UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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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.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On November 16, 2022, Gelesis Holdings, Inc. (the “Company”) received a notification letter (the “Notice”) from the New York Stock Exchange (the “NYSE”) advising that it was not in compliance with the continued listing standard set forth in Section 802.01B of the NYSE Listed Company Manual because its total market capitalization was less than $50 million over a 30 trading-day period and its stockholders’ equity was less than $50 million over a separate 30 trading-day period. The Company’s common stock will continue to be listed and traded on the NYSE during the Cure Period referred to below, subject to the Company’s compliance with other NYSE continued listing standards.
In accordance with Section 802.02 of the NYSE Listed Company Manual (“Section 802.02”), the Company intends to contact the NYSE within 10 days of its receipt of the Notice to confirm receipt of the Notice and confirm that it intends to present to the NYSE a plan detailing actions the Company has taken, or will take, to bring it into conformity with continued listing standards within 18 months of receipt of the Notice (the “Cure Period”). Pursuant to Section 802.02, the Company has 45 days from receipt of the Notice to submit its plan. The Company intends to develop and submit such plan within the required timeframe. If the NYSE accepts the plan, the Company will be subject to quarterly monitoring by the NYSE for compliance with the plan.
The Company’s common stock will continue to trade under the symbol “GLS,” but will have an added designation of “.BC” to indicate that the Company is not currently in compliance with NYSE continued listing standards.
In the event that the Company fails to regain compliance with the NYSE continued listing standards, the Company’s common stock will be subject to NYSE’s suspension and delisting procedures.
Item 7.01 Regulation FD Disclosure
As required by Section 802.02, the Company issued a press release on November 18, 2022 announcing that it had received the Notice. A copy of the press release is furnished herewith as Exhibit 99.1.
The information furnished pursuant to this Item 7.01 and Exhibit 99.1 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 the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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.
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Description |
99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward-Looking Statements
Certain statements, estimates, targets and projections in this Current Report on Form 8-K 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. 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 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 Current Report on Form 8-K 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 the factors that may impact future results and performance may include, without limitation: the Company’s ability to regain compliance with the continued listing standards of the NYSE within the applicable cure period, the Company’s ability to continue to comply with applicable listing standards of the NYSE, and other important factors discussed in the “Risk Factors” section of the Company’s most recent Annual Report on Form 10-K and in other filings that the Company makes with the Securities and Exchange Commission. These filings address other important risks and uncertainties that could cause actual results and events to differ materially from those contained in the forward-looking statements.
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.
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GELESIS HOLDINGS, INC. |
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Date: |
November 18, 2022 |
By: |
/s/ Elliot Maltz |
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Elliot Maltz |