Monitor for any subsequent 8-K filings regarding the maturity of the extended related-party bridge loans (now due Feb 2026) and for any going-concern or liquidity warnings in the next 10-Q. The heavy insider ownership concentration (40.1%) and the Barach Trust's 29% stake with board designation rights suggest potential for a control transaction or further dilutive financing.
Price Chart
Executive Summary
Celularity Inc. filed an Amendment No. 1 to its 2025 Form 10-K solely to add Part III information (directors, executive compensation, security ownership, related transactions, and auditor fees) that was omitted from the original filing. The amendment does not restate financials or change any previously reported numbers. It discloses a deeply distressed capital structure: the largest shareholder (Philip & Daniele Barach Family Trust) holds 29.0%, the CEO owns 11.7%, and insiders collectively control 40.1%. The company has $1.935 million in deferred CEO salary still unpaid as of Dec 31, 2025, and multiple related-party bridge loans with C.V. Starr and Resorts World Inc. that were extended to Feb 2026. Auditor EisnerAmper LLP was paid $705,075 in audit fees for FY2025.
Key Facts
- Amendment adds Part III only — no financial restatement or change to previously filed FY2025 results.
- CEO Robert Hariri had $1,935,000 in deferred salary still unpaid as of Dec 31, 2025; he later waived payment.
- Philip & Daniele Barach Family Trust holds 29.0% of Class A common stock; CEO Hariri holds 11.7%; all directors and officers as a group hold 40.1%.
- Related-party bridge loans from C.V. Starr ($5.0M) and Resorts World Inc. ($15.0M) were extended to Feb 15, 2026 under forbearance agreements.
- Auditor EisnerAmper LLP fees for FY2025 were $705,075 (up from $519,750 in FY2024).
- No equity grants were made to named executive officers in FY2025.
- Former CAO John Haines was terminated without cause on April 9, 2026; his separation agreement provides 24 months of salary continuation.
- Former President Stephen Brigido resigned April 15, 2026 in connection with the NexGel biomaterials transition; received no severance.
Financial Impact
No new financial figures disclosed; the amendment adds governance/compensation/ownership data only. Unpaid CEO deferred salary of $1.935M and related-party debt of ~$20M highlight ongoing liquidity strain.
Risk Factors
- Related-party bridge loans totaling ~$20M have been repeatedly extended; default or restructuring risk remains high.
- Unpaid CEO deferred salary of $1.935M signals severe cash constraints.
- Heavy dilution from outstanding options (weighted-average exercise price $26.05 vs. stock price of $1.11 at Dec 31, 2025) and warrants.
- Insider ownership concentration (40.1%) may limit minority shareholder influence.
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 10-K/A Filing (Primary) | 0001493152-26-047708 |
| Exhibit: ex4-2.htm | 0001493152-26-047708 |
| Exhibit: ex31-1.htm | 0001493152-26-047708 |
| Exhibit: ex31-2.htm | 0001493152-26-047708 |
| Exhibit: ex32-1.htm | 0001493152-26-047708 |
| Document: 0001493152-26-047708-index-headers.html | 0001493152-26-047708 |
| Document: 0001493152-26-047708-index.html | 0001493152-26-047708 |
| Document: 0001493152-26-047708.txt | 0001493152-26-047708 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 6d ago | 10-K/A | $1.26 | awaiting T+60 | — | $0.9371 (+25.63%) |
Sep 30, 2026 25d ago | Press Release | $1.35 | awaiting T+60 | — | $0.9371 (−30.59%) |
Sep 29, 2026 26d ago | 8-K | $1.35 | awaiting T+60 | — | $0.9371 (−30.59%) |
Sep 28, 2026 27d ago | SC 13D/A | $1.40 | awaiting T+60 | — | $0.9371 (+33.06%) |
Sep 28, 2026 28d ago | 8-K | $1.40 | awaiting T+60 | — | $0.9371 (+33.06%) |
Sep 24, 2026 4w ago | Press Release | $1.32 | awaiting T+60 | — | $0.9371 (−29.01%) |
Sep 14, 2026 6w ago | 8-K | $1.40 | awaiting T+60 | — | $0.9371 (−33.06%) |
Aug 25, 2026 8w ago | Press Release | $0.8804 | awaiting T+60 | — | $0.9371 (−6.44%) |
Aug 7, 2026 11w ago | 8-K | $0.6866 | awaiting T+60 | — | $0.9371 (−36.48%) |
Jun 30, 2026 16w ago | 8-K | $0.5979 $1.15 | ▼ −92.34% | ▼ −88.78% | $0.9371 (−56.73%) |
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