v3.26.3
Asset Purchases and Sales
3 Months Ended
Mar. 31, 2026
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Asset Purchases and Sales

3. Asset Purchases and Sales

 

Sequence Asset Purchase

 

In October 2024, the Company acquired Sequence LifeScience, Inc. (“Sequence”) Rebound™ full thickness placental-derived allograft matrix product and related intangible assets in exchange for $5,500, comprised of cash payments totaling of $1,500 and monthly milestone payments totaling $4,000. A contingent liability was recorded for future milestone payments. Transaction costs were not significant. The fair value of the net assets acquired exceeded the initial cash payments for the purchase and the value of intangible assets acquired were reduced accordingly. Milestone payments are calculated at 20% of net related product sales collected from customers during the preceding calendar month and milestone payments made reduce the contingent consideration liability. As of March 31, 2026 and December 31, 2025, the accrued milestone payments were $3,127.

 

License

 

In March 2026 and as amended in April 2026, the Company sold NexGel, Inc. an exclusive, transferable and sublicensable license to develop and commercialize certain degenerative disease products in exchange for $13.3 million. NexGel paid the Company $4.8 million cash at closing, $.6 million cash in the 2nd quarter of 2026, which was contingent on the Company filing its 2025 Report on Form 10-K, NexGel assumed the obligation to pay sales commissions of $2.9 million earned by and owed to certain Celularity employees, and NexGel issued Celularity a $5.0 million 18-month convertible note which, subject to certain conditions, is convertible into NexGel common stock. The note was subsequently split into two notes of $2.5 million each, one of which was assigned to Helena Global Investment Opportunities, Ltd as partial satisfaction of amounts due Helena and one of which was assigned to Sequence LifeSciences, Inc. as partial satisfaction of amounts due Sequence, see Subsequent Events.

 

  The NexGel license agreement entitles the Company to earn up to $20.0 million in milestone payments, with the first milestone payment of $2.5 million due to the Company upon the earlier of NexGel achieving $25.0 million in net sales or 15 months, provided that net sales of at least $15.0 million have been achieved.