Asset Purchases and Sales	6 Months Ended
Jun. 30, 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 $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 December 31, 2025, the accrued milestone payments were $3,127 (none as of June 30, 2026). On April 14, 2026, Sequence 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 and related supply agreement. Refer to Note 13 – Commitments and Contingencies for additional information. *License* In April 2026, the Company sold NexGel, Inc. (“NexGel”) 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 and $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 simultaneously split into two notes of $2.5 million each, one of which was issued to Helena Global Investment Opportunities, Ltd (“Helena”) as partial satisfaction of amounts due Helena and one of which was issued to Sequence LifeSciences, Inc. (“Sequence”) as partial satisfaction of amounts due Sequence, see Note 13 - Commitments and Contingencies for additional information on these settlements. 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. As of June 30, 2026, NexGel has not achieved any of the milestones. Concurrent with the NexGel license agreement, the Company entered into a Contract Manufacturing Agreement with NexGel, whereby it will act as an independent contractor of NexGel providing manufacturing and other services. Refer to Note 17 – License and Distribution Agreements for additional information on the license arrangement with NexGel.

Asset Purchases and Sales

6 Months Ended

Jun. 30, 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 $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 December 31, 2025, the accrued milestone payments were $3,127 (none as of June 30, 2026).

On April 14, 2026, Sequence 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 and related supply agreement. Refer to Note 13 – Commitments and Contingencies for additional information.

License

In April 2026, the Company sold NexGel, Inc. (“NexGel”) 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 and $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 simultaneously split into two notes of $2.5 million each, one of which was issued to Helena Global Investment Opportunities, Ltd (“Helena”) as partial satisfaction of amounts due Helena and one of which was issued to Sequence LifeSciences, Inc. (“Sequence”) as partial satisfaction of amounts due Sequence, see Note 13 - Commitments and Contingencies for additional information on these settlements.

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. As of June 30, 2026, NexGel has not achieved any of the milestones.

Concurrent with the NexGel license agreement, the Company entered into a Contract Manufacturing Agreement with NexGel, whereby it will act as an independent contractor of NexGel providing manufacturing and other services. Refer to Note 17 – License and Distribution Agreements for additional information on the license arrangement with NexGel.