Celularity Inc. filed a preliminary proxy statement on October 29, 2026, soliciting stockholder votes for its 2026 Annual Meeting to be held at the company's Florham Park, New Jersey headquarters, covering six formal proposals including a director election, auditor ratification, and an equity incentive plan amendment.

Key Highlights

  • Director election: Stockholders are asked to elect Steven N. Gordon, Esq. as Class II director to serve until the 2029 annual meeting.
  • Auditor ratification: The board recommends ratifying EisnerAmper LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.
  • Equity plan amendment: Proposal No. 5 seeks approval to increase shares reserved under the 2021 Equity Incentive Plan by 3,500,000 shares of Class A common stock, subject to final Board confirmation.
  • Securities Purchase Agreement: Proposal No. 6 seeks Nasdaq Listing Rule 5635 approval for share issuances upon conversion of notes and exercise of warrants under a September 23, 2026 Securities Purchase Agreement.
  • Executive compensation: Advisory votes on named executive officer pay and the frequency of future such votes are included as Proposals No. 3 and No. 4.
  • Board recommendation: The board recommends voting "For" Proposals 1, 2, 3, 5, and 6, and "Every Three Years" on Proposal 4.

Celularity's 2026 Proxy Proposals: Director, Auditor, and Capital Structure Actions

Celularity Inc. (NASDAQ:CELU), a clinical-stage biotechnology company headquartered at 170 Park Avenue, Florham Park, New Jersey 07932, filed a preliminary proxy statement seeking stockholder approval on six matters at its 2026 Annual Meeting. The filing was submitted by the registrant and states that proxy materials, along with the Annual Report on Form 10-K for the year ended December 31, 2025, are being sent to stockholders on or about a date left blank in the preliminary document. Stockholders of record as of a record date to be confirmed are entitled to one vote per share of Class A common stock, with a par value of $0.0001 per share.

Among the most significant items is Proposal No. 5, which, according to the filing, asks stockholders to approve an amendment to Celularity's 2021 Equity Incentive Plan increasing the number of shares of Class A common stock reserved for awards by 3,500,000, subject to final Board confirmation. Proposal No. 6 addresses stockholder approval required under Nasdaq Listing Rule 5635 for the full issuance of Class A common stock upon conversion of notes and exercise of warrants issued under a Securities Purchase Agreement dated September 23, 2026. The filing states these relate to "the other transactions and actions contemplated by the September 23, 2026 Securities Purchase Agreement and related transaction documents."

The filing identifies Robert J. Hariri, M.D., Ph.D. as Chief Executive Officer, who signed the notice of the annual meeting on behalf of the board. Continental Stock Transfer and Trust Company, N.A. serves as the company's transfer agent. The proxy statement notes that a stockholder list will be available for inspection at company headquarters for ten days prior to the meeting during normal business hours, and at the time of the annual meeting itself.

What Was Disclosed

Celularity filed a preliminary proxy statement for its 2026 Annual Meeting covering six proposals: election of a Class II director, ratification of EisnerAmper LLP, advisory votes on executive pay and pay-vote frequency, a 3,500,000-share equity plan increase, and Nasdaq compliance approval for a September 2026 securities transaction.