Current Report Filing (8-k)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2023

 

 

Gelesis Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-39362	84-4730610
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
501 Boylston Street Suite 6102
Boston, Massachusetts				02116
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 617 456-4718

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		GLS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2023, Dominic Perks notified the board of directors (the “Board”) of Gelesis Holdings, Inc. (the “Company”) that he is resigning from the Board as a Class I director, effective immediately. Mr. Perks’ decision to resign from the Board was due to his other professional responsibilities and was not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Perks served on the Board at the request of Hambro Perks Asset Management Limited, a Guernsey limited company (“Hambro Perks”) and the manager of HPSO SPV Limited, a beneficial owner of more than 10% of the Company’s outstanding shares of common stock as of March 24, 2023. Mr. Perks resigned from his position with Hambro Perks concurrently with his resignation from the Board.

Pending the identification of a new director nominee to serve on behalf of Hambro Perks and the Board’s review and analysis of the qualifications of such a nominee, at the request of Hambro Perks, the Board has appointed a non-voting observer who shall attend Board meetings on behalf of Hambro Perks.

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

			GELESIS HOLDINGS, INC.
Date:	April 17, 2023	By:	/s/ Elliot Maltz
			Elliot Maltz Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

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