Celularity Inc 8-K

What Happened
Celularity Inc. announced Amendment No. 1 (Apr 17, 2026) to its March 6, 2026 Asset Purchase and Exclusive License Agreement with NexGel, fixing aggregate consideration at $13.3 million (an $8.3M upfront cash payment plus a $5.0M convertible promissory note). The amendment makes NexGel responsible for sales representative obligations as of the transaction commencement date, removes Section 4.6 of the original agreement and terminates the product purchase credit, and extends the agreement outside date to April 30, 2026. Separately, Helena Global Investment Opportunities 1 Ltd. exchanged Series A preferred shares for a Helena Note (principal $1,970,502.58, 18.0% interest, maturing Oct 16, 2026) and delivered a Default Notice (Apr 17, 2026) claiming a reporting-related default; Celularity is evaluating the notice and intends to cure within the applicable cure period. The company also implemented leadership changes: John R. Haines (SVP, Chief Administrative Officer) was terminated (final day expected May 8, 2026) and Stephen A. Brigido (President, Degenerative Diseases) resigned effective Apr 15, 2026. A press release was issued Apr 21, 2026.

Key Details

• Total amended consideration to Celularity from NexGel: $13.3M = $8.3M cash + $5.0M convertible promissory note (Amendment dated Apr 17, 2026).
• Milestone: $2.5M payable upon earlier of $25M net sales or 15 months after transaction commencement, provided at least $15M net sales achieved by that date.
• Helena Note: $1,970,502.58 principal, 18.0% annual interest, maturity Oct 16, 2026; Helena alleges default related to delinquent SEC filings and may declare a “Mandatory Default Amount” equal to 115% of amounts owed if not cured (cure period 5 business days for this asserted default). Post-default interest accrues at 15.0% per annum, compounded annually, per the note.
• Organizational changes tied to the divestiture: termination of John R. Haines (final day May 8, 2026) and immediate resignation of Stephen A. Brigido (Apr 15, 2026).

Why It Matters
This filing affects Celularity’s near-term cash and liability picture: the NexGel amendment secures $8.3M in cash and a $5.0M note as consideration for the biomaterials divestiture, while tying future milestone payments to sales performance. The Helena exchange and default notice create a potential short-term financial risk—if the asserted default isn’t cured, Celularity could face an accelerated payment equal to 115% of the outstanding Helena obligation plus higher default interest—though the company states it intends to cure. Leadership departures reflect ongoing realignment toward the company’s core cell therapy business following the divestiture. Retail investors should watch for the company’s 10-K filing status, any cure of the Helena default, updates on the NexGel transaction closing, and management succession announcements.