Security
Celularity Inc. Class A Common Stock · CELU
CELUNASDAQCommon stockCurrentCIK 1752828Updated Oct 30, 2026
Name history
GX Acquisition Corp. · through Jul 19, 2021
CELU price & chart
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NASDAQ:CELU on TradingView ↗In the news
Celularity Releases CEO Letter to Shareholders ↗
Recent filings
Other Events
Items 8.01, 9.01
PRE 14A filing
10-Q filing
10-K/A filing
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Items 5.02, 9.01
Show 5 more recent filings
10-Q filing
Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · Unregistered Sales of Equity Securities · Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Items 1.01, 2.03, 3.02, 5.02, 9.01
Other Events
Items 8.01
NT 10-Q filing
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
Items 5.02
Financials
FY 2025 · USDSource
Source
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balance sheet · annual statements
| Line item | Q3 2025 | Q3 2024 | Q3 2023 | Q2 2025 | Q2 2024 | Q1 2026 | Q1 2025 | Q1 2024 | FY 2025 | FY 2024 | FY 2023 | FY 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||||||
| AssetsUSD | 114,239,000Source | 128,840,000Source | 157,192,000Source | 120,283,000Source | 135,494,000Source | 99,480,000Source | 128,876,000Source | 143,816,000Source | 107,329,000Source | 132,682,000Source | 143,889,000Source | 401,066,000Source |
| Property, Plant and Equipment, NetUSD | 57,224,000Source | 63,208,000Source | 70,647,000Source | 58,672,000Source | 64,727,000Source | 54,568,000Source | 60,134,000Source | 66,268,000Source | 55,797,000Source | 61,600,000Source | 67,828,000Source | 75,655,000Source |
| GoodwillUSD | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 119,694,000Source |
| Intangible Assets, Net (Excluding Goodwill)USD | 8,132,000Source | 9,624,000Source | 11,554,000Source | 8,508,000Source | 9,999,000Source | 7,388,000Source | 8,880,000Source | 10,455,000Source | 7,756,000Source | 9,248,000Source | 11,001,000Source | 120,994,000Source |
| Current assets: | ||||||||||||
| Cash and Cash Equivalents, at Carrying ValueUSD | 120,000Source | 133,000Source | 273,000Source | 863,000Source | 467,000Source | 368,000Source | 293,000Source | 1,902,000Source | 6,175,000Source | 738,000Source | 227,000Source | 13,966,000Source |
| Inventory, NetUSD | 2,563,000Source | 3,963,000Source | 4,934,000Source | 4,410,000Source | 2,915,000Source | 477,000Source | 6,197,000Source | 3,701,000Source | 571,000Source | 5,409,000Source | 5,753,000Source | 5,308,000Source |
| Assets, CurrentUSD | 10,596,000Source | 14,502,000Source | 16,498,000Source | 17,263,000Source | 17,731,000Source | 6,301,000Source | 22,080,000Source | 22,855,000Source | 12,319,000Source | 20,561,000Source | 19,793,000Source | 33,502,000Source |
| Prepaid Expense and Other Assets, CurrentUSD | 1,208,000Source | 1,636,000Source | 5,105,000Source | 838,000Source | 877,000Source | 675,000Source | 622,000Source | 1,411,000Source | 920,000Source | 857,000Source | 1,695,000Source | 7,262,000Source |
| Operating Lease, Right-of-Use AssetUSD | 10,743,000Source | 10,865,000Source | 11,039,000Source | 10,769,000Source | 10,903,000Source | 10,701,000Source | 10,798,000Source | 10,945,000Source | 10,720,000Source | 10,830,000Source | 10,990,000Source | 13,060,000Source |
| Other Assets, NoncurrentUSD | 220,000Source | 287,000Source | 354,000Source | 242,000Source | 305,000Source | 241,000Source | 254,000Source | 327,000Source | 247,000Source | 270,000Source | 337,000Source | 376,000Source |
| LIABILITIES AND EQUITY | ||||||||||||
| LiabilitiesUSD | 134,333,000Source | 111,560,000Source | 126,945,000Source | 145,780,000Source | 107,683,000Source | 134,741,000Source | 134,382,000Source | 112,571,000Source | 145,391,000Source | 123,845,000Source | 102,929,000Source | 202,165,000Source |
| Stockholders’ equity: | ||||||||||||
| Common Stock, Value, IssuedUSD | 3,000Source | 2,000Source | 19,000Source | 2,000Source | 2,000Source | 3,000Source | 2,000Source | 2,000Source | 3,000Source | 2,000Source | 19,000Source | 15,000Source |
| Additional Paid in CapitalUSD | 947,004,000Source | 903,670,000Source | 879,171,000Source | 918,529,000Source | 898,101,000Source | 955,345,000Source | 913,993,000Source | 895,047,000Source | 953,418,000Source | 908,523,000Source | 882,732,000Source | 844,373,000Source |
| Retained Earnings (Accumulated Deficit)USD | -967,101,000Source | -886,390,000Source | -851,338,000Source | -944,025,000Source | -870,292,000Source | -990,609,000Source | -919,501,000Source | -863,804,000Source | -991,483,000Source | -899,683,000Source | -841,791,000Source | -645,496,000Source |
| Accumulated Other Comprehensive Income (Loss), Net of TaxUSD | — | -2,000Source | 2,395,000Source | -3,000Source | — | — | — | — | — | -5,000Source | — | 9,000Source |
| Stockholders' Equity Attributable to ParentUSD | -20,094,000Source | 17,280,000Source | 30,247,000Source | -25,497,000Source | 27,811,000Source | -35,261,000Source | -5,506,000Source | 31,245,000Source | -38,062,000Source | 8,837,000Source | 40,960,000Source | 198,901,000Source |
| Liabilities and EquityUSD | 114,239,000Source | 128,840,000Source | 157,192,000Source | 120,283,000Source | 135,494,000Source | 99,480,000Source | 128,876,000Source | 143,816,000Source | 107,329,000Source | 132,682,000Source | 143,889,000Source | 401,066,000Source |
| Current liabilities: | ||||||||||||
| Liabilities, CurrentUSD | 65,314,000Source | 76,169,000Source | 84,632,000Source | 69,227,000Source | 67,900,000Source | 70,583,000Source | 58,690,000Source | 66,044,000Source | 80,759,000Source | 53,680,000Source | 67,298,000Source | 62,088,000Source |
| Accounts Payable, CurrentUSD | 24,587,000Source | 15,400,000Source | 12,931,000Source | 24,400,000Source | 13,726,000Source | 25,100,000Source | 23,313,000Source | 12,983,000Source | 26,422,000Source | 23,296,000Source | 14,144,000Source | 5,810,000Source |
| Operating Lease, Liability, NoncurrentUSD | 26,806,000Source | 26,451,000Source | 26,074,000Source | 26,717,000Source | 26,356,000Source | 26,975,000Source | 26,631,000Source | 26,265,000Source | 26,898,000Source | 26,548,000Source | 26,177,000Source | 27,985,000Source |
| Deferred Income Tax Liabilities, NetUSD | 9,000Source | 9,000Source | 9,000Source | 9,000Source | 9,000Source | 12,000Source | 9,000Source | 9,000Source | 12,000Source | 9,000Source | 9,000Source | 9,000Source |
| Other Liabilities, NoncurrentUSD | 269,000Source | 283,000Source | 296,000Source | 273,000Source | 287,000Source | 263,000Source | 276,000Source | 290,000Source | 266,000Source | 280,000Source | 294,000Source | 321,000Source |
| Additional Financial Items | ||||||||||||
| Accrued Liabilities, CurrentUSD | 29,421,000Source | — | — | 33,369,000Source | — | 30,903,000Source | 25,248,000Source | — | 32,574,000Source | 19,842,000Source | 7,580,000Source | 16,402,000Source |
| Deferred Revenue, CurrentUSD | 1,309,000Source | — | — | — | — | 1,168,000Source | 1,208,000Source | — | 2,492,000Source | — | — | — |
| Deferred Tax Liabilities, NetUSD | — | — | — | — | — | — | — | — | — | 9,000Source | 9,000Source | 9,000Source |
| Accounts Receivable, after Allowance for Credit Loss, Current | — | — | — | — | — | —Source | — | — | — | — | — | — |
| Long-term Debt, Current Maturities | — | — | — | —Source | — | — | —Source | — | — | — | — | — |
cash flow · annual statements
| Line item | Q4 2025 | Q4 2024 | Q3 2025 | Q3 2024 | Q2 2025 | Q2 2024 | Q1 2026 | Q1 2025 | FY 2025 | FY 2024 | FY 2023 | FY 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash flows from operating activities: | ||||||||||||
| Net Income (Loss), Including Portion Attributable to Noncontrolling InterestUSD | — | — | — | -16,098,000Source | — | -6,488,000Source | — | — | — | — | -196,295,000Source | 14,192,000Source |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||
| Depreciation, Depletion and AmortizationUSD | — | — | — | — | — | — | 1,597,000Source | 1,834,000Source | 7,295,000Source | 7,922,000Source | 9,324,000Source | 9,436,000Source |
| Changes in operating assets and liabilities: | ||||||||||||
| Increase (Decrease) in Accounts ReceivableUSD | — | — | — | — | — | — | 328,000Source | 1,350,000Source | -7,551,000Source | 3,968,000Source | 6,827,000Source | 3,584,000Source |
| Increase (Decrease) in InventoriesUSD | — | — | — | — | — | — | -215,000Source | -2,550,000Source | -10,246,000Source | -6,284,000Source | 865,000Source | 16,891,000Source |
| Increase (Decrease) in Accounts PayableUSD | — | — | — | — | — | — | -1,322,000Source | 17,000Source | 3,126,000Source | 9,239,000Source | 8,497,000Source | -2,948,000Source |
| Net Cash Provided by (Used in) Operating ActivitiesUSD | — | — | — | — | — | — | 1,447,000Source | -2,993,000Source | -13,254,000Source | -6,401,000Source | -38,685,000Source | -137,876,000Source |
| Cash flows from investing activities: | ||||||||||||
| Net Cash Provided by (Used in) Investing ActivitiesUSD | — | — | — | — | — | — | — | — | — | 514,000Source | -4,048,000Source | -5,236,000Source |
| Payments to Acquire Property, Plant, and EquipmentUSD | — | — | — | — | — | — | — | — | — | 161,000Source | 1,048,000Source | 5,236,000Source |
| Cash flows from financing activities: | ||||||||||||
| Payment, Tax Withholding, Share-based Payment ArrangementUSD | — | — | — | — | — | — | — | 98,000Source | 193,000Source | 434,000Source | 101,000Source | 132,000Source |
| Net Cash Provided by (Used in) Financing ActivitiesUSD | — | — | — | — | — | — | -7,342,000Source | 2,320,000Source | 18,649,000Source | 6,701,000Source | 24,094,000Source | 119,838,000Source |
| Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate EffectUSD | — | — | — | — | — | — | -5,895,000Source | -673,000Source | 5,395,000Source | 814,000Source | -18,639,000Source | -23,274,000Source |
| Cash, Cash Equivalents, Restricted Cash and Restricted Cash EquivalentsUSD | — | — | 10,255,000Source | 10,331,000Source | 10,936,000Source | 10,554,000Source | 10,477,000Source | 10,304,000Source | 16,372,000Source | 10,977,000Source | 10,163,000Source | 28,802,000Source |
| Supplemental disclosure of cash flow information: | ||||||||||||
| Interest Paid, Excluding Capitalized Interest, Operating ActivitiesUSD | — | — | — | — | — | — | — | — | 2,502,000Source | 144,000Source | 1,073,000Source | — |
| Income Taxes Paid, NetUSD | — | — | — | — | — | — | — | — | 52,000Source | — | — | — |
| Additional Financial Items | ||||||||||||
| AmortizationUSD | — | — | — | — | — | — | — | — | 1,493,000Source | — | — | — |
| Share-based Payment Arrangement, ExpenseUSD | — | — | 2,041,000Source | 2,672,000Source | 2,448,000Source | 2,990,000Source | 1,371,000Source | 2,637,000Source | 10,642,000Source | 11,569,000Source | 15,017,000Source | 15,856,000Source |
| Amortization of Intangible AssetsUSD | — | — | — | 375,000Source | — | 456,000Source | 368,000Source | 368,000Source | 1,493,000Source | 1,753,000Source | 2,193,000Source | 2,193,000Source |
| AssetAcquisitionContingentConsiderationLiabilityUSD | — | — | 1,413,000Source | — | 1,413,000Source | — | — | 1,413,000Source | — | 1,413,000Source | — | — |
| DepreciationUSD | — | — | 1,448,000Source | 1,519,000Source | 1,462,000Source | 1,540,000Source | 1,230,000Source | 1,466,000Source | 5,803,000Source | 6,169,000Source | 7,131,000Source | 7,243,000Source |
| Gain (Loss) on Sale of DerivativesUSD | — | — | — | — | — | — | — | — | 65,000Source | — | — | — |
| Gain (Loss) on Extinguishment of DebtUSD | — | — | -620,000Source | — | — | — | — | 5,736,000Source | -6,356,000Source | -3,908,000Source | — | — |
| GoodwillUSD | — | — | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 7,347,000Source | 119,694,000Source |
| Goodwill, Impairment LossUSD | — | — | 0Source | 0Source | — | — | — | 0Source | — | — | 112,347,000Source | 3,610,000Source |
| Impairment of Intangible Assets (Excluding Goodwill)USD | — | — | — | — | — | — | — | — | 2,890,000Source | — | 107,800,000Source | — |
| Impairment of Intangible Assets, Finite-livedUSD | — | — | — | — | — | — | 0Source | 0Source | 0Source | 0Source | — | — |
| Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)USD | — | — | — | 0Source | — | 0Source | — | — | — | — | — | 0Source |
| Income (Loss) from Continuing Operations, Net of Tax, Attributable to ParentUSD | — | — | -12,900,000Source | -11,527,000Source | -15,864,000Source | -10,175,000Source | -10,133,000Source | -10,486,000Source | -61,308,000Source | -38,358,000Source | -192,287,000Source | — |
| Income Tax Expense (Benefit)USD | — | — | — | 0Source | — | 0Source | — | — | 3,000Source | — | 10,000Source | 13,000Source |
| Inventory Write-downUSD | — | — | — | — | — | — | — | -123,000Source | — | — | 6,437,000Source | — |
| Net Income (Loss) Attributable to ParentUSD | — | — | -23,076,000Source | -16,098,000Source | -24,524,000Source | -6,488,000Source | 874,000Source | -19,754,000Source | -91,716,000Source | -57,892,000Source | -196,295,000Source | 14,192,000Source |
| Net Income (Loss) Available to Common Stockholders, BasicUSD | — | — | -23,073,000Source | -16,100,000Source | -24,527,000Source | -6,488,000Source | 675,000Source | -19,818,000Source | -91,800,000Source | — | — | — |
| Nonoperating Income (Expense)USD | — | — | -10,176,000Source | -4,571,000Source | -8,660,000Source | 3,687,000Source | 11,007,000Source | -9,268,000Source | -30,405,000Source | -19,534,000Source | -3,998,000Source | 39,805,000Source |
| Other Nonoperating Income (Expense)USD | — | — | — | — | — | — | -609,000Source | -1,401,000Source | — | 1,560,000Source | — | — |
| Proceeds from Issuance of Common StockUSD | — | — | — | — | — | — | — | 2,460,000Source | 1,035,000Source | — | — | — |
| Proceeds from Stock Options ExercisedUSD | — | — | — | — | — | — | — | — | 108,000Source | 58,000Source | 304,000Source | 862,000Source |
| Share-based Payment Arrangement, Noncash Expense | — | — | —Source | — | —Source | — | —Source | —Source | — | — | — | — |
| InterestExpenseNonoperating | — | — | — | — | — | — | —Source | —Source | — | — | — | — |
| Investment Income, Interest | — | — | — | — | — | — | —Source | —Source | — | — | — | — |
| Other Depreciation and Amortization | — | — | — | — | —Source | —Source | — | — | — | — | — | — |
income statement · annual statements
| Line item | Q4 2025 | Q4 2024 | Q3 2025 | Q3 2024 | Q2 2025 | Q2 2024 | Q1 2026 | Q1 2025 | FY 2025 | FY 2024 | FY 2023 | FY 2022 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total RevenueUSD | — | — | 5,284,000Source | 9,296,000Source | 5,736,000Source | 12,111,000Source | 3,846,000Source | 11,426,000Source | 26,550,000Source | 54,220,000Source | 22,771,000Source | 17,975,000Source |
| Cost of Goods and Services Sold | — | — | —Source | —Source | —Source | —Source | —Source | —Source | —Source | —Source | — | — |
| Selling, General and Administrative ExpenseUSD | — | — | 9,306,000Source | 12,650,000Source | 12,634,000Source | 15,907,000Source | 9,165,000Source | 14,262,000Source | 51,266,000Source | 58,643,000Source | 50,576,000Source | 66,021,000Source |
| Operating Income (Loss)USD | — | — | -12,900,000Source | -11,527,000Source | -15,864,000Source | -10,175,000Source | -10,133,000Source | -10,486,000Source | -61,308,000Source | -38,358,000Source | -192,287,000Source | -25,600,000Source |
| Other Nonoperating Income (Expense)USD | — | — | — | — | — | — | -609,000Source | -1,401,000Source | — | 1,560,000Source | — | — |
| Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling InterestUSD | — | — | -23,076,000Source | -16,098,000Source | -24,524,000Source | -6,488,000Source | 874,000Source | -19,754,000Source | -91,713,000Source | -57,892,000Source | -196,285,000Source | 14,205,000Source |
| Income Tax Expense (Benefit)USD | — | — | — | 0Source | — | 0Source | — | — | 3,000Source | — | 10,000Source | 13,000Source |
| Net Income (Loss) Attributable to ParentUSD | — | — | -23,076,000Source | -16,098,000Source | -24,524,000Source | -6,488,000Source | 874,000Source | -19,754,000Source | -91,716,000Source | -57,892,000Source | -196,295,000Source | 14,192,000Source |
| Earnings Per Share, BasicUSD per share | — | — | -0.88Source | -0.73Source | -1.02Source | -0.3Source | 0.02Source | -0.84Source | -3.59Source | -2.64Source | -11.02Source | 0.1Source |
| Earnings Per Share, DilutedUSD per share | — | — | -0.88Source | -0.73Source | -1.02Source | -0.3Source | 0.02Source | -0.84Source | -3.59Source | -2.64Source | -11.02Source | 0.09Source |
| Weighted Average Number of Shares Outstanding, Basicshares | — | — | 26,347,818Source | 21,976,339Source | 24,020,193Source | 21,849,759Source | 29,068,076Source | 23,530,877Source | 25,598,586Source | 21,890,518Source | 17,813,044Source | 139,907,029Source |
| Weighted Average Number of Shares Outstanding, Dilutedshares | — | — | 26,347,818Source | 21,976,339Source | 24,020,193Source | 21,849,759Source | 30,300,004Source | 23,530,877Source | 25,598,586Source | 21,890,518Source | 17,813,044Source | 149,830,016Source |
| Additional Financial Items | ||||||||||||
| Amortization of Intangible AssetsUSD | — | — | — | 375,000Source | — | 456,000Source | 368,000Source | 368,000Source | 1,493,000Source | 1,753,000Source | 2,193,000Source | 2,193,000Source |
| Current Income Tax Expense (Benefit)USD | — | — | — | — | — | — | — | — | — | — | 10,000Source | 13,000Source |
| Goodwill, Impairment LossUSD | — | — | 0Source | 0Source | — | — | — | 0Source | — | — | 112,347,000Source | 3,610,000Source |
| Gross ProfitUSD | — | — | — | — | — | — | — | — | — | — | 6,755,000Source | -1,690,000Source |
| Income (Loss) from Continuing Operations, Net of Tax, Attributable to ParentUSD | — | — | -12,900,000Source | -11,527,000Source | -15,864,000Source | -10,175,000Source | -10,133,000Source | -10,486,000Source | -61,308,000Source | -38,358,000Source | -192,287,000Source | — |
| Marketing and Advertising ExpenseUSD | — | — | — | — | — | — | — | — | 24,000Source | 23,000Source | 44,000Source | 163,000Source |
| Net Income (Loss) Available to Common Stockholders, BasicUSD | — | — | -23,073,000Source | -16,100,000Source | -24,527,000Source | -6,488,000Source | 675,000Source | -19,818,000Source | -91,800,000Source | — | — | — |
| Nonoperating Income (Expense)USD | — | — | -10,176,000Source | -4,571,000Source | -8,660,000Source | 3,687,000Source | 11,007,000Source | -9,268,000Source | -30,405,000Source | -19,534,000Source | -3,998,000Source | 39,805,000Source |
| Other ExpensesUSD | — | — | — | — | — | — | — | — | 461Source | — | — | — |
| Other General and Administrative ExpenseUSD | — | — | — | — | — | — | — | — | 38,804,000Source | 37,703,000Source | — | — |
| Research and Development ExpenseUSD | — | — | 4,598,000Source | 3,915,000Source | 3,352,000Source | 3,800,000Source | 2,994,000Source | 3,728,000Source | 15,025,000Source | 17,386,000Source | 30,465,000Source | 78,363,000Source |
| Interest Expense (non-operating) | — | — | — | — | — | — | —Source | —Source | — | — | — | — |
| Depreciation, Depletion and Amortization, Nonproduction | — | — | — | —Source | — | —Source | —Source | —Source | — | — | — | — |
| Investment Income, Interest | — | — | — | — | — | — | —Source | —Source | — | — | — | — |
| Net Income (Loss) from Continuing Operations Available to Common Shareholders, Basic | — | — | — | — | — | — | —Source | —Source | — | — | — | — |
Filing attachments
ex99-1.htm · 8-K · 2026-10-29
Exhibit 99.1 Celularity and Vesalius Longevity Labs Sign Exclusive Collaboration for Peptual® Peptide APIs Manufactured in the United States Celularity to serve as the exclusive partner for the finish manufacturing of Vesalius’s Peptual peptide APIs, supporting Vesalius’s expansion into pharmaceutical ingredient supply Collaboration advances Celularity’s regenerative longevity vision and creates an opportunity to expand revenue through its U.S. manufacturing infrastructure and technical exper…
Read attachment ↗ex4-2.htm · 10-K/A · 2026-10-20
Exhibit 4.2 DESCRIPTION OF SECURITIES The following is a summary of the material terms of our Class A common stock, which is registered under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). This summary does not purport to be a complete description of the rights and preferences of our Class A common stock. Those rights and preferences are governed by the Delaware General Corporation Law, our Second Amended and Restated Certificate of Incorporation, as ame…
Read attachment ↗ex99-1.htm · 8-K · 2026-09-29
Exhibit 99.1 Celularity Announces Naveen Jain to Join Board of Directors Viome founder and CEO brings a consumer-focused vision for bringing regenerative therapies to more people and advancing proactive health FLORHAM PARK, N.J., Sept. 29, 2026 (GLOBENEWSWIRE) - Celularity Inc. (Nasdaq: CELU) (“Celularity” or the “Company”), a regenerative medicine company, today announced that Naveen Jain, founder and Chief Executive Officer of Viome Life Sciences Inc. (“Viome”), will join its Board of Direc…
Read attachment ↗ex4-1.htm · 8-K · 2026-09-28
Exhibit 4.1 NEITHER THIS NOTE NOR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THIS NOTE AND SUCH SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION UNDER SUCH LAWS OR AN EXEMPTION FROM SUCH REGISTRATION R…
Read attachment ↗ex4-2.htm · 8-K · 2026-09-28
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSA…
Read attachment ↗ex4-3.htm · 8-K · 2026-09-28
Exhibit 4.3 This Amended and Restated Senior Secured Convertible Note (this “ Note ”) amends and restates in its entirety that certain Senior Secured Convertible Promissory Note originally issued by the Company to Philip & Daniele Barach Family Trust on December 19, 2025, in the original principal amount of $3,000,000 (the “ Original Note ”). The Original Note is being amended and restated as of September 23, 2026 (the “ Amendment and Restatement Date ”) and, as of such date, the indebtedness o…
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