Item 7.01. Regulation FD Disclosure.
OnApril 2, 2023 ,Gelesis Holdings, Inc. (the "Company") received a non-binding indication of interest fromPureTech Health LLC ("PureTech") (Nasdaq: PRTC, LSE: PRTC) to acquire all of the outstanding capital stock of the Company for$0.21 per share, payable in shares ofPureTech . The terms of any potential agreement between the Company andPureTech would be contingent on certain conditions, including approval byPureTech's board of directors and a special committee of the Company's board of directors and negotiation of definitive transaction documents. The indication of interest also contains a non-binding offer to provide$5 million of senior secured financing to fund day-to-day operations of the Company, the terms of which are to be negotiated and determined. The Company also notes that it is currently evaluating various strategic alternatives. The Company's board of directors will carefully evaluatePureTech's indication of interest within the context of its ongoing review of various strategic alternatives and in consultation with its financial and legal advisors. No assurance can be given that a definitive agreement with respect toPureTech's indication of interest will be executed or that any other potential transaction will be consummated. The Company does not undertake any obligation to provide any updates with respect to any transaction, except as required under applicable law. The information in this Item 7.01 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing. This Current Report on Form 8-K will not be deemed an admission as to the materiality of any of the information contained in this Item 7.01.
Cautionary Note Regarding 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,
statements regarding the Company's or its management team's expectations, hopes,
beliefs, intentions or strategies regarding the future, including those relating
to the Company's expected operating and financial performance and market
opportunities. In addition, any statements that refer to guidance, 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 the
Company assumes no obligation and does not intend to update or revise these
forward-looking statements, whether as a result of new information, future
events, or otherwise. The Company gives no assurance that any expectations set
forth in this press release will be achieved. Various risks and uncertainties
(some of which are beyond the Company's control) or other factors could cause
actual future results, performance or events to differ materially from those
described herein. Some of these potential risks and uncertainties include, but
are not limited to, uncertainty as to the pricing, timing or terms of any
transaction with
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