Celularity Inc 8-K

What Happened

• Celularity Inc. announced on June 29, 2026 that it entered into a Loan Agreement with the Philip & Daniele Barach Family Trust for a $1,000,000 secured loan. The lender is affiliated with Philip Barach, who the company knows to beneficially own more than 5% of Celularity’s Class A common stock.
• The loan bears interest at 4.0% per year (increasing to 18.0% per year at the lender’s election upon an event of default) and matures on the earlier of 30 days after closing or the company’s receipt of gross proceeds from certain financing or strategic transactions. The loan is secured by a first‑priority security interest in substantially all of the company’s personal property, subject to customary exclusions and permitted liens; some assets remain subject to an existing security interest in favor of Helena Global Investment Opportunities 1 Ltd.
• As a funding condition, Robert J. Hariri, M.D. entered into a waiver and subordination agreement regarding indebtedness owed to him. The company treated the Loan Agreement as a related‑party transaction under Item 404(a) of Regulation S‑K.
• Separately, effective June 26, 2026, Vincent LeVien resigned from Celularity’s Board of Directors; the company stated the resignation was not due to any disagreement with the company’s operations, policies or practices.

Key Details

• Loan principal: $1,000,000 (Loan Agreement dated June 29, 2026).
• Interest: 4.0% per annum; increases to 18.0% per annum upon lender‑elected default rate.
• Maturity: earlier of 30 days after closing or company’s receipt of certain financing/strategic transaction gross proceeds.
• Security: first‑priority lien on substantially all personal property (subject to customary exceptions and certain existing liens); related‑party lender (Philip & Daniele Barach Family Trust).
• Board change: Director Vincent LeVien resigned effective June 26, 2026 (not due to disagreement).

Why It Matters

• The filing documents a short‑term, secured financing that creates a new contractual liability and expands secured indebtedness; repayment timing is tied to imminent financing or strategic proceeds or within 30 days, so this appears to be bridge-style funding.
• Because the lender is affiliated with a >5% stockholder, this is a related‑party transaction, which investors commonly monitor for governance and fairness considerations.
• The director resignation reduces board composition by one member; the company disclaimed any operational disagreement. There were no earnings or other financial results reported in this filing.