GX ACQUISITION CORP. Item 1.01. Entry into a Material Definitive Agreement.
Pursuant to the Merger Agreement, at the closing of the transactions
contemplated by the Merger Agreement (the "Closing"), and in accordance with the
Delaware General Corporation Law, as amended ("DGCL"), (i) First Merger Sub will
be merged with and into Celularity (the "First Merger"), with Celularity
surviving the First Merger as a wholly owned subsidiary of GX (Celularity, in
its capacity as the surviving corporation of the First Merger, is sometimes
referred to as the "Surviving Corporation"); and (ii) immediately following the
First Merger and as part of the same overall transaction as the First Merger,
the
The Merger Agreement Merger Consideration
The aggregate merger consideration payable to stockholders of Celularity at the
Closing consists of up to 147,327,224 newly issued shares of Class A common
stock of GX, par value
Prior to the Closing, Celularity will cause each share of preferred stock of
Celularity, par value
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At the Effective Time, by virtue of the First Merger and without any action on the part of GX, First Merger Sub, Celularity or the holders of any of the following securities:
(a) each share of Celularity Common Stock (including shares of Celularity Common
Stock resulting from the conversion of shares of Celularity Preferred Stock
described above (including any shares of Celularity Preferred Stock issued
for cash upon exercise of a warrant to purchase Celularity's Series B
Preferred Stock (each, a "Celularity Warrant") prior to or in connection with
the Closing)) that is issued and outstanding immediately prior to the
Effective Time will be canceled and converted into the right to receive the
number of shares of GX Class A Common Stock equal to the Exchange Ratio (as
defined below) (the "Per Share Merger Consideration");
(b) each share of Celularity capital stock held in the treasury of Celularity
will be cancelled without any conversion thereof and no payment or
distribution will be made with respect thereto;
(c) each share of First Merger Sub common stock, par value
issued and outstanding immediately prior to the Effective Time will be
converted into and exchanged for one validly issued, fully paid and
nonassessable share of common stock, par value $0.0001 per share, of the
Surviving Corporation ;
(d) each Celularity Warrant (as to which no notice of exercise has been delivered
to Celularity prior to the Closing) that is outstanding immediately prior to
the Effective Time (and which would otherwise be exercisable in accordance
with its terms immediately following the Effective Time) will, to the extent
consistent with the terms of such Celularity Warrant, represent the right to
purchase shares of GX Class A Common Stock (and not Celularity Capital Stock)
(each, a "Converted Warrant") on the same terms and conditions (including
exercisability terms) as were applicable to such Celularity Warrant
immediately prior to the Effective Time, except that (A) each Converted
Warrant will be exercisable for that number of shares of GX Class A Common
Stock equal to the product (rounded down to the nearest whole number) of (1)
the number of Celularity Warrant Shares (as defined below) subject to the
Celularity Warrant immediately prior to the Effective Time and (2) the
Exchange Ratio (as defined below); and (B) the per share exercise price for
each share of GX Class A Common Stock issuable upon exercise of the Converted
Warrant will be equal to the quotient (rounded up to the nearest whole cent)
obtained by dividing (1) the per share exercise price for each share of
Series B Preferred Stock issuable upon exercise of such Celularity Warrant
immediately prior to the Effective Time by (2) the Exchange Ratio (as defined
below); and
(e) each option to purchase Celularity Common Stock (each, a "Celularity Option")
that is outstanding immediately prior to the Effective Time will be assumed
by GX and converted into an option to purchase shares of GX Class A Common
Stock (each, a "Converted Option"), except that the assumption and conversion
of any such Celularity Options that are incentive stock options under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code") will be
effected in a manner that is intended to be consistent with the applicable
requirements of Section 424 of the Code and the applicable regulations
promulgated thereunder. Each Converted Option will have and be subject to the
same terms and conditions (including vesting and exercisability terms) as
were applicable to such Celularity Option immediately before the Effective
Time, except that (x) each Celularity Option will be exercisable for that
number of shares of GX Class A Common Stock equal to the product (rounded
down to the nearest whole number) of (1) the number of shares of Celularity
Common Stock subject to the Celularity Option immediately before the
Effective Time and (2) the Exchange Ratio (as defined below); and (y) the per . . .
Item 3.02 Unregistered Sales of
The disclosure set forth above in Item 1.01 of this Current Report with respect
to the
Item 7.01. Regulation FD Disclosure.
The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2, is furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of GX under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filings. This Current Report will not be deemed an admission as to the materiality of any information of the information contained in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2.
On
The script that GX intends to use for the Conference Call is furnished as Exhibit 99.2 to this Current Report.
An investor presentation for use by GX with certain of its stockholders and other persons with respect to the Business Combination, and for use by GX during the Conference Call, is furnished as Exhibit 99.3 to this Current Report.
Forward-Looking Statements
This Current Report 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.
These forward-looking statements are based on information available as of the
date of this Current Report, and current expectations, forecasts and
assumptions, and involve a number of judgments, risks and uncertainties. Many
factors could cause actual future events to differ materially from the
forward-looking statements in this document, including but not limited to: (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
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Additional Information about the Business Combination and Where to Find It
GX intends to file the Registration Statement with the
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
Information regarding the persons who may, under
Non-Solicitation
This Current Report 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 the Securities Act.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are being filed herewith:
Exhibit No. Description 2.1* Merger Agreement and Plan of Reorganization, dated as ofJanuary 8, 2021 by and amongGX Acquisition Corp. ,Alpha First Merger Sub, Inc. ,Alpha Second Merger Sub LLC andCelularity Inc. 10.1 Form of Subscription Agreement 10.2* Form of Stockholder Support Agreement 10.3* Sponsor Support Agreement, dated as ofJanuary 8, 2021 by and amongGX Acquisition Corp. ,Celularity Inc. ,GX Sponsor LLC and the directors and officers ofGX Acquisition Corp. set forth therein 10.4 Form of Lock-up Agreement (incorporated by reference to Exhibit B to the Merger Agreement, filed as Exhibit 2.1 to this Current Report) 99.1 Press Release, datedJanuary 8, 2021 (furnished only) 99.2 Conference Call Script (furnished only) 99.3 Investor Presentation of GX, dated as ofJanuary 8, 2021 (furnished only)
* Certain schedules to this Exhibit have been omitted in accordance with Item
601(b)(2) of Regulation S-K. GX hereby agrees to hereby furnish as a supplement
a copy of all omitted schedules to the
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