Plan combines up to $25 million in new capital with restructuring of $3 million in existing debt to support commercial execution and manufacturing expansion
Company anticipates positive monthly operating cash flow by the end of Q1 2027
Philip A. Barach to join the Board, bringing financial expertise and a focus on capital discipline
“That progress was a catalyst for my additional investment and my agreement to join the Board. I see an opportunity to pair a leaner operating structure with…”FLORHAM PARK, N.J., Sept. 24, 2026 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), 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 contemplating 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.
“We have built substantial scientific and manufacturing capabilities, and we are taking decisive action to translate those investments into commercial results,” said Robert J. Hariri, M.D., Ph.D., Chairman and Chief Executive Officer. “Our lower cost structure, existing cellular product inventory and purpose-built manufacturing facility provide a powerful foundation for growth. This financing supports our ambition to expand revenue-producing relationships, increase utilization of our manufacturing capabilities and pursue opportunities across cellular and regenerative medicine and complementary longevity therapeutics. Our objective is to build a business that can help advance human healthspan while delivering lasting value to stockholders.”
“Extending healthy human life is an extraordinary opportunity, and Celularity has spent years building capabilities to help address it,” added Peter H. Diamandis, M.D., Co-Founder and Director of Celularity. “The next phase is about translating that foundation into scale by connecting our science with market access, expanding productive partnerships and making our infrastructure an engine of growth. I’m pleased to welcome Philip to the Board and look forward to James joining us as we work to realize that potential.”
A Lower Cost Base and a Sharper Focus on Returns
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.
“Since my 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,” said Philip A. Barach. “That progress was a catalyst for my additional investment and my agreement to join the Board. I see an opportunity to pair a leaner operating structure with substantial scientific and manufacturing assets to build a stronger, more valuable company. My focus will be on directing capital toward the most compelling opportunities and holding the business accountable for measurable results.”
Expanding Manufacturing Relationships
The Company’s growth strategy centers on turning its existing scientific and manufacturing assets into revenue-producing partnerships. Its collaboration with MuseCell Innovations Pte. Ltd. (“MCI”) illustrates that strategy, establishing U.S. manufacturing capabilities for the Dezawa MuseCell® platform and related products at Celularity’s Florham Park facility. The relationship provides an opportunity to increase facility utilization, generate manufacturing revenue and build a foundation for broader commercial expansion. Celularity intends to pursue additional relationships that similarly put its existing infrastructure and expertise to productive use while maintaining a disciplined approach to capital investment.
Approximately $40 Million in Potential Sales From Existing cenplacel-L Inventory
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.
Transaction Summary
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.
About Celularity
Celularity Inc. (Nasdaq: CELU) is a longevity-focused regenerative and cellular medicine company developing and manufacturing allogeneic and autologous cell therapies derived from the postpartum placenta. Celularity draws on the placenta’s unique biology, immunologic properties and scalable availability to develop therapeutic solutions targeting fundamental mechanisms of aging and age-related disease. Celularity’s cellular therapy portfolio includes cenplacel-L, its placenta-derived allogeneic cell therapy, and other investigational cellular therapies. Celularity is headquartered in Florham Park, New Jersey, where it operates a purpose-built facility supporting the development and manufacture of cellular therapies, advanced biomaterials, and other longevity and wellness-focused products.
For more information, please visit www.celularity.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable federal securities laws, including statements regarding potential additional financing closings and the total recapitalization amount; anticipated benefits of the financing and debt restructuring; intended use of proceeds; the anticipated appointment Board members; the sustainability and expected benefits of operating improvements and reduced cash burn; commercial execution, revenue generation and growth, including the anticipated achievement of positive monthly operating cash flow by the end of the first quarter of 2027; the estimated potential sales value, deployment and monetization of existing cenplacel-L inventory; international market access and demand; the anticipated benefits and potential expansion of the MCI collaboration and other commercial relationships; cellular, regenerative and complementary longevity-related therapeutic opportunities; and manufacturing services, utilization, capabilities and expansion. These statements are based on current expectations and assumptions and are not guarantees of future performance.
Actual results could differ materially due to risks and uncertainties, including the Company’s ability to obtain additional funding, satisfy its obligations and continue operations; the secured nature of its indebtedness and consequences of defaults; dilution from conversion of notes and exercise of warrants; satisfaction of conditions to additional closings and the anticipated Board appointment; obtaining stockholder approvals and meeting registration obligations; completing delinquent SEC filings and regaining or maintaining compliance with Nasdaq listing requirements; sustaining cost reductions while maintaining necessary personnel and capabilities; achieving anticipated revenue growth and cash collections within expected timeframes; securing and maintaining authorizations for the supply and use of investigational products; realizing assumed pricing and demand for existing inventory before expiration or obsolescence; clinical, regulatory, manufacturing and intellectual property risks; and the ability of the Company and its collaborators to perform their obligations and develop commercially viable opportunities.
Additional risks are described under “Risk Factors” and elsewhere in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this release, and readers should not place undue reliance on them. Except as required by law, Celularity undertakes no obligation to update or revise these statements.
Investor and Media Contact
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