Celularity Closes Asset Sale and Licensing Deal with NexGel in Strategic Refocus on Longevity Therapies

Key Points for Investors

• Transaction Closed: Celularity Inc. (Nasdaq: CELU) has completed its previously announced transaction with NexGel, Inc., involving the sale and exclusive licensing of selected commercial and development-stage assets from Celularity’s biomaterials product portfolio.
• Immediate and Future Financial Impact: Celularity received a total consideration of \$13.3 million—\$8.3 million in cash and a \$5.0 million convertible promissory note from NexGel. Additionally, Celularity is eligible for up to \$20.0 million in future milestone payments based on net sales thresholds and will receive royalties on net sales of certain licensed development-stage products.
• Debt Reduction: Proceeds from the transaction allowed Celularity to retire nearly \$13.0 million of outstanding debt, significantly strengthening its balance sheet and capital position.
• Strategic Focus: The divestment enables Celularity to concentrate its resources on its core longevity-focused therapeutic pipeline and scalable manufacturing platform, targeting the fundamental mechanisms of aging and age-related diseases.

Details of the Transaction

Under the terms of the agreement, NexGel has acquired “certain commercial and other assets” related to Celularity’s biomaterials product portfolio and secured an exclusive license to develop and commercialize specified products. The transaction structure includes:

• Upfront Consideration: \$8.3 million in cash paid at closing.
• Convertible Promissory Note: \$5.0 million note issued by NexGel.
• Milestone Payments: Celularity remains eligible for up to \$20.0 million in additional payments contingent on achieving net sales thresholds.
• Royalties: Ongoing royalties on net sales of certain development-stage products covered by the agreement.

Strategic Implications for Shareholders

According to Celularity’s Founder, Chairman, and CEO Dr. Robert J. Hariri, this transaction marks a significant step in the company’s ongoing efforts to sharpen strategic focus, monetize non-core assets, and reinforce its capital structure. By streamlining its biomaterials operations while retaining potential future economic participation via milestones and royalties, Celularity is redirecting resources toward high-value cellular therapeutics and programs addressing aging.

The transaction has allowed Celularity to retire almost \$13.0 million in debt, reducing financial risk and improving the company’s financial flexibility. This is a potentially price-sensitive development, as a stronger balance sheet and focus on high-potential therapeutic areas may enhance shareholder value.

Forward-Looking Statements and Risks

The company notes that forward-looking statements about the transaction’s strategic and financial benefits, as well as future milestone and royalty payments, are subject to substantial risks and uncertainties. These include NexGel’s ability to successfully commercialize the licensed products and achieve sales thresholds, as well as other risks detailed in Celularity’s SEC filings.

About Celularity

Celularity Inc. is a regenerative and cellular medicine company focused on longevity, developing and manufacturing allogeneic and autologous cell therapies derived from the postpartum placenta. The company leverages the biology and immunologic properties of the placenta to address aging and age-related diseases through scalable therapeutic solutions.

For further information, investors may contact Carlos Ramirez, Senior Vice President at Celularity Inc. ([email protected]).

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Forward-looking statements involve risks and uncertainties, and actual results may differ materially from those anticipated. Investors should conduct their own due diligence and refer to Celularity’s filings with the SEC for a full assessment of risks.

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