TIDMPRTC
RNS Number : 4188Y
PureTech Health PLC
14 January 2022
14 January 2022
PureTech Health plc
PureTech Founded Entity Gelesis, the Maker of Plenity (R) for
Weight Management, Will Debut as a Publicly Traded Company
Following the Closing of its Business Combination with Capstar
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
PureTech Health plc (Nasdaq: PRTC, LSE: PRTC) ("PureTech" or the
"Company"), a clinical-stage biotherapeutics company noted today
that its Founded Entity, Gelesis, Inc. ("Gelesis"), the maker of
Plenity(R), an FDA-cleared weight management approach, announced
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. and will
begin 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 are pleased with the completion of this transaction, which
now makes Gelesis the third publicly-traded Founded Entity for
PureTech," said Eric Elenko, Chief Innovation and Strategy Officer
at PureTech. "Our public Founded Entities - which include Gelesis,
Karuna and Vor - represent an important component of our unique
value-generating model for developing new medicines. We look
forward to the success of Gelesis as a public company as they
execute on the broad launch of Plenity(R) across the United
States."
The full text of the announcement from Gelesis is as
follows:
Gelesis(R), the Maker of Plenity(R) for Weight Management, Will
Debut as a Publicly Traded Company Following the Closing of its
Business Combination with Capstar
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
BOSTON, MA & AUSTIN, TX, January 13, 2022 - Gelesis, the
maker of Plenity(R), 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 year. 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/m (2) , 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:
o For all medications that should be taken with food, take them
after starting a meal.
o 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 (R), 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(R) ,
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(R) 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.
About PureTech Health
PureTech is a clinical-stage biotherapeutics company dedicated
to discovering, developing and commercializing highly
differentiated medicines for devastating diseases, including
inflammatory, fibrotic and immunological conditions, intractable
cancers, lymphatic and gastrointestinal diseases and neurological
and neuropsychological disorders, among others. The Company has
created a broad and deep pipeline through the expertise of its
experienced research and development team and its extensive network
of scientists, clinicians and industry leaders. This pipeline,
which is being advanced both internally and through PureTech's
Founded Entities, is comprised of 25 therapeutics and therapeutic
candidates, including two that have received both U.S. FDA
clearance and European marketing authorization, as of the date of
PureTech's most recently filed Half Year Report and corresponding
Form 6-K. All of the underlying programs and platforms that
resulted in this pipeline of therapeutic candidates were initially
identified or discovered and then advanced by the PureTech team
through key validation points based on the Company's unique
insights into the biology of the brain, immune and gut, or BIG,
systems and the interface between those systems, referred to as the
BIG Axis.
For more information, visit www.puretechhealth.com or connect
with us on Twitter @puretechh.
Ownership Information
Following the closing of the business combination, PureTech
holds 16,727,582 shares of Gelesis common stock, which is equal to
approximately 23.2% of Gelesis' outstanding common shares. PureTech
also holds options and warrants to purchase additional shares and
is eligible to receive additional earnout shares in accordance with
the terms of the business combination agreement. PureTech is also
eligible to receive certain payments from Gelesis under its license
agreement, including sublicense payments and royalties on sales of
certain products.
Cautionary Note Regarding Forward-Looking Statements
This press release contains statements that are or may be
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements contained
in this press release that do not relate to matters of historical
fact should be considered forward-looking statements, including
without limitation those statements that relate to the commencement
of trading in Gelesis' stock following the close of its merger with
Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) or matters
related thereto, the use of proceeds from the merger transaction,
Gelesis' plans with respect to the broad commercial launch of
Plenity(R), the competitive environment in which Gelesis operates,
and Gelesis' and PureTech's future prospects, development plans,
and strategies. The forward-looking statements are based on current
expectations and are subject to known and unknown risks,
uncertainties and other important factors that could cause actual
results, performance and achievements to differ materially from
current expectations, including, but not limited to, those risks,
uncertainties and other important factors described under the
caption "Risk Factors" in our Annual Report on Form 20-F for the
year ended December 31, 2020 filed with the SEC and in our other
regulatory filings. These forward-looking statements are based on
assumptions regarding the present and future business strategies of
the Company and the environment in which it will operate in the
future. Each forward-looking statement speaks only as at the date
of this press release. Except as required by law and regulatory
requirements, we disclaim any obligation to update or revise these
forward-looking statements, whether as a result of new information,
future events or otherwise.
(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.
Contact:
PureTech
Public Relations
publicrelations@puretechealth.com
Investor Relations
IR@puretechhealth.com
EU Media
Ben Atwell, Rob Winder
+44 (0) 20 3727 1000
ben.atwell@FTIconsulting.com
U.S. Media
Nichole Sarkis
+1 774 278 8273
nichole@tenbridgecommunications.com
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END
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