Form 8-K Celularity Inc For: May 21

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May 28, 2026 5:48 PM EDT

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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.