Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 04, 2022 | |
Document Information Line Items | ||
Entity Registrant Name | Celularity Inc. | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 145,013,313 | |
Amendment Flag | false | |
Entity Central Index Key | 0001752828 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Shell Company | false | |
Entity Ex Transition Period | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-38914 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-1702591 | |
Entity Address, Address Line One | 170 Park Ave | |
Entity Address, City or Town | Florham Park | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07932 | |
City Area Code | (908) | |
Local Phone Number | 768-2170 | |
Entity Interactive Data Current | Yes | |
Class A Common Stock | ||
Document Information Line Items | ||
Title of 12(b) Security | Class A Common Stock, par value $0.0001 per share | |
Trading Symbol | CELU | |
Security Exchange Name | NASDAQ | |
Warrants | ||
Document Information Line Items | ||
Title of 12(b) Security | Warrants, each exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | |
Trading Symbol | CELUW | |
Security Exchange Name | NASDAQ |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 42,649 | $ 37,240 |
Accounts receivable, net of allowance of $1,264 and $283 as of September 30, 2022 and December 31, 2021, respectively | 4,452 | 2,745 |
Notes receivable | 3,920 | 2,488 |
Inventory | 5,239 | 9,549 |
Prepaid expenses and other current assets | 6,837 | 7,078 |
Total current assets | 63,097 | 59,100 |
Property and equipment, net | 77,032 | 90,625 |
Goodwill | 123,304 | 123,304 |
Intangible assets, net | 121,547 | 123,187 |
Right-of-use assets - operating leases | 13,042 | |
Restricted cash | 14,832 | 14,836 |
Inventory, net of current portion | 23,861 | 2,721 |
Other long-term assets | 401 | 355 |
Total assets | 437,116 | 414,128 |
Current liabilities: | ||
Accounts payable | 9,216 | 9,317 |
Accrued expenses and other current liabilities | 18,507 | 11,661 |
Current portion of financing obligation | 3,051 | |
Short-term debt ($39,255 at fair value and $40,000 unpaid principal balance at September 30, 2022) | 39,255 | |
Deferred revenue | 2,241 | 2,196 |
Total current liabilities | 69,219 | 26,225 |
Deferred revenue, net of current portion | 2,120 | 1,871 |
Acquisition-related contingent consideration | 158,781 | 232,222 |
Noncurrent lease liabilities - operating | 27,917 | |
Financing obligations | 28,085 | |
Warrant liabilities | 14,094 | 25,962 |
Deferred income tax liabilities | 10 | 10 |
Other liabilities | 740 | 335 |
Total liabilities | 272,881 | 314,710 |
Commitments and Contingencies (Note 9) | ||
Stockholders’ equity | ||
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding at September 30, 2022 and December 31, 2021 | ||
Common Stock, $0.0001 par value, 730,000,000 shares authorized, 144,524,190 issued and outstanding as of September 30, 2022; 730,000,000 shares authorized, 124,307,884 issued and outstanding as of December 31, 2021 | 14 | 12 |
Additional paid-in capital | 833,915 | 763,087 |
Accumulated other comprehensive income | 236 | |
Accumulated deficit | (669,930) | (663,681) |
Total stockholders’ equity | 164,235 | 99,418 |
Total liabilities, redeemable convertible preferred stock and stockholders’ equity | $ 437,116 | $ 414,128 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Accounts receivable, net of allowance | $ 1,264 | $ 283 |
Short-term debt, fair value | 39,255 | |
Short-term debt, unpaid principal balance | $ 40,000 | |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 730,000,000 | 730,000,000 |
Common stock, shares issued | 144,524,190 | 124,307,884 |
Common stock, shares outstanding | 144,524,190 | 124,307,884 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Net revenues | ||||
Total revenues | $ 4,135 | $ 10,622 | $ 13,846 | $ 16,479 |
Cost of revenues (excluding amortization of acquired intangible assets) | ||||
Research and development | 20,351 | 23,765 | 67,373 | 63,666 |
Selling, general and administrative | 14,907 | 21,644 | 46,941 | 58,133 |
Change in fair value of contingent consideration liability | (33,243) | (48,549) | (73,441) | (17,845) |
Amortization of acquired intangible assets | 553 | 553 | 1,640 | 1,640 |
Total operating expenses | 9,781 | (276) | 56,931 | 110,587 |
(Loss) income from operations | (5,646) | 10,898 | (43,085) | (94,108) |
Other income (expense): | ||||
Interest income | 108 | 55 | 155 | 324 |
Interest expense | (843) | (2,412) | ||
Change in fair value of warrant liabilities | 9,333 | 39,937 | 31,613 | 2,258 |
Change in fair value of debt | (291) | (291) | ||
Other income (expense), net | 1,278 | (109) | 1,366 | (2,140) |
Total other income (expense) | 10,428 | 39,040 | 32,843 | (1,970) |
Income (loss) before income taxes | 4,782 | 49,938 | (10,242) | (96,078) |
Income tax benefit | (17) | |||
Net income (loss) | 4,799 | 49,938 | (10,242) | (96,078) |
Change in fair value of debt due to change in credit risk, net of tax | 236 | 236 | ||
Other comprehensive income | 236 | 236 | ||
Comprehensive income (loss) | $ 5,035 | $ 49,938 | $ (10,006) | $ (96,078) |
Net income (loss) per share - basic | $ 0.03 | $ 0.47 | $ (0.07) | $ (2) |
Weighted average shares outstanding - basic | 142,676,953 | 106,369,910 | 137,787,645 | 48,071,685 |
Net income (loss) per share - diluted | $ 0.03 | $ 0.40 | $ (0.07) | $ (2) |
Weighted average shares outstanding - diluted | 150,546,268 | 123,582,822 | 137,787,645 | 48,071,685 |
Product Sales and Rentals | ||||
Net revenues | ||||
Total revenues | $ 1,041 | $ 849 | $ 2,920 | $ 2,734 |
Cost of revenues (excluding amortization of acquired intangible assets) | ||||
Cost of revenues | 812 | 638 | 1,711 | 2,025 |
Services | ||||
Net revenues | ||||
Total revenues | 1,405 | 1,343 | 4,061 | 4,204 |
Cost of revenues (excluding amortization of acquired intangible assets) | ||||
Cost of revenues | 899 | 923 | 3,112 | 2,218 |
License, Royalty and Other | ||||
Net revenues | ||||
Total revenues | 1,689 | 8,430 | 6,865 | 9,541 |
Cost of revenues (excluding amortization of acquired intangible assets) | ||||
Cost of revenues | $ 5,502 | $ 750 | $ 9,595 | $ 750 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Public Equity Financing | Palantir Technologies, Inc | Series A Redeemable Convertible Preferred Stock | Series B Redeemable Convertible Preferred Stock | Series X Redeemable Convertible Preferred Stock | Common Stock | Common Stock Public Equity Financing | Common Stock Palantir Technologies, Inc | Treasury Stock | Additional Paid-in Capital | Additional Paid-in Capital Public Equity Financing | Additional Paid-in Capital Palantir Technologies, Inc | Accumulated Deficit | Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment | Accumulated Other Comprehensive Income |
Balance at Dec. 31, 2020 | $ (531,400) | $ 1 | $ (256) | $ 32,418 | $ (563,563) | ||||||||||||
Temporary Equity, Balance (in Shares) at Dec. 31, 2020 | 29,484,740 | 41,205,482 | 11,953,274 | ||||||||||||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 184,247 | $ 290,866 | $ 75,000 | ||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 18,529,453 | (90,834) | |||||||||||||||
Stock-based compensation expense | 1,009 | 1,009 | |||||||||||||||
Net income (loss) | (81,539) | (81,539) | |||||||||||||||
Balance at Mar. 31, 2021 | (611,930) | $ 1 | $ (256) | 33,427 | (645,102) | ||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 29,484,740 | 41,205,482 | 11,953,274 | ||||||||||||||
Balance at Mar. 31, 2021 | $ 184,247 | $ 290,866 | $ 75,000 | ||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 18,529,453 | (90,834) | |||||||||||||||
Balance at Dec. 31, 2020 | (531,400) | $ 1 | $ (256) | 32,418 | (563,563) | ||||||||||||
Temporary Equity, Balance (in Shares) at Dec. 31, 2020 | 29,484,740 | 41,205,482 | 11,953,274 | ||||||||||||||
Temporary Equity, Balance at Dec. 31, 2020 | $ 184,247 | $ 290,866 | $ 75,000 | ||||||||||||||
Balance (in Shares) at Dec. 31, 2020 | 18,529,453 | (90,834) | |||||||||||||||
Net income (loss) | (96,078) | ||||||||||||||||
Balance at Sep. 30, 2021 | 96,216 | $ 10 | 755,847 | (659,641) | |||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 123,464,113 | ||||||||||||||||
Balance at Mar. 31, 2021 | (611,930) | $ 1 | $ (256) | 33,427 | (645,102) | ||||||||||||
Temporary Equity, Balance (in Shares) at Mar. 31, 2021 | 29,484,740 | 41,205,482 | 11,953,274 | ||||||||||||||
Temporary Equity, Balance at Mar. 31, 2021 | $ 184,247 | $ 290,866 | $ 75,000 | ||||||||||||||
Balance (in Shares) at Mar. 31, 2021 | 18,529,453 | (90,834) | |||||||||||||||
Exercise of stock options | 14 | 14 | |||||||||||||||
Exercise of stock options (in Shares) | 3,711 | ||||||||||||||||
Stock-based compensation expense | 28,188 | 28,188 | |||||||||||||||
Net income (loss) | (64,477) | (64,477) | |||||||||||||||
Balance at Jun. 30, 2021 | (648,205) | $ 1 | $ (256) | 61,629 | (709,579) | ||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 29,484,740 | 41,205,482 | 11,953,274 | ||||||||||||||
Balance at Jun. 30, 2021 | $ 184,247 | $ 290,866 | $ 75,000 | ||||||||||||||
Balance (in Shares) at Jun. 30, 2021 | 18,533,164 | (90,834) | |||||||||||||||
Recapitalization net of redemptions and equity issuance and merger costs redeemable convertible preferred stock (in Shares) | (29,484,740) | (41,205,482) | (11,953,274) | ||||||||||||||
Recapitalization net of redemptions, equity issuance costs and merger costs redeemable convertible preferred stock | $ (184,247) | $ (290,866) | $ (75,000) | ||||||||||||||
Recapitalization from GX Acquisition Corp. merger, net of redemptions, equity issuance costs and merger costs (in Shares) | 94,122,404 | 90,834 | |||||||||||||||
Recapitalization from GX Acquisition Corp. merger, net of redemptions, equity issuance costs and merger costs | 485,596 | $ 8 | $ 256 | 485,332 | |||||||||||||
Equity classification of Legacy Celularity warrants | 96,398 | 96,398 | |||||||||||||||
Issuance of common stock | $ 83,400 | $ 20,000 | $ 1 | $ 83,399 | $ 20,000 | ||||||||||||
Issuance of common stock (in Shares) | 8,340,000 | 2,000,000 | |||||||||||||||
Exercise of stock options | 209 | 209 | |||||||||||||||
Exercise of stock options (in Shares) | 468,545 | ||||||||||||||||
Stock-based compensation expense | 8,880 | 8,880 | |||||||||||||||
Net income (loss) | 49,938 | 49,938 | |||||||||||||||
Balance at Sep. 30, 2021 | 96,216 | $ 10 | 755,847 | (659,641) | |||||||||||||
Balance (in Shares) at Sep. 30, 2021 | 123,464,113 | ||||||||||||||||
Balance at Dec. 31, 2021 | 99,418 | $ 12 | 763,087 | (663,681) | |||||||||||||
Balance (Accounting Standards Update 2016-02) at Dec. 31, 2021 | $ 3,996 | $ 3,996 | |||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 124,307,884 | ||||||||||||||||
Reclassification of previously exercised stock options | 441 | 441 | |||||||||||||||
Stock issued during period shares reclassification of previously exercised stock options, in shares | 131,253 | ||||||||||||||||
Exercise of warrants | 46,485 | $ 2 | 46,483 | ||||||||||||||
Stock issued during period shares warrants exercised, in shares | 13,281,386 | ||||||||||||||||
Exercise of stock options | 21 | 21 | |||||||||||||||
Exercise of stock options (in Shares) | 10,255 | ||||||||||||||||
Purchase and retirement of common shares, value | (11) | (11) | |||||||||||||||
Purchase and retirement of common shares | (3,058) | ||||||||||||||||
Stock-based compensation expense | 2,422 | 2,422 | |||||||||||||||
Net income (loss) | (62,867) | (62,867) | |||||||||||||||
Balance at Mar. 31, 2022 | 89,905 | $ 14 | 812,443 | (722,552) | |||||||||||||
Balance (Accounting Standards Update 2016-02) at Mar. 31, 2022 | (3) | (3) | |||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 137,727,720 | ||||||||||||||||
Balance at Dec. 31, 2021 | 99,418 | $ 12 | 763,087 | (663,681) | |||||||||||||
Balance (Accounting Standards Update 2016-02) at Dec. 31, 2021 | 3,996 | 3,996 | |||||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 124,307,884 | ||||||||||||||||
Net income (loss) | (10,242) | ||||||||||||||||
Balance at Sep. 30, 2022 | 164,235 | $ 14 | 833,915 | (669,930) | $ 236 | ||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 144,524,190 | ||||||||||||||||
Balance at Mar. 31, 2022 | 89,905 | $ 14 | 812,443 | (722,552) | |||||||||||||
Balance (Accounting Standards Update 2016-02) at Mar. 31, 2022 | $ (3) | $ (3) | |||||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 137,727,720 | ||||||||||||||||
Issuance of common stock | $ 7,651 | $ 7,651 | |||||||||||||||
Issuance of common stock (in Shares) | 4,054,055 | ||||||||||||||||
Exercise of warrants | 4 | 4 | |||||||||||||||
Stock issued during period shares warrants exercised, in shares | 304 | ||||||||||||||||
Exercise of stock options | 313 | 313 | |||||||||||||||
Exercise of stock options (in Shares) | 609,529 | ||||||||||||||||
Purchase and retirement of common shares, value | (75) | (75) | |||||||||||||||
Purchase and retirement of common shares | (7,441) | ||||||||||||||||
Stock-based compensation expense | 4,529 | 4,529 | |||||||||||||||
Net income (loss) | 47,826 | 47,826 | |||||||||||||||
Balance at Jun. 30, 2022 | 150,150 | $ 14 | 824,865 | (674,729) | |||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 142,384,167 | ||||||||||||||||
Issuance of common stock | 4,131 | 4,131 | |||||||||||||||
Issuance of common stock (in Shares) | 1,817,830 | ||||||||||||||||
Exercise of warrants | 1 | 1 | |||||||||||||||
Stock issued during period shares warrants exercised, in shares | 100 | ||||||||||||||||
Exercise of stock options | 399 | 399 | |||||||||||||||
Exercise of stock options (in Shares) | 322,093 | ||||||||||||||||
Stock-based compensation expense | 4,519 | 4,519 | |||||||||||||||
Change in fair value of debt due to change in credit risk, net of tax | 236 | 236 | |||||||||||||||
Net income (loss) | 4,799 | 4,799 | |||||||||||||||
Balance at Sep. 30, 2022 | $ 164,235 | $ 14 | $ 833,915 | $ (669,930) | $ 236 | ||||||||||||
Balance (in Shares) at Sep. 30, 2022 | 144,524,190 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash flow from operating activities: | ||
Net loss | $ (10,242) | $ (96,078) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Depreciation and amortization | 6,997 | 6,211 |
Non cash lease expense | (41) | |
Deferred income taxes | (1,356) | |
Provision for doubtful accounts | 981 | 113 |
Change in fair value of warrant liabilities | (31,613) | (2,258) |
Stock-based compensation expense | 11,470 | 38,077 |
Change in fair value of contingent consideration | (73,441) | (17,845) |
Change in fair value of contingent stock consideration | 415 | |
Change in fair value of debt | 291 | |
Other, net | (1,432) | 3,206 |
Changes in assets and liabilities: | ||
Accounts receivable | (2,688) | (754) |
Inventory | (16,830) | (3,778) |
Prepaid expenses and other assets | 510 | (1,522) |
Sale of net operating loss and R&D tax credits | 1,356 | |
Accounts payable | 297 | 1,364 |
Accrued expenses and other liabilities | 6,546 | 3,846 |
Right-of-use assets and lease liabilities | 195 | |
Deferred revenue | 294 | (8,633) |
Net cash used in operating activities | (108,291) | (78,051) |
Cash flow from investing activities: | ||
Capital expenditures | (4,457) | (3,900) |
Proceeds from promissory note | 300 | |
Net cash used in investing activities | (4,457) | (3,600) |
Cash flow from financing activities: | ||
Proceeds from short term borrowings - related party | 5,000 | |
Payment of short term borrowings - related party | (5,000) | |
Proceeds from the exercise of stock options | 647 | 223 |
Proceeds from the exercise of warrants | 46,490 | |
Proceeds from PIPE financing | 30,000 | 83,400 |
Proceeds from the sale of common stock in ATM offering | 4,570 | |
Proceeds from short-term debt | 39,200 | |
Proceeds from Palantir investment | 20,000 | |
Payments of ATM offering costs and commissions | (205) | |
Payments of PIPE/SPAC related costs | (2,549) | (9,433) |
Net cash provided by financing activities | 118,153 | 99,576 |
Net increase in cash, cash equivalents and restricted cash | 5,405 | 17,925 |
Cash, cash equivalents and restricted cash at beginning of period | 52,076 | 69,513 |
Cash, cash equivalents and restricted cash at end of period | 57,481 | 87,438 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 11 | |
Supplemental non-cash investing and financing activities: | ||
Property and equipment included in accounts payable and accrued expenses | (1,014) | (1,601) |
Conversion of Series A, Series B and Series X preferred stock into common stock | 550,113 | |
Cancellation of treasury stock | 256 | |
Issuance of common stock as payment for PIPE/merger related costs | 10,795 | |
Reclassification of warrant liabilities to equity | 96,398 | |
ATM related costs included in accounts payable and accrued expenses | (234) | |
PIPE related costs included in accrued expenses | (55) | |
Reclassification of option liabilities to equity | $ 441 | |
Change in PIPE/SPAC related costs captured in accounts payable and accrued expenses | 1,103 | |
GX Acquisition Corp. | ||
Cash flow from financing activities: | ||
Cash received on recapitalization | 5,386 | |
Supplemental non-cash investing and financing activities: | ||
Non-cash assets acquired from the merger | 163 | |
Warrant liability assumed from the merger | $ 59,202 |
Nature of Business
Nature of Business | 9 Months Ended |
Sep. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Nature of Business | 1. Nature of Business Celularity Inc., (“Celularity” or the “Company”), formerly known as GX Acquisition Corp. (“GX”), was a blank check company incorporated in Delaware on August 24, 2018 . The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On July 16, 2021 (the “Closing Date”), the Company consummated the previously announced merger pursuant to the Merger Agreement and Plan of Reorganization, dated January 8, 2021 (the “Merger Agreement”), by and among GX, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GX (“First Merger Sub”), Celularity LLC (f/k/a Alpha Second Merger Sub LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of GX (“Second Merger Sub”), and the entity formerly known as Celularity Inc., incorporated under the laws of the state of Delaware on August 29, 2016 (“Legacy Celularity”). Upon completion of the merger transaction GX changed its name to Celularity Inc. The business combination was accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States (see Note 3). Description of Business Celularity is a clinical-stage biotechnology company leading the next evolution in cellular medicine by developing off-the-shelf placental-derived allogeneic T cells engineered with chimeric antigen receptor (“CAR”) T cells, natural killer (“NK”) cells and mesenchymal-like adherent stromal cells (“MLASCs”), targeting indications across cancer, infectious and degenerative diseases. Celularity is headquartered in Florham Park, NJ. Legacy Celularity acquired Anthrogenesis Corporation (“Anthrogenesis”) in August 2017 from Celgene Corporation (“Celgene”), a global biotechnology company that merged with Bristol Myers Squibb Company. Previously, Anthrogenesis operated as Celgene Cellular Therapeutics, Celgene’s cell therapy division. Celularity currently has three active clinical trials and is in the process of working with the U.S. Food and Drug Administration (“FDA”) to resolve its questions on an investigational new drug application (“IND”) it submitted in the first quarter of 2022 before commencing an additional clinical trial. The Celularity IMPACT platform capitalizes on the benefits of placenta-derived cells to target multiple diseases, and provides seamless integration, from bio sourcing through manufacturing cryopreserved and packaged allogeneic cells at its purpose-built U.S.-based 147,215 square foot facility. Celularity’s placental-derived cells are allogeneic, meaning they are intended for use in any patient, as compared to autologous cells, which are derived from an individual patient for that patient’s use. From a single source material, the postpartum human placenta, Celularity derives four allogeneic cell types: T cells, unmodified NK cells, genetically-modified NK cells and MLASCs, which have resulted in five key cell therapeutic programs: CYCART-19, CYNK-001, CYNK-101, APPL-001 and PDA-002, focused on six initial indications. CYCART-19 is a placental-derived CAR-T cell therapy, in development for the treatment of B-cell malignancies, initially targeting the CD19 receptor. CYNK-001 is a placental-derived unmodified NK cell in development for the treatment of acute myeloid leukemia (“AML”), a blood cancer, and for glioblastoma multiforme (“GBM”), a solid tumor cancer. CYNK-101 is a placental-derived genetically modified NK cell in development, to be evaluated in combination with a monoclonal antibody to target HER2+ cancers, such as gastric cancer. APPL-001 is a placenta-derived MLASC being developed for the treatment of Crohn’s disease. PDA-002 is a placenta-derived MLASC being developed for the treatment of facioscapulohumeral muscular dystrophy ("FSHD"). The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with governmental regulations and the ability to secure additional capital to fund operations. Drug candidates currently under development will require significant additional approval prior to commercialization, including extensive preclinical and clinical testing and regulatory approval. These efforts require significant amounts of additional capital, adequate personnel, and infrastructure and extensive compliance-reporting capabilities. Even if the Company’s drug development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales. COVID-19 On March 10, 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. The virus and actions taken to mitigate its spread have had, and are expected to continue to have, a broad adverse impact on the economies and financial markets of many countries, including the geographical areas in which the Company operates and conducts its business and which the Company’s partners operate and conduct their business. The Company is currently following the recommendations of local health authorities to minimize exposure risk for its team members and visitors. However, the scale and scope of this pandemic is unknown and the duration of the business disruption and related financial impact cannot be reasonably estimated at this time. While management has implemented specific business continuity plans to reduce the potential impact of COVID-19, there is no guarantee that the Company’s continuity plans will be successful. Although the Company was able to operate continuously since the pandemic began, the Company implemented work-from-home policies as needed following local health recommendations for non-essential employees and employees whose roles are able to be performed remotely. Because certain elements of the Company’s operations (such as processing placental tissue, certain biological assays, translational research and storage of cord blood) cannot be performed remotely, the Company instituted controls and protocols including mandatory temperature checking, symptom assessment forms, incremental cleaning and sanitization of common surfaces to mitigate risks to employees. Due to a broad decline in economic activity and restrictions on physical access to certain medical facilities, the Company did experience a decrease in the net revenues of its degenerative disease business due to the pandemic in 2021. As for clinical trials, the Company did not cancel or postpone enrollment solely due to the risks of COVID-19. However, enrollment in the clinical trial evaluating CYNK-001 for AML experienced some delays in the first half of 2020 as sites assessed their safety protocols and experienced high volumes of COVID-19 patients. Enrollment has continued in the AML trial and remains ongoing. As a result, during 2020 the Company had a year-over-year increase in research and development expenses notwithstanding the enrollment delays. The Company also initiated a clinical trial evaluating CYNK-001 in patients with COVID-19, which necessitated additional research and development and project management resources. The Company believes that it would have deployed its human and capital resources to other efforts, such as its CYCART-19 clinical development program, had the COVID-19 pandemic not struck. COVID-19 did not have a material negative impact on oncology clinical trial patient accrual rates during 2021 and 2022. During 2021, Celularity continued to utilize mandatory temperature checking and symptom assessment forms and, commencing with the third quarter of 2021, instituted additional safety protocols for unvaccinated employees. Celularity also utilized a liaison to help schedule vaccination appointments for employees. The extent to which COVID-19 or any other health epidemic may impact the Company’s results will depend on future developments, which are highly uncertain and cannot be predicted, including new information that may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. Accordingly, COVID-19 could have a material adverse effect on the Company’s business, results of operations, financial condition, and prospects. Going Concern In accordance with Accounting Standards Update (“ASU”) No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic 205-40) , the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued. Since its inception, Legacy Celularity funded its operations primarily with proceeds from the sales of preferred stock as well as revenues generated through its biobanking and degenerative disease commercial operations. The Company has incurred recurring losses since its inception, including net losses of $ 10,242 and $ 100,118 for the nine months ended September 30, 2022, and the year ended December 31, 2021, respectively. In addition, as of September 30, 2022, the Company had an accumulated deficit of $ 669,930 . The Company expects to continue to generate operating losses for the foreseeable future. As of September 30, 2022, the Company expects that its cash and cash equivalents will not be sufficient to fund its operating expenses and capital expenditure requirements through at least 12 months from the issuance of the condensed consolidated financial statements. The Company believes its existing cash and cash equivalents as of September 30, 2022 will fund it into the first quarter of 2023. The Company has based this estimate on a number of assumptions regarding its development programs and commercial operations that may prove to be wrong, and could utilize its cash and cash equivalents sooner than expected. The Company is seeking additional funding through the issuance of equity, convertible or debt securities through private investments in public equity or public offerings or the exercise of existing convertible securities. The Company may not be able to obtain financing on acceptable terms, or at all, and the terms of any financing may adversely affect the holdings or the rights of its stockholders. Alternatively, the Company may have to reduce spend by postponing certain of its development activities. Based on its recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future, and need to raise additional capital to finance its future operations, the Company has concluded that there is substantial doubt about its ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the unaudited condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of Presentation The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The unaudited condensed consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The unaudited condensed consolidated financial information presented herein reflects all financial information that, in the opinion of management, is necessary for a fair statement of consolidated financial position, results of operations and cash flows for the periods presented. The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements as of and for the year ended December 31, 2021. In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2022, and its results of operations, statement of changes in stockholder’s equity (deficit) and cash flows for the nine months ended September 30, 2022 and 2021. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 . The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual audited financial statements and related notes as of and for the year ended December 31, 2021 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, as amended July 15, 2022, (the “2021 Form 10-K”). Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, assumptions related to the Company’s goodwill and intangible impairment assessment, the valuation of inventory, contingent consideration, short-term debt, and contingent stock consideration, determination of incremental borrowing rates, accrual of research and development expenses, and the valuations of stock options and stock warrants. The Company based its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. Leases In accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”), the Company classifies leases at the lease commencement date. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present. Leases with a term greater than one year will be recognized on the condensed consolidated balance sheets as right-of-use assets (“ROU”), lease liabilities, and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease in the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU are recorded based on the present values of lease payments over the terms. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as incurred. Lease contracts do not include residual value guarantees nor do they include restrictions or other covenants. Certain adjustments to ROUs may be required for items such as initial direct costs paid, incentives received, or lease prepayments. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability using revised inputs as of the reassessment date, and adjust the ROU. The Company has elected the “package of 3” practical expedients permitted under the transition guidance, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company also adopted an accounting policy which provides that leases with an initial term of 12 months or less and no purchase option that the Company is reasonably certain of exercising will not be included within the lease right-of-use assets and lease liabilities on its condensed consolidated balance sheets. Refer to Note 9 for further information. Comprehensive Income (Loss) Comprehensive income (loss) refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to accumulated other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of the portion of the total change in fair value of indebtedness accounted for under the fair value option that is attributable to changes in instrument-specific credit risk. Net Income (Loss) per Share Basic net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted net income (loss) per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as redeemable convertible preferred stock, convertible debt, stock options, restricted stock units and warrants, which would result in the issuance of incremental shares of common stock. However, potential common shares are excluded if their effect is anti-dilutive. For diluted net income (loss) per share in periods where the Company has a net loss, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For the three months ended September 30, 2022 , the Company was in a net income position and calculated the diluted net income per share by dividing the Company’s net income by the dilutive weighted average number of share outstanding during the period, determined using the treasury stock method and the average stock price during the period. A reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share calculations are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 4,799 $ 49,938 $ ( 10,242 ) $ ( 96,078 ) Denominator: Weighted average shares outstanding, basic 142,676,953 106,369,910 137,787,645 48,071,685 Weighted average dilutive stock options 7,857,031 14,107,842 - - Weighted average restricted stock units 12,284 - - - Weighted average dilutive warrants - 3,105,070 - - Weighted average shares outstanding, diluted 150,546,268 123,582,822 137,787,645 48,071,685 Net income (loss), basic $ 0.03 $ 0.47 $ ( 0.07 ) $ ( 2.00 ) Net income (loss), diluted $ 0.03 $ 0.40 $ ( 0.07 ) $ ( 2.00 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, prior to the use of the two-class method, as they would be anti-dilutive: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 16,398,802 2,967,611 27,135,949 28,498,069 Restricted stock units 2,474,613 - 2,526,949 - Convertible debt 2,733,018 - 2,733,018 - Warrants 33,458,460 8,499,999 33,458,460 42,686,195 55,064,893 11,467,610 65,854,376 71,184,264 Segment Information Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company manages its operations through an evaluation of three distinct businesses segments: Cell Therapy, Degenerative Disease and BioBanking. These segments are presented for the three and nine months ended September 30, 2022 and 2021 in Note 15. Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted cash. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents or restricted cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is subject to credit risk from trade accounts receivable related to both degenerative disease product sales and biobanking services. All trade accounts receivables are a result from product sales and services performed in the United States. As of December 31, 2021, one of the Company’s customers comprised approximately 47 % of the Company’s total outstanding accounts receivable. As of September 30, 2022 , one of the Company’s customers (Customer A) comprised approximately 42 % of the total outstanding gross accounts receivable and another customer (Customer B) comprised 27 % of the total outstanding gross accounts receivable. The same two customers also provided approximately 36 % of the Company’s revenues earned during the nine months ended September 30, 2022. No single customer provided 10% or more of the revenue earned during the nine months ended September 30, 2021. In November 2017, the FDA provided guidance that established an updated framework for regulation of Human Cell & Tissue Products (“HCT/P”). The Company’s Interfyl products meet the criteria for minimal manipulation and homologous use as outlined within the applicable guidance and has an official designation from the FDA as an HCT/P product. As a result, the Company did not stop selling its Interfyl products when the FDA ended its enforcement discretion on May 31, 2021. However, the Center for Medicare and Medicaid Services (“CMS”) began rejecting claims for Interfyl submitted by Customer A. The Company believes that CMS is not distinguishing the Interfyl products from its competitors’ products. While the Company and Customer A continue to work with CMS to resolve the rejected claims, a reserve of $ 1,100 was recorded on Customer A’s accounts receivable balance as of September 30, 2022 . Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Recently Adopted Accounting Pronouncements On January 1, 2022 , the Company adopted ASU 2016-02, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to the prior guidance for operating leases. The Company adopted ASU 2016-02 utilizing the modified retrospective transition method in the first quarter of fiscal 2022 and did not restate comparative periods. The Company has elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward the historical lease classification. Refer to Note 9 for further information on the impact of the adoption of ASU 2016-02 on the Company’s condensed consolidated financial statements. The Company recorded ROU assets and lease liabilities of $ 13,001 and $ 27,723 , respectively, on the condensed consolidated balance sheets. Incremental borrowing rates as of January 1, 2022, the date the new standard was adopted, were used to calculate the present value of the Company’s lease portfolio as of that date. Leases previously identified as build-to-suit leases were derecognized pursuant to the transition guidance provided for build-to-suit leases in Accounting Standards Codification ("ASC") 2016-02. The impact of the derecognition of the build-to-suit lease was a net reduction of $ 3,993 to accumulated deficit calculated as of January 1, 2022. The standard did no t materially impact the consolidated net income (losses) or operating cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity-classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). The Company adopted ASU 2021-04 effective January 1, 2022 and considered this guidance when evaluating the amendment of the Company’s warrants in March 2022 (See Note 11.) In August 2020, the FASB issued ASU 2020-06, (Subtopic 470-20): Debt — Debt with Conversion and Other Options (“ASU 2020-06”) to address the complexity associated with applying GAAP to certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. Additionally, ASU 2020-06 will require entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 (fiscal year 2024 for the Company), including interim periods within those fiscal years with early adoption permitted. The Company adopted ASU 2020-06 effective January 1, 2022 and considered this guidance when evaluating the warrants issued in May 2022 (See Note 11), and when calculating diluted earnings per share above. Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (“ASU 2016-13”), which changes the accounting for recognizing impairments of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. ASU 2016-13 also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for annual periods beginning after December 15, 2022 (fiscal year 2023 for the Company), and interim periods within those periods, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its condensed consolidated financial statements. |
Business Combinations
Business Combinations | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations And Disposals [Abstract] | |
Business Combinations | 3. Business Combinations On July 16, 2021, the Company consummated the previously announced merger pursuant to the Merger Agreement, by and among GX, First Merger Sub, Second Merger Sub and Legacy Celularity (see Note 1). Pursuant to the terms of the Merger Agreement, a business combination between GX and Legacy Celularity was effected through the (a) merger of First Merger Sub with and into Legacy Celularity with Legacy Celularity surviving as a wholly-owned subsidiary of GX (Legacy Celularity, in its capacity as the surviving corporation of the merger, the “Surviving Corporation”) (the “First Merger”) and (b) immediately following the First Merger and as part of the same overall transaction as the First Merger, the merger of the Surviving Corporation with and into Second Merger Sub, with Second Merger Sub as the surviving entity of the Second Merger, which ultimately resulted in Legacy Celularity becoming a wholly-owned direct subsidiary of GX (the “Second Merger” and, together with the First Merger, the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”). On the Closing Date, the Company changed its name from GX Acquisition Corp. to Celularity Inc. Immediately prior to the effective time of the Mergers (the “Effective Time”), each share of preferred stock of Legacy Celularity (the “Legacy Celularity Preferred Stock”) that was issued and outstanding was automatically converted into a number of shares of common stock of Legacy Celularity, par value $ 0.0001 per share (the “Legacy Celularity Common Stock”) at the then-effective conversion rate as calculated pursuant to the Amended and Restated Certificate of Incorporation of Legacy Celularity, dated March 16, 2020, as amended (the “Legacy Celularity Charter”), such that each converted share of Legacy Celularity Preferred Stock was no longer outstanding and ceased to exist, and each holder of Legacy Celularity Preferred Stock thereafter ceased to have any rights with respect to such securities (the “Legacy Celularity Preferred Stock Conversion”). At the Effective Time, by virtue of the First Merger and without any action on the part of GX, First Merger Sub, Legacy Celularity or the holders of any of the following securities: a) each share of Legacy Celularity Common Stock (including shares of Legacy Celularity Common Stock resulting from the conversion of shares of Celularity Preferred Stock described above) that was issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive a number of shares of Company Class A common stock, par value $ 0.0001 per share (the “Class A Common Stock” or “Common Stock”) equal to the Exchange Ratio (as defined below) (the “Per Share Merger Consideration”); b) each share of Legacy Celularity Common Stock or Legacy Celularity Preferred Stock (together, “Legacy Celularity Capital Stock”) held in the treasury of Celularity was cancelled without any conversion thereof and no payment or distribution was made with respect thereto; c) each share of First Merger Sub common stock, par value $ 0.01 per share, issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $ 0.0001 per share, of the Surviving Corporation; d) each Legacy Celularity Warrant (as to which no notice of exercise had been delivered to Legacy Celularity prior to the Closing) that was outstanding immediately prior to the Effective Time (and which would have otherwise been exercisable in accordance with its terms immediately following the Effective Time), became, to the extent consistent with the terms of such Legacy Celularity Warrant, the right to purchase shares of Class A Common Stock (and not Celularity Capital Stock) (each, a “Converted Warrant”) on the same terms and conditions (including exercisability terms) as were applicable to such Legacy Celularity Warrant immediately prior to the Effective Time, except that (A) each Converted Warrant became exercisable for that number of shares of Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Legacy Celularity Common Stock that would have been issuable upon the exercise of a Legacy Celularity Warrant for cash and assuming the conversion of the Series B Preferred Stock underlying such outstanding Legacy Celularity Warrant into Legacy Celularity Common Stock (the “Celularity Warrant Shares”) subject to the Legacy Celularity Warrant immediately prior to the Effective Time and (2) the Exchange Ratio (as defined below); and (B) the per share exercise price for each share of Class A Common Stock issuable upon exercise of the Converted Warrant is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the per share exercise price for each share of Series B Preferred Stock issuable upon exercise of such Celularity Warrant immediately prior to the Effective Time by (2) the Exchange Ratio (as defined below); and e) each option to purchase Legacy Celularity Common Stock, whether or not exercisable and whether or not vested, that was outstanding immediately prior to the Effective Time (each, a “Legacy Celularity Option”) was assumed by GX and converted into an option to purchase shares of Class A Common Stock (each, a “Converted Option”). The Business Combination was accounted for as a reverse recapitalization in conformity with accounting principles generally accepted in the United States. Under this method of accounting, GX was treated as the “acquired” company for financial reporting purposes. This determination was primarily based on existing Legacy Celularity stockholders comprising a relative majority of the voting power of the combined company, Legacy Celularity’s operations prior to the acquisition comprising the only ongoing operations of Celularity, the majority of Celularity’s board of directors appointment by Legacy Celularity, and Legacy Celularity’s senior management comprising a majority of the senior management of Celularity. Accordingly, for accounting purposes, the financial statements of the combined entity represented a continuation of the financial statements of Legacy Celularity with the business combination being treated as the equivalent of Legacy Celularity issuing stock for the net assets of GX, accompanied by a recapitalization. The Company recorded the net assets of GX at historical costs, with no goodwill or other intangible assets recorded. Operations prior to the business combination are those of Legacy Celularity. Reported shares and earnings (losses) per share available to holders of the Class A Common Stock, prior to the Business Combination, have been retroactively restated as shares reflecting the exchange ratio established in the business combination (1.00 share of Legacy Celularity for approximately 0.7686 shares of Class A Common Stock). Net proceeds from this transaction totaled $ 108,786 . These proceeds were comprised of $ 5,386 held in GX’s trust account, $ 83,400 received from the completion of a concurrent private investment in public equity financing (“July 2021 PIPE Financing”) and $ 20,000 received from an investment by Palantir Technologies, Inc. (“Palantir”). The Company incurred $ 21,658 in transaction costs relating to the merger with GX of which $ 10,795 were satisfied by the issuance of Class A Common Stock, which has been offset against additional paid-in capital in the condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit). Pursuant to the terms of the Merger Agreement, the existing stockholders of Legacy Celularity exchanged their interests for shares of Class A Common Stock. In addition, GX had previously issued public warrants and private placement warrants (collectively, the “GX Warrants”) as part of the Units in its IPO in May 2019 . None of the terms of the GX Warrants were modified as a result of the Business Combination. On the date of the Business Combination, the Company recorded a liability related to the GX Warrants of $ 59,202 , with an offsetting entry to additional paid-in capital. During the period ended September 30, 2022, the fair value of the GX Warrants decreased to $ 10,281 , resulting in an expense reduction of $ 6,132 and $ 15,682 in the condensed consolidated statements of operations for the three and nine months ended September 30, 2022 . During the period from July 17, 2021 to September 30, 2021, the fair value of the GX Warrants decreased to $ 37,186 , resulting in an expense reduction of $ 22,016 in the condensed consolidated statement of operations for the three and nine months ended September 30, 2021. Upon consummation of the Business Combination, Legacy Celularity warrants qualified for equity classification. As a result, the transaction date fair value of the Legacy Celularity warrants of $ 96,398 was reclassified from warrant liability to additional paid-in capital (see Note 4). Immediately following the Business Combination, there were 122,487,174 shares of Class A Common Stock with a par value of $ 0.0001 issued and outstanding, options to purchase an aggregate of 21,723,273 shares of Class A Common Stock and 42,686,195 warrants outstanding to purchase shares of Class A Common Stock. July 2021 PIPE Financing (Private Placement) On the Closing Date, certain significant stockholders of Legacy Celularity or their affiliates (including Sorrento Therapeutics, Inc. (“Sorrento”), Starr International Investments Ltd. and Dragasac Limited, an indirect wholly owned subsidiary of Genting Berhad, collectively, the “Subscribers”) purchased from Celularity an aggregate of 8,340,000 shares of Class A Common Stock (the “July 2021 PIPE Shares”), for a purchase price of $ 10.00 per share and an aggregate purchase price of $ 83,400 , pursuant to separate subscription agreements dated January 8, 2021 (collectively, the “Subscription Agreements”). Pursuant to the Subscription Agreements, the Company agreed to provide the Subscribers with certain registration rights with respect to the July 2021 PIPE Shares. Arrangement with Palantir Technologies Inc. Pursuant to the subscription agreement entered into by GX with Palantir on May 5, 2021, Palantir purchased 2,000,000 shares of Class A Common Stock at a price of $ 10.00 per share and an aggregate purchase price of $ 20,000 , upon closing of the Business Combination and closing of the July 2021 PIPE financing. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 4. Fair Value of Financial Assets and Liabilities The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair Value Measurements as of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 40,234 $ — $ — $ 40,234 Convertible note receivable — — 3,920 3,920 $ 40,234 $ — $ 3,920 $ 44,154 Liabilities: Contingent stock consideration $ — $ — $ 415 $ 415 Acquisition-related contingent consideration obligations — — 158,781 158,781 Short-term debt - Yorkville — — 39,255 39,255 Warrant liability - May 2022 PIPE Warrants — — 3,813 3,813 Warrant liability - Sponsor Warrants — — 4,675 4,675 Warrant liability - Public Warrants 5,606 — — 5,606 $ 5,606 $ — $ 206,939 $ 212,545 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 36,700 $ — $ — $ 36,700 Convertible note receivable — — 2,488 2,488 $ 36,700 $ — $ 2,488 $ 39,188 Liabilities: Acquisition-related contingent consideration obligations $ — $ — $ 232,222 $ 232,222 Warrant liability - Sponsor Warrants — — 13,600 13,600 Warrant liability - Public Warrants 12,362 — — 12,362 $ 12,362 $ — $ 245,822 $ 258,184 During the nine months ended September 30, 2022 and 2021 , there were no transfers between Level 1, Level 2 and Level 3. The Company’s cash equivalents consisted of money market funds. The money market fund was valued using inputs observable in active markets for similar securities, which represents a Level 1 measurement in the fair value hierarchy. The carrying values of accounts receivable and accounts payable approximate fair value in the accompanying condensed consolidated financial statements due to the short-term nature of those instruments. Valuation of Contingent Consideration The fair value measurement of the contingent consideration obligations is determined using Level 3 inputs and is based on a probability-weighted income approach. The measurement is based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions. The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using Level 3 inputs as of September 30, 2022 and December 31, 2021: Balance as of Net Purchases, Fair value Balance as of Liabilities: Contingent stock consideration $ — $ — $ — $ 415 $ 415 Acquisition-related contingent consideration obligations 232,222 — — ( 73,441 ) 158,781 $ 232,222 $ — $ — $ ( 73,026 ) $ 159,196 Balance as of Net Purchases, Fair value Balance as of Liabilities: Acquisition-related contingent consideration obligations $ 273,367 $ — $ — $ ( 41,145 ) $ 232,222 The fair value of the liability to make potential future milestone and earn-out payments was estimated by the Company at each reporting date based, in part, on the results of a third-party valuation using a discounted cash flow analysis based on various assumptions, including the probability of achieving specified events, discount rates, and the period of time until earn-out payments are payable and the conditions triggering the milestone payments are met. The actual settlement of contingent consideration could differ from current estimates based on the actual occurrence of these specified events. At each reporting date, the Company revalues the contingent consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s condensed consolidated statements of operations. Changes in the fair value of the contingent consideration obligations may result from changes in discount periods and rates, changes in the timing and amount of revenue estimates and changes in probability assumptions with respect to the likelihood of achieving the various contingent consideration obligations. The Company has classified all of the contingent consideration as a long-term liability in the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021. See Note 10, “Commitment and Contingencies”, for more information on contingent consideration. Valuation of Warrant Liability The warrant liability at September 30, 2022 is composed of the fair value of warrants to purchase shares of Class A Common Stock. The private placement warrants assumed upon the Business Combination (the “Sponsor Warrants”) and the May 2022 PIPE Warrants (see Note 11) were recorded at their respective Closing Date fair values based on a Black-Scholes option pricing model that utilizes inputs for: (i) value of the underlying asset, (ii) the exercise price, (iii) the risk-free rate, (iv) the volatility of the underlying asset, (v) the dividend yield of the underlying asset and (vi) maturity. The Black-Scholes option pricing model’s primary unobservable input utilized in determining the fair value of the Sponsor Warrants and May 2022 Pipe Warrants is the expected volatility of the Class A Common Stock. Prior to the Mergers, Legacy Celularity was historically a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies. Inputs to the Black-Sholes option pricing model for the warrants are updated each reporting period to reflect fair value. The public warrants assumed upon the Business Combination (the “Public Warrants”) were recorded at the closing date fair value based on the close price of such warrants. Each subsequent reporting period, the Public Warrants are marked-to-market based on the period-end close price. As of September 30, 2022 and December 31, 2021, the fair value of the warrant liabilities was $ 14,094 and $ 25,962 , respectively. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the estimated remaining term of the warrants. The following table provides a roll-forward of the aggregate fair values of the Company’s warrant liabilities for which fair values are determined using either Level 1 or Level 3 inputs: Balance as of December 31, 2020 $ 76,640 Gain recognized in earnings from change in fair value ( 13,482 ) Warrant liability assumed at Closing Date (Sponsor Warrants) 34,764 Warrant liability assumed at Closing Date (Public Warrants) 24,438 Reclassification of Legacy Celularity Warrants to equity ( 96,398 ) Balance as of December 31, 2021 $ 25,962 Balance as of December 31, 2021 $ 25,962 May 2022 PIPE warrant issuance 19,745 Gain recognized in earnings from change in fair value ( 31,613 ) Balance as of September 30, 2022 $ 14,094 The fair value of the Public Warrants was $ 5,606 and $ 12,362 as of September 30, 2022 and December 31, 2021, respectively, based on the publicly stated closing price. The fair value of the Sponsor Warrants was $ 4,675 and $ 13,600 as of September 30, 2022 and December 31, 2021, respectively. The fair value of the May 2022 PIPE Warrants was $ 3,813 as of September 30, 2022. Significant inputs for the Sponsor Warrants are as follows: September 30, December 31, Common share price $ 2.31 $ 5.12 Exercise price $ 11.50 $ 11.50 Dividend yield 0 % 0 % Term (years) 3.8 4.5 Risk-free interest rate 4.17 % 1.19 % Volatility 78.0 % 63.0 % Significant inputs for the May 2022 PIPE Warrants are as follows: September 30, Common share price $ 2.31 Exercise price $ 8.25 Dividend yield 0 % Term (years) 4.6 Risk-free interest rate 4.06 % Volatility 82.0 % Valuation of the Convertible Note Receivable The convertible note receivable was received in connection with the disposition of the UltraMIST/MIST business in 2020. At any time on or after January 1, 2021, at the sole discretion of the Company, amounts outstanding under the convertible note receivable (including accrued interest) may be converted into Sanuwave common stock at a defined rate. The convertible promissory note was to be paid on or before August 6, 2021, however, remains outstanding in full at September 30, 2022. As of September 30, 2022 and December 31, 2021, the Company utilized Level 3 inputs on a probability weighted model based on outcomes of a default, repayment and conversion of the note. The measurement is based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions. Significant inputs for the convertible note valuation model are as follows: September 30, December 31, Face value $ 4,000 $ 4,000 Coupon rate 12 % - 17 % 12 % - 17 % Stock price $ 0.06 $ 0.17 Term (years) .76 - 3.45 .7 - 3.19 Risk-free interest rate 3.99 % - 4.16 % 0.29 % Volatility n/a n/a Valuation of the Contingent Stock Consideration The contingent stock consideration liability at September 30, 2022, is comprised of the fair value of potential future issuance of Class A Common Stock to CariCord participating shareholders pursuant to a settlement agreement signed during the year ended December 31, 2021 (see Note 10). The fair value measurement of the contingent stock consideration obligation is determined using Level 3 inputs and is based on a probability-weighted expected return methodology (“PWERM”). The measurement is largely based upon unobservable inputs supported by little or no market activity based on the Company’s own assumptions. As of December 31, 2021, the applicable procurement targets were not probable of being achieved. The following table presents a reconciliation of the contingent stock consideration obligation measured on a recurring basis using Level 3 inputs as of September 30, 2022 and December 31, 2021: Balance as of Net Purchases, Fair value Balance as of Liabilities: Contingent stock consideration $ - $ — $ — $ 415 $ 415 The fair value of the liability to issue future shares of Class A Common Stock was estimated by the Company at each reporting date based on the results of a third-party valuation using a PWERM based on various inputs and assumptions, including the Company’s common share price, discount rates, and the probability of achieving specified future operational targets. The actual settlement of contingent stock consideration could differ from current estimates based on the actual achievement of these specified targets and movements in the Company’s common share price. At each reporting date, the Company revalues the contingent stock consideration obligation to estimated fair value and records changes in fair value as income or expense in the Company’s condensed consolidated statements of operations. Changes in the fair value of the contingent stock consideration obligation may result from changes in discount rates, changes in the Company’s common share price, and changes in probability assumptions with respect to the likelihood of achieving specified operational targets. The Company has classified all of the contingent stock consideration as a long-term liability in the condensed consolidated balance sheets as of September 30, 2022. See Note 10, “Commitments and Contingencies”, for more information on contingent stock consideration. Valuation of Short-Term Debt - Yorkville The Company elected the fair value option to account for the financial instrument with Yorkville signed on September 15, 2022 (see Note 8). The estimate of the fair value was determined using a binomial lattice model. The fair value measurement of the debt is determined using Level 3 inputs and assumptions unobservable in the market. Changes in the fair value of debt that is accounted for at fair value, inclusive of related accrued interest expense, are presented as gains or losses in the accompanying condensed consolidated statements of operations and comprehensive income (loss) under change in fair value of debt. The portion of total changes in fair value of debt attributable to changes in instrument-specific credit risk are determined through specific measurement of periodic changes in the discount rate assumption exclusive of base market changes and are presented as a component of comprehensive income (loss) in the accompanying condensed consolidated statements of operations and comprehensive income (loss). The actual settlement of the short-term debt could differ from current estimates based on the timing of when and if Yorkville elects to convert amounts into common shares, potential cash repayment by the Company prior to maturity, and movements in the Company’s common share price. The following table presents a reconciliation of the Yorkville debt measured on a recurring basis using Level 3 inputs as of the initial valuation date of September 15, 2022 and as of September 30, 2022: Liabilities: Balance as of September 15, 2022 $ 39,200 Fair value adjustment through earnings 291 Fair value adjustment through accumulated other comprehensive income or loss ( 236 ) Balance as of September 30, 2022 $ 39,255 Significant inputs for the Yorkville short-term debt valuation model are as follows: September 30, 2022 Common share price $ 2.31 Credit spread 14.82 % Dividend yield 0 % Term (years) 1.0 Risk-free interest rate 4.04 % Volatility 45.0 % Discount yield 18.86 % |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 5. Inventory The Company’s major classes of inventories were as follows: September 30, 2022 December 31, 2021 Raw materials $ 9,565 $ 2,359 Work in progress 9,942 5,902 Finished goods 9,797 4,057 Inventory, gross 29,304 12,318 Less: inventory reserves ( 204 ) ( 48 ) Inventory, net 29,100 12,270 Balance Sheet Classification: Inventory 5,239 9,549 Inventory, net of current portion 23,861 2,721 $ 29,100 $ 12,270 Inventory, net of current portion includes inventory expected to remain on hand beyond one year in both periods. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipment, net consisted of the following: September 30, 2022 December 31, 2021 Building (1) $ - $ 12,513 Leasehold improvement (2) 70,114 71,468 Laboratory and production equipment 13,425 11,395 Machinery, equipment and fixtures 7,780 7,974 Construction in progress 4,163 2,054 Property and equipment 95,482 105,404 Less: Accumulated depreciation and amortization (3) ( 18,450 ) ( 14,779 ) Property and equipment, net $ 77,032 $ 90,625 (1) Includes $ 12,513 at December 31, 2021 under financing lease resulting from a failed sale leaseback (see Note 9). (2) Includes $ 70,959 at December 31, 2021, respectively, under financing lease resulting from a failed sale leaseback (see Note 9). (3) Includes $ 5,971 at December 31, 2021, respectively, under financing lease resulting from a failed sale leaseback (see Note 9). For the three months ended September 30, 2022 and 2021, depreciation and amortization expense was $ 1,841 and $ 1,792 , respectively. For the nine months ended September 30, 2022 and 2021, depreciation and amortization expense was $ 5,357 and $ 4,571 , respectively. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | 7. Goodwill and Intangible Assets, Net The carrying values of goodwill assigned to the Company’s operating segments are as follows: September 30, 2022 December 31, 2021 Cell Therapy $ 112,347 $ 112,347 Degenerative Disease 3,610 3,610 Biobanking 7,347 7,347 $ 123,304 $ 123,304 Intangible Assets, Net Intangible assets, net consisted of the following: September 30, 2022 December 31, 2021 Estimated Amortizable intangible assets: Developed technology $ 16,810 $ 16,810 11 - 16 years Customer relationships 2,413 2,413 10 years Trade names & trademarks 570 570 10 - 13 years Reacquired rights 4,200 4,200 6 years 23,993 23,993 Less: Accumulated amortization Developed technology ( 6,253 ) ( 5,376 ) Customer relationships ( 1,369 ) ( 1,170 ) Trade names & trademarks ( 261 ) ( 220 ) Reacquired rights ( 3,063 ) ( 2,540 ) ( 10,946 ) ( 9,306 ) Amortizable intangible assets, net 13,047 14,687 Non-amortized intangible assets Acquired IPR&D product rights 108,500 108,500 indefinite $ 121,547 $ 123,187 For the three months ended September 30, 2022 and 2021, amortization expense for intangible assets was $ 553 and $ 553 , respectively. For the nine months ended September 30, 2022 and 2021, amortization expense for intangible assets was $ 1,640 and $ 1,640 , respectively. No impairment charges were recorded for the three and nine months ended September 30, 2022 and 2021 . |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Yorkville On September 15, 2022, the Company entered into a Pre-Paid Advance Agreement (the “PPA”) with YA II PN, Ltd. ("Yorkville"), pursuant to which the Company may request advances of up to $ 40,000 in cash from Yorkville (or such greater amount that the parties may mutually agree) (each, a “Pre-Paid Advance”) over an 18 -month period, with an aggregate limitation of $ 150,000 . Pre-Paid Advances are issued at a 2 % discount, bear interest at an annual rate equal to 6 % (increased to 15 % in the event of default as described in the PPA) and may be offset by the issuance of shares of common stock, at Yorkville’s option, at a price per share calculated pursuant to the PPA, which in no event will be less than $ 0.75 per share. The issuance of the shares under the PPA is subject to certain limitations, including that the aggregate number of shares of common stock issued pursuant to the PPA cannot exceed 19.9 % of the Company’s outstanding stock as of September 15, 2022, as well as a beneficial ownership limitation of 4.99 %. Further, Yorkville agreed not to purchase any shares of common stock for 60 days following entry into the PPA, nor may Yorkville purchase more than $ 6,000 of shares of common stock during a 30-day period, in each case at a price per share less than the Fixed Price, as defined in the PPA. In connection with the entry into the PPA, the Company received the initial Pre-Paid Advance of $ 40,000 gross or $ 39,200 net of discount. Each Pre-Paid Advance has a maturity of 12 months . Further Pre-Paid Advances will be based upon the mutual agreement of the parties. At issuance, the Company concluded that certain features of the PPA would be considered a derivative that would require bifurcation. In lieu of bifurcation, the Company elected the fair value option for this financial instrument and will record changes in fair value within the statements of operations and comprehensive income (loss) at the end of each reporting period. Under the fair value option, u pon derecognition the Company will include in net income the cumulative amount of the gain or loss on the debt that resulted from changes in instrument-specific credit risk. Direct costs and fees related to the PPA were recognized in earnings. As of September 30, 2022, the fair value of the debt was $ 39,255 . Refer to Note 4 for additional details regarding the fair value measurement. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 9. Leases Lease Agreements As discussed in Note 2, on January 1, 2022 , the Company adopted ASU 2016-06 issued by the FASB related to leases that outlines a comprehensive lease accounting model and supersedes the prior lease guidance. The Company adopted this guidance using the modified retrospective approach and elected the optional transition method. As a result, comparative prior periods in the Company’s condensed consolidated financial statements are not adjusted for the impacts of the new standard. Adoption of ASU 2016-02 resulted in the recording of additional net lease assets and lease liabilities of approximately $ 13,001 and $ 27,723 , respectively, as of January 1, 2022. Incremental borrowing rates as of January 1, 2022, the date the new standard was adopted, were used to calculate the present value of the Company’s lease portfolio as of that date. Leases previously identified as build-to-suit leases were derecognized pursuant to the transition guidance provided for build-to-suit leases in ASU 2016-02. The impact of the derecognition of the build-to-suit lease was a net reduction of $ 3,993 to accumulated deficit calculated as of January 1, 2022. The standard did not materially impact the consolidated net income (losses) or operating cash flows. ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company’s lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the present value of lease payments, the Company uses its incremental borrowing rate based on the information available at the lease commencement date to determine the appropriate discount rate by multiple asset classes. Variable lease payments that are not based on an index or that result from changes to an index subsequent to the initial measurement of the corresponding lease liability are not included in the measurement of lease ROU assets or liabilities and instead are recognized in earnings in the period in which the obligation for those payments is incurred. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise any such options. Lease expense is recognized on a straight‐line basis over the expected lease term. Rent expense was $ 2,880 and $ 760 for the nine months ended September 30, 2022 and 2021, respectively. Rent expense was $ 957 and $ 0 for the three months ended September 30, 2022 and 2021, respectively. On March 13, 2019, Legacy Celularity entered into a lease agreement for a 147,215 square foot facility consisting of office, manufacturing and laboratory space in Florham Park, New Jersey, which expires in 2036 . The Company has the option to renew the term of the lease for two additional five-year terms so long as the lease is then in full force and effect. The lease term commenced on March 1, 2020 subject to an abatement of the fixed rent for the first 13 months following the lease commencement date. The initial monthly base rent is approximately $ 230 and will increase annually. The Company is obligated to pay real estate taxes and costs related to the premises, including costs of operations, maintenance, repair, replacement and management of the new leased premises. In connection with entering into this lease agreement, Legacy Celularity issued a letter of credit of $ 14,722 which is classified as restricted cash (non-current) on the condensed consolidated balance sheets as of September 30, 2022 and December 31, 2021 . The lease agreement allows for a landlord provided tenant improvement allowance of $ 14,722 to be applied to the costs of the construction of the leasehold improvements. The Company is not the legal owner of the leased space. However, in accordance with ASC 840, Leases , the Company was deemed to be the owner of the leased space, including the building shell, during the construction period because of the Company’s expected level of direct financial and operational involvement in the substantial tenant improvement. As discussed in Note 2, leases previously identified as build-to-suit leases were derecognized pursuant to the transition guidance provided for build-to-suit leases in ASU 2016-02. The impact of the adoption of ASC 842 is as follows: Balance as of December 31, 2021 Adjustments due to adoption of ASC 842 Balance as of January 1, 2022 Assets Property and equipment, net $ 90,625 $ ( 12,421 ) $ 78,204 Operating lease right-of-use-assets - 13,001 13,001 Liabilities Current lease liabilities - operating - - - Current portion of financing obligation 3,051 ( 3,051 ) - Noncurrent lease liabilities - operating - 27,723 27,723 Financing obligations 28,085 ( 28,085 ) - Stockholders' equity Accumulated deficit ( 663,681 ) 3,993 ( 659,688 ) The components of the Company’s lease costs are classified on its condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Operating lease cost $ 759 $ 2,278 Variable lease cost 448 1,140 Total operating lease cost $ 1,207 $ 3,418 Short term lease cost $ 46 $ 126 The table below shows the cash and non-cash activity related to the Company’s lease liabilities during the period: Nine Months Ended September 30, 2022 Cash paid related to lease liabilities: Operating cash flows from operating leases $ 2,125 Non-cash lease liability activity: Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - As of September 30, 2022, the maturities of the Company’s operating lease liabilities were as follows: 2022 (remaining three months) $ 708 2023 2,895 2024 2,969 2025 3,042 2026 3,116 2027 3,190 Thereafter 70,342 Total lease payments 86,262 Less imputed interest ( 58,345 ) Total $ 27,917 As of September 30, 2022, the weighted average remaining lease term of the Company’s operating lease was 23.4 years, and the weighted average discount rate used to determine the lease liability for the operating lease was 11.12 % . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10. Commitments and Contingencies Contingent Consideration Related to Business Combinations In connection with Legacy Celularity’s acquisition of HLI Cellular Therapeutics, LLC and Anthrogenesis, the Company has agreed to pay future consideration to the sellers upon the achievement of certain regulatory and commercial milestones. As a result, the Company recorded $ 158,781 and $ 232,222 as contingent consideration as of September 30, 2022 and December 31, 2021, respectively. See Note 4 for further discussion. Indemnification Agreements In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and its executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and has not accrued any liabilities related to such obligations in its condensed consolidated financial statements as of September 30, 2022 or December 31, 2021. Agreement with Palantir Technologies Inc. On May 5, 2021, Legacy Celularity executed a Master Subscription Agreement with Palantir under which it will pay $ 40,000 over five years for access to Palantir’s Foundry platform along with certain professional services. The Company utilizes Palantir’s Foundry platform to secure deeper insights into data obtained from the Company’s discovery and process development, as well as manufacturing and biorepository operations. For the nine months ended September 30, 2022 and 2021 , the Company has recorded costs of $ 6,000 and $ 2,500 , respectively, on a straight-line basis related to this agreement, which was included as a component of research and development expense in the condensed consolidated statements of operations. Sirion License Agreement In December 2021, the Company entered into a license agreement (“Sirion License”) with Sirion Biotech GmbH (“Sirion”). Under the Sirion License, Sirion granted the Company a license related to patent rights and know-how associated with poloxamers (“Licensed Product”). As part of the Sirion License, the Company paid Sirion $ 136 as an upfront fee, a $ 113 annual maintenance fee and may owe up to $ 5,099 related to clinical and regulatory milestones for each Licensed Product during the term. The Company also agreed to pay Sirion low-single digit royalties on net sales on a Licensed Product-by-Licensed Product and country-by-country basis and until the later of: (i) expiration of the last to expire valid claim of the patents covering such Licensed Product, and (ii) 10 years after first Commercial Sale of a Licensed Product. In addition, the Sirion License is subject to termination rights including for termination for material breach and by the Company for convenience upon 30 days written notice. During the nine months ended September 30, 2022, no milestones have been achieved. Legal Proceedings At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings. On March 24, 2021, CTH Biosourcing LLC (“CTH”) filed a petition and request for disclosure in the District Court of Travis County, Texas seeking declaratory relief challenging Legacy Celularity’s for-cause termination of a Tissue Procurement Agreement (“TPA”). During the fourth quarter of 2021, the Company entered into a tri-party settlement (the “Settlement Agreement”) with CTH and the CariCord participating shareholders, as interested parties, in which the Company agreed to amend the TPA in exchange for a full release of all claims underlying the aforementioned litigation. In addition, the Company issued 743,771 shares of Class A Common Stock to the CariCord participating shareholders, with an estimated fair value of $ 5,333 in exchange for a full release. Pursuant to the Settlement Agreement, the CariCord participating shareholders are entitled to receive up to an additional 371,885 shares of Class A Common Stock if certain procurement targets are met by CTH under the TPA during a specified period of two years from the effective date of the Settlement Agreement. As of December 31, 2021, these procurement targets were not probable of being achieved. As of September 30, 2022, the Company considered it probable that certain procurement targets would be met under the Settlement Agreement, resulting in a liability with an estimated fair value of $ 415 (see Note 4). Due to changes in the Company’s common share price and the contingent nature of these procurement targets, the Company cannot predict the amount of such potential issuances. |
Equity
Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Equity | 11. Equity Common Stock As of September 30, 2022 , the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 730,000,000 shares of $ 0.0001 par value Class A Common Stock. Voting Power Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of common stock possess all voting power for the election of the Company’s directors and all other matters requiring stockholder action. Holders of common stock are entitled to one vote per share on matters to be voted on by stockholders. Dividends Holders of Class A Common Stock will be entitled to receive such dividends, if any, as may be declared from time to time by the Company’s board of directors in its discretion out of funds legally available therefor. In no event will any stock dividends or stock splits or combinations of stock be declared or made on common stock unless the shares of common stock at the time outstanding are treated equally and identically. Liquidation, Dissolution and Winding Up In the event of the Company’s voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the common stock will be entitled to receive an equal amount per share of all of the Company’s assets of whatever kind available for distribution to stockholders, after the rights of the holders of the preferred stock have been satisfied. Preemptive or Other Rights The Company’s stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to common stock. Election of Directors The Company’s board of directors is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term, except with respect to the election of directors at the special meeting held in connection with the merger with GX, Class I directors are elected to an initial one-year term (and three-year terms subsequently), the Class II directors are elected to an initial two-year term (and three-year terms subsequently) and the Class III directors are elected to an initial three-year term (and three-year terms subsequently). There is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50 % of the shares voted for the election of directors can elect all of the directors. Preferred Stock The Company’s certificate of incorporation authorized 10,000,000 shares of preferred stock and provides that shares of preferred stock may be issued from time to time in one or more series. The Company’s board of directors is authorized to fix the voting rights, if any, designations, powers and preferences, the relative, participating, optional or other special rights, and any qualifications, limitations and restrictions thereof, applicable to the shares of each series of preferred stock. The Company’s board of directors is able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of common stock and could have anti-takeover effects. The ability of the Company’s board of directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of Celularity or the removal of existing management. As of September 30, 2022 and December 31, 2021 , the Company does no t have any outstanding preferred stock. May 2022 PIPE On May 18, 2022, the Company entered into a securities purchase agreement with an institutional accredited investor providing for the private placement of (i) 4,054,055 shares of Class A Common Stock and (ii) accompanying warrants to purchase up to 4,054,055 shares of Class A Common Stock (the “May 2022 PIPE Warrants”), for $ 7.40 per share and accompanying warrant, or an aggregate purchase price of approximately $ 30,000 gross, or $ 27,396 net of related costs of $ 2,604 which were recorded as a reduction to additional paid-in-capital. The net proceeds were allocated to the warrant liability as noted below with the remainder of $ 7,651 recorded in additional paid-in capital. Each warrant has an exercise price of $ 8.25 per share, is immediately exercisable, will expire on May 20, 2027 ( five years from the date of issuance) (the “May 2022 PIPE Financing”). The closing of the May 2022 PIPE Financing occurred on May 20, 2022 . In the event of certain fundamental transactions involving the Company, the holders of May 2022 PIPE Warrants may require the Company to make a payment based on a Black-Scholes valuation, using specified inputs that are not considered indexed to the Company’s stock in accordance with ASC 815. Therefore, the Company accounted for the Warrants as liabilities and were recorded at the Closing Date fair value $ 19,745 which was based on a Black-Scholes option pricing model. The remainder of the proceeds were allocated to the Class A common stock issued and recorded as a component of equity. ATM Agreement On September 8, 2022, the Company entered into an At-the-Market Sales Agreement (the “ATM Agreement”) with BTIG, LLC, Oppenheimer & Co. Inc. and B. Riley Securities, Inc., acting as sales agents and/or principals, pursuant to which the Company may offer and sell, from time to time in its sole discretion, shares of its common stock, having an aggregate offering price of up to $ 150,000 , subject to certain limitations as set forth in the ATM Agreement. The Company is not obligated to make any sales of shares under the ATM Agreement. Any shares offered and sold in the at-the-market offering will be issued pursuant to the Company’s effective shelf registration statement on Form S-3 and the related prospectus supplement. Under the ATM Agreement, the sales agents may sell shares of common stock by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. The Company will pay the sales agents a commission rate of up to 3 % of the gross sales proceeds of any shares sold and has agreed to provide the sales agents with customary indemnification, contribution and reimbursement rights. The ATM Agreement contains customary representations and warranties and conditions to the placements of the shares pursuant thereto. During the three and nine months ended September 30, 2022, the Company received gross and net proceeds of $ 4,570 and $ 4,131 , respectively, from the sale of 1,817,830 shares of its common stock at an average price of $ 2.51 per share under the ATM Agreement, which was recorded in additional paid-in capital . Warrants On March 1, 2022, Celularity and certain of the related party investors amended and restated the investors’ respective Legacy Celularity Warrants (the “A&R Warrants”) to (i) reduce the exercise price per share from $ 7.53 per share to $ 3.50 per share, subject to adjustment as set forth in the A&R Warrants, (ii) remove the transfer restrictions set forth in the A&R Warrants, and (iii) make other changes reflecting the impact of the business combination. In conjunction with the amendment, those investors exercised 13,281,386 of the A&R Warrants in exchange for 13,281,386 shares of Class A Common Stock for gross proceeds of $ 46,485 . The Company accounted for the amendment as a cost to issue equity with the incremental fair value of $ 15,985 related to the amendment recognized as an offset to the proceeds received. However, because these were equity classified warrants, the net impact to the condensed consolidated statements of convertible preferred stock and stockholders’ equity (deficit) was zero. As of September 30, 2022, the Company had 33,458,460 outstanding warrants to purchase Class A Common Stock. A summary of the warrants is as follows: Number of Exercise Expiration Dragasac Warrant 6,529,818 $ 6.77 * March 16, 2025 Public Warrants 14,374,588 $ 11.50 July 16, 2026 Sponsor Warrants 8,499,999 $ 11.50 July 16, 2026 May 2022 PIPE Warrants 4,054,055 $ 8.25 May 20, 2027 33,458,460 * The exercise price is the lessor of $ 6.77 per share or 80 % of either (i) the value attributed to one share of Legacy Celularity Series B Preferred Stock upon consummation of a change in control or the closing of a strategic transaction or (ii) the price at which one share of common stock is sold to the public market in an initial public offering. The Company may call the Public Warrants for redemption (excluding the Sponsor Warrants), in whole and not in part, at a price of $ 0.01 per warrant: • at any time while the Public Warrants are exercisable, • upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, • if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing. The Sponsor Warrants are identical to the Public Warrants underlying the units sold in GX’s initial public offering, except that the Sponsor Warrants and the common shares issuable upon the exercise of the Sponsor Warrants were not transferable, assignable or salable until after the completion of the Business Combination, subject to certain limited exceptions. Additionally, the Sponsor Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Sponsor Warrants are held by someone other than the initial purchasers or their permitted transferees, the Sponsor Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the Public Warrants and Sponsor Warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A common shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. The Public Warrants and Sponsor Warrants are liability classified and the changes in their fair value are recognized on the condensed consolidated statements of operations. See Note 4 for further details. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 12. Stock-Based Compensation 2021 Equity Incentive Plan In July 2021, the Company’s board of directors adopted, and the Company’s stockholders approved the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of incentive stock options (“ISOs”) to employees and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees, directors and consultants. The number of shares of Class A Common Stock initially reserved for issuance under the 2021 Plan is 20,915,283 . As of September 30, 2022, 14,847,802 shares remain available for future grant under the 2021 Plan. The number of shares reserved for issuance will automatically increase on January 1 of each year, for a period of 10 years, from January 1, 2022 through January 1, 2031, by 4 % of the total number of shares of Celularity capital stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may be determined by the Company’s board of directors. Shares subject to stock awards granted under the 2021 Plan that expire or terminate without being exercised in full, or that are paid out in cash rather than in shares, will not reduce the number of shares available for issuance under the 2021 Plan. Additionally, shares issued pursuant to stock awards under the 2021 Plan that are repurchased or forfeited, as well as shares that are reacquired as consideration for the exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become available for future grant under the 2021 Plan. The 2021 Plan is administered by the Company’s board of directors. The Company’s board of directors, or a duly authorized committee thereof, may delegate to one or more officers the authority to (i) designate employees other than officers to receive specified stock awards and (ii) determine the number of shares to be subject to such stock awards. Subject to the terms of the 2021 Plan, the plan administrator has the authority to determine the terms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares subject to each stock award, the fair market value of a share, the vesting schedule applicable to the awards, together with any vesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms and conditions of the award agreements for use under the 2021 Plan. The plan administrator has the power to modify outstanding awards under the 2021 Plan. Subject to the terms of the 2021 Plan and in connection with a corporate transaction or capitalization adjustment, the plan administrator may not reprice or cancel and regrant any award at a lower exercise price, strike price or purchase price or cancel any award with an exercise price, strike price or purchase price in exchange for cash, property or other awards without first obtaining the approval of the Company’s stockholders. 2017 Equity Incentive Plan The 2017 Equity Incentive Plan (the “2017 Plan”) adopted by Legacy Celularity’s board of directors and approved by Legacy Celularity’s stockholders provided for Legacy Celularity to grant stock options to employees, directors and consultants of Legacy Celularity. In connection with the closing of the Business Combination and effectiveness of the 2021 Plan, no further grants will be made under the 2017 Plan. The total number of stock options that could have been issued under the 2017 Plan was 32,342,049 . Shares that expired, forfeited, canceled or otherwise terminated without having been fully exercised were available for future grant under the 2017 Plan. The 2017 Plan is administered by the Company’s board of directors or, at the discretion of the Company’s board of directors, by a committee of the board of directors. The exercise prices, vesting and other restrictions were determined at the discretion of Legacy Celularity’s board of directors, or its committee if so delegated, except that the exercise price per share of stock options could not be less than 100 % of the fair market value of the share of common stock on the date of grant and the term of stock option could not be greater than ten years . Stock options granted to employees, officers, members of the board of directors and consultants typically vested over a three or four year period. Stock Option Valuation Awards with Service Conditions The fair value of each option is estimated on the date of grant using a Black-Scholes option pricing model that takes into account inputs such as the exercise price, the estimated fair value of the underlying common stock at grant date, expected term, expected stock price volatility, risk-free interest rate, and dividend yield. The fair value of each grant of stock options was determined by the Company using the methods and assumptions discussed below. Certain of these inputs are subjective and generally required judgment to determine. • The expected term of employee stock options with service-based vesting is determined using the “simplified” method, whereby the expected life equals the arithmetic average of the vesting term and the original contractual term of the option due to the Company’s lack of sufficient historical data. The expected term of non-employee options is equal to the contractual term. • The expected stock price volatility is based on historical volatilities of comparable public entities within the Company’s industry. • The risk-free interest rate is based on the interest rate payable on U.S. Treasury securities in effect at the time of grant for a period that is commensurate with the respective expected term or contractual term. • The expected dividend yield is 0 % because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock. The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted during the nine months ended September 30, 2022: Risk-free interest rate 2.6 % Expected term (in years) 5.9 Expected volatility 77.1 % Expected dividend yield 0 % The weighted average grant-date fair value per share of stock options granted during the nine months ended September 30, 2022 and year ended December 31, 2021 was $ 5.60 and $ 4.13 , respectively. The following table summarizes option activity with service conditions under the 2021 Plan and the 2017 Plan: Options Weighted Weighted Aggregate Balance at January 1, 2022 24,064,586 $ 4.23 7.4 $ 56,525 Granted 3,237,347 $ 8.22 Exercised ( 941,877 ) $ 0.80 Forfeited ( 274,107 ) $ 6.17 Outstanding at September 30, 2022 26,085,949 $ 4.83 6.47 $ 17,340 Vested and expected to vest September 30, 2022 26,085,949 $ 4.83 6.47 $ 17,340 Exercisable at September 30, 2022 20,589,485 $ 3.95 5.77 $ 17,340 The aggregate intrinsic value of options is calculated as the difference between the exercise price of the stock options and the fair value of Class A Common Stock for those options that had exercise prices lower than the fair value of Class A Common Stock. During the nine months ended September 30, 2022, the aggregate intrinsic value was $ 587 for the stock options exercised. The Company recorded stock-based compensation expense of $ 3,280 and $ 7,602 for the three and nine months ended September 30, 2022, respectively. As of September 30, 2022, unrecognized compensation cost for options issued with service conditions was $ 28,596 , and will be recognized over an estimated weighted-average amortization period of 2.75 years. Awards with Market Conditions The Company awarded options to acquire a total of 2,469,282 shares with an exercise price of $ 6.32 to the Company’s President in connection with the commencement of his employment. The grant was comprised of four equal tranches, which award will vest in up to five equal installments in respect of achieving certain share price targets between the third and fourth anniversary of the effective date , subject to his continued employment with the Company. The fair value of the President’s award was determined based upon a Monte Carlo simulation valuation model. The Company’s President resigned effective August 31, 2022, and the President’s award was terminated at such time and a consulting agreement was signed thereafter, refer to Note 16 for further details. The Company previously recognized $ 869 in stock-based compensation expense through the six months ended June 30, 2022 prior to resignation, which was reversed during the three months ended September 30, 2022. Awards with Performance Conditions In connection with the advisory agreement signed with Robin L. Smith, MD (see Note 16), the Company awarded options to acquire a total of 1,050,000 shares with an exercise price of $ 2.99 to Dr. Smith, a member of the Company’s board. The initial tranche of 250,000 stock options vested upon execution of the advisory agreement on August 16, 2022. The remaining 800,000 stock options are subject to vesting upon achievement of certain predefined milestones in relation to the expansion of the degenerative disease business. The fair value of the award was determined based on a Black-Scholes option-pricing model. The Company's grant date fair value assumptions were 79.9 % expected volatility, 2.95 % risk-free interest rate, 5 year expected term, and 0 % expected dividend yield. The Company recorded stock-based compensation on the initial tranche of $ 489 for the three and nine months ended September 30, 2022. As of September 30, 2022 , the remaining unrecognized compensation cost was $ 1,567 , and will be recognized upon probable achievement of the milestones. On November 1, 2022, the second tranche of stock options vested upon achievement of the milestone. Restricted Stock Units The Company issues restricted stock units (“RSUs”) to employees that generally vest over a two-year period with 50 % of awards vesting after 1 year and then the remaining 50 % vesting after 2 years. Any unvested shares will be forfeited upon termination of services. The fair value of an RSU is equal to the fair market value price of the Company’s common stock on the date of grant. RSU expense is amortized straight-line over the vesting period. The following table summarizes activity related to RSU stock-based payment awards: Number of shares Weighted Outstanding at December 31, 2021 474,700 $ 7.20 Granted 2,115,493 $ 8.11 Forfeited ( 63,244 ) $ 8.08 Outstanding at September 30, 2022 2,526,949 $ 7.94 The Company recorded stock-based compensation expense of $ 1,619 and $ 3,379 for the three and nine months ended September 30, 2022, respectively, related to RSUs. As of September 30, 2022, the total unrecognized expense related to all RSUs was $ 16,479 , which the Company expects to recognize over a weighted-average period of 2.75 years. Stock-Based Compensation Expense The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 126 $ 12 $ 294 $ 44 Research and development 661 2,682 1,650 10,345 Selling, general and administrative 3,732 6,186 9,526 27,688 $ 4,519 $ 8,880 $ 11,470 $ 38,077 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Revenue Recognition | 13. Revenue Recognition The following table provides information about disaggregated revenue by product and services: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Product sales and rentals, net $ 1,041 $ 849 $ 2,920 $ 2,734 Processing and storage fees, net 1,405 1,343 4,061 4,204 License, royalty and other 1,689 8,430 6,865 9,541 Net revenue $ 4,135 $ 10,622 $ 13,846 $ 16,479 The following table provides changes in deferred revenue from contract liabilities: 2022 2021 Balance at January 1 $ 4,067 $ 12,449 Deferral of revenue* 3,699 3,528 Recognition of unearned revenue** ( 3,405 ) ( 12,161 ) Balance at September 30 $ 4,361 $ 3,816 * Deferral of revenue resulted from payments received in advance of performance under the biobanking services storage contracts that are recognized as revenue under the contract as performance is completed. ** During the third quarter of 2021, the Company terminated the license agreement with Sanuwave due to an uncured material breach. As a result, the Company recognized the remaining deferred revenue of $ 6,754 that was to be recognized on a straight-line basis over the non-cancelable term of the license agreement. Services The Company recognizes revenue separately for biobanking collection and processing services and storage services. Revenue from process fees is recognized at the point in time of the successful completion of processing. Revenue from storage services is recognized ratably over the contractual storage period. The portion of the 18 - and 25-year contract storage periods that are being recognized over the contractual storage period are included in deferred revenue in the condensed consolidated balance sheets and is classified as current if the Company expects to recognize the related revenue over the next 12 months from the balance sheet date. The Company uses list prices to recognize revenue. Promotional discounts and other various incentives are estimated using the expected value method and are recognized in the same period the underlying revenue transaction is recognized. Product sales and rentals and license, royalty and other revenues The Company’s direct sales of degenerative disease products are included in product sales and rentals while sales through the Company’s network of distribution partners are included in license, royalty and other revenues. The Company recognizes revenue for the sale of its Biovance ®, Interfyl ®, Biovance 3L ® and Centaflex ® products when the customer obtains control of the Company’s product based on the contractual shipping terms of a contract. Variable consideration (such as rebates, discounts and other deductions) is estimated using the expected value method and are recognized as revenue when the Company transfer control to the customers. In addition, the Company offers volume-based discounts, rebates and prompt pay discounts and other various incentives which are estimated under the expected value method and recognized as a reduction in revenue in the same period the underlying revenue transaction is recognized. Under the license agreement with Sanuwave which acquired certain assets comprising its MIST ® /UltraMIST ® business, the Company received a quarterly license fee and a defined royalty on each product sold. The nine months ended September 30, 2021 , included the recognition of the quarterly license fee in license, royalty and other revenues. During the third quarter of 2021, the license agreement with Sanuwave was terminated due to an uncured material breach. |
License and Distribution Agreem
License and Distribution Agreements | 9 Months Ended |
Sep. 30, 2022 | |
License And Distribution Agreements [Abstract] | |
License And Distribution Agreements | 14. License and Distribution Agreements Sorrento Therapeutics, Inc. License and Transfer Agreement The Company and Sorrento are party to a License and Transfer Agreement for the exclusive worldwide license to CD19 CAR-T constructs for use in placenta-derived cells and/or cord blood-derived cells for the treatment of any disease or disorder (the “2020 Sorrento License Agreement”). The Company retains the right to sublicense the rights granted under the agreement with Sorrento’s prior written consent. As consideration for the license, the Company is obligated to pay Sorrento a royalty equal to low single-digit percentage of net sales (as defined within the agreement) and a royalty equal to low double-digit percentage of all sublicensing revenues (as defined within the agreement). The 2020 Sorrento License Agreement will remain in effect until terminated by either the Company or Sorrento for uncured material breach upon 90 days written notice or, after the first anniversary of the effective date of the 2020 Sorrento License Agreement, by the Company for convenience upon six months’ written notice to Sorrento. The Company and Sorrento are actively negotiating a new supply agreement related to the 2020 Sorrento License Agreement. The 2020 Sorrento Term Sheet details certain aspects of this supply agreement, including pricing terms on material and/or licensed product supplied under the 2020 Sorrento License Agreement. The Company did no t incur incentive payments related to the 2020 Sorrento Term Sheet. Genting Innovation PTE LTD Distribution Agreement On May 4, 2018, concurrently with Dragasac’s equity investment in Legacy Celularity, Legacy Celularity entered into a distribution agreement with Genting Innovation PTE LTD (“Genting”) pursuant to which Genting was granted supply and distribution rights to certain Company products in select Asia markets (the “Genting Agreement”). The Genting Agreement grants Genting limited distribution rights to the Company’s then-current portfolio of degenerative disease products and provides for the automatic rights to future products developed by or on behalf of the Company. The term of the Genting Agreement was renewed on January 31, 2022, and automatically renews for successive 12-month terms unless Genting provides written notice of its intention not to renew at least three months prior to a renewal term or the Genting Agreement is otherwise terminated by either party for cause. Genting and Dragasac are both direct subsidiaries of Genting Berhad, a public limited liability company incorporated and domiciled in Malaysia. Celgene Corporation License Agreement The Company is party to a license agreement with Celgene (the “Celgene Agreement”) pursuant to which the Company granted Celgene two separate licenses to certain intellectual property. The Celgene Agreement grants Celgene a royalty-free, fully-paid up, worldwide, non-exclusive license to the certain intellectual property (“IP”) for pre-clinical research purposes in all fields and a royalty-free, fully-paid up, worldwide license, with the right to grant sublicenses, for the development, manufacture, commercialization and exploitation of products in the field of the construction of any CAR, the modification of any T-lymphocyte or NK cell to express such a CAR, and/or the use of such CARs or T-lymphocytes or NK cells for any purpose, including prophylactic, diagnostic, and/or therapeutic uses thereof. The Celgene Agreement will remain in effect until its termination by either party for cause. Exclusive Supply and Distribution Agreements On May 7, 2021, Legacy Celularity entered into a six-year supply and distribution agreement with Arthrex, Inc. (“Arthrex”) whereby Arthrex would receive exclusive rights to distribute and commercialize the Company’s placental-derived biomaterial products for orthopedics and sports medicine in the United States. Under the Arthrex Supply and Distribution Agreement, the Company and Arthrex will establish a joint steering committee to oversee commercialization activities of the products. Membership of the joint steering committee will be comprised of an equal number of employees of each respective party. On September 1, 2021, the Company entered into a three-year supply and distribution agreement with Evolution Biologyx, LLC (“Evolution”) that includes an exclusive Interfyl license for the distribution and commercialization within the United States within any medical specialty where Interfyl is administered in an in-office or in-patient setting and is reimbursed through Medicare Part B or any successor, equivalent or similar category established by the Center for Medicare Services or other government authority, except in the medical specialty of orthopedic surgery excluding trauma or spine applications in the medical specialty or orthopedic or neurologic surgery (the “Evolution Supply and Distribution Agreement”). The Evolution Supply and Distribution Agreement will automatically renew for terms of two-year periods unless either party gives notice of non-renewal at least 12 months in advance of the current term. Per the terms of the Evolution Supply and Distribution Agreement, Evolution will forfeit its exclusive license if it fails to purchase a minimum dollar amount of product. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 15. Segment Information The Company regularly reviews its segments and the approach used by management to evaluate performance and allocate resources. Prior to the third quarter of 2020, Legacy Celularity managed operations as one segment. The Company manages its operations through an evaluation of three distinct business segments: Cell Therapy, Degenerative Disease, and BioBanking. This change was prompted by certain organizational and personnel changes. The chief operating decision maker uses the revenues and earnings (losses) of the operating segments, among other factors, for performance evaluation and resource allocation among these segments. The reportable segments were determined based on the distinct nature of the activities performed by each segment. Cell Therapy broadly refers to therapies the Company is researching and developing. Therapies being researched are unproven and in various phases of development. Degenerative Disease produces, sells and licenses products used in surgical and wound care markets. Biobanking collects stem cells from umbilical cords and placentas and provides storage of such cells on behalf of individuals for future use. The Company manages its assets on a total company basis, not by operating segment. Therefore, the chief operating decision maker does not regularly review any asset information by operating segment and, accordingly, asset information is not reported by operating segment. Total assets were $ 437,116 and $ 414,128 as of September 30, 2022 and December 31, 2021, respectively. Financial information by segment for the three months ended September 30, 2022 and 2021 is as follows: Three Months Ended September 30, 2022 Cell BioBanking Degenerative Other Total Net sales $ - $ 1,405 $ 2,730 $ - $ 4,135 Gross profit - 506 ( 3,584 ) - ( 3,078 ) Direct expenses 19,863 432 3,194 11,965 35,454 Segment contribution $ ( 19,863 ) $ 74 $ ( 6,778 ) ( 11,965 ) ( 38,532 ) Indirect expenses ( 32,886 ) (a) ( 32,886 ) Loss from operations $ ( 5,646 ) (a) Components of other Change in fair value of contingent consideration liability ( 33,243 ) Change in fair value of contingent stock consideration ( 196 ) Amortization 553 Total other $ ( 32,886 ) Three Months Ended September 30, 2021 Cell BioBanking Degenerative Other Total Net sales $ - $ 1,343 $ 9,279 $ - $ 10,622 Gross profit - 420 7,891 - 8,311 Direct expenses 22,690 505 2,601 19,613 45,409 Segment contribution $ ( 22,690 ) $ ( 85 ) $ 5,290 ( 19,613 ) ( 37,098 ) Indirect expenses ( 47,996 ) (b) ( 47,996 ) Income from operations $ 10,898 (b) Components of other Change in fair value of contingent consideration liability ( 48,549 ) Amortization 553 Total other $ ( 47,996 ) Financial information by segment for the nine months ended September 30, 2022 and 2021 is as follows: Nine Months Ended September 30, 2022 Cell BioBanking Degenerative Other Total Net sales $ - $ 4,061 $ 9,785 $ - $ 13,846 Gross profit - 949 ( 1,521 ) - ( 572 ) Direct expenses 65,896 1,314 7,832 38,857 113,899 Segment contribution $ ( 65,896 ) $ ( 365 ) $ ( 9,353 ) ( 38,857 ) ( 114,471 ) Indirect expenses ( 71,386 ) (c) ( 71,386 ) Loss from operations $ ( 43,085 ) (c) Components of other Change in fair value of contingent consideration liability ( 73,441 ) Change in fair value of contingent stock consideration 415 Amortization 1,640 Total other $ ( 71,386 ) Nine Months Ended September 30, 2021 Cell BioBanking Degenerative Other Total Net sales $ - $ 4,204 $ 12,275 $ - $ 16,479 Gross profit - 1,986 9,500 - 11,486 Direct expenses 61,082 1,499 6,765 52,453 121,799 Segment contribution $ ( 61,082 ) $ 487 $ 2,735 ( 52,453 ) ( 110,313 ) Indirect expenses ( 16,205 ) (d) ( 16,205 ) Loss from operations $ ( 94,108 ) (d) Components of other Change in fair value of contingent consideration liability ( 17,845 ) Amortization 1,640 Total other $ ( 16,205 ) |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions Consulting Agreement with Dr. Andrew Pecora On September 1, 2017, Legacy Celularity entered into a scientific and clinical advisor agreement (the “SAB Agreement”) with Dr. Andrew Pecora, a member of Legacy Celularity’s board of directors, for the provision of consulting and advisory services. The SAB Agreement was superseded by a new SAB Agreement executed by Legacy Celularity on February 1, 2019. On April 13, 2020, Legacy Celularity executed the First Amendment of the SAB Agreement with Dr. Pecora. The term of the First Amendment was six months. It provided for the payment of $ 20 per month and the issuance of a stock option to purchase 153,718 shares of Legacy Celularity’s common stock. This consideration was in addition to consideration defined in prior agreements. Upon the execution of the agreement, 76,859 of the options were vested. The remaining 76,859 options were vested upon Dr. Pecora’s achievement of a performance objective. On October 15, 2020, Legacy Celularity executed the Second Amendment to the SAB Agreement with Dr. Pecora. Under the Second Amendment, Dr. Pecora agreed to provide Legacy Celularity with strategic advice on clinical development operations and strategy and assist in establishing a long-range clinical development plan. Compensation under the arrangement includes: (i) cash consideration of $ 20 per month, (ii) a one-time cash bonus of $ 50 upon consummation of a merger, combination, consolidation or similar transaction involving Legacy Celularity in relation to a transaction with GX, (iii) a non-qualified stock option to purchase 153,718 shares of Legacy Celularity’s common stock. This non-qualified stock option was granted during the second quarter of 2021. The original expiration of the Second Amendment was January 31, 2021. On January 31, 2021, the Company executed the amended and restated second amendment to the SAB Agreement which extended the term of the Second Amendment to September 30, 2021, unless earlier terminated by the Company for cause. Pursuant to the SAB Agreements, the Company paid Dr. Pecora $ 370 for the nine months ended September 30, 2021. On September 15, 2021, the Company hired Dr. Pecora to serve as President. Upon hiring Dr. Pecora, the SAB Agreement was terminated. Effective August 31, 2022, Dr. Pecora resigned as the Company’s President, and subsequently entered into a consulting agreement with the Company dated September 21, 2022, to receive a $ 10 monthly fee for an initial six-month term and will be automatically renewed for one additional six- month term if either party does not provide notice of non-renewal. Simultaneously, the Company entered into a SAB Agreement, effective as of September 1, 2022, whereby Dr. Pecora agreed to serve as co-chair of the Company’s scientific and clinical advisory board for a $ 10 monthly fee and a one-time grant of RSUs having a value of $ 125 on the grant date and will vest equally over four years . The SAB Agreement has a one-year term and may be renewed for successive one-year terms upon mutual agreement of both parties. The Company paid Dr. Pecora total fees of $ 20 for the three and nine months ended September 30, 2022. Advisory Agreement with Robin L. Smith MD On August 16, 2022, the Company entered into an advisory agreement with Robin L. Smith, MD, a member of the Company’s board of directors, to receive $ 20 per month for advisory fees, an equity grant for a total amount of 1,050,000 stock options with the initial tranche of 250,000 stock options vesting upon execution of the advisory agreement and the remaining shares subject to vesting upon achievement of certain predefined milestones. The agreement also provides for a one-time cash bonus of $ 1,500 upon the successful achievement of the trigger event, as defined in the agreement. The Company paid advisory fees of $ 20 for the three and nine months ended September 30, 2022. CURA Foundation During the nine months ended September 30, 2022 and 2021 , the Company made $ 0 and $ 500 , respectively, in contributions to the CURA Foundation in support of the International Vatican. Dr. Robin L. Smith serves on the Company’s board of directors, previously served on the board of directors of Legacy Celularity and is the president and chairperson of the board of the CURA Foundation. COTA, Inc In November 2020, Legacy Celularity and COTA, Inc. (“COTA”) entered into an Order Schedule (the “Order Schedule No. 2”), to the Master Data License Agreement between Legacy Celularity and COTA, dated October 29, 2018, pursuant to which COTA will provide the licensed data in connection with AML patients. The COTA Order Schedule No. 2 will terminate on the one-year anniversary following the final licensed data deliverable described therein. Andrew Pecora, M.D., Celularity’s President, is the Founder and Chairman of the Board of COTA and Dr. Robin L. Smith, a member of the Company’s Board, is an investor in COTA. The Company paid COTA $ 86 and $ 149 for the nine months ended September 30, 2022 and 2021, respectively. Cryoport Systems, Inc During the nine months ended September 30, 2022 and 2021 , the Company made payments totaling $ 56 and $ 78 , respectively to Cryoport Systems, Inc (“Cryoport”) for transportation of cryopreserved materials. The Company’s Chief Executive Officer and director, Dr. Robert Hariri, M.D, Ph.D., has served on Cryoport’s board of directors since September 2015. Sorrento Therapeutics, Inc. In September 2020, the Company entered into the 2020 Sorrento Agreement, with Sorrento. Henry Ji, Ph.D., a member of Legacy Celularity’s board of directors, currently serves as President and Chief Executive Officer of Sorrento. Sorrento is also a significant stockholder of the Company and invested in the July 2021 PIPE Financing. During the nine months ended September 30, 2022 and 2021 , the Company made payments totaling $ 1,821 and $ 0 , respectively, to Sorrento for supply of products pursuant to the supply agreement. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events For its condensed consolidated financial statements as of September 30, 2022, the Company has evaluated subsequent events through November 10, 2022 , the date on which these financial statements were issued, and there are no items requiring additional disclosure. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The Company’s unaudited condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The unaudited condensed consolidated financial statements include the accounts of wholly owned subsidiaries, after elimination of intercompany accounts and transactions. The unaudited condensed consolidated financial information presented herein reflects all financial information that, in the opinion of management, is necessary for a fair statement of consolidated financial position, results of operations and cash flows for the periods presented. The Company’s condensed consolidated financial statements are prepared in accordance with the U.S. Securities and Exchange Commission’s rules for the presentation of interim financial statements, which permit certain disclosures to be condensed or omitted. These financial statements should be read in conjunction with the Company’s annual financial statements as of and for the year ended December 31, 2021. In the opinion of management, the accompanying interim financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the financial statements) considered necessary to present fairly the Company’s financial position as of September 30, 2022, and its results of operations, statement of changes in stockholder’s equity (deficit) and cash flows for the nine months ended September 30, 2022 and 2021. Operating results for the three and nine months ended September 30, 2022, are not necessarily indicative of the results that may be expected for the year ending December 31, 2022 . The interim financial statements, presented herein, do not contain the required disclosures under GAAP for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s annual audited financial statements and related notes as of and for the year ended December 31, 2021 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022, as amended July 15, 2022, (the “2021 Form 10-K”). |
Use of Estimates | Use of Estimates The preparation of the Company’s condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements, and the reported amounts of expenses during the reporting period. Significant estimates and assumptions reflected in these condensed consolidated financial statements include, but are not limited to, assumptions related to the Company’s goodwill and intangible impairment assessment, the valuation of inventory, contingent consideration, short-term debt, and contingent stock consideration, determination of incremental borrowing rates, accrual of research and development expenses, and the valuations of stock options and stock warrants. The Company based its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. |
Fair Value Measurements | Fair Value Measurements Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: Level 1 — Quoted prices in active markets for identical assets or liabilities. Level 2 — Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. Level 3 — Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. |
Leases | Leases In accordance with Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842) (“ASU 2016-02” or “ASC 842”), the Company classifies leases at the lease commencement date. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the circumstances present. Leases with a term greater than one year will be recognized on the condensed consolidated balance sheets as right-of-use assets (“ROU”), lease liabilities, and if applicable, long-term lease liabilities. The Company includes renewal options to extend the lease in the lease term where it is reasonably certain that it will exercise these options. Lease liabilities and the corresponding ROU are recorded based on the present values of lease payments over the terms. The interest rate implicit in lease contracts is typically not readily determinable. As such, the Company utilizes the appropriate incremental borrowing rates, which are the rates that would be incurred to borrow on a collateralized basis, over similar terms, amounts equal to the lease payments in a similar economic environment. Variable payments that do not depend on a rate or index are not included in the lease liability and are recognized as incurred. Lease contracts do not include residual value guarantees nor do they include restrictions or other covenants. Certain adjustments to ROUs may be required for items such as initial direct costs paid, incentives received, or lease prepayments. If significant events, changes in circumstances, or other events indicate that the lease term or other inputs have changed, the Company would reassess lease classification, remeasure the lease liability using revised inputs as of the reassessment date, and adjust the ROU. The Company has elected the “package of 3” practical expedients permitted under the transition guidance, which eliminates the requirements to reassess prior conclusions about lease identification, lease classification, and initial direct costs. The Company also adopted an accounting policy which provides that leases with an initial term of 12 months or less and no purchase option that the Company is reasonably certain of exercising will not be included within the lease right-of-use assets and lease liabilities on its condensed consolidated balance sheets. Refer to Note 9 for further information. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) refers to revenues, expenses, gains and losses that under U.S. GAAP are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to accumulated other comprehensive income (loss). The Company’s other comprehensive income (loss) is comprised of the portion of the total change in fair value of indebtedness accounted for under the fair value option that is attributable to changes in instrument-specific credit risk. |
Net Income (Loss) per Share | Net Income (Loss) per Share Basic net income (loss) per share of common stock is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during each period. Diluted net income (loss) per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, such as redeemable convertible preferred stock, convertible debt, stock options, restricted stock units and warrants, which would result in the issuance of incremental shares of common stock. However, potential common shares are excluded if their effect is anti-dilutive. For diluted net income (loss) per share in periods where the Company has a net loss, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, dilutive securities are not included in the calculation as the impact is anti-dilutive. For the three months ended September 30, 2022 , the Company was in a net income position and calculated the diluted net income per share by dividing the Company’s net income by the dilutive weighted average number of share outstanding during the period, determined using the treasury stock method and the average stock price during the period. A reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share calculations are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 4,799 $ 49,938 $ ( 10,242 ) $ ( 96,078 ) Denominator: Weighted average shares outstanding, basic 142,676,953 106,369,910 137,787,645 48,071,685 Weighted average dilutive stock options 7,857,031 14,107,842 - - Weighted average restricted stock units 12,284 - - - Weighted average dilutive warrants - 3,105,070 - - Weighted average shares outstanding, diluted 150,546,268 123,582,822 137,787,645 48,071,685 Net income (loss), basic $ 0.03 $ 0.47 $ ( 0.07 ) $ ( 2.00 ) Net income (loss), diluted $ 0.03 $ 0.40 $ ( 0.07 ) $ ( 2.00 ) The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, prior to the use of the two-class method, as they would be anti-dilutive: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 16,398,802 2,967,611 27,135,949 28,498,069 Restricted stock units 2,474,613 - 2,526,949 - Convertible debt 2,733,018 - 2,733,018 - Warrants 33,458,460 8,499,999 33,458,460 42,686,195 55,064,893 11,467,610 65,854,376 71,184,264 |
Segment Information | Segment Information Operating segments are defined as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company manages its operations through an evaluation of three distinct businesses segments: Cell Therapy, Degenerative Disease and BioBanking. These segments are presented for the three and nine months ended September 30, 2022 and 2021 in Note 15. |
Concentrations of Credit Risk and Significant Customers | Concentrations of Credit Risk and Significant Customers Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and restricted cash. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents or restricted cash and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. The Company is subject to credit risk from trade accounts receivable related to both degenerative disease product sales and biobanking services. All trade accounts receivables are a result from product sales and services performed in the United States. As of December 31, 2021, one of the Company’s customers comprised approximately 47 % of the Company’s total outstanding accounts receivable. As of September 30, 2022 , one of the Company’s customers (Customer A) comprised approximately 42 % of the total outstanding gross accounts receivable and another customer (Customer B) comprised 27 % of the total outstanding gross accounts receivable. The same two customers also provided approximately 36 % of the Company’s revenues earned during the nine months ended September 30, 2022. No single customer provided 10% or more of the revenue earned during the nine months ended September 30, 2021. In November 2017, the FDA provided guidance that established an updated framework for regulation of Human Cell & Tissue Products (“HCT/P”). The Company’s Interfyl products meet the criteria for minimal manipulation and homologous use as outlined within the applicable guidance and has an official designation from the FDA as an HCT/P product. As a result, the Company did not stop selling its Interfyl products when the FDA ended its enforcement discretion on May 31, 2021. However, the Center for Medicare and Medicaid Services (“CMS”) began rejecting claims for Interfyl submitted by Customer A. The Company believes that CMS is not distinguishing the Interfyl products from its competitors’ products. While the Company and Customer A continue to work with CMS to resolve the rejected claims, a reserve of $ 1,100 was recorded on Customer A’s accounts receivable balance as of September 30, 2022 . |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act of 1933, as amended, registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s condensed consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements On January 1, 2022 , the Company adopted ASU 2016-02, which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a ROU asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less may be accounted for similar to the prior guidance for operating leases. The Company adopted ASU 2016-02 utilizing the modified retrospective transition method in the first quarter of fiscal 2022 and did not restate comparative periods. The Company has elected the package of practical expedients permitted under the transition guidance within the new standard, which among other things, allowed it to carry forward the historical lease classification. Refer to Note 9 for further information on the impact of the adoption of ASU 2016-02 on the Company’s condensed consolidated financial statements. The Company recorded ROU assets and lease liabilities of $ 13,001 and $ 27,723 , respectively, on the condensed consolidated balance sheets. Incremental borrowing rates as of January 1, 2022, the date the new standard was adopted, were used to calculate the present value of the Company’s lease portfolio as of that date. Leases previously identified as build-to-suit leases were derecognized pursuant to the transition guidance provided for build-to-suit leases in Accounting Standards Codification ("ASC") 2016-02. The impact of the derecognition of the build-to-suit lease was a net reduction of $ 3,993 to accumulated deficit calculated as of January 1, 2022. The standard did no t materially impact the consolidated net income (losses) or operating cash flows. In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt - Modifications and Extinguishments (Subtopic 470-50), Compensation - Stock Compensation (Topic 718), and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (“ASU 2021-04”). ASU 2021-04 provides guidance as to how an issuer should account for a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option (i.e., a warrant) that remains equity-classified after modification or exchange as an exchange of the original instrument for a new instrument. An issuer should measure the effect of a modification or exchange as the difference between the fair value of the modified or exchanged warrant and the fair value of that warrant immediately before modification or exchange and then apply a recognition model that comprises four categories of transactions and the corresponding accounting treatment for each category (equity issuance, debt origination, debt modification, and modifications unrelated to equity issuance and debt origination or modification). The Company adopted ASU 2021-04 effective January 1, 2022 and considered this guidance when evaluating the amendment of the Company’s warrants in March 2022 (See Note 11.) In August 2020, the FASB issued ASU 2020-06, (Subtopic 470-20): Debt — Debt with Conversion and Other Options (“ASU 2020-06”) to address the complexity associated with applying GAAP to certain financial instruments with characteristics of liabilities and equity. ASU 2020-06 includes amendments to the guidance on convertible instruments and the derivative scope exception for contracts in an entity’s own equity and simplifies the accounting for convertible instruments which include beneficial conversion features or cash conversion features by removing certain separation models in Subtopic 470-20. Additionally, ASU 2020-06 will require entities to use the “if-converted” method when calculating diluted earnings per share for convertible instruments. ASU 2020-06 is effective for fiscal years beginning after December 15, 2023 (fiscal year 2024 for the Company), including interim periods within those fiscal years with early adoption permitted. The Company adopted ASU 2020-06 effective January 1, 2022 and considered this guidance when evaluating the warrants issued in May 2022 (See Note 11), and when calculating diluted earnings per share above. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses (“ASU 2016-13”), which changes the accounting for recognizing impairments of financial assets. Under the new guidance, credit losses for certain types of financial instruments will be estimated based on expected losses. ASU 2016-13 also modifies the impairment models for available-for-sale debt securities and for purchased financial assets with credit deterioration since their origination. ASU 2016-13 is effective for annual periods beginning after December 15, 2022 (fiscal year 2023 for the Company), and interim periods within those periods, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-13 will have on its condensed consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) Per Share | A reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share calculations are as follows: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Numerator: Net income (loss) $ 4,799 $ 49,938 $ ( 10,242 ) $ ( 96,078 ) Denominator: Weighted average shares outstanding, basic 142,676,953 106,369,910 137,787,645 48,071,685 Weighted average dilutive stock options 7,857,031 14,107,842 - - Weighted average restricted stock units 12,284 - - - Weighted average dilutive warrants - 3,105,070 - - Weighted average shares outstanding, diluted 150,546,268 123,582,822 137,787,645 48,071,685 Net income (loss), basic $ 0.03 $ 0.47 $ ( 0.07 ) $ ( 2.00 ) Net income (loss), diluted $ 0.03 $ 0.40 $ ( 0.07 ) $ ( 2.00 ) |
Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Shares of Common Stock Outstanding | The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, prior to the use of the two-class method, as they would be anti-dilutive: For the Three Months Ended September 30, For the Nine Months Ended September 30, 2022 2021 2022 2021 Stock options 16,398,802 2,967,611 27,135,949 28,498,069 Restricted stock units 2,474,613 - 2,526,949 - Convertible debt 2,733,018 - 2,733,018 - Warrants 33,458,460 8,499,999 33,458,460 42,686,195 55,064,893 11,467,610 65,854,376 71,184,264 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Of Financial Assets And Liabilities Tables [Line Items] | |
Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy used to determine such fair values: Fair Value Measurements as of September 30, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 40,234 $ — $ — $ 40,234 Convertible note receivable — — 3,920 3,920 $ 40,234 $ — $ 3,920 $ 44,154 Liabilities: Contingent stock consideration $ — $ — $ 415 $ 415 Acquisition-related contingent consideration obligations — — 158,781 158,781 Short-term debt - Yorkville — — 39,255 39,255 Warrant liability - May 2022 PIPE Warrants — — 3,813 3,813 Warrant liability - Sponsor Warrants — — 4,675 4,675 Warrant liability - Public Warrants 5,606 — — 5,606 $ 5,606 $ — $ 206,939 $ 212,545 Fair Value Measurements as of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 36,700 $ — $ — $ 36,700 Convertible note receivable — — 2,488 2,488 $ 36,700 $ — $ 2,488 $ 39,188 Liabilities: Acquisition-related contingent consideration obligations $ — $ — $ 232,222 $ 232,222 Warrant liability - Sponsor Warrants — — 13,600 13,600 Warrant liability - Public Warrants 12,362 — — 12,362 $ 12,362 $ — $ 245,822 $ 258,184 |
Schedule of Reconciliation of Contingent Consideration Obligations Measured on a Recurring Basis | The following table presents a reconciliation of contingent consideration obligations measured on a recurring basis using Level 3 inputs as of September 30, 2022 and December 31, 2021: Balance as of Net Purchases, Fair value Balance as of Liabilities: Contingent stock consideration $ — $ — $ — $ 415 $ 415 Acquisition-related contingent consideration obligations 232,222 — — ( 73,441 ) 158,781 $ 232,222 $ — $ — $ ( 73,026 ) $ 159,196 Balance as of Net Purchases, Fair value Balance as of Liabilities: Acquisition-related contingent consideration obligations $ 273,367 $ — $ — $ ( 41,145 ) $ 232,222 |
Schedule of Aggregate Fair Values of the Warrant Liability | The following table provides a roll-forward of the aggregate fair values of the Company’s warrant liabilities for which fair values are determined using either Level 1 or Level 3 inputs: Balance as of December 31, 2020 $ 76,640 Gain recognized in earnings from change in fair value ( 13,482 ) Warrant liability assumed at Closing Date (Sponsor Warrants) 34,764 Warrant liability assumed at Closing Date (Public Warrants) 24,438 Reclassification of Legacy Celularity Warrants to equity ( 96,398 ) Balance as of December 31, 2021 $ 25,962 Balance as of December 31, 2021 $ 25,962 May 2022 PIPE warrant issuance 19,745 Gain recognized in earnings from change in fair value ( 31,613 ) Balance as of September 30, 2022 $ 14,094 |
Schedule of Convertible Note Valuation Model | Significant inputs for the convertible note valuation model are as follows: September 30, December 31, Face value $ 4,000 $ 4,000 Coupon rate 12 % - 17 % 12 % - 17 % Stock price $ 0.06 $ 0.17 Term (years) .76 - 3.45 .7 - 3.19 Risk-free interest rate 3.99 % - 4.16 % 0.29 % Volatility n/a n/a |
Schedule of Reconciliation of Contingent Stock Consideration Obligations Measured on a Recurring Basis | The following table presents a reconciliation of the contingent stock consideration obligation measured on a recurring basis using Level 3 inputs as of September 30, 2022 and December 31, 2021: Balance as of Net Purchases, Fair value Balance as of Liabilities: Contingent stock consideration $ - $ — $ — $ 415 $ 415 |
Fair Value Assets of Yorkville Debt Measured on Recurring Basis Unobservable Input Reconciliation [Table Text Block] | The following table presents a reconciliation of the Yorkville debt measured on a recurring basis using Level 3 inputs as of the initial valuation date of September 15, 2022 and as of September 30, 2022: Liabilities: Balance as of September 15, 2022 $ 39,200 Fair value adjustment through earnings 291 Fair value adjustment through accumulated other comprehensive income or loss ( 236 ) Balance as of September 30, 2022 $ 39,255 |
Schedule Of Yorkville short-term debt valuation model | Significant inputs for the Yorkville short-term debt valuation model are as follows: September 30, 2022 Common share price $ 2.31 Credit spread 14.82 % Dividend yield 0 % Term (years) 1.0 Risk-free interest rate 4.04 % Volatility 45.0 % Discount yield 18.86 % |
GX Sponsor Warrants | |
Fair Value Of Financial Assets And Liabilities Tables [Line Items] | |
Schedule of Fair Value of Warrants Issued | Significant inputs for the Sponsor Warrants are as follows: September 30, December 31, Common share price $ 2.31 $ 5.12 Exercise price $ 11.50 $ 11.50 Dividend yield 0 % 0 % Term (years) 3.8 4.5 Risk-free interest rate 4.17 % 1.19 % Volatility 78.0 % 63.0 % |
May 2022 PIPE Warrants | |
Fair Value Of Financial Assets And Liabilities Tables [Line Items] | |
Schedule of Aggregate Fair Values of the Warrant Liability | Significant inputs for the May 2022 PIPE Warrants are as follows: September 30, Common share price $ 2.31 Exercise price $ 8.25 Dividend yield 0 % Term (years) 4.6 Risk-free interest rate 4.06 % Volatility 82.0 % |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Major Classes of Inventories | The Company’s major classes of inventories were as follows: September 30, 2022 December 31, 2021 Raw materials $ 9,565 $ 2,359 Work in progress 9,942 5,902 Finished goods 9,797 4,057 Inventory, gross 29,304 12,318 Less: inventory reserves ( 204 ) ( 48 ) Inventory, net 29,100 12,270 Balance Sheet Classification: Inventory 5,239 9,549 Inventory, net of current portion 23,861 2,721 $ 29,100 $ 12,270 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net consisted of the following: September 30, 2022 December 31, 2021 Building (1) $ - $ 12,513 Leasehold improvement (2) 70,114 71,468 Laboratory and production equipment 13,425 11,395 Machinery, equipment and fixtures 7,780 7,974 Construction in progress 4,163 2,054 Property and equipment 95,482 105,404 Less: Accumulated depreciation and amortization (3) ( 18,450 ) ( 14,779 ) Property and equipment, net $ 77,032 $ 90,625 (1) Includes $ 12,513 at December 31, 2021 under financing lease resulting from a failed sale leaseback (see Note 9). (2) Includes $ 70,959 at December 31, 2021, respectively, under financing lease resulting from a failed sale leaseback (see Note 9). (3) Includes $ 5,971 at December 31, 2021, respectively, under financing lease resulting from a failed sale leaseback (see Note 9). |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Carrying Value of Goodwill | The carrying values of goodwill assigned to the Company’s operating segments are as follows: September 30, 2022 December 31, 2021 Cell Therapy $ 112,347 $ 112,347 Degenerative Disease 3,610 3,610 Biobanking 7,347 7,347 $ 123,304 $ 123,304 |
Schedule of Intangible Assets, Net | Intangible assets, net consisted of the following: September 30, 2022 December 31, 2021 Estimated Amortizable intangible assets: Developed technology $ 16,810 $ 16,810 11 - 16 years Customer relationships 2,413 2,413 10 years Trade names & trademarks 570 570 10 - 13 years Reacquired rights 4,200 4,200 6 years 23,993 23,993 Less: Accumulated amortization Developed technology ( 6,253 ) ( 5,376 ) Customer relationships ( 1,369 ) ( 1,170 ) Trade names & trademarks ( 261 ) ( 220 ) Reacquired rights ( 3,063 ) ( 2,540 ) ( 10,946 ) ( 9,306 ) Amortizable intangible assets, net 13,047 14,687 Non-amortized intangible assets Acquired IPR&D product rights 108,500 108,500 indefinite $ 121,547 $ 123,187 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Impact of Adoption of ASC 842 | The impact of the adoption of ASC 842 is as follows: Balance as of December 31, 2021 Adjustments due to adoption of ASC 842 Balance as of January 1, 2022 Assets Property and equipment, net $ 90,625 $ ( 12,421 ) $ 78,204 Operating lease right-of-use-assets - 13,001 13,001 Liabilities Current lease liabilities - operating - - - Current portion of financing obligation 3,051 ( 3,051 ) - Noncurrent lease liabilities - operating - 27,723 27,723 Financing obligations 28,085 ( 28,085 ) - Stockholders' equity Accumulated deficit ( 663,681 ) 3,993 ( 659,688 ) |
Schedule of Lease Costs | The components of the Company’s lease costs are classified on its condensed consolidated statements of operations as follows: Three Months Ended September 30, Nine Months Ended September 30, 2022 2022 Operating lease cost $ 759 $ 2,278 Variable lease cost 448 1,140 Total operating lease cost $ 1,207 $ 3,418 Short term lease cost $ 46 $ 126 |
Schedule of Cash and Non-cash Activity Related to the Lease Liabilities | The table below shows the cash and non-cash activity related to the Company’s lease liabilities during the period: Nine Months Ended September 30, 2022 Cash paid related to lease liabilities: Operating cash flows from operating leases $ 2,125 Non-cash lease liability activity: Right-of-use assets obtained in exchange for lease obligations: Operating leases $ - |
Schedule of Future Minimum Payments under Non-Cancelable Operating Leases | As of September 30, 2022, the maturities of the Company’s operating lease liabilities were as follows: 2022 (remaining three months) $ 708 2023 2,895 2024 2,969 2025 3,042 2026 3,116 2027 3,190 Thereafter 70,342 Total lease payments 86,262 Less imputed interest ( 58,345 ) Total $ 27,917 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders Equity Note [Abstract] | |
Summary of the Warrants | A summary of the warrants is as follows: Number of Exercise Expiration Dragasac Warrant 6,529,818 $ 6.77 * March 16, 2025 Public Warrants 14,374,588 $ 11.50 July 16, 2026 Sponsor Warrants 8,499,999 $ 11.50 July 16, 2026 May 2022 PIPE Warrants 4,054,055 $ 8.25 May 20, 2027 33,458,460 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Schedule of Weighted Average Grant Fair Value of Stock Options using Black-Scholes Option-pricing Model | The following table presents, on a weighted average basis, the assumptions used in the Black-Scholes option-pricing model to determine the grant-date fair value of stock options granted during the nine months ended September 30, 2022: Risk-free interest rate 2.6 % Expected term (in years) 5.9 Expected volatility 77.1 % Expected dividend yield 0 % |
Schedule of Stock Option Activity | The following table summarizes option activity with service conditions under the 2021 Plan and the 2017 Plan: Options Weighted Weighted Aggregate Balance at January 1, 2022 24,064,586 $ 4.23 7.4 $ 56,525 Granted 3,237,347 $ 8.22 Exercised ( 941,877 ) $ 0.80 Forfeited ( 274,107 ) $ 6.17 Outstanding at September 30, 2022 26,085,949 $ 4.83 6.47 $ 17,340 Vested and expected to vest September 30, 2022 26,085,949 $ 4.83 6.47 $ 17,340 Exercisable at September 30, 2022 20,589,485 $ 3.95 5.77 $ 17,340 |
Schedule of Activity Related to RSU Stock-Based Payment Awards | The following table summarizes activity related to RSU stock-based payment awards: Number of shares Weighted Outstanding at December 31, 2021 474,700 $ 7.20 Granted 2,115,493 $ 8.11 Forfeited ( 63,244 ) $ 8.08 Outstanding at September 30, 2022 2,526,949 $ 7.94 |
Schedule of Stock-based Compensation Expense | The Company recorded stock-based compensation expense in the following expense categories of its condensed consolidated statements of operations: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Cost of revenue $ 126 $ 12 $ 294 $ 44 Research and development 661 2,682 1,650 10,345 Selling, general and administrative 3,732 6,186 9,526 27,688 $ 4,519 $ 8,880 $ 11,470 $ 38,077 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue From Contract With Customer [Abstract] | |
Schedule of Disaggregated Revenue by Product and Services | The following table provides information about disaggregated revenue by product and services: Three Months Ended September 30, Nine Months Ended September 30, 2022 2021 2022 2021 Product sales and rentals, net $ 1,041 $ 849 $ 2,920 $ 2,734 Processing and storage fees, net 1,405 1,343 4,061 4,204 License, royalty and other 1,689 8,430 6,865 9,541 Net revenue $ 4,135 $ 10,622 $ 13,846 $ 16,479 |
Schedule of Changes in Deferred Revenue from Contract Liabilities | The following table provides changes in deferred revenue from contract liabilities: 2022 2021 Balance at January 1 $ 4,067 $ 12,449 Deferral of revenue* 3,699 3,528 Recognition of unearned revenue** ( 3,405 ) ( 12,161 ) Balance at September 30 $ 4,361 $ 3,816 * Deferral of revenue resulted from payments received in advance of performance under the biobanking services storage contracts that are recognized as revenue under the contract as performance is completed. ** During the third quarter of 2021, the Company terminated the license agreement with Sanuwave due to an uncured material breach. As a result, the Company recognized the remaining deferred revenue of $ 6,754 that was to be recognized on a straight-line basis over the non-cancelable term of the license agreement. |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Financial Information by Segment | Financial information by segment for the three months ended September 30, 2022 and 2021 is as follows: Three Months Ended September 30, 2022 Cell BioBanking Degenerative Other Total Net sales $ - $ 1,405 $ 2,730 $ - $ 4,135 Gross profit - 506 ( 3,584 ) - ( 3,078 ) Direct expenses 19,863 432 3,194 11,965 35,454 Segment contribution $ ( 19,863 ) $ 74 $ ( 6,778 ) ( 11,965 ) ( 38,532 ) Indirect expenses ( 32,886 ) (a) ( 32,886 ) Loss from operations $ ( 5,646 ) (a) Components of other Change in fair value of contingent consideration liability ( 33,243 ) Change in fair value of contingent stock consideration ( 196 ) Amortization 553 Total other $ ( 32,886 ) Three Months Ended September 30, 2021 Cell BioBanking Degenerative Other Total Net sales $ - $ 1,343 $ 9,279 $ - $ 10,622 Gross profit - 420 7,891 - 8,311 Direct expenses 22,690 505 2,601 19,613 45,409 Segment contribution $ ( 22,690 ) $ ( 85 ) $ 5,290 ( 19,613 ) ( 37,098 ) Indirect expenses ( 47,996 ) (b) ( 47,996 ) Income from operations $ 10,898 (b) Components of other Change in fair value of contingent consideration liability ( 48,549 ) Amortization 553 Total other $ ( 47,996 ) Financial information by segment for the nine months ended September 30, 2022 and 2021 is as follows: Nine Months Ended September 30, 2022 Cell BioBanking Degenerative Other Total Net sales $ - $ 4,061 $ 9,785 $ - $ 13,846 Gross profit - 949 ( 1,521 ) - ( 572 ) Direct expenses 65,896 1,314 7,832 38,857 113,899 Segment contribution $ ( 65,896 ) $ ( 365 ) $ ( 9,353 ) ( 38,857 ) ( 114,471 ) Indirect expenses ( 71,386 ) (c) ( 71,386 ) Loss from operations $ ( 43,085 ) (c) Components of other Change in fair value of contingent consideration liability ( 73,441 ) Change in fair value of contingent stock consideration 415 Amortization 1,640 Total other $ ( 71,386 ) Nine Months Ended September 30, 2021 Cell BioBanking Degenerative Other Total Net sales $ - $ 4,204 $ 12,275 $ - $ 16,479 Gross profit - 1,986 9,500 - 11,486 Direct expenses 61,082 1,499 6,765 52,453 121,799 Segment contribution $ ( 61,082 ) $ 487 $ 2,735 ( 52,453 ) ( 110,313 ) Indirect expenses ( 16,205 ) (d) ( 16,205 ) Loss from operations $ ( 94,108 ) (d) Components of other Change in fair value of contingent consideration liability ( 17,845 ) Amortization 1,640 Total other $ ( 16,205 ) |
Nature of Business - Additional
Nature of Business - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 USD ($) ClinicalTrial | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) ft² ClinicalTrial | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||||
Date of incorporation | Aug. 24, 2018 | ||||
Number of clinical trials | ClinicalTrial | 3 | 3 | |||
Area of building | ft² | 147,215 | ||||
Substantial doubt about going concern, within one year [true false] | true | ||||
Net loss | $ (4,799) | $ (49,938) | $ 10,242 | $ 96,078 | $ 100,118 |
Accumulated deficit | $ 669,930 | $ 669,930 | $ 663,681 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Net Income (Loss) Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Numerator: | ||||
Net income (loss) | $ (4,799) | $ 49,938 | $ (10,242) | $ (96,078) |
Denominator: | ||||
Weighted average shares outstanding, basic | 142,676,953 | 106,369,910 | 137,787,645 | 48,071,685 |
Weighted average dilutive stock options | 7,857,031 | 14,107,842 | ||
Weighted average restricted stock units | 12,284 | |||
Weighted average dilutive warrants | 3,105,070 | |||
Weighted average shares outstanding, diluted | 150,546,268 | 123,582,822 | 137,787,645 | 48,071,685 |
Net income (loss), basic | $ 0.03 | $ 0.47 | $ (0.07) | $ (2) |
Net income (loss), diluted | $ 0.03 | $ 0.40 | $ (0.07) | $ (2) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Antidilutive Securities Excluded from Computation of Diluted Weighted-average Shares of Common Stock Outstanding (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding | 55,064,893 | 11,467,610 | 65,854,376 | 71,184,264 |
Stock Options | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding | 16,398,802 | 2,967,611 | 27,135,949 | 28,498,069 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding | 2,474,613 | 2,526,949 | ||
Warrants | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding | 33,458,460 | 8,499,999 | 33,458,460 | 42,686,195 |
Convertible Debt | ||||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||||
Anti-dilutive securities excluded from computation of diluted weighted-average shares of common stock outstanding | 2,733,018 | 2,733,018 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) | Jan. 01, 2022 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of business segments | Segment | 3 | ||
Right-of-use assets - operating leases | $ 13,042 | ||
Operating lease liability | 27,917 | ||
Accumulated deficit | $ (669,930) | $ (663,681) | |
Accounting Standards Update 2016-02 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Right-of-use assets - operating leases | $ 13,001 | ||
Operating lease liability | 27,723 | ||
Accumulated deficit | $ 3,993 | ||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASU 2021-04 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
ASU 2020-06 | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||
Change in accounting principle, accounting standards update, adopted | true | ||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | ||
Customer A | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Reserve for accounts receivable | $ 1,100 | ||
Customer Concentration Risk | One Customer | Accounts Receivable | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration percentage | 47% | ||
Customer Concentration Risk | Customer A | Accounts Receivable | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration percentage | 42% | ||
Customer Concentration Risk | Customer B | Accounts Receivable | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration percentage | 27% | ||
Customer Concentration Risk | Two Major Customer | Revenue | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Concentration percentage | 36% |
Business Combinations - Additio
Business Combinations - Additional Information (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Jul. 16, 2021 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Mar. 01, 2022 | Dec. 31, 2021 | |
Business Combinations and Disposals [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Conversion of common stock term | At the Effective Time, by virtue of the First Merger and without any action on the part of GX, First Merger Sub, Legacy Celularity or the holders of any of the following securities:a)each share of Legacy Celularity Common Stock (including shares of Legacy Celularity Common Stock resulting from the conversion of shares of Celularity Preferred Stock described above) that was issued and outstanding immediately prior to the Effective Time was cancelled and converted into the right to receive a number of shares of Company Class A common stock, par value $0.0001 per share (the “Class A Common Stock” or “Common Stock”) equal to the Exchange Ratio (as defined below) (the “Per Share Merger Consideration”);b)each share of Legacy Celularity Common Stock or Legacy Celularity Preferred Stock (together, “Legacy Celularity Capital Stock”) held in the treasury of Celularity was cancelled without any conversion thereof and no payment or distribution was made with respect thereto;c)each share of First Merger Sub common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time was converted into and exchanged for one validly issued, fully paid and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation;d)each Legacy Celularity Warrant (as to which no notice of exercise had been delivered to Legacy Celularity prior to the Closing) that was outstanding immediately prior to the Effective Time (and which would have otherwise been exercisable in accordance with its terms immediately following the Effective Time), became, to the extent consistent with the terms of such Legacy Celularity Warrant, the right to purchase shares of Class A Common Stock (and not Celularity Capital Stock) (each, a “Converted Warrant”) on the same terms and conditions (including exercisability terms) as were applicable to such Legacy Celularity Warrant immediately prior to the Effective Time, except that (A) each Converted Warrant became exercisable for that number of shares of Class A Common Stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Legacy Celularity Common Stock that would have been issuable upon the exercise of a Legacy Celularity Warrant for cash and assuming the conversion of the Series B Preferred Stock underlying such outstanding Legacy Celularity Warrant into Legacy Celularity Common Stock (the “Celularity Warrant Shares”) subject to the Legacy Celularity Warrant immediately prior to the Effective Time and (2) the Exchange Ratio (as defined below); and (B) the per share exercise price for each share of Class A Common Stock issuable upon exercise of the Converted Warrant is equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the per share exercise price for each share of Series B Preferred Stock issuable upon exercise of such Celularity Warrant immediately prior to the Effective Time by (2) the Exchange Ratio (as defined below); ande)each option to purchase Legacy Celularity Common Stock, whether or not exercisable and whether or not vested, that was outstanding immediately prior to the Effective Time (each, a “Legacy Celularity Option”) was assumed by GX and converted into an option to purchase shares of Class A Common Stock (each, a “Converted Option”). | |||||||
Goodwill | $ 123,304,000 | $ 123,304,000 | $ 123,304,000 | |||||
Business acquisition transaction costs proceeds, net | $ 108,786,000 | |||||||
Business acquisition, transaction costs | $ 21,658,000 | |||||||
Liabilities | 272,881,000 | 272,881,000 | $ 314,710,000 | |||||
Expense reduction in fair value of warrants | $ (9,333,000) | $ (39,937,000) | $ (31,613,000) | $ (2,258,000) | ||||
Equity classification of Legacy Celularity warrants | $ 96,398,000 | |||||||
Common stock, shares issued | 144,524,190 | 144,524,190 | 124,307,884 | |||||
Common stock, shares outstanding | 144,524,190 | 144,524,190 | 124,307,884 | |||||
Subscription Agreements, description | On the Closing Date, certain significant stockholders of Legacy Celularity or their affiliates (including Sorrento Therapeutics, Inc. (“Sorrento”), Starr International Investments Ltd. and Dragasac Limited, an indirect wholly owned subsidiary of Genting Berhad, collectively, the “Subscribers”) purchased from Celularity an aggregate of 8,340,000 shares of Class A Common Stock (the “July 2021 PIPE Shares”), for a purchase price of $10.00 per share and an aggregate purchase price of $83,400, pursuant to separate subscription agreements dated January 8, 2021 (collectively, the “Subscription Agreements”). Pursuant to the Subscription Agreements, the Company agreed to provide the Subscribers with certain registration rights with respect to the July 2021 PIPE Shares. | |||||||
Aggregate purchase price | $ 30,000,000 | $ 83,400,000 | ||||||
GX Warrants | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Warrant or Right, Reason for Issuance, Description | In addition, GX had previously issued public warrants and private placement warrants (collectively, the “GX Warrants”) as part of the Units in its IPO in May 2019 | |||||||
Liabilities | $ 59,202,000 | $ 59,202,000 | ||||||
Fair value of warrants | $ 37,186,000 | 10,281,000 | ||||||
Expense reduction in fair value of warrants | $ 22,016,000 | $ 6,132,000 | $ 15,682,000 | |||||
First Merger Sub | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.01 | |||||||
Surviving Corporation | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
GX Trust Account | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Business acquisition transaction costs proceeds, net | $ 5,386,000 | |||||||
Public Equity Financing | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Business acquisition transaction costs proceeds, net | $ 83,400,000 | |||||||
Public Equity Financing | Private Placement | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Purchase price | $ 10 | |||||||
Palantir Technologies, Inc | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Business acquisition transaction costs proceeds, net | $ 20,000,000 | |||||||
Purchase price | $ 10 | |||||||
Aggregate number of shares purchased | 2,000,000 | |||||||
Aggregate purchase price | $ 20,000,000 | |||||||
Legacy Celularity | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Equity classification of Legacy Celularity warrants | $ 96,398,000 | |||||||
Warrants outstanding to purchase shares of common stock | 13,281,386 | |||||||
Class A Common Stock | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Goodwill | $ 0 | |||||||
Other intangible assets | 0 | |||||||
Business acquisition, transaction costs relating to merger by issuance of common stock offset against additional paid-in capital | $ 10,795,000 | |||||||
Class A Common Stock | Celularity | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | |||||||
Each one Shares reflecting as exchange ratio in business combination | $ 0.7686 | |||||||
Common stock, shares issued | 122,487,174 | |||||||
Common stock, shares outstanding | 122,487,174 | |||||||
Option to purchase shares of common stock | 21,723,273 | |||||||
Warrants outstanding to purchase shares of common stock | 42,686,195 | |||||||
Class A Common Stock | Public Equity Financing | Private Placement | ||||||||
Business Combinations and Disposals [Line Items] | ||||||||
Aggregate number of shares purchased | 8,340,000 | |||||||
Aggregate purchase price | $ 83,400,000 |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Schedule of Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Assets: | ||
Convertible note receivable | $ 3,920 | $ 2,488 |
Total assets | 44,154 | 39,188 |
Liabilities: | ||
Contingent stock consideration | 415 | |
Acquisition-related contingent consideration | 158,781 | 232,222 |
Short-term debt - Yorkville | 39,255 | |
Warrant liability - May 2022 PIPE Warrants | 3,813 | |
Warrant liability - Sponsor Warrants | 4,675 | 13,600 |
Warrant liability - Public Warrants | 5,606 | 12,362 |
Total liabilities | 212,545 | 258,184 |
Acquisition Related | ||
Liabilities: | ||
Acquisition-related contingent consideration | 158,781 | 232,222 |
Money Market Funds | ||
Assets: | ||
Cash equivalents - money market funds | 40,234 | 36,700 |
Level 1 | ||
Assets: | ||
Total assets | 40,234 | 36,700 |
Liabilities: | ||
Warrant liability - Public Warrants | 5,606 | 12,362 |
Total liabilities | 5,606 | 12,362 |
Level 1 | Money Market Funds | ||
Assets: | ||
Cash equivalents - money market funds | 40,234 | 36,700 |
Level 3 | ||
Assets: | ||
Convertible note receivable | 3,920 | 2,488 |
Total assets | 3,920 | 2,488 |
Liabilities: | ||
Contingent stock consideration | 415 | |
Short-term debt - Yorkville | 39,255 | |
Warrant liability - May 2022 PIPE Warrants | 3,813 | |
Warrant liability - Sponsor Warrants | 4,675 | 13,600 |
Total liabilities | 206,939 | 245,822 |
Level 3 | Acquisition Related | ||
Liabilities: | ||
Acquisition-related contingent consideration | $ 158,781 | $ 232,222 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Additional Information (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value, assets, level 1 to level 2 transfers, amount | $ 0 | ||
Fair value, assets, level 2 to level 1 transfers, amount | 0 | ||
Fair value, assets, transfers into level 3, amount | 0 | ||
Fair value, assets, transfers out of level 3, amount | 0 | ||
Fair value of the warrant liability | 14,094,000 | $ 25,962,000 | $ 76,640,000 |
Public Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of warrants | 5,606,000 | 12,362,000 | |
Sponsors Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of warrants | 4,675,000 | $ 13,600,000 | |
May 2022 PIPE Warrants | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Fair value of warrants | $ 3,813,000 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Schedule of Reconciliation of Contingent Consideration Obligations Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning balance | $ 232,222 | |
Fair value adjustments | (73,026) | |
Ending balance | 159,196 | $ 232,222 |
Contingent Stock Consideration | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value adjustments | 415 | |
Ending balance | 415 | |
Acquisition-related contingent consideration obligations | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Beginning balance | 232,222 | 273,367 |
Fair value adjustments | (73,441) | (41,145) |
Ending balance | $ 158,781 | $ 232,222 |
Fair Value of Financial Asset_6
Fair Value of Financial Assets and Liabilities - Schedule of Aggregate Fair Values of the Warrant Liability (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Fair value, Beginning Balance | $ 25,962 | $ 76,640 |
May 2022 PIPE warrant issuance | 19,745 | |
Gain recognized in earnings from change in fair value | (31,613) | (13,482) |
Reclassification of Legacy Celularity Warrants to equity | (96,398) | |
Fair Value, Ending Balance | $ 14,094 | 25,962 |
Sponsors Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability assumed at Closing Date | 34,764 | |
Public Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrant liability assumed at Closing Date | $ 24,438 |
Fair Value of Financial Asset_7
Fair Value of Financial Assets and Liabilities - Schedule of Fair Value of Warrants Issued (Details) | Sep. 30, 2022 $ / shares | Dec. 31, 2021 $ / shares |
Sponsors Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Purchase price | $ 2.31 | $ 5.12 |
Exercise price | $ 11.50 | $ 11.50 |
Term (years) | 3 years 9 months 18 days | 4 years 6 months |
May 2022 PIPE Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Purchase price | $ 2.31 | |
Exercise price | $ 8.25 | |
Term (years) | 4 years 7 months 6 days | |
Dividend Yield | Sponsors Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants input | 0 | 0 |
Dividend Yield | May 2022 PIPE Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants input | 0 | |
Risk-Free Interest Rate | Sponsors Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants input | 0.0417 | 0.0119 |
Risk-Free Interest Rate | May 2022 PIPE Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants input | 0.0406 | |
Volatility | Sponsors Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants input | 0.780 | 0.630 |
Volatility | May 2022 PIPE Warrants | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Warrants input | 0.820 |
Fair Value of Financial Asset_8
Fair Value of Financial Assets and Liabilities - Schedule of Convertible Note Valuation Model (Details) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Face value | $ | $ 4,000 | $ 4,000 |
Stock price | $ / shares | $ 0.06 | $ 0.17 |
Risk-Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Valuation input for convertible note | 0.29 | |
Minimum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Coupon rate | 12% | 12% |
Term (years) | 9 months 3 days | 8 months 12 days |
Minimum | Risk-Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Valuation input for convertible note | 3.99 | |
Maximum | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Coupon rate | 17% | 17% |
Term (years) | 3 years 5 months 12 days | 3 years 2 months 8 days |
Maximum | Risk-Free Interest Rate | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Valuation input for convertible note | 4.16 |
Fair Value of Financial Asset_9
Fair Value of Financial Assets and Liabilities - Schedule of Reconciliation of Contingent Stock Consideration Obligation Measured on a Recurring Basis (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value adjustments | $ (73,026) |
Contingent Stock Consideration | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Fair value adjustments | 415 |
Ending balance | $ 415 |
Fair Value of Financial Asse_10
Fair Value of Financial Assets and Liabilities - Schedule of Reconciliation of the Yorkville Debt Measured on a Recurring Basis (Details) $ in Thousands | 1 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Ending balance | $ 39,255 |
Yorkville | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Beginning balance | 39,200 |
Fair value adjustment through earnings | 291 |
Fair value adjustment through accumulated other comprehensive income or loss | (236) |
Ending balance | $ 39,255 |
Fair Value of Financial Asse_11
Fair Value of Financial Assets and Liabilities - Schedule of Yorkville short-term debt valuation model (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Common share price | 2.31 |
Credit spread | 14.82% |
Dividend yield | 0% |
Term (years) | 1 year |
Discount yield | 18.86% |
Measurement Input Risk Free Interest Rate [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Valuation input for short-term debt | 4.04% |
Measurement Input Price Volatility [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Valuation input for short-term debt | 45% |
Inventory - Schedule of Major C
Inventory - Schedule of Major Classes of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,565 | $ 2,359 |
Work in progress | 9,942 | 5,902 |
Finished goods | 9,797 | 4,057 |
Inventory, gross | 29,304 | 12,318 |
Less: inventory reserves | (204) | (48) |
Inventory, net | 29,100 | 12,270 |
Inventory | 5,239 | 9,549 |
Inventory, net of current portion | $ 23,861 | $ 2,721 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | |
Property Plant And Equipment [Line Items] | |||
Property and equipment | $ 95,482 | $ 105,404 | |
Less: Accumulated depreciation and amortization | [1] | (18,450) | (14,779) |
Property and equipment, net | 77,032 | 90,625 | |
Building | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment | [2] | 12,513 | |
Leasehold Improvement | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment | [3] | 70,114 | 71,468 |
Laboratory and Production Equipment | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment | 13,425 | 11,395 | |
Machinery, Equipment and Fixtures | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment | 7,780 | 7,974 | |
Construction in Progress | |||
Property Plant And Equipment [Line Items] | |||
Property and equipment | $ 4,163 | $ 2,054 | |
[1] Includes $ 5,971 at December 31, 2021, respectively, under financing lease resulting from a failed sale leaseback (see Note 9). Includes $ 12,513 at December 31, 2021 under financing lease resulting from a failed sale leaseback (see Note 9). Includes $ 70,959 at December 31, 2021, respectively, under financing lease resulting from a failed sale leaseback (see Note 9). |
Property and Equipment, Net -_2
Property and Equipment, Net - Schedule of Property and Equipment, Net (Parenthetical) (Details) $ in Thousands | Dec. 31, 2021 USD ($) |
Property Plant And Equipment [Line Items] | |
Sale leaseback transaction, accumulated depreciation | $ 5,971 |
Building | |
Property Plant And Equipment [Line Items] | |
Sale leaseback transaction | 12,513 |
Leasehold Improvement | |
Property Plant And Equipment [Line Items] | |
Sale leaseback transaction | $ 70,959 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation and amortization expense | $ 1,841 | $ 1,792 | $ 5,357 | $ 4,571 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule Of Carrying Values Of Goodwill Assigned To Operating Segments (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Goodwill [Line Items] | ||
Goodwill | $ 123,304 | $ 123,304 |
Cell Therapy | ||
Goodwill [Line Items] | ||
Goodwill | 112,347 | 112,347 |
Degenerative Disease | ||
Goodwill [Line Items] | ||
Goodwill | 3,610 | 3,610 |
Biobanking | ||
Goodwill [Line Items] | ||
Goodwill | $ 7,347 | $ 7,347 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net - Schedule Of Intangible Assets, Net (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Amortizable intangible assets: | ||
Amortizable intangible assets | $ 23,993 | $ 23,993 |
Less: Accumulated amortization | ||
Less: Accumulated amortization | (10,946) | (9,306) |
Amortizable intangible assets, net | 13,047 | 14,687 |
Non-amortized intangible assets | ||
Acquired IPR&D product rights | 108,500 | 108,500 |
Intangible assets, net | $ 121,547 | $ 123,187 |
Estimated Useful Lives | indefinite | indefinite |
Developed Technology | ||
Amortizable intangible assets: | ||
Amortizable intangible assets | $ 16,810 | $ 16,810 |
Less: Accumulated amortization | ||
Less: Accumulated amortization | $ (6,253) | $ (5,376) |
Developed Technology | Minimum | ||
Non-amortized intangible assets | ||
Estimated Useful Lives | 11 years | 11 years |
Developed Technology | Maximum | ||
Non-amortized intangible assets | ||
Estimated Useful Lives | 16 years | 16 years |
Customer Relationships | ||
Amortizable intangible assets: | ||
Amortizable intangible assets | $ 2,413 | $ 2,413 |
Less: Accumulated amortization | ||
Less: Accumulated amortization | $ (1,369) | $ (1,170) |
Non-amortized intangible assets | ||
Estimated Useful Lives | 10 years | 10 years |
Trade Names & Trademarks | ||
Amortizable intangible assets: | ||
Amortizable intangible assets | $ 570 | $ 570 |
Less: Accumulated amortization | ||
Less: Accumulated amortization | $ (261) | $ (220) |
Trade Names & Trademarks | Minimum | ||
Non-amortized intangible assets | ||
Estimated Useful Lives | 10 years | 10 years |
Trade Names & Trademarks | Maximum | ||
Non-amortized intangible assets | ||
Estimated Useful Lives | 13 years | 13 years |
Reacquired Rights | ||
Amortizable intangible assets: | ||
Amortizable intangible assets | $ 4,200 | $ 4,200 |
Less: Accumulated amortization | ||
Less: Accumulated amortization | $ (3,063) | $ (2,540) |
Non-amortized intangible assets | ||
Estimated Useful Lives | 6 years | 6 years |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||||
Amortization of acquired intangible assets | $ 553,000 | $ 553,000 | $ 1,640,000 | $ 1,640,000 |
Impairment charge | $ 0 | $ 0 | $ 0 | $ 0 |
Debt - Additional Information (
Debt - Additional Information (Details) - Pre-Paid Advance Agreement - Yorkville - USD ($) | Sep. 15, 2022 | Sep. 30, 2022 |
Line of Credit Facility [Line Items] | ||
Maximum advance amount | $ 40,000,000 | |
Pre-paid advance period | 18 months | |
Line of credit aggregate limitation amount | $ 150,000,000 | |
Pre-paid advance issued discount percentage | 2% | |
Annual interest rate | 6% | |
Line of credit increase in interest rate during period in event of default | 15% | |
Issuance of common stock minimum option price per share | $ 0.75 | |
Maximum percentage of common stock issued | 19.90% | |
Percentage of beneficial ownership limitation | 4.99% | |
Minimum number of shares of common stock purchase | 6,000 | |
Proceeds from pre-paid advance gross | $ 40,000,000 | |
Proceeds from pre-paid advance | $ 39,200,000 | |
Pre-paid advance maturity period | 12 months | |
Fair value of debt | $ 39,255,000 |
Leases - Additional Information
Leases - Additional Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Jan. 01, 2022 USD ($) | Mar. 13, 2019 USD ($) ft² | Jun. 30, 2022 USD ($) | Jun. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) ft² | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Leases [Line Items] | |||||||
Right-of-use assets - operating leases | $ 13,042 | ||||||
Operating lease liability | $ 27,917 | ||||||
Area of building | ft² | 147,215 | ||||||
Restricted cash | $ 14,832 | $ 14,836 | |||||
Weighted average remaining lease term | 23 years 4 months 24 days | ||||||
Weighted average discount rate | 11.12% | ||||||
Rent expense | $ 957 | $ 0 | $ 2,880 | $ 760 | |||
Office, Manufacturing and Laboratory Space | Florham Park, New Jersey | Legacy Celularity | |||||||
Leases [Line Items] | |||||||
Area of building | ft² | 147,215 | ||||||
Operating lease expiry year | 2036 | ||||||
Option to renew lease for two additional term period | 5 years | ||||||
Operating lease commencement date | Mar. 01, 2020 | ||||||
Initial monthly base rent | $ 230 | ||||||
Restricted cash | $ 14,722 | $ 14,722 | |||||
Tenant improvement allowance | $ 14,722 | ||||||
Adjustments Due to ASC 842 | |||||||
Leases [Line Items] | |||||||
Change in accounting principle, accounting standards update, adoption date | Jan. 01, 2022 | ||||||
Change in accounting principle, accounting standards update, adopted | true | ||||||
Net of reduction in build-to-suit lease | $ 3,993 | ||||||
Right-of-use assets - operating leases | 13,001 | ||||||
Operating lease liability | $ 27,723 |
Leases - Impact of Adoption of
Leases - Impact of Adoption of ASC 842 (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets | |||
Property and equipment, net | $ 77,032 | $ 90,625 | |
Operating lease right-of-use-assets | 13,042 | ||
Liabilities | |||
Current portion of financing obligation | 3,051 | ||
Noncurrent lease liabilities - operating | 27,917 | ||
Financing obligations | 28,085 | ||
Stockholders’ equity | |||
Accumulated deficit | $ (669,930) | $ (663,681) | |
Cumulative Effect, Period of Adoption, Adjusted Balance | |||
Assets | |||
Property and equipment, net | $ 78,204 | ||
Operating lease right-of-use-assets | 13,001 | ||
Liabilities | |||
Noncurrent lease liabilities - operating | 27,723 | ||
Stockholders’ equity | |||
Accumulated deficit | (659,688) | ||
Adjustments Due to ASC 842 | |||
Assets | |||
Property and equipment, net | (12,421) | ||
Operating lease right-of-use-assets | 13,001 | ||
Liabilities | |||
Current portion of financing obligation | (3,051) | ||
Noncurrent lease liabilities - operating | 27,723 | ||
Financing obligations | (28,085) | ||
Stockholders’ equity | |||
Accumulated deficit | $ 3,993 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Leases [Abstract] | ||
Operating lease cost | $ 759 | $ 2,278 |
Variable lease cost | 448 | 1,140 |
Total operating lease cost | 1,207 | 3,418 |
Short term lease cost | $ 46 | $ 126 |
Leases - Schedule of Cash and N
Leases - Schedule of Cash and Non-cash Activity Related to the Lease Liabilities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases [Abstract] | |
Operating cash flows from operating leases | $ 2,125 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Payments under Non-cancelable Operating Leases (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Schedule Of Future Minimum Payments Under Non Cancelable Operating Leases [Abstract] | |
2022 (remaining three months) | $ 708 |
2023 | 2,895 |
2024 | 2,969 |
2025 | 3,042 |
2026 | 3,116 |
2027 | 3,190 |
Thereafter | 70,342 |
Total lease payments | 86,262 |
Less imputed interest | (58,345) |
Operating lease liability | $ 27,917 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands | 1 Months Ended | 9 Months Ended | |||
Mar. 24, 2022 | May 05, 2021 | Dec. 31, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Commitments And Contingencies Details [Line Items] | |||||
Contingent consideration | $ 232,222 | $ 158,781 | |||
Contingent consideration obligation | 232,222 | 159,196 | |||
Sirion License | |||||
Commitments And Contingencies Details [Line Items] | |||||
Upfront fee | 136 | ||||
Annual maintenance fee | 113 | ||||
Clinical and regulatory milestones | $ 5,099 | ||||
License agreement period | 10 years | ||||
Notice period | 30 days | ||||
CariCord Participating Shareholders | |||||
Commitments And Contingencies Details [Line Items] | |||||
Number of shares issued in legal settlement agreement | 743,771 | ||||
Estimated fair value of shares issued in settlement agreement | 5,333 | ||||
Number of additional shares to be issued if certain targets are met under settlement agreement | 371,885 | ||||
Contingent consideration obligation | 415 | ||||
Legacy Celularity | Palantir Technologies, Inc | Master Subscription Agreement | |||||
Commitments And Contingencies Details [Line Items] | |||||
Payments for master subscription agreement | $ 40,000 | ||||
Payment subscription period | 5 years | ||||
Costs related to straight line basis agreement | 6,000 | $ 2,500 | |||
Legacy Celularity | HLI Cellular Therapeutics, LLC | Anthrogenesis | |||||
Commitments And Contingencies Details [Line Items] | |||||
Contingent consideration | $ 232,222 | $ 158,781 |
Equity - Additional Information
Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||||
Sep. 08, 2022 | May 18, 2022 | Mar. 01, 2022 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | May 20, 2022 | Dec. 31, 2021 | Jul. 16, 2021 | Dec. 31, 2020 | |
Stockholders Equity Details [Line Items] | ||||||||||
Common stock, shares authorized | 730,000,000 | 730,000,000 | 730,000,000 | |||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Common stock, voting Rights | common stock are entitled to one vote per share | |||||||||
Preferred stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||
Preferred stock, shares issued | 0 | 0 | 0 | |||||||
Preferred stock, shares outstanding | 0 | 0 | 0 | |||||||
Class of warrant or right, outstanding | 33,458,460 | 33,458,460 | ||||||||
Proceeds from PIPE financing | $ 30,000 | $ 83,400 | ||||||||
Fair value of the warrant liability | $ 14,094 | 14,094 | $ 25,962 | $ 76,640 | ||||||
Proceeds from the exercise of warrants | $ 46,490 | |||||||||
Warrants | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Call price of public warrants | $ 0.01 | $ 0.01 | ||||||||
Minimum prior written notice period for redemption | 30 days | |||||||||
Description of call provision | at any time while the Public Warrants are exercisable,•upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,•if, and only if, there is a current registration statement in effect with respect to the issuance of the common stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing. | |||||||||
May 2022 PIPE Warrants | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Class of warrant or right, outstanding | 4,054,055 | 4,054,055 | ||||||||
Exercise per share price (in Dollars per share) | $ 8.25 | $ 8.25 | ||||||||
Warrants and rights outstanding, expire date | May 20, 2027 | May 20, 2027 | ||||||||
May 2022 PIPE Warrants | Private Placement | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Proceeds from PIPE financing | $ 30,000 | |||||||||
Net related cost | 27,396 | |||||||||
Reduction to additional paid in capital | 2,604 | |||||||||
Proceeds from issuance of private placement in additional paid in capital, net | $ 7,651 | |||||||||
Exercise per share price (in Dollars per share) | $ 8.25 | |||||||||
Warrants and rights outstanding, expire date | May 20, 2027 | |||||||||
Term (years) | 5 years | |||||||||
Warrants and rights issued closing date | May 20, 2022 | |||||||||
Fair value of the warrant liability | $ 19,745 | |||||||||
At the Market Sales Agreement | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Sales agents commission rate | 3% | |||||||||
Net proceeds from sale of common stock | $ 4,131 | $ 4,131 | ||||||||
Gross proceeds from sale of common stock | $ 4,570 | $ 4,570 | ||||||||
Legacy Celularity | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Warrants outstanding to purchase shares of common stock | 13,281,386 | |||||||||
Number of shares issued | 13,281,386 | |||||||||
Issuance cost of equity | $ 15,985 | |||||||||
Minimum | Legacy Celularity | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Exercise per share price (in Dollars per share) | $ 3.50 | |||||||||
Minimum | Legacy Celularity | Preferred Stock | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Percentage of shares required for voting | 50% | |||||||||
Maximum | Legacy Celularity | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Exercise per share price (in Dollars per share) | $ 7.53 | |||||||||
Class A Common Stock | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Common stock, shares authorized | 730,000,000 | 730,000,000 | ||||||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||
Class of warrant or right, outstanding | 33,458,460 | 33,458,460 | ||||||||
Class A Common Stock | May 2022 PIPE Warrants | Private Placement | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Class of warrant or right, outstanding | 4,054,055 | |||||||||
Warrants outstanding to purchase shares of common stock | 4,054,055 | |||||||||
Share price (in Dollars per share) | $ 7.40 | |||||||||
Class A Common Stock | Legacy Celularity | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Proceeds from the exercise of warrants | $ 46,485 | |||||||||
Common Stock | At the Market Sales Agreement | ||||||||||
Stockholders Equity Details [Line Items] | ||||||||||
Aggregate offering price | $ 150,000 | |||||||||
Sale of shares | 1,817,830 | |||||||||
Average price per share | $ 2.51 | $ 2.51 |
Equity - Summary of the Warrant
Equity - Summary of the Warrants (Details) | Sep. 30, 2022 $ / shares shares |
Stockholders Equity Details [Line Items] | |
Number of shares | 33,458,460 |
Dragasac Warrant | |
Stockholders Equity Details [Line Items] | |
Number of shares | 6,529,818 |
Exercise price | $ / shares | $ 6.77 |
Expiration date | Mar. 16, 2025 |
Public Warrants | |
Stockholders Equity Details [Line Items] | |
Number of shares | 14,374,588 |
Exercise price | $ / shares | $ 11.50 |
Expiration date | Jul. 16, 2026 |
Sponsor Warrants | |
Stockholders Equity Details [Line Items] | |
Number of shares | 8,499,999 |
Exercise price | $ / shares | $ 11.50 |
Expiration date | Jul. 16, 2026 |
May 2022 PIPE Warrants | |
Stockholders Equity Details [Line Items] | |
Number of shares | 4,054,055 |
Exercise price | $ / shares | $ 8.25 |
Expiration date | May 20, 2027 |
Equity - Summary of the Warra_2
Equity - Summary of the Warrants (Parenthetical) (Details) - Dragasac Warrant | 9 Months Ended |
Sep. 30, 2022 $ / shares | |
Stockholders Equity Details [Line Items] | |
Exercise per share price (in Dollars per share) | $ 6.77 |
Class A Common Stock | |
Stockholders Equity Details [Line Items] | |
Exercise per share price (in Dollars per share) | $ 6.77 |
Warrants per share, percentage | 80% |
Description of exercise price | The exercise price is the lessor of $6.77 per share or 80% of either (i) the value attributed to one share of Legacy Celularity Series B Preferred Stock upon consummation of a change in control or the closing of a strategic transaction or (ii) the price at which one share of common stock is sold to the public market in an initial public offering. |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 16, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Jul. 31, 2021 | |
Stock Based Compensation Details [Line Items] | |||||||||
Expected dividend yield | 0% | ||||||||
Weighted average grant-date fair value of stock options granted | $ 5.60 | $ 4.13 | |||||||
Aggregate intrinsic value, stock option exercised | $ 587 | ||||||||
Stock-based compensation expense recognized | $ 4,519 | $ 8,880 | $ 11,470 | $ 38,077 | |||||
Expected volatility | 77.10% | ||||||||
Risk-free interest rate | 2.60% | ||||||||
Expected term (in years) | 5 years 10 months 24 days | ||||||||
Stock Options | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Stock-based compensation expense recognized | 3,280 | $ 7,602 | |||||||
Unrecognized compensation cost for options issued (in Dollars) | 28,596 | $ 28,596 | |||||||
Estimated weighted-average amortization period | 2 years 9 months | ||||||||
Awards with Market Conditions | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Stock-based compensation expense recognized | $ 869 | ||||||||
Vested options to acquire shares | 2,469,282 | ||||||||
Vested options to acquire exercise price (in Dollars per share) | $ 6.32 | ||||||||
Vesting description | will vest in up to five equal installments in respect of achieving certain share price targets between the third and fourth anniversary of the effective date | ||||||||
Awards with Performance Conditions | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Expected dividend yield | 0% | ||||||||
Unrecognized compensation cost for options issued (in Dollars) | 1,567 | $ 1,567 | |||||||
Vested options to acquire shares | 1,050,000 | ||||||||
Vested options to acquire per share (in Dollars per share) | $ 2.99 | ||||||||
Expected volatility | 79.90% | ||||||||
Risk-free interest rate | 2.95% | ||||||||
Expected term (in years) | 5 years | ||||||||
Stock option vesting | 800,000 | ||||||||
Awards with Performance Conditions | Initial Tranche | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Stock-based compensation expense recognized | 489 | $ 489 | |||||||
Vested options to acquire shares | 250,000 | ||||||||
Restricted Stock Units | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Options vesting period | 2 years | ||||||||
Stock-based compensation expense recognized | 1,619 | $ 3,379 | |||||||
Unrecognized compensation cost for options issued (in Dollars) | $ 16,479 | $ 16,479 | |||||||
Estimated weighted-average amortization period | 2 years 9 months | ||||||||
Restricted Stock Units | After 1 Year | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Vesting percentage | 50% | ||||||||
Restricted Stock Units | After 2 Years | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Vesting percentage | 50% | ||||||||
2021 Plan | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Percentage of shares issued from outstanding capital stock, maximum | 4% | ||||||||
Number of shares issued for future issuance automatic increase period | 10 years | ||||||||
2021 Plan | Class A Common Stock | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Number of shares reserved for issuance | 20,915,283 | ||||||||
Number of shares remaining available for future grant | 14,847,802 | 14,847,802 | |||||||
2017 Plan | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Number of shares remaining available for future grant | 32,342,049 | 32,342,049 | |||||||
Percentage of fair market value | 100% | ||||||||
2017 Plan | Maximum | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Stock option, expiration period | 10 years | ||||||||
Options vesting period | 4 years | ||||||||
2017 Plan | Minimum | |||||||||
Stock Based Compensation Details [Line Items] | |||||||||
Options vesting period | 3 years |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted Average Grant Fair Value of Stock Options using Black-Scholes Option-pricing Model (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Risk-free interest rate | 2.60% |
Expected term (in years) | 5 years 10 months 24 days |
Expected volatility | 77.10% |
Expected dividend yield | 0% |
Stock-Based Compensation - Sc_2
Stock-Based Compensation - Schedule of Stock Option Activity (Details) - 2021 Plan and 2017 Plan $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | |
Stock Based Compensation Details [Line Items] | ||
Options opening balance | shares | 24,064,586 | |
Options Granted | shares | 3,237,347 | |
Options Exercised | shares | (941,877) | |
Options Forfeited | shares | (274,107) | |
Options ending balance | shares | 26,085,949 | 24,064,586 |
Options, Vested and expected to vest | shares | 26,085,949 | |
Options, Exercisable | shares | 20,589,485 | |
Weighted average exercise price, beginning balance | $ / shares | $ 4.23 | |
Weighted average exercise price, Granted | $ / shares | 8.22 | |
Weighted average exercise price, Exercised | $ / shares | 0.80 | |
Weighted average exercise price, Forfeited | $ / shares | 6.17 | |
Weighted average exercise price, ending balance | $ / shares | 4.83 | $ 4.23 |
Weighted average exercise price, Vested and expected to vest | $ / shares | 4.83 | |
Weighted average exercise price, Exercisable | $ / shares | $ 3.95 | |
Weighted average contract term | 6 years 5 months 19 days | 7 years 4 months 24 days |
Weighted average contract term, Vested and expected to vest | 6 years 5 months 19 days | |
Weighted average contract term, Exercisable | 5 years 9 months 7 days | |
Aggregate Intrinsic Value | $ | $ 17,340 | $ 56,525 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 17,340 | |
Aggregate Intrinsic Value, Exercisable | $ | $ 17,340 |
Stock-Based Compensation - Sc_3
Stock-Based Compensation - Schedule of Activity Related to RSU Stock-Based Payment Awards (Details) - Restricted Stock Units | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Stock Based Compensation Details [Line Items] | |
Number of Shares opening balance | shares | 474,700 |
Number of Shares Granted | shares | 2,115,493 |
Number of Shares Forfeited | shares | (63,244) |
Number of Shares ending balance | shares | 2,526,949 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 7.20 |
Weighted average grant date fair value, Granted | $ / shares | 8.11 |
Weighted average grant date fair value, Forfeited | $ / shares | 8.08 |
Weighted average grant date fair value, ending balance | $ / shares | $ 7.94 |
Stock-Based Compensation - Sc_4
Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 4,519 | $ 8,880 | $ 11,470 | $ 38,077 |
Cost of Revenue | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 126 | 12 | 294 | 44 |
Research and Development Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | 661 | 2,682 | 1,650 | 10,345 |
Selling, General and Administrative Expense | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 3,732 | $ 6,186 | $ 9,526 | $ 27,688 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregated Revenue by Product and Services (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 4,135 | $ 10,622 | $ 13,846 | $ 16,479 |
Product Sales and Rentals | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,041 | 849 | 2,920 | 2,734 |
Processing and Storage Fees, Net | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | 1,405 | 1,343 | 4,061 | 4,204 |
License, Royalty and Other | ||||
Disaggregation Of Revenue [Line Items] | ||||
Net revenue | $ 1,689 | $ 8,430 | $ 6,865 | $ 9,541 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Changes in Deferred Revenue from Contract Liabilities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Revenue From Contract With Customer [Abstract] | ||
Balance at January 1 | $ 4,067 | $ 12,449 |
Deferral of revenue | 3,699 | 3,528 |
Recognition of unearned revenue | (3,405) | (12,161) |
Balance at September 30 | $ 4,361 | $ 3,816 |
Revenue Recognition - Schedul_3
Revenue Recognition - Schedule of Changes in Deferred Revenue from Contract Liabilities (Parenthetical) (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2021 USD ($) | |
Revenue From Contract With Customer [Abstract] | |
Remaining deferred revenue recognized | $ 6,754 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Inforrmation (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Minimum | |
Disaggregation Of Revenue [Line Items] | |
Contracted storage periods | 18 years |
Maximum | |
Disaggregation Of Revenue [Line Items] | |
Contracted storage periods | 25 years |
License and Distribution Agre_2
License and Distribution Agreements - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 01, 2021 | May 07, 2021 | Sep. 30, 2022 | |
Sorrento License Agreement | |||
License And Distribution Agreements [Line Items] | |||
Incentive payment | $ 0 | ||
Arthrex Agreement | |||
License And Distribution Agreements [Line Items] | |||
Supply and distribution agreement period | 6 years | ||
Evolution Agreement | |||
License And Distribution Agreements [Line Items] | |||
Supply and distribution agreement period | 3 years | ||
Supply and distribution agreement renewal term | 2 years | ||
Supply and distribution agreement non-renewal notice period | 12 months |
Segment Information - Additiona
Segment Information - Additional Information (Details) $ in Thousands | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2020 Segment | Sep. 30, 2022 USD ($) Segment | Dec. 31, 2021 USD ($) Segment | |
Segment Reporting [Abstract] | |||
Number of operating segments | Segment | 1 | 3 | 3 |
Total assets | $ | $ 437,116 | $ 414,128 |
Segment Information - Schedule
Segment Information - Schedule of Financial Information by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 4,135 | $ 10,622 | $ 13,846 | $ 16,479 |
Gross profit | (3,078) | 8,311 | (572) | 11,486 |
Direct expenses | 35,454 | 45,409 | 113,899 | 121,799 |
Segment contribution | (38,532) | (37,098) | (114,471) | (110,313) |
Indirect expenses | (32,886) | (47,996) | (71,386) | (16,205) |
Income (loss) from operations | (5,646) | 10,898 | (43,085) | (94,108) |
Components of other | ||||
Change in fair value of contingent consideration liability | (33,243) | (48,549) | (73,441) | (17,845) |
Change in fair value of contingent stock consideration | 415 | |||
Cell Therapy | ||||
Segment Reporting Information [Line Items] | ||||
Direct expenses | 19,863 | 22,690 | 65,896 | 61,082 |
Segment contribution | (19,863) | (22,690) | (65,896) | (61,082) |
Biobanking | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 1,405 | 1,343 | 4,061 | 4,204 |
Gross profit | 506 | 420 | 949 | 1,986 |
Direct expenses | 432 | 505 | 1,314 | 1,499 |
Segment contribution | 74 | (85) | 365 | 487 |
Degenerative Disease | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 2,730 | 9,279 | 9,785 | 12,275 |
Gross profit | (3,584) | 7,891 | (1,521) | 9,500 |
Direct expenses | 3,194 | 2,601 | 7,832 | 6,765 |
Segment contribution | (6,778) | 5,290 | (9,353) | 2,735 |
Other | ||||
Segment Reporting Information [Line Items] | ||||
Direct expenses | 11,965 | 19,613 | 38,857 | 52,453 |
Segment contribution | (11,965) | (19,613) | (38,857) | (52,453) |
Indirect expenses | (32,886) | (47,996) | (71,386) | (16,205) |
Components of other | ||||
Change in fair value of contingent consideration liability | (33,243) | (48,549) | (73,441) | (17,845) |
Change in fair value of contingent stock consideration | (196) | 415 | ||
Amortization | 553 | 553 | 1,640 | 1,640 |
Total other | $ (32,886) | $ (47,996) | $ (71,386) | $ (16,205) |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 21, 2022 | Sep. 01, 2022 | Aug. 16, 2022 | Oct. 15, 2020 | Apr. 13, 2020 | Sep. 30, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
CURA Foundation | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Contribution made | $ 0 | $ 500 | ||||||
COTA, Inc | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Contribution made | 86 | 149 | ||||||
Cryoport Systems, Inc | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Contribution made | 56 | 78 | ||||||
Sorrento Therapeutics, Inc | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Contribution made | 1,821 | 0 | ||||||
SAB Agreement | Dr. Andrew Pecora | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Amount paid | $ 20 | $ 20 | $ 370 | |||||
Receive for month | $ 10 | |||||||
Consulting Agreement | Dr. Andrew Pecora | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Related party description | Effective August 31, 2022, Dr. Pecora resigned as the Company’s President, and subsequently entered into a consulting agreement with the Company dated September 21, 2022, to receive a $10 monthly fee for an initial six-month term and will be automatically renewed for one additional six- month term if either party does not provide notice of non-renewal. | |||||||
Receive for month | $ 10 | |||||||
Advisory Agreement | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Amount paid | $ 20 | $ 20 | ||||||
Advisory Agreement | Robin L. Smith, MD | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Vested options to acquire shares | 1,050,000 | |||||||
One-time cash bonus | $ 1,500 | |||||||
Receive for month | $ 20 | |||||||
Initial Tranche | Advisory Agreement | Robin L. Smith, MD | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Vested options to acquire shares | 250,000 | |||||||
Restricted Stock Units | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Options vesting period | 2 years | |||||||
Restricted Stock Units | SAB Agreement | Dr. Andrew Pecora | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
RSUs one-time grant value | $ 125 | |||||||
Options vesting period | 4 years | |||||||
Legacy Celularity | SAB Agreement | Dr. Andrew Pecora | ||||||||
Related Party Transactions Details [Line Items] | ||||||||
Payment per month | $ 20 | |||||||
Options Granted | 153,718 | |||||||
Vested options to acquire shares | 76,859 | |||||||
Estimated fair value | 76,859 | |||||||
Cash consideration per month | $ 20 | |||||||
One-time cash bonus | $ 50 | |||||||
Nonqualified stock option to purchase shares of common stock | 153,718 |