SEC Form PRER14A filed by Gelesis Holdings Inc.

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. 1)

Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Gelesis Holdings, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Copies to:

James Barrett, Esq.

Jeffrey A. Letalien Esq.

Jean A. Lee Esq.

Goodwin Procter LLP

100 Northern Avenue

Boston, MA 02210

Tel: (617) 570-1000

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED SEPTEMBER 7, 2023

Gelesis Holdings, Inc.

501 Boylston Street, Suite 6102

Boston, Massachusetts 02116

                , 2023

Dear Gelesis Stockholder,

I am writing to you about a significant opportunity for stockholders of Gelesis Holdings, Inc., a Delaware corporation (“Gelesis”, “Company”, “we” or “us”) to receive a substantial premium for their shares of Gelesis common stock, par value $0.0001 per share (the “Company Common Stock”) in connection with the previously announced transaction with PureTech Health LLC.

You are cordially invited to attend a virtual special meeting of stockholders of Gelesis (the “Special Meeting”), to be held on [●], 2023 at [●], Eastern time. The Special Meeting will be a completely virtual meeting of stockholders of Gelesis, including the Unaffiliated Stockholders (as defined herein) (the “Gelesis Stockholders”), which will be conducted via live audio-cast. You will be able to attend and vote during the meeting at [●]. Only holders of record of the Company Common Stock at the close of business on [●], 2023, will be entitled to vote at the Special Meeting or any adjournment or postponement of the Special Meeting. For purposes of attendance at the Special Meeting, all references in this proxy statement to “present in person” or “in person” shall mean virtually present at the Special Meeting.

At the Special Meeting, you will be asked to consider and vote upon (i) a proposal to approve and adopt the Agreement and Plan of Merger, dated June 12, 2023 (which, as may be amended or modified from time to time, we refer to as the “Merger Agreement”), by and among PureTech Health LLC, a Delaware limited liability company (“Parent”), Caviar Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), which is a wholly owned subsidiary of Parent, and Gelesis, pursuant to which Gelesis will be merged with and into Merger Sub, with Merger Sub continuing as the surviving company in the merger and a wholly owned subsidiary of Parent (the “Merger”), and (ii) a proposal to adjourn or postpone the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Merger Agreement.

If the Merger is completed, each outstanding share of Company Common Stock (other than (i) shares held in the treasury of the Company, (ii) shares owned by Parent or any of its direct or indirect subsidiaries (including Merger Sub) immediately before the effective time of the Merger, (iii) shares of restricted Company Common Stock issued pursuant to the Business Combination Agreement, dated as of July 19, 2021, by and among Gelesis, Inc., a Delaware corporation (“Legacy Gelesis”), Capstar Special Purpose Acquisition Corp. and CPSR Gelesis Merger Sub, Inc. (as amended, restated, supplemented or otherwise modified, the “BCA” or the “Business Combination Agreement”) and subject to all of the terms and conditions of the BCA in respect of the “Earn Out Shares” (“Earn Out Shares”) and (iv) shares held by Gelesis Stockholders who perfect their statutory rights of appraisal under Section 262 of the Delaware General Corporation Law, but including shares deemed to be issued in connection with the deemed exercise of certain warrants to purchase Company Common Stock) will be converted automatically into and will thereafter represent only the right to receive $0.05664 in cash (the “Merger Consideration”), without interest and subject to applicable withholding taxes. The Merger

Consideration represents a premium of approximately 277.6% over the closing price of Company Common Stock on June 12, 2023, the last trading day prior to the public announcement of the execution of the Merger Agreement.

The proposed transaction constitutes a “going-private transaction” under the rules of the Securities and Exchange Commission (the “SEC”).

The board of directors of Gelesis (the “Board”) reviewed and considered the terms and conditions of the Merger Agreement and, acting upon the unanimous recommendation of the special committee of the Board (the “Special Committee”), has unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement (the “Merger Transactions”) are advisable, fair to and in the best interests of the Company and the Gelesis Stockholders, (ii) approved, adopted and declared advisable the Merger Agreement, the voting and support agreement entered into by Parent and the Company and the Merger Transactions, (iii) directed that the Merger Agreement be submitted to the Gelesis Stockholders for adoption and (iv) resolved to recommend that the Gelesis Stockholders to vote “FOR” the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger. The Board also unanimously recommends that the stockholders vote “FOR” the adjournment or postponement of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Special Meeting to approve and adopt the Merger Agreement.

Parent and Merger Sub are subsidiaries of PureTech Health plc (“PureTech”), a clinical-stage biotherapeutics company traded on the London Stock Exchange and Nasdaq, which indirectly beneficially owns through Parent 16,727,582 shares of Company Common Stock, not including additional options to purchase 155,520 shares of Company Common Stock, PureTech Warrants (as defined below) to purchase 259,129,542 shares of Company Common Stock in the aggregate, Legacy Warrants (as defined below) to purchase 216,208 shares of Company Common Stock and 381,329,108 shares of Company Common Stock issuable upon conversion of Notes (as defined below) issued to Parent pursuant to the NPA (as defined below) (assuming accrued and unpaid interest through June 30, 2023). Parent, Gelesis’ largest stockholder, has committed to, among other things, vote all of the shares of Company Common Stock that it beneficially owns in favor of approving and adopting the Merger Agreement and the Merger Transactions.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Board in connection with its evaluation of the Merger Agreement and the Merger. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety.

Whether or not you plan to attend the Special Meeting virtually, please complete, sign, date and return, as promptly as possible, the enclosed proxy card or voting instruction form in the accompanying prepaid envelope or grant your proxy electronically over the Internet or by telephone. If you hold your shares of Company Common Stock in street name, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee. Your broker, bank or other nominee cannot vote on any of the proposals at the virtual Special Meeting, including the proposal to approve and adopt the Merger Agreement, without your instructions.

Your vote is very important. The Merger cannot be completed unless the proposal to approve and adopt the Merger Agreement is approved by the affirmative vote of (i) holders of a majority of the issued and outstanding shares of Company Common Stock not owned, directly or indirectly, by Parent or any of its subsidiaries (including Merger Sub) or its affiliates and (ii) holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon (“Company Stockholder Approval”). Therefore, if you (x) do not submit a valid proxy card, voting instruction form or virtually attend the Special Meeting to vote your shares of Company Common Stock by virtual ballot, (y) abstain from voting or (z) hold your shares of Company Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares on the proposal to approve and adopt the Merger Agreement, it will have the same effect as a vote “AGAINST” the proposal to approve and adopt the Merger Agreement. Therefore, please submit your proxy card or voting instruction form as soon as possible to ensure your shares are represented and voted at the Special Meeting.

The accompanying proxy statement is dated [●], 2023 and, together with the enclosed form of proxy card, is first being mailed to the Gelesis Stockholders on or about [●], 2023.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway

New York, New York 10018

Stockholders Call Toll-Free: (800) 322-2885

Banks and Brokers Call Collect: (212) 929-5500

On behalf of the Board, thank you for your continued support.

Sincerely,

Yishai Zohar

Chief Executive Officer

The accompanying proxy statement is dated [●], 2023, and is first being mailed to Gelesis Stockholders of record on or about [●], 2023.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR FAIRNESS OF THE MERGER AGREEMENT OR THE MERGER TRANSACTIONS, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

PRELIMINARY PROXY STATEMENT—SUBJECT TO COMPLETION

DATED SEPTEMBER 7, 2023

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on [●], 2023

To Gelesis Stockholders:

Notice is hereby given that a virtual special meeting of stockholders of Gelesis Holdings, Inc., a Delaware corporation (“Gelesis”, “the Company”, “we” or “us” and which special meeting of the stockholders is referred to as the “Special Meeting”), will be held on [●], 2023 at [●], Eastern time and conducted via live audio-cast at [●], for the following purposes:

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement, and a summary of these provisions can be found under “The Merger Agreement” beginning on page 85 in the attached proxy statement. We encourage you to read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety.

Only stockholders of record as of the close of business on [●], 2023 (the “Record Date”) are entitled to receive notice of, and to vote at, the Special Meeting and any adjournments or postponements thereof. You will be entitled to one vote for each share of common stock of Gelesis, par value $0.0001 per share (“Company Common Stock”) that you held on the Record Date.

YOUR VOTE IS VERY IMPORTANT REGARDLESS OF THE NUMBER OF SHARES THAT YOU OWN. The merger cannot be completed unless the merger proposal is approved by the affirmative vote of (i) holders of a majority of the issued and outstanding shares of Company Common Stock not owned, directly or indirectly, by Parent or any of its subsidiaries (including Merger Sub) or its affiliates and (ii) holders of a majority of the issued and outstanding shares of Company Common Stock entitled to vote thereon (“Company Stockholder Approval”). Whether or not you plan to attend the Special Meeting virtually, please complete, sign, date and return, as promptly as possible, the enclosed proxy card or voting instruction form in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you hold your shares in street name, you should instruct your broker, bank or other nominee how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee. Your broker, bank or other nominee cannot vote on any of the proposals at the Special Meeting, including the Merger Proposal, without your instructions.

The board of directors of Gelesis (the “Board”) has unanimously (i) determined that the Merger and the other transactions contemplated by the Merger Agreement (the “Merger Transactions”) are advisable, fair to and in the best interests of the Company and Gelesis Stockholders, (ii) approved, adopted and declared advisable the Merger Agreement, the voting and support agreement entered into by Parent and the Company and the Merger Transactions, (iii) directed that the Merger Agreement be submitted to the Gelesis Stockholders for adoption and (iv) resolved to recommend that the Gelesis Stockholders to vote “FOR” the Merger Proposal. The Board also unanimously recommends that the stockholders vote “FOR” the Adjournment Proposal.

No person has been authorized to give any information or to make any representations other than those set forth in the proxy statement in connection with the solicitation of proxies made hereby, and, if given or made, such information must not be relied upon as having been authorized by Gelesis or any other person.

IN ADDITION TO DELIVERING THE PROXY MATERIALS FOR THE SPECIAL MEETING TO BE HELD ON [●], 2023 TO STOCKHOLDERS BY MAIL, THE PROXY STATEMENT FOR THE SPECIAL MEETING IS ALSO AVAILABLE AT [●].

By Order of the Board of Directors,

Yishai Zohar

Chief Executive Officer

Boston, Massachusetts Dated: [●], 2023

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER

The following questions and answers are intended to address briefly some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that may be important to you as a Gelesis Stockholder. Please refer to the “Summary Term Sheet” beginning on page 1 and the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement and the documents referred to in this proxy statement, which you should read carefully and in their entirety. You may obtain additional information without charge by following the instructions under “Where You Can Find More Information” beginning on page 188 or “Other Important Information Regarding the Company” beginning on page 127.

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For a discussion of the factors that the Board considered in determining to approve the execution and delivery of the Merger Agreement by Gelesis and to recommend to Gelesis Stockholders the adoption of the Merger Agreement, please see the section of this proxy statement entitled “Special Factors—Reasons for the Merger” beginning on page 46. In considering the recommendation of the Board that you vote to approve and adopt the Merger Agreement, you should be aware that Gelesis’ directors and executive officers may have interests in the Merger that may be different from, or in addition to, those of Gelesis Stockholders generally. For a discussion of these interests, please see the section of this proxy statement entitled “Special Factors—Interests of Gelesis’ Directors and Officers in the Merger” beginning on page 74.

The Supporting Stockholder’s vote in compliance with the terms of the Voting Agreement will have no effect on the outcome of the vote of the holders of the Unaffiliated Voting Shares.

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You will be able to participate in the Special Meeting and vote online by visiting www.proxydocs.com/GLS.

To register for the Special Meeting, please follow these instructions as applicable to the nature of your ownership of Company Common Stock.

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All holders of shares of Company Common Stock as of the close of business on the Record Date, including stockholders of record and stockholders who hold shares of Company Common Stock in street name, may attend the Special Meeting virtually and vote their shares by virtual ballot by entering the control number on their proxy card at the Special Meeting. Please note that if you hold your shares in street name, you may not vote your shares virtually at the Special Meeting unless you obtain a “legal proxy” from the broker, bank or other nominee that holds your shares, giving you the right to vote the shares at the Special Meeting.

Voting by Proxy

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If you hold your shares in street name, please comply with the deadlines for submitting voting instructions provided by the broker, bank or other nominee that holds your shares.

If you properly sign your proxy card but do not mark the boxes indicating how your shares of Company Common Stock should be voted on any particular matter, the shares of Company Common Stock represented by your properly signed proxy will be voted as recommended by the Board, which means your shares of Company Common Stock will be voted “FOR” the Merger Proposal and “FOR” the Adjournment Proposal.

In addition, although the Company does not expect any other item of business to come before the Special Meeting, if any other matters properly come before the Special Meeting, the proxyholders will be authorized to vote in their discretion on such other matters.

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Written notices of revocation should be addressed to:

Gelesis Holdings, Inc.

Attn: Wenlie Zhou, Vice President of Finance

501 Boylston Street, Suite 6102

Boston, Massachusetts 02116

Telephone: (617) 456-4718

Any change to your proxy that is provided by telephone or the Internet must be submitted by 11:59 p.m. Eastern Time on [●], 2023, the day before the Special Meeting.

If your shares are held in “street name,” you must contact your broker, bank or other nominee to find out how to change or revoke your voting instructions.

In accordance with applicable stock exchange rules, if you hold your shares through a brokerage account and you fail to provide voting instructions to your broker, your broker may generally vote your uninstructed shares of Company Common Stock in its discretion on routine matters at a stockholder meeting. However, a broker cannot vote shares of Company Common Stock held in street name on non-routine matters unless the broker receives voting instructions from the stockholder. Generally, if a broker exercises this discretion on any routine matter at a stockholder meeting, a stockholder’s shares will be voted on the routine matter in the manner directed by the broker, but will constitute a “broker non-vote” on all of the non-routine matters to be presented at the stockholder meeting. All of the proposals to be voted on at the Special Meeting are non-routine matters. Accordingly, if you hold your shares in street name through a brokerage account, your broker will not be able to exercise its discretion to vote uninstructed shares on any of the proposals presented at the Special Meeting.

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For the Adjournment Proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions with respect to the Adjournment Proposal will have no effect on the outcome of the Adjournment Proposal. In addition, if you do not submit a valid proxy or virtually attend the Special Meeting to vote your shares of Company Common Stock by virtual ballot or if you hold your shares of Company Common Stock in street name and fail to instruct your broker, bank or other nominee how to vote your shares on the Adjournment Proposal, your shares will not be voted at the Special Meeting on such matter, as applicable, and will have no effect on the outcome of the Adjournment Proposal.

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Each outstanding unexercised Company Option, whether vested or unvested, automatically and without any action on the part of the holder thereof, will be canceled at the Effective Time without payment of any consideration.

At the Effective Time, each outstanding One S.r.l. Warrant will, in accordance with the terms of the One S.r.l. Warrant Agreement, automatically and without any required action on the part of the holder thereof, cease to represent a warrant exercisable for shares of Company Common Stock and be exchanged for, with respect to each share of Company Common Stock underlying such One S.r.l. Warrant, an amount of consideration equal to $0.01.

At the Effective Time, each PureTech Warrant will be canceled automatically and will cease to exist, and no consideration will be paid in exchange therefor.

At the Effective Time, each outstanding Gelesis Warrant will automatically and without any required action on the part of the holder thereof, cease to represent a Gelesis Warrant exercisable for one (1) share of Company Common Stock and become a warrant exercisable for the Merger Consideration. If a registered holder thereof properly exercises the Gelesis Warrant within thirty (30) days following the public disclosure of the consummation of the Merger, the Warrant Price (as defined in the Gelesis Warrant Agreement) will be reduced by an amount (in dollars) (but in no event less than zero) equal to the difference of (i) the Warrant Price (as defined in the Gelesis Warrant Agreement) in effect prior to such reduction minus (ii) (A) the Merger Consideration minus (B) the Black-Scholes Warrant Value (as defined in the Gelesis Warrant Agreement). The result of such reduction in the Warrant Price is that the holder thereof shall have the opportunity to receive the Black-Scholes Warrant Value with respect to such Gelesis Warrant, which would have been equal to less than $0.01 per Public Warrant as of the close of trading on June 12, 2023. In order to receive such Black-Scholes Warrant Value, the holder of such Gelesis Warrant shall be required to validly exercise such Gelesis Warrant, including the payment of Warrant Price in cash or, to the extent permitted or the Company elects to so require under the Warrant Agreement, the exercise of such Gelesis Warrant on a cashless basis in accordance with the terms of the Gelesis Warrant Agreement.

At the Effective Time, each Legacy Warrant, other than Legacy Warrants owned by Parent, will be deemed to have been exercised immediately prior to the consummation of the Merger and will entitle the holder thereof to receive an amount equal to the number of Legacy Warrants held by such holder multiplied by the difference between (i) the Merger Consideration and (ii) the $0.02 exercise price per share. After such deemed exercise, each such Legacy Warrant shall have no further force or effect.

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Upon delivery of a duly executed letter of transmittal and any other documents reasonably required by the Paying Agent, the holder of that Book-Entry Share will be deemed to have surrendered his, her or its Book-Entry Share and entitled to receive, and the Paying Agent shall promptly pay in exchange therefor, the Merger Consideration (without interest and subject to applicable withholding taxes) payable and issuable in respect of the number of shares formerly evidenced by such Book-Entry Share. Any Book-Entry Shares so surrendered shall be canceled immediately. No interest shall accrue or be paid on any amount payable upon surrender of Book-Entry Shares.

If your shares of Company Common Stock are held in “street name” through a broker, bank or other nominee, you should contact your broker, bank or other nominee for instructions as to how to effect the surrender of your “street name” shares of Company Common Stock in exchange for the Merger Consideration. See the section of this proxy statement entitled “The Merger Agreement—Surrender and Payment Procedures” beginning on page 88.

If the Merger Agreement is terminated in certain circumstances, Gelesis may be required to pay Parent a termination fee, as described in the section of this proxy statement entitled “The Merger Agreement—Termination Fee” beginning on page 106. In the event the Merger Agreement is terminated in certain circumstances, including, (i) a termination by Parent as a result of an Adverse Recommendation Change (as defined in the section of this proxy statement entitled “The Merger Agreement—Special Meeting” beginning on page 99), (ii) a termination by the Company in order to enter into a definitive agreement with respect to a Superior Proposal (as defined in the section of this proxy statement entitled “The Merger Agreement—The Go-Shop Period—Solicitation of Other Offers” on page 96), or (iii) a termination by either party upon the disclosure of a bona fide Takeover Proposal and the Company’s entering into a definitive agreement with respect to a Takeover Proposal within 12 months following such termination, then Gelesis shall be required to pay Parent $350,000 and reimburse Parent for reasonable out-of-pocket and documented expenses in connection with the Merger Agreement and the transactions contemplated therein up to $1,000,000 in the

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aggregate. For further discussion of the rights of the Company or Parent to terminate the Merger Agreement and the circumstances in which such fees and expenses in connection with the termination will be payable, see the section of this proxy statement entitled “The Merger Agreement—Termination” beginning on page 105.

For more information, see the section of this proxy statement entitled “Special Factors—Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 80. U.S. Holders should consult their tax advisor concerning the U.S. federal income tax consequences to them of the Merger, as well as any applicable U.S. federal non-income tax laws and any applicable state, local and foreign income and other tax laws, in light of their particular circumstances.

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Once you have received notice from your broker, bank or other agent that it will be householding communications to your address, householding will continue until you are notified otherwise or until you revoke your consent. If you did not respond that you did not want to participate in householding within 60 days of such notice, you were deemed to have consented to the process.

If you received a household mailing and you would like to have additional copies of this proxy statement mailed to you or you would like to opt out of this practice for future mailings, we will promptly deliver such additional copies to you if you submit your request to the Company’s Corporate Secretary in writing at

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501 Boylston Street, Suite 6102, Boston, Massachusetts 02116, or call us at (617) 456-4718. You may also contact us in the same manner if you received multiple copies of this proxy statement and would prefer to receive a single copy of future mailings.

MacKenzie Partners, Inc.

1407 Broadway

New York, New York 10018

Stockholders Call Toll-Free: (800) 322-2885

Banks and Brokers Call Collect: (212) 929-5500

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SPECIAL FACTORS

This discussion of the Merger is qualified by reference to the Merger Agreement, which is attached to this proxy statement as Annex A. You should read the entire Merger Agreement carefully because it is the legal document that governs the Merger.

We are asking our stockholders to vote on the adoption of the Merger Agreement. If the Merger is completed, the holders of Company Common Stock will have the right to receive the Merger Consideration.

Background of the Merger

The following is a summary of the events leading up to the decision by Gelesis to explore strategic alternatives, the process undertaken by Gelesis to identify and evaluate prospective counterparties, and the negotiation of, and entry into, the Merger Agreement with Parent. The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. The following chronology does not purport to catalogue every conversation among the respective parties, their boards of directors (and board committees) and management, their respective representatives or other parties.

Since its inception, the Board and management team regularly review the long-term strategies and strategic opportunities available to it to enhance stockholder value, including partnering and collaboration opportunities to support the development and commercialization of its products. In this regard, and under the direction of the Board, Gelesis has devoted substantial resources to developing proprietary superabsorbent hydrogel manufacturing know-how and technologies, its preclinical and clinical development programs, its commercial activities, regulatory compliance and approval of its products, recruiting management and technical staff and raising capital.

On January 13, 2022, CPSR completed a business combination in which Legacy Gelesis and its subsidiaries were acquired by CPSR (the “Business Combination”). The Business Combination was completed in a multi-step process pursuant to which Legacy Gelesis ultimately merged with and into a wholly-owned subsidiary of CPSR, with the CPSR subsidiary continuing as the surviving company following the merger. In connection with the closing of the Business Combination with Legacy Gelesis, the Company changed its name from “Capstar Special Purpose Acquisition Corp.” to “Gelesis Holdings, Inc.” In the Business Combination, Parent received (i) 13,408,937 shares of Company Common Stock in exchange for its Legacy Gelesis common stock and preferred stock, (ii) 155,520 Company options in exchange for its Legacy Gelesis stock options and (iii) 216,208 warrants to purchase shares of Company Common Stock in exchange for its Legacy Gelesis warrants. Also, pursuant to the terms of the Business Combination agreement, former holders of Legacy Gelesis common shares, preferred shares, stock options and warrants received the right to acquire their pro rata portion of an aggregate of 23,483,250 the Earn Out Shares, which will vest in the event the price per share of the Company Common Stock exceeds certain thresholds for any 20 trading days within any 30-trading day period on or prior to January 13, 2027 or upon certain change of control transactions. Parent received 4,526,622 Earn Out Shares. In addition, pursuant to a backstop agreement entered into on December 30, 2021, Parent purchased 496,145 shares of Company Common Stock for an aggregate purchase price of $5.0 million. In addition, subject to the terms and conditions of the Backstop Agreement, Gelesis issued to Parent an additional 1,322,500 shares of Company Common Stock.

On January 13, 2022, concurrent with the Business Combination, certain investors, including Parent, purchased from Gelesis an aggregate of 9,000,000 shares of Company Common Stock (the “PIPE Shares”), for a purchase price of $10.00 per share, pursuant to separate subscription agreements entered into and effective as of July 19, 2021. Parent purchased 1,500,000 PIPE Shares for a purchase price of $15.0 million.

Since inception, Gelesis has incurred substantial operating losses and has financed its operations primarily through proceeds from the issuance of redeemable convertible preferred and common stock, license and

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collaboration agreements, supply and distribution agreements, loans, convertible promissory note financings and governmental grants. Such operating losses and negative cash flows from operations continued through the first three quarters of 2022 and at such time Gelesis expected this would continue in the foreseeable future due to the significant selling and marketing costs associated with commercially launching and acquiring new customers for Plenity and the limited amount of gross profits generated through product sales. As of September 30, 2022, Gelesis had accumulated a deficit of $298.1 million. As a result, Gelesis required substantial additional funding to support its continuing operations, and as of November 2022, expected its existing cash and cash equivalents to be sufficient to fund its operating expenses and capital expenditure requirements only through the second quarter of 2023.

In May 2022, Daphne Zohar, Chief Executive Officer of PureTech, made an introduction to Financial Advisor A to potentially assist Gelesis with exploring sources of funding. In July 2022, Yishai Zohar, a director on the Board and Gelesis’ Chief Executive Officer, Elliot Maltz, Gelesis’ Chief Financial Officer, David Pass, Gelesis’ Chief Operating Officer, Ali Bauerlein and Paul Fonteyne, independent members of the Board, held an additional meeting with Financial Advisor A.

On July 25, 2022, Gelesis issued a short term promissory note in the aggregate principal amount of $15.0 million to Parent for a cash purchase price of $15.0 million as part of a series of promissory notes issued by Gelesis (the “2022 Notes”). On July 27, 2022, the 2022 Notes were amended and restated to redefine the term “Majority Holders” as the holders of at least eighty-five percent (85%) of the outstanding principal amount of all 2022 Notes. Under the terms of the 2022 Notes, the rights and obligations of Gelesis and the holder of such notes may be waived or amended only upon the written consent of Gelesis and such “Majority Holders.” As a result, the consent of all holders of the 2022 Notes is required for any waiver or amendment under the 2022 Notes. Prior to the amendment, “Majority Holders” had previously been defined as the holders of at least a majority of the outstanding principal amount of all 2022 Notes.

In October 2022, Ms. Zohar made an introduction to Gelesis to Torreya Partners LLC (“Torreya”) and Financial Advisor B, and Christopher Viehbacher, the Chairman of the PureTech board of directors at the time, made an introduction to Gelesis to Financial Advisor C to potentially assist Gelesis with exploring sources of funding. Later that month, representatives of Gelesis and PureTech met with a representative from Financial Advisor C for a possible engagement in connection with the exploration of strategic alternatives, including financing options.

Beginning in November 2022, the Board held regular board meetings at which it discussed its liquidity issues and discussed on a preliminary basis ways that Gelesis could address its cash needs. The Board discussed, with input from financial advisors and management, the difficult fundraising environment for biotechnology companies and the potential need to explore strategic alternatives in addition to financing alternatives. In this regard, the Board also discussed the possibility of forming a strategic transactions committee of the Board to facilitate the efficient and responsive oversight and management of potential fundraising opportunities and strategic alternatives and members of the Board were supportive of forming such a committee at the right time. In such event, the Board further agreed that a written consent setting forth the powers and responsibilities of the committee would be circulated for the Board’s approval or that a committee could be formed at a later Board meeting.

Due to Gelesis’ lack of liquidity and urgent need for financing to support its ongoing operations and further development as well as failure to secure sufficient financing to date, Gelesis and the Board considered taking the customary step of establishing an independent committee that would act efficiently to seek to address Gelesis’ forging needs and explore Gelesis’ financing and strategic options, including a potential whole company sale.

On December 27, 2022, through unanimous written consent, the members of the Board established a Transaction Committee (the “Transaction Committee”), consisting of Ali Bauerlein, Paul Fonteyne and Raju Kucherlapati. The purpose of the Transaction Committee was to explore financing options and other strategic

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alternatives. Mr. Kucherlapati serves as an independent director on the PureTech board, and at such time PureTech had not indicated any interest in a potential strategic combination with Gelesis. Gelesis had always operated with the goal of achieving, and intended to achieve, commercial success as a stand-alone entity, and PureTech had not indicated to Gelesis a contrary view. Accordingly, PureTech refrained from being part of the considerations for a strategic combination with Gelesis in December 2022 and only participated when it became clear that there were limited alternatives available to Gelesis. At that point in time, Mr. Kucherlapati subsequently resigned from the Board in a timely manner as of April 20, 2023 (as disclosed on Gelesis’ Current Report on Form 8-K, filed with the SEC on April 20, 2023).

On January 5, 2023, the Transaction Committee held a meeting with representatives of Goodwin Procter LLP, the Company’s outside legal counsel (“Goodwin”) in attendance to discuss the Company’s liquidity status and cash runway, insolvency planning, financing and strategic direction, opportunities and imperatives and establishment of a trust fund cash reserve (“Trust Fund Cash Reserve”) to ensure Gelesis could satisfy critical financial obligations in the event of a liquidation, insolvency or winddown, including with respect to employee wages, taxes and certain insurance premiums.

On January 12, 2023, the Transaction Committee held a meeting with representatives of Goodwin in attendance to continue its prior discussion with an enhanced focus on liquidity status, insolvency planning and potential financing sources. The Transaction Committee also discussed potential engagement of a financial advisor to advise on the Board’s review of financing options and other strategic alternatives.

On January 17, 2023, Gelesis made a 510(k) submission to the U.S. Food and Drug Administration to switch Plenity from a prescription product to an over-the-counter product in the U.S. and reported that it anticipated the FDA’s decision by the third quarter of 2023.

On each of January 26, 2023 and January 29, 2023, the Transaction Committee held a meeting with representatives of Goodwin in attendance to further evaluate liquidity options, insolvency planning and strategic alternatives.

On January 27, 2023, Gelesis provided PureTech two term sheets, one for an investment of $5.0 million in convertible senior secured notes with an option to invest an additional $5.0 million upon satisfactory completion of certain milestones and the second for the conversion of PureTech’s 2022 Notes into Series A Preferred Stock of Gelesis.

Throughout January 2023, the Transaction Committee met with potential financing sources to discuss the future growth prospects and overall strategic direction of Gelesis and the potential ways to provide financing to Gelesis to promote further growth and future profitability, but did not receive any firm commitments to provide Gelesis with additional financing in the near term. During this time and continuing until April 2, representatives of Gelesis and independent representatives of PureTech had an ongoing dialogue related to potential financing matters and the terms of potential financing based on the terms included in the two term sheets provided on January 27, 2023. These discussions did not include any discussions of a potential acquisition of Gelesis. From time to time, representatives of PureTech, including Ms. Zohar, reached out to and engaged with potential partners to try to generate alternative sources of financing for Gelesis, including engaging with Gelesis’ other investors about a potential co-investment or other transaction.

On January 31, 2023, the Board held a meeting with representatives of Goodwin and Gelesis management in attendance. Mr. Zohar provided an update on Gelesis’ business and fundraising process, including the status of discussions with potential investors, including PureTech. Additionally, Mr. Zohar discussed the possibility of licensing Plenity or any other assets of Gelesis as part of Gelesis’ efforts to improve its cash position. Mr. Malz provided the Board an update on Gelesis’ financial and liquidity status, its treasury status and cash and projected balances required to maintain the Trust Fund Cash Reserve.

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From time to time, Mr. Zohar discussed with his spouse, Ms. Zohar, various matters relating to Gelesis, including its business and financing needs. In early 2023, Mr. Zohar and Ms. Zohar discussed Gelesis’ near term liquidity concerns and need to refinance without disclosing any confidential information. These conversations did not include any discussions about a potential acquisition of Gelesis. Throughout the period described below, Ms. Zohar advised Gelesis to seek alternate sources of financing and to take steps to lower Gelesis’ spending and decrease its cash burn. Ms. Zohar also asked that Mr. Zohar coordinate plans for Gelesis’ spending and budget with Dr. Chowrira, in order to have a direct line of communication to the PureTech decision makers. Members of the PureTech management team and the Gelesis management team, including Ms. Zohar and Mr. Zohar, had periodic discussions regarding Gelesis, including its business and financing needs. Members of the PureTech management team who were involved in these periodic discussions relayed the potential financing opportunity to members of the PureTech board who were also familiar with Gelesis and its commercial product. Based on feedback from the disinterested members of the Board, PureTech management, led by Dr. Bharatt Chowrira, PureTech’s President and Chief Business, Finance and Operating Officer, was authorized to pursue a financing with Gelesis. As discussed below, PureTech, through Parent, provided financing to Gelesis on February 21, 2023. After it became clear on April 10, 2023 that a potential acquisition by PureTech was under consideration because the only viable alternative identified as of such date was to file for bankruptcy, Gelesis took steps to exclude Mr. Zohar from all discussions and negotiations relating to the potential acquisition of Gelesis by PureTech, including the formation of the Special Committee on April 3, 2023 as discussed below. Ms. Zohar has recused herself from all Gelesis-related financing decisions at PureTech since 2014.

On February 2, 2023, the Board held a meeting with representatives of Goodwin and Gelesis management in attendance. Mr. Zohar updated the Board on Gelesis’ business and fundraising process, including the status of discussions with potential investors, including PureTech. Mr. Maltz provided the Board an update on Gelesis’ strategic outlook, financial and liquidity status, its treasury status, and the cash and projected balances required to maintain a reserve for certain costs associated with a winddown of Gelesis, including the Trust Fund Cash Reserve. Following discussion, the Board recommended that Gelesis management reduce expenditures to the extent possible and asked Gelesis management to provide recommendations for a reduction in workforce.

In the beginning of February 2023, the Transaction Committee met with Torreya, Financial Advisor D, Financial Advisor E and Financial Advisor F for a possible engagement in connection with the exploration of strategic alternatives, including financing options.

On February 5, 2023, the Transaction Committee held a meeting with members of the Board and representatives of Goodwin in attendance to provide an update on the Transaction Committee’s perspective on potential financing, insolvency planning, financial advisor engagement and strategic alternatives.

On February 6, 2023, the Board held a meeting with representatives of Goodwin and Gelesis management in attendance. Mr. Zohar provided an update on Gelesis’ business planning and performance and fundraising process. He also updated the Board on a recent meeting with one of Gelesis’ lenders (which was not PureTech), during which the parties discussed potentially deferring principal repayments due at the end of 2023 and certain subsequent principal payments as well. Mr. Zohar then provided a regulatory update to the Board, including an update on the over-the-counter application to the FDA of Plenity and planned next steps and the time frame thereof. Mr. Maltz provided an update on the liquidity status of Gelesis and current operations. Mr. Pass updated the Board on the plan to terminate specific sales and marketing activities in an effort to preserve liquidity.

On February 10, 2023, the Board held a meeting with representatives of Goodwin and Gelesis management in attendance. Goodwin updated the Board on the terms of the proposed investment by PureTech in $5.0 million in convertible senior secured notes with an option to invest an additional $5.0 million upon satisfactory completion of certain milestones. Mr. Maltz then provided an update on Gelesis’ liquidity status and planned changes in budget and operations in light of the Board’s recommendation to reduce expenditures at the February 2^nd meeting. Mr. Zohar also provided an update on the Transaction Committee’s meetings with potential financial advisors and recommended that the board engage Torreya in connection with the exploration of strategic

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alternatives based on, among other things, Torreya’s qualifications, experience, reputation and its knowledge of and involvement in recent transactions in the life sciences industry. Based on the matters discussed at the meeting and the significant need for additional resources and the absence of any other potential financing transactions emerging from the Transaction Committee’s exploration of potential transactions, the Board approved the investment by PureTech on the terms provided in the term sheet and authorized the engagement of Torreya. The parties agreed on the terms of the revised term sheet for PureTech’s investment in convertible senior secured notes.

On February 13, 2023, Goodwin, on behalf of Gelesis, provided a draft of the note and warrant purchase agreement and security agreement governing the terms of PureTech’s investment in $5.0 million in convertible senior secured notes with an option to invest an additional $5.0 million upon satisfactory completion of certain milestones.

On February 15, 2023, Gelesis entered into a mutual nondisclosure agreement with Party A in order to provide it with information to consider a possible commercial partnership with Gelesis. This agreement did not contain a non-solicit or standstill provision.

On February 21, 2023, Gelesis and certain of its subsidiaries and Parent entered into the NPA, dated as of February 21, 2023, pursuant to which, for a cash purchase price of $5.0 million, Gelesis issued a short term senior secured convertible note in the aggregate principal amount of $5.0 million and warrants to purchase 23,688,047 shares of Company Common Stock to Parent.

On February 23, 2023, Gelesis and Torreya entered into an engagement letter pursuant to which Torreya would act as Gelesis’ financial advisor with respect to a possible strategic or investment transaction with a third party.

On March 10, 2023, the Board held a meeting with representatives of Goodwin and Gelesis management in attendance. Mr. Maltz provided an update on the status of Gelesis’ cash in the U.S. currently held at Silicon Valley Bank (“SVB”), noting SVB’s significant liquidity issues and the potential risks to deposits held at SVB.

On March 11, 2023, the Board held a meeting with representatives of Goodwin and Gelesis management in attendance. Mr. Maltz provided an update on the status of Gelesis’ deposits currently held at SVB. The Board discussed Gelesis’ ability to access the Trust Fund Cash Reserve and its ability to settle balances with creditors in light of the situation with SVB. The Board also discussed potential bankruptcy proceedings, the costs associated with such proceedings and timing of such activities. The Board was unanimously aligned in monitoring the situations with SVB and holding additional meetings as needed as well as continuing to explore the advisability of a liquidation process or bankruptcy filing.

On March 12, 2023, the U.S. government announced that all deposits with SVB would be protected, thus eliminating the immediate potential liquidity crunch for Gelesis.

Between March 13, 2023 and April 18, 2023, Torreya reached out to ten sponsor parties and 79 strategic parties about a possible transaction with Gelesis, either in the form of a whole company acquisition or a licensing or partnership arrangement. Of those parties that responded, 11 strategic parties and two sponsor parties were interested in additional discussions with Torreya. From time to time, representatives of PureTech, including Ms. Zohar, participated in conference calls with Torreya and Goodwin and provided suggestions for potential alternative financing and partnering parties, some of which are included in the list of parties above. Representatives of PureTech, including Ms. Zohar, ceased all discussions and participation in conference calls with Torreya and Gelesis after PureTech submitted the April 2 Proposal (as defined below).

On March 14, 2023, Gelesis and Party B entered into a confidential disclosure agreement in order to provide Party B with information to consider a possible investment in Gelesis. Such agreement did not contain a non-solicit or standstill provisions.

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Between March 17, 2023 and June 1, 2023, Gelesis and Torreya provided three sponsor parties and three strategic parties with data room access and diligence materials, responded to diligence questions submitted by potential counterparties who executed confidentiality agreements with Gelesis and held telephonic meetings to discuss potential transactions. The confidentiality agreements did not contain a non-solicit or standstill provisions.

On March 18, 2023, Gelesis was contacted by a representative of the NYSE regarding the abnormally low trading price of Company Common Stock. Gelesis was informed that the NYSE would move forward with an immediate suspension and commencement of delisting procedures if such abnormally low trading price continued.

On March 21, 2023, the Board held a meeting with representatives of Goodwin and Gelesis management in attendance. The Board discussed Gelesis’ listing status on the NYSE in light of Gelesis not meeting certain listing requirements, the potential ramifications of being delisted and the impact this may have on any fundraising activities of Gelesis. Mr. Zohar provided an update on Gelesis’ business and fundraising process, including the status of discussions with potential investors. Mr. Zohar also provided an update on an additional investment of up to $5 million in Gelesis by PureTech pursuant to the Note Purchase Agreement, dated February 21, 2023, by and among Gelesis, PureTech and the parties named therein. Mr. Maltz provided the Board with an update on Gelesis’ financial and liquidity status, its treasury status, and the cash and projected balances required to maintain the Trust Fund Cash Reserve.

On March 24, 2023, representatives of Party C met with representatives of Torreya to discuss a possible licensing transaction with Gelesis. Party C indicated that it was mainly interested in the GS200 and Gelesis’ underlying hydrogel technology capability and requested additional information, however Party C noted it would continue to evaluate Plenity as a possible option for a licensing transaction.

On March 27, 2023, Gelesis was informed by a representative of the NYSE that the $15 million market capitalization standard could be triggered on April 7, 2023. If this happened, the NYSE would immediately suspend trading of the Company Common Stock and commence delisting procedures.

On April 2, 2023, Mr. Paul Fonteyne received an unsolicited non-binding indication of interest (the “April 2 Proposal”) from Dr. Chowrira. The April 2 Proposal provided for an acquisition of all the outstanding capital stock of Gelesis by PureTech at a price of $0.21 per share, payable in shares of PureTech’s ordinary shares, par value £0.01 per share (“PureTech ordinary shares”). The terms of any potential agreement between Gelesis and PureTech would be contingent on certain conditions, including approval of the majority of the holders of the Unaffiliated Voting Shares, approval by each party’s board of directors and negotiation of definitive transaction documents. The April 2 Proposal also contained a non-binding offer to provide $5 million of senior secured financing to fund day-to-day operations of Gelesis, the terms of which were to be negotiated and determined, based upon an agreed budget and carefully managed funding process. The proposed $0.21 per share purchase price was based on a 30% premium as of the most recent closing price and that was determined to be appropriate by PureTech’s management, excluding Ms. Zohar, in consultation with the PureTech board. Following receipt of the April 2 Proposal, Torreya shifted its outreach focus to determine whether there were any third parties interested in a whole company sale transaction.

On April 3, 2023, the Board held a meeting with representatives of Torreya and Goodwin in attendance to discuss the April 2 Proposal and the terms of such proposal as described above. Goodwin provided an overview of the Board’s fiduciary duties in evaluating strategic alternatives. Such overview led to a discussion on the potential need to form a special committee of independent directors to consider, review, evaluate and approve or reject any proposal(s) made for a potential transaction involving an acquisition of Gelesis by PureTech, as well as any alternatives to any such potential transaction, including, without limitation, Gelesis continuing to operate as an independent, publicly traded company. The members of the Board noted that Mr. Kucherlapati, a member of the Transaction Committee, was also a member of the board of directors of PureTech and should therefore not

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serve on the committee. Goodwin also reminded the Board that Mr. Zohar’s spouse was currently the Chief Executive Officer of PureTech and explained that Mr. Zohar should not be involved in the negotiation of the potential transaction with PureTech. Following discussion, the Board agreed to form a special committee of the board, which members would consist of the Board’s disinterested directors, Mr. Fonteyne, who would serve as Chairman of the committee, Ms. Bauerlein and Jane Wildman. The Board also abolished the Transaction Committee. From this point until his resignation from the Board on April 20, 2023, Mr. Kucherlapati did not participate in any discussions, negotiations or decisions relating to the potential acquisition of Gelesis by PureTech.

On April 4, 2023, the Special Committee held a meeting with representatives of Torreya and Goodwin in attendance. The Special Committee first discussed Torreya’s engagement and requested that Torreya disclose any potential conflicts with respect to PureTech. A representative of Torreya disclosed that a principal at Torreya participated in a publicly broadcast weekly podcast with PureTech’s CEO, Ms. Zohar, but confirmed that there was no financial arrangement with respect to such participation or any other financial arrangements or business relationships with PureTech. No discussions took place during these public weekly podcasts about the potential transaction. Torreya also confirmed there were no other actual or potential conflicts of interest in relation to PureTech and its affiliates and that Torreya had not received fees from, or been engaged by, PureTech and its affiliates, including Gelesis, in any other matter. Goodwin then discussed the role that standalone management projections would play in a preliminary valuation analysis to be performed by Torreya, in connection with the Board’s evaluation of a potential strategic transaction. The Special Committee then approved the use of the Management Projections, previously reviewed by the Board in November 2022, for their use in Torreya’s analysis given the projections were prepared and reviewed recently and used the same assumptions that remained relevant as of this date. At a later date, a technical error was identified in the Management Projections (as defined in the section of this proxy statement entitled “Special Factors—Opinion of Lincoln International LLC”). Such error had no impact on any of the numbers other than Adjusted EBITDA, which was then shared with the Special Committee and the Board in connection with the Special Committee’s subsequent review of Lincoln’s opinion. Goodwin then summarized the April 2 Proposal and led a discussion on the material terms of such proposal. In addition, the directors discussed certain criteria in connection with the potential transaction with PureTech: (1) whether the potential transaction was likely to provide greater value to Gelesis Stockholders than Gelesis’ standalone plan (including the risk that such stockholders could receive nothing in a potential liquidation or bankruptcy); (2) whether the potential transaction was likely to provide greater value to Gelesis Stockholders than other available alternatives; (3) the potential speed of PureTech to complete a transaction given its knowledge of Gelesis, its pipeline and commercial products, particularly in light of Gelesis’ limited cash runway; and (4) the potential for PureTech to provide additional bridge financing to permit Gelesis to undertake a strategic combination. With respect to the first two of the foregoing criteria discussed by the directors, and noting that additional valuation work needed to be completed, the Board discussed, with input from its advisors, the absence of any meaningful alternative to emerge at any time, as current negotiations with other parties have not led to a written proposal and there had been no indication from such parties that a written proposal was forthcoming, and the inability to identify any other party willing to provide Gelesis with financing given the timeline and extent of debt obligations. Managements and Gelesis’ advisors also provided their views on the potential risks of remaining a standalone public company in the macroeconomic climate and in light of its low trading price. The Board also discussed the potential lack of competitive tension it may be able to create without additional cash, and discussed the possibility of requiring a go-shop. Further, based on the prior exploration of alternatives, the Board reached the consensus that it was unlikely that any other bidder would emerge at this time that would also be capable of providing immediate financing as PureTech had stated in its offer, which was necessary to continue Gelesis’ operations. Even if a bidder did emerge, it would likely be behind PureTech in diligence and not be able to move as rapidly as necessary in light of Gelesis’ liquidity situation. For these reasons, the Special Committee instructed Goodwin to prepare a counterproposal reflecting, among other things: (1) a price of $0.30 per share, payable in cash; (2) inclusion of a customary go-shop provision; (3) bridge financing of at least $1 million to be funded by April 10, 2023 to continue negotiations of a potential transaction with PureTech and an additional amount to be funded concurrently with the signing and announcement of a definitive agreement; and (4) an agreement for Gelesis to use commercially reasonable efforts to obtain a

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substantial reduction or deferral of outstanding indebtedness prior to closing as determined in Gelesis’ sole discretion, which reduction or deferral would not be a condition to closing.

On April 5, 2023, the Special Committee held a meeting with representatives of Torreya and Goodwin. Goodwin reviewed with the Special Committee the draft counterproposal to the April 2 Proposal prepared at the direction of the Special Committee. The Special Committee requested that Mr. Fonteyne deliver the counterproposal to PureTech and emphasize that it was critical that Gelesis retain control over all efforts to defer or decrease outstanding payables and that any deferral or decrease in outstanding payables would not be a condition to closing. Goodwin also discussed the terms of the draft non-disclosure agreement to be entered into between the parties and following discussion, the Special Committee authorized Goodwin to negotiate and finalize the non-disclosure agreement with Latham & Watkins LLP (“Latham”), PureTech’s outside legal counsel.

Following the meeting, Mr. Fonteyne delivered the counterproposal described above to PureTech (the “April 5 Response”).

On April 6, 2023, the Special Committee held a meeting with representatives of Goodwin and Mr. Maltz in attendance. Mr. Fonteyne informed the other members of the Special Committee that the April 5 Response was submitted to PureTech. Following discussion, the Special Committee instructed Mr. Maltz to prepare an outline of upcoming expenses to better assess Gelesis’ cash runway in light of a potential transaction with PureTech and to better evaluate how long Gelesis could engage in a strategic alternatives process without being at material risk of needing to commence bankruptcy proceedings in the short term. Mr. Fonteyne then informed the Special Committee that Torreya would not be able to deliver a fairness opinion in connection with the potential transaction with PureTech as under the terms of its current engagement letter, Torreya would not be entitled to receive a fee for any transaction involving Gelesis and an affiliate, such as PureTech. Mr. Fonteyne then led a discussion on engaging a financial advisor, other than Torreya, for the purposes of delivering a fairness opinion. Following discussion, the Special Committee instructed Mr. Maltz to include in the outline of upcoming expenses, among other things, a fairness opinion fee that would become payable prior to entry into a definitive agreement with PureTech, the retainer fee for bankruptcy counsel, and other upcoming expenses. Goodwin then provided an update on the negotiations with PureTech on the non-disclosure agreement.

Following the meeting, at Mr. Fonteyne’s request, Goodwin provided Mr. Fonteyne with contact information for Lincoln, Financial Advisor G, Financial Advisor H, and Financial Advisor I for purposes of obtaining a fairness opinion in connection with the contemplated transaction. Mr. Fonteyne held telephonic meetings with representatives of these financial advisors who agreed to provide fee estimates and timetables for the purposes of providing a fairness opinion in connection with the contemplated transaction.

Later on April 6, 2023, PureTech delivered a counterproposal to the April 5 Response (the “April 6 Proposal”) in which PureTech (1) indicated it would not agree to the increased per share price or form of consideration, (2) indicated that PureTech would provide bridge financing in an amount of at least $1 million, which would be released upon Gelesis’ request for PureTech’s consideration and approval to release the funds and without PureTech committing to any specific amount or timeline for any release of funds, (3) removed the go-shop provision, and (4) reinserted the closing condition for Gelesis’ debt reduction and deferral but did not include any timing expectations of when such reduction or deferral was expected to be achieved.

Also on April 6, 2023, Torreya sent Party D a draft confidential disclosure agreement and arranged a call between representatives of Torreya and Party D for April 17, 2023 to discuss Plenity and its over-the-counter commercial opportunity.

Between April 7, 2023 and April 10, 2023, Lincoln, Financial Advisor G, Financial Advisor H, and Financial Advisor I provided Mr. Fonteyne with proposals which included fee estimates for their services and anticipated timetables.

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On April 7, 2023, the Special Committee held a meeting with representatives of Goodwin and Mr. Maltz in attendance to discuss the April 6 Proposal and the funding Gelesis would need from PureTech in order to move forward with the proposed transaction (the “Bridge Financing Budget”). The Special Committee agreed that it would need PureTech to agree to a higher Bridge Financing Budget and instructed management to prepare a summary of Gelesis’ immediate cash needs for purposes of negotiating such budget with PureTech.

On April 8, 2023, during a phone call between Mr. Fonteyne and Dr. Chowrira, Dr. Chowrira indicated that PureTech would be willing to provide $1.5 million in bridge financing immediately to fund the schedule of accounts payable Gelesis previously provided but would not commit funds outside of such schedule. Such representative also noted that PureTech would not agree to the proposals in the April 5 Response from Gelesis.

Later on April 8, 2023, the Special Committee held a meeting with representatives of Goodwin in attendance. Mr. Fonteyne updated the other members of the Special Committee on his earlier call with Dr. Chowrira. Following discussion, the Special Committee authorized Mr. Fonteyne to convey to PureTech Gelesis’ position on its need for more control over the Bridge Financing Budget in order to move forward with the transaction.

On April 9, 2023, the Special Committee conferred via email and authorized Mr. Fonteyne to deliver an updated counterproposal to PureTech (the “April 9 Response”), including among other things, (1) a purchase price of $0.30 per share, payable in cash, (2) acceptance of PureTech’s proposal regarding a bridge financing comprised of two installments, the first, of at least $1.5 million to be funded upon Gelesis’ request that PureTech consider and approve the release of funds by April 10, 2023, and the second installment of an amount to be decided on by the parties, to be provided on the earlier of April 28, 2023 and signing of a definitive agreement, (3) reverting to Gelesis’ position in its prior response that Gelesis would agree to use commercially reasonable efforts to reduce or defer its indebtedness prior to closing but that any reduction or deferral would not be a closing condition and (4) inclusion of a customary go-shop provision.

Later on April 9, 2023, Mr. Fonteyne delivered the April 9 Response to PureTech.

On April 10, 2023, the Special Committee held a meeting with representatives of Goodwin in attendance. Mr. Fonteyne reviewed the April 9 Response and his discussions with Dr. Chowrira following delivery of the response. The Special Committee discussed that PureTech would like to negotiate the terms of the debt reduction requirement prior to the signing of a definitive agreement between the parties. Mr. Fonteyne also stated that PureTech was willing to delay signing in order to allow Gelesis to conduct a market check prior to signing, however members of the Special Committee noted that Gelesis would not have sufficient cash to continue its operations while running a pre-signing market check. The Special Committee then discussed the financial status of Gelesis, noting that Gelesis had insufficient funds to continue operating and needed to decide whether to accept the additional bridge financing provided by PureTech and continue negotiations with PureTech, or file for bankruptcy. After discussion, the Special Committee agreed to recommend to the Board to file for bankruptcy given the lack of significant progress made in the negotiations with PureTech and Gelesis’ limited cash runway.

Later on April 10, 2023, the Board held a meeting with representatives of Torreya, Goodwin, Mr. Maltz, and a board observer from CMS Ventures, a stockholder and debtholder of the Company, in attendance. Mr. Zohar and Mr. Kucherlapati recused themselves from the meeting. A representative of Torreya provided the Board with a presentation on its market outreach regarding potential partnership or acquisition opportunities. Eleven strategic parties and one sponsor party had introductory calls with Torreya, four of the parties expressed no interest in an acquisition or merger, but did express interest in various partnership opportunities, and seven parties expressed no interest in any transaction. Mr. Maltz provided an update on the potential delisting of Gelesis’ common stock from the NYSE and on the cash balance of Gelesis, which, as of the date of the meeting, would only fund operations through the end of April 2023. The Board then discussed the ongoing negotiations with PureTech and the Special Committee’s recommendation to file for bankruptcy given the Special Committee’s view that it was unlikely the parties would be able to come to an agreement on deal terms and enter into a definitive agreement on

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the required timeline. Goodwin summarized the steps and potential timeline involved if Gelesis would pursue bankruptcy. Following discussion, the Board authorized Gelesis management to formally engage bankruptcy counsel and to prepare documentation for filing for bankruptcy.

From April 10, 2023, Mr. Zohar did not participate in, or exert any influence over, decisions involving potential transactions with PureTech, and Ms. Zohar did not participate in or exert any influence over decisions involving a potential transaction with Gelesis. Mr. Zohar, in his capacity as CEO of Gelesis, and Ms. Zohar, in her capacity of CEO of PureTech, received periodic updates from their respective committee and management teams as to the status of a potential transaction between Gelesis and PureTech during this time. During this time, Mr. Zohar and Ms. Zohar, in their respective capacities as CEOs, engaged in periodic discussions about the state of Gelesis’ business.

Also on April 10, 2023, Gelesis received a letter from the staff of NYSE Regulation notifying Gelesis that it had determined to commence proceedings to delist the Company Common Stock from the NYSE.

On April 11, 2023, the Special Committee and representatives of Goodwin, Latham and PureTech, including Dr. Chowrira and Charles Sherwood III, Senior Corporate Counsel at PureTech, held a telephonic conference to discuss the April 9 Response. Representatives of PureTech informed the Special Committee that PureTech expected the $1.5 million Gelesis would receive in the bridge financing would not reduce the total transaction value agreed to by the parties in order to determine the per share price to be received by the Gelesis shareholders, but that they would want to see the Bridge Financing Budget in order to have better visibility into the anticipated payments to be made with the financing. The Special Committee reiterated that the Board should have complete discretion in determining which payables get paid first. The parties then discussed the proposed terms of Gelesis’ debt reduction and proposed go-shop. The Special Committee and PureTech agreed to a customary go-shop provision.

Also on April 11, 2023, Gelesis filed a Current Report on Form 8-K with the SEC disclosing the delisting of the Company Common Stock from the NYSE and the Company Common Stock then began trading in the OTC Market.

Also on April 11, 2023, Gelesis and Party E executed a confidential disclosure agreement. This agreement did not contain a non-solicit or standstill provision. Following the execution, Torreya provided Party E with a confidential information memorandum for its review in connection with a possible transaction with Gelesis.

On April 12, 2023, Dr. Chowrira submitted a revised response (the “April 11 Proposal”) agreeing to the terms in the April 9 Response but with certain changes, including: (1) $1.5 million in funding to be provided now, with a second installment of $3.5 million being provided upon execution of a definitive agreement so long as a definitive agreement is executed on or prior to April 30, 2023, (2) Gelesis would consult with PureTech regarding budgeted expenditures, and (3) Gelesis would enter into a nondisclosure agreement with PureTech and permit PureTech to engage as soon as possible with lenders, vendors and other counterparties to discuss potential reductions or deferrals of Gelesis’ indebtedness, and Gelesis would reasonably cooperate with PureTech in this process.

Also on April 12, 2023, the Special Committee held a meeting with representatives of Goodwin in attendance to discuss the April 11 Proposal and agreed to continue negotiations with PureTech based on the terms of the April 11 Proposal and recommend to the Board to not file for bankruptcy at this time.

Following the Special Committee’s meeting, the Board held a meeting with representatives of Goodwin and Torreya in attendance. Mr. Zohar and Mr. Kucherlapati recused themselves from the meeting. Torreya provided an update on their continued market outreach and follow up conversations with parties potentially interested in a whole company acquisition. Following discussion and Torreya’s departure, the Board discussed the April 11 Proposal and PureTech’s concession to certain material points, specifically that the agreed price per share was

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firm and not subject to adjustment. Following discussion, the Board agreed that given the movement made by PureTech as reflected in the April 11 Proposal, the Special Committee would continue to negotiate with PureTech with the goal of executing a definitive agreement as soon as possible given its conclusion that a transaction with PureTech would be a better alternative for the Gelesis Stockholders than a bankruptcy proceeding.

Later on April 12, 2023, Gelesis and PureTech entered into a mutual confidentiality agreement (the “April 12 NDA”). The April 12 NDA did not contain a non-solicit or standstill provision.

On April 13, 2023, Latham shared draft documentation with Goodwin for the initial $1.5 million bridge funding, consisting of (1) an amendment to the Note and Warrant Purchase Agreement (the “Amendment to NPA”), (2) a warrant covering the additional $1.5 million note financing (the “New Warrant”) and (3) Amendment No. 1 to the Note and Warrant Purchase Agreement with PureTech dated February 21, 2023 (the “Amendment to February Warrant”).

Also on April 13, 2023, Gelesis entered into a confidential disclosure agreement with Party F. The agreement did not include a non-solicit or standstill provision.

On April 14, 2023, the Special Committee held a meeting with Lincoln and Goodwin to discuss the potential engagement of Lincoln to deliver a fairness opinion to the Special Committee. Based on the proposals received from Lincoln, Financial Advisor G, Financial Advisor H, and Financial Advisor I, Lincoln was selected by the Special Committee due to a combination of Lincoln’s qualifications in delivering fairness opinions, its proposed engagement terms, and Lincoln’s ability to complete its analysis to be in a position to deliver a fairness opinion to the Special Committee on the required timeline. At the meeting, Lincoln also confirmed that it did not have any actual or potential conflicts of interest in relation to, had not received fees from, or been engaged by, PureTech and its affiliates and, at the request of the Special Committee, confirmed the same in writing on May 22, 2023.

Also on April 14, 2023, Goodwin shared a revised draft with Latham of the Amendment to NPA, the New Warrant and the Amendment to February Warrant.

On April 15, 2023, Dominic Perks, a representative of Hambro Perks, resigned from his position at Hambro Perks and therefore also as director on the Board effective immediately. Mr. Perks served on the Board at the request of Hambro Perks. Mr. Perk’s resignation from the Board was not a result of any disagreement with Gelesis on any matter relating to Gelesis’ operations, policies or practices. Pending the identification of a new director nominee to serve on behalf of Hambro Perks and the Board’s review and analysis of the qualifications of such nominee, the Board appointed a non-voting observer to attend the Board’s meetings on behalf of Hambro Perks.

Also on April 15, 2023, Goodwin shared with Latham a draft of the Bridge Financing Budget. Latham shared with Goodwin revised drafts of the Amendment to NPA and the New Warrant, and accepted Goodwin’s April 14 draft of the Amendment to February Warrant.

On April 17, 2023, PureTech submitted a revised proposal (the “April 17 Proposal”) to Gelesis providing, among other things, that (1) the purchase price was to be based on a 50% premium to a 30-day volume-weighted average price (“VWAP”) of the shares of Company Common Stock as of the signing date of the definitive purchase agreement, (2) consideration will be in cash or shares of PureTech depending on the purchase price as of the date of the signing of a definitive agreement, (3) an initial $1.5 million will be provided under the Amendment to February Warrant, with the conversion price, warrant coverage and exercise price based on the 30-day VWAP as of market close on the day prior to the closing of such financing, (4) any additional significant installment of the bridge financing will be provided subject to the execution of a definitive agreement and (5) the treatment of Gelesis’ warrants will be subject to ongoing analysis. At market close on April 17, 2023, the trading price for the Company Common Stock was $0.018.

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On April 18, 2023, the Special Committee held a meeting with representatives of Goodwin and Mr. Maltz in attendance to discuss the April 17 Proposal and potential consequences of further delaying bankruptcy whereby Gelesis would run out of the cash it needed to fund its operations. Mr. Maltz notified the Special Committee that after taking into consideration upcoming payroll obligations and other costs, as well as the costs of conducting an orderly winddown of Gelesis, Gelesis would reach the end of its cash runway in less than 30 days. After taking into consideration PureTech’s change of position on price and other previously agreed terms, the Special Committee agreed to once again recommend to the Board to proceed with bankruptcy given the lack of significant progress made in the negotiations with PureTech and Gelesis’ limited cash runway.

Also on April 18, 2023, Dr. Chowrira asked Mr. Fonteyne to provide a counteroffer to the April 17 Proposal. The Special Committee discussed this via email and agreed to counter with a request for (1) certainty in equity value and (2) immediate bridge financing to Gelesis.

Also on April 18, 2023, Gelesis and Party C executed a confidentiality agreement. This agreement did not include a non-solicit and standstill provision. Torreya then sent Party C a confidential information memorandum for its review in connection with a potential licensing transaction with Gelesis for GS200.

Following the Special Committee’s discussion, Mr. Fonteyne replied to Dr. Chowrira and encouraged PureTech to submit a revised offer which included a definitive equity value for the transaction (and implied share price that would also be the conversion price of PureTech’s notes and exercise price of PureTech’s warrants) and commitment to provide immediate bridge financing to Gelesis of more than $1.5 million.

On April 19, 2023, PureTech submitted a revised proposal (the “April 19 Proposal”) which included (1) acquiring all of the outstanding equity and equity linked securities of Gelesis for an aggregate purchase price of $3 million, (2) an additional $1.5 million of senior secured financing to be provided the week of April 17, 2023 and (3) an additional $3.5 million of senior secured financing to be funded upon entering into a definitive agreement before May 5, 2023.

Later on April 19, 2023, the Special Committee held a meeting with representatives of Goodwin, Mr. Maltz and a representative of Gray & Company, LLC, a company specializing in bankruptcy matters, in attendance to discuss the April 19 Proposal. Mr. Maltz updated the Special Committee on the cash balance of Gelesis. The Special Committee discussed the bankruptcy process, the anticipated costs, the fact that a bankruptcy proceeding would likely result in no value being returned to stockholders based on the expectation that the liquidation of Gelesis’ assets (primarily its intellectual property and property, plant and equipment) would not exceed the aggregate amounts owed to secured and unsecured creditors, and the terms of the senior secured financing provided for in the April 19 Proposal. The Special Committee prepared a response to the April 19 Proposal (the “April 19 Response”) rejecting PureTech’s April 19 Proposal and restating the previously agreed terms in the April 11 Proposal. The Special Committee also emphasized Gelesis would need PureTech to fund the promised $1.5 million in bridge financing as soon as possible and would need to provide additional funds at a later date as Gelesis had insufficient funds to meet its ongoing obligations and continue to negotiate a potential transaction with PureTech. Following the meeting, Mr. Fonteyne delivered the April 19 Response to Dr. Chowrira.

Also on April 19, 2023, Torreya and representatives of Party A discussed the possibility of a transaction between Gelesis and Party A. Party A indicated that it was not interested in a whole company acquisition, but it was interested in possibly pursing a partnership with Gelesis.

Also on April 19, 2023, Party E informed Torreya that it was not interested in pursuing a transaction with Gelesis given the late stage of investment.

Additionally on April 19, 2023, Gelesis and Party D executed a confidential disclosure agreement which did not include a non-solicit or standstill provision.

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On April 20, 2023, Dr. Kucherlapati resigned from his position as a director on the Board effective immediately. Dr. Kucherlapati’s resignation from the Board was not a result of any disagreement with Gelesis on any matter relating to Gelesis’ operations, policies or practices.

Also on April 20, 2023, Dr. Chowrira confirmed receipt of the April 19 Response and offered to advance $100,000 to Gelesis under the terms of the existing Note and Warrant Purchase Agreement in order for Gelesis to engage a debt counselor. PureTech also requested information with regard to Gelesis’ restricted stock units, warrants, debt, and other securities, in order to calculate the cost such items would require for the purposes of PureTech’s valuation.

Later on April 20, 2023, the Board held a meeting with representatives of Torreya and Goodwin in attendance. A representative of Torreya provided an updated presentation on its market outreach. Following Torreya’s departure from the meeting, Mr. Maltz updated the Board on Gelesis’ financial condition, its current cash balance and the collection status from certain customers. Mr. Maltz informed the Board that after payroll expenses, Gelesis would only have cash in an amount sufficient to make certain fiduciary payment obligations including accrued wages. Following such update, Goodwin summarized the terms of the April 19 Proposal and Mr. Fonteyne explained the Special Committee’s rationale for the April 19 Response and that the Special Committee’s rejection of the April 19 Proposal was due to the re-negotiation of terms previously agreed to by the parties. Following discussion, the Board approved the engagement of a debt counselor subject to PureTech promptly funding $100,000 to cover the costs.

On April 21, 2023, Latham shared with Goodwin a revised draft of the Amendment to NPA reflecting the $100,000 advancement of debt counselor fee. Additionally, Latham confirmed to Goodwin PureTech’s receipt of the April 19 Response.

On April 23, 2023, Goodwin conveyed to Latham Gelesis’ position that it would like to see material progress on the terms laid out in the April 19 Response before proceeding with the Amendment to NPA.

On April 24, 2023, Dr. Chowrira informed Mr. Fonteyne that PureTech was willing to provide the $100,000 advancement for the debt counselor fee pursuant to the terms laid out in the draft Amendment to NPA provided by Latham on April 21^st.

Later on April 24, 2023, the Special Committee held a meeting to discuss the responses received from PureTech and agreed to push back on delaying signing a definitive agreement until May 5, 2023, as included in the April 19 Proposal.

Following the meeting, Mr. Fonteyne requested from Dr. Chowrira an accelerated response to the April 19 Response to which Dr. Chowrira informed Mr. Fonteyne that PureTech would respond by April 26^th.

Also on April 24, 2023, representatives of Torreya met with representatives of Party D to discuss the strategic process and the types of transactions Gelesis would consider, which included, but was not limited to a whole company sale, out-license of Plenity for specific regions, and certain commercial partnership agreements.

On April 26, 2023, Dr. Chowrira requested that Gelesis provide a detailed operating model so that PureTech could better understand Gelesis’ cash outlay for the period from May 1, 2023 to December 31, 2023 (the “Operating Model”). Dr. Chowrira indicated to Mr. Fonteyne that PureTech’s response to the April 19 Response would be provided the next day, April 27, 2023.

On April 27, 2023, the Special Committee held a meeting with representatives of Torreya, Goodwin and Mr. Maltz and Mr. Zohar in attendance. A representative of Torreya led a discussion on its fundraising process, including the status of discussions with potential investors. The Special Committee discussed the lack of offers or firm commitments to submit offers resulting from Torreya’s discussions with other potential counterparties and

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the lack of progress being made with negotiations with PureTech. Mr. Maltz provided an update on Gelesis’ anticipated cash needs through the mid-May and the engagement of Troutman Sanders LLC (“Troutman”) as Gelesis’ bankruptcy counsel, noting that Gelesis would be prepared to file for bankruptcy by May 1, 2023 if the Board determined to proceed with bankruptcy. Following discussion, the Special Committee agreed to recommend to the Board to file for bankruptcy by the end of day on May 1, 2023 should significant progress in the negotiations with PureTech not be made by that time.

Later on April 27, 2023, Gelesis provided PureTech with an updated version of the Operating Model and PureTech delivered a further revised proposal (the “April 27 Proposal”) which provided that (1) PureTech would acquire all of the outstanding equity and equity-based instruments of Gelesis for an aggregate purchase price of $3.5 million, which would not be reduced by any equity or debt interests of Gelesis held by PureTech, (2) PureTech would assume the obligations of all outstanding warrants, the existing Italian debt facilities, the shareholder convertible notes and certain other outstanding indebtedness identified in the Company’s latest Annual Report on Form 10-K, (3) PureTech would provide Gelesis with $2 million in bridge financing to fund Gelesis’ daily operations on the terms previously agreed to by the parties, by May 1, 2023, (4) PureTech would provide Gelesis with up to $3 million in bridge financing to fund Gelesis’ daily operations on the terms previously agreed to by the parties, concurrently with the signing of a definitive agreement, which was required to be finalized by May 15, 2023 and (5) PureTech agreed to a go-shop period to expire on the earlier of (a) July 1, 2023 or (b) approval of Gelesis Stockholders to the transaction.

On April 28, 2023, the Special Committee held a meeting with representatives of Goodwin and Mr. Maltz in attendance to discuss the April 27 Proposal. The Special Committee noted that the $3.5 million purchase price and $5.0 million in additional financing would be sufficient to allow Gelesis to move forward with the transaction and cover certain expenses related thereto, but may not be sufficient to pay all of Gelesis’ unsecured creditors with balances currently due or past-due. Following discussion, the Special Committee agreed to move forward with a transaction with PureTech based on the terms set forth in the April 27 Proposal as the proposed transaction with PureTech would result in a better outcome for Gelesis as a whole as well as Gelesis shareholders.

Later on April 28, 2023, Mr. Fonteyne sent a response letter to Dr. Chowrira (the “April 28 Response”) agreeing to the terms of the revised proposal included in the April 27 Proposal on the condition that Gelesis receive $2 million in bridge financing by May 1, 2023. In the April 28, Response, Mr. Fonteyne also indicated that Gelesis may need more than the additional $3 million proposed for the second installment in bridge financing to be funded at signing of a definitive agreement.

Also on April 29, 2023, Gelesis and Party G entered into a confidential disclosure agreement. The agreement did not contain a non-solicit or standstill provision.

On April 30, 2023, the Board (including Mr. Zohar) held a meeting with representatives of Goodwin and Troutman, Mr. Maltz and a representative of Hambro Perks in attendance. Mr. Fonteyne provided an update on PureTech’s latest proposal, noting that the Special Committee determined to move forward with a transaction with PureTech based on the terms of such proposal but only if PureTech provided $2 million in bridge financing by May 1, 2023. Mr. Fonteyne noted that the Special Committee would still recommend that the Board adopt resolutions prepared by Goodwin and Troutman authorizing the filing of Chapter 7 bankruptcy in the event PureTech failed to fund $2 million in bridge financing by the end of the day on May 1, 2023 given Gelesis would have reached the end of its cash runway. Following discussion, the Board approved such resolutions and authorized Troutman to file for Chapter 7 bankruptcy if the bridge financing was not funded by the end of the day on May 1, 2023.

Later on April 30, 2023, Latham shared with Goodwin drafts of an amendment to the NPA, a senior secured note, a new warrant and an Amendment to February Warrant.

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On May 1, 2023, Parent and the Note Parties entered into the Amendment to NPA, pursuant to which Gelesis issued a senior secured convertible note in the aggregate principal amount of $2.0 million and issued warrants to purchase 192,307,692 shares of Company Common Stock to Parent, for a cash purchase price of $2.0 million. In addition, the parties amended the $5.0 million senior secured convertible note and warrants issued in February 2023. Given the bridge financing was funded, Gelesis did not file for bankruptcy at this time.

On May 2, 2023, Gelesis and Party H entered into a confidential disclosure agreement. This agreement did not include a non-solicit or standstill provision.

On May 4, 2023, the Special Committee formally engaged Lincoln as its financial advisor. The terms of the Special Committee’s engagement of Lincoln were confirmed by a letter, dated May 4, 2023, and agreed to and accepted by Gelesis and the Special Committee.

Also on May 4, 2023, representatives of Torreya contacted Party A, Party C, Party D and Party G noting that such parties would need to submit an offer or indication of interest by July 1, 2023.

On May 5, 2023, Goodwin shared an initial draft of a merger agreement with Latham. The initial draft included the terms agreed to in the April 27 Proposal.

Also on May 5, 2023, Gelesis and Party I entered into a confidential disclosure agreement. This agreement did not include a non-solicit or standstill provision.

Also on May 5, 2023, Party C informed Torreya that after assessing the fit with its strategy, it decided not to pursue an acquisition transaction with Gelesis for strategic reasons.

On May 8, 2023, a representative from Party J informed Torreya that it was interested in discussing a potential transaction with Gelesis.

Also on May 8, 2023, Torreya sent Party I a confidential information memorandum in connection with its evaluation of a possible transaction with Gelesis.

On May 9, 2023, the Board (including Mr. Zohar) held a meeting with representatives of Goodwin and Mr. Maltz and Mr. Pass. The Board discussed the current status and timeline of the transaction with PureTech and also reviewed and evaluated Gelesis’ cash runway, the Trust Fund Cash Reserve, flexibility to exercise the go-shop provision and the benefits of seeking additional funding from PureTech while maintaining independence to seek alternatives or file for bankruptcy. Goodwin provided a general timeline based on an expected receipt of a revised merger agreement from Latham, projected signing date and filing of a proxy statement and Schedule 13E-3 with the SEC. Following the departure of Mr. Zohar and Mr. Pass from the meeting, Mr. Maltz provided an update on the status of Torreya’s efforts, noting that while they have had discussions with various third parties, none had submitted another offer at this point in time.

On May 12, 2023, Latham sent a revised draft of the merger agreement to Goodwin. The revised draft included, among other things: (1) the cancellation with no consideration of all unvested options and restricted stock units as of the effective time of the merger, (2) requirement that Gelesis seek PureTech’s prior written consent before reducing or deferring any ordinary course payables from the date of the merger agreement to the earlier of the effective time of the merger or the termination of the merger agreement (the “Interim Period”), (3) the covenant that requires Gelesis to prepare and deliver weekly and monthly budgets to Parent in the Interim Period, (4) the covenant that requires Gelesis to use commercially reasonable efforts to obtain consents and approvals of certain third parties, including holders of certain outstanding loan and grant agreements, or make certain filings with the Italian governmental authorities in accordance with the applicable law, (5) the following new conditions to closing (a) the receipt of the consents of holders of certain outstanding promissory notes and counterparties to certain outstanding loan and grant agreements, (b) the receipt of the clearance by the Italian

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governmental authorities in accordance with the applicable law or the expiration of the applicable review period, and (c) the receipt of the FDA’s 510(k) clearance of Plenity for over-the-counter use, (6) the inclusion of expense reimbursement of up to $1 million to Parent by Gelesis in the event of termination of the merger agreement under certain circumstances, and (7) the inclusion of the right of Parent to change the structure of the merger transactions such that Merger Sub will merge with and into Gelesis with Gelesis continuing as the surviving corporation and the parties’ agreement to enter into an amendment to the merger agreement to effectuate such structural change.

On May 16, 2023, the Special Committee held a meeting which Mr. Maltz and representatives of Goodwin attended to discuss the revised draft of the merger agreement received from Latham.

Also on May 16, 2023, Party J and Gelesis entered into a confidential disclosure agreement. This agreement did not contain a non-solicit or standstill provision.

On May 17, 2023, representatives from Party H informed Torreya that they were not interested in pursuing a transaction with Gelesis given Gelesis’ ongoing negotiations with PureTech as disclosed in PureTech’s amendment to its Schedule 13D filed with the SEC.

Between May 18, 2023 and May 23, 2023, Goodwin and Latham shared drafts of a voting and support agreement to be signed by certain key shareholders and affiliates of Gelesis.

On May 19, 2023, the Special Committee, representatives of PureTech’s and Gelesis management teams (excluding Ms. Zohar and Mr. Zohar), Goodwin and Latham held a meeting to discuss the open items of the merger agreement and the transaction itself.

Pursuant to the terms of the engagement letter between Torreya and the Company, effective as of May 19, 2023, Torreya assigned such engagement letter to Stifel, Nicolaus & Company, Incorporated (“Stifel”) in connection with Stifel’s acquisition of Torreya, and, thereafter, Stifel provided investment banking services to the Company in lieu of Torreya.

On May 21, 2023, Goodwin shared a revised draft of the merger agreement with Latham which provided for, among other things: (1) the acceleration of any unvested options and restricted stock units, (2) the covenant that requires Gelesis to use its commercially reasonable efforts to reduce or defer any ordinary course payables in the Interim Period, (3) the covenant that requires Gelesis to prepare and deliver bi-weekly and monthly budgets to Parent in the Interim Period, (4) the removal of the new closing conditions requiring Gelesis to obtain the consent of holders of certain promissory notes and counterparties to certain outstanding loan and grant agreements and FDA’s 510(k) clearance of Plenity for over-the-counter use, (5) Gelesis’ obligation to pay the termination fee and reimbursing Parent for its expenses if the merger agreement is terminated for the failure to obtain the approval of Gelesis Stockholders, and (6) the reduction of the termination fee from $500,000 to $200,000.

On May 22, 2023, a representative from Party A informed Stifel that it was not interested in pursuing a transaction with Gelesis or progressing any due diligence on Plenity until Gelesis received over-the-counter approval from the FDA.

On May 24, 2023, representatives of Stifel held a telephonic meeting with representatives of Party D to discuss the possibility of a transaction between the parties. Party D indicated that it was interested in putting together a term sheet for a potential license or partnership agreement, but it would take approximately six weeks for Party D’s internal team to finalize a term sheet to share with Stifel and Gelesis.

On May 25, 2023, Latham shared a revised draft of the merger agreement with Goodwin which provided, among other things, (1) for the addition of three new closing conditions (a) that Gelesis shall have received a

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510(k) clearance from the FDA of Plenity for over-the-counter use or Gelesis’ submission of the application thereof shall have remained under review with the FDA and Gelesis shall not have received a “not substantially equivalent letter” from the FDA or other notice identifying any major deficiencies or minor deficiencies that would not reasonably be likely to be resolved by December 31, 2023 or cost in excess of $200,000 to remediate as determined by Parent in good faith, (b) that Gelesis shall not be subject to any bankruptcy proceeding, and (c) that consents and approvals have been received from holders of certain promissory notes, (2) for the inclusion of (a) the termination right of Parent upon Gelesis’ material breach of its obligations under the no-shop or adverse board recommendation change covenants or failure of the new closing condition regarding the FDA’s 510(k) clearance, and (b) Gelesis’ obligations to pay termination fee and reimburse Parent’s expenses upon Parent’s exercise of such termination rights, and (3) the increase in the termination fee from $200,000 to $350,000.

Also on May 25, 2023, Latham shared with Goodwin drafts of a Limited Waiver to the NPA and a warrant providing for the waiver by Parent of the conditions to issuance of $350,000 aggregate principal amount of additional senior secured convertible notes and related warrants, and Gelesis issued a senior secured convertible note in the aggregate principal amount of $350,000 and issued warrants to purchase 43,133,803 shares of Company Common Stock, at an exercise price of $350,000.

On May 26, 2023, PureTech and Gelesis executed the Limited Waiver to the NPA, that certain Convertible Senior Secured Note (Third Close) and that certain Warrant (Third Closing) and PureTech wired $350,000 to Gelesis as part of the bridge financing.

Later on May 26, 2023, Dr. Chowrira informed Mr. Fonteyne that PureTech would need additional time to finalize some open points, specifically around treatment of the outstanding Gelesis promissory notes. Dr. Chowrira stated that PureTech’s board was holding a meeting on June 8^th, and that they would like to target a June 9^th signing date.

Additionally, on May 26, 2023, the Special Committee held a meeting with representatives of Goodwin and Mr. Maltz in attendance. Mr. Maltz confirmed receipt of $350,000 from PureTech and informed the members of the Special Committee that the promissory notes to be executed concurrently with the signing of a definitive agreement would not include warrants and if Gelesis enters into a binding definitive agreement with respect to a takeover proposal with any party other than PureTech, Gelesis would be required to pay PureTech an amount equal to 200% of the aggregate principal amount of outstanding additional notes as a prepayment penalty and such additional notes would be cancelled. Mr. Maltz also informed the Special Committee that Party D was potentially interested in a licensing arrangement with Gelesis, but not a whole company acquisition. Mr. Fonteyne provided an update on his conversation with Dr. Chowrira. The Special Committee discussed PureTech’s negotiation with the holders of Gelesis’ promissory notes and that this was a likely factor in some of PureTech’s requests for closing conditions. Mr. Maltz also noted that any delay in signing would result in Gelesis requiring additional funding from PureTech to continue its operations. Following such discussion, Goodwin summarized the latest markup of the merger agreement received from Latham and the importance of retaining Gelesis’ ability to file for bankruptcy if needed.

Also on May 26, 2023, a representative from Party G informed Stifel that it was not interested in pursuing a transaction with Gelesis based on Party G’s analysis of the investment opportunity.

On June 1, 2023, the Special Committee held a meeting with representatives of Stifel, Goodwin and Mr. Zohar in attendance. Stifel led a discussion on the status of its discussions with potential counterparties informing the members of the Special Committee that Party G and Party A informed Stifel that they will not be continuing with the process, but that Party A remained interested in a possible partnership with Gelesis. Additionally, Stifel informed the Special Committee that Party D is interested in submitting a non-binding offer for a commercial partnership, not a business combination transaction, with Gelesis. After discussion, Stifel left the meeting and the Special Committee, Goodwin and Mr. Zohar discussed the revised draft of the merger

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agreement received from Latham. The Special Committee indicated that they were fine with including a condition to closing relating to receipt of the consent of the holders of certain of Gelesis’ promissory notes and discussed revisions to the bankruptcy and FDA approval closing conditions to be included in Goodwin’s revised draft.

Also on June 1, 2023, representatives of Stifel held a meeting with Mr. Pass, to discuss licensing opportunities in Europe and Italy.

On June 5, 2023, Dr. Chowrira and Mr. Fonteyne discussed closing conditions in connection with the possible transaction. Dr. Chowrira expressed the view that it was important to PureTech that Gelesis move forward in the FDA approval process of Plenity for over-the-counter use. Mr. Fonteyne informed Dr. Chowrira that Goodwin would be sending a revised draft of the merger agreement later that day with some language around this condition for PureTech’s review. Additionally, Dr. Chowrira expressed concern to Mr. Fonteyne over the treatment of Gelesis’ outstanding debt, specifically the possible conversion of certain promissory notes into rollover equity of the surviving company and agreements from Equiter of payment deferrals of certain loans between Gelesis and Equiter.

Also on June 5, 2023, Goodwin shared a revised draft of the merger agreement with Latham which generally accepted Latham’s draft provided on May 25^th but revised to provide for some language changes to the new closing conditions regarding FDA approval and bankruptcy.

On June 6, 2023, the Special Committee held a meeting with representatives of Goodwin and Mr. Maltz and Mr. Zohar in attendance. Mr. Fonteyne provided an update on his conversation with Dr. Chowrira and discussed with Goodwin how best to include the condition on payment deferrals of the loan with Equiter. Mr. Zohar also provided an update on the discussions with Gelesis’ creditors. The Special Committee instructed Mr. Fonteyne to discuss its feedback with Dr. Chowrira and to ask such representative to include any other revisions or requests in the next turn of the merger agreement so that the parties may finalize the agreement as soon as possible.

On June 7, 2023, Party K, a potential strategic third party who previously declined to further explore a transaction with Gelesis, held a telephonic meeting with representatives of Stifel to discuss a potential licensing or partnership agreement.

On June 8, 2023, Latham shared a revised draft of the merger agreement with Goodwin which provided for, among other things, the addition of the following closing conditions: (1) the delivery of amendments to certain Italian loan agreements, (2) the delivery of amendments to certain promissory notes providing for the conversion of the underlying debt obligations into equity of the surviving corporation of the merger transactions, (3) the receipt of the consent of noteholders of certain promissory notes regarding the assignment of such notes from Gelesis to the surviving corporation of the merger transactions, and (4) (a) except where the FDA has granted the 510(k) clearance of Plenity for over-the-counter use, Gelesis’ submission of an application thereof shall have remained under review by the FDA and the FDA shall not have completed its review cycle through the closing, and (b) Gelesis shall not have received a “not substantially equivalent letter” from the FDA or other notice identifying any major deficiencies or minor deficiencies that would not reasonably be likely to be resolved by December 31, 2023 or cost in excess of $200,000 to remediate as determined by PureTech in good faith after consultation with Gelesis.

Later that day, the members of the Special Committee and Goodwin discussed resolution of outstanding merger agreement issues. The Special Committee discussed and agreed to accept the new closing conditions included in Latham’s revised draft.

On June 10, 2023, Goodwin shared a revised draft of the merger agreement with Latham reflecting changes discussed at the June 8 Special Committee meeting.

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On June 11, 2023, the Special Committee held a meeting at which Mr. Maltz, Stifel, Lincoln and Goodwin were in attendance, to consider approval of the proposed transaction with PureTech. Representatives of Stifel led a discussion on the status of their market check and discussions with third parties. Party D remained interested in a potential licensing or partnership transaction and was working to submit an offer before July 1, 2023, the expiry of the go-shop period. Representatives of Goodwin reviewed the fiduciary duties of the directors in making their determination and reviewed the material terms of the merger agreement noting that the agreement was in near final form and that Goodwin and Latham were working through final revisions of the merger agreement and the disclosure schedules. Representatives of Lincoln then presented Lincoln’s financial analysis of the proposed transaction to the Special Committee. Representatives of Lincoln, at the request of the Special Committee, then rendered Lincoln’s oral opinion to the Special Committee (which was subsequently confirmed in writing by the delivery of its written opinion, dated the same date), that, as of such date, and based upon and subject to the assumptions made, procedures followed, matters considered and limitations, qualifications, conditions and other matters described in its written opinion, the Merger Consideration to be received by the Gelesis Stockholders, other than holders of Excluded Shares and Dissenting Shares, in the proposed transaction was fair, from a financial point of view, to such Gelesis Stockholders, as more fully described in this proxy statement under the section titled “The Merger Agreement—Opinion of Lincoln International LLC.” After discussion, the Special Committee unanimously recommended that the Board approve Gelesis’ entry into the merger agreement for the transaction with PureTech on the terms presented at this meeting.

On June 11, 2023, Latham shared a revised draft of the merger agreement with Goodwin, which provided for, among other things, the inclusion of the termination right of Parent in the event that Gelesis exceeds by 15% or greater of the aggregate spending set forth in the bi-weekly budgets delivered to Parent in accordance with the merger agreement, and such excess is not remedied in the following bi-weekly period in the manner set forth in the merger agreement.

On June 12, 2023, the Board held a meeting with representatives of, Stifel, Lincoln, Goodwin and Mr. Maltz in attendance, to consider approval of the proposed transaction with PureTech. Representatives of Stifel provided an updated presentation regarding their market check and discussions with third parties. Party D remained interested in a potential licensing or partnership transaction and was working to submit an offer before July 1, 2023, the expiry of the go-shop period. Representatives of Goodwin reviewed the fiduciary duties of the directors in making their determination and reviewed the material terms of the merger agreement noting that the agreement was in near final form and Goodwin and Latham were working through final revisions of the merger agreement and disclosure schedules. The Chairman of the Special Committee provided the Board with a report on the process conducted by the Special Committee in its evaluation of the proposed transaction, including (i) the engagement of Lincoln, as financial advisor, (ii) the Special Committee’s consideration of the merits of the proposed transaction over the course of a number of meetings, (iii) the Special Committee’s negotiation of the terms of the merger agreement, including the consideration to be received by the stockholders holding the Unaffiliated Voting Shares, (iv) the receipt of Lincoln’s opinion, as described above, and (v) the determinations, approvals and recommendations of the Special Committee with respect to the merger agreement and the proposed transaction, as described above. Following additional discussion and consideration of the merger agreement and the other transactions contemplated by the merger agreement (including the factors described in the sections of this proxy statement entitled “Special Factors—Reasons for the Merger” and “Special Factors—Recommendation of the Board”) and the recommendation of the Special Committee, the Board unanimously adopted resolutions (i) determining that the merger and the other transactions contemplated by the merger agreement are advisable, fair to and in the best interests of Gelesis and its stockholders, including the stockholders holding the Unaffiliated Voting Shares, (ii) approving, adopting and declaring advisable the merger agreement, the voting and support agreement and the merger transactions, (iii) directing that the merger agreement be submitted to the Gelesis Stockholders for adoption and (iv) recommending that the Gelesis Stockholders adopt the merger agreement. Mr. Zohar was also in attendance at the meeting and voting in favor of the foregoing resolutions.

Shortly following the meeting, Parent, Merger Sub and Gelesis executed the merger agreement and Parent and Gelesis executed the voting and support agreement.

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Concurrent with the signing on June 12, 2023, the Note Parties and Parent entered into Amendment No. 2 to the NPA, pursuant to which Gelesis issued a senior secured convertible note in the aggregate principal amount of $3.0 million to Parent for a cash purchase price of $3.0 million. No warrants were issued in connection with this issuance of senior secured convertible notes.

On June 13, 2023, Gelesis filed a Current Report on Form 8-K with the SEC publicly announcing the transaction.

From June 13, 2023, after the transaction was announced, and through 11:59 p.m. Eastern Time on July 1, 2023, at the direction of the Board and Special Committee, Stifel continued discussions with Party D and Party K regarding potential licensing or partnership agreements with Gelesis in compliance with the terms of the merger agreement.

On June 26, 2023, Gelesis received a deficiency letter from the FDA regarding its submission for over-the-counter clearance for Plenity and subsequently had a meeting with the FDA to clarify matters raised by the letter.

On June 28, 2023, the Note Parties and Parent entered into Amendment No. 3 to the NPA, pursuant to which the maturity date of the senior secured convertible notes issued pursuant to the NPA was extended from July 31, 2023 to March 31, 2024, unless earlier converted or redeemed.

As of the expiration of the go-shop period, Gelesis had not received any alternative proposals from other potential counterparties, including Party D and Party K. Stifel, with PureTech’s knowledge, continues to assist Gelesis in pursuing potential strategic and corporate partnership transactions, including with Parties D and K and others, and, while PureTech would have a consent right to approve any such transaction prior to closing, such transaction could be mutually beneficial to Gelesis, the unaffiliated PureTech stockholders and PureTech.

Recommendation of the Board

The Board, in consultation with financial and legal advisors and Gelesis management, evaluated the Merger Agreement and the Merger Transactions and acting upon the unanimous recommendation of the Special Committee, unanimously: (i) determined that the Merger Transactions are advisable, fair to and in the best interests of Gelesis Stockholders, (ii) approved, adopted and declared advisable the Merger Agreement, the Voting Agreement and the Merger Transactions, (iii) directed that the Merger Agreement be submitted to the Gelesis Stockholders for adoption and (iv) resolved to recommend that the Gelesis Stockholders to vote “FOR” the proposal to approve and adopt the Merger Agreement and the transactions contemplated thereby, including the Merger.

Reasons for the Merger

In the course of its deliberations and in arriving at its determination that the Merger Agreement and the Merger are fair to, advisable and in the best interests of the Company and its stockholders and its recommendation that the Gelesis Stockholders vote in favor of the Merger Proposal, the Board (including the members of the Special Committee) considered a number of factors and consulted with legal and financial advisors and Management. The following are some of the significant factors that supported the determination and recommendation of the Special Committee and the Board, acting upon the recommendation of the Special Committee (these factors are presented below in no particular order and were neither ranked nor weighted in any particular manner by the Special Committee):

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In the course of its deliberations, the Special Committee also considered a variety of uncertainties, risks and potentially negative factors, including:

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The Special Committee also considered the following factors relating to the procedural safeguards that the Special Committee believes were and are present with respect to the fairness of the Merger, which the Special Committee believes supports its decisions and provide assurance as to the procedural fairness of the Merger to the Unaffiliated Stockholders;

After taking into account all of the factors set forth above, as well as others, the Special Committee and the Board, acting upon the recommendation of the Special Committee, each concluded that the potential benefits of the Merger outweighed any negative or unfavorable considerations and determined that the Merger Agreement and the Merger Transactions are advisable, fair and in the best interests of the Company and its stockholders.

The foregoing discussion of the information and factors considered by the Special Committee includes the material positive and negative factors considered by the Special Committee, but it is not intended to be exhaustive and may not include all the factors considered by the Special Committee. The Special Committee did not quantify or assign any specific weights to the various factors that they considered in reaching its determination to approve the Merger Agreement and Merger Transactions. Rather, the Special Committee reached its position and recommendations based on the totality of the information presented to, and factors

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considered by, them. In addition, individual members of the Special Committee each applied his or her own personal business judgment to the process and may have given differing weights to different factors. The Special Committee did not undertake to make any specific determinations as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Special Committee and the Board, acting upon the recommendation of the Special Committee, each unanimously resolved to recommend that Gelesis Stockholders, including the Unaffiliated Stockholders, approve the Merger Proposal based upon the totality of information it considered.

When considering the foregoing recommendation of the Special Committee and the Board, acting upon the recommendation of the Special Committee, that Gelesis Stockholders vote to approve the proposal to adopt the Merger Agreement, Gelesis Stockholders should be aware that some of the Company’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of Gelesis Stockholders more generally. The Special Committee and the Board were each aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement and the Merger Transactions were advisable, fair to and in the best interests of the Company and its stockholders, in reaching its decision to approve, adopt and declare advisable the Merger Agreement and the consummation of the Merger Transactions, in making its recommendation that the Gelesis Stockholders vote in favor of the Merger Proposal and in directing that the adoption of the Merger Agreement be submitted to a vote of the Gelesis Stockholders.

The explanation of the reasoning of the Special Committee and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section of this proxy statement entitled “Cautionary Statement Regarding Forward-Looking Information.”

Position of the Company as to the Fairness of the Merger to Unaffiliated Stockholders

Under the SEC rules governing “going private” transactions, the Company is engaged in a “going private” transaction and, therefore, is required to express its position as to the fairness of the Merger to the Company’s Unaffiliated Stockholders. The Board, on behalf of the Company, is making the following statements solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act. The Board, on behalf of the Company, on the basis of the factors described above, believes that the Merger (which is the Rule 13e-3 transaction for which a Transaction Statement on Schedule 13E-3 (the “Schedule 13E-3”) is being filed with the SEC) is both procedurally and substantively fair to the Unaffiliated Stockholders. The Board did not retain an unaffiliated representative to act solely on behalf of the Unaffiliated Stockholders for purposes of negotiating the terms of the Merger Agreement. However, the Board expressly adopted the analysis of the Special Committee including the Special Committee’s consideration of the substantive and procedural fairness of the transaction, including its receipt and review of the fairness opinion provided by Lincoln and its approval of the material factors and concurrence with the conclusions set forth therein, among other factors considered, in the course of reaching its determination and recommendations discussed above under “Special Factors—Reasons for the Merger.”

Position of the PureTech Entities as to the Fairness of the Merger

Under the SEC rules governing “going-private” transactions, each of Parent and PureTech Health plc (collectively, “Puretech Entities”) is an affiliate of the Company and, therefore, is required to express its beliefs as to the fairness of the Merger to the Unaffiliated Stockholders. The PureTech Entities are making the statements included in this section solely for purposes of complying with the requirements of Rule 13e-3 and related rules and regulations under the Exchange Act. However, the view of the PureTech Entities as to the fairness of the Merger should not be construed as a recommendation to any Gelesis Stockholder as to how that stockholder should vote on the Merger Proposal. The PureTech Entities have interests in the Merger that are different from, and in addition to, the Unaffiliated Stockholders.

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The PureTech Entities believe that the interests of the Unaffiliated Stockholders were properly represented by the Special Committee, which negotiated the terms and conditions of the Merger Agreement on behalf of the Unaffiliated Stockholders and retained legal and financial advisors to advise the Special Committee with respect to matters relating to the Merger Agreement and the Merger. The PureTech Entities did not participate in the deliberation of the Special Committee or the Board regarding, nor did they receive advice from the legal or other advisors to the Special Committee and the Board as to, the fairness of the Merger. The PureTech Entities have not performed, or engaged a financial advisor to perform, any valuation or other analysis for the purposes of assessing the fairness of the Merger to the Unaffiliated Stockholders. The PureTech Entities have not received any report, opinion or appraisal from any outside party materially related to the Merger, including any report, opinion or appraisal relating to the fairness of the Merger to the Unaffiliated Stockholders or the PureTech Entities.

Based on, among other things, the factors considered by, and the analysis and resulting conclusions of, the Board discussed in the section of this proxy statement entitled “Special Factors – Reasons for the Merger” (which analysis and resulting conclusions the PureTech Entities adopt), the PureTech Entities believe that the Merger is substantively fair to the Unaffiliated Stockholders. In particular, the PureTech Entities considered the following:

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The PureTech Entities further believe that the Merger is procedurally fair to the Unaffiliated Stockholders based upon, among other things, the following factors:

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The PureTech Entities also considered a variety of risks and other countervailing factors related to the substantive and procedural fairness of the proposed Merger, including:

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The foregoing discussion of the information and factors considered and given weight by the PureTech Entities in connection with the fairness of the Merger is not intended to be exhaustive but is believed to include all material factors considered by them. The PureTech Entities did not find it practicable to, and did not, quantify or otherwise attach relative weights to the foregoing factors in reaching their conclusion as to the fairness of the Merger. Rather, the PureTech Entities reached their position as to the fairness of the Merger after considering all of the foregoing as a whole. The PureTech Entities believe these factors provide a reasonable basis upon which to form their position regarding the fairness of the Merger to the Unaffiliated Stockholders. This position should not, however, be construed as a recommendation to any Gelesis Stockholder to approve the Merger Agreement. The PureTech Entities make no recommendation as to how Gelesis Stockholders should vote their shares relating to the Merger. The PureTech Entities attempted to negotiate the terms of a transaction that would be most favorable to them, and not to the Unaffiliated Stockholders, and, accordingly, did not negotiate the Merger Agreement with a goal of obtaining terms that were fair to such stockholders.

The PureTech Entities did not consider net book value, which is an accounting concept, because, in the PureTech Entities’ view, net book value is indicative of neither the Company’s market value nor its value as a going concern, but rather is an indicator of historical costs.

In their consideration of the fairness of the proposed Merger, the PureTech Entities did not appraise the assets of the Company to determine the liquidation value of the Company because, among other reasons, (i) they believe that a liquidation generally results in proceeds substantially less than the sale of a going concern, (ii) determining a liquidation value was impracticable given the significant execution risk involved in a liquidation, (iii) the PureTech Entities considered the Company a viable going concern and (iv) the Company will continue to operate its business following the Merger.

The PureTech Entities did not seek to establish a pre-Merger going concern value for the Company Common Stock to determine the fairness of the Merger Consideration to the Unaffiliated Stockholders because following the Merger, the Company will have a significantly different capital and cost structure, which will result in different opportunities and risks for the business as a private company.

Opinion of Lincoln International LLC

Summary of Opinion

The Special Committee retained Lincoln to provide an opinion to the Special Committee as to whether the Merger Consideration (as defined in the Merger Agreement) to be received by the Company Stockholders, other than holders of Excluded Shares and Dissenting Shares (as defined in the Merger Agreement), in the Merger Transactions is fair, from a financial point of view, to such Gelesis Stockholders (the “Opinion”). The Special Committee selected Lincoln because Lincoln is a reputable investment banking firm with substantial experience advising companies, including life sciences companies, boards of directors, and special committees. Lincoln, as part of its investment banking business, is continuously engaged to provide financial advisory services, including fairness opinions and valuations of businesses and their securities in connection with mergers and acquisitions, private placements and valuations for corporate and other purposes.

On June 11, 2023, Lincoln delivered its opinion to the Special Committee that, as of the date of such opinion, and subject to and based on the assumptions, limitations, qualifications, conditions and other matters set forth therein, the Merger Consideration to be received by the Gelesis Stockholders, other than holders of Excluded Shares and Dissenting Shares, in the Merger Transactions is fair, from a financial point of view, to such Company Stockholders.

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Lincoln’s opinion was directed to the Special Committee (in its capacity as such) and only addressed the fairness of the Merger Consideration to be received by the Gelesis Stockholders, other than holders of Excluded Shares and Dissenting Shares, in the Merger Transactions, and did not address any other terms, aspects or implications of the Merger Transactions, or any agreements, arrangements or understandings entered into in connection with the Merger Transactions or otherwise (including, without limitation, the Bridge Financing (as defined below) facilities announced prior to and in conjunction with the Merger Transactions). The Opinion was authorized for issuance by the Fairness Opinion Committee of Lincoln. The summary of Lincoln’s opinion in this proxy statement is qualified in its entirety by reference to the full text of its written opinion, which is attached as Appendix B to this proxy statement and which describes the assumptions, limitations, qualifications, conditions and other matters considered by Lincoln in connection with the preparation of its opinion. Neither Lincoln’s opinion nor the summary of its opinion and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Board, the Special Committee, the Company or any security holder as to how to act or vote on any matter relating to the Merger Transactions or otherwise. Security holders are urged to read the entire opinion carefully and in its entirety for a discussion of the procedures followed, assumptions made, matters considered, limitations of the review undertaken by Lincoln in connection with the Opinion, as well as other qualifications contained in the Opinion.

In connection with rendering its opinion, Lincoln, among other things:

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In performing its analyses and rendering the Opinion with respect to the Merger Transactions, Lincoln has, with the Special Committee’s and the Company’s consent:

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Lincoln informed the Special Committee that to the extent that any of the foregoing assumptions or any of the facts on which the Opinion is based prove to be untrue in any material respect, the Opinion cannot and should not be relied upon.

Lincoln’s opinion was necessarily based on financial, economic, market and other conditions as they existed on and the information made available to Lincoln as of the date of the Opinion. Although subsequent developments may affect the Opinion, Lincoln does not have any obligation to update, revise or reaffirm the Opinion.

Lincoln did not evaluate the Company’s solvency and was not requested to make, and did not make, an independent evaluation or appraisal of the assets or liabilities (contingent, derivative, off-balance sheet or otherwise) of the Company or any of its subsidiaries, nor was Lincoln furnished with any such evaluations or appraisals. Lincoln also did not express any view or opinion as to the impact of the Merger Transactions on the solvency or the viability of the Company or its ability to pay its obligations when they come due. Lincoln was not requested to, nor did Lincoln, participate in the negotiation or structuring of the Merger Transactions (or any related transaction or financing including, without limitation, the Bridge Financing). Lincoln was not requested to, nor did Lincoln, initiate any discussions with, solicit any indication of interest from, third parties with respect to the Merger Transactions, the assets, businesses or operation of the Company, or seek any alternatives to the Merger Transactions. Lincoln assumed that the terms of the Merger Transactions are the most beneficial terms, from the perspective of the Gelesis Stockholders (other than holders of Excluded Shares and Dissenting Shares) that could, under the circumstances, be negotiated among the parties to the Merger Transactions.

The Opinion (i) did not address the underlying business decision of the Board, the Special Committee, the Company or any other party to proceed with or effect the Merger Transactions or the relative merits of the Merger Transactions as compared to other transaction structures, transactions or business strategies that may be available to the Company or the effect of any other transaction in which the Company might engage, and did not address whether the Merger Consideration to be received is the best possibly attainable under the circumstances (instead, it merely stated whether the Merger Consideration to be received by the Gelesis Stockholders (other than holders of Excluded Shares and Dissenting Shares) in the Merger Transactions is within a range suggested by certain financial analyses), (ii) did not address or constitute a recommendation regarding the decision of the Company, the Board or the Special Committee to authorize the execution of any agreements relating to the Merger Transactions, or to engage in the Merger Transactions, (iii) did not constitute advice or a recommendation to the Board, Special Committee, or any security holder as to how they should act or vote with respect to any matter relating to the Merger Transactions or otherwise, or whether to proceed with the Merger Transactions or any related transaction, (iv) did not address the relative merits of the Merger Transactions as compared to any alternative business strategies that might exist for the Company or any other party or the effect

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of any other transaction in which the Company or any other party might engage, (v) did not address the tax or legal consequences of the Merger Transactions to the Company, the Gelesis Stockholders, or any other party, (vi) did not address the solvency, creditworthiness or fair value of any member of the Company, the Company or any other participant in the Merger Transactions under any applicable laws relating to bankruptcy, insolvency, fraudulent conveyance or similar matters, (vii) did not address any terms or conditions relating to the Bridge Financing or any related agreements or documents (although the financial analyses on which the Opinion is based took into account, among other things, the dilution resulting from the Bridge Financing), and (viii) only addressed the fairness from a financial point of view of the Merger Consideration to be received by the Gelesis Stockholders (other than holders of Excluded Shares and Dissenting Shares) in the Merger Transactions and did not address any other terms, aspects or implications of the Merger Transactions, or any agreements, arrangements or understandings entered into in connection with the Merger Transactions or otherwise. Lincoln expressed no opinion as to the fairness of any portion or aspect of the Merger Transactions to (i) the holders of any class of securities, creditors or other constituencies of the Company, or any other party, or (ii) any one class or group of the Company’s security holders, creditors or other constituencies vis-à-vis any other class or group of the Company’s security holders, creditors or other constituents (including, without limitation, the allocation of any Merger Consideration among or within such classes or groups of security holders, creditors or other constituents). The decision as to whether to proceed with the Merger Transactions or any related transaction depends on an assessment of various factors, some of which are unrelated to the financial analyses on which the Opinion is based.

Lincoln expressed no opinion as to what the market price or value of the stock of the Company would be after the announcement of the Merger Transactions. The Opinion should not be construed as a valuation opinion, credit rating, solvency opinion, an analysis of the Company’s credit worthiness, as tax advice, or as accounting advice. Lincoln also expressed no opinion about the amount or nature of any compensation or equity arrangement to be given to the Company’s officers, directors or employees, or class of such persons, in connection with the Merger Transactions relative to the Merger Consideration in the Merger Transactions, or with respect to the fairness of any such compensation. Lincoln did not make, and assumed no responsibility to make, any representation, or render any opinion, as to any legal matter.

It is understood that the Opinion is solely for the use and benefit of the Special Committee in connection with the Merger Transactions. Lincoln has consented to the inclusion of the Opinion in its entirety and the description thereof in this proxy statement. The Opinion does not create any fiduciary duty on the part of Lincoln to the Company, the Board, the Special Committee, the Gelesis Stockholders or any other party.

The Opinion was only one of the many factors considered by the Special Committee in its evaluation of the Merger Transactions and should not be viewed as determinative of the views of the Special Committee with respect to the Merger Transactions or the Merger Consideration.

Lincoln Presentation

Lincoln delivered a presentation to the Special Committee on June 11, 2023 (the “Lincoln Presentation”). The summary of the Lincoln Presentation in this proxy statement is qualified in its entirety by reference to the full text of the Lincoln Presentation, a copy of which has been attached as an exhibit to the transaction statement on Schedule 13E-3. For further information regarding the Management Projections, see the section of this proxy statement entitled “Certain Prospective Financial Information—Unaudited Financial Forecasts”.

Neither the Lincoln Presentation nor the summary thereof and the related analyses set forth in this proxy statement are intended to be, and do not constitute, advice or a recommendation to the Special Committee, the Board, any security holder or any other party as to how to act or vote with respect to any matter relating to the Merger or otherwise or any form of assurance by Lincoln as to the condition of the Company. The decision as to whether to proceed with the proposed Merger or any related transaction may depend on an assessment of factors unrelated to the financial analyses on which the Lincoln Presentation was based.

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The Lincoln Presentation does not constitute an opinion of Lincoln with respect to the Merger Consideration. The Lincoln Presentation was necessarily based on financial, economic, market and other conditions as they existed and as could be evaluated by Lincoln as of the date on which Lincoln performed such analyses.

Summary of Lincoln’s Financial Analysis

Set forth below is a summary of the material financial analyses reviewed by Lincoln with the Special Committee of the Board on June 11, 2023 in connection with rendering the Opinion. The following summary, however, does not purport to be a complete description of the analyses performed by Lincoln. The order of the analyses described, and the results of these analyses, do not represent relative importance or weight given to these analyses by Lincoln. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data that existed on or before June 11, 2023 and is not necessarily indicative of current market conditions.

The following summary of Lincoln’s financial analyses includes information presented in tabular format. The preparation of a fairness opinion is a complex process that involves various determinations as to appropriate and relevant methods of financial analysis and the application of these methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. Several financial analyses were employed and no one method of analysis should be regarded as critical to the overall conclusion reached. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect the value of particular techniques. Each of the analyses conducted was carried out to provide a particular perspective of the Merger Consideration or the value of the Company. In order to fully understand the analyses, the tables must be read together with the full text of each summary. The tables are not intended to stand alone and alone do not constitute complete analyses. Considering the tables below without considering the full narrative description of Lincoln’s financial analyses, including the methodologies and assumptions underlying such analyses, could create a misleading or incomplete view of such analyses. Lincoln did not form a conclusion as to whether any individual analysis, when considered in isolation, supported or failed to support its opinion as to the fairness of the Merger Consideration. Lincoln did not place any specific reliance on any individual analysis, but concluded that all of its analyses and factors, taken as a whole, and the application of its own experience and professional judgment, supported its opinion.

Lincoln may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. Furthermore, Lincoln’s analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the acquisition, public trading or other values of the companies or transactions used, including judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of the Company and Lincoln. These analyses do not purport to be appraisals or to necessarily reflect the prices at which the business or securities actually may be sold. Any estimates contained in these analyses are not necessarily indicative of actual future results, which may be significantly more or less favorable than those suggested by such estimates. Accordingly, estimates used in, and the results derived from, Lincoln’s analyses are inherently subject to substantial uncertainty, and Lincoln assumes no responsibility if future results are different from those forecasted in such estimates.

Discounted Cash Flow Analysis

Lincoln performed a discounted cash flow analysis of the Company. A discounted cash flow analysis is a valuation methodology used to derive an intrinsic valuation of a company by calculating the present value of its estimated future cash flows. Lincoln performed a discounted cash flow analysis of the projected unlevered free cash flows of the Company for the fiscal years ending December 31, 2023 through December 31, 2028. Lincoln defined “free cash flow” as cash generated by the Company that is available either to reinvest, service debt, or distribute to security holders. The discounted cash flow analysis was used to determine the net present value of

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projected unlevered free cash flows utilizing a cost of capital deemed appropriate for the discount rate. For purposes of its discounted cash flow analysis, Lincoln utilized and relied upon the Management Projections, which provided a financial forecast for the fiscal years 2023 through 2028, and other financial information provided by Management. For further information regarding the Management Projections, see the section of this proxy statement entitled “Special Factors—Background of the Merger”.

Lincoln calculated the Company’s projected unlevered free cash flows by taking earnings before interest, taxes, depreciation and amortization (“EBITDA”), estimating taxes using a 26.0% tax rate, adding back tax depreciation, and subtracting capital expenditures and changes in net working capital. Lincoln determined the net present value of the projected unlevered free cash flows using costs of capital deemed appropriate for the fiscal years 2023 through 2028 discrete cash flows and the Terminal Value (as defined below). The discount rates were selected based on the application of Lincoln’s professional judgment and experience and reflected the relative risk associated with the Management Projections as well as the rates of return that investors could expect to realize on alternative investment opportunities with similar risk profiles to the Company. Lincoln’s selected discount rates for the fiscal years 2023 through 2028 discrete period, which ranged from 32.50% to 37.50%, were based on estimated rates of return for high growth companies in a pre-IPO stage of development. The discrete discount rate range was selected giving consideration to market based and company specific risks, including the high degree of risk associated with the Company’s business model transition and the high level of growth inherent in the Management Projections. To reflect the long-term, normalized risk profile of the Company, Lincoln calculated the Company’s terminal value (the “Terminal Value”) using the Gordon Growth perpetuity formula employing (i) a terminal discount rate of 12.25% selected using a capital asset pricing model with beta and capital structure assumptions derived from the selected public companies (referenced below), and (ii) a 0.0% terminal growth rate based on the lower revenue growth expectations for the Company beyond 2028 as certain of the Company’s patents begin to expire. The Terminal Value was further discounted to present value utilizing the aforementioned range of discrete discount rates. Lincoln also benchmarked and compared the implied terminal EBITDA and revenue multiples in respect of the Terminal Value with those observed as part of the Selected Public Companies Analysis and Selected M&A Transactions Analysis discussed below.

Based on these assumptions, Lincoln’s discounted cash flow analysis estimated an implied enterprise value range for the Company of $67.0 million to $91.0 million.

Selected Public Companies Analysis

Lincoln did not directly utilize a selected public companies analysis to estimate the enterprise value of the Company due to the business model transition the Company is currently pursuing. Management projects, as result of this transition, declining financial performance through the end of 2023 before revenue growth is projected by Management to accelerate following the Company’s contemplated over-the-counter product launch in 2024. However, Lincoln reviewed publicly available information related to the selected public companies listed below. Although none of the selected public companies is directly comparable to the Company, Lincoln identified certain public consumer weight loss and consumer health and wellness companies (none of which became public companies through a business combination with a special purpose acquisition company) and compared them to the Company, primarily in terms of their operations, geographic footprint, size, and historical and projected financial performance. Lincoln also performed comparisons across a range of financial metrics, such as revenue growth, EBITDA growth, and EBITDA margin. Lincoln analyzed the selected public companies listed below:

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The tables below summarize observed historical and projected financial performance for the selected public companies and implied trading multiples of enterprise value to last 12 months (“LTM”) EBITDA and LTM revenue, in each case, as of June 9, 2023. The revenue and EBITDA projections for fiscal year 2023 for the selected public companies were derived based on certain publicly available historical financial data and equity research analyst estimates for the selected public companies.

Selected Public Companies Analysis

Source: S&P Capital IQ, company filings, investor presentations, and Management Projections

None of the selected public companies was perfectly comparable to the Company.

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Selected M&A Transactions Analysis

Lincoln also did not utilize a selected M&A transactions analysis as a direct valuation method due to similar factors as considered for the selected public companies analysis. Lincoln reviewed publicly available information related to selected mergers and acquisitions transactions listed in the table below. None of the acquisition targets that were included in the selected transactions were the result of a business combination with a special purpose acquisition company. The selection of these transactions was based on, among other things, the target company’s involvement in the consumer weight loss and consumer health and wellness sectors, the relative size of the transactions, and the availability of public information related to the selected transactions. The table below summarizes observed historical multiples of enterprise value to LTM revenue and LTM EBITDA for the target companies in the selected M&A transactions. The LTM revenue and LTM EBITDA figures for the target companies were obtained based on certain publicly available historical financial data for the selected M&A transactions.

Selected M&A Transactions Analysis

Source: S&P Capital IQ, company filings

No company or transaction utilized in the selected M&A transactions analysis was perfectly comparable to the Company or the Merger Transactions.

Summary of Selected Public Companies / Selected M&A Transactions Analyses

As previously discussed, Lincoln did not utilize a market approach as a direct valuation method but did benchmark and compare the implied terminal EBITDA and revenue multiples from the Discounted Cash Flow Analysis with the observed multiples of the selected public companies and selected M&A transactions by taking into consideration historical and projected financial performance metrics of the Company relative to such metrics of the selected public companies and selected M&A transactions, including, but not limited to, the size of the Company on a revenue and EBITDA basis, historical, estimated and projected EBITDA margins compared to the selected public companies, and historical, estimated and projected revenue and EBITDA growth compared to the selected public companies.

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Summary of Analysis

Lincoln estimated a range of implied enterprise values for the Company derived from its discounted cash flow analysis of $67.0 million to $91.0 million.

Lincoln then calculated a range of estimated aggregate implied equity values of the Company by adding in the below Management provided adjustments, resulting in a range of estimated aggregate implied equity values for the Company of $3.5 million to $28.5 million.

Lincoln then divided the range of estimated aggregate implied equity values by the number of shares of Company Common Stock outstanding which, after adjusting the Management calculated 61,794,267 shares outstanding for all outstanding warrants, options and restricted stock units using the treasury stock method, was 142,829,097 fully diluted shares on the low end and 273,082,492 fully diluted shares on the high end as of June 8, 2023, resulting in a range of estimated aggregate implied equity values for the Company of $0.02 to $0.10 per share of Company Common Stock. Lincoln then compared such range to the Merger Consideration of $0.06 per share.

Miscellaneous

Other than in connection with The Opinion, no other fees have been paid to Lincoln and its affiliates by any party to the Merger Transactions during the two years prior to the date of the Opinion, nor is any compensation mutually understood to be contemplated. Lincoln received customary fees from the Company for its services, in the amount of $300,000, $150,000 of which was paid upon Lincoln’s retention, and the balance of which was paid upon Lincoln’s delivery of the Opinion in written form. No portion of Lincoln’s fee was contingent upon either the conclusion reached therein or the consummation of the Merger Transactions. In addition, the Company agreed to indemnify Lincoln and certain related parties against certain liabilities, and to reimburse Lincoln for certain expenses, arising in connection with or as a result of Lincoln’s engagement. Lincoln and its affiliates provide a range of investment banking and financial services and, in that regard, Lincoln and its affiliates may in the future provide investment banking and other financial services to the Company or PureTech and each of their affiliates, for which Lincoln and its affiliates would expect to receive compensation.

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Certain Prospective Financial Information

Gelesis does not as a matter of course make public long-term forecasts as to future sales, earnings, or other results due to, among other reasons, the uncertainty of the underlying assumptions and estimates. As a result, Gelesis does not endorse the financial projections for Gelesis for the years ending December 31, 2023 through December 31, 2028 as a reliable indication of future results. However, as described in the section of this proxy statement entitled “Special Factors–Background of the Merger” in this proxy statement, in connection with the Merger, Gelesis’ management prepared the Management Projections set forth below, which Gelesis made available and utilized in connection with the Merger. Specifically, the Management Projections were reviewed by the Board in November 2022 and provided to and considered by the Special Committee in April 2023 in connection with its evaluation of the Merger. On May 8, 2023, a formula error was identified in the Management Projections. Such error only related to a reconciliation of Net Income to Adjusted EBITDA and had no impact on any of the financial projection numbers, which was then shared with the Special Committee and the Board in connection with the Special Committee’s subsequent review of the Opinion. In addition, the Management Projections were provided to Lincoln, and with the consent of the Special Committee, Lincoln used, and relied upon, the Management Projections in connection with its financial analyses and opinion described in the section of this proxy statement entitled “Special Factors–Opinion of Lincoln International LLC” in this proxy statement. The Management Projections were also made available to PureTech prior to signing the Merger Agreement.

The inclusion of this information should not be regarded as an indication that Gelesis or its advisors or other representatives or any other recipient of this information (including Lincoln) considered, or now considers, it to be necessarily predictive of actual future performance or events, or that it should be construed as financial guidance, and such summary forecasts set forth below should not be relied on as such. The Management Projections are not being included in this proxy statement in order to influence any Gelesis Stockholder to vote in favor of the Merger or any proposal. The Management Projections may differ from publicized analyst estimates and the Management Projections and, in each instance, do not take into account any events or circumstances after the date they were prepared, including the announcement of the Merger.

The Management Projections were prepared solely for internal use, are subjective in many respects and were based solely upon information available to Gelesis’ management at the time of their preparation.

Although presented with numeric specificity, the Management Projections reflect estimates and assumptions (discussed below) that were deemed to be reasonable as of the respective dates the estimates and assumptions were made, but are inherently uncertain and may be beyond the control of Gelesis’ management. The Management Projections were prepared by Gelesis’ management based on certain estimates and assumptions with respect to general business, economic, competitive, regulatory and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond Gelesis’ control. As a result, there can be no assurance that any of the Management Projections accurately reflect future trends or accurately estimate the future market for Gelesis’ products and product candidates. All assumptions made in preparing the Management Projections continue to reflect Gelesis’ management’s views of Gelesis’ future performance other than the assumption that Gelesis would receive over-the-counter clearance for Plenity before the end of fiscal year 2023 (as described below). Given the feedback received from the FDA in its June 2023 deficiency letter, Gelesis’ management expects to obtain over-the-counter clearance by the end of Q1 2024.

Assumptions underlying the Management Projections consist of the following:

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The Management Projections reflect both assumptions as to certain business decisions that are subject to change and, in many respects, subjective judgment, and thus are susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. Gelesis can give no assurance that the Management Projections and the underlying estimates and assumptions will be realized or that future actual financial results will not materially vary from those estimated in the Management Projections.

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In addition, the Management Projections are inherently forward-looking and cover multiple years, and such information by its nature becomes less predictive with each successive year. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the Management Projections to be inaccurate include, but are not limited to, risks and uncertainties relating to Gelesis’ business and execution, industry performance, the regulatory environment, and general business and economic conditions, the timing and result of the FDA’s review of Gelesis’ submission of K230133/S001 and other matters described in the section entitled “Cautionary Statement Regarding Forward-Looking Information” in this proxy statement and other risk factors referenced in this proxy statement and as set forth in Gelesis’ reports filed with the SEC.

The Management Projections were not prepared with a view toward public disclosure, nor were they prepared with a view toward compliance with GAAP, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial information, but, in the view of Gelesis’ management, were prepared on a reasonable basis, reflect the best estimates and judgments then available, and present, to the best of Gelesis’ management’s knowledge and belief, the then-expected course of action and financial performance of Gelesis. Neither Gelesis’ independent registered public accounting firm nor any other independent accountants have compiled, examined, or performed any procedures with respect to the Management Projections contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and they assume no responsibility for, and disclaim any association with, the Management Projections. The report of the independent registered public accounting firm of Gelesis contained in its Annual Report on Form 10-K for the year ended December 31, 2022 relates to historical financial information of Gelesis, and such report does not extend to the Management Projections included below and should not be read to do so. The Management Projections set forth in this proxy statement have been prepared by, and are the responsibility of, Gelesis’ management.

Furthermore, the Management Projections do not take into account any circumstances or events occurring after the date they were prepared. Gelesis can give no assurance that, had the Management Projections been prepared either as of the date of the Merger Agreement or as of the date of this proxy statement, similar estimated and assumptions would be used. Except as required by applicable securities laws, Gelesis does not intend to, and disclaims any obligation to, make publicly available any update or other revision to the Management Projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, including with respect to the accounting treatment of the Merger Transactions under GAAP, or to reflect changes in general economic or industry conditions.

The Management Projections were prepared prior to the execution of Amendment No. 2 to the NPA and do not take into account Amendment No. 2 nor Amendment No. 1 to the NPA, any other financing which Gelesis might receive in connection with the Merger, or the effect on Gelesis of any possible failure of the Merger to occur. None of Gelesis or its affiliates, officers, directors, advisors, or other representatives or any other person (including Lincoln) have made, make or are authorized in the future to make, any representation to any Gelesis Stockholder or other person regarding Gelesis’ ultimate performance compared to the information contained in the Management Projections or that the forecasted results will be achieved. The inclusion of the Management Projections should not be deemed an admission or representation by Gelesis, its advisors or any other person (including Lincoln) that the Management Projections are viewed as material information of Gelesis, particularly in light of the inherent risks and uncertainties associated with such forecasts. The summary of the Management Projections included below is not being included to influence your decision whether to vote to approve the Merger or any other matter for which Gelesis is soliciting proxies from the Gelesis Stockholders, but is being provided solely because certain of such information was among the financial information made available to and utilized with the Special Committee’s and the Board’s respective evaluation of the Merger.

In light of the foregoing, and considering the uncertainties inherent in any forecasted information, Gelesis Stockholders are cautioned not to place undue, if any, reliance on the Management Projections, and Gelesis urges all Gelesis Stockholders to review Gelesis’ most recent SEC filings for a description of Gelesis’ reported financial results. See the section of this proxy statement entitled “Where You Can Find More Information” for more information.

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Unaudited Financial Forecasts

The following table summarizes Gelesis’ management’s Management Projections:

In addition, Lincoln utilized and relied upon the risk-adjusted unlevered free cash flows for fiscal years 2023 through 2028 in its discounted cash flow analysis, which were calculated solely based on the Management Projections provided by Gelesis management and approved for Lincoln’s use by the Special Committee and the Board. The following is a summary of the risk-adjusted unlevered free cash flows, which were calculated and presented in Lincoln’s materials as earnings before interest expenses, and amortization, less tax expense, plus tax depreciation, less capital expenditures, less changes in net working capital, based on the Management Projections.

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In light of the foregoing factors and uncertainties inherent in the Management Projections, stockholders are cautioned not to place undue, if any, reliance on the Management Projections.

Important Information Regarding the Management Projections

Each of Adjusted EBITDA and Risk Adjusted Unlevered Free Cash Flow contained in the Management Projections above are a “non-GAAP financial measure,” which is a financial performance measure that is not calculated in accordance with GAAP. The SEC rules, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the Merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by Lincoln for purposes of its opinion or by the Special Committee or the Board in connection with their respective evaluations of the Merger. Accordingly, Gelesis has not provided a reconciliation of the financial measures included in the unaudited financial forecasts to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Gelesis may not be comparable to similarly titled amounts used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP.

GELESIS DOES NOT INTEND TO, AND DISCLAIMS ANY OBLIGATION TO, UPDATE, CORRECT OR OTHERWISE REVISE THE UNAUDITED FINANCIAL FORECASTS TO REFLECT CIRCUMSTANCES EXISTING AFTER THE DATE OF THE MERGER AGREEMENT OR TO REFLECT THE OCCURRENCE OF FUTURE EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE ASSUMPTIONS UNDERLYING THE UNAUDITED FINANCIAL FORECASTS ARE NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM).

Purpose and Reasons of Gelesis for the Merger

Gelesis’ purpose for engaging in the Merger is to enable its stockholders to receive the Merger Consideration, which represents a premium of approximately 277.6% to the closing price of Company Common Stock on June 12, 2023, the last trading day prior to the date of the Merger Agreement. The Board believes that the Merger provides the best opportunity to maximize stockholder value. Gelesis has determined to undertake the Merger at this time based on the analyses, determinations and conclusions of the Board described in detail above under the section of this proxy statement entitled “Special Factors—Reasons for the Merger” beginning on page 46.

Purpose and Reasons of the PureTech Entities for the Merger

Under the SEC rules governing “going-private” transactions, each of the Puretech Entities is an affiliate of the Company and, therefore, is required to express its reasons for the Merger to the Unaffiliated Stockholders, as defined in Rule 13e-3 of the Exchange Act. The PureTech Entities are making the statements included in this section solely for the purpose of complying with the requirements of Rule 13e-3 and related rules under the Exchange Act.

For the PureTech Entities, the primary purposes of the Merger are to allow Parent to avoid the costs and uncertainties of a bankruptcy filing by the Company (including, without limitation, the adverse impact that such filing would likely have on the Company’s ongoing operations and employees), to protect Parent’s position as the senior secured debtholder of the Company, to realize potential long-term value of the Company, to continue the commercialization efforts for Plenity, a product which Parent believes has an important place in the market for patients due to its safety and tolerability profile and comparative affordability and to operate the Company as a

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private company. If the Merger is completed, the Company will become a wholly-owned subsidiary of Parent. The PureTech Entities believe that it is best for the Company to operate as a privately held company in order to allow the Company greater operational flexibility and to focus on its business objectives without the constraints and distractions caused by the additional time and expense of operating as a public reporting company, the Company’s liquidity problems and the public equity market’s valuation of Company Common Stock. Moreover, the PureTech Entities believe that the Company’s future business prospects can be improved through the active participation of Parent in the Company’s management and strategic initiatives. The PureTech Entities believe that structuring the transaction as a merger is preferable to other transaction structures, because it (1) will enable Parent to acquire all of the shares of Company Common Stock at the same time, (2) will allow the Company to cease to be a publicly registered and reporting company and (3) represents an opportunity for the Unaffiliated Stockholders to receive the Merger Consideration in cash, without interest and less any applicable withholding taxes, subject to and in accordance with the terms and conditions of the Merger Agreement.

The PureTech Entities considered purchasing the U.S. assets of the Company through a voluntary bankruptcy court process in the event the Company initiated a bankruptcy process. However, because of the uncertainty of a bankruptcy process, the time and potential cost associated with a Gelesis bankruptcy and the PureTech Entities’ desire to secure the continuity of the Company’s operations, the PureTech Entities decided that the Merger is the most efficient and effective way to acquire the Company.

Plans for the Company After the Merger

Following the completion of the Merger, the PureTech Entities anticipate that the Company will continue its current operations substantially as they are currently being conducted in all material respects, except that the Company will be an indirect wholly-owned subsidiary of Parent rather than an independent public company. Following the completion of the Merger, the registration of the Company Common Stock under the Exchange Act and the Company’s reporting obligations under the Exchange Act will be terminated upon application to the SEC. In addition, upon completion of the Merger, Company Common Stock will no longer be traded over-the-counter, and price quotations will no longer be available for Company Common Stock. The Company will no longer be subject to the obligations and constraints or the related direct and indirect costs associated with having publicly traded equity securities.

Following the Merger, the PureTech Entities intend to seek (i) collaborations for the continued commercialization of Plenity and (ii) additional funding for the Company from external investors. The PureTech Entities are currently conducting a review of the Company and its business and operations with a view towards determining how to position the Company for growth and success as a private company (including by reducing the Company’s costs and expenses following the Merger), and expect to complete such review following completion of the Merger. The PureTech Entities expressly reserve the right to make any changes they deem appropriate in light of such review or in light of future developments.

At the Effective Time, (i) the managers of Merger Sub immediately prior to the Effective Time will be the managers of the Surviving Company and (ii) the officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Company, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable law or until their earlier death, resignation or removal.

As of the date of this proxy statement, other than the Merger and except as described above or elsewhere in this proxy statement, the PureTech Entities have no current intentions, plans, proposals or negotiations that would relate to or result in any of the following:

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Certain Effects of the Merger

If the Merger Proposal is approved, and all the conditions to the Closing are satisfied or waived, Gelesis will merge with and into Merger Sub, with Merger Sub surviving as a wholly owned subsidiary of Parent. As a result of the Merger, Gelesis will cease to be a publicly traded company and you will not own any of the shares of the capital stock of the Surviving Company. Upon the completion of the Merger, the Company Common Stock will cease trading on the OTC Market and will be deregistered under the Exchange Act, the Public Warrants are intended to be deregistered under the Exchange Act and neither we nor the Surviving Company will file periodic reports with the SEC on account of the Company Common Stock, Public Warrants or otherwise. If the Merger is not completed, Gelesis will remain a stand-alone independent publicly traded company, the Company Common Stock will continue to be traded on the OTC Market and Gelesis Stockholders will remain Gelesis Stockholders.

The Merger Agreement further provides that from the date of the Merger Agreement to the seventh business day prior to the Special Meeting of the Gelesis Stockholders, Parent has the right, but not obligation, to determine to change the structure of the Merger, such that Merger Sub will merge with and into Gelesis, with Gelesis continuing as the Surviving Company and a wholly owned subsidiary of Parent, and upon such determination, the parties will enter into an amendment to the Merger Agreement to effectuate such structural change.

Treatment of Gelesis Warrants

At or immediately prior to the Effective Time, the CMS Warrant will, in accordance with the terms of the CMS Warrant Agreement, automatically and without any required action on the part of the holder thereof, cease to represent a warrant exercisable for 400,000 shares of Company Common Stock and be exchanged for an amount equal to 400,000 multiplied by the difference between (i) the Merger Consideration and (ii) the $0.01 exercise price per share, or total aggregate consideration equal to $18,656.

At or immediately prior to the Effective Time, each outstanding One S.r.l. Warrant will, in accordance with the terms of the One S.r.l. Warrant Agreement, automatically and without any required action on the part of the holder thereof, cease to represent a warrant exercisable for share of Company Common Stock and be exchanged for, with respect to each share of Company Common Stock underlying such One S.r.l. Warrant, an amount of consideration equal to $0.01, based on the difference of (i) $1.46 minus (ii) the $1.45 exercise price per share. The parties to the Merger Agreement agreed that $1.46 represents the Gross Consideration (as defined in the One S.r.l. Warrant) in respect of such Warrant.

At or immediately prior to the Effective Time of the Merger, each PureTech Warrant will be canceled automatically and will cease to exist, and no consideration will be paid in exchange therefor.

At or immediately prior to the Effective Time, each Gelesis Warrant will automatically and without any required action on the part of the holder thereof, cease to represent a Gelesis Warrant exercisable for one share of Company Common Stock and become a warrant of the Surviving Company exercisable for the Merger Consideration that such holder would have received if such warrant had been exercised immediately prior to the Effective Time. If a registered holder thereof properly exercises the Gelesis Warrant within thirty (30) days following the public disclosure of the consummation of the Merger, the Warrant Price (as defined in the Gelesis Warrant Agreement) will be reduced by an amount (in dollars) (but in no event less than zero) equal to the difference of (i) the Warrant Price (as defined in the Gelesis Warrant Agreement) in effect prior to such reduction minus (ii) (A) the Merger Consideration minus (B) the Black-Scholes Warrant Value (as defined in the Gelesis Warrant Agreement). The result of such reduction in the Warrant Price is that the holder thereof shall have the opportunity to receive the Black-Scholes Warrant Value with respect to such Gelesis Warrant, which would have

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been equal to less than $0.01 per Public Warrant as of the close of trading on June 12, 2023. In order to receive such Black-Scholes Warrant Value, the holder of such Gelesis Warrant shall be required to validly exercise such Gelesis Warrant, including, the payment of Warrant Price in cash or, to the extent permitted or the Company elects to so require under the Warrant Agreement, the exercise of such Gelesis Warrant on a cashless basis in accordance with the terms of the Gelesis Warrant Agreement.

At the Effective Time, each Legacy Warrant, other than Legacy Warrants owned by Parent, will be deemed to have been exercised immediately prior to the consummation of the Merger and will entitle the holder thereof to receive an amount equal to the number of Legacy Warrants held by such holder multiplied by the difference between (i) the Merger Consideration and (ii) the $0.02 exercise price per share. After such deemed exercise, each such Legacy Warrant shall have no further force or effect.

Treatment of Promissory Notes

In July and August 2022, the Company issued an aggregate of $25.0 million in principal amount of 2022 Notes to certain of its existing investors, of which $15.0 million in principal amount was issued to Parent. On February 21, 2023, Parent and the Notes Issuers entered into the NPA, pursuant to which the Company issued an aggregate of $10.35 million in principal amount of Notes to Parent. See “The Note and Warrant Purchase Agreement.”

At the Effective Time, all outstanding 2022 Notes and all Notes issued to Parent pursuant to the NPA will be assumed by the Surviving Company.

Treatment of Outstanding Company Options and Company RSU Awards

Under the Merger Agreement, each outstanding Company RSU Award, whether vested or unvested, automatically and without any action on the part of any holder thereof, will be fully accelerated as of immediately prior to the Effective Time and canceled and converted as of the Effective Time into the right to receive (without interest and less applicable withholding taxes) an amount in cash equal to (i) the number of shares of Company Common Stock underlying such Company RSU Award, multiplied by (ii) the Merger Consideration.

In addition, under the Merger Agreement, each outstanding unexercised Company Option, whether vested or unvested, automatically and without any action on the part of any holder thereof, will be canceled at the Effective Time without payment of any consideration therefor.

Equity Interests of Gelesis Executive Officers and Directors

The table below sets forth information regarding the number of outstanding Company RSUs held as of June 30, 2023, by each of the individuals who are, or were at any point after January 1, 2022, Gelesis’ executive officers or non-employee directors, and the value of such Company RSU Awards based on a per share Gelesis stock price of $0.05664, which is the Merger Consideration. The number of Company Options held by each such individual has been excluded from the table below because they have exercise prices that are greater than the Merger Consideration and will be canceled for no consideration at the Effective Time.

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Severance Arrangements

Each of Yishai Zohar, David Pass, and Elliot Maltz are party to employment agreements with Gelesis which provide that in the event such Gelesis executive officer is terminated by Gelesis without “cause” (as defined in each agreement) or the Gelesis executive officer resigns for “good reason” (as defined in each agreement), subject to the Gelesis executive officer’s execution of a release of claims in favor of Gelesis and its affiliates, the Gelesis executive officer is entitled to receive (i) base salary continuation for twelve months following his termination date (subject to continued compliance with applicable restrictive covenant provisions), and (ii) subject to his copayment of premium amounts at the applicable active employees’ rate and proper election of group health plan continuation pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), monthly payments equal to the monthly employer contribution that Gelesis would have made to provide health insurance to the Gelesis executive officer if he had remained employed by Gelesis until the earliest of (A) the twelve-month anniversary of his date of termination, (B) his eligibility for group health plan benefits under any other employer’s group health plan, or (C) the cessation of his COBRA continuation rights. The employment agreements further provide that, in the event of a termination of the executive officer’s employment by Gelesis without cause or by his resignation for good reason within twelve months after a “change in control” (as defined in each employment agreement), subject to the executive officer’s execution of a release of claims in favor of Gelesis and its affiliates, in addition to the severance payments and benefits set forth in the preceding sentence, all unvested Company Options and Company RSU Awards held by the executive officer will immediately accelerate and become fully exercisable or nonforfeitable as of his date of termination.

On July 6, 2023, Mr. Maltz resigned from all positions he held with the Company, effective August 15, 2023. In connection with Mr. Maltz’ separation, the Company provided that Mr. Maltz’ outstanding unvested Company RSU Awards will remain outstanding and vest immediately prior to the Effective Time, contingent on the Effective Time occurring on or prior to December 31, 2023. No severance (other than such acceleration of unvested Company RSU Awards) was paid to Mr. Maltz in connection with his resignation.

Share Ownership

As of the close of business on [●], 2023, the Record Date for the Special Meeting, our executive officers and non-employee directors beneficially owned in the aggregate, [●] shares of Company Common Stock, representing approximately [●]% of our outstanding shares of Company Common Stock. Additional details of the voting interests of our directors and executive officers are described in the section of this proxy statement entitled “Other Important Information Regarding the Company—Security Ownership of Certain Beneficial Owners and Management” beginning on page 179.

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Indemnification and Insurance

Pursuant to the terms of the Merger Agreement, Gelesis’ directors and officers will be entitled to certain ongoing indemnification and coverage under directors’ and officers’ liability insurance policies. See the section of this proxy statement entitled “The Merger Agreement—Indemnification; Directors’ and Officers’ Insurance” beginning on page 108 for a description of such ongoing indemnification and coverage obligations.

Certain Effects of the Merger for Parent

Following the Effective Time, Parent will own all of the outstanding equity interests of the Surviving Company of the Merger and be the sole beneficiary of future earnings, growth and value, and will be the only one entitled to vote on corporate matters affecting the Surviving Company.

Following the Effective Time, the Company Common Stock will cease trading on the OTC Market and will be deregistered under the Exchange Act. Additionally, following the Effective Time, the Public Warrants are intended to be deregistered under the Exchange Act. For further information, see the section of this proxy statement entitled “Special Factors—Plans for the Company After the Merger” beginning on page 69. As such, the Surviving Company will be relieved of the requirements applicable to public companies, including the pressure to meet analyst forecasts and the requirements and restrictions on trading that directors, officers and beneficial owners of more than 10% of the shares of common stock face as a result of the provisions of Section 16 of the Exchange Act. Gelesis will also be relieved of the obligation to separately prepare and furnish information to its stockholders. Parent will benefit from any regulatory compliance cost savings realized by the Surviving Company after it becomes a private company.

The primary detriments of the Merger to Parent include the fact that all of the risk of any possible decrease in the future earnings, growth or value of the Surviving Company following the Merger will be borne by Parent. Additionally, Parent’s ownership of the Surviving Company will be illiquid, with no public trading market for such securities.

PureTech currently owns (through Parent) 16,727,582 shares of Company Common Stock, representing approximately 22.8% of all issued and outstanding shares of Company Common Stock, based on 73,335,110 shares of Company Common Stock outstanding as of June 30, 2023. As of the signing of the Merger Agreement, PureTech also has (through Parent) (i) 155,520 options to purchase shares of Company Common Stock, (ii) Legacy Warrants to purchase 216,208 shares of Company Common Stock, (iii) PureTech Warrants to purchase 259,129,542 shares of Company Common Stock and (iv) 381,329,108 shares of Company Common Stock issuable upon conversion of the Notes issued to the Parent pursuant to the NPA (assuming accrued and unpaid interest through June 30, 2023). As a result of these holdings, PureTech’s beneficial ownership of the Company Common Stock (calculated in accordance with Rule 13d-3 under the Exchange Act) is approximately 92.1%. The Company reported a net loss for the year ended December 31, 2022 of approximately $(55.8) million, or $(1.35) per share of Company Common Stock. The Company’s net book value as of December 31, 2022 (reflected on the Company’s balance sheet as stockholders’ deficit) was approximately $(25.1) million, or $(0.34) per share of Company Common Stock. Based on PureTech’s beneficial ownership of 92.1% of the Company Common Stock, PureTech’s indirect proportionate interest in the Company’s net loss for the year ended December 31, 2022 was approximately $(51.3) million and PureTech’s indirect proportionate interest in the Company’s net book value at December 31, 2022 was approximately $(23.1) million. When the Merger is completed, PureTech will beneficially own 100% of the outstanding Company Common Stock and will have a corresponding 100% interest in the Company’s net income or net loss (a net loss of $(55.8) million for the year ended December 31, 2022 and a 100% interest in the Company’s net book value of $(25.1) million as of December 31, 2022).

Certain Effects on Gelesis if the Merger is not Completed

If the Merger Proposal is not approved by the Gelesis Stockholders or if the Merger is not completed for any other reason, the Gelesis Stockholders will not receive any payment for their shares of Company Common Stock

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in connection with the Merger. Instead, Gelesis will remain a stand-alone independent publicly traded company, Company Common Stock will continue to be traded on the OTC Market and Gelesis Stockholders will remain Gelesis Stockholders. As a result of the substantial doubt as to our ability to continue as a going concern, if the Merger is not consummated, we may lack sufficient liquidity to continue our operations and may need to restrict our spending particularly with respect to discretionary sales and marketing activities and our manufacturing and supply chain functions, liquidate all or a portion of our assets or pursue other strategic alternatives, and/or seek protection under the provisions of the U.S. Bankruptcy Code.

Interests of Gelesis’ Directors and Officers in the Merger

In considering the recommendation of the Board that you vote to approve and adopt the Merger Agreement, you should be aware that aside from their interests as Gelesis Stockholders, Gelesis’ directors and executive officers may have interests in the Merger that may be different from, or in addition to, those of Gelesis Stockholders generally. Members of the Board were aware of and considered these interests, among other matters, in evaluating and negotiating the Merger Agreement and the Merger, and in recommending to Gelesis Stockholders that the Merger Agreement be adopted. For more information, see the sections of this proxy statement entitled “Special Factors—Background of the Merger” beginning on page 27, “Special Factors—Reasons for the Merger” beginning on page 46 and “Special Factors—Certain Effects of the Merger—Equity Interests of Gelesis Executive Officers and Directors” beginning on page 71.

Yishai Zohar, Gelesis’ President and Chief Executive Officer and a member of the Board, prior to joining Gelesis, co-founded PureTech Health plc (NASDAQ, LSE: PRTC), a clinical-stage biotherapeutics company dedicated to changing the lives of patients with devastating diseases. PureTech wholly owns the Parent. In his role at PureTech, Mr. Zohar led the obesity/gastrointestinal disorder initiative, which engaged leading experts to tackle these problems with an unbiased discovery process looking at a broad landscape of technologies and approaches. Mr. Zohar is married to Daphne Zohar, the Chief Executive Officer of PureTech Health plc. Additionally, Dr. Raju Kucherlapati, a former director of Gelesis who served on the Board from January 2022 to April 2023, has been a member of the board of PureTech Health plc since May 2014.

Appraisal Rights

General

Under the DGCL, you have the right to demand appraisal and to receive payment in cash for the “fair value” of your shares of Company Common Stock as determined by the Delaware Court of Chancery, together with interest, if any, as determined by the Delaware Court of Chancery, in lieu of the consideration you would otherwise be entitled to pursuant to the Merger Agreement, subject to the requirements and limitations set forth in Section 262 of the DGCL described herein. Such “fair value” determination will exclude any element of value arising from the accomplishment or expectation of the Merger. These rights are known as appraisal rights. Stockholders of record and beneficial owners electing to exercise appraisal rights must comply with the provisions of Section 262 of the DGCL in order to perfect their rights. Strict compliance with the statutory procedures is required to perfect appraisal rights under Delaware law.

This section is intended as a brief summary of the material provisions of Delaware law pertaining to appraisal rights. The following discussion, however, is not a complete summary of the law pertaining to appraisal rights under the DGCL and is qualified in its entirety by the full text of Section 262 of the DGCL that is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262 and incorporated by reference herein. Failure to comply strictly with the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights. The following discussion does not constitute any legal or other advice, nor does it constitute a recommendation as to whether or not a Gelesis Stockholder of record or beneficial owners should exercise its right to seek appraisal under Section 262 of the DGCL.

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Subject to certain exceptions specified in Section 262 of the DGCL and summarized below, holders of record, and beneficial owners, of shares of Company Common Stock who: (1) submit a written demand for appraisal of such person’s shares to the Company prior to the vote on the adoption of the Merger Agreement; (2) have not consented to or otherwise voted in favor of the Merger or otherwise withdrawn, lost or waived appraisal rights; (3) continuously are the record holders or beneficial holders, as applicable, of such shares through the Effective Time; and (4) otherwise comply with the applicable procedures and requirements set forth in Section 262 of the DGCL will be entitled to have their shares appraised by the Delaware Court of Chancery and receive payment in cash of the “fair value” of such shares (as determined by the Delaware Court of Chancery, exclusive of any element of value arising from the accomplishment or expectation of the Merger) as of the completion of the Merger instead of the Merger Consideration. Any such Gelesis Stockholder of record or beneficial holder awarded “fair value” for the holder’s shares by the court would receive payment of that fair value in cash, together with interest, if any, in lieu of the right to receive the Merger Consideration. It is possible that any such “fair value” as determined by the Delaware Court of Chancery may be more or less than, or the same as, that which Gelesis Stockholders of record and beneficial owners will receive pursuant to the Merger Agreement.

Section 262 of the DGCL requires that stockholders as of the Record Date for notice of the Special Meeting to vote on the adoption of the Merger Agreement for whom appraisal rights are available be notified by the Company not less than 20 days before the Special Meeting. Either a copy of Section 262 of the DGCL or information directing stockholders to a publicly available electronic resource at which Section 262 of the DGCL may be accessed without subscription or cost must be included with such notice. This proxy statement constitutes our notice to Gelesis Stockholders of the availability of appraisal rights in connection with the Merger in compliance with the requirements of Section 262 of the DGCL and a copy of the applicable statutory provisions is accessible at the following publicly available website: https://delcode.delaware.gov/title8/c001/sc09/index.html#262.

Stockholders of record and beneficial owners who wish to exercise appraisal rights or who wish to preserve the right to do so should review the following summary and the applicable statutory provisions carefully. Failure to comply with the procedures of Section 262 of the DGCL in a timely and proper manner will result in the loss of appraisal rights. In addition, the Delaware Court of Chancery will dismiss appraisal proceedings in respect of the Company unless certain stock ownership conditions are satisfied by the Gelesis Stockholders of record and beneficial owners seeking appraisal. Because of the complexity of the procedures for exercising the right to seek appraisal, stockholders of record and beneficial owners who wish to exercise appraisal rights are urged to consult with their own legal and financial advisors in connection with compliance under Section 262 of the DGCL. A Gelesis Stockholder of record and beneficial owner who loses, waives or otherwise fails to properly exercise his, her, their or its appraisal rights will be entitled to receive the Merger Consideration.

How to Exercise and Perfect Your Appraisal Rights

If you are a Gelesis Stockholder of record of a beneficial holder and wish to exercise the right to seek an appraisal of your shares of Company Common Stock, you must satisfy each of the following conditions:

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If you fail to comply with any of these conditions and the Merger is completed, you will be entitled to receive the Merger Consideration, without interest and subject to applicable withholding taxes, but you will have no appraisal rights with respect to your shares of Company Common Stock.

In the case of a record holder of shares of Company Common Stock, voting, via the Internet during the Special Meeting or by proxy, against, abstaining from voting on or failing to vote on the adoption of the Merger Agreement will not constitute a written demand for appraisal as required by Section 262 of the DGCL. The written demand for appraisal is in addition to and separate from any proxy or vote. If you want to exercise your appraisal rights, you must not vote your shares via the Internet during the Special Meeting or by proxy in favor of the adoption of the Merger Agreement.

In the case of a beneficial owner of Company Common Stock, brokers, banks and other nominees that hold shares of Company Common Stock in “street name” for their customers do not have discretionary authority to vote those shares on the proposal to approve and adopt the Merger Agreement without specific voting instructions from the beneficial owner on such proposal, but such brokers, banks or other nominees will vote such shares as instructed if the beneficial owner provides such instructions. If a beneficial owner of shares of Company Common Stock held in “street name” instructs such person’s broker, bank or other nominee to vote such person’s shares in favor of the proposal to approve and adopt the Merger Agreement, and does not revoke such instruction prior to the vote on the proposal to approve and adopt the Merger Agreement, then such shares will be voted in favor of the approval and adoption of the Merger Agreement, and it will constitute a waiver of such beneficial owner’s right of appraisal and will nullify any previously delivered written demand for appraisal. Therefore, if you are a beneficial owner of Company Common Stock who wishes to exercise appraisal rights, you must either not provide any instructions to such person’s broker, bank or other nominee how to vote on the proposal to approve and adopt the Merger Agreement or must instruct such broker, bank or other nominee to vote against the approval and adoption of the Merger Agreement or abstain from voting on such proposal.

Who May Exercise Appraisal Rights

A holder of record or beneficial owner of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time may assert appraisal rights for the shares of Company Common Stock held of record or beneficially in that holder’s name. A demand for appraisal must be executed by or on behalf of the stockholder of record or beneficial owner, as applicable, and must reasonably inform the Company of the

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identity of the stockholder of record or beneficial owner and that the stockholder intends to demand appraisal of his, her or its stocks. In addition, in the case of a demand for appraisal made by a beneficial owner, the demand must (1) reasonably identify the holder of record of the shares for which the demand is made, (2) provide documentary evidence of such beneficial owner’s beneficial ownership and a statement that such documentary evidence is a true and correct copy of what it purports to be and (3) provide an address at which such beneficial owner consents to receive notices given by the Company and to be set forth on the verified list of persons who have demanded appraisal for their shares pursuant to Section 262(f) of the DGCL. A holder of record, such as a bank, broker or other nominee, who holds shares of Company Common Stock as a nominee or intermediary for others, may exercise his, her or its right of appraisal with respect to the shares of Company Common Stock held for one or more beneficial owners, while not exercising this right for other beneficial owners. In that case, the written demand should state the number of shares of Company Common Stock as to which appraisal is sought. Where no number of shares of Company Common Stock is expressly mentioned, the demand will be presumed to cover all shares of Company Common Stock held in the name of the holder of record.

If the shares are owned of record or beneficially owned in a fiduciary or representative capacity, such as by a trustee, guardian or custodian, such demand must be executed by or on behalf of the record owner or beneficial owner, and if you own shares of Company Common Stock jointly with one or more other persons, as in a joint tenancy or tenancy in common, demand for appraisal must be executed by or for you and all other joint owners. An authorized agent, including an agent for two or more joint owners, may execute the demand for appraisal for a stockholder of record; however, the agent must identify the holder or holders of record and expressly disclose the fact that, in exercising the demand, such person is acting as agent for the holder or holders of record.

If you elect to exercise appraisal rights under Section 262 of the DGCL, you should mail or deliver a written demand to:

Gelesis Holdings, Inc.

501 Boylston Street, Suite 6102

Boston, MA 02116

Attention: Chief Financial Officer

Surviving Company’s Actions After Completion of the Merger

If the Merger is consummated, the Surviving Company will give written notice of the Effective Time within ten (10) days after the Effective Time to Gelesis Stockholders of record or beneficial owners who did not vote in favor of the adoption of the Merger Agreement and who made a written demand for appraisal in accordance with Section 262 of the DGCL. At any time within sixty (60) days after the Effective Time, any Gelesis Stockholder of record or beneficial owner that made a demand for appraisal but did not commence an appraisal proceeding or join in such a proceeding as a named party will have the right to withdraw the demand and to accept the Merger Consideration in accordance with the Merger Agreement for his, her or its shares of Company Common Stock, but after such 60-day period a demand for appraisal may be withdrawn only with the written approval of the Surviving Company. In addition, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder of record or beneficial owner without the approval of the Delaware Court of Chancery, which approval may be conditioned on the terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any Gelesis Stockholder of record or beneficial owner that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms and the Merger Consideration offered in the Merger within sixty (60) days after the Effective Time. Within 120 days after the Effective Time, either a record holder or a beneficial owner of Company Common Stock, provided such person has complied with the requirements of Section 262 of the DGCL and is otherwise entitled to appraisal rights, or the Surviving Company must commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery, with a copy served on the Surviving Company in the case of a petition filed by a stockholder of record or beneficial owner, demanding an appraisal of the value of the shares of Company Common Stock held by all

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stockholders of record and beneficial owners who have properly demanded appraisal. The Surviving Company is under no obligation to file an appraisal petition and has no present intention of doing so. If you desire to have your shares appraised, you should initiate any petitions necessary for the perfection of your appraisal rights within the time periods and in the manner prescribed in Section 262 of the DGCL.

Within 120 days after the Effective Time, any stockholder of record or beneficial owner who has complied with the provisions of Section 262 of the DGCL will be entitled to receive from the Surviving Company, upon written request, a statement setting forth the aggregate number of shares of Company Common Stock not voted in favor of the adoption of the Merger Agreement and with respect to which Gelesis has received demands for appraisal, and the aggregate number of holders of those shares. The Surviving Company must give this statement to you within the later of (1) ten days after receipt by the Surviving Company of the request therefor or (2) ten days after expiration of the period for delivery of demands for appraisal. If you are the beneficial owner of shares of Company Common Stock held in a voting trust or by a nominee or intermediary on your behalf, you may, in your own name, file an appraisal petition or request from the Surviving Company the statement described in this paragraph.

If a petition for appraisal is duly filed by you or another holder of record or beneficial owner of Company Common Stock who has properly exercised his, her or its appraisal rights in accordance with the provisions of Section 262 of the DGCL, and a copy of the petition is delivered to the Surviving Company, the Surviving Company will then be obligated, within 20 days after receiving service of a copy of the petition, to provide the Delaware Court of Chancery with a duly verified list containing the names and addresses of all holders who have demanded an appraisal of their shares and with whom agreements as to the value of their shares have not been reached by the Surviving Company. The Delaware Court of Chancery will then determine which stockholders of record and beneficial owners are entitled to appraisal rights and may require the stockholders of record and beneficial owners demanding appraisal who hold certificated shares to submit their stock certificates to the Register in Chancery for notation thereon of the pendency of the appraisal proceedings, and the Delaware Court of Chancery may dismiss the proceedings as to any stockholder who fails to comply with this direction. The Delaware Court of Chancery will also dismiss proceedings as to all Gelesis Stockholders of record and beneficial owners if neither of the ownership thresholds described above is met. Where proceedings are not dismissed or the demand for appraisal is not successfully withdrawn, the appraisal proceeding will be conducted as to the shares of Company Common Stock owned by such stockholders of record and beneficial owners, in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. The Delaware Court of Chancery will thereafter determine the fair value of the shares of Company Common Stock at the Effective Time held by all Gelesis Stockholders of record and beneficial owners who have properly perfected appraisal rights, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the Effective Time through the date of payment of the judgment will be compounded quarterly and will accrue at 5% over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the Effective Time and the date of payment of the judgment. However, the Surviving Company has the right, at any point prior to the Delaware Court of Chancery’s entry of judgment in the proceedings, to make a voluntary cash payment to each stockholder of record and beneficial owner entitled to appraisal. If the Surviving Company makes a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL, interest will accrue thereafter only on the sum of (1) the difference, if any, between the amount paid by the Surviving Company in such voluntary cash payment and the fair value of the shares as determined by the Delaware Court of Chancery and (2) interest accrued on the amount of the voluntary cash payment before such payment was made, unless such interest was paid at the time the voluntary cash payment is made. When the value is determined, the Delaware Court of Chancery will direct the payment of such value, less any amounts already paid in a voluntary cash payment, with interest thereon, if any, to the stockholders of Gelesis of record and beneficial owners entitled to receive the same.

In determining the fair value, the Delaware Court of Chancery is required to take into account all relevant factors. In Weinberger v. UOP, Inc., the Delaware Supreme Court discussed the factors that could be considered

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in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods which are generally considered acceptable in the financial community and otherwise admissible in court” should be considered and that “[f]air price obviously requires consideration of all relevant factors involving the value of a company.”

The Delaware Supreme Court has stated that, in making this determination of fair value, the court must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other factors which were known, or which could be ascertained as of the date of the Merger which throw any light on future prospects of the merged corporation. Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion [that] does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. In Weinberger, the Delaware Supreme Court construed Section 262 of the DGCL to mean that “elements of future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.”

You should be aware that the fair value of your shares of Company Common Stock as determined under Section 262 of the DGCL could be more than, the same as, or less than the value that you are entitled to receive under the terms of the Merger Agreement and that an opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to, and does not in any manner address, fair value under Section 262 of the DGCL.

Moreover, neither Gelesis nor Parent anticipates offering more than the Merger Consideration to any Gelesis Stockholder exercising appraisal rights and reserves the right to make a voluntary cash payment pursuant to subsection (h) of Section 262 of the DGCL and to assert, in any appraisal proceeding, that, for purposes of Section 262, the “fair value” of a share of Company Common Stock is less than the Merger Consideration. No representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery.

If no party files a petition for appraisal within 120 days after the Effective Time or if neither of the ownership thresholds above has been satisfied in respect of such shares, then all Gelesis Stockholders of record and beneficial owners will lose the right to an appraisal and will instead receive the Merger Consideration described in the Merger Agreement, without interest thereon, less any applicable withholding taxes.

The Delaware Court of Chancery may determine the costs of the appraisal proceeding and may allocate those costs to the parties as the Delaware Court of Chancery determines to be equitable under the circumstances. Each Gelesis Stockholder of record and beneficial owner party to the appraisal proceeding is responsible for its own attorneys’ fees and expert witnesses’ fees and expenses, although, upon application of a stockholder, the Delaware Court of Chancery may order all or a portion of the expenses incurred by any stockholder of record and beneficial owner in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and the fees and expenses of experts, to be charged pro rata against the value of all shares of Company Common Stock entitled to appraisal not dismissed pursuant to Section 262(k) of the DGCL or subject to such an award pursuant to a reservation of jurisdiction under Section 262(k) of the DGCL.

If you have duly demanded an appraisal in compliance with Section 262 of the DGCL you may not, on or after the Effective Time, vote the shares subject to the demand for any purpose or receive any dividends or other distributions on those shares, except dividends or other distributions payable to holders of record of Company Common Stock as of a Record Date prior to the Effective Time.

If you have not commenced an appraisal proceeding or joined such a proceeding as a named party you may withdraw a demand for appraisal and accept the Merger Consideration by delivering a written withdrawal of the demand for appraisal and an acceptance of the Merger Consideration to the Surviving Company, except that any

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attempt to withdraw made more than sixty (60) days after the Effective Time will require written approval of the Surviving Company, and no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder of record or beneficial owner without the approval of the Delaware Court of Chancery. Such approval may be conditioned on the terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any Gelesis Stockholder of record or beneficial owner that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such person’s demand for appraisal and to accept the terms and the Merger Consideration offered in the Merger within sixty (60) days after the Effective Time. If you fail to perfect, successfully withdraw your demand for appraisal, waiver or otherwise lose the appraisal right, your shares of Company Common Stock will be converted into the right to receive the Merger Consideration, without interest thereon, less any withholding taxes.

Failure to follow the steps required by Section 262 of the DGCL for perfecting appraisal rights may result in the loss of your appraisal rights. In that event, you will be entitled to receive the Merger Consideration for your shares of Company Common Stock in accordance with the Merger Agreement without interest and subject to applicable withholding taxes. In view of the complexity of the provisions of Section 262 of the DGCL, if you are a Gelesis Stockholder of record or beneficial owner and are considering exercising your appraisal rights under the DGCL, you are urged to consult your own legal and financial advisor.

The process of demanding and exercising appraisal rights requires compliance with the prerequisites of Section 262 of the DGCL. If you wish to exercise your appraisal rights, you are urged to consult with your own legal and financial advisors in connection with compliance under Section 262 of the DGCL. To the extent there are any inconsistencies between the foregoing summary and Section 262 of the DGCL, the DGCL will govern.

Material U.S. Federal Income Tax Consequences of the Merger

The following is a summary of the material U.S. federal income tax consequences of the Merger to U.S. Holders (as defined below) whose shares of Company Common Stock are converted into the right to receive cash in the Merger. This summary does not purport to consider all aspects of U.S. federal income taxation that might be relevant to Gelesis Stockholders, nor does this summary address any consequences under the U.S. federal tax laws other than those pertaining to income taxes (including gift and estate tax consequences) and does not address any tax consequences under any applicate state, local or foreign tax laws. For purposes of this discussion, we use the term “U.S. Holder” to mean a beneficial owner of shares of Company Common Stock that is or is treated as, for U.S. federal income tax purposes:

If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Company Common Stock, the U.S. federal income tax treatment of a partner generally will depend on the status of the partner, the activities of the partner and the partnership and certain determinations made at the partner level. A partner of a partnership holding Company Common Stock should consult its tax advisor regarding the U.S. federal income tax consequences of the Merger.

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This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), current Treasury regulations promulgated under the Code and published rulings of the Internal Revenue Service (the “IRS”) and court decisions, all as of the date hereof. These laws are subject to change or differing interpretation, possibly on a retroactive basis, which could affect the treatment described below. In addition, we have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following discussion, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

This discussion applies only to U.S. Holders who hold shares of Company Common Stock as capital assets within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all U.S. federal income tax consequences relevant to a U.S. Holder’s particular circumstances, including the impact of the Medicare contribution tax on net investment income and the alternative minimum tax. This discussion also does not address consequences relevant to U.S. Holders subject to special rules, including, without limitation: holders of shares of Company Common Stock received in connection with the exercise of Company Options or otherwise as compensation, holders who hold an equity interest, actually or constructively, in Parent or Gelesis after the Merger, holders of dissenting shares, insurance companies, banks, tax-exempt organizations, financial institutions, broker-dealers, partnerships, S corporations or other pass-through entities (or investors therein), mutual funds, traders in securities who elect the mark-to-market method of accounting, stockholders that have a functional currency other than the U.S. dollar, stockholders who hold Company Common Stock as part of a hedge, straddle, wash sale, constructive sale or conversion transaction, stockholders who hold their shares as “qualified small business stock” pursuant to Section 1202 of the Code, corporations that accumulate earnings to avoid U.S. federal income tax, U.S. expatriates and former citizens or long-term residents of the United States. This discussion also does not address the U.S. tax consequences of the receipt of cash in connection with the treatment of stock-based awards or any other matters relating to equity compensation or benefit plans or any aspect of state, local or foreign tax laws. Holders of Company Common Stock should consult their tax advisors to determine the particular tax consequences to them of the Merger, including the applicability and effect of any state, local, foreign or other tax laws.

Exchange of Shares of Company Common Stock for Cash Pursuant to the Merger

The exchange of shares of Company Common Stock for cash in the Merger will be a taxable transaction to U.S. Holders for U.S. federal income tax purposes. In general, a U.S. Holder whose shares of Company Common Stock are converted into the right to receive cash in the Merger will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference, if any, between the amount of cash received in exchange for such shares (determined before the deduction of any applicable withholding taxes, as described below under “Backup Withholding and Information Reporting”) and the U.S. Holder’s adjusted tax basis in such shares. A U.S. Holder’s adjusted tax basis will generally equal the price the U.S. Holder paid for its shares. Gain or loss will be determined separately for each block of shares of Company Common Stock held by a U.S. Holder (i.e., shares of Company Common Stock acquired at the same cost in a single transaction). U.S. Holders who own separate blocks of shares of Company Common Stock should consult their tax advisors with respect to the applicable rules. Any such capital gain or loss will be long-term capital gain or loss where the U.S. Holder’s holding period for such shares of Company Common Stock is more than one year at the Effective Time of the Merger. Long-term capital gain of a non-corporate U.S. Holder is generally taxed at preferential rates. There are limitations on the deductibility of capital losses.

Backup Withholding and Information Reporting

A U.S. Holder may be subject to information reporting with respect to any payments made pursuant to the Merger. In addition, backup withholding of tax will apply at the statutory rate to such payments, unless the U.S. Holder provides a taxpayer identification number, certifies that such number is correct and otherwise complies with the backup withholding rules or otherwise establishes an exemption. Each U.S. Holder should complete and sign, under penalty of perjury, the IRS Form W-9 to be included as part of the letter of transmittal and return it to the Paying Agent, in order to provide the information and certification necessary to avoid backup withholding.

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Backup withholding is not an additional tax. Any amounts withheld from cash payments to a U.S. Holder pursuant to the Merger under the backup withholding rules will generally be allowable as a refund or a credit against such U.S. Holder’s U.S. federal income tax liability; provided, that the required information is timely furnished to the IRS and other requirements are satisfied. U.S. Holders are urged to consult their tax advisors as to qualifications for exemption from backup withholding and the procedure for obtaining the exemption.

The U.S. federal income tax consequences described above are not intended to constitute a complete description of all tax consequences relating to the Merger. The discussion is for informational purposes only and is not tax advice. Each stockholder is urged to consult the stockholder’s tax advisor regarding the applicability of the rules discussed above to the stockholder and the particular tax effects to the stockholder of the Merger in light of such stockholder’s particular circumstances, the application of state, local and foreign tax laws, and, if applicable, the treatment of stock-based awards or any other matters relating to equity compensation or benefit plans.

Financing of the Merger

The obligation of Parent and Merger Sub to consummate the Merger is not subject to any financing condition.

PureTech’s cash on hand is expected to be sufficient to enable Parent to make all payments required to be made in connection with the Merger Transactions.

Fees and Expenses

The estimated fees and expenses incurred or expected to be incurred by the Company in connection with the Merger are as follows:

It is also expected that Merger Sub and/or Parent will incur approximately $3.5 million of legal, financial and other advisory fees.

The estimate for legal fees set forth in this proxy statement does not include any amounts attributable to any existing or future litigation challenging the Merger. Except as explicitly provided for otherwise in the Merger Agreement, whether or not the Merger is consummated, all expenses incurred by any party to the Merger Agreement or on its behalf in connection with the Merger Agreement and associated transactions will be paid by the party incurring those expenses.

Regulatory Approvals

Each party to the Merger Agreement has agreed to use its commercially reasonable efforts to (i) obtain any consents, approvals, waivers, clearances or other authorizations from, and make any filings and notifications with, any governmental authority or third party under any antitrust law or any other applicable law to consummate the Merger Transactions, (ii) make any other submissions in connection with the Merger Transactions under the Securities Act, the Exchange Act, the DGCL, the Limited Liability Company Act of the State of Delaware, and The New York Stock Exchange or Nasdaq rules and regulations, as applicable, and any

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other applicable law and (iii) take or cause to be taken all other actions necessary, proper or advisable consistent with the foregoing obligations to cause the expiration of the applicable waiting periods, or receipt of required consents, approvals or authorizations, as applicable, under such laws. Notwithstanding the foregoing, the parties to the Merger Agreement have agreed that no such obligations shall be deemed to require the Parent to sell, divest or dispose any assets, or businesses of, or terminate, amend or assign existing relationships or contractual rights of, Parent, Gelesis or their respective subsidiaries (including, after the Effective Time, of the Surviving Company or any of its subsidiaries).

Italian Presidency Approvals

The obligations of each party to the Merger Agreement to effect the Closing is subject to obtaining a decision by the Presidency clearing the Merger Transaction without conditions, prescriptions, recommendations or similar measures in regard to Parent, Gelesis or its subsidiaries or declaring the Merger Transaction outside the scope of the Law Decree No. 21/2012 or the expiration of the relevant review period (as further described in the section of this proxy statement entitled “The Merger Agreement–Conditions to the Merger” beginning on page 103). Pursuant to the Waiver Agreement, dated as of July 24, 2023, by and between Parent, Merger Sub and the Company (the “Waiver Agreement”), the parties to the Merger Agreement agreed to waive such condition to the Closing subject to the satisfaction of the condition that during the period from the date of the Waiver Agreement through the earlier of the Effective Time or the date of termination of the Merger Agreement in accordance with the terms thereof, (i) the Company shall not cause Gelesis S.r.l. to manufacture any products other than certain listed products, including Plenity and any derivatives thereof, and shall not, and cause its subsidiaries (including Gelesis S.r.l.) not to, take any actions that would reasonably be expected to cause the Company and such subsidiaries to be subject to any requirement to file a notification with the Presidency pursuant to Article 2 of Italy’s Law Decree No. 21/2012, converted with amendments by Law No. 56/201 (the “Presidency Filing Requirement”), and (ii) neither Parent nor Merger Sub shall, or shall cause its affiliates to, conduct any operations in Italy other than certain listed operations, and Parent and Merger Sub shall not, and shall cause its subsidiaries (including Merger Sub) not to, take any actions that would reasonably be expected to cause the Company and such subsidiaries to be subject to the Presidency Filing Requirement in connection with the transactions contemplated by the Merger Agreement (such conditions set forth in the foregoing clauses (i) and (ii), the “Conditions to Waiver”).

One or more governmental agencies may impose a condition, restriction, qualification, requirement or limitation when it grants the necessary approvals and consents. Third parties may also seek to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. Although we expect that all required regulatory clearances and approvals will be obtained, there is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained. These conditions or changes could result in the conditions to the Merger not being satisfied.

Closing and Effective Time of the Merger

The Merger Agreement provides that the Closing will take place on or before the third business day following the day on which all of the conditions to the Closing (described in the section of this proxy statement entitled “The Merger Agreement—Conditions to the Merger”) have been satisfied or waived (to the extent permitted by applicable law and the Merger Agreement) other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent permitted by applicable law and the Merger Agreement) of those conditions.

Assuming receipt of required regulatory approvals and timely satisfaction of other closing conditions set forth in the Merger Agreement, including the approval by Gelesis Stockholders of the Merger Proposal, we currently expect the Closing to occur in the fourth quarter of 2023.

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The Effective Time will occur upon the date and time of the filing of the certificate of merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware, or such later date and time as the parties may agree in writing and specify in the Certificate of Merger.

Following the Effective Time, Company Common Stock will cease trading on the OTC Market and be deregistered under the Exchange Act, the Public Warrants are intended to be deregistered under the Exchange Act and neither the Company nor the Surviving Company will file periodic reports with the SEC on account of Company Common Stock, Public Warrants or otherwise.

Merger Consideration

At the Effective Time, each outstanding share of Company Common Stock (other than the Excluded Shares, the Earn Out Shares, and Dissenting Shares, but including the Company Warrant Shares) will be converted automatically into the right to receive $0.05664 in cash, without interest and less any applicable withholding taxes.

Provisions for Unaffiliated Stockholders

No provision has been made to grant the Gelesis Stockholders, other than Parent or its affiliates, access to the corporate files of the Company or any other party to the Merger or to obtain counsel or appraisal services at the expense of the Company or any other such party.

Accounting Treatment

The Merger will be accounted for in accordance with Generally Accepted Accounting Principles (“GAAP”). Merger Sub, as the Surviving Company in the Merger, is considered the acquirer for accounting purposes. The Merger will result in the recognition of net assets acquired based on their estimated fair value.

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THE MERGER AGREEMENT

The following describes the material provisions of the Merger Agreement, which is attached as Annex A to this proxy statement and which is incorporated by reference within this proxy statement. The description in this section and elsewhere in this proxy statement is qualified in its entirety by reference to the Merger Agreement. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that is important to you. You are encouraged to read carefully the Merger Agreement in its entirety before making any decisions regarding the Merger because it is the principal document governing the Merger.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by the Company, Parent and Merger Sub in connection with negotiating the terms of the Merger Agreement and contained in the confidential disclosure schedules to the Merger Agreement (the “Disclosure Schedules”). In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between the Company, Parent and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Gelesis Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of the Company, Parent and Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of the Company, Parent and Merger Sub, because the parties may take certain actions that are either expressly permitted in the Disclosure Schedules or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding the Company, Parent and Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in the Company’s filings with the SEC regarding its business.

Additional information about the Company may be found elsewhere in this proxy statement and the Company’s other public filings. See the section of this proxy statement entitled “Where You Can Find More Information.”

Structure of the Merger; Certificate of Formation; Limited Liability Company Agreement; Managers and Officers

Upon the terms and subject to the conditions of the Merger Agreement, the Company will be merged with and into Merger Sub, with Merger Sub continuing as the Surviving Company and as a wholly owned subsidiary of Parent. As a result of the Merger, the separate corporate existence of the Company will cease.

The shares of Company Common Stock are currently registered under the Exchange Act and trade on OTC Market under the symbol “GLSH,” and the Public Warrants are currently registered under the Exchange Act and Trade on the OTC Market under the symbol “GLSW.” As a result of the Merger, the Company will cease to be a publicly traded company and will be a wholly owned subsidiary of Parent. Following the completion of the Merger, the Company Common Stock will cease trading on the OTC Market and be deregistered under the Exchange Act, the Public Warrants are intended to be deregistered under the Exchange Act and the Company will no longer be required to file periodic reports with the SEC with respect to the Company Common Stock or the Public Warrants in accordance with applicable law, rules and regulations.

At the Effective Time, the certificate of formation of Merger Sub as in effect immediately prior to the Effective Time will be the certificate of formation of the Surviving Company, and the limited liability company

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agreement of Merger Sub as in effect immediately prior to the Effective Time will be the limited liability company agreement of the Surviving Company. The name of the Surviving Company shall be “Gelesis Holdings LLC”.

At any time from the date of the Merger Agreement to the seventh business day prior to the Special Meeting of the Company’s stockholders, Parent has the right, but not obligation, to initiate a Structuring Amendment, and the parties to the Merger Agreement will enter into an amendment to the Merger Agreement to effectuate the Structuring Amendment.

Unless Parent determines otherwise prior to the Closing Date pursuant to the Structuring Amendment, at the Effective Time, the managers of the Merger Sub immediately prior to the Effective Time will be the managers of the Surviving Company and the officers of the Company immediately prior to the Effective Time will be the officers of the Surviving Company, in each case until their respective successors are duly elected or appointed and qualified in accordance with applicable law or until their earlier death, resignation or removal.

Closing and Effective Time of the Merger

The Merger Agreement provides that the Closing will take place on or before the third business day following the day on which all of the conditions to the Closing (described in the section of this proxy statement entitled “The Merger Agreement—Conditions to the Merger”) have been satisfied or waived (to the extent waivable under applicable law and the Merger Agreement) other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver (to the extent waivable under applicable law and the Merger Agreement) of those conditions.

The Effective Time will occur upon the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later date and time as the parties may agree in writing and specify in the certificate of merger.

We are working toward completing the Merger as promptly as possible, but as of the date of this proxy statement, we cannot accurately estimate the Closing Date, because the Merger is subject to the satisfaction (or, to the extent permitted by applicable law, waiver) of the conditions to Parent’s, Merger Sub’s and the Company’s respective obligations to consummate the Merger, some of which are not within the parties’ control. There may be a substantial amount of time between the Special Meeting and the completion of the Merger, and it is possible that the Merger will not be completed at all. After the Company Stockholder Approval is obtained, the Board will not have the right to terminate the Merger Agreement in order to accept any Superior Proposal (as defined in the section of this proxy statement entitled “The Merger Agreement—The Go-Shop Period—Solicitation of Other Offers”). We expect to complete the Merger promptly after the Company Stockholder Approval is obtained and all required regulatory clearances have been received in the fourth quarter of 2023.

Consideration to be Received in the Merger

At the Effective Time, by virtue of the occurrence of the Merger, the following will occur:

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Assumption of Promissory Notes

At the Effective Time, by virtue of the occurrence of the Merger, all outstanding 2022 Notes and all Notes issued to Parent pursuant to the NPA will be assumed by the Surviving Company.

Dissenting Shares

At the Effective Time, each Dissenting Share issued and outstanding immediately prior to the Effective Time will be canceled and cease to exist, and the holders of Dissenting Shares will be entitled only to such rights as may be granted to them under Section 262 of DGCL. Notwithstanding the foregoing, if any holder of Dissenting Shares effectively withdraws or otherwise loses such holder’s rights to receive payment under Section 262 of DGCL, then such Dissenting Shares will be deemed to no longer be Dissenting Shares for purposes of the Merger Agreement and instead will be treated as if they had been converted automatically at the Effective Time into the right to receive the Merger Consideration.

The Company will give Parent (i) prompt written notice of any demands for appraisal of any shares of Company Common Stock, the withdrawals of such demands and any other instrument served on the Company under the DGCL relating to stockholders’ appraisal rights and (ii) the opportunity to participate in and direct all negotiations and proceedings with respect to such demands for appraisal. The Company will not make any payment with respect to any demands for appraisal or offer to settle or settle any such demands for appraisal without the written consent of Parent.

Withholding Rights

Parent, the Company, Merger Sub and the Paying Agent for the Merger Consideration will each be entitled to deduct and withhold (or cause to be deducted and withheld) from any amount payable pursuant to the Merger Agreement such taxes as are required to be deducted and withheld from such amounts under the Code or any other applicable law (as reasonable determined by Parent, the Company, Merger Sub or the paying agent, respectively). To the extent amounts are so deducted and withheld, such deducted and withheld amounts will be (i) timely remitted to the appropriate governmental authority and (ii) treated for all purposes of the Merger Agreement as having been paid to the person in respect of which such deduction and withholding was made.

Surrender and Payment Procedures

At or prior to the Effective Time, Parent or Merger Sub will deposit, or will cause to be deposited, with the Paying Agent sufficient funds to pay the aggregate Merger Consideration in respect of Company Common Stock (other than in respect of the Excluded Shares, Dissenting Shares and Earn Out Shares, but including the Company Warrant Shares, as discussed above).

As soon as practicable after the Effective Time, Parent will cause the Paying Agent to deliver to each of our holders of shares of record immediately prior to the Effective Time (i) a letter of transmittal specifying that

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delivery will be effected upon adherences to the procedures set forth in the letter of transmittal and (ii) instructions for returning such letter of transmittal in exchange for the Merger Consideration. Upon completion of such applicable procedures by a holder of record, such holder shall be deemed to have surrendered such holder’s shares of Company Common Stock, and the Paying Agent will promptly deliver to such holder the Merger Consideration to which such holder is entitled in respect of the number of shares of Company Common Stock surrendered by such holder (after giving effect to any required tax withholdings), and such surrendered shares will be canceled immediately. Interest will not be paid or accrue in respect of the Merger Consideration.

Representations and Warranties

Representations and Warranties of the Company

The Merger Agreement contains customary representations and warranties of that Company that are subject, in many cases, to exceptions and qualifications contained in the Merger Agreement, in the Company’s Disclosure Schedules or in certain reports filed with the SEC. The representations and warranties of the Company relate to, among other things:

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Material Adverse Effect

Many of our representations and warranties are qualified by, among other things, a “material adverse effect” standard. For purposes of the Merger Agreement, a “Material Adverse Effect” means, with respect to the Company, any change, effect, event, occurrence, circumstance or development (which we collectively refer to as an “effect”) that, individually or in the aggregate with all other effects, has or would reasonably be expected to have a materially adverse effect on the business, assets, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, excluding any effect resulting from the following:

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provided, further, that any effect referred to in the first five bullets above may be taken into account in determining if a material adverse effect has occurred or would reasonably be expected to occur if it has a disproportionate and adverse effect on the business, assets, results of operations or condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, relative to similarly situated companies in the industries in which the Company and its subsidiaries, taken as a whole, operate.

For purposes of the Merger Agreement, a “Material Adverse Effect” means, with respect to Parent, any effect that, individually or taken together with all other effects that have occurred prior to the date of determination of the occurrence of Parent’s material adverse effect, is or would reasonably be expected to prevent or materially adversely affect the ability of Parent or Merger Sub to consummate the Merger on or prior to the Outside Date.

Representations and Warranties of Parent and Merger Sub

The Merger Agreement also contains customary representations and warranties of Parent and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. The representations and warranties of Parent and Merger Sub relate to, among other things:

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The representations and warranties in the Merger Agreement of each of the Company, Parent and Merger Sub will not survive the consummation of the Merger or the termination of the Merger Agreement pursuant to its terms.

Conduct of Our Business Pending the Merger

Under the Merger Agreement, between the date of the Merger Agreement and the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms, except (i) as undertaken with the prior written consent of Parent; (ii) as required by applicable law; (iii) as expressly contemplated or required by the Merger Agreement; or (iv) as set forth on the Disclosure Schedule, the Company will, and will cause its subsidiaries to, use its and their reasonable efforts to (A) conduct their respective businesses in the ordinary course of business in all material respects (including any changes in their respective business practices adopted prior to the date thereof to address and adapt to COVID-19 (other than any workforce reduction) and any reasonably necessary COVID-19 measures that may be implemented in good faith in response to a pandemic to protect the health and safety of the Company’s or its subsidiaries’ employees), (B) preserve intact in all material respects its current business organization, assets and technologies, (C) keep available the services of the current officers and employees of the Company and its subsidiaries (other than a termination by any officer or employee or where termination of such services is for cause) and (D) maintain its relations and goodwill as they exist as of the date of the Merger Agreement with customers, suppliers, landlords, and other persons having material business dealings with the Company, provided, that, for the avoidance of doubt, any change to the Company’s relations and goodwill with customers, suppliers, landlords, and other persons having material business dealings with the Company related to or resulting from any action or inaction of the Company required in accordance with the Merger Agreement, or at the direction of or permitted by Parent will not be deemed to be a violation thereof. Prior to implementing any COVID-19 Measures, the Company will to the extent reasonably practicable (1) notify Parent in writing of the Company’s intention to implement such COVID-19 Measures, and (2) consult in good faith with Parent regarding such COVID-19 Measures and give due consideration to any suggestions or feedback by Parent.

The Company will not, and will cause its subsidiaries not to:

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Debt Reduction; Budget

Subject to the terms and conditions of the Merger Agreement, from the date of the Merger Agreement through the earlier of the Effective Time or the date of termination of the Merger Agreement in accordance with the terms thereof, the Company will (a) use commercially reasonable efforts to not deviate from any Biweekly Budget (as defined below) or Monthly Budget (as defined below) in any material respect, (b) use its commercially reasonable efforts to reduce or defer any ordinary course payables (as determined by the Company in its sole discretion but subject to compliance with the Merger Agreement); provided, however, that with respect to certain specified payables, (i) the Company will only make payments in connection with the Merger Agreement during the last business day of the Biweekly Budget delivered to Parent in accordance with the Merger Agreement and (ii) promptly following the delivery of each Biweekly Budget or Monthly Budget, use good faith and diligent efforts to consult with Parent and consider in good faith all comments provided by Parent with respect to the payment of such payables including with respect to the amount and timing of payment thereof and (c) prepare and deliver to Parent (i) Biweekly Budgets and (ii) Monthly Budgets, in each case, demonstrating that the Company has sufficient liquidity to operate the business through December 31, 2023 or otherwise demonstrating capital requirements satisfactory to Parent; provided that, the Company agreed to deliver to Parent an initial Biweekly Budget and Monthly Budget within seven days following the date of the Merger Agreement. Each Biweekly Budget and Monthly Budget will be (A) in the form mutually agreed by Parent and the Company within seven days of the date of the Merger Agreement, (B) mutually agreed in substance by Parent and the Company and (C) prepared using such methodology mutually agreed by Parent and the Company within seven days of the date of the Merger Agreement. Notwithstanding anything in the foregoing, the Company will promptly (in any event within one (1) business day) notify Parent in the event the Company exceeds or reasonably expects to exceed by 15% or greater the aggregate spending for the upcoming bi-weekly period.

The Go-Shop Period—Solicitation of Other Offers

Under the Merger Agreement, from the date of the Merger Agreement until the No-Shop Period Start Date, the Company, its subsidiaries and their respective representatives had the right to: (i) solicit, initiate, propose, induce the making or submission of, encourage or facilitate in any way any offer or proposal that constitutes, or could reasonably be expected to lead to, a Takeover Proposal, including by providing information (including non-public information and data) relating to the Company and any of its subsidiaries and affording access to the businesses, properties, assets, books, records or other non-public information, or to any personnel, of the Company and its subsidiaries to any third party (and its representatives, including potential financing sources of such third party) that has entered into an Acceptable Confidentiality Agreement (as defined below); provided that the Company must provide Parent and Merger Sub (and their representatives, including financing sources) with access to any information or data that is provided to any third party given such access that was not previously made available (whether prior to or after the execution of the Merger Agreement) to Parent or Merger Sub substantially concurrently with the time it is provided to such third party (and in any event within twenty-four (24) hours thereof) and (ii) continue, enter into, engage in or otherwise participate in any discussions or negotiations with any third party (and their respective representatives, including potential financing sources of such third party) regarding any Takeover Proposals (or inquiries, offers or proposals or any other effort or

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attempt that could reasonably be expected to lead to a Takeover Proposal), and cooperate with or assist or participate in, or facilitate in any way, any such inquiries, offers, proposals, discussions or negotiations or any effort or attempt to make any Takeover Proposals or other proposals that could reasonably be expected to lead to Takeover Proposals, including by granting a waiver, amendment or release under any pre-existing “standstill” or other similar provision to the extent necessary to allow for a Takeover Proposal or amendment to a Takeover Proposal to be made confidentially to the Company or to the Board. The Company will also notify Parent within twenty-four (24) hours of entering into any Acceptable Confidentiality Agreement (as defined below).

For purposes of this proxy statement and the Merger Agreement:

“Acceptable Confidentiality Agreement” means, an agreement with the Company that is either (i) in effect as of the execution and delivery of the Merger Agreement; or (ii) executed, delivered and effective after the execution and delivery of the Merger Agreement, in either case containing provisions that require any counterparty thereto (and any of its affiliates and representatives) that receive material non-public information of, or with respect to, the Company to keep such information confidential; provided, however, that, in each case, the confidentiality and use provisions contained therein are no less favorable, and the other provisions contained therein are no less favorable in the aggregate, to the Company than the terms of the Confidentiality Agreement, dated as of April 12, 2023, by and between PureTech Health plc and the Company (it being understood that such agreement need not contain any “standstill” or similar provisions that prohibit the making of any Takeover Proposal). An “Acceptable Confidentiality Agreement” shall not include any provision (i) granting any exclusive right to negotiate with such counterparty, (ii) prohibiting the Company from satisfying its obligations hereunder or (iii) requiring the Company or its subsidiaries to pay or reimburse the counterparty’s fees, costs or expenses.

“Takeover Proposal” means any offer, proposal or indication of interest relating to or concerning (i) a spin-off, share exchange (including a split-off) or business combination involving 20% or more of the capital stock of the Company or any of its subsidiaries or consolidated assets of the Company and its subsidiaries, taken as a whole, (ii) a sale, lease, license, exchange, mortgage, transfer or other disposition of assets representing 20% or more of the consolidated assets, revenues or gross profits of the Company and its subsidiaries, taken as a whole, (iii) a purchase or other acquisition or sale of, or other transaction with respect to, shares of capital stock or other securities (including options, rights or warrants to purchase, or securities convertible into or exchangeable for, such securities) in which any person or “group” (as such term is defined under the Exchange Act) would acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of 20% or more of the voting power of the capital stock of the Company or any of its subsidiaries, including by way of a tender offer or exchange offer, (iv) a merger, reorganization, recapitalization, consolidation, business combination, liquidation, dissolution or similar transaction involving the Company or any subsidiary of the Company whose business constitutes 20% or more of the net revenues, net income or assets of the Company and its subsidiaries, taken as a whole, or (v) any combination of the foregoing.

“Excluded Party” means any Person or group of Persons (i) from whom the Company receives a bona fide written Takeover Proposal after the date of the Merger Agreement and prior to the No-Shop Period Start Date and (ii) whose Takeover Proposal the Board determines in good faith prior to the start of the No-Shop Period Start Date, after consultation with its outside financial advisor and legal counsel, constitutes a Superior Proposal or a Takeover Proposal that would reasonably be expected to lead to a Superior Proposal; provided, however, that a person or group of persons shall immediately cease to be an Excluded Party (and the provisions of the Merger Agreement applicable to Excluded Parties shall cease to apply with respect to such person) upon the earliest to occur of the following: (x) such Takeover Proposal made by such person or group of persons prior to the No-Shop Period Start Date expires or is withdrawn, or (y) a determination of the Board, after consultation with its outside financial advisor and legal counsel, that such Takeover Proposal made by such person or group of person no longer is or would reasonably be expected to lead to a Superior Proposal.

“Superior Proposal” means any bona fide written Takeover Proposal that was not solicited and did not otherwise result from a violation of the Company’s non-solicitation covenants set forth in the Merger Agreement

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that the Board has determined in its good faith judgment (after consultation with its financial advisor and outside legal counsel) (i) to be more favorable to the Company’s stockholders (solely in their capacity as such) from a financial point of view than the Merger Transactions, including any revisions to the Merger Agreement made or proposed in writing by Parent in accordance with the Company’s covenants under the Merger Agreement prior to the time of such determination, and (ii) is reasonably likely to be consummated in accordance with its terms on a timely basis, in each case, taking into account all legal, regulatory, financial, financing and other aspects of such proposal and of this Agreement; however for purposes of the definition of “Superior Proposal,” the references to “20%” in the definition of Takeover Proposal shall be deemed to be references to “50%.”

The No-Shop Period—No Solicitation of Other Offers

Subject to the terms and conditions of the Merger Agreement, from the date of the No-Shop Period Start Date until the earlier to occur of the termination of the Merger Agreement and the Effective Time, the Company has agreed not to, and to cause its subsidiaries and its and their respective directors and officers not to, and to use its commercially reasonable efforts to cause its other representatives not to, directly or indirectly: