Subsequent Events	9 Months Ended
Sep. 30, 2025
Subsequent Events [Abstract]
Subsequent Events	22. Subsequent Events *Private Placement Transaction* On October 24, 2025, Celularity Inc. (the “Company”) entered into a Securities Purchase Agreement (the “October Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd (“Helena”), pursuant to which the Company agreed to issue and sell in private placement transactions (each, a “Private Placement”), in up to three tranches, shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) with an aggregate stated value of up to $6,666,667, and accompanying warrants to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “October Warrants” and, together with the Series A Preferred Stock, the “Securities”). Under the October Purchase Agreement, the Series A Preferred Stock will be issued and sold at a purchase price equal to 90% of the stated value, with each Preferred Share having a stated value of $1.111111 per share, and the October Warrants will be issued for no additional consideration. Each warrant will entitle Helena to purchase a number of shares of Common Stock equal to 25% of the respective tranche purchase price divided by 95% of the lowest volume weighted average price (“VWAP”) during the seven trading days prior to the applicable closing, with an initial exercise price of $3.00 per share, subject to adjustment as set forth in the warrant. In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of October 24, 2025, with Helena, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Common Stock underlying the Series A Preferred Stock (the “Conversion Shares”) and October Warrants no later than thirty (30) days after the date of the Registration Rights Agreement, and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than ninety (90) days following the date of the Registration Rights Agreement. Pursuant to the Purchase Agreement, the Company also entered into (i) a security agreement (the “Security Agreement”) dated as of October 24, 2024, with Helena, pursuant to which the Company granted Helena a first priority security interest in certain assets of the Company, securing the Company’s obligations under certain circumstances; and (ii) a form of exchange promissory note (the “Exchange Note”) dated as of October 24, 2025, issuable to Helena upon a triggering event as defined in the October Purchase Agreement, by and between the Company and Helena. Subject to shareholder approval under NASDAQ rules, the Series A Preferred Stock are convertible into Common Stock at the lower of (i) 110% of the closing price immediately prior to issuance or (ii) 95% of the lowest closing VWAP over the seven trading days prior to conversion, but not less than a floor price of $1.60 per share, subject to adjustments as described in the Certificate of Designations. Closings under the October Purchase Agreement will occur in up to three tranches as follows: Initial Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value) Second Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value), subject to the effectiveness of a resale Registration Statement for the Initial Tranche securities and satisfaction of other closing conditions Third Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value), at the Helena’s option The closing of the Initial Tranche took place on October 24, 2025. The gross proceeds to the Company from the Initial Tranche are approximately $2 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company. *Investment in Preferred Stock of Defeye, Inc. (“Defeye”)* On October 22, 2025 the Company signed a Collaboration Agreement with Defeye. Pursuant to the Collaboration Agreement the Company received 7,471,980 shares of Defeye’s Series Seed – 2 Preferred Stock. In exchange, Defeye received an exclusive, perpetual, license to certain of Celularity’s know-how, materials, and patents (the “Technology”) in order to allow Defeye to develop, commercialize, and otherwise exploit the Technology. Following the Collaboration Agreement the Company held 21.17% of Defeye’s share capital. See Note 9 – Investments – Equity Securities for more information on the Company’s investment in Defeye’s Series Seed – 2 Preferred Stock.

Subsequent Events

9 Months Ended

Sep. 30, 2025

22. Subsequent Events

Private Placement Transaction

On October 24, 2025, Celularity Inc. (the “Company”) entered into a Securities Purchase Agreement (the “October Purchase Agreement”) with Helena Global Investment Opportunities 1 Ltd (“Helena”), pursuant to which the Company agreed to issue and sell in private placement transactions (each, a “Private Placement”), in up to three tranches, shares of Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”) with an aggregate stated value of up to $6,666,667, and accompanying warrants to purchase shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “October Warrants” and, together with the Series A Preferred Stock, the “Securities”).

Under the October Purchase Agreement, the Series A Preferred Stock will be issued and sold at a purchase price equal to 90% of the stated value, with each Preferred Share having a stated value of $1.111111 per share, and the October Warrants will be issued for no additional consideration. Each warrant will entitle Helena to purchase a number of shares of Common Stock equal to 25% of the respective tranche purchase price divided by 95% of the lowest volume weighted average price (“VWAP”) during the seven trading days prior to the applicable closing, with an initial exercise price of $3.00 per share, subject to adjustment as set forth in the warrant.

In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), dated as of October 24, 2025, with Helena, pursuant to which the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission (the “SEC”) registering the resale of the shares of Common Stock underlying the Series A Preferred Stock (the “Conversion Shares”) and October Warrants no later than thirty (30) days after the date of the Registration Rights Agreement, and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than ninety (90) days following the date of the Registration Rights Agreement.

Pursuant to the Purchase Agreement, the Company also entered into (i) a security agreement (the “Security Agreement”) dated as of October 24, 2024, with Helena, pursuant to which the Company granted Helena a first priority security interest in certain assets of the Company, securing the Company’s obligations under certain circumstances; and (ii) a form of exchange promissory note (the “Exchange Note”) dated as of October 24, 2025, issuable to Helena upon a triggering event as defined in the October Purchase Agreement, by and between the Company and Helena.

Subject to shareholder approval under NASDAQ rules, the Series A Preferred Stock are convertible into Common Stock at the lower of (i) 110% of the closing price immediately prior to issuance or (ii) 95% of the lowest closing VWAP over the seven trading days prior to conversion, but not less than a floor price of $1.60 per share, subject to adjustments as described in the Certificate of Designations. Closings under the October Purchase Agreement will occur in up to three tranches as follows:

Initial Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value)

Second Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value), subject to the effectiveness of a resale Registration Statement for the Initial Tranche securities and satisfaction of other closing conditions

Third Tranche: $2,000,000 in gross proceeds (90% of $2,222,222 Stated Value), at the Helena’s option

The closing of the Initial Tranche took place on October 24, 2025. The gross proceeds to the Company from the Initial Tranche are approximately $2 million, before deducting placement agent fees and expenses and estimated offering expenses payable by the Company.

Investment in Preferred Stock of Defeye, Inc. (“Defeye”)

On October 22, 2025 the Company signed a Collaboration Agreement with Defeye. Pursuant to the Collaboration Agreement the Company received 7,471,980 shares of Defeye’s Series Seed – 2 Preferred Stock. In exchange, Defeye received an exclusive, perpetual, license to certain of Celularity’s know-how, materials, and patents (the “Technology”) in order to allow Defeye to develop, commercialize, and otherwise exploit the Technology. Following the Collaboration Agreement the Company held 21.17% of Defeye’s share capital. See Note 9 – Investments – Equity Securities for more information on the Company’s investment in Defeye’s Series Seed – 2 Preferred Stock.