RCS - PureTech Health PLC - Gelesis Adds to BOD & Declared Effective by SEC

Puretech HealthAnnouncement

05/01/2022 12:05

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RNS Number : 4343X  PureTech Health PLC  05 January 2022

5 January 2022

 

PureTech Health plc

 

PureTech Founded Entity Gelesis Appoints Inogen Co-Founder and Former CFO Ali
Bauerlein to Board of Directors and Audit Committee

 

Ms. Bauerlein brings success in scaling to $300M+ revenue in
direct-to-consumer business model and public company execution as Gelesis
plans to scale Plenity® to meet growing consumer demand with its upcoming
NYSE listing

 

Registration Statement filed in connection with proposed business combination
between Gelesis and Capstar declared effective by SEC

 

PureTech Health plc (https://puretechhealth.com/) (Nasdaq: PRTC, LSE: PRTC)
("PureTech" or the "Company"), a clinical-stage biotherapeutics company
dedicated to discovering, developing and commercializing highly differentiated
medicines for devastating diseases, is pleased to note that its Founded
Entity, Gelesis, announced the appointment of senior financial executive Ali
Bauerlein to its Board of Directors. Ms. Bauerlein brings extensive experience
in SEC reporting, Sarbanes-Oxley compliance, investor communications,
strategic planning, business development, and corporate governance in
high-growth direct-to-consumer, insurance rentals, and business-to-business
revenue-generating companies. She co-founded Inogen (NASDAQ: INGN), a global
medical technology company offering innovative respiratory products for use in
the homecare setting, and led it from start-up through initial public offering
and commercialization with $300M+ in annual revenue.

 

The appointment comes as Gelesis ramps up its broad launch of its commercial
product, Plenity® and looks toward becoming a public company later this
month.  Gelesis aims to transform weight management with Plenity, a
clinically proven medical device made from naturally derived building blocks.
Plenity is available currently by prescription via a telehealth consultation,
with free, unlimited follow-up visits as needed, and through traditional
healthcare prescribers.

 

Gelesis and Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) announced
in July that they entered into a definitive business combination agreement,
and the registration statement has now been declared effective by the SEC.
Upon completion of the transaction, the combined company's securities are
expected to be traded on the New York Stock Exchange under the symbol "GLS"
later this month.

 

The full text of the announcement from Gelesis is as follows:

 

Gelesis Adds Inogen Co-Founder and Former CFO Ali Bauerlein to Board of
Directors and Audit Committee

 

Ms. Bauerlein brings success in scaling to $300M+ revenue in
direct-to-consumer business model and public company execution as Gelesis
plans to scale Plenity® to meet growing consumer demand with its upcoming
NYSE listing

 

Bauerlein joins Gelesis' board of industry veterans and luminaries who have
deep expertise in direct-to-consumer brands, healthcare, and biotechnology

 

Registration Statement filed in connection with proposed business combination
between Gelesis and Capstar declared effective by SEC

 

BOSTON, January 5, 2022 - Gelesis, a biotherapeutics company focused on excess
weight and metabolic disorders and the maker of Plenity®, announced the
appointment of senior financial executive Ali Bauerlein to its Board of
Directors. Ms. Bauerlein brings extensive experience in SEC reporting,
Sarbanes-Oxley compliance, investor communications, strategic planning,
business development, and corporate governance in high-growth
direct-to-consumer, insurance rentals, and business-to-business
revenue-generating companies. She co-founded Inogen (NASDAQ: INGN), a global
medical technology company offering innovative respiratory products for use in
the homecare setting, and led it from start-up through initial public offering
and commercialization with $300M+ in annual revenue.

 

The appointment comes as Gelesis ramps up its broad launch of its commercial
product, Plenity®.  Gelesis aims to transform weight management with
Plenity, a clinically proven medical device made from naturally derived
building blocks. Plenity is available currently by prescription via a
telehealth consultation, with free, unlimited follow-up visits as needed, and
through traditional healthcare prescribers.

 

Gelesis' board includes healthcare and biotechnology luminaries and veterans
as well as experts in consumer brand building. Ms. Bauerlein joins recent
board appointee and marketing executive Jane Wildman, a 25-year veteran of
Procter & Gamble. Other board members include Raju Kucherlapati, Ph.D.,
the Paul C. Cabot Professor of Genetics and a Professor of Medicine at Harvard
Medical School and award winning scientist and biotech entrepreneur, and Paul
Fonteyne, former President and CEO & Chairman of Boehringer-Ingelheim who
chaired the National Pharmaceutical Council as a board member of PhRMA and
held commercial leadership roles at Merck and Co. Inc. and Abbott
Laboratories, along with Gelesis founder and CEO Yishai Zohar and Dominic
Perks, who founded and runs an international investment firm. Upon completion
of the merger with Capstar, Clayton Christopher and Kathryn Cavanaugh, who are
founders and early investors in leading direct-to-consumer brands, are
expected to join the board of the post-merger public company, along with
Gelesis co-founder and CEO Yishai Zohar and accomplished financial executive
Dominic Perks, who founded and runs a leading investment firm.

 

"It is an exciting time at Gelesis as we look toward becoming a public company
later this month and as we expand our commercial business. Ali's deep
experience building a public healthcare business that generates hundreds of
millions in revenues with a direct-to-consumer business model makes her the
perfect addition to our board and I'm delighted that she will be joining our
audit committee," said Yishai Zohar, founder and CEO of Gelesis.

 

"I am thrilled to be working with the Gelesis team and Board of Directors,"
said Ms. Bauerlein. "I believe their product can truly make a difference for
the vast number of people who struggle with their weight. I am excited to be
part of the commercialization of this product and Gelesis' transition to a
public company."

 

Gelesis and Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) announced
in July that they entered into a definitive business combination agreement,
and the registration statement has now been declared effective by the SEC.
Upon completion of the transaction, the combined company's securities are
expected to be traded on the New York Stock Exchange under the symbol "GLS"
later this month.

 

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 (https://www.gelesis.com/) , or
connect with us on Twitter @GelesisInc.

 

Additional Information and Where to Find It

In July 2021, Gelesis entered into a business combination agreement with
Capstar Special Purpose Acquisition Corp. (NYSE: CPSR) ("Capstar"), a special
purpose acquisition company, as amended in November 2021 and December 2021.

 

In connection with the business combination, Capstar has filed a Registration
Statement on Form S-4 with the SEC, which includes a preliminary proxy
statement/prospectus, which the SEC has declared effective.  On December 27,
2021, Capstar filed a definitive proxy statement/prospectus relating to the
proposed business combination and mailed that definitive proxy
statement/prospectus to its shareholders.  This press release is not a
substitute for the Registration Statement, the definitive proxy
statement/final prospectus or any other document that Capstar has or will send
to its stockholders in connection with the business combination.  This press
release does not contain all the information that should be considered
concerning the proposed business combination and is not intended to form the
basis of any investment decision or any other decision in respect of the
proposed business combination. Investors and security holders of Capstar are
advised to read, when available, the proxy statement/prospectus in connection
with Capstar's solicitation of proxies for its special meeting of stockholders
to be held to approve the business combination (and related matters) because
the proxy statement/prospectus contains important information about the
business combination and the parties to the business combination.

 

The definitive proxy statement/prospectus and other relevant materials for the
proposed business combination are being mailed to shareholders of Capstar as
of a record date that has been established for voting on the proposed business
combination. Investors and security holders will also be able to obtain free
copies of the Registration Statement, the proxy statement/prospectus and all
other relevant documents filed or that will be filed with the SEC by Capstar,
without charge, once available, through the website maintained by the SEC
at www.sec.gov (http://www.sec.gov) .  The documents filed by Capstar with
the SEC also may be obtained free of charge at Capstar's website
at www.capstarspac.com, or by written request to: Capstar Special Purpose
Acquisition Corp., 405 West 14th Street, Austin, TX 78701, Attention: R.
Steven Hicks, Chief Executive Officer, (512) 340-7800.

 

Participants in the Solicitation

Capstar and its directors and executive officers may be deemed participants in
the solicitation of proxies from Capstar's shareholders with respect to the
proposed business combination. The names of those directors and executive
officers and a description of their interests in Capstar is contained in
Capstar's final prospectus dated July 6, 2020 relating to its initial public
offering and in subsequent filings with the SEC, which are available free of
charge at the SEC's web site at www.sec.gov. To the extent such holdings of
Capstar's securities may have changed since that time, such changes have been
or will be reflected on Statements of Changes in Beneficial Ownership on
Form 4 filed with the SEC. Additional information regarding the interests of
such participants will be contained in the proxy statement/prospectus for the
proposed business combination when available.

 

Gelesis and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of Capstar
in connection with the proposed business combination. A list of the names of
such directors and executive officers and information regarding their
interests in the proposed business combination will be included in the proxy
statement/prospectus for the proposed business combination when available.

 

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) the inability of the parties to successfully or
timely consummate the proposed business combination, including the risk that
any required regulatory approvals are not obtained, are delayed or are subject
to unanticipated conditions that could adversely affect the combined company
or the expected benefits of the business combination or that the approval of
the shareholders of Capstar is not obtained; (vi) 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;
(vii) the amount of redemption requests made by Capstar shareholders;
(viii) 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; (ix) 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; (x) the
ability to meet stock exchange listing standards at or following the
consummation of the proposed business combination; (xi) 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; (xii) the regulatory pathway for Gelesis' products and
responses from regulators, including the FDA and similar regulators outside of
the United States, (xiii) 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; (xiv) 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.

 

Non-Solicitation

This press release is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the
proposed business combination and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Capstar, Gelesis or the
combined company, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
such state or jurisdiction. No offer of securities shall be made except by
means of a prospectus meeting the requirements of the Securities Act of 1933,
as amended.

 

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.

 

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 statements that relate to Gelesis' plans with
respect to the broad commercial launch of Plenity®, the competitive
environment in which Gelesis operates, the expected future operating and
financial performance and market opportunities of Gelesis, Ms.
Bauerlein's role with Gelesis, the business combination agreement
between Gelesis and Capstar Special Purpose Acquisition Corp. (NYSE: CPSR)
or matters related thereto, including the expected membership of the Board of
Directors of the post-merger company and matters related to the expected vote
on the business combination agreement by shareholders of Capstar,
and Gelesis' 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.

 

 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

 US Media

 Nichole Sarkis

 +1 774 278 8273

 nichole@tenbridgecommunications.com

 

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