Celularity Settles Default Claims with Helena for $1M Cash and $2.5M Note Assignment

summarizeSummary

Celularity Inc. has entered into a settlement agreement with Helena Global Investment Opportunities 1 Ltd. to resolve existing claims and a prior event of default, involving $1 million in cash payments and the assignment of a $2.5 million promissory note.

check_boxKey Events

• Settlement of Default

  Celularity resolved existing claims and a prior event of default with Helena Global Investment Opportunities 1 Ltd., which had previously exchanged preferred stock for a convertible note and issued a default notice (as disclosed in an 8-K on April 21, 2026).

• Financial Terms

  The settlement includes an immediate $500,000 cash payment, five subsequent monthly payments of $100,000 each (totaling $1 million), and the assignment of a $2.5 million promissory note from NEXGEL, Inc. to Helena.

• Restructured Obligations

  Helena surrendered its Series A Convertible Preferred Stock, and the company's new payment obligations are secured by an amended security agreement, replacing the prior defaulted note.

auto_awesomeAnalysis

This settlement is a critical step for Celularity, which recently disclosed "going concern" issues and faced a default notice from Helena Global Investment Opportunities 1 Ltd. While the company is committing $1 million in cash and assigning a $2.5 million promissory note, the resolution of this significant financial dispute removes a major overhang and potential legal action, providing much-needed stability. The assignment of the NEXGEL note means Celularity will not receive those future payments directly, but it eliminates a problematic preferred stock and note obligation. This action follows the company's recent 10-K filing to regain Nasdaq compliance, suggesting a concerted effort to address financial challenges.