Celularity Inc-A 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 OR Commission file number001-38914 Celularity Inc.(Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on theclosing price of the shares of Class A common stock on the Nasdaq Stock Market on June 30, 2024, was $38.5million. The number of shares of the registrant’s Class A common stock outstanding as of May 6, 2025 was23,949,229. DOCUMENTS INCORPORATED BY REFERENCE None Table of Contents PagePART IItem 1.Business1Item 1A.Risk Factors31Item 1B.Unresolved Staff Comments68Item 1C.Cybersecurity68Item 2.Properties69Item 3.Legal Proceedings69Item 4.Mine Safety Disclosures69 Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities70Item 6.[Reserved]70Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations71Item 7A.Quantitative and Qualitative Disclosures About Market Risk82Item 8.Financial Statements and Supplementary Data82Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure140Item 9A.Controls and Procedures140Item 9B.Other Information141Item 9C.Disclosure Regarding Foreign Jurisdiction that Prevents Inspections141 Item 10.Directors, Executive Officers and Corporate Governance142Item 11.Executive Compensation142Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters142Item 13.Certain Relationships and Related Transactions, and Director Independence142Item 14.Principal Accounting Fees and Services142 Item 15.Exhibits, Financial Statement Schedules142Item 16Form 10-K Summary147 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 CelularityLLC, or Legacy Celularity). The Celularity logo, Celularity IMPACT, Biovance, Biovance 3L, Rebound, Interfyl, Lifebank, CentaFlex and other trademarks orservice marks of Celularity Inc. appearing in this annual report on Form 10-K are the property of Celula