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

What Happened
Daniele Barach Wolf (reported as a 10% owner, trustee of the Philip and Daniele Barach Family Trust) completed a package of derivative and debt-related acquisitions and amendments on September 23, 2026. Key items: she purchased $3,210,000 of convertible notes from Celularity (issuable into 2,140,000 shares at $1.50/share), received 1,177,000 warrants tied to those notes, and obtained contractual options to purchase additional convertible notes and associated warrants convertible/ exercisable into up to 1,457,765 shares each. Separately, an existing convertible note and existing warrants were amended: the note’s conversion price was reduced from $1.66 to $1.50 (increasing issuable shares by 192,771) and warrants’ exercise price was reduced from $2.00 to $1.50; maturities were extended (notes to Sept 23, 2028; warrants to Sept 23, 2031). No additional consideration was paid for the amendments; $3.21M in cash was paid for the September 2026 Notes.

Key Details

• Transaction date: September 23, 2026; Form 4 filed Sept 25, 2026 (appears timely — within the usual two-business-day window).
• Items reported (all as "Other acquisition or disposition (J)" and all acquisitions of derivative/issuable instruments):
  • 192,771 shares — increase in shares issuable upon amendment of an existing convertible note (conversion price reduced to $1.50) (Footnote F1).
  • 2,140,000 shares — shares issuable upon conversion of $3,210,000 of newly purchased September 2026 Notes (purchase paid in cash) (Footnote F4).
  • 1,177,000 shares — shares issuable upon exercise of 1,177,000 warrants issued with the September 2026 Notes (no additional consideration) (Footnote F5).
  • 1,457,765 shares — shares issuable upon conversion of up to $2,915,531 of September 2027 Notes that the Reporting Person has the option to purchase (Footnote F6).
  • 1,457,765 shares — shares issuable upon exercise of up to 1,457,765 warrants that the Reporting Person may obtain in connection with the September 2027 Notes (Footnote F7).
• Prices and dates changed by amendment: conversion/exercise prices reduced to $1.50; note maturity extended to Sept 23, 2028; warrants extended to Sept 23, 2031 (F1, F3).
• Ownership/beneficial note: the Philip and Daniele Barach Family Trust is the direct owner; Daniele Barach is a trustee with voting/disposal power and disclaims beneficial ownership except to the extent of pecuniary interest (F2).
• Total aggregate maximum shares referenced across these entries (issuable upon conversion/exercise or option rights) sum to 6,425,301 shares (representations of potential issuances, not necessarily immediately issued common stock).

Context

• These are derivative and debt-related acquisitions and amendments (not open-market purchases of outstanding stock). For retail investors, purchases of convertible notes and receiving warrants can be a bullish signal because they increase the insider’s upside if the stock appreciates, but they also involve future conversion/exercise steps and are subject to specific conversion/exercise prices and dates.
• Because many items are options or contingent issuances (e.g., the option to buy September 2027 Notes or to obtain associated warrants), not all referenced shares are currently outstanding — some are potential future dilution if exercised/converted.
• Reporting was made by a 10% owner via a trust; this is not an ordinary executive open-market trade and reflects financing and contract amendments between the insider/trust and the company.