Proceeds from this transaction will be used to
further support the national launch of Plenity
Gelesis will begin trading on the New York
Stock Exchange as “GLS” on Friday, January 14, 2022 and will ring
the opening bell on Tuesday, January 18
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) (“PureTech” or the
“Company”), a clinical-stage biotherapeutics company noted today
that its Founded Entity, Gelesis, Inc. (“Gelesis”), the maker of
Plenity®, an FDA-cleared weight management approach, announced the
completion of its business combination with Capstar Special Purpose
Acquisition Corp. (NYSE: CPSR) (“Capstar”). The publicly traded
company will be known as Gelesis Holdings, Inc. and will begin
trading on the New York Stock Exchange under the ticker symbol
“GLS” on January 14, 2022.
Both Gelesis Inc. and Capstar shareholders voted to approve the
business combination. The transaction generated approximately $105
million in gross proceeds, which will be mainly used to support the
broad launch of Plenity.
“We are pleased with the completion of this transaction, which
now makes Gelesis the third publicly-traded Founded Entity for
PureTech,” said Eric Elenko, Chief Innovation and Strategy Officer
at PureTech. “Our public Founded Entities - which include Gelesis,
Karuna and Vor - represent an important component of our unique
value-generating model for developing new medicines. We look
forward to the success of Gelesis as a public company as they
execute on the broad launch of Plenity® across the United
States.”
The full text of the announcement from Gelesis is as
follows:
Gelesis®, the Maker of Plenity® for Weight
Management, Will Debut as a Publicly Traded Company Following the
Closing of its Business Combination with Capstar
Proceeds from this transaction will be used to
further support the national launch of Plenity
Gelesis will begin trading on the New York
Stock Exchange as “GLS” on Friday, January 14, 2022 and will ring
the opening bell on Tuesday, January 18
BOSTON, MA & AUSTIN, TX, January 13, 2022 – Gelesis,
the maker of Plenity®, an FDA-cleared weight management approach,
announced today the completion of its business combination with
Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) (“Capstar”).
The publicly traded company will be known as Gelesis Holdings, Inc.
(“Gelesis” or “the Company”) and will commence trading on the New
York Stock Exchange under the ticker symbol “GLS” on January 14,
2022.
Both Gelesis Inc. and Capstar shareholders voted to approve the
business combination. The transaction generated approximately $105
million in gross proceeds, which will be mainly used to support the
broad launch of Plenity.
“We have developed the science and support to help make a
difference in the lives of millions of Americans who struggle with
their weight, many of whom have never had a prescription option
before,” said Yishai Zohar, founder and CEO of Gelesis. “The
closing of this transaction allows us to accelerate our efforts to
bring forward this innovative and FDA cleared solution to help
people achieve their weight goals. Approximately 71 million
Americans gained weight during the pandemic and 51% of all
Americans wanted to lose weight this past year1. We are proud to
have taken Plenity from inception and to now be in the position to
make it more broadly available for them. We look forward to
executing on our plans and delivering value for our
shareholders.”
Plenity is transforming weight management with a clinically
proven approach inspired by raw vegetables. Plenity is designed to
help people feel satisfied with smaller portions so they can eat
less and lose weight, while enjoying foods they love as part of a
reduced calorie diet. It is FDA-cleared to aid in weight management
in adults with excess weight or obesity, as defined by a Body Mass
Index (BMI) of 25 to 40 kg/m², when used in conjunction with diet
and exercise. It is taken orally as three capsules with 16 ounces
of water twice a day, 20 minutes before lunch and dinner. If a dose
is missed, it can be taken with the meal or immediately after.
Plenity is not a drug; it is non-systemic and not habit forming.
Plenity instead uses a novel biomimetic approach inspired by the
composition and mechanical properties of vegetables that makes
adults feel fuller faster and longer with smaller portions. In
clinical trials, 6 out of 10 adults had clinically meaningful
weight loss (on average they lost 22 pounds) and the safety profile
was similar to placebo.
Plenity is available by prescription via a free telehealth
consultation, with unlimited follow-up visits as needed, or through
a traditional healthcare provider experience. The pandemic
continues to prove out the importance of convenient access to
healthcare, and the Plenity experience—including both the digital
model and the strong efficacy to safety profile—is built to address
that. Visit MyPlenity.com to start an online consultation or talk
to one’s own doctor about whether Plenity is right for you. A
Plenity subscription costs $98 for a four-week supply ($1.75 per
meal) and, if prescribed, the product arrives in two business
days.
Important Safety Information about Plenity
- Patients who are pregnant or are allergic to cellulose, citric
acid, sodium stearyl fumarate, gelatin, or titanium dioxide should
not take Plenity.
- To avoid impact on the absorption of medications:
- For all medications that should be taken with food, take them
after starting a meal.
- For all medications that should be taken without food (on an
empty stomach), continue taking on an empty stomach or as
recommended by your physician.
- The overall incidence of side effects with Plenity was no
different than placebo. The most common side effects were diarrhea,
distended abdomen, infrequent bowel movements, and flatulence.
- Contact a doctor right away if problems occur. If you have a
severe allergic reaction, severe stomach pain, or severe diarrhea,
stop using Plenity until you can speak to your doctor.
Rx Only. For the safe and proper use of Plenity or more
information, talk to a healthcare professional, read the Patient
Instructions for Use, or call 1-844-PLENITY.
Advisors Citi served as exclusive financial advisor to
Gelesis and Goodwin Procter LLP served as legal counsel to Gelesis.
UBS Investment Bank served as exclusive financial and lead capital
markets advisor to Capstar and Kramer Levin Naftalis & Frankel
LLP served as its legal counsel. UBS Investment Bank and Citi
served as private placement agents to Capstar with respect to the
PIPE financing. Winston & Strawn LLP served as counsel to the
placement agents. BTIG, LLC also served as a capital markets
advisor to Capstar.
About Gelesis Gelesis is a consumer-centered
biotherapeutics company advancing a novel category of treatments
for weight management and gut related chronic diseases. Our
non-systemic superabsorbent hydrogels are the first and only made
entirely from naturally derived building blocks, and they are
inspired by the composition (i.e., water & cellulose) and
mechanical properties (e.g., elasticity or firmness) of raw
vegetables. They are conveniently administered in capsules to
create a much larger volume of small, non-aggregating hydrogel
pieces that become an integrated part of the meals, and act locally
in the digestive system. Our portfolio includes Plenity®, an
FDA-cleared product to aid in weight management, as well as
potential therapies in development for patients with Type 2
Diabetes, Non-alcoholic Fatty Liver Disease (NAFLD)/Non-alcoholic
Steatohepatitis (NASH), and Functional Constipation. For more
information, visit gelesis.com, or connect with us on Twitter
@GelesisInc.
Forward-Looking Statements Certain statements, estimates,
targets and projections in this press release may constitute
“forward-looking statements” within the meaning of the federal
securities laws. The words “anticipate,” “believe,” continue,”
“could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,”
“possible,” “potential,” “predict,” “project,” “should,” “strive,”
“would” and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that
statement is not forward looking. Forward-looking statements are
predictions, projections and other statements about future events
that are based on current expectations and assumptions and, as a
result, are subject to risks and uncertainties. Forward-looking
statements include, but are not limited to, the competitive
environment in which Gelesis operates, the expected future
operating and financial performance and market opportunities of
Gelesis and statements regarding Gelesis’ expectations, hopes,
beliefs, intentions or strategies regarding the future. In
addition, any statements that refer to projections, forecasts, or
other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking
statements. Forward-looking statements speak only as of the date
they are made. Readers are cautioned not to put undue reliance on
forward-looking statements, and Gelesis and Capstar assume no
obligation and do not intend to update or revise these
forward-looking statements, whether as a result of new information,
future events, or otherwise. Gelesis and Capstar give no assurance
that any expectations set forth in this press release will be
achieved. Various factors could cause actual future results,
performance or events to differ materially from those described
herein. Some of the factors that may impact future results and
performance may include, without limitation: (i) the size, demand
and growth potential of the markets for Plenity®, Gelesis’ other
product candidates and its ability to serve those markets; (ii) the
degree of market acceptance and adoption of Gelesis’ products;
(iii) Gelesis’ ability to develop innovative products and compete
with other companies engaged in the weight loss industry; (iv)
Gelesis’ ability to complete successfully the full commercial
launch of Plenity® and its growth plans, including new possible
indications and the clinical data from ongoing and future studies
about liver and other diseases; (v) failure to realize the
anticipated benefits of the business combination, including as a
result of a delay or difficulty in integrating the businesses of
Capstar and Gelesis; (vi) the amount of redemption requests made by
Capstar shareholders; (vii) the ability of Capstar or the combined
company to issue equity or equity-linked securities or obtain debt
financing in connection with the proposed business combination or
in the future; (viii) the outcome of any legal proceedings that may
be instituted against Capstar, Gelesis, the combined company or
others following the announcement of the proposed business
combination and any definitive agreements with respect thereto;
(ix) the ability to meet stock exchange listing standards at or
following the consummation of the proposed business combination;
(x) the risk that the proposed business combination disrupts
current plans and operations of Gelesis as a result of the
announcement and consummation of the proposed business combination,
and as a result of the post-transaction company being a publicly
listed issuer; (xi) the regulatory pathway for Gelesis’ products
and responses from regulators, including the FDA and similar
regulators outside of the United States, (xii) the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain Gelesis’
management and key employees; (xiii) costs related to the proposed
business combination, including costs associated with the
post-transaction company being a publicly listed issuer; (xiv)
changes in applicable laws or regulations; (xv) the possibility
that Gelesis or the combined company may be adversely affected by
other economic, business, regulatory and/or competitive factors;
(xvi) Gelesis’ estimates of expenses and profitability; (xvii)
ongoing regulatory requirements, (xviii) any competing products or
technologies that may emerge, (xix) the volatility of the
telehealth market in general, or insufficient patient demand; (xx)
the ability of Gelesis to defend its intellectual property and
satisfy regulatory requirements; (xxi) the impact of the COVID 19
pandemic on Gelesis’ business; (xxii) the limited operating history
of Gelesis; and (xxiii) those factors discussed in Capstar’s final
prospectus dated July 6, 2020, Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 and the Registration Statement
on Form S-4, in each case, under the heading “Risk Factors”, and
other documents of Capstar filed, or to be filed, with the SEC, by
Capstar. These filings address other important risks and
uncertainties that could cause actual results and events to differ
materially from those contained in the forward-looking
statements.
About PureTech Health PureTech is a clinical-stage
biotherapeutics company dedicated to discovering, developing and
commercializing highly differentiated medicines for devastating
diseases, including inflammatory, fibrotic and immunological
conditions, intractable cancers, lymphatic and gastrointestinal
diseases and neurological and neuropsychological disorders, among
others. The Company has created a broad and deep pipeline through
the expertise of its experienced research and development team and
its extensive network of scientists, clinicians and industry
leaders. This pipeline, which is being advanced both internally and
through PureTech's Founded Entities, is comprised of 25
therapeutics and therapeutic candidates, including two that have
received both U.S. FDA clearance and European marketing
authorization, as of the date of PureTech's most recently filed
Half Year Report and corresponding Form 6-K. All of the underlying
programs and platforms that resulted in this pipeline of
therapeutic candidates were initially identified or discovered and
then advanced by the PureTech team through key validation points
based on the Company's unique insights into the biology of the
brain, immune and gut, or BIG, systems and the interface between
those systems, referred to as the BIG Axis.
For more information, visit www.puretechhealth.com or connect
with us on Twitter @puretechh.
Ownership Information Following the closing of the
business combination, PureTech holds 16,727,582 shares of Gelesis
common stock, which is equal to approximately 23.2% of Gelesis’
outstanding common shares. PureTech also holds options and warrants
to purchase additional shares and is eligible to receive additional
earnout shares in accordance with the terms of the business
combination agreement. PureTech is also eligible to receive certain
payments from Gelesis under its license agreement, including
sublicense payments and royalties on sales of certain products.
Cautionary Note Regarding Forward-Looking Statements This
press release contains statements that are or may be
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements contained
in this press release that do not relate to matters of historical
fact should be considered forward-looking statements, including
without limitation those statements that relate to the commencement
of trading in Gelesis’ stock following the close of its merger with
Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) or matters
related thereto, the use of proceeds from the merger transaction,
Gelesis’ plans with respect to the broad commercial launch of
Plenity®, the competitive environment in which Gelesis operates,
and Gelesis' and PureTech’s future prospects, development plans,
and strategies. The forward-looking statements are based on current
expectations and are subject to known and unknown risks,
uncertainties and other important factors that could cause actual
results, performance and achievements to differ materially from
current expectations, including, but not limited to, those risks,
uncertainties and other important factors described under the
caption “Risk Factors” in our Annual Report on Form 20-F for the
year ended December 31, 2020 filed with the SEC and in our other
regulatory filings. These forward-looking statements are based on
assumptions regarding the present and future business strategies of
the Company and the environment in which it will operate in the
future. Each forward-looking statement speaks only as at the date
of this press release. Except as required by law and regulatory
requirements, we disclaim any obligation to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise.
1 Extrapolated from 246,324,983 Americans aged 18+ based on an
online survey conducted Oct 26-Nov 3 by Kelton Global on behalf of
Gelesis.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220113005967/en/
PureTech Public Relations
publicrelations@puretechealth.com Investor Relations
IR@puretechhealth.com
EU Media Ben Atwell, Rob Winder +44 (0) 20 3727 1000
ben.atwell@FTIconsulting.com
U.S. Media Nichole Sarkis +1 774 278 8273
nichole@tenbridgecommunications.com
PureTech Health (NASDAQ:PRTC)
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