Monitor for stockholder vote on share issuance (deadline Dec 19, 2026) and Nasdaq compliance progress. The secured note structure gives investors significant control — board seats and asset liens — signaling distress. Watch for Q3 2026 filing to assess cash burn and revenue trajectory.
Price Chart
Executive Summary
Celularity entered into a securities purchase agreement for up to $25M in senior secured convertible notes and warrants, with an initial $7M tranche closing on September 23, 2026. The financing is secured by substantially all assets and includes board designation rights for the lead investor. The company is not in compliance with Nasdaq listing rules due to late filings and low market value, and has not timely filed its Q1 and Q2 2026 10-Qs.
Key Financial Metrics
Key Facts
- Up to $25M in senior secured convertible notes (Tranche 1: $15M, Tranche 2: $10M) with warrants; initial $7M+ closing on September 23, 2026
- Conversion prices: $1.50/share (Tranche 1) and $2.00/share (Tranche 2); warrant coverage: 11 warrants per 20 conversion shares (Tranche 1)
- Notes secured by first-priority lien on substantially all assets; existing $1M loan from Trust repaid at closing
- Company has not timely filed Q1 and Q2 2026 10-Qs and received Nasdaq non-compliance notices for late filing and low market value of listed securities
- Existing $3M convertible note from December 2025 amended and restated into this facility; Trust gets board designation rights for two directors
- Stockholder approval required under Nasdaq Rule 5635 for issuance of shares above 19.99% of outstanding; failure by Dec 19, 2026 triggers 10% reduction in conversion/exercise price
Financial Impact
Up to $25M in new secured debt with potential for massive dilution — at $1.50/share, full conversion of Tranche 1 alone would add ~10M shares; warrants add further dilution. Existing $3M note rolled in.
Risk Factors
- Nasdaq delisting risk due to non-compliance with listing rules (late filings, low market value)
- Massive dilution from conversion of up to $25M in notes at $1.50-$2.00/share
- Secured debt structure gives noteholders first claim on assets, subordinating common equity
- Failure to obtain stockholder approval by Dec 19, 2026 triggers automatic 10% price reduction on conversion/exercise
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-044421 |
| Exhibit: ex10-3.htm | 0001493152-26-044421 |
| Exhibit: ex10-2.htm | 0001493152-26-044421 |
| Exhibit: ex4-3.htm | 0001493152-26-044421 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 20, 2026 6d ago | 10-K/A | $1.26 | awaiting T+60 | — | $0.7500 (+40.48%) |
Sep 30, 2026 26d ago | Press Release | $1.35 | awaiting T+60 | — | $0.7500 (−44.44%) |
Sep 29, 2026 27d ago | 8-K | $1.35 | awaiting T+60 | — | $0.7500 (−44.44%) |
Sep 28, 2026 28d ago | SC 13D/A | $1.40 | awaiting T+60 | — | $0.7500 (+46.43%) |
Sep 28, 2026 28d ago | 8-K | $1.40 | awaiting T+60 | — | $0.7500 (+46.43%) |
Sep 24, 2026 4w ago | Press Release | $1.32 | awaiting T+60 | — | $0.7500 (−43.18%) |
Sep 14, 2026 6w ago | 8-K | $1.40 | awaiting T+60 | — | $0.7500 (−46.43%) |
Aug 25, 2026 8w ago | Press Release | $0.8804 | awaiting T+60 | — | $0.7500 (+14.81%) |
Aug 7, 2026 11w ago | 8-K | $0.6866 | awaiting T+60 | — | $0.7500 (−9.23%) |
Jun 30, 2026 16w ago | 8-K | $0.5979 $1.15 | ▼ −92.34% | ▼ −88.78% | $0.7500 (−25.44%) |
US Market Status
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