AI brief of an SEC Form 8-K · Celularity Inc (CELU)

Celularity closes $11.01 million convertible note deal and adds Philip A. Barach to board

Mixed Impact 4 of 5 financing Written later

On September 24, 2026, Celularity closed the initial phase of a financing agreement signed September 23 for up to $25.0 million of senior secured convertible notes, raising $11.01 million in gross proceeds with warrants for about 4,037,000 shares. The filing also shows a September 18 settlement with Helena in which 2,000,000 additional shares were issued, and the notes and warrants could add substantial share dilution for existing holders.

Key points

  • Initial closing on September 24, 2026: $11.01 million in notes, convertible at $1.50 per share into about 7,340,000 shares
  • Warrants for about 4,037,000 shares, exercisable at $1.50 per share for five years
  • Notes bear 10% interest, mature 24 months after issue, and are secured by substantially all company and subsidiary assets
  • Helena settlement dated September 18, 2026: 700,000 shares issued on conversion of $1.197 million at $1.71 per share, plus 2,000,000 additional shares

The filing

CompanyCelularity Inc (CELU)
Form8-K, current report
Filed with the SECSep 28, 2026, 6:14 AM ET
Accession number0001493152-26-044421

Items reported: 1.01 Material Definitive Agreement2.03 New Direct Financial Obligation3.02 Unregistered Equity Sale5.02 Director / Officer Change

Read the filing on SEC.gov ↗

Written by AI on Nov 9, 2026, 11:43 AM ET, from this filing only. Written later: this filing was briefed after the fact, when past filings were added to the site, so the brief may be read with hindsight; the filing itself is the record of what was known on September 28, 2026.

Briefs are written by AI from the filing text and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the AI's reading of the filing for shareholders, not a price forecast. Not investment advice.