Barach Family Trust (CELU) reports warrants and convertible notes in Celularity Form 3
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Celularity Inc disclosed that the Philip & Daniele Barach Family Trust, a more than ten percent owner, holds derivative positions tied to Celularity’s Class A common stock. The filing lists existing holdings rather than new purchases or sales.
The trust holds warrants exercisable at $2.00 per share for up to 839,160 underlying shares expiring on December 19, 2030, plus additional warrants for 3,707,457 underlying shares on the same terms. It also holds convertible notes with a conversion price of $1.66 per share for 1,204,819 underlying shares and another block for 1,807,229 shares, both convertible into Class A common stock through December 31, 2026. A footnote explains that up to $2,000,000 in aggregate principal amount of additional convertible notes may be purchased by the trust, with related warrants obtainable until June 19, 2026.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Philip & Daniele Barach Family Trust
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Convertible Notes | -- | -- | -- |
| holding | Warrants | -- | -- | -- |
| holding | Convertible Notes | -- | -- | -- |
| holding | Warrants | -- | -- | -- |
Holdings After Transaction:
Convertible Notes — 1,807,229 shares (Direct, null);
Warrants — 3,707,457 shares (Direct, null)
Footnotes (1)
- Represents shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Additional Notes") that the Reporting Person has the option to purchase from the Issuer at any time until June 19, 2026. Represents shares of Class A Common Stock issuable upon the exercise of up to 839,160 warrants that the Reporting Person has the option to obtain from the Issuer for in connection with the issuance of Additional Notes at any time until June 19, 2026.
Key Figures
Warrants block 1: 839,160 shares at $2.00
Warrants block 2: 3,707,457 shares at $2.00
Convertible notes block 1: 1,204,819 shares at $1.66
+2 more
5 metrics
Warrants block 1
839,160 shares at $2.00
Underlying Class A stock, expire Dec 19, 2030
Warrants block 2
3,707,457 shares at $2.00
Underlying Class A stock, expire Dec 19, 2030
Convertible notes block 1
1,204,819 shares at $1.66
Conversion into Class A stock, expire Dec 31, 2026
Convertible notes block 2
1,807,229 shares at $1.66
Conversion into Class A stock, expire Dec 31, 2026
Additional Notes option
$2,000,000 principal
Optional convertible notes purchasable until Jun 19, 2026
Key Terms
Convertible Notes, Warrants, Class A Common Stock, aggregate principal amount
4 terms
Convertible Notes financial
"Represents shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes"
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
"Represents shares of Class A Common Stock issuable upon the exercise of up to 839,160 warrants"
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.
Class A Common Stock financial
"Represents shares of Class A Common Stock issuable upon the conversion of up to $2,000,000"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
aggregate principal amount financial
"conversion of up to $2,000,000 in aggregate principal amount of convertible notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
FAQ
What does Celularity (CELU) disclose in this Form 3 for the Barach Family Trust?
Celularity reports that the Philip & Daniele Barach Family Trust is a more than ten percent owner holding warrants and convertible notes linked to Class A common stock. The filing records existing derivative positions, not new open-market purchases or sales.
What are the key terms of the Celularity (CELU) convertible notes held by the Barach Trust?
The trust holds convertible notes with a conversion price of $1.66 per share, tied to 1,204,819 and 1,807,229 underlying Class A shares. These notes are convertible through December 31, 2026, providing potential equity exposure if converted.
Does the Barach Family Trust have an option to buy additional Celularity (CELU) notes?
Yes. A footnote states the trust may purchase up to $2,000,000 in aggregate principal amount of additional convertible notes, called “Additional Notes,” from Celularity at any time until June 19, 2026, with related warrants available in connection with those notes.