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

Rhea-AI Summary

Celularity (Nasdaq: CELU), a regenerative medicine company, received a Nasdaq notice on May 21, 2024, for not filing its Q1 2024 Form 10-Q and 2023 Form 10-K on time. This puts Celularity in non-compliance with Nasdaq's listing requirements, but it doesn't affect the current trading of its stock and warrants. Celularity must submit a compliance plan by June 17, 2024, and has until October 14, 2024, to regain compliance if the plan is accepted. The company is working to complete its filings but cannot guarantee Nasdaq will accept the plan or that it will meet future requirements.

Positive

• Nasdaq notice does not immediately affect the listing or trading of Celularity's stock.
• Celularity has until October 14, 2024, to regain compliance if its plan is accepted.
• The company is actively working to file its 2023 Form 10-K and Q1 2024 Form 10-Q.
• Celularity is evaluating options to regain compliance within the given period.

Negative

• Failure to file Q1 2024 Form 10-Q and 2023 Form 10-K on time.
• Non-compliance with Nasdaq's continued listing requirements.
• Risk of Nasdaq not accepting the compliance plan.
• Potential failure to regain compliance within the 180-day period.
• Uncertainty about maintaining compliance with other Nasdaq requirements.

FLORHAM PARK, N.J., May 24, 2024 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (the “Company”), a regenerative medicine company developing placental-derived allogeneic cell therapies and advanced biomaterial products, announced today that on May 21, 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 March 31, 2024 (“Q1 2024 Form 10-Q”), and because the Company remains delinquent in filing its Annual Report on Form 10-K for the year ended December 31, 2023 (“2023 Form 10-K”), 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 June 17, 2024, and if accepted, the Company has a maximum of 180 calendar days from its 2023 Form 10-K due date, or until October 14, 2024, to implement the plan to regain compliance. The Company intends to submit a plan to Nasdaq by no later than June 17, 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 2023 Form 10-K and its Q1 2024 Form 10-Q.

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

This 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 the expected timing of the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2023 and its quarterly report for the period ending March 31, 2024 on Form 10-Q, the potential submission of a plan to Nasdaq and the potential for Nasdaq to accept such plan or grant the Company an exception period, and the Company’s ability to regain compliance with the Nasdaq continued listing standards. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including but not limited to: the Company’s liquidity situation; the volatility in the Company’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 the Company’s annual report on Form 10-K filed with the Securities and Exchange Commission (SEC) on March 31, 2023, 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 the Company does not presently know, or that the Company 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 the Company’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 the Company’s views as of any subsequent date, and the Company 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 Ramirez
Senior Vice President, Celularity Inc.
Carlos.ramirez@celularity.com

Media Contact:
Ali Nagy / Michaela Fawcett
KCSA Strategic Communications
anagy@kcsa.com / mfawcett@kcsa.com

FAQ

What is the recent Nasdaq notice about Celularity (CELU)?

Celularity received a Nasdaq notice for not filing its Q1 2024 Form 10-Q and 2023 Form 10-K on time.

How does the Nasdaq notice affect Celularity's (CELU) stock?

The Nasdaq notice does not immediately affect the listing or trading of Celularity's stock.

By when does Celularity need to submit a compliance plan to Nasdaq?

Celularity needs to submit a compliance plan by June 17, 2024.

What is the deadline for Celularity to regain compliance with Nasdaq?

Celularity has until October 14, 2024, to regain compliance if its plan is accepted.

What are the risks mentioned in the recent notice to Celularity (CELU)?

Risks include Nasdaq not accepting the compliance plan, failure to regain compliance within 180 days, and not maintaining compliance with other Nasdaq requirements.