---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-025395"
form_type: "8-K"
ticker: null
cik: "0001805087"
company_name: "GELESIS HOLDINGS, INC."
filed_at: "2023-05-31T23:59:59+00:00"
generated_at: "2026-06-14T10:44:13.875635+00:00"
event_type: "debt"
sentiment: "negative"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Gelesis issues $350K convertible note and 43.1M warrants at $0.0142 to PureTech

## Summary
- Issued $350,000 aggregate principal of Convertible Senior Secured Note to PureTech Health LLC (12% annual interest).
- Issued warrants to purchase up to 43,133,803 shares of common stock at an exercise price of $0.0142 per share.
- Note and warrants sold unregistered under Section 4(a)(2) and Regulation D of the Securities Act.
- Limited waiver of Additional Notes Purchase Conditions allowed third closing under existing NPA.
- Total outstanding notes from PureTech now $7.35 million following this issuance.

## SEC filing metadata
- accession: 0000950170-23-025395
- form_type: 8-K
- cik: 0001805087
- company_name: GELESIS HOLDINGS, INC.
- filed_at: 2023-05-31T23:59:59+00:00
- event_type: debt
- sentiment: negative
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1805087/000095017023025395/0000950170-23-025395-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1805087/000095017023025395/gls-20230526.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-025395
- JSON: https://secwatch.observer/filing/0000950170-23-025395.json
- Plain text: https://secwatch.observer/filing/0000950170-23-025395.txt

## Key facts
- Debt Financings
  GELESIS HOLDINGS, INC. incurred convertible notes of $350,000 with PureTech Health LLC.
  - Instrument: convertible notes
  - Principal: $350,000
  - Counterparty: PureTech Health LLC
  - Event: incurrence
  source text: On May 26, 2023, the Note Parties entered into a Limited Waiver to the NPA (the “Waiver”), pursuant to which the Initial Investor waived the Amended Conditions with respect to the issuance of $350,000 aggregate principal amount of Additional Notes (the “Third Closing Notes”) to the Initial Investor.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1805087/000095017023025395/0000950170-23-025395-index.htm
- Material Agreements
  GELESIS HOLDINGS, INC. amended Limited Waiver to the NPA with PureTech Health LLC (effective 2023-05-26).
  - Action: amendment
  - Counterparty: PureTech Health LLC
  - Effective: 2023-05-26
  source text: On May 26, 2023, the Note Parties entered into a Limited Waiver to the NPA (the “Waiver”), pursuant to which the Initial Investor waived the Amended Conditions with respect to the issuance of $350,000 aggregate principal amount of Additional Notes (the “Third Closing Notes”) to the Initial Investor.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1805087/000095017023025395/0000950170-23-025395-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.