Celularity (CELU) 10-Q 14 Aug 23 2023 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Aug. 10, 2023
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		190,948,190
Amendment Flag	false
Entity Central Index Key	0001752828
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
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	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 3,084	$ 13,966
Accounts receivable, net of allowance of $2,115 and $1,789 as of June 30, 2023 and December 31, 2022, respectively	2,812	4,452
Notes receivable	2,072	2,514
Inventory	5,738	5,308
Prepaid expenses and other current assets	4,331	7,262
Total current assets	18,037	33,502
Property and equipment, net	72,624	75,655
Goodwill	90,061	119,694
Intangible assets, net	12,107	120,994
Right-of-use assets - operating leases	13,100	13,060
Restricted cash	14,825	14,836
Inventory, net of current portion	25,339	22,949
Other long-term assets	326	376
Total assets	246,419	401,066
Current liabilities:
Accounts payable	12,448	5,810
Accrued expenses and other current liabilities	9,401	9,069
Accrued R&D software	24,000	7,333
Short-term debt ($16,816 at fair value and $16,982 unpaid principal balance at June 30, 2023)	16,816	37,603
Deferred revenue	2,311	2,273
Total current liabilities	64,976	62,088
Deferred revenue, net of current portion	2,356	2,219
Acquisition-related contingent consideration	1,606	105,945
Noncurrent lease liabilities - operating	28,102	27,985
Noncurrent accrued R&D software	7,250
Long-term debt	17,027
Warrant liabilities	6,277	3,598
Deferred income tax liabilities	9	9
Other liabilities	315	321
Total liabilities	127,918	202,165
Commitments and Contingencies (Note 9)
Stockholders’ equity
Preferred stock, $0.0001 par value, 10,000,000 shares authorized, none issued and outstanding at June 30, 2023 and December 31, 2022
Common Stock, $0.0001 par value, 730,000,000 shares authorized, 180,817,245 issued and outstanding as of June 30, 2023; 730,000,000 shares authorized, 148,921,187 issued and outstanding as of December 31, 2022	18	15
Additional paid-in capital	873,557	844,373
Accumulated other comprehensive income	2,388	9
Accumulated deficit	(757,462)	(645,496)
Total stockholders’ equity	118,501	198,901
Total liabilities and stockholders' equity	$ 246,419	$ 401,066

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Accounts receivable, net of allowance	$ 2,115	$ 1,789
Short-term debt, fair value	16,816	$ 37,603
Short-term debt, unpaid principal balance	$ 16,982
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	180,817,245	148,921,187
Common stock, shares outstanding	180,817,245	148,921,187

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Net revenues
Total revenues	$ 2,938	$ 3,776	$ 6,873	$ 9,711
Cost of revenues (excluding amortization of acquired intangible assets)
Research and development	8,604	25,349	25,555	47,022
Software cease-use costs	243		23,918
Selling, general and administrative	12,826	15,574	26,760	32,034
Change in fair value of contingent consideration liability	(85,407)	(45,047)	(104,339)	(40,198)
Goodwill impairment	0	0	29,633	0
IPR&D impairment	107,800	0	107,800	0
Amortization of acquired intangible assets	546	546	1,087	1,087
Total operating expenses	45,414	(399)	113,219	47,150
(Loss) income from operations	(42,476)	4,175	(106,346)	(37,439)
Other income (expense):
Interest income	66	41	182	47
Interest expense	(1,104)	0	(1,381)	0
Change in fair value of warrant liabilities	(134)	43,212	1,601	22,280
Change in fair value of debt	(1,077)	0	(2,357)	0
Other income (expense), net	(3,224)	415	(3,665)	88
Total other income (expense)	(5,473)	43,668	(5,620)	22,415
(Loss) income before income taxes	(47,949)	47,843	(111,966)	(15,024)
Income tax expense	0	17	0	17
Net (loss) income	(47,949)	47,826	(111,966)	(15,041)
Change in fair value of debt due to change in credit risk, net of tax	(269)	0	2,389	0
Other comprehensive (loss) income	(269)	0	2,389	0
Comprehensive (loss) income	$ (48,218)	$ 47,826	$ (109,577)	$ (15,041)
Net (loss) income per share - basic	$ (0.27)	$ 0.34	$ (0.67)	$ (0.11)
Weighted average shares outstanding - basic	176,563,980	140,152,245	166,023,075	135,302,472
Net (loss) income per share - diluted	$ (0.27)	$ 0.32	$ (0.67)	$ (0.11)
Weighted average shares outstanding - diluted	176,563,980	151,311,780	166,023,075	135,302,472
Product Sales and Rentals
Net revenues
Total revenues	$ 906	$ 1,228	$ 1,949	$ 1,879
Cost of revenues (excluding amortization of acquired intangible assets)
Cost of revenues	207	425	929	899
Services
Net revenues
Total revenues	1,278	1,373	2,635	2,656
Cost of revenues (excluding amortization of acquired intangible assets)
Cost of revenues	485	1,265	957	2,213
Licenses, Royalties and Other
Net revenues
Total revenues	754	1,175	2,289	5,176
Cost of revenues (excluding amortization of acquired intangible assets)
Cost of revenues	$ 110	$ 1,489	$ 919	$ 4,093

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($) $ in Thousands	Total	Pulthera LLC	Cumulative Effect, Period of Adoption, Adjustment	Private Investment in Public Equity Financing	Registered Direct Offering	Common Stock	Common Stock Pulthera LLC	Common Stock Private Investment in Public Equity Financing	Common Stock Registered Direct Offering	Additional Paid-in Capital	Additional Paid-in Capital Pulthera LLC	Additional Paid-in Capital Private Investment in Public Equity Financing	Additional Paid-in Capital Registered Direct Offering	Accumulated Deficit	Accumulated Deficit Cumulative Effect, Period of Adoption, Adjustment	Accumulated Other Comprehensive Income (Loss)
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
Stock issued during period shares reclassification of previously exercised stock options, in shares						131,253
Reclassification of previously exercised stock options	441									441
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)	(15,041)
Balance at Jun. 30, 2022	150,150					$ 14				824,865				(674,729)
Balance (in Shares) at Jun. 30, 2022						142,384,167
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
Issuance of warrants on senior secured bridge loan										4,529
Purchase and retirement of common shares, value	(75)									(75)
Purchase and retirement of common shares						(7,441)
Stock-based compensation expense	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
Balance at Dec. 31, 2022	198,901					$ 15				844,373				(645,496)		$ 9
Balance (in Shares) at Dec. 31, 2022						148,921,287
Issuance of common stock	136	$ 1,000		8,931				$ 1		136	$ 1,000	8,930
Issuance of common stock (in Shares)						132,958	1,694,915	9,381,841
Exercise of stock options	300									300
Exercise of stock options (in Shares)						1,071,000
Common stock issued pursuant to short-term debt conversion	3,358					$ 1				3,509						(152)
Common stock issued pursuant to short-term debt conversion, in shares						3,656,118
Vesting of restricted stock units, in shares						253,390
Tax withholding on vesting of restricted stock units, in shares						(81,095)
Tax withholding on vesting of restricted stock units	(53)									(53)
Issuance of warrants on senior secured bridge loan	274									274
Stock-based compensation expense	3,988									3,988
Change in fair value of debt due to change in credit risk, net of tax	2,810															2,810
Net income (loss)	(64,017)													(64,017)
Balance at Mar. 31, 2023	155,628					$ 17				862,457				(709,513)		2,667
Balance (in Shares) at Mar. 31, 2023						165,030,414
Balance at Dec. 31, 2022	198,901					$ 15				844,373				(645,496)		9
Balance (in Shares) at Dec. 31, 2022						148,921,287
Net income (loss)	(111,966)
Balance at Jun. 30, 2023	118,501					$ 18				873,557				(757,462)		2,388
Balance (in Shares) at Jun. 30, 2023						180,817,245
Balance at Mar. 31, 2023	155,628					$ 17				862,457				(709,513)		2,667
Balance (in Shares) at Mar. 31, 2023						165,030,414
Issuance of common stock				$ 3,750	$ 1,226				$ 1			$ 3,750	$ 1,225
Issuance of common stock (in Shares)								5,813,945	9,230,770
Exercise of stock options	4									4
Exercise of stock options (in Shares)						15,371
Common stock issued pursuant to short-term debt conversion	272									282						(10)
Common stock issued pursuant to short-term debt conversion, in shares						380,848
Vesting of restricted stock units, in shares						391,782
Tax withholding on vesting of restricted stock units, in shares						(45,885)
Tax withholding on vesting of restricted stock units	(33)									(33)
Issuance of warrants on senior secured bridge loan	2,016									2,016
Stock-based compensation expense	3,856									3,856
Change in fair value of debt due to change in credit risk, net of tax	(269)															(269)
Net income (loss)	(47,949)													(47,949)
Balance at Jun. 30, 2023	$ 118,501					$ 18				$ 873,557				$ (757,462)		$ 2,388
Balance (in Shares) at Jun. 30, 2023						180,817,245

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flow from operating activities:
Net loss	$ (111,966)	$ (15,041)
Adjustments to reconcile net loss to net cash used in operations:
Depreciation and amortization	4,685	4,603
Non cash lease expense	(40)	(25)
Provision for doubtful accounts	374	3
Goodwill impairment	29,633	0
Change in fair value of warrant liabilities	(1,601)	(22,280)
Stock-based compensation expense	7,844	6,951
Change in fair value of contingent consideration	(104,339)	(40,198)
Acquired in-process research and development	3,000
Issuance of common stock for stem-cells to be used in research and development	1,000
Discounts arising from RWI loan arrangement	2,151
Change in fair value of contingent stock consideration	(120)	611
Change in fair value of debt	2,357	0
Other, net	876	(212)
Changes in assets and liabilities:
Accounts receivable	1,266	(1,191)
Inventory	(2,820)	(14,692)
Prepaid expenses and other assets	2,981	511
Accounts payable	6,043	1,020
Accrued expenses and other liabilities	645	5,751
Accrued R&D Software	23,917	3,328
Right-of-use assets and lease liabilities	117	128
Deferred revenue	175	162
Net cash used in operating activities	(26,022)	(70,571)
Cash flow from investing activities:
Capital expenditures	(240)	(2,894)
Purchase of acquired in-process research and development	(3,000)
Net cash used in investing activities	(3,240)	(2,894)
Cash flow from financing activities:
Proceeds from RWI senior secured bridge loan and warrants	12,375
Principal payments of short-term debt	(16,811)
Proceeds from issuance of senior secured bridge loan and warrants	4,994
Proceeds from the exercise of stock options	304	248
Proceeds from the exercise of warrants		46,489
Proceeds from PIPE financing	12,750	30,000
Proceeds from the sale of common stock in ATM offering	136
Tax withholding on vesting of restricted stock units	(86)
Proceeds from registered direct offering	6,000
Payments of PIPE and other issuance costs	(1,293)	(2,523)
Net cash provided by financing activities	18,369	74,214
Net (decrease) increase in cash, cash equivalents and restricted cash	(10,893)	749
Cash, cash equivalents and restricted cash at beginning of period	28,802	52,076
Cash, cash equivalents and restricted cash at end of period	17,909	52,825
Supplemental disclosure of cash flow information:
Cash paid for interest	1,073
Supplemental non-cash investing and financing activities:
Property and equipment included in accounts payable and accrued expenses	(1,010)	(953)
Issuance of warrants on senior secured bridge loans	2,002
Common stock issued for short-term debt conversion	3,792
PIPE related costs included in accrued expenses	(69)	(81)
Interest accrued on senior secured loans within long-term debt	(307)
Reclassification of option liabilities to equity		$ 441
IPR&D
Adjustments to reconcile net loss to net cash used in operations:
Impairment of intangible assets, excluding goodwill	$ 107,800

Nature of Business

Nature of Business	6 Months Ended
	Jun. 30, 2023
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”). The Company refers to these mergers as the “Mergers” and, collectively with the other transactions described in the Merger Agreement, the “Business Combination”. 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. Description of Business Celularity is a biotechnology company leading the next evolution in cellular medicine by developing off-the-shelf placental-derived allogeneic cell therapies for the treatment of cancer and immune and infectious diseases. Celularity is developing a pipeline of off-the-shelf placental-derived allogeneic cell therapy product candidates including T cells engineered with a chimeric antigen receptor ("CAR"), natural killer ("NK"), cells, and mesenchymal-like adherent stromal cells ("MLASCs") and exosomes. These therapeutic candidates target indications across cancer, infectious and degenerative diseases. Celularity believes that by harnessing the placenta’s unique biology and ready availability, it will be able to develop therapeutic solutions that address a significant unmet global need for effective, accessible and affordable therapeutics. Celularity also actively develops and markets biomaterial products derived from the placenta. Prior to 2023, Celularity marketed those products domestically primarily serving the orthopedic and wound care markets. Celularity now intends to market placental biomaterials outside of the U.S. with an initial focus on markets in the Middle East and North Africa. Celularity's biomaterials business today is comprised primarily of the sale of its Biovance and Interfyl products, directly or through its distribution network. Biovance is decellularized, dehydrated human amniotic membrane derived from the placenta of a healthy, full-term pregnancy. It is an intact, natural extracellular matrix that provides a foundation for the wound regeneration process and acts as a scaffold for restoration of functional tissue. Interfyl is human connective tissue matrix derived from the placenta of a healthy, full-term pregnancy. It is used by a variety of medical specialists to fill soft tissue deficits resulting from wounds, trauma, or surgery. Celularity is developing new placental biomaterial products to deepen the commercial pipeline beyond Biovance and Interfyl. The Company also plans to leverage its core expertise in cellular therapeutic development and manufacturing to generate revenues by providing contract manufacturing and development services to third parties. The initial focus of this new service offering will be to assist development stage cell therapy companies with the development and manufacturing of their therapeutic candidates for clinical trials. In January 2023, the Company announced reprioritization of efforts, which resulted in a reduction of approximately one-third of its workforce as of March 2023. 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. The Company is no longer actively recruiting into its clinical programs. The Company is evaluating the status of an investigational new drug application (“IND”) it submitted in the first quarter of 2022 before making a commitment to 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, the Company derives five allogeneic cell or extracellular vesicle types: T cells, unmodified NK cells, genetically modified NK cells, MLASCs and exosomes, which have the potential to support multiple therapeutic programs. CYCART-19 is a placental-derived CAR-T cell therapy, in development for the treatment of B-cell malignancies, initially targeting the cluster of differentiation 19 ("CD19"), receptor, the construct and related CARs for which are in-licensed from Sorrento. In the first quarter of 2022, the Company submitted an IND to investigate CYCART-19 for treatment of B-cell malignancies and in late May 2022, received formal written communication from the U.S. Food and Drug Administration requesting additional information before it can proceed with the planned Phase 1/2 clinical trial. The Company is assessing the status of the IND to determine an optional path forward for the program. The Company also expects to progress pre-clinical development of CYCART-201, its genetically modified T-cell expressing CD16 with a T-cell receptor ("TCR"), knockout in combination with monoclonal antibodies ("mAbs"), in non-Hodgkin's lymphoma ("NHL"), and in solid tumors. CYNK-001 is a placental-derived unmodified NK cell. In 2022, the Company had active and approved clinical trials under development for the treatment of acute myeloid leukemia ("AML"), a blood cancer, and for glioblastoma multiforme ("GBM"), a solid tumor cancer. Due to a need to prioritize corporate resources, in January 2023 the Company announced its intention to cease recruitment in the GBM and the HER2+ gastric trials. In addition, in April 2023, the Company announced based on the preliminary results of the phase 1 trial data of CYNK-001, the AML trial will be closed to further enrollment and has completed follow up. The Company is currently not investigating CYNK-001 for any indication. During the quarter, the Company fully impaired the in-process research and development ("IPR&D") assets associated with CYNK-001. APPL-001 is a placenta-derived MLASC being developed for the treatment of Crohn’s disease, and other degenerative diseases. pExo-001 is placenta-derived exosome being developed for the treatment of osteoarthritis. 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. 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) (“ASU 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. As an emerging clinical-stage biotechnology company, Celularity is subject to certain inherent risks and uncertainties associated with the development of an enterprise. In this regard, since the Company’s inception, substantially all of management’s efforts have been devoted to making investments in research and development including basic scientific research into placentally-derived allogeneic cells, pre-clinical studies to support its current and future clinical programs in cellular therapeutics, and clinical development of its cell programs as well as facilities and selling, general and administrative expenses that support its core business operations (collectively the “investments”), all at the expense of the Company’s short-term profitability. The Company has historically funded these investments through limited revenues generated from its biobanking and degenerative disease businesses and issuances of equity and debt securities to public and private investors (these issuances are collectively referred to as “outside capital”). Notwithstanding these efforts, management can provide no assurance that the Company’s research and development and commercialization efforts will be successfully completed, or that adequate protection of the Company’s intellectual property will be adequately maintained. Even if these efforts are successful, it is uncertain when, if ever, the Company will generate significant sales or operate in a profitable manner to sustain the Company’s operations without needing to continue to rely on outside capital. Continued decline in the Company’s share price and further discontinuation of clinical trials could result in a material impairment of goodwill or long-lived assets in a future period. As of the date the accompanying condensed consolidated financial statements were issued (the “issuance date”), management evaluated the significance of the following adverse conditions and events in accordance with ASU 205-40: • Since its inception, the Company has incurred significant losses and net cash used in operating activities. For the six months ended June 30, 2023, the Company incurred a net loss of $ 111,966 and net cash used in operating activities of $ 26,022 . As of June 30, 2023, the Company had an accumulated deficit of $ 757,462 . The Company expects to continue to incur significant losses and use net cash for operations for the foreseeable future. • As of the issuance date, the Company had approximately $ 1,700 of unrestricted cash and cash equivalents available to fund the Company’s operations and no available additional sources of outside capital to sustain the Company’s operations for a period of 12 months beyond the issuance date. • The Company expects to incur substantial expenditures to fund its investments for the foreseeable future. In order to fund these investments, the Company will need to secure additional sources of outside capital. While the Company is actively seeking to secure additional outside capital (and has historically been able to successfully secure such capital), as of the issuance date, no additional outside capital has been secured or was deemed probable of being secured. In addition, management can provide no assurance that the Company will be able to secure additional outside capital in the future or on terms that are acceptable to the Company. Absent an ability to secure additional outside capital in the very near term, the Company will be unable to meet its obligations as they become due over the next 12 months beyond the issuance date. • As disclosed in Note 7, the Company had approximately $ 17,000 of principal borrowings outstanding under a financing arrangement referred to as the PPA with a private investor, Yorkville, as of June 30, 2023. These borrowings are scheduled to mature on September 15, 2023, and the Company may not have sufficient cash available when such payments are due. Although stockholders approved a reduced floor price of $ 0.50 per share, the Company's stock is now trading below such price. On August 2, 2023, Yorkville provided notice to the Company that a “triggering event” had occurred on August 1, 2023, as provided for under the terms of the PPA. As a result of this triggering event, the Company is required to make repayments of $ 6,000 per month plus a payment premium of 5 % of the principal amount being paid and all outstanding accrued and unpaid interest (collectively the “repayment amount”). As of the issuance date, the Company owes $ 6,340 including interest, which is past due, and for which the Company does not have sufficient available funds to repay. If the Company fails to secure a waiver from Yorkville and fails to pay the remaining repayment amount currently due, Yorkville could deem such non-payment an event of default under the PPA. If Yorkville deems such non-payment an event of default, Yorkville may, at its discretion, exercise its rights and remedies as provided in the PPA which may include, among others, accelerating the repayment of the total principal due under the PPA (approximately $ 17,000 as of June 30, 2023 or approximately $ 16,500 as of issuance date), plus accrued and unpaid interest and the 5 % premium, and/or force the Company to seek protection under the provisions of the U.S. Bankruptcy Code. • As of issuance date, the Company's cash and cash equivalents fell below $ 3,000 for more than five consecutive business days, which per the terms of the loan agreements with RWI and C.V. Starr (See Note 7) caused an event of default. The Company is actively pursuing additional capital for working capital and general corporate purposes. As part of these efforts, the Company intends to raise sufficient capital to cure any breach of its contractual covenants within the cure periods set forth in the respective agreements. In the event the Company is unable to cure such breaches during the prescribed cure period, the Company will seek waivers from its lenders. If the Company cannot secure a waiver from its secured lenders, the lenders may declare the outstanding principal of the loans due and payable, which may force the Company to seek protection under the provisions of the U.S. Bankruptcy Code. • On March 14, 2023, the Company received a notice from the Nasdaq notifying the Company that it no longer complies with the minimum bid price requirement for continued listing on the Nasdaq Capital Market because the closing bid price for the Company’s Class A common stock has fallen below $ 1.00 per share for the last 30 consecutive business days. The Company has a period of 180 calendar days, or until September 11, 2023, to regain compliance with the minimum bid price requirement. The Company intends to actively monitor the closing bid price of its Class A common stock and will evaluate available options to regain compliance with the minimum bid requirement. However, management can provide no assurance that the Company will be able to regain compliance with the minimum bid requirement during the 180-day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements. In the event the Company is unable to regain or maintain compliance with the Nasdaq listing requirements, the liquidity of the Company's publicly traded securities will be adversely affected and the Company’s ability to secure additional outside capital through public markets will be adversely affected. • In the event the Company is unable to secure additional outside capital to fund the Company’s obligations when they become due over the next 12 months beyond the issuance date, which includes the funds needed to repay the outstanding principal on the PPA (plus unpaid accrued interest and the 5 % premium) that has become due and will become fully due in September 2023, and/or obtain a waiver to defer the remaining repayment amount currently due to Yorkville, and/or regain compliance with the Nasdaq listing requirements, management will be required to seek other strategic alternatives, which may include, among others, a significant curtailment of the Company’s operations, a sale of certain of the Company’s assets, a sale of the entire Company to strategic or financial investors, and/or allowing the Company to become insolvent by filing for bankruptcy protection under the provisions of the U.S. Bankruptcy Code. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
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 audited financial statements as of and for the year ended December 31, 2022. 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 June 30, 2023, and its results of operations, statement of changes in stockholder’s equity and cash flows for the six months ended June 30, 2023 and 2022. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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, 2022 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023, (the “2022 Form 10-K”). Use of Estimates The preparation of the Company’s unaudited 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 revenue and 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, 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. 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 only component of 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. During the six months ended June 30, 2023 , the Company recorded instrument-specific credit risk income of $ 2,541 and reclassified $ 162 from accumulated other comprehensive income to other income (expense) on the condensed consolidated statements of operations upon short-term debt conversion. These amounts have been recorded as a separate component of stockholders’ equity. During the six months ended June 30, 2022 , the Company did no t have a component of other comprehensive income (loss). 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 June 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 June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net (loss) income $ ( 47,949 ) $ 47,826 $ ( 111,966 ) $ ( 15,041 ) Denominator: Weighted average shares outstanding, basic 176,563,980 140,152,245 166,023,075 135,302,472 Weighted average dilutive stock options - 11,089,847 - - Weighted average restricted stock units - 69,688 - - Weighted average shares outstanding, diluted 176,563,980 151,311,780 166,023,075 135,302,472 Net income (loss), basic $ ( 0.27 ) $ 0.34 $ ( 0.67 ) $ ( 0.11 ) Net income (loss), diluted $ ( 0.27 ) $ 0.32 $ ( 0.67 ) $ ( 0.11 ) 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 June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Stock options 1,783,883 9,490,717 26,527,892 25,648,358 Restricted stock units 421,987 1,597,502 6,236,967 2,148,776 Convertible debt 24,126,962 - 24,126,962 - Warrants 62,134,916 33,458,560 62,134,916 33,458,560 88,467,748 44,546,779 119,026,737 61,255,694 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 six months ended June 30, 2023 and 2022 in Note 14. Allowance for Credit Losses and Concentrations of Credit Risk With the adoption of ASU 2016-13 Financial Instruments — Credit Losses, as noted below, the Company recognizes credit losses based on a forward-looking current expected credit losses. The Company makes estimates of expected credit losses based upon its assessment of various factors, including historical collection experience, the age of accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from 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 June 30, 2023 , two of the Company's customers comprised 60 % of the Company's outstanding gross accounts receivable. As of December 31, 2022 , three of the Company's customers comprised 71 % of the Company's outstanding gross accounts receivable. During the six months ended June 30, 2023 , the Company had two customers provide for 31 % of revenue. During the three months ended June 30, 2022 , the Company had three customers provide for 53 % of revenue. 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. Reclassifications Certain prior period amounts have been reclassified to conform with current year presentation on the condensed consolidated balance sheets and condensed consolidated statements of cash flows between accrued expenses and accrued research and development ("R&D") software to separately present the Palantir cease-use liability recorded during the six months ended June 30, 2023 (See Note 9 for further information) . Recently Adopted 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 adopted ASU 2016-13 effective January 1, 2023 . The standard did no t have a material impact on the unaudited condensed consolidated financial statements. Recently Issued Accounting Pronouncements There were no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements.

Fair Value of Financial Assets

Fair Value of Financial Assets and Liabilities	6 Months Ended
	Jun. 30, 2023
Fair Value Disclosures [Abstract]
Fair Value of Financial Assets and Liabilities	3. 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 June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 2,679 $ — $ — $ 2,679 Convertible note receivable — — 2,072 2,072 $ 2,679 $ — $ 2,072 $ 4,751 Liabilities: Acquisition-related contingent consideration obligations $ — $ — $ 1,606 $ 1,606 Contingent stock consideration — — 66 66 Short-term debt - Yorkville — — 16,816 16,816 Warrant liability - April 2023 Registered Direct Warrants — — 3,349 3,349 Warrant liability - May 2022 PIPE Warrants — — 1,471 1,471 Warrant liability - Sponsor Warrants — — 595 595 Warrant liability - Public Warrants 862 — — 862 $ 862 $ — $ 23,903 $ 24,765 Fair Value Measurements as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 12,174 $ — $ — $ 12,174 Convertible note receivable — — 2,514 2,514 $ 12,174 $ — $ 2,514 $ 14,688 Liabilities: Acquisition-related contingent consideration obligations $ — $ — $ 105,945 $ 105,945 Contingent stock consideration — — 186 186 Short-term debt - Yorkville — — 37,603 37,603 Warrant liability - May 2022 PIPE Warrants — — 1,402 1,402 Warrant liability - Sponsor Warrants — — 1,190 1,190 Warrant liability - Public Warrants 1,006 — — 1,006 $ 1,006 $ — $ 146,326 $ 147,332 During the six months ended June 30, 2 0 23 and 2022 , there were no transfers between Level 1, Level 2 and Level 3. The Company’s cash equivalents consisted of a 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, accounts payable, deferred revenue and other current liabilities approximate fair value in the accompanying condensed consolidated financial statements due to the short-term nature of those instruments. The Company believes that the carrying value of its long-term debt approximates fair value because the stated terms of this debt is consistent with current market rates. 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 June 30, 2023 and December 31, 2022: Balance as of Net Purchases, Fair value Balance as of Liabilities: Acquisition-related contingent consideration obligations $ 105,945 $ — $ — $ ( 104,339 ) $ 1,606 Balance as of Net Purchases, Fair value Balance as of Liabilities: Acquisition-related contingent consideration obligations $ 232,222 $ — $ — $ ( 126,277 ) $ 105,945 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 probability-weighted expected return method ("PWERM") for the regulatory milestones and a real options technique for commercial and royalty milestones based on various estimates and 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. During 2023, the Company discontinued its unmodified NK cell and AML Cell Therapy clinical trials acquired from the Anthrogenesis acquisition and as a result the fair value of the contingent consideration obligation has decreased significantly as of June 30, 2023. The Company has classified all of the contingent consideration as a long-term liability in the condensed consolidated balance sheets as of June 30, 2023 and December 31, 2022. See Note 9, “Commitment and Contingencies”, for more information on contingent consideration. Valuation of Warrant Liability The warrant liability as of June 30, 2023 is composed of the fair value of warrants to purchase shares of Company Class A common stock, par value $ 0.0001 per share ("Class A common stock" or "common stock"). The liability classified warrants 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 liability classified warrants is the expected volatility of the Class A common stock. Prior to the Mergers, Legacy Celularity was historically a private company and lacks sufficient company-specific historical and implied volatility information for its stock. Therefore, it estimates 50 % of its expected stock price volatility based on the historical volatility of publicly traded peer companies and 50 % based on the Company's historical volatility. Inputs to the Black-Scholes 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 June 30, 2023 and December 31, 2022, the fair value of the warrant liabilities was $ 6,277 and $ 3,598 , 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, 2021 $ 25,962 May 2022 PIPE warrant issuance 19,745 Gain recognized in earnings from change in fair value ( 42,109 ) Balance as of December 31, 2022 $ 3,598 Balance as of December 31, 2022 $ 3,598 Gain recognized in earnings from change in fair value ( 1,601 ) April 2023 Registered Direct warrant issuance 4,280 Balance as of June 30, 2023 $ 6,277 The fair value of the liability classified warrants are as follows: June 30, December 31, Public Warrants $ 862 $ 1,006 Sponsor Warrants 595 1,190 April 2023 Registered Direct Warrants 3,349 — May 2022 PIPE Warrants 1,471 1,402 Total $ 6,277 $ 3,598 Significant inputs for the Sponsor Warrants are as follows: June 30, December 31, Common share price $ 0.53 $ 1.29 Exercise price $ 11.50 $ 11.50 Dividend yield 0 % 0 % Term (years) 3.0 3.5 Risk-free interest rate 4.48 % 4.16 % Volatility 103.0 % 75.0 % Significant inputs for the May 2022 PIPE Warrants and April 2023 Registered Direct Warrants are as follows: June 30, December 31, Common share price $ 0.53 $ 1.29 Exercise price $ 0.75 $ 8.25 Dividend yield 0 % 0 % Term (years) 5.3 4.4 Risk-free interest rate 4.13 % 3.99 % Volatility 90.1 % 81.2 % 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 June 30, 2023. As of June 30, 2023 and December 31, 2022, 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. The fair value of the convertible note receivable was $ 2,072 and $ 2,514 as of June 30, 2023 and December 31, 2022, respectively. Significant inputs for the convertible note valuation model are as follows: June 30, December 31, Face value $ 4,000 $ 4,000 Coupon rate 12 % - 17 % 12 % - 17 % Stock price $ 0.02 $ 0.02 Term (years) .51 - 3.45 1.01 - 3.45 Risk-free interest rate 5.47 % 4.73 % Volatility n/a n/a 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 7). During the six months ended June 30, 2023, the Company applied a different valuation model for Yorkville given the movement in the Company's share price falling below the floor price at times and triggering of debt repayments. The estimate of the fair value was determined using a scenario analysis which incorporates various repayment and conversion scenarios and corresponding probabilities. The significant inputs to the scenario (PWERM) analysis used to determine the value of each scenario prior to weighting included the following (i) term between 0.17 to 0.21 years (ii) risk-free rate ranging between 5.34 % to 5.39 % and (iii) interest coupon rate from 6 % to 15 %. The estimate of the fair value as of December 31, 2022 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 accumulated comprehensive income in the accompanying condensed balance sheets. 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 provides a roll-forward of the aggregate fair values of the Company’s Yorkville debt for which fair values are determined using Level 3 inputs: Liabilities: Balance as of December 31, 2022 $ 37,603 Conversion of debt into common shares ( 3,792 ) Principal repayments ( 16,811 ) Fair value adjustment through earnings 2,357 Fair value adjustment through accumulated other comprehensive income ( 2,541 ) Balance as of June 30, 2023 $ 16,816 Significant inputs for the Yorkville short-term debt valuation model as of December 31, 2022 were as follows: December 31, Common share price $ 1.29 Credit spread 13.71 % Dividend yield 0 % Term (years) 0.71 Risk-free interest rate 4.75 % Volatility 45.0 % Discount yield 18.46 %

Inventory

Inventory	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Inventory	4. Inventory The Company’s major classes of inventories were as follows: June 30, December 31, 2022 Raw materials $ 7,677 $ 7,719 Work in progress 16,247 12,381 Finished goods 8,278 9,256 Inventory, gross 32,202 29,356 Less: inventory reserves ( 1,125 ) ( 1,099 ) Inventory, net 31,077 28,257 Balance Sheet Classification: Inventory 5,738 5,308 Inventory, net of current portion 25,339 22,949 $ 31,077 $ 28,257 Inventory, net of current portion includes inventory expected to remain on-hand beyond one year from each balance sheet date presented.

Property and Equipment, Net

Property and Equipment, Net	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment, Net	5. Property and Equipment, Net Property and equipment, net consisted of the following: June 30, December 31, 2022 Leasehold improvement $ 73,213 $ 70,113 Laboratory and production equipment 14,433 14,433 Machinery, equipment and fixtures 7,780 7,780 Construction in progress 1,127 3,660 Property and equipment 96,553 95,986 Less: Accumulated depreciation and amortization ( 23,929 ) ( 20,331 ) Property and equipment, net $ 72,624 $ 75,655 For the three months ended June 30, 2023 and 2022, depreciation and amortization expense was $ 1,776 and $ 1,773 , respectively. For the six months ended June 30, 2023 and 2022, depreciation and amortization expense was $ 3,598 and $ 3,516 , respectively.

Goodwill and Intangible Assets,

Goodwill and Intangible Assets, Net	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets, Net	6. Goodwill and Intangible Assets, Net The Company tests its goodwill for impairment on an annual basis in the fourth quarter of each year for all of its reporting units, or more frequently if events or circumstances indicate a potential impairment. The Company manages its operations through an evaluation of three different operating segments: Cell Therapy, Degenerative Disease and BioBanking (see Note 14). The Company determined that the operating segments represented the reporting units. The Company has two reporting units with goodwill: Cell Therapy and Biobanking. Goodwill allocated to its third reporting unit, Degenerative Disease, was fully impaired during the fourth quarter of 2022. During annual impairment tests and for any period in which the Company identifies an impairment trigger, the Company’s methodology includes internally generated separate cash flow projections for each reporting unit based on the different drivers that affect each reporting unit. The Company compares the fair values of each of its reporting units to their respective carrying amounts. If the carrying value of the reporting unit exceeds its estimated fair value, a goodwill impairment charge is recorded for the difference, with the impairment loss limited to the total amount of goodwill allocated to that reporting unit. The fair values of each of the Company's reporting units were derived using the income approach, specifically the discounted cash flow method. The use of a discounted cash flow analysis requires significant judgment to estimate the future cash flows and the period of time over which those cash flows will be realized, as well as to determine the appropriate discount rate. The discounted cash flow model reflects management's assumptions regarding revenue growth rates, risk-adjusted discount rates, terminal period growth rates, economic and market trends, and other expectations about the anticipated operating results of the Company's reporting units. As part of the goodwill impairment test, the Company also considers its market capitalization in assessing the reasonableness of the combined fair values estimated for its reporting units. Substantial changes in the cash flows assumptions of the different reporting units may lead to a future impairment or may alter the implied distribution of value between the different reporting units. A material decline in the Company’s stock price may affect the imputed discount rate and the distribution of value between the reporting units, which may also lead to a future impairment. During the first quarter of 2023, as a result of a sustained decrease in its stock price and market capitalization, and its decision to cease recruitment in its GBM and HER2+ gastric trials, the Company tested for impairment due to these triggering events. Based on the results of the impairment analysis, the carrying value exceeded the fair value on the Cell Therapy reporting unit. The Company recognized a $ 29,633 goodwill impairment charge during the first quarter of 2023 in its condensed consolidated statements of operations. During the second quarter of 2023, the Company’s stock price and market capitalization continued to decline, and the Company also determined to cease active recruitment in its AML trial and halted all NK programs. The AML trial was the Company’s most advanced clinical program with a relatively large addressable patient population given the high unmet medical need in relapsed and refractory AML. After the Company ceased recruitment, it removed all associated cash flows relating to that program including all other NK related programs as well. As a result of these triggering events, the Company fully impaired the IPR&D assets associated with these product candidates, and performed a goodwill impairment test on its Cell Therapy reporting unit. At June 30, 2023, the estimated fair value of the Cell Therapy reporting unit was determined to be at breakeven compared to the carrying value using a discount rate commensurate with the risks associated with the cash flows for preclinical product candidates. The Company also performed a reconciliation of the aggregate fair value of each reporting unit to the market capitalization of the Company. The analysis showed the fair value of the reporting units approximated our market capitalization, indicating an insignificant control premium. A future material impairment is likely to occur if there are future adverse events, including but not limited to, if the Company’s stock price and market capitalization continues to decline, if the Company concludes that additional programs in its Cell Therapy clinical pipeline will not have market potential or if the Company lowers future cash flow projections. At June 30, 2023, the estimated fair value of the Biobanking reporting unit was substantially in excess of its book value. The relative stability of the expected cash flows of the Biobanking reporting unit makes an impairment of goodwill in the future less likely. Based on the results of the impairment analysis, the Company did no t recognize a goodwill impairment charge during the second quarter of 2023. During the three and six months ended June 30, 2022 , no goodwill impairment was recognized. Refer to below discussion on acquired IPR&D asset impairments. The carrying values of goodwill assigned to the Company’s operating segments are as follows: Cell Therapy Biobanking Degenerative Total Balance at December 31, 2022 $ 112,347 $ 7,347 $ - $ 119,694 Impairment (1) ( 29,633 ) - - ( 29,633 ) Balance at June 30, 2023 $ 82,714 $ 7,347 $ - $ 90,061 (1) As of June 30, 2023 and December 31, 2022 , the accumulated goodwill impairment for the Degenerative Disease reporting unit was $ 3,610 and for Cell Therapy the accumulated goodwill impairment was $ 29,633 and $ 0 as of June 30, 2023 and December 31, 2022 , respectively. Intangible Assets, Net Intangible assets, net consisted of the following: June 30, December 31, 2022 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 ( 7,131 ) ( 6,549 ) Customer relationships ( 1,566 ) ( 1,435 ) Trade names & trademarks ( 302 ) ( 275 ) Reacquired rights ( 3,587 ) ( 3,240 ) ( 12,586 ) ( 11,499 ) Amortizable intangible assets, net 11,407 12,494 Non-amortized intangible assets Acquired IPR&D product rights 700 108,500 indefinite $ 12,107 $ 120,994 For the three months ended June 30, 2023 and 2022, amortization expense for intangible assets was $ 546 and $ 546 , respectively. For the six months ended June 30, 2023 and 2022, amortization expense for intangible assets was $ 1,087 and $ 1,087 , respectively. During the three and six months ended June 30, 2023 , the Company discontinued its unmodified NK cell and AML Cell Therapy clinical trials and as a result recorded an IPR&D impairment of $ 107,800 on its CYNK-001 and GMNK intangible assets acquired from the Anthrogenesis acquisition. During the three and six months ended June 30, 2022 , no impairment charges were recorded on intangible assets.

Debt

Debt	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Debt	7. Debt Short-Term 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 the event the daily volume weighted average price ("VWAP") of the Class A common stock is below $ 0.75 (the "floor price") for any five of seven consecutive trading days, the Company will pay Yorkville a monthly cash payment of $ 6,000 , plus any accrued and unpaid interest along with a 5.0 % redemption premium until such time as the daily VWAP for five consecutive trading days immediately prior to the due date of the next monthly payment is at least 10 % greater than $ 0.75 . On February 22, 2023, Yorkville provided notice to the Company that a "triggering event" under the terms of the PPA occurred on February 21, 2023 and approximately $ 6,500 was due to Yorkville consisting of principal, accrued interest, and redemption premium of 5 % of the principal amount being paid (collectively the “repayment amount”). On March 24, 2023, the Company paid $ 1,950 of the repayment amount owed to Yorkville towards the first trigger payment. In April 2023, the Company and Yorkville agreed that Yorkville would not accelerate any amounts outstanding under the PPA provided that (i) the Company pays the remaining balance on the first trigger payment of approximately $ 4,600 within two business days of closing a financing transaction, but in any event no later than April 14, 2023; and (ii) the Company pays in full the payment due on the second trigger payment of approximately $ 6,500 within two business days of closing a financing transaction, but in any event no later than May 14, 2023. On April 11, 2023, the Company used the net proceeds of $ 5,500 from a registered direct offering to pay in full the remaining balance on the first trigger payment and approximately $ 900 was applied towards the second trigger payment. On May 16, 2023, the Company used the net proceeds from the RWI Bridge Loan (as defined below) to repay the remaining balance on the second trigger payment for approximately $ 5,600 . Further, on June 21, 2023, the Company used the net proceeds from the Amended RWI Loan (as defined below) to repay $ 5,700 towards the third trigger payment at which point payments due under the triggering event were satisfied. During the six months ended June 30, 2023 , total repayments to Yorkville were $ 18,724 which consisted of (i) $ 16,811 applied to the principal amount; (ii) $ 1,073 towards accrued interest; and (iii) $ 840 of redemption premium. In connection with the Company's 2023 annual stockholder meeting held in June 2023, the Company and Yorkville agreed to lower the floor price to $ 0.50 (the "amended floor price") . The Company also received stockholder approval of the proposal for the issuance of more than 20 % of its pre-transaction Class A common stock outstanding at a price below the minimum price pursuant to the PPA. Further, absent prior written consent from Yorkville, the Company agreed it will not increase the size or amount borrowed under the C.V. Starr loan facility nor will not incur other borrowings or liens of any kind as long as any amounts are due and remain outstanding to Yorkville until paid in full. The Company agreed that all obligations due and owing to Yorkville will become secured obligations upon any violation under the PPA. On August 2, 2023, Yorkville provided notice to the Company that a "triggering event" under the term of the PPA occurred on August 1, 2023. As of the issuance date the Company owes $ 6,340 including interest, which is past due. Refer to Note 16 for additional information regarding subsequent events. 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. Direct costs and fees related to the PPA were recognized in earnings. 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. During the six months ended June 30, 2023 , Yorkville elected to convert $ 3,207 of principal and $ 303 of accrued interest into 4,036,966 shares of common stock and $ 162 was recognized in earnings from changes in instrument-specific credit risk. As of June 30, 2023, the fair value of the debt was $ 16,816 and the principal balance was $ 16,982 . As of December 31, 2022 , the fair value of the debt was $ 37,603 and the principal balance was $ 37,000 . Refer to Note 3 for additional details regarding the fair value measurement. Long-Term Debt – Senior Secured Bridge Loans C.V. Starr & Co., Inc On March 17, 2023, the Company entered into a loan agreement (the "Starr Bridge Loan") with C.V. Starr & Co., Inc. (“C.V. Starr”), a stockholder of the Company, for an aggregate principal amount of $ 5,000 net of an original issue discount of $ 100 . The loan bears interest at a rate equal to 12.0 % per year, with the first year of interest being paid in kind on the last day of each month, and matures on March 17, 2025 . In addition, the parties entered into a warrant agreement to acquire up to an aggregate 750,000 shares of Class A common stock ("Starr Warrant"), at a purchase price of $ 0.125 per whole share underlying the Starr Warrant or $ 94 . The Starr Warrant has a five-year term and an exercise price of $ 0.71 per share. I n June 2023, the Company granted C.V. Starr additional warrants to acquire up to an aggregate 500,000 shares of its Class A common stock, which additional warrants have a 5-year term and an exercise price of $ 0.81 per share. The Company applied the guidance for this transaction in accordance with ASC 470-20, Debt with Conversion and Other Options and ASC 815, Derivatives and Hedging . The net proceeds of the Starr Bridge Loan and Starr Warrants were recorded at fair value. The fair value of the Starr Warrants was determined using a Black-Scholes option pricing model. The Starr Warrants met the requirements for a derivative scope exception under ASC 815-10-15-74(a) for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity. The carrying amount of the Starr Bridge Loan was deemed to approximate fair value. The original issue discount is being amortized over the term of the Starr Bridge Loan. As of June 30, 2023 , the carrying value of Starr Bridge Loan inclusive of accrued interest is $ 4,910 on the condensed consolidated balance sheets. Under the terms of the Starr Bridge Loan, the Company agreed to customary negative covenants restricting its ability to repay indebtedness, pay dividends to stockholders, repay or incur other indebtedness other than as permitted, grant or suffer to exist a security interest in any of the Company’s assets, other than as permitted, or hold cash and cash equivalents less than $ 3,000 for more than five consecutive business days. In addition to the negative covenants in the Starr Bridge Loan, the Starr Bridge Loan includes customary events of default and the Company granted C.V. Starr a senior security interest in all of its assets, pari passu with RWI (as defined below). Resorts World Inc Pte Ltd On May 16, 2023, with written consent provided by Yorkville, the Company entered into a senior secured loan agreement ("RWI Bridge Loan") with Resorts World Inc Pte Ltd, ("RWI") providing for an initial loan in the aggregate principal amount of $ 6,000 net of an original issue discount of $ 120, which bears interest at a rate of 12.5 % per year, with the first year of interest being paid in kind on the last day of each month, and matured on June 14, 2023 . On June 21, 2023, the Company closed on an amended and restated senior secured loan agreement ("Amended RWI Loan"), to amend and restate the previous senior secured loan agreement, in its entirety. The Amended RWI Loan provided for an additional loan in the aggregate principal amount of $ 6,000 net of an original issue discount of $ 678 , which bears interest at a rate of 12.5 % per year, with the first year of interest being paid in kind on the last day of each month, and matures March 17, 2025 . The Amended RWI Loan extended the maturity date of the initial loan to March 17, 2025 . In addition, the Amended RWI Loan provided for the issuance of warrants to acquire up to an aggregate of 3,000,000 shares of the Company's Class A common stock ("RWI Warrants"), at a purchase price of $ 0.125 per whole share underlying the RWI Warrant (or an aggregate purchase price of $ 375 ). The RWI Warrant has a 5-year term and an exercise price of $ 0.81 per share. The Company applied the guidance for this transaction in accordance with ASC 470-20, Debt with Conversion and Other Options and ASC 815, Derivatives and Hedging . The net proceeds of the Amended RWI Loan and RWI Warrants were recorded at fair value, which resulted in a total discount of $ 2,151 based on the difference between the proceeds and fair value which were recorded as a loss within other income (expense) on the condensed consolidated statements of operations. The fair value of the RWI Warrants was determined using a Black-Scholes option pricing model. The RWI Warrants met the requirements for a derivative scope exception under ASC 815-10-15-74(a) for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity. The carrying amount of the Amended RWI Loan was deemed to approximate fair value. As of June 30, 2023 , the carrying value of Amended RWI Loan inclusive of accrued interest is $ 12,117 on the condensed consolidated balance sheets. Pursuant to the terms of the Amended RWI Loan, the Company was required to apply the net proceeds to the trigger payments due to Yorkville pursuant to the PPA. RWI is affiliated with Lim Kok Thay, a member of the Company's board of directors. In addition, the Company agreed to customary negative covenants restricting its ability to repay indebtedness, pay dividends to stockholders, repay or incur other indebtedness other than as permitted, grant or suffer to exist a security interest in any of its assets, other than as permitted, or hold cash and cash equivalents less than $ 3,000 for more than five consecutive business days, and includes customary events of default. The Company granted RWI a senior security interest in all of its assets, pari passu with C.V. Starr pursuant to the Starr Bridge Loan.

Leases

Leases	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Leases	8. Leases Lease Agreements 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 $ 909 and $ 940 for the three months ended June 30, 2023 and 2022, respectively. Rent expense was $ 1,893 and $ 1,923 for the six months ended June 30, 2023 and 2022, 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 June 30, 2023 and December 31, 2022 . 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 components of the Company’s lease costs are classified on its condensed consolidated statements of operations as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost $ 760 $ 759 $ 1,519 $ 1,519 Variable lease cost 286 367 591 692 Total operating lease cost $ 1,046 $ 1,126 $ 2,110 $ 2,211 Short term lease cost $ - $ 34 $ - $ 80 The table below shows the cash and non-cash activity related to the Company’s lease liabilities during the period: For the Six Months Ended June 30, 2023 2022 Cash paid related to lease liabilities: Operating cash flows from operating leases $ 1,441 $ 1,417 Non-cash lease liability activity: Right-of-use assets obtained in exchange for lease obligations - operating leases $ - $ - As of June 30, 2023, the maturities of the Company’s operating lease liabilities were as follows: 2023 (remaining six months) $ 1,454 2024 2,969 2025 3,042 2026 3,116 2027 3,190 Thereafter 70,341 Total lease payments 84,112 Less imputed interest ( 56,010 ) Total $ 28,102 As of June 30, 2023, the weighted average remaining lease term of the Company’s operating lease was 22.8 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	6 Months Ended
	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	9. Commitments and Contingencies Contingent Consideration Related to Business Combinations In connection with the Company'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 $ 1,606 and $ 105,945 as contingent consideration as of June 30, 2023 and December 31, 2022, respectively. During 2023, the Company discontinued its unmodified NK cell and AML Cell Therapy clinical trials subject to the contingent consideration agreement under the Anthrogenesis acquisition, and as a result the fair value of the contingent consideration obligation has decreased significantly as of June 30, 2023. Due to the contingent nature of these milestone and royalty payments, there is a high degree of management estimates that determine the fair value of the contingent consideration. See Note 3 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 June 30, 2023 or December 31, 2022. 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 intended to utilize 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. In January 2023, the Company ceased use of the software and provided a notice of dispute to Palantir on the basis that the software has not performed as promised and that Palantir has failed to provide the Company with the professional services necessary to successfully implement, integrate and enable the Foundry platform. As a result, in accordance with ASC 420 Exit or Disposal Costs , during the six months ended June 30, 2023 , the Company recognized the remaining related cease-use costs and liability estimated based on the discounted future cash flows of contract payments for $ 23,918 which is included as software cease-use costs in the condensed consolidated statements of operations. The Company has both a current and noncurrent liability for accrued R&D software on the condensed consolidated balance sheets for a total liability of $ 31,250 and $ 7,333 as of June 30, 2023 and December 31, 2022, respectively. For the six months ended June 30, 2022 , the Company recorded $ 4,000 , which was on a straight-line basis, which was included as a component of research and development expense in the condensed consolidated statements of operations. Palantir has filed to compel arbitration of this dispute. See further discussion below. 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 six months ended June 30, 2023, 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. Arbitration Demand from Palantir Technologies Inc. On April 20, 2023, Palantir Technologies Inc. ("Palantir"), commenced an arbitration with JAMS Arbitration asserting claims for declaratory relief and breach of contract relating to the May 5, 2021 Master Service Agreement (the "Palantir MSA"), seeking damages in an amount equal to the full value of the contract. The Company has responded to the arbitration demand and asserted counterclaims for breach of contract, breach of warranty, fraudulent inducement, violation of California’s Unfair Competition Law, amongst others, in relation to the Palantir MSA. While the Company believes that Palantir’s claims are without merit and intends to vigorously defend against those claims, there can be no assurance as to the outcome of the arbitration. Celularity Inc. v. Evolution Biologyx, LLC, et al. On April 17, 2023, the Company filed a complaint against Evolution Biologyx, LLC, Saleem S. Saab, individually, and Encyte, LLC (collectively, “Evolution”) in the United States District Court for the District of New Jersey to recover unpaid invoice amounts for the sale of its biomaterial products in the amount of approximately $ 2.35 million, plus interest. In September 2021, the Company executed a distribution agreement with Evolution, whereupon Evolution purchased biomaterial products from the Company for sale through Evolution’s distribution channels. The Company fulfilled Evolution’s orders and otherwise performed each of its obligations under the distribution agreement. Despite attempts to recover the outstanding invoices and Evolution’s promise to pay, Evolution has refused to pay any of the invoices and has materially breached its obligations under the distribution agreement. The Company’s complaint asserts claims of breach of contract and fraudulent inducement, amongst others. The Company intends to vigorously pursue the matter to recover the outstanding payments owed by Evolution, as well as interest and reasonable attorney's fees, but there can be no assurance as to the outcome of the litigation. Civil Investigative Demand The Company received a Civil Investigative Demand (the “Demand”) under the False Claims Act, 31 U.S.C. § 3729, dated August 14, 2022, from the U.S. Attorney’s Office for the Eastern District of Pennsylvania. The Demand requests documents and information relating to claims submitted to Medicare, Medicaid, or other federal insurers for services or procedures involving injectable human tissue therapy products derived from amniotic fluid or birth tissue and includes Interfyl. The Company is cooperating with the request and is engaged in an ongoing dialogue with the Assistant U.S. Attorneys handling the Demand. The matter is still in preliminary stages and there is uncertainty as to whether the Demand will result in any liability.

Equity

Equity	6 Months Ended
	Jun. 30, 2023
Stockholders' Equity Note [Abstract]
Equity	10. Equity Common Stock As of June 30, 2023 and December 31, 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 June 30, 2023 and December 31, 2022 , 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 May 2022 PIPE 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. On April 10, 2023, upon the closing of a registered direct offering (see further discussion below), the Company amended the existing May 2022 PIPE Warrants, to reduce the exercise price from $ 7.40 to $ 0.75 per share and extended the expiration date to five and one-half years following the closing of the offering or October 10, 2028. The modification resulted in the recognition of additional warrant liability of $ 1,389 based on the Black-Scholes option pricing model as of the modification date. A further modification occurred in connection with the July 2023 registered direct offering disclosed in Note 16 Subsequent Events . 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 six months ended June 30, 2023 , the Company received gross and net proceeds of $ 141 and $ 136 , respectively, from the sale of 132,958 shares of its common stock at an average price of $ 1.06 per share under the ATM Agreemen t. March 2023 PIPE On March 20, 2023, the Company entered into a securities purchase agreement with two accredited investors, including its Chairman and Chief Executive Officer, Dr. Robert Hariri, providing for the private placement of (i) 9,381,841 shares of its Class A common stock, and (ii) accompanying warrants to purchase up to 9,381,841 shares of Class A common stock (the "March 2023 PIPE Warrants"), for $ 0.8343 per share and $ 0.125 per accompanying March 2023 PIPE Warrant, for an aggregate purchase price of $ 9,000 (of which Dr. Hariri subscribed for $ 2,000 ). The closing of the private placement occurred on March 27, 2023. Each March 2023 PIPE Warrant has an exercise price of $ 3.00 per share, is immediately exercisable, will expire on March 27, 2028 ( five years from the date of issuance), and is subject to customary adjustments for certain transactions affecting the Company's capitalization. The March 2023 PIPE Warrants may not be exercised if the aggregate number of shares of Class A common stock beneficially owned by the holder thereof (together with its affiliates) would exceed the specified percentage cap provided therein (which may be adjusted upon 61 days advance notice) immediately after exercise thereof. The Company accounted for the March 2023 PIPE Warrants and common stock as a single non-arm's length transaction. The Company applied the guidance for this transaction in accordance with ASU 2020-06, (Subtopic 470-20): Debt - Debt with Conversion and Other Options, ASC 815 Derivatives and Hedging, and ASC 480 Distinguishing Liabilities from Equity . Accordingly, the net proceeds were allocated between common stock and the March 2023 PIPE warrants at their respective fair value, which resulted in a net premium of $ 1,650 based on the difference between the proceeds and fair value of the common stock and March 2023 PIPE warrants, which was recorded as additional paid-in capital within stockholders' equity on the condensed consolidated balance sheets. The fair value of the March 2023 PIPE Warrants was determined using a Black-Scholes option pricing model and the common stock based on closing date share price. The Company evaluated the March 2023 PIPE warrants under ASC 815 and determined that they did not require liability classification and met the requirements for a derivative scope exception under ASC 815-10-15-74(a) for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity. The warrants were recorded in additional paid-in capital within stockholders' equity on the condensed consolidated balance sheets. Registered Direct Offering On April 10, 2023, the Company closed on a registered direct offering of 9,230,770 shares of its Class A common stock together with warrants ("Registered Direct Warrants") to purchase up to 9,230,770 shares of its Class A common stock at a combined purchase price of $ 0.65 per share and accompanying warrant, resulting in total gross proceeds of approximately $ 6,000 before deducting placement agent commissions and other estimated offering expenses. The Registered Direct Warrants have an exercise price of $ 0.75 , will be exercisable beginning six months after the date of issuance and will expire five years thereafter. The Company used the $ 5,505 net proceeds from the offering to repay its obligations to Yorkville under the PPA. The Company considered the appropriate accounting guidance and concluded that the Registered Direct Warrants qualified for liability treatment, and therefore, recorded the warrant liability at fair value $ 4,280 which was based on a Black-Scholes option pricing model. The remainder of the net proceeds were allocated to the Class A common stock issued and recorded as a component of equity. May 2023 PIPE On May 18, 2023, the Company closed on a securities purchase agreement with a group of accredited investors, providing for the private placement of an aggregate (i) 5,813,945 shares of its Class A common stock and (ii) accompanying warrants to purchase up to 5,813,945 shares of Class A common stock (the “May 2023 PIPE Warrants”), for $ 0.52 per share and $ 0.125 per accompanying May 2023 PIPE Warrant, for an aggregate gross purchase price of $ 3,750 . Each May 2023 PIPE Warrant has an exercise price of $ 1.00 per share, is immediately exercisable, will expire on May 18, 2028 ( five years from the date of issuance), and is subject to customary adjustments for certain transactions affecting the Company’s capitalization. The May 2023 PIPE Warrants may not be exercised if the aggregate number of shares of Class A common stock beneficially owned by the holder thereof (together with its affiliates) would exceed the specified percentage cap provided therein (which may be adjusted upon 61 days advance notice) immediately after exercise thereof. The Company evaluated the May 2023 PIPE Warrants under ASC 815 and determined that they did not require liability classification and met the requirements for a derivative scope exception under ASC 815-10-15-74(a) for instruments that are both indexed to an entity’s own stock and classified in stockholders’ equity. Accordingly, the proceeds were allocated between common stock and the May 2023 PIPE Warrants at their respective relative fair value basis to stockholders’ equity on the condensed consolidated balance sheets. The fair value of the May 2023 PIPE Warrants was determined using a Black-Scholes option pricing model and the common stock based on the closing date share price and were recorded in additional paid-in capital within stockholders' equity on the condensed consolidated balance sheets. A partial modification occurred on the May 2023 PIPE warrants in connection with the July 2023 registered direct offering disclosed in Note 16 Subsequent Events . 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 stockholders’ equity was zero. As of June 30, 2023, the Company had 62,134,916 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 14,374,488 $ 11.50 July 16, 2026 Sponsor Warrants 8,499,999 $ 11.50 July 16, 2026 May 2022 PIPE Warrants 4,054,055 $ 0.75 October 10, 2028 March 2023 PIPE Warrants 9,381,841 $ 3.00 March 27, 2028 March 2023 Loan Warrants 750,000 $ 0.71 March 17, 2028 April 2023 Registered Direct Warrants 9,230,770 $ 0.75 October 10, 2028 May 2023 PIPE Warrants 5,813,945 $ 1.00 May 17, 2028 June 2023 Warrants 500,000 $ 0.81 June 20, 2028 June 2023 Loan Warrants 3,000,000 $ 0.81 June 20, 2028 62,134,916 Delaware Section 205 Proceeding On July 14, 2021, Celularity, then operating as GX Acquisition Corp. (“Pre-Merger Company”), held a special meeting of stockholders (the “Special Meeting”) to approve certain matters related to the business combination between the Pre-Merger Company and Celularity Operations, Inc. (“Legacy Celularity”), including a proposal to adopt a certificate of amendment to the Pre-Merger Company’s amended and restated certificate of incorporation (the “Pre-Merger Charter”) to increase the number of authorized shares of its common stock from 110,000,000 to 730,000,000 (the "Increase Amendment”). The Increase Amendment received approval from the holders of a majority of the Pre-Merger Company’s outstanding shares of Class A common stock and Class B common stock, voting together as a single class, that were outstanding as of the record date for such Special Meeting. Following the Special Meeting, the business combination closed, the Pre-Merger Company changed its name to “Celularity Inc.” and the Pre-Merger Charter, as amended to give effect to the Authorized Share Amendment (the “New Charter”), became effective. A recent decision by the Court of Chancery of the State of Delaware (the “Court”) in Garfield v. Boxed, Inc. , 2022 WL 17959766 (Del. Ch. Dec. 27, 2022), created uncertainty as to whether Section 242(b)(2) of the Delaware General Corporation Law (“DGCL”) would have required the Celularity to seek and obtain a vote of a majority of the shares of Class A common stock to approve the Increase Amendment to the Pre-Merger Charter. Thus, to resolve any potential uncertainty, on March 14, 2023, Celularity filed a petition (the “Petition”) in the Court under Section 205 of the DGCL seeking validation and a declaration of effectiveness of the New Charter and actions taken in reliance thereon, including the Increase Amendment and the shares issued pursuant thereto, captioned In re Celularity, Inc. , C.A. No. 2023-0317-LWW (Del. Ch.) (the “Section 205 Action”). Section 205 of the DGCL permits the Court, in its discretion, to ratify and validate potentially validate corporate acts and stock after considering a variety of factors. On March 29, 2023, the Court of Chancery held a hearing in the Section 205 Action and orally granted the Petition, and, later that same day, the Court issued an order in the Section 205 Action, in which it validated and declared effective the Increase Amendment and the Certificate of Incorporation as of 10:00 a.m. (EDT) on July 16, 2021, and all shares of capital stock of the Company issued in reliance on the effectiveness of the Increase Amendment and the Certificate of Incorporation as of the date and time of the original issuance of such shares. The Courts order has addressed and eliminated the uncertainty created by the Garfield Court’s decision.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-Based Compensation	11. 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 June 30, 2023, 14,808,089 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 or estimated term based on the underlying agreement. • 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 six months ended June 30, 2023: Risk-free interest rate 4.0 % Expected term (in years) 5.5 Expected volatility 85.2 % Expected dividend yield 0 % The weighted average grant-date fair value per share of stock options granted during the six months ended June 30, 2023 and 2022 was $ 0.54 and $ 6.23 , respectively. The following table summarizes option activity with service conditions under the 2021 Plan and the 2017 Plan: Options Weighted Weighted Aggregate Outstanding at January 1, 2023 25,059,409 $ 4.90 6.1 $ 7,851 Granted 2,222,224 0.75 Exercised ( 1,086,371 ) 0.28 Forfeited ( 717,370 ) 6.32 Outstanding at June 30, 2023 25,477,892 $ 4.65 6.1 $ 1,690 Vested and expected to vest June 30, 2023 25,477,892 $ 4.65 6.1 $ 1,690 Exercisable at June 30, 2023 20,452,090 $ 4.55 5.4 $ 1,690 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 six months ended June 30, 2023, the aggregate intrinsic value was $ 488 for the stock options exercised. The Company recorded stock-based compensation expense relating to option awards with service conditions of $ 2,285 and $ 4,697 for the three and six months ended June 30, 2023, respectively. The Company recorded stock-based compensation expense relating to option awards with service conditions of $ 2,754 and $ 4,322 for the three and six months ended June 30, 2022, respectively. As of June 30, 2023, unrecognized compensation cost for options issued with service conditions was $ 17,554 , and will be recognized over an estimated weighted-average amortization period of 1.72 years. Awards with Market Conditions In September 2021, the Company awarded options to acquire a total of 2,469,282 shares with an exercise price of $ 6.32 to the Company’s former President in connection with the commencement of his employment. The grant was comprised of four equal tranches, and would 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 Company’s President resigned effective August 31, 2022, and the President’s award was terminated at such time, all previously recognized stock-based compensation expense was reversed, and a consulting agreement was signed thereafter, refer to Note 15 for further details. The Company recognized $ 437 and $ 869 in stock-based compensation for the three and six months ended June 30, 2022. Awards with Performance Conditions In connection with the advisory agreement signed with Robin L. Smith, MD (see Note 15), 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 of directors. 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. On November 1, 2022, the second tranche of 200,000 stock options vested upon achievement of the first milestone. 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. There were no milestones achieved and accordingly there was no stock-based compensation recorded during the three and six months ended June 30, 2023. As of June 30, 2023, the remaining unrecognized compensation cost was $ 1,175 , and will be recognized upon probable achievement of the milestones. Restricted Stock Units The Company issues restricted stock units (“RSUs”) to employees that generally vest over a four-year period, with 25 % vesting on the anniversary of the grant date, and the remainder vesting in equal annual installments thereafter so that vested in full on the four-year anniversary of the grant date. At times, the board of directors may approve exceptions to the standard RSU vesting terms. 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 January 1, 2023 2,274,029 $ 7.34 Granted 5,717,268 $ 0.72 Vested ( 645,172 ) $ 6.71 Forfeited ( 1,109,158 ) $ 3.50 Outstanding at June 30, 2023 6,236,967 $ 2.01 The Company recorded stock-based compensation expense of $ 1,571 and $ 3,147 for the three and six months ended June 30, 2023, respectively, related to RSUs. The Company recorded stock-based compensation expense of $ 1,340 and $ 1,760 for the three and six months ended June 30, 2022, respectively, related to RSUs. As of June 30, 2023, the total unrecognized expense related to all RSUs was $ 10,381 , which the Company expects to recognize over a weighted-average period of 1.34 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 132 $ 131 $ 296 $ 168 Research and development 447 741 1,005 989 Selling, general and administrative 3,277 3,657 6,543 5,794 $ 3,856 $ 4,529 $ 7,844 $ 6,951

Revenue Recognition

Revenue Recognition	6 Months Ended
	Jun. 30, 2023
Revenue from Contract with Customer [Abstract]
Revenue Recognition	12. Revenue Recognition The following table provides information about disaggregated revenue by product and services: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Product sales and rentals, net $ 906 $ 1,228 $ 1,949 $ 1,879 Processing and storage fees, net 1,278 1,373 2,635 2,656 License, royalty and other 754 1,175 2,289 5,176 Net revenue $ 2,938 $ 3,776 $ 6,873 $ 9,711 The following table provides changes in deferred revenue from contract liabilities: 2023 2022 Balance at January 1 $ 4,492 $ 4,067 Deferral of revenue* 2,438 2,397 Recognition of unearned revenue ( 2,263 ) ( 2,235 ) Balance at June 30 $ 4,667 $ 4,229 * 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.

License and Distribution Agreem

License and Distribution Agreements	6 Months Ended
	Jun. 30, 2023
License And Distribution Agreements [Abstract]
License And Distribution Agreements	13. License and Distribution Agreements Sorrento Therapeutics, Inc. License and Transfer Agreement The Company and Sorrento Therapeutics, Inc. ("Sorrento"), a related party, 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”), a related party, 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, 2023, 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. On June 14, 2023, the Genting Agreement was amended to include manufacturing rights in the territories covered under the agreement, expanded to include two new countries, and a commitment by the Company to provide technology transfer pursuant to the plan established by a Joint Steering Committee. 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. Pulthera, LLC Binding Term Sheet Concurrent with the entry into the securities purchase agreement for the private placement described in Note 10 above, the Company executed a binding term sheet to negotiate and enter into a sublicense agreement of certain assets from an affiliate of Pulthera, LLC (the "sublicensor"). Pursuant to the binding term sheet, the Company paid sublicensor $ 3,000 option fee in cash and issued $ 1,000 of shares of its Class A common stock ( 1,694,915 shares based on the closing price on March 17, 2023) as consideration for stem-cells inventory to be used in research and development. The option fee paid by the Company will be applied towards an initial license fee as outlined in the sublicense agreement. The Company is required to use diligent and reasonable efforts to develop and obtain regulatory approval to market at least one licensed product contingent upon a firm written commitment to provide further financing to the Company. The $ 3,000 option fee was recorded as acquired IPR&D expense included in research and development expense on the condensed consolidated statements of operations for the six months ended June 30, 2023 , as the acquired IPR&D had no alternative future use.

Segment Information

Segment Information	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Segment Information	14. Segment Information The Company regularly reviews its segments and the approach used by management to evaluate performance and allocate resources. The Company manages its operations through an evaluation of three distinct business segments: Cell Therapy, Degenerative Disease, and BioBanking. 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 $ 246,419 and $ 401,066 as of June 30, 2023 and December 31, 2022, respectively. Financial information by segment for the three months ended June 30, 2023 and 2022 is as follows: Three Months Ended June 30, 2023 Cell BioBanking Degenerative Other Total Net sales $ - $ 1,278 $ 1,660 $ - $ 2,938 Gross profit - 793 1,343 - 2,136 Direct expenses 8,456 86 1,889 11,252 21,683 Segment contribution $ ( 8,456 ) $ 707 $ ( 546 ) ( 11,252 ) ( 19,547 ) Indirect expenses 22,929 (a) 22,929 Loss from operations $ ( 42,476 ) (a) Components of other Change in fair value of contingent consideration liability ( 85,407 ) Change in fair value of contingent stock consideration ( 10 ) Goodwill impairment - IPR&D impairment 107,800 Amortization 546 Total other $ 22,929 Three Months Ended June 30, 2022 Cell BioBanking Degenerative Other Total Net sales $ - $ 1,373 $ 2,403 $ - $ 3,776 Gross profit - 108 489 - 597 Direct expenses 24,820 256 3,179 13,622 41,877 Segment contribution $ ( 24,820 ) $ ( 148 ) $ ( 2,690 ) ( 13,622 ) ( 41,280 ) Indirect expenses ( 45,455 ) (b) ( 45,455 ) Income from operations $ 4,175 (b) Components of other Change in fair value of contingent consideration liability ( 45,047 ) Change in fair value of contingent stock consideration ( 954 ) Amortization 546 Total other $ ( 45,455 ) Financial information by segment for the six months ended June 30, 2023 and 2022 is as follows: Six Months Ended June 30, 2023 Cell BioBanking Degenerative Other Total Net sales $ - $ 2,635 $ 4,238 $ - $ 6,873 Gross profit - 1,678 2,390 - 4,068 Direct expenses 48,618 430 4,898 22,407 76,353 Segment contribution $ ( 48,618 ) $ 1,248 $ ( 2,508 ) ( 22,407 ) ( 72,285 ) Indirect expenses 34,061 (c) 34,061 Loss from operations $ ( 106,346 ) (c) Components of other Change in fair value of contingent consideration liability ( 104,339 ) Change in fair value of contingent stock consideration ( 120 ) Goodwill impairment 29,633 IPR&D impairment 107,800 Amortization 1,087 Total other $ 34,061 Six Months Ended June 30, 2022 Cell BioBanking Degenerative Other Total Net sales $ - $ 2,656 $ 7,055 $ - $ 9,711 Gross profit - 443 2,063 - 2,506 Direct expenses 46,033 882 4,638 26,892 78,445 Segment contribution $ ( 46,033 ) $ ( 439 ) $ ( 2,575 ) ( 26,892 ) ( 75,939 ) Indirect expenses ( 38,500 ) (d) ( 38,500 ) Loss from operations $ ( 37,439 ) (d) Components of other Change in fair value of contingent consideration liability ( 40,198 ) Change in fair value of contingent stock consideration 611 Amortization 1,087 Total other $ ( 38,500 )

Related Party Transactions

Related Party Transactions	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	15. Related Party Transactions Amended and Restated Employment Agreement with Dr. Robert Hariri On January 25, 2023, in order to address the Company's current working capital requirements, Robert Hariri, M.D., Ph.D., the Company's Chairman and Chief Executive Officer, agreed to temporarily reduce payment of his salary pursuant to his employment agreement to minimum wage level with the remaining salary deferred until December 31, 2023. As of June 30, 2023 , $ 536 was recorded to accrued expenses on the condensed consolidated balance shee ts. Consulting Agreement with Dr. Andrew Pecora On 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 scientific and clinical advisor agreement (the “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 consulting agreement was early terminated effective January 14, 2023. Dr. Pecora continues to serve on the Company’s scientific and clinical advisory board. 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 six months ended June 30, 2023 , and $ 100 was recorded to accrued expenses on the condensed consolidated balance sheets as of June 30, 2023. 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 former President, is the Founder and Chairman of the Board of COTA and Dr. Robin L. Smith, a member of the Company’s board of directors, is an investor in COTA. The Company did not make any payments to COTA for the six months ended June 30, 2023 and 2022, respectively. Cryoport Systems, Inc During the six months ended June 30, 2023 and 2022 , the Company made payments totaling $ 33 and $ 35 , 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. C.V. Starr Loan On March 17, 2023, the Company entered into a $ 5,000 loan agreement with C.V. Starr. C.V. Starr is a significant stockholder of the Company, holding 750,000 warrants issued in March 2023 and another 500,000 issued in June 2023, for a total of 1,250,000 warrants to purchase Class A common stock and 7,640,693 shares of Class A common stock as of June 30, 2023. Resorts World Inc Pte Ltd On May 16, 2023, the Company entered into a $ 12,000 loan agreement, as amended on June 21, 2023, with Resorts World Inc Pte Ltd, ("RWI"). RWI is affiliated with Lim Kok Thay, a member of the Company's board of directors, holding 3,000,000 warrants to purchase Class A common stock as of June 30, 2023. 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 private investment in public equity financing. During the six months ended June 30, 2023 and 2022 , the Company made payments totaling $ 0 and $ 1,821 , respectively, to Sorrento for supply of products pursuant to the supply agreement.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	16. Subsequent Events The Company has evaluated subsequent events and there are no items requiring disclosure except the following: Registered Direct Offering In July 2023, the Company closed a registered direct offering contemplated by a securities purchase agreement with an institutional accredited investor for the sale and issuance of (i) 8,571,429 shares of the Company's Class A common stock and (ii) accompanying warrants to purchase up to 8,571,429 shares of Class A common stock, at a combined purchase price of $ 0.35 per share and accompanying warrant, for an aggregate purchase price of approximately $ 3,000 . Each warrant has an exercise price of $ 0.35 per share, is initially exercisable beginning six months following the date of issuance, and will expire five years from the initial exercise date. In connection with the offering, the Company also entered into an amendment to certain existing warrants to purchase up to an aggregate of 8,928,572 shares ( consisting of all of the warrants originally issued in May 2022 and a portion of which were issued in April 2023 ), pursuant to which, effective upon the closing of the offering, such amended warrants will have a reduced exercise price of $ 0.35 per share. Board Member Departure On July 31, 2023, John Sculley, a Class III member of the board of directors, notified the board of directors of his intention to resign as a member of the board and all committees thereof effective August 4, 2023. Mr. Sculley’s decision to resign was not due to any disagreement with Celularity on any matter, or relating to its operations, policies, or practices. Yorkville On August 2, 2023, Yorkville provided notice to the Company that a “triggering event” had occurred on August 1, 2023, as provided for under the terms of the PPA. As a result of this triggering event, the Company is required to make repayments of $ 6,000 per month plus a payment premium of 5 % of the principal amount being paid and all outstanding accrued and unpaid interest (collectively the “repayment amount”). As of the issuance date, the Company owes $ 6,340 including interest, which is past due. While the Company intends to obtain a waiver, i f the Company fails to secure a waiver from Yorkville and fails to pay the remaining repayment amount currently due, Yorkville could deem such non-payment an event of default under the PPA. If Yorkville deems such non-payment an event of default, Yorkville may, at its discretion, exercise its rights and remedies as provided in the PPA which may include, among others, accelerating the repayment of the total principal due under the PPA. Refer to the Going Concern disclosure in Note 1 for further details. C.V. Starr and RWI Loan Agreements As of issuance date, the Company's cash and cash equivalents fell below $ 3,000 for more than five consecutive business days, which per the terms of the loan agreements with RWI and C.V. Starr (See Note 7) caused an event of default. The Company is actively pursuing additional capital for working capital and general corporate purposes. As part of these efforts, the Company intends to raise sufficient capital to cure any breach of our contractual covenants within the cure periods set forth in the respective agreements. In the event the Company is unable to cure such breaches during the prescribed cure period, the Company will seek waivers from its lenders. If the Company cannot secure a waiver from its secured lenders, the lenders may declare the outstanding principal of the loans due and payable. Refer to the Going Concern disclosure in Note 1 for further details.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
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 audited financial statements as of and for the year ended December 31, 2022. 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 June 30, 2023, and its results of operations, statement of changes in stockholder’s equity and cash flows for the six months ended June 30, 2023 and 2022. Operating results for the six months ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. 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, 2022 included in the Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2023, (the “2022 Form 10-K”).
Use of Estimates	Use of Estimates The preparation of the Company’s unaudited 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 revenue and 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, 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.
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 only component of 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. During the six months ended June 30, 2023 , the Company recorded instrument-specific credit risk income of $ 2,541 and reclassified $ 162 from accumulated other comprehensive income to other income (expense) on the condensed consolidated statements of operations upon short-term debt conversion. These amounts have been recorded as a separate component of stockholders’ equity. During the six months ended June 30, 2022 , the Company did no t have a component of other comprehensive income (loss).
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 June 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 June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net (loss) income $ ( 47,949 ) $ 47,826 $ ( 111,966 ) $ ( 15,041 ) Denominator: Weighted average shares outstanding, basic 176,563,980 140,152,245 166,023,075 135,302,472 Weighted average dilutive stock options - 11,089,847 - - Weighted average restricted stock units - 69,688 - - Weighted average shares outstanding, diluted 176,563,980 151,311,780 166,023,075 135,302,472 Net income (loss), basic $ ( 0.27 ) $ 0.34 $ ( 0.67 ) $ ( 0.11 ) Net income (loss), diluted $ ( 0.27 ) $ 0.32 $ ( 0.67 ) $ ( 0.11 ) 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 June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Stock options 1,783,883 9,490,717 26,527,892 25,648,358 Restricted stock units 421,987 1,597,502 6,236,967 2,148,776 Convertible debt 24,126,962 - 24,126,962 - Warrants 62,134,916 33,458,560 62,134,916 33,458,560 88,467,748 44,546,779 119,026,737 61,255,694
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 six months ended June 30, 2023 and 2022 in Note 14.
Allowance for Credit Losses and Concentrations of Credit Risk	Allowance for Credit Losses and Concentrations of Credit Risk With the adoption of ASU 2016-13 Financial Instruments — Credit Losses, as noted below, the Company recognizes credit losses based on a forward-looking current expected credit losses. The Company makes estimates of expected credit losses based upon its assessment of various factors, including historical collection experience, the age of accounts receivable balances, credit quality of its customers, current economic conditions, reasonable and supportable forecasts of future economic conditions, and other factors that may affect its ability to collect from 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 June 30, 2023 , two of the Company's customers comprised 60 % of the Company's outstanding gross accounts receivable. As of December 31, 2022 , three of the Company's customers comprised 71 % of the Company's outstanding gross accounts receivable. During the six months ended June 30, 2023 , the Company had two customers provide for 31 % of revenue. During the three months ended June 30, 2022 , the Company had three customers provide for 53 % of revenue.
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.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified to conform with current year presentation on the condensed consolidated balance sheets and condensed consolidated statements of cash flows between accrued expenses and accrued research and development ("R&D") software to separately present the Palantir cease-use liability recorded during the six months ended June 30, 2023 (See Note 9 for further information) .
Recently Adopted Accounting Pronouncements	Recently Adopted 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 adopted ASU 2016-13 effective January 1, 2023 . The standard did no t have a material impact on the unaudited condensed consolidated financial statements.
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements There were no recently issued accounting standards not yet adopted which would have a material effect on the Company’s financial statements.

Summary of Significant Accoun_3

Summary of Significant Accounting Policies (Tables)	6 Months Ended
	Jun. 30, 2023
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 June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Numerator: Net (loss) income $ ( 47,949 ) $ 47,826 $ ( 111,966 ) $ ( 15,041 ) Denominator: Weighted average shares outstanding, basic 176,563,980 140,152,245 166,023,075 135,302,472 Weighted average dilutive stock options - 11,089,847 - - Weighted average restricted stock units - 69,688 - - Weighted average shares outstanding, diluted 176,563,980 151,311,780 166,023,075 135,302,472 Net income (loss), basic $ ( 0.27 ) $ 0.34 $ ( 0.67 ) $ ( 0.11 ) Net income (loss), diluted $ ( 0.27 ) $ 0.32 $ ( 0.67 ) $ ( 0.11 )
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 June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Stock options 1,783,883 9,490,717 26,527,892 25,648,358 Restricted stock units 421,987 1,597,502 6,236,967 2,148,776 Convertible debt 24,126,962 - 24,126,962 - Warrants 62,134,916 33,458,560 62,134,916 33,458,560 88,467,748 44,546,779 119,026,737 61,255,694

Fair Value of Financial Asset_2

Fair Value of Financial Assets and Liabilities (Tables)	6 Months Ended
	Jun. 30, 2023
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 June 30, 2023 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 2,679 $ — $ — $ 2,679 Convertible note receivable — — 2,072 2,072 $ 2,679 $ — $ 2,072 $ 4,751 Liabilities: Acquisition-related contingent consideration obligations $ — $ — $ 1,606 $ 1,606 Contingent stock consideration — — 66 66 Short-term debt - Yorkville — — 16,816 16,816 Warrant liability - April 2023 Registered Direct Warrants — — 3,349 3,349 Warrant liability - May 2022 PIPE Warrants — — 1,471 1,471 Warrant liability - Sponsor Warrants — — 595 595 Warrant liability - Public Warrants 862 — — 862 $ 862 $ — $ 23,903 $ 24,765 Fair Value Measurements as of December 31, 2022 Level 1 Level 2 Level 3 Total Assets: Cash equivalents - money market funds $ 12,174 $ — $ — $ 12,174 Convertible note receivable — — 2,514 2,514 $ 12,174 $ — $ 2,514 $ 14,688 Liabilities: Acquisition-related contingent consideration obligations $ — $ — $ 105,945 $ 105,945 Contingent stock consideration — — 186 186 Short-term debt - Yorkville — — 37,603 37,603 Warrant liability - May 2022 PIPE Warrants — — 1,402 1,402 Warrant liability - Sponsor Warrants — — 1,190 1,190 Warrant liability - Public Warrants 1,006 — — 1,006 $ 1,006 $ — $ 146,326 $ 147,332
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 June 30, 2023 and December 31, 2022: Balance as of Net Purchases, Fair value Balance as of Liabilities: Acquisition-related contingent consideration obligations $ 105,945 $ — $ — $ ( 104,339 ) $ 1,606 Balance as of Net Purchases, Fair value Balance as of Liabilities: Acquisition-related contingent consideration obligations $ 232,222 $ — $ — $ ( 126,277 ) $ 105,945
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, 2021 $ 25,962 May 2022 PIPE warrant issuance 19,745 Gain recognized in earnings from change in fair value ( 42,109 ) Balance as of December 31, 2022 $ 3,598 Balance as of December 31, 2022 $ 3,598 Gain recognized in earnings from change in fair value ( 1,601 ) April 2023 Registered Direct warrant issuance 4,280 Balance as of June 30, 2023 $ 6,277
Schedule of Fair Value of the Liability Classified Warrants	The fair value of the liability classified warrants are as follows: June 30, December 31, Public Warrants $ 862 $ 1,006 Sponsor Warrants 595 1,190 April 2023 Registered Direct Warrants 3,349 — May 2022 PIPE Warrants 1,471 1,402 Total $ 6,277 $ 3,598
Schedule of Convertible Note Valuation Model	Significant inputs for the convertible note valuation model are as follows: June 30, December 31, Face value $ 4,000 $ 4,000 Coupon rate 12 % - 17 % 12 % - 17 % Stock price $ 0.02 $ 0.02 Term (years) .51 - 3.45 1.01 - 3.45 Risk-free interest rate 5.47 % 4.73 % Volatility n/a n/a
Fair Value Assets of Yorkville Debt Measured on Recurring Basis Unobservable Input Reconciliation	The following table provides a roll-forward of the aggregate fair values of the Company’s Yorkville debt for which fair values are determined using Level 3 inputs: Liabilities: Balance as of December 31, 2022 $ 37,603 Conversion of debt into common shares ( 3,792 ) Principal repayments ( 16,811 ) Fair value adjustment through earnings 2,357 Fair value adjustment through accumulated other comprehensive income ( 2,541 ) Balance as of June 30, 2023 $ 16,816
Schedule Of Yorkville short-term debt valuation model	Significant inputs for the Yorkville short-term debt valuation model as of December 31, 2022 were as follows: December 31, Common share price $ 1.29 Credit spread 13.71 % Dividend yield 0 % Term (years) 0.71 Risk-free interest rate 4.75 % Volatility 45.0 % Discount yield 18.46 %
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: June 30, December 31, Common share price $ 0.53 $ 1.29 Exercise price $ 11.50 $ 11.50 Dividend yield 0 % 0 % Term (years) 3.0 3.5 Risk-free interest rate 4.48 % 4.16 % Volatility 103.0 % 75.0 %
May 2022 PIPE Warrants and April 2023 Registered Direct 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 and April 2023 Registered Direct Warrants are as follows: June 30, December 31, Common share price $ 0.53 $ 1.29 Exercise price $ 0.75 $ 8.25 Dividend yield 0 % 0 % Term (years) 5.3 4.4 Risk-free interest rate 4.13 % 3.99 % Volatility 90.1 % 81.2 %

Inventory (Tables)

Inventory (Tables)	6 Months Ended
	Jun. 30, 2023
Inventory Disclosure [Abstract]
Schedule of Major Classes of Inventories	The Company’s major classes of inventories were as follows: June 30, December 31, 2022 Raw materials $ 7,677 $ 7,719 Work in progress 16,247 12,381 Finished goods 8,278 9,256 Inventory, gross 32,202 29,356 Less: inventory reserves ( 1,125 ) ( 1,099 ) Inventory, net 31,077 28,257 Balance Sheet Classification: Inventory 5,738 5,308 Inventory, net of current portion 25,339 22,949 $ 31,077 $ 28,257

Property and Equipment, Net (Ta

Property and Equipment, Net (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment, Net	Property and equipment, net consisted of the following: June 30, December 31, 2022 Leasehold improvement $ 73,213 $ 70,113 Laboratory and production equipment 14,433 14,433 Machinery, equipment and fixtures 7,780 7,780 Construction in progress 1,127 3,660 Property and equipment 96,553 95,986 Less: Accumulated depreciation and amortization ( 23,929 ) ( 20,331 ) Property and equipment, net $ 72,624 $ 75,655

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets, Net (Tables)	6 Months Ended
	Jun. 30, 2023
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: Cell Therapy Biobanking Degenerative Total Balance at December 31, 2022 $ 112,347 $ 7,347 $ - $ 119,694 Impairment (1) ( 29,633 ) - - ( 29,633 ) Balance at June 30, 2023 $ 82,714 $ 7,347 $ - $ 90,061 (1) As of June 30, 2023 and December 31, 2022 , the accumulated goodwill impairment for the Degenerative Disease reporting unit was $ 3,610 and for Cell Therapy the accumulated goodwill impairment was $ 29,633 and $ 0 as of June 30, 2023 and December 31, 2022 , respectively.
Schedule of Intangible Assets, Net	Intangible assets, net consisted of the following: June 30, December 31, 2022 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 ( 7,131 ) ( 6,549 ) Customer relationships ( 1,566 ) ( 1,435 ) Trade names & trademarks ( 302 ) ( 275 ) Reacquired rights ( 3,587 ) ( 3,240 ) ( 12,586 ) ( 11,499 ) Amortizable intangible assets, net 11,407 12,494 Non-amortized intangible assets Acquired IPR&D product rights 700 108,500 indefinite $ 12,107 $ 120,994

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Schedule of Lease Costs	The components of the Company’s lease costs are classified on its condensed consolidated statements of operations as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2023 2022 2023 2022 Operating lease cost $ 760 $ 759 $ 1,519 $ 1,519 Variable lease cost 286 367 591 692 Total operating lease cost $ 1,046 $ 1,126 $ 2,110 $ 2,211 Short term lease cost $ - $ 34 $ - $ 80
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: For the Six Months Ended June 30, 2023 2022 Cash paid related to lease liabilities: Operating cash flows from operating leases $ 1,441 $ 1,417 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 June 30, 2023, the maturities of the Company’s operating lease liabilities were as follows: 2023 (remaining six months) $ 1,454 2024 2,969 2025 3,042 2026 3,116 2027 3,190 Thereafter 70,341 Total lease payments 84,112 Less imputed interest ( 56,010 ) Total $ 28,102

Equity (Tables)

Equity (Tables)	6 Months Ended
	Jun. 30, 2023
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 14,374,488 $ 11.50 July 16, 2026 Sponsor Warrants 8,499,999 $ 11.50 July 16, 2026 May 2022 PIPE Warrants 4,054,055 $ 0.75 October 10, 2028 March 2023 PIPE Warrants 9,381,841 $ 3.00 March 27, 2028 March 2023 Loan Warrants 750,000 $ 0.71 March 17, 2028 April 2023 Registered Direct Warrants 9,230,770 $ 0.75 October 10, 2028 May 2023 PIPE Warrants 5,813,945 $ 1.00 May 17, 2028 June 2023 Warrants 500,000 $ 0.81 June 20, 2028 June 2023 Loan Warrants 3,000,000 $ 0.81 June 20, 2028 62,134,916

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [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 six months ended June 30, 2023: Risk-free interest rate 4.0 % Expected term (in years) 5.5 Expected volatility 85.2 % 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 Outstanding at January 1, 2023 25,059,409 $ 4.90 6.1 $ 7,851 Granted 2,222,224 0.75 Exercised ( 1,086,371 ) 0.28 Forfeited ( 717,370 ) 6.32 Outstanding at June 30, 2023 25,477,892 $ 4.65 6.1 $ 1,690 Vested and expected to vest June 30, 2023 25,477,892 $ 4.65 6.1 $ 1,690 Exercisable at June 30, 2023 20,452,090 $ 4.55 5.4 $ 1,690
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 January 1, 2023 2,274,029 $ 7.34 Granted 5,717,268 $ 0.72 Vested ( 645,172 ) $ 6.71 Forfeited ( 1,109,158 ) $ 3.50 Outstanding at June 30, 2023 6,236,967 $ 2.01
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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Cost of revenue $ 132 $ 131 $ 296 $ 168 Research and development 447 741 1,005 989 Selling, general and administrative 3,277 3,657 6,543 5,794 $ 3,856 $ 4,529 $ 7,844 $ 6,951

Revenue Recognition (Tables)

Revenue Recognition (Tables)	6 Months Ended
	Jun. 30, 2023
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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Product sales and rentals, net $ 906 $ 1,228 $ 1,949 $ 1,879 Processing and storage fees, net 1,278 1,373 2,635 2,656 License, royalty and other 754 1,175 2,289 5,176 Net revenue $ 2,938 $ 3,776 $ 6,873 $ 9,711
Schedule of Changes in Deferred Revenue from Contract Liabilities	The following table provides changes in deferred revenue from contract liabilities: 2023 2022 Balance at January 1 $ 4,492 $ 4,067 Deferral of revenue* 2,438 2,397 Recognition of unearned revenue ( 2,263 ) ( 2,235 ) Balance at June 30 $ 4,667 $ 4,229 * 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.

Segment Information (Tables)

Segment Information (Tables)	6 Months Ended
	Jun. 30, 2023
Segment Reporting [Abstract]
Schedule of Financial Information by Segment	Financial information by segment for the three months ended June 30, 2023 and 2022 is as follows: Three Months Ended June 30, 2023 Cell BioBanking Degenerative Other Total Net sales $ - $ 1,278 $ 1,660 $ - $ 2,938 Gross profit - 793 1,343 - 2,136 Direct expenses 8,456 86 1,889 11,252 21,683 Segment contribution $ ( 8,456 ) $ 707 $ ( 546 ) ( 11,252 ) ( 19,547 ) Indirect expenses 22,929 (a) 22,929 Loss from operations $ ( 42,476 ) (a) Components of other Change in fair value of contingent consideration liability ( 85,407 ) Change in fair value of contingent stock consideration ( 10 ) Goodwill impairment - IPR&D impairment 107,800 Amortization 546 Total other $ 22,929 Three Months Ended June 30, 2022 Cell BioBanking Degenerative Other Total Net sales $ - $ 1,373 $ 2,403 $ - $ 3,776 Gross profit - 108 489 - 597 Direct expenses 24,820 256 3,179 13,622 41,877 Segment contribution $ ( 24,820 ) $ ( 148 ) $ ( 2,690 ) ( 13,622 ) ( 41,280 ) Indirect expenses ( 45,455 ) (b) ( 45,455 ) Income from operations $ 4,175 (b) Components of other Change in fair value of contingent consideration liability ( 45,047 ) Change in fair value of contingent stock consideration ( 954 ) Amortization 546 Total other $ ( 45,455 ) Financial information by segment for the six months ended June 30, 2023 and 2022 is as follows: Six Months Ended June 30, 2023 Cell BioBanking Degenerative Other Total Net sales $ - $ 2,635 $ 4,238 $ - $ 6,873 Gross profit - 1,678 2,390 - 4,068 Direct expenses 48,618 430 4,898 22,407 76,353 Segment contribution $ ( 48,618 ) $ 1,248 $ ( 2,508 ) ( 22,407 ) ( 72,285 ) Indirect expenses 34,061 (c) 34,061 Loss from operations $ ( 106,346 ) (c) Components of other Change in fair value of contingent consideration liability ( 104,339 ) Change in fair value of contingent stock consideration ( 120 ) Goodwill impairment 29,633 IPR&D impairment 107,800 Amortization 1,087 Total other $ 34,061 Six Months Ended June 30, 2022 Cell BioBanking Degenerative Other Total Net sales $ - $ 2,656 $ 7,055 $ - $ 9,711 Gross profit - 443 2,063 - 2,506 Direct expenses 46,033 882 4,638 26,892 78,445 Segment contribution $ ( 46,033 ) $ ( 439 ) $ ( 2,575 ) ( 26,892 ) ( 75,939 ) Indirect expenses ( 38,500 ) (d) ( 38,500 ) Loss from operations $ ( 37,439 ) (d) Components of other Change in fair value of contingent consideration liability ( 40,198 ) Change in fair value of contingent stock consideration 611 Amortization 1,087 Total other $ ( 38,500 )

Nature of Business - Additional

Nature of Business - Additional Information (Details) $ / shares in Units, $ in Thousands				3 Months Ended		6 Months Ended
	Aug. 01, 2023 USD ($)	Mar. 14, 2023 Days $ / shares	Feb. 21, 2023 USD ($)	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) ft² $ / shares	Jun. 30, 2022 USD ($)	Aug. 14, 2023 USD ($)	Aug. 02, 2023 USD ($)	Dec. 31, 2022 USD ($)
Description Of Organization And Business Operations Details [Line Items]
Date of incorporation						Aug. 24, 2018
Percentage of reduction in workforce						0.33%
Area of building | ft²						147,215
Net loss				$ (47,949)	$ 47,826	$ (111,966)	$ (15,041)
Net cash used in operating activities						(26,022)	$ (70,571)
Accumulated deficit				(757,462)		(757,462)				$ (645,496)
Debt principal balance				16,816		16,816				37,603
Fall in cash and cash equivalents								$ 3,000
Unrestricted cash and cash equivalents								1,700
Common Class A [Member]
Description Of Organization And Business Operations Details [Line Items]
Closing bid price per share of common stock | $ / shares		$ 1
Consecutive business days | Days		30
Minimum bid price requirement compliance period		180 days
Yorkville [Member]
Description Of Organization And Business Operations Details [Line Items]
Debt principal balance				16,816		16,816				$ 37,603
Pre-Paid Advance Agreement [Member] | Yorkville [Member]
Description Of Organization And Business Operations Details [Line Items]
Debt principal balance				$ 17,000		$ 17,000
Share price per share | $ / shares				$ 0.5		$ 0.5
Amount of monthly repayment			$ 6,500
Percentage of premium principal amount			5%			5%
Pre-Paid Advance Agreement [Member] | Yorkville [Member] | Subsequent Event [Member]
Description Of Organization And Business Operations Details [Line Items]
Debt principal balance								$ 16,500
Amount of monthly repayment	$ 6,000
Debt instrument repayment amount past due including interest									$ 6,340
Percentage of premium principal amount	5%

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		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net (loss) income	$ (47,949)	$ 47,826	$ (111,966)	$ (15,041)
Denominator:
Weighted average shares outstanding, basic	176,563,980	140,152,245	166,023,075	135,302,472
Weighted average dilutive stock options		11,089,847
Weighted average restricted stock units		69,688
Weighted average shares outstanding, diluted	176,563,980	151,311,780	166,023,075	135,302,472
Net income (loss), basic	$ (0.27)	$ 0.34	$ (0.67)	$ (0.11)
Net income (loss), diluted	$ (0.27)	$ 0.32	$ (0.67)	$ (0.11)

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		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
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	88,467,748	44,546,779	119,026,737	61,255,694
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	1,783,883	9,490,717	26,527,892	25,648,358
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	421,987	1,597,502	6,236,967	2,148,776
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	24,126,962		24,126,962
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	62,134,916	33,458,560	62,134,916	33,458,560

Summary of Significant Accoun_6

Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Segment	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Summary Of Significant Accounting Policies [Line Items]
Number of business segments | Segment			3
Instrument-specific credit risk income			$ 2,541
Accumulated other comprehensive income to other income (expense) upon short term debt conversion			162
Other comprehensive income (loss)	$ (269)	$ 0	2,389	$ 0
Right-of-use assets - operating leases	13,100		13,100		$ 13,060
Operating lease liability	28,102		28,102
Accumulated deficit	$ (757,462)		$ (757,462)		$ (645,496)
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2023		Jan. 01, 2023
Change in accounting principle, accounting standards update, adopted	true		true
Accounting Standards Update [Extensible Enumeration]			us-gaap:AccountingStandardsUpdate201613Member
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true		true
Customer Concentration Risk | Two customer | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration percentage			60%
Customer Concentration Risk | Two customer | Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration percentage			31%
Customer Concentration Risk | Three customer | Accounts Receivable
Summary Of Significant Accounting Policies [Line Items]
Concentration percentage					71%
Customer Concentration Risk | Three customer | Revenue
Summary Of Significant Accounting Policies [Line Items]
Concentration percentage		53%

Business Combinations - Additio

Business Combinations - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Apr. 10, 2023	Mar. 01, 2022
Business Combinations and Disposals [Line Items]
Common stock, par value (in Dollars per share)	$ 0.0001		$ 0.0001		$ 0.0001
Goodwill	$ 90,061		$ 90,061		$ 119,694
Liabilities	127,918		127,918		202,165
Fair value of warrants			6,277		$ 3,598
Expense reduction in fair value of warrants	$ 134	$ (43,212)	$ (1,601)	$ (22,280)
Common stock, shares issued	180,817,245		180,817,245		148,921,187
Common stock, shares outstanding	180,817,245		180,817,245		148,921,187
Aggregate purchase price			$ 12,750	$ 30,000
Legacy Celularity
Business Combinations and Disposals [Line Items]
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
Warrants outstanding to purchase shares of common stock						9,230,770

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	Jun. 30, 2023	Dec. 31, 2022
Assets:
Convertible note receivable	$ 2,072	$ 2,514
Total assets	4,751	147,332
Liabilities:
Acquisition-related contingent consideration obligations	1,606	105,945
Contingent stock consideration	66	186
Short-term debt - Yorkville	16,816	37,603
Warrant liability - April 2023 Registered Direct Warrants	3,349
Warrant liability - May 2022 PIPE Warrants	1,471	1,402
Warrant liability - Sponsor Warrants	595	1,190
Warrant liability - Public Warrants	862	1,006
Total liabilities	24,765	14,688
Acquisition Related
Liabilities:
Acquisition-related contingent consideration obligations	1,606	105,945
Money Market Funds
Assets:
Cash equivalents - money market funds	2,679	12,174
Level 1
Assets:
Total assets	2,679	1,006
Liabilities:
Warrant liability - Public Warrants	862	1,006
Total liabilities	862	12,174
Level 1 | Money Market Funds
Assets:
Cash equivalents - money market funds	2,679	12,174
Level 3
Assets:
Convertible note receivable	2,072	2,514
Total assets	2,072	146,326
Liabilities:
Contingent stock consideration	66	186
Short-term debt - Yorkville	16,816	37,603
Warrant liability - April 2023 Registered Direct Warrants	3,349
Warrant liability - May 2022 PIPE Warrants	1,471	1,402
Warrant liability - Sponsor Warrants	595	1,190
Total liabilities	23,903	2,514
Level 3 | Acquisition Related
Liabilities:
Acquisition-related contingent consideration obligations	$ 1,606	$ 105,945

Fair Value of Financial Asset_4

Fair Value of Financial Assets and Liabilities - Additional Information (Details)	6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($) $ / shares	Apr. 10, 2023 USD ($)	Dec. 31, 2021 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value, assets, level 1 to level 2 transfers, amount	$ 0	$ 0
Fair value, assets, level 2 to level 1 transfers, amount	0	0
Fair value, assets, transfers into level 3, amount	0	0
Fair value, assets, transfers out of level 3, amount	0	$ 0
Fair value of the warrant liability	6,277,000		$ 3,598,000	$ 4,280,000	$ 25,962,000
Fair value of warrants	$ 6,277,000		$ 3,598,000
Common stock, par value and per share | $ / shares	$ 0.0001		$ 0.0001
Percentage of stock price volatility based on historical price of peer companies	50%
Percentage of stock price volatility based on historical price of company	50%
Fair value of convertible note receivable	$ 2,072,000		$ 2,514,000
Yorkville | Level 3 | Expected Term | Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt insturment, term	2 months 1 day
Yorkville | Level 3 | Expected Term | Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt insturment, term	2 months 15 days
Yorkville | Level 3 | Risk-Free Interest Rate | Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt instrument, measurement input	5.34
Yorkville | Level 3 | Risk-Free Interest Rate | Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt instrument, measurement input	5.39
Yorkville | Level 3 | Interest Coupon Rate | Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt instrument, measurement input	6
Yorkville | Level 3 | Interest Coupon Rate | Maximum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Debt instrument, measurement input	15
Class A Common Stock
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Common stock, par value and per share | $ / shares	$ 0.0001

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) - Acquisition-related contingent consideration obligations - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Beginning balance	$ 105,945	$ 232,222
Fair value adjustments	(104,339)	(126,277)
Ending balance	$ 1,606	$ 105,945

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	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Fair value, Beginning Balance	$ 3,598	$ 25,962
May 2022 PIPE warrant issuance		19,745
Gain recognized in earnings from change in fair value	(1,601)	(42,109)
April 2023 Registered Direct warrant issuance	4,280
Fair Value, Ending Balance	$ 6,277	$ 3,598

Fair Value of Financial Asset_7

Fair Value of Financial Assets and Liabilities - Schedule of Fair Value of the Liability Classified Warrants (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants	$ 6,277	$ 3,598
Public Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants	862	1,006
Sponsors Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants	595	1,190
April 2023 Registered Direct Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants	3,349
May 2022 PIPE Warrants
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value of warrants	$ 1,471	$ 1,402

Fair Value of Financial Asset_8

Fair Value of Financial Assets and Liabilities - Schedule of Fair Value of Warrants Issued (Details)	Jun. 30, 2023 $ / shares	Apr. 10, 2023 $ / shares	Dec. 31, 2022 $ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Exercise price		$ 0.75
Sponsors Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Purchase price	$ 0.53		$ 1.29
Exercise price	$ 11.50		$ 11.50
Term (years)	3 years		3 years 6 months
May 2022 PIPE Warrants and April 2023 Registered Direct Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Purchase price	$ 0.53		$ 1.29
Exercise price	$ 0.75		$ 8.25
Term (years)	5 years 3 months 18 days		4 years 4 months 24 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 and April 2023 Registered Direct Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants input	0		0
Risk-Free Interest Rate | Sponsors Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants input	0.0448		0.0416
Risk-Free Interest Rate | May 2022 PIPE Warrants and April 2023 Registered Direct Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants input	0.0413		0.0399
Volatility | Sponsors Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants input	1.030		0.750
Volatility | May 2022 PIPE Warrants and April 2023 Registered Direct Warrants
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Warrants input	0.901		0.812

Fair Value of Financial Asset_9

Fair Value of Financial Assets and Liabilities - Schedule of Convertible Note Valuation Model (Details) $ / shares in Units, $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares	Dec. 31, 2022 USD ($) $ / shares
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Face value | $	$ 4,000	$ 4,000
Stock price | $ / shares	$ 0.02	$ 0.02
Risk-Free Interest Rate
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Valuation input for convertible note	5.47	4.73
Minimum
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Coupon rate	12%	12%
Term (years)	6 months 3 days	1 year 3 days
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 5 months 12 days

Fair Value of Financial Asse_10

Fair Value of Financial Assets and Liabilities - Schedule of Roll-forward Aggregate Fair Values of the Yorkville Debt (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning balance	$ 37,603
Ending balance	16,816
Yorkville
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Beginning balance	37,603
Conversion of debt into common shares	(3,792)
Principal repayments	(16,811)
Fair value adjustment through earnings	$ 2,357
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Nonoperating Income (Expense)
Fair value adjustment through accumulated other comprehensive income	$ (2,541)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Liability, Gain (Loss), Statement of Other Comprehensive Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of debt due to change in credit risk, net of tax
Ending balance	$ 16,816

Fair Value of Financial Asse_11

Fair Value of Financial Assets and Liabilities - Schedule of Yorkville short-term debt valuation model (Details)	12 Months Ended
	Dec. 31, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Common share price	1.29
Credit spread	13.71%
Dividend yield	0%
Term (years)	8 months 15 days
Discount yield	18.46%
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	4.75%
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	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 7,677	$ 7,719
Work in progress	16,247	12,381
Finished goods	8,278	9,256
Inventory, gross	32,202	29,356
Less: inventory reserves	(1,125)	(1,099)
Inventory, net	31,077	28,257
Inventory	5,738	5,308
Inventory, net of current portion	$ 25,339	$ 22,949

Property and Equipment, Net - S

Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment	$ 96,553	$ 95,986
Less: Accumulated depreciation and amortization	(23,929)	(20,331)
Property and equipment, net	72,624	75,655
Leasehold Improvement
Property Plant And Equipment [Line Items]
Property and equipment	73,213	70,113
Laboratory and Production Equipment
Property Plant And Equipment [Line Items]
Property and equipment	14,433	14,433
Machinery, Equipment and Fixtures
Property Plant And Equipment [Line Items]
Property and equipment	7,780	7,780
Construction in Progress
Property Plant And Equipment [Line Items]
Property and equipment	$ 1,127	$ 3,660

Property and Equipment, Net - A

Property and Equipment, Net - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 1,776	$ 1,773	$ 3,598	$ 3,516

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets, Net - Additional Information (Details)	3 Months Ended			6 Months Ended
	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Segment	Jun. 30, 2022 USD ($)
Goodwill [Line Items]
Number of operating segments tested for impairment of goodwill | Segment				3
Amortization of acquired intangible assets	$ 546,000		$ 546,000	$ 1,087,000	$ 1,087,000
Goodwill impairment	0	$ 29,633,000	0	29,633,000	0
Impairment charge			$ 0		$ 0
IPR&D | Cell Therapy Clinical Trial Update
Goodwill [Line Items]
Impairment charge	$ 107,800			$ 107,800

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets, Net - Schedule Of Carrying Values Of Goodwill Assigned To Operating Segments (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Goodwill [Line Items]
Goodwill	$ 90,061			$ 90,061		$ 119,694
Goodwill Impairment	0	$ (29,633)	$ 0	(29,633)	$ 0
Cell Therapy
Goodwill [Line Items]
Goodwill	82,714			82,714		112,347
Goodwill Impairment				(29,633)
Biobanking
Goodwill [Line Items]
Goodwill	$ 7,347			$ 7,347		$ 7,347

Goodwill and Intangible Asset_5

Goodwill and Intangible Assets, Net - Schedule Of Carrying Values Of Goodwill Assigned To Operating Segments (Parenthetical) (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Cell Therapy
Goodwill [Line Items]
Accumulated goodwill impairment	$ 29,633	$ 0
Degenerative Disease
Goodwill [Line Items]
Accumulated goodwill impairment	$ 3,610	$ 3,610

Goodwill and Intangible Asset_6

Goodwill and Intangible Assets, Net - Schedule Of Intangible Assets, Net (Details) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Amortizable intangible assets:
Amortizable intangible assets	$ 23,993	$ 23,993
Less: Accumulated amortization
Less: Accumulated amortization	(12,586)	(11,499)
Amortizable intangible assets, net	11,407	12,494
Non-amortized intangible assets
Acquired IPR&D product rights	700	108,500
Intangible assets, net	$ 12,107	$ 120,994
Estimated Useful Lives	indefinite	indefinite
Developed Technology
Amortizable intangible assets:
Amortizable intangible assets	$ 16,810	$ 16,810
Less: Accumulated amortization
Less: Accumulated amortization	$ (7,131)	$ (6,549)
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	$ (1,566)	$ (1,435)
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	$ (302)	$ (275)
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	$ (3,587)	$ (3,240)
Non-amortized intangible assets
Estimated Useful Lives	6 years	6 years

Debt - Additional Information (

Debt - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands

1 Months Ended

6 Months Ended

Aug. 01, 2023

Jun. 21, 2023

May 16, 2023

May 14, 2023

Apr. 14, 2023

Apr. 11, 2023

Apr. 10, 2023

Mar. 24, 2023

Mar. 17, 2023

Feb. 21, 2023

Sep. 15, 2022

Apr. 30, 2023

Jun. 30, 2023

Aug. 02, 2023

Jul. 31, 2023

Dec. 31, 2022

Line of Credit Facility [Line Items]

Debt instrument payment

$ 5,505

Principal balance

$ 16,982

Instrument-specific credit risk income

2,541

Purchase price of per share

$ 0.65

Exercise per share price (in Dollars per share)

$ 0.75

Discount on warrant

$ 2,151

Carrying value of long-term debt

17,027

Cash and cash equivalents

3,084

$ 13,966

Principal payments of debt

16,811

Rwi senior secured bridge loan

Line of Credit Facility [Line Items]

Carrying value of long-term debt

12,117

Cash and cash equivalents

3,000

Initial Loan | Rwi senior secured bridge loan

Line of Credit Facility [Line Items]

Principal amount

$ 6,000

Maturity date

Mar. 17, 2025

Jun. 14, 2023

Discount

$ 120

Interest rate

12.50%

Additional Loan | Rwi senior secured bridge loan

Line of Credit Facility [Line Items]

Principal amount

$ 6,000

Maturity date

Mar. 17, 2025

Discount

$ 678

Interest rate

12.50%

Subsequent Event [Member]

Line of Credit Facility [Line Items]

Warrants to purchase Class A common stock

8,928,572

Purchase price of per share

$ 0.35

CV Starr | Loan Agreement

Line of Credit Facility [Line Items]

Principal amount

$ 5,000

Original issue discount

$ 100

Loan interest rate

12%

Maturity date

Mar. 17, 2025

Carrying value of long-term debt

$ 4,910

Cash and cash equivalents

$ 3,000

Class A Common Stock

Line of Credit Facility [Line Items]

Warrants to purchase Class A common stock

9,230,770

Class A Common Stock | Subsequent Event [Member]

Line of Credit Facility [Line Items]

Warrants to purchase Class A common stock

8,571,429

Warrants | Class A Common Stock | Rwi senior secured bridge loan

Line of Credit Facility [Line Items]

Warrants to purchase Class A common stock

3,000,000

Purchase price of per share

$ 0.125

Share Issued Purchased Price

375

Term (years)

5 years

Exercise per share price (in Dollars per share)

$ 0.81

Warrants | Class A Common Stock | CV Starr | Loan Agreement

Line of Credit Facility [Line Items]

Warrants to purchase Class A common stock

750,000

500,000

Purchase price of per share

$ 0.125

Share Issued Purchased Price

94,000

Term (years)

5 years

5 years

Exercise per share price (in Dollars per share)

$ 0.71

$ 0.81

Pre-Paid Advance Agreement [Member] | Short-Term Debt - Yorkville

Line of Credit Facility [Line Items]

Maximum advance amount

$ 40,000

Pre-paid advance period

18 months

Line of credit aggregate limitation amount

$ 150,000

Pre-paid advance issued discount percentage

2%

Annual interest rate

6%

Minimum required daily volume weighted average price

$ 0.75

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%

Required monthly payment if daily volume weighted average price is below $0.75 for any five of seven trading days

$ 6,000

Amount of monthly repayment

$ 6,500

Percentage of premium principal amount

5%

5%

Debt instrument payment

$ 5,700

$ 5,600

$ 1,950

$ 18,724

Principal balance

16,982

37,000

Debt conversion, principal amount

3,207

Instrument-specific credit risk income

162

Debt conversion, accrued interest amount

303

Redemption premium percentage if volume weighted average price is less than $0.75

5%

Redemption premium percentage if volume weighted average price more than $0.75

10%

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

Proceeds from pre-paid advance

$ 39,200

Pre-paid advance maturity period

12 months

Fair value of debt

16,816

$ 37,603

Debt instrument payment remaining balance

$ 6,500

$ 4,600

$ 5,500

Business days

two

two

Debt instrument payment partial payment

$ 900

Principal payments of debt

16,811

Debt instrument accrued interest

1,073

Debt instrument redemption premium

$ 840

Purchase price

$ 0.5

Pre-Paid Advance Agreement [Member] | Short-Term Debt - Yorkville | Subsequent Event [Member]

Line of Credit Facility [Line Items]

Amount of monthly repayment

$ 6,000

Percentage of premium principal amount

5%

Debt instrument repayment amount past due including interest

$ 6,340

Pre-Paid Advance Agreement [Member] | Class A Common Stock | Short-Term Debt - Yorkville

Line of Credit Facility [Line Items]

Issuance price percentage

20%

Pre-Paid Advance Agreement [Member] | Common Stock | Short-Term Debt - Yorkville

Line of Credit Facility [Line Items]

Debt conversion, number of shares issued

4,036,966

Leases - Additional Information

Leases - Additional Information (Details) $ in Thousands		3 Months Ended		6 Months Ended
	Mar. 13, 2019 USD ($) ft²	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) ft²	Jun. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)
Leases [Line Items]
Area of building | ft²				147,215
Restricted cash		$ 14,825		$ 14,825		$ 14,836
Weighted average remaining lease term		22 years 9 months 18 days		22 years 9 months 18 days
Weighted average discount rate		11.12%		11.12%
Rent expense		$ 909	$ 940	$ 1,893	$ 1,923
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		$ 14,722
Tenant improvement allowance	$ 14,722

Leases - Schedule of Lease Cost

Leases - Schedule of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Operating lease cost	$ 760	$ 759	$ 1,519	$ 1,519
Variable lease cost	286	367	591	692
Total operating lease cost	$ 1,046	1,126	$ 2,110	2,211
Short term lease cost		$ 34		$ 80

Leases - Schedule of Cash and N

Leases - Schedule of Cash and Non-cash Activity Related to the Lease Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Operating cash flows from operating leases	$ 1,441	$ 1,417

Leases - Schedule of Future Min

Leases - Schedule of Future Minimum Payments under Non-cancelable Operating Leases (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Schedule Of Future Minimum Payments Under Non Cancelable Operating Leases [Abstract]
2023 (remaining six months)	$ 1,454
2024	2,969
2025	3,042
2026	3,116
2027	3,190
Thereafter	70,341
Total lease payments	84,112
Less imputed interest	(56,010)
Operating lease liability	$ 28,102

Commitments and Contingencies -

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands			1 Months Ended	6 Months Ended
	Apr. 17, 2023	May 05, 2021	Dec. 31, 2021	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Commitments And Contingencies Details [Line Items]
Contingent consideration				$ 1,606		$ 105,945
Accrued R&D software				24,000		7,333
Evolution
Commitments And Contingencies Details [Line Items]
Sale of biomaterial products amount	$ 2,350
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
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					$ 4,000
Accrued R&D software				31,250		7,333
Palantir Technologies, Inc | Software cease-use Costs
Commitments And Contingencies Details [Line Items]
Exit or disposal costs				23,918
Legacy Celularity | HLI Cellular Therapeutics, LLC | Anthrogenesis
Commitments And Contingencies Details [Line Items]
Contingent consideration				$ 1,606		$ 105,945

Equity - Additional Information

Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands							6 Months Ended
	May 18, 2023	Apr. 10, 2023	Mar. 20, 2023	Sep. 08, 2022	May 18, 2022	Mar. 01, 2022	Jun. 30, 2023	Jun. 30, 2022	Jul. 14, 2023	Dec. 31, 2022	Dec. 31, 2021
Stockholders Equity Details [Line Items]
Common stock, shares authorized							730,000,000		110,000,000	730,000,000
Common stock, par value (in Dollars per share)							$ 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
Preferred stock, shares issued							0			0
Preferred stock, shares outstanding							0			0
Class of warrant or right, outstanding							62,134,916
Purchase price of per share		$ 0.65
Proceeds from PIPE financing							$ 12,750	$ 30,000
Exercise price		$ 0.75
Fair value of the warrant liability		$ 4,280					$ 6,277			$ 3,598	$ 25,962
Proceeds from the exercise of warrants		$ 6,000						$ 46,489
Warrant term		5 years
Debt instrument payment		$ 5,505
May 2022 PIPE Warrants
Stockholders Equity Details [Line Items]
Class of warrant or right, outstanding							4,054,055
Exercise price							$ 0.75
Reduced exercise price		$ 0.75
Amended termination date description		date to five and one-half years following the closing of the offering
Warrants and rights outstanding, expire date							Oct. 10, 2028
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 price					$ 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
Additional warrant liability		$ 1,389
March 2023 PIPE Warrants
Stockholders Equity Details [Line Items]
Class of warrant or right, outstanding							9,381,841
Proceeds from PIPE financing			$ 9,000
Exercise price							$ 3
Warrants and rights outstanding, expire date							Mar. 27, 2028
Term (years)							5 years
Premium paid for private placement purchase			$ 1,650
Adjusted advance notice period			61 days
May 2023 PIPE Warrants
Stockholders Equity Details [Line Items]
Class of warrant or right, outstanding							5,813,945
Proceeds from PIPE financing	$ 3,750
Exercise price	$ 1						$ 1
Warrants and rights outstanding, expire date	May 18, 2028						May 17, 2028
Term (years)	5 years
Adjusted advance notice period	61 days
At the Market Sales Agreement
Stockholders Equity Details [Line Items]
Sales agents commission rate							3%
Net proceeds from sale of common stock							$ 136
Gross proceeds from sale of common stock							$ 141
Legacy Celularity
Stockholders Equity Details [Line Items]
Warrants to purchase aggregate shares						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 price						$ 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 price						$ 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
Class of warrant or right, outstanding							62,134,916
Warrants to purchase aggregate shares		9,230,770
Purchase and sale of shares		9,230,770
Class A Common Stock | May 2022 PIPE Warrants
Stockholders Equity Details [Line Items]
Purchase price of per share					$ 7.4
Class A Common Stock | May 2022 PIPE Warrants | Private Placement
Stockholders Equity Details [Line Items]
Warrants to purchase aggregate shares					4,054,055
Purchase price of per share					$ 7.4
Purchase and sale of shares					4,054,055
Class A Common Stock | March 2023 PIPE Warrants
Stockholders Equity Details [Line Items]
Purchase price of per share			$ 0.8343
Purchase and sale of shares			9,381,841
Class A Common Stock | March 2023 PIPE Warrants | Private Placement
Stockholders Equity Details [Line Items]
Purchase price of per share			$ 0.125
Class A Common Stock | May 2023 PIPE Warrants
Stockholders Equity Details [Line Items]
Purchase price of per share	$ 0.52
Purchase and sale of shares	5,813,945
Class A Common Stock | May 2023 PIPE Warrants | Private Placement
Stockholders Equity Details [Line Items]
Purchase price of per share	$ 0.125
Class A Common Stock | Legacy Celularity
Stockholders Equity Details [Line Items]
Proceeds from the exercise of warrants						$ 46,485
Class A Common Stock | Maximum | March 2023 PIPE Warrants | Private Placement
Stockholders Equity Details [Line Items]
Warrants to purchase aggregate shares			9,381,841
Class A Common Stock | Maximum | May 2023 PIPE Warrants | Private Placement
Stockholders Equity Details [Line Items]
Warrants to purchase aggregate shares	5,813,945
Common Stock | At the Market Sales Agreement
Stockholders Equity Details [Line Items]
Aggregate offering price				$ 150,000
Purchase and sale of shares							132,958
Average price per share							$ 1.06
Dr. Hariri | March 2023 PIPE Warrants | Private Placement
Stockholders Equity Details [Line Items]
Proceeds from PIPE financing			$ 2,000

Equity - Summary of the Warrant

Equity - Summary of the Warrants (Details) - $ / shares	Jun. 30, 2023	May 18, 2023	Apr. 10, 2023
Stockholders Equity Details [Line Items]
Number of shares	62,134,916
Exercise price			$ 0.75
Dragasac Warrant
Stockholders Equity Details [Line Items]
Number of shares	6,529,818
Exercise price	$ 6.77
Expiration date	Mar. 16, 2025
Public Warrants
Stockholders Equity Details [Line Items]
Number of shares	14,374,488
Exercise price	$ 11.50
Expiration date	Jul. 16, 2026
Sponsor Warrants
Stockholders Equity Details [Line Items]
Number of shares	8,499,999
Exercise price	$ 11.50
Expiration date	Jul. 16, 2026
May 2022 PIPE Warrants
Stockholders Equity Details [Line Items]
Number of shares	4,054,055
Exercise price	$ 0.75
Expiration date	Oct. 10, 2028
March 2023 PIPE Warrants
Stockholders Equity Details [Line Items]
Number of shares	9,381,841
Exercise price	$ 3
Expiration date	Mar. 27, 2028
March 2023 Loan Warrants
Stockholders Equity Details [Line Items]
Number of shares	750,000
Exercise price	$ 0.71
Expiration date	Mar. 17, 2028
April 2023 Registered Direct Warrants
Stockholders Equity Details [Line Items]
Number of shares	9,230,770
Exercise price	$ 0.75
Expiration date	Oct. 10, 2028
May 2023 PIPE Warrants
Stockholders Equity Details [Line Items]
Number of shares	5,813,945
Exercise price	$ 1	$ 1
Expiration date	May 17, 2028	May 18, 2028
June 2023 Warrants
Stockholders Equity Details [Line Items]
Number of shares	500,000
Exercise price	$ 0.81
Expiration date	Jun. 20, 2028
June 2023 Loan Warrants
Stockholders Equity Details [Line Items]
Number of shares	3,000,000
Exercise price	$ 0.81
Expiration date	Jun. 20, 2028

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
	Nov. 01, 2022	Aug. 16, 2022	Sep. 30, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Jul. 31, 2021
Stock Based Compensation Details [Line Items]
Expected dividend yield						0%
Weighted average grant-date fair value of stock options granted						$ 0.54	$ 6.23
Aggregate intrinsic value, stock option exercised						$ 488
Stock-based compensation expense recognized				$ 3,856	$ 4,529	$ 7,844	$ 6,951
Expected volatility						85.20%
Risk-free interest rate						4%
Expected term (in years)						5 years 6 months
Stock Options
Stock Based Compensation Details [Line Items]
Stock-based compensation expense recognized				2,285	2,754	$ 4,697	4,322
Unrecognized compensation cost for options issued (in Dollars)				17,554		$ 17,554
Estimated weighted-average amortization period						1 year 8 months 19 days
Awards with Market Conditions
Stock Based Compensation Details [Line Items]
Stock-based compensation expense recognized					437		869
Vested options to acquire shares			2,469,282
Vested options to acquire per share (in Dollars per share)			$ 6.32
Vesting description						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)				1,175		$ 1,175
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]
Vested options to acquire shares		250,000
Awards with Performance Conditions | Second Tranche
Stock Based Compensation Details [Line Items]
Vested options to acquire shares	200,000
Awards with Performance Conditions | Initial And Second Tranche
Stock Based Compensation Details [Line Items]
Stock-based compensation expense recognized				0		$ 0
Restricted Stock Units
Stock Based Compensation Details [Line Items]
Options vesting period						4 years
Stock-based compensation expense recognized				1,571	$ 1,340	$ 3,147	$ 1,760
Unrecognized compensation cost for options issued (in Dollars)				$ 10,381		$ 10,381
Estimated weighted-average amortization period						1 year 4 months 2 days
Restricted Stock Units | After 1 Year
Stock Based Compensation Details [Line Items]
Vesting percentage						25%
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				14,808,089		14,808,089
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)	6 Months Ended
	Jun. 30, 2023
Share-Based Payment Arrangement [Abstract]
Risk-free interest rate	4%
Expected term (in years)	5 years 6 months
Expected volatility	85.20%
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	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares
Stock Based Compensation Details [Line Items]
Options opening balance | shares	25,059,409
Options Granted | shares	2,222,224
Options Exercised | shares	(1,086,371)
Options Forfeited | shares	(717,370)
Options ending balance | shares	25,477,892	25,059,409
Options, Vested and expected to vest | shares	25,477,892
Options, Exercisable | shares	20,452,090
Weighted average exercise price, beginning balance | $ / shares	$ 4.90
Weighted average exercise price, Granted | $ / shares	0.75
Weighted average exercise price, Exercised | $ / shares	0.28
Weighted average exercise price, Forfeited | $ / shares	6.32
Weighted average exercise price, ending balance | $ / shares	4.65	$ 4.90
Weighted average exercise price, Vested and expected to vest | $ / shares	4.65
Weighted average exercise price, Exercisable | $ / shares	$ 4.55
Weighted average contract term	6 years 1 month 6 days	6 years 1 month 6 days
Weighted average contract term, Vested and expected to vest	6 years 1 month 6 days
Weighted average contract term, Exercisable	5 years 4 months 24 days
Aggregate Intrinsic Value | $	$ 1,690	$ 7,851
Aggregate Intrinsic Value, Vested and expected to vest | $	1,690
Aggregate Intrinsic Value, Exercisable | $	$ 1,690

Stock-Based Compensation - Sc_3

Stock-Based Compensation - Schedule of Activity Related to RSU Stock-Based Payment Awards (Details) - Restricted Stock Units	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Stock Based Compensation Details [Line Items]
Number of Shares opening balance | shares	2,274,029
Number of Shares Granted | shares	5,717,268
Number of Shares Vested | shares	(645,172)
Number of Shares Forfeited | shares	(1,109,158)
Number of Shares ending balance | shares	6,236,967
Weighted average grant date fair value, beginning balance | $ / shares	$ 7.34
Weighted average grant date fair value, Granted | $ / shares	0.72
Weighted average grant date fair value, Vested | $ / shares	6.71
Weighted average grant date fair value, Forfeited | $ / shares	3.50
Weighted average grant date fair value, ending balance | $ / shares	$ 2.01

Stock-Based Compensation - Sc_4

Stock-Based Compensation - Schedule of Stock-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 3,856	$ 4,529	$ 7,844	$ 6,951
Cost of Revenue
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	132	131	296	168
Research and Development Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	447	741	1,005	989
Selling, General and Administrative Expense
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation expense	$ 3,277	$ 3,657	$ 6,543	$ 5,794

Revenue Recognition - Schedule

Revenue Recognition - Schedule of Disaggregated Revenue by Product and Services (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation Of Revenue [Line Items]
Net revenue	$ 2,938	$ 3,776	$ 6,873	$ 9,711
Product Sales and Rentals
Disaggregation Of Revenue [Line Items]
Net revenue	906	1,228	1,949	1,879
Processing and Storage Fees, Net
Disaggregation Of Revenue [Line Items]
Net revenue	1,278	1,373	2,635	2,656
Licenses, Royalties and Other
Disaggregation Of Revenue [Line Items]
Net revenue	$ 754	$ 1,175	$ 2,289	$ 5,176

Revenue Recognition - Schedul_2

Revenue Recognition - Schedule of Changes in Deferred Revenue from Contract Liabilities (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Balance at January 1	$ 4,492	$ 4,067
Deferral of revenue	2,438	2,397
Recognition of unearned revenue	(2,263)	(2,235)
Balance at June 30	$ 4,667	$ 4,229

License and Distribution Agre_2

License and Distribution Agreements - Additional Information (Details) - USD ($)		3 Months Ended	6 Months Ended
	Mar. 17, 2023	Mar. 31, 2023	Jun. 30, 2023
License And Distribution Agreements [Line Items]
Issuance of common stock		$ 136,000
Common Stock
License And Distribution Agreements [Line Items]
Sale of shares		132,958
Sorrento License Agreement
License And Distribution Agreements [Line Items]
Incentive payment			$ 0
Pulthera, LLC Binding Term Sheet
License And Distribution Agreements [Line Items]
Payment of option fee in cash			3,000,000
Pulthera, LLC Binding Term Sheet | Research and Development Expense
License And Distribution Agreements [Line Items]
Option fee included in research and development expense			3,000,000
Pulthera, LLC Binding Term Sheet | Common Stock
License And Distribution Agreements [Line Items]
Issuance of common stock			$ 1,000,000
Sale of shares	1,694,915

Segment Information - Additiona

Segment Information - Additional Information (Details) $ in Thousands	6 Months Ended	12 Months Ended
	Jun. 30, 2023 USD ($) Segment	Dec. 31, 2022 USD ($) Segment
Segment Reporting [Abstract]
Number of operating segments | Segment	3	3
Total assets | $	$ 246,419	$ 401,066

Segment Information - Schedule

Segment Information - Schedule of Financial Information by Segment (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Net sales	$ 2,938		$ 3,776	$ 6,873	$ 9,711
Gross profit	2,136		597	4,068	2,506
Direct expenses	21,683		41,877	76,353	78,445
Segment contribution	(19,547)		(41,280)	(72,285)	(75,939)
Indirect expenses	22,929		(45,455)	34,061	(38,500)
Income (loss) from operations	(42,476)		4,175	(106,346)	(37,439)
Components of other
Change in fair value of contingent consideration liability	(85,407)		(45,047)	(104,339)	(40,198)
Change in fair value of contingent stock consideration				(120)	611
Goodwill impairment	0	$ 29,633	0	29,633	0
IPR&D impairment	107,800		0	107,800	0
Cell Therapy
Segment Reporting Information [Line Items]
Direct expenses	8,456		24,820	48,618	46,033
Segment contribution	(8,456)		(24,820)	(48,618)	(46,033)
Components of other
Goodwill impairment				29,633
Biobanking
Segment Reporting Information [Line Items]
Net sales	1,278		1,373	2,635	2,656
Gross profit	793		108	1,678	443
Direct expenses	86		256	430	882
Segment contribution	707		(148)	1,248	(439)
Degenerative Disease
Segment Reporting Information [Line Items]
Net sales	1,660		2,403	4,238	7,055
Gross profit	1,343		489	2,390	2,063
Direct expenses	1,889		3,179	4,898	4,638
Segment contribution	(546)		(2,690)	(2,508)	(2,575)
Other
Segment Reporting Information [Line Items]
Direct expenses	11,252		13,622	22,407	26,892
Segment contribution	(11,252)		(13,622)	(22,407)	(26,892)
Indirect expenses	22,929		(45,455)	34,061	(38,500)
Components of other
Change in fair value of contingent consideration liability	(85,407)		(45,047)	(104,339)	(40,198)
Change in fair value of contingent stock consideration	(10)		(954)	(120)	611
Goodwill impairment				29,633
IPR&D impairment	107,800			107,800
Amortization	546		546	1,087	1,087
Total other	$ 22,929		$ (45,455)	$ 34,061	$ (38,500)

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)				6 Months Ended
	Sep. 21, 2022	Sep. 01, 2022	Aug. 16, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 21, 2023	Apr. 10, 2023	Mar. 17, 2023	Mar. 16, 2023	Dec. 31, 2022
Related Party Transactions Details [Line Items]
Accrued expenses				$ 9,401,000						$ 9,069,000
Class A Common Stock
Related Party Transactions Details [Line Items]
Warrants to purchase Class A common stock							9,230,770
COTA, Inc
Related Party Transactions Details [Line Items]
Contribution made				0	$ 0
Cryoport Systems, Inc
Related Party Transactions Details [Line Items]
Contribution made				33,000	35,000
Sorrento Therapeutics, Inc
Related Party Transactions Details [Line Items]
Contribution made				$ 0	$ 1,821,000
CV Star Loan
Related Party Transactions Details [Line Items]
Loan agreement								$ 5,000,000
CV Star Loan | Class A Common Stock
Related Party Transactions Details [Line Items]
Warrants to purchase Class A common stock				1,250,000
Number of shares holding				7,640,693
CV Star Loan | Class A Common Stock | March 2023 Loan Warrants
Related Party Transactions Details [Line Items]
Warrants to purchase Class A common stock				750,000
CV Star Loan | Class A Common Stock | June 2023 Warrants
Related Party Transactions Details [Line Items]
Warrants to purchase Class A common stock				500,000
Resorts World Inc Pte Ltd
Related Party Transactions Details [Line Items]
Loan agreement						$ 12,000,000			$ 12,000,000
Resorts World Inc Pte Ltd | Class A Common Stock
Related Party Transactions Details [Line Items]
Warrants to purchase Class A common stock				3,000,000
SAB Agreement | Dr. Andrew Pecora
Related Party Transactions Details [Line Items]
Receive for month		$ 10,000
Amended and Restated Employment Agreement | Dr. Robert Hariri
Related Party Transactions Details [Line Items]
Accrued expenses				$ 536,000
Consulting Agreement | Dr. Andrew Pecora
Related Party Transactions Details [Line Items]
Related party description				On 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	$ 10,000
Advisory Agreement | Robin L. Smith, MD
Related Party Transactions Details [Line Items]
Accrued expenses				$ 100,000
Vested options to acquire shares			1,050,000
One-time cash bonus			$ 1,500,000
Amount paid				$ 20,000
Receive for month			$ 20,000
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				4 years
Restricted Stock Units | SAB Agreement | Dr. Andrew Pecora
Related Party Transactions Details [Line Items]
RSUs one-time grant value		$ 125,000
Options vesting period		4 years

Subsequent Events - Additional

Subsequent Events - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands				1 Months Ended	6 Months Ended
	Aug. 01, 2023	Apr. 10, 2023	Feb. 21, 2023	Jul. 31, 2023	Jun. 30, 2023	Jun. 30, 2022	Aug. 14, 2023	Aug. 02, 2023
Subsequent Event [Line Items]
Purchase price of per share		$ 0.65
warrant aggregate purchase price amount		$ 6,000				$ 46,489
Exercise price		$ 0.75
Warrant term		5 years
Fall in cash and cash equivalents							$ 3,000
Pre-Paid Advance Agreement [Member] | Yorkville
Subsequent Event [Line Items]
Amount of monthly repayment			$ 6,500
Percentage of premium principal amount			5%		5%
Subsequent Event [Member]
Subsequent Event [Line Items]
Warrants to purchase aggregate shares				8,928,572
Purchase price of per share				$ 0.35
warrant aggregate purchase price amount				$ 3,000
Warrant term				5 years
Amended termination date description				consisting of all of the warrants originally issued in May 2022 and a portion of which were issued in April 2023
Reduced exercise price				$ 0.35
Subsequent Event [Member] | Pre-Paid Advance Agreement [Member] | Yorkville
Subsequent Event [Line Items]
Amount of monthly repayment	$ 6,000
Percentage of premium principal amount	5%
Debt instrument repayment amount past due including interest								$ 6,340
Beginning Six Months After the Date of Issuance | Subsequent Event [Member]
Subsequent Event [Line Items]
Exercise price				$ 0.35
Class A Common Stock
Subsequent Event [Line Items]
Purchase and sale of shares		9,230,770
Warrants to purchase aggregate shares		9,230,770
Class A Common Stock | Subsequent Event [Member]
Subsequent Event [Line Items]
Purchase and sale of shares				8,571,429
Warrants to purchase aggregate shares				8,571,429