Welcome to our dedicated page for Celularity SEC filings (Ticker: CELU), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Celularity Inc. (NASDAQ: CELU) files a range of documents with the U.S. Securities and Exchange Commission that provide detailed information on its regenerative and aging-related cellular medicine business. These SEC filings include annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and proxy statements, along with registration statements and other materials related to its capital structure and corporate actions.
For Celularity, periodic reports such as the 10-K and 10-Q describe its focus on advanced biomaterial products and placental-derived cell therapies, outline risk factors, and summarize its financial condition and results of operations. Current reports on Form 8-K disclose material events, including financing arrangements like private placements of Series A Convertible Preferred Stock with accompanying warrants, security agreements, and registration rights agreements, as well as balance sheet restructuring transactions involving the monetization and licensing of intellectual property assets.
Definitive proxy statements, such as the company’s DEF 14A, provide information on matters submitted to stockholders, including the election of directors, ratification of the independent registered public accounting firm, and amendments to equity incentive plans. These documents also discuss Celularity’s capital stock, governance practices, and executive compensation. Together, they offer a structured view of how the company manages its corporate affairs as a Nasdaq-listed issuer.
On this page, Celularity’s SEC filings are presented with real-time updates from EDGAR. Users can access 10-K and 10-Q reports for deeper insight into the company’s regenerative medicine platform and business units, review 8-K filings for recent financing and strategic transactions, and examine proxy materials for governance and equity plan details. AI-powered summaries help explain key terms in complex filings, highlight important provisions in instruments such as preferred stock designations and warrants, and make it easier to understand how specific disclosures may relate to Celularity’s placental-derived products, clinical programs, and financial position.
Celularity Inc filed a Form 3 showing that reporting person Philip Alan Barach is a more than ten percent beneficial owner through The Philip and Daniele Barach Family Trust. The Trust directly holds warrants and convertible notes that can be turned into Celularity Class A common stock.
The Trust holds warrants exercisable at $2.00 per share, covering 839,160 underlying shares in one block and 3,707,457 underlying shares in another, both expiring in 2030. It also holds convertible notes convertible at $1.66 per share into 1,204,819 and 1,807,229 underlying shares, respectively, with a 2026 expiration. Barach, as trustee, has voting and dispositive power but disclaims beneficial ownership beyond his economic interest.
Celularity Inc insider Daniele Wolf Barach filed an initial Form 3 showing indirect holdings through the Philip and Daniele Barach Family Trust. As trustee, she has independent power to vote and dispose of all securities held by the trust and may be deemed an indirect beneficial owner, while disclaiming beneficial ownership except for her pecuniary interest.
The trust holds warrants and convertible notes linked to Celularity Class A common stock. These positions include warrants with a $2.00 exercise price expiring in 2030 and convertible notes with a $1.66 conversion price expiring in 2026, as well as options to purchase additional notes and related warrants from the issuer. The filing reports existing derivative positions rather than new open-market trades.
Celularity Inc disclosed that the Philip & Daniele Barach Family Trust, a more than ten percent owner, holds derivative positions tied to Celularity’s Class A common stock. The filing lists existing holdings rather than new purchases or sales.
The trust holds warrants exercisable at $2.00 per share for up to 839,160 underlying shares expiring on December 19, 2030, plus additional warrants for 3,707,457 underlying shares on the same terms. It also holds convertible notes with a conversion price of $1.66 per share for 1,204,819 underlying shares and another block for 1,807,229 shares, both convertible into Class A common stock through December 31, 2026. A footnote explains that up to $2,000,000 in aggregate principal amount of additional convertible notes may be purchased by the trust, with related warrants obtainable until June 19, 2026.
Philip & Daniele Barach Family Trust and its co-trustees have filed an amended ownership report on Celularity Inc. The filing shows beneficial ownership of 7,558,665 shares of Celularity Class A common stock, representing 20.1% of the class based on 28,478,880 shares outstanding as of December 19, 2025.
The position is entirely made up of securities the Trust can acquire: $5,000,000 of convertible notes, convertible at $1.66 per share, and warrants covering 4,546,617 shares at a $2.00 exercise price. This stems from a December 19, 2025 financing where the Trust provided $7,000,000 in senior secured notes and $3,000,000 in convertible notes, with the option to purchase up to $2,000,000 more in convertible notes and receive additional warrants.
Celularity Inc. updated investors on its divestiture of its biomaterials business to NexGel and new financing developments. An amendment set total consideration at $13.3 million, including $8.3 million cash at closing and a $5.0 million convertible note, plus eligibility for up to $20.0 million in future milestone payments and royalties. The company reports the transaction allowed it to retire nearly $13.0 million of debt as it refocuses on its core cell therapy platform.
Separately, Helena Global exchanged preferred shares for a $1,970,502.58 convertible promissory note bearing 18% interest, maturing on October 16, 2026, and then delivered an event-of-default notice that Celularity believes stems from its late Form 10‑K filing. If uncured within five business days, Helena may accelerate payment of 115% of amounts owed and increase the interest rate to 15% on any outstanding principal. Celularity also announced leadership changes tied to its strategic realignment, including the termination of a senior vice president and the resignation of its president of degenerative diseases.
Celularity Inc. executive Stephen Brigido reported the vesting and conversion of 821 restricted stock units into Class A Common Stock on April 13, 2026. These RSUs were part of a 3,281-unit grant made on April 13, 2022, of which 25% vested on this date.
To cover taxes on the vesting, 268 shares of Class A Common Stock were withheld at a price of $1.28 per share, leaving a net increase of 553 shares from this event. Following these transactions, Brigido directly holds 9,474 shares of Celularity Class A Common Stock.
Celularity Inc Senior Executive Vice President John R. Haines reported the vesting and conversion of 1,641 restricted stock units (RSUs) into 1,641 shares of Class A common stock. The RSUs are part of a 6,562-unit grant made on April 13, 2022, of which 25% vested on April 13, 2026.
To cover tax obligations on this RSU vesting, 583 shares of Class A common stock were withheld at a price of $1.28 per share. After these compensation-related transactions, Haines directly owns 30,179 shares of Celularity Class A common stock. Each RSU is the economic equivalent of one share of Class A common stock.
Celularity Inc Chief Executive Officer Robert J. Hariri reported routine equity compensation activity involving restricted stock units (RSUs). On April 13, 2026, 3,281 RSUs granted on April 13, 2022 vested and converted into 3,281 shares of Class A Common Stock, representing 25% of a 13,123-RSU award.
To cover tax obligations on this vesting, 1,182 shares of Class A Common Stock were withheld at $1.28 per share, a non–open-market disposition. Following these transactions, Hariri directly holds 2,853,553 shares of Celularity Class A Common Stock.
Philip & Daniele Barach Family Trust reports beneficial ownership of 3,012,048 shares of Celularity Inc. Class A common stock, representing 9.56% of the outstanding Class A shares as of December 19, 2025. The position arises from a structured financing completed on that date.
Celularity issued the trust a $7,000,000 senior secured note and a $3,000,000 convertible secured note, along with five‑year warrants to purchase 3,707,457 shares at $2.00 per share. The convertible notes, including up to $2,000,000 in additional notes at the trust’s option, are convertible at $1.66 per share, which would result in 3,012,048 shares if fully converted.
The trust’s notes carry interest of 4% on the senior note and 8% on the convertible note, both with potential step‑ups to 12% upon defined events of default. The trust received first‑priority security interests over substantially all company assets for the senior note and over certain Qualified Financing proceeds for the convertible note, as well as registration rights and a non‑voting board observer right for Philip Barach.
Celularity Inc. entered a strategic asset purchase and exclusive license agreement with NexGel, Inc. for its commercial-stage biomaterials portfolio and certain development programs. The deal provides up to $35.0 million in cash consideration, including a $15.0 million upfront payment and up to $20.0 million in net sales–based milestone payments.
Celularity will be the exclusive manufacturer of the licensed products at its FDA-compliant facility, positioning it for ongoing manufacturing revenue and potential royalties on future net sales of certain development-stage products. The company is also realigning its organization, transitioning biomaterials personnel to the partner and further reducing its workforce to lower operating expenses and sharpen its focus on a longevity-focused cell therapy pipeline and scalable manufacturing platform.