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"). On May 5, 2021, GX and Celularity announced that Celularity and
Palantir Technologies Inc. ("Palantir") entered into a multi-year $40,000,000
strategic partnership. As part of the partnership, Palantir will invest
$20,000,000 in the combined company at $10.00 per share that will close
immediately following the Business Combination. Palantir's investment, together
with the previously announced PIPE investment being made in conjunction with the
Business Combination, will bring over $100 million in new funding to Celularity
upon closing of the Business Combination.
A copy of the press release issued on May 5, 2021 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 with the U.S. Securities and Exchange
Commission ("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 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 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.
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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.
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 5, 2021
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