Celularity Announces Closing of Financing Transactions

Rhea-AI Summary

Celularity (Nasdaq: CELU) announced closing of financing transactions on Dec 22, 2025 that provided $10.0 million in gross proceeds with up to an additional $2.0 million available subject to closing conditions. The financing combines a $7.0 million senior secured term loan (first-priority lien on substantially all assets) and secured convertible notes with aggregate commitments up to $5.0 million, convertible at $1.66 per share. Celularity also issued five-year warrants for 3,707,657 Class A shares exercisable from June 19, 2026 at $2.00 per share. The company said proceeds will support operations, strategic initiatives and its longevity-focused platform.

Positive

• Gross proceeds of $10.0 million
• Up to an additional $2.0 million available subject to closing conditions
• Senior secured term loan of $7.0 million provides immediate liquidity
• Convertible financing with up to $5.0 million commitment enhances funding optionality
• Warrants for 3,707,657 shares provide investor alignment through 2026

Negative

• Convertible notes may dilute shareholders if converted at $1.66 per share
• Warrants for 3,707,657 shares create further potential dilution at $2.00 exercise
• Senior loan is secured by a first‑priority lien on substantially all assets, encumbering balance sheet

Key Figures

Gross proceeds received $10.00 million Closing of financing transactions

Additional availability up to $2.0 million Potential additional financing subject to conditions

Term loan principal $7.0 million Senior secured term loan with first-priority lien

Convertible note commitments up to $5.0 million Secured convertible notes in multiple tranches

Conversion price $1.66 per share Class A common stock underlying secured convertible notes

Warrant shares 3,707,657 shares Five-year warrants on Class A common stock

Warrant exercise price $2.00 per share Exercise price for five-year warrants

Warrant term 5 years Duration of investor warrants

Market Reality Check

$1.32 Last Close

Volume Volume 115,594 is above the 20-day average of 67,200, indicating elevated interest ahead of this financing update. high

Technical Shares at $1.45 are trading below the 200-day MA of $2.13 and 66.67% under the 52-week high.

Peers on Argus

While CELU rose 16%, peers showed mixed moves, with some modest gains (e.g., ABVC +5.29%, APLT +2.38%) and at least one decliner (PMVP -2.36%), suggesting a company-specific reaction to the financing news.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 18	Financing term sheets	Positive	-3.9%	Announced binding term sheets for up to $12M private capital.
Oct 30	Strategic partnership	Positive	-2.1%	Exclusive manufacturing and board rights via DefEYE partnership.
Oct 14	Clinical trial results	Positive	+11.3%	Phase 2 PDA-002 data showed improved DFU outcomes and safety.
Sep 03	Regulatory compliance	Positive	+0.0%	Filed delayed 10-Qs, regained Nasdaq compliance, retired secured debt.
Aug 22	Nasdaq notice	Negative	+1.3%	Received notice for late 10-Q filings and non-compliance timeline.

Pattern Detected

Recent CELU news often showed price divergence, with several seemingly positive updates followed by flat or negative reactions, and only the clinical trial publication clearly aligning with a strong upside move.

Recent Company History

Over the past six months, Celularity’s news flow has combined financing actions, operational progress, and clinical validation. On Dec 18, 2025, the company announced binding term sheets for up to $12.0 million in private financing focused on longevity, but shares fell. Earlier, a Phase 2 PDA-002 trial publication on Oct 14, 2025 drove an 11.27% gain. Regulatory and listing compliance updates in September and August had muted to mixed effects. Today’s closing of the previously outlined financing fits into this broader capital-raising and strategic realignment narrative.

Market Pulse Summary

This announcement confirms the closing of previously outlined financing, delivering $10.00 million in gross proceeds with the option for up to $2.0 million more. The structure combines a $7.0 million senior secured term loan, up to $5.0 million in secured convertible notes at $1.66 per share, and five-year warrants at $2.00. In light of earlier disclosures about liquidity pressure, investors may focus on how this funding supports operations, strategic shifts toward longevity, and future dilution from convertibles and warrants.

Key Terms

senior secured term loan financial

"The financing includes a senior secured term loan and a secured convertible note"

A senior secured term loan is a type of borrowing where a company borrows money and promises to pay it back over a fixed period, with the loan secured by the company's assets as collateral. Because it is "senior," it has priority over other debts if the company faces financial trouble, and being "secured" means lenders have a claim on specific assets. For investors, this makes the loan a safer and more predictable investment compared to unsecured or subordinate debts.

secured convertible note financial

"The financing includes a senior secured term loan and a secured convertible note"

A secured convertible note is a loan to a company that is backed by specific assets (secured) and can be changed into company shares (convertible) instead of being paid back in cash. For investors this matters because it mixes lower risk—because collateral gives repayment priority if things go wrong—with potential upside through stock conversion, while also affecting future ownership and how much existing shareholders may be diluted.

first-priority lien financial

"has a stated principal amount of $7.0 million and is secured by a first-priority lien on substantially all"

A first-priority lien is a legal claim that gives one lender or creditor the top spot to seize and sell specified assets if a borrower fails to pay. For investors, it matters because being first in line usually means a higher chance of recovering money after a default, lowering risk compared with holders who are behind in the queue — like a person cutting to the front of a checkout line for payment from the same pile of goods.

warrants financial

"Celularity issued five-year warrants to purchase an aggregate of 3,707,657 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

private placement financial

"The securities described above were sold in a private placement exempt from the registration"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

registration rights agreement regulatory

"Pursuant to a registration rights agreement entered into with the investor, Celularity has agreed to file"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

registration statement regulatory

"may not be offered or sold in the United States except pursuant to an effective registration statement"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

AI-generated analysis. Not financial advice.

FLORHAM PARK, N.J., Dec. 22, 2025 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company addressing age-related and degenerative diseases, today announced the closing of its previously disclosed financing transactions with Philip A. Barach, co-founder and former president of DoubleLine Capital LP.

At the closing, Celularity received $10.00 million in gross proceeds. The transaction structure provides for the potential availability of up to an additional $2.0 million, subject to the satisfaction of specified closing conditions and the investor’s election, as set forth in the definitive agreements. The financing includes a senior secured term loan and a secured convertible note, and is intended to support Celularity’s ongoing operations and strategic initiatives.

The senior secured term loan has a stated principal amount of $7.0 million and is secured by a first-priority lien on substantially all of Celularity’s assets, subject to certain customary exclusions and priority agreements. The secured convertible notes provide for aggregate commitments of up to $5.0 million, issuable in multiple tranches, and are convertible into shares of Celularity’s Class A common stock at a conversion price of $1.66 per share, subject to adjustment as set forth therein. The secured convertible notes are secured by a first-priority lien on proceeds from a qualified financing. In addition, Celularity issued five-year warrants to purchase an aggregate of 3,707,657 shares of Class A Common Stock to the investor which are exercisable beginning on June 19,  2026 and have an exercise price of $2.00 per share, subject to adjustment as set forth therein. 

“This closing strengthens Celularity’s financial position and provides meaningful flexibility as we continue to analyze and prioritize our platform and pipeline,” said Robert J. Hariri, M.D., Ph.D., Chairman and Chief Executive Officer of Celularity. “We appreciate Phil Barach’s long-term support and confidence in Celularity as we move forward.”

Looking ahead, Celularity is increasingly focused on leveraging its placental-derived platform to address areas of significant unmet medical need focused on applications related to pioneering healthy aging and performance optimization. Celularity believes its proprietary technologies position it to participate meaningfully in the emerging longevity landscape, while continuing to responsibly manage and prioritize its existing portfolio.

Dr. Hariri added, “In the new year, we intend to more fully articulate Celularity’s corporate strategy, including our plan to align our scientific capabilities with long-term opportunities in longevity and age-related disease. Our objective is to reshape Celularity into a durable, disciplined organization that can translate innovation into sustainable value for patients and shareholders.”

The securities described above were sold in a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the “Act”), and have not been registered under the Act, or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Pursuant to a registration rights agreement entered into with the investor, Celularity has agreed to file one or more registration statements with the Securities and Exchange Commission (the “SEC”) covering the resale of the shares of Class A common stock underlying the convertible notes and warrants sold in the private placement.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Celularity

Celularity Inc. (Nasdaq: CELU) is a regenerative and aging-related cellular medicine company developing, manufacturing, and commercializing advanced biomaterial products and allogeneic and autologous cell therapies, all derived from the postpartum placenta. Celularity believes that by harnessing the placenta’s unique biology and ready availability, it can develop therapeutic solutions that address significant unmet global needs for effective, accessible, and affordable therapies that target fundamental aging mechanisms like cellular senescence, age-related chronic inflammation, and tissue degeneration. For more information about Celularity and its cutting-edge regenerative medicine solutions, please visit www.celularity.com.

Forward Looking Statements

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include, without limitation, statements regarding: (i) Celularity’s anticipated use of the proceeds from the financing transactions; (ii) the potential availability of additional funding under the financing arrangements; (iii) Celularity’s ability to execute its strategic priorities, including leveraging its placental-derived platform and aligning its operations and organizational focus with those priorities; (iv) Celularity’s plans to emphasize applications related to longevity and age-related disease; and (v) the anticipated impact and benefits of the financing transactions on Celularity’s business and strategic flexibility. All statements other than statements of historical facts are “forward-looking statements,” including those relating to future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “believe,” “can,” “could,” “continue,” “expect,” “improving,” “may,” “observed,” “potential,” “promise,” “should,” and similar expressions (as well as other words or expressions referencing future events, conditions or circumstances). Forward-looking statements are based on Celularity’s current expectations and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks, and changes in circumstances that may differ materially from those contemplated by the forward-looking statements, which are neither statements of historical fact nor guarantees or assurances of future performance. Many factors could cause actual results to differ materially from those described in these forward-looking statements, including those risk factors set forth under the caption “Risk Factors” in Celularity’s annual report on Form 10-K and Form 10-K/A for the year ended December 31, 2024, filed with the Securities and Exchange Commission (SEC) on May 8, 2025 and May 21, 2025, respectively, and other filings with the SEC. If any of these risks materialize or underlying assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that Celularity does not presently know, or that Celularity currently believes are immaterial, that could also cause actual results to differ from those contained in the forward-looking statements. In addition, these forward-looking statements reflect Celularity’s current expectations, plans, or forecasts of future events and views as of the date of this communication. Subsequent events and developments could cause assessments to change. Accordingly, forward-looking statements should not be relied upon as representing Celularity’s views as of any subsequent date, and Celularity undertakes no obligation to update forward-looking statements contained herein, whether because of any new information, future events, changed circumstances or otherwise, except as otherwise required by law.

Carlos Ramirez
Senior Vice President, Celularity Inc.
Carlos.ramirez@celularity.com

FAQ

How much did Celularity (CELU) raise in the Dec 22, 2025 financing?

Celularity received $10.0 million in gross proceeds with up to $2.0 million additional available subject to conditions.

What are the terms of the senior secured term loan for Celularity (CELU)?

The senior secured term loan has a stated principal of $7.0 million and is secured by a first‑priority lien on substantially all assets.

What conversion terms apply to Celularity's convertible notes (CELU)?

The secured convertible notes have aggregate commitments up to $5.0 million and convert into Class A common stock at $1.66 per share, subject to adjustment.

How many warrants did Celularity (CELU) issue and when do they become exercisable?

Celularity issued warrants to purchase 3,707,657 Class A shares; they are five‑year warrants exercisable beginning June 19, 2026 at an exercise price of $2.00 per share.

Will the Dec 22, 2025 financing require SEC registration for resale of shares (CELU)?

Celularity agreed to file one or more registration statements with the SEC to cover resale of shares underlying the convertible notes and warrants per a registration rights agreement.

How will the financing be used by Celularity (CELU)?

The company said proceeds are intended to support ongoing operations, strategic initiatives and prioritization of its longevity‑focused platform.