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  4. [8-K] Celularity Inc Reports Material Event

Insider trust lends $1M to Celularity (NASDAQ: CELU) on short term

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Celularity Inc. entered into a new secured loan agreement with the Philip & Daniele Barach Family Trust, a trust affiliated with a holder of more than five percent of its Class A common stock. The trust will lend $1,000,000 to Celularity at a 4.0% annual interest rate, rising to 18.0% upon an event of default at the lender’s election. The loan is secured by a first-priority security interest in substantially all of the company’s personal property and matures on the earlier of 30 days after closing or Celularity’s receipt of gross proceeds from certain financing or strategic transactions.

The agreement includes customary representations, covenants and events of default, and was structured as a related person transaction. Separately, effective June 26, 2026, board member Vincent LeVien resigned from the Board of Directors, and Celularity stated his resignation was not due to any disagreement over operations, policies or practices.

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Insights

Celularity adds a short-term, secured $1M insider loan at stepped interest.

Celularity obtained a $1,000,000 secured loan from the Philip & Daniele Barach Family Trust, which is affiliated with a shareholder owning more than five percent of its Class A common stock. The loan carries a 4.0% annual interest rate that can increase to 18.0% upon certain default events.

The debt is secured by a first-priority security interest in substantially all personal property, alongside customary excluded assets and permitted liens, and matures on the earlier of 30 days after closing or receipt of proceeds from specified transactions. The agreement is classified as a related person transaction and includes customary covenants and events of default.

Separately, Vincent LeVien resigned from the Board of Directors effective June 26, 2026, with the company stating his departure was not due to any disagreement regarding operations, policies or practices. Future company filings may provide additional detail on debt levels and board composition.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Loan principal $1,000,000 Secured loan from Philip & Daniele Barach Family Trust
Base interest rate 4.0% per annum Interest rate on $1,000,000 loan
Default interest rate 18.0% per annum Applies upon event of default at lender’s election
Loan maturity 30 days after closing Or earlier upon receipt of specified financing proceeds
Beneficial ownership threshold More than five percent Shareholder affiliation triggering related person transaction classification
Loan agreement date June 29, 2026 Date Celularity and the trust entered the Loan Agreement
Director resignation effective date June 26, 2026 Effective date of Vincent LeVien’s resignation
Material Definitive Agreement regulatory
"Item 1.01. Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
first-priority security interest financial
"The loan is secured by a first-priority security interest in substantially all of the Company’s personal property"
A first-priority security interest is a lender’s legal claim that is at the front of the line to be paid from specific collateral if a borrower defaults or goes bankrupt. Investors care because holding first priority means a higher chance of recovering money compared with lower-ranked creditors, similar to having the first ticket in a queue: you get served before others and face less risk of loss if the asset’s value is limited.
events of default financial
"The Loan Agreement also contains customary representations and warranties, covenants and events of default."
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What loan did Celularity Inc. (CELU) enter into according to this 8-K?
Celularity entered into a secured Loan Agreement for a principal amount of $1,000,000 with the Philip & Daniele Barach Family Trust. The loan bears 4.0% annual interest, with a potential increase to 18.0% upon an event of default at the lender’s election.

Who is the lender in Celularity’s new $1,000,000 loan transaction?
The lender is the Philip & Daniele Barach Family Trust, described as affiliated with Philip Barach, who beneficially owns more than five percent of Celularity’s outstanding Class A common stock. This makes the Loan Agreement a related person transaction under Item 404(a) of Regulation S-K.

What are the key terms and maturity of Celularity (CELU)’s new loan?
The $1,000,000 secured loan bears 4.0% annual interest, rising to 18.0% after a default at the lender’s election. It matures on the earlier of 30 days after closing or Celularity’s receipt of gross proceeds from specified financing or strategic transactions, as outlined in the agreement.

How is Celularity’s new $1,000,000 loan secured?
The loan is secured by a first-priority security interest in substantially all of Celularity’s personal property, subject to customary excluded assets and permitted liens. This collateral includes equipment and other assets already subject to an existing security interest in favor of Helena Global Investment Opportunities 1 Ltd.

What board change did Celularity Inc. (CELU) report in this filing?
Celularity reported that director Vincent LeVien resigned from the Board of Directors effective June 26, 2026. The company stated his resignation was not due to any disagreement regarding Celularity’s operations, policies, or practices, indicating an amicable departure based on the disclosure provided.

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Understanding 8-K Material Events →
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 26, 2026

 

 

 

Celularity Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38914   83-1702591

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

170 Park Ave

Florham Park, New Jersey

   07932
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (908) 768-2170

 

N/A

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share   CELU   The Nasdaq Stock Market LLC
Warrants, each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share   CELUW   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On June 29, 2026, Celularity Inc. (the “Company”) entered into a Loan Agreement (the “Loan Agreement”) with the Philip & Daniele Barach Family Trust (the “Lender”), a trust affiliated with Philip Barach, who is known by the Company to beneficially own more than five percent of the Company’s outstanding Class A common stock. Pursuant to the Loan Agreement, the Lender agreed to make a secured loan to the Company in the principal amount of $1,000,000.

 

The loan bears interest at 4.0% per annum, increasing to 18.0% per annum upon an event of default at the Lender’s election, and matures on the earlier of (i) 30 days after closing and (ii) the Company’s receipt of gross proceeds from certain financing or other strategic transactions. The loan is secured by a first-priority security interest in substantially all of the Company’s personal property, subject to customary excluded assets and permitted liens, including equipment and other assets subject to the existing security interest in favor of Helena Global Investment Opportunities 1 Ltd. The Loan Agreement also contains customary representations and warranties, covenants and events of default. As a condition to funding, Robert J. Hariri, M.D. entered into a waiver and subordination agreement with respect to indebtedness owed to him by the Company.

 

The Loan Agreement constitutes a related person transaction under Item 404(a) of Regulation S-K.

 

The foregoing description of the Loan Agreement is qualified in its entirety by reference to the Loan Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information set forth in Item 1.01 above regarding the Loan Agreement is incorporated by reference into this Item 2.03.

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Effective June 26, 2026, Vincent LeVien resigned as a member of the Company’s Board of Directors. Mr. LeVien’s resignation was not the result of any disagreement with the Company relating to the Company’s operations, policies or practices.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1   Loan Agreement, dated June 29, 2026 by and between Celularity Inc. and the Philip & Daniele Barach Family Trust.
104   Cover Page Interactive Data File (formatted as Inline XBRL)

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  CELULARITY INC.
Dated: June 30, 2026  
  By:

/s/ K. Harold Fletcher

  Name: K. Harold Fletcher
  Title: Chief Legal & Strategy Officer

 

 

Source: View Original Filing on SEC EDGAR

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