Item 1.01 Entry into a Material Definitive Agreement.

Promissory Notes and Promissory Note Warrants

On February 21, 2023, Gelesis Holdings, Inc. (the "Company"), Gelesis, Inc., a subsidiary of the Company (the "Co-Issuer" and together with the Company, the "Issuers"), Gelesis 2012, Inc. and Gelesis, LLC, subsidiaries of the Issuers (together the "Guarantors"' and collectively with the Issuers , the "Note Parties"), entered into a Note and Warrant Purchase Agreement, dated as of February 21, 2023 (the "NPA"), by and among the Note Parties and PureTech Health LLC (the "Initial Investor") pursuant to which, for a cash purchase price of $5.0 million, (i) the Notes Issuers issued a short term convertible senior secured note of the Company in the aggregate principal amount of $5.0 million (the "Initial Note") to the Initial Investor and (ii) the Company issued to the Initial Investor warrants (the "Warrants") to purchase 23,688,047 shares of common stock, par value $0.0001, of the Company (the "Common Stock").





General Terms of the Notes

The Initial Note bears interest at a rate of 12% per annum, and matures on July 31, 2023, unless earlier converted or the maturity is extended as described below. The Initial Note is guaranteed by the Guarantors and contain customary anti-dilution adjustment provisions. Pursuant to certain security agreements, each dated February 21, 2023 (the "Security Agreements"), entered into by the Note Parties, as grantors, and the Initial Investor, in its capacity as secured party, the Note is secured by a first-priority lien on substantially all assets of the Company and the Guarantors, including without limitation, intellectual property, regulatory filings and product approvals, clearances and marks worldwide (other than the equity interests in, and assets held by, Gelesis S.r.l., a subsidiary of the Company) and a pledge of 100% of the Note Parties' equity in the Co-Issuer and the Guarantors.

The NPA contains certain covenants that restrict the ability of the Notes Issuers and their subsidiaries to, among other things, incur indebtedness, place liens on assets, transfer assets to subsidiaries of the Notes Issuers (other than other Note Parties), transfer ownership of, or exclusively license or grant exclusive rights to use, certain intellectual property, dispose of any tangible or intangible assets, properties or businesses, or engage in certain fundamental transactions, subject, in each case, to certain exceptions. The NPA also contains certain representations and warranties of the Notes Issuers, and certain customary events of default, including a failure by the Notes Issuers to pay amounts due thereunder.

Additional Notes; Other Investor Notes

Pursuant to the NPA, the Initial Investor has agreed, upon the request of the Notes Issuers, to purchase from the Notes Issuers an additional $5.0 million principal amount of short term convertible senior secured notes identical to the Initial Note (the "Additional Notes") if: (i) the Company and the Initial Investor, in its sole discretion, agree upon a satisfactory over-the-counter ("OTC") operating plan for the Company; (ii) the Company successfully completes and submits a usability study with respect to the OTC reclassification of its Plenity product; (iii) the Company receives the approval of its stockholders to certain transactions on or prior to July 31, 2023; and (iv) other commercially reasonable customary conditions are satisfied. In connection with the sale of the Additional Notes, the Company will issue to the Initial Investor additional Warrants to purchase a number of shares of Common Stock equal to the principal amount of Additional Notes sold multiplied by a factor of 1.7 and divided by the conversion price for such Additional Notes.

Pursuant to the NPA, the Notes Issuers may offer and sell additional short term convertible senior secured notes identical to the Initial Note to other investors in an aggregate principal amount of up to $40.0 million (the "Other Investor Notes") without the Initial Investor's consent at any time prior to March 31, 2024. The NPA provides that Other Investor Notes will rank pari passu with the Initial Note and the Additional Notes and otherwise have the same terms as the Initial Note, including the benefit of all liens granted with respect to the Initial Note.

Pursuant to the NPA, in the event that the Company sells Other Investor Notes, the Initial Investor will be entitled to participation rights to purchase additional Other Investor Notes that are incremental to the notes sold to other investors up to such aggregate principal amount as would allow the Initial Investor to maintain up to a 23% ownership percentage of the total original principal amount of the sum of the Initial Note, the Additional Notes and the Other Investor Notes. The Initial Note, the Additional Notes and the Other Investor Notes (including any such notes issued to the Initial Investor pursuant to its participation right) are hereafter referred to as the "Notes".










Extension of Maturity

The NPA provides that if the Company receives (i) the approval of its stockholders to certain transactions as described below on or prior to July 31, 2023, and (ii) proceeds from the sale of Other Investor Notes of at least $10.0 million prior to July 31, 2023, the maturity date of the Notes will be extended to March 31, 2024.





Conversionof the Notes

The NPA provides that the Notes are not convertible, and the Warrants are not exercisable, until the Company receives stockholder approval for the issuance of the shares of Common Stock issuable upon conversion of the Notes and the exercise of the Warrants (the "Stockholder Approval") in accordance with the terms thereof. The NPA provides that the Company will use its reasonable best efforts to obtain the Stockholder Approval at the first annual general meeting of its stockholders following the issuance of the Initial Note, which, pursuant to the terms of the NPA, must be held no later than July 31, 2023.

The NPA provides that following receipt of the Stockholder Approval (i) the Initial Note will be convertible at the option of the Initial Investor, in whole or in part, into a number of shares of Common Stock equal to (x) the outstanding principal amount of the Initial Note being converted plus accrued and unpaid interest divided by (y) a conversion price of $0.2744 per share of Common Stock, subject to adjustment and (ii) the Warrants will become exercisable for a purchase price of $0.2744 per share of Common Stock, subject to adjustment.

The NPA provides that the Notes will be convertible at the option of the Company, in whole but not in part ("Company Conversion"), (i) following receipt of the Stockholder Approval on or prior to July 31, 2023, (ii) subject to the receipt by the Company prior to July 31, 2023 of aggregate gross proceeds equal to or exceeding $30,000,000 from any financing, or series of related financings (including the sale of Other Investor Notes), (iii) if the average of the last reported sale price of the Common Stock for the immediately preceding five scheduled trading days is greater than or equal to 300% of the applicable conversion price, (iv) the Common Stock is then listed on the New York Stock . . .

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



 Exhibit                                  Description
 Number
  10.1#       Note Purchase Agreement, dated February 21, 2023, by and among Gelesis
            Holdings, Inc., Gelesis, Inc., Gelesis 2012, Inc., Gelesis LLC and
            PureTech Health LLC
  10.2        Form of the Convertible Senior Secured Promissory Note
  10.3        Form of Warrant
  10.4#       Security and Pledge Agreement, dated February 21, 2023, by and among
            Gelesis Holdings, Inc., Gelesis, Inc., Gelesis 2012, Inc., Gelesis LLC
            and PureTech Health LLC
  10.5#       Patent Security Agreement, dated February 21, 2023, by and among
            Gelesis Holdings, Inc., Gelesis, Inc., Gelesis 2012, Inc., Gelesis LLC
            and PureTech Health LLC
  10.6#       Trademark Security Agreement, dated February 21, 2023, by and among
            Gelesis Holdings, Inc., Gelesis, Inc., Gelesis 2012, Inc., Gelesis LLC
            and PureTech Health LLC
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

# Certain schedules and exhibits have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

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