Philip & Daniele Barach Family Trust Acquires 9.56% Stake in Celularity Inc. via Convertible Debt Financing

On December 19, 2025, the Philip & Daniele Barach Family Trust entered into a significant financing agreement with Celularity Inc. (CELU). The transaction involved the issuance of a $7,000,000 senior secured promissory note and a $3,000,000 convertible secured promissory note. Additionally, the Trust received warrants to purchase over 3.7 million shares of Class A Common Stock. Under the terms of the agreement, the Trust has the right to purchase an additional $2,000,000 in convertible notes. The reported beneficial ownership of 3,012,048 shares (9.56%) assumes the full conversion of $5,000,000 in principal amount of convertible notes at a conversion price of $1.66 per share. As part of the financing, the Trust was granted a first-priority security interest in substantially all of the company's assets and received board observer rights, with Philip Barach designated as the initial observer. The filing also includes a registration rights agreement covering the underlying securities. The reporting persons, including trustees Philip and Daniele Barach, intend to evaluate their investment on an ongoing basis.