SEC Form SC 13D/A filed by Gelesis Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Gelesis Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

14070Y101

(CUSIP Number)

Daphne Zohar

Chief Executive Officer

PureTech Health LLC

6 Tide Street, Suite 400

Boston, MA 02210

(617) 482-2333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 26, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 14070Y101

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SCHEDULE 13D

CUSIP No. 14070Y101

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Explanatory Note

This Amendment No. 6 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission on January 21, 2022, as amended (the “Schedule 13D”), relating to the Reporting Persons’ ownership of shares of common stock, par value $0.0001 per share (the “Common Stock”), of Gelesis Holdings, Inc., a Delaware corporation (the “Issuer”).

Unless set forth below, all previous Items set forth in the Schedule 13D remain unchanged. Capitalized terms used herein and not defined have the meanings given to them in the Schedule 13D.

This Amendment is being filed to update the disclosure in Item 4, Item 5 and Item 6.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

Third Closing of Note and Warrant

On May 26, 2023, the Issuer and certain of its subsidiaries (the “Note Parties”) issued an Additional Note in the aggregate principal amount of $350,000 (the “$350,000 Additional Note”) to PureTech Health LLC for a cash purchase price of $350,000, and (ii) the Issuer issued a warrant to purchase 43,133,803 shares of Common Stock of the Issuer (the “Third Closing Warrant”) pursuant to the Note and Warrant Purchase Agreement, dated as of February 21, 2023 and as amended on May 1, 2023 (the “Amended NPA”), by and among the Note Parties and PureTech Health LLC. The Note Parties and PureTech Health LLC waived certain conditions of this issuance but not with respect to any future issuance of Additional Notes. The $350,000 Additional Note is convertible into a number of shares of Common Stock of the Issuer equal to (i) the principal amount plus accrued and unpaid interest, divided by (ii) the initial conversion price of $0.0142. The $350,000 Additional Note and the Third Closing Warrant are on the same terms (other than conversion price and exercise price) and in the same forms as the $2.0 Million Additional Note and the Second Closing Warrant issued on May 1, 2023, respectively, which were previously filed with Amendment No. 5 to this Schedule 13D.

Item 5. Interest in Securities of the Issuer

Item 5 of the Schedule 13D is hereby amended and restated in its entirely as follows:

(a) As of the date hereof, the Reporting Persons may be deemed, for purposes of Rule 13d-3 of the Act, directly or indirectly, including by reason of their mutual affiliation, to be the beneficial owners of the shares of Common Stock described in this Schedule 13D.

Based on the 73,335,110 shares of the Issuer’s common stock outstanding as of May 12, 2023 (as set forth in the Issuer’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2023), the Common Stock held by the Reporting Persons constitutes 88.4% of the outstanding shares of Common Stock of the Issuer.

PureTech Health plc, may be deemed to beneficially own all of the shares of Common Stock held directly by PureTech Health LLC.

(b) The Reporting Persons have shared voting power and shared dispositive power with regard to (i) the 16,727,582 shares of Common Stock held directly by PureTech Health LLC, (ii) 155,520 options to purchase shares Common Stock held by PureTech Health LLC, (iii) the 216,208 warrants to purchase shares of Common Stock held by PureTech Health LLC, (iv) warrants to purchase 23,688,047 shares of Common Stock issued on February 21, 2023, (v) warrants to purchase 192,307,692 shares of Common Stock issued on May 1, 2023, (vi) warrants to purchase 43,133,803 shares of Common Stock issued on May 26, 2023, (vii) 18,786,443 shares of Common Stock issuable upon conversion of a convertible note issued to PureTech Health LLC on February 21, 2023 (assuming accrued and unpaid interest through May 26, 2023) and (viii) 110,805,861 shares of Common Stock issuable upon conversion of a convertible note issued on May 1, 2023 (assuming accrued and unpaid interest through May 26, 2023) and (ix) 24,647,887 shares of Common Stock issuable upon conversion of a convertible note issued on May 26, 2023.

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(c) The information contained in Items 1, 3 and 4 to this Schedule 13D is herein incorporated by reference. Except as disclosed herein, none of (i) the Reporting Persons and (ii) to the Reporting Persons’ knowledge, the persons set forth on Schedule I of this Schedule 13D, has effected any transaction in the Issuer’s Common Stock during the past 60 days.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts; Arrangements, Understandings or relationship with respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

Item 4 above summarizes certain provisions of the $350,000 Additional Note and the Third Closing Warrants and is incorporated herein by reference. The form of convertible note and warrant were previously filed with Amendment No. 5 to this Schedule 13D.

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SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 30, 2023

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