Celularity Secures Initial Financing for Growth Plan

FLORHAM PARK, N.J., Sept. 24, 2026 /CourierPR/ -- Celularity Inc., a regenerative and cellular medicine company, today announced an initial closing generating over $10 million in gross cash proceeds from a private placement of senior secured convertible notes and warrants. The closing is part of a broader recapitalization plan that contemplates up to $25 million in new cash investment, including the initial closing, and the restructuring of approximately $3 million in existing indebtedness. The financing follows significant operating improvements, including a reduction in monthly cash burn of more than $1 million, personnel optimization, and a sharper allocation of resources toward revenue-generating opportunities. With a lower operating cost base, purpose-built manufacturing infrastructure, and existing cenplacel-L inventory that management estimates represents approximately $40 million in potential sales value, Celularity is focused on converting its scientific and manufacturing assets into revenue and sustained growth.

The Company also announced the appointment of Philip A. Barach to its Board of Directors, bringing financial expertise and an emphasis on capital allocation, operating accountability, and stockholder returns. Celularity has built substantial scientific and manufacturing capabilities and is taking decisive action to translate those investments into commercial results. Since its initial investment, Celularity has demonstrated the willingness to make difficult operating decisions and reduce its monthly cash burn, enabling the Company to concentrate resources on bolstering revenue generation. This financing supports Celularity’s ambition to expand revenue-producing relationships, increase utilization of its manufacturing capabilities, and pursue opportunities across cellular and regenerative medicine and complementary longevity therapeutics. The objective is to build a business that can help advance human healthspan while delivering lasting value to stockholders.

Celularity has implemented substantial budgetary improvements, reduced monthly cash burn by more than $1 million, and optimized personnel and spending around its strategic priorities. These actions are designed to make invested capital go further and strengthen the Company’s ability to translate additional revenue into improved operating performance. Building on these operating improvements and anticipated revenue growth, Celularity expects to achieve positive monthly operating cash flow by the end of the first quarter of 2027. This outlook reflects management’s expectations for increased manufacturing revenue, deployment of existing cellular product inventory, and continued control of operating expenses.

Celularity currently holds inventory of cenplacel-L, its investigational placenta-derived allogeneic cell therapy, that management estimates represents approximately $40 million in potential sales value. The Company intends to pursue deployment through commercial relationships in permissive jurisdictions where supply and use are legally authorized, subject to applicable local regulatory requirements. This existing inventory provides a tangible foundation for the Company’s domestic and international growth strategy. Celularity aims to convert that inventory into revenue while expanding relationships that can support recurring demand and broader utilization of its manufacturing capabilities.

The transaction combines a private placement of senior secured convertible notes and accompanying warrants with the restructuring of existing indebtedness. The initial closing generated over $10 million in gross cash proceeds, before transaction expenses and repayment of existing indebtedness. The notes mature 24 months after their respective issuance dates and bear interest at 10% per annum, compounded annually. Notes issued at the initial closing are initially convertible into Class A common stock at $1.50 per share. Accompanying five-year warrants are initially exercisable at $1.50 per share and provide eleven warrant shares for every twenty shares initially issuable upon conversion of the notes. Conversion and exercise prices are subject to adjustment, and issuances remain subject to applicable ownership limitations and Nasdaq stockholder approval requirements. Additional closings are subject to the applicable investor election procedures and other conditions specified in the definitive agreements. The full recapitalization amount includes potential future funding that has not yet been received, and there can be no assurance that additional closings will occur.

In connection with the transaction, Philip A. Barach is to join Robert J. Hariri and Peter H. Diamandis on a newly constituted five-member Board of Directors, with two additional directors to be announced at a later date. The appointments remain subject to applicable requirements, including completion of the Rule 14f-1 information statement process.

Odeon Capital Group LLC acted as placement agent in connection with the initial closing of the private placement. Further details regarding the financing, restructured indebtedness, Board arrangements, and related agreements will be included in a Current Report on Form 8-K.

The securities have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption. This release does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale in a jurisdiction where such offer, solicitation or sale would be unlawful.