Celularity Inc. has entered into a Securities Purchase Agreement to raise up to $25.0 million through the issuance of senior secured convertible promissory notes and warrants. The agreement was executed on September 23, 2026, and the company completed the initial closing on September 24, 2026.
Under the initial closing, Celularity issued $11.01 million in aggregate principal amount of notes and warrants to purchase approximately 4,037,000 shares of Class A Common Stock. The notes issued in this tranche are convertible into shares at an initial price of $1.50 per share. The company also amended and restated a $3.0 million note previously issued to the Philip & Daniele Barach Family Trust, which is now treated as part of this financing and carries a conversion price of $1.50 per share.
The financing is structured in two tranches. The first tranche provides for up to $15.0 million in aggregate principal amount of notes. The second tranche allows for an additional $10.0 million in notes, which may be issued at the election of the purchasers through September 30, 2027. Notes issued in the second tranche will have an initial conversion price of $2.00 per share.
The notes bear interest at a rate of 10% per annum, compounded annually, and mature 24 months after their original issue dates. Accrued interest is payable at maturity. The company has agreed to seek stockholder approval required under Nasdaq Listing Rule 5635. If such approval has not been obtained by December 19, 2026, the conversion and exercise prices for outstanding notes and warrants will automatically be reduced by 10%.
In connection with the transaction, the company and its subsidiaries granted a security interest in substantially all of their assets to the purchasers. Philip Barach was appointed as Collateral Agent and has been appointed to the company’s Board of Directors. Additionally, the company entered into a Settlement, Release and Termination Agreement with Helena Global Investment Opportunities 1 Ltd to resolve outstanding obligations. Under this settlement, Helena converted $1.197 million of principal into 700,000 shares and received an additional 2,000,000 shares as settlement consideration.
