Explanatory Note
This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 21, 2022
(the “Original Schedule 13D,” and 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 Original Schedule 13D remain unchanged. Capitalized terms used herein and not
defined have the meanings given to them in the Original Schedule 13D.
This Amendment is being filed to supplement the prior disclosure to
reflect the entry into a promissory note 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 July 25, 2022, the Issuer issued a short term promissory note in the aggregate principal amount of $15.0 million (the
“Promissory Note”) to PureTech Health LLC for a cash purchase price of $15.0 million as part of a series of promissory notes issued by the Issuer. On July 27, 2022, the Promissory Note was amended and restated to revise certain
provisions contained therein.
The Promissory Note contains certain representations and warranties and covenants of the Issuer, and
certain customary events of default, including a failure by the Issuer to pay amounts due thereunder (a “Payment Default”). Upon a Payment Default under the Promissory Note that has not been cured by the Issuer after five days,
(x) the Issuer will be required to issue a warrant to PureTech Health LLC (a “Promissory Note Warrant”) to purchase, at an exercise price of $0.01 per share, subject to adjustment, an aggregate of number of shares of Common Stock
equal to: (i) (A) 0.2 multiplied by (B) the amount of outstanding principal and accrued interest under the Promissory Note as of the date of conversion, divided by (ii) the volume weighted average price of the Common Stock, as reported by
the New York Stock Exchange (the “NYSE”), for the five trading days (the “Common Stock VWAP”) occurring immediately prior to the date of exercise and (y) PureTech Health LLC may elect, at its option, to convert the
outstanding principal and accrued interest under the Promissory Note into a number of shares of Common Stock equal to (i) the amount of outstanding principal and accrued interest under the Promissory Note as of the date of conversion, divided
by (ii) the lesser of the price per share of (A) the Common Stock, as reported by the NYSE or (B) the Common Stock VWAP as of the day prior to the date of PureTech Health LLC’s conversion notice.
The Promissory Note Warrant will expire on the date that is ten years from the date of issuance (the “Expiration Date”) and will be
exercisable at any time from the date of issuance until the Expiration Date. The Promissory Note Warrant also provides for an automatic exercise upon a change of control (as defined in the Promissory Note Warrant).
The Company has agreed to include one or more proposals at its next annual or special meeting of stockholders to obtain any necessary
shareholder approval pursuant to NYSE rules for the issuance of the Promissory Note Warrants, and the shares of Common Stock issuable upon exercise of such warrants, and the issuance of the shares of Common Stock issuable upon conversion of the
Promissory Notes.
The foregoing descriptions of the Promissory Note and Promissory Note Warrant do not purport to be complete and are
qualified in their entirety by the full text of such agreements, which are attached as exhibits to this Schedule 13D and incorporated herein by reference.
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