22. Related Party Transactions

Amended and Restated Employment Agreement with Dr. Robert Hariri

On January 25, 2023, in order to address the Company’s current working capital requirements, Robert Hariri, M.D., Ph.D., the Company’s Chairman and Chief Executive Officer, agreed to temporarily reduce payment of his salary pursuant to his employment agreement to minimum wage level with the remaining salary deferred until December 31, 2023. As of December 31, 2025 and 2024, $1,935 and $1,274 were recorded to accrued expenses on the consolidated balance sheets, respectively.

In order to comply with the Securities Purchase Agreement dated January 12, 2024 with Dragasac Limited, Dr. Hariri is not to be paid the $1,088 in base salary that was otherwise due to him for the 2023 calendar year unless the Company raises additional cash through offerings of equity securities with aggregate net proceeds equal or greater to $21,000 at a valuation at least equal to the valuation, cost per security or exercise/conversion price, as applicable, of the Class A common stock and January 2024 PIPE Warrant purchased by Dragasac Limited in January 2024. In compliance with the requirements of Internal Revenue Code Section 409A, the compensation committee of the Company’s board of directors approved a cash bonus program, or bonus program, effective February 16, 2024, pursuant to which Dr. Hariri will be paid 125% of his unpaid base salary upon the satisfaction of the foregoing performance conditions. Accordingly, the Company entered into a second amendment to Dr. Hariri’s employment agreement implementing the 85% base salary reduction effective as of February 16, 2024 and documenting the bonus program. As a result of the reduction, Dr. Hariri’s annual rate of base salary for the 2024 year was $180. Beginning on January 1, 2025, Dr. Hariri’s base salary was paid a reduced rate of 50% of his base compensation through December 31, 2025.

Loan Agreement with Dr. Robert Hariri

On August 21, 2023, the Company entered into a $1,000 loan agreement with Dr. Robert Hariri, M.D., Ph.D., the Company’s Chairman and Chief Executive Officer, which bears interest at a rate of 15% per year, with the first year of interest being paid in kind on the last day of each month and was schedule to mature on August 21, 2024. The loan maturity date was subsequently extended to December 31, 2026. On September 30, 2024, Dr. Hariri assumed the loans of two unaffiliated lenders who were parties to an August 21, 2023 loan agreement. The two loans had a principal and accrued interest value of $2,331 on the date of their assumption. See Note 10 for more information.

On October 12, 2023, in order to further address the Company’s immediate working capital requirements, Robert Hariri, M.D., Ph.D., the Company’s Chairman and Chief Executive Officer, and the Company signed a promissory note for $285 which bears interest at a rate of 15.0% per year.

On January 29, 2025, the Company executed amendments to the two outstanding debt instruments with the CEO, including the Loan dated August 21, 2023 (as previously amended), and the note agreement dated October 12, 2023 (collectively, the “CEO Loans”). The modifications in each amendment were an extension of the maturity date and PIK interest period to December 31, 2025 (“the January Amendments”). The January Amendments also included a limited forbearance by the lender, who agreed not to exercise remedies for any potential existing defaults, provided no new default occurs before the revised maturity date. All other terms, including principal, interest, and covenants, remained unchanged and were reaffirmed by both parties.

On December 29, 2025, the Company executed amendments to the CEO Loans. The modifications in each amendment were an extension of the maturity date and PIK interest period to December 31, 2026 (the “December Amendments”). The December Amendments also included a limited forbearance by the lender, who agreed not to exercise remedies for any potential existing defaults, provided no new default occurs before the revised maturity date. All other terms, including principal, interest, and covenants, remained unchanged and were reaffirmed by both parties. See Note 10 for more information.

C.V. Starr Loan

On March 17, 2023, the Company entered into a $5,000 loan agreement with C.V. Starr. C.V. Starr is an investor in the Company, holding 125,000 warrants to purchase Class A common stock and 1,528,138 shares of Class A common stock as of December 31 2025. On July 29, 2025, in connection with the KTL Note, the Company fully repaid the outstanding principal and interest under the loan agreement. See Note 10 for more information.

KTL Note, RWI Note, and Celeniv Licensing Obligation

On July 21, 2025 the Company issued a former Director of the Company a $6,812 secured promissory note (the “KTL Note”) in exchange for $6,812. The KTL Note incurred interest at an annual rate of 2.0% and had a maturity date of March 21, 2026. The KTL Note stipulated that a portion of the net proceeds received in exchange for the KTL Note were to be used by the Company to repay the Starr Bridge Loan. The KTL Note was issued with a warrant (the “KTL Warrant”) to purchase up to 3,700,000 shares of the Company’s class A common stock. The KTL Warrant has an exercise price of $2.53 per share and has a term of five years beginning on the issuance date (Note 10 – Debt). On July 24, 2025, when the exercise price of the KTL Warrants became fixed and the KTL Warrants met the criteria for equity classification, the Company derecognized the $9,186 warrant liability, with a corresponding increase to additional paid-in capital upon reclassification (See Note 15).

On May 16, 2023, the Company entered into a senior secured loan agreement (“RWI Bridge Loan”) with RWI providing for an initial loan in the aggregate principal amount of $6,000 net of an original issue discount of $120, which bore interest at a rate of 12.5% per year or 15.5% in the event of default, with the first year of interest being paid in kind on the last day of each month, and matured on June 14, 2023. On June 21, 2023, the Company closed on an amended and restated senior secured loan agreement (“Amended RWI Loan”), to amend and restate the previous senior secured loan agreement, in its entirety. On January 12, 2024, the Company entered into a second amended and restated senior secured loan agreement (“RWI Second Amended Bridge Loan”), to amend and restate the previously announced senior secured loan agreement with RWI dated as of May 16, 2023, as amended on June 20, 2023, in its entirety. Please see Note 10 for more information on the amendments.

On August 13, 2025, the Company entered into an asset purchase agreement (the “APA”) with Celeniv Pte. Ltd (“Celeniv”). Concurrently with the APA, RWI agreed to assign the RWI Second Amended Bridge Loan and the RWI Loan to Celeniv. Additionally, the KTL Note was assigned by its holder to Celeniv. Pursuant to the APA, the Company agreed to sell Celeniv certain purchased intellectual property in exchange for the assignment of the Company’s obligations due under the RWI Second Amended Bridge Loan, the RWI Loan, and the KTL Loan.

Immediately prior to the assignment of their obligations, the RWI Second Amended Bridge Loan, the RWI Loan, and the KTL Loan had a total principal value of $33,812, accrued interest of $4,031, accrued paid-in kind interest of $3,835 and a debt discount of $5,955.

In connection with the APA, the Company entered into a License Agreement with Celeniv, granting the Company an exclusive, worldwide, royalty-bearing license under certain intellectual property sold to Celeniv. The Company will pay Celeniv a royalty in an amount equal to 12.5% of the purchase price payable in quarterly installments commencing on the one year anniversary through the earlier of (A) the closing of the Asset Purchase (as defined below) and (B) the fifth anniversary of the License Agreement (including the Negotiation Period). Each quarterly installment is equal to approximately $1,057. As of December 31, 2025 the Company had not made any payments to Celeniv for the License Agreement.

Pursuant to the License Agreement, the Company has the option (the “Option”) to purchase from Celeniv all (and not any part) of Celeniv’s right, title and interest in the Licensed Technology (as defined in the License Agreement) and Licensed Marks (“Asset Purchase”). The Option shall be in effect for a period of five years beginning August 13, 2025 (the “Option Period”). Unless terminated earlier or otherwise extended pursuant to the terms of the License Agreement, the License Agreement shall terminate on August 13, 2030. Celeniv may terminate the License Agreement (i) if the Company breaches the terms thereof, unless such breach is cured within 60 days of the receipt of written notice of the breach from Celeniv or (ii) immediately in the event that any action is taken by the Company or its creditors to effectuate the Company’s liquidation, dissolution or winding-up. The License Agreement will automatically terminate upon the closing of the Asset Purchase or may be terminated upon mutual agreement of the parties.

The Company accounted for the APA and the License Agreement as a financing arrangement as it failed the sale criteria of ASC 606-10-25-30. As a result, on August 13, 2025, the Company initially recognized a licensing obligation of $35,723, including a premium of $1,911. The licensing obligation premium was fully amortized during the year ended December 31, 2025 as it was subsequently determined that a certain lender of the obligations assigned to Celeniv had forgiven the accrued interest on the assigned obligations. As a result, the Company recognized amortization of the licensing obligation premium of $1,911 for the year ended December 31, 2025 (Note 12 – Licensing Obligation). AS of December 31, 2025 the total licensing obligation was $33,812.

Employment of an Immediate Family Member

Alexandra Hariri, the daughter of Robert J. Hariri, M.D., Ph.D., Celularity’s Chairman and Chief Executive Officer, is employed by the Company as an Executive Director, Corporate Strategy & Business Development. Ms. Hariri’s annual base salary for 2025 and 2024 was $265. Ms. Hariri has received and continues to be eligible to receive a bonus, equity awards and benefits on the same general terms and conditions as applicable to unrelated employees in similar positions.

Fountain Life Management LLC

On November 7, 2024, the Company entered into a Technology Services Agreement with Fountain Life Management LLC (“Fountain Life”), under which the Company agreed to process and store mononuclear cells isolated from blood samples collected by Fountain Life or its authorized representatives in accordance with the Company’s adult banking enrollment processes. In consideration of the services, Fountain Life will pay the Company a one-time fee of two thousand five hundred dollars per sample collected and stored. As of December 31, 2025, the Company has received an immaterial amount of payments from Fountain Life due to sample collection and storage services. The initial term of the agreement is one year and the term automatically extends for one-year periods unless earlier terminated by either party.

During the years ended December 31, 2025 and 2024 the Company recognized revenue of $508 and $0, respectively, due to the sale of products to Fountain Life. As of December 31, 2025 and 2024 the Company had an accounts receivable balance of $116 and $0, respectively, from Fountain Life.

The Company’s Chairman and Chief Executive Officer, Dr. Robert Hariri, M.D, Ph.D., and director, Peter Diamandis, M.D., are founding partners of Fountain Life.

Investment in Defeye, Inc.

On August 5, 2025, the Company entered into a Series Seed Preferred Stock Purchase Agreement with Defeye, Inc. (“Defeye”), a privately held Delaware corporation, under which the Company received 7,198,630 shares of Defeye’s Series Seed-2 Preferred Stock in exchange for the issuance of $2,890 of product purchase credits pursuant to a related supply and distribution agreement. The fair value of the consideration transferred, represented by the product purchase credits, was recorded as Deferred Revenue (Contract Liability) on the consolidated balance sheet in accordance with ASC 606, Revenue from Contracts with Customers, as the Company has an obligation to deliver product to Defeye in future periods. Revenue will be recognized as product is delivered under the supply agreement.

As of August 5, 2025 the investment in Defeye represented an equity investment without significant influence and was accounted for in accordance with ASC 321, Investments—Equity Securities. Because Defeye’s shares are not publicly traded and their fair value is not readily determinable, the Company elected to apply the measurement alternative under ASC 321. Under this approach, the investment is measured at cost, less any impairment, and adjusted for observable price changes in orderly transactions for the same or similar securities of Defeye.

On October 22, 2025, the Company entered into a license agreement (the “Defeye License Agreement”) with Defeye under which the Company granted Defeye an exclusive license to certain intellectual property. In consideration for the license, the Company received 7,471,980 additional shares of Defeye Series Seed Preferred Stock. As a result of the additional equity interests obtained under the Defeye License Agreement, the Company’s cumulative ownership and associated rights provide the Company with the ability to exercise significant influence over Defeye’s operating and financial policies.

Subsequent to the Defeye License Agreement the Company determined that the fair value of the Defeye Series Seed-2 Preferred Stock was $0 and as a result the Defeye Series Seed-2 Preferred Stock was recorded with a fair value of $0. Additionally, the Company’s investment in Defeye was fully impaired, resulting in an impairment in preferred stock investment of $2,890.