{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-25-029033","form_type":"8-K","ticker":"CELU","cik":"0001752828","company_name":"Celularity Inc","filed_at":"2025-12-23T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.340725+00:00","generated_at":"2026-05-16T12:16:39.724057+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Celularity closes $10M financing with Philip A. Barach; issues senior secured and convertible notes","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-25-029033","json":"https://secwatch.observer/filing/0001493152-25-029033.json","markdown":"https://secwatch.observer/filing/0001493152-25-029033.md","text":"https://secwatch.observer/filing/0001493152-25-029033.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/form8-k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T12:16:39.724057+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1cccbee80781a914aeeffd141c668ac3cadaec95","claim":"Celularity Inc issued convertible note to accredited investor for principal amount of $3,000,000.","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"convertible note"},{"label":"Purchaser","value":"accredited investor"},{"label":"Consideration","value":"principal amount of $3,000,000"}],"fact_type":"equity_issuance"},{"claim_id":"4659497e77e4ef3839e6ba9c9247bb63ab8aef4e","claim":"Celularity Inc issued 2,448,917 shares of the Company's Class A common stock of warrant to accredited investor.","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"2,448,917 shares of the Company's Class A common stock"},{"label":"Purchaser","value":"accredited investor"}],"fact_type":"equity_issuance"},{"claim_id":"78e476e3334e738460def3c95e8ecaab49f64ccc","claim":"Celularity Inc issued 1,258,740 shares of the Company’s Class A common stock of warrant to accredited investor.","evidence_excerpt":"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”)","evidence_source":"SEC 8-K Item 3.02/3.03","evidence_url":"https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm","confidence":0.95,"family_label":"Equity Issuances","details":[{"label":"Security","value":"warrant"},{"label":"Shares","value":"1,258,740 shares of the Company’s Class A common stock"},{"label":"Purchaser","value":"accredited investor"}],"fact_type":"equity_issuance"},{"claim_id":"3eb2e3162d52d370d5523aab128f1ef527aea162","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"accredited investor"},{"label":"Value","value":"Senior Secured Non-Convertible Promissory Note in the principal amount of $7,000,000 and a warrant t"},{"label":"Effective","value":"2025-12-19"}],"fact_type":"material_agreement"},{"claim_id":"fc2312c8d696dd2e3257e2a39a7a9c2daa2f38f3","claim":"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).","evidence_excerpt":"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”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"accredited investor"},{"label":"Value","value":"Senior secured convertible promissory note in the principal amount of $3,000,000 and a warrant to pu"},{"label":"Effective","value":"2025-12-19"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}