Celularity must file its 2024 Form 10-K.
• Celularity must submit a plan to regain compliance to Nasdaq by June 16, 2025.
• Nasdaq will review Celularity's plan.
• Celularity must implement the plan by October 13, 2025, if accepted by Nasdaq.

Key Dates

Keywords

Delisting, Nasdaq, Form 10-K, Compliance, Celularity, CELU, CELUW, Late Filing