Item 8.01. Other Events.
On May 10, 2021 GX Acquisition Corp. ("GX") reaffirmed its intention to support
the proposal (the "Extension Amendment 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"). The Extension Amendment Proposal will be voted on by
stockholders at the upcoming special meeting of stockholders on May 14, 2021
(the "Special Meeting") and is described in further detail in GX's Definitive
Proxy Statement on Schedule 14A (the "Proxy Statement"), filed with the U.S.
Securities and Exchange Commission ("SEC") on April 14, 2021. If the Extension
is approved at the Special Meeting, the holders of shares of GX's Class A common
stock originally sold as part of the units issued in its initial public offering
may elect to redeem their Class A common stock for a per-share price, payable in
cash, equal to the aggregate amount then on deposit in the trust account
including interest not previously released to GX to pay its taxes, divided by
the number of then outstanding public shares (as defined in the Proxy
Statement).
In order to support this proposal, GX has agreed that, if the Extension is
approved, it will 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 is not redeemed in connection with the Special Meeting (the
"Maximum Contribution"). This contribution will be funded as follows: on (or
prior to) May 23, 2021, GX will deposit into the trust account an amount equal
to $0.0315 per share of Class A common stock not redeemed in connection with the
Special Meeting and on (or prior to) July 1, 2021, GX will deposit into the
trust account an amount equal to $0.025 per share of Class A common stock not
redeemed in connection with the Special Meeting, provided that, no such deposits
will be made following the completion of GX's previously announced business
combination with Celularity Inc. ("Celularity"), an allogeneic cellular therapy
company (the "Celularity Business Combination"). Affiliates of GX's sponsor, GX
Sponsor LLC, have agreed to contribute to GX as a loan an amount equal to the
aggregate amount of each monthly contribution described above. The per-share pro
rata portion of the trust account on the March 23, 2021 record date for the
Special Meeting was approximately $10.15. If the Extension is approved and GX
needs the full length of the Extension to complete the Celularity Business
Combination and the Maximum Contribution is made, an additional $0.0565 will be
added to the per-share redemption amount. No contribution will occur if the
Extension Amendment Proposal is not approved, and GX will not make the monthly
contributions into the trust account if the Extension is not completed for any
reason (including consummation of the Celularity Business Combination). The loan
will not bear interest and will be repayable by GX upon consummation of the
Celularity Business Combination in cash or through the issuance of private
placement warrants (at a price of $1.00 per warrant, capped at $1,500,000), at
the option of the lender.
GX and Celularity are continuing to work together to address comments from the
staff of the SEC on the proxy statement/prospectus filed in connection with the
Celularity Business Combination and to satisfy the various closing conditions to
the consummation of the Celularity Business Combination.
On May 10, 2021, GX issued a press release announcing the Maximum Contribution.
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 8.01 by reference.
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Additional Information and Where to Find It
GX has filed a 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 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. 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 Business Combination and the other proposals
regarding the 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
Business Combination, because these documents will contain important information
about GX, Celularity and the 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 Business Combination and other documents filed with the SEC by
GX, without charge, at the SEC's website located at www.sec.gov or by directing
a request to GX Acquisition Corp., 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 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 initially filed with the SEC on January 25, 2021 and amended on March
29, 2021 and April 23, 2021, including the preliminary proxy
statement/prospectus contained therein, and the Proxy Statement.
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 will be set forth in the registration statement 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 Registration Statement 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.
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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.
Forward-looking statements in this communication may include, for example: (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; and (xx) the outcome of any known and unknown litigation and
regulatory proceedings. 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 issued May 10, 2021
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