SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Barach Philip Alan

(Last)

(First)

(Middle)

434 SURFVIEW DRIVE

(Street)

PACIFIC PALISADES

CALIFORNIA

90272

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2026

3. Issuer Name and Ticker or Trading Symbol
Celularity Inc [ CELU ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Notes	12/19/2025	12/31/2026	Class A Common Stock	1,807,229	$1.66	I	See Footnote⁽¹⁾
Warrants	06/19/2026	12/19/2030	Class A Common Stock	3,707,457	$2	I	See Footnote⁽¹⁾
Convertible Notes⁽²⁾	12/19/2025	12/31/2026	Class A Common Stock	1,204,819	$1.66	I	See Footnote⁽¹⁾
Warrants⁽³⁾	06/19/2026	12/19/2030	Class A Common Stock	839,160	$2	I	See Footnote⁽¹⁾

Explanation of Responses:

1. The Philip and Daniele Barach Family Trust (the "Trust") is the direct owner of all securities reported herein. The Reporting Person is a trustee of the Trust and has independent power to vote and dispose of all securities held by the Trust. The Reporting Person may be deemed to be an indirect beneficial owner of the securities held by the Trust, and the Reporting Person disclaims beneficial ownership of the securities held by the Trust except to the extent of his pecuniary interest therein.

2. Represents shares of Class A Common Stock issuable upon the conversion of up to $2,000,000 in aggregate principal amount of convertible notes (the "Additional Notes") that the Trust has the option to purchase from the Issuer at any time until June 19, 2026.

3. Represents shares of Class A Common Stock issuable upon the exercise of up to 839,160 warrants that the Trust has the option to obtain from the Issuer in connection with the issuance of Additional Notes at any time until June 19, 2026.

	/s/ Philip A. Barach	04/24/2026
	** 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 5 (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.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Barach Philip Alan