Celularity Reaches Binding Term Sheets on Financing Transactions to Support Its Strategic Vision

Rhea-AI Summary

Celularity (Nasdaq: CELU) entered binding term sheets for financing expected to provide up to $12.0 million in private capital to support priorities in longevity and preservation of human performance.

Under the term sheets, Celularity expects initial proceeds of $10.0 million, comprising a $7.0 million senior secured term loan with a first‑priority lien on substantially all assets and secured convertible notes of up to $5.0 million convertible at $1.66 per share. The company will also issue warrants equal to 33% of the as‑converted principal, exercisable after six months at $2.00 per share. Transactions are private placements and contingent on definitive agreements.

Positive

• Immediate expected proceeds of $10.0M
• Total capital available up to $12.0M
• $7.0M senior secured term loan with first‑priority lien
• Convertible notes provide up to $5.0M in tranches

Negative

• Senior loan secured by a first‑priority lien on substantially all assets
• Convertible conversion price of $1.66 may dilute shareholders
• Warrants equal to 33% of as‑converted principal increase dilution

Key Figures

Total contemplated financing $12 million Combined senior secured term loan and secured convertible notes

Initial proceeds $10.0 million Expected initial funding under binding term sheets

Additional funding option Up to $2.0 million Additional capital subject to conditions and investor election

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

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

Conversion price $1.66 per share Conversion price for Class A common stock, Nasdaq rules apply

Warrant coverage 33% Warrants equal to 33% of as-converted principal amount

Warrant exercise price $2.00 per share Warrants exercisable six months after issuance

Market Reality Check

$1.25 Last Close

Volume Volume 80711 vs 20-day average 61849 indicates elevated trading interest ahead of this financing news. normal

Technical Price $1.30 is trading below the 200-day MA at $2.13, reflecting a longer-term downtrend.

Peers on Argus 1 Up

Biotech peers show mixed moves, with PMV Pharmaceuticals (PMVP) appearing in momentum scanners with a 9.29% up move while others in the group had smaller directional changes. No clear sector-wide pattern aligns with CELU’s pre-news decline of ‑3.7%.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Oct 30	Strategic partnership	Positive	-2.1%	Exclusive ophthalmic partnership and investment linkage with DefEYE.
Oct 14	Clinical data update	Positive	+11.3%	Phase 2 PDA-002 publication showing safety and efficacy in DFU.
Sep 03	Regulatory compliance	Positive	+0.0%	Filing Q1/Q2 10-Qs and regaining Nasdaq listing rule compliance.
Aug 22	Nasdaq deficiency notice	Negative	+1.3%	Notice for delayed Q2 10-Q and non-compliance timeline.
Aug 18	Debt restructuring	Positive	+19.3%	Completion of major balance sheet restructuring and debt retirement.

Pattern Detected

Recent news has produced mixed reactions, with several positive operational or clinical updates met by flat or negative price moves.

Recent Company History

Over the last six months, Celularity has focused on balance sheet repair and strategic positioning. On Aug 18, 2025, it retired $41.6 million in senior secured debt, which saw a 19.25% 24-hour gain. A subsequent Nasdaq notice about delayed 10-Q filings on Aug 22 had a modest positive reaction. Regaining Nasdaq compliance and reporting debt retirement progress on Sep 3 produced little price change. A positive Phase 2 PDA-002 publication on Oct 14 drove an 11.27% rise, while an eye-care partnership on Oct 30 saw a small decline. Today’s financing term sheets follow this pattern of using capital structure tools to support its longevity and regenerative focus.

Market Pulse Summary

This announcement outlines binding term sheets for up to $12 million of financing, combining a $7.0 million senior secured term loan with up to $5.0 million in secured convertible notes at $1.66 per share and warrants at $2.00. It follows earlier filings showing low cash balances, going-concern language, and prior private placements. Investors may track execution of definitive agreements, subsequent SEC filings for resale registration, and how the added capital supports Celularity’s longevity and placental-derived technology priorities.

Key Terms

senior secured term loan financial

"entered into two binding term sheets for a senior secured term loan and a secured"

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

"term sheets for a senior secured term loan and a secured convertible note financing"

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.

convertible notes financial

"The secured convertible notes provide for aggregate commitments of up to $5.0 million"

Convertible notes are a type of short-term loan that a company receives from investors, which can later be turned into company shares instead of being paid back in cash. They matter to investors because they offer a way to support a company early on while giving the potential to own a stake in its success if the company grows and later raises more funding.

warrants financial

"Celularity has agreed to issue warrants to purchase shares of its Class A common stock"

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 placements financial

"The transactions will be conducted as private placements to an accredited investor."

Private placements are sales of a company’s securities—such as shares or bonds—directly to a small group of selected investors rather than to the general public. Think of it like a private sale to a few buyers who negotiate terms, and it matters to investors because it changes a company’s cash position, can dilute existing ownership, alter control or voting power, and may affect share liquidity and market value when those securities eventually reach public markets.

accredited investor financial

"The transactions will be conducted as private placements to an accredited investor."

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

registration rights agreement regulatory

"Pursuant to a registration rights agreement to be entered into with the investor"

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.

AI-generated analysis. Not financial advice.

• The contemplated financing transactions would provide up to $12 Million in capital to support Celularity’s strategic priorities around longevity and preservation of human performance.
  

FLORHAM PARK, N.J., Dec. 18, 2025 (GLOBE NEWSWIRE) -- Celularity Inc. (Nasdaq: CELU) (“Celularity”), a regenerative and cellular medicine company addressing age-related and degenerative diseases, today announced that it has entered into two binding term sheets for a senior secured term loan and a secured convertible note financing with Philip A. Barach, co-founder and former president of DoubleLine Capital LP, a Los Angeles-based investment management firm. The contemplated financing transactions are contingent upon the parties executing formal transaction agreements, which the parties expect to do shortly.

Under the terms of the binding term sheets, Celularity expects to receive initial proceeds of $10.0 million, with the availability of additional funding of up to $2.0 million subject to certain conditions and the investor’s election, as will be set forth in the definitive agreements.

“This financing, when completed, is expected to provide flexibility to further evolve our mission, sharpening our focus on advancing our core placental-derived technologies and thoughtfully aligning our organizational structure and resources to support our strategic priorities around longevity and preservation of human performance,” said Robert J. Hariri, M.D., Ph.D., Chairman and Chief Executive Officer of Celularity. “We are grateful to Phil Barach’s commitment to partner with Celularity at an important moment in our progression. Phil’s investment reflects a deep appreciation for the scientific foundation of our platform and the long-term vision we are pursuing.”

As contemplated in the binding term sheets, 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 compliance with applicable Nasdaq Minimum Price rules and federal securities law requirements. In connection with the contemplated transactions, Celularity has agreed to issue warrants to purchase shares of its Class A common stock equal to 33% of the as-converted principal amount, representing additional consideration to the investor. The warrants will become exercisable six months following issuance, have an exercise price of $2.00 per share, and are subject to customary terms and conditions. The transactions will be conducted as private placements to an accredited investor.

Philip A. Barach commented, “Dr. Hariri has built a company with pioneering science and a bold vision that, in my view, can be more fully realized going forward by better aligning its strategy, operations, and capital structure consistent with its mission to translate meaningful science into real-world impact. My decision to invest and to engage with the Company reflects a long-term commitment to providing financial support and constructive perspective as Celularity works through necessary changes and positions itself for a more disciplined and focused future.”

The securities described above are to be 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 to be entered into with the investor, the Company 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) our future sales or sales growth; (ii) the anticipated timing and completion of the transaction; (iii) our expectations for future financial results, including levels of net sales; (iv) the expected receipt and use of proceeds from the transactions; (v) our expectations regarding new products including our 510K products; (vi) Celularity’s ability to execute its strategic priorities, including advancing its core technologies and aligning its operations and organizational structure with those priorities; (vii) future demand for our products; and (viii) the anticipated benefits of the financing transactions. 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.

Investor and Media Contact:

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

FAQ

How much funding is Celularity (CELU) expecting from the financing announced December 18, 2025?

Celularity expects initial proceeds of $10.0M with up to $12.0M available in total subject to conditions.

What are the main components of Celularity's financing for CELU?

A $7.0M senior secured term loan and secured convertible notes of up to $5.0M in tranches.

What is the conversion price and warrant terms for Celularity convertible notes (CELU)?

Conversion price is $1.66 per share; warrants equal to 33% of as‑converted principal, exercisable after six months at $2.00.

Who is the investor in Celularity's December 2025 financing and how will the securities be sold?

The investor is Philip A. Barach; the securities will be sold in private placements to an accredited investor.

Are Celularity's financing transactions final and immediately effective for CELU?

No; the transactions are contingent on executing definitive agreements and compliance with applicable securities rules.