Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)

 

 Filed Pursuant to Rule 424(b)(3)
 Registration No. 333-262672 

Prospectus Supplement No. 6

(To Prospectus dated June 7, 2022)

 

 

PROSPECTUS FOR
132,857,109 SHARES OF COMMON STOCK
24,333,365 WARRANTS TO PURCHASE SHARES OF COMMON STOCK
AND
24,333,365 SHARES OF COMMON STOCK UNDERLYING WARRANTS
OF
GELESIS HOLDINGS, INC.

This prospectus supplement is being filed to update and supplement the information contained in the prospectus dated June 7, 2022 (as supplemented or amended from time to time, the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-262672). This prospectus supplement is being filed to update and supplement the information included or incorporated by reference in the Prospectus with the information contained in our Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2022 (the “Form 8-K”). Accordingly, we have attached the Form 8-K to this prospectus supplement.

This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.

Our common stock is listed on the New York Stock Exchange (“NYSE”) under the symbol “GLS” and our public warrants are listed on the NYSE under the symbol “GLS WS.” On September 30, 2022, the last reported closing prices of our common stock and public warrants, as reported by the NYSE, were $1.08 and $0.05, respectively.

Investing in our securities involves risks that are described in the “Risk Factors” section beginning on page 22 of the Prospectus.

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued or sold under the Prospectus or determined if the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus supplement is October 3, 2022

 

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

 

FORM 8-K

 

 

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 27, 2022

 

 

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
Redeemable warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50		GLS WS		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 September 27, 2022, Gelesis Holdings, Inc. (the "Company") entered into a Separation and General Release Agreement (the "Agreement") with David Abraham, the Company's General Counsel, Chief Compliance Officer and Corporate Secretary. Pursuant to the Agreement, Mr. Abraham will cease to serve as General Counsel, Chief Compliance Officer and Corporate Secretary, effective October 1, 2022. Mr. Abraham will provide consulting services to the Company to assist with the transition of his responsibilities.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which we intend to file as an exhibit to our next periodic report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report On Form 8-K.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

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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:	October 3, 2022	By:	/s/ Elliot Maltz
			Elliot Maltz Chief Financial Officer (Principal Financial and Accounting Officer)

 

 

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