Welcome to our dedicated page for Celularity SEC filings (Ticker: CELUW), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Celularity Inc.'s SEC filings document material events for a regenerative and cellular medicine company with listed common stock and public warrants, including CELUW. The filings describe warrant terms exercisable for one-tenth of a share of Class A common stock, capital-structure disclosures, material agreements, and operating and financial results.
Recent Form 8-K disclosures also cover governance and executive-compensation matters, finance leadership changes, clinical or regulatory updates, and shareholder or security-structure matters tied to Celularity's placental-derived cell therapy and biologics business.
Celularity Inc. entered into a new secured loan agreement with the Philip & Daniele Barach Family Trust, a trust affiliated with a holder of more than five percent of its Class A common stock. The trust will lend $1,000,000 to Celularity at a 4.0% annual interest rate, rising to 18.0% upon an event of default at the lender’s election. The loan is secured by a first-priority security interest in substantially all of the company’s personal property and matures on the earlier of 30 days after closing or Celularity’s receipt of gross proceeds from certain financing or strategic transactions.
The agreement includes customary representations, covenants and events of default, and was structured as a related person transaction. Separately, effective June 26, 2026, board member Vincent LeVien resigned from the Board of Directors, and Celularity stated his resignation was not due to any disagreement over operations, policies or practices.
Celularity Inc. named two long-time senior executives to new top roles. Effective June 19, 2026, the Board appointed Steven N. Gordon, Esq. as Chief Operating and Administrative Officer and also elected him to the Board of Directors. He has been EVP, Business Affairs since January 2026 and has worked on the company’s financing, restructuring and strategic initiatives.
The Board also appointed K. Harold Fletcher, Esq. as Chief Legal and Strategy Officer and Corporate Secretary, after serving as EVP, Legal and Strategy and previously as General Counsel and Chief Compliance Officer. The company states there are no family relationships or special arrangements related to these appointments, and that any detailed compensation terms or related-party transactions will be described in later filings if required.
The Philip & Daniele Barach Family Trust, a 10% owner of Celularity Inc., reported changes in its derivative positions. The trust’s option to purchase up to $2,000,000 in convertible notes, which were convertible into 1,807,229 shares of Class A common stock, expired pursuant to its terms on June 19, 2026 without any consideration paid. A related option to obtain up to 839,160 warrants also expired on that date. The filing also lists continuing holdings of warrants and convertible notes that are convertible into 3,707,457 and 1,807,229 shares of Class A common stock, respectively.
Celularity Inc ten percent owner reports expiration of financing options held through a family trust. The Philip & Daniele Barach Family Trust previously held options to purchase up to $2,000,000 in aggregate principal amount of convertible notes and to obtain up to 839,160 related warrants for Celularity Class A common stock.
These options expired according to their terms on June 19, 2026, and the expiration occurred with no consideration paid. The trust is or was the direct owner of all securities reported, while Philip Alan Barach is a trustee with independent voting and disposition power and may be deemed an indirect beneficial owner, subject to his pecuniary interest.
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.
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.
Celularity Inc. reported that Nasdaq notified the company on June 9, 2026 that its Market Value of Listed Securities has been below the required $35 million minimum for 30 consecutive business days, triggering a continued listing deficiency under Nasdaq Listing Rule 5550(b)(2).
The company has 180 calendar days, until December 7, 2026, to regain compliance by maintaining a market value of listed securities of at least $35.0 million for 10 consecutive business days. Celularity is evaluating potential actions and may also consider raising stockholders’ equity to at least $2.5 million to meet an alternative Nasdaq standard, but there is no assurance it will maintain its Nasdaq Capital Market listing.
Celularity Inc. entered into a Settlement Agreement with Helena Global Investment Opportunities 1 Ltd. to resolve disputes tied to earlier financing documents, including a Securities Purchase Agreement and a Convertible Promissory Note. Helena had previously exchanged Series A Convertible Preferred Stock for a note and delivered a notice of event of default.
Under the settlement, Helena surrendered its Series A Convertible Preferred Stock, while Celularity agreed to pay $500,000 immediately and five consecutive monthly payments of $100,000, assign certain rights under a $2,500,000 promissory note, and amend an existing security agreement. Helena’s release of claims depends on Celularity satisfying specified release conditions.
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.