aibioCelularity sells $11.01 million of secured convertible notes in deal of up to $25.0 million
Tickers CELU
Celularity sold about $11.01 million of notes that convert at $1.50 a share, with warrants for about 4,037,000 shares. A second tranche of up to $10.0 million is available at the buyers' election through September 30, 2027.
Key facts
- Company
- Celularity Inc. (NASDAQ: CELU)
- News type
- Debt Financing
- Primary source
- Celularity Inc. 8-K (2026-09-28)
Celularity Inc. (Nasdaq: CELU) agreed on September 23, 2026 to sell up to $25.0 million of senior secured convertible promissory notes in two tranches, with warrants, according to a Form 8-K filed September 28, 2026. At the initial closing on September 24, 2026, the company issued notes with a principal amount of approximately $11.01 million, for gross cash proceeds of about the same amount before fees and expenses. Buyers also received warrants for about 4,037,000 shares of Class A common stock.
The notes convert at an initial price of $1.50 a share, and the warrants have the same exercise price and run for five years. The first tranche allows up to $15.0 million of notes, and a second tranche of up to $10.0 million is available at the purchasers' election through September 30, 2027, at a conversion and exercise price of $2.00. The 8-K does not name a placement agent or underwriter for the notes.
The terms and the lenders' protections
The notes bear interest at 10% a year, compounding annually. Interest accrues and is payable at maturity, which falls 24 months after issue, so no cash interest is due before then. An event of default raises the rate to 15%. Conversion and exercise prices can adjust downward for later lower-priced issues, but not below a floor of $1.25 a share. If Nasdaq stockholder approval under Listing Rule 5635 is not obtained by December 19, 2026, the conversion and exercise prices fall by 10%.
The notes are secured by a security agreement under which the company and certain subsidiaries granted a continuing lien to Philip Barach, as collateral agent for the purchasers. The purchasers' obligations rank pari passu under an intercreditor agreement, and the security interest is intended to be first priority once the security for pre-existing debt to the Philip & Daniele Barach Family Trust is released. The company must file a resale registration statement within 45 calendar days after September 23, 2026.
The Trust, Helena and the board
The company also amended and restated its $3.0 million senior secured convertible promissory note issued to the Philip & Daniele Barach Family Trust on December 19, 2025. The amended note converts at $1.50 a share, and the Trust's amended warrant covers up to 1,258,740 shares at $1.50 and expires on September 23, 2031. Under the Board Rights Agreement, Philip A. Barach joined the board on September 24, 2026. Geoffrey Ling, M.D., Ph.D. resigned the same day, and the 8-K says his resignation was not the result of any disagreement. The agreement provides for further board changes and imposes interim restrictions on how the company uses financing proceeds and on agreements above specified expenditure thresholds. A portion of the proceeds repaid the Trust's June 29, 2026 secured loan.
On September 18, 2026 the company settled with Helena Global Investment Opportunities 1 Ltd. Helena converted $1.197 million of principal under its Exchange Note at $1.71 a share, receiving 700,000 common shares. The company issued Helena an additional 2,000,000 shares. The 8-K says the deal resolves outstanding obligations and disputes under earlier financing and settlement arrangements. Helena waived the remaining $200,000 of installment payments and certain asserted liquidated damages over warrant share delivery. On November 16, 2026, if the company meets performance conditions, Helena will return part of the 2,000,000 shares under a make-whole provision tied to the closing price. If the company fails, Helena keeps all of them and may receive more. The company agreed to become current in its Exchange Act reporting by October 20, 2026.
The financial position
The company's 10-K, filed April 30, 2026, reports revenue of $26.6 million for 2025, down from $54.2 million for 2024. The net loss was $91.7 million in 2025, against $57.9 million in 2024. Research and development expense was $15.0 million in 2025, against $17.4 million a year earlier. Cash used in operations was $13.3 million in 2025, up from $6.4 million. Year-end 2024 cash and cash equivalents were $738,000.
The 8-K gives no cash balance at the date of the notes. Against those losses, the notes add a 10% coupon that compounds, a 15% default rate and a conversion price that can fall further on later issues.