Item 7.01. Regulation FD Disclosure.
As previously disclosed, on January 8, 2021, GX Acquisition Corp. ("GX") entered
into a Merger Agreement and Plan of Reorganization (the "Merger Agreement") with
Celularity Inc. ("Celularity"), Alpha First Merger Sub, Inc. and Alpha Second
Merger Sub, LLC. Upon the terms and subject to the conditions of the Merger
Agreement, Celularity will become a wholly owned subsidiary of GX (the "Business
Combination").
Additionally, as previously disclosed, on May 14, 2021, GX held a special
meeting (the "Special Meeting") of the stockholders of GX at which holders voted
to approve the proposal to amend GX's amended and restated certificate of
incorporation to extend the date by which GX must complete its initial business
combination from May 23, 2021 to July 31, 2021 (the "Extension"). In connection
with the Extension, GX agreed to deposit into the trust account $0.025 per share
for each month of the Extension period, pro-rated for partial months during the
Extension period, resulting in a maximum contribution of $0.0565 per share of
Class A common stock that was not redeemed in connection with the Special
Meeting.
On May 21, 2021, GX deposited the first of two portions of this contribution
into the trust account, which was an amount equal to $0.0315 per share of Class
A common stock not redeemed in connection with the Special Meeting (representing
an aggregate contribution of $396,270.13). On July 1, 2021, GX deposited the
second portion of this contribution into the trust account, which was an amount
equal to $0.025 per share of Class A Common stock not redeemed in connection
with the Special Meeting (representing an aggregate contribution of
$314,500.10).
Also on July 1, 2021, Celularity issued a press release announcing that it had
entered into an Exclusive Supply and Distribution Agreement for multiple
commercial products with Arthrex, Inc. A copy of the press release is attached
as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this
Item 7.01 by reference.
The foregoing Exhibit 99.1 and the information set forth therein is being
furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes
of Section 18 of the Exchange Act or otherwise be subject to the liabilities of
that section, nor shall they be deemed to be incorporated by reference in any
filing under the Securities Act or the Exchange Act.
Additional Information and Where to Find It
GX has filed a registration statement on Form S-4, as amended on March 29, 2021,
April 23, 2021, and June 22, 2021 (the "Registration Statement") with the U.S.
Securities and Exchange Commission ("SEC"), which includes the proxy statement
distributed to holders of GX's common stock in connection with GX's solicitation
of proxies for the vote by GX's stockholders with respect to the Business
Combination and other matters as described in the Registration Statement, and a
prospectus relating to the offer of the securities to be issued to Celularity's
stockholders in connection with the Business Combination. The Registration
Statement was declared effective by the SEC on June 25, 2021 and the definitive
proxy statement/prospectus and other relevant documents have been mailed to GX's
stockholders as of the record date established for voting on the Business
Combination and the other proposals regarding the Business Combination. GX's
stockholders and other interested persons are advised to read the definitive
proxy statement / prospectus in connection with GX's solicitation of proxies for
its special meeting of stockholders to be held to approve, among other things,
the Business Combination, because these documents will contain important
information about GX, Celularity and the Business Combination. Stockholders may
also obtain a copy of the definitive proxy statement/prospectus, as well as
other documents filed with the SEC regarding the Business Combination and other
documents filed with the SEC by GX, without charge, at the SEC website located
at www.sec.gov or by directing a request to GX, 1325 Avenue of the Americas,
25th Floor, New York, NY 10019.
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Participants in the Solicitation
GX and its directors and officers may be deemed participants in the solicitation
of proxies of GX's stockholders in connection with the Business Combination.
GX's stockholders and other interested persons may obtain, without charge, more
detailed information regarding the directors and officers of GX in GX's Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed
with the SEC on March 4, 2021, GX's Definitive Proxy Statement on Schedule 14A,
which was filed with the SEC on December 4, 2020, the Registration Statement and
the definitive proxy statement/prospectus, which was filed with the SEC on June
25, 2021.
Information regarding the persons who may, under SEC rules, be deemed
participants in the solicitation of proxies of GX's stockholders in connection
with the Business Combination and other matters to be voted upon at the special
meeting are set forth in the definitive proxy statement/prospectus for the
Business Combination. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the Business
Combination is included in the definitive proxy statement/prospectus for the
Business Combination.
Non-Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent
or authorization with respect to any securities or in respect of the potential
transaction and shall not constitute an offer to sell or a solicitation of an
offer to buy the securities of Celularity, the combined company or GX, nor shall
there be any sale of any such securities in any state or jurisdiction in which
such offer, solicitation, or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction. No offer
of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended, and
otherwise in accordance with applicable law.
Forward Looking Statements
This communication contains, or incorporates by reference, "forward-looking
statements" within the meaning of The Private Securities Litigation Reform Act
of 1995, as well as within the meaning of Section 27A of the Securities Act of
1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended. Forward-looking statements may include, but are not limited to,
statements regarding the parties' expectations, hopes, beliefs, intentions, or
strategies regarding the future. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "can," "contemplate," "continue,"
"could," "estimate," "expect," "forecast," "intends," "may," "might," "outlook,"
"plan," "possible," "potential," "predict," "project," "seek," "should,"
"strive," "target," "will," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. The following factors, among others, could
cause actual results to differ materially from those described in these
forward-looking statements: (i) the ability to consummate the Business
Combination; (ii) the expected benefits of the Business Combination; (iii) the
financial and business performance of Celularity; (iv) the inability to complete
the PIPE Investment; (v) the success and timing of Celularity's cellular
therapeutic development activities and initiating clinical trials; (vi) the
success and timing of Celularity's planned clinical trials; (vii) Celularity's
ability to obtain and maintain regulatory approval of any of Celularity's
therapeutic candidates; (viii) Celularity's plans to research, discover and
develop additional therapeutic candidates, including by leveraging genetic
engineering and other technologies and expanding into additional indications;
(ix) Celularity's ability to expand its manufacturing capabilities, and to
manufacture Celularity's therapeutic candidates and scale production; (x)
Celularity's ability to meet certain milestones; (xi) changes in Celularity's
strategy, future operations, financial position, estimated revenues and losses,
projected costs, prospects and plans; (xii) the implementation, market
acceptance and success of Celularity's business model; (xiii) developments and
projections relating to Celularity's competitors and industry; (xiv) the impact
of health epidemics, including the COVID-19 pandemic, on Celularity's business
and the actions Celularity may take in response thereto; (xv) Celularity's
expectations regarding its ability to obtain and maintain intellectual property
protection and not infringe on the rights of others; (xvi) expectations
regarding the time during which GX will be an emerging growth company under the
JOBS Act; (xvii) Celularity's future capital requirements and sources and uses
of cash; (xviii) Celularity's ability to obtain funding for its operations;
(xix) Celularity's business, expansion plans and opportunities; (xx) the outcome
of any known and unknown litigation and regulatory proceedings; and (xxi)
changes in applicable laws, ordinances, regulations, codes, executive orders,
injunctions, judgments, decrees or other orders or the interpretation thereof.
These forward-looking statements are based on information available as of the
date of this communication, and current expectations, forecasts and assumptions,
and involve a number of judgments, risks and uncertainties. These risks and
uncertainties may be amplified by the COVID- 19 pandemic, which has caused
significant economic uncertainty. If any of these risks materialize or
underlying assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. There may be
additional risks that the parties do not presently know, or that they currently
believe are immaterial, that could also cause actual results to differ from
those contained in the forward-looking statements. In addition, forward-looking
statements reflect the parties' expectations, plans, or forecasts of future
events and views as of the date of this communication. The parties anticipate
that subsequent events and developments will cause their assessments to change.
Accordingly, forward-looking statements should not be relied upon as
representing the parties' views as of any subsequent date, and the parties do
not undertake any obligation to update forward-looking statements to reflect
events or circumstances after the date they were made, whether as a result of
new information, future events or otherwise, except as may be required under
applicable securities laws. Additional risks and uncertainties are identified
and discussed in the parties' reports filed with the SEC and available at the
SEC's website at http://www.sec.gov.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description
99.1 Press Release issued July 1, 2021
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