Other Events. On October 29, 2026, Celularity Inc. (“Celularity”) issued a press release announcing an exclusive manufacturing and commercial collaboration with Vesalius Longevity Labs Inc. (“Vesalius”), for U.S.-based purification, processing, analytical testing and manufacture of peptide active pharmaceutical ingredients under Vesalius’s Peptual® brand. The collaboration pairs Celularity’s manufacturing infrastructure and technical expertise with Vesalius’s Peptual platform to advance U.S.-…

Director — Naveen Jain: The filing discloses the appointment of a new director (Naveen Jain) and the concurrent resignation of another director (Diane Parks) as part of a financing agreement, which is a board composition change rather than the departure of a senior executive officer.

by reference. At the Initial Closing, the Company issued to the Purchasers Notes having an aggregate principal amount of approximately $11.01 million, initially convertible at $1.50 per share into approximately 7,340,000 shares of Common Stock, excluding shares issuable in respect of accrued interest or pursuant to adjustments under the Notes, together with Warrants initially exercisable at $1.50 per share for approximately 4,037,000 shares of Common Stock. The Company also amended and restat…

Entry into a Material Definitive Agreement. Securities Purchase Agreement On September 23, 2026, Celularity Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the purchasers party thereto (collectively, the “Purchasers”), pursuant to which the Company may issue and sell up to an aggregate principal amount of $25.0 million of senior secured convertible promissory notes (the “Notes”), together with warrants (the “Warrants”) to purchase shares of th…

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

Director — Geoffrey Ling, M.D., Ph.D.: The filing reports a director resignation and the simultaneous appointment of a successor, which is a standard board composition change rather than a loss of senior executive management.

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…