PART I. FINANCIAL INFORMATION [Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Financial%20Statements%20(Unaudited)) The company presents unaudited financial statements for H1 2022, reporting a $15.0 million net loss and expressing substantial doubt about its ability to continue as a going concern Condensed Consolidated Balance Sheet Data (in thousands) | Account | June 30, 2022 | December 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $37,996 | $37,240 | | Total current assets | $75,453 | $59,100 | | Total assets | $429,337 | $414,128 | | Total current liabilities | $32,939 | $26,225 | | Total liabilities | $279,187 | $314,710 | | Total stockholders' equity | $150,150 | $99,418 | Condensed Consolidated Statements of Operations Data (in thousands) | Account | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Total revenues | $9,711 | $5,857 | | Research and development | $47,022 | $39,901 | | Selling, general and administrative | $32,034 | $36,489 | | Income (loss) from operations | ($37,439) | ($105,006) | | Net income (loss) | ($15,041) | ($146,016) | Condensed Consolidated Statements of Cash Flows Data (in thousands) | Account | Six Months Ended June 30, 2022 | Six Months Ended June 30, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($70,571) | ($43,280) | | Net cash used in investing activities | ($2,894) | ($2,487) | | Net cash provided by (used in) financing activities | $74,214 | ($827) | | Net increase (decrease) in cash | $749 | ($46,594) | - The company has concluded that there is substantial doubt about its ability to continue as a going concern, as it expects its cash and cash equivalents as of June 30, 2022, will only fund operations into the fourth quarter of 2022[45](index=45&type=chunk)[46](index=46&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) The notes detail the company's biotechnology business, accounting policies, segment reporting, and key equity transactions including a $30 million PIPE financing - Celularity is a clinical-stage biotechnology company developing off-the-shelf placental-derived allogeneic cell therapies Its key programs include CYCART-19, CYNK-001, CYNK-101, APPL-001, and PDA-002, targeting cancer, infectious, and degenerative diseases[34](index=34&type=chunk)[35](index=35&type=chunk) - On January 1, 2022, the company adopted the new lease accounting standard (ASU 2016-02), resulting in the initial recording of Right-of-Use (ROU) assets of **$15.7 million** and lease liabilities of **$30.5 million**[71](index=71&type=chunk)[113](index=113&type=chunk) - In May 2022, the company completed a PIPE financing, raising approximately **$30 million** in gross proceeds through the sale of 4,054,055 shares of Class A Common Stock and accompanying warrants[136](index=136&type=chunk) - The company operates in three segments: Cell Therapy (R&D), Degenerative Disease (product sales like Biovance and Interfyl), and BioBanking (stem cell storage)[63](index=63&type=chunk)[174](index=174&type=chunk)[175](index=175&type=chunk) - On July 14, 2022, the company's President, Andrew L Pecora, M.D., notified the board of his decision to resign, effective August 31, 2022[192](index=192&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=36&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial results, noting increased revenues and a narrowed net loss for H1 2022, while reiterating the going concern issue due to insufficient cash Comparison of Results for the Six Months Ended June 30 (in thousands) | Account | 2022 | 2021 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $9,711 | $5,857 | $3,854 | 65.8% | | Research and development | $47,022 | $39,901 | $7,121 | 17.8% | | Selling, general and administrative | $32,034 | $36,489 | ($4,455) | (12.2)% | | Change in fair value of contingent consideration | ($40,198) | $30,704 | ($70,902) | (230.9)% | | Loss from operations | ($37,439) | ($105,006) | $67,567 | (64.3)% | - The increase in total revenues for the six months ended June 30, 2022, was primarily driven by a **$4.1 million** increase in license, royalty, and other revenues from increased product sales to distribution partners[237](index=237&type=chunk) - R&D expenses increased by **$7.1 million (17.8%)** in the first six months of 2022 compared to 2021, driven by Palantir platform fees, higher personnel costs, and lab supplies to support cell therapy process development[240](index=240&type=chunk) - The company's cash and cash equivalents of **$38.0 million** as of June 30, 2022, are not sufficient to fund operations for the next 12 months, leading to substantial doubt about its ability to continue as a going concern[203](index=203&type=chunk)[245](index=245&type=chunk) - Net cash from financing activities was **$74.2 million** for the first six months of 2022, primarily from **$46.5 million** in warrant exercises and **$27.5 million** from the May 2022 PIPE financing[252](index=252&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company states that this item is not applicable - This section is not applicable for the registrant[259](index=259&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were ineffective as of June 30, 2022, due to material weaknesses, and is implementing a remediation plan - Management concluded that disclosure controls and procedures were not effective as of the end of the period covered by this report[260](index=260&type=chunk) - The ineffectiveness is due to previously identified material weaknesses in internal control over financial reporting, including: - Insufficient internal resources with appropriate accounting expertise (Control Environment) - Incorrect assumptions in the calculation of contingent consideration liability - Errors in the calculation of deferred tax assets and liabilities - Incorrect assumptions in the calculation of warrant liabilities[260](index=260&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) - The company is implementing a remediation plan that includes hiring more accounting staff, formalizing controls, and engaging an outside firm to assist with documenting and implementing the internal control environment[263](index=263&type=chunk)[268](index=268&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not party to any legal proceedings that would be reasonably expected to have a material adverse effect on its business - The company states that it is not currently party to any claim or litigation that is expected to have a material adverse effect on its business[272](index=272&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) The company states that this item is not applicable - This section is not applicable for the registrant[273](index=273&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=48&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities or use of proceeds for this period - None reported[275](index=275&type=chunk) [Defaults Upon Senior Securities](index=48&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - None reported[277](index=277&type=chunk) [Mine Safety Disclosures](index=48&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) The company states that this item is not applicable - This section is not applicable for the registrant[278](index=278&type=chunk) [Other Information](index=48&type=section&id=Item%205.%20Other%20Information) The company reports no other information - None reported[280](index=280&type=chunk) [Exhibits](index=48&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the quarterly report, including the Certificate of Incorporation, Bylaws, various agreements related to a securities purchase, and officer certifications

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38914 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 83-1702591 (State or other jurisdiction o ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 001-38914 Celularity Inc. (Exact name of registrant as specified in its charter) Delaware 83-1702591 (State or other jurisdiction of inco ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 001-38914 Celularity Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 83-1702591 (State or other jurisdicti ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38914 CELULARITY INC. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | --- | |------------------------------------|----- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38914 GX ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |-----------------------------------------| ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) The company is a special purpose acquisition company (SPAC) focused on identifying and completing business combinations, notably with Celularity Inc - The company is a **blank check company** formed for the purpose of effecting a business combination with one or more businesses[18](index=18&type=chunk) - On January 8, 2021, the company entered into a **Merger Agreement with Celularity Inc.**, with aggregate merger consideration of up to **147,327,224 newly issued shares** of GX Class A Common Stock[19](index=19&type=chunk)[20](index=20&type=chunk) - Concurrently with the Merger Agreement, the company entered into subscription agreements for a **$83.4 million PIPE financing**, selling **8,340,000 shares at $10.00 per share**[26](index=26&type=chunk) Initial Public Offering and Trust Account Details | Event | Date | Details | | :--- | :--- | :--- | | **Initial Public Offering (IPO)** | May 23, 2019 | 28,750,000 units at $10.00/unit, generating $287.5 million | | **Private Placement** | May 23, 2019 | 7,000,000 warrants at $1.00/warrant, generating $7.0 million | | **Trust Account Deposit** | May 23, 2019 | $287.5 million deposited into the trust account | - The company has until **May 23, 2021**, to complete its initial business combination, failing which it will cease operations and redeem public shares[106](index=106&type=chunk) [Risk Factors](index=33&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks related to its SPAC nature, including failure to complete a business combination by the deadline, COVID-19 impacts, conflicts of interest, and potential delisting - Failure to complete an initial business combination by **May 23, 2021**, will result in the company ceasing all operations, redeeming public shares, and liquidating, causing public warrants to **expire worthless**[158](index=158&type=chunk)[159](index=159&type=chunk) - The **COVID-19 outbreak** has adversely affected economies and financial markets, potentially impacting target companies and hindering transaction consummation[138](index=138&type=chunk) - The sponsor, officers, and directors have **conflicts of interest** as their founder shares and private placement warrants will be **worthless** if a business combination is not completed[269](index=269&type=chunk)[270](index=270&type=chunk) - The company may be unable to obtain **additional financing** to complete its business combination, as the planned **$83.4 million PIPE financing** for the Celularity deal is not guaranteed[236](index=236&type=chunk)[237](index=237&type=chunk) - Nasdaq may **delist** the company's securities if it fails to meet continued listing requirements, which could limit trading and reduce liquidity[272](index=272&type=chunk)[273](index=273&type=chunk) [Unresolved Staff Comments](index=70&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the SEC - There are **no unresolved staff comments**[328](index=328&type=chunk) [Properties](index=70&type=section&id=Item%202.%20Properties) The company owns no real estate, maintaining its principal offices through a monthly $10,000 fee to a sponsor affiliate - The company **does not own any real estate** or other material physical properties[329](index=329&type=chunk) - The company pays an affiliate of its sponsor **$10,000 per month** for office space, utilities, and administrative services[329](index=329&type=chunk) [Legal Proceedings](index=70&type=section&id=Item%203.%20Legal%20Proceedings) The company faces stockholder lawsuits and demand letters alleging fiduciary duty breaches and misleading disclosures regarding the Celularity merger - **Two lawsuits**, the Spero Complaint and the Rogalla Complaint, have been filed by purported stockholders in connection with the Celularity Business Combination[330](index=330&type=chunk) - The lawsuits allege **breach of fiduciary duties** by the board and claim the S-4 Registration Statement contains **misleading information or omissions**, seeking injunctive relief, damages, and fees[330](index=330&type=chunk) - The company has also received **two demand letters** from putative stockholders with similar allegations, seeking corrective disclosures, but believes all allegations are **without merit**[331](index=331&type=chunk) [Mine Safety Disclosures](index=70&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - **Not applicable**[333](index=333&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities](index=71&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's units, Class A common stock, and warrants trade on Nasdaq, with limited record holders and no recent unregistered sales or repurchases Trading Information | Security | Trading Symbol | Exchange | | :--- | :--- | :--- | | Units | GXGXU | Nasdaq Capital Market | | Class A Common Stock | GXGX | Nasdaq Capital Market | | Warrants | GXGXW | Nasdaq Capital Market | - As of **March 1, 2021**, there was **one holder of record** for the company's units, one for its Class A common stock, and **two for its warrants**[338](index=338&type=chunk) [Selected Financial Data](index=71&type=section&id=Item%206.%20Selected%20Financial%20Data) This item is not required as the company is a smaller reporting company - **Not required** for smaller reporting companies[343](index=343&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=72&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) As a pre-combination SPAC, the company reported a $2.63 million net loss in 2020, faces going concern doubts, and its Celularity merger will be a reverse recapitalization Financial Performance Highlights | Metric | For the year ended Dec 31, 2020 | For the year ended Dec 31, 2019 | | :--- | :--- | :--- | | **Net (Loss) Income** | **($2,630,297)** | **$2,512,971** | | Operating Costs | $4,219,960 | $564,339 | | Interest Income on Trust | $1,779,071 | $3,753,411 | - As of December 31, 2020, the company had **$314,696 in cash** outside the trust account and **$291,797,144 in marketable securities** held in the trust account[362](index=362&type=chunk)[363](index=363&type=chunk) - The company's ability to continue as a **going concern** is in **substantial doubt** as it needs to complete a business combination by **May 23, 2021**, and may require additional capital[366](index=366&type=chunk)[521](index=521&type=chunk) - The company has contractual obligations including a **$10,000 monthly fee** to a sponsor affiliate for administrative services and a **$12,500 monthly fee** to a consultant for target identification services[368](index=368&type=chunk)[369](index=369&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=76&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company's market risk is limited to interest rate risk on funds in its Trust Account, invested in short-term U.S. government treasury securities, deemed immaterial - The net proceeds from the IPO held in the Trust Account are invested in **U.S. government treasury bills** with maturities of **180 days or less** or in certain money market funds[376](index=376&type=chunk) - Due to the short-term nature of these investments, the company believes there is **no material exposure to interest rate risk**[376](index=376&type=chunk) [Financial Statements and Supplementary Data](index=76&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to the full financial statements and supplementary data which appear following Item 15 of the report - The company's financial statements and supplementary data are **included by reference** and appear after Item 15[377](index=377&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=76&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - **None**[378](index=378&type=chunk) [Controls and Procedures](index=77&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded the company's disclosure controls and internal control over financial reporting were effective as of December 31, 2020 - As of December 31, 2020, the company's disclosure controls and procedures were deemed **effective** by its Certifying Officers[380](index=380&type=chunk) - Management concluded that the company's internal control over financial reporting was **effective** as of December 31, 2020, based on the COSO framework[382](index=382&type=chunk) - There were **no changes** in internal control over financial reporting during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[383](index=383&type=chunk) [Other Information](index=77&type=section&id=Item%209B.%20Other%20Information) The company reports no other information - **None**[385](index=385&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=78&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's governance includes Co-CEOs Jay R. Bloom and Dean C. Kehler, a five-member board with three independent directors, and established audit and compensation committees - The executive team includes Jay R. Bloom and Dean C. Kehler as **Co-Chairmen and Chief Executive Officers**, Michael G. Maselli as VP of Acquisitions, and Andrea J. Kellett as CFO[387](index=387&type=chunk) - The Board of Directors has **five members**, with a **majority determined to be independent** (Hillel Weinberger, Marc Mazur, Paul S. Levy) per Nasdaq standards[398](index=398&type=chunk) - The board has two standing committees: an **Audit Committee** and a **Compensation Committee**, both composed of independent directors[399](index=399&type=chunk) - The company has adopted a **Code of Ethics**, and the charter for the Audit Committee requires it to **review and approve all related-party transactions**[415](index=415&type=chunk)[447](index=447&type=chunk) [Executive Compensation](index=86&type=section&id=Item%2011.%20Executive%20Compensation) No officers receive cash compensation; the company pays a sponsor affiliate $10,000 monthly for administrative support, and officers are reimbursed for expenses - None of the company's officers has received any **no cash compensation** for services rendered[419](index=419&type=chunk) - An affiliate of the sponsor is paid **$10,000 per month** for office space, utilities, and administrative support, which will cease upon business combination or liquidation[419](index=419&type=chunk) - Officers and directors are **reimbursed for out-of-pocket expenses** incurred on the company's behalf, such as those related to identifying potential target businesses[419](index=419&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=87&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 1, 2021, GX Sponsor LLC beneficially owned 100% of Class B common stock (20% of total), with several institutional investors holding over 5% of Class A common stock Beneficial Ownership | Beneficial Owner | Class B Shares | % of Class B | % of Total Common Stock | | :--- | :--- | :--- | :--- | | **GX Sponsor LLC** | 7,187,500 | 100% | 20% | | **All executive officers and directors as a group** | 7,187,500 | 100% | 20% | - Jay R. Bloom and Dean C. Kehler, as managing members of the sponsor, have **voting and investment discretion** over the shares held by the sponsor[429](index=429&type=chunk) - Significant shareholders of Class A common stock (**over 5%**) include BlueCrest Capital Management (**6.35%**), Magnetar Financial LLC (**5.22%**), HGC Investment Management Inc. (**5.92%**), and RP Investment Advisors LP (**5.75%**)[426](index=426&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=89&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company has related party transactions with its sponsor, including founder shares, private placement warrants, and administrative fees, with related party transactions requiring audit committee approval - The sponsor purchased **7,187,500 founder shares** for $25,000 and **7,000,000 private placement warrants** for $7,000,000[438](index=438&type=chunk)[439](index=439&type=chunk) - The company pays an affiliate of the sponsor **$10,000 per month** for office space and administrative support[441](index=441&type=chunk) - The sponsor or its affiliates may loan the company funds for transaction costs, with up to **$1,500,000** of such loans convertible into warrants at **$1.00 per warrant**[444](index=444&type=chunk) - The company has adopted a **related party transaction policy** requiring review and **audit committee approval**[447](index=447&type=chunk) [Principal Accountant Fees and Services](index=91&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Marcum LLP is the company's independent auditor, billing $53,701 in audit fees for FY2020 and $89,000 for FY2019, with all services pre-approved by the audit committee Audit Fees and Services | Fee Type | FY 2020 | FY 2019 | | :--- | :--- | :--- | | **Audit Fees** | $53,701 | $89,000 | | **Audit-Related Fees** | $0 | $0 | | **Tax Fees** | $0 | $0 | | **All Other Fees** | $0 | $0 | - The audit committee **pre-approves all auditing services** and permitted non-audit services to be performed by the auditors[459](index=459&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=93&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed as part of the Form 10-K, including the Merger Agreement, charter, bylaws, and warrant agreements - The report includes an **index of all exhibits filed**, such as the Merger Agreement with Celularity, the Warrant Agreement, and various registration and support agreements[466](index=466&type=chunk) [Form 10-K Summary](index=93&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable - **Not applicable**[463](index=463&type=chunk) Financial Statements [Report of Independent Registered Public Accounting Firm](index=96&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Marcum LLP issued an unqualified opinion on the financial statements but highlighted substantial doubt about the company's going concern ability - Marcum LLP expressed an **unqualified opinion** that the financial statements present fairly, in all material respects, the financial position of the Company[475](index=475&type=chunk) - The auditor's report includes a "**Going Concern**" paragraph, noting that the company's need to complete a business combination and its insufficient working capital raise **substantial doubt** about its ability to continue as a going concern[476](index=476&type=chunk) [Consolidated Financial Statements](index=97&type=section&id=Consolidated%20Financial%20Statements) The consolidated financial statements show the company's pre-combination financial position, with total assets of $292.2 million in 2020, a net loss of $2.6 million, and Class A common stock classified as temporary equity Consolidated Balance Sheet Highlights (as of December 31) | Account | 2020 | 2019 | | :--- | :--- | :--- | | **Total Assets** | **$292,156,433** | **$291,605,350** | | Cash | $314,696 | $917,007 | | Marketable securities held in Trust Account | $291,797,144 | $290,594,540 | | **Total Liabilities** | **$14,222,974** | **$11,041,594** | | Deferred underwriting fee payable | $10,812,500 | $10,812,500 | | **Total Stockholders' Equity** | **$5,000,005** | **$5,000,001** | Consolidated Statements of Operations Highlights (for the year ended December 31) | Account | 2020 | 2019 | | :--- | :--- | :--- | | Operating costs | ($4,219,960) | ($564,339) | | Interest income on marketable securities | $1,779,071 | $3,753,411 | | **Net (Loss) Income** | **($2,630,297)** | **$2,512,971** | - As of December 31, 2020, **26,894,145 shares of Class A common stock** were subject to possible redemption at a value of **$272,933,454**, classified as **temporary equity**[482](index=482&type=chunk) [Notes to Consolidated Financial Statements](index=101&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail the company's SPAC formation, going concern issues, accounting policies, related-party transactions, commitments, and the subsequent Celularity merger agreement and PIPE financing - The company must complete a Business Combination by **May 23, 2021**, which raises **substantial doubt** about its ability to continue as a going concern (Note 1)[517](index=517&type=chunk)[521](index=521&type=chunk) - The company accounts for its Class A common stock subject to possible redemption as **temporary equity** outside of the stockholders' equity section (Note 2)[534](index=534&type=chunk) - **Related party transactions** include the issuance of Founder Shares to the Sponsor, a promissory note for initial expenses, and an administrative support agreement for a **$10,000 monthly fee** (Note 5)[549](index=549&type=chunk)[551](index=551&type=chunk)[553](index=553&type=chunk) - The underwriter is entitled to a **deferred fee of $10,812,500**, payable from the Trust Account only upon completion of a Business Combination (Note 6)[557](index=557&type=chunk) - Subsequent to year-end, on **January 8, 2021**, the Company entered into a definitive **Merger Agreement with Celularity Inc.** and secured commitments for an **$83.4 million PIPE financing** (Note 10)[585](index=585&type=chunk)[591](index=591&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38914 GX ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |-------------------------------------- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38914 GX ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |-----------------------------------------|- ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2020 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-38914 GX ACQUISITION CORP. (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |-----------------------------------------| ...