CELU Celularity Inc - 8-K

Item
1.01 Entry into a Material Definitive Agreement.

As
previously disclosed by Celularity Inc. (the “Company”) in its Current Report on Form 8-K filed on April 21, 2026, Helena
Global Investment Opportunities 1 Ltd. (“Helena”) delivered an exchange notice pursuant to which Helena elected to exchange
shares of the Company’s Series A Convertible Preferred Stock for a Convertible Promissory Note, and subsequently delivered a notice
of event of default under such note.

On
May 21, 2026, the Company entered into a Settlement Agreement with Helena in connection with certain existing transaction documents between
the Company and Helena, including the Securities Purchase Agreement, dated as of October 24, 2025, and related instruments. Pursuant
to the Settlement Agreement, the parties agreed to compromise and resolve certain existing claims and to restructure certain obligations
under the existing transaction documents. In connection with the settlement, Helena surrendered its shares of Series A Convertible Preferred
Stock, and the Company agreed to pay Helena (i) pay $500,000 immediately and (ii) five (5) consecutive monthly payments of $100,000,
assign certain rights under a $2,500,000 promissory note, and enter into related settlement documents, including an amendment to the
existing security agreement. Helena’s release of claims is subject to the Company’s satisfaction of specified release conditions.

The
foregoing description of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Settlement Agreement, a copy of 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

To
the extent required by Item 2.03, the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
reference.

Item
9.01. Financial Statements and Exhibits.

(d)
Exhibits

10.1

Settlement Agreement dated May 21, 2026, by and between Celularity Inc. and Helena Global Investment Opportunities 1 Ltd.

104

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