Celularity trust buys $3.21M in convertible notes
Celularity Inc. (CELU) reported note and warrant acquisitions and amendments on September 23, 2026, involving securities directly owned by The Philip and Daniele Barach Family Trust.
Rhea-AI Filing Summary
Celularity Inc. (CELU) reported note and warrant acquisitions and amendments on September 23, 2026, involving securities directly owned by The Philip and Daniele Barach Family Trust. Barach Daniele Wolf, a 10% owner, is the trust’s trustee and has independent voting and disposition power; Wolf disclaims beneficial ownership except to the extent of Wolf’s pecuniary interest.
An existing note’s conversion price fell from $1.66 to $1.50 per share, its maturity was extended from December 31, 2026 to September 23, 2028, and shares issuable increased from 1,807,229 to 2,000,000, with no additional consideration. The trust purchased $3,210,000 in aggregate principal amount of September 2026 Notes for cash, convertible into 2,140,000 Class A shares at $1.50, and obtained 1,177,000 warrants at a $1.50 exercise price for no additional consideration. It also received options, exercisable at any time until September 30, 2027, to purchase up to $2,915,531 in aggregate principal amount of September 2027 Notes and obtain up to 1,457,765 warrants; the corresponding conversion and exercise prices are $2.00. Existing warrants were amended to reduce their exercise price from $2.00 to $1.50 and extend their termination date to September 23, 2031, with no additional consideration.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 6,425,301 shares
Other
7 txns
Insider
Barach Daniele Wolf
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Convertible Notes F1, F2 | 192,771 | -- | -- |
| Other | Convertible Notes F4, F2 | 2,140,000 | -- | -- |
| Other | Warrants F5, F4, F2 | 1,177,000 | -- | -- |
| Other | Convertible Notes F6, F2 | 1,457,765 | -- | -- |
| Other | Warrants F7, F6, F2 | 1,457,765 | -- | -- |
| holding | Warrants F3, F2 | -- | -- | -- |
| holding | Warrants F2 | -- | -- | -- |
Holdings After Transaction:
Convertible Notes — 5,597,765 contracts (Indirect, See Footnote);
Warrants — 6,342,422 contracts for 3,707,657 underlying shares (Indirect, See Footnote)
Footnotes (7)
- 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. The Philip and Daniele Barach Family Trust (the "Trust") is or was 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 the Reporting Person's pecuniary interest therein.
- F3. 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.
- F4. 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.
- F5. 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.
- F6. 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.
- F7. 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
Shares issuable under amended existing note: 2,000,000 Class A shares
September 2026 Notes: $3,210,000 aggregate principal amount
Shares issuable upon conversion of September 2026 Notes: 2,140,000 Class A shares
+5 more
8 metrics
Shares issuable under amended existing note
2,000,000 Class A shares
After the September 23, 2026 amendment; increased from 1,807,229 shares
September 2026 Notes
$3,210,000 aggregate principal amount
Purchased by the trust for cash on September 23, 2026
Shares issuable upon conversion of September 2026 Notes
2,140,000 Class A shares
Conversion price of $1.50 per share
Warrants obtained with September 2026 Notes
1,177,000 warrants
Exercise price of $1.50 per share
September 2027 Notes option
Up to $2,915,531 aggregate principal amount
Option exercisable until September 30, 2027
Shares issuable upon conversion of September 2027 Notes
Up to 1,457,765 Class A shares
Conversion price of $2.00 per share
Warrants available under option
Up to 1,457,765 warrants
Exercise price of $2.00 per share; option exercisable until September 30, 2027
Conversion and exercise prices
$1.50 and $2.00 per share
$1.50 for the amended existing note, September 2026 Notes, and related warrants; $2.00 for September 2027 Note and warrant options
Key Terms
amendment and restatement, conversion price, aggregate principal amount, contractual right, +1 more
5 terms
amendment and restatement financial
"amendment and restatement on September 23, 2026 of an existing convertible note"
conversion price financial
"the applicable 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.
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.
contractual right financial
"Such option is a contractual right granted by the Issuer"
termination date financial
"the 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.
What transactions did CELU’s 10% owner report on September 23, 2026?
The reported securities are directly owned by The Philip and Daniele Barach Family Trust, whose trustee is Barach Daniele Wolf. The activity included an amended existing note, a cash purchase of $3,210,000 in aggregate principal amount of September 2026 Notes, 1,177,000 associated warrants, and options relating to September 2027 Notes and warrants.
What options did the Barach trust receive in connection with CELU’s September 2026 Notes?
The trust received options to purchase up to $2,915,531 in aggregate principal amount of September 2027 Notes, convertible into up to 1,457,765 Class A shares, and to obtain up to 1,457,765 warrants. The options could be used at any time until September 30, 2027; the conversion and exercise prices are $2.00.
What warrant positions are reported for the Barach trust?
The reported warrant positions cover 1,258,740 underlying Class A shares at a $1.50 exercise price, expiring September 23, 2031, and 2,448,917 underlying Class A shares at a $2.00 exercise price, expiring December 19, 2030.
Were CELU’s reported transactions under a Rule 10b5-1 plan?
No Rule 10b5-1 plan is reported.
AI-generated analysis. How Rhea-AI works. Not financial advice.
