GX Acquisition Corp.

The filing states a termination and its effective date and nothing else — no successor, no severance arrangement and no reason are disclosed.

To cure, the closing bid price must meet or exceed $1.00 for a minimum of 10 consecutive business days before January 19, 2027. A second 180-day period is described as something the Company may be eligible for if it meets the market value of publicly held shares requirement and all other initial listing standards except bid price, and the report gives no assurance of either outcome. The notice cites Listing Rule 5450(a)(1) while naming the Capital Market; both are recorded as filed.

This is a short-dated related-party facility secured on essentially the whole company. The loan is secured by a first-priority security interest in substantially all of the company's personal property and matures on the earlier of thirty days after closing and the company's receipt of gross proceeds from certain financing or other strategic transactions, so the lender's claim ranks ahead of unsecured creditors within weeks.

The $6,409.83 is not a valuation of anything: under Rule 457(f) the price is one-third of the par value of the Celularity securities to be exchanged, because Celularity is private, no market exists for its securities and it has an accumulated capital deficit. The figure that matters is 147,894,869 Class A shares — the ceiling on issuance — and it expressly includes shares issuable under assumed options and warrants, so that overhang sits inside the number rather than on top of it.

The share count moved while the stated offering price did not, which is only possible because that price is a Rule 457(f) construct: one-third of the par value of the Celularity securities to be exchanged, used because Celularity is private, no market exists for its securities and it has an accumulated capital deficit. The fee table therefore cannot be read as a valuation at all. The figure that matters is 147,894,869 — the ceiling on issuance, already inclusive of shares under assumed options and warrants.

The registration fee remains $1.00 on a $6,409.83 proposed maximum aggregate offering price, computed under Rule 457(f) at one-third of the par value of the Celularity securities because Celularity is a private company, no market exists for its securities and it has an accumulated capital deficit — so nothing in the fee table sizes the transaction. The share count is the only measure, and it has risen while the stated $10.15 per share has not, so the implied consideration to Celularity's equityholders is larger at this version.

What changed: Item 5.02 8-K of Celularity Inc. (Nasdaq: CELU). On August 5, 2026 the company terminated the employment of Rick Gonzalez, its Chief Commercial Officer, effective immediately, and as of that date he ceased serving in that role. Why it matters: The filing states a termination and its effective date and nothing else — no successor, no severance arrangement and no reason are disclosed.

What changed: 8-K of Celularity Inc. Item 3.01 (notice of delisting or failure to satisfy a continued listing standard): on July 23, 2026 the Company received notice from Nasdaq Listing Qualifications that it no longer complies with the minimum bid price requirement because the closing bid price for its Class A common stock has been below $1.00 for the last 30 consecutive business days. The notice has no immediate effect and the stock continues to trade on the Nasdaq Capital Market under CELU. Under Listing Rule 5810(c)(3)(A) the Company has 180 calendar days, until January 19, 2027, to regain compliance. Why it matters: To cure, the closing bid price must meet or exceed $1.00 for a minimum of 10 consecutive business days before January 19, 2027. A second 180-day period is described as something the Company may be eligible for if it meets the market value of publicly held shares requirement and all other initial listing standards except bid price, and the report gives no assurance of either outcome. The notice cites Listing Rule 5450(a)(1) while naming the Capital Market; both are recorded as filed.

What changed: Celularity Inc., successor to GX Acquisition Corp., entered a loan agreement on June 29, 2026 with the Philip Daniele Barach Family Trust for a secured loan of $1,000,000. The filing states the lender is a trust affiliated with Philip Barach, whom the company knows to beneficially own more than five percent of its outstanding Class A common stock. Interest runs at 4.0% per annum, rising to 18.0% at the lender's election on an event of default. Why it matters: This is a short-dated related-party facility secured on essentially the whole company. The loan is secured by a first-priority security interest in substantially all of the company's personal property and matures on the earlier of thirty days after closing and the company's receipt of gross proceeds from certain financing or other strategic transactions, so the lender's claim ranks ahead of unsecured creditors within weeks.