Celularity Inc. Announces Receipt of Nasdaq Notice Regarding Late Form 10-Q Filing

Rhea-AI Summary

Celularity Inc. (Nasdaq: CELU), a regenerative and cellular medicine company, received a notification from Nasdaq on August 22, 2024, regarding non-compliance with listing requirements due to delayed filing of its Q2 2024 Form 10-Q. The company also remains delinquent in filing its Q1 2024 Form 10-Q. This notice does not immediately affect the listing of Celularity's common stock and warrants, which continue to trade on the Nasdaq Capital Market.

Celularity must submit a compliance plan to Nasdaq by September 6, 2024, and if accepted, has until October 14, 2024, to implement it. The company intends to submit a plan and is working to file both Q1 and Q2 2024 Form 10-Qs. However, there is no guarantee that Nasdaq will accept the plan or that Celularity will regain compliance within the given timeframe.

Positive

• None.

Negative

• Delayed filing of Q2 2024 Form 10-Q
• Continued delinquency in filing Q1 2024 Form 10-Q
• Risk of non-compliance with Nasdaq listing requirements
• Potential delisting from Nasdaq if compliance plan is not accepted or implemented successfully

Financial Analyst

Celularity's failure to file its Q1 and Q2 2024 Form 10-Qs on time is a significant red flag for investors. This delay in financial reporting raises concerns about the company's internal controls and financial transparency. The Nasdaq notice puts additional pressure on Celularity to address these issues promptly. While there's no immediate impact on the stock listing, the risk of delisting looms if the company fails to regain compliance by October 14, 2024. This situation could lead to reduced investor confidence and potential stock price volatility. Investors should closely monitor the company's progress in submitting its plan to Nasdaq and filing the overdue reports. The outcome of this process will be important in assessing Celularity's financial health and future prospects.

Legal Expert

The Nasdaq notice Celularity received is a serious compliance issue. The company now faces a tight timeline to submit a remediation plan by September 6, 2024 and potentially implement it by October 14, 2024. This situation exposes Celularity to regulatory scrutiny and possible legal repercussions. Failure to file timely reports violates SEC regulations and could lead to enforcement actions. Moreover, the company may face shareholder litigation if this delay is perceived as a failure in corporate governance. The lack of current financial information also hampers investors' ability to make informed decisions, potentially breaching securities laws. Celularity must prioritize addressing these issues to mitigate legal risks and maintain market trust.

Market Research Analyst

Celularity's reporting delays could have ripple effects across the regenerative medicine sector. Investors might become more cautious about companies in this space, particularly those in early stages or with complex financials. This incident highlights the importance of timely reporting in maintaining market confidence. The company's ability to regain compliance quickly will be important for its market perception. If Celularity fails to meet Nasdaq's requirements, it could face reduced liquidity and institutional investment, potentially impacting its ability to raise capital in the future. This situation serves as a reminder for investors to scrutinize the financial reporting practices of biotech companies, especially those dealing with cutting-edge technologies like placental-derived allogeneic cell therapies.

FLORHAM PARK, N.J., Aug. 23, 2024 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (the “Company”), a regenerative and cellular medicine company developing placental-derived allogeneic cell therapies and advanced biomaterial products, announced that on August 22, 2024, the Company received notification from the Listing Qualifications department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company has not yet filed its Form 10-Q for the quarter ended June 30, 2024 (“Q2 2024 Form 10-Q”), and because the Company remains delinquent in filing its Form 10-Q for the quarter ended June 30, 2024 (“Q2 2024 Form 10-Q”), it does not comply with the Nasdaq continued listing requirements which require listed companies to timely file all required periodic financial reports with the Securities and Exchange Commission. Nasdaq’s notice has no immediate effect on the listing of Celularity’s common stock and warrants, which continue to trade on the Nasdaq Capital Market under the symbols “CELU” and “CELUW”, respectively.

The Company is required to submit to Nasdaq a plan to regain compliance with respect to its delinquent reports by no later than September 6, 2024, and if accepted, the Company has until October 14, 2024, to implement the plan to regain compliance. The Company intends to submit a plan to Nasdaq by no later than September 6, 2024 and will evaluate available options to regain compliance within the compliance period. However, there can be no assurance that Nasdaq will accept the plan, the Company will regain compliance within the compliance period, or maintain compliance with the other Nasdaq listing requirements.

The Company is working diligently to file its Q1 2024 Form 10-Q and its Q2 2024 Form 10-Q.

About Celularity 

Celularity Inc. (NASDAQ: CELU) is an innovative regenerative and cellular medicine company. It is developing and commercializing advanced biomaterial products and allogeneic, cryopreserved, placental-derived cell therapies, all derived from the postpartum placenta. What sets Celularity apart is its therapeutic programs that 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’s unique approach, harnessing the placenta’s biology and ready availability, is paving the way for therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies.

Forward-Looking Statements

This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as well as within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements include statements regarding: (i) our 2023 sales and sales growth relative to prior periods; (ii) our expected 2024 sales and sales growth relative to prior periods; (iii) our future sales or sales growth; (iv) our 2024 financial goals and expectations for future financial results, including levels of net sales; (v) our expectations regarding our new products; and (vi) demand for our products. Forward-looking statements include all statements that are not historical facts and all statements relating to future events, including expectations regarding our operational and efficiency initiatives, our strategy, expected net revenue per unit, forecasted results, and expectations regarding the effect of our actions to improve performance. These forward-looking statements reflect our current expectations and projections with respect to, among other things, the Company’s financial condition, results of operations, plans, objectives, strategy, future performance, and business. In some cases, you can identify forward-looking statements by terminology that may precede, follow or include the words “aim,” “anticipate,” “believe,” “can,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “might,” “outlook,” “plan,” “possible,” “potential,” “project,” “projection,” “seek,” “should,” “strive,” “target,” “will,” “would,” “will,” 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 are subject to risks and uncertainties and we caution against placing undue reliance on such statements. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including but not limited to: our future sales are uncertain and are affected by competition, access to customers, patient access to healthcare providers, the reimbursement environment, and many other factors beyond our ability to control; we may change our plans due to unforeseen circumstances; the regulatory status of our advanced biomaterial products; our ability to develop and maintain sales and marketing capabilities, whether alone or with potential future collaborators; our ability to sell our advanced biomaterial products in other countries depends on a number of factors including the local reimbursement environment, the regulatory status of our advanced biomaterial products, and our ability to establish and manage a third party distribution relationships; the risks associated with our current liquidity as well as developments relating to our competitors and industry, along with those risk factors set forth under the caption “Risk Factors” in the Company’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 we do not presently know, or that we currently believe 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 our 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 our views as of any subsequent date, and we undertake 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 Ramirez
Senior Vice President, Celularity Inc.
Carlos.ramirez@celularity.com

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

FAQ

Why did Celularity (CELU) receive a notice from Nasdaq on August 22, 2024?

Celularity received a notice from Nasdaq due to non-compliance with listing requirements, specifically for not filing its Q2 2024 Form 10-Q on time and remaining delinquent in filing its Q1 2024 Form 10-Q.

What is the deadline for Celularity (CELU) to submit a compliance plan to Nasdaq?

Celularity must submit a compliance plan to Nasdaq by September 6, 2024.

How long does Celularity (CELU) have to implement the compliance plan if accepted by Nasdaq?

If Nasdaq accepts the compliance plan, Celularity has until October 14, 2024, to implement it and regain compliance.

Are Celularity's (CELU) common stock and warrants still trading on Nasdaq?

Yes, Celularity's common stock and warrants continue to trade on the Nasdaq Capital Market under the symbols 'CELU' and 'CELUW', respectively, as the notice has no immediate effect on their listing.