Item 2.01 Completion of Acquisition or Disposition of Assets.
The disclosure set forth in the “Introductory
Note” above is incorporated by reference into this Item 2.01.
FORM 10 INFORMATION
Prior to the Closing, the Company was a shell company
(as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) with no operations,
formed as a vehicle to effect a business combination with one or more operating businesses. After the Closing, the Company became a holding
company whose only assets consist of equity interests in Celularity LLC.
Item 2.01(f)
of the Current Report on Form 8-K states that if the predecessor registrant was a shell company, as GX was immediately before
the Business Combination, then the registrant must disclose the information that would be required if the registrant were filing a general
form for registration of securities on Form 10. Accordingly, the Company, as the successor registrant to GX, is providing the information
below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the
combined company after the closing of the Business Combination, unless otherwise specifically indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
The Company makes forward-looking statements in
this Current Report on Form 8-K and in documents incorporated herein by reference. Forward-looking statements relate to expectations,
beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not
historical facts. These forward-looking statements include statements about future financial and operating results of the Company; benefits
of the Business Combination; statements about the plans, strategies and objectives of management for future operations of the Company;
statements regarding future performance; and other statements regarding the Business Combination. In some cases, you can identify these
forward-looking statements by the use of terminology such as “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 the negative version of these words or other comparable words or phrases, 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 on Form 8-K, and current expectations, forecasts and assumptions, and involve a number
of risks and uncertainties. Accordingly, forward-looking statements in this Current Report on Form 8-K and in any document incorporated
herein by reference should not be relied upon as representing the Company’s views as of any subsequent date, and the Company does
not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
As a result of a number of known and unknown risks
and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these
forward-looking statements. Some factors that could cause actual results to differ include:
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the ability to obtain or maintain the Company’s listing of Class A Common Stock on Nasdaq following
the Business Combination;
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the ability to recognize the anticipated benefits of the Business Combination, which may be affected by,
among other things, competition and the ability of the Company to grow and manage growth profitably;
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if the benefits of the Business Combination do not meet the expectations of investors or securities analysts;
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costs related to the Business Combination;
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changes in applicable laws or regulations;
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risks inherent in developing Celularity’s therapeutic candidates, such as substantial delays in
clinical trials;
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risks associated with Celularity’s ongoing and planned clinical trials, such as unexpected data
or clinical site activation rates or clinical trial enrollment rates that are lower than expected;
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Celularity’s therapeutic candidates may cause undesirable side effects or have other properties
that could halt their clinical development, prevent their regulatory approval, limit their commercial potential or result in significant
negative consequences;
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difficulties arising from Celularity’s third-party licenses, or supply-chain or manufacturing challenges;
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Celularity’s ability to obtain adequate financing to fund its planned clinical trials and other
expenses;
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risks from any strategic alliances or licensing arrangements entered into in the future and not being
able to realize the benefits of such alliances or licensing arrangements;
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trends in the industry, changes in the competitive landscape, delays or disruptions due to the COVID-19
pandemic, as well as changes in the legal and regulatory framework for the industry or unexpected litigation or disputes and future expenditures;
and
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the possibility that Celularity may be adversely affected by other economic, business and/or competitive
factors.
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Please see
the other risks and uncertainties set forth in the Proxy Statement/Prospectus in the section titled “Risk Factors”
beginning on page 40 of the Proxy Statement/Prospectus and incorporated herein by reference.
Business and Properties
The business and properties of GX and Legacy Celularity
prior to the Business Combination are described in the Proxy Statement/Prospectus in the sections entitled “Information About GX”
beginning on page 247 and “Information About Celularity” beginning on page 173 of the Proxy Statement/Prospectus, which are
incorporated herein by reference.
Risk Factors
The risks associated with the Company’s business
are described in the Proxy Statement/Prospectus in the section entitled “Risk Factors” beginning on page 40 of the Proxy Statement/Consent
Solicitation Statement/Prospectus, which is incorporated herein by reference.
Selected Historical Financial Information
The selected
historical financial information and other data for the three months ended March 31, 2021 and 2020 and the years ended December 31, 2020
and 2019 for Legacy Celularity is included in the Proxy Statement/Prospectus in the section entitled “Selected Historical
Consolidated Financial Information of Celularity” beginning on page 31 of the Proxy Statement/Prospectus, which is incorporated
herein by reference.
Unaudited Condensed Financial Statements
The unaudited condensed financial statements as
of and for the three months ended March 31, 2021 of Legacy Celularity have been prepared in accordance with U.S. generally accepted accounting
principles and pursuant to the regulations of the SEC and are included in the Proxy Statement/Prospectus beginning on page F-49 of the
Proxy Statement/Consent Solicitation Statement/Prospectus, which are incorporated herein by reference.
These unaudited condensed financial statements
should be read in conjunction with the historical audited financial statements of Legacy Celularity
as of and for the years ended December 31, 2020 and 2019 and the related notes included
in the Proxy Statement/Prospectus beginning on page F-2, which are incorporated herein by reference.
Unaudited Pro Forma Condensed Combined Financial Information
The unaudited pro forma condensed combined financial
information of the Company as of and for the three months ended March 31, 2021 and for the year ended December 31, 2020 is set forth in
Exhibit 99.2 hereto and is incorporated herein by reference.
Directors and Executive Officers
Information with respect to the Company’s
directors and executive officers after the Closing is set forth in the Proxy Statement/Prospectus in the sections entitled “Management
After the Business Combination” beginning on page 270 and “Celularity’s Executive Compensation” beginning on page
216 of the Proxy Statement/Consent Solicitation Statement/Prospectus, which are incorporated herein by reference.
Directors
Effective as of the Effective Time, in connection
with the Business Combination, the size of the board of directors of the Company (the “Board”) was set at nine members.
Effective as of the Effective Time, Jay R. Bloom, Peter Diamandis, Robert J. Hariri, M.D., Ph.D.,
Dean C. Kehler, Marc Mazur, John Sculley, Robin L. Smith, M.D., Lim Kok Thay, and Andrew C. von Eschenbach, M.D., were appointed
to serve as directors on the Board.
Andrew
C. von Eschenbach, M.D., Jay R. Bloom and Peter Diamandis were appointed to serve as Class I directors, with terms expiring at
the Company’s 2022 annual meeting of stockholders; Dean C. Kehler, Robin
L. Smith, M.D. and Lim Kok Thay were appointed to serve as Class II directors, with terms expiring at the Company’s 2023
annual meeting of stockholders; and Robert J. Hariri, M.D., Ph.D., John Sculley
and Marc Mazur were appointed to serve as Class III directors, with terms expiring at the Company’s 2024 annual meeting of
stockholders. Biographical information for these individuals is set forth in the section entitled “Management After the Business
Combination” beginning on page 270 of the Proxy Statement/ Prospectus, which is incorporated herein by reference.
Independence of Directors
The Board has determined that each of the directors
of the Company other than Drs. Hariri and Smith qualify as independent directors, as defined under the listing rules of The Nasdaq Stock
Market LLC (the “Nasdaq listing rules”), and that the Board consists of a majority of “independent directors,”
as defined under the rules of the SEC and Nasdaq listing rules relating to director independence requirements.
Committees of the Board of Directors
Effective as of as of the Effective Time, the standing
committees of the Board consist of an audit committee (the “Audit Committee”), a compensation committee (the “Compensation
Committee”)and a nominating and corporate governance committee (the “Nominating and Corporate Governance Committee”).
Each of the committees reports to the Board.
Effective as of the Effective Time, the Board appointed
Dean C. Kehler, Marc Mazur and Peter Diamandis, M.D. to serve on the Audit
Committee, with Dean C. Kehler as chair of the Audit Committee. The Board
appointed Marc Mazur, Jay R. Bloom and Dean C. Kehler to serve on the
Compensation Committee, with Marc Mazur as chair of the Compensation Committee.
The Board appointed John Sculley, Lim Kok Thay and Andrew C. von Eschenbach,
M.D. to serve on the Nominating and Corporate Governance Committee, with John
Sculley as chair of the Nominating and Corporate Governance Committee.
Executive Officers
Effective as of the Effective Time, in connection
with the Business Combination, the Board appointed Robert J. Hariri, M.D., Ph.D. to serve as President, Chief
Executive Officer, and Chairman of the Board, David C. Beers to serve as Chief Financial Officer, Stephen A. Brigido, DPM to serve
as President, Keary Dunn, Esq. to serve as Executive Vice President, General
Counsel & Business Development, Bradley Glover, Ph.D. to serve as Executive Vice President and Chief Technology Officer, John
R. Haines to serve as Executive Vice President and Chief Operating Officer, and Anne Jones, Ph.D. to serve as Executive Vice President
and Chief Business Officer. Biographical information for the new executive officers is set forth in the Proxy Statement/Prospectus
in the section entitled “Management After the Business Combination” beginning on page 270 of the Proxy Statement/Prospectus,
which is incorporated herein by reference.
Director Compensation
Information with respect
to the compensation of the Company’s directors is set forth in the Proxy Statement/Prospectus in the section entitled “Celularity’s
Executive Compensation” beginning on page 216 of the Proxy Statement/Consent Solicitation Statement/Prospectus, which is incorporated
herein by reference.
It is anticipated that
the Compensation Committee of the Board will determine the annual compensation to be paid to the members of the Board upon completion
of the Business Combination.
Executive Compensation
Information with respect to
the compensation of the Company’s executive officers is set forth in the Proxy Statement/Prospectus in the section entitled “Celularity’s
Executive Compensation” beginning on page 216 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
The
foregoing description of the compensation of the Company’s executive officers is qualified in its entirety by the full text of the
employment agreements of Robert J. Hariri M.D. Ph.D., David C. Beers, Stephen A. Brigido MPD, Keary Dunn Esq., John R. Haines, and Bradley
Glover Ph.D., copies of which are attached hereto as Exhibit 10.8, Exhibit 10.9, Exhibit 10.10, Exhibit 10.11, Exhibit 10.12 and Exhibit
10.13, respectively, and incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management
The following table sets
forth information regarding the beneficial ownership of shares of Class A Common Stock as of the Closing Date, after giving effect to
the closing of the Business Combination, by:
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each person known by the Company to be the beneficial owner of
more than 5% of Class A Common Stock;
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each of the Company’s executive officers and directors;
and
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all of the Company’s executive officers and directors as
a group.
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Beneficial ownership is
determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he,
she or it possesses sole or shared voting or investment power over that security, including options, warrants and restricted stock
units that are currently exercisable or vested or that will become exercisable or vest within 60 days. This table is based upon
information supplied by officers, directors and principal stockholders and Schedules 13G or 13D filed with the SEC. Unless otherwise
indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that all
persons named in the table have sole voting and investment power with respect to all shares of Class A Common Stock beneficially
owned by them. The beneficial ownership percentages set forth in the table below are based on 122,487,170 shares of Class A Common
Stock issued and outstanding as of the Closing Date and other than as noted below, do not take into account: (a) the issuance
of any shares of Class A Common Stock upon the exercise of warrants, each exercisable for one share of Class A Common Stock at a
price of $11.50 per share (the “Warrants”) to purchase 22,874,999 shares of Class A Common Stock, (b) the issuance of
any shares of Class A Common Stock upon the exercise of Legacy Celularity warrants, each exercisable for one share of Class A Common
Stock at a price of $7.53 and $6.77 per share (the “Legacy Warrants”) to purchase 19,811,207 shares of Class A Common
Stock or (c) the exercise of Converted Options to purchase 21,723,273 shares of Class A Common Stock that were outstanding on the
Closing Date, subject to any applicable vesting conditions.
Name and Address of Beneficial Owner(1)
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Number of
shares
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%
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Five Percent or Greater Stockholders
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Dragasac Limited(2)
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36,592,596
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28.4
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%
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Sorrento Therapeutics, Inc.(3)
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20,422,124
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16.7
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%
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Starr International Investments, Ltd.(4)
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15,281,389
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11.8
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%
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Celgene Corporation(5)
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11,953,274
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9.8
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%
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Lung Biotechnology PBC(6)
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7,968,849
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6.5
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%
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Human Longevity, Inc.(7)
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7,012,574
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5.7
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%
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Directors and Named Executive Officers
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Robert J. Hariri, M.D., Ph.D. (8)
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10,296,668
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8.2
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%
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David Beers(9)
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289,823
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*
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Stephen A. Brigido, DPM(10)
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162,209
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*
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Keary Dunn, Esq. (11)
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136,104
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*
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Bradley Glover, Ph.D.
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—
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—
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John R. Haines(12)
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885,338
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*
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Anne Jones, Ph.D.
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—
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—
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John Sculley(13)
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768,594
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*
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Peter Diamandis, M.D. (14)
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3,731,136
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3.0
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%
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Lim Kok Thay(15)
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36,592,596
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28.4
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%
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Robin L. Smith, M.D., MBA(16)
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200,154
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*
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Andrew C. Von Eschenbach, M.D. (17)
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307,437
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*
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Jay R. Bloom(18)
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4,336,617
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3.5
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%
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Dean C. Kehler(19)
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4,343,779
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3.5
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%
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Marc Mazur(20)
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73,927
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*
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All Directors and Executive Officers of New Celularity as a Group (15 Individuals)
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62,124,352
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43.4
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%
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(1)
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Unless otherwise noted, the business address of each of the executive
officers and directors is c/o Celularity Inc., 170 Park Ave, Florham Park, NJ 07932.
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(2)
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Consists of (i) 30,062,778 shares of Common Stock issued (A) in
exchange for outstanding pre-Closing shares of Legacy Celularity Series B Preferred Stock at the Closing and (B) pursuant to the Subscription
Agreement between GX and Dragasac Limited and (ii) a warrant to purchase 6,529,818 shares of New Celularity Common Stock. Lim Kok
Thay may be deemed to beneficially own shares held by Dragasac Limited. The address for Dragasac Limited is c/o 24th Floor,
Wisma Genting, 28 Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia.
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(3)
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Consists of 20,422,124 shares of Common Stock issued (A) in exchange
for outstanding pre-Closing shares of Legacy Celularity Series A Preferred Stock at the Closing and (B) pursuant to the Subscription
Agreement between GX and Sorrento Therapeutics, Inc. The address for Sorrento Therapeutics, Inc. is 4955 Directors Place, San Diego,
California 92121.
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(4)
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Consists of (i) 8,640,695 shares of Common Stock issued (A) in
exchange for outstanding pre-Closing shares of Series B Preferred Stock at the Closing and (B) pursuant to the Subscription Agreement
between GX and Starr International Investments, Ltd., and (ii) a warrant to purchase 6,640,694 shares of Class A Common Stock. The
address for Starr International Investments, Ltd. is Bermuda Commercial Bank Building, 19 Par-La-Ville Road, Hamilton, HM 11, BM Bermuda.
Starr International Investments, Ltd. is a wholly owned subsidiary of Starr International Company, Inc., a Swiss corporation.
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(5)
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The address for Celgene Corporation is 86 Morris Avenue, Summit,
New Jersey 07901.
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(6)
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The address for Lung Biotechnology Investments, Ltd. is 1040 Spring
Street, Silver Spring, Maryland 20910.
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(7)
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The address for Human Longevity, Inc. is 4570 Executive Drive,
San Diego, California 92121.
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(8)
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Consists of 7,734,689 shares held directly by Dr. Hariri and 2,561,979
shares issuable to Dr. Hariri pursuant to options exercisable within 60 days of July 16, 2021.
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(9)
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Consists of 289,823 shares issuable to Mr. Beers pursuant to options exercisable within 60 days of July 16, 2021.
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(10)
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Consists of 162,209 shares issuable to Dr. Brigido pursuant to options exercisable within 60 days of July 16, 2021.
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(11)
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Consists of 136,104 shares issuable to Mr. Dunn pursuant to options exercisable within 60 days of July 16, 2021.
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(12)
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Consists of 885,338 shares issuable to Mr. Haines pursuant to options exercisable within 60 days of July 16, 2021.
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(13)
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Consists of 768,594 shares issuable to Mr. Sculley pursuant to options exercisable within 60 days of July 16, 2021.
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(14)
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Consists of 3,731,136 shares issuable to Dr. Diamandis pursuant to options exercisable within 60 days of July 16, 2021.
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(15)
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Consists of 36,592,596 shares held by Dragasac Limited. See footnote 2. Lim Kok Thay may be deemed to beneficially own shares held by Dragasac Limited.
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(16)
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Consists
of 200,154 shares issuable to Dr. Smith pursuant to options exercisable within 60 days of July 16, 2021.
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(17)
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Consists of 307,437 shares issuable to Dr. Von Eschenbach pursuant to options exercisable within 60 days of July 16, 2021.
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(18)
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Consists of: (i) 1,661,253 shares of common stock received in a pro rata distribution-in-kind from Sponsor, (ii) 100,000 shares retained
by Sponsor, (iii) 1,730,000 warrants received in a pro rata distribution-in-kind from Sponsor and (iv) 845,364 warrants of GX, which were
acquired from GX upon completion of the Business Combination as the repayment of $845,364 in promissory notes in connection with certain
working capital loans. Cooper Road, LLC is the record holder of the securities in clauses (i), (iii) and (iv) of the preceding sentence.
Cooper Road, LLC is an entity controlled by Jay R. Bloom. Mr. Bloom disclaims any beneficial ownership of the reported shares other than
to the extent of any pecuniary interest he may have therein, directly or indirectly. Sponsor is the record holder of the shares described
in clause (ii) of the first sentence. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members
of Sponsor, and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by
Sponsor and may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims
any beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly
or indirectly.
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(19)
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Consists of: (i) 1,414,768 shares of common stock received in a pro rata distribution-in-kind from Sponsor, (ii) 394,376 shares of common
stock received in a pro rata distribution-in-kind from Sponsor to Elizabeth Kehler 2012 Trust, of which Dean Kehler's spouse serves as
a trustee, (iii) 100,000 shares retained by Sponsor, (iv) 1,880,000 warrants received in a pro rata distribution-in-kind from Sponsor
and (iv) 554,635 warrants of GX, which were acquired from GX upon completion of the Business Combination as the repayment of $554,635
in promissory notes in connection with certain working capital loans. Sponsor is the record holder of the shares described in clause (iii)
of the previous sentence. Cooper Road, LLC (an entity controlled by Jay R. Bloom) and Dean C. Kehler are the managing members of Sponsor,
and as such Messrs. Bloom and Kehler have voting and investment discretion with respect to the securities held of record by Sponsor and
may be deemed to have shared beneficial ownership of the securities held directly by Sponsor. Each such entity or person disclaims any
beneficial ownership of the reported securities other than to the extent of any pecuniary interest they may have therein, directly or
indirectly.
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(20)
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Consists
of: (i) 48,927 shares of common stock received in a pro rata distribution-in-kind from Sponsor and (ii) 25,000 warrants received in a
pro rata distribution-in-kind from Sponsor.
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Certain Relationships and Related
Transactions
The
certain relationships and related party transactions of the Company are described in the Proxy Statement/Prospectus in the section entitled
“Certain Celularity Relationships and Related Party Transactions” beginning on pages 240 of the Proxy Statement/Prospectus,
which is incorporated herein by reference.
Legal Proceedings
Information
about legal proceedings is set forth in the Proxy Statement/Prospectus in the section “Information About Celularity” beginning
on page 173 of the Proxy Statement/Prospectus, which is incorporated herein by reference. Celularity is not currently a party to any
litigation or legal proceedings that, in the opinion of its management, are likely to have a material adverse effect on its business.
Market
Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
Market
Information and Holders
GX
Units, Company Class A Common Stock and the GX Public Warrants (the redeemable warrants included in the GX Units sold in the GX
IPO) were historically listed on the Nasdaq Capital Market under the symbols “GXGXU”, “GXGX”, and “GXGXW”,
respectively. On July 19, 2021, the Company’s Class A Common Stock and Warrants began trading on The Nasdaq Stock Market under
the new trading symbols CELU and CELUW, respectively.
As
of the Closing Date and following the closing of the Business Combination, the Company had 122,487,170 shares of Class A Common Stock
issued and outstanding held of record by 197 holders, and 22,874,999warrants outstanding held of record 19 holders.
Dividends
The
Company has not paid any cash dividends on shares of GX Common Stock to date and does not intend to pay cash dividends in the foreseeable
future. The payment of cash dividends in the future will be dependent upon the Company’s revenues and earnings, if any, capital
requirements and general financial condition. The payment of any dividends be within the discretion of the then board of directors. It
is the present intention of the board of directors to retain all earnings, if any, for use in the business operations and, accordingly,
the board of directors does not anticipate declaring any dividends in the foreseeable future. Further, if the Company incurs any indebtedness,
its ability to declare dividends may be limited by restrictive covenants it may agree to in connection therewith.
Recent Sales of Unregistered
Securities
Reference
is made to the disclosure set forth below under Item 3.02 of this Report concerning the issuance and sale by the Company of certain unregistered
securities, which is incorporated herein by reference.
Description of Registrant’s
Securities to be Registered
Class A Common Stock
A description of
the Class A Common Stock is included in the Proxy Statement/Prospectus in the section entitled “Description of GX’s Securities”
beginning on page 281 of the Proxy Statement/Prospectus, which is incorporated herein by reference.
Warrants
A description of
the Company’s warrants is included in the Proxy Statement/Prospectus in the section entitled “Description of GX’s Securities”
beginning on page 281 of the Proxy Statement/Consent Solicitation Statement/Prospectus, which is incorporated herein by reference.
Indemnification of Directors and
Officers
Information about
indemnification of the Company’s directors and officers is set forth in the Proxy Statement/Prospectus in the section entitled
“Management After the Business Combination” beginning on page 270 of the Proxy Statement/Prospectus, which is incorporated
herein by reference.
The disclosure set
forth in Item 1.01 of this Current Report on Form 8-K under the section entitled “Indemnification Agreements” is incorporated
by reference into this Item 2.01.
Financial Statements and Supplementary
Data
The information
set forth in Item 9.01 of this Current Report on Form 8-K is incorporated herein by reference.