CELU Celularity Inc

Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company, today announced that the Nasdaq Listing Qualifications Hearings Panel (the “Hearings Panel”) has cancelled the previously scheduled hearing regarding Celularity’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”), as the Company has cured its filing delinquency. The matter is now closed, and Nasdaq has confirmed that Celularity’s stock will continue to be listed and traded on The Nasdaq Stock Market.

This resolution follows Nasdaq’s prior notification on October 16, 2024, indicating that Celularity was not in compliance with the Rule due to the delayed filing of its quarterly reports on Forms 10-Q for the periods ended March 31, 2024, and June 30, 2024. As disclosed, Celularity filed an appeal and amended compliance plan with the Hearings Panel, seeking an extension to regain compliance. Subsequently, Celularity filed its Form 10-Q for the period ended March 31, 2024, on October 16, 2024, and its Form 10-Q for the period ended June 30, 2024, on November 7, 2024, achieving compliance with Nasdaq requirements.

“We are pleased to have met Nasdaq’s requirements and to resolve this matter, allowing us to continue trading on The Nasdaq Stock Market,” said Robert J. Hariri, M.D., Ph.D., Founder, Chairman, and CEO of Celularity. “This milestone reflects our dedication to transparency and regulatory compliance. We remain committed to building a robust foundation to support timely financial reporting and our mission to harness the potential of the placenta to develop transformative therapies.”

The delays in filing were primarily due to significant financial challenges impacting the biotechnology sector, which restricted access to capital and affected Celularity’s ability to secure essential audit and financial advisory services. Despite these challenges, Celularity implemented meaningful process improvements, including engaging EisnerAmper LLP as its independent audit firm and enhancing internal controls.

About Celularity Celularity Inc. (Nasdaq: CELU) is a regenerative medicine company developing and commercializing advanced biomaterial products and allogeneic, cryopreserved, placental-derived cell therapies, all derived from the postpartum placenta. Its therapeutic programs target aging-related diseases, including degenerative diseases, cancer, and immune disorders, using mesenchymal-like adherent stromal cells (MLASCs), T-cells engineered with CAR (CAR T-cells), and genetically modified and unmodified natural killer (NK) cells. Celularity believes that by harnessing the placenta’s unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies.   For more information, visit www.celularity.com.

Forward-Looking StatementsThis press release includes “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995, as well as within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intends,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “predict,” “project,” “seek,” “should,” “strive,” “target,” “will,” “would” and the negative of terms like these or other comparable terminology, and other words or terms of similar meaning. The forward-looking statements in this press release include express or implied statements regarding Celularity’s ability to strengthen its financial and operational processes, its ability to timely addressing any financial reporting backlog, and the impact of any improvements on long term growth or success. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including but not limited to: Celularity’s liquidity situation; the volatility in Celularity’s stock price; inherent risks in biotechnological development, including with respect to the development of novel advanced biomaterials; and the regulatory approval process; along with those risk factors set forth under the caption “Risk Factors” in Celularity’s annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on July 30, 2024, and other filings with the SEC. If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Celularity does not presently know, or that Celularity currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, these forward-looking statements reflect Celularity’s current expectations, plans, or forecasts of future events and views as of the date of this communication. Subsequent events and developments could cause assessments to change. Accordingly, forward-looking statements should not be relied upon as representing Celularity’s views as of any subsequent date, and Celularity undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

Investor Contact:Carlos RamirezSenior Vice President, Celularity Inc.Carlos.ramirez@celularity.com

Media Contacts:Raquel Cona / Michaela FawcettKCSA Strategic Communicationsrcona@kcsa.com / mfawcett@kcsa.com