SEC Form S-1 filed by Celularity Inc.

As filed with the Securities and Exchange Commission on December 19, 2025

Registration Statement No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CELULARITY INC.

(Exact name of registrant as specified in its charter)

170 Park Avenue

Florham Park, New Jersey 07932

(908) 768-2170
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert J. Hariri, M.D., Ph.D.

Chief Executive Officer and Chairman
Celularity Inc.

170 Park Avenue

Florham Park, New Jersey 07932

(908) 768-2170
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey J. Fessler, Esq.

Nazia J. Khan, Esq.

Sheppard, Mullin, Richter & Hampton LLP

30 Rockefeller Plaza

New York, NY 10112

Tel: (212) 653-8700

Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. The selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.

Celularity Inc.

Up to 15,945,039 shares of Class A Common Stock

Pursuant to this prospectus, the selling stockholders identified herein (collectively, 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. (the “Company,” “we,” “us” or our”), par value $0.0001 per share (the “Class A Common Stock”), consisting of 5,601,990 shares of Class A Common Stock, shares of Class A Common Stock issuable upon exercise of warrants (the “Warrants”) to purchase up to 8,944,709 shares of Class A Common Stock and 1,398,340 shares of Class A Common Stock issuable upon conversion of Series A Convertible Preferred Stock.

We will not receive any of the proceeds from the sale by the Selling Stockholders of the Class A Common Stock. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which, if exercised in cash with respect to the 8,875,329 shares of Class A Common Stock offered hereby, would result in gross proceeds to us of approximately $31.9 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds.

The Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwise dispose of the Class A Common Stock covered by this prospectus in the section entitled “Plan of Distribution” on page 14. Discounts, concessions, commissions and similar selling expenses attributable to the sale of Class A Common Stock covered by this prospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the Class A Common Stock with the Securities and Exchange Commission (the “SEC”).

Our Class A Common Stock is listed on The Nasdaq Capital Market under the symbol “CELU”. On December 18, 2025, the closing price of our Class A Common Stock as reported on The Nasdaq Capital Market was $1.25 per share.

Investing in our Class A Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is         , 2025

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS

This prospectus relates to the resale by the Selling Stockholders identified in this prospectus under the caption “Selling Stockholders,” from time to time, of up to an aggregate of 15,945,039 shares of Class A Common Stock consisting of 5,601,990 shares of Class A Common Stock, shares of Class A Common Stock issuable upon exercise of Warrants to purchase up to 8,944,709 shares of Class A Common Stock and 1,398,340 shares of Class A Common Stock issuable upon conversion of Series A Convertible Preferred Stock. We are not selling any shares of Class A Common Stock under this prospectus, and we will not receive any proceeds from the sale of shares of Class A Common Stock offered hereby by the Selling Stockholders, although we may receive cash from the exercise of the Warrants.

You should rely only on the information provided in this prospectus, including any information incorporated by reference. We have not authorized anyone to provide you with any other information and we take no responsibility for, and can provide no assurances as to the reliability of, any other information that others may give you. The information contained in this prospectus speaks only as of the date set forth on the cover page and may not reflect subsequent changes in our business, financial condition, results of operations and prospects.

We are not, and the Selling Stockholders are not, making offers to sell these securities in any jurisdiction in which an offer or solicitation is not authorized or permitted or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such an offer or solicitation. You should read this prospectus, including any information incorporated by reference, in its entirety before making an investment decision. You should also read and consider the information in the documents to which we have referred you in the section entitled “Where You Can Find More Information.”

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, which reflect the views of our management with respect to future events and financial performance. These forward-looking statements are subject to a number of uncertainties and other factors that could cause actual results to differ materially from such statements. Forward-looking statements are identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “projects,” “targets,” and similar expressions. Such forward-looking statements may be contained in the sections “Risk Factors,” and “Business,” among other places in this prospectus. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on the information available to management at this time and which speak only as of this date. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For a discussion of some of the factors that may cause actual results to differ materially from those suggested by the forward-looking statements, please read carefully the information under “Risk Factors.”

The identification in this document of factors that may affect future performance and the accuracy of forward-looking statements is meant to be illustrative and by no means exhaustive. All forward-looking statements should be evaluated with the understanding of their inherent uncertainty. You may rely only on the information contained in this prospectus.

We have not authorized anyone to provide information different from that contained in this prospectus. Neither the delivery of this prospectus nor the sale of our Class A Common Stock means that information contained in this prospectus is correct after the date of this prospectus. This prospectus is not an offer to sell or solicitation of an offer to buy these securities in any circumstances under which the offer or solicitation is unlawful.

PROSPECTUS SUMMARY

The following summary highlights certain of the information contained elsewhere in or incorporated by reference into this prospectus. Because this is only a summary, however, it does not contain all the information you should consider before investing in our securities and it is qualified in its entirety by, and should be read in conjunction with, the more detailed information included elsewhere in or incorporated by reference into this prospectus. Before you make an investment decision, you should read this entire prospectus carefully, including the risks of investing in our securities discussed under the section of this prospectus entitled “Risk Factors” and similar headings in the other documents that are incorporated by reference into this prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial statements, and the exhibits to the registration statement of which this prospectus is a part.

Unless the context otherwise requires, references to “we,” “our,” “us,” “Celularity” or the “Company” in this prospectus refers to Celularity Inc., individually, or as the context requires, collectively with its subsidiaries.

Overview

We are a regenerative and cellular medicines company focused on addressing aging related diseases including cancer and degenerative diseases. Our goal is to ensure all individuals have the opportunity to live healthier longer. We develop and market off-the-shelf placental-derived allogeneic advanced biomaterial products including allografts and connective tissue matrices for soft tissue repair and reconstructive procedures in the treatment of degenerative disorders and diseases including those associated with aging. We believe that by harnessing the placenta’s unique biology and ready availability, we will be able to develop therapeutic solutions that address a significant unmet global need for effective, accessible and affordable therapeutics. Our advanced biomaterials business today is comprised primarily of the sale of our Biovance 3L products, directly or through our distribution network. Biovance 3L is a tri-layer 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. We are developing new placental biomaterial products to deepen the biomaterials commercial pipeline. We also plan to leverage our 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.

We are working toward a set of milestones with respect to off-the-shelf placental-derived allogeneic biomaterial product candidates and cell therapy product candidates. With respect to our biomaterial product candidate pipeline, in August 2025 we submitted a 510(k) application for our Celularity Tendon Wrap (“CTW”). We expect to advance the development of our FUSE Bone Void Filler (“FUSE”) with the objective of a 510(k) filing in the second half of 2026, and to advance the development of our Celularity Placental Matrix (“CPM”) with the objective of a 510(k) filing in the second half of 2027. Recently, a number of states have enacted legislation to expand access to stem cell and other cell therapies which have not yet received U.S. Food and Drug Administration (“FDA”) approval, including a Florida law that went into effect on July 1, 2025, allowing Florida physicians to administer stem cell treatments for wound care, pain management and orthopedics purposes, subject to certain requirements and limitations. We are actively assessing opportunities in Florida and elsewhere to supply our mesenchymal-like adherent stromal cells (“MLASCs”) cell therapy product candidates PDA 001 and PDA 002 to physicians for use in accordance with state law. Additionally, when we are sufficiently capitalized, we plan to complete our safety and efficacy assessment to determine progress to a Phase III clinical trial of our MLASCs cell therapy product candidate, PDA 002, in diabetic foot ulcer (“DFU”) and our MLASCs cell therapy product candidate, PDA 001, in Crohn’s disease.

Our Celularity IMPACT manufacturing platform is a seamless, fully integrated process designed to optimize speed and scalability from the sourcing of placentas from full-term healthy informed consent donors through the use of proprietary processing methods, cell selection, product-specific chemistry, manufacturing and controls (“CMC”) advanced cell manufacturing and cryopreservation. The result is a suite of allogeneic inventory-ready, on demand placental-derived cell therapy products. We also operate and manage a commercial biobanking business that includes the collection, processing and cryogenic storage of certain birth byproducts for third parties. A biobank is an organized collection of biological human material, and its associated information stored for future retrieval and use in research, regenerative medicine, and innovation. We provide a fee-based biobanking service to expectant parents who contract with us to collect, process, cryogenically preserve and store certain biomaterial, including umbilical cord blood and placenta derived cells and tissue. We receive a one-time fee for the collection, processing, and cryogenic preservation of the biomaterials, and a storage fee to maintain the biomaterials in our biobank payable annually generally over a period of 18 to 25 years. We intend to explore opportunities to diversify our biobanking business, including adult cell banking.

Our current science is the product of the cumulative background and effort over two decades of our seasoned and experienced management team. We have our roots in Anthrogenesis Corporation (“Anthrogenesis”), a company founded under the name Lifebank in 1998 by Robert J. Hariri, M.D., Ph.D., our founder and Chief Executive Officer, and acquired in 2002 by Celgene Corporation (“Celgene”). The team continued to hone their expertise in the field of placental-derived technology at Celgene through August 2017, when we acquired Anthrogenesis. We have a robust global intellectual property portfolio comprised of over 290 patents and patent applications protecting our Celularity IMPACT platform, our processes, technologies and cell therapy programs that we are actively developing on our own or seeking to out-license or to find a collaboration partner to develop. We believe this know-how, expertise and intellectual property will drive the rapid development and, if approved, the commercialization of these potentially lifesaving therapies for patients with unmet medical needs.

Corporate History and Information

Celularity Inc., formerly known as GX Acquisition Corp. (“GX”), was a blank check company incorporated in Delaware on August 24, 2018. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On July 16, 2021 (the “Closing Date”), the Company consummated the previously announced merger pursuant to the Merger Agreement and Plan of Reorganization, dated January 8, 2021 (the “Merger Agreement”), by and among GX, Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GX (“First Merger Sub”), Celularity LLC (f/k/a Alpha Second Merger Sub LLC), a Delaware limited liability company and a direct, wholly owned subsidiary of GX (“Second Merger Sub”), and the entity formerly known as Celularity Inc., incorporated under the laws of the state of Delaware on August 29, 2016 (“Legacy Celularity”). Upon completion of the merger transaction, GX changed its name to Celularity Inc.

As of December 16, 2025, we have the following wholly-owned subsidiaries: Celularity LLC; Caricord, Inc.; Anthrogenesis LLC; Celularity Longevity, LLC; Celularity Biorepository LLC; Celularity Asset Holding LLC; Celularity Discovery & Development LLC; Celularity Advanced Manufacturing LLC; and Celularity Biomaterials LLC.

Our principal executive offices are located at 170 Park Avenue, Florham Park, New Jersey 07932, and our telephone number is (908) 768-2170. We maintain a website at https://celularity.com/ where general information about us is available. The information contained on our website is not incorporated by reference into this prospectus, and you should not consider any information contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our securities.

RISK FACTOR SUMMARY

Our business is subject to significant risks and uncertainties that make an investment in us speculative and risky. Below we summarize what we believe are the principal risk factors but these risks are not the only ones we face, and you should carefully review and consider the full discussion of our risk factors in the section titled “Risk Factors”, together with the other information in this prospectus. If any of the following risks actually occurs (or if any of those listed elsewhere in this prospectus occur), our business, reputation, financial condition, results of operations, revenue, and future prospects could be seriously harmed. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business.

Risks Related to Ownership of Our Securities and This Offering

Risks Related to Business and Industry

Risks Related to Government Regulation

Risks Related to Our Reliance on Third Parties

Risks Related to Our Intellectual Property

THE OFFERING

The number of shares of our Class A Common Stock to be outstanding after this offering as shown above is based on 28,478,880 shares outstanding as of December 16, 2025 and excludes as of that date:

RISK FACTORS

An investment in our securities involves a high degree of risk. This prospectus contains a discussion of the risks applicable to an investment in our securities. Prior to deciding about investing in our securities, you should carefully consider the specific factors discussed in and incorporated by reference into this prospectus. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations. The occurrence of any of these known or unknown risks might cause you to lose all or part of your investment in the offered securities.

Risks Related to Government Regulations

The U.S. Department of Health and Human Services’ Centers for Medicare & Medicaid Services publication of its CY 2026 Medicare Physician Fee Schedule in July 2025 which is set to take effect on January 1, 2026 may have a material adverse effect on our business, financial condition, results of operations, and cash flows.

On July 16, 2025, the Centers for Medicare & Medicaid Services published its CY 2026 Medicare Physician Fee Schedule Proposed Rule, setting forth a new national, standardized payment methodology for all skin substitutes, which is scheduled to take effect on January 1, 2026. Under this proposal, payment rates would be determined by FDA regulatory pathway categories instead of individual product characteristics or clinical differentiation. If implemented, this new payment methodology may adversely affect reimbursement rates for our skin substitute products, limit our ability to differentiate our products in the market based on clinical benefits, and materially and adversely affect our business, financial condition, results of operations, and cash flows.

Risks Related to Ownership of Our Securities and This Offering

There may not be an active trading market for our Class A Common Stock, which may make it difficult to sell shares of our Class A Common Stock.

It is possible that an active trading market for our Class A Common Stock will not develop or, if developed, that any market will not be sustained. This would make it difficult for our stockholders to sell our Class A Common Stock at an attractive price or at all.

The market price of our securities may be volatile, which could cause the value of an investment to decline.

The price of our securities may fluctuate significantly due to general market and economic conditions. An active trading market for our securities may not develop or, if developed, it may not be sustained. In addition, fluctuations in the price of our securities could contribute to the loss of all or part of the investment in us. Even if an active market for our securities develops and continues, the trading price of our securities could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

Factors affecting the trading price of our securities may include:

In addition, the stock market in general, and Nasdaq and biopharmaceutical companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the market price of our Class A Common Stock, regardless of our actual operating performance. In the past, securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. This type of litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, operating results or financial condition.

Future sales and issuances of our Class A Common Stock or rights to purchase Class A Common Stock, including pursuant to our equity plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall.

We expect that significant additional capital may be needed in the future to continue our planned operations, including, commercialization efforts, expanded research and development activities, conducting clinical trials and costs associated with operating as a public company. To raise capital, we may sell shares of our Class A Common Stock, convertible securities or other equity securities in one or more transactions at prices and in a manner we determine from time to time. We may also sell our Class A Common Stock as part of entering into strategic alliances, creating joint ventures or collaborations or entering into additional licensing arrangements with third parties that we believe will complement or augment our development and commercialization efforts. If we sell shares of our Class A Common Stock, convertible securities or other equity securities, investors may be materially diluted by subsequent sales. Such sales may also result in material dilution to existing stockholders, and new investors could gain rights, preferences and privileges senior to the holders of our Class A Common Stock.

Sales of a substantial number of our shares of Class A Common Stock in the public markets, or the perception that such sales could occur, could cause our stock price to fall.

We may issue and sell additional shares of Class A Common Stock in the public markets, including during this offering. As a result, a substantial number of our shares of Class A Common Stock may be sold in the public market. Sales of a substantial number of our shares of Class A Common Stock in the public markets, including during this offering, or the perception that such sales could occur, could depress the market price of our Class A Common Stock and impair our ability to raise capital through the sale of additional equity securities.

We do not intend to pay cash dividends for the foreseeable future.

We have never declared or paid cash dividends on our capital stock. We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any cash dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A Common Stock if the trading price of your shares increases.

The exercise of our outstanding options and warrants and the vesting of outstanding restricted stock units will dilute stockholders and could decrease our stock price.

The exercise of our outstanding options and warrants, the vesting of outstanding restricted stock units and the conversion of outstanding notes may adversely affect our stock price due to sales of a large number of shares or the perception that such sales could occur. These factors also could make it more difficult to raise funds through future offerings of our securities and could adversely impact the terms under which we could obtain additional equity capital. Exercise of outstanding options and warrants, conversion of outstanding debt or any future issuance of additional shares of Class A Common Stock or other equity securities, including, but not limited to, options, warrants, restricted stock units or other derivative securities convertible into our Class A Common Stock, may result in significant dilution to our stockholders and may decrease our stock price.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale by the Selling Stockholders of the Class A Common Stock. Upon any exercise of the Warrants by payment of cash, however, we will receive the exercise price of the Warrants, which, if exercised in cash with respect to the 8,875,329 shares of Class A Common Stock offered hereby, would result in gross proceeds to us of approximately $31.9 million. However, we cannot predict when and in what amounts or if the Warrants will be exercised by payments of cash and it is possible that the Warrants may expire and never be exercised, in which case we would not receive any cash proceeds.

DIVIDEND POLICY

We have never paid cash dividends on our Class A Common Stock and we do not anticipate paying cash dividends in the foreseeable future, but intend to retain our capital resources for reinvestment in our business. Any future determination to pay cash dividends on our Common Stock will be at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital requirements and other factors as the board of directors deems relevant.

DETERMINATION OF THE OFFERING PRICE

The prices at which the shares of Class A Common Stock covered by this prospectus may actually be sold will be determined by the prevailing public market price for shares of our Class A Common Stock or by negotiations between the Selling Stockholders and buyers of our Class A Common Stock in private transactions or as otherwise described in “Plan of Distribution.”

PRIVATE PLACEMENTS OF SHARES OF CLASS A COMMON STOCK AND WARRANTS

October 2025 Private Placement

On October 24, 2025, we entered into a securities purchase agreement with an investor pursuant to which we agreed to issue and sell in private placement transactions, in up to three tranches, shares of Series A Convertible Preferred Stock with an aggregate stated value of up to $6,666,667, and accompanying warrants to purchase shares of our Class A Common Stock. The Series A Preferred Stock was issued and sold at a purchase price equal to 90% of the stated value, with each preferred share having a stated value of $1.111111 per share, and the warrants will be issued for no additional consideration. Each warrant will entitle the investor to purchase a number of shares of Class A Common Stock equal to 25% of the respective tranche purchase price divided by 95% of the lowest volume weighted average price during the seven trading days prior to the applicable closing, with an initial exercise price of $3.00 per share, subject to adjustment as set forth in the warrant. Subject to shareholder approval under Nasdaq rules, the Series A Preferred Stock are convertible into Class A Common Stock at the lower of (i) 110% of the closing price immediately prior to issuance or (ii) 95% of the lowest closing volume weighted average price over the seven trading days prior to conversion, but not less than a floor price of $1.60 per share, subject to adjustment. The closing of the initial tranche occurred on October 24, 2025 pursuant to which we issued an aggregate of 2,000,000 shares of Series A Preferred Stock and warrants to purchase up to 267,308 shares of Class A Common Stock for gross proceeds of approximately $2 million. In connection with the closing of the initial tranche, we issued five-year warrants to purchase up to 85,539 shares of Class A Common Stock with an initial exercise price of $3.00 per share to the placement agent.

In connection with the private placement, we entered into a registration rights agreement, dated as of October 24, 2025, with the investor, pursuant to which we agreed to prepare and file a registration statement with the SEC registering the resale of the shares of Class A Common Stock underlying the Series A Preferred Stock and warrants no later than 30 days after the date of the registration rights agreement, and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days following the date of the registration rights agreement. On December 16, 2025, we issued the investor additional warrants to purchase up to 50,000 shares of Class A Common Stock at an exercise price of $2.50 per share in consideration for our failure to timely file a registration statement with the SEC registering the resale of the shares of Class A Common Stock underlying the Series A Preferred Stock and warrants issued to the investor pursuant to the registration rights agreement.

October 2025 Consulting Agreement

On October 9, 2025, we entered into a consulting agreement pursuant to which we issued 100,000 shares of Class A Common Stock and warrants to purchase up to 4,500,000 shares of the Company’s Class A Common Stock.

July 2025 Private Placement

On July 14, 2025, we entered into a securities purchase agreement with an institutional investor for the issuance and sale of 1,230,769 shares of Class A Common Stock and warrants to purchase up to 1,230,769 shares of Class A Common Stock for a purchase price of $1.625 per share of Class A Common Stock and accompanying warrant. Pursuant to the securities purchase agreement, we are required, as soon as practicable (and in any event within 30 calendar days of the date of the purchase agreement), to file a registration statement providing for the resale by the purchasers of the Shares (as defined in the securities purchase agreement) issued in the offering. We are required to use commercially reasonable efforts to cause such registration statement to become effective within 60 calendar days following the closing date of the offering and to keep such registration statement effective at all times until no purchaser owns any Shares purchased in the offering.

June 2025 Private Placement

On June 23, 2025, we entered into a securities purchase agreement with certain investors for the issuance and sale of an aggregate of 739,284 shares of the Company’s Class A Common Stock at a purchase price of $1.40 per share. Pursuant to the securities purchase agreement, we are required, as soon as practicable (and in any event within 30 calendar days of the date of the purchase agreement), to file a registration statement providing for the resale by the purchasers of the Shares (as defined in the securities purchase agreement) issued in the offering. We are required to use commercially reasonable efforts to cause such registration statement to become effective within 60 calendar days following the closing date of the offering and to keep such registration statement effective at all times until no purchaser owns any Shares purchased in the offering. In connection with the offering, the Company also agreed to amend the warrants held by investors to purchase up to 1,291,713 shares of Class A Common Stock with an original exercise price of $10.00 per share and expiration dates in 2028 to an exercise price of $2.50, extending the expiration date to June 30, 2030.

May 2025 Strategic Advisory Agreement

On May 19, 2025, we entered into a strategic advisory agreement with a consulting firm pursuant to which we issued 50,000 shares of Class A Common Stock and warrants to purchase up to 1,500,000 shares of Class A Common Stock.

KCSA Strategic Communications

On February 26, 2024, we entered into a letter agreement with KCSA Strategic Communications to provide public relations services pursuant to which we issued 12,000 shares of Class A Common Stock.

Dragasac Limited

On January 12, 2024, we entered into a securities purchase agreement with an existing investor, Dragasac Limited (“Dragasac”), providing for the private placement of (i) 2,141,098 shares of Class A Common Stock and (ii) accompanying warrants to purchase up to 535,274 shares of Class A Common Stock (“January 2024 PIPE Warrant”), for $2.4898 per share and $1.25 per accompanying January 2024 PIPE Warrant, for an aggregate purchase price of approximately $6,000. The closing of the private placement occurred on January 16, 2024. In addition, on January 9, 2020, we issued the investor warrants to purchase 652,981 shares of Class A Common Stock.

Palantir Technologies, Inc.

On May 6, 2024, we issued 40,584 shares of our Class A Common Stock to Palantir Technologies, Inc., or Palantir, pursuant to a Confidential Letter Amendment to the Palantir Settlement Agreement by and among us and Palantir dated December 21, 2023.

May 2023 Private Placement

On May 18, 2023, the Company issued an aggregate of (i) 581,394 shares of its Class A Common Stock and (ii) accompanying warrants to purchase up to an aggregate of 581,394 shares of Class A Common Stock (the “May 2023 PIPE Warrants”), for $5.20 per share and $1.25 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 $10.00 per share, is immediately exercisable, will expire on May 18, 2028 and is subject to customary adjustments for certain transactions affecting the Company’s capitalization.

March 2023 Private Placement

On March 20, 2023, we entered into a securities purchase agreement with two accredited investors, including Dr. Robert J. Hariri, our Chairman and Chief Executive Officer providing for the private placement of (i) an aggregate of 938,183 shares of Class A Common Stock, and (ii) accompanying warrants to purchase up to 938,183 shares of Class A Common Stock (the "March 2023 PIPE Warrants”), for $8.34 per share and $1.25 per accompanying March 2023 PIPE Warrant, for an aggregate purchase price of $9,000 (of which Dr. Hariri subscribed for $2,000. Each March 2023 PIPE Warrant had an exercise price of $30.00 per share, is immediately exercisable, will expire on March 27, 2028 and is subject to customary adjustments. On September 14, 2023, the Company entered into a warrant amendment on the March 2023 PIPE Warrants with the unaffiliated investor to reduce the exercise price from $30.00 per share to $10.00 per share for warrants to purchase 729,698 shares of Class A common stock.

SELLING STOCKHOLDERS

We are registering an aggregate of up to 15,945,039 shares of Class A Common Stock, consisting of 5,601,990 shares of Class A Common Stock, shares of Class A Common Stock issuable upon exercise of Warrants to purchase up to 8,944,709 shares of Class A Common Stock and 1,398,340 shares of Class A Common Stock issuable upon conversion of Series A Convertible Preferred Stock, in order to permit the Selling Stockholders to offer the shares for resale from time to time. See “Private Placements of Shares of Class A Common Stock and Warrants” for additional information.

Except for the ownership of the Warrants and as noted below, the Selling Stockholders has not had any material relationship with us within the past three years.

The table below lists the Selling Stockholders and other information regarding the beneficial ownership of the shares of Class A Common Stock by the Selling Stockholders. The second column lists the number of shares of Class A Common Stock beneficially owned by the Selling Stockholders, based on its ownership of the shares of Class A Common Stock and Warrants, as of December 16, 2025, assuming exercise of the Warrants held by the Selling Stockholders on that date, without regard to any limitations on exercises.

The third column lists the shares of Class A Common Stock being offered by this prospectus by the Selling Stockholders.

This prospectus generally covers the resale of the maximum number of shares of Class A Common Stock issuable upon exercise of the Warrants, determined as if the outstanding Warrants were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination and all subject to adjustment as provided in applicable registration rights agreements, without regard to any limitations on the exercise of the Warrants. The fourth column assumes the sale of all of the shares offered by the Selling Stockholders pursuant to this prospectus.

Under the terms of certain Warrants, the Selling Stockholders may not exercise such Warrants to the extent such exercise would cause such Selling Stockholders, together with their respective affiliates and attribution parties, to beneficially own a number of shares of Class A Common Stock which would exceed 4.99% or 9.99%, as applicable, of our then outstanding Class A Common Stock following such exercise, excluding for purposes of such determination shares of Class A Common Stock issuable upon exercise of such Warrants which have not been exercised. The number of shares in the second and fourth columns do not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.” 

(1) Includes (i) 278,571 shares of Class A Common Stock and (ii) warrants to purchase up to 5,229,698 shares of Class A Common Stock.

(2) Includes (i) 178,571 shares of Class A Common Stock and (ii) warrants to purchase up to 155,039 shares of Class A Common Stock.

(3) Brent Federighi is the Trustee of Pacific Premier Trust, Custodian FBO Brent Federighi IRA (the “Federighi IRA”) and, in such capacity, has the right to vote and dispose of the securities held by the Federighi IRA. The address of the Federighi IRA is Pacific Premier Trust, Processing Center, P.O. Box 981012, Boston, MA 02298.

(4) Includes (i) 71,429 shares of Class A Common Stock and (ii) warrants to purchase up to 116,278 shares of Class A Common Stock.

(5) Includes (i) 71,429 shares of Class A Common Stock and (ii) warrants to purchase up to 77,519 shares of Class A Common Stock.

(6) Includes (i) 35,714 shares of Class A Common Stock and (ii) warrants to purchase up to 31,008 shares of Class A Common Stock.

(7) Includes (i) 35,714 shares of Class A Common Stock and (ii) warrants to purchase up to 77,519 shares of Class A Common Stock.

(8) Includes (i) 35,714 shares of Class A Common Stock and (ii) warrants to purchase up to 31,008 shares of Class A Common Stock.

(9) Includes (i) 25,000 shares of Class A Common Stock and (ii) warrants to purchase up to 23,256 shares of Class A Common Stock.

(10) Includes (i) 35,714 shares of Class A Common Stock and (ii) warrants to purchase up to 15,504 shares of Class A Common Stock.

(11) Charles H. Grieve, II and Deanne S. Larue are the Trustees of 2004 Grieve Family Trust (the “Grieve Trust”) and, in such capacity, have the right to vote and dispose of the securities held by the Grieve Trust. The address of the Grieve Trust is 830 5^th Avenue, San Rafael, CA 94901.

(12) Includes (i) 17,857 shares of Class A Common Stock and (ii) warrants to purchase up to 7,752 shares of Class A Common Stock.

(13) Peter Wohlfeiler and Mary Canning are the Trustees of The Canfeiler Trust DTD 8/16/2023 (“The Canfeiler Trust”) and, in such capacity, have the right to vote and dispose of the securities held by The Canfeiler Trust. The address of The Canfeiler Trust is 12 Littlewood Drive, Piedmont, CA 94611.

(14) Includes (i) 17,857 shares of Class A Common Stock and (ii) warrants to purchase up to 7,752 shares of Class A Common Stock.

(15) David Grieve is an officer of HMV, LLC and, in such capacity, has the right to vote and dispose of the securities held by HMV, LLC. The address of HMV, LLC is 465 First Street West, 2^nd Floor, Sonoma, CA 95476.

(16) Includes (i) 17,857 shares of Class A Common Stock and (ii) warrants to purchase up to 7,752 shares of Class A Common Stock.

(17) Includes (i) 17,857 shares of Class A Common Stock and (ii) warrants to purchase up to 11,628 shares of Class A Common Stock.

(18) Grant White is the CEO of Faithstone Capital Partners LLC (“Faithstone”) and, in such capacity, has the right to vote and dispose of the securities held by Faithstone. The address of Faithstone is 2400 S. Cimarron Street, Ste. 120, Las Vegas, NV 89117.

(19) Includes (i) 200,000 shares of Class A Common Stock and (ii) warrants to purchase up to 1,525,661 shares of Class A Common Stock.

(20) Includes (i) 150,000 shares of Class A Common Stock and (ii) warrants to purchase up to 1,525,661 shares of Class A Common Stock.

(21) Todd Fromer is a Principal of KCSA Strategic Communications (“KCSA”) and, in such capacity, has the right to vote and dispose of the securities held by KCSA. The address of KCSA is 261 Madison Avenue, 9^th Floor, New York, NY 10016.

(22) Represents 12,000 shares of Class A Common Stock.

(23) Ryan Taylor is the Chief Revenue Officer and Chief Legal Officer of Palantir Technologies Inc. (“Palantir”) and, in such capacity, has the right to vote and dispose of the securities held by Palantir. The address of Palantir is 1200 17th Street, Floor 15, Denver, Colorado 80202.

(24) Represents 40,584 shares of Class A Common Stock.

(25) Dragasac, is an indirect wholly-owned subsidiary of Genting Berhad, a public company listed on the Malaysian stock exchange. Tan Sri Lim Kok Thay is an indirect beneficial owner of the largest stockholder of Genting Berhad, where he serves as Chief Executive and Chairman of the Board, and in such capacity may be deemed to beneficially own shares held by Dragasac Limited. The address for Dragasac Limited is c/o 24th Floor, Wisma Genting, 28 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.

(26) Represents 3,329,353 shares of Class A Common Stock.

(27) Each of the Selling Stockholders is affiliated with Craft Capital Management LLC, a registered broker dealer and has a registered address of c/o Craft Capital Management LLC, 377 Oak Street, Lower Concourse, Garden City, NJ 11530, and has sole voting and dispositive power over the securities held. The number of shares to be sold in this offering consists of shares of Class A Common Stock issuable upon exercise of placement agent warrants, which were received as compensation for our private placement. The Selling Stockholders acquired the placement warrants in the ordinary course of business and, at the time the placement agent warrants were acquired, the Selling Stockholders had no agreement or understanding, directly or indirectly, with any person to distribute such securities.

(28) Represents warrants to purchase up to 8,981 shares of Class A Common Stock.

(29) Represents warrants to purchase up to 25,149 shares of Class A Common Stock.

(30) Represents warrants to purchase up to 16,767 shares of Class A Common Stock.

(31) Represents warrants to purchase up to 8,981 shares of Class A Common Stock.

(32) Jeremy Weech is the Managing Partner of Helena Global Investment Opportunities 1 Ltd (“Helena Global”) and, in such capacity, has the right to vote and dispose of the securities held by Helena Global. The address of Helena Global is 71 Fort Street, 3^rd Floor, Grand Cayman, Cayman Islands KY1-1111.

(33) Includes (i) 1,398,340 shares of Class A Common Stock issuable upon conversion of Series A Preferred Stock and (ii) warrants to purchase up to 317,308 shares of Class A Common Stock.

(34) Stephen Temes is the Managing Member of Lincoln Alternatives Strategic LLC (“Lincoln Alternatives”) and, in such capacity, has the right to vote and dispose of the securities held by Lincoln Alternatives. The address of Lincoln Alternatives is 404 Washington Avenue, #650, Miami Beach, FL 33139.

(35) Includes (i) 1,230,769 shares of Class A Common Stock and (ii) warrants to purchase up to 1,230,769 shares of Class A Common Stock.

(36) Represents warrants to purchase up to 15,504 shares of Class A Common Stock.

(37) Represents warrants to purchase up to 3,876 shares of Class A Common Stock.

Plan of Distribution

Each Selling Stockholder of securities and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on The Nasdaq Capital Market or any other stock exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Stockholder may use any one or more of the following methods when selling securities:

The Selling Stockholders may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.

Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.

In connection with the sale of the securities or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Stockholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers that in turn may sell these securities. The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The Selling Stockholders and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.

We are required to pay certain fees and expenses that we incur incident to the registration of the securities. We have agreed to indemnify the Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.

We agreed to keep this prospectus effective until the earlier of (i) the date on which the securities may be resold by the Selling Stockholders without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for us to be in compliance with the current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The securities will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the securities may not simultaneously engage in market making activities with respect to the Class A Common Stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the Class A Common Stock by the Selling Stockholders or any other person. We will make copies of this prospectus available to Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).

DESCRIPTION OF CAPITAL STOCK

The following description of our Class A Common Stock summarizes the material terms and provisions of the Class A Common Stock that we may offer pursuant to this prospectus. For the complete terms of our Class A Common Stock, please refer to our Second Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”), and our Amended and Restated Bylaws (“Bylaws”), which have been filed with the SEC and are incorporated herein by reference. The terms of these securities may also be affected by the Delaware General Corporation Law (“DGCL”). The summary below is only a summary and may not contain all the information that is important to you or that you should consider before investing in our stock, and is qualified in its entirety by reference to our Certificate of Incorporation and Bylaws as either may be amended from time to time after the date of this prospectus. For a more detailed description of these securities, you should read the applicable provisions of Delaware law, our Certificate of Incorporation, our Bylaws and the reports that we file with the SEC, which are incorporated herein by reference.

Authorized Capital

Our authorized share capital consists of 730,000,000 shares of Class A Common Stock, $0.0001 par value per share, and 10,000,000 shares of preferred stock, $0.0001 par value, of which 6,000,000 shares are designated as Series A Convertible Preferred Stock. As of December 16, 2025, there were 28,478,880 shares of our Class A Common Stock and 2,000,000 shares of our Series A Convertible Preferred Stock outstanding.

Class A Common Stock

Voting Rights

Except as otherwise required by law or as otherwise provided in any certificate of designation for any series of preferred stock, the holders of Class A Common Stock possess all voting power for the election of our directors and all other matters requiring stockholder action. Holders of Class A 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 our 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 Class A Common Stock unless the shares of Class A Common Stock at the time outstanding are treated equally and identically.

Liquidation, Dissolution and Winding Up

In the event of our voluntary or involuntary liquidation, dissolution, distribution of assets or winding-up, the holders of the Class A Common Stock will be entitled to receive an equal amount per share of all of our 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

Our stockholders have no preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to Class A Common Stock.

Election of Directors

Our 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 our initial business combination, Class I directors were elected to an initial one-year term (and three-year terms subsequently), the Class II directors were elected to an initial two-year term (and three-year terms subsequently) and the Class III directors were 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.

Warrants

As of December 16, 2025, we have warrants to purchase up to 21,966,918 shares of Class A Common Stock outstanding with a weighted average exercise price of $15.12 per share (giving effect to certain reset provisions and based on $1.35 per share, the last reported sale price of our Class A Common Stock on The Nasdaq Capital Market on December 16, 2025).

Registration Rights

Palantir

In connection with a settlement and release agreement dated December 21, 2023, as amended, we issued Palantir Technologies Inc. 60,584 shares of our Class A Common Stock, which shares carry piggyback registration rights.

March 2023 Private Placement

In connection with our March 2023 private placement of shares of Class A Common Stock and warrants, we entered into a registration rights agreement whereby we agreed to register the resale of the shares of Class A Common Stock and the shares of Class A Common Stock issuable upon exercise of the warrants, among other shares.

Consultant Shares

On May 19, 2025, we issued 50,000 shares of our Class A Common Stock to a consultant in connection with the execution of a consulting agreement under which the consultant was engaged to provide business development and strategic advisory services. The shares of Class A Common Stock were issued with piggyback registration rights in connection with any future registration of our securities.

July 2025 Private Placement

On July 14, 2025, we entered into a securities purchase agreement with an institutional for the issuance and sale of 1,230,769 shares of Class A Common Stock and warrants to purchase up to 1,230,769 shares of Class A Common Stock. Pursuant to the securities purchase agreement, we are required, as soon as practicable (and in any event within 30 calendar days of the date of the purchase agreement), to file a registration statement providing for the resale by the purchasers of the Shares (as defined in the securities purchase agreement) issued in the offering. We are required to use commercially reasonable efforts to cause such registration statement to become effective within 60 calendar days following the closing date of the offering and to keep such registration statement effective at all times until no purchaser owns any Shares purchased in the offering.

June 2025 Private Placement

On June 23, 2025, we entered into a securities purchase agreement with certain investors for the issuance and sale of an aggregate of 739,284 shares of the Company’s Class A Common Stock. Pursuant to the securities purchase agreement, we are required, as soon as practicable (and in any event within 30 calendar days of the date of the purchase agreement), to file a registration statement providing for the resale by the purchasers of the Shares (as defined in the securities purchase agreement) issued in the offering. We are required to use commercially reasonable efforts to cause such registration statement to become effective within 60 calendar days following the closing date of the offering and to keep such registration statement effective at all times until no purchaser owns any Shares purchased in the offering.

October 2025 Private Placement

On October 24, 2025, we entered into a securities purchase agreement with an investor, pursuant to which we agreed to issue and sell in private placement transactions, in up to three tranches, shares of Series A Convertible Preferred Stock with an aggregate stated value of up to $6,666,667, and accompanying warrants to purchase shares of our Class A Common Stock. In connection with the private placement, we entered into a registration rights agreement, dated as of October 24, 2025, with the investor, pursuant to which we agreed to prepare and file a registration statement with the SEC registering the resale of the shares of Class A Common Stock underlying the Series A Preferred Stock and warrants no later than 30 days after the date of the registration rights agreement, and to use reasonable best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days following the date of the registration rights agreement.

Anti-Takeover Provisions

Special Meetings of Stockholders

Our Bylaws provide that special meetings of our stockholders may be called only by a majority vote of the board of directors, by the Chairperson of the board of directors, or by the chief executive officer.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

Our Bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely under our Bylaws, a stockholder’s notice will need to be received by the Company Secretary at our principal executive offices not later than the close of business on the 90th day nor earlier than the open of business on the 120th^h day prior to the first anniversary of the preceding year’s annual meeting. Pursuant to Rule 14a-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply with the notice periods contained therein. Our Bylaws also specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting of stockholders.

Authorized but Unissued Shares

Our authorized but unissued Class A Common Stock and preferred stock are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved Class A Common Stock and preferred stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.

Exclusive Forum Selection

Our Certificate of Incorporation provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (subject to certain limited exceptions) shall be the sole and exclusive forum for any of the following claims (i) any derivative claim or cause of action brought on our behalf, (ii) any claim or cause of action asserting a claim of breach of a fiduciary duty owed by any of our director, officer or other employee or our stockholders, (iii) any claim or cause of action against us, our directors, officers or employees arising pursuant to any provision of the DGCL, our Certificate of Incorporation or the Bylaws, (iv) any claim or cause of action seeking to interpret, apply, enforce or determine the validity of the Certificate of Incorporation or the Bylaws, (v) any claim or cause of action as to which the DGCL confers jurisdiction to the Court of Chancery of the State of Delaware; and (vi) any claim or cause of action against us or any of our current or former director, officer or other employee governed by the internal affairs doctrine, in all cases to the fullest extent permitted by law and subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity holding, owning or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and to have consented to such provisions.

Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law in the types of lawsuits to which they apply, a court may determine that these provisions are unenforceable, and to the extent they are enforceable, the provisions may have the effect of discouraging lawsuits against our directors and officers, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. Additionally, we cannot be certain that a court will decide that these provisions are either applicable or enforceable, and if a court were to find the choice of forum provisions contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

Our Certificate of Incorporation provides that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Furthermore, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. To prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different courts, among other considerations, our Certificate of Incorporation provides that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act.

We are subject to provisions of Section 203 of the DGCL regulating corporate takeovers under our Certificate of Incorporation. This statute prevents certain Delaware corporations, under certain circumstances, from engaging in a “business combination” with:

A “business combination” includes a merger or sale of more than 10% of our assets. However, the above provisions of Section 203 do not apply if:

Under certain circumstances, this provision will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with us for a three-year period. This provision may encourage companies interested in acquiring us to negotiate in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

Transfer Agent

The transfer agent for our Class A Common Stock and our public warrants is Continental Stock Transfer & Trust Company. The transfer agent’s address is One State Street Plaza, 30th Floor New York, New York 10004.

Listing

Shares of our Class A Common Stock are traded on The Nasdaq Capital Market under the ticker symbol “CELU”. Our ticker symbol for our warrants is “CELUW”.

LEGAL MATTERS

Sheppard, Mullin, Richter & Hampton LLP, New York, New York, will pass upon the validity of the shares of our Class A Common Stock offered hereby.

EXPERTS

The financial statements of Celularity Inc. as of December 31, 2023, and for the year ended December 31, 2023, incorporated by reference in this prospectus, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The consolidated balance sheet of Celularity Inc. as of December 31, 2024, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for the year then ended, have been audited by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated by reference, which report included an explanatory paragraph about the existence of substantial doubt concerning the Company's ability to continue as a going concern. Such financial statements have been incorporated by reference in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities offered by this prospectus. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our securities, we refer you to the registration statement, including the exhibits filed as a part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document is not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. Each statement is this prospectus relating to a contract or document filed as an exhibit is qualified in all respects by the filed exhibit. We are subject to the informational requirements of the Exchange Act and in accordance therewith file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov. The registration statement and the documents referred to below under “Incorporation of Documents By Reference” are also available on our website, www.celularity.com. We have not incorporated by reference into this prospectus the information on our website, and you should not consider it to be a part of this prospectus.

INCORPORATION OF DOCUMENTS BY REFERENCE

The SEC allows us to “incorporate by reference” information from other documents that we file with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Information in this prospectus supersedes information incorporated by reference that we filed with the SEC prior to the date of this prospectus, while information that we file later with the SEC will automatically update and supersede the information in this prospectus. We incorporate by reference into this prospectus and the registration statement of which this prospectus is a part the information or documents listed below that we have filed with the SEC:

We also incorporate by reference into this prospectus all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus forms a part and prior to effectiveness of the registration statement, or (ii) after the date of this prospectus but prior to the termination of the offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.

This prospectus, as further supplemented, may contain information that updates, modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. You should rely only on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus or the date of the documents incorporated by reference in this prospectus, respectively.

We will provide, without charge, to each person, including any beneficial owner, to whom this prospectus is delivered, upon written or oral request, a copy of any or all documents that are incorporated by reference into this prospectus, but not delivered with the prospectus, other than exhibits to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus incorporates. You should direct written requests to:

Celularity Inc.

170 Park Ave

Florham Park, New Jersey 07932

Attn: Chief Executive Officer

(908) 768-2170

You may also access the documents incorporated by reference in this prospectus on the SEC’s website at www.sec.gov or through our website at www.celularity.com. The reference to our website is an inactive textual reference only and, except for the specific incorporated documents listed above, the information contained in or accessible through our website does not constitute a part of this prospectus and is not incorporated by reference into this prospectus.

Any statement contained in this prospectus or in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

Up to 15,945,039 Shares of Class A Common Stock

PROSPECTUS

, 2025

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

We estimate that expenses in connection with the distribution described in this registration statement (other than brokerage commissions, discounts or other expenses relating to the sale of the shares in this offering) will be as set forth below. We will pay all of the expenses with respect to the distribution, and such amounts, with the exception of the SEC registration fee, are estimates.

Item 14. Indemnification of Directors and Officers

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the registrant. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaws, agreement, vote of stockholders or disinterested directors or otherwise. Our Certificate of Incorporation and Bylaws provide for indemnification by us of our directors and officers to the fullest extent permitted by the DGCL.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (1) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (3) for unlawful payments of dividends or unlawful stock repurchases redemptions or other distributions or (4) for any transaction from which the director derived an improper personal benefit. Our Certificate of Incorporation provides for such limitation of liability to the fullest extent permitted by the DGCL.

We have entered into indemnification agreements with each of our directors and executive officers to provide contractual indemnification in addition to the indemnification provided in our Certificate of Incorporation. Each indemnification agreement provides for indemnification and advancements by us of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to our Company or, at our request, service to other entities, as officers or directors to the maximum extent permitted by applicable law. We believe that these provisions and agreements are necessary to attract qualified directors.

We also maintain standard policies of insurance under which coverage is provided (1) to our directors and officers against loss arising from claims made by reason of breach of duty or other wrongful act, while acting in their capacity as directors and officers of our Company, and (2) to us with respect to payments that may be made by us to such officers and directors pursuant to any indemnification provision contained in our Certificate of Incorporation and Bylaws or otherwise as a matter of law.

Item 15. Recent Sales of Unregistered Securities

Set forth below is information regarding securities issued by us since during the prior three years that were not registered under the Securities Act.

2025

On January 3, 2025, we issued 21,739 shares of our Class A Common Stock to a former employee pursuant to a Confidential Settlement and Release Agreement by and among us and the former employee with an effective date of January 3, 2025.

On January 24, 2025, the Company issued 1,188,255 shares of our Class A Common Stock upon the exercise of warrants.

On February 12, 2025, we entered into a binding term sheet with RWI pursuant to which we issued to RWI, on July 24, 2025, a five-year warrant to purchase up to 500,000 shares of our Class A Common Stock at an exercise price equal to $2.844, which warrant may be exercised on a cash or cashless basis.

On February 12, 2025, we entered into a binding term sheet with C.V. Starr & Co., Inc. (“Starr”) pursuant to which we issued to Starr a five-year warrant to purchase up to 100,000 shares of our Class A Common Stock at an exercise price equal to $1.692, which warrant may be exercised on a cash or cashless basis.

On February 29, 2025, in connection with the maturity date extension and Forbearance, we issued to Yorkville 100,000 shares of the Company’s Class A Common Stock.

On May 19, 2025, we issued 50,000 shares of our Class A Common Stock to a consultant in connection with the execution of a consulting agreement.

On May 20, 2025, we entered into a letter agreement with Yorkville pursuant to which, among other things, we issued to Yorkville of 100,000 shares of our restricted Class A Common Stock.

On June 20, 2025, we issued 12,000 shares of our Class A Common Stock to a consultant in connection with services performed.

On June 23, 2025, we sold 739,284 shares of our Class A Common Stock at a purchase price of $1.40 per share of Class A Common Stock in a private placement.

On June 25, 2025, we issued 490,632 shares of our Class A Common Stock to the holders of unsecured senior convertible notes in connection with a letter agreement between the Company and the note holders wherein the Company agreed to amend the conversion price to $1.60. In exchange for the Company agreeing to amend the conversion price of the notes, all holder’s agreed to an automatic conversion of the notes into shares of the Company’s Class A Common Stock.

On July 14, 2025, we issued 1,230,769 shares of our Class A Common Stock and warrants to purchase 1,230,769 shares of our Class A Common Stock for a purchase price of $1.625 per share of Class A Common Stock and warrant to an institutional investor. The warrant is exercisable for two years from the date of issuance at an exercise price of $1.50 per share.

On July 21, 2025, we issued a promissory note in the aggregate principal amount of $6,812,230 to an investor. In addition, the investor received a warrant to purchase 3,700,000 shares of Class A Common Stock. The warrant is exercisable at $2.528 per share for five years from the date of issuance (or if investor reasonably determines in its sole discretion that clearance from the Committee on Foreign Investment in the United States is required for the warrant exercise, five years from the date of such clearance). The note bears interest at 2% per annum and has a maturity date of March 21, 2026. In addition, the note is secured by a security interest on all of our assets.

On October 24, 2025, we entered into a securities purchase agreement with an investor, pursuant to which we agreed to issue and sell in private placement transactions, in up to three tranches, shares of Series A Convertible Preferred Stock with an aggregate stated value of up to $6,666,667, and accompanying warrants to purchase shares of our Class A Common Stock. The Series A Preferred Stock will be issued and sold at a purchase price equal to 90% of the stated value, with each preferred share having a stated value of $1.111111 per share, and the warrants will be issued for no additional consideration. Each warrant will entitle the investor to purchase a number of shares of Class A Common Stock equal to 25% of the respective tranche purchase price divided by 95% of the lowest volume weighted average price during the seven trading days prior to the applicable closing, with an initial exercise price of $3.00 per share, subject to adjustment as set forth in the warrant. Subject to shareholder approval under Nasdaq rules, the Series A Preferred Stock are convertible into Class A Common Stock at the lower of (i) 110% of the closing price immediately prior to issuance or (ii) 95% of the lowest closing volume weighted average price over the seven trading days prior to conversion, but not less than a floor price of $1.60 per share, subject to adjustment. The closing of the initial tranche occurred on October 24, 2025 pursuant to which we issued an aggregate of 2,000,000 shares of Series A Preferred Stock and warrants to purchase up to 267,308 shares of Class A Common Stock for gross proceeds of approximately $2 million.

2024

On January 10, 2024, we issued 20,000 shares of our Class A Common Stock to Palantir Technologies Inc., Palantir, pursuant to a Confidential Letter Agreement by and among us and Palantir dated January 10, 2024.

On January 12, 2024, we entered into a securities purchase agreement with an existing investor, Dragasac Limited, providing for the private placement of (i) 2,141,098 shares of our Class A Common Stock and (ii) accompanying warrants to purchase up to 535,274 shares of our Class A Common Stock for $2.4898 per share and $1.25 per accompanying warrant, for an aggregate purchase price of approximately $6.00 million. Each warrant has an exercise price of $2.4898 per share, is immediately exercisable, will expire on January 16, 2029. As a result of closing of the business combination pursuant to that certain Agreement and Plan of Merger and Reorganization dated January 8, 2021 by and among us, our wholly-owned merger subs and Celularity LLC (formerly known as Celularity Inc.), we assumed certain warrants held by Dragasac that, after application of the exchange ratio provided in the merger agreement, became exercisable for an aggregate 652,981 shares of our Class A Common Stock at an adjusted exercise price of $67.70 per share. In connection with the private placement, we and Dragasac agreed to amend and restate such warrants to reduce the exercise price per share to $2.4898 per share, subject to further adjustment as set forth therein.

On January 12, 2024,we and Celularity LLC, our wholly owned subsidiary, entered into a second amended and restated senior secured loan agreement with RWI pursuant to which we issued five-year immediately exercisable warrants to acquire up to 1,650,000 shares of Class A Common Stock at an exercise price of $2.4898 per share and a five-warrants to acquire up to 1,350,000 shares of Class A Common Stock at an exercise price equal to $2.988.

On March 13, 2024, we entered into the SEPA with YA II PN, LTD pursuant to which we have the right to sell to Yorkville up to $10.0 million of our Class A Common Stock, subject to certain limitations and conditions set forth in the SEPA, from time to time, over a 36-month period. Sales of the shares of Class A Common Stock to Yorkville under the SEPA, and the timing of any such sales, are at our option, and we are under no obligation to sell any shares of our Class A Common Stock to Yorkville under the SEPA except in connection with notices that may be submitted by Yorkville, in certain circumstances. As of the date of this prospectus, we have not issued any shares of Class A Common Stock to Yorkville pursuant to the SEPA. Upon entry into the SEPA, we issued Yorkville a $3.15 million convertible promissory note for $2.99 million in cash (after a 5% original issue discount). The note bears interest at an annual rate equal to 8.0% (increased to 18.0% in the event of default as provided in the note), and matures March 13, 2025. Yorkville may convert the note into shares of our Class A Common Stock at a price per share equal to the average VWAP of our shares of Class A Common Stock on Nasdaq during the five consecutive trading days immediately prior to the conversion price reset date, subject to a floor price of $2.4898 per share. The conversion price was reset to $2.7546 on September 13, 2024. The issuance of shares of our Class A Common Stock upon conversion of the note and otherwise under the SEPA is capped at 19.9% of the outstanding shares of our Class A Common Stock as of the date of this prospectus. As consideration for Yorkville’s commitment to purchase the shares Class A Common Stock pursuant to the SEPA, we paid Yorkville, among other things, a commitment fee equal to 16,964 shares of our Class A Common Stock.

On March 13, 2024, in connection with a forbearance agreement with RWI, we issued RWI a warrant to acquire up to 300,000 shares of our Class A Common Stock which expires June 20, 2028 and has an exercise price of $5.895 per share.

On March 13, 2024, in connection with a forbearance agreement with C.V. Starr & Co. Inc., we amended the exercise price of certain warrants to acquire 75,000 shares of our Class A Common Stock for $7.10 per share, expiring March 17, 2028, and warrants to acquire 50,000 shares of our Class A Common Stock for $8.10 per share, such that the exercise price of each such warrant is $5.895 per share.

On May 6, 2024, we issued 40,584 shares of our Class A Common Stock to Palantir pursuant to a Confidential Letter Amendment to the Palantir Settlement Agreement by and among us and Palantir dated December 21, 2023.

On dates ranging from November 11, 2024 to November 14, 2024, we issued Yorkville a total of 478,881 shares of our Class A Common Stock in connection with the conversion of notes outstanding in the principal amount of $1.3 million.

On November 18, 2024, we issued 59,176 shares of our Class A Common Stock to a former employee pursuant to a Confidential Settlement and Release Agreement by and among us and the former employee with an effective date of November 18, 2024.

On November 25, 2024, we entered into a securities purchase agreement with an accredited investor pursuant to which we sold unsecured senior convertible notes and warrants for an aggregate original principal amount of up to $1,000,000. As of the date of this prospectus, we issued and sold $750,000 notes and warrants. The notes bear interest at an annual rate of 8% (increasing to 10% in the event of default) and have a maturity date of one year from the date of issuance. Upon an event of default, the notes are convertible at the purchasers’ option into shares of our Class A Common Stock at a price per share equal to (i) $2.85 (adjusted for stock splits, reverse stock splits, stock dividends, or similar transactions); or (ii) the offering price of a subsequent financing transaction with gross proceeds of $2,500,000 or more (a “Subsequent Financing”), subject to a floor price of $1.00 per share. The warrants entitle the purchasers to purchase shares of our Class A Common Stock equal to each purchaser’s subscription amount divided by the exercise price of $2.85 per share. The exercise price, and the number of shares of our Class A Common Stock issuable under the warrants, are subject to a one-time reset upon the completion of a Subsequent Financing, subject to a floor price of $1.00 per share. The warrants are immediately exercisable and have a five-year term. Madison Global Partners, LLC served as the exclusive placement agent for the offering. In connection with the transaction, among other fees, we issued Madison Global Partners, LLC or their designees a five-year warrant to purchase up to an aggregate of 52,500 shares of our Class A Common Stock at an exercise price equal to $3.56 per share.

On December 16, 2025, we issued warrants to purchase up to 50,000 shares of our Class A Common Stock to Helena Global Investment Opportunities 1 Ltd.

2023

On March 17, 2023, in connection with a loan agreement with C.V. Starr & Co. Inc. we issued warrants to acquire up to an aggregate 75,000 shares of our Class A Common Stock at a purchase price of $1.25 per whole share underlying the warrant (or $94). The warrant has a five-year term and an exercise price of $7.10 per share. In March 2024, the exercise price of the warrant was amended to $5.895 in connection with the Starr Forbearance Agreement.

On March 20, 2023, we entered into a securities purchase agreement with two accredited investors, including our Chairman and Chief Executive Officer, Dr. Robert Hariri, providing for the private placement of (i) 938,183 shares of our Class A Common Stock and (ii) accompanying warrants to purchase up to 938,183 shares Class A Common Stock for $83.43 per share and $1.25 per accompanying warrant, for an aggregate purchase price of approximately $9.0 million (of which Dr. Hariri subscribed for $2.0 million). Each warrant has an exercise price of $30.00 per share, is immediately exercisable and expires on March 24, 2028. Concurrent with the entry into the securities purchase agreement we executed a binding term sheet to negotiate and enter into a sublicense of certain assets from an affiliate of the accredited investor party to the private placement transaction and in connection therewith issued 169,492 shares of Class A Common Stock.

On May 17, 2023, we entered into a securities purchase agreement with several accredited investors for the private placement of (i) 581,394 shares of our Class A Common Stock and (ii) accompanying warrants to purchase up to 581,394 shares of Class A Common Stock for $5.20 per share and $1.25 per accompanying warrant for an aggregate purchase price of approximately $3.75 million. Each warrant has an exercise price of $10.00 per share, is immediately exercisable, and expires on May 18, 2028.

On June 20, 2023, in connection with an amended and restated senior secured loan agreement with RWI, we granted C.V. Starr additional warrants to acquire up to an aggregate 50,000 shares of our Class A Common Stock, which additional warrants have a five-year term and an exercise price of $8.10 per share and issued RWI warrants to acquire up to an aggregate of 300,000 shares of Class A Common Stock, which warrant has a five-year term and an exercise price of $8.10 per share.

On September 18, 2023, in connection with a letter agreement with YA II PN, Ltd. we issued 270,731 shares of Class A Common Stock.

The foregoing securities were issued pursuant to an exemption from registration provided for under Section 4(a)(2) of the Securities Act, and/or Rule 506 of Regulation D promulgated thereunder.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits.

* Filed herewith.

** Pursuant to Item 601(b)(10) of Regulation S-K, certain confidential portions of this exhibit were omitted by means of marking such portions with an asterisk because such information is both not material and is the type that the Company treats as private or confidential.

# Indicates a management contract or any compensatory plan, contract or arrangement.

+ Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

¥ Certain portions of this exhibit are omitted because they are not material and are the type that the registrant treats as private or confidential.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

provided, however, that paragraphs (1)(i), (ii) and (iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Florham Park, State of New Jersey, on the 19th day of December 2025.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Robert J. Hariri, M.D., Ph.D. his/her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him/her and in his/her name, place and stead, in any and all capacities to sign any and all amendments to this prospectus, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact or his substitute may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.