Celularity Inc 8-K, filed May 14, 2021
Celularity Inc (CELU)
About this 8-K
Celularity Inc filed this 8-K on May 14, 2021.
Items reported
- Item 1.01: Entered into a material agreement
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 14, 2021
GX ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
| Delaware | 001- 38914 | 83- 1702591 | ||
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
1325 Avenue of the Americas, 25th Floor
New York, NY 10019
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (212) 616-3700
Not
Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☒ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A Common Stock and one-half of one Redeemable Warrant | GXGXU | The NASDAQ Stock Market LLC | ||
| Class A Common Stock, par value $0.0001 per share | GXGX | The NASDAQ Stock Market LLC | ||
| Warrants, each exercisable for one share Class A Common Stock for $11.50 per share | GXGXW | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company þ
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on January 8, 2021 GX Acquisition Corp. (the “Company”) entered into a definitive merger agreement (the “Merger Agreement”) with Alpha First Merger Sub, Inc. (“First Merger Sub”), Alpha Second Merger Sub, LLC (“Second Merger Sub”) and Celularity Inc. (“Celularity”), an allogeneic cellular therapy company, that would result in Celularity becoming a wholly owned subsidiary of the Company. On May 12, 2021, the Company, First Merger Sub, Second Merger Sub and Celularity entered into a letter agreement (the “Letter Agreement”) pursuant to which the Initial Outside Date (as defined in the Merger Agreement) was automatically extended to July 31, 2021 upon the Company’s stockholders’ approval of an extension of the date by which the Company must complete a Business Combination (as defined below), as further described below.
The Letter Agreement is filed as Exhibit 2.1 to this Current Report on Form 8-K and the foregoing description is qualified in its entirety by reference to the full text of the Letter Agreement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 14, 2021, GX held a special meeting (the “Special Meeting”) of the stockholders of the Company virtually via live webcast at https://www.cstproxy.com/gxacquisitioncorp/ex2021, at which holders of at least 17,968,751 shares of common stock were present in person or by proxy, representing [71.857]% of the voting power of the shares of the Company’s common stock as of March 23, 2021, the record date for the Special Meeting (stockholders of record as of the close of business on the record date are referred to herein as “Stockholders”). Each of the proposals listed below is described in more detail in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission on April 14, 2021 (the “Proxy Statement”) beginning on page 1, which is incorporated herein by reference. A summary of the voting results at the Special Meeting for each of the proposals is set forth below:
Proposal No. 1: The Stockholders approved and adopted an amendment to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must (1) effectuate a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (a “Business Combination”), (2) cease its operations except for the purpose of winding up if it fails to complete such Business Combination and (3) redeem 100% of the Company’s Class A common stock included as part of the units sold in the Company’s initial public offering that was consummated on May 23, 2019, from May 23, 2021 to July 31, 2021. We refer to this proposal as the “Extension Amendment Proposal.” The voting results for this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 25,444,230 | 26,219 | 353,252 | N/A |
Proposal No. 2: The Stockholders approved the adjournment of this meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to stockholders for vote. The voting results for this proposal were as follows:
| For | Against | Abstain | Broker Non-Votes | |||
| 24,765,280 | 706,819 | 351,602 | N/A |
Stockholders holding 16,169,996 shares of the Company’s Class A common stock exercised their right to redeem such shares for a pro rata portion of the funds in the Company’s trust account (the “Trust Account”) at a redemption price of approximately $10.15 per share. As a result, approximately $164.1 million in cash will be removed from the Trust Account to pay such holders.
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Item 7.01. Regulation FD Disclosure.
Attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 7.01 by reference is a copy of the press release issued May 14, 2021 announcing the Special Meeting results.
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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GX ACQUISITION CORP. | |||
| By: | /s/ Jay R. Bloom | ||
| Name: | Jay R. Bloom | ||
| Title: | Co-Chief Executive Officer | ||
| Dated: May 14, 2021 | |||
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Exhibit 2.1
CONFIDENTIAL
May 12, 2021
Celularity Inc.
170 Park Avenue
Florham Park, NJ 07932
Attention: Keary Dunn
Email: keary.dunn@celularity.com
Re: Letter Agreement
Reference is made to that certain Merger Agreement and Plan of Reorganization (as the same may be amended, the “Merger Agreement”), dated as of January 8, 2021, by and among GX Acquisition Corp., a Delaware corporation (“GX”), Alpha First Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of GX, Alpha Second Merger Sub, LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of GX and Celularity Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined in this letter agreement shall have the meanings assigned to such terms in the Merger Agreement, and this letter agreement shall be interpreted in the same manner as, and in accordance with, the Merger Agreement.
Accordingly, in consideration of the foregoing and the covenants and agreements contained herein, the parties hereto hereby acknowledge and agree as follows:
| 1. | Extension. The parties agree and acknowledge that, notwithstanding anything to the contrary in the Merger Agreement, if, prior to May 23, 2021, GX stockholders shall have approved the Extension contemplated by the definitive proxy statement filed by GX on April 14, 2021, then automatically and without any further action by any of the parties, the Initial Outside Date shall be extended to July 31, 2021, which shall thereafter be the Outside Date for all purposes contemplated by the Merger Agreement. |
| 2. | Certain Representations and Warranties. Each party represents and warrants that such party has full power and authority to enter into this letter agreement and that this letter agreement constitutes a valid and binding obligation of such party enforceable against such party in accordance with its terms. |
| 3. | Full Force and Effect. Except for the provisions set forth in this letter agreement, the Merger Agreement shall remain in full force and effect. Any reference in the Merger Agreement to “this Agreement” (or similar references) shall hereafter be deemed to refer to the Merger Agreement as modified by this letter agreement. |
| 4. | Counterparts. This letter agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. The exchange of a fully executed letter agreement (in counterparts or otherwise) by facsimile or by electronic delivery shall be sufficient to bind the parties to the terms of this letter agreement. |
IN WITNESS WHEREOF, the undersigned have caused this letter agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
| GX ACQUISITION CORP. | |||
| By: | /s/ Dean Kehler | ||
| Name: | Dean Kehler | ||
| Title: | Co-Chief Executive Officer | ||
Signature Page to Letter Agreement (Extension)
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| ALPHA FIRST MERGER SUB, INC. | |||
| By: | /s/ Jay Bloom | ||
| Name: | Jay Bloom | ||
| Title: | President | ||
Signature Page to Letter Agreement (Extension)
3
| ALPHA SECOND MERGER SUB, LLC | |||
| By: | /s/ Jay Bloom | ||
| Name: | Jay Bloom | ||
| Title: | President | ||
Signature Page to Letter Agreement (Extension)
4
| CELULARITY INC. | |||
| By: | /s/ Robert Hariri | ||
| Name: | Robert Hariri, M.D., Ph.D | ||
| Title: | Chairman and Chief Executive Officer | ||
Signature Page to Letter Agreement (Extension)
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
GX ACQUISITION CORP.
May 14, 2021
GX ACQUISITION CORP., (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows:
| 1. | The name of the Corporation is “GX Acquisition Corp.”. The original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on August 24, 2018 (the “Original Certificate”). An Amended and Restated Certificate of Incorporation, which both amended and restated the provisions of the Original Certificate, was filed in the office of the Secretary of State of the State of Delaware on May 20, 2019 (the “Amended and Restated Certificate of Incorporation”). |
| 2. | This amendment (the “Amendment”) to the Amended and Restated Certificate of Incorporation amends the Amended and Restated Certificate of Incorporation of the Corporation. |
| 3. | This Amendment to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders of 65% of the stock entitled to vote at a meeting of stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware (the “DGCL”). |
| 4. | The text of Section 9.1(b) of Article IX is hereby amended by deleting the following words: |
“within 24 months from the date of the closing of the Offering”
and replacing them with the words:
“by July 31, 2021”;
| 5. | The text of Section 9.2(d) of Article IX is hereby amended by deleting the following words: |
“the Corporation has not consummated an initial Business Combination within 24 months from the closing of the Offering shall:”
and replacing it with the following:
“the Corporation has not consummated an initial Business Combination by July 31, 2021, the Corporation shall:”; and
| 6. | The text of Section 9.7 of Article IX is hereby amended by deleting the following words: |
“within 24 months from the date of the closing of the Offering”
and replacing them with the words:
“by July 31, 2021”.
IN WITNESS WHEREOF, GX Acquisition Corp. has caused this Amendment to be duly executed in its name and on its behalf by an authorized officer as of this 14th day of May, 2021.
| GX ACQUISITION CORP. | |||
| By: | /s/ Dean C. Kehler | ||
| Name: | Dean C. Kehler | ||
| Title: | Co-Chairman and Chief Executive Officer | ||
Exhibit 99.1
GX Acquisition Corp. Announces Shareholder Approval of Extension Proposal
New York, New York – May 14, 2021 – GX Acquisition Corp. (“GX”) (NASDAQ: GXGX), a publicly-traded special purpose acquisition company, announced today that its stockholders have voted to approve an amendment to GX’s amended and restated certificate of incorporation to extend the date by which GX must effectuate its initial business combination from May 23, 2021 to July 31, 2021. As previously disclosed, on January 8, 2021, 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. GX and Celularity are continuing to work 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 to the consummation of the initial business combination.
GX issued the following statement:
“On behalf of the GX Board of Directors, I would like to thank our stockholders for their support of this transaction. We look forward to working with Celularity to complete the merger,” said Dean C. Kehler, Co-CEO of GX and Co-Chairman of GX’s Board of Directors.”
GX has filed today the voting results, as tabulated by an independent inspector of elections, on a Form 8-K with the SEC.
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.
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 a proposed business combination (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’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 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 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 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.
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 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; 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.
Contact:
Caroline Luz
Lambert & Co.
cluz@lambert.com