Celularity (NASDAQ: CELU) major holder’s $2M note option and 839K warrants expire
Rhea-AI Filing Summary
Celularity Inc’s major shareholder, Daniele Wolf Barach, reported changes in derivative positions held through the Philip & Daniele Barach Family Trust. Options to purchase up to $2,000,000 of convertible notes, and related rights to obtain 839,160 warrants, expired on June 19, 2026 with no consideration paid.
The trust continues to hold indirect derivative interests in warrants for 3,707,457 shares of Class A common stock at $2.00 per share, expiring on December 19, 2030, and convertible notes convertible into 1,807,229 shares at $1.66 per share, expiring on December 31, 2026. The reporting person may be deemed an indirect beneficial owner but disclaims beneficial ownership beyond any pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
4 transactions reported
Mixed
4 txns
Insider
Barach Daniele Wolf
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Convertible Notes | 1,204,819 | $0.00 | $0.00 |
| Other | Warrants | 839,160 | $0.00 | $0.00 |
| 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 (3)
- F1. Represented shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Notes") that the Reporting Person had the option to purchase from the Issuer at any time until June 19, 2026. The option to purchase such Notes expired pursuant to its terms on June 19, 2026, and no consideration was paid in connection with such expiration.
- F2. Represented shares of Class A Common Stock issuable upon the exercise of up to 839,160 warrants (the "Warrants") that the Reporting Person had the option to obtain from the Issuer in connection with the purchase by the Reporting Person of the Notes at any time until June 19, 2026. Because the Reporting Person's option to purchase the Notes expired pursuant to its terms on June 19, 2026, the ability to obtain such Warrants also expired on such date.
- F3. The Philip & 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.
Key Figures
Expired note purchase option size: $2,000,000 aggregate principal
Shares underlying expired note option: 1,807,229 shares
Expired related warrant rights: 839,160 warrants
+3 more
6 metrics
Expired note purchase option size
$2,000,000 aggregate principal
Convertible notes purchase option expired June 19, 2026
Shares underlying expired note option
1,807,229 shares
Class A common stock issuable upon conversion of notes
Expired related warrant rights
839,160 warrants
Ability to obtain warrants lapsed June 19, 2026
Remaining warrant underlying shares
3,707,457 shares
Class A common stock underlying indirect warrants
Warrant exercise price
$2.00 per share
Exercise price on remaining warrants, expiring December 19, 2030
Convertible note conversion price
$1.66 per share
Conversion price on remaining notes, expiring December 31, 2026
Key Terms
convertible notes, warrants, indirect beneficial owner, pecuniary interest, +1 more
5 terms
convertible notes financial
"aggregate principal amount of convertible notes (the "Notes") that the Reporting Person had the option to purchase"
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
"exercise of up to 839,160 warrants (the "Warrants") that the Reporting Person had 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"
pecuniary interest financial
"disclaims beneficial ownership of the securities held by the Trust except to the extent of the Reporting Person's pecuniary interest therein"
family trust financial
"The Philip & Daniele Barach Family Trust (the "Trust") is or was the direct owner of all securities reported herein"
FAQ
What did the Celularity (CELU) Form 4 filing report for Daniele Wolf Barach?
The filing shows certain derivative rights held via a family trust expired unused. Options to buy up to $2,000,000 of convertible notes and related rights to obtain 839,160 warrants lapsed on June 19, 2026 with no consideration paid.
What happened to the 839,160 Celularity (CELU) warrants referenced in the Form 4?
Rights to obtain 839,160 warrants tied to the potential purchase of the notes also expired on June 19, 2026. Because the option to purchase the notes lapsed, the ability to obtain these warrants from Celularity ended on the same date, with no payment involved.
What Celularity (CELU) warrants does the Barach family trust still hold indirectly?
The trust continues to hold warrants indirectly exercisable for 3,707,457 shares of Celularity Class A common stock. These warrants have an exercise price of $2.00 per share and an expiration date of December 19, 2030, according to the Form 4 derivative summary.
What Celularity (CELU) convertible note position remains after this Form 4 event?
The derivative summary shows remaining convertible notes indirectly held through the trust, convertible into 1,807,229 shares of Class A common stock. The conversion price is $1.66 per share, with the notes expiring on December 31, 2026, separate from the expired purchase option.
How is ownership of Celularity (CELU) securities attributed in the Barach Form 4?
All reported securities are or were directly owned by the Philip & Daniele Barach Family Trust. Daniele Wolf Barach, as trustee, has independent voting and disposal power and may be deemed an indirect beneficial owner but disclaims beneficial ownership beyond their pecuniary interest.
AI-generated analysis. How Rhea-AI works. Not financial advice.
