Exhibit 10.2
AMENDMENT NO. 2 TO
NOTE AND WARRANT PURCHASE AGREEMENT
This AMENDMENT NO. 2 (this “Amendment”) is made and entered into as of June 12, 2023 (the “Fourth Closing Date”), and amends that certain Note and Warrant Purchase Agreement, dated as of February 21, 2023 (as amended by that certain Amendment No. 1 to Note and Warrant Purchase Agreement, dated as of May 1, 2023, the “Existing Agreement”, and as may be further amended or modified from time to time, the “Agreement”), by and among Gelesis Holdings, Inc.a Delaware corporation (the “Company”), Gelesis, Inc., a Delaware corporation (the “Co-Issuer”), Gelesis 2012, Inc., a Delaware corporation (“Gelesis 2012”), and Gelesis, LLC, a Delaware limited liability company (together with Gelesis 2012, any other grantors party to the Security Agreement from time to time, the Company and the Co-Issuer, the “Note Parties”), and PureTech Health LLC (the “Initial Investor”). Capitalized terms used herein without definition shall have the meanings ascribed to them in the Agreement.
WHEREAS, the Initial Investor owns the $5.0 million principal amount Initial Note, which was issued pursuant to Section 2.1 of the Agreement;
WHEREAS, pursuant to Section 2.2(a) of the Agreement, at the Company’s option at any time after the Additional Notes Purchase Conditions are first satisfied (unless otherwise waived by the Initial Investor), in return for Consideration in the amount of up to $5.35 million paid by the Initial Investor at one or more closings, the Company shall sell and issue to the Initial Investor, and the Initial Investor shall purchase from the Company Additional Notes in an aggregate principal amount of up to $5.35 million (the “Additional Notes Amount”);
WHEREAS, pursuant to Section 2.2(b) of the Agreement, on May 1, 2023, the Company issued an Additional Note to the Initial Investor with a principal amount equal to $2.0 million, which reduced the Additional Notes Amount to $3.35 million;
WHEREAS, pursuant to Section 2.2(d) of the Agreement, on May 26, 2023, the Company issued an Additional Note to the Initial Investor with a principal amount equal to $350,000, which further reduced the Additional Notes Amount to $3.0 million;
WHEREAS, pursuant to Section 7 of the Agreement, the obligations of each purchaser to purchase Notes at any Closing are subject to the fulfillment, on or before such Closing, of certain conditions (unless such conditions are otherwise waived);
WHEREAS, pursuant to Section 14.8 of the Agreement, subject to certain limitations, the Agreement may be amended and the observance of any term of the Agreement may be waived with the written consent of the Company and the holders of a majority in principal amount of the Notes outstanding;
WHEREAS, pursuant to Section 2.2(e) of the Agreement, the Company desires to sell and issue to the Initial Investor, and the Initial Investor desires to purchase from the Company, $3.0 million aggregate principal amount of the Additional Notes and the Company and Initial Investor desire to amend the Agreement to permit such issuance and sale; the Initial Investor desires to waive the Additional Notes Purchase Conditions with respect to such issuance, and the Initial Investor desires to amend the Additional Notes Purchase Conditions as set forth herein; and
WHEREAS, the parties desire to amend certain terms of the $2.0 million Additional Note issued on May 1, 2023 and the $350,000 Additional Note issued on May 26, 2023.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first written above.
GELESIS HOLDINGS, INC.:
By: /s/ Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer
GELESIS, INC.:
By: /s/ Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer
GELESIS 2012, INC.:
By: /s/ Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer
GELESIS, LLC:
By: /s/ Yishai Zohar
Name: Yishai Zohar
Title: Chief Executive Officer
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PURETECH HEALTH LLC:
By: /s/ Bharatt Chowrira
Name: Bharatt Chowrira
Title: Chief Executive Officer
Address for Notices:
PureTech Health LLC
6 Tide Street, Suite 400
Boston, MA 02210
Attention: Legal Department
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EXHIBIT A
Conformed Note and Warrant Purchase Agreement
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EXHIBIT B
Schedule of Investors
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EXHIBIT C
Form of Convertible Senior Secured Promissory Note
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EXHIBIT D
Form of Warrant to Purchase Common Stock of Gelesis Holdings, Inc.
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