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Philip & Daniele Barach Family Trust Form SCHEDULE 13D/A — Sep 28, 2026

Form SCHEDULE 13D/AFiled Sep 28, 2026, 1:14 PM ET0001104659-26-111279Original filing

The Philip & Daniele Barach Family Trust filed Amendment No. 3 to its Schedule 13D on Celularity Inc., disclosing a $3.21 million senior secured convertible note purchased on September 24, 2026, plus warrants for 1,177,000 shares at $1.50, lifting its aggregate beneficial ownership to 11,940,187 shares, or 29% of the class. Under a Board Rights Agreement, Celularity's board is fixed at five directors with the Trust designating two; Philip Barach was appointed to the board on September 24, 2026, and Trust approval is required for independent director appointments and certain spending of financing proceeds.

Key figures

Maturity
second anniversary of issuance
Board size
5
Interest rate
10% per annum PIK (15% upon Event of Default)
Trust board designees
2
Shares outstanding issuer
29283614
Conversion price 2026 note
$1.50 per share
Conversion price 2027 notes
$2.00 per share
September 2026 note principal
$3,210,000
September 2026 warrant shares
1177000
September 2026 warrant strike
$1.50
Additional 2027 warrant shares
1457765
Trust outstanding shares owned
9491270
Additional 2027 notes max principal
$2,915,531
Aggregate beneficial ownership shares
11940187
Beneficial ownership percent of class
29%

AI analysis

Red flags5 · Pro

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AI-generated analysis of a public disclosure. Not investment advice; verify against the original document.