Fair Value of Financial Assets and Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Of Financial Assets And Liabilities Tables [Line Items]

Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values:

	Fair Value Measurements as of September 30, 2022
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - money market funds	$	40,234	$	—	$	—	$	40,234
Convertible note receivable		—		—		3,920		3,920
	$	40,234	$	—	$	3,920	$	44,154
Liabilities:
Contingent stock consideration	$	—	$	—	$	415	$	415
Acquisition-related contingent consideration obligations		—		—		158,781		158,781
Short-term debt - Yorkville		—		—		39,255		39,255
Warrant liability - May 2022 PIPE Warrants		—		—		3,813		3,813
Warrant liability - Sponsor Warrants		—		—		4,675		4,675
Warrant liability - Public Warrants		5,606		—		—		5,606
	$	5,606	$	—	$	206,939	$	212,545

	Fair Value Measurements as of December 31, 2021
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents - money market funds	$	36,700	$	—	$	—	$	36,700
Convertible note receivable		—		—		2,488		2,488
	$	36,700	$	—	$	2,488	$	39,188
Liabilities:
Acquisition-related contingent consideration obligations	$	—	$	—	$	232,222	$	232,222
Warrant liability - Sponsor Warrants		—		—		13,600		13,600
Warrant liability - Public Warrants		12,362		—		—		12,362
	$	12,362	$	—	$	245,822	$	258,184

Schedule of Reconciliation of Contingent Consideration Obligations Measured on a Recurring Basis

The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using Level 3 inputs as of September 30, 2022 and December 31, 2021:

	Balance as of December 31, 2021		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of September 30, 2022
Liabilities:
Contingent stock consideration	$	—	$	—	$	—	$	415		$	415
Acquisition-related contingent consideration obligations		232,222		—		—		(73,441	)		158,781
	$	232,222	$	—	$	—	$	(73,026	)	$	159,196
	Balance as of December 31, 2020		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments			Balance as of December 31, 2021
Liabilities:
Acquisition-related contingent consideration obligations	$	273,367	$	—	$	—	$	(41,145	)	$	232,222

Schedule of Aggregate Fair Values of the Warrant Liability

The following table provides a roll-forward of the aggregate fair values of the Company’s warrant liabilities for which fair values are determined using either Level 1 or Level 3 inputs:

Balance as of December 31, 2020	$	76,640
Gain recognized in earnings from change in fair value		(13,482	)
Warrant liability assumed at Closing Date (Sponsor Warrants)		34,764
Warrant liability assumed at Closing Date (Public Warrants)		24,438
Reclassification of Legacy Celularity Warrants to equity		(96,398	)
Balance as of December 31, 2021	$	25,962
Balance as of December 31, 2021	$	25,962
May 2022 PIPE warrant issuance		19,745
Gain recognized in earnings from change in fair value		(31,613	)
Balance as of September 30, 2022	$	14,094

Schedule of Convertible Note Valuation Model

Significant inputs for the convertible note valuation model are as follows:

	September 30, 2022		December 31, 2021
Face value	$	4,000	$	4,000
Coupon rate	12% - 17%		12% - 17%
Stock price	$	0.06	$	0.17
Term (years)	.76 - 3.45		.7 - 3.19
Risk-free interest rate	3.99% - 4.16%			0.29	%
Volatility	n/a		n/a

Schedule of Reconciliation of Contingent Stock Consideration Obligations Measured on a Recurring Basis

The following table presents a reconciliation of the contingent stock consideration obligation measured on a recurring basis using Level 3 inputs as of September 30, 2022 and December 31, 2021:

	Balance as of December 31, 2021		Net transfers in to (out of) Level 3		Purchases, settlements and other net		Fair value adjustments		Balance as of September 30, 2022
Liabilities:
Contingent stock consideration	$	-	$	—	$	—	$	415	$	415

Fair Value Assets of Yorkville Debt Measured on Recurring Basis Unobservable Input Reconciliation [Table Text Block]

The following table presents a reconciliation of the Yorkville debt measured on a recurring basis using Level 3 inputs as of the initial valuation date of September 15, 2022 and as of September 30, 2022:

Liabilities:
Balance as of September 15, 2022	$	39,200
Fair value adjustment through earnings		291
Fair value adjustment through accumulated other comprehensive income or loss		(236	)
Balance as of September 30, 2022	$	39,255

Schedule Of Yorkville short-term debt valuation model

Significant inputs for the Yorkville short-term debt valuation model are as follows:

	September 30, 2022
Common share price	$	2.31
Credit spread		14.82	%
Dividend yield		0	%
Term (years)		1.0
Risk-free interest rate		4.04	%
Volatility		45.0	%
Discount yield		18.86	%

GX Sponsor Warrants

Fair Value Of Financial Assets And Liabilities Tables [Line Items]

Schedule of Fair Value of Warrants Issued

Significant inputs for the Sponsor Warrants are as follows:

	September 30, 2022			December 31, 2021
Common share price	$	2.31		$	5.12
Exercise price	$	11.50		$	11.50
Dividend yield		0	%		0	%
Term (years)		3.8			4.5
Risk-free interest rate		4.17	%		1.19	%
Volatility		78.0	%		63.0	%

May 2022 PIPE Warrants

Fair Value Of Financial Assets And Liabilities Tables [Line Items]

Schedule of Aggregate Fair Values of the Warrant Liability

Significant inputs for the May 2022 PIPE Warrants are as follows:

	September 30, 2022
Common share price	$	2.31
Exercise price	$	8.25
Dividend yield		0	%
Term (years)		4.6
Risk-free interest rate		4.06	%
Volatility		82.0	%