Overview Financials News + Filings Key Docs Ownership Insiders
All
All (ex-4s)
10-K
10-Q
8-K
3,4,5
Proxy
Prospectus
Other
Tags
Quarterly results
Notes underwriting agrmnt
|
|
GELESIS HOLDINGS, INC. (CSPR)
|
Create: Alert |
All | News | Filings
| Date Filed | Type | Description |
| 08/21/2023 |
8-K
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements... |
| 07/12/2023 |
8-K
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements... |
| 06/29/2023 |
8-K
| Entry into a Material Definitive Agreement, Financial Statements and Exhibits Interactive Data |
| 06/13/2023 |
8-K
| Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance S...|
Docs:
|
"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",
"VOTING AND SUPPORT AGREEMENT This Voting and Support Agreement is made and entered into as of June 12, 2023, by and between Gelesis Holdings, Inc., a Delaware corporation and each of the persons set forth on Schedule Ahereto . The Company and the Stockholders are each sometimes referred to herein as a “Party” and collectively as the “Parties”. RECITALS WHEREAS, concurrently with the execution hereof, PureTech Health LLC, a Delaware limited liability company , Caviar Merger Sub LLC, a Delaware limited liability company and a wholly owned Subsidiary of Parent , and the Company are entering into an Agreement and Plan of Merger , pursuant to which the Company will be merged with and into Merger Sub, with Merger Sub continuing as the surviving company and a wholly ow...",
"AMENDMENT NO. 2 TO",
"CONVERTIBLE SENIOR SECURED PROMISSORY NOTE Note No. 4 June 12, 2023 $3,000,000 FOR VALUE RECEIVED, Gelesis Holdings, Inc. a Delaware corporation and Gelesis, Inc., a Delaware corporation , hereby promises to pay to the order of PureTech Health LLC as nominee , the principal sum of THREE MILLION DOLLARS , together with interest, which shall accrue at a rate of twelve percent per annum, compounded annually, on the Maturity Date. This Note is one of a series of Notes issued pursuant to that certain Note and Warrant Purchase Agreement, dated February 21, 2023 and amended on May 1, 2023 and June 12, 2023, by and among the Company, the Co-Issuer, the Guarantors, and the Investors named therein . Capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement. 1. P..." |
|
| 05/31/2023 |
8-K
| Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance S...|
Docs:
|
"LIMITED WAIVER TO",
"CONVERTIBLE SENIOR SECURED PROMISSORY NOTE Note No. 3 May 26, 2023 $350,000 FOR VALUE RECEIVED, Gelesis Holdings, Inc. a Delaware corporation and Gelesis, Inc., a Delaware corporation , hereby promises to pay to the order of PureTech Health LLC as nominee , the principal sum of THREE HUNDRED FIFTY THOUSAND DOLLARS , together with interest, which shall accrue at a rate of twelve percent per annum, compounded annually, on the Maturity Date. This Note is one of a series of Notes issued pursuant to that certain Note and Warrant Purchase Agreement, dated February 21, 2023 and amended on May 1, 2023, by and among the Company, the Co-Issuer, the Guarantors, and the Investors named therein . Capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement. 1. Payment...",
"WARRANT TO PURCHASE COMMON STOCK OF GELESIS HOLDINGS, INC. Warrant No. 3 Gelesis Holdings, Inc., a Delaware corporation , hereby certifies that, for value received and pursuant to the Note and Warrant Purchase Agreement, dated as of and amended as of May 1, 2023, by and among the Company and the Investors named therein , PureTech Health LLC , is entitled, subject to the terms and conditions set forth in this warrant , to purchase from the Company, at any time or times on or after the date hereof, but not after 5:00 P.M., New York City time on May 26, 2028 , 43,133,803 duly authorized, validly issued, fully paid, nonassessable shares of Common Stock , which shall be adjusted or readjusted from time to time as provided in this Warrant , at a purchase price per share equal to $0.0142, which s..." |
|
| 04/21/2023 |
8-K
| Quarterly results |
| 04/17/2023 |
8-K
| Quarterly results |
| 04/04/2023 |
8-K
| Regulation FD Disclosure Interactive Data |
| 03/28/2023 |
8-K
| Quarterly results |
| 03/03/2023 |
8-K
| Shareholder Nominations Pursuant to Exchange Act Rule 14a-11 Interactive Data |
| 02/23/2023 |
8-K
| Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance S...|
Docs:
|
"GELESIS HOLDINGS, INC.   GELESIS, INC.   AND THE GUARANTORS PARTY HERETO FROM TIME TO TIME   NOTE AND WARRANT PURCHASE AGREEMENT           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; Maximum Principal Amount 8   2.5 Maturity 8   2.6 Interest; Interest Rate; Interest Payment Date 8   2.7 Payments 9   2.8 Security 9   2.9 Priority 9   2.10 Holder Conversion of Notes 9   2.11 Company Conversion of Notes 10   2.12 Delivery of Conversion Shares 10   2.13 No Fractional Shares; Surren...",
"CONVERTIBLE SENIOR SECURED PROMISSORY NOTE Note No. [__] [Date of Issuance] $ FOR VALUE RECEIVED, Gelesis Holdings, Inc. a Delaware corporation and Gelesis, Inc., a Delaware corporation , hereby promises to pay to the order of [______________] as nominee , the principal sum of [______________] DOLLARS , together with interest, which shall accrue at a rate of twelve percent per annum, compounded annually, on the Maturity Date. This Note is one of a series of Notes issued pursuant to that certain Note and Warrant Purchase Agreement, dated February 21, 2023, by and among the Company, the Co-Issuer, the Guarantors, and the Investors named therein . Capitalized terms not defined herein shall have the meaning set forth in the Purchase Agreement. 1.       ...",
"WARRANT TO PURCHASE COMMON STOCK OF GELESIS HOLDINGS, INC.   Warrant No. [___] [Date]   Gelesis Holdings, Inc., a Delaware corporation , hereby certifies that, for value received and pursuant to the Note and Warrant Purchase Agreement, dated as of February [__], 2023, by and among the Company and the Investors named therein , [Name of Holder] , is entitled, subject to the terms and conditions set forth in this warrant , to purchase from the Company, at any time or times on or after the Stockholder Approval Date, but not after 5:00 P.M., New York City time on the fifth anniversary of the Stockholder Approval Date , [_______] 1 duly authorized, validly issued, fully paid, nonassessable shares of Common Stock , which shall be adjusted or readjusted from tim...",
"SECURITY AND PLEDGE AGREEMENT",
"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 , and PureTech Health LLC, a Delaware limited liability company and as Secured Party for all of the Holders . WITNESSETH: WHEREAS, pursuant to that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023, by and among Gelesis Holdings, Inc., a Delaware corporation , Gelesis, Inc., a Delaware corporation , the Initial Holder, and such additional holders from party thereto from time to time , the Company and the Co-Issuer, have issued to the Holders the 12.0% Convertible Senior Secured Notes due 2023 . Each Grantor is entering into this Patent Security Agreement in order to induce the Holders to purchase the Notes an...",
"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 , and PureTech Health LLC, a Delaware limited liability company and as Secured Party for all of the Holders .   WITNESSETH:   WHEREAS, pursuant to that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023, by and among Gelesis Holdings, Inc., a Delaware corporation , Gelesis, Inc., a Delaware corporation , the Initial Holder, and such additional holders from party thereto from time to time , the Company and the Co-Issuer, have issued to the Holders the 12.0% Convertible Senior Secured Notes due 2023 . Each Grantor is entering into this Trademark Security Agreemen..." |
|
| 01/09/2023 |
8-K
| Regulation FD Disclosure, Financial Statements and Exhibits Interactive Data |
| 11/18/2022 |
8-K
| Quarterly results |
| 11/14/2022 |
8-K
| Quarterly results |
| 11/04/2022 |
8-K
| Quarterly results |
| 10/03/2022 |
8-K
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements... |
| 08/15/2022 |
8-K
| Quarterly results |
| 08/12/2022 |
8-K
| Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits ...|
Docs:
|
"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 Article III PURCHASE TERMS 3 Section 3.1. VWAP Purchases 3 Section 3.2. Intraday VWAP Purchases 4 Section 3.3. Settlement 5 Section 3.4. Compliance with Rules of Trading Market. 6 Section 3.5. Beneficial Ownership Limitation 7 Article IV REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE INVESTOR 7 Section 4.1. Organization and Standing of the Investor 7 Section 4.2. Authorization and Power 7 Section 4.3. No Confli...",
"NOW, THEREFORE, in consideration of the representations, warranties, covenants and agreements contained herein and in the Purchase Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound hereby, the Company and the Investor hereby agree as follows: 1. Definitions. Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement. As used in this Agreement, the following terms shall have the following meanings: “Agreement” shall have the meaning assigned to such term in the preamble of this Agreement “Allowable Grace Period” shall have the meaning assigned to such term in Section 3. “Blue Sky Filin..." |
|
| 08/10/2022 |
8-K
| Quarterly results |
| 07/29/2022 |
8-K
| Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance S...|
Docs:
|
"THIS SHORT TERM PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED . 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, Massachusetts July__, 2022 FOR VALUE RECEIVED, unless converted pursuant to Section 5 hereof, Gelesis Holdings Inc., a Delaware corporation , promises to pay to [______] with a principal address listed on the signature page hereto, the principal investment amount listed on the signature page hereto, and to pay interest on the outstanding principal balance of this Note in accordance with Section 3 hereof. 1. Maturity. The principal and a...",
"WARRANT TO PURCHASE COMMON STOCKOF" |
|
| 06/21/2022 |
8-K
| Quarterly results |
| 05/12/2022 |
8-K
| Quarterly results |
| 04/01/2022 |
8-K/A
| Financial Statements and Exhibits Interactive Data |
| 03/24/2022 |
8-K/A
| Entered into an underwriting agreement for the issuance and sale of notes |
| 03/24/2022 |
8-K
| Results of Operations and Financial Condition, Financial Statements and Exhibits Interactive Data |
| 03/16/2022 |
8-K
| Other Events, Financial Statements and Exhibits Interactive Data |
| 01/31/2022 |
8-K
| Other Events, Financial Statements and Exhibits Interactive Data |
| 01/20/2022 |
8-K
| Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sales of Equity ...|
Docs:
|
"Amended and Restated Certificate of Incorporation of Gelesis Holdings, Inc",
"Amended and Restated Bylaws of Gelesis Holdings, Inc",
"AMENDED AND RESTATED REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT",
"GELESIS HOLDINGS, INC. 2021stOCK OPTION AND INCENTIVE PLAN",
"Re: Employment Agreement",
"Re: Employment Agreement",
"Re: Employment Agreement",
"Form of Director Indemnification Agreement",
"Form of Officer Indemnification Agreement",
"Code of Business Conduct and Ethics" |
|
| 01/12/2022 |
8-K
| Submission of Matters to a Vote of Security Holders Interactive Data |
| 01/10/2022 |
8-K
| Other Events Interactive Data |
| 01/03/2022 |
8-K
| Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits ... |
| 12/13/2021 |
8-K
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements... |
| 07/20/2021 |
8-K/A
| Financial Statements and Exhibits |
| 07/19/2021 |
8-K
| Quarterly results |
|
|
|