Celularity holder lets $2M note option expire
The Philip & Daniele Barach Family Trust, a 10% owner of Celularity Inc., reported changes in its derivative positions.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
4
Rhea-AI Filing Summary
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.
Insider Trade Summary
Other: 2,043,979 shares
Other
4 txns
Insider
Philip & Daniele Barach Family Trust
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 contracts (Direct);
Warrants — 3,707,457 contracts (Direct)
Footnotes (2)
- 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.
Key Figures
Convertible note option size: $2,000,000 principal
Shares issuable from expired note option: 1,807,229 shares
Expired warrant rights: 839,160 warrants
+2 more
5 metrics
Convertible note option size
$2,000,000 principal
Aggregate principal amount of notes option that expired June 19, 2026
Shares issuable from expired note option
1,807,229 shares
Class A common stock issuable upon conversion of notes subject to expired option
Expired warrant rights
839,160 warrants
Warrants that could have been obtained in connection with purchasing the notes
Warrants still held
3,707,457 underlying shares
Class A common stock underlying warrants at $2.0000, expiring December 19, 2030
Convertible notes still held
1,807,229 underlying shares
Class A common stock underlying notes at $1.6600, expiring December 31, 2026
Key Terms
Convertible Notes, aggregate principal amount, Warrants, Class A Common Stock, +1 more
5 terms
Convertible Notes financial
"Represented shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes"
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.
aggregate principal amount financial
"up to $2,000,000 in aggregate principal amount of convertible notes"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
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.
Class A Common Stock financial
"Represented shares of Class A Common Stock issuable upon the conversion of up to $2,000,000"
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
option to purchase financial
"the Reporting Person had the option to purchase from the Issuer at any time until June 19, 2026"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did the Philip & Daniele Barach Family Trust report in the Celularity (CELU) Form 4?
The trust reported the expiration of options to purchase convertible notes and related warrants, and disclosed its remaining holdings of warrants and convertible notes linked to Celularity Class A common stock.
How large was the Celularity (CELU) convertible note option held by the Barach Family Trust?
The option covered up to $2,000,000 in aggregate principal amount of convertible notes, which were issuable into 1,807,229 shares of Celularity Class A common stock before the option expired on June 19, 2026.
What happened to the Celularity (CELU) warrant rights linked to the Barach Family Trust’s notes?
The trust’s ability to obtain up to 839,160 warrants, tied to its option to purchase the convertible notes, expired on June 19, 2026 when the notes purchase option lapsed according to its terms.
What derivative securities does the Barach Family Trust still hold in Celularity (CELU)?
The filing lists warrants exercisable into 3,707,457 shares of Class A common stock at $2.0000 per share, expiring on December 19, 2030, and convertible notes into 1,807,229 shares at $1.6600, expiring December 31, 2026.
Did the Barach Family Trust pay or receive consideration when its Celularity (CELU) note option expired?
No consideration was paid in connection with the expiration of the trust’s option to purchase up to $2,000,000 of Celularity convertible notes; the option simply expired pursuant to its terms on June 19, 2026.
AI-generated analysis. How Rhea-AI works. Not financial advice.
