Celularity Inc-A美股招股说明书(2025-12-30版)

Up to 15,945,039 shares of Class A Common Stock Pursuant to this prospectus, the selling stockholders identified herein (collectively, the “Selling Stockholders”) are offering ona resale basis an aggregate of up to 15,945,039 shares of Class A common stock of Celularity Inc. (the “Company,” “we,” “us” orour”), par value $0.0001 per share (the “Class A Common Stock”), consisting of 5,601,990 shares of Class A Common Stock, shares ofClass A Common Stock issuable upon exercise of warrants (the “Warrants”) to purchase up to 8,944,709 shares of Class A CommonStock and 1,398,340 shares of Class A Common Stock issuable upon conversion of Series A Convertible Preferred Stock. We will not receive any of the proceeds from the sale by the Selling Stockholders of the Class A Common Stock. Upon anyexercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which, if exercised in cashwith respect to the 8,875,329 shares of Class A Common Stock offered hereby, would result in gross proceeds to us of approximately$31.9 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and itis possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds. The Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in a numberof different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwisedispose of the Class A Common Stock covered by this prospectus in the section entitled “Plan of Distribution” on page 14. Discounts,concessions, commissions and similar selling expenses attributable to the sale of Class A Common Stock covered by this prospectuswill be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similarselling expenses) relating to the registration of the Class A Common Stock with the Securities and Exchange Commission (the “SEC”). Our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol “CELU”. On December 18, 2025, theclosing price of our Class A Common Stock as reported on The Nasdaq Capital Market was $1.25 per share. Investing in our Class A Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of thisprospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is December 29, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUSiiCAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSiiPROSPECTUS SUMMARY1RISK FACTOR SUMMARY3THE OFFERING5RISK FACTORS6USE OF PROCEEDS9DIVIDEND POLICY9DETERMINATION OF THE OFFERING PRICE9PRIVATE PLACEMENTS OF SHARES OF CLASS A COMMON STOCK AND WARRANTS10SELLING STOCKHOLDERS11PLAN OF DISTRIBUTION14DESCRIPTION OF CAPITAL STOCK16LEGAL MATTERS20EXPERTS20WHERE YOU CAN FIND MORE INFORMATION20INCORPORATION OF DOCUMENTS BY REFERENCE20i ABOUT THIS PROSPECTUS This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption “SellingStockholders,” from time to time, of up to an aggregate of 15,945,039 shares of Class A Common Stock consisting of 5,601,990 sharesof Class A Common Stock, shares of Class A Common Stock issuable upon exercise of Warrants to purchase up to 8,944,709 shares ofClass A Common Stock and 1,398,340 shares of Class A Common Stock issuable upon conversion of Series A Convertible PreferredStock. We are not selling any shares of Class A Common Stock under this prospectus, and we will not receive any proceeds from thesale of shares of Class A Common Stock offered hereby by the Selling Stockholders, although we may receive cash from the exerciseof the Warrants. You should rely only on the information provided in this prospectus, including any information incorporated by reference. Wehave not authorized anyone to provide you with any other information and we take no responsibility for, and can provide noassurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaksonly as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results ofoperations and prospects. We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer orsolicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to anyperson to whom it is unlawful to make such an offer or solicitation. You should read this prospectus, including any informationincorporated by reference, in its entirety before maki