FLORHAM PARK, N.J. and
NEW YORK, Jan. 8, 2021 /PRNewswire/ -- Celularity Inc.
("Celularity"), a clinical-stage biotechnology company, leading the
next evolution in cellular medicine with the development of
off-the-shelf allogeneic therapies derived from the postpartum
human placenta, and GX Acquisition Corp. (Nasdaq: GXGX), a special
purpose acquisition company, today announced they have entered into
a definitive merger agreement pursuant to which GX Acquisition
Corp. will combine with Celularity. Upon the closing of the
transaction, which is expected to occur in the second quarter of
2021, GX Acquisition Corp. will be renamed Celularity Inc., and its
common stock and warrants are expected to remain listed on Nasdaq
under the new ticker symbols "CELU" and "CELUW."
In addition to the approximately $292
million held in GX Acquisition Corp.'s trust account
(assuming no stockholder redemptions are effected), a group of
existing and other institutional investors have committed to
participate in a concurrent equity financing through the sale of
approximately $80 million of GX
Acquisition Corp. Class A common stock at $10.00 per share. Investors in the PIPE include
existing Celularity stockholders or their affiliates including
Starr Insurance Companies, Dragasac Limited, Sorrento Therapeutics,
as well as unaffiliated institutional investors.
Approximately $372 million of
total expected proceeds from the PIPE and cash held in GX
Acquisition Corp.'s trust account will be added to the combined
company's balance sheet (assuming no stockholder redemptions are
effected). The company will operate under the Celularity management
team, led by Founder, Chairperson and Chief Executive Officer,
Robert J. Hariri, M.D., Ph.D. The
boards of directors of both GX Acquisition Corp. and Celularity
have unanimously approved the proposed transaction. Completion of
the transaction is subject to approval of both GX Acquisition
Corp.'s and Celularity's stockholders and the satisfaction or
waiver of certain other customary closing conditions.
"I would like to thank the team at Celularity, existing
Celularity and GX Acquisition Corp. stockholders, the PIPE
investors, and all our advisors for their dedication in preparing
for this transaction. We anticipate that the proceeds will provide
us added runway and enable us to accelerate the development of
innovative, off the shelf allogeneic cell therapies, including
genetically modified natural killer (NK) cell therapies and CAR T
cell therapies derived from the postpartum placenta. We expect to
leverage this transaction and our new state-of-the-art
manufacturing facility to advance the delivery of best-in-class
cell therapies to patients with unmet medical needs," said Dr.
Hariri.
"At Celularity we believe the next evolution in allogeneic cell
therapy entails the delivery of rapidly scalable, high quality and
economical solutions. It is in the continued spirit of evolution
that today we announce our plans for becoming a public company,"
Dr. Hariri added.
John Sculley, Vice Chairman of
the Board of Celularity, former CEO of Apple Inc., and former
President of Pepsi Cola, further speaks to the Company's dynamic
footprint: "Bob is creating systemic change with Celularity – he
started with his insight of the incredible power of the placenta,
something that is being discarded, as the source material to come
up with immuno-oncology therapies that would touch many types of
cancer, and be scalable to reach millions of people."
Dean C. Kehler, Co-Chairman and
CEO at GX Acquisition Corp., added, "We are excited to partner with
the management of Celularity to create a new publicly-traded cell
therapy company. Most importantly, this transaction will help to
continue the decades of innovation by Dr. Hariri and his seasoned
team, with the goal of developing new immunotherapies to treat
cancer and other diseases."
Celularity is a clinical-stage biotechnology company leading the
next evolution in cellular medicine with the development of
allogeneic placental-derived cell therapy products, including
genetically engineered placental-derived natural killer ("NK")
cells and unmodified NK cells; placental-derived T cells engineered
with a chimeric antigen receptor ("CAR -T cells"); and
mesenchymal-like adherent stromal cells ("ASCs"). The cell therapy
products are being developed to target indications across cancer,
infectious and degenerative diseases.
Celularity believes that by harnessing the placenta's unique
biology and ready availability, it will be able to develop
therapeutic solutions that address a significant unmet global need
for effective, accessible, and affordable therapeutics.
Proceeds of the business combination and PIPE are expected to be
used, among other things, to support Celularity's research and
clinical development programs, including:
- CYNK-101 is Celularity's lead therapeutic candidate based
on its placental-derived genetically modified NK cells. CYNK-101 is
an allogeneic, cryopreserved, off-the-shelf investigational cell
therapy product with potential applications in hematological
cancers and solid tumors as well as infectious disease. Celularity
plans to submit its initial CYNK-101 investigational new drug
("IND") application in the first half of 2021 to investigate
CYNK-101 in combination with a monoclonal antibody ("mAb") to
target HER2+ cancers, such as gastric cancer. The Phase 1/2a
clinical trial will commence in 2021.
- CyCART-19 is a placental-derived T cell therapy engineered
with a chimeric antigen receptor ("CAR") that is cryopreserved,
allogeneic and available off-the shelf to clinicians.
CyCART-19 is in development initially for the treatment of B-cell
malignancies, targeting the CD19 receptor. Unlike adult peripheral
blood mononuclear cell derived T cells, placental-derived T cells
are mostly naïve (CD45RA+), expand readily ex vivo, express markers
of stem cell memory and have lower expression of effector or
exhaustion markers, allowing for greater proliferative potential in
vivo. Celularity plans to file its initial CyCART-19 IND
application and to commence a Phase 1/2a clinical trial in the
first half of 2021.
- CYNK-001 is a non-genetically modified NK cell therapy
product being developed from placental hematopoietic stem cells as
a potential treatment option for various hematologic cancers, solid
tumors, and infectious disease. CYNK-001 is in development for the
treatment of acute myeloid leukemia ("AML"), a blood cancer, and
for glioblastoma multiforme ("GBM"), a solid tumor cancer, as well
as COVID-19. CYNK-001 is currently in a Phase 1 trial (for AML and
other blood cancers) and Phase 1/2a (for both GBM and COVID-19)
clinical trials. Celularity plans to commence pivotal Phase 2
trials of CYNK-001 for the treatment of both AML and GBM in
2021.
- APPL-001 is a placental-derived mesenchymal-like ASC being
developed for the treatment of degenerative diseases, including
Crohn's disease. Celularity plans to submit an IND in the second
half of 2021 and to commence a Phase 1/2a study of APPL-001 for the
treatment of Crohn's disease in 2022.
Celularity also plans to use the funding from the transaction to
bolster the continued build-out of internal discovery capabilities,
enhance business development activities and support general
corporate activities.
Celularity's current science is the product of over two decades
of discovery, research, and development. Celularity has its roots
in Anthrogenesis Corporation ("Anthrogenesis"), a company founded
in 1998 by Dr. Hariri and acquired in 2002 by Celgene Corporation
("Celgene"). The team continued to hone its discoveries and
expertise in the field of placental-derived cells at Celgene
through August 2017, when Celularity,
led by Dr. Hariri, acquired Anthrogenesis from Celgene.
Celularity benefits from Celgene's twenty-plus years' investment
in developing technologies and capabilities to enable the
manufacture cellular products at scale, with consistent and
reliable quality.
Celularity has a robust global intellectual property portfolio
comprised of over 1,500 patents and patent applications around the
Celularity IMPACT platform, covering its processes, technologies,
and key cell therapy programs. In 2020, Celularity completed
construction of its 150,000 square foot purpose-built manufacturing
and research facility located in Florham
Park, New Jersey. This facility incorporates a world-class
cGMP-ready manufacturing center, research and product development
laboratories and biorepository, along with dedicated office space
and space for shared services. Celularity's facility includes nine
Grade C/ISO-7 and six Grade D/ISO-8 manufacturing suites designed
for the parallel commercial production of multiple cellular therapy
products and advanced biomaterials.
Summary of Transaction
The transaction will be effected pursuant to a merger of
Celularity with a wholly owned subsidiary of GX Acquisition Corp.
In the merger, outstanding shares of Celularity capital stock,
options and warrants will be converted into shares of common stock,
options and warrants, respectively, of the combined company at an
implied Celularity equity value of $1.25
billion.
Advisors
Ardea Partners LP is serving as lead financial advisor to
Celularity. Morgan Stanley & Co. is also serving as a financial
advisor. Truist Securities and Oppenheimer & Co. Inc. are
acting as capital markets advisors to Celularity. Cooley LLP is
serving as legal counsel to Celularity.
Credit Suisse is serving as lead capital markets advisor and
lead private placement agent on the PIPE to GX Acquisition Corp.
Cantor Fitzgerald is also serving as capital markets advisor
to GX Acquisition Corp. Skadden, Arps, Slate, Meagher & Flom
LLP is serving as legal counsel to GX Acquisition Corp.
Conference Call Information
January 8, 2021 at 8:00 a.m. EDT
Stream Recording:
https://celularity.com/joint-investor-conference-call/
About GX Acquisition Corp.
GX Acquisition Corp. is a blank check company incorporated in
Delaware for the purpose of
effecting a merger, share exchange, asset acquisition, share
purchase, reorganization, or similar business combination with one
or more businesses or entities. GX Acquisition Corp. is led by
Jay R. Bloom and Dean C. Kehler, who serve as Managing Partners
of Trimaran Capital Partners.
About Celularity
Celularity is a clinical stage biotechnology company leading the
next evolution in cellular medicine by developing off-the-shelf
placenta-derived allogeneic cell therapies, including
genetically-modified NK cells, T cells engineered with a CAR (CAR
T-cells), and ASCs, targeting indications across cancer, infectious
and degenerative diseases. Celularity believes that by harnessing
the placenta's unique biology and ready availability, it will be
able to develop therapeutic solutions that address a significant
unmet global need for effective, accessible, and affordable
therapeutics. Celularity currently has four active and enrolling
clinical trials and plans to submit three additional
investigational new drug ("IND") applications in 2021. The
Celularity IMPACT platform capitalizes on the benefits of
placental-derived cells to target multiple diseases, and provides
seamless integration, from bio-sourcing through manufacturing
cryopreserved and packaged allogeneic cells, which Celularity
handles at its purpose-built U.S.-based 150,000 square foot
facility in Florham Park, NJ.
Celularity believes the use of placental-derived cells sourced from
full-term healthy informed consent donors have potential inherent
advantages, both from an economic and a scientific perspective.
Relative to adult-derived cells, placental-derived cells
demonstrate greater stemness, which means the ability to expand and
persist. Further, their immunological naïveté, meaning having an
immune system that has never been exposed to a specific antigen,
may allow for an improved safety profile. Celularity's
placental-derived cells are allogeneic, meaning they are intended
for use in any patient, as compared to autologous cells, which are
derived from an individual patient for that patient's sole use.
Celularity believes this a key difference that will enable readily
available off-the-shelf treatments that can be delivered faster,
more reliably, at greater scale and to more patients.
Additional Information about the Business Combination and
Where to Find It
GX Acquisition Corp. intends to file the Registration Statement
with the SEC, which will include a preliminary proxy statement to
be distributed to holders of GX Acquisition Corp.'s common stock in
connection with GX Acquisition Corp.'s solicitation of proxies for
the vote by GX Acquisition Corp.'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 filed and declared effective, GX Acquisition
Corp. 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 Acquisition Corp.'s stockholders and other
interested persons are advised to read, once available, 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 Acquisition Corp.'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 Acquisition Corp.,
Celularity and the business combination. Stockholders may
also obtain a copy of the preliminary or definitive proxy
statement/prospectus, once available, as well as other documents
filed with the SEC regarding the business combination and other
documents filed with the SEC by GX Acquisition Corp., 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 Acquisition Corp., Celularity and their respective
directors and officers may be deemed participants in the
solicitation of proxies of GX Acquisition Corp.'s stockholders
in connection with the business combination. GX Acquisition
Corp.'s stockholders and other interested persons may obtain,
without charge, more detailed information regarding the directors
and officers of GX Acquisition Corp. in GX Acquisition
Corp.'s Annual Report on Form 10-K for the fiscal
year ended December 31, 2019, which was filed with the SEC on
March 24, 2020, and GX Acquisition Corp.'s Definitive
Proxy Statement on Schedule 14A, which was filed with the SEC on
December 4, 2020. Information
regarding Celularity's directors and officers will be set forth in
the Registration Statement for the business combination.
Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies of
GX Acquisition Corp.'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 will be included in
the Registration Statement for the business combination.
Non-Solicitation
This press release 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 Acquisition Corp., 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 the Securities Act.
Special Note Regarding Forward-Looking Statements
This press release 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 Acquisition Corp.'s, GX Acquisition Corp.'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 press release 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 Acquisition Corp. 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 press release, 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 Acquisition Corp. nor Celularity presently know, or that
GX Acquisition Corp. 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 Acquisition Corp.'s and
Celularity's expectations, plans, or forecasts of future events and
views as of the date of this press release. GX Acquisition Corp.
and Celularity anticipate that subsequent events and developments
will cause GX Acquisition Corp.'s and Celularity's assessments to
change. Accordingly, forward-looking statements should not be
relied upon as representing GX Acquisition Corp.'s or Celularity's
views as of any subsequent date, and GX Acquisition Corp. 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 Acquisition Corp.'s reports filed with the SEC and available at
the SEC's website at http://www.sec.gov.
GX Acquisition Corp. Contact:
Caroline Luz
Lambert & Co.
cluz@lambert.com
Celularity Investor Contacts:
Carlos Ramirez
Celularity
carlos.ramirez@celularity.com
Alexandra Roy
Solebury Trout
aroy@troutgroup.com
Celularity Media Contact:
media@celularity.com
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