Celularity Inc (CELU) insider Form 3 details warrants and convertible notes
Rhea-AI Filing Summary
Celularity Inc filed a Form 3 showing that reporting person Philip Alan Barach is a more than ten percent beneficial owner through The Philip and Daniele Barach Family Trust. The Trust directly holds warrants and convertible notes that can be turned into Celularity Class A common stock.
The Trust holds warrants exercisable at $2.00 per share, covering 839,160 underlying shares in one block and 3,707,457 underlying shares in another, both expiring in 2030. It also holds convertible notes convertible at $1.66 per share into 1,204,819 and 1,807,229 underlying shares, respectively, with a 2026 expiration. Barach, as trustee, has voting and dispositive power but disclaims beneficial ownership beyond his economic interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Barach Philip Alan
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Convertible Notes | -- | -- | -- |
| holding | Warrants | -- | -- | -- |
| holding | Convertible Notes | -- | -- | -- |
| holding | Warrants | -- | -- | -- |
Holdings After Transaction:
Convertible Notes — 3,012,048 shares (Indirect, See Footnote);
Warrants — 4,546,617 shares (Indirect, See Footnote)
Footnotes (3)
- F1. 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 his pecuniary interest therein.
- F2. 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.
- F3. 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
Warrants block 2: 3,707,457 underlying shares at $2.00
Convertible notes block 1: 1,204,819 underlying shares at $1.66
+2 more
5 metrics
Warrants block 1
839,160 underlying shares at $2.00
Indirect warrants to acquire Class A common stock, expiring 2030-12-19
Warrants block 2
3,707,457 underlying shares at $2.00
Additional indirect warrants for Class A common stock, expiring 2030-12-19
Convertible notes block 1
1,204,819 underlying shares at $1.66
Indirect convertible notes into Class A common stock, expiring 2026-12-31
Convertible notes block 2
1,807,229 underlying shares at $1.66
Additional indirect convertible notes into Class A common stock, expiring 2026-12-31
Additional Notes capacity
$2,000,000 aggregate principal
Optional additional convertible notes the trust may purchase until June 19, 2026
Key Terms
Convertible Notes, Warrants, indirect beneficial owner, Family Trust, +1 more
5 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 that the Trust has the option to obtain"
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
"The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust"
Family Trust financial
"The Philip and Daniele Barach Family Trust (the "Trust") is the direct owner of all securities reported herein"
pecuniary interest financial
"the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What does the Celularity (CELU) Form 3 for Philip Alan Barach report?
The Form 3 reports initial holdings for a more than ten percent owner. A family trust associated with Philip Alan Barach holds Celularity warrants and convertible notes that are convertible into several million Class A common shares at fixed prices.
What Celularity (CELU) holdings are tied to convertible notes in this Form 3?
The Form 3 lists indirect holdings of convertible notes. These notes are convertible into 1,204,819 and 1,807,229 underlying shares of Celularity Class A common stock at a conversion price of $1.66 per share, with the conversion option available until the end of 2026.
How is the Philip and Daniele Barach Family Trust involved with Celularity (CELU)?
The family trust is the direct owner of all securities reported. Philip Alan Barach serves as trustee with independent power to vote and dispose of the securities, and may be deemed an indirect beneficial owner, while disclaiming beneficial ownership beyond his pecuniary interest.
What does the $2,000,000 Additional Notes option mean for Celularity (CELU)?
The filing notes the trust can purchase up to $2,000,000 in additional convertible notes. These “Additional Notes” would be convertible into Celularity Class A common stock, and related warrants may be obtained in connection with their issuance, expanding the trust’s potential equity exposure.
Does the Celularity (CELU) Form 3 show any insider buying or selling activity?
The Form 3 primarily records existing derivative positions rather than trades. It lists holdings of warrants and convertible notes linked to Celularity shares, reflecting the trust’s current potential equity exposure rather than new buy or sell transactions in the open market.