Celularity Files Appeal Request and Amended Compliance Plan with Nasdaq Hearings Panel

FLORHAM PARK, N.J., Oct. 23, 2024 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company, today announced that it has requested a hearing before the Nasdaq Hearings Panel (the “Hearings Panel”) the Nasdaq Listing Qualifications Department’s determination regarding Celularity’s non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule”) and to seek an additional extension to regain compliance.

As previously announced, Celularity received formal notice from Nasdaq on August 22, 2024, indicating non-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 (collectively, the “Forms 10-Q”). On September 5, 2024, Celularity submitted an updated compliance plan to Nasdaq, and Nasdaq subsequently granted Celularity an extension until October 14, 2024, to regain compliance with the Rule. On October 16, 2024, Nasdaq notified Celularity that, as the Forms 10-Q had not been filed within the extension period, Celularity would be suspended from trading on The Nasdaq Capital Market at the opening of business on October 25, 2024, unless an appeal was filed by October 23, 2024.

On October 23, 2024, Celularity timely filed an appeal and amended compliance plan with the Hearings Panel and requested a hearing, which temporarily stays suspension or delisting action. Celularity also requested that the stay remain in effect through the hearing process and any additional extension period granted by the Hearings Panel.

Celularity remains committed to regaining compliance, having filed its Form 10-Q for the period ended March 31, 2024, on October 16, 2024, and is in the final stages of preparing its Form 10-Q for the period ended June 30, 2024. The Hearings Panel has the discretion to grant Celularity up to an additional 180 days to regain compliance, but there is no assurance that Celularity’s appeal will be successful or that Celularity will regain or maintain compliance with the Rule or other Nasdaq listing requirements.

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 Statements

his 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 expectations concerning the outcome of its appeal to the Nasdaq Hearings Panel, the ability to regain compliance with Nasdaq’s continued listing requirements, the timing and completion of its quarterly report for the period ending June 30, 2024 on Form 10-Q, and any extensions or other actions that may be granted by the Hearings Panel. 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.

Carlos Ramirez
Senior Vice President, Celularity Inc.
Carlos.ramirez@celularity.com

Raquel Cona / Michaela Fawcett
KCSA Strategic Communications
rcona@kcsa.com / mfawcett@kcsa.com