Celularity Discloses Nasdaq Notice With Two 10-Qs Unfiled and a Sept. 4 Deadline to Submit a Compliance Plan

by Adam Kowalczyk · August 26, 2026

Filings & Deals Reporter, The MicroCap Herald

Celularity Inc. said it received a notification letter on Aug. 21 from the Nasdaq Listing Qualifications Department stating that it is not in compliance with Nasdaq Listing Rule 5250(c)(1), the rule requiring listed companies to file periodic financial reports with the Securities and Exchange Commission on time. The disclosure came in a release the company issued through GlobeNewswire on the evening of Aug. 25, timestamped 19:59 ET.

According to that release, the notice covers two reports rather than one. The company said it "has not filed its Quarterly Report on Form 10-Q for the period ended June 30, 2026 and remains delinquent in filing its Quarterly Report on Form 10-Q for the period ended March 31, 2026." Both quarters of 2026 reported to date are therefore missing from the public record.

The release said Nasdaq has asked the company to submit a plan to regain compliance by Sept. 4. That is the near-term test: under the exchange's process for filing delinquencies, the staff first decides whether to accept a plan before any extension is granted.

The outer boundary is fixed and closer than the plan deadline suggests. The company said any exception Nasdaq grants "will be limited to a maximum of 180 calendar days from the prescribed due date of the initial delinquent filing, or until November 16, 2026." On the release's own language the clock runs from the due date of the first missed report rather than from the date of the notice, which is why the outer date falls in November even though the letter is dated Aug. 21. The release does not explain how the November date was calculated.

The notice does not itself change the stock's status. The release stated that it "has no immediate effect on the listing or trading of the Company's common stock, which continues to trade on the Nasdaq Capital Market under the symbol 'CELU.'" The company said it is working to complete and file both quarterly reports as soon as practicable. That statement is a company representation, not an outcome.

It is the second notice this year to cite the still-unfiled March quarter report, and the third filing-delinquency notice the company has disclosed in 2026. A news summary of the earlier disclosure records that on May 29 the company reported a Nasdaq letter dated May 27, also citing Rule 5250(c)(1), covering the Form 10-Q for the period ended March 31, 2026, with 60 days to submit a compliance plan, a deadline that fell on July 28.

Earlier in the year the pattern involved the annual report. A secondary account of that episode reports that Nasdaq notified the company of non-compliance under the same rule on April 16 because the Form 10-K for the fiscal year ended Dec. 31, 2025 was late, that the 10-K was filed April 30, and that compliance was regained on filing. Chief Executive Robert J. Hariri was quoted at the time saying the company was pleased to have completed the 10-K filing and regained compliance with Nasdaq's reporting requirements.

The practical consequence of the current delinquency is that investors have no audited or reviewed picture of the company's finances for any period in 2026. The most recent Celularity quarterly report this publication was able to review on EDGAR covers the three months ended March 31, 2025, and that document is itself explicit about the company's condition.

In that filing, which covers a period that ended nearly seventeen months ago and is the newest quarterly report available, the company stated that substantial doubt exists about its ability to continue as a going concern. The same filing reported an accumulated deficit of $919.5 million, cash and cash equivalents of $293,000, a net loss of $19.8 million for the quarter, and total revenues of $11.4 million, split between $9.0 million of product sales, $1.4 million of services and $1.0 million of license, royalty and other revenue. Each of those figures is stated as of, or for, the three months ended March 31, 2025.

Those figures are roughly seventeen months old and describe the company as it stood in early 2025. They are reported here solely as the last quarterly disclosure on file. They are not a description of the company's current financial position, and no inference about its present cash, deficit or loss rate should be drawn from them, and the gap between them and today is precisely what the delinquency creates. A company that has disclosed substantial doubt about its ability to continue as a going concern, and that has since missed two quarterly reports, offers no public means of testing whether that doubt has narrowed or widened.

Nothing in the Aug. 25 release addressed why the reports are late, whether the delay involves an accounting issue, or whether the company's auditors have raised any matter. The release did not disclose a current cash position, a current share count, or any financing activity.

Two dates now govern the situation: Sept. 4, by which Nasdaq has asked for a compliance plan, and Nov. 16, the last day any exception could run. Filing both outstanding 10-Q reports before that second date is the only route described in the company's own disclosure for resolving the deficiency.