Celularity Inc SEC Filings

Celularity Inc. notified the SEC via Form 12b-25 that it will not timely file its Quarterly Report on Form 10-Q for the three months ended March 31, 2026 due to constraints in its liquidity position and financial accounting staffing levels, and plans to file the report as soon as practicable.

Celularity Inc. files an annual report describing a placenta-based cellular and regenerative medicine business alongside commercial biomaterials and biobanking operations. The company develops off‑the‑shelf placental cell therapies and advanced wound-care biomaterials, and also provides contract manufacturing and development services from a 147,215 square foot Florham Park, New Jersey facility.

As of December 31, 2025, Celularity had cash and cash equivalents of $6.2 million and reported a net loss of $91.7 million for 2025, with an accumulated deficit of $991.5 million, raising substantial doubt about its ability to continue as a going concern. Management states it must obtain additional capital through equity, debt or strategic transactions to fund operations beyond the next 12 months and notes recent headcount and salary reductions in early 2026 to conserve cash. The company’s current revenues come primarily from biomaterials and biobanking, and it is prioritizing longevity‑focused placental cell therapies, expansion of its biomaterials pipeline and licensing or partnering older cell‑therapy assets.

Celularity Inc. files an annual report describing a placenta-based cellular and regenerative medicine business alongside commercial biomaterials and biobanking operations. The company develops off‑the‑shelf placental cell therapies and advanced wound-care biomaterials, and also provides contract manufacturing and development services from a 147,215 square foot Florham Park, New Jersey facility.

As of December 31, 2025, Celularity had cash and cash equivalents of $6.2 million and reported a net loss of $91.7 million for 2025, with an accumulated deficit of $991.5 million, raising substantial doubt about its ability to continue as a going concern. Management states it must obtain additional capital through equity, debt or strategic transactions to fund operations beyond the next 12 months and notes recent headcount and salary reductions in early 2026 to conserve cash. The company’s current revenues come primarily from biomaterials and biobanking, and it is prioritizing longevity‑focused placental cell therapies, expansion of its biomaterials pipeline and licensing or partnering older cell‑therapy assets.

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.

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.

Celularity Inc insider Daniele Wolf Barach filed an initial Form 3 showing indirect holdings through the Philip and Daniele Barach Family Trust. As trustee, she has independent power to vote and dispose of all securities held by the trust and may be deemed an indirect beneficial owner, while disclaiming beneficial ownership except for her pecuniary interest.

The trust holds warrants and convertible notes linked to Celularity Class A common stock. These positions include warrants with a $2.00 exercise price expiring in 2030 and convertible notes with a $1.66 conversion price expiring in 2026, as well as options to purchase additional notes and related warrants from the issuer. The filing reports existing derivative positions rather than new open-market trades.

Celularity Inc insider Daniele Wolf Barach filed an initial Form 3 showing indirect holdings through the Philip and Daniele Barach Family Trust. As trustee, she has independent power to vote and dispose of all securities held by the trust and may be deemed an indirect beneficial owner, while disclaiming beneficial ownership except for her pecuniary interest.

The trust holds warrants and convertible notes linked to Celularity Class A common stock. These positions include warrants with a $2.00 exercise price expiring in 2030 and convertible notes with a $1.66 conversion price expiring in 2026, as well as options to purchase additional notes and related warrants from the issuer. The filing reports existing derivative positions rather than new open-market trades.

Celularity Inc disclosed that the Philip & Daniele Barach Family Trust, a more than ten percent owner, holds derivative positions tied to Celularity’s Class A common stock. The filing lists existing holdings rather than new purchases or sales.

The trust holds warrants exercisable at $2.00 per share for up to 839,160 underlying shares expiring on December 19, 2030, plus additional warrants for 3,707,457 underlying shares on the same terms. It also holds convertible notes with a conversion price of $1.66 per share for 1,204,819 underlying shares and another block for 1,807,229 shares, both convertible into Class A common stock through December 31, 2026. A footnote explains that up to $2,000,000 in aggregate principal amount of additional convertible notes may be purchased by the trust, with related warrants obtainable until June 19, 2026.

Celularity Inc disclosed that the Philip & Daniele Barach Family Trust, a more than ten percent owner, holds derivative positions tied to Celularity’s Class A common stock. The filing lists existing holdings rather than new purchases or sales.

The trust holds warrants exercisable at $2.00 per share for up to 839,160 underlying shares expiring on December 19, 2030, plus additional warrants for 3,707,457 underlying shares on the same terms. It also holds convertible notes with a conversion price of $1.66 per share for 1,204,819 underlying shares and another block for 1,807,229 shares, both convertible into Class A common stock through December 31, 2026. A footnote explains that up to $2,000,000 in aggregate principal amount of additional convertible notes may be purchased by the trust, with related warrants obtainable until June 19, 2026.

Philip & Daniele Barach Family Trust and its co-trustees have filed an amended ownership report on Celularity Inc. The filing shows beneficial ownership of 7,558,665 shares of Celularity Class A common stock, representing 20.1% of the class based on 28,478,880 shares outstanding as of December 19, 2025.

The position is entirely made up of securities the Trust can acquire: $5,000,000 of convertible notes, convertible at $1.66 per share, and warrants covering 4,546,617 shares at a $2.00 exercise price. This stems from a December 19, 2025 financing where the Trust provided $7,000,000 in senior secured notes and $3,000,000 in convertible notes, with the option to purchase up to $2,000,000 more in convertible notes and receive additional warrants.

Philip & Daniele Barach Family Trust and its co-trustees have filed an amended ownership report on Celularity Inc. The filing shows beneficial ownership of 7,558,665 shares of Celularity Class A common stock, representing 20.1% of the class based on 28,478,880 shares outstanding as of December 19, 2025.

The position is entirely made up of securities the Trust can acquire: $5,000,000 of convertible notes, convertible at $1.66 per share, and warrants covering 4,546,617 shares at a $2.00 exercise price. This stems from a December 19, 2025 financing where the Trust provided $7,000,000 in senior secured notes and $3,000,000 in convertible notes, with the option to purchase up to $2,000,000 more in convertible notes and receive additional warrants.

Celularity Inc. updated investors on its divestiture of its biomaterials business to NexGel and new financing developments. An amendment set total consideration at $13.3 million, including $8.3 million cash at closing and a $5.0 million convertible note, plus eligibility for up to $20.0 million in future milestone payments and royalties. The company reports the transaction allowed it to retire nearly $13.0 million of debt as it refocuses on its core cell therapy platform.

Separately, Helena Global exchanged preferred shares for a $1,970,502.58 convertible promissory note bearing 18% interest, maturing on October 16, 2026, and then delivered an event-of-default notice that Celularity believes stems from its late Form 10‑K filing. If uncured within five business days, Helena may accelerate payment of 115% of amounts owed and increase the interest rate to 15% on any outstanding principal. Celularity also announced leadership changes tied to its strategic realignment, including the termination of a senior vice president and the resignation of its president of degenerative diseases.

Celularity Inc. updated investors on its divestiture of its biomaterials business to NexGel and new financing developments. An amendment set total consideration at $13.3 million, including $8.3 million cash at closing and a $5.0 million convertible note, plus eligibility for up to $20.0 million in future milestone payments and royalties. The company reports the transaction allowed it to retire nearly $13.0 million of debt as it refocuses on its core cell therapy platform.

Separately, Helena Global exchanged preferred shares for a $1,970,502.58 convertible promissory note bearing 18% interest, maturing on October 16, 2026, and then delivered an event-of-default notice that Celularity believes stems from its late Form 10‑K filing. If uncured within five business days, Helena may accelerate payment of 115% of amounts owed and increase the interest rate to 15% on any outstanding principal. Celularity also announced leadership changes tied to its strategic realignment, including the termination of a senior vice president and the resignation of its president of degenerative diseases.

Celularity Inc. executive Stephen Brigido reported the vesting and conversion of 821 restricted stock units into Class A Common Stock on April 13, 2026. These RSUs were part of a 3,281-unit grant made on April 13, 2022, of which 25% vested on this date.

To cover taxes on the vesting, 268 shares of Class A Common Stock were withheld at a price of $1.28 per share, leaving a net increase of 553 shares from this event. Following these transactions, Brigido directly holds 9,474 shares of Celularity Class A Common Stock.

Celularity Inc. executive Stephen Brigido reported the vesting and conversion of 821 restricted stock units into Class A Common Stock on April 13, 2026. These RSUs were part of a 3,281-unit grant made on April 13, 2022, of which 25% vested on this date.

To cover taxes on the vesting, 268 shares of Class A Common Stock were withheld at a price of $1.28 per share, leaving a net increase of 553 shares from this event. Following these transactions, Brigido directly holds 9,474 shares of Celularity Class A Common Stock.

Celularity Inc Senior Executive Vice President John R. Haines reported the vesting and conversion of 1,641 restricted stock units (RSUs) into 1,641 shares of Class A common stock. The RSUs are part of a 6,562-unit grant made on April 13, 2022, of which 25% vested on April 13, 2026.

To cover tax obligations on this RSU vesting, 583 shares of Class A common stock were withheld at a price of $1.28 per share. After these compensation-related transactions, Haines directly owns 30,179 shares of Celularity Class A common stock. Each RSU is the economic equivalent of one share of Class A common stock.

Celularity Inc Senior Executive Vice President John R. Haines reported the vesting and conversion of 1,641 restricted stock units (RSUs) into 1,641 shares of Class A common stock. The RSUs are part of a 6,562-unit grant made on April 13, 2022, of which 25% vested on April 13, 2026.

To cover tax obligations on this RSU vesting, 583 shares of Class A common stock were withheld at a price of $1.28 per share. After these compensation-related transactions, Haines directly owns 30,179 shares of Celularity Class A common stock. Each RSU is the economic equivalent of one share of Class A common stock.

Celularity Inc Chief Executive Officer Robert J. Hariri reported routine equity compensation activity involving restricted stock units (RSUs). On April 13, 2026, 3,281 RSUs granted on April 13, 2022 vested and converted into 3,281 shares of Class A Common Stock, representing 25% of a 13,123-RSU award.

To cover tax obligations on this vesting, 1,182 shares of Class A Common Stock were withheld at $1.28 per share, a non–open-market disposition. Following these transactions, Hariri directly holds 2,853,553 shares of Celularity Class A Common Stock.

Celularity Inc Chief Executive Officer Robert J. Hariri reported routine equity compensation activity involving restricted stock units (RSUs). On April 13, 2026, 3,281 RSUs granted on April 13, 2022 vested and converted into 3,281 shares of Class A Common Stock, representing 25% of a 13,123-RSU award.

To cover tax obligations on this vesting, 1,182 shares of Class A Common Stock were withheld at $1.28 per share, a non–open-market disposition. Following these transactions, Hariri directly holds 2,853,553 shares of Celularity Class A Common Stock.