Proceeds from this transaction will be used to
further support the national launch of Plenity
Gelesis will begin trading on the New York
Stock Exchange as “GLS” on Friday, January 14, 2022 and will ring
the opening bell on Tuesday, January 18
Gelesis, the maker of Plenity®, an FDA-cleared weight management
approach, announced today the completion of its business
combination with Capstar Special Purpose Acquisition Corp. (NYSE:
CPSR) (“Capstar”). The publicly traded company will be known as
Gelesis Holdings, Inc. (“Gelesis” or “the Company”) and will
commence trading on the New York Stock Exchange under the ticker
symbol “GLS” on January 14, 2022.
Both Gelesis Inc. and Capstar shareholders voted to approve the
business combination. The transaction generated approximately $105
million in gross proceeds, which will be mainly used to support the
broad launch of Plenity.
“We have developed the science and support to help make a
difference in the lives of millions of Americans who struggle with
their weight, many of whom have never had a prescription option
before,” said Yishai Zohar, founder and CEO of Gelesis. “The
closing of this transaction allows us to accelerate our efforts to
bring forward this innovative and FDA cleared solution to help
people achieve their weight goals. Approximately 71 million
Americans gained weight during the pandemic and 51% of all
Americans wanted to lose weight this past year1. We are proud to
have taken Plenity from inception and to now be in the position to
make it more broadly available for them. We look forward to
executing on our plans and delivering value for our
shareholders.”
Plenity is transforming weight management with a clinically
proven approach inspired by raw vegetables. Plenity is designed to
help people feel satisfied with smaller portions so they can eat
less and lose weight, while enjoying foods they love as part of a
reduced calorie diet. It is FDA-cleared to aid in weight management
in adults with excess weight or obesity, as defined by a Body Mass
Index (BMI) of 25 to 40 kg/m², when used in conjunction with diet
and exercise. It is taken orally as three capsules with 16 ounces
of water twice a day, 20 minutes before lunch and dinner. If a dose
is missed, it can be taken with the meal or immediately after.
Plenity is not a drug; it is non-systemic and not habit forming.
Plenity instead uses a novel biomimetic approach inspired by the
composition and mechanical properties of vegetables that makes
adults feel fuller faster and longer with smaller portions. In
clinical trials, 6 out of 10 adults had clinically meaningful
weight loss (on average they lost 22 pounds) and the safety profile
was similar to placebo.
Plenity is available by prescription via a free telehealth
consultation, with unlimited follow-up visits as needed, or through
a traditional healthcare provider experience. The pandemic
continues to prove out the importance of convenient access to
healthcare, and the Plenity experience—including both the digital
model and the strong efficacy to safety profile—is built to address
that. Visit MyPlenity.com to start an online consultation or talk
to one’s own doctor about whether Plenity is right for you. A
Plenity subscription costs $98 for a four-week supply ($1.75 per
meal) and, if prescribed, the product arrives in two business
days.
Important Safety Information about Plenity
- Patients who are pregnant or are allergic to cellulose, citric
acid, sodium stearyl fumarate, gelatin, or titanium dioxide should
not take Plenity.
- To avoid impact on the absorption of medications:
- For all medications that should be taken with food, take them
after starting a meal.
- For all medications that should be taken without food (on an
empty stomach), continue taking on an empty stomach or as
recommended by your physician.
- The overall incidence of side effects with Plenity was no
different than placebo. The most common side effects were diarrhea,
distended abdomen, infrequent bowel movements, and flatulence.
- Contact a doctor right away if problems occur. If you have a
severe allergic reaction, severe stomach pain, or severe diarrhea,
stop using Plenity until you can speak to your doctor.
Rx Only. For the safe and proper use of Plenity or more
information, talk to a healthcare professional, read the Patient
Instructions for Use, or call 1-844-PLENITY.
Advisors
Citi served as exclusive financial advisor to Gelesis and
Goodwin Procter LLP served as legal counsel to Gelesis. UBS
Investment Bank served as exclusive financial and lead capital
markets advisor to Capstar and Kramer Levin Naftalis & Frankel
LLP served as its legal counsel. UBS Investment Bank and Citi
served as private placement agents to Capstar with respect to the
PIPE financing. Winston & Strawn LLP served as counsel to the
placement agents. BTIG, LLC also served as a capital markets
advisor to Capstar.
About Gelesis
Gelesis is a consumer-centered biotherapeutics company advancing
a novel category of treatments for weight management and gut
related chronic diseases. Our non-systemic superabsorbent hydrogels
are the first and only made entirely from naturally derived
building blocks, and they are inspired by the composition (i.e.,
water & cellulose) and mechanical properties (e.g., elasticity
or firmness) of raw vegetables. They are conveniently administered
in capsules to create a much larger volume of small,
non-aggregating hydrogel pieces that become an integrated part of
the meals, and act locally in the digestive system. Our portfolio
includes Plenity®, an FDA-cleared product to aid in weight
management, as well as potential therapies in development for
patients with Type 2 Diabetes, Non-alcoholic Fatty Liver Disease
(NAFLD)/Non-alcoholic Steatohepatitis (NASH), and Functional
Constipation. For more information, visit gelesis.com, or connect
with us on Twitter @GelesisInc.
Forward-Looking Statements
Certain statements, estimates, targets and projections in this
press release 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, 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 Gelesis and
Capstar assume no obligation and do not intend to update or revise
these forward-looking statements, whether as a result of new
information, future events, or otherwise. Gelesis and Capstar give
no assurance that any expectations set forth in this press release
will be achieved. Various 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: (i) the
size, demand and growth potential of the markets for Plenity®,
Gelesis’ other product candidates and its ability to serve those
markets; (ii) the degree of market acceptance and adoption of
Gelesis’ products; (iii) Gelesis’ ability to develop innovative
products and compete with other companies engaged in the weight
loss industry; (iv) Gelesis’ ability to complete successfully the
full commercial launch of Plenity® and its growth plans, including
new possible indications and the clinical data from ongoing and
future studies about liver and other diseases; (v) failure to
realize the anticipated benefits of the business combination,
including as a result of a delay or difficulty in integrating the
businesses of Capstar and Gelesis; (vi) the amount of redemption
requests made by Capstar shareholders; (vii) the ability of Capstar
or the combined company to issue equity or equity-linked securities
or obtain debt financing in connection with the proposed business
combination or in the future; (viii) the outcome of any legal
proceedings that may be instituted against Capstar, Gelesis, the
combined company or others following the announcement of the
proposed business combination and any definitive agreements with
respect thereto; (ix) the ability to meet stock exchange listing
standards at or following the consummation of the proposed business
combination; (x) the risk that the proposed business combination
disrupts current plans and operations of Gelesis as a result of the
announcement and consummation of the proposed business combination,
and as a result of the post-transaction company being a publicly
listed issuer; (xi) the regulatory pathway for Gelesis’ products
and responses from regulators, including the FDA and similar
regulators outside of the United States, (xii) the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain Gelesis’
management and key employees; (xiii) costs related to the proposed
business combination, including costs associated with the
post-transaction company being a publicly listed issuer; (xiv)
changes in applicable laws or regulations; (xv) the possibility
that Gelesis or the combined company may be adversely affected by
other economic, business, regulatory and/or competitive factors;
(xvi) Gelesis’ estimates of expenses and profitability; (xvii)
ongoing regulatory requirements, (xviii) any competing products or
technologies that may emerge, (xix) the volatility of the
telehealth market in general, or insufficient patient demand; (xx)
the ability of Gelesis to defend its intellectual property and
satisfy regulatory requirements; (xxi) the impact of the COVID 19
pandemic on Gelesis’ business; (xxii) the limited operating history
of Gelesis; and (xxiii) those factors discussed in Capstar’s final
prospectus dated July 6, 2020, Annual Report on Form 10-K for the
fiscal year ended December 31, 2020 and the Registration Statement
on Form S-4, in each case, under the heading “Risk Factors”, and
other documents of Capstar filed, or to be filed, with the SEC, by
Capstar. 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.
_____________________________ 1 Extrapolated from 246,324,983
Americans aged 18+ based on an online survey conducted Oct 26-Nov 3
by Kelton Global on behalf of Gelesis.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20220113005936/en/
Media Relations Katie
Sullivan ksullivan@gelesis.com Investor
Relations Lynne Collier, ICR
lynne.collier@icrinc.com
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