Celularity secures $1 million loan from trust tied to major shareholder Philip Barach
The 8-K discloses a related-party loan agreement and the resignation of a board member, both dated late June 2026.
Celularity Inc. disclosed in an 8-K filing that on June 29, 2026, it entered into a Loan Agreement with the Philip & Daniele Barach Family Trust. The trust is affiliated with Philip Barach, whom the company identifies as a holder of more than five percent of its Class A common stock.1
Under the agreement, the trust agreed to lend the company $1,000,000.1 The loan carries a 4.0% annual interest rate, which can rise to 18.0% if the lender declares a default, and it comes due either 30 days after closing or when the company receives proceeds from a qualifying financing or strategic transaction, whichever is sooner.1
Repayment is backed by collateral: the loan is secured by a first-priority claim on nearly all of Celularity's personal property, with standard carve-outs for excluded assets and permitted liens, and it includes equipment already pledged under an existing security arrangement with Helena Global Investment Opportunities 1 Ltd.1 The agreement also includes standard representations, warranties, covenants, and default provisions.1
As part of closing the deal, Robert J. Hariri, M.D. signed a waiver and subordination agreement covering debt the company owes him.1 Celularity classified the loan as a related person transaction under Item 404(a) of Regulation S-K.1
Separately, the filing notes a board change: Vincent LeVien resigned from the company's Board of Directors effective June 26, 2026.1 The company stated his departure did not stem from any dispute over Celularity's operations, policies, or practices.1
The loan agreement itself is attached as Exhibit 10.1 to the filing, which was signed on June 30, 2026 by K. Harold Fletcher, Chief Legal & Strategy Officer.
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