Celularity Inc-美国股市招股说明书(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 of 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 it 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 prospectus 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 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 Preferred 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 speaks 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 information CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This prospectus contains forward-looking statements, which reflect the views of our management with respect to futureevents and financial performance. These forward-looking statements are subject to a number of uncertainties and other factors thatcould cause actual results to differ materially from such statements. Forward-looking statements are identified by words such as“anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “targets,” and similar expressions. Such forward-looking statements may be contained in the sections “Risk Factors,” and “Business,” among other places in this prospectus. Readersare cautioned not to place undue reliance on these forward-looking statements, which are based on the information available to The identification in this document of factors that may affect future performance and the accuracy of forward-lookingstatements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the We have not authorized anyone to provide information different from that contained in this prospectus. Neither the delivery ofthis prospectus nor the sale of our Class A Common Stock means that information contained in this prospectus is correct after the date PROSPECTUS SUMMARY The following summary highlights certain of the information contained elsewhere in or incorporated by reference into this prospectus.Because this is only a summary, however, it does not contain all the information you