1. Business

Celularity Inc., (“Celularity” or the “Company” and formerly known as GX Acquisition Corp), was incorporated in Delaware August 24, 2018. The Company’s wholly-owned subsidiaries include, among others, Celularity, LLC, CariCord, Inc. and Anthrogenesis, LLC. Celularity is a longevity-focused regenerative and cellular medicine company developing and manufacturing investigational cellular therapy candidates derived from the postpartum placenta. Celularity leverages the placenta’s unique biology, immunologic properties and scalable availability to develop therapeutic solutions targeting fundamental mechanisms of aging and age-related disease to address age-related diseases, tissue degeneration and declines in human function. Its business includes cellular therapy research and development, manufacturing and related services, biobanking services operated primarily under the Lifebank brand, and biomaterials activities conducted through applicable licensing, manufacturing, supply and distribution arrangements. The Company’s strategy is to concentrate resources on its cellular therapy platform and manufacturing capabilities while pursuing revenue-generating opportunities through third-party services, biobanking and retained biomaterials activities.

Going Concern

In accordance with ASC 205-40, Presentation of Financial Statements — Going Concern, management evaluates whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these condensed consolidated financial statements are issued. Management has evaluated the Company’s current financial position, liquidity, capital resources, and projected cash flows and has determined that there is substantial doubt about the Company’s ability to continue as a going concern.

The Company has generally not been profitable and since its inception, the Company has incurred significant operating losses and used net cash for operating activities. During the three months ended March 31, 2026, the Company recorded net income of $874. Net cash provided by operating activities was $1,447 for the three months ended March 31, 2026, which included $12,159 of proceeds from the sale of New Jersey net operating loss carryforwards; excluding those proceeds, operating activities used net cash. As of March 31, 2026, the Company had an accumulated deficit of $990,609 and had a working capital deficit of $64,282. While the Company raised additional debt financing in September 2026 (see Note 22 Subsequent Events), the Company needs to secure additional financing and there is no assurance that financing can be raised or at acceptable terms. These factors indicate the Company may be unable to meet its obligations as they become due over the next 12 months or sooner and continue as a going concern.

The Company has historically funded operations through sales of products and services, alongside equity and debt securities financings from both public and private investors. Based on the Company’s current cash burn rate, existing cash on hand is insufficient to fund operations, meet payroll and satisfy contractual debt obligations for the 12-month period following the issuance date of these condensed consolidated financial statements.

In early 2026, the Company implemented operational restructuring initiatives aimed at reducing overhead costs, streamlining headcount, and reallocating resources toward core commercial opportunities. Revenue growth, which is not certain, will be required to achieve break-even operating cash flows on a monthly, quarterly or annual basis.

Management is also actively seeking additional capital through public or private equity offerings, debt financings, strategic collaborations, or other financing transactions. However, these plans are not fully committed, are subject to market conditions, and remain outside of the Company’s control. Accordingly, management cannot conclude that it is probable these plans will be successfully implemented or that, if implemented, they will alleviate the substantial doubt.

On May 27, 2026, the Company received a notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating non-compliance with Nasdaq Listing Rule 5250(c)(1) due to the delay in filing its Form 10-Q for the period ended March 31, 2026. On June 9, 2026, the Company received a notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(b)(2) due to its market value of listed securities falling below the $35 million threshold for 30 consecutive business days. Nasdaq provided the Company until December 7, 2026 to regain compliance with this requirement. On July 23, 2026, Nasdaq additionally notified the Company of non-compliance with the $1.00 minimum bid price requirement after its closing bid price remained below that threshold for 30 consecutive business days. Nasdaq provided the Company until January 19, 2027 to regain compliance with the minimum bid price requirement. On August 21, 2026, the Company received a notice from Nasdaq indicating that it remained out of 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 and its continuing delinquency in filing its Form 10-Q for the period ended March 31, 2026. The Company submitted a compliance plan to Nasdaq on September 3, 2026. Any extension granted by Nasdaq would extend no later than November 16, 2026.

To regain compliance with the market value and minimum bid price requirements, the Company must satisfy the applicable threshold for at least 10 consecutive business days within the respective compliance period, subject to Nasdaq’s discretion to require a longer period. As of the date of this report, the Company has not received written confirmation from Nasdaq that it has regained compliance with either requirement. While the Company is taking steps to regain compliance with all applicable Nasdaq rules, there can be no assurance that it will do so within the applicable periods, and failure to do so could result in the delisting of the Company’s common stock. Delisting could severely impair the liquidity and market value of the Company’s common stock and significantly restrict its ability to raise additional capital.

If the Company is unable to secure sufficient additional capital or generate positive cash flows from operations to satisfy its obligations as they become due over the next 12 months, including the repayment or refinancing of outstanding indebtedness, management will be forced to pursue strategic alternatives. These alternatives may include, but are not limited to:

The combination of recurring operating losses, working capital deficits, insufficient cash reserves, debt maturities, and Nasdaq non-compliance status raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these financial statements are issued. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which assumes the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.