Celularity (NASDAQ: CELU) restructures Helena preferred stock deal with cash and note rights

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Celularity Inc. entered into a Settlement Agreement with Helena Global Investment Opportunities 1 Ltd. to resolve disputes tied to earlier financing documents, including a Securities Purchase Agreement and a Convertible Promissory Note. Helena had previously exchanged Series A Convertible Preferred Stock for a note and delivered a notice of event of default.

Under the settlement, Helena surrendered its Series A Convertible Preferred Stock, while Celularity agreed to pay $500,000 immediately and five consecutive monthly payments of $100,000, assign certain rights under a $2,500,000 promissory note, and amend an existing security agreement. Helena’s release of claims depends on Celularity satisfying specified release conditions.

Insights

Celularity restructures a disputed financing, trading preferred equity for cash obligations and note rights.

Celularity Inc. and Helena Global Investment Opportunities 1 Ltd. agreed to settle claims related to prior financing, including Series A Convertible Preferred Stock and a Convertible Promissory Note. The settlement replaces Helena’s preferred equity position with defined cash payments and assignment of rights under a $2,500,000 promissory note.

Economically, Celularity commits to an immediate $500,000 payment plus five monthly installments of $100,000, alongside modifying existing security arrangements. This clarifies obligations but represents cash outflows over time. The effectiveness of Helena’s release of claims is conditioned on Celularity meeting specified release conditions, so actual risk reduction depends on full performance under the settlement terms.

8-K Event Classification

3 items: 1.01, 2.03, 9.01

3 items

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 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Immediate cash payment: $500,000 Monthly installment amount: $100,000 Promissory note size: $2,500,000 +2 more

5 metrics

Immediate cash payment $500,000 Paid to Helena under Settlement Agreement

Monthly installment amount $100,000 Five consecutive monthly payments to Helena

Promissory note size $2,500,000 Promissory note under which rights are assigned

Settlement Agreement date May 21, 2026 Date Celularity and Helena executed Settlement Agreement

Original SPA date October 24, 2025 Date of referenced Securities Purchase Agreement

Key Terms

Settlement Agreement, Series A Convertible Preferred Stock, Convertible Promissory Note, Securities Purchase Agreement, +1 more

5 terms

Settlement Agreement financial

"On May 21, 2026, the Company entered into a Settlement Agreement with Helena"

A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.

Series A Convertible Preferred Stock financial

"Helena elected to exchange shares of the Company’s Series A Convertible Preferred Stock"

Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.

Convertible Promissory Note financial

"elected to exchange shares ... for a Convertible Promissory Note"

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Securities Purchase Agreement financial

"including the Securities Purchase Agreement, dated as of October 24, 2025"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

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.

Understanding 8-K Material Events →

05/28/2026 - 04:54 PM

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): May 21, 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.

As previously disclosed by Celularity Inc. (the “Company”) in its Current Report on Form 8-K filed on April 21, 2026, Helena Global Investment Opportunities 1 Ltd. (“Helena”) delivered an exchange notice pursuant to which Helena elected to exchange shares of the Company’s Series A Convertible Preferred Stock for a Convertible Promissory Note, and subsequently delivered a notice of event of default under such note.

On May 21, 2026, the Company entered into a Settlement Agreement with Helena in connection with certain existing transaction documents between the Company and Helena, including the Securities Purchase Agreement, dated as of October 24, 2025, and related instruments. Pursuant to the Settlement Agreement, the parties agreed to compromise and resolve certain existing claims and to restructure certain obligations under the existing transaction documents. In connection with the settlement, Helena surrendered its shares of Series A Convertible Preferred Stock, and the Company agreed to pay Helena (i) pay $500,000 immediately and (ii) five (5) consecutive monthly payments of $100,000, assign certain rights under a $2,500,000 promissory note, and enter into related settlement documents, including an amendment to the existing security agreement. Helena’s release of claims is subject to the Company’s satisfaction of specified release conditions.

The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of 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

To the extent required by Item 2.03, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Settlement Agreement dated May 21, 2026, by and between Celularity Inc. and Helena Global Investment Opportunities 1 Ltd.
104	Cover Page Interactive Data File (formatted as Inline XBRL)

-2-

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: May 28, 2026
	By:	/s/ John Sprague
	Name:	John Sprague
	Title:	Chief Financial Officer

-3-

Source: View Original Filing on SEC EDGAR

FAQ

What did Celularity (CELU) announce regarding Helena Global Investment Opportunities 1 Ltd.?

Celularity disclosed a Settlement Agreement with Helena Global Investment Opportunities 1 Ltd., resolving claims tied to prior financing documents. The deal restructures obligations linked to Series A Convertible Preferred Stock and a Convertible Promissory Note through cash payments, note rights assignment, and amended security arrangements.

How much will Celularity (CELU) pay Helena under the Settlement Agreement?

Celularity agreed to pay Helena $500,000 immediately and five consecutive monthly payments of $100,000. These scheduled cash payments are part of a broader settlement that also includes assigning certain rights under a $2,500,000 promissory note and amending an existing security agreement.

What happens to Helena’s Series A Convertible Preferred Stock in the Celularity (CELU) settlement?

As part of the settlement, Helena surrendered its shares of Celularity’s Series A Convertible Preferred Stock. In exchange, Celularity provided cash payments, assigned certain rights under a $2,500,000 promissory note, and agreed to related settlement documents, including an amendment to the existing security agreement.

Are Helena’s claims against Celularity (CELU) fully released by the settlement?

Helena’s release of claims is not automatic; it is subject to Celularity satisfying specified release conditions in the Settlement Agreement. Only upon meeting these conditions will the agreed release of certain existing claims related to the prior transaction documents fully take effect between the parties.

Which prior agreements between Celularity (CELU) and Helena are referenced in the settlement?

The settlement references existing transaction documents, including the Securities Purchase Agreement dated October 24, 2025, Celularity’s Series A Convertible Preferred Stock, and a related Convertible Promissory Note. These earlier instruments form the basis of the claims and obligations being compromised and restructured.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

EX-10.1 EX-10.1 69.2 KB

Celularity (NASDAQ: CELU) restructures Helena preferred stock deal with cash and note rights

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