[8-K] Celularity Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Celularity Inc. (Nasdaq: CELU) filed an 8-K reporting that on 21 Jul 2025 it entered into a new secured financing.

• Issued a $6.812 million promissory note to a single investor. The note carries 2% annual interest and matures on 21 Mar 2026 (≈8 months).
• The note is secured by a first-priority lien on all company assets.
• The investor also received a warrant for 3.7 million Class A shares exercisable at $2.528 per share for five years; the window is tolled if CFIUS clearance is needed.
• A portion of the proceeds must be used to fully retire Celularity’s March 2023 loan from C.V. Starr & Co.

The low-cost debt improves near-term liquidity and allows repayment of legacy borrowing, but the blanket lien and short maturity could restrict flexibility. Full warrant exercise would raise up to ≈$9.3 million in equity yet materially dilute existing holders.

Positive

• $6.8 million of fresh capital secured at a low 2% interest rate
• Proceeds earmarked to retire existing Starr loan, potentially reducing overall cost of capital
• Warrants could generate an additional $9.3 million in equity if exercised

Negative

• Issuance of 3.7 million warrants introduces dilution risk for current shareholders
• Promissory note is secured by all company assets, limiting collateral for future borrowing
• Short March 2026 maturity may create near-term refinancing pressure

Insights

Financial Analyst

TL;DR: Low-cost cash bolsters runway but secured note plus warrants add leverage and dilution.

The 2% coupon is attractively priced, suggesting the investor perceives limited credit risk. Repaying the Starr loan may lower aggregate financing cost and remove covenants tied to that facility. However, pledging all assets reduces optionality for future secured borrowings, and the March 2026 maturity forces refinancing within the next nine months. The 3.7 million warrants—~9% of basic shares outstanding based on recent filings—create overhang until exercised or expired. Net impact: modestly positive for liquidity, neutral for valuation.

Risk Analyst

TL;DR: Transaction shifts debt structure but adds collateral risk and potential equity dilution.

The blanket lien means lenders now sit ahead of unsecured creditors, elevating recovery risk for other stakeholders. Short-dated maturity concentrates refinancing risk into H1 2026. While the warrant strike sits 35-40% above recent market levels, any sustained rally would trigger dilution. Overall, the filing is not materially adverse but does heighten capital-structure complexity.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2025

Celularity Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-38914		83-1702591
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

170 Park Ave Florham Park, New Jersey		07932
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (908) 768-2170

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share		CELU		The Nasdaq Stock Market LLC
Warrants, each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share		CELUW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On July 21, 2025, Celularity Inc. (the “Company”) issued a promissory note in the aggregate principal amount of $6,812,230 (the “Note”) to an investor (the “Investor”). In addition, the Investor received a warrant to purchase 3,700,000 shares of Class A common stock of the Company (the “Warrant”). The Warrant is exercisable at $2.528 per share for five (5) years from the date of issuance ( or if Purchaser reasonably determines in its sole discretion that clearance from the Committee on Foreign Investment in the United States is required for the Warrant exercise, five (5) years from the date of such clearance).

The Note bears interest at 2% per annum and has a maturity date of March 21, 2026. In addition, the Note is secured by a security interest on all of the Company’s assets. The Company has agreed with the Purchaser that a portion of the net proceeds from the issuance of the Note will be used to fully settle the principal and all accrued interest of the loan from C.V. Starr & Co. (“Starr”) pursuant to the loan agreement between the Company and Starr dated March 17, 2023.

The foregoing descriptions of terms and conditions of the Note and the Warrant do not purport to be complete and are qualified in their entirety by the full text of the form of Note and form of Warrant, which are attached hereto as Exhibits 10.1 and 10.2, respectively.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Form of Promissory Note
10.2		Form of Warrant
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	CELULARITY INC.
Dated: August 1, 2025
	By:	/s/ Robert J. Hariri
	Name:	Robert J. Hariri, M.D., Ph.D.
	Title:	Chairman and CEO

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FAQ

How much new debt did Celularity (CELU) issue?

The company issued a $6,812,230 promissory note.

What are the terms of the new CELU note?

It bears 2% annual interest, is secured by all assets, and matures on 21 Mar 2026.

How many warrants were granted and at what price?

The investor received 3,700,000 warrants exercisable at $2.528 per share.

How long are the CELU warrants exercisable?

Five years from issuance, with extension to five years after any required CFIUS clearance.

What will Celularity do with the note proceeds?

A portion will fully settle the March 2023 loan from C.V. Starr & Co.

Is the financing expected to dilute existing shareholders?

Yes. Exercising the 3.7 million warrants would expand the share count, diluting current ownership.