Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 10, Gelesis Holdings, Inc. (the "Company") received a letter from the
staff of NYSE Regulation notifying the Company that it had determined to
commence proceedings to delist the Company's common stock (NYSE:GLS) from the
New York Stock Exchange ("NYSE"). Trading in these securities was suspended
after the market close on the NYSE on April 10, 2023. NYSE Regulation reached
its decision to delist these securities pursuant to Section 802.01B of the
NYSE's Listed Company Manual because the Company had fallen below the NYSE's
continued listing standard requiring listed companies to maintain an average
global market capitalization over a consecutive 30 trading day period of at
least $15,000,000. The Company does not intend to appeal the delisting
determination.
The Company anticipates that its common stock identified above will be traded in
the over-the-counter ("OTC") market commencing on April 11, 2023. The common
stock will retain its ticker symbol (GLS).
The Company will continue to make all required filings with the Securities and
Exchange Commission (the "SEC") and remains subject to all SEC rules and
regulations applicable to reporting companies under the Securities Exchange Act
of 1934, as amended.
For risks and uncertainties resulting from the delisting, refer to "Risk Factors
- The NYSE has delisted our Public Warrants and may delist our Common Stock from
trading on its exchange, which could limit investors' ability to make
transactions in our Common Stock and subject us to additional trading
restrictions." under Item 1A of the Company's Annual Report on Form 10-K for the
year ended December 31, 2022, as filed with the SEC on March 28, 2023.
Forward-Looking Statements
This Current Report on Form 8-K contains "forward-looking" statements that are
based on the Company's beliefs and assumptions and on information currently
available to the Company on the date of this Current Report on Form 8-K.
Forward-looking statements include all statements that are not historical facts
and can be identified by terms such as "anticipate," "believe," "continue,"
"could," "design," "estimate," "expect," "may," "seek," "should," "will,"
"would" or similar expressions and the negatives of those terms. Forward-looking
statements may involve known and unknown risks, uncertainties and other factors
that may cause the Company's actual results, performance or achievements to be
materially different from those expressed or implied by the forward-looking
statements. These statements include, but are not limited to, logistical issues
associated with transferring the trading of the Company's securities from the
NYSE to the OTC and there is no assurance that an active market will be
maintained for the Company's common stock. Except as required by law, the
Company assumes no obligation to update these forward-looking statements
publicly, or to update the reasons actual results could differ materially from
those anticipated in the forward-looking statements, even if new information
becomes available in the future. Further information on factors that could cause
the Company's actual results to differ materially from the results anticipated
by the Company's forward-looking statements is included in the reports the
Company has filed with the U.S. Securities and Exchange Commission, including
the Company's Annual Reports on Form 10-K. All information provided in this
Current Report on Form 8-K is as of April 10, 2023, and the Company undertakes
no duty to update this information unless required by law.
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