Celularity to Go Public Through SPAC Merger

New York – January 13, 2020 – Cooley advised Celularity, a clinical-stage biotechnology company developing off-the-shelf allogeneic therapies derived from the postpartum human placenta, on its agreement to become a public company by merging with GX Acquisition Corp., a special purpose acquisition company. Upon closing of the transaction, which is expected in Q2, GX will be renamed Celularity, and its common stock and warrants are anticipated to remain listed on Nasdaq under the new ticker symbols “CELU” and “CELUW.” Yvan-Claude Pierre, Marc Recht, Kevin Cooper and Marianne Sarrazin led the Cooley team advising Celularity on the transaction.

Celularity stockholders, including Sorrento Therapeutics, affiliates of Bristol Myers Squibb, Starr Insurance Companies and Dragasac Limited, a wholly owned subsidiary of Genting Berhad, current GX stockholders and private placement investors will hold shares in the combined company, which is expected to have an estimated initial post-transaction equity value of approximately $1.7 billion. In addition to the approximately $292 million held in GX's trust account, 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’s Class A common stock.

“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,” Robert Hariri, Celularity founder, chairperson and CEO, said in a news release. “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.”

The company 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.

Celularity is leading the next evolution in cellular medicine by developing off-the-shelf placenta-derived allogeneic cell therapies. The company 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 has four active and enrolling clinical trials and plans to submit three additional investigational new drug applications in 2021.

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