{"schema_version":"secwatch.filing_event.v1","accession":"0001493152-26-044421","form_type":"8-K","ticker":"CELU","cik":"0001752828","company_name":"Celularity Inc","filed_at":"2026-09-28T10:14:09+00:00","discovered_at":"2026-09-28T10:15:14.633673+00:00","generated_at":"2026-10-12T13:29:09.095804+00:00","sec_items":["1.01","2.03","3.02","5.02","9.01"],"event_type":"debt","sentiment":"negative","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Celularity raises $11.01M in secured convertibles at $1.50; up to $25M total; Barach joins board","bullets":["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%."],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-044421","json":"https://secwatch.observer/filing/0001493152-26-044421.json","markdown":"https://secwatch.observer/filing/0001493152-26-044421.md","text":"https://secwatch.observer/filing/0001493152-26-044421.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1752828/000149315226044421/0001493152-26-044421-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1752828/000149315226044421/form8-k.htm"},"model":{"generated_by":"deepseek-v4.1-flash:cloud@v2","generated_at":"2026-10-12T13:29:09.095804+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":[],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}