GLS Gelesis Holdings Inc

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.