Celularity Inc. Files 2023 10-K

TL;DR

Celularity filed its 2023 10-K, detailing financials and operations for the year ending Dec 31, 2023.

AI Summary

Celularity Inc. filed its 2023 10-K on July 30, 2024, reporting on its fiscal year ending December 31, 2023. The company, formerly GX Acquisition Corp., is in the pharmaceutical preparations industry and is incorporated in Delaware. Key financial details and operational highlights for the period are detailed within the filing.

Why It Matters

This 10-K filing provides investors and stakeholders with a comprehensive overview of Celularity Inc.'s financial performance, strategic initiatives, and risk factors for the fiscal year 2023.

Risk Assessment

Risk Level: medium — The filing contains standard disclosures for a public company, including financial performance and operational risks, but lacks specific immediate crisis indicators.

Key Numbers

• 2834 — SIC Code (Standard Industrial Classification for Pharmaceutical Preparations)
• 001-38914 — SEC File Number (Celularity Inc.'s SEC file number)

Key Players & Entities

• Celularity Inc. (company) — Filer of the 10-K
• GX Acquisition Corp. (company) — Former name of Celularity Inc.
• 20231231 (date) — Fiscal year end for the report
• 20240730 (date) — Filing date of the 10-K
• Florham Park, NJ (location) — Business and mailing address

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share CELU The Nasdaq Stock Mar
• $115 — A common stock at an exercise price of $115 per share CELUW The Nasdaq Stock Ma

Filing Documents

• celu-20231231.htm (10-K) — 4610KB
• celu-ex10_32.htm (EX-10.32) — 129KB
• celu-ex23_1.htm (EX-23.1) — 4KB
• celu-ex31_1.htm (EX-31.1) — 16KB
• celu-ex31_2.htm (EX-31.2) — 16KB
• celu-ex32_1.htm (EX-32.1) — 15KB
• celu-ex97_1.htm (EX-97.1) — 66KB
• img154355680_0.jpg (GRAPHIC) — 31KB
• img154355680_1.jpg (GRAPHIC) — 44KB
• img154355680_2.jpg (GRAPHIC) — 42KB
• img154355680_3.jpg (GRAPHIC) — 31KB
• img154355680_4.jpg (GRAPHIC) — 44KB
• 0000950170-24-087886.txt ( ) — 20114KB
• celu-20231231.xsd (EX-101.SCH) — 2978KB
• celu-20231231_htm.xml (XML) — 3414KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 30 Item 1B. Unresolved Staff Comments 65 Item 1C. Cybersecurity 65 Item 2.

Properties

Properties 65 Item 3.

Legal Proceedings

Legal Proceedings 65 Item 4. Mine Safety Disclosures 66 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 67 Item 6. [Reserved] 67 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 68 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 82 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 82 Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 131 Item 9A.

Controls and Procedures

Controls and Procedures 131 Item 9B. Other Information 132 Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections 132 PART III Item 10. Directors, Executive Officers and Corporate Governance 133 Item 11.

Executive Compensation

Executive Compensation 140 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 148 Item 13. Certain Relationships and Related Transactions, and Director Independence 151 Item 14. Principal Accounting Fees and Services 156 PART IV Item 15. Exhibits, Financial Statement Schedules 157 Item 16 Form 10-K Summary 163 Unless the context indicates otherwise, references in this annual report on Form 10-K to the "Company," "Celularity," "we," "us," "our" and similar terms refer to Celularity Inc. (f/k/a GX Acquisition Corp.) and its consolidated subsidiaries (including Celularity LLC, or Legacy Celularity). The Celularity logo, Celularity IMPACT, Biovance, Biovance 3L, Interfyl, Lifebank, CentaFlex and other trademarks or service marks of Celularity Inc. appearing in this annual report on Form 10-K are the property of Celularity Inc. This annual report on Form 10-K also contains registered marks, trademarks and trade names of other companies. All other trademarks, registered marks and trade names appearing herein are the property of their respective holders. On February 28, 2024, we effected a 1-for-10 reverse stock split of our outstanding shares of Class A common stock. Unless specifically provided otherwise herein, all share and per share information in this annual report on Form 10-K has been adjusted to reflect the reverse stock split. i SUMMARY RISK FACTORS Our business involves significant risks. Below is a summary of the material risks that our business faces, which makes an investment in our securities speculative and risky. This summary does not address all these risks. These risks are more fully described below under the heading "Risk Factors" in Part I, Item 1A of this annual report on Form 10-K. Before making investment decisions regarding our securities, you should carefully consider these risks. The occurrence of any of the events or developments described below could have a material adverse effect on our

Bu siness

Item 1. Bu siness. Overview We are a cellular and regenerative medicine company focused on improving health longevity, which the U.S. National Academy of Medicine defines as the state in which a person's number of years in good health approaches their biological lifespan. The objective of extending health longevity is to compress the period of time in which an individual experiences aging-related degenerative diseases and disorders associated with increased mortality towards the end of life. Aging is known to be a major risk factor for many degenerative disorders and diseases that span various therapeutic areas including cancer, regenerative medicine, and immune disorders. Common to all degenerative disorders and diseases is the progressive loss of function or structure (or both) of affected tissues and organs based on a continuous process of degenerative cell changes. In this way, the reduction of tissue and organ repair and regenerative potential are implicated in health longevity and by extension, human lifespan. Likewise, age-associated immunosenescence and other physiologic changes contribute to increased vulnerability to infections. Infection can also be the cause of ageing and even common infections such as influenza and pneumonia have been linked causally to frailty development. We are developing off-the-shelf placental-derived allogeneic cellular therapies and advanced biomaterial products for the treatment of degenerative disorders and diseases including those associated with aging. These include off-the-shelf placental-derived allogeneic cellular therapies that target aging processes at the cellular level such as stem cell exhaustion and cellular senescence. We also develop and market off-the-shelf placental-derived allogeneic biomaterial products including allografts and connective tissue matrices for use in soft tissue repair and reconstructive procedures in the treatment of age-associated degenerative disorders and diseases. Aging and longevity

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View this 10-K filing on SEC EDGAR