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SEC filingCelularity Inc. amended its asset sale agreement with NexGel for $13.3 million consideration, received a $2.0 million Helena note exchange amid default notice, and terminated two senior executives.
Celularity Inc. executed Amendment No. 1 on April 17, 2026, to its March 6, 2026 Asset Purchase and Exclusive License Agreement with NexGel, Inc., restructuring the deal to deliver immediate $13.3 million in value through $8.3 million cash and a $5 million 18-month convertible note, while shifting all sales representative liabilities to NexGel. This eliminates prior holdbacks, offsets, and product purchase credits, providing cleaner economics, with the first $2.5 million milestone tied to sales performance or time-based trigger. The extension of the outside date to April 30 supports transaction completion amid strategic divestiture of biomaterials assets to focus on cell therapy. Concurrently, Helena Global Investment Opportunities 1 Ltd. exchanged Series A preferred stock for a $1.97 million convertible note on April 16 at 18% interest, but promptly issued a default notice on April 17 citing Celularity's delayed 10-K filing, risking acceleration to 115% of amounts due if not cured within five business days. Leadership changes include termination without cause of SVP John R. Haines (effective May 8) and resignation of President Stephen A. Brigido (effective April 15), tied to realignment post-biomaterials divestiture, signaling resource concentration on core priorities.