Celularity Announces Over $10 Million Initial Financing Closing as Part of Up to $28 Million Recapitalization to Accelerate Growth Following Significant Operating Improvements
The new notes carry interest, while part of the contemplated cash investment remains conditional.
Rhea-AI Summary
Celularity (CELU) closed a private placement raising over $10 million in gross cash proceeds on September 24, 2026.
The initial closing is part of a recapitalization contemplating up to $25 million in new cash, including proceeds already received, and restructuring approximately $3 million of existing debt. Gross proceeds precede transaction expenses and debt repayment. The senior secured convertible notes mature 24 months after issuance and bear 10% annual interest, compounded annually. Initial-closing notes are initially convertible at $1.50 per Class A share. Five-year warrants are initially exercisable at $1.50 and cover 11 shares for every 20 shares initially issuable on conversion.
Monthly cash burn has fallen by more than $1 million. Celularity expects positive monthly operating cash flow by the end of the first quarter of 2027. Management estimates that existing investigational cenplacel-L inventory represents approximately $40 million in potential sales. Additional financing closings remain conditional and are not assured.
Positive
- Initial financing closing generated over $10 million in gross cash proceeds
Negative
- Secured convertible notes bear 10% annual interest for 24 months after issuance
- Warrants cover 11 shares per 20 shares initially issuable on note conversion
News Explained
Although the initial financing has closed, the stated conversion and warrant exercise prices can be adjusted, and resulting share issuances remain subject to ownership limits and Nasdaq stockholder approval, so issuance of those potential shares is not unconditional.
Details
Market move: CELU +8.70% vs previous close. private placement closing
On Sep 24, the day this news came out, the latest delayed price for CELU is 8.70% above the previous close. Argus tracked a peak move of +10.8% during the session. Our momentum scanner has recorded 14 alerts for this stock so far that day. The latest delayed price is $1.25. Relative volume is elevated at 2.5x the average.
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Key Figures
- Initial closing proceeds
- Over $10 million
- Gross cash proceeds from the initial private placement closing
- Potential new cash investment
- Up to $25 million
- Broader recapitalization plan, including the initial closing
- Existing debt restructuring
- Approximately $3 million
- Existing indebtedness included in the recapitalization plan
- Monthly cash burn reduction
- More than $1 million
- Operating improvement reported by the company
- Positive monthly operating cash flow target
- By the end of Q1 2027
- Management outlook
- Note maturity
- 24 months
- After each note’s issuance date
- Interest rate
- 10% per annum, compounded annually
- Senior secured convertible notes
- Initial conversion price
- $1.50 per share
- Notes issued at the initial closing
Historical Context
-
Letter outlined commercial plans while acknowledging residual debt and capital constraints.
24h Move is the share-price change in the day after each event; other market factors may also have contributed.
Key Terms
private placement financial
senior secured convertible notes financial
warrants financial
allogeneic cell therapy medical
AI-generated analysis. How Rhea-AI works. Not financial advice.
Plan combines up to
Company anticipates positive monthly operating cash flow by the end of Q1 2027
Philip A. Barach to join the Board, bringing financial expertise and a focus on capital discipline
FLORHAM PARK, N.J., Sept. 24, 2026 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a regenerative and cellular medicine company, today announced an initial closing generating over
The financing follows significant operating improvements, including a reduction in monthly cash burn of more than
The Company also announced the appointment of Philip A. Barach to its Board of Directors, bringing financial expertise and an emphasis on capital allocation, operating accountability and stockholder returns.
“We have built substantial scientific and manufacturing capabilities, and we are taking decisive action to translate those investments into commercial results,” said Robert J. Hariri, M.D., Ph.D., Chairman and Chief Executive Officer. “Our lower cost structure, existing cellular product inventory and purpose-built manufacturing facility provide a powerful foundation for growth. This financing supports our ambition to expand revenue-producing relationships, increase utilization of our manufacturing capabilities and pursue opportunities across cellular and regenerative medicine and complementary longevity therapeutics. Our objective is to build a business that can help advance human healthspan while delivering lasting value to stockholders.”
“Extending healthy human life is an extraordinary opportunity, and Celularity has spent years building capabilities to help address it,” added Peter H. Diamandis, M.D., Co-Founder and Director of Celularity. “The next phase is about translating that foundation into scale by connecting our science with market access, expanding productive partnerships and making our infrastructure an engine of growth. I’m pleased to welcome Philip to the Board and look forward to James joining us as we work to realize that potential.”
A Lower Cost Base and a Sharper Focus on Returns
Celularity has implemented substantial budgetary improvements, reduced monthly cash burn by more than
Building on these operating improvements and anticipated revenue growth, Celularity expects to achieve positive monthly operating cash flow by the end of the first quarter of 2027. This outlook reflects management’s expectations for increased manufacturing revenue, deployment of existing cellular product inventory and continued control of operating expenses.
“Since my initial investment, Celularity has demonstrated the willingness to make difficult operating decisions and reduce its monthly cash burn, enabling the Company to concentrate resources on bolstering revenue generation,” said Philip A. Barach. “That progress was a catalyst for my additional investment and my agreement to join the Board. I see an opportunity to pair a leaner operating structure with substantial scientific and manufacturing assets to build a stronger, more valuable company. My focus will be on directing capital toward the most compelling opportunities and holding the business accountable for measurable results.”
Expanding Manufacturing Relationships
The Company’s growth strategy centers on turning its existing scientific and manufacturing assets into revenue-producing partnerships. Its collaboration with MuseCell Innovations Pte. Ltd. (“MCI”) illustrates that strategy, establishing U.S. manufacturing capabilities for the Dezawa MuseCell® platform and related products at Celularity’s Florham Park facility. The relationship provides an opportunity to increase facility utilization, generate manufacturing revenue and build a foundation for broader commercial expansion. Celularity intends to pursue additional relationships that similarly put its existing infrastructure and expertise to productive use while maintaining a disciplined approach to capital investment.
Approximately
Celularity currently holds inventory of cenplacel-L, its investigational placenta-derived allogeneic cell therapy, that management estimates represents approximately
This existing inventory provides a tangible foundation for the Company’s domestic and international growth strategy. Celularity aims to convert that inventory into revenue while expanding relationships that can support recurring demand and broader utilization of its manufacturing capabilities.
Transaction Summary
The transaction combines a private placement of senior secured convertible notes and accompanying warrants with the restructuring of existing indebtedness. The initial closing generated over
The notes mature 24 months after their respective issuance dates and bear interest at
Conversion and exercise prices are subject to adjustment, and issuances remain subject to applicable ownership limitations and Nasdaq stockholder approval requirements. Additional closings are subject to the applicable investor election procedures and other conditions specified in the definitive agreements. The full recapitalization amount includes potential future funding that has not yet been received, and there can be no assurance that additional closings will occur.
In connection with the transaction, Philip A. Barach is to join Robert J. Hariri and Peter H. Diamandis on a newly constituted five-member Board of Directors, with two additional directors to be announced at a later date. The appointments remain subject to applicable requirements, including completion of the Rule 14f-1 information statement process.
Odeon Capital Group LLC acted as placement agent in connection with the initial closing of the private placement.
Further details regarding the financing, restructured indebtedness, Board arrangements and related agreements will be included in a Current Report on Form 8-K.
The securities have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption. This release does not constitute an offer to sell or a solicitation of an offer to buy securities, nor shall there be any sale in a jurisdiction where such offer, solicitation or sale would be unlawful.
About Celularity
Celularity Inc. (Nasdaq: CELU) is a longevity-focused regenerative and cellular medicine company developing and manufacturing allogeneic and autologous cell therapies derived from the postpartum placenta. Celularity draws on the placenta’s unique biology, immunologic properties and scalable availability to develop therapeutic solutions targeting fundamental mechanisms of aging and age-related disease. Celularity’s cellular therapy portfolio includes cenplacel-L, its placenta-derived allogeneic cell therapy, and other investigational cellular therapies. Celularity is headquartered in Florham Park, New Jersey, where it operates a purpose-built facility supporting the development and manufacture of cellular therapies, advanced biomaterials, and other longevity and wellness-focused products.
For more information, please visit www.celularity.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of applicable federal securities laws, including statements regarding potential additional financing closings and the total recapitalization amount; anticipated benefits of the financing and debt restructuring; intended use of proceeds; the anticipated appointment Board members; the sustainability and expected benefits of operating improvements and reduced cash burn; commercial execution, revenue generation and growth, including the anticipated achievement of positive monthly operating cash flow by the end of the first quarter of 2027; the estimated potential sales value, deployment and monetization of existing cenplacel-L inventory; international market access and demand; the anticipated benefits and potential expansion of the MCI collaboration and other commercial relationships; cellular, regenerative and complementary longevity-related therapeutic opportunities; and manufacturing services, utilization, capabilities and expansion. These statements are based on current expectations and assumptions and are not guarantees of future performance.
Actual results could differ materially due to risks and uncertainties, including the Company’s ability to obtain additional funding, satisfy its obligations and continue operations; the secured nature of its indebtedness and consequences of defaults; dilution from conversion of notes and exercise of warrants; satisfaction of conditions to additional closings and the anticipated Board appointment; obtaining stockholder approvals and meeting registration obligations; completing delinquent SEC filings and regaining or maintaining compliance with Nasdaq listing requirements; sustaining cost reductions while maintaining necessary personnel and capabilities; achieving anticipated revenue growth and cash collections within expected timeframes; securing and maintaining authorizations for the supply and use of investigational products; realizing assumed pricing and demand for existing inventory before expiration or obsolescence; clinical, regulatory, manufacturing and intellectual property risks; and the ability of the Company and its collaborators to perform their obligations and develop commercially viable opportunities.
Additional risks are described under “Risk Factors” and elsewhere in the Company’s filings with the Securities and Exchange Commission. Forward-looking statements speak only as of the date of this release, and readers should not place undue reliance on them. Except as required by law, Celularity undertakes no obligation to update or revise these statements.
Investor and Media Contact
info@celularity.com
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did Celularity raise in its September 2026 financing?
Celularity generated over $10 million in gross cash proceeds at the initial closing, before transaction expenses and repayment of existing debt. The broader recapitalization contemplates up to $25 million in new cash investment, including that closing, and restructuring approximately $3 million of existing debt.
What are the terms of Celularity's convertible notes and warrants?
The senior secured convertible notes mature 24 months after their respective issuance dates and bear 10% annual interest, compounded annually. Initial-closing notes are initially convertible at $1.50 per Class A share. Accompanying five-year warrants are initially exercisable at $1.50 per share and cover 11 shares for every 20 shares initially issuable on conversion.
What conditions apply to additional closings in Celularity's recapitalization?
Additional closings depend on applicable investor election procedures and other conditions in the definitive agreements; they are not assured. The full recapitalization amount includes potential future funding that Celularity has not yet received.
Where does Celularity plan to deploy its cenplacel-L inventory?
Celularity intends to pursue commercial relationships in permissive jurisdictions where supply and use are legally authorized, subject to applicable local regulatory requirements. Cenplacel-L remains investigational, and the approximately $40 million figure is management's estimate of potential sales value for existing inventory.