Item 8.01. Other Events.
On April 16, 2021, GX Acquisition Corp. ("GX") issued a press release announcing
that it will hold a stockholder meeting in order to seek stockholder approval to
extend the date by which GX must complete its initial business combination (the
"Extension") from May 23, 2021 to July 31, 2021.
As previously announced, in January 2021 GX entered into a definitive merger
agreement with Celularity Inc. ("Celularity"), an allogeneic cellular therapy
company, that would result in Celularity combining with GX and becoming a
publicly listed company (the "Celularity Business Combination"). On January 25,
2021, GX filed a registration statement on Form S-4, including a proxy
statement/prospectus, relating to the Celularity Business Combination. Since
that time, GX and Celularity have been working together to address comments from
the staff of the U.S. Securities and Exchange Commission ("SEC") on the proxy
statement/prospectus filed in connection with the Celularity Business
Combination, including comments on any amendments thereto, and to satisfy the
various closing conditions contained in the merger agreement. Additionally, in
recent days the SEC made a public statement regarding accounting and reporting
considerations for warrants issued by special purpose acquisition companies. GX
has begun a complete review of its accounting treatment of its public and
private warrants, and GX's board of directors currently believes that there may
not be sufficient time before May 23, 2021 to complete the review and hold a
special meeting to conduct a vote for the stockholder approvals required in
connection with the Celularity Business Combination and consummate the closing
of the Celularity Business Combination within the legally prescribed time
constraints applicable to such actions. The purpose of the Extension is to allow
GX more time to complete the accounting review, to allow GX's stockholders to be
able to evaluate the Celularity Business Combination and to allow additional
time to consummate the Celularity Business Combination. If the Extension is
approved, GX will hold another stockholder meeting prior to the extended
deadline in order to seek stockholder approval of the Celularity Business
Combination.
A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Additional Information and Where to Find It
GX Acquisition Corp. ("GX") has filed an amended registration Statement with the
SEC on Form S-4 (the "Registration Statement"), which includes a preliminary
proxy statement to be 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 Celularity Business Combination between GX and Celularity 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 Celularity Business Combination. After the Registration
Statement has been declared effective, GX will mail a definitive proxy statement
and other relevant documents to its stockholders as of the record date
established for voting on the Celularity Business Combination and the other
proposals regarding the Celularity Business Combination set forth in the
Registration Statement. GX's stockholders and other interested persons are
advised to read the Registration Statement, including the preliminary proxy
statement / prospectus contained therein, and any amendments thereto and, once
available, 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 Celularity Business Combination, because these
documents will contain important information about GX, Celularity and the
Celularity Business Combination. Stockholders may also obtain a copy of the
preliminary proxy statement/prospectus or, once available, the definitive proxy
statement/prospectus, as well as other documents filed with the SEC regarding
the Celularity 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.
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 Celularity 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, which was filed with the SEC on March 29, 2021,
including the preliminary proxy statement/prospectus contained therein and GX's
Definitive Proxy Statement on Schedule 14A, which was filed with the SEC on
April 14, 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 Celularity Business Combination and other matters to be voted upon at
the special meeting will be set forth in the registration statement for the
Celularity Business Combination. Additional information regarding the interests
of participants in the solicitation of proxies in connection with the Celularity
Business Combination is included in the Registration Statement for the
Celularity Business Combination.
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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. Forward-looking statements may include, but are not limited to,
statements regarding GX's, GX's management team's, Celularity's and Celularity's
management team's 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 Celularity Business Combination; (ii) the expected
benefits of the Celularity 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 neither GX nor Celularity presently know, or that GX or
Celularity 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 GX's and Celularity's expectations,
plans, or forecasts of future events and views as of the date of this
communication. GX and Celularity anticipate that subsequent events and
developments will cause GX's and Celularity's assessments to change.
Accordingly, forward-looking statements should not be relied upon as
representing GX's or Celularity's views as of any subsequent date, and GX does
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 GX's reports filed with the SEC and available at the SEC's
website at http://www.sec.gov.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description
99.1 Press Release of GX Acquisition Corp., dated April 16, 2021
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