Welcome to our dedicated page for Celularity SEC filings (Ticker: CELUW), 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.
This page compiles SEC filings for Celularity Inc. related to its publicly traded warrants under the symbol CELUW, alongside disclosures for its Class A common stock (CELU). Celularity is a regenerative and aging-related cellular medicine company that develops placenta-derived biomaterial products and cell therapies, and its regulatory filings provide detailed information on how these activities intersect with its capital structure, including warrants, debt, and equity financings.
Investors researching CELUW can review current reports on Form 8-K describing material definitive agreements, such as securities purchase agreements for private placements of common stock and warrants, promissory notes secured by company assets, and warrant repricing or adjustment arrangements. Filings also outline the terms of listed warrants, including that each CELUW warrant is exercisable for a fraction of a share of Class A common stock at a stated exercise price, subject to the specific conditions in the warrant agreements attached as exhibits.
Celularity’s filings further describe significant balance sheet and intellectual property transactions, including an Asset Purchase Agreement with Celeniv Pte. Ltd. and a related License Agreement that retired senior secured debt while granting Celularity an exclusive, royalty-bearing license and an option to repurchase the sold intellectual property. Other filings discuss Nasdaq Listing Rule 5250(c)(1) compliance, including notices regarding delayed Form 10-Q reports and subsequent confirmation of compliance after the company filed its quarterly reports.
On Stock Titan, SEC documents such as 10-Qs, 10-Ks, and 8-Ks are updated from EDGAR and can be paired with AI-powered summaries that explain key terms, highlight warrant and equity mechanics, and surface notable changes in obligations or ownership structures. Users can also examine warrant-related exhibits and other equity-linked agreements to understand how CELUW interacts with CELU common stock and how new financings or restructurings may affect existing securities.
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 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 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.
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.
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. 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. 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 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.
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.
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.
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.
Celularity Inc. reported a leadership change in its finance organization. On February 27, 2026, Joseph DosSantos, who was serving as Senior Vice President of Finance and Acting Chief Financial Officer, left the company for personal reasons. On the same date, the company appointed John Sprague as its new Acting Chief Financial Officer. Celularity’s Class A common stock and warrants continue to trade on The Nasdaq Stock Market under the symbols CELU and CELUW.
Celularity Inc. reported a leadership change in its finance organization. On February 27, 2026, Joseph DosSantos, who was serving as Senior Vice President of Finance and Acting Chief Financial Officer, left the company for personal reasons. On the same date, the company appointed John Sprague as its new Acting Chief Financial Officer. Celularity’s Class A common stock and warrants continue to trade on The Nasdaq Stock Market under the symbols CELU and CELUW.