Celularity Inc 8-K

What Happened Celularity Inc. announced a Settlement Agreement dated May 21, 2026 with Helena Global Investment Opportunities 1 Ltd. that resolves certain disputes arising from Helena’s earlier exchange notice and default under a convertible promissory note. Under the settlement, Helena surrendered its Series A Convertible Preferred Stock and the company agreed to cash payments and other consideration to resolve claims and restructure obligations.

Key Details

• Settlement date: May 21, 2026; Form 8-K filed May 28, 2026.
• Cash payments: $500,000 paid immediately and five consecutive monthly payments of $100,000 (totaling $1,000,000 in cash consideration).
• Other terms: Celularity will assign certain rights under a $2,500,000 promissory note and amend its existing security agreement as part of the settlement.
• Release conditions: Helena’s release of claims is conditioned on the company satisfying specified release conditions in the settlement agreement.

Why It Matters This agreement creates a direct financial obligation for Celularity (the scheduled cash payments) and changes the company’s contractual and security arrangements with Helena. For investors, the settlement reduces ongoing dispute risk tied to the exchanged preferred shares but also commits near-term cash outflows and alters rights under an existing $2.5M note—factors to watch when assessing Celularity’s liquidity and contractual obligations. The full settlement text is attached as Exhibit 10.1 to the 8-K for more detail.