Celularity amends deal terms with NexGel, sets $13.3 million consideration

Celularity Inc. (NASDAQ: CELU) entered into an amendment to its asset purchase and exclusive license agreement with NexGel Inc., according to a company statement. The amendment modifies the original agreement dated March 6, 2026.

Under the revised terms, the total consideration payable to Celularity is $13.3 million. This consists of an upfront cash payment of $8.3 million on the transaction commencement date and a convertible promissory note with an original principal amount of $5.0 million and an 18-month term.

The amendment establishes that NexGel will assume all sales representative obligations effective from the transaction commencement date. These obligations will constitute assumed liabilities of NexGel moving forward.

A milestone payment structure was established under the revised agreement. The first milestone payment of $2.5 million will be payable upon the earlier of achieving $25.0 million in net sales or 15 months following the transaction commencement date, provided that net sales of at least $15.0 million have been achieved by that date.

The amendment eliminated the product purchase credit provision that was included in the original agreement. The outside date for the transaction was extended from April 15, 2026 to April 30, 2026.

The companies entered into Amendment No. 1 on April 17, 2026, modifying the terms of their original asset purchase and exclusive license agreement.

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