Barach Family Trust updates 15.8% Celularity (CELU) stake in 13D/A

Rhea-AI Filing Summary

Celularity Inc. major holders update their ownership position. The Philip & Daniele Barach Family Trust, together with Philip A. and Daniele Barach, now report beneficial ownership of 5,514,686 shares of Celularity Class A common stock. This stake equals 15.8% of the 28,945,961 shares outstanding as of April 28, 2026.

The position consists of 1,807,229 shares issuable upon conversion of a $3,000,000 convertible note at $1.66 per share and 3,707,457 shares issuable upon exercising five-year warrants at $2.00 per share, all held by the Trust. Rights to purchase up to an additional $2,000,000 of convertible notes and related warrants, which would have added 2,043,979 shares, expired on June 19, 2026, reducing the number of shares the group is deemed to beneficially own. The reporting persons share voting and dispositive power over the reported shares and report no other transactions since the December 19, 2025 financing.

Key Figures

Beneficial ownership: 5,514,686 shares Ownership percentage: 15.8% Shares outstanding: 28,945,961 shares +5 more

8 metrics

Beneficial ownership 5,514,686 shares Class A common stock beneficially owned by reporting persons

Ownership percentage 15.8% Portion of Celularity Class A common stock outstanding

Shares outstanding 28,945,961 shares Class A shares outstanding as of April 28, 2026

Convertible note principal $3,000,000 Convertible secured promissory note held by the Trust

Conversion terms $1.66/share; 1,807,229 shares Shares issuable upon conversion of the $3M convertible note

Warrant coverage 3,707,457 shares at $2.00 Five-year warrants issued December 19, 2025

Senior note principal $7,000,000 Senior secured promissory note issued to the Trust

Expired potential shares 2,043,979 shares Shares no longer deemed beneficially owned after rights expiration

Key Terms

Schedule 13D, beneficially owns, senior secured promissory note, convertible secured promissory note, +2 more

6 terms

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G to report the acquisition"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

beneficially owns financial

"Each of the Reporting Persons beneficially owns 5,414,686 shares of Class A Common Stock"

Beneficially owns means a person or entity enjoys the economic benefits and control of a security even if the legal title or registration is held in another name. Think of it like having the keys and profits from a car that is registered to a friend: you use it, benefit from it, and make decisions about it even though the official paperwork lists someone else. For investors, this matters because it reveals who truly controls shares, affects voting power, potential conflicts of interest, and regulatory disclosure obligations.

senior secured promissory note financial

"issued to the Trust a senior secured promissory note in the principal amount of $7,000,000"

A senior secured promissory note is a written IOU in which a borrower promises to repay a loan and gives lenders first claim on specific assets if the borrower can't pay. Being "senior" means this debt gets paid before other unsecured obligations, and "secured" means assets back the loan, reducing potential losses for lenders. For investors, that priority and collateral typically make these notes safer and often carry lower interest than unsecured debt—think of being first in line with a pledge on the borrower's car.

convertible secured promissory note financial

"and a convertible secured promissory note in the aggregate principal amount of $3,000,000"

Warrants financial

"issued to the Trust five-year warrants (the "Warrants") to purchase an aggregate of 3,707,457 shares"

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.

Rule 13d-3(d)(1)(i) regulatory

"deemed beneficially owned by the Reporting Persons pursuant to Rule 13d-3(d)(1)(i)"

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Available on EDGAR 06/23/2026 - 06:04 AM Accepted by SEC EDGAR 06/23/2026 - 06:02 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

Celularity Inc.

(Name of Issuer)

Class A Common Stock, Par Value $0.0001 Per Share

(Title of Class of Securities)

151190204

(CUSIP Number)

Jay Coogan, Esquire
Pierson Ferdinand LLP, 1650 Market Street, 36th Floor
Philadelphia, PA, 19103
(267) 265-8598

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

06/19/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 151190204

1

Name of reporting person

PHILIP & DANIELE BARACH FAMILY TRUST

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,514,686.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,514,686.00

11

Aggregate amount beneficially owned by each reporting person

5,514,686.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13D

CUSIP Number(s): 151190204

1

Name of reporting person

PHILIP A. BARACH

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,514,686.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,514,686.00

11

Aggregate amount beneficially owned by each reporting person

5,514,686.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

CUSIP Number(s): 151190204

1

Name of reporting person

DANIELE BARACH

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CALIFORNIA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 5,514,686.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 5,514,686.00

11

Aggregate amount beneficially owned by each reporting person

5,514,686.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

15.8 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, Par Value $0.0001 Per Share
(b)	Name of Issuer: Celularity Inc.
(c)	Address of Issuer's Principal Executive Offices: 170 PARK AVE, FLORHAM PARK, NEW JERSEY , 07932.
Item 1 Comment: This Amendment No. 2 (this "Amendment") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on April 3, 2026 (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Schedule 13D filed on April 22, 2026 by Philip & Daniele Barach Family Trust (the "Trust"), Philip A. Barach and Daniele Barach (each, a "Reporting Person" and collectively, the "Reporting Persons") relating to the Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), of Celularity Inc. (the "Company"). Except as specifically amended and supplemented hereby, the Original Schedule 13D remains in full force and effect. Capitalized terms used herein without definition have the meanings ascribed to them in the Original Schedule 13D.
Item 3.	Source and Amount of Funds or Other Consideration
	On December 19, 2025, the Company and the Trust engaged in two financing transactions (collectively, the "Financing") pursuant to which the Company issued to the Trust a senior secured promissory note in the principal amount of $7,000,000 (the "Senior Note") and a convertible secured promissory note in the aggregate principal amount of $3,000,000 (the "Convertible Note" and, together with the Senior Note, the "Notes") and, in connection with the issuance of the Notes, issued to the Trust five-year warrants (the "Warrants") to purchase an aggregate of 3,707,457 shares of Class A Common Stock which became exercisable beginning on June 19, 2026 and have an exercise price of $2.00 per share, subject to adjustment as set forth therein. Pursuant to the Convertible Note Purchase Agreement dated as of December 19, 2025 by and between the Company and the Trust under the terms of which the Company issued the Convertible Note to the Trust (the "Convertible Note Purchase Agreement"), the Trust also had the right to purchase additional Convertible Notes in up to two tranches of $1,000,000 each (the "Additional Convertible Notes"), containing terms identical to and issuable upon the same terms and conditions as the Convertible Note, in connection with which the Trust would receive from the Company Warrants to purchase up to an additional 839,160 shares of Class A Common Stock. This Trust's right to obtain such Additional Convertible Notes and accompanying Warrants the expired on June 19, 2026. The number of shares of Class A Common Stock reported as beneficially owned herein represents (i) 1,807,229 shares of Class A Common Stock issuable upon conversion of $3,000,000 in the aggregate principal amount of the Convertible Note at the conversion price of $1.66 per share and (ii) 3,707,457 shares of Class A Common Stock issuable upon exercise of the Warrants issued on December 19, 2025, which became exercisable on June 19, 2026, for a total of 5,414,686 shares of Class A Common Stock. The source of funds for the Trust to purchase the Notes in the aggregate principal amount of $10,000,000 was cash held by the Trust at the time of the Financing. No additional consideration will be paid upon any conversion of the Convertible Notes into shares of Class A Common Stock. If the Trust exercises any Warrants, the source of funds for the Trust to exercise such Warrants will be cash held by the Trust at the time of such purchase.
Item 5.	Interest in Securities of the Issuer
(a)	The information contained on the cover pages to this Amendment and the information set forth or incorporated in Items 2, 4 and 6 of the Original Schedule 13D and Item 3 of this Amendment are incorporated herein by reference. Each of the Reporting Persons beneficially owns 5,414,686 shares of Class A Common Stock, which number includes (i) 1,807,229 shares of Class A Common Stock issuable upon the conversion of $3,000,000 in aggregate principal amount of the Convertible Note at a conversion price of $1.66 per share, and (ii) 3,707,457 shares of Class A Common Stock issuable upon the exercise of all Warrants at an exercise price of $2.00 per share. The shares described in clauses (i) and (ii) are deemed beneficially owned by the Reporting Persons pursuant to Rule 13d-3(d)(1)(i) under the Securities Exchange Act of 1934, as amended, because the Trust has the right to acquire beneficial ownership of such shares through a chain of rights entirely within the Trust's control, including (a) the Trust's right to convert the Convertible Note into shares of Class A Common Stock at any time and (b) the exercisability of all Warrants beginning on June 19, 2026. The shares of Class A Common Stock beneficially owned by the Reporting Persons represents 15.8% of the shares of Class A Common Stock issued and outstanding, which calculation is based on 28,945,961 shares of Class A Common Stock of the Company issued and outstanding as of April 28, 2026, as reported on the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 that was filed with the Securities and Exchange Commission on April 30, 2026. Each of Mr. Barach and Ms. Barach disclaims beneficial ownership of the shares of Class A Common Stock owned by the Trust, except to the extent of their pecuniary interest therein. As a result of the expiration at the close of business on June 19, 2026 of the Trust's right to acquire the Additional Convertible Notes in the aggregate principal amount of up to $2,000,000, in connection with which the Trust would have acquired additional Warrants to purchase up to 839,160 shares of Common Stock, the Reporting Persons are no longer deemed to beneficially own an aggregate of 2,043,979 shares of Common Stock, consisting of 1,204,819 shares that would have been issuable upon conversion of the Additional Convertible Notes and 839,160 shares that would have been issuable upon exercise of the related Warrants that would have been issued with the Additional Convertible Notes. The Reporting Persons continue to beneficially own 5,514,686 shares of Common Stock.
(b)	The information contained on the cover pages to this Amendment and the information set forth or incorporated in Items 2, 4 and 6 of the Original Schedule 13D and Item 3 of this Amendment are incorporated herein by reference. None of the Reporting Persons has the sole power to vote or to direct the vote, or the sole power to dispose or to direct the disposition of, any of the shares of Class A Common Stock owned by such Reporting Person. Each Reporting Person shares with the other Reporting Persons the power to vote or to direct the vote, or the power to dispose or to direct the disposition of, all 5,414,686 shares of Class A Common Stock owned by the Reporting Persons.
(c)	None of the Reporting Persons had any transactions in the Class A Common Stock (or securities convertible into or exercisable for shares of Class A Common Stock) during the past 60 days, except as described and referenced in Item 3 and Item 5(a) of this Amendment. There have been no acquisitions or dispositions of Class A Common Stock by the Reporting Persons since December 19, 2025, other than the Financing described in Item 3 and the expiration of rights to acquire Additional Convertible Notes and accompanying Warrants as described in Item 3 and Item 5(a).
(d)	None.
(e)	Not applicable.
Item 7.	Material to be Filed as Exhibits.
	1 Joint Filing Agreement, dated as of June 23, 2026, by and among Philip & Daniele Barach Family Trust, Philip A. Barach and Daniele Barach.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PHILIP & DANIELE BARACH FAMILY TRUST

Signature:	/s/ Philip A. Barach
Name/Title:	Philip A. Barach, Trustee of the Trust
Date:	06/23/2026

PHILIP A. BARACH

Signature:	/s/Philip A. Barach
Name/Title:	Philip A. Barach
Date:	06/23/2026

DANIELE BARACH

Signature:	/s/Daniele Barach
Name/Title:	Daniele Barach
Date:	06/23/2026

FAQ

What ownership stake in Celularity Inc. (CELU) do the Barach reporting persons disclose?

The Barach reporting persons disclose beneficial ownership of 5,514,686 shares of Celularity Class A common stock, representing 15.8% of the 28,945,961 shares outstanding as of April 28, 2026, based on the company’s Form 10-K disclosure.

How is the Barach group’s 5,514,686-share Celularity (CELU) stake structured?

The 5,514,686-share position comprises 1,807,229 shares issuable from a $3,000,000 convertible note at $1.66 per share and 3,707,457 shares issuable upon exercise of five-year warrants at $2.00 per share, all held by the Philip & Daniele Barach Family Trust.

What financing arrangements link the Barach Family Trust and Celularity (CELU)?

On December 19, 2025, Celularity issued the Trust a senior secured promissory note for $7,000,000 and a convertible secured promissory note for $3,000,000, plus five-year warrants to purchase 3,707,457 Class A shares, as part of a $10,000,000 financing package.

What rights related to additional Celularity (CELU) securities have expired for the Barach Trust?

At the close of business on June 19, 2026, the Trust’s right to acquire up to an additional $2,000,000 in convertible notes and related warrants expired, so they are no longer deemed to beneficially own 2,043,979 potential additional shares tied to those instruments.

Have the Barach reporting persons traded Celularity (CELU) stock recently?

The filing states there have been no acquisitions or dispositions of Celularity Class A common stock by the reporting persons since December 19, 2025, other than the December 2025 financing itself and the subsequent expiration of rights to acquire additional convertible notes and warrants.

Who holds voting and dispositive power over the reported Celularity (CELU) shares?

None of the reporting persons has sole voting or dispositive power. Each shares voting and dispositive power with the others over all 5,514,686 shares, which are held through the Philip & Daniele Barach Family Trust as described in the Schedule 13D/A amendment.