Celularity Inc-A美股招股说明书(2026-01-08版)

Up to 14,078,938 shares of Class A Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resalebasis an aggregate of up to 14,078,938 shares of Class A common stock of Celularity Inc. (the “Company,” “we,” “us” or our”), parvalue $0.0001 per share (the “Class A Common Stock”), consisting of 2,531 shares of Class A Common Stock, 11,732,657 shares ofClass A Common Stock issuable upon exercise of 11,732,657 warrants (the “Warrants”) and 2,343,750 shares of Class A Common 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 11,732,657 shares of Class A Common Stock offered hereby, would result in gross proceeds to us of approximately$28.2 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 12. 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 30, 2025, theclosing price of our Class A Common Stock as reported on The Nasdaq Capital Market was $1.125 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 January 7, 2026 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 14,078,938 shares of Class A Common Stock consisting of 2,531 shares ofClass A Common Stock, 11,732,657 shares of Class A Common Stock issuable upon exercise of Warrants to purchase up to 11,732,657shares of Class A Common Stock and 2,343,750 shares of Class A Common Stock issuable upon conversion of the Convertible Note. 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 r