Celularity closes $10M financing with Philip A. Barach; issues senior secured and convertible notes

Celularity Inc

Gross proceeds at closing: $10.0M; potential additional $2.0M subject to conditions.
Senior secured term loan: $7.0M principal, 4% interest (12% on default), matures April 30, 2026 or upon qualified financing.
Secured convertible notes: up to $5.0M, 8% PIK interest, convertible at $1.66/share, maturity Dec 31, 2026.
Issued warrants to purchase 3,707,657 shares at $2.00/share, exercisable from June 19, 2026 to Dec 19, 2030.
Investor granted board observer rights; notes secured by first-priority liens on substantially all assets.

item 1.01 item 2.03 item 3.02 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Celularity Inc issued convertible note to accredited investor for principal amount of $3,000,000.

Security: convertible note
Purchaser: accredited investor
Consideration: principal amount of $3,000,000

Exact text from the filing

the Company issued the Investor a senior secured convertible promissory note in the principal amount of $3,000,000 (the “Convertible Note” and together with the Senior Note, the “Notes”)

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Celularity Inc issued 2,448,917 shares of the Company's Class A common stock of warrant to accredited investor.

Security: warrant
Shares: 2,448,917 shares of the Company's Class A common stock
Purchaser: accredited investor

Exact text from the filing

the Company issued the Investor a Senior Secured Non-Convertible Promissory Note in the principal amount of $7,000,000 (the “Senior Note”) and a warrant to purchase up to 2,448,917 shares of the Company’s Class A common stock (the “Senior Note Warrant”)

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Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.95

Celularity Inc issued 1,258,740 shares of the Company’s Class A common stock of warrant to accredited investor.

Security: warrant
Shares: 1,258,740 shares of the Company’s Class A common stock
Purchaser: accredited investor

Exact text from the filing

the Company issued the Investor a senior secured convertible promissory note in the principal amount of $3,000,000 (the “Convertible Note” and together with the Senior Note, the “Notes”) and a warrant to purchase up to 1,258,740 shares of the Company’s Class A common stock (the “Convertible Note Warrant”)

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Celularity Inc entered into Senior Securities Purchase Agreement with accredited investor valued at Senior Secured Non-Convertible Promissory Note in the principal amount of $7,000,000 and a warrant t (effective 2025-12-19).

Action: entry
Agreement: credit facility
Counterparty: accredited investor
Value: Senior Secured Non-Convertible Promissory Note in the principal amount of $7,000,000 and a warrant t
Effective: 2025-12-19

Exact text from the filing

On December 19, 2025 (the “Effective Date”), Celularity Inc. (the “Company”) entered into a series of agreements relating to (i) a senior secured note financing (the “Senior Secured Note Financing”) and (ii) a convertible note financing (the “Convertible Note Financing” and together with the Senior Secured Note Financing, the “Financings”) with an accredited investor (the “Investor”).

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Celularity Inc entered into Convertible Note Purchase Agreement with accredited investor valued at Senior secured convertible promissory note in the principal amount of $3,000,000 and a warrant to pu (effective 2025-12-19).

Action: entry
Agreement: credit facility
Counterparty: accredited investor
Value: Senior secured convertible promissory note in the principal amount of $3,000,000 and a warrant to pu
Effective: 2025-12-19

Exact text from the filing

On the Effective Date, the Company also entered into a Convertible Note Purchase Agreement (the “Convertible Note Securities Purchase Agreement”), with the Investor pursuant to which the Company issued the Investor a senior secured convertible promissory note in the principal amount of $3,000,000 (the “Convertible Note” and together with the Senior Note, the “Notes”) and a warrant to purchase up to 1,258,740 shares of the Company’s Class A common stock (the “Convertible Note Warrant”).

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43 equity issuances filed in the last 30 days. Browse all equity issuances →

Celularity Inc filing history →

Source: SEC EDGAR

accession 0001493152-25-029033

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