SCHEDULE: Celularity Inc. Shareholder Filing Amendment

Philip & Daniele Barach Family Trust amends Schedule 13D, reporting 20.1% beneficial ownership of Celularity Inc. Class A Common Stock following financing.

Summary

• This filing is an amendment to a previous Schedule 13D, updating the beneficial ownership of Celularity Inc. Class A Common Stock by the Philip & Daniele Barach Family Trust, Philip A. Barach, and Daniele Barach.
• The reporting persons collectively beneficially own 7,558,665 shares of Class A Common Stock, representing 20.1% of the outstanding shares.
• This ownership includes shares issuable from convertible notes and warrants acquired through recent financing transactions.
• The total beneficial ownership is calculated based on 28,478,880 shares of Class A Common Stock outstanding as of December 19, 2025.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral filing. While it details a significant investment and increased beneficial ownership, it primarily serves as a disclosure of an existing financial arrangement and potential future equity acquisition, rather than announcing new operational performance or strategic shifts.

Positives

• The reporting persons have increased their stake in Celularity Inc. through significant financing, indicating continued belief in the company's potential.
• The acquisition of convertible notes and warrants provides potential for future equity upside.
• The reporting persons have secured a substantial ownership percentage (20.1%), giving them significant influence.

Negatives

• The filing details a significant investment in convertible notes and warrants, which implies the company may have needed capital and is dilutive to existing shareholders upon conversion/exercise.
• The exercise price of the warrants ($2.00) and conversion price of the notes ($1.66) suggest these instruments are only beneficial if the stock price rises significantly above these levels.

Risks

• The value of the investment is subject to the future performance of Celularity Inc.'s stock price, as the convertible notes and warrants are only valuable if the stock price increases.
• The potential for future dilution exists if the convertible notes are converted and warrants are exercised.
• The reporting persons' significant stake could lead to increased scrutiny or potential conflicts if their interests diverge from other shareholders.

Future Outlook

The filing indicates that the reporting persons have the right to purchase additional convertible notes and that the warrants are exercisable starting June 19, 2026. The beneficial ownership reported includes shares that could be acquired through these instruments, suggesting a potential for increased ownership if these options are exercised.

Industry Context

StockSavvy.ai notes that this Schedule 13D amendment reflects a significant investment in a biotechnology or life sciences company, a sector often characterized by substantial capital requirements and reliance on future financing rounds and product development milestones. The structure of the investment via convertible notes and warrants is common in such industries to provide flexibility and potential upside for investors.

Related Party Transactions

• The financing transactions detailed in Item 3 involve the Philip & Daniele Barach Family Trust, which is a related party to Philip A. Barach and Daniele Barach, the reporting persons.

Stakeholder Impact

• Shareholders: The conversion of notes and exercise of warrants could lead to dilution of existing shareholdings if the stock price is favorable.
• Creditors: The issuance of secured notes indicates a debt obligation for the company, impacting its leverage and debt servicing capacity.
• Management/Board: The significant stake held by the reporting persons may influence corporate strategy and governance decisions.

Next Steps

• The warrants issued on December 19, 2025, become exercisable on June 19, 2026.
• The Trust has the discretionary right to purchase additional convertible notes.
• The Company is contractually obligated to issue additional warrants upon the Trust's purchase of Additional Convertible Notes.

Key Dates

Keywords

Celularity Inc., Schedule 13D, Beneficial Ownership, Class A Common Stock, Convertible Notes, Warrants, Financing, SEC Filing, Philip & Daniele Barach Family Trust