Celularity Inc (CELU): debt financing — Celularity settles Helena dispute; pays $500K cash, $500K installments, assigns $2.5M NEXGEL note

Celularity Inc

Settlement with Helena Global resolves claims over Series A convertible preferred stock and promissory note.
Company pays $500,000 at closing plus five monthly payments of $100,000 each.
Company assigns to Helena a $2,500,000 promissory note from NEXGEL, Inc. related to biomaterials asset sale.
Holder's release of claims is conditional on full payment of cash, all installments, and note assignment.
Security agreement remains in effect until all obligations are satisfied; release only upon final payment.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Celularity Inc incurred loan of $500,000 immediately and (ii) five (5) consecutive monthly payments of $100,000 with Helena Global Investment Opportunities 1 Ltd..

Instrument: loan
Principal: $500,000 immediately and (ii) five (5) consecutive monthly payments of $100,000
Counterparty: Helena Global Investment Opportunities 1 Ltd.
Event: incurrence

Exact text from the filing

In connection with the settlement, Helena surrendered its shares of Series A Convertible Preferred Stock, and the Company agreed to pay Helena (i) pay $500,000 immediately and (ii) five (5) consecutive monthly payments of $100,000, assign certain rights under a $2,500,000 promissory note, and enter into related settlement documents, including an amendment to the existing security agreement.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Celularity Inc entered into Settlement Agreement with Helena Global Investment Opportunities 1 Ltd. (effective 2026-05-21).

Action: entry
Agreement: settlement
Counterparty: Helena Global Investment Opportunities 1 Ltd.
Effective: 2026-05-21

Exact text from the filing

On May 21, 2026, the Company entered into a Settlement Agreement with Helena in connection with certain existing transaction documents between the Company and Helena, including the Securities Purchase Agreement, dated as of October 24, 2025, and related instruments.

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Source: SEC EDGAR

accession 0001493152-26-025646

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