Filing Analysis
Celularity Inc. announced the immediate termination of its Chief Commercial Officer, Rick Gonzalez, effective August 5, 2026.
π© Red Flags
- Immediate termination of a C-suite officer can sometimes indicate internal friction or unexpected strategic shifts.
- Departure of a Chief Commercial Officer in a micro-cap biotech/life sciences company may signal challenges in commercialization efforts.
π Key Facts
- Termination date: August 5, 2026
- Individual terminated: Rick Gonzalez
- Position: Chief Commercial Officer (CCO)
- Effective status: Immediate termination of employment and cessation of service.
Celularity Inc. received a notice from Nasdaq stating it is no longer in compliance with the minimum bid price requirement after its stock closed below $1.00 for 30 consecutive business days. The company has until January 19, 2027, to regain compliance.
π© Red Flags
- Delisting notice (non-compliance with minimum bid price requirement).
- Stock has been trading below $1.00 for at least 30 consecutive business days, indicating significant downward momentum or lack of investor confidence.
- Risk of delisting if the company cannot execute a successful capital raise or stock split to boost share price.
π Key Facts
- Received notice from Nasdaq on July 23, 2026, regarding non-compliance with Nasdaq Listing Rule 5450(a)(1).
- The violation is due to the closing bid price falling below $1.00 for the last 30 consecutive business days.
- The company has a 180-day compliance period ending January 19, 2027, to meet the minimum bid requirement.
- To regain compliance, the stock must close at or above $1.00 for at least 10 consecutive business days before the deadline.
- A potential second 180-day grace period may be available if other Nasdaq listing requirements are met.
Celularity Inc. entered into a $1,000,000 secured loan agreement with the Philip & Daniele Barach Family Trust, an affiliate of a >5% beneficial owner. The filing also notes the resignation of Director Vincent LeVien.
π© Red Flags
- Related-party transaction: The lender is an affiliate of a >5% beneficial owner (Philip Barach).
- High default interest rate: Escalation to 18.0% per annum indicates significant risk.
- Short maturity/Liquidity pressure: Loan matures in only 30 days or upon next financing, suggesting urgent need for cash.
- Security interest: Lender holds a first-priority security interest in substantially all personal property.
π Key Facts
- Entered into a Loan Agreement on June 29, 2026, with the Philip & Daniele Barach Family Trust (Lender).
- Loan principal amount: $1,000,000.
- Interest rate is 4.0% per annum, escalating to 18.0% upon default.
- The loan matures in 30 days or upon receipt of gross proceeds from other financing/strategic transactions.
- Loan is secured by a first-priority security interest in substantially all personal property (subject to existing liens).
- Requires a waiver and subordination agreement from Robert J. Hariri, M.D. regarding his existing indebtedness.
- Vincent LeVien resigned from the Board of Directors effective June 26, 2026.
Celularity Inc. announced the appointment of two key executives to senior leadership roles effective June 19, 2026. Steven N. Gordon was appointed Chief Operating and Administrative Officer, and K. Harold Fletcher was named Chief Legal and Strategy Officer.
π Key Facts
- Steven N. Gordon appointed as Chief Operating and Administrative Officer (COAO) on June 19, 2026.
- K. Harold Fletcher appointed as Chief Legal and Strategy Officer and Corporate Secretary on June 19, 2026.
- Steven N. Gordon also appointed to the Company's Board of Directors effective June 19, 2026.
- Both officers previously served as Executive Vice Presidents (EVP) since January 2026.
Celularity Inc. received a written notice from Nasdaq on June 9, 2026, stating that the company failed to meet the minimum Market Value of Listed Securities (MVLS) requirement of $35 million. The company has until December 7, 2026, to regain compliance.
π© Red Flags
- Failure to meet minimum market capitalization requirements is often a precursor to delisting or significant dilution via capital raises.
- The company admits there is no assurance it will be successful in maintaining its listing.
π Key Facts
- Notice received from Nasdaq on June 9, 2026.
- Failure is based on Nasdaq Listing Rule 5550(b)(2) regarding minimum Market Value of Listed Securities (MVLS).
- The MVLS requirement is a minimum of $35 million.
- Compliance deadline is December 7, 2026 (180 calendar days).
- To regain compliance, MVLS must exceed $35 million for 10 consecutive business days.
- The company is considering alternatives, including increasing stockholders' equity to at least $2.5 million.
Celularity Inc. appointed Rick Gonzalez as Chief Commercial Officer on May 29, 2026. The filing also includes a shareholder letter from CEO Dr. Robert J. Hariri detailing the company's strategic focus on longevity and regenerative medicine.
π© Red Flags
- Lack of a definitive employment agreement at the time of appointment for a C-level executive.
π Key Facts
- Rick Gonzalez appointed as Chief Commercial Officer (CCO) effective May 29, 2026.
- Mr. Gonzalez reports directly to Chairman and CEO Robert J. Hariri, M.D., Ph.D.
- No definitive employment agreement has been entered into yet; terms will be disclosed in a future filing.
- Company issued a shareholder letter on June 3, 2026, highlighting strategic focus on cenplacel-L and the Lifebank cellular banking platform.
Celularity Inc. entered into a Settlement Agreement on May 21, 2026, with Helena Global Investment Opportunities 1 Ltd. to resolve a default on a Convertible Promissory Note and restructure obligations.
π© Red Flags
- The settlement is a result of a 'notice of event of default' on a debt instrument, indicating severe liquidity or payment issues.
- The company is paying cash in a structured settlement to avoid legal claims/default consequences.
- The agreement involves the surrender of preferred stock, suggesting a restructuring of the capital structure under pressure.
π Key Facts
- Settlement Agreement dated May 21, 2026, with Helena Global Investment Opportunities 1 Ltd.
- Helena had previously delivered a notice of event of default under a Convertible Promissory Note.
- Helena surrendered its shares of Series A Convertible Preferred Stock as part of the settlement.
- Company agrees to pay $500,000 immediately and five monthly payments of $100,000.
- Company will assign certain rights under a $2,500,000 promissory note.
- The agreement is linked to a Securities Purchase Agreement dated October 24, 2025.
Celularity Inc. disclosed a default notice from a lender due to delinquent SEC filings, alongside the departure of two senior executives and an amended $13.3 million asset sale agreement. The company failed to file its 2025 Form 10-K, triggering default provisions on a $1.97 million convertible note with an 18% interest rate.
π© Red Flags
- Notice of event of default on debt obligations.
- Delinquent SEC reporting (failure to file Form 10-K).
- Extremely high interest rate (18% per annum) on the Helena Note.
- Multiple high-level executive departures (CAO and a President) within one week.
- Mandatory default penalty of 115% of principal and interest.
- Multiple 8-K items (1.01, 2.03, 3.03, 5.02) indicating significant corporate distress.
π Key Facts
- Entered Amendment No. 1 with NexGel, Inc. for an asset sale totaling $13.3 million, including $8.3 million in upfront cash.
- Received a notice of event of default on April 17, 2026, from Helena Global Investment Opportunities 1 Ltd. regarding a $1,970,502.58 convertible note.
- The default was triggered by the company's failure to timely file its Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
- The Helena Note carries an 18% annual interest rate and includes a 'Mandatory Default Amount' penalty of 115% of the outstanding balance.
- Terminated CAO John R. Haines without cause on April 9, 2026; President of Degenerative Diseases Stephen A. Brigido resigned on April 15, 2026.
- Extended the outside date for the NexGel transaction to April 30, 2026.
Celularity Inc. entered into an agreement to sell and exclusively license its commercial-stage biomaterials portfolio and certain development programs to NexGel, Inc. for up to $35 million. The transaction includes a $15 million upfront cash payment and up to $20 million in milestone payments based on future net sales.
π© Red Flags
- Transaction completion is contingent on the buyer (NexGel) successfully obtaining financing, introducing significant closing risk.
- The divestiture of 'commercial-stage' assets may indicate a strategic pivot or a need for immediate liquidity.
π Key Facts
- Agreement signed March 6, 2026, with NexGel, Inc. for the sale and exclusive licensing of the biomaterials 'Business'.
- Total potential consideration of $35.0 million, consisting of $15.0 million upfront and $20.0 million in sales-based milestones.
- The deal includes ancillary contract manufacturing and sublease agreements.
- Closing is contingent on NexGel receiving financing sufficient to cover the $15.0 million upfront payment.
Celularity Inc. announced that Joseph DosSantos, the SVP of Finance and Acting CFO, departed the company for personal reasons on February 27, 2026. John Sprague was appointed as the new Acting CFO effective the same day.
π© Red Flags
- Departure of the principal financial officer (Acting CFO) for 'personal reasons' can indicate underlying issues or lack of stability.
- The company continues to rely on 'Acting' leadership for the CFO role rather than a permanent appointment.
- Frequent turnover in the finance department for micro-cap companies often precedes reporting delays or restatements.
π Key Facts
- Joseph DosSantos resigned as SVP, Finance and Acting CFO on February 27, 2026.
- The departure was attributed to 'personal reasons'.
- John Sprague was appointed as Acting CFO on February 27, 2026.
- The filing was submitted on March 5, 2026, following the February 27 event date.
Celularity Inc. announced an amendment to the employment agreement of John Haines, Senior Executive Vice President and Chief Administrative Officer, which significantly increases his severance benefits and accelerates equity vesting upon termination.
π© Red Flags
- Significant increase in severance obligations for a high-level executive.
- Immediate vesting of equity upon termination suggests a potential departure or restructuring of leadership is imminent.
π Key Facts
- Date of event: January 16, 2026
- Officer involved: John Haines, Senior Executive Vice President, Global Manager and Chief Administrative Officer
- Severance period increased from 12 months to 24 months
- COBRA payments increased to 18 months
- Equity options that would have vested over the 24-month severance period will now vest immediately upon termination.
Celularity Inc. entered into two major financing agreements on December 19, 2025, involving a $7 million senior secured note and a $3 million convertible note with an undisclosed accredited investor. The company granted the investor first-priority security interests over substantially all assets and proceeds from qualified financing.
π© Red Flags
- High-interest rate step-ups (from 4%/8% to 12%) upon Event of Default.
- Granting of first-priority security interest over substantially all company assets to the investor.
- Convertible note includes a 'downward adjustment' clause if shares are issued at a price lower than $1.66, which is highly dilutive.
- Maturity dates (April 2026 and Dec 2026) create significant near-term liquidity pressure.
π Key Facts
- Issued $7,000,000 Senior Secured Non-Convertible Promissory Note at 4% interest (increases to 12% upon default).
- Senior Note matures April 30, 2026, or upon a strategic transaction/financing of $\ge$ principal amount.
- Issued $3,000,000 Senior Secured Convertible Promissory Note at 8% interest (increases to 12% upon default).
- Convertible note has an option for the investor to purchase up to $2,000,000 in additional notes.
- Convertible note conversion price is set at $1.66 per share, subject to downward adjustment if shares are issued below this price.
- Warrants were issued as part of both agreements: 2,448,917 shares for the Senior Note and 1,258,740 shares for the Convertible Note, both exercisable at $2.00 per share.
- The investor was granted a board observer right via a Board Observer Rights Agreement.
Celularity Inc. held its Annual Meeting of Stockholders on December 19, 2025, reporting results for three proposals including director elections and auditor ratification.
π© Red Flags
- Shareholders rejected a proposal to increase the number of shares available under the 2021 Equity Incentive Plan, which may indicate shareholder concern regarding future dilution.
π Key Facts
- Annual Meeting held on December 19, 2025.
- Three Class I Director nominees (Peter Diamandis, M.D., Diane Parks, and Geoffrey Ling, M.D.) were elected to the Board of Directors.
- Stockholders ratified the appointment of EisnerAmper LLP as independent registered public accounting firm for fiscal year 2025.
- A proposal to amend the 2021 Equity Incentive Plan to increase reserved shares by 3,500,000 was rejected by stockholders.
Celularity Inc. received a warning letter from the FDA regarding marketing claims for its product Interfyl. The FDA requires the company to limit outcome-based and metabolic activity claims in its promotional materials.
π© Red Flags
- Regulatory warning from the FDA regarding marketing compliance.
- Potential for 'additional regulatory action' if the company's response is not satisfactory to the FDA.
- Uncertainty regarding the timeline and outcome of resolving the FDA's observations.
π Key Facts
- Received an FDA warning letter on December 1, 2025.
- The letter concerns marketing material for 'Interfyl', a human connective tissue matrix.
- FDA requires the company to limit use of outcome-based claims and metabolic activity claims within the body.
- The Letter does not require product recalls or restrict manufacturing/shipping capabilities.
- The Letter does not currently impact previously announced operational or financial expectations, according to management.
Celularity Inc. entered into a multi-tranche private placement agreement to issue up to $6,666,667 in Series A Convertible Preferred Stock and accompanying warrants to an institutional investor. The deal includes highly dilutive conversion terms and significant security interests granted to the investor.
π© Red Flags
- Highly dilutive conversion mechanism (95% of 7-day VWAP) creates significant downward pressure on stock price.
- Presence of a 'Floor Price' ($1.60) suggests the company is seeking protection against extreme dilution, but the conversion math remains aggressive.
- Dividend step-up to 18% upon a 'Triggering Event' is a predatory term often seen in distressed financing.
- Granting a first priority security interest in assets to an equity investor is a major red flag for credit/solvency risk.
- The inclusion of an Exchange Promissory Note suggests the debt could convert to equity under specific conditions.
π Key Facts
- Total aggregate stated value of securities: Up to $6,666,667.
- Structure: Three tranches; Initial Tranche of $2,000,000 (gross) closed on October 24, 2025.
- Pricing: Series A Preferred Stock issued at 90% of stated value ($1.111111 per share).
- Conversion Terms: Convertible to Common Stock at the lower of 110% of closing price or 95% of 7-day VWAP, with a floor price of $1.60.
- Warrants: Issued for no additional consideration; exercise price of $3.00 per share.
- Dividends: 5.0% per annum (cash or PIK); increases to 18% per annum upon a 'Triggering Event'.
- Security Interest: The Company granted the Investor a first priority security interest in certain assets via a Security Agreement.
Celularity Inc. announced that Nasdaq has closed its compliance matter regarding Listing Rule 5250(c)(1) following the company's recent quarterly filings. The company is now in full compliance with this specific listing requirement.
π© Red Flags
- Previous non-compliance with Nasdaq Listing Rule 5250(c)(1) (typically related to minimum bid price requirements or financial reporting delays, though specific cause is not detailed in this summary).
π Key Facts
- Nasdaq notified Celularity Inc. on September 2, 2025, that the matter regarding Listing Rule 5250(c)(1) is closed.
- Compliance was determined based on the Form 10-Q filed on August 29, 2025 (for period ended March 31, 2025) and the Form 10-Q for the period ended June 30, 2025.
- The company remains listed on the Nasdaq Stock Market LLC.
Celularity Inc. has entered into an agreement to sell its core intellectual property (IP) to Celeniv Pte. Ltd. for $33.8 million, effectively transitioning the company from an IP owner to a licensee of its own technology.
π© Red Flags
- Loss of ownership of core intellectual property (Asset Disposition).
- The company is effectively paying royalties to use technology it previously owned.
- Significant debt extinguishment via asset sale suggests liquidity/solvency pressures.
- Transaction involves a private entity (Celeniv Pte. Ltd.) and an individual lender (Mr. Lim), raising potential related-party complexity.
π Key Facts
- Sold 'Purchased IP' to Celeniv Pte. Ltd. for a total purchase price of $33,812,230.
- Proceeds used to fully satisfy a $27,000,000 loan from Resorts World Inc. Pte. Ltd. and a $6,812,230 promissory note from Mr. Lim.
- The company entered into an exclusive, irrevocable, worldwide, royalty-bearing license to use the sold IP/technology for five years.
- The company has a 5-year option to repurchase the technology at a 'mid eight digit amount' if exercised within one year.
- Royalties are described as a 'low double digit percentage of the Purchase Price' payable in quarterly installments.
Celularity Inc. is facing imminent delisting from Nasdaq due to failure to file timely quarterly reports (Form 10-Q) for the periods ended March 31 and June 30, 2025. The company has submitted a compliance plan but faces a hard deadline of August 31, 2025, to regain standing.
π© Red Flags
- Delisting notice: Failure to comply with Nasdaq timely filing criteria (Rule 5250(c)(1)).
- Imminent deadline: The company has until August 31, 2025, to file overdue reports or face delisting.
- Reporting delinquency: Multiple quarterly reports (March and June 2025) are outstanding.
π Key Facts
- Nasdaq notified the company on August 11, 2025, that it must file Form 10-Qs for periods ended March 31 and June 30, 2025, by August 31, 2025.
- Failure to meet this deadline will result in written notification of delisting.
- The company entered into a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc. on August 5, 2025.
- The agreement involves the issuance of 7,198.630 shares of Series Seed-2 Preferred Stock in exchange for $2,890,250 in product purchase credits.
Celularity Inc. entered into a $6.81 million secured promissory note agreement with an unnamed investor, which includes the issuance of 3.7 million warrants. A portion of the proceeds is earmarked to settle an existing loan from C.V. Starr & Co.
π© Red Flags
- Asset-backed debt: The note is secured by all of the Company's assets, increasing risk for other creditors.
- Significant dilution potential: Issuance of 3.7 million warrants at $2.528 per share represents substantial potential dilution to existing shareholders.
- Short maturity: The note matures in less than 8 months (March 21, 2026), creating near-term liquidity pressure.
π Key Facts
- Issued a promissory note for $6,812,230 on July 21, 2025.
- Note bears interest at 2% per annum with a maturity date of March 21, 2026.
- The Note is secured by a security interest in all of the Company's assets.
- Issued warrants to purchase 3,700,000 shares of Class A common stock at an exercise price of $2.528 per share.
- Warrants are exercisable for five years from issuance (subject to CFIUS clearance conditions).
- Proceeds will be used, in part, to settle a loan with C.V. Starr & Co. dated March 17, 2023.
Celularity Inc. entered into a securities purchase agreement on July 14, 2025, to conduct a private placement of common stock and warrants. The offering is intended to raise approximately $2 million in gross proceeds for working capital.
π© Red Flags
- Dilutive financing: Issuance of warrants at a significant discount to the current market context (implied by the low exercise price relative to typical micro-cap structures)
- Small transaction size: $2M gross proceeds is relatively small, suggesting potential ongoing need for frequent capital raises
- Warrant overhang: The issuance of 1.23M warrants creates future dilution for existing shareholders
π Key Facts
- Date of Agreement: July 14, 2025
- Securities Issued: 1,230,769 shares of Class A common stock and 1,230,769 warrants
- Purchase Price: $1.625 per share (combined price for one share and one warrant)
- Warrant Terms: Exercisable for two years at an exercise price of $1.50 per share
- Gross Proceeds: Expected to be $2,000,000 before offering expenses
- Use of Proceeds: Working capital and general corporate purposes
Celularity Inc. filed an amendment to its February 12, 2025, 8-K to include exhibits regarding amended warrants issued to C. V. Starr & Co., Inc. and Resorts World Inc Pte Ltd. These amendments involve significant repricing of existing warrants and the issuance of new warrants as part of forbearance agreement modifications.
π© Red Flags
- Significant warrant repricing (downward) suggests the company is providing favorable terms to creditors/investors to maintain liquidity or avoid default.
- The context of 'forbearance agreements' indicates the company has likely been in technical default or facing debt covenant issues with these parties.
- Potential for significant future dilution due to the issuance and repricing of warrants at low strike prices.
π Key Facts
- The filing is an amendment (8-K/A) to a previous report regarding binding term sheets with C. V. Starr & Co., Inc. ('Starr') and Resorts World Inc Pte Ltd ('RWI').
- Repriced Starr warrants to an exercise price of $1.692 per share.
- Repriced RWI warrants to an exercise price of $2.844 per share.
- Issued a new warrant to Starr for up to 100,000 shares at $1.692 per share.
- Issued a new warrant to RWI for up to 500,000 shares at $2.844 per share.
- The actions are part of amendments to forbearance agreements originally entered into on March 13, 2024.
Celularity Inc. entered into a securities purchase agreement to issue 739,286 shares of Class A common stock at $1.40 per share via private placement. The deal includes a significant warrant adjustment for existing holders, lowering exercise prices from $11.50 to $2.50.
π© Red Flags
- Significant dilution potential due to the issuance of new common stock at a low price point ($1.40).
- Drastic warrant downward adjustment (from $11.50 to $2.50) indicates significant distress or heavy negotiation to secure capital.
- Small gross proceeds ($1.035M) relative to typical micro-cap operations suggest a need for continuous, small-scale dilutive financing.
π Key Facts
- Private placement of 739,286 shares of Class A common stock at $1.40 per share.
- Expected gross proceeds: $1,035,000 (before expenses).
- Warrant adjustment: Exercise price for 1,311,093 warrants reduced from $11.50 to $2.50 per share.
- Warrant expiration extended to June 30, 2030.
- Expected closing date: Week of July 21, 2025.
- Use of proceeds: Working capital and general corporate purposes.
Celularity Inc. announced the termination of its Chief Financial Officer, David Beers, effective June 10, 2025. The departure was stated to be without cause and not related to any disagreements regarding financial or reporting practices.
π© Red Flags
- Unexpected departure of a key C-suite executive (CFO) can create temporary leadership instability during search for permanent replacement.
π Key Facts
- David Beers terminated as CFO on June 10, 2025, without cause.
- Joseph DosSantos (Senior Vice President Finance) appointed as interim CFO.
- The termination is not related to the Company's financial or operating results.
- Mr. Beers will receive payments/benefits per his employment agreement subject to a general release.
Celularity Inc. announced the appointment of Vincent LeVien to its Board of Directors, effective June 5, 2025. Mr. LeVien will serve as a Class II director and join both the Audit Committee and the Nominating and Corporate Governance Committee.
π Key Facts
- Vincent LeVien appointed as a Class II director on June 5, 2025.
- Term of service: until the Annual Meeting of Stockholders in 2026.
- Appointed to the Audit Committee and the Nominating and Corporate Governance Committee.
- Mr. LeVien is currently Chairman and CEO of I Got a Guy, Inc.
Celularity Inc. has entered into a letter agreement with YA II PN, Ltd. to extend the maturity date of an existing Convertible Promissory Note from May 12, 2025, to August 15, 2025. In exchange for this extension, the company is issuing 100,000 shares of restricted common stock with piggyback registration rights.
π© Red Flags
- Debt maturity extension: The company was unable to repay or refinance the note by its original May 12, 2025 deadline.
- Equity for debt: Issuing equity to extend a debt maturity is often a sign of liquidity constraints and potential dilution for existing shareholders.
- Short window: The new maturity date (August 15, 2025) provides only a three-month buffer from the filing date.
π Key Facts
- Maturity date of March 13, 2024 Convertible Promissory Note extended from May 12, 2025, to August 15, 2025.
- Issuance of 100,000 shares of restricted common stock to YA II PN, Ltd. as consideration for the extension.
- The issued shares include 'piggyback registration rights,' allowing resale in future company registration statements.
Celularity Inc. announced the resignation of Dean Kehler from its Board of Directors, effective May 14, 2025. The company explicitly stated that his departure was not due to any disagreement with the Company.
π© Red Flags
- None identified in this specific filing (resignation stated as non-dispute).
π Key Facts
- Dean Kehler resigned as a member of the Board of Directors on May 14, 2025.
- The resignation was not the result of any disagreement with Celularity Inc.
- Report filed on May 16, 2025.
Celularity Inc. filed an 8-K to announce its operating and financial results for the fiscal year ended December 31, 2024.
π Key Facts
- Reported date: May 9, 2025
- Reporting period: Year ended December 31, 2024
- The filing includes a press release (Exhibit 99.1) regarding financial results.
- Company is classified as an 'emerging growth company'.
Celularity Inc. announced on April 30, 2025, that it has resolved a Nasdaq compliance issue regarding unpaid fees. The company paid its $70,000 past due balance, successfully regaining compliance with Listing Rule 5250(f).
π© Red Flags
- Past due fees to the exchange suggest liquidity or cash flow constraints typical of micro-cap biotech companies.
- Risk of delisting was present immediately prior to this filing.
π Key Facts
- Nasdaq notified the company on April 30, 2025, that the matter is closed.
- The issue involved a past due fee balance of $70,000.
- Company has regained compliance with Nasdaq Listing Rule 5250(f).
- The company remains listed on the Nasdaq Stock Market LLC.
Celularity Inc. received formal notice from Nasdaq regarding non-compliance with continued listing requirements due to the failure to file its 2024 Form 10-K on time. The company must submit a compliance plan by June 16, 2025.
π© Red Flags
- Delisting notice due to failure to file annual report (Form 10-K).
- Expiration of previous SEC extension (Rule 12b-25) as of April 15, 2025.
- Risk of delisting if the compliance plan is not accepted or implemented by October 2025.
π Key Facts
- The extension provided under Rule 12b-25 for filing the 2024 Form 10-K expired on April 15, 2025.
- Nasdaq issued a formal notice of non-compliance with Nasdaq Listing Rule 5250(c)(1) on April 16, 2025.
- The company must submit a plan to regain compliance by June 16, 2025 (within 60 days).
- If the plan is accepted, the company has until October 13, 2025, to implement it and regain compliance.
- Common stock (CELU) and warrants (CELUW) continue to trade on Nasdaq for now.
Celularity Inc. entered into a letter agreement with Yorkville to extend the maturity date of a $3.15 million convertible note from March 13, 2025, to May 12, 2025. As part of this forbearance and extension, the company issued 100,000 shares of Class A common stock to Yorkville.
π© Red Flags
- Near-term liquidity pressure: The company is negotiating extensions on debt maturity dates (March to May 2025).
- Dilutive financing: Issuance of common stock to a lender to avoid default is a sign of distressed capital management.
- Forbearance agreement: Indicates the company was at risk of an immediate event of default.
π Key Facts
- Maturity date of $3.15 million convertible note extended from March 13, 2025, to May 12, 2025.
- Yorkville agreed to forbearance on declaring an event of default until May 12, 2025.
- Company issued 100,000 shares of Class A common stock to Yorkville in connection with the extension.
- The issuance includes piggyback registration rights for Yorkville.
Celularity Inc. entered into a Master Services Collaboration Agreement with BlueSphere Bio, Inc. (BSB) to support manufacturing activities for specific BSB cell therapy products.
π Key Facts
- Agreement date: February 24, 2025
- Counterparty: BlueSphere Bio, Inc. (BSB)
- Nature of agreement: Master Services Collaboration Agreement
- Scope: Manufacturing activities for certain BSB cell therapy products
Celularity Inc. has entered into binding term sheets with two major lenders, Resorts World Inc Pte Ltd and C.V. Starr & Co., Inc., to extend forbearance agreements on existing debt defaults. The agreements involve extending maturity dates to February 15, 2026, issuing new warrants to lenders, and repricing existing warrants at significant discounts.
π© Red Flags
- Debt Default/Forbearance: The company is operating under forbearance agreements due to defaults on existing loans.
- Liquidity Strain: Unpaid cash interest (~$2.1M total) must be paid from the proceeds of the next public offering, indicating a lack of current cash reserves.
- Significant Dilution Risk: Existing warrants are being repriced (at 90% or 95% of market price) and new warrants totaling 600,000 shares are being issued to lenders.
- Downside Floor on Warrants: New exercise prices for warrants are set with a floor of $1.50, which may be significantly above current trading levels if the stock is depressed.
π Key Facts
- Entered into a binding term sheet with Resorts World Inc Pte Ltd (RWI) regarding the RWI Second Amended Bridge Loan.
- RWI maturity date extended to February 15, 2026; total principal amount involves loans of $6M, $6M, and $15M (net of $3.75M OID).
- Company must pay RWI ~$1.3 million in unpaid cash interest from the proceeds of its next registered public offering.
- RWI to receive a new 5-year warrant for up to 500,000 shares at an exercise price no lower than $1.50.
- Entered into a binding term sheet with C.V. Starr & Co., Inc. (Starr) regarding the Starr Loan Agreement ($5M principal).
- Starr maturity date extended to February 15, 2026.
- Company must pay Starr ~$0.8 million in unpaid cash interest from next public offering proceeds.
- Starr to receive a new 5-year warrant for up to 100,000 shares at an exercise price no lower than $1.50.
Celularity Inc. entered into an agreement to amend the exercise price of existing warrants from $2.49 to $2.07 per share. In exchange for this reduction, warrant holders agreed to exercise their warrants, providing approximately $2.46 million in gross proceeds to the Company.
π© Red Flags
- Dilution risk: The reduction in exercise price and subsequent conversion of warrants will result in significant share dilution for existing shareholders.
- Unregistered securities: Shares issuable upon exercise of the 2024 Warrants have not yet been registered, which may create a secondary offering/liquidity overhang.
π Key Facts
- Agreement date: January 24, 2025
- Amendment reduces exercise price from $2.49 per share to $2.07 per share.
- The agreement involves two sets of warrants: 2024 Warrants (535,274 shares) and 2020 Warrants (652,981 shares).
- Total gross proceeds expected from exercise: approximately $2.46 million.
- The shares issuable under the 2020 Warrants are already registered on Form S-1; however, shares from the 2024 Warrants have not yet been registered.
Celularity Inc. announced the expiration of a previously disclosed private placement agreement due to the investor's failure to remit payment. The company was unable to consummate the sale of 1,263,157 shares and warrants originally priced at $2.375 per share.
π© Red Flags
- Failed capital raise: The company's attempt to secure $2.99M (approximate gross proceeds) via private placement failed due to non-payment.
- Liquidity risk: Failure to close a planned securities offering can indicate tightening credit/funding conditions or investor hesitation regarding the company's outlook.
π Key Facts
- The Private Placement involved 1,263,157 shares of Class A common stock and an equal number of warrants.
- The agreed-upon purchase price was $2.375 per share (including warrants).
- The agreement expired on January 23, 2025, because the Company did not receive the subscription amount from the Purchaser.
- The original agreement was disclosed on January 3, 2025.
Celularity Inc. entered into a securities purchase agreement on December 27, 2024, to issue common stock and warrants in a private placement. The transaction is expected to raise approximately $3.0 million in gross proceeds for working capital.
π© Red Flags
- Significant dilution: The issuance of over 1.2 million shares and warrants at a price ($2.375) significantly below previous high-water marks suggests urgent liquidity needs.
- Low valuation/Price pressure: The exercise price of the warrants ($2.97) is relatively low, which may lead to further dilution upon exercise.
- Small capital raise: A $3 million gross raise for a micro-cap biotech company indicates limited runway and potential ongoing need for dilutive financing.
π Key Facts
- Private placement of 1,263,157 shares of Class A common stock and an equal number of warrants.
- Purchase price: $2.375 per share (including warrants).
- Warrants are exercisable in 6 months at an exercise price of $2.97 per share for a term of 5 years.
- Expected gross proceeds: $3.0 million before offering expenses.
- Registration Rights Agreement requires the company to file a registration statement within 45 days of closing.
- Closing is expected during the week of January 6, 2025.
Celularity Inc. held its Annual Meeting of Stockholders on December 19, 2024. The meeting resulted in the election of a new Class III Director and the ratification of EisnerAmper LLP as the company's independent auditor for the fiscal year ending December 31, 2024.
π Key Facts
- Annual Meeting held on December 19, 2024.
- Robert J. Hariri, M.D., Ph.D. was elected as Class III Director (10,250,294 votes for).
- EisnerAmper LLP was ratified as independent registered public accounting firm for FY ending Dec 31, 2024 (13,561,068 votes for).
- The company is an emerging growth company.
Celularity Inc. entered into a securities purchase agreement to issue up to $1,000,000 in unsecured senior convertible notes and warrants. As of the filing date, $500,000 has already been issued to an accredited investor to fund working capital.
π© Red Flags
- Death Spiral Features: The conversion price of the notes ($2.85) and warrants is subject to a reset upon a 'Subsequent Financing' (defined as gross proceeds $\ge$ $2.5M), which can lead to significant dilution for existing shareholders.
- High Cost of Capital: Includes various fees for placement agents totaling over 8% plus retainers and legal reimbursements.
- Debt Maturity: The notes have a short one-year maturity, indicating immediate liquidity needs.
- Default Penalty: Interest rate increases from 8% to 10% in the event of default.
π Key Facts
- Aggregate principal amount: Up to $1,000,000 in unsecured senior convertible notes and warrants.
- $500,000 of the offering has already been sold as of November 25, 2024.
- Notes bear an 8% annual interest rate, increasing to 10% upon default.
- Maturity date is one year from issuance.
- Conversion price: $2.85 per share (subject to a floor of $1.00) or the price of a subsequent financing of $2.5M+.
- Warrants have an exercise price of $2.85 and a 5-year term, subject to a one-time reset upon a Subsequent Financing.
- Placement agent (Madison Global Partners, LLC) received a 7% cash fee, 1% non-accountable expense fee, $25,000 retainer, and up to $75,000 in legal reimbursement.
Celularity Inc. has received formal notice from Nasdaq regarding non-compliance with timely filing requirements after failing to file its Q3 2024 Form 10-Q by the extended deadline of November 19, 2024. The company is now required to submit a plan to regain compliance by January 20, 2025.
π© Red Flags
- Delisting notice due to failure to file quarterly reports (timely filing non-compliance).
- The company has not yet completed the preparation of its financial statements, indicating internal accounting/reporting delays.
- Risk of delisting if a compliance plan is not accepted or implemented by May 2025.
π Key Facts
- The company failed to file its Q3 2024 Form 10-Q within the prescribed time period and following an expired Rule 12b-25 extension (expired Nov 19, 2024).
- Nasdaq issued formal notice of non-compliance with Nasdaq Listing Rule 5250(c)(1) on November 21, 2024.
- The company must submit a plan to regain compliance by January 20, 2025.
- If the plan is accepted, the company has until May 13, 2025, to implement it and regain compliance.
- Common stock (CELU) and warrants (CELUW) continue to trade on the Nasdaq Capital Market for now.
Celularity Inc. announced the date for its 2024 Annual Meeting of Stockholders, scheduled for December 19, 2024. The filing also establishes deadlines for stockholder proposals and nominations to be included in the upcoming proxy materials.
π Key Facts
- The 2024 Annual Meeting of Stockholders is set for Thursday, December 19, 2024.
- The record date for stockholders entitled to vote was November 8, 2024.
- Stockholder proposals for inclusion in proxy materials must be submitted by the close of business on November 18, 2024.
- Deadlines for director nominations or other matters not intended for proxy inclusion also fall on November 18, 2024.
Celularity Inc. issued a press release updating its financial guidance and providing preliminary net sales expectations for the ten-month period ending October 31, 2024.
π© Red Flags
- Financial guidance is based on preliminary, unaudited data which may be subject to future adjustments.
π Key Facts
- Increased full year 2024 expected net sales guidance to $54 million - $60 million (previously $50 million - $56 million).
- Provided preliminary information regarding financial performance for the period ending October 31, 2024.
- The reported figures are unaudited and subject to potential adjustments as consolidated financial statements are finalized.
Celularity Inc. issued a preliminary revenue update via an 8-K, reporting expected biomaterial product revenues exceeding $24 million for the first half of 2024. The company also anticipates over $9 million in net revenue from its recently acquired Reboundβ’ product for the second half of 2024.
π© Red Flags
- Revenue figures are unaudited and preliminary; actual results may vary significantly.
- The company notes that the review of consolidated financial statements is 'ongoing' for multiple quarters (June 30, Sept 30, Dec 31).
π Key Facts
- Expected biomaterial product revenues >$24M for the six months ended June 30, 2024.
- Anticipated net revenue >$9M related to Reboundβ’ product for Q3 and Q4 2024 combined.
- Biomaterial revenues include sales, licenses, royalties, and other revenues.
- Financial results are unaudited, preliminary, and subject to ongoing review.
Celularity Inc. has been notified by Nasdaq that its securities will be suspended from trading on the Nasdaq Capital Market effective October 25, 2024, due to failure to file required quarterly reports (10-Qs) for the periods ended March 31 and June 30, 2024. The company intends to appeal the determination via a Nasdaq Hearings Panel.
π© Red Flags
- Imminent delisting/suspension from Nasdaq (effective Oct 25, 2024).
- Failure to meet regulatory filing deadlines for two consecutive quarters.
- Expiration of a previously granted compliance exception period without resolution.
π Key Facts
- Nasdaq notified the company on October 16, 2024, of impending trading suspension.
- Suspension is scheduled for the opening of business on October 25, 2024, unless an appeal is filed by October 23, 2024.
- The non-compliance stems from failure to timely file Forms 10-Q for the periods ended March 31, 2024, and June 30, 2024.
- An exception period granted by Nasdaq expired on October 14, 2024, without the required filings being submitted.
- The company intends to file an appeal with a Nasdaq Hearings Panel.
Celularity Inc. entered into an asset purchase agreement to acquire Sequence LifeScience's Reboundβ’ placental-derived allograft matrix product and related assets on October 9, 2024.
π© Red Flags
- The acquisition is relatively small ($5.5M) compared to typical biotech R&D spends, suggesting a tactical move rather than a transformative one.
- Reliance on an exclusive supply agreement for the first 6 months indicates potential manufacturing dependency during the transition period.
π Key Facts
- Acquisition of Reboundβ’ full thickness placental-derived allograft matrix product from Sequence LifeScience, Inc.
- Total consideration: $5,500,000
- Payment structure: $1,000,000 upfront cash, up to $4,000,000 in monthly milestone payments (20% of net sales), and a $500,000 credit from a previous payment.
- Transaction closed on October 9, 2024.
- Celularity entered into an exclusive supply agreement with Sequence for at least six months to ensure product availability during technology transfer.
Celularity Inc. announced the resignation of its Executive Vice President and Chief Medical Officer, Adrian Kilcoyne, M.D., M.P.H., M.B.A., effective August 6, 2024. The departure is reportedly to pursue other opportunities and not due to any disagreements with the company.
π© Red Flags
- Departure of a key medical officer in a biotech company can sometimes signal internal shifts, though the filing explicitly denies any disagreement.
π Key Facts
- Adrian Kilcoyne resigned from his role as EVP and Chief Medical Officer.
- Resignation date: Effective August 6, 2024.
- Reason for departure: To pursue other opportunities; no disagreement with operations, policies, or practices reported.
Celularity Inc. announced the appointment of Richard J. Berman to its Board of Directors and Audit Committee to fill a vacancy. Additionally, the company resolved to reduce its total number of directors from seven to six.
π© Red Flags
- Reduction in board size (from 7 to 6) often follows executive or director departures, which can signal internal restructuring or instability.
π Key Facts
- Richard J. Berman appointed as Class II director effective August 27, 2024.
- Berman joins the Audit Committee and is deemed 'independent' by Nasdaq standards.
- Berman granted stock options for 118,111 shares with an exercise price of $3.01 per share (based on Aug 27 closing price).
- Options vest in three equal annual installments over three years.
- The Board resolved to reduce the total number of directors from seven to six following the departure of Marc Mazur.
Celularity Inc. received formal notice from Nasdaq regarding non-compliance with continued listing requirements due to the failure to file its Q2 2024 Form 10-Q and ongoing delinquency of its Q1 2024 Form 10-Q. The company must submit a compliance plan by September 6, 2024.
π© Red Flags
- Delisting notice from Nasdaq due to failure to file periodic reports.
- Multiple delinquent filings (Q1 2024 and Q2 2024) indicating significant internal accounting or reporting delays.
- Risk of delisting if a compliance plan is not accepted or implemented by October 14, 2024.
π Key Facts
- Nasdaq issued formal notice on August 22, 2024, for failure to meet timely filing criteria under Nasdaq Listing Rule 5250(c)(1).
- The company is delinquent in filing its Q1 2024 Form 10-Q (previously reported as delayed on May 24, 2024).
- The extension for the Q2 2024 Form 10-Q expired on August 19, 2024.
- Nasdaq's notice has no immediate effect; shares continue to trade under 'CELU' and warrants under 'CELUW'.
- Company must submit a plan to regain compliance by September 6, 2024.
- If accepted, the company has until October 14, 2024, to implement the plan.
Celularity Inc. announced the dismissal of its independent auditor, Deloitte & Touche LLP, and the appointment of EisnerAmper LLP on August 2, 2024. The filing also notes a director resignation and confirms that previous financial statements contained going concern warnings.
π© Red Flags
- Auditor change: Dismissal of a Big Four firm (Deloitte) in favor of a mid-tier firm (EisnerAmper).
- Going concern language: Explicit mention that recent financial statements contain substantial doubt about the company's ability to continue as a going concern.
- Director departure: Resignation of Marc Mazur from the Board.
π Key Facts
- Deloitte & Touche LLP was dismissed as the independent registered public accounting firm effective August 2, 2024.
- EisnerAmper LLP has been engaged to audit consolidated financial statements for the year ending December 31, 2024.
- Director Marc Mazur resigned from the Board of Directors and all committees effective July 31, 2024.
- Previous financial statements (FY 2022, FY 2023, and interim 2024) contained explanatory paragraphs regarding substantial doubt about the company's ability to continue as a going concern.
Celularity Inc. has received formal notice from Nasdaq regarding non-compliance with continued listing requirements due to failure to file its Q1 2024 Form 10-Q and delinquency in filing its 2023 Form 10-K. The company must submit a compliance plan by June 17, 2024.
π© Red Flags
- Delinquent filing of Annual Report (Form 10-K) for the year ended December 31, 2023.
- Failure to file Quarterly Report (Form 10-Q) for the quarter ended March 31, 2024.
- Formal notice from Nasdaq regarding non-compliance with timely filing criteria.
π Key Facts
- Nasdaq issued formal notice of non-compliance with Nasdaq Listing Rule 5250(c)(1) on May 21, 2024.
- The company failed to file its Q1 2024 Form 10-Q within the extension period provided by Rule 12b-25 (which expired May 20, 2024).
- Delinquency is driven by delays in preparing financial statements due to the unfiled 2023 Form 10-K.
- The company must submit a plan to regain compliance to Nasdaq no later than June 17, 2024.
- If a plan is accepted, the company has until October 14, 2024, to implement it and regain compliance.
Celularity Inc. provided preliminary revenue guidance for the quarters ended December 31, 2023, and March 31, 2024, alongside an announcement of an Investor and R&D Day.
π© Red Flags
- Financial results for Q4 2023 and Q1 2024 are unaudited/preliminary and subject to change pending ongoing audits/reviews.
π Key Facts
- Expected net revenue for Q4 ended Dec 31, 2023: approximately $12.1 million.
- Expected net revenue for Q1 ended Mar 31, 2024: approximately $14.8 million.
- Revenue sources identified as biomaterial product sales and biobanking services.
- Company hosted an Investor and Analyst Research & Development Day on May 21, 2024.
Celularity Inc. has received formal notice from Nasdaq regarding non-compliance with timely filing requirements for its 2023 Form 10-K. The company must submit a plan to regain compliance by June 17, 2024.
π© Red Flags
- Delisting notice/Non-compliance with timely filing requirements
- Failure to complete financial statements for the 2023 fiscal year despite extensions
- Risk of delisting if compliance plan is not accepted or implemented by October 14, 2024
π Key Facts
- The company failed to file its Annual Report on Form 10-K for the year ended December 31, 2023, within the Rule 12b-25 extension period which expired April 15, 2024.
- Nasdaq issued formal notice of non-compliance with Nasdaq Listing Rule 5250(c)(1) on April 17, 2024.
- The company must submit a plan to regain compliance by June 17, 2024 (60 days from notice).
- If the plan is accepted, the company has until October 14, 2024, to implement it and regain compliance.
- Common stock (CELU) and warrants (CELUW) continue to trade on the Nasdaq Capital Market for now.
Celularity Inc. entered into a $10 million Standby Equity Purchase Agreement (SEPA) with Yorkville, which includes an initial $3.15 million convertible promissory note. To facilitate this financing, the company also entered into forbearance agreements with existing lenders RWI and Starr to prevent defaults.
π© Red Flags
- Highly dilutive financing structure (SEPA with Yorkville) involving a convertible note at a significant discount.
- Existence of existing debt defaults/obligations requiring formal forbearance agreements from two separate lenders.
- Significant interest rate hikes (100 bps) on existing debt as a condition for forbearance, increasing the cost of capital.
- The SEPA includes a 'commitment fee' paid in common stock to Yorkville, further increasing dilution.
π Key Facts
- Entered into a SEPA with YA II PN, LTD (Yorkville) for up to $10.0 million in Class A common stock over 36 months.
- Issued a $3.15 million convertible promissory note to Yorkville ($2.99M cash via 5% OID) at 8.0% interest, maturing March 13, 2025.
- Yorkville may convert the note at $6.3171 per share or a VWAP-based price with a floor of $2.4898.
- Entered into forbearance agreements with Resorts World Inc Pte Ltd (RWI) and C.V. Starr & Co. Inc. regarding existing loan defaults/obligations.
- Lenders RWI and Starr agreed to increase interest rates on their respective loans by 100 basis points in exchange for forbearance.
Celularity Inc. announced that stockholders approved a reverse stock split of Class A common stock at a 1-for-10 ratio, effective February 28, 2024. The filing also notes the failure of a shareholder proposal regarding the issuance of warrants to Resorts World Inc Pte Ltd.
π© Red Flags
- Reverse stock split (typically used to maintain Nasdaq listing compliance or signal distress).
- Failure of a significant shareholder proposal (Proposal 2) regarding warrant issuance.
- High number of abstentions/non-votes on the warrant proposal suggests potential conflict or lack of consensus among major holders.
π Key Facts
- Stockholders approved a reverse stock split of Class A common stock at a 1-for-10 ratio.
- The reverse split is scheduled to take effect at 5:00 p.m. ET on February 28, 2024.
- Post-split, the company expects approximately 21,782,861 shares of common stock outstanding.
- Fractional shares will be paid out in cash based on the closing price on February 28, 2024.
- Proposal 2 regarding the issuance/potential issuance of Tranche 2 Warrants to Resorts World Inc Pte Ltd failed to receive majority approval.
Celularity Inc. has implemented significant executive compensation reductions and stock option grants as a condition of a securities purchase agreement with Dragasac Limited. This includes an 85% salary reduction for CEO Dr. Hariri, contingent upon specific equity financing milestones.
π© Red Flags
- Significant executive salary cuts suggest immediate liquidity or cash preservation needs.
- Contingent compensation structures (Dr. Hariri's bonus) tied to specific $21M+ equity financing milestones indicate high pressure for capital raises.
- The requirement for a 'valuation at least equal to' the Dragasac Limited transaction price suggests potential dilution concerns or downward valuation pressure in future rounds.
π Key Facts
- Implemented a 15% across-the-board reduction in annual base salaries for the executive leadership team effective February 16, 2024.
- CEO Robert J. Hariri voluntarily elected an 85% reduction in his 2024 base salary (to $180,000) as part of a bonus program contingent on future financing.
- Dr. Hariri's unpaid 2023 salary ($1,087,611.83) will only be paid if the company raises at least $21 million in equity net proceeds at a specific valuation threshold.
- The compensation changes are a condition of a Securities Purchase Agreement (SPA) with Dragasac Limited dated January 12, 2024.
- New stock option grants were issued to all listed executives on February 16, 2024, with exercise prices equal to the closing price on that date.
Celularity Inc. filed an 8-K to provide an updated summary business description via Exhibit 99.1. This is a non-material disclosure under Item 7.01, intended for regulatory compliance or investor relations updates.
π Key Facts
- Filed on February 12, 2024
- Issued an updated summary business description as Exhibit 99.1
- The information is furnished under Item 7.01 and is not considered 'filed' for liability purposes under Section 18 of the Exchange Act
- Company remains listed on the Nasdaq Stock Market LLC
Celularity Inc. entered into multiple highly dilutive financing agreements including a $6 million private placement with Dragasac Limited and a $15 million senior secured bridge loan from Resorts World Inc Pte Ltd. The filings reveal extreme warrant repricing, significant equity-based compensation for executives, and potential necessity for a reverse stock split to maintain Nasdaq compliance.
π© Red Flags
- Extreme dilution via massive warrant issuances at deep discounts to previous prices ($6.77 down to $0.24898).
- Potential for a reverse stock split specifically mentioned in the support agreement to maintain Nasdaq compliance.
- High-interest debt (12.5%) with significant warrants attached, further increasing dilution risk.
- Use of proceeds is heavily tied to paying off existing debt (Yorkville) and critical vendors, indicating liquidity pressure.
- Executive compensation being shifted to equity suggests cash flow constraints.
π Key Facts
- Private placement of 21,410,983 shares and 5,352,746 warrants to Dragasac Limited at $0.24898 per share/warrant for ~$6 million.
- Secured bridge loan from Resorts World Inc (RWI) for $15 million principal ($11.25M net of OID) at 12.5% interest, maturing July 16, 2025.
- Warrants previously exercisable at $6.77 were repriced/amended to $0.24898 per share.
- Issuance of massive warrant tranches to RWI: Tranche 1 (16.5M shares) and Tranche 2 (13.5M shares).
- CEO Dr. Hariri agreed to accept 85% of compensation in equity and a freeze on cash compensation until $21 million in new equity is raised.
- Company must equitize 15% of executive leadership salaries within 30 days.
Celularity Inc. issued an 8-K to announce the release of its expected net sales and total revenues for the fourth quarter and full year ended December 31, 2023.
π Key Facts
- Report date: January 3, 2024
- Filing date: January 9, 2024
- Content: Announcement of expected net sales and total revenues for Q4 and FY 2023.
- The information is furnished under Item 2.02 and is not considered 'filed' for purposes of Section 18 liability.