Item 5.08 Shareholder Director Nominations
On February 27, 2023, the board of directors (the "Board") of Gelesis Holdings,
Inc. (the "Company") established May 1, 2023, as the date for the Company's 2023
Annual Meeting of Stockholders (the "Annual Meeting"). Due to the fact that the
Company did not hold its annual meeting of stockholders in 2022 after its
special meeting held in January 2022 in connection with its business
combination, the Company is providing the due date for submission of any
qualified stockholder proposal or qualified stockholder nominations. One or more
of the proposals that the Company intends to present to its stockholders at the
Annual Meeting will require the Company to file a preliminary proxy statement
with the Securities and Exchange Commission (the "SEC") prior to filing and
mailing a definitive proxy statement relating thereto. Accordingly, the date of
the Annual Meeting is subject to change, including as a result of any delays in
the Company's anticipated schedule for the Annual Meeting and SEC filings
related thereto resulting from such SEC review process.
In accordance with Rule 14a-5(f) and Rule 14a-8(e) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and the Company's amended and
restated bylaws (the "Bylaws"), the deadline for receipt of stockholder
proposals or nominations for inclusion in the Company's proxy statement for the
Annual Meeting pursuant to Rule 14a-8 will be no later than 5:00 p.m., Eastern
Time, March 13, 2023, or the tenth (10th) day following this public announcement
of the meeting date. Stockholder proposals must comply with all of the
applicable requirements set forth in the rules and regulations of the SEC,
including Rule 14a-8 under the Exchange Act and the Bylaws. Stockholder
proposals and director nominations should be addressed to our Secretary, c/o
Gelesis Holdings, Inc. 501 Boylston Street, Suite 6102, Boston, Massachusetts
02116.
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GELESIS HOLDINGS, INC. 