CELU

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EX-99.1

Exhibit 99.1

Celularity Announces Full Year 2024 Operating and Financial Results

● Net revenues for the year ending December 31, 2024, totaled $54.2 million, an increase of $31.4 million, or 138.1%, compared to the previous year.

FLORHAM

PARK, N.J., [DATE], May 9, 2025 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a regenerative and cellular medicine company, today announced operating and financial results for the year ended December 31, 2024.

“We built momentum through 2024 and ended the year with a strong finish, as reflected in higher net revenues from the sale of our commercial-stage advanced biomaterial products, “ said Dr. Robert Hariri, M.D., Ph.D., CEO and Chairman,. “Sales growth was notably strong for our Biovance® product line, which we believe will continue to contribute to an improving revenue outlook for the next several quarters. We were also extremely pleased to receive recommendation letters from the U.S. Food and Drug Administration Tissue Reference Group regarding important additions to our portfolio of human placental-derived advanced biomaterial products, which serves as a testament to our commitment to innovate in the wound care sector along with our development of next-generation 510(k) products. At the same time, we continued to act opportunistically and explore opportunities in the rapidly evolving landscape of cellular and regenerative medicine. We believe Celularity will gain additional momentum in 2025 as we leverage our unique business model and world-class technical infrastructure and human capital.”

Highlights of Full Year 2024 Operating and Financial Results

Net Revenues

Net revenues for the year ended December 31, 2024, was $54.2 million, an increase of $31.4 million, or 138.1%, compared to the prior year period. This growth was primarily due to a $22.2 million increase in product sales in wound care applications, which increased 168.7% over the prior year.

Operating Expenses

Total operating expenses for the year ended December 31, 2024, were $92.6 million, a decrease of $122.5 million, or 57.0%, compared to 2023. The decrease in operating expenses is attributable to the absence of goodwill and in-process research and development, or IPR&D, impairments in 2024. Loss from operations for the year ending December 31, 2024, was $38.4 million, a decrease of $153.9 million, or 80.1%, compared to the previous year, driven by higher revenue and lower operating expenses which improved our gross margin.

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Results of Operations

Comparison of Year Ended December 31, 2024 to December 31, 2023

(in thousands) Year Ended December 31,

Percent

2024 2023 Change Change

Revenues:

Product sales, net $35,336 $13,149 $22,187 168.7%

Services 5,140 5,441 (301) (5.5)%

License, royalty and other 13,744 4,181 9,563 228.7%

Total revenues 54,220 22,771 31,449 138.1%

Operating expenses:

Cost of revenues (excluding amortization of acquired intangible assets)

Product sales 4,924 8,628 (3,704) (42.9)%

Services 1,172 1,650 (478) (29.0)%

License, royalty and other 8,893 5,738 3,155 55.0%

Research and development 17,386 30,465 (13,079) (42.9)%

Selling, general and administrative 58,643 50,576 8,067 16.0%

Change in fair value of contingent consideration liability (193) (104,339) 104,146 (99.8)%

Goodwill impairment — 112,347 (112,347) (100.0)%

IPR&D impairment — 107,800 (107,800) (100.0)%

Amortization of acquired intangible assets 1,753 2,193 (440) (20.1)%

Total operating expenses 92,578 215,058 (122,480) (57.0)%

Loss from operations $(38,358) $(192,287) $153,929 (80.1)%

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CELULARITY

INC.

CONSOLIDATED

BALANCE SHEETS

(In thousands, except share and per share amounts)

December 31,

2024 2023

Assets

Current assets:

Cash and cash equivalents $738 $227

Accounts receivable, net of allowance of $6,294 and $5,837 as of December 31, 2024 and 2023, respectively 13,557 10,046

Notes receivable — 2,072

Inventory 5,409 5,753

Prepaid expenses and other current assets 857 1,695

Total current assets 20,561 19,793

Property and equipment, net 61,600 67,828

Goodwill 7,347 7,347

Intangible assets, net 9,248 11,001

Right-of-use assets - operating leases

10,830 10,990

Restricted cash 10,239 9,936

Inventory, net of current portion 12,587 16,657

Other long-term assets

270 337

Total assets $132,682 $143,889

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable $23,296 $14,144

Accrued expenses and other current liabilities 19,842 7,580

Accrued R&D software — 3,500

Acquisition-related contingent consideration

650 —

Short-term debt - unaffiliated (includes debt measured at fair value of $2,485 and $17,223 as of December 31, 2024 and 2023, respectively) 2,485 19,331

Short-term debt - related parties

3,876 19,909

Deferred revenue 3,531 2,834

Total current liabilities 53,680 67,298

Deferred revenue, net of current portion 2,724 3,186

Acquisition-related contingent consideration, net of curr

EX-99.1

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Exhibit 99.1

Celularity Raises Full Year 2024 Guidance as

Expected Net Sales Through October Reach $44.4 Million

●Celularity Raises Full Year 2024 Expected Net Sales Guidance to $54 Million to $60 Million, Compared to Previous Guidance of $50 Million to $56 Million

●October Expected Net Sales of $8.3 Million to $8.9 Million Marks the Highest Single-Month Figure in its History

●Celularity Filed its Second Quarter Form 10-Q and is Now Current With its Quarterly Report Filings

FLORHAM

PARK, N.J., November 7, 2024 (GLOBE NEWSWIRE) — Celularity Inc. (Nasdaq: CELU) (“Celularity”) a regenerative and cellular medicine company, today announced that it has increased expected net sales guidance for the full year 2024 to $54 million to $60 million, up from $50 million to $56 million previously announced in February. The increased guidance is based on higher expected net sales through October of its advanced biomaterial products. Expected net sales for full year 2024 consist of $49 million to $54.5 million sales of advanced biomaterial products and $5.0 million to $5.5 million net sales of biobanking services. For the full year 2024, Celularity now expects net sales of its advanced biomaterial products to grow by 180% to 212% over the prior year.

October expected net sales were $8.3 million to $8.9 million, marking Celularity’s highest-ever single-month expected net sales. For the ten months ending October 31, 2024, expected net sales were $44.4 million, consisting of advanced biomaterial product sales of $40.2 million and biobanking sales of $4.2 million, and includes approximately $9 million in expected net sales of Celularity’s new Rebound™ product. Rebound adds to Celularity’s portfolio of placental-derived advanced biomaterial products, sales of which through the first half of 2024 exceeded $24 million, which is greater than Celularity’s full-year sales in 2023.

“We had very strong second and third quarter performances, and based on such performance we have increased the full year 2024 expected net sales guidance we previously announced in February,” said Dr. Robert J. Hariri, M.D., Ph.D., Founder, Chairman, and CEO. “Sales are strong for our new Rebound product, which we believe will strengthen our revenue outlook for the next several quarters. We continue to advance development of next generation advanced biomaterial products while exploring all opportunities in the rapidly evolving landscape of cellular and regenerative medicine. We believe Celularity can leverage our unique business model, world-class technical infrastructure and intellectual property, and growing commercial traction as we enter 2025 and beyond.”

Celularity also announced that it filed its quarterly report on Form 10-Q for the second quarter 2024 on November 6, 2024. As previously announced, Celularity received a determination notification from Nasdaq on October 16, 2024 indicating non-compliance with Nasdaq Listing Rule 5250(c)(1) (the “Rule) due to the delayed filing of Celularity’s quarterly reports on Forms 10-Q for the periods ended March 31, 2024, and June 30, 2024 (collectively, the “Forms 10-Q”). Celularity has now filed the Forms 10-Q in compliance with the Rule.

Dr. Hariri added, “With the completion of our Forms 10-Q for the first and second quarter, we reaffirm our commitment to regaining and maintaining compliance with the Nasdaq listing requirements. To further strengthen our reporting processes, we have implemented several key improvements to help mitigate delays in the future. These enhancements include engaging additional technical accounting resources, upgrading our internal review protocols, and collaborating closely with our external auditors to ensure timely and accurate financial disclosures.”

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 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 sta

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Exhibit 99.1

Celularity Provides Corporate Update

FLORHAM

PARK, N.J., October 22, 2024 — Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company, has issued a Corporate Update to Shareholders from Robert J. Hariri, M.D., Ph.D., Founder, Chairman, and CEO.

Dear Shareholders,

I am pleased to share recent developments at Celularity, including an update on our commercial-stage advanced biomaterial products business.

Let me start by reiterating what we said in our announcement last week, which is that we are resolutely committed to regaining full compliance with Nasdaq’s listing requirements. We acknowledge the importance of timely filings and have been diligently working with our new auditing firm to complete the necessary financial reports.

We filed our annual report on Form 10-K for fiscal year 2023 within the compliance period and our quarterly report on Form 10-Q for the first quarter 2024 on October 16, 2024. Additionally, we intend to file our Form 10-Q for the second quarter 2024 within the coming weeks. As stated in last week’s announcement, the notice we received from Nasdaq 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.

Turning to our commercial advanced biomaterials business, Biovance®3L has proved a significant addition to our commercial portfolio, especially since the third quarter of 2023 when it was granted a Healthcare Common Procedure Coding System (HCPCS) Q code by the U.S. Centers for Medicare & Medicaid Services (CMS). The Q code (and other codes) issued by CMS are used to facilitate the processing of health insurance claims by Medicare and other insurers.

From time to time, we selectively assess opportunities to acquire existing products that we believe could complement and expand our commercial product portfolio. Last week, we announced the acquisition of Rebound, a full thickness placental-derived allograft matrix product, from Sequence LifeScience, Inc. (“Sequence”). We have sold in excess of $9 million of Rebound, which is reimbursed in POS 11, 12, and 32 via HCPCS Code Q4296 when medically necessary.

As noted in that announcement, the acquisition of Rebound adds to our portfolio of placental-derived advanced biomaterial products, sales of which through the first half of 2024 were in excess of $24 million, which is greater than our full year sales in 2023. Looking to the future, we continue to advance product candidates for indications that include aging-associated and other degenerative diseases and disorders characterized by the progressive loss of function and/or structure of the affected tissues:

●Celularity Tendon Wrap, a high strength scaffold composed of collagen and other native proteins derived from decellularized human placental tissue that the Company is developing for use in the management and protection of tendon injuries.

●Celularity Bone Void Filler, an easy to handle, moldable bone void filler composed of collagen and other native proteins derived from decellularized human placental tissue that the Company is developing for use as a passive osteoconductive bone filler in the pelvis, extremities, and posterior-lateral spinal fusion settings as well as other skeletal defects.

●Celularity Placental Matrix, a fully resorbable device composed of extracellular matrix derived from decellularized human placental tissue that the Company is developing for use as a passive temporary wound covering and in aesthetics.

We expect these human placental tissue-derived products to be regulated in the United States as a device under Section 510(k) of the Food, Drug and Cosmetic Act. Celularity Tendon Wrap, FUSE Bone Void Filler, and Celularity Placental Matrix each completed preliminary non-binding product classifications and jurisdictional assessments by the U.S. Food and Drug Administration (“FDA”) Office of Combination Products (“OCP”) to be regulated as a device by the FDA Center for Devices and Radiologic Health. Based on the OCP’s preliminary assessment, we intend to submit a 510(k) notification for our Celularity Tendon Wrap in early 2025 and for our FUSE Bone Void Filler in the second half of 2025 and for Celularity Placental Matrix in 2026. We also are developing another product, Celularity Placental Dermal Filler Matrix, as a Class III medical device, for which we would be required to submit a premarket approval application (“PMA”) to the FDA.

We are working hard to execute our plan to expand Celularity’s advanced biomaterial products business and continue to sharpen the focus of the mission-driven organization we have built over the past several months to ensure our team is lean, agile, and working to build shareholder value. With that said, we are confident in our previously stated guidance of expected combined Net Sales of our advanced biomaterial product and biobankin