SCHEDULE: Barach Family Trust Discloses Celularity Stake

The Philip & Daniele Barach Family Trust has reported beneficial ownership of 9.56% of Celularity Inc.'s Class A Common Stock following a significant financing arrangement.

Summary

• The Philip & Daniele Barach Family Trust, along with trustees Philip A. Barach and Daniele Barach, have filed a Schedule 13D, indicating beneficial ownership of 3,012,048 shares of Celularity Inc. Class A Common Stock.
• This ownership stake represents 9.56% of the company's outstanding Class A Common Stock as of December 19, 2025.
• The filing stems from two financing transactions on December 19, 2025, involving a $7,000,000 senior secured promissory note and a $3,000,000 convertible secured promissory note, totaling $10,000,000.
• In conjunction with these notes, the Trust received warrants to purchase 3,707,457 shares of Class A Common Stock, exercisable from June 19, 2026, at $2.00 per share.
• The convertible notes are convertible into Class A Common Stock at $1.66 per share, and the reported beneficial ownership includes shares from the potential issuance of additional convertible notes.
• The Trust has the right to purchase up to an additional $2,000,000 in convertible notes.
• Philip Barach has been granted board observer rights.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive filing, as it represents a significant capital infusion for the company, but also introduces debt and potential dilution.

Positives

• The Barach Family Trust has made a significant investment in Celularity Inc., providing substantial financing through senior and convertible notes.
• The Trust received warrants with potential to acquire a substantial number of shares, indicating a long-term interest and potential upside.
• The Trust has secured a board observer seat, allowing for direct insight into the company's strategic decisions.
• The financing includes provisions for participation in future financings and potential adjustments to terms if more favorable terms are offered to other investors.

Negatives

• The filing indicates a significant debt financing arrangement, which adds leverage to the company's balance sheet.
• The convertible notes, if converted, will dilute existing shareholders' equity.
• The company has granted significant rights to the Trust, including participation rights in future financings and potential adjustments to terms.

Risks

• The company's ability to repay the senior note, which matures on April 30, 2026, or upon consummation of a strategic transaction, is a key risk.
• The convertible notes mature on December 31, 2026 (or one year from issuance for additional notes), and their conversion could lead to significant dilution.
• The exercise of warrants at $2.00 per share is contingent on the company's stock performance.
• The company's financial condition and prospects are subject to ongoing evaluation by the Reporting Persons, who reserve the right to change their intentions regarding their investment.

Future Outlook

The Reporting Persons will continuously evaluate the Issuer's financial condition and prospects, and their investment intentions. They reserve the right to acquire or dispose of securities, engage in derivative transactions, influence corporate actions such as acquisitions or mergers, make personnel or director changes, or propose other material changes to the Issuer's structure or business. The company is obligated to file a registration statement for the Registrable Securities within 45 days of the Effective Date, aiming for effectiveness within 90-120 days.

Management Comments

• The Reporting Persons expect to evaluate on an ongoing basis the Issuer's financial condition and prospects and their interest in, and intentions with respect to, the Issuer and their investment in the securities of the Issuer.
• The Reporting Persons reserve the right to change their intentions and develop plans or proposals at any time, as they deem appropriate.

Industry Context

StockSavvy.ai notes that this filing reflects a significant debt and equity financing arrangement typical in the biotechnology or life sciences sector, where companies often rely on external capital to fund research, development, and clinical trials. The structure of the financing, including convertible notes and warrants, is common for early-stage or growth-stage companies seeking to bridge funding gaps while offering potential upside to investors.

Corporate Governance

Related Party Transactions

• The financing transactions between Celularity Inc. and the Philip & Daniele Barach Family Trust, involving notes and warrants, constitute related party transactions as the Trust is a significant beneficial owner.
• The Trust has the right to purchase additional convertible notes and participate in future financings, which could involve further transactions with the company.

Stakeholder Impact

• Shareholders: Potential dilution from the conversion of convertible notes and exercise of warrants. However, the financing provides capital for company operations and growth, which could benefit shareholders long-term.
• Creditors: The issuance of senior secured notes increases the company's debt obligations.
• Management/Board: The Trust's board observer rights provide increased oversight and influence.
• Trustees (Philip & Daniele Barach): Direct involvement and potential for significant financial return through their investment.

Next Steps

• The company is obligated to file a registration statement for the Registrable Securities on or prior to 45 calendar days following the Effective Date (December 19, 2025).
• The registration statement is expected to be declared effective by the SEC within 90-120 calendar days following the Effective Date.
• The Trust may exercise its right to purchase additional convertible notes up to June 19, 2026.
• Warrants issued to the Trust become exercisable starting June 19, 2026.

Key Dates

Recommendation

The filing indicates a significant financing event that provides necessary capital but also introduces debt and potential dilution. The Trust's increased stake and board observer rights suggest a strong interest, but the company's future performance remains uncertain. A 'hold' recommendation is appropriate pending further operational and financial developments.

Keywords

Celularity Inc., Schedule 13D, Philip & Daniele Barach Family Trust, Financing, Promissory Note, Convertible Note, Warrants, Beneficial Ownership, Class A Common Stock, Investment