Explanatory Note
This Amendment No. 8 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 and Item 6.
Item 4. Purpose of Transaction.
Item 4 of the
Schedule 13D is hereby amended and supplemented as follows:
Amendment to the Note and Warrant Purchase Agreement
On June 28, 2023, the Issuer and certain of its subsidiaries (the Note Parties) and PureTech Health LLC entered into an Amendment
No. 3 to the Note and Warrant Purchase Agreement (the NPA Amendment No. 3), which amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 and amended on May 1, 2023
and June 12, 2023, by and among the Note Parties and PureTech Health LLC (as amended, the NPA). The NPA Amendment No. 3 provides that the maturity date of the convertible notes issued pursuant to the NPA is extended to
March 31, 2024, unless earlier converted or redeemed.
The foregoing descriptions of the NPA Amendment No. 3 do not purport to be complete and
are qualified in their entirety by the full text of such agreement. A copy of the NPA Amendment No. 3 is attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 6. Contracts; Arrangements, Understandings or relationship with respect to Securities of the Issuer.
This Item 6 is hereby supplemented by incorporating by reference Item 4 of this Schedule 13D.
Item 4 above summarizes certain provisions of the NPA Amendment No. 3 and is incorporated herein by reference. A copy of the NPA Amendment No. 3 is
attached as an exhibit to this Schedule 13D and incorporated herein by reference.
Item 7. Materials to be filed as Exhibits.
Item 7 of the Schedule 13D is hereby amended and supplemented as follows: