Celularity raises $11.01 million through convertible notes, settles with Helena

Celularity Inc. filed a Form 8-K reporting events beginning September 18, 2026, with the document signed on September 28, 2026. On September 23, 2026, the company entered into a Securities Purchase Agreement allowing it to issue up to $25.0 million in senior secured convertible promissory notes and warrants in two tranches.¹ The following day, Celularity completed an initial closing, issuing notes totaling approximately $11.01 million in principal for equivalent gross cash proceeds, along with warrants for roughly 4,037,000 shares.¹

Notes from the initial closing carry a conversion price of $1.50 per share and are convertible into about 7,340,000 shares, with attached warrants at the same exercise price.¹ The notes bear 10% annual interest, compounding, and mature 24 months from issuance, with interest due at maturity.¹

Celularity also amended and restated its existing $3.0 million note held by the Philip & Daniele Barach Family Trust, originally issued December 19, 2025, setting the same $1.50 conversion price and 10% interest rate.¹ Philip A. Barach was appointed to the Board effective September 24, 2026, under a related Board Rights Agreement.¹ Separately, Geoffrey Ling, M.D., Ph.D. resigned from the Board effective the same date.¹

On the Helena matter, Celularity entered a Settlement, Release and Termination Agreement with Helena Global Investment Opportunities 1 Ltd on September 18, 2026, under which Helena converted $1.197 million of principal into 700,000 shares at $1.71 per share, and received an additional 2,000,000 shares as settlement consideration.¹ Celularity agreed to become current in its Exchange Act reporting obligations by October 20, 2026.¹