Celularity Inc (CELU) insider lists warrant and note holdings
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Celularity Inc insider Daniele Wolf Barach filed an initial Form 3 showing indirect holdings through the Philip and Daniele Barach Family Trust. As trustee, she has independent power to vote and dispose of all securities held by the trust and may be deemed an indirect beneficial owner, while disclaiming beneficial ownership except for her pecuniary interest.
The trust holds warrants and convertible notes linked to Celularity Class A common stock. These positions include warrants with a $2.00 exercise price expiring in 2030 and convertible notes with a $1.66 conversion price expiring in 2026, as well as options to purchase additional notes and related warrants from the issuer. The filing reports existing derivative positions rather than new open-market trades.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Barach Daniele Wolf
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 (Indirect, see footnote);
Warrants — 3,707,457 shares (Indirect, see footnote)
Footnotes (1)
- The Philip and Daniele Barach Family Trust (the "Trust") is the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of her pecuniary interest therein. 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 Trust 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 Trust has the option to obtain from the Issuer in connection with the issuance of Additional Notes at any time until June 19, 2026.
Key Figures
Warrants block 1: 839,160 underlying shares at $2.00
Convertible notes block 1: 1,204,819 underlying shares at $1.66
Warrants block 2: 3,707,457 underlying shares at $2.00
+2 more
5 metrics
Warrants block 1
839,160 underlying shares at $2.00
Warrants for Class A common stock expiring December 19, 2030
Convertible notes block 1
1,204,819 underlying shares at $1.66
Convertible notes into Class A stock expiring December 31, 2026
Warrants block 2
3,707,457 underlying shares at $2.00
Additional warrants for Class A stock expiring December 19, 2030
Convertible notes block 2
1,807,229 underlying shares at $1.66
Additional convertible notes expiring December 31, 2026
Additional Notes option
$2,000,000 aggregate principal
Trust may purchase Additional convertible notes until June 19, 2026
Key Terms
Form 3, convertible notes, warrants, indirect beneficial owner, +1 more
5 terms
Form 3 regulatory
"insider Daniele Wolf Barach filed an initial Form 3 showing indirect holdings"
Form 3 is the initial public filing that officers, directors and large shareholders must submit to report their ownership of a company’s securities when they become insiders. It acts like an opening inventory sheet that gives investors a starting point to see who holds significant stakes and to spot later trades or potential conflicts of interest, helping assess insider confidence and transparency.
convertible notes financial
"The trust holds warrants and convertible notes linked to Celularity Class A common stock"
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
"The trust holds warrants and convertible notes linked to Celularity 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.
indirect beneficial owner financial
"She may be deemed an indirect beneficial owner, while disclaiming beneficial ownership"
pecuniary interest financial
"disclaims beneficial ownership of the securities held by the trust except to the extent of her pecuniary interest"
FAQ
What does Daniele Wolf Barach’s Form 3 for Celularity Inc (CELU) disclose?
The Form 3 discloses that Daniele Wolf Barach is a ten percent owner of Celularity through the Philip and Daniele Barach Family Trust, which holds warrants and convertible notes tied to Class A common stock, detailing exercise prices, expirations, and indirect beneficial ownership disclaimers.
How is Celularity Inc (CELU) ownership structured in the Barach Family Trust?
All reported Celularity securities are directly owned by the Philip and Daniele Barach Family Trust. As trustee, Daniele Wolf Barach has independent voting and dispositive power, may be deemed an indirect beneficial owner, and disclaims beneficial ownership except to the extent of her pecuniary interest.
What derivative securities linked to Celularity Inc (CELU) does the trust hold?
The trust holds warrants and convertible notes referencing Celularity Class A common stock. The warrants carry a $2.00 exercise price and expire in 2030, while the convertible notes have a $1.66 conversion price and expire in 2026, representing potential future share issuances upon exercise or conversion.
What do the 839,160 Celularity (CELU) warrants in the Form 3 represent?
A footnote explains that 839,160 Celularity Class A common shares are issuable upon exercising up to 839,160 warrants the trust can obtain from the issuer in connection with Additional Notes, exercisable at any time until June 19, 2026, adding potential equity exposure if exercised.