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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Capstar Special Purpose Acquisition Corp. Units, each consisting of one share of Class A Common Stoc
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
| October 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission |
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| October 16, 2023 |
EX-99.22 2 d163464dex9922.htm EX-99.22 Exhibit 99.22 October 12, 2023 Gelesis Holdings, Inc. 501 Boylston Street, Suite 6102 Boston, MA 02116 Attention: Elliot Maltz; David Pass Email: [email protected]; [email protected] Re: Notice of Termination Ladies and Gentlemen: Reference is made to the Agreement and Plan of Merger, dated as of June 12, 2023 (the “Merger Agreement”), by and among PureTech |
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| October 16, 2023 |
CPSR / Gelesis Holdings Inc - Class A / PureTech Health LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 10)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Bharatt Chowrira Chief Executive Officer PureTech Health LLC 6 Tide Street, Suite 400 Boston, MA 02210 (61 |
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| October 16, 2023 |
Termination of a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 12, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission |
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| September 29, 2023 |
Exhibit (c)(iv) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. |
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| September 29, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 2) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1 |
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| September 29, 2023 |
Exhibit (c)(iii) CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH “[***]”. |
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| September 29, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Gelesis Holdings, Inc. (Name of the Issuer) Gelesis Holdings, Inc. PureTech Health plc PureTech Health LLC Caviar Merger Sub LLC (Names of Persons Filing Statement) Common Stock, par value $0.0001 per share Redeemable |
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| September 21, 2023 |
CPSR / Gelesis Holdings Inc - Class A / PureTech Health LLC - SC 13D/A Activist Investment SC 13D/A 1 d546639dsc13da.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Bharatt Chowrira Chief Executive Officer PureTech Health LLC 6 Tide Street, S |
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| September 20, 2023 |
CONVERTIBLE SENIOR SECURED PROMISSORY NOTE THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. |
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| September 20, 2023 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commissi |
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| September 20, 2023 |
AMENDMENT NO. 4 TO NOTE AND WARRANT PURCHASE AGREEMENT AMENDMENT NO. 4 TO NOTE AND WARRANT PURCHASE AGREEMENT This AMENDMENT NO. 4 (this “Amendment No. 4”) is made and entered into as of September 20, 2023, and amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 (as amended by that certain Amendment No. 1 to Note and Warrant Purchase Agreement, dated as of May 1, 2023, that certain Amendment No. 2 to Note and Warrant |
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| September 7, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Gelesis Holdings, Inc. (Name of the Issuer) Gelesis Holdings, Inc. PureTech Health plc PureTech Health LLC Caviar Merger Sub LLC (Names of Persons Filing Statement) Common Stock, par value $0.0001 per share Redeemable |
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| September 7, 2023 |
PRER14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| September 6, 2023 |
Makers ofForward Looking Statements 2 Certain statements, estimates, targets and projections in this presentation may constitute “forward-looking statements” within the meaning of the federal securities laws. |
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| September 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 6, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| September 6, 2023 | ||
| August 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q 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 quarterly period ended June 30, 2023 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: 001-39362 Gelesis Ho |
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| July 25, 2023 |
PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 25, 2023 |
SC 13E3 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 Gelesis Holdings, Inc. (Name of the Issuer) Gelesis Holdings, Inc. PureTech Health plc PureTech Health LLC Caviar Merger Sub LLC (Names of Persons Filing Statement) Common Stock, par value $0.0001 per share Redeemable warrants, |
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| July 25, 2023 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 13E-3 (Form Type) Gelesis Holdings, Inc. |
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| July 25, 2023 |
EX-FILING FEES Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Gelesis Holdings, Inc. |
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| July 25, 2023 |
EX-99.C (II) Exhibit (c)(ii) CONFIDENTIAL Discussion Materials Prepared for: The Special Committee of the Board of Directors of Gelesis Holdings, Inc. (OTCPK: GLSH) June 11, 2023 Disclaimer and Confidentiality Statement These discussion materials (the “Materials”), were provided to, and solely for the information of, the Special Committee (as defined herein) by Lincoln (as defined herein) in conne |
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| July 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 6, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| June 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 29, 2023 |
AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT EX-99.20 Exhibit 99.20 Execution Version AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT This AMENDMENT NO. 3 (this “Amendment”) is made and entered into as of June 28, 2023, and amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 (as amended by that certain Amendment No. 1 to Note and Warrant Purchase Agreement, dated as of May 1, 2023, and that certain A |
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| June 29, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| June 29, 2023 |
CPSR / Gelesis Holdings Inc - Class A / PureTech Health LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 8)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Bharatt Chowrira President PureTech Health LLC 6 Tide Street, Suite 400 Boston, MA 02210 (617) 482-2333 (Na |
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| June 29, 2023 |
AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 10.1 AMENDMENT NO. 3 TO NOTE AND WARRANT PURCHASE AGREEMENT This AMENDMENT NO. 3 (this “Amendment”) is made and entered into as of June 28, 2023, and amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 (as amended by that certain Amendment No. 1 to Note and Warrant Purchase Agreement, dated as of May 1, 2023, and that certain Amendment No. 2 to Note and W |
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| June 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| June 13, 2023 |
AMENDMENT NO. 2 TO NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 10.2 AMENDMENT NO. 2 TO NOTE AND WARRANT PURCHASE AGREEMENT This AMENDMENT NO. 2 (this “Amendment”) is made and entered into as of June 12, 2023 (the “Fourth Closing Date”), and amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 (as amended by that certain Amendment No. 1 to Note and Warrant Purchase Agreement, dated as of May 1, 2023, the “Existing Agre |
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| June 13, 2023 |
CPSR / Gelesis Holdings Inc - Class A / PureTech Health LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 7)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Bharatt Chowrira Chief Executive Officer PureTech Health LLC 6 Tide Street, Suite 400 Boston, MA 02210 (617 |
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| June 13, 2023 |
Exhibit 10.1 VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement (this “Agreement”) is made and entered into as of June 12, 2023, by and between Gelesis Holdings, Inc., a Delaware corporation (the “Company”) and each of the persons set forth on Schedule Ahereto (each, a “Stockholder”, and collectively the “Stockholders”). The Company and the Stockholders are each sometimes referred to h |
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| June 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 12, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| June 13, 2023 |
CONVERTIBLE SENIOR SECURED PROMISSORY NOTE Exhibit 10.3 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGI |
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| June 13, 2023 |
Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among PURETECH HEALTH LLC, CAVIAR MERGER SUB LLC and GELESIS HOLDINGS, INC. Dated as of June 12, 2023 TABLE OF CONTENTS Page Article I THE MERGER TRANSACTIONS 5 1.1 The Merger 5 1.2 Closing 5 1.3 Effective Time 5 1.4 Effects of the Merger 5 1.5 Certificate of Formation 5 1.6 Limited Liability Company Agreement 6 1.7 Managers and Officers 6 Article II |
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| May 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 31, 2023 |
LIMITED WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENT Exhibit 10.1 LIMITED WAIVER TO NOTE AND WARRANT PURCHASE AGREEMENT This Limited Waiver Agreement to Note and Warrant Purchase Agreement (this “Waiver”) is made and entered into as of May 26, 2023 (the “Effective Date”), by and among Gelesis Holdings, Inc. a Delaware corporation (the “Company”), Gelesis, Inc., a Delaware corporation (the “Co-Issuer”), Gelesis 2012, Inc., a Delaware corporation (“Ge |
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| May 31, 2023 |
WARRANT TO PURCHASE COMMON STOCK GELESIS HOLDINGS, INC. Exhibit 10.3 THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER |
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| May 31, 2023 |
CONVERTIBLE SENIOR SECURED PROMISSORY NOTE Exhibit 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGI |
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| May 30, 2023 |
CPSR / Gelesis Holdings Inc - Class A / PureTech Health LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Daphne Zohar Chief Executive Officer PureTech Health LLC 6 Tide Street, Suite 400 Boston, MA 02210 (617) 48 |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 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, 2023 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: 001-39362 Gelesis Holdings, Inc. |
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| May 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 01, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 3, 2023 |
EX-10.3 AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK This Amendment No. 1 (this “Amendment”) is made and entered into as of May 1, 2023, and amends that certain Warrant to Purchase Common Stock dated as of February 21, 2023 (as may be further amended or modified from time to time, the “Warrant”), by and between Gelesis Holdings, Inc., a Delaware corporation (the “Company”) and PureTech Heal |
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| May 3, 2023 |
EX-10.4 THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE |
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| May 3, 2023 |
Form of the Convertible Senior Secured Promissory Note EX-10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRAT |
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| May 3, 2023 |
EX-10.1 AMENDMENT NO. 1 TO NOTE AND WARRANT PURCHASE AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) is made and entered into as of May 1, 2023, and amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 (as may be further amended or modified from time to time, the “Agreement”), by and among Gelesis Holdings, Inc. a Delaware corporation (the “Company”), Gelesis, I |
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| May 2, 2023 |
AMENDMENT NO. 1 TO NOTE AND WARRANT PURCHASE AGREEMENT EX-99.12 Exhibit 99.12 EXECUTION VERSION AMENDMENT NO. 1 TO NOTE AND WARRANT PURCHASE AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) is made and entered into as of May 1, 2023, and amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 (as may be further amended or modified from time to time, the “Agreement”), by and among Gelesis Holdings, Inc. a Delaware corpor |
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| May 2, 2023 |
CONVERTIBLE SENIOR SECURED PROMISSORY NOTE Note No. 2 May 1, 2023 $2,000,000 EX-99.14 Exhibit 99.14 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY |
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| May 2, 2023 |
CPSR / Gelesis Holdings Inc - Class A / PureTech Health LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Daphne Zohar Chief Executive Officer PureTech Health LLC 6 Tide Street, Suite 400 Boston, MA 02210 (617) 48 |
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| May 2, 2023 |
WARRANT TO PURCHASE COMMON STOCK GELESIS HOLDINGS, INC. Warrant No. 2 May 1, 2023 EX-99.15 Exhibit 99.15 THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFEC |
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| May 2, 2023 |
AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK EX-99.13 Exhibit 99.13 AMENDMENT NO. 1 TO WARRANT TO PURCHASE COMMON STOCK This Amendment No. 1 (this “Amendment”) is made and entered into as of May 1, 2023, and amends that certain Warrant to Purchase Common Stock dated as of February 21, 2023 (as may be further amended or modified from time to time, the “Warrant”), by and between Gelesis Holdings, Inc., a Delaware corporation (the “Company”) an |
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| May 2, 2023 |
PURETECH GIVING LIFE TO SCIENCE® EX-99.11 Exhibit 99.11 PURETECH GIVING LIFE TO SCIENCE® April 27, 2023 Mr. Paul Fonteyne Chairman of the Board of Directors Gelesis Holdings, Inc. 501 Boylston Street, Suite 6102 Boston, MA 02116 Dear Paul: We appreciate the counterproposal you sent over on April 19, 2023. We would like to clarify a few things from your letter. Our revised offer of April 19, 2023 was necessitated by the sharp drop |
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| April 26, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Common Stock (the "Common Stock") of Gelesis Holdings, Inc. |
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| April 21, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 20, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 20, 2023 |
CPSR / Gelesis Holdings Inc - Class A / PureTech Health LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Daphne Zohar Chief Executive Officer PureTech Health LLC 6 Tide Street, Suite 400 Boston, MA 02210 (617) 48 |
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| April 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 15, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 12, 2023 |
Gelesis Holdings, Inc. Corporate Presentation - April 12, 2023 |
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| April 12, 2023 |
COURTESY COPY OF REG_FD_DISCLOSURE_APR_12 Health & WellnessHealth and Wellness by Gelesis * Cumulative product revenue, net, from Plenity first being made commercially available through December 31, 2022 Introducing a first of its kind platform for better metabolic, immune, and gut health Our first product, Plenity, helped more than 200,000 people manage their weight & generated $39. |
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| April 12, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 11, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 02, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission F |
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| April 4, 2023 |
CPSR / Gelesis Holdings Inc - Class A / PureTech Health LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Daphne Zohar Chief Executive Officer PureTech Health LLC 6 Tide Street, Suite 400 Boston, MA 02210 (617) 48 |
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| April 4, 2023 |
EX-99.10 Exhibit 99.10 April 2, 2023 Mr. Paul Fonteyne Chairman of the Board of Directors Gelesis Holdings, Inc. 501 Boylston Street, Suite 6102 Boston, MA 02116 Dear Mr. Fonteyne: PureTech Health PLC is pleased to submit an offer to acquire all of the outstanding equity of Gelesis at a price of $0.21 per share, payable in shares of PureTech, a premium of approximately 30% to Gelesis’ closing pric |
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| March 28, 2023 |
As filed with the U.S. Securities and Exchange Commission on March 28, 2023. As filed with the U.S. Securities and Exchange Commission on March 28, 2023. Registration No. 333-267016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GELESIS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 84-4730610 (State or othe |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K 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, 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 001-39362 Gelesis Holding |
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| March 28, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Gelesis Holdings, Inc. |
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| March 28, 2023 |
Exhibit 99.1 Gelesis Reports Fourth Quarter and Full Year 2022 Results Gelesis has demonstrated strong demand for Plenity, helping over 200,000 people on their weight loss journeys since launch Company has filed with FDA to make Plenity available to Over the Counter (OTC), which should significantly broaden consumer access and reduce the cost to reach new members BOSTON, MARCH 28, 2023 – Gelesis H |
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| March 28, 2023 |
As filed with the U.S. Securities and Exchange Commission on March 28, 2023. As filed with the U.S. Securities and Exchange Commission on March 28, 2023. Registration No. 333-262672 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 ON FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GELESIS HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 84-4730610 (State or othe |
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| March 28, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Gelesis Holdings, Inc. |
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| March 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission F |
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| March 28, 2023 |
Gelesis Holdings, Inc. 2006 Stock Incentive Plan. Exhibit 10.4 Exhibit 10.4 GELESIS, INC. 2006 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2006 Stock Incentive Plan (the “Plan”) of Gelesis, Inc., a Delaware corporation (the “Company”), is to advance the interests of the Company’s stockholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company |
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| March 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| March 3, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-262672 Prospectus Supplement No. 9 (To Prospectus dated June 7, 2022) PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus supplement is being filed to update and supplement the information c |
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| March 3, 2023 |
Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-267016 Prospectus Supplement No. 4 (To Prospectus dated September 6, 2022) Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 6, 2022 (as supplemented or amended from time to time, the “Prospectus”), whic |
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| March 3, 2023 |
Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-267016 Prospectus Supplement No. 5 (To Prospectus dated September 6, 2022) Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 6, 2022 (as supplemented or amended from time to time, the “Prospectus”), whic |
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| March 3, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-262672 Prospectus Supplement No. 10 (To Prospectus dated June 7, 2022) PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus supplement is being filed to update and supplement the information |
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| March 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| March 2, 2023 |
Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-267016 Prospectus Supplement No. 3 (To Prospectus dated September 6, 2022) Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 6, 2022 (as supplemented or amended from time to time, the “Prospectus”), whic |
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| February 23, 2023 |
Exhibit 10.1 GELESIS HOLDINGS, INC. GELESIS, INC. AND THE GUARANTORS PARTY HERETO FROM TIME TO TIME NOTE AND WARRANT PURCHASE AGREEMENT february 21, 2023 1. Definitions 1 2. Amount and Terms of the Secured Senior Notes 7 2.1 Issuance of Initial Investor Notes 7 2.2 Issuance of Additional Investor Notes 7 2.3 Issuance of Other Investor Notes 8 2.4 Several Obligations; Ma |
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| February 23, 2023 |
Form of the Convertible Senior Secured Promissory Note EX-10.2 3 tm237686d1ex10-2.htm EXHIBIT 10.2 Exhibit 10.2 THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF C |
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| February 23, 2023 |
CPSR / Gelesis Holdings Inc - Class A / PureTech Health LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Bharatt Chowrira Chief Business, Financial and Operating Officer PureTech Health LLC 6 Tide Street, Suite 4 |
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| February 23, 2023 |
Exhibit 10.5 PATENT SECURITY AGREEMENT This PATENT SECURITY AGREEMENT (this “Patent Security Agreement”) is made this 21 day of February, 2023, by and among the Grantors listed on the signature pages hereof (each a “Grantor”, and collectively, jointly and severally, the “Grantors”), and PureTech Health LLC, a Delaware limited liability company (the “Initial Holder”) and as Secured Party for all of |
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| February 23, 2023 |
Exhibit 10.4 SECURITY AND PLEDGE AGREEMENT Dated as of February 21, 2023 among Each Grantor From Time to Time Party Hereto and PureTech Health LLC in its Capacity as the Secured Party for the Holders 12.0% Convertible Senior Secured Notes due 2023 TABLE OF CONTENTS Page 1. Defined Terms 1 2. Grant of Security 8 3. Security for Secured Obligations 9 4. Grantors Remain Liable 9 5. Representations an |
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| February 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 21, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| February 23, 2023 |
EX-10.6 7 tm237686d1ex10-6.htm EXHIBIT 10.6 Exhibit 10.6 TRADEMARK SECURITY AGREEMENT This TRADEMARK SECURITY AGREEMENT (this “Trademark Security Agreement”) is made this 21 day of February, 2023, by and among the Grantors listed on the signature pages hereof (each a “Grantor”, and collectively, jointly and severally, the “Grantors”), and PureTech Health LLC, a Delaware limited liability com |
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| February 23, 2023 |
Exhibit 10.3 THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE U |
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| February 14, 2023 |
Gelesis Holdings, Inc. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b) (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 (b) (Amendment No.1)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 36850R20 |
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| February 13, 2023 |
GLS / Gelesis Holdings, Inc. Common Stock / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gelesis Holdings Inc (Name of Issuer) Common stock, $0.0001 par value per share (Title of Class of Securities) 36850R204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to design |
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| February 10, 2023 |
GLS / Gelesis Holdings, Inc. Common Stock / ARISTEIA CAPITAL LLC Passive Investment SC 13G/A 1 sc13gagelesisholdings.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Gelesis Holdings, Inc. (Name of Issuer) Common stock, par value $0.0001 per share (Title of Class of Securities) 36850R204 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check |
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| January 20, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ("NYSE" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove the entire class of Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11. |
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| January 9, 2023 |
Gelesis Holdings, Inc. Corporate Presentation - January 9, 2023 |
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| January 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 09, 2023 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission |
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| January 9, 2023 |
Makers of Ex- 99.1Forward Looking Statements 2 Certain statements, estimates, targets and projections in this presentation may constitute "forw ard-looking statements" w ithin the meaning of the federal securities law s. The w ords "anticipate," "believe," continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "strive," |
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| December 30, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 30th day of December, 2022, by and among SSD2, LLC, BomsMaster LLC, KLP Enterprises LLC, Elon S. Boms and Andrew D. Wingate. The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13D in respect of the shares of Common Stock, $0.0001 pa |
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| December 30, 2022 |
GLS / Gelesis Holdings, Inc. Common Stock / SSD2, LLC - SC 13D Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36850R 204 (CUSIP Number) SSD2, LLC 195 Church Street, 15th Floor New Haven, Connecticut 06510 (203) 680-8543 (Name, Address and Telephone Num |
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| November 21, 2022 |
Exhibit 99.1 Gelesis Receives Notice of NYSE Market Capitalization Listing Rule Non-Compliance The Company Intends to Cure Deficiency and Return to Compliance with NYSE Listing Standard BOSTON, November 18, 2022 - Gelesis Holdings Inc. (NYSE: GLS) (?Gelesis? or the ?Company?) today noted that on November 16, 2022, the Company received a notification letter (the ?Notice?) from the New York Stock Ex |
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| November 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 16, 2022 |
?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-262672? Prospectus Supplement No. 8 (To Prospectus dated June 7, 2022) PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus supplement is being filed to update and supplement the information c |
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| November 16, 2022 |
?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-262672? Prospectus Supplement No. 7 (To Prospectus dated June 7, 2022) PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus supplement is being filed to update and supplement the information c |
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| November 16, 2022 |
Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-267016 Prospectus Supplement No. 2 (To Prospectus dated September 6, 2022) Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 6, 2022 (as supplemented or amended from time to time, the “Prospectus”), whic |
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| November 14, 2022 |
Exhibit 99.1 Gelesis Reports Third Quarter 2022 Results Plenity quarterly product revenue increased 114% year-over-year to $6.4 million, with 23,500 new members and 92,000 units sold in Q3 Quarterly gross profit increased by $2.6 million year-over-year, with gross margin improving from 8% to 44% Company is preparing to submit Plenity for Over the Counter (OTC) status, which would make it available |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2022 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 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, 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: 001-39362 Gelesis Holdings, Inc. |
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| November 14, 2022 |
Exhibit 10.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (i) NOT MATERIAL AND (ii) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Separation and General Release Agreement The remainder of this letter proposes a Separation and General Release Agreement (the ?Agreement?) between you and the Company. The purpose of this Agre |
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| November 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 02, 2022 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commissio |
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| November 7, 2022 |
Gelesis Holdings, Inc. 501 Boylston Street Suite 6102 Boston, MA 02116 USA Gelesis Receives Notice of NYSE Trading Share Price Listing Rule Non-Compliance The Company Intends to Cure Deficiency and Return to Compliance with NYSE Listing Standard BOSTON, November 4, 2022 - Gelesis Holdings Inc. (NYSE: GLS) (“Gelesis” or the “Company”) today noted that the Company received a notification letter from |
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| October 3, 2022 |
Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-267016? Prospectus Supplement No. 1 (To Prospectus dated September 6, 2022) Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated September 6, 2022 (as supplemented or amended from time to time, the ?Prospectus?), whic |
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| October 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2022 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commissi |
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| October 3, 2022 |
?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-262672? Prospectus Supplement No. 6 (To Prospectus dated June 7, 2022) PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus supplement is being filed to update and supplement the information c |
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| September 16, 2022 |
?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-262672? Prospectus Supplement No. 1 (To Prospectus dated June 7, 2022) PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus supplement is being filed to update and supplement the information c |
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| September 16, 2022 |
?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-262672? Prospectus Supplement No. 4 (To Prospectus dated June 7, 2022) PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus supplement is being filed to update and supplement the information c |
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| September 16, 2022 |
?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-262672? Prospectus Supplement No. 5 (To Prospectus dated June 7, 2022) PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus supplement is being filed to update and supplement the information c |
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| September 16, 2022 |
?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-262672? Prospectus Supplement No. 3 (To Prospectus dated June 7, 2022) PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus supplement is being filed to update and supplement the information c |
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| September 16, 2022 |
?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-262672? Prospectus Supplement No. 2 (To Prospectus dated June 7, 2022) PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus supplement is being filed to update and supplement the information c |
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| September 6, 2022 |
Gelesis Holdings, Inc. Up to 35,891,461 Shares of Common Stock TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration Number 333-267016? PROSPECTUS Gelesis Holdings, Inc. |
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| September 2, 2022 |
Gelesis Holdings, Inc. 501 Boylston Street, Suite 6102 Boston, MA 02116 Gelesis Holdings, Inc. 501 Boylston Street, Suite 6102 Boston, MA 02116 VIA EDGAR September 2, 2022 United States Securities and Exchange Commission Division of Corporate Finance ? Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Daniel Crawford Re: Gelesis Holdings, Inc. Registration Statement Filed on Form S-1 File No. 333-267016 Ladies and Gentlemen: Pursuant to Rule |
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| August 25, 2022 |
As filed with the Securities and Exchange Commission on August 25, 2022 ? As filed with the Securities and Exchange Commission on August 25, 2022 Registration No. |
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| August 23, 2022 |
EX-FILING FEES 4 gls-20220630xexfilingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Gelesis Holdings, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount registered(1) Proposed maximum offering price per security(2) Maximum aggrega |
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| August 23, 2022 |
As filed with the Securities and Exchange Commission on August 23, 2022 Table of Contents As filed with the Securities and Exchange Commission on August 23, 2022 Registration No. |
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| August 15, 2022 |
Exhibit 99.1 Gelesis Reports Second Quarter 2022 Results Plenity Q2 product revenue increased 312% year-over-year to $9.0 million Gross profit in Q2 increased by $4.0 million year-over-year, with gross margin improving to 47% from 8% BOSTON, AUGUST 15, 2022 ? Gelesis (NYSE: GLS), the maker of Plenity for weight management, today reported financial results for the second quarter of 2022. ?We are se |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 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 June 30, 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: 001-39362 Gelesis Holdings, Inc. |
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| August 15, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 15, 2022 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 12, 2022 |
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of August 11, 2022 by and between GELESIS HOLDINGS, INC. and B. RILEY PRINCIPAL CAPITAL II, LLC Table of Contents Page Article I DEFINITIONS 1 Article II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1. Purchase and Sale of Stock 2 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Filings 2 Art |
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| August 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2022 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 12, 2022 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of August 11, 2022, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the ?Investor?), and Gelesis Holdings, Inc., a Delaware corporation (the ?Company?). RECITALS A. The Company and the Investor have entered into that certain Common Stock Purchase Ag |
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| August 10, 2022 |
Exhibit 10.1 AMENDMENT This Amendment is made on 4 August 2022 (the ?Amendment Effective Date?) between: (1) GELESIS INC., a company organized and existing under the laws of the State of Delaware, having its principal office at 501 Boylston Street, Suite 6102, Boston, MA 02116, USA (?Licensor?); and (2) CMS Bridging DMCC, a company incorporated under law of the UAE (Registration No.: DMCC177608) a |
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| August 10, 2022 |
Exhibit 4.3 , WARRANT TO PURCHASE COMMON STOCK OF GELESIS HOLDINGS INC. THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEM |
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| August 10, 2022 |
Exhibit 4.4 AMENDED AND RESTATED WARRANT TO PURCHASE COMMON STOCK OF GELESIS HOLDINGS, INC. This Amended and Restated Warrant to Purchase Common Stock (this ?Warrant?) is made as of August [], 2022 by and between [HOLDER] (?Holder?), and Gelesis Holdings, Inc., a Delaware corporation (?Company?). RECITALS A. In connection with the entry into that certain Warrant Purchase Agreement, by and among th |
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| August 10, 2022 |
Exhibit 4.2 THIS SHORT TERM PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?). THIS NOTE MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. SHORT TERM PROMISSORY NOTE Boston, Mas |
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| August 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 04, 2022 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission |
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| August 10, 2022 |
Exhibit 4.1 , WARRANT TO PURCHASE COMMON STOCK OF GELESIS HOLDINGS INC. THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEM |
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| August 4, 2022 |
CPSR / Capstar Special Purpose Acquisition Corp / PureTech Health LLC - SC 13D/A Activist Investment SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Daphne Zohar Chief Executive Officer PureTech Health LLC 6 Tide Street, Suite 400 Boston, MA 02210 (617) 48 |
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| July 29, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 25, 2022 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| July 29, 2022 |
Form of Warrant to Purchase Common Stock of Gelesis Holdings, Inc. Exhibit 10.2 , WARRANT TO PURCHASE COMMON STOCK OF GELESIS HOLDINGS INC. THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATE |
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| July 29, 2022 |
Exhibit 10.1 THIS SHORT TERM PROMISSORY NOTE (THIS ?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?). THIS NOTE MAY NOT BE SOLD, TRANSFERRED, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. SHORT TERM PROMISSORY NOTE Boston, Ma |
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| July 20, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be |
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| July 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36850R204 (CUSIP Number) January 13, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| June 21, 2022 |
Exhibit 10.1 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. THIRD AMENDED AND RESTATED SUPPLY AND DISTRIBUTION AGREEMENT This THIRD AMENDED AND RESTATED SUPPLY AND DISTRIBUTION AGREEMENT |
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| June 21, 2022 |
Exhibit 99.1 Gelesis Announces Additional $15 Million Pre-Order for Plenity?, Bringing Total Pre-Paid Orders from Ro for Plenity to $55 Million Following the successful debut of the national broad awareness media campaign, with a new record-high for prescription requests, the company?s telehealth distribution partner, Ro, placed an additional pre-order for the weight management product Gelesis rec |
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| June 21, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 14, 2022 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission Fi |
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| June 8, 2022 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3) ?Registration No. 333-262672?? PROSPECTUS FOR 132,857,109 SHARES OF COMMON STOCK 24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK AND 24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS OF GELESIS HOLDINGS, INC. This prospectus relates to (i) the resale of 9,000,000 shares of common stock, par value $0.0001 per share (the ?Common Stock?) |
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| June 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 2 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GELESIS HOLDINGS, INC. (Exact name of regist |
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| June 3, 2022 |
Gelesis Holdings, Inc. 501 Boylston Street, Suite 6102 Boston, MA 02116 Gelesis Holdings, Inc. 501 Boylston Street, Suite 6102 Boston, MA 02116 VIA EDGAR June 3, 2022 United States Securities and Exchange Commission Division of Corporate Finance ? Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Gary Guttenberg and Christopher Edwards Re: Gelesis Holdings, Inc. Registration Statement Filed on Form S-1 File No. 333-262672 Ladies and Gentleme |
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| May 24, 2022 |
As filed with the Securities and Exchange Commission on May 23, 2022 Table of Contents As filed with the Securities and Exchange Commission on May 23, 2022 Registration No. |
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| May 23, 2022 |
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 May 23, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance ? Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Gary Guttenberg and Christopher Edwards Re: Gelesis Holdings, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed April 22, 2022 F |
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| May 12, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q 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: 001-39362 Gelesis Holdings, Inc. |
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| May 12, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): May 12, 2022 Gelesis Holdings, Inc. |
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| May 12, 2022 |
Gelesis Reports First Quarter 2022 Results Exhibit 99.1 Gelesis Reports First Quarter 2022 Results Plenity product revenue increased 142% year-over-year to $7.5 million in the quarter, driven by the debut of the national media campaign in February 2022 Q1 2022 gross margin increased 277% year-over-year Company reiterates guidance of $58M in projected product revenue for 2022 BOSTON-(BUSINESS WIRE)-May 12, 2022-Gelesis (NYSE: GLS), the make |
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| May 10, 2022 |
Letter from Marcum LLP to the Securities and Exchange Commission dated May 10, 2022 Exhibit 16.1 May 10, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by Gelesis Holdings, Inc. (formerly Capstar Special Purpose Acquisition Corp.) under Item 4.01 of its Form 8-K dated May 10, 2022. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with ot |
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| May 10, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 09, 2022 Gelesis Holdings, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-39362 84-4730610 (State or Other Jurisdiction of Incorporation) (Commission Fil |
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| May 6, 2022 |
Exhibit 99.6 RESTRICTED STOCK UNIT AWARD AGREEMENT UNDER THE GELESIS HOLDINGS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Grantee: No. of Restricted Stock Units: Grant Date: Pursuant to the Gelesis Holdings, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the ?Plan?), Gelesis Holdings, Inc. (the ?Company?) hereby grants an award of the number of Restricted Stoc |
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| May 6, 2022 |
Exhibit 99.4 INCENTIVE STOCK OPTION AGREEMENT UNDER THE GELESIS HOLDINGS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date (110% of FMV if a 10% owner)] Grant Date: Expiration Date: [up to 10 years (5 if a 10% owner)] Pursuant to the Gelesis Holdings, Inc. 2021 Stock Option and Incentive Plan as amended through |
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| May 6, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Gelesis Holdings, Inc. |
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| May 6, 2022 |
As filed with the Securities and Exchange Commission on May 6, 2022 As filed with the Securities and Exchange Commission on May 6, 2022 Registration No. |
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| May 6, 2022 |
Exhibit 99.5 NON-QUALIFIED STOCK OPTION AGREEMENT UNDER THE GELESIS HOLDINGS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN Name of Optionee: No. of Option Shares: Option Exercise Price per Share: $ [FMV on Grant Date] Grant Date: Expiration Date: Pursuant to the Gelesis Holdings, Inc. 2021 Stock Option and Incentive Plan as amended through the date hereof (the ?Plan?), Gelesis Holdings, Inc. (the ?Co |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to GELESIS HOLDINGS, INC. (Exact name of regist |
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| April 22, 2022 |
Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 April 22, 2022 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance ? Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Attention: Gary Guttenberg and Christopher Edwards Re: Gelesis Holdings, Inc. Registration Statement on Form S-1 Filed February 11, 2022 File No. 333-26 |
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| April 22, 2022 |
As filed with the Securities and Exchange Commission on April 22, 2022 Table of Contents As filed with the Securities and Exchange Commission on April 22, 2022 Registration No. |
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| April 1, 2022 |
Exhibit 21.1 List of Subsidiaries ? Jurisdiction of Name of Subsidiary ? Incorporation or Organization ? Gelesis, Inc. ? Delaware ? Gelesis S.r.l. ? Italy ? ? |
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| April 1, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.1 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise indicated or the context otherwise requires, all references in this section to ?Legacy Gelesis? refers to Gelesis, Inc. and its subsidiaries prior to the Closing, and the term ?CPSR? refers to Capstar Special Purpose Acquisition Corp. prior to the Closing. Unless otherwise indicated or the context otherwise |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-39362 NOTIFICATION OF LATE FILING CUSIP NUMBER 36850R204 (Check one): Form 10-K x Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR o For Period Ended: December 31, 2021 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tra |
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| April 1, 2022 |
? Exhibit 10.8 ? GELESIS, INC. 2006 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2006 Stock Incentive Plan (the "Plan'') of Gelesis, Inc., a Delaware corporation (the "Company"), is to advance the interests of the Company's stockholders by enhancing the Company's ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by prov |
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| April 1, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K/A (Amendment No. |
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| April 1, 2022 |
Exhibit 4.3 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following descriptions of securities of Capstar Special Purpose Acquisition Corp. (the ?company,? ?we? or ?us?) registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), as of December 31, 2021 is only a summary. It is subject to and qu |
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| March 24, 2022 |
Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K/A CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 13, 2022 Gelesis Holdings, Inc. |
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| March 24, 2022 |
GELESIS, INC. Index To Financial Statements Exhibit 99.1 Gelesis, Inc. and subsidiaries Consolidated financial statements as of and for the years ended December 31, 2021 and 2020 F-1 GELESIS, INC. Index To Financial Statements Report of Independent Registered Public Accounting Firm F-3 Consolidated Balance Sheets as of December 31, 2021 and 2020 F-4 Consolidated Statements of Operations for the years ended December 31, 2021 and 2020 F-5 Con |
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| March 24, 2022 |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GELESIS Exhibit 99.2 MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF GELESIS Unless otherwise indicated or the context otherwise requires, references in this section to ?Gelesis,? ?we,? ?us,? ?our? and other similar terms refer to Gelesis, Inc. and its subsidiaries prior to the Business Combination, which became the business of Gelesis Holdings, Inc. and its consol |
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| March 24, 2022 |
Exhibit 99.1 Gelesis? Reports Fiscal Year 2021 Results and Fiscal Year 2022 Financial Outlook The Company ended the year with 79,100 total members for Plenity?, demonstrating strong demand ahead of first quarter 2022 debut media campaign Gelesis reaffirms guidance for $58 million in product revenue and anticipates 400% growth in 2022 following strong early launch results reported earlier this mont |
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| March 24, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 24, 2022 Gelesis Holdings, Inc. |
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| March 16, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 16, 2022 Gelesis Holdings, Inc. |
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| March 16, 2022 |
Exhibit 99.1 Gelesis? Releases Preliminary National Launch Results for Plenity?: Record-Breaking Levels of Prescriptions and Online Traffic New Plenity patient prescriptions increased 3.5-fold within the first three weeks of the national media campaign launch The company has projected $58 million in net revenue in this first full launch year 2022 BOSTON-(BUSINESS WIRE)-March 16, 2022-Gelesis (NYSE |
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| February 22, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 GELESIS HOLDINGS, INC. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Titles of Class of Securities) 14070Y101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig |
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| February 22, 2022 |
Exhibit 1 AGREEMENT OF JOINT FILING This joint filing agreement (this ?Agreement?) is made and entered into as of this 22nd day of February 2022, by and among the undersigned. |
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| February 14, 2022 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 per share (Title of Class of Securities) 36850R204 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t |
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| February 14, 2022 |
CPSR / Capstar Special Purpose Acquisition Corp / GLAZER CAPITAL, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 Gelesis Holdings, Inc. formerly known as Capstar Special Purpose Acquisition Corp (Name of Issuer) Class A Common Stock, par value $0.0001 per shar (Title of Class of Securities) 14070Y101 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Stat |
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| February 14, 2022 |
CPSR / Capstar Special Purpose Acquisition Corp / PERISCOPE CAPITAL INC. - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Capstar Special Purpose Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the approp |
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| February 14, 2022 |
CPSR / Capstar Special Purpose Acquisition Corp / ARISTEIA CAPITAL LLC - SC 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. *) Gelesis Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 36850R204 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursu |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Capstar Special Purpose Acquisition Corp. (Name of Issuer) Class A Common Stock, par value $0.0001 per share (the ?Shares?) (Title of Class |
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| February 11, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Gelesis Holdings, Inc. |
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| February 11, 2022 |
Table of Contents As filed with the Securities and Exchange Commission on February 11, 2022 Registration No. |
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| February 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 36850R204 (CUSIP Number) January 31, 2022 Date of Event Which Requires Filing of this Statement Check the appropriate box to designate the rul |
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| January 31, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 31, 2022 Gelesis Holdings, Inc. |
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| January 31, 2022 |
Exhibit 99.1 Plenity? National Media Campaign Kicking Off Today Challenges Restrictive Dieting Norms Plenity is designed to help people feel satisfied with smaller portions so they can eat less and lose weight, while enjoying the foods they love Gelesis?, the maker of Plenity, began trading on the New York Stock Exchange earlier this month BOSTON, JANUARY 31, 2022 ? Who said losing weight has to b |
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| January 21, 2022 |
CPSR / Capstar Special Purpose Acquisition Corp / PureTech Health LLC - SC 13D Activist Investment SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 14070Y101 (CUSIP Number) Daphne Zohar Chief Executive Officer PureTech Health LLC 6 Tide Street, Suite 400 Boston, MA 02210 (617) 482-2 |
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| January 21, 2022 |
CPSR / Capstar Special Purpose Acquisition Corp / HPSO SPV Ltd - SC 13D Activist Investment SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. |
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| January 21, 2022 |
EXHIBIT 99.1 JOINT FILING AGREEMENT This joint filing agreement (this ?Agreement?) is made and entered into as of this 21st day of January, 2022, by and among SSD2, LLC, BomsMaster LLC, KLP Enterprises LLC, Elon S. Boms and Andrew D. Wingate. The parties to this Agreement hereby acknowledge and agree that the foregoing statement on Schedule 13G in respect of the shares of Common Stock, $0.0001 par |
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| January 21, 2022 |
CPSR / Capstar Special Purpose Acquisition Corp / SSD2, LLC - SC 13G Passive Investment SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 Gelesis Holdings, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Titles of Class of Securities) 36850R 204 (CUSIP Number) January 13, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design |
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| January 21, 2022 |
Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned, and any amendments thereto executed by the undersigned shall be filed on behalf of each of the undersigned without the necessity of filing any additional joint filing agreement. |
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| January 20, 2022 |
Code of Business Conduct and Ethics EX-14.1 11 tm223870d1ex14-1.htm EXHIBIT 14.1 Exhibit 14.1 Gelesis Holdings, Inc. Code of Business Conduct and Ethics I. Purpose and Scope The Board of Directors of Gelesis Holdings, Inc. (together with its subsidiaries, the “Company”) has adopted this Code of Business Conduct and Ethics (this “Code”) to aid the Company’s directors, officers and employees, and any agents, consultants, sales colleag |
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| January 20, 2022 |
Exhibit 10.6 July 27, 2021 David Pass 88 Pleasant Street South Natick, MA 01760 Re: Employment Agreement Dear David: On behalf of Gelesis, Inc. (the ?Company?), I am pleased to confirm our offer to continue your employment as the Company?s Chief Operating and Commercial Officer (?COCO?). The terms and conditions of your continued employment are set forth below in this letter agreement (the ?Agreem |
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| January 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 20, 2022(January 13, 2022) Gelesis Holdings, Inc. |
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| January 20, 2022 |
Exhibit 10.12 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of January 13, 2022 by and between Gelesis Holdings, Inc., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indem |
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| January 20, 2022 |
Exhibit 10.3 GELESIS HOLDINGS, INC. 2021 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Gelesis Holdings, Inc. 2021 Stock Option and Incentive Plan (as amended from time to time, the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Gelesis Holdings, Inc. (t |
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| January 20, 2022 |
EX-10.5 6 tm223870d1ex10-5.htm EXHIBIT 10.5 Exhibit 10.5 July 16, 2021 Yishai Zohar 33 Winthrop Road, #1 Brookline, MA 02445 Re: Employment Agreement Dear Yishai: On behalf of Gelesis, Inc. (the “Company”), I am pleased to confirm our offer to continue your employment as Chief Executive Officer (“CEO”) and Founder of the Company. The terms and conditions of your continued employment are set forth |
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| January 20, 2022 |
EX-99.1 13 tm223870d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 Gelesis®, the Maker of Plenity® for Weight Management, Will Debut as a Publicly Traded Company Following the Closing of its Business Combination with Capstar Proceeds from this transaction will be used to further support the national launch of Plenity Gelesis will begin trading on the New York Stock Exchange as “GLS” on Friday, January 14, |
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| January 20, 2022 |
Exhibit 3.1 SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. Capstar Special Purpose Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is ?Capstar Special Purpose Acquisition Corp.? The date of the filing of its original |
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| January 20, 2022 |
Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF GELESIS HOLDINGS, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors of the Corporation (the ?Board o |
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| January 20, 2022 |
Exhibit 10.2 AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this ?Agreement?) is dated as of January 13, 2022, and is by and among Gelesis Holdings, Inc., a Delaware corporation (the ?Company?) (formerly known as Capstar Special Purpose Acquisition Corp.), Capstar Sponsor Group, LLC, a Delaware limited lia |
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| January 20, 2022 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.2 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Capitalized terms used but not defined in this Exhibit XX.X shall have the meanings ascribed to them in the Current Report on Form 8-K (this ?Report?) filed with the Securities and Exchange Commission (the ?SEC?) on January XX, 2022 and, if not defined in this Report, the final prospectus and definitive proxy statement dated |
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| January 20, 2022 |
Exhibit 10.7 July 19, 2021 Elliot Maltz 11 Ivy Road Needham, MA 02492 Re: Employment Agreement Dear Elliot: On behalf of Gelesis, Inc. (the ?Company?), I am pleased to confirm our offer to continue your employment as the Company?s Chief Financial Officer (?CFO?). The terms and conditions of your continued employment are set forth below in this letter agreement (the ?Agreement?): 1. Position. As CF |
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| January 20, 2022 |
Exhibit 10.13 INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of January 13, 2022 by and between Gelesis Holdings, Inc., a Delaware corporation (the ?Company?), and [ ] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce Indem |
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| January 20, 2022 |
Exhibit 21.1 List of Subsidiaries Gelesis, Inc. (Delaware corporation) |
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| January 14, 2022 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on January 25, 2022, pursuant to the provisions of Rule 12d2-2 (a). |
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| January 12, 2022 |
Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 12, 2022 (January 11, 2022) Capstar Special Purpose Acquisition Corp. |
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| January 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 10, 2022 (January 7, 2022) Capstar Special Purpose Acquisition Corp. |
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| January 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 10, 2022 (January 7, 2022) Capstar Special Purpose Acquisition Corp. |
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| January 5, 2022 |
Filed by Capstar Special Purpose Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Capstar Special Purpose Acquisition Corp. Commission File No. 001-39362 Gelesis Adds Inogen Co-Founder and Former CFO Ali Bauerlein to Board of Directors and Audit Committee Ms. Bauerlein brings |
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| January 3, 2022 |
Exhibit 2.1 Execution Version SECOND Amendment to BUSINESS COMBINATION AGREEMENT This Second Amendment to the Business Combination Agreement (this ?Amendment?) is entered into as of December 30, 2021 (the ?Amendment Effective Date?), by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (?Capstar?), CPSR Gelesis Merger Sub, Inc., a Delaware corporation (?Merger Sub?), and |
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| January 3, 2022 |
Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 3, 2022 (December 30, 2021) Capstar Special Purpose Acquisition Corp. |
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| January 3, 2022 |
Exhibit 10.1 Execution Version BACKSTOP AGREEMENT This Backstop Agreement (this ?Agreement?) is entered into as of December 30, 2021, by and between Capstar Special Purpose Acquisition Corp., a Delaware corporation (the ?Company?), PureTech Health LLC (?PureTech?) and SSD2, LLC (?SSD2? and together with PureTech, the ?Purchasers?, and each a ?Purchaser?). Capitalized terms used but not defined her |
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| January 3, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): January 3, 2022 (December 30, 2021) Capstar Special Purpose Acquisition Corp. |
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| December 27, 2021 |
TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(3)? ?Registration No. 333-258693? PROXY STATEMENT FOR SPECIAL MEETING OF CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. PROSPECTUS FOR 96,876,625 SHARES OF COMMON STOCK OF CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. ? The board of directors of Capstar Special Purpose Acquisition Corp., a Delaware corporation (?CPSR?), has unanimously approved the transacti |
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| December 23, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 23, 2021 No. |
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| December 23, 2021 |
December 23, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance ? Office of Life Sciences 100 F Street, N. |
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| December 22, 2021 |
December 22, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance ? Office of Life Sciences 100 F Street, N. |
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| December 22, 2021 |
As filed with the Securities and Exchange Commission on December 22, 2021 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on December 22, 2021 No. |
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| December 14, 2021 |
Letter from Jamie Weinstein, dated December 12, 2021 Exhibit 17.1 Jamie Weinstein c/o Pacific Investment Management Company LLC 50 Newport Center Dr, Newport Beach, CA 92660 December 12, 2021 R. Steven Hicks Chief Executive Officer and Chairman of the Board of Directors Capstar Special Purpose Acquisition Corp. 405 West 14th Street Austin, TX 78701 Re: Resignation from Board of Directors Dear Steve, I am writing in my capacity as a member of the Boa |
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| December 14, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): December 13, 2021 (December 12, 2021) Capstar Special Purpose Acquisition Corp. |
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| December 14, 2021 |
Consent of Alison Bauerlein to be named as a director. Exhibit 99.8 CONSENT I hereby consent to serve as a director of Capstar Special Purpose Acquisition Corp. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and |
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| December 14, 2021 |
As filed with the Securities and Exchange Commission on December 13, 2021 Table of Contents As filed with the Securities and Exchange Commission on December 13, 2021 No. |
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| December 13, 2021 |
December 13, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance ? Office of Life Sciences 100 F Street, N. |
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| December 1, 2021 |
Filed by Capstar Special Purpose Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Capstar Special Purpose Acquisition Corp. Commission File No. 001-39362 Gelesis? FDA-Cleared Weight Management Approach, Plenity?, Now Broadly Available and Leading Nutrition Authority Joy Bauer, |
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| November 24, 2021 |
Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 24, 2021 |
As filed with the Securities and Exchange Commission on November 24, 2021 Table of Contents As filed with the Securities and Exchange Commission on November 24, 2021 No. |
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| November 24, 2021 |
Consent of Kathryn Cavanaugh to be named as a director. Exhibit 99.7 CONSENT I hereby consent to serve as a director of Capstar Special Purpose Acquisition Corp. (the “Company”), if elected as such, and to be named as a nominee or potential nominee for director of the Company in any registration statement filed by the Company under the Securities Act of 1933, as amended, including all amendments and post-effective amendments or supplements thereto and |
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| November 18, 2021 |
Filed by Capstar Special Purpose Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Capstar Special Purpose Acquisition Corp. Commission File No. 001-39362 Gelesis Receives $30 Million Plenity? Order from Ro Gelesis? new commercial manufacturing facility is now producing Plenity |
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| November 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 15, 2021 Capstar Special Purpose Acquisition Corp. |
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| November 16, 2021 |
Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 15, 2021 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number 3235-0058 Washington, D. |
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| November 12, 2021 |
Filed by Capstar Special Purpose Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Capstar Special Purpose Acquisition Corp. Commission File No. 001-39362 Capstar Special Purpose Acquisition Corp. and Gelesis Revise Transaction Terms Given Current Market Conditions, Capstar Ann |
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| November 9, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2021 Capstar Special Purpose Acquisition Corp. |
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| November 9, 2021 |
TABLE OF CONTENTS As filed with the Securities and Exchange Commission on November 8, 2021 No. |
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| November 9, 2021 |
Exhibit 10.1 Amendment to SPONSOR LETTER AGREEMENT This Amendment to the Sponsor Letter Agreement (this ?Amendment?) is entered into as of November 8, 2021 (the ?Amendment Effective Date?), by and among Capstar Sponsor Group LLC, a Delaware limited liability company (the ?Sponsor?), Capstar Special Purpose Acquisition Corp., a Delaware corporation (?Capstar?), the other holders of Capstar Class B |
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| November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): November 8, 2021 Capstar Special Purpose Acquisition Corp. |
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| November 9, 2021 |
Exhibit 2.1 Amendment to BUSINESS COMBINATION AGREEMENT This Amendment to the Business Combination Agreement (this ?Amendment?) is entered into as of November 8, 2021 (the ?Amendment Effective Date?), by and among Capstar Special Purpose Acquisition Corp., a Delaware corporation (?Capstar?), CPSR Gelesis Merger Sub, Inc., a Delaware corporation (?Merger Sub?), and Gelesis, Inc., a Delaware corpora |
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| November 8, 2021 |
November 8, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance ? Office of Life Sciences 100 F Street, N. |
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| November 1, 2021 |
Filed by Capstar Special Purpose Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Capstar Special Purpose Acquisition Corp. Commission File No. 001-39362 Nature?s Scientific Reports Features Gelesis? Novel and Foundational Biomimetic Platform for Treating Obesity and Condition |
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| October 28, 2021 |
Filed by Capstar Special Purpose Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Capstar Special Purpose Acquisition Corp. Commission File No. 001-39362 Two Senior Scientific Leaders at Gelesis Awarded Top Industry Honors Chief Scientific Officer Elaine Chiquette, Pharm.D., N |
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| October 5, 2021 |
Exhibit 10.7 ROYALTY AND SUBLICENSE INCOME AGREEMENT This ROYALTY ASSIGNMENT AGREEMENT (the ?Agreement?), dated as of December 18, 2009, is by and among (i) PureTech Ventures, LLC, a Delaware limited liability company, (?PureTech?), (ii) Gelesis, Inc., a Delaware corporation, (?Gelesis-US?) and (iii) Gelesis LP (formerly AML-Dienstein B. V.), a Bermudan limited partnership (?Gelesis-Bermuda? and c |
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| October 5, 2021 |
Exhibit 10.9 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. Distribution Agreement Pharmaceutical Distribution Agreement (?Agreement?) dated as of Feb 12, 2020 (the ?Effective Date?) betw |
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| October 5, 2021 |
Exhibit 10.8 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. SECOND AMENDED AND RESTATED SUPPLY AND DISTRIBUTION AGREEMENT This SECOND AMENDED AND RESTATED SUPPLY AND DISTRIBUTION AGREEMEN |
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| October 5, 2021 |
As filed with the Securities and Exchange Commission on October 5, 2021 ? As filed with the Securities and Exchange Commission on October 5, 2021 No. 333-258693? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? ? Amendment No. 2 to FORM S-4? REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ? CAPSTAR SPECIAL PURPOSE ACQUISITION CORP. (Exact name of registrant as specified in its charter) ? ? Delaware (State or other jurisdiction of in |
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| October 5, 2021 |
Exhibit 10.10 CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND REPLACED WITH ?[***]?. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF DISCLOSED. LICENSE, COLLABORATION AND SUPPLY AGREEMENT By and Between GELESIS INC. And CMS Bridging DMCC Article 1 Definitions 2 Article |
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| October 1, 2021 |
Makers of Filed by Capstar Special Purpose Acquisition Corp. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Capstar Special Purpose Acquisition Corp. Commission File No. 001-39362 Disclaimer 2 This conf idential presentation is being deliv ered to y ou by Gelesis, Inc. (?Gelesis?) and contain |
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| September 29, 2021 |
As filed with the Securities and Exchange Commission on September 29, 2021 Table of Contents ? As filed with the Securities and Exchange Commission on September 29, 2021 No. |
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| September 29, 2021 |
September 29, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance ? Office of Life Sciences 100 F Street, N. |
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| September 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ?x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period 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 No. 001-39 |
