Celularity 10% owner buys $3.21M in notes
The reported arrangements combine purchased notes and warrants with options for additional note and warrant purchases.
Rhea-AI Filing Summary
Celularity Inc (CELU) reports that the Philip & Daniele Barach Family Trust, a 10% owner, amended existing notes and purchased September 2026 Notes and received warrants on September 23, 2026. The note amendment reduced the conversion price from $1.66 to $1.50 per share and extended maturity from December 31, 2026, to September 23, 2028; shares issuable upon conversion increased from 1,807,229 to 2,000,000.
The trust purchased notes with $3,210,000 aggregate principal for cash and received warrants for 1,177,000 underlying Class A shares without additional consideration. It also received options, exercisable until September 30, 2027, to purchase up to $2,915,531 principal of notes convertible into up to 1,457,765 shares and to obtain up to 1,457,765 warrants. The exercise price on existing warrants fell from $2.00 to $1.50 per share, and their termination date was extended to September 23, 2031.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 6,425,301 shares
Other
7 txns
Insider
Philip & Daniele Barach Family Trust
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Convertible Notes F1 | 192,771 | -- | -- |
| Other | Convertible Notes F3 | 2,140,000 | -- | -- |
| Other | Warrants F4, F3 | 1,177,000 | -- | -- |
| Other | Convertible Notes F5 | 1,457,765 | -- | -- |
| Other | Warrants F6, F5 | 1,457,765 | -- | -- |
| holding | Warrants F2 | -- | -- | -- |
| holding | Warrants | -- | -- | -- |
Holdings After Transaction:
Convertible Notes — 5,597,765 contracts (Direct);
Warrants — 6,342,422 contracts for 3,707,657 underlying shares (Direct)
Footnotes (6)
- F1. Represents the amendment and restatement on September 23, 2026 of an existing convertible note of the Issuer in which the applicable conversion price was reduced from $1.66 per share to $1.50 per share and the maturity date was extended from December 31, 2026 to September 23, 2028, as a result of which the number of shares issuable upon conversion of such note was increased from 1,807,229 to 2,000,000. No additional consideration was paid in connection with such amendment and restatement.
- F2. Represents the amendment and restatement on September 23, 2026 of existing warrants of the Issuer in which exercise price of such warrants was reduced from $2.00 per share to $1.50 per share and the termination date of such warrants was extended to September 23, 2031. No additional consideration was paid in connection with such amendment and restatement.
- F3. Represents shares of Class A Common Stock issuable upon the conversion of $3,210,000 in aggregate principal amount of convertible notes (the "September 2026 Notes") that the Reporting Person purchased from the Issuer for such an amount of cash on September 23, 2026.
- F4. Represents shares of Class A Common Stock issuable upon the exercise of 1,177,000 warrants that the Reporting Person obtained from the Issuer in connection with the issuance of the September 2026 Notes. No additional consideration was paid in connection with the issuance of such warrants.
- F5. Represents shares of Class A Common Stock issuable upon the conversion of up to $2,915,531 in aggregate principal amount of convertible notes (the "September 2027 Notes") that the Reporting Person has the option to purchase from the Issuer at any time until September 30, 2027. Such option is a contractual right granted by the Issuer in connection with the issuance of the September 2026 Notes for, which no additional consideration was paid.
- F6. Represents shares of Class A Common Stock issuable upon the exercise of up to 1,457,765 warrants that the Reporting Person has the option to obtain from the Issuer for in connection with the issuance of September 2027 Notes at any time until September 30, 2027. Such option is a contractual right granted by the Issuer in connection with the issuance of the September 2026 Notes for, which no additional consideration was paid.
Key Figures
September 2026 Notes aggregate principal purchased: $3,210,000
Shares issuable upon conversion of amended note: 2,000,000 Class A shares
Warrants received: 1,177,000 warrants
+5 more
8 metrics
September 2026 Notes aggregate principal purchased
$3,210,000
Purchased for cash on September 23, 2026
Shares issuable upon conversion of amended note
2,000,000 Class A shares
After the September 23, 2026 amendment; increased from 1,807,229 shares
Warrants received
1,177,000 warrants
Received in connection with issuance of the September 2026 Notes
Principal amount of notes available under option
Up to $2,915,531
Option exercisable until September 30, 2027
Shares issuable upon conversion of notes available under option
Up to 1,457,765 Class A shares
September 2027 Notes
Warrants available under option
Up to 1,457,765 warrants
Option exercisable until September 30, 2027
Underlying shares for remaining $1.50 warrants
1,258,740 Class A shares
Warrants expire September 23, 2031
Underlying shares for remaining $2.00 warrants
2,448,917 Class A shares
Warrants expire December 19, 2030
Key Terms
aggregate principal amount, conversion price, maturity date, contractual right, +1 more
5 terms
aggregate principal amount financial
"$3,210,000 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.
conversion price financial
"conversion price was reduced from $1.66 per share to $1.50 per share"
The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.
maturity date financial
"maturity date was extended from December 31, 2026 to September 23, 2028"
The maturity date is the specific day when a loan, bond, or investment reaches its full term and the borrower must repay the borrowed amount in full. It is important for investors because it indicates when they will receive their initial money back and can plan their future financial steps accordingly. Think of it as the due date for a loan or the day a gift card or coupon expires.
contractual right financial
"Such option is a contractual right granted by the Issuer"
termination date financial
"termination date of such warrants was extended to September 23, 2031"
Termination date is the specific calendar day when a contract, agreement, option or other legal arrangement stops being in effect and any remaining rights or obligations expire. For investors it matters because that date sets deadlines for exercising rights, receiving payments, closing positions or avoiding penalties—similar to the day a lease or warranty ends, after which parties no longer have the same protections or claims.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did the CELU 10% owner pay for notes?
The Philip & Daniele Barach Family Trust purchased September 2026 Notes with $3,210,000 aggregate principal for $3,210,000 in cash on September 23, 2026.
What changed in the amended CELU convertible note?
The note’s conversion price was reduced from $1.66 to $1.50 per share, and its maturity date was extended from December 31, 2026, to September 23, 2028. Shares issuable upon conversion increased from 1,807,229 to 2,000,000.
What warrant positions does the CELU report list?
The report lists warrants exercisable for 1,258,740 underlying Class A shares at $1.50 per share, expiring September 23, 2031, and warrants exercisable for 2,448,917 underlying Class A shares at $2.00 per share, expiring December 19, 2030.
Did the CELU 10% owner report a Rule 10b5-1 plan?
No Rule 10b5-1 plan is reported for these transactions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
