FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Philip & Daniele Barach Family Trust

(Last) (First) (Middle)
434 SURFVIEW DRIVE

(Street)
PACIFIC PALISADES CA 90272

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Celularity Inc [ CELU ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
09/23/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Convertible Notes $ 1.5 09/23/2026   J (1)   192,771 (1)   09/23/2026 09/23/2028 Class A Common Stock 2,000,000 (1) (1) 2,000,000 (1) D  
Warrants $ 1.5             09/23/2026 09/23/2031 Class A Common Stock 1,258,740 (2)   1,258,740 (2) D  
Warrants $ 2             06/19/2026 12/19/2030 Class A Common Stock 2,448,917   2,448,917 D  
Convertible Notes $ 1.5 09/23/2026   J (3)   2,140,000 (3)   09/23/2026 09/23/2028 Class A Common Stock 2,140,000 (3) 2,140,000 D  
Warrants $ 1.5 09/23/2026   J (4)   1,177,000   09/23/2026 09/23/2031 Class A Common Stock 1,177,000 (3) (4) 1,177,000 D  
Convertible Notes $ 2 09/23/2026   J (5)   1,457,765 (5)   09/23/2026 09/30/2027 Class A Common Stock 1,457,765 (5) 1,457,765 D  
Warrants $ 2 09/23/2026   J (6)   1,457,765 (5) (6)   09/23/2026 09/30/2027 Class A Common Stock 1,457,765 (5) (6) 1,457,765 D  
Explanation of Responses:
1. Represents the amendment and restatement on September 23, 2026 of an existing convertible note of the Issuer in which the applicable conversion price was reduced from $1.66 per share to $1.50 per share and the maturity date was extended from December 31, 2026 to September 23, 2028, as a result of which the number of shares issuable upon conversion of such note was increased from 1,807,229 to 2,000,000. No additional consideration was paid in connection with such amendment and restatement.
2. Represents the amendment and restatement on September 23, 2026 of existing warrants of the Issuer in which exercise price of such warrants was reduced from $2.00 per share to $1.50 per share and the termination date of such warrants was extended to September 23, 2031. No additional consideration was paid in connection with such amendment and restatement.
3. Represents shares of Class A Common Stock issuable upon the conversion of $3,210,000 in aggregate principal amount of convertible notes (the "September 2026 Notes") that the Reporting Person purchased from the Issuer for such an amount of cash on September 23, 2026.
4. Represents shares of Class A Common Stock issuable upon the exercise of 1,177,000 warrants that the Reporting Person obtained from the Issuer in connection with the issuance of the September 2026 Notes. No additional consideration was paid in connection with the issuance of such warrants.
5. Represents shares of Class A Common Stock issuable upon the conversion of up to $2,915,531 in aggregate principal amount of convertible notes (the "September 2027 Notes") that the Reporting Person has the option to purchase from the Issuer at any time until September 30, 2027. Such option is a contractual right granted by the Issuer in connection with the issuance of the September 2026 Notes for, which no additional consideration was paid.
6. Represents shares of Class A Common Stock issuable upon the exercise of up to 1,457,765 warrants that the Reporting Person has the option to obtain from the Issuer for in connection with the issuance of September 2027 Notes at any time until September 30, 2027. Such option is a contractual right granted by the Issuer in connection with the issuance of the September 2026 Notes for, which no additional consideration was paid.
/s/ Philip A. Barach, Trustee 09/24/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.