Celularity Inc (CELU) - Dilution Analysis
Visualizing historical and potential share dilution over time
Dilution Analysis
Risk Assessment Details
Summary
CELU currently has 28.9M outstanding shares. with minimal authorized share overhang for future dilution. The company has significantly diluted shareholders by 42.48% over the past 2 years, indicating aggressive capital raising.
Share Structure Timeline
Historical Data Points
| Date | Event | Outstanding | Supply |
|---|---|---|---|
| Apr 30, 2026 |
10-K filing | 28.9M shares outstanding |
29M | 0 |
| Dec 19, 2025 |
S-1 filing: The selling stockholders are offering on a resale basis an aggregate of up to 15,945,039 shares of Class A common stock of Celularity Inc. |
28M | 0 |
| Nov 14, 2025 |
10-Q filing | 26.3M shares outstanding |
26M | 0 |
| Oct 28, 2025 |
8-K filing: Celularity Inc. entered into a Securities Purchase Agreement to issue and sell Series A Convertible Preferred Stock and accompanying warrants in a private placement, with an initial tranche closing on October 24, 2025, resulting in gross proceeds of $2 million. ($2.0M proceeds) |
27M | 0 |
| Aug 29, 2025 |
10-Q filing | 26.7M shares outstanding |
27M | 0 |
| Jul 22, 2025 |
8-K filing: Celularity Inc. entered into a securities purchase agreement for the issuance and sale in a private placement of 739,286 shares of Class A common stock at $1.40 per share, with gross proceeds expected to be $1,035,000. ($1.04M proceeds) |
22M | 0 |
| May 20, 2025 |
8-K filing: Celularity Inc. issued 100,000 shares of restricted common stock to YA II PN, Ltd. in exchange for extending the maturity date of a convertible promissory note. |
22M | 0 |
| May 08, 2025 |
10-K filing | 21.9M shares outstanding |
22M | 0 |
| Mar 21, 2025 |
8-K filing: Celularity Inc. issued 100,000 shares of its Class A common stock to Yorkville in connection with an extension of the maturity date of a convertible note and a forbearance agreement. |
24M | 0 |
| Mar 10, 2025 |
RW filing: Celularity Inc. is withdrawing the registration statement and confirms that no securities were sold in connection with the offering. |
24M | 0 |
| Feb 18, 2025 |
8-K filing: Celularity Inc. entered into binding term sheets with Resorts World Inc Pte Ltd and C.V. Starr & Co., Inc. to extend forbearance agreements and issue warrants. |
24M | 0 |
| Feb 13, 2025 |
S-1/A filing: Celularity Inc. is offering up to 4,629,629 shares of Class A common stock and up to 4,629,629 pre-funded warrants to purchase up to 4,629,629 shares of Class A common stock at an assumed public offering price of $2.16 per share. |
24M | 0 |
| Jan 30, 2025 |
S-1 filing: Celularity Inc. is offering up to 6,521,739 shares of Class A common stock at an assumed public offering price of $2.30 per share, the last reported sale price of our Class A common stock as reported on The Nasdaq Capital Market on January 23, 2025, and up to 6,521,739 pre-funded warrants to purchase up to 6,521,739 shares of our Class A common stock. |
24M | 0 |
| Jan 27, 2025 |
8-K filing: Celularity Inc. agreed with warrant holders to amend the exercise price of warrants to $2.07 per share from $2.49 per share and the holders agreed to exercise the warrants for gross proceeds to the Company of approximately $2.46 million. ($2.46M proceeds) |
22M | 0 |
| Jan 03, 2025 |
8-K filing: Celularity Inc. entered into a securities purchase agreement for the issuance and sale of 1,263,157 shares of Class A common stock and warrants to purchase up to 1,263,157 shares at $2.375 per share, with gross proceeds expected to be $3.0 million, with the closing expected to occur during the week of January 6, 2025. ($3.0M proceeds) |
22M | 0 |
| Dec 06, 2024 |
10-Q filing | 22.0M shares outstanding |
22M | 0 |
| Nov 07, 2024 |
10-Q filing | 21.8M shares outstanding |
22M | 0 |
| Oct 16, 2024 |
10-Q filing | 21.4M shares outstanding |
21M | 0 |
| Jul 30, 2024 |
10-K filing | 22.0M shares outstanding |
22M | 0 |
| Mar 15, 2024 |
8-K filing: Celularity Inc. entered into a Standby Equity Purchase Agreement with YA II PN, LTD, issuing a convertible promissory note, commitment shares, and agreeing to forbearance agreements with RWI and Starr, while also issuing a warrant to RWI and adjusting exercise prices of warrants held by Starr due to a prior reverse stock split. |
22M | 0 |
| Feb 28, 2024 |
Stock Split
8-K filing: Stock split 1-for-10 | Outstanding: 188,317,262 → 21,782,861 |
22M | 0 |
| Jan 03, 2024 |
10-Q filing | 188.3M shares outstanding |
190M | 0 |
| Sep 19, 2023 |
8-K filing: Celularity Inc. issued 2,707,308 shares of Class A common stock to Yorkville in connection with the extension of the maturity date of the Pre-Paid Advance Agreement. |
180M | 0 |
| Aug 14, 2023 |
10-Q filing | 176.6M shares outstanding |
180M | 0 |
| Jun 21, 2023 |
8-K filing: Celularity Inc. entered into an amended and restated senior secured loan agreement with Resorts World Inc Pte Ltd, providing for an additional loan and the issuance of warrants to acquire up to 3,000,000 shares of Celularity's Class A common stock at a purchase price of $0.125 per share, closing on June 21, 2023. ($0.38M proceeds) |
180M | 0 |
| May 25, 2023 |
S-3 filing: This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus of an aggregate of up to 32,086,487 shares of our Class A common stock. |
180M | 0 |
| May 22, 2023 |
10-Q filing | 180.5M shares outstanding |
180M | 0 |
| May 19, 2023 |
8-K filing: Celularity Inc. completed a private placement on May 18, 2023, selling 5,813,945 shares of Class A common stock and accompanying warrants to purchase up to 5,813,945 shares of Class A common stock for an aggregate purchase price of approximately $3.75 million. ($3.75M proceeds) |
150M | 0 |
| Mar 31, 2023 |
10-K filing | 149.8M shares outstanding |
150M | 0 |
| Mar 23, 2023 |
8-K filing: Celularity Inc. entered into a securities purchase agreement for a private placement of 9,381,841 shares of Class A common stock and warrants to purchase up to 9,381,841 shares, and also closed a loan agreement with C.V. Starr & Co. Inc. for $5.0 million and the sale of warrants to acquire up to 750,000 shares of Class A common stock. ($10.08M proceeds) |
140M | 0 |
| Nov 10, 2022 |
10-Q filing | 142.7M shares outstanding |
140M | 0 |
| Aug 11, 2022 |
POS AM filing: This prospectus relates to the offer and sale from time to time by the selling securityholder named in this prospectus of an aggregate of up to 8,108,110 shares of our Class A common stock. |
140M | 0 |
| Aug 11, 2022 |
POS AM filing: This is a POS AM filing for Celularity Inc. registering the issuance of Class A common stock upon exercise of warrants and the resale of Class A common stock and Private Placement Warrants by selling securityholders. |
140M | 0 |
| Aug 11, 2022 |
S-3 filing: The company may offer and sell up to $450,000,000 of Class A common stock, preferred stock, debt securities, warrants, and/or units in any combination. |
140M | 0 |
| Aug 09, 2022 |
10-Q filing | 140.2M shares outstanding |
140M | 0 |
| May 25, 2022 |
S-1 filing: This S-1 filing relates to the offer and sale of up to 8,108,110 shares of Class A common stock by the selling securityholder, including shares issuable upon the exercise of warrants. |
140M | 0 |
| May 17, 2022 |
RW filing: This is a request to withdraw the registration statement on Form S-1 initially filed on April 29, 2022, as the company is no longer pursuing a public offering of its securities at this time. |
140M | 0 |
| May 16, 2022 |
10-Q filing | 138.3M shares outstanding |
140M | 0 |
| May 11, 2022 |
S-1/A filing: This S-1/A filing registers for sale 10,533,707 units, each consisting of one share of Class A common stock and one warrant to purchase one share Class A common stock. It also registers the representative’s warrants as a portion of the underwriting compensation. |
140M | 0 |
| Apr 29, 2022 |
S-1 filing: This S-1 filing details an offering of Class A common stock with an option for underwriters to purchase additional shares, and includes information on outstanding shares and the use of proceeds. |
140M | 0 |
| Apr 04, 2022 |
POS AM filing: The prospectus relates to the issuance of Class A common stock upon exercise of warrants and the offer and sale of Class A common stock and private placement warrants by selling securityholders. |
140M | 0 |
| Mar 31, 2022 |
10-K filing | 137.7M shares outstanding |
140M | 0 |
| Nov 12, 2021 |
10-Q filing | 123.6M shares outstanding |
120M | 0 |
| Aug 19, 2021 |
10-Q filing | 123.5M shares outstanding |
120M | 0 |
| Aug 06, 2021 |
S-1 filing: This S-1 filing includes the offering of Class A Common Stock and warrants to purchase Class A Common Stock, as well as the resale of Class A Common Stock by selling securityholders. |
29M | 0 |
| May 24, 2021 |
10-Q filing | 28.8M shares outstanding |
29M | 0 |
| Mar 04, 2021 |
10-K filing | 28.8M shares outstanding |
29M | 0 |
| Jan 08, 2021 |
8-K filing: GX Acquisition Corp. entered into a Merger Agreement with Celularity Inc., and concurrently with the execution of the Merger Agreement, GX entered into separate subscription agreements with PIPE Investors to purchase an aggregate of 8,340,000 shares of GX Class A Common Stock for $10.00 per share. ($83.4M proceeds) |
1.5M | 0 |
| Nov 16, 2020 |
10-Q filing | 1.5M shares outstanding |
1.5M | 0 |
| Aug 13, 2020 |
10-Q filing | 1.5M shares outstanding |
1.5M | 0 |
| May 15, 2020 |
10-Q filing | 1.5M shares outstanding |
1.5M | 0 |
| Mar 24, 2020 |
10-K filing | 1.5M shares outstanding |
1.5M | 0 |