Author:
R&D Tax Advisors
Role:
CPAs
Publish Date:
Mar 11, 2026
For many early-stage founders, the value of tax attributes like the Research and Development (R&D) tax credit is often viewed as a "future" benefit that only matters once the company is profitable. However, a recent transaction by Celularity Inc. (CELU) demonstrates how these attributes can be treated as tangible balance sheet assets and converted into immediate liquidity. By consistently documenting and claiming these benefits during their pre-revenue years, Celularity was able to generate $12.2 million in net cash.
This case study offers a roadmap for how growing tech companies can leverage their accumulated tax attributes to strengthen their financial position without giving up equity.
The Celularity Example: Selling a Bundle of Attributes
In February 2026, Celularity announced it had received a significant cash infusion through the sale of a specific bundle of tax attributes. While the R&D tax credit was a key component of the deal, it was a portion of a larger transaction that included:
Approximately $126.3 million of unused New Jersey Net Operating Losses (NOLs).
Approximately $1.9 million of unused New Jersey R&D tax credits.
The sale was executed through New Jersey’s Technology Business Tax Certificate Transfer Program, administered by the NJEDA. This program allows qualified technology and life science companies to sell their tax attributes to profitable buyers who then use them to reduce their own tax liabilities. For Celularity, this resulted in non-dilutive, tax-free capital that enhanced their liquidity for commercial and cell therapy programs.
The Asset is Only as Good as the Documentation
The critical insight for CEOs is that these tax attributes—whether NOLs or R&D credits—only have market value if they are defensible. As established in recent rulings like George v. Commissioner, the IRS and state authorities are increasingly aggressive in denying claims that lack contemporaneous documentation.
If a potential buyer or program administrator audits your attributes and finds they are based on "shortcut estimates" or retrospection rather than engineering-grade artifacts, those assets may be deemed worthless. Celularity’s ability to successfully monetize their bundle of attributes suggests a long-term commitment to maintaining the rigorous records required to satisfy state-level administrators.
Strategic Takeaways for the C-Suite
For a growing tech company, skipping an R&D study or failing to track NOLs because "we aren't paying taxes yet" is a decision to leave money on the table during future liquidity events.
Valuation Support: Documented, carry-forward tax attributes are tangible assets that can reduce future cash outflows or be sold for immediate capital.
Non-Dilutive Funding: In high-interest environments, the ability to sell a bundle of tax attributes provides a lifeline of capital that doesn't require shareholder dilution.
Audit Readiness: Documenting these attributes today ensures that "person-centric" evidence—the specific technical work performed by your team—is captured while it is still fresh, protecting the asset's future value.
Founders should view tax attribute capture as a technical milestone. Every major product iteration should be accompanied by the documentation necessary to verify the credit and loss. This proactive approach ensures that when your company reaches a point of scale, you are prepared to cash in on a meticulously built, multi-million dollar tax asset.
