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 Palantir Technologies Inc. (NYSE:
PLTR), a software company that builds enterprise platforms, will
form a multi-year strategic partnership to leverage the unique
combined strengths of Palantir’s Foundry platform with Celularity’s
deep dataset to accelerate and advance cellular therapies.
Celularity will use Palantir Foundry, a platform that leverages
artificial intelligence (AI) and allows for the integration of
siloed data sources into a common operating picture, leading to
better data-driven decision making. Celularity will employ
Palantir’s Foundry platform to secure deeper insights into data
obtained from Celularity’s discovery and process development as
well as manufacturing and biorepository operations.
Shyam Sankar, Chief Operating Officer of Palantir,
said, “Celularity’s unique approach to cellular therapies,
grounded in their highly proprietary placental cellular technology,
has the potential to transform the field and is ideally suited to
synergize with our data analytics capabilities. Leveraging
Celularity’s significant pool of valuable data, we believe we will
be able to generate meaningful clinical insights capable of
advancing the current treatment landscapes. Our software allows
organizations to accelerate life sciences research and enables
data-driven inference to guide scientific research. Great AI is
only possible with the best data sets and we are excited to partner
with Celularity to unlock the potential of health data and redefine
the cell therapy landscape.”
“Cellular medicine represents the next frontier in the treatment
of cancer and many other serious diseases, but despite important
advances such as CAR-T the field remains in its infancy and many
opportunities exist to innovate and improve the quality, precision
and economics of these cellular medicines,” said Robert J. Hariri,
M.D., Ph.D., founder, Chairperson and Chief Executive Officer of
Celularity. “One cannot overlook the enormous value resident in the
deep analysis of the large and complex datasets related to the
genomics, secretomics, epigenetics and biological performance of
cells in manufacturing and clinically. As pioneers in
placental-derived stem cell therapies, and having two decades of
experience in the procurement of post-partum placentas from over
50,000 newborn donors, we have amassed a vast repository of data
that could hold valuable insights and guide the development of
future programs when coupled with deep learning from a leading AI
innovator such as Palantir. Moreover, parallel progress in
annotating the genome and applying that intelligence to screening
donors and having the ability to predict a range of biologic
characteristics will ultimately guide both the manufacturing and
clinical application of these products. This partnership provides
the foundation for translating our data into inferences that can
guide our research and development programs, and help us realize
our combined goal of creating the next evolution in cellular
medicine.”
As part of the partnership, Palantir will make an investment in
Celularity that will close immediately following Celularity’s
planned business combination with GX Acquisition Corp. (Nasdaq:
GXGX), a special purpose acquisition corporation. Palantir's
investment, together with the previously announced PIPE investment
being made in conjunction with the GX-Celularity business
combination, will bring over $100 million in new funding to
Celularity upon closing of the business combination.
About Palantir Technologies
Palantir Technologies is a software company that builds
enterprise data platforms for use by organizations with complex and
sensitive data environments. From building safer cars and planes,
to discovering new drugs and combating terrorism, Palantir helps
customers across the public, private, and nonprofit sectors
transform the way they use their data. Additional information is
available at https://www.palantir.com
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.
In January 2021, Celularity entered into a definitive merger
agreement with GX Acquisition Corp. to create a publicly listed
leader in allogeneic cellular therapy. GX Acquisition Corp. is
listed on Nasdaq under the ticker symbol “GXGX.” Upon closing of
the business combination, expected to be completed in the second
quarter of 2021, shares of the combined company will be listed on
Nasdaq under the ticker symbol “CELU.”
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.
To learn more, visit celularity.com.
Celularity Investor Contacts:Carlos
RamirezCelularitycarlos.ramirez@celularity.com
Alexandra RoySolebury Troutaroy@soleburytrout.com
Palantir Media Contact:Lisa
Gordonmedia@palantir.com
Celularity Media ContactJason Braco,
Ph.D.LifeSci Communicationsjbraco@lifescicomms.com
GX ContactCaroline LuzLambert &
Co.cluz@lambert.com
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 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 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.
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, as well as within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
Forward-looking statements may include, but are not limited to,
statements regarding the parties’ 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
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; (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 the parties do not presently know, or
that they 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 the parties’ expectations, plans, or forecasts of future
events and views as of the date of this communication. The parties
anticipate that subsequent events and developments will cause their
assessments to change. Accordingly, forward-looking statements
should not be relied upon as representing the parties’ views as of
any subsequent date, and the parties do 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 the parties’ reports
filed with the SEC and available at the SEC’s website at
http://www.sec.gov.
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