Celularity Inc (CELU)
CIK 1752828 · all EDGAR filings →
Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.
Shares outstanding over time
Latest: 28.9M shares as of Apr 28, 2026 (10-K). Share count fell from 193.8M to 22.0M between Dec 31, 2023 and Jul 22, 2024, a pattern consistent with a reverse split (roughly 1-for-9); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.
Cash runway
Going-concern warning
auditor flagged substantial doubt
The company itself flagged going-concern doubt in a filing.
Full breakdown: cash runway tool
Warrants
| Tranche | Warrants | Exercise price | Term | Notes |
|---|---|---|---|---|
| June2025 PIPE | 1.3M | $2.5 | — | — |
| January Two Thousand Twenty Four Pipe Warrants | 535,274 | $2.4898 | 5y | — |
| RWI Bridge Warrants | 500,000 | $2.84 | 2.9y | — |
| March Two Thousand Twenty Three Loan Warrants | 75,000 | $5.9 | — | — |
| June Two Thousand Twenty Three Loan Warrants | 50,000 | $5.9 | — | — |
| May Two Thousand Twenty Two Private Investmentin Public Equity Warrants and April Two Thousand Twenty Three Registered Direct Warrant | not tagged | $3.5 | 2.8y | — |
| KTL Warrants | not tagged | $2.52 | 5y | — |
| Sponsors Warrants | not tagged | $115 | 0.5y | — |
| October2025 Financing | not tagged | $3 | — | — |
| Two Thousand Twenty Four Warrant Repricing | not tagged | $2.07 | — | — |
Tranches exactly as the company dimensioned them in its 10-K filed Apr 30, 2026 →. Groupings can overlap (a “Series E and F” row is not additive with a “Series E” row), so do not sum this column. A tranche the filer did not tag is absent here, not absent from the cap table. DOWN-ROUND = the filer tagged price-protection accounting scoped to that tranche.
Warrants outstanding: 25.8M underlying shares, as reported Dec 31, 2025 (10-K).
Reported exercise price: $2.85 (aggregate figure as tagged; individual tranches vary).
Rough fully diluted estimate: 54.7M = 28.9M O/S + 25.8M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.
Convertible notes
| Note | Principal | Carrying | Conv. price | Rate | If converted |
|---|---|---|---|---|---|
| December Two Thousand Twenty Five Convertible Note | $3.0M | — | $1.66 | — | ~1.8M sh |
| Convertible Promissory Notes | not tagged | — | $6.3171 | — | — |
| Unsecured Senior Convertible Notes | not tagged | — | $1.6 | — | — |
If every note above converted at its tagged price: ~1.8M new shares on 28.9M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.
Notes exactly as the company dimensioned them in its 10-K filed Apr 30, 2026 →. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.
Fully diluted build-up
Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.
| Shares outstanding | 28.9M | Apr 28, 2026 |
| + June2025 PIPE (if exercised) | 1.3M | Jun 23, 2025 |
| + January Two Thousand Twenty Four Pipe Warrants (if exercised) | 535,274 | Jan 12, 2024 |
| + RWI Bridge Warrants (if exercised) | 500,000 | Jul 24, 2025 |
| + March Two Thousand Twenty Three Loan Warrants (if exercised) | 75,000 | Mar 13, 2024 |
| + June Two Thousand Twenty Three Loan Warrants (if exercised) | 50,000 | Mar 13, 2024 |
| + December Two Thousand Twenty Five Convertible Note (if fully converted) | 1.8M | Dec 31, 2025 |
| Fully diluted estimate | 33.2M | +14.8% vs O/S |
Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.
Registrations and offerings
Registered offering capacity on live registrations: $41.5Mfrom the structured fee exhibits; registered is not remaining, takedowns are not subtracted
Last 12 months: 2 executed · 2 registered.
Full history and shelf status: offering checker · S-3 shelf checker
Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.
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