Celularity raises $11.01M in secured convertibles at $1.50; up to $25M total; Barach joins board

Celularity Inc

Initial closing Sept 24, 2026: $11.01M principal of senior secured convertible notes at $1.50/share conversion, plus warrants for ~4,037,000 shares at $1.50.
Total facility up to $25.0M: Tranche 1 up to $15.0M; Tranche 2 up to $10.0M at purchaser election through Sept 30, 2027 at $2.00/share conversion.
Notes bear 10% interest compounding annually (15% on default), mature 24 months; warrants run 5 years; conversion/exercise floor is $1.25; security interest covers substantially all assets.
Helena settlement: $1.197M note converted at $1.71 into 700,000 shares plus 2,000,000 additional shares; Helena assigns $1.25M of its $2.5M NEXGEL note to Celularity.
Geoffrey Ling resigned from the board Sept 24, 2026; Philip A. Barach appointed under the Board Rights Agreement; Nasdaq stockholder approval due by Dec 19, 2026 or prices cut 10%.

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