22. Subsequent Events

Asset Purchase and Exclusive License Agreement with NexGel, Inc.

On March 6, 2026, the Company entered into an Asset Purchase and Exclusive License Agreement (the “NexGel Agreement”) with NexGel, Inc. (“NexGel”), pursuant to which the Company granted NexGel an exclusive, transferable and sublicensable license to develop and commercialize certain products within the Company’s degenerative disease business. The licensed products include certain biomaterial products and pipeline programs that are part of the Company’s advanced biomaterials platform and are subject to underlying rights licensed from Celeniv Pte. Ltd. Under the NexGel Agreement, the Company is entitled to receive aggregate consideration of $35 million, consisting of an initial payment of $15 million due by April 15, 2026, additional milestone payments of up to $20 million upon the achievement of specified milestones and royalties on certain development stage products.

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, $0.6 million cash in the 2^nd 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.

Helena Settlement

On April 17, 2026, Helena delivered to the Company a notice of event of default (the “Helena Default Notice”) under the Helena Note. In the Helena Default Notice, Helena asserted that one or more events of default had occurred under the Helena Note, including among other things, the Company’s failure to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, including becoming delinquent in its filings. The Company believes the asserted reporting default arose from the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

Under the Helena Note, if an event of default is not cured within the applicable cure period, which is five business days for this type of asserted default, Helena may declare due and payable the “Mandatory Default Amount,” which is equal to 115% of the outstanding principal amount, accrued interest and all other amounts owing under the Helena Note. In addition, following an event of default, any outstanding principal balance accrues interest at a rate of 15% per annum, compounded annually.

Subsequent to the default notice, the Company entered into a settlement agreement with Helena (the “Helena Settlement”) to compromise and resolve all triggering events, default notices, and related claims. Under the terms of the Helena Settlement, the Company agreed to pay Helena $500 in cash at closing, make five consecutive monthly cash installment payments of $100 each, totaling an additional $500, and assign to Helena a portion of the convertible promissory note to be received from NexGel. The Company subsequently breached the Helena Settlement by failing to timely pay amounts due thereunder and is currently negotiating with Helena to resolve the breach. There can be no assurance that the parties will reach a resolution.

Settlement Agreement with Sequence LifeScience, Inc.

On April 14, 2026, SLS and Celularity entered into a Settlement Agreement and Mutual General Release to settle and resolve all claims, disputes and differences existing between both parties arising out of, or in connection with the Asset Purchase Agreement dated October 9, 2024 (the “APA”) and related supply agreement (the “SLS Settlement”). The SLS Settlement included the following:

Letter Agreement with Defeye

On June 3, 2026, the Company entered into a binding Letter Agreement (the “Defeye Letter Agreement”) with Defeye to resolve outstanding commercial disputes. Under the terms of the Defeye Letter Agreement, product credits were permitted to be applied to product invoiced through May 6, 2026, after which any remaining unused credits were permanently waived and extinguished. As part of the settlement, the Company granted Defeye a defined discount of up to $0.3 million.

The Defeye Letter Agreement also established parameters for an approved secondary back-up manufacturer in the event of supply shortfalls, under which Defeye must pay the Company a variable fee based on the greater of a defined percentage of the contractual price or a defined percentage of the cost savings for units sourced from the secondary manufacturer.

Separately, the Company also returned 3,910,706 shares of Defeye Series Seed-2 Preferred Stock pursuant to the Defeye Letter Agreement, reducing its voting interest below 20%. Consequently, the Company determined it lost significant influence over DefEYE and discontinued equity method accounting as of June 3, 2026.

Nasdaq Deficiency Notices

On May 27, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 10-Q for the period ended March 31, 2026.

On June 9, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with Nasdaq Listing Rule 5550(b)(2) due to its minimum market value of listed securities falling below the $35 million threshold.

On August 21, 2026, the Company received a notice from Nasdaq Stock Market LLC indicating that it is not in compliance with the timely filing requirement under Nasdaq Listing Rule 5250(c)(1) due to its failure to timely file its Form 10-Q for the period ended June 30, 2026.

Manufacturing Collaboration with MuseCell Innovations Pte. Ltd.

On August 27, 2026, the Company announced a manufacturing collaboration with MuseCell Innovations Pte. Ltd. (“MCI”), a Singapore-based company that owns the Dezawa MuseCell^® platform, to manufacture Dezawa MuseCells and related derivative products at the Company’s Florham Park, New Jersey facility. The collaboration contemplates an initial manufacturing program, following which the parties intend to explore an expanded manufacturing relationship. MCI has estimated that purchases under the initial program and potential future collaboration could exceed $300 million in the aggregate over five years. This estimate is non-binding, does not represent committed orders or Company revenue guidance, and depends on successful execution of the initial program, further agreements between the parties and future demand. There can be no assurance that an expanded relationship will be established or that purchases will occur in the estimated amount, within the anticipated timeframe or at all. The products contemplated by the collaboration have not been approved by the U.S. Food and Drug Administration.

Gordon Promissory Note

On June 19, 2026, subsequent to quarter-end, the Company issued an unsecured promissory note to Steven N. Gordon, its Chief Operating Officer, in the principal amount of $325. The note bears interest at 4% per annum, compounded annually, commencing on the date funds were advanced. Principal and accrued interest are payable in a single installment upon the earliest of (i) June 19, 2027, (ii) consummation of a Qualified Financing or (iii) consummation of a Change of Control, as defined in the note. A Qualified Financing includes an equity or debt financing transaction, or series of related transactions, generating aggregate gross cash proceeds of at least $1,000. Proceeds are restricted to working capital purposes and may not be used to repay indebtedness. Upon a continuing event of default, the outstanding principal bears interest at 16% per annum, compounded annually, subject to applicable law, and the holder may accelerate repayment. The note remained outstanding as of the date of this report.

Financing

On September 23, 2026, the Company entered into a Securities Purchase Agreement providing for the issuance of senior secured convertible notes and warrants for aggregate gross proceeds of up to approximately $25.0 million. On September 24, 2026, the Company completed the initial closing under the agreement, resulting in aggregate gross proceeds of approximately $11.0 million. Additional proceeds are subject to the terms and conditions of the Securities Purchase Agreement.