Celularity (CELU) 10% Owner Acquires Shares via Notes & Warrants

What Happened

• The Philip & Daniele Barach Family Trust, a reported 10% owner of Celularity (CELU), acquired derivative securities from the company on September 23, 2026. Key items: the Trust purchased $3,210,000 of newly issued September 2026 convertible notes (convertible into 2,140,000 shares), received 1,177,000 warrants tied to those notes, and obtained additional contractual options and amendments that increase potential future share issuance.
• The filing also reflects an amendment to an existing convertible note that increased the shares issuable by 192,771 (conversion price reduced from $1.66 to $1.50 and maturity extended), and contractual rights to purchase September 2027 notes and related warrants (each shown as 1,457,765 shares). The company lowered certain conversion/exercise prices (warrants reduced from $2.00 to $1.50) and extended maturities/termination dates. No additional cash was paid for the amendments or for the option rights; the Trust paid $3.21M cash for the September 2026 notes.

Key Details

• Transaction date: September 23, 2026 (reported on Form 4 filed September 25, 2026).
• Primary economic terms shown in filing:
  • +192,771 shares — increase from amendment of existing convertible note (F1).
  • +2,140,000 shares — issuable on conversion of $3,210,000 September 2026 Notes purchased (F3).
  • +1,177,000 shares — issuable upon exercise of warrants issued with the September 2026 Notes (F4).
  • +1,457,765 shares — issuable upon conversion of September 2027 Notes the Trust may purchase (F5).
  • +1,457,765 shares — issuable upon exercise of up to 1,457,765 warrants tied to the September 2027 Notes (F6).
• Price/conversion changes: amendment reduced a conversion price from $1.66 to $1.50 (F1) and reduced warrant exercise price from $2.00 to $1.50 (F2). Maturities/termination dates were extended per the footnotes.
• Cash paid: $3,210,000 for the September 2026 Notes (F3). No additional consideration was paid for the amendments, warrants, or option rights (per footnotes).
• Shares owned after transaction: not specified in the provided summary (check the full Form 4 for total beneficial ownership).
• Filing timeliness: report cover date (9/25/2026) lists the transactions as 9/23/2026; filing appears timely (no late-filing flag).

Context

• These are derivative acquisitions (convertible notes and warrants), not open-market purchases of common stock. The Trust’s purchase of convertible notes provides cash to the company now and may convert into common shares later if exercised/converted.
• As a reported 10% owner (an investor/entity, not an individual officer), this is institutional-level financing activity rather than routine insider salary/options transactions. Derivative entries reflect potential future dilution if converted or exercised.