Full Press Release Details
and GX Acquisition Corp. Announce Merger Agreement to Create a Publicly Listed Leader in Allogeneic Cellular Therapy
8, 2021 at 8:00 AM EDT
PARK, NJ and NEW YORK, NY - January 8, 2021 - 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"
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.
$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.
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.
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,"
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."
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."
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.
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.
of the business combination and PIPE are expected to be used, among other things, to support Celularity's research and clinical
development programs, including:
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.
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.
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.
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
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.
Partners LP is serving as lead financial advisor to Celularity. Morgan Stanley & Co. LLC 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.
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.
8, 2021 at 8:00 a.m. EDT
GX Acquisition Corp.
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.
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
na vet , 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.
Information about the Business Combination and Where to Find It
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,