Celularity (CELU) 10% Owner Philip Barach Acquires Notes & Warrants

What Happened
Philip Alan Barach (a 10% owner and trustee of the Philip and Daniele Barach Family Trust) reported multiple derivative acquisitions on Sep 23, 2026. He purchased $3,210,000 of convertible notes from Celularity that are convertible at $1.50 per share into 2,140,000 Class A shares, and received 1,177,000 warrants exercisable at $1.50. The filing also reports amendments that reduced conversion/exercise prices and extended maturity/termination dates, and contractual options to purchase additional notes and obtain additional warrants (no additional cash paid for those amendments/options).

Key Details

• Transaction date(s): September 23, 2026; Form 4 filed September 25, 2026 (timely filing).
• Major items reported:
  • 2,140,000 shares issuable upon conversion of $3,210,000 in convertible notes purchased for cash (conversion price $1.50) — F4.
  • 1,177,000 shares issuable upon exercise of warrants received with those notes (exercise price $1.50) — F5.
  • 192,771 additional shares resulting from amendment/restatement of an existing convertible note that lowered the conversion price (increase from 1,807,229 to 2,000,000 shares) — F1.
  • Two separate 1,457,765-share items tied to amendments/options on warrants (exercise price reduced to $1.50 and termination extended) and options to obtain warrants in connection with future note purchases — F3 and F7.
  • Some entries (F6/F7) reflect contractual options to buy additional September 2027 notes or obtain warrants (no cash paid for those contractual rights).
• Shares owned after the transactions: not specified in the provided filing excerpt.
• Reporting status and capacity: Barach is a trustee of the family trust and reports these holdings as indirect; he disclaims beneficial ownership except to the extent of his pecuniary interest (F2).
• Consideration: $3.21M cash paid for the September 2026 notes (F4); amendments and options noted in footnotes indicate no additional consideration was paid for those changes (F1, F3, F6, F7).

Context

• These are derivative transactions (notes convertible into shares and warrants). The filing includes both an immediate cash purchase of convertible notes (the clearest purchase signal) and several contractual/modified rights (amendments that lower strike prices and extend terms).
• As a reported 10% owner and trustee, Barach is a significant holder rather than reporting solely as an executive; that context matters when interpreting insider activity.
• The filing is factual and does not state motivations — purchases of convertible securities and warrants increase potential equity exposure but do not, by themselves, guarantee future stock purchases or sales.