Celularity Inc 8-K

What Happened
Celularity Inc. (NASDAQ: CELU) filed an 8-K reporting that on December 19, 2025 it closed financings with an accredited investor consisting of a $7.0 million senior secured non‑convertible note and a $3.0 million senior secured convertible note (together, $10.0M). The company also issued warrants tied to each note and granted the investor a board observer right; the company announced the closing in a press release on December 22, 2025 and filed the 8‑K on December 23, 2025.

Key Details

• Senior Note: $7,000,000 principal; interest 4% per year (rises to 12% on event of default); maturity earlier of April 30, 2026 or a qualifying financing/transaction that raises at least the outstanding principal; issuer may redeem for cash prior to maturity. Issued with a warrant to buy up to 2,448,917 Class A shares at $2.00/share (exercisable 6/19/2026–12/19/2030). Company may sell up to $8.4M aggregate senior notes to other participants through June 19, 2026.
• Convertible Note: $3,000,000 initial principal; interest 8% per year (payable in kind; rises to 12% on event of default); maturity December 31, 2026 (additional notes would mature one year from their closing). Convertible at holder’s option at $1.66 per share (subject to adjustments); issued with a warrant to buy up to 1,258,740 Class A shares at $2.00/share (exercisable 6/19/2026–12/19/2030). Investor may buy up to $2.0M additional convertible notes; company may sell up to $6.2M aggregate convertible notes to other participants through June 19, 2026.
• Security & Rights: Senior Note security grants a first‑priority lien on substantially all company assets (subject to exclusions); Convertible Note security grants a first‑priority lien on proceeds from a qualified financing. Both notes rank pari passu. Registration rights require the company to file a registration statement for the registrable securities within 45 days and use best efforts to have it effective within 90 days (120 days if SEC review). The investor received the right to designate one non‑voting board observer (terminates on specified conditions).

Why It Matters
This transaction provides Celularity with immediate capital (initial $10M) to support operations but creates near‑term debt maturities (senior note due by April 30, 2026; convertible note due December 31, 2026 unless converted or refinanced). The convertible note and warrants introduce potential equity dilution if converted or exercised, and the registration rights facilitate resale of those shares. The first‑priority security interests granted to the investor add creditor protections that could affect the company’s asset flexibility. Retail investors should note the amount, timing and conversion/exercise terms when assessing potential dilution and the company’s near‑term financing risk.