Item 1.01 Entry into a Material Definitive Agreement.
Promissory Notes and Promissory Note Warrants
On
General Terms of the Notes
The Initial Note bears interest at a rate of 12% per annum, and matures on
The NPA contains certain covenants that restrict the ability of the Notes Issuers and their subsidiaries to, among other things, incur indebtedness, place liens on assets, transfer assets to subsidiaries of the Notes Issuers (other than other Note Parties), transfer ownership of, or exclusively license or grant exclusive rights to use, certain intellectual property, dispose of any tangible or intangible assets, properties or businesses, or engage in certain fundamental transactions, subject, in each case, to certain exceptions. The NPA also contains certain representations and warranties of the Notes Issuers, and certain customary events of default, including a failure by the Notes Issuers to pay amounts due thereunder.
Additional Notes; Other Investor Notes
Pursuant to the NPA, the Initial Investor has agreed, upon the request of the
Notes Issuers, to purchase from the Notes Issuers an additional
Pursuant to the NPA, the Notes Issuers may offer and sell additional short term
convertible senior secured notes identical to the Initial Note to other
investors in an aggregate principal amount of up to
Pursuant to the NPA, in the event that the Company sells Other Investor Notes, the Initial Investor will be entitled to participation rights to purchase additional Other Investor Notes that are incremental to the notes sold to other investors up to such aggregate principal amount as would allow the Initial Investor to maintain up to a 23% ownership percentage of the total original principal amount of the sum of the Initial Note, the Additional Notes and the Other Investor Notes. The Initial Note, the Additional Notes and the Other Investor Notes (including any such notes issued to the Initial Investor pursuant to its participation right) are hereafter referred to as the "Notes".
Extension of Maturity
The NPA provides that if the Company receives (i) the approval of its
stockholders to certain transactions as described below on or prior to
Conversionof the Notes
The NPA provides that the Notes are not convertible, and the Warrants are not
exercisable, until the Company receives stockholder approval for the issuance of
the shares of Common Stock issuable upon conversion of the Notes and the
exercise of the Warrants (the "Stockholder Approval") in accordance with the
terms thereof. The NPA provides that the Company will use its reasonable best
efforts to obtain the Stockholder Approval at the first annual general meeting
of its stockholders following the issuance of the Initial Note, which, pursuant
to the terms of the NPA, must be held no later than
The NPA provides that following receipt of the Stockholder Approval (i) the
Initial Note will be convertible at the option of the Initial Investor, in whole
or in part, into a number of shares of Common Stock equal to (x) the outstanding
principal amount of the Initial Note being converted plus accrued and unpaid
interest divided by (y) a conversion price of
The NPA provides that the Notes will be convertible at the option of the
Company, in whole but not in part ("Company Conversion"), (i) following receipt
of the Stockholder Approval on or prior to
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit Description Number 10.1# Note Purchase Agreement, datedFebruary 21, 2023 , by and amongGelesis Holdings, Inc. ,Gelesis, Inc. ,Gelesis 2012, Inc.,Gelesis LLC and PureTech Health LLC 10.2 Form of the Convertible Senior Secured Promissory Note 10.3 Form of Warrant 10.4# Security and Pledge Agreement, datedFebruary 21, 2023 , by and amongGelesis Holdings, Inc. ,Gelesis, Inc. ,Gelesis 2012, Inc.,Gelesis LLC and PureTech Health LLC 10.5# Patent Security Agreement, datedFebruary 21, 2023 , by and amongGelesis Holdings, Inc. ,Gelesis, Inc. ,Gelesis 2012, Inc.,Gelesis LLC and PureTech Health LLC 10.6# Trademark Security Agreement, datedFebruary 21, 2023 , by and amongGelesis Holdings, Inc. ,Gelesis, Inc. ,Gelesis 2012, Inc.,Gelesis LLC and PureTech Health LLC 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
# Certain schedules and exhibits have been omitted from this filing pursuant to
Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will
be furnished to the
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