Celularity Inc. Announces $25M Convertible Note Financing; Director Appointed

What Happened
Celularity Inc. announced a securities purchase agreement to issue up to $25.0 million of senior secured convertible promissory notes and accompanying warrants, in two tranches. On September 24, 2026 the company completed an initial closing issuing approximately $11.01 million of Notes (Tranche 1) and Warrants exercisable for about 4,037,000 shares. Tranche 1 allows up to $15.0 million (initial conversion/exercise price generally $1.50 per share; $1.60 in certain later-period closings); Tranche 2 permits an additional $10.0 million at a $2.00 conversion/exercise price through September 30, 2027. The Notes bear 10% annual interest (compounded annually), mature 24 months after issuance, are secured by substantially all company assets (Philip Barach acting as collateral agent), and include customary conversion, anti-dilution and beneficial ownership limits. As part of the deal, Philip A. Barach was appointed to the Board effective September 24, 2026 and Celularity amended and restated a $3.0 million Trust note and related warrant into the financing structure. Separately, Celularity settled with Helena Global, converting $1.197M into 700,000 shares and issuing 2,000,000 additional shares subject to performance-based return conditions.

Key Details

• Total financing capacity: up to $25.0 million in senior secured convertible notes; initial close raised ~$11.01 million (Sept 24, 2026).
• Conversion/exercise prices: Tranche 1 initial $1.50/share (certain closings $1.60); Tranche 2 $2.00/share; minimum conversion/exercise price $1.25.
• Note terms: 10% annual interest (compounded), 24-month maturity; default interest 15%; mandatory and holder conversion provisions included.
• Governance and security: security interest in substantially all assets (Philip Barach as collateral agent); Board Rights Agreement led to Philip A. Barach joining the Board; amended Trust note ($3.0M) and warrant incorporated into the financing.
• Helena settlement: $1.197M converted to 700,000 shares and 2,000,000 additional shares issued as settlement consideration (some shares may be returned Nov 16, 2026 if performance conditions met); company must be current in SEC reporting by Oct 20, 2026.

Why It Matters

• Financing and dilution: the notes and warrants create potential near-term dilution if converted or exercised (the initial $11.01M notes convert to ~7.34M shares excluding accrued interest/adjustments, plus ~4.04M Warrant shares issued at the initial close). Investors should watch future closings under the purchase agreement and any exercises/conversions.
• Credit profile and priority: the notes are secured by substantially all assets and intended to be first-priority after releasing an earlier Trust lien, meaning these lenders have priority claims on assets relative to unsecured creditors.
• Governance impact: appointment of Philip A. Barach to the Board (and Board Rights Agreement provisions) gives financing parties direct representation and may influence strategic or financing decisions.
• Timing and resale: the company agreed to file a resale registration statement within 45 days of Sept 23, 2026; effective registration would permit public resale of shares issued on conversion or exercise. Also note a potential automatic 10% reduction in conversion/exercise prices if required Nasdaq shareholder approval is not obtained by Dec 19, 2026.