|
Item 2.01
|
Completion of Acquisition or Disposition of Assets.
|
The
disclosure set forth under “Introductory Note” above is incorporated in this Item 2.01 by reference.
On
January 11, 2022, CPSR held a special meeting of stockholders (the “Special Meeting”) at which the stockholders of CPSR considered
and approved, among other matters, a proposal to adopt the Business Combination Agreement. On the Closing Date, the parties to the Business
Combination Agreement consummated the Transactions.
Prior
to the Special Meeting, holders of 26,844,777 shares of CPSR Class A Common Stock exercised their right to redeem such shares for cash
at a price of approximately 10.00 per share for aggregate payments of $268,646,943.23. At the Closing, (i) an aggregate of 755,223 shares
of CPSR Class A Common Stock and 4,916,250 shares of CPSR Class B Common Stock were exchanged for an equivalent number of shares of Common
Stock; (ii) an aggregate of 54,814,847 shares of Common Stock were issued in exchange for shares of common stock, par value $0.0001 per
share, of Old Gelesis (“Old Gelesis Common Stock”) outstanding as of immediately prior to the Effective Time; (iii) an aggregate
of 9,000,000 shares of Common Stock were issued to the PIPE Investors in connection with the PIPE Financing; (iv) an aggregate of 2,727,967
shares of Common Stock were issued to the Backstop Purchasers; and (v) the Company had an earnout obligation pursuant to which it may
be required to issue up to 23,482,845 shares of Common Stock. Moreover, at the Closing, (i) each outstanding redeemable public warrant
of CPSR, each outstanding private placement warrant of CPSR and each outstanding warrant of Old Gelesis became a warrant to purchase shares
of Common Stock and (ii) each vested and unvested option of Old Gelesis outstanding as of immediately prior to the Effective Time was
assumed by New Gelesis, to be settled or exercisable for shares of Common Stock, based on an implied Old Gelesis equity value of $675
million. Immediately after giving effect to the Transactions, there were 72,214,287 shares of Common Stock outstanding and 13,486,708
shares of Common Stock subject to outstanding equity awards. After the Closing Date, CPSR Class A Common Stock ceased trading on the New
York Stock Exchange (“NYSE”), and shares of New Gelesis Common Stock and the New Gelesis public warrants began trading on
the New York Stock Exchange under the symbol “GLS” and “GLS WS”, respectively, on January 14, 2022.
The
material terms and conditions of the Business Combination Agreement and its related agreements are described on pages 87 to 103 of CPSR’s
final prospectus and definitive proxy statement, dated December 27, 2021 (the “Proxy Statement/Prospectus”) and filed with
the SEC, under the headings titled “Business Combination Proposal — The Business Combination Agreement” and “Business—
Combination Proposal-Related Agreements”, each of which is incorporated herein by reference.
FORM 10 INFORMATION
Item
2.01(f) of Form 8-K states that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as CPSR was immediately before the Business Combination,
then the registrant must disclose the information that would be required if the registrant were filing a general form for registration
of securities on Form 10. Accordingly, the Company, as the successor registrant to CPSR following the consummation of the Business Combination,
is providing the information below that would be included in a Form 10 if the Company were to file a Form 10. Please note that the information
provided below relates to the Company as the combined company after the consummation of the Business Combination unless otherwise specifically
indicated or the context otherwise requires.
Cautionary Note Regarding Forward-Looking Statements
Certain
statements in this Current Report and in the documents incorporated herein by reference 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 our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future,
including those relating to the Transactions and their expected benefits, New Gelesis’ performance following the Transactions,
the competitive environment in which Gelesis operates, the expected future operating and financial performance and market
opportunities of Gelesis and statements regarding Gelesis’ expectations, hopes, beliefs, intentions or strategies regarding
the future. In addition, any statements that refer to 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 New Gelesis 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. New Gelesis gives no assurance that any expectations set forth in this Current Report will be achieved.
Various risks and uncertainties (some of which are beyond our control) or other factors could cause actual future results,
performance or events to differ materially from those described herein. These risks and uncertainties include, but are not limited
to, those factors described under the heading “Risk Factors” in the Proxy Statement/Prospectus beginning on page 35.
Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may
vary in material respects from those projected in these forward-looking statements.
Business
The
businesses of Old Gelesis and CPSR prior to the Business Combination are described in the Proxy Statement/Prospectus in the sections
titled “Information About CPSR” and “Information About Gelesis” beginning on pages 171 and
182, respectively, and that information is incorporated herein by reference.
Risk Factors
The
risk factors related to our business and operations and the Transactions are set forth in the Proxy Statement/Prospectus in the
section titled “Risk Factors” beginning on page 35 and are incorporated herein by reference.
Management’s Discussion and Analysis of Financial Condition
and Results of Operations
The
disclosure contained in the Proxy Statement/Prospectus in the section titled “Management’s Discussion and Analysis of
Financial Condition and Results of Operations of Gelesis” beginning on page 211 is incorporated herein by reference.
Quantitative and Qualitative Disclosures about Market Risk
The
disclosure contained in the Proxy Statement/Prospectus in the sections titled “Management’s Discussion and Analysis
of Financial Condition and Results of Operations of Gelesis — Quantitative and Qualitative Disclosures About Market
Risk” beginning on page 235 is incorporated herein by reference.
Properties
Our
principal executive offices are located at 501 Boylston Street, Suite 6102, Boston, MA 02116. We also operate manufacturing and research
and development facilities in Italy, including a 51,000 square foot facility, as well as approximately 12 acres of land, where we have
initiated construction of an additional 207,000 square foot facility. Both facilities are near the Town of Lecce in the Puglia region
of Italy.
Security Ownership of Certain Beneficial Owners and Management
The
following table sets forth information regarding the beneficial ownership of Common Stock immediately following consummation of the Transactions
by:
|
·
|
each person known to be the beneficial owner of more than 5% of New Gelesis’ outstanding Common
Stock immediately following the consummation of the Transactions;
|
|
·
|
each of New Gelesis’ executive officers and directors; and
|
|
·
|
all executive officers and directors of New Gelesis as a group following the consummation of the Transactions.
|
Beneficial
ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security
if he, she or it possesses sole or shared voting or investment power over that security. Under those rules, beneficial ownership includes
securities that the individual or entity has the right to acquire, such as through the exercise of stock options, within 60 days. Shares
subject to options that are currently exercisable or exercisable within 60 days of the Closing Date are considered outstanding and beneficially
owned by the person holding such options for the purpose of computing the percentage ownership of that person but are not treated as outstanding
for the purpose of computing the percentage ownership of any other person. Unless otherwise indicated, New Gelesis believes that the persons
and entities named in the table below have sole voting and investment power with respect to all shares shown as beneficially owned by
them. Unless otherwise noted, the business address of each of the directors and executive officers of New Gelesis is 501 Boylston Street,
Suite 6102, Boston, MA 02116. The percentage of beneficial ownership of New Gelesis is calculated based on 72,214,287
shares of Common Stock outstanding immediately after giving effect to the Transactions.
Name and Address of Beneficial Owner
|
|
Number of Shares
|
|
|
%
|
|
Directors and Officers:
|
|
|
|
|
|
|
|
|
Yishai Zohar(1)
|
|
|
2,686,467
|
|
|
|
3.6
|
%
|
David Pass(2)
|
|
|
1,096,956
|
|
|
|
1.5
|
%
|
Elliot Maltz(3)
|
|
|
365,034
|
|
|
|
*
|
|
Harry L. Leider(4)
|
|
|
668,366
|
|
|
|
*
|
|
Elaine Chiquette(5)
|
|
|
654,110
|
|
|
|
*
|
|
Alessandro Sannino(6)
|
|
|
2,161,843
|
|
|
|
2.9
|
%
|
David Abraham(7)
|
|
|
37,799
|
|
|
|
*
|
|
Raju Kucherlapati
|
|
|
15,000
|
|
|
|
|
|
Dominic Perks
|
|
|
—
|
|
|
|
|
|
Alison Bauerlein(8)
|
|
|
40,319
|
|
|
|
*
|
|
Jane Wildman(9)
|
|
|
57,600
|
|
|
|
*
|
|
Kathryn Cavanaugh
|
|
|
12,825
|
|
|
|
*
|
|
Paul Fonteyne(10)
|
|
|
181,441
|
|
|
|
*
|
|
Clayton Christopher(11)
|
|
|
—
|
|
|
|
|
|
All Directors and Executive Officers as a group (13 individuals)
|
|
|
7,977,760
|
|
|
|
9.94
|
%
|
Five Percent Holders:
|
|
|
|
|
|
|
|
|
PureTech Health LLC(12)
|
|
|
17,099,310
|
|
|
|
23.6
|
%
|
SSD2 LLC(13)
|
|
|
13,405,732
|
|
|
|
18.22
|
%
|
HPSO SPV Limited(14)
|
|
|
12,181,993
|
|
|
|
16.9
|
%
|
Capstar Sponsor Group, LLC(15)
|
|
|
12,391,362
|
|
|
|
15.5
|
%
|
R. Steven Hicks(15)
|
|
|
12,391,362
|
|
|
|
15.5
|
%
|
|
(1)
|
Consists of 465,121 shares of Common Stock issued to Mr. Zohar in exchange for outstanding pre-Closing shares of Old Gelesis and options
to purchase up to 2,221,346 shares of Common Stock which have vested or which will vest within 60 days of the Closing Date Stock issued
to Mr. Zohar in exchange for outstanding pre-Closing options of Old Gelesis.
|
|
(2)
|
Consists of options to purchase up to 1,096,956 shares of Common Stock which have vested or which will vest within 60 days of the
Closing Date issued to Mr. Pass in exchange for outstanding pre-Closing options of Old Gelesis.
|
|
(3)
|
Consists of options to purchase up to 365,034 shares of Common Stock which have vested or which will vest within 60 days of the Closing
Date issued to Mr. Maltz in exchange for outstanding pre-Closing options of Old Gelesis.
|
|
(4)
|
Consists of options to purchase up to 668,366 shares of Common Stock which have vested or which will vest within 60 days of the Closing
Date issued to Mr. Leider in exchange for outstanding pre-Closing options of Old Gelesis.
|
|
(5)
|
Consists of options to purchase up to 654,110 shares of Common Stock which have vested or which will vest within 60 days of the Closing
Date issued to Ms. Chiquette in exchange for outstanding pre-Closing options of Old Gelesis.
|
|
(6)
|
Consists of 138,177 shares of Common Stock issued to Mr. Sannino in exchange for outstanding pre-Closing shares of Old Gelesis Common
Stock at the Closing, 623,727 shares of Common Stock issued to One S.r.l. (“One”), an entity in which our subsidiary, Gelesis,
Inc., holds a 10% equity interest, in exchange for outstanding pre-Closing shares of Old Gelesis Common Stock at the Closing, options
to purchase up to 425,733 shares of Common Stock which have vested or which will vest within 60 days of the Closing Date issued to Mr.
Sannino in exchange for outstanding pre-Closing options of Old Gelesis and warrants to purchase up to 974,206 shares of Common Stock issued
to Mr. Sannino in exchange for outstanding pre-Closing warrants of Old Gelesis. Mr. Sannino is a co-founder of One and may be deemed to
have shared beneficial ownership of the shares held directly by One. Mr. Sannino disclaims beneficial ownership over the shares beneficially
owned by One, except to the extent of any pecuniary interest.
|
|
(7)
|
Consists of options to purchase up to 37,799 shares of Common Stock which have vested or which will vest within 60 days of the Closing
Date issued to Mr. Abraham in exchange for outstanding pre-Closing options of Old Gelesis.
|
|
(8)
|
Consists of options to purchase up to 40,319 shares of Common Stock which have vested or which will vest within 60 days of the Closing
Date issued to Ms. Bauerlein in exchange for outstanding pre-Closing options of Old Gelesis.
|
|
(9)
|
Consists options to purchase up to 57,600 shares of Common Stock which have vested or which will vest within 60 days of the Closing
Date issued to Ms. Wildman in exchange for outstanding pre-Closing options of Old Gelesis.
|
|
(10)
|
Consists of options to purchase 181,441 shares of Common Stock which have vested or which will vest within 60 days of the Closing
Date issued to Mr. Fonteyne in exchange for outstanding pre-Closing options of Old Gelesis.
|
|
(11)
|
Consists of 461,498 shares of Common Stock issued to Mr. Christopher in exchange for outstanding pre-Closing shares of CPSR Class
B Common Stock and warrants to purchase up to 752,000 shares of Common Stock issued to Mr. Christopher in exchange for outstanding pre-Closing
warrants of CPSR.
|
|
(12)
|
Consists of 17,099,310 shares of Common Stock, including 1,500,000 shares of Common Stock issued in exchange for outstanding pre-Closing
shares of CPSR Class A Common Stock purchased by PureTech Health LLC in the PIPE Financing and 1,818,645 shares of Common Stock issued
in exchange for outstanding pre-Closing shares of CPSR Class A Common Stock to PureTech Health LLC in connection with the Backstop Agreement,
warrants to purchase up to 216,208 shares of Common Stock in exchange for outstanding pre-Closing warrants of CPSR and options to purchase
up to 155,520 shares of Common Stock which have vested or which will vest within 60 days of the Closing Date issued to PureTech Health
LLC in exchange for outstanding pre-Closing options of Old Gelesis. Voting and investment power over the shares held by PureTech Health
LLC is exercised by its parent entity, PureTech Health plc. The board of directors of PureTech Health plc consists of Dr. Bharatt Chowrira,
Dr. Raju Kucherlapati, Dr. John LaMattina, Dr. Robert Langer, Ms. Kiran Mazumdar-Shaw, Dame Marjorie Scardino, Mr. Christopher Viehbacher
and Ms. Daphne Zohar. None of the members of the board of directors of PureTech Health plc or PureTech Health LLC has individual voting
or investment power with respect to such shares. The address for PureTech Health LLC and the individuals listed above is c/o PureTech
Health LLC, 6 Tide Street, Boston, Massachusetts 02210.
|
|
(13)
|
Consists of 13,405,732 shares of Common Stock, including 1,200,000 shares of Common Stock
issued in exchange for outstanding pre-Closing shares of CPSR Class A Common Stock purchased by KLP Enterprises LLC in the PIPE
Financing and 909,322 shares of Common Stock issued in exchange for outstanding pre-Closing shares of CPSR Class A Common Stock
issued to SSD2 LLC in connection with the Backstop Agreement, warrants to purchase up to 1,297,266 shares of Common Stock issued in
exchange for outstanding pre-Closing warrants of CPSR and options to purchase up to 51,840 shares of Common Stock which have vested
or which will vest within 60 days of the Closing Date issued to SSD2 LLC in exchange for outstanding pre-Closing options
of Old Gelesis. Elon S. Boms and Andrew D. Wingate are co-managers of Bomsmaster LLC, which is the sole member of SSD2 LLC.
Bomsmaster LLC is controlled by KLP Enterprises LLC. Mr. Wingate is the sole manager of KLP Enterprises LLC. Bomsmaster LLC, KLP
Enterprises LLC, Mr. Boms and Mr. Wingate may each be deemed to share voting and dispositive power over the shares. Each of them
disclaims beneficial ownership over the shares, except to the extent of any pecuniary interest therein. The address for each of
these persons is 195 Church Street, 15th Floor, New Haven, Connecticut 06510. SSD2 LLC and the KLP Enterprises LLC may be deemed to be members of a "group," within the meaning of Section 13(d)(3) of the Securities
Exchange Act of 1934, comprised of the SSD2 LLC and the KLP Enterprises LLC.
|
|
(14)
|
Consists of 12,181,993 shares of Common Stock held by HPSO SPV Limited (“HPSO SPV”). HPSO SPV, organized as a Guernsey
limited company, is a wholly owned subsidiary of HP Special Opportunities Fund I LP, which is managed by Hambro Perks Asset Management
Limited, a Guernsey limited company (the “Manager”). The Manager exercises exclusive voting and dispositive power over the
shares held by HPSO SPV. The Manager disclaims beneficial ownership of these shares except to the extent of its pecuniary interest in
HPSO SPV. The business address of HPSO SPV and of the Manager is Sarnia House, Le Truchot, St. Peter Port, Guernsey GY1 4NA. Dominic Perks,
a member of our board of directors, is the founder and Chief Executive Officer of Hambro Perks Limited, which is the limited partner of
HP Special Opportunities Fund I LP, which in turn, owns 100% of the shares of HPSO SPV. Mr. Perks disclaims beneficial ownership interest
of the securities held by HP Special Opportunities Fund I LP and HPSO SPV except to the extent of his pecuniary interest therein, if any.
|
|
(15)
|
Consists of shares of Common Stock issued to Capstar Sponsor Group, LLC (the “Sponsor”) in exchange for 4,871,362 outstanding
pre-Closing shares of CPSR Class B Common Stock and warrants to purchase up to 7,520,000 shares of Common Stock issued to the Sponsor
in exchange for outstanding pre-Closing private placement warrants of CPSR. The shares are held directly by the Sponsor and indirectly
by R. Steven Hicks as a manager of the Sponsor. As the manager of the Sponsor, Mr. Hicks shares voting and investment discretion with
respect to shares held by the Sponsor and may be deemed to have shared beneficial ownership of the shares held directly by the Sponsor.
|
Directors and Executive
Officers
New
Gelesis’ directors and executive officers after the consummation of the Transactions are described in the Proxy
Statement/Prospectus in the section titled “Management of New Gelesis Following the Business Combination”
beginning on page 247 and that information is incorporated herein by reference.
Independence of our Board
of Directors
Information
with respect to the independence of New Gelesis’ directors is set forth in the Proxy Statement/Prospectus in the section titled
“Management of New Gelesis Following the Business Combination — Director Independence” beginning on page 252
and that information is incorporated herein by reference.
Committees of the Board of Directors
Information
with respect to the composition of the committees of the Board immediately after the Closing is set forth in the Proxy Statement/Prospectus in the section titled “Management of New Gelesis Following the Business Combination —Committees of the
Board of Directors” beginning on page 252 and that information is incorporated herein by reference.
Executive Compensation
A
description of the compensation of the named executive officers of Old Gelesis and the compensation of the executive officers of CPSR
before the consummation of the Transactions is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation”
beginning on page 236 and that information is incorporated herein by reference.
At
the Special Meeting, the CPSR stockholders approved the Equity Incentive Plan (as defined below). The summary of the Equity
Incentive Plan is set forth in the Proxy Statement/Prospectus in the section titled “Equity Incentive Plan
Proposal” beginning on page 139 and that information is incorporated herein by reference. A copy of the full text of the
Equity Incentive Plan which is filed as Exhibit 10.3 to this Current Report and is incorporated herein by reference.
Director Compensation
A
description of the compensation of the directors of CPSR before the consummation of the Transactions is set forth in the Proxy Statement/Prospectus in the section titled “Executive Compensation — Executive Compensation — CPSR” beginning on page
236 and that information is incorporated herein by reference.
A
description of the compensation of the non-employee directors of Old Gelesis before the consummation of the Transactions is set forth
in the Proxy Statement/Prospectus in the section titled “Director Compensation” beginning on page 246 and that information
is incorporated herein by reference.
Certain Relationships and Related Person Transactions
Certain
relationships and related person transactions are described in the Proxy Statement/Prospectus in the section titled “Certain
Relationships and Related Person Transactions” beginning on page 260 and that information is incorporated herein by reference.
Legal Proceedings
Information
about legal proceedings is set forth in the Proxy Statement/Prospectus in the sections titled “Information about CPSR —
Legal Proceedings” beginning on page 175 and “Information about Gelesis— Legal Proceedings” beginning
on page 210 and that information is incorporated herein by reference.
Market Price of and Dividends on the Registrant’s Common
Equity and Related Stockholder Matters
Shares
of New Gelesis’ Common Stock and New Gelesis’ public warrants began trading on the New York Stock Exchange under the symbol
“GLS” and “GLS WS”, respectively, on January 14, 2022.
The
Company has not paid any cash dividends on shares of its Common Stock and does not anticipate paying any cash dividends in the foreseeable
future. Any decision to declare and pay dividends in the future will be made at the sole discretion of the Board and will depend on, among
other things, the Company’s results of operations, cash requirements, financial condition, contractual restrictions and other factors
that the Board may deem relevant.
Recent Sales of Unregistered
Securities
Reference
is made to the disclosure set forth below under Item 3.02 of this Current Report concerning the issuance and sale of certain unregistered
securities, which is incorporated herein by reference.
Description of New Gelesis’ Securities
The
description of New Gelesis’ securities is contained in the Proxy Statement/Prospectus in the section titled “Description
of New Gelesis Securities” beginning on page 273 and that information is incorporated herein by reference.
Indemnification of Directors
and Officers
In
connection with the Business Combination, New Gelesis entered into indemnification agreements with each of its directors and executive
officers as of the Closing Date. The description of the indemnification agreements set forth above under Item 1.01 of this Current Report
is incorporated herein by reference.
Financial Statements
and Supplementary Data
Reference
is made to the disclosure set forth in Item 9.01 of this Report concerning the financial statements of New Gelesis.
Changes in and
Disagreements with Accountants on Accounting and Financial Disclosure
The
information set forth under Item 4.01 of this Report is incorporated herein by reference.