Celularity Completes Major Balance Sheet Restructuring, Retires All $41.6 Million in Senior Secured Debt Retired all principal and accrued interest owed its two senior secured lenders, Resorts World Inc. Pte. Ltd., or RW

Completes Major Balance Sheet Restructuring, Retires All $41.6 Million in Senior Secured Debt

PARK, N.J., August 18, 2025 (GLOBE NEWSWIRE) - Celularity Inc. (Nasdaq: CELU) ("Celularity"), a regenerative and cellular

medicine company focused on addressing age-related and degenerative diseases, announced today that it has completed a major balance sheet

restructuring resulting in the retirement of all $32.0 million of the Company's senior secured debt plus $9.6 million in associated

unpaid interest. As part of this restructuring, Celularity entered into an Asset Purchase Agreement and a License Agreement with Celeniv

Pte. Ltd. ("Celeniv"), a Singapore company formed by Resorts World Inc. Pte. Ltd., or RWI, one of Celularity's two

senior secured lenders, and Tan Sri Dato Lim Kok Thay ("Mr. Lim"), executive chairman/non-independent executive director

of Genting Group and former Celularity director.

the Asset Purchase Agreement, Celularity sold its intellectual property assets to Celeniv,

which under the License Agreement licensed those assets to Celularity on an exclusive basis for an initial term of five (5) years renewable

for additional five-year terms. Celularity is required to make quarterly license payments to Celeniv under the License Agreement based

on the value of the assets sold under the Asset Purchase Agreement. Celularity also has

an exclusive five-year option under the Asset Purchase Agreement to repurchase the assets

received consideration under the Asset Purchase Agreement in the amount of $33,812,230,

which it used to retire the $27,000,000 senior secured loan outstanding from RWI and the $6,812,230 Promissory Note outstanding

from Mr. Lim (which Mr. Lim previously assigned to Celeniv). Previously, Celularity used part of the proceeds it received under the Promissory

Note to retire the senior secured loan outstanding from C.V. Starr and Co., Inc., or Starr. Celularity was advised in the transactions

by Faithstone Capital Partners.

the Celeniv agreements announced today, we successfully monetized Celularity's intellectual property assets to retire the Company's

senior secured debt in its entirety while retaining exclusive use of the assets for our cell therapy, advanced biomaterials, and biobanking

businesses. An exclusive five-year right to repurchase those assets from Celeniv gives us additional optionality going forward,"

said Robert J. Hariri, M.D., Ph.D., Celularity's Chairman and CEO. "We believe this agreement results in a major improvement

of Celularity's balance sheet with the removal of all the Company's senior secured debt, which was due for repayment in February

2026, as well as the senior secured lenders' general security interest in all Company assets. We accomplished this while preserving

our exclusive use of intellectual property that is operationally aligned with our programs and commercial activities and expect to gain

greater financial flexibility and potential access to lower cost traditional financing sources. We are deeply grateful to both RWI and

Mr. Lim for their continued support of Celularity's mission as we embark on this new chapter."

also completed an internal restructuring including establishing operating subsidiaries for each of its functional business units, as

internal restructuring formalizes how we manage Celularity to optimize efficiency and financial performance across the Company's

commercial units-advanced biomaterial products, longevity-focused cellular therapeutics, biobanking services, and contract manufacturing

and development services-as well as our internal discovery and development unit that supports the four commercial units with new

product discovery, development, and technology transfer services, and our internal business services unit. We wanted better visibility

around the fact that Celularity operates four commercial businesses under one roof, in contrast to the more typical biotechnology enterprise's

single-shot discovery or development stage programs," said Dr. Hariri.

Inc. (Nasdaq: CELU) is a regenerative and aging-related cellular medicine company developing, manufacturing, and commercializing advanced

biomaterial products and allogeneic and autologous cell therapies, all derived from the postpartum placenta. Celularity believes that

by harnessing the placenta's unique biology and ready availability, it can develop therapeutic solutions that address significant

unmet global needs for effective, accessible, and affordable therapies that target fundamental aging mechanisms like cellular senescence,

age-related chronic inflammation, and tissue degeneration. For more information about Celularity and its cutting-edge regenerative medicine

solutions, please visit www.celularity.com.

statements in this press release are "forward-looking statements" within the meaning of the Private Securities Litigation

Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding: (i) our future sales or sales

growth; (ii) our expectations for future financial results, including levels of net sales; (iii) our expectations regarding new products

including our 510K products; and (iv) future demand for our products. All statements other than statements of historical facts are "forward-looking

statements," including those relating to future events. In some cases, you can identify forward-looking statements by terminology

such as "anticipate," "believe," "can," "could," "continue," "expect,"

"improving," "may," "observed," "potential," "promise," "should,"

and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances). Forward-looking

statements are based on Celularity's current expectations and assumptions. Because forward-looking statements relate to the future,

they are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from those contemplated by

the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many

factors could cause actual results to differ materially from those described in these forward-looking statements, including those risk

factors set forth under the caption "Risk Factors" in Celularity's annual report on Form 10-K and Form 10-K/A for the

year ended December 31, 2024 filed with the Securities and Exchange Commission (SEC) on May 8, 2025 and May 21, 2025, respectively, and

other filings with the SEC. If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ

materially from the results implied by these forward-looking statements. There may be additional risks that Celularity does not presently

know, or that Celularity currently believes are immaterial, that could also cause actual results to differ from those contained in the

forward-looking statements. In addition, these forward-looking statements reflect Celularity's current expectations, plans, or

forecasts of future events and views as of the date of this communication. Subsequent events and developments could cause assessments

to change. Accordingly, forward-looking statements should not be relied upon as representing Celularity's views as of any subsequent

date, and Celularity undertakes no obligation to update forward-looking statements contained herein, whether because of any new information,

future events, changed circumstances or otherwise, except as otherwise required by law.

Senior Vice President, Celularity Inc.