NEW YORK, April 16, 2021 /PRNewswire/ -- On April 14, 2021, GX Acquisition Corp. ("GX")
(NASDAQ: "GXGX"), provided information regarding a proposal to
amend GX's amended and restated certificate of incorporation (the
"Charter") to extend the date by which GX has to complete its
initial business combination (the "Extension") from May 23, 2021 to July 31,
2021.
The Charter currently provides that GX has 24 months from the
closing of its initial public offering (until May 23, 2021) to complete an initial business
combination, which is customary for a special purpose acquisition
company like GX. 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"). 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 transaction 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 GX board is seeking the Extension to complete the
accounting review, to allow our stockholders to be able to evaluate
the Celularity Business Combination and to allow additional time to
consummate the Celularity Business Combination. The GX board
continues to unanimously recommend that its stockholders vote
"FOR" the proposal to approve and adopt the merger agreement
providing for the Celularity Business Combination and each of the
other proposals at the special meeting to be held in connection
with the Celularity Business Combination.
In order to obtain the Extension, GX must amend certain
provisions of its Charter (the "Extension Amendment"). The special
meeting of GX stockholders to consider the Extension Amendment (the
"Extension Amendment Special Meeting") is scheduled for
May 14, 2021. Stockholder approval of
the Extension Amendment is required by Delaware law and the Charter. Whether or not a
GX stockholder plans to attend the Extension Amendment Special
Meeting virtually, GX urges its stockholders to vote
and submit their proxy with respect to the Extension Amendment
in advance of the Extension Amendment Special Meeting by one
of the methods described in the Extension Amendment Special Meeting
proxy statement filed by GX on April
14, 2021.
In addition, pursuant to the Charter, the holders of GX's Class
A common stock must be given the opportunity to redeem their shares
in connection with the Extension Amendment. The deadline for GX's
Class A stockholders to exercise their redemption rights in
connection with the Extension Amendment is May 12, 2021.
If the Extension Amendment is approved by the requisite vote of
stockholders, the remaining holders of GX's Class A common stock
will retain their rights to redeem their shares and vote on the
Celularity Business Combination when the Celularity Business
Combination is submitted to GX's stockholders at a future date.
Any holder of GX's Class A common stock that wishes to hold
those shares following the Celularity Business Combination should
not redeem such holder's shares in connection with the Extension
and should vote its shares "FOR" the Extension
Amendment.
The Celularity Business Combination is expected to be completed
in the second quarter of 2021, subject to, among other things, GX's
completion of its review of its accounting treatment of its
warrants (as described above), the approval by GX's stockholders,
satisfaction of the conditions stated in the definitive merger
agreement and other customary closing conditions.
About GX
GX 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 is led by Jay R.
Bloom and Dean C. Kehler, who
serve as Managing Partners of Trimaran Capital Partners.
About Celularity
Celularity, headquartered in Florham
Park, N.J., is a clinical stage biotechnology company
leading the next evolution in cellular medicine by developing
off-the-shelf placental-derived allogeneic cell therapies,
including unmodified NK cells, genetically-modified NK cells, T
cells engineered with a CAR (CAR T-cells), and mesenchymal-like
adherent stromal cells (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
significant unmet global needs for effective, accessible, and
affordable therapies.
Additional Information and Where to Find It
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.
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, 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.
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'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 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 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 press release. 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.
GX 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:
Jason Braco, Ph.D.
LifeSci Communications
(646)-751-4361
jbraco@lifescicomms.com
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SOURCE GX Acquisition Corp.