Celularity closes $13.3M asset sale to NexGel, retires $13M debt

CELUCELU

Celularity received $13.3 million—$8.3 million cash and a $5.0 million convertible promissory note—in exchange for its biomaterials assets and licensed development rights to NexGel. The deal retires nearly $13.0 million of debt and secures up to $20.0 million in potential milestone payments plus royalties.

1. Transaction Overview

Celularity finalized its asset transfer to NexGel, selling specific biomaterials commercial operations and granting an exclusive license for development. In return, Celularity received $8.3 million in cash at closing and a $5.0 million convertible promissory note.

2. Financial Impact

The transaction provided $13.3 million in upfront consideration and allowed Celularity to retire approximately $13.0 million of outstanding debt. Additionally, the company stands to earn up to $20.0 million in milestone payments and receive royalties on future net sales of licensed products.

3. Strategic Focus

By monetizing its non-core biomaterials portfolio, Celularity can concentrate resources on advancing its longevity-focused therapeutic pipeline and scaling manufacturing capabilities. This divestiture aligns with management’s goal to target fundamental mechanisms of aging with high-value cellular therapies.

4. Future Economic Participation

Despite the asset sale, Celularity retains economic exposure through milestone and royalty agreements tied to net sales thresholds of development-stage products. These provisions ensure ongoing participation in potential upside as licensed programs progress.

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