Debt |
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| Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Debt | 11. Debt
The following is a summary of the Company’s indebtedness:
December 2025 Promissory Note and December 2025 Convertible Note
As of June 30, 2026, the December 2025 Convertible Note had a fair value of $2,862 and a principal balance of $3,000 and is presented within short-term debt – unaffiliated on the consolidated balance sheets. The December 2025 Promissory Note was repaid in full in February 2026 for $7,042, using proceeds from the sale of State of New Jersey net operating loss carryforwards. During the six months ended June 30, 2026, the Company recorded a change in fair value of $175 related to the December 2025 Convertible Note, which is presented within change in fair value of debt in the condensed consolidated statement of operations. During the six months ended June 30, 2026, the Company recorded a change in fair value of $166 related to the December 2025 Promissory Note, which is presented within change in fair value of debt in the condensed consolidated statement of operations.
Helena Promissory Note
On April 16, 2026, Helena provided notice to Celularity of a triggering event under the Securities Purchase Agreement dated October 24, 2025. Helena elected to exchange Series A convertible preferred shares with a stated value of $1.9 million, plus accrued and unpaid dividends for a convertible promissory note (the “Helena Note”). The maturity date of the Helena Note was October 16, 2026, or six months from the exchange date.
On April 17, 2026, Helena delivered to us a notice of event of default (the “Helena Default Notice”) under the Helena Note. In the Helena Default Notice, Helena asserted that one or more events of default had occurred under the Helena Note, including among other things, our failure to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended, including becoming delinquent in its filings. Refer to Note 13 – Commitments and Contingencies for additional information.
June 2026 Promissory Note
On June 29, 2026, the Company entered into a Loan Agreement with the Philip & Daniele Barach Family Trust (the “Lender”), pursuant to which the Lender provided a term loan to the Company in an aggregate principal amount of $1,000 (the “June 2026 Promissory Note”). The June 2026 Promissory Note carries a base interest rate of 4.0% per annum (increasing to 18.0% per annum upon the occurrence and during the continuance of an Event of Default) and matures on the earlier of (i) 30 days after the Closing Date or (ii) the Company’s receipt of gross proceeds equal to or exceeding $1,000 from a Subsequent Transaction, as defined in the agreement. The Company may prepay the Loan in whole or in part at any time without penalty upon three business days’ prior written notice. On September 24, 2026, Philip A. Barach was added to the Company’s board of directors.
Gordon Promissory Note
On June 19, 2026, Steven N. Gordon, its Chief Operating Officer was appointed to the Company’s Board of Directors and Mr. Gordon loaned the Company $0.3 million to aid working capital needs. The loan is in the form of unsecured promissory note which provides for annual interest at 4% compounded annually. Principal and accrued interest are payable in a single installment upon the earliest of (i) June 19, 2027, (ii) consummation of a Qualified Financing or (iii) consummation of a Change of Control, as defined in the note. A Qualified Financing includes an equity or debt financing transaction, or series of related transactions, generating aggregate gross cash proceeds of at least $1,000. Proceeds are restricted to working capital purposes and may not be used to repay indebtedness. Upon a continuing event of default, the outstanding principal bears interest at 16% per annum, compounded annually, subject to applicable law, and the holder may accelerate repayment.
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