Celularity Inc

false 0001752828 0001752828 2026-05-21 2026-05-21 0001752828 CELU:ClassCommonStock0.0001ParValuePerShareMember 2026-05-21 2026-05-21 0001752828 CELU:WarrantsEachExercisableForOnetenthOfOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember 2026-05-21 2026-05-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2026 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 001-38914 83-1702591 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 170 Park Ave Florham Park , New Jersey 07932 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (908) 768-2170 N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Class A Common Stock, $0.0001 par value per share CELU The Nasdaq Stock Market LLC Warrants, each exercisable for one-tenth of one share of Class A Common Stock at an exercise price of $11.50 per share CELUW The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed by Celularity Inc. (the “Company”) in its Current Report on Form 8-K filed on April 21, 2026, Helena Global Investment Opportunities 1 Ltd. (“Helena”) delivered an exchange notice pursuant to which Helena elected to exchange shares of the Company’s Series A Convertible Preferred Stock for a Convertible Promissory Note, and subsequently delivered a notice of event of default under such note. On May 21, 2026, the Company entered into a Settlement Agreement with Helena in connection with certain existing transaction documents between the Company and Helena, including the Securities Purchase Agreement, dated as of October 24, 2025, and related instruments. Pursuant to the Settlement Agreement, the parties agreed to compromise and resolve certain existing claims and to restructure certain obligations under the existing transaction documents. In connection with the settlement, Helena surrendered its shares of Series A Convertible Preferred Stock, and the Company agreed to pay Helena (i) pay $500,000 immediately and (ii) five (5) consecutive monthly payments of $100,000, assign certain rights under a $2,500,000 promissory note, and enter into related settlement documents, including an amendment to the existing security agreement. Helena’s release of claims is subject to the Company’s satisfaction of specified release conditions. The foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant To the extent required by Item 2.03, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits. (d) Exhibits 10.1 Settlement Agreement dated May 21, 2026, by and between Celularity Inc. and Helena Global Investment Opportunities 1 Ltd. 104 Cover Page Interactive Data File (formatted as Inline XBRL) - 2 - SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. CELULARITY INC . Dated: May 28, 2026 By: /s/ John Sprague Name: John Sprague Title: Chief Financial Officer - 3 -