Exhibit 4.3
_______, ____
WARRANT TO PURCHASE COMMON STOCK
OF
GELESIS HOLDINGS INC.
THIS WARRANT AND THE UNDERLYING SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT, OR ANY STATE SECURITIES LAWS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE ASSIGNED EXCEPT (1) PURSUANT TO A REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES THAT IS EFFECTIVE UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT RELATING TO THE DISPOSITION OF SECURITIES AND (2) IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.
Gelesis Holdings Inc., a Delaware corporation (the “Company”), hereby certifies that, for value received and in accordance with that certain Short Term Promissory Note, dated as of June __, 2022, by and between the Company and [__________] (the “Holder”), the Holder is entitled, subject to the terms and conditions set forth in this warrant (this “Warrant”), to purchase from the Company, at any time on or after the date hereof and on or prior to the Expiration Date (as defined below), the Warrant Shares at a price per share equal to the Exercise Price.
This Warrant is one in a series of such Warrants that may be issued by the Company on substantially the same terms prior to, on or following the date hereof, pursuant to a series of Short Term Promissory Notes issued by the Company on or about June __, 2022 (the “Notes”). The holders of the Notes representing at least eighty-five percent (85%) of the then outstanding principal amount of all Notes are referred to herein as the “Majority Holders”.
then, in each such case, the Company will mail to the Holder a notice specifying (i) the date on which any such record is to be taken for the purpose of such dividend or distribution, and (ii) the date on which any such Corporate Transaction, dissolution, liquidation or winding- up is to take place, and the time, if any is to be fixed, as of which the holders of record of Warrant Stock shall be entitled to exchange their shares for securities or other property (including, without limitation, cash) deliverable on such Corporate Transaction, dissolution, liquidation or winding-up.
“Business Day” means a day (i) other than Saturday or Sunday, and (ii) on which commercial banks are open for business in New York, New York.
“Change of Control Transaction” means a sale, lease, exchange, exclusive license, transfer or other disposition of all or substantially all of the Property, assets, or business of the Company, or a merger or consolidation with or into any other entity or other business transaction or series of transactions: (i) that yields a Gross Consideration greater than the aggregate Exercise Price (as appropriately adjusted for any stock splits, stock dividends, recapitalizations and similar transactions after the date hereof and as reflected in the applicable Change of Control Transaction definitive agreement and related documentation) and (ii) as a result of which the stockholders of the Company immediately prior to such transaction would hold less than a majority of the voting equity interests of the Company (or its successor, as applicable) after such transaction.
“Change of Control Exercise Price” means a price per share equal to the Exercise Price in cash; provided, however, in the event that the Change of Control Transaction includes any
non-cash consideration to be paid in respect of the capital stock of the Company, then the Change of Control Exercise Price shall be a price per share equal to the Exercise Price in the form of each type of consideration to be paid in respect of the Warrant Shares (assuming for this purpose that the Warrant Shares are issued and outstanding as of immediately prior to the consummation of such Change of Control Transaction), allocated on a pro rata basis based on the allocation of each type of consideration that is payable with respect to a share of Common Stock pursuant to such Change of Control Transaction. In connection therewith, each non-cash type of consideration will be valued at the same value as such type of non-cash consideration is valued pursuant to the definitive agreements related to such Change of Control Transaction, or, in the absence of such value being set forth in such definitive agreements, as determined in good faith and approved by the Board of Directors of the Company.
“Common Stock” means the common stock of the Company, par value $0.0001 per share.
“Exercise Price” means $0.01 per share of Common Stock, as may be adjusted as set forth herein.
“Expiration Date” means 5:00 p.m. eastern time on the date that is 10 years from the date hereof, without prejudice to the regime applicable in case of Change of Control Transaction and Automatic Exchange under Section 1.3.
“Governmental Authority” means any nation, sovereign or government, any state or other political subdivision thereof, any agency, authority or instrumentality thereof and any entity or authority exercising executive, legislative, taxing, judicial, regulatory or administrative functions of or pertaining to government, including, without limitation, any central bank, stock exchange, regulatory body, arbitrator, public sector entity and any self-regulatory organization.
“Gross Consideration” means the gross amount and form of consideration on a per share basis that would be received in respect of each share of Common Stock as reflected in the applicable Change of Control Transaction definitive agreement and related documentation assuming that all Warrant Shares were issued and outstanding as of immediately prior to the consummation of such Change of Control Transaction.
“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.
“Property” means any interest in any kind of property or asset, whether real, personal or mixed, and whether tangible or intangible.
“Securities Act” means the Securities Act of 1933, as amended.
“Warrant Shares” means a number of shares of Common Stock equal to (a) (i) 0.2 multiplied by (ii) the amount of outstanding principal and interest under the Note as of the date of conversion to Common Stock pursuant to Section 5(y) thereof, divided by (b) the volume weighted average price of each share of the Common Stock, as reported by the New York Stock Exchange, for the last five (5) trading days occurring immediately prior to the Exercise Date.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Warrant to be executed as of the date first written above.
“Company”
Gelesis Holdings, Inc.
By:
Name:
Title:
Address:
501 Boylston Street, Suite 6102
Boston, MA 02216
“Holder”
[_________________________________]
By:
Name:
Title:
Address:
[Address 1]
[Address 2]
EXHIBIT A
Notice of Exercise
TO: Gelesis Holdings Inc.
The undersigned hereby elects to purchase the Warrant Shares (as defined in that certain Warrant, dated as of ______, 2022, issued by Gelesis Holdings Inc., a Delaware corporation (the “Company”), to the undersigned), and tenders herewith payment of the Warrant Price in full.
(Date)
(Signature)
(Print Name)
(Address)