---
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"
generated_at: "2026-05-16T12:16:39.724057+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001493152-25-029033
- JSON: https://secwatch.observer/filing/0001493152-25-029033.json
- Plain text: https://secwatch.observer/filing/0001493152-25-029033.txt

## Key facts
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm
- Equity Issuances
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1752828/000149315225029033/0001493152-25-029033-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.