Material Agreement, Financial Obligation (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

On June 29, 2026, Celularity Inc. (the "Company") entered into a Loan Agreement (the "Loan Agreement") with the Philip & Daniele Barach Family Trust (the "Lender"), a trust affiliated with Philip Barach, who is known by the Company to beneficially own more than five percent of the Company's outstanding Class A common stock. Pursuant to the Loan Agreement, the Lender agreed to make a secured loan to the Company in the principal amount of $1,000,000.

The loan bears interest at 4.0% per annum, increasing to 18.0% per annum upon an event of default at the Lender's election, and matures on the earlier of (i) 30 days after closing and (ii) the Company's receipt of gross proceeds from certain financing or other strategic transactions. The loan is secured by a first-priority security interest in substantially all of the Company's personal property, subject to customary excluded assets and permitted liens, including equipment and other assets subject to the existing security interest in favor of Helena Global Investment Opportunities 1 Ltd. The Loan Agreement also contains customary representations and warranties, covenants and events of default. As a condition to funding, Robert J. Hariri, M.D. entered into a waiver and subordination agreement with respect to indebtedness owed to him by the Company.

The Loan Agreement constitutes a related person transaction under Item 404(a) of Regulation S-K.

The foregoing description of the Loan Agreement is qualified in its entirety by reference to the Loan Agreement, 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.

The information set forth in Item 1.01 above regarding the Loan Agreement is incorporated by reference into this Item 2.03.