Explanatory Note
This Amendment No. 2 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 21, 2022,
as amended (the “Schedule 13D”), relating to the Reporting Persons’ ownership of shares of common stock, par value $0.0001 per share (the “Common Stock”), of Gelesis Holdings, Inc., a Delaware corporation (the
“Issuer”). Capitalized terms used but not defined herein shall have the meaning set forth in the Schedule 13D.
Unless set forth
below, all previous Items set forth in the Schedule 13D remain unchanged. Capitalized terms used herein and not defined have the meanings given to them in the Schedule 13D.
This Amendment is being filed to supplement the prior disclosure to reflect the entry into a Note and Warrant Purchase Agreement with the
Issuer.
Item 4. Purpose of Transaction.
Item 4
of the Schedule 13D is hereby amended and supplemented as follows:
Promissory Note and Promissory Note Warrant
On February 21, 2023, the Issuer, Gelesis, Inc., a subsidiary of the Issuer (the “Notes
Co-Issuer” and together with the Issuer, the “Notes Issuers”), Gelesis 2012, Inc. and Gelesis, LLC, subsidiaries of the Notes Issuers and guarantors of the Convertible Notes (together with the
Notes Issuers and other guarantors from time to time, the “Note Parties”), entered into a Note and Warrant Purchase Agreement, dated as of February 21, 2023, by and among the Note Parties and PureTech Health LLC (the “NPA”)
pursuant to which, for a cash purchase price of $5.0 million, (i) the Notes Issuers issued a short term secured convertible note in the aggregate principal amount of $5.0 million (the “Convertible Notes” and such initial
issuance, the “Initial Notes”) to PureTech Health LLC and (ii) the Issuer issued warrants to purchase 23,688,047 shares of Common Stock of the Issuer (the “Warrants”). The Convertible Notes are guaranteed by the domestic
subsidiaries of the Notes Co-Issuer and is secured by a first-priority lien on any and all assets of the Issuer, including without limitation, intellectual property, regulatory filings and product approvals,
clearances and marks worldwide (other than the equity interests in Gelesis S.r.l. and assets held by Gelesis S.r.l.) and a pledge of the 100% of the equity interests of Co-Issuer and the domestic subsidiaries
of the Notes Issuers.
The Convertible Notes bear interest at a rate of 12% per annum, and mature on July 31, 2023, unless earlier
converted or extended as described below.
The Convertible Notes are not convertible, and the Warrants are not exercisable, until the
Issuer receives stockholder approval of the issuance of the shares of Common Stock underlying the Convertible Note and the Warrants (the “Stockholder Approval”) in accordance with the terms thereof. Upon receipt of Stockholder Approval,
(i) the Convertible Note shall be convertible at the option of PureTech Health LLC into a number of shares of Common Stock equal to (x) the outstanding principal amount of such Note plus accrued and unpaid interest divided by (y) the
Conversion Price (as defined in the Convertible Note) and (ii) the Warrants will become exercisable for a purchase price of $0.2744 per share.
In addition, pursuant to the NPA, PureTech Health LLC has agreed, upon the request of the Notes Issuers, to purchase from the Notes Issuers an
additional $5.0 million principal amount of the Convertible Notes (the “Additional Notes”), and to purchase from the Issuer additional Warrants, representing warrant coverage of 170% of the principal amount of the Additional Notes, if
(i) the Issuer and PureTech Health LLC, in its sole discretion, shall have agreed upon a satisfactory over-the-counter operating plan for the Issuer; (ii) the Issuer shall have successfully completed and submitted the usability study with
respect to the OTC reclassification of its Plenity product; (iii) the Issuer shall have received Stockholder Approval on or prior to July 31, 2023; and (iv) other commercially reasonable customary conditions are satisfied.
2
