Chief Commercial Officer — Rick Gonzalez: The employment of Rick Gonzalez, the Company’s Chief Commercial Officer, was terminated immediately.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On July 23, 2026, Celularity Inc. (the “Company”) received notice from the Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market under Nasdaq Listing Rule 5450(a)(1) because the closing bid price for the Company’s Class A comm…

Entry into a Material Definitive Agreement. On June 29, 2026, Celularity Inc. (the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with the Philip & Daniele Barach Family Trust (the “Lender”), a trust affiliated with Philip Barach, who is known by the Company to beneficially own more than five percent of the Company’s outstanding Class A common stock. Pursuant to the Loan Agreement, the Lender agreed to make a secured loan to the Company in the principal amount of $1,000,000.…

Director — Vincent LeVien: Mr. LeVien resigned from the Board of Directors without any disagreement with the Company.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Chief Operating and Administrative Officer, Chief Legal and Strategy Officer and Corporate Secretary, Director — Steven N. Gordon, Esq., K. Harold Fletcher, Esq.: The company appointed Steven N. Gordon and K. Harold Fletcher to new senior roles, including internal promotions.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 9, 2026, Celularity Inc. (the “Company”) received written notice (the “Notice”) from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that for the last 30 consecutive business days prior to the date of the Notice, the Company’s minimum Market Value of Listed Securities was below the minimum of $35 million required for conti…

Chief Commercial Officer — Rick Gonzalez: Celularity appointed Rick Gonzalez as Chief Commercial Officer.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant To the extent required by Item 2.03, the information contained in

Entry into a Material Definitive Agreement. As previously disclosed by Celularity Inc. (the “Company”) in its Current Report on Form 8-K filed on April 21, 2026, Helena Global Investment Opportunities 1 Ltd. (“Helena”) delivered an exchange notice pursuant to which Helena elected to exchange shares of the Company’s Series A Convertible Preferred Stock for a Convertible Promissory Note, and subsequently delivered a notice of event of default under such note. On May 21, 2026, the Company entere…

Senior Vice President, Global Manager and Chief Administrative Officer — John R. Haines: The company terminated John R. Haines without cause.

Material Modification to Rights of Security Holders. The information contained in

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. On April 16, 2026, Helena Global Investment Opportunities 1 Ltd. (“Helena”) delivered an exchange notice (the “Exchange Notice”) to the Company pursuant to Section 4.25 of that certain Securities Purchase Agreement, dated October 24, 2025, by and between the Company and Helena, pursuant to which Helena elected to exchange shares of the Company’s Series A Convertible Preferred Sto…

Entry into a Material Definitive Agreement. On April 17, 2026, Celularity Inc. (the “Company”) entered into Amendment No. 1 (the “Amendment”) to that certain Asset Purchase and Exclusive License Agreement, dated as of March 6, 2026 (the “Original Agreement” and, as amended, the “Agreement”), with NexGel, Inc. (“NexGel”). Among other things, the Amendment provides that: (i) the aggregate consideration payable to the Company under the Agreement is $13.3 million, consisting of an upfront cash pa…

Entry into a Material Definitive Agreement. On March 6, 2026, Celularity Inc., a Delaware corporation (the “Company”), entered into an Asset Purchase and Exclusive License Agreement (the “Agreement”) with NexGel, Inc., a Delaware corporation (the “Licensee”), whereby the Company granted to the Licensee an exclusive license to its commercial-stage biomaterials portfolio and certain development-stage programs as more fully described in the Agreement and the Company agreed to sell to the License…

SVP, Finance and Acting Chief Financial Officer — Joseph DosSantos: Joseph DosSantos left the company for personal reasons.

John Haines: Compensatory arrangements for John Haines were amended, including severance and equity options.

The issuance of the Senior Note Warrant, the Convertible Note Warrant, and the Convertible Note together with the shares of Class A common stock issuable upon exercise of the warrants and conversion of the Convertible Note was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder. The foregoing securities have not been registered under the Securities Act or any…

Entry into a Material Definitive Agreement. On December 19, 2025 (the “Effective Date”), Celularity Inc. (the “Company”) entered into a series of agreements relating to (i) a senior secured note financing (the “Senior Secured Note Financing”) and (ii) a convertible note financing (the “Convertible Note Financing” and together with the Senior Secured Note Financing, the “Financings”) with an accredited investor (the “Investor”). Senior Secured Notes Financing On the Effective Date, the Company…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

Entry into a Material Definitive Agreement Private Placement Transaction On October 24, 2025, Celularity Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Investor”), pursuant to which the Company agreed to issue and sell in private placement transactions (each, a “Private Placement”), in up to three tranches, shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stoc…

Unregistered Sales of Equity Securities The information set forth in

Other Events On August 18, 2025, the Company issued a press release announcing, among other things, the sale of its intellectual property to Celeniv pursuant to the APA, the license by Celeniv of certain intellectual property to the Company pursuant to the License Agreement, the extinguishment of all outstanding debt, including interest accrued thereon, payable to two of the Company’s senior secured lenders and the creation of four wholly-owned operating subsidiaries for the Company’s four co…

Entry into a Material Definitive Agreement Asset Purchase Agreement On August 13, 2025 (the “Effective Date”), Celularity Inc. (the “Company”) entered into an asset purchase agreement (the “APA”) with Celeniv Pte. Ltd. (“Celeniv”). Pursuant to the APA, the Company agreed to sell to Celeniv certain Purchased IP (as defined in the APA) exclusive of the Excluded Assets (as defined in the APA) and Excluded Liabilities (as defined in the APA) for a purchase price of $33,812,230 (the “Purchase Pric…

Entry into a Material Definitive Agreement On August 5, 2025, Celularity Inc. (the “Company”) entered into a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc. (“Issuer”) for the issuance of 7,198.630 shares of the Issuer’s Series Seed-2 Preferred Stock (“Preferred Stock”), in exchange for $2,890,250 of product purchase credits pursuant to a supply and distribution agreement between the Company and the Issuer. The foregoing descriptions of terms and conditions of the Series Seed…