SEC Form 4 · accession 0001104659-26-111028
Celularity Inc · CELU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Philip & Daniele Barach Family Trust
10% Owner
Period of report
Sep 23, 2026
Accepted (ET)
Sep 25, 2026 · 4:59 pm 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 | $1.50 | Sep 23, 2026 | J | 192,771 | A | Sep 23, 2026 | Sep 23, 2028 | Class A Common Stock | 2,000,000 | 2,000,000 | D |
| Convertible NotesF3 | $1.50 | Sep 23, 2026 | J | 2,140,000 | A | Sep 23, 2026 | Sep 23, 2028 | Class A Common Stock | 2,140,000 | 2,140,000 | D |
| WarrantsF3,F4 | $1.50 | Sep 23, 2026 | J | 1,177,000 | A | Sep 23, 2026 | Sep 23, 2031 | Class A Common Stock | 1,177,000 | 1,177,000 | D |
| Convertible NotesF5 | $2.00 | Sep 23, 2026 | J | 1,457,765 | A | Sep 23, 2026 | Sep 30, 2027 | Class A Common Stock | 1,457,765 | 1,457,765 | D |
| WarrantsF5,F6 | $2.00 | Sep 23, 2026 | J | 1,457,765 | A | Sep 23, 2026 | Sep 30, 2027 | Class A Common Stock | 1,457,765 | 1,457,765 | D |
| WarrantsF2 | $1.50 | holding | — | — | — | Sep 23, 2026 | Sep 23, 2031 | Class A Common Stock | 1,258,740 | 1,258,740 | D |
| Warrants | $2.00 | holding | — | — | — | Jun 19, 2026 | Dec 19, 2030 | Class A Common Stock | 2,448,917 | 2,448,917 | D |
Explanation of responses
- F1Represents the amendment and restatement on September 23, 2026 of an existing convertible note of the Issuer in which the applicable conversion price was reduced from $1.66 per share to $1.50 per share and the maturity date was extended from December 31, 2026 to September 23, 2028, as a result of which the number of shares issuable upon conversion of such note was increased from 1,807,229 to 2,000,000. No additional consideration was paid in connection with such amendment and restatement.
- F2Represents the amendment and restatement on September 23, 2026 of existing warrants of the Issuer in which exercise price of such warrants was reduced from $2.00 per share to $1.50 per share and the termination date of such warrants was extended to September 23, 2031. No additional consideration was paid in connection with such amendment and restatement.
- F3Represents shares of Class A Common Stock issuable upon the conversion of $3,210,000 in aggregate principal amount of convertible notes (the "September 2026 Notes") that the Reporting Person purchased from the Issuer for such an amount of cash on September 23, 2026.
- F4Represents shares of Class A Common Stock issuable upon the exercise of 1,177,000 warrants that the Reporting Person obtained from the Issuer in connection with the issuance of the September 2026 Notes. No additional consideration was paid in connection with the issuance of such warrants.
- F5Represents shares of Class A Common Stock issuable upon the conversion of up to $2,915,531 in aggregate principal amount of convertible notes (the "September 2027 Notes") that the Reporting Person has the option to purchase from the Issuer at any time until September 30, 2027. Such option is a contractual right granted by the Issuer in connection with the issuance of the September 2026 Notes for, which no additional consideration was paid.
- F6Represents shares of Class A Common Stock issuable upon the exercise of up to 1,457,765 warrants that the Reporting Person has the option to obtain from the Issuer for in connection with the issuance of September 2027 Notes at any time until September 30, 2027. Such option is a contractual right granted by the Issuer in connection with the issuance of the September 2026 Notes for, which no additional consideration was paid.