Celularity Inc 8-K

What Happened
Celularity Inc. announced on March 6, 2026 that it entered into an Asset Purchase and Exclusive License Agreement with NexGel, Inc. under which Celularity granted NexGel an exclusive license to its commercial-stage biomaterials portfolio and agreed to sell related assets. Celularity filed the agreement in an 8-K and issued a press release on March 10, 2026 announcing the transaction.

Key Details

• Purchase and license consideration of up to $35.0 million: a $15.0 million upfront payment plus up to $20.0 million in milestone payments tied to net sales of the Business.
• Transaction is subject to customary closing conditions and termination rights; NexGel must obtain financing sufficient to pay the $15.0 million upfront.
• The deal covers commercial-stage biomaterials and certain development-stage programs; parties expect ancillary agreements including a contract manufacturing agreement and a sublease.
• The full Asset Purchase and Exclusive License Agreement is filed as Exhibit 10.1; a press release is filed as Exhibit 99.1.

Why It Matters
This transaction represents Celularity monetizing its commercial biomaterials business and transferring future commercialization responsibilities to NexGel. Investors should note potential near-term cash inflow if the upfront payment is funded ($15.0M) and the possibility of up to $20.0M additional payments if net sales targets are met. The deal is conditional on NexGel securing financing and other customary closing conditions, so receipt and timing of proceeds are not guaranteed.