Celularity takes $1,000,000 secured loan from Barach family trust

Celularity Inc. entered into a Loan Agreement on June 29, 2026 with the Philip & Daniele Barach Family Trust, as lender. The company's Form 8-K, dated June 26, 2026 and signed on June 30, 2026 by Chief Legal and Strategy Officer K. Harold Fletcher, says the trust is affiliated with Philip Barach, whom the company knows to be a beneficial owner of more than five percent of its Class A common stock. The lender agreed to make a secured loan of $1,000,000. The filing names no placement agent, underwriter or advisor.

Terms of the loan

The loan bears interest at 4.0% a year. The rate rises to 18.0% a year after an event of default, at the lender's election. It matures on the earlier of 30 days after closing and the company's receipt of gross proceeds from certain financing or other strategic transactions. The 8-K does not describe a use of proceeds.

The loan is secured by a first-priority security interest in substantially all of the company's personal property, subject to customary excluded assets and permitted liens. That includes equipment and other assets already subject to a security interest in favor of Helena Global Investment Opportunities 1 Ltd. The loan agreement also contains customary representations, warranties, covenants and events of default.

As a condition to funding, Robert J. Hariri, M.D. entered into a waiver and subordination agreement covering indebtedness the company owes him. The filing says the loan is a related person transaction under Item 404(a) of Regulation S-K. It does not say what Hariri is owed, and it does not give the size of the debt he waived and subordinated.

Board change

The same 8-K reports that Vincent LeVien resigned from the company's board of directors, effective June 26, 2026. It says the resignation was not the result of any disagreement with the company about its operations, policies or practices.

The business

The 10-K filed April 30, 2026 describes Celularity as a cellular and regenerative medicine company. It develops off-the-shelf therapies from the post-partum human placenta, with a focus on age-related degenerative disease. One of its cell candidates, cenplacel-L, an MLASC product, has what the company calls encouraging data in Phase 1 and Phase 2 studies. The 10-K's business section gives no patient numbers, endpoints or statistical results for those studies, so the claim cannot be checked from it. The company says it is selectively advancing programs with a longevity focus.

The company also markets commercial placental-derived biomaterial products. Those include Biovance, Biovance 3L, Biovance 3L Ocular, Interfyl, CentaFlex and Rebound. The 10-K says the company is expanding its biomaterials pipeline toward regulatory submissions. Those descriptions are the company's own.

Revenue, losses and cash use

The company reports revenue of $26.6 million for 2025, down from $54.2 million for 2024. It reports a net loss of $91.7 million for 2025, against $57.9 million for 2024. Research and development expense was $15.0 million in 2025 and $17.4 million in 2024. Cash used in operations was $13.3 million in 2025, up from $6.4 million in 2024.

Cash and cash equivalents were $738,000 at the end of 2024. The 8-K gives no cash balance, so the $1,000,000 loan cannot be measured against cash on hand. It is small beside a net loss of $91.7 million for 2025, and revenue fell in 2025 from the year before.

What comes next

The loan matures no later than 30 days after closing, or earlier if the company receives gross proceeds from a qualifying financing or strategic transaction. The 8-K does not say what financing or transaction would trigger repayment, and it does not name the company's next financing.

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