9. Investments – Equity Securities

In August 2025, the Company purchased 7,198,630 shares of Defeye’s Series Seed-2 Preferred Stock in exchange for $2,890 of product purchase credits pursuant to a supply and distribution agreement. The fair value of the consideration the product purchase credits was recorded as deferred revenue and the Company is obligated to deliver product to Defeye when ordered.

In October 2025, the Company entered into a license agreement (the “Defeye License Agreement”) with Defeye under which the Company granted Defeye an exclusive license to certain intellectual property. In consideration for the license, the Company received 7,471,980 additional shares of Defeye Series Seed Preferred Stock. As a result of the additional equity interests obtained under the Defeye License Agreement, the Company’s cumulative ownership and associated rights provide the Company with the ability to exercise significant influence over Defeye’s operating and financial policies. In the fourth quarter of 2025, the Company determined that the fair value of the investment was fully impaired due to uncertain market prospects and the preferred stock value was expensed.

On June 3, 2026 the Company and Defeye entered into a Letter Agreement in which Celularity transferred back to Defeye 3,910,706 shares of Defeye Series Seed-2 Preferred Stock. As a result of the Letter Agreement, the Company lost significant influence in Defeye and will discontinue the equity method of accounting on June 3, 2026. Refer to Note 22 – Subsequent Events for further details on the Letter Agreement.