Commitments and Contingencies	6 Months Ended
Jun. 30, 2026
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	13. Commitments and Contingencies *Indemnification Agreements* In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its consolidated financial statements as of June 30, 2026 and December 31, 2025. *Acquisition-Related Contingent Consideration* In connection with the Company’s acquisition in 2017 of HLI Cellular Therapeutics, LLC and Anthrogenesis, it has agreed to pay future consideration to the sellers upon the achievement of certain regulatory and commercial milestones. As a result, the Company recorded $1,413 as contingent consideration as of June 30, 2026 and December 31, 2025, respectively. Due to the contingent nature of these milestone and royalty payments, there is a high degree of judgment in the management estimates that determine the fair value of the contingent consideration. See Note 4 – Fair Value of Financial Assets and Liabilities for further discussion. *Legal Proceedings* Civil Investigative Demand The Company received a Civil Investigative Demand (the “Demand”) under the False Claims Act, 31 U.S.C. § 3729, dated August 14, 2022, from the U.S. Attorney’s Office for the Eastern District of Pennsylvania. The Demand requests documents and information relating to claims submitted to Medicare, Medicaid, or other federal insurers for services or procedures involving injectable human tissue therapy products derived from amniotic fluid or birth tissue and includes Interfyl. The Company is cooperating with the request and is engaged in an ongoing dialogue with the Assistant U.S. Attorneys handling the Demand. The matter is still in preliminary stages and there is uncertainty as to whether the Demand will result in any liability. Celularity Inc. v. Evolution Biologyx, LLC, et al. On April 17, 2023, the Company filed a complaint against Evolution Biologyx, LLC, Saleem S. Saab, individually, and Encyte, LLC (collectively, “Evolution”) in the United States District Court for the District of New Jersey to recover unpaid invoice amounts for the sale of its biomaterial products in the amount of approximately $2,350, plus interest. The claim arose from a September 2021 distribution agreement between the Company and Evolution. The complaint alleged claims for breach of contract, quasi contract and fraud. Evolution subsequently filed a counter claim breach of contract, breach of warranty, quasi contract and fraud. On June 9, 2026, with the assistance of the court, the parties reached a settlement on the major issues that would result in mutual releases without payments by either side. The agreement is being documented while a minor issue is being negotiated. The Company’s balance of accounts receivable due from Evolution has been fully reserved within the allowance for doubtful accounts as of June 30, 2026 and December 31, 2025. TCWGlobal v. Celularity Inc. On March 27, 2024, WMBE Payrolling, Inc., dba TCWGlobal, filed a complaint in the United States District Court for the Southern District of California alleging a breach of contract and account stated claims relating to a Master Services Agreement dated May 4, 2020, or the TCWGlobal MSA, for the provision of certain leased workers to perform services on the Company’s behalf. The complaint alleges that the Company breached the TCWGlobal MSA by failing to make payments on certain invoices for the services of the leased workers. On May 7, 2024, the Company entered into a settlement agreement and mutual release with TCWGlobal whereupon the Company agreed to pay $516 in tiered monthly installments, with the last payment due and payable on May 1, 2025, in exchange for a dismissal of the complaint and full release of all claims. The Company defaulted on the payments in November 2024. On April 21, 2025, the Company was served with a motion by TCWGlobal to enforce the settlement and enter judgment against the Company in the amount of $350, for which the Company has accrued within accounts payable on the consolidated balance sheet as of December 31, 2025. The Court granted the motion and entered judgment on June 3, 2025. On February 26, 2026, TCWGlobal and the Company agreed to settle the balance due in one payment of $100 due by March 3, 2026, and two payments of $125 due by the end of March 2026 and April 2026, respectively. As of the issuance date of the financial statements, the Company had made all required payments. This case was settled in April 2026. Hackensack Meridian Health v. Celularity Inc. On March 27, 2025, Hackensack Meridian Health (“HUMC”) filed a complaint in the Superior Court of New Jersey seeking $948 allegedly owed by Celularity for costs associated with previous clinical trials. The Company determined that there were significant duplications in the invoices, so after a joint review of the charges, the parties agreed that the actual amount due from the Company to HUMC is $668, which the Company accrued within accrued expenses and other current liabilities as of June 30, 2026 and December 31, 2025. The Company defaulted on the payments, and HUMC moved for entry of default judgment that was granted on December 5, 2025. Shareholder Derivative Action On February 28, 2025, a shareholder derivative action, Dorrance v. Diamandis, Index No. 651165/2025, was filed against the Company’s current and former members of the board of directors as defendants, and the Company, as a nominal defendant, in the Supreme Court of the State of New York. The Plaintiff alleges that the board members’ compensation of its nonemployee directors was excessive in 2021, 2022 and 2023 and seeks to recoup excessive compensation and set controls on the board’s ability to award themselves excessive compensation in the future. The derivative action is also seeking payment of an undisclosed amount of attorney’s fees. After extended negotiations, the Company settled for a payment of $3 in cash and $300 worth of restricted stock to plaintiff’s counsel. The settlement is recorded as legal settlement expense in the condensed consolidated Statement of Operations. *Legal Settlements* 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 on May 21, 2026 (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 of which $100 was paid as of June 30, 2026, and assign to Helena a portion of the convertible promissory note totaling $2,500 to be received from NexGel. Helena’s release of claims was conditioned on the Company’s satisfaction of specified release conditions. The Company did not make the installment payments due on July 21 and August 21, 2026 timely. On August 25, 2026, we paid Helena $200, bringing our aggregate cash payments under the settlement agreement to $800. Helena has asserted that the missed payments constitute defaults and that it is entitled to exercise conversion rights under the Helena Note. The Company dispute Helena’s asserted entitlement to the conversion amount it has demanded. The Company is engaged in discussions to resolve the matter. For the three and six months ended June 30, 2026, the Company recognized a loss on settlement with Helena of $2,500. Settlement Agreement with Sequence LifeScience, Inc. 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 (the “APA”) and related supply agreement (the “SLS Settlement”). The SLS Settlement included the following: .●.Celularity granted Sequence a fully paid, royalty-free, irrevocable, perpetual, transferrable, worldwide sublicense with respect to: (i) all of the assets properties, contractual rights, goodwill, going concern value, rights and claims licensed to or otherwise controlled by Celularity related to Rebound Matrix Placental-Derived Allograft (“Rebound”) and the assets acquired under the APA and (ii) all of the assets, properties, contractual rights, goodwill, going concern value, rights and claims licensed to or otherwise controlled by Celularity related to Rebound and the acquired assets developed by or on behalf of Celularity since the APA (including enhancements, improvements and intellectual property rights) (the “Rebound Sublicense”). Immediately prior to the SLS Settlement, the Company held a $700 acquired IPR&D product rights intangible asset related to Rebound. .●.Celularity returned Rebound inventory of $2,856, which had no carrying value on the Company’s condensed consolidated balance sheet. .●.Celularity assigned to Sequence the right to receive $500 of each milestone payment in connection with the Company’s Asset Purchase and Exclusive License Agreement with NexGel, Inc. (“NexGel”), until Sequence has received the total sum of $1,500. NexGel will remit payment of these milestones directly to SLS. .●.Celularity assigned to Sequence a $2,500 convertible promissory note in connection with the Company’s Asset Purchase and Exclusive License Agreement with NexGel. The convertible promissory note was issued by NexGel directly to Sequence. .●.Celularity assigned to Sequence the right to manufacture no less than 10% of the manufacturing requirements for each product on behalf of NexGel for a period of no less than two years, commencing with the completion and successful validation of the technology transfer to Sequence. .●.Sequence granted Celularity a full and final release from all prior defaults, unpaid purchase prices under the APA and unpaid transfer prices under the related supply agreement in the aggregate of $9,930. The Company evaluated the SLS Settlement under ASC 405-20, Extinguishment of Liabilities, derecognizing $9,930 of accounts payable and accrued liabilities, derecognizing $2,500 for the assigned NEXGEL note asset, derecognizing $700 of acquired IPR&D product rights intangible assets and recognizing a net gain on settlement of $6,730 within other income (expense) on the condensed consolidated statements of operations for the three and six months ended June 30, 2026. 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 $300 to be applied against gross product purchases made up to a cap of $1,500. Immediately prior to execution of the Defeye Letter Agreement, the Company held $1,472 in deferred revenue (contract liability) associated with the unused product credits, which was derecognized upon the legal release of the Company’s performance obligation to deliver future goods. The Company determined that the $300 defined discount represents a material right under ASC 606 recorded as deferred revenue for the material right, to be recognized as product purchases are made. The remaining unused product credits were recognized as revenue for the three and six months ended June 30, 2026. 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. 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.

Commitments and Contingencies

6 Months Ended

Jun. 30, 2026

Commitments and Contingencies Disclosure [Abstract]

13. Commitments and Contingencies

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its consolidated financial statements as of June 30, 2026 and December 31, 2025.

Acquisition-Related Contingent Consideration

In connection with the Company’s acquisition in 2017 of HLI Cellular Therapeutics, LLC and Anthrogenesis, it has agreed to pay future consideration to the sellers upon the achievement of certain regulatory and commercial milestones. As a result, the Company recorded $1,413 as contingent consideration as of June 30, 2026 and December 31, 2025, respectively. Due to the contingent nature of these milestone and royalty payments, there is a high degree of judgment in the management estimates that determine the fair value of the contingent consideration. See Note 4 – Fair Value of Financial Assets and Liabilities for further discussion.

Legal Proceedings

Civil Investigative Demand

The Company received a Civil Investigative Demand (the “Demand”) under the False Claims Act, 31 U.S.C. § 3729, dated August 14, 2022, from the U.S. Attorney’s Office for the Eastern District of Pennsylvania. The Demand requests documents and information relating to claims submitted to Medicare, Medicaid, or other federal insurers for services or procedures involving injectable human tissue therapy products derived from amniotic fluid or birth tissue and includes Interfyl. The Company is cooperating with the request and is engaged in an ongoing dialogue with the Assistant U.S. Attorneys handling the Demand. The matter is still in preliminary stages and there is uncertainty as to whether the Demand will result in any liability.

Celularity Inc. v. Evolution Biologyx, LLC, et al.

On April 17, 2023, the Company filed a complaint against Evolution Biologyx, LLC, Saleem S. Saab, individually, and Encyte, LLC (collectively, “Evolution”) in the United States District Court for the District of New Jersey to recover unpaid invoice amounts for the sale of its biomaterial products in the amount of approximately $2,350, plus interest. The claim arose from a September 2021 distribution agreement between the Company and Evolution. The complaint alleged claims for breach of contract, quasi contract and fraud. Evolution subsequently filed a counter claim breach of contract, breach of warranty, quasi contract and fraud. On June 9, 2026, with the assistance of the court, the parties reached a settlement on the major issues that would result in mutual releases without payments by either side. The agreement is being documented while a minor issue is being negotiated. The Company’s balance of accounts receivable due from Evolution has been fully reserved within the allowance for doubtful accounts as of June 30, 2026 and December 31, 2025.

TCWGlobal v. Celularity Inc.

On March 27, 2024, WMBE Payrolling, Inc., dba TCWGlobal, filed a complaint in the United States District Court for the Southern District of California alleging a breach of contract and account stated claims relating to a Master Services Agreement dated May 4, 2020, or the TCWGlobal MSA, for the provision of certain leased workers to perform services on the Company’s behalf. The complaint alleges that the Company breached the TCWGlobal MSA by failing to make payments on certain invoices for the services of the leased workers. On May 7, 2024, the Company entered into a settlement agreement and mutual release with TCWGlobal whereupon the Company agreed to pay $516 in tiered monthly installments, with the last payment due and payable on May 1, 2025, in exchange for a dismissal of the complaint and full release of all claims. The Company defaulted on the payments in November 2024. On April 21, 2025, the Company was served with a motion by TCWGlobal to enforce the settlement and enter judgment against the Company in the amount of $350, for which the Company has accrued within accounts payable on the consolidated balance sheet as of December 31, 2025. The Court granted the motion and entered judgment on June 3, 2025. On February 26, 2026, TCWGlobal and the Company agreed to settle the balance due in one payment of $100 due by March 3, 2026, and two payments of $125 due by the end of March 2026 and April 2026, respectively. As of the issuance date of the financial statements, the Company had made all required payments. This case was settled in April 2026.

Hackensack Meridian Health v. Celularity Inc.

On March 27, 2025, Hackensack Meridian Health (“HUMC”) filed a complaint in the Superior Court of New Jersey seeking $948 allegedly owed by Celularity for costs associated with previous clinical trials. The Company determined that there were significant duplications in the invoices, so after a joint review of the charges, the parties agreed that the actual amount due from the Company to HUMC is $668, which the Company accrued within accrued expenses and other current liabilities as of June 30, 2026 and December 31, 2025. The Company defaulted on the payments, and HUMC moved for entry of default judgment that was granted on December 5, 2025.

Shareholder Derivative Action

On February 28, 2025, a shareholder derivative action, Dorrance v. Diamandis, Index No. 651165/2025, was filed against the Company’s current and former members of the board of directors as defendants, and the Company, as a nominal defendant, in the Supreme Court of the State of New York. The Plaintiff alleges that the board members’ compensation of its nonemployee directors was excessive in 2021, 2022 and 2023 and seeks to recoup excessive compensation and set controls on the board’s ability to award themselves excessive compensation in the future. The derivative action is also seeking payment of an undisclosed amount of attorney’s fees. After extended negotiations, the Company settled for a payment of $3 in cash and $300 worth of restricted stock to plaintiff’s counsel. The settlement is recorded as legal settlement expense in the condensed consolidated Statement of Operations.

Legal Settlements

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 on May 21, 2026 (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 of which $100 was paid as of June 30, 2026, and assign to Helena a portion of the convertible promissory note totaling $2,500 to be received from NexGel. Helena’s release of claims was conditioned on the Company’s satisfaction of specified release conditions. The Company did not make the installment payments due on July 21 and August 21, 2026 timely. On August 25, 2026, we paid Helena $200, bringing our aggregate cash payments under the settlement agreement to $800. Helena has asserted that the missed payments constitute defaults and that it is entitled to exercise conversion rights under the Helena Note. The Company dispute Helena’s asserted entitlement to the conversion amount it has demanded. The Company is engaged in discussions to resolve the matter. For the three and six months ended June 30, 2026, the Company recognized a loss on settlement with Helena of $2,500.

Settlement Agreement with Sequence LifeScience, Inc.

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 (the “APA”) and related supply agreement (the “SLS Settlement”). The SLS Settlement included the following:

.●.Celularity granted Sequence a fully paid, royalty-free, irrevocable, perpetual, transferrable, worldwide sublicense with respect to: (i) all of the assets properties, contractual rights, goodwill, going concern value, rights and claims licensed to or otherwise controlled by Celularity related to Rebound Matrix Placental-Derived Allograft (“Rebound”) and the assets acquired under the APA and (ii) all of the assets, properties, contractual rights, goodwill, going concern value, rights and claims licensed to or otherwise controlled by Celularity related to Rebound and the acquired assets developed by or on behalf of Celularity since the APA (including enhancements, improvements and intellectual property rights) (the “Rebound Sublicense”). Immediately prior to the SLS Settlement, the Company held a $700 acquired IPR&D product rights intangible asset related to Rebound.

.●.Celularity returned Rebound inventory of $2,856, which had no carrying value on the Company’s condensed consolidated balance sheet.

.●.Celularity assigned to Sequence the right to receive $500 of each milestone payment in connection with the Company’s Asset Purchase and Exclusive License Agreement with NexGel, Inc. (“NexGel”), until Sequence has received the total sum of $1,500. NexGel will remit payment of these milestones directly to SLS.

.●.Celularity assigned to Sequence a $2,500 convertible promissory note in connection with the Company’s Asset Purchase and Exclusive License Agreement with NexGel. The convertible promissory note was issued by NexGel directly to Sequence.

.●.Celularity assigned to Sequence the right to manufacture no less than 10% of the manufacturing requirements for each product on behalf of NexGel for a period of no less than two years, commencing with the completion and successful validation of the technology transfer to Sequence.

.●.Sequence granted Celularity a full and final release from all prior defaults, unpaid purchase prices under the APA and unpaid transfer prices under the related supply agreement in the aggregate of $9,930.

The Company evaluated the SLS Settlement under ASC 405-20, Extinguishment of Liabilities, derecognizing $9,930 of accounts payable and accrued liabilities, derecognizing $2,500 for the assigned NEXGEL note asset, derecognizing $700 of acquired IPR&D product rights intangible assets and recognizing a net gain on settlement of $6,730 within other income (expense) on the condensed consolidated statements of operations for the three and six months ended June 30, 2026.

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 $300 to be applied against gross product purchases made up to a cap of $1,500.

Immediately prior to execution of the Defeye Letter Agreement, the Company held $1,472 in deferred revenue (contract liability) associated with the unused product credits, which was derecognized upon the legal release of the Company’s performance obligation to deliver future goods. The Company determined that the $300 defined discount represents a material right under ASC 606 recorded as deferred revenue for the material right, to be recognized as product purchases are made. The remaining unused product credits were recognized as revenue for the three and six months ended June 30, 2026.

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.

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.