Barach Philip Alan 4
4 · Celularity Inc · Filed Jun 23, 2026
Research Summary
AI-generated summary of this filing
Celularity (CELU) 10% Owner Philip Barach Disposes Derivative Rights
What Happened
Philip Alan Barach, a reported 10% owner (trustee of the Philip & Daniele Barach Family Trust), allowed contractual rights tied to convertible notes and warrants to expire on June 19, 2026. The expiration removed representation of 1,204,819 shares issuable upon conversion of up to $2,000,000 in convertible notes and 839,160 shares issuable upon exercise of related warrants — a total of 2,043,979 derivative shares. No consideration was paid in connection with the expirations.
Key Details
- Transaction date: June 19, 2026 (reported on Form 4 filed June 23, 2026). Filing appears timely.
- Reported disposition types: "Other acquisition or disposition (J)" for derivatives; prices N/A (no cash transaction).
- Shares/rights removed: 1,204,819 shares (convertible notes) + 839,160 shares (warrants) = 2,043,979 total derivative shares.
- Footnote F1: These 1,204,819 shares represented Class A common stock issuable on conversion of up to $2,000,000 in convertible notes; the option to purchase those notes expired on June 19, 2026.
- Footnote F2: The 839,160 shares related to warrants the reporting person could have obtained in connection with the notes; those rights also expired when the note option lapsed.
- Footnote F3: Securities were/are held by the Philip & Daniele Barach Family Trust; Barach is a trustee with power to vote and dispose and may be deemed an indirect beneficial owner.
- Shares owned after transaction: not specified in this Form 4.
Context
This was a derivative expiration (loss of potential conversion/exercise rights), not an open-market sale or purchase and involved no cash proceeds. As a reported 10% owner and trustee rather than a company executive, these actions reflect changes in contractual rights held via the Trust rather than routine insider market trades.
Insider Transaction Report
- Other
Convertible Notes
[F1][F3]2026-06-19−1,204,819→ 0 total(indirect: See Footnote)Exercise: $1.66From: 2025-12-19Exp: 2026-12-31→ Class A Common Stock (1,204,819 underlying) - Other
Warrants
[F2][F1][F3]2026-06-19−839,160→ 0 total(indirect: See Footnote)Exercise: $2.00From: 2026-06-19Exp: 2030-12-19→ Class A Common Stock (839,160 underlying)
- 1,807,229(indirect: See Footnote)
Convertible Notes
[F3]Exercise: $1.66From: 2025-12-19Exp: 2026-12-31→ Class A Common Stock (1,807,229 underlying) - 3,707,457(indirect: See Footnote)
Warrants
[F3]Exercise: $2.00From: 2026-06-19Exp: 2030-12-19→ Class A Common Stock (3,707,457 underlying)
Footnotes (3)
- [F1]Represented shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Notes") that the Reporting Person had the option to purchase from the Issuer at any time until June 19, 2026. The option to purchase such Notes expired pursuant to its terms on June 19, 2026, and no consideration was paid in connection with such expiration.
- [F2]Represented shares of Class A Common Stock issuable upon the exercise of up to 839,160 warrants (the "Warrants") that the Reporting Person had the option to obtain from the Issuer in connection with the purchase by the Reporting Person of the Notes at any time until June 19, 2026. Because the Reporting Person's option to purchase the Notes expired pursuant to its terms on June 19, 2026, the ability to obtain such Warrants also expired on such date.
- [F3]The Philip & Daniele Barach Family Trust (the "Trust") is or was the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of the Reporting Person's pecuniary interest therein.