SEC Form 4 · accession 0001104659-26-076681
Celularity Inc · CELU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Daniele Wolf Barach
10% Owner
Period of report
Jun 19, 2026
Accepted (ET)
Jun 23, 2026 · 10:12 am EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001752828
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NotesF1,F3 | $1.66 | Jun 19, 2026 | J | 1,204,819 | D | Dec 19, 2025 | Dec 31, 2026 | Class A Common Stock | 1,204,819 | 0 | I |
| WarrantsF1,F2,F3 | $2.00 | Jun 19, 2026 | J | 839,160 | D | Jun 19, 2026 | Dec 19, 2030 | Class A Common Stock | 839,160 | 0 | I |
| Convertible NotesF3 | $1.66 | holding | — | — | — | Dec 19, 2025 | Dec 31, 2026 | Class A Common Stock | 1,807,229 | 1,807,229 | I |
| WarrantsF3 | $2.00 | holding | — | — | — | Jun 19, 2026 | Dec 19, 2030 | Class A Common Stock | 3,707,457 | 3,707,457 | I |
Explanation of responses
- F1Represented 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.
- F2Represented 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.
- F3The Philip & Daniele Barach Family Trust (the "Trust") is or was the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of the Reporting Person's pecuniary interest therein.