Delaware |
2834 |
85-3472546 | ||
(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer | ||
incorporation or organization) |
Classification Code Number) |
Identification Number) | ||
548 Market Street, #49404 |
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San Francisco, CA 94104 (415) 887-2311 |
Large, accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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F-1 |
• | “Board” are to the board of directors of the Company; |
• | “Business Combination” or “Transactions” are to the Merger and other transactions contemplated by the Merger Agreement, collectively, including the PIPE Financing; |
• | “Bylaws” are to the By-laws of the Company; |
• | “Certificate of Incorporation” are to the Certificate of Incorporation of the Company; |
• | “Closing” are to the closing of the Business Combination; |
• | “Governing Documents” are to the Certificate of Incorporation and the Bylaws; |
• | “IPO” or “initial public offering” are to MCAD’s initial public offering that was consummated on January 12, 2021; |
• | “PIPE Financing” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors collectively subscribed for an aggregate of 5,000,000 shares of our common stock for an aggregate purchase price of $50,000,000; |
• | “Subscription Agreements” are to the subscription agreements, entered into by MCAD and each of the PIPE Investors in connection with the PIPE Financing; and |
• | “units” are to the units of MCAD consisting of one share of our common stock and one right to receive one-tenth (1/10) of a share of our common stock. |
• | The ability to treat the root causes of CMDx |
• | Regulatory and platform leverage |
• | First-mover advantage |
• | Risks Related to Our Business |
• | We are a clinical-stage digital therapeutics company with a limited operating history and have incurred significant financial losses since our inception. We anticipate that we will continue to incur significant financial losses for the foreseeable future. |
• | We have never generated revenue from product sales and may never be profitable. |
• | We will need substantial additional funding, and if we are unable to raise capital when needed, we could be forced to delay, reduce or terminate our product discovery and development programs or commercialization efforts. |
• | Our business is highly dependent on the success of our lead product candidate, BT-001. If we are unable to successfully complete clinical development, obtain regulatory approval for or commercialize BT-001, or if we experience delays in doing so, our business will be materially harmed. |
• | The failure of our products, if approved, to achieve and maintain market acceptance would cause our business, financial condition and results of operation to be materially and adversely affected. |
• | Competitive products may reduce or eliminate the commercial opportunity for our product candidates, if approved. If our competitors develop technologies or product candidates more rapidly than we do, or their technologies or product candidates are more effective or safer than ours, our ability to develop and successfully commercialize our product candidates may be adversely affected. |
• | If we are unable to develop our sales, marketing and distribution capability on our own or through collaborations with marketing partners, we will not be successful in commercializing our product candidates, if approved. |
• | Any failure to offer high-quality patient support may adversely affect our relationships with our existing and prospective patients, and in turn our business, results of operations and financial condition. |
• | We may in the future enter into collaborations, in-licensing arrangements, joint ventures, or strategic alliances with third parties that may not result in the development of commercially viable products or the generation of significant future revenues. |
• | We depend on our senior management team, and the loss of one or more of our executive officers or key employees or an inability to attract and retain highly skilled employees could adversely affect our business. |
• | Risks Related to our Intellectual Property and Potential Litigation |
• | Failure to protect or enforce our intellectual property rights could harm our business and results of operations. |
• | Risks Related to Discovery and Development |
• | Our current product candidates are in various stages of development. Our product candidates may fail in development or suffer delays that adversely affect their commercial viability. If we fail to obtain or maintain FDA de novo classification or clearance to market and sell our BT-001 digital therapeutic, or if such classification or clearance is delayed, our business will be materially harmed. |
• | The clinical trial process required to obtain marketing authorizations for our product candidates is lengthy and expensive with uncertain outcomes. If clinical trials of any of our digital therapeutic applications in development fail to produce results necessary to support regulatory marketing authorization or clearance in the United States or, with respect to our current or future products, elsewhere, we will be unable to commercialize these products and may incur additional costs or experience delays in completing, or ultimately be unable to complete, the commercialization of those products. |
• | Enrollment and retention of patients in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control. |
• | If patients or physicians are not willing to change current practices to adopt our BT-001 digital therapeutic, if granted authorization for marketing, our future product candidates may fail to gain increased market acceptance, and our business will be adversely affected. |
• | Our long-term growth depends on our ability to enhance our digital therapeutic products, expand our indications and develop and commercialize additional products once granted marketing authorization and clearance. |
• | Risk Related to Government Regulation |
• | Our products and operations are subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could harm our business. |
• | We may not receive the necessary de novo classification grant for our BT-001 digital therapeutic or clearances for future expanded indications of our BT-001 digital therapeutic product candidate, and failure to timely obtain these regulatory authorizations would adversely affect our ability to grow our business. |
• | Risks Related to Healthcare Laws and Regulations |
• | The insurance coverage and reimbursement status of newly-approved products is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for any of our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate revenue. |
• | We may be subject, directly or indirectly, to federal and state healthcare fraud and abuse laws, false claims laws health information privacy and security laws, and other health care laws and regulations. If we are unable to comply, or have not fully complied, with such laws, we could face substantial penalties. |
• | Risk Related to our Legal and Regulatory Environment |
• | Failure to comply with anti-bribery, anti-corruption and anti-money laundering laws could subject us to penalties and other adverse consequences. |
• | Federal, state and local employment-related laws and regulations could increase our cost of doing business and subject us to fines and lawsuits. |
• | Risks Related to the Recently Completed Business Combination |
• | If we fail to establish and maintain effective internal control over financial reporting, we may not be able to accurately report our financial results, which may cause investors to lose confidence in our reported financial information and may lead to a decline in the market price of our stock. |
• | Risk Related to Our Organizational Structure |
• | Our executive chairman of the Board, David Perry, and our chief executive officer, president and director, Kevin Appelbaum, together will have significant influence over the company. |
• | Risk Related to Our Common Stock |
• | The price of our common stock may be volatile. |
• | Unstable market and economic conditions may have serious adverse consequences on our business, financial condition and stock price. |
Shares that may be offered and sold from time to time by the Selling Stockholders named herein |
Up to an aggregate of 20,406,908 shares of common stock. |
Common stock outstanding |
23,608,600 shares of common stock as of March 25, 2022. |
Use of proceeds |
All of the shares of common stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We will not receive any of the proceeds from these sales. |
Market for our common stock |
Our common stock is listed on Nasdaq under the symbol “BTTX”. |
Risk factors |
Any investment in the common stock offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “ Risk Factors |
• | our ability to obtain funding for our operations; |
• | the timing and results of our ongoing trial of BT-001 in patients with type 2 diabetes and our expectations regarding the potential benefits of BT-001 and CBT and their potential treatment applications; |
• | our ability to successfully commercialize and market BT-001 and our other product candidates, if approved, and the timing of any commercialization and marketing efforts; |
• | the rate and degree of market acceptance of BT-001 and our other product candidates by physicians, patients, third-party payors and others in the medical community; |
• | our ability to obtain and maintain regulatory approval of BT-001 and our other product candidates; |
• | The timing or likelihood of the accomplishment of various scientific, clinical, regulatory filings and approvals and other product development objectives, including the de novo classification request we intend to file with the FDA upon the completion of our ongoing clinical trial of BT-001; |
• | the willingness of the FDA to approve PDTs and insurance companies to reimburse their use, and our expectations regarding the sufficiency of our clinical trial data to support marketing authorization for our PDTs; |
• | the success, cost and timing of our product development activities and clinical trials, including our plans and estimates for clinical development of our product candidates, the initiation and completion of our clinical trials and related preparatory work and the timing of the availability of results of clinical trials; |
• | the potential market size, opportunity and growth potential for BT-001 and our other product candidates, if approved; |
• | our ability to build our own sales and marketing capabilities to commercialize our product candidates, if approved, and to advance awareness of PDTs for the treatment of disease among patients and providers; |
• | our ability to partner with pharmaceutical companies to market our product candidates, if approved, and to pursue opportunities to commercialize our product candidates if approved outside of the United States; |
• | our expectations regarding the sufficiency of our existing cash and cash equivalents to fund our operating expenses and capital expenditure requirements; |
• | developments and expectations relating to our competitors and our industry, including any regulatory developments; |
• | the pricing, reimbursement and cost-effectiveness of our product candidates, if approved; |
• | our expectations regarding our ability to obtain and maintain intellectual property protection for our product candidates and the duration of such protection; |
• | the impact of laws and regulations and our expectations regarding regulatory and legislative developments; |
• | our ability to attract and retain key scientific, medical, commercial or management personnel; |
• | the accuracy of our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
• | the implementation of our business model, strategic plans for our business, product candidates and technology; |
• | the effect of the ongoing COVID-19 pandemic on the foregoing; |
• | our financial performance; and |
• | other risks and uncertainties detailed under the section entitled “ Risk Factors |
• | advance our lead product candidate, BT-001, through clinical development; |
• | advance our pilot stage product candidates into clinical development; |
• | seek to identify, acquire and develop additional product candidates, including through business development efforts to invest in or in-license other technologies or product candidates; |
• | hire additional clinical, quality control, medical, scientific and other technical personnel to support our clinical operations; |
• | expand our operational, financial and management systems and increases personnel to support our operations; |
• | meet the requirements and demands of being a public company; |
• | maintain, expand and protect our intellectual property portfolio; |
• | seek regulatory approvals for any product candidates that successfully complete clinical trials; and |
• | undertake any pre-commercialization activities to establish sales, marketing and distribution capabilities for any product candidates for which we may receive regulatory approval. |
• | the scope, progress, results and costs of researching and developing our current product candidates, as well as other additional product candidates we may develop and pursue in the future; |
• | the timing of, and the costs involved in, obtaining marketing approvals for our product candidates and any other additional product candidates we may develop and pursue in the future; |
• | the number of future product candidates that we may pursue and their development requirements; |
• | the costs of commercialization activities for our product candidate, including the costs and timing of establishing product sales, marketing, and distribution capabilities; |
• | subject to receipt of regulatory approval, revenue, if any, received from commercial sales of our product candidates; |
• | the extent to which we in-licenses or acquire rights to other products, product candidates or technologies; |
• | our headcount growth and associated costs as we expand our research and development and establish a commercial infrastructure; |
• | the costs of preparing, filing and prosecuting patent applications, maintaining and protecting our intellectual property rights, including enforcing and defending intellectual property related claims; and |
• | the costs of operating as a public company. |
• | the timing and success or failure of our clinical trials for our product candidates or competing product candidates, or any other change in the competitive landscape of our industry, including consolidation among our competitors or partners or as a result of the ongoing COVID-19 pandemic; |
• | our ability to successfully recruit and retain subjects for clinical trials, and any delays caused by difficulties in such efforts, including as a result of the ongoing COVID-19 pandemic; |
• | our ability to obtain marketing approval for our product candidates and the timing and scope of any such approvals we may receive; |
• | the timing and cost of, and level of investment in, research and development activities relating to our product candidates, which may change from time to time; |
• | our ability to attract, hire and retain qualified personnel; |
• | expenditures that we will or may incur to develop additional product candidates; |
• | the level of demand for our product candidates should they receive approval, which may vary significantly; |
• | the risk/benefit profile, cost and reimbursement policies with respect to our product candidates, if approved, and existing and potential future therapeutics that compete with our product candidates; |
• | the changing and volatile U.S. and global economic environments; and |
• | future accounting pronouncements or changes in our accounting policies. |
• | our inability to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that BT-001 is safe and effective; |
• | insufficiency of our financial and other resources to complete the necessary clinical trials and preclinical studies; |
• | negative or inconclusive results from our clinical trials, preclinical studies or the clinical trials of others for product candidates similar to ours, leading to a decision or requirement to conduct additional clinical trials or preclinical studies or abandon a program; |
• | product-related adverse events experienced by subjects in our clinical trials, including unexpected results, or by individuals using products similar to BT-001; |
• | delays in enrolling subjects in clinical trials; |
• | high drop-out rates of subjects from clinical trials; |
• | poor effectiveness of BT-001 during clinical trials; |
• | greater than anticipated clinical trial or manufacturing costs; |
• | delays in submitting a de novo application, or comparable foreign applications or delays or failure in obtaining the necessary approvals from regulators to commence a clinical trial or a suspension or termination, or hold, of a clinical trial once commenced; |
• | conditions imposed by the FDA, the European Medicines Agency (“EMA”), or comparable foreign regulatory authorities regarding the scope or design of our clinical trials; |
• | delays and changes in regulatory requirements, policy and guidelines, including the imposition of additional regulatory oversight around clinical testing generally or with respect to our therapies in particular; or |
• | varying interpretations of data by the FDA, EMA and comparable foreign regulatory authorities. |
• | loss of key employees of the acquired company and other challenges associated with integrating new employees into our culture, as well as reputational harm if integration is not successful; |
• | diversion of management time and focus from operating our business to addressing acquisition integration challenges; |
• | implementation or remediation of controls, procedures, and policies at the acquired company; |
• | difficulties in integrating and managing the combined operations, technologies, technology platforms and products of the acquired companies and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems; |
• | integration of the acquired company’s accounting, human resource and other administrative systems, and coordination of products, engineering and sales and marketing function; |
• | assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk for liabilities; |
• | failure to successfully further develop the acquired technology or realize our intended business strategy; |
• | uncertainty of entry into markets in which we have limited or no prior experience or in which competitors have stronger market positions; |
• | unanticipated costs associated with pursuing acquisitions; |
• | failure to find commercial success with the products or services of the acquired company; |
• | difficulty of transitioning the acquired technology onto our existing platforms and maintaining the security standards for such technology consistent with our other products; |
• | failure to successfully onboard patients or maintain brand quality of acquired companies; |
• | responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, as well as, without limitation, liabilities arising out of their failure to maintain effective data protection and privacy controls and comply with applicable regulations; |
• | inability to maintain our internal standards, controls, procedures, and policies; |
• | failure to generate the expected financial results related to an acquisition on a timely manner or at all; |
• | difficulties in complying with antitrust and other government regulations; |
• | challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with GAAP; |
• | potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, patient relationships or intellectual property, are later determined to be impaired and written down in value; and |
• | failure to accurately forecast the impact of an acquisition transaction. |
• | our inability to recruit and retain adequate numbers of effective sales and marketing personnel; |
• | the inability of sales personnel to obtain access to or persuade adequate numbers of physicians to prescribe our products, if approved; |
• | the lack of complementary products to be offered by sales personnel, which may put us at a competitive disadvantage relative to companies with more extensive product lines; and |
• | unforeseen costs and expenses associated with creating an independent sales and marketing organization. |
• | awareness of our products and the adoption of prescription CBT; |
• | ease of adoption and use; |
• | platform experience; |
• | performance; |
• | brand; |
• | security and privacy; and |
• | pricing. |
• | sell, lease, transfer or otherwise dispose of certain assets; |
• | acquire another company or business or enter into a merger or similar transaction with third parties; |
• | incur additional indebtedness; |
• | make investments; |
• | enter into certain outbound licenses of intellectual property; |
• | encumber or permit liens on certain assets; and |
• | pay dividends and make other restricted payments with respect to our capital stock. |
• | we may not be able to demonstrate to the FDA’s satisfaction that our product candidates are safe and effective for their intended use; |
• | the FDA may disagree that our clinical data supports the label and use that we are seeking; and |
• | the FDA may disagree that the data from our preclinical or pilot studies and clinical trials is sufficient to support marketing authorization. |
• | if we are required to submit an IDE application to FDA, which must become effective prior to commencing human clinical trials, the FDA may reject our IDE application and notify us that we may not begin investigational trials; |
• | regulators and other comparable foreign regulatory authorities may disagree as to the design or implementation of our clinical trials; |
• | regulators and/or IRBs, or other reviewing bodies may not authorize us or our investigators to commence a clinical trial, or to conduct or continue a clinical trial at a prospective or specific trial site; |
• | we may not reach agreement on acceptable terms with prospective contract research organizations, (“CROs”), and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites; |
• | we may have disagreements with CROs and clinical trial sites about the terms of our contracts with them and the amounts owed thereunder, and as a result, the costs of our clinical trials may be higher than anticipated; |
• | clinical trials may produce negative or inconclusive results, or we may not agree with regulatory authorities on the interpretation of our clinical trial results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon product development programs; |
• | the number of subjects or patients required for clinical trials, including to effectively test and demonstrate the effect of our product candidates, may be larger than we anticipate, enrollment in these clinical trials may be insufficient or slower than we anticipate, and the number of clinical trials being conducted at any given time may be high and result in fewer available patients for any given clinical trial, or patients may drop out of these clinical trials at a higher rate than we anticipate; |
• | our third-party contractors may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all; |
• | we might have to suspend or terminate clinical trials for various reasons, including a finding that the subjects are being exposed to unacceptable health risks; |
• | we may have to amend clinical trial protocols or conduct additional studies to reflect changes in regulatory requirements or guidance, which we may be required to submit to an IRB and/or regulatory authorities for re-examination; |
• | regulators, IRBs, or other parties may require or recommend that we or our investigators suspend or terminate clinical research for various reasons, including safety signals or noncompliance with regulatory requirements; |
• | the cost of clinical trials may be greater than we anticipate; |
• | clinical sites may not adhere to the clinical protocol or may drop out of a clinical trial; |
• | we may be unable to recruit a sufficient number of clinical trial sites or trial subjects; |
• | regulators, IRBs, or other reviewing bodies may fail to approve or subsequently find fault with our manufacturing processes for clinical and commercial supplies, the supply of devices or other materials necessary to conduct clinical trials may be insufficient, inadequate or not available at an acceptable cost, or we may experience interruptions in our ability to supply our product candidates; |
• | marketing authorization policies, pathways or regulations of FDA or applicable foreign regulatory agencies may change in a manner rendering our clinical data insufficient for marketing authorization; and |
• | our current or future products may have undesirable side effects or other unexpected characteristics. |
• | lack of availability of adequate third-party payer coverage or reimbursement; |
• | lack of experience with our product; |
• | our inability to convince key opinion leaders to recommend our products; |
• | perceived inadequacy of evidence supporting clinical benefits, safety or cost-effectiveness of our product; |
• | liability risks generally associated with the use of new products; and |
• | the training required to use new products. |
• | properly identify and anticipate physician and patient needs; |
• | develop and introduce new functionalities, uses, products and product enhancements in a timely manner; |
• | avoid infringing upon the intellectual property rights of third parties; |
• | demonstrate, if required, the safety and effectiveness of new products with data from preclinical and pilot studies and clinical trials; |
• | obtain the necessary regulatory clearances, grants or approvals for expanded indications, new products or product modifications; |
• | be fully FDA-compliant with marketing of new products or modified products; |
• | provide adequate training to potential patients prescribed our products; |
• | receive adequate coverage and reimbursement for procedures performed with our products; and |
• | develop an effective and dedicated sales and marketing team. |
• | our inability to demonstrate to the satisfaction of the FDA or the applicable regulatory entity or notified body that our products are safe or effective for their intended uses; |
• | the disagreement of the FDA or the applicable foreign regulatory body with the design or implementation of our clinical trials or the interpretation of data from pre-clinical studies or clinical trials; |
• | serious and unexpected adverse device effects experienced by participants in our clinical trials; |
• | the data from our pre-clinical or pilot studies and clinical trials may be insufficient to support de novo classification, clearance or approval where required; |
• | our inability to demonstrate that the clinical and other benefits of the device outweigh the risks; and |
• | the potential for medical device policies or regulations of the FDA or applicable foreign regulatory bodies to change significantly in a manner rendering our clinical data or regulatory filings insufficient for de novo classification, clearance or approval. |
• | untitled letters or warning letters; |
• | fines, injunctions, consent decrees and civil penalties; |
• | recalls, termination of distribution, administrative detention, or seizure of our products; |
• | patient notifications for repair, replacement or refunds; |
• | operating restrictions or partial suspension or total shutdown of production; |
• | delays in or refusal to grant our requests for future marketing authorizations of new products, new intended uses, or modifications to any marketed products we may commercialize; |
• | withdrawals or suspensions of our regulatory authorizations, resulting in prohibitions on sales and distribution of our products; |
• | FDA refusal to issue certificates to foreign governments needed to export products for sale in other countries; and |
• | criminal prosecution. |
• | a covered benefit under its health plan; |
• | safe, effective and medically necessary; |
• | appropriate for the specific patient; |
• | cost-effective; and |
• | neither experimental nor investigational. |
• | the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, the purchase, lease, order, arrangement, or recommendation of any good, facility, item or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it to have committed a violation. Violations are subject to civil and criminal fines and penalties for each violation, plus up to three times the remuneration involved, imprisonment, and exclusion from government healthcare programs. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA or federal civil money penalties. |
• | the federal civil and criminal false claims laws and civil monetary penalty laws, such as the FCA, which impose criminal and civil penalties and authorize civil whistleblower or qui tam actions, against individuals or entities for, among other things: knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent; knowingly making, using or causing to be made or used, a false statement of record material to a false or fraudulent claim or obligation to pay or transmit money or property to the federal government or knowingly concealing or knowingly and improperly avoiding or decreasing an obligation to pay money to the federal government. A person can be held liable under the FCA even when they do not submit claims directly to government payers if they are deemed to “cause” the submission of false or fraudulent claims. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery; |
• | the federal Health Insurance Portability and Accountability Act of 1996 (“HIPAA”), which created new federal criminal statutes that prohibit a person from knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payer (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false, fictitious, or fraudulent statements or representations in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters; similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; |
• | HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) and their respective implementing regulations, including the Final Omnibus Rule published in January 2013, which impose requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses as well as their respective business associates, independent contractors or agents of covered entities, that perform services for them that involve the creation, maintenance, receipt, use, or disclosure of, individually identifiable health information relating to the privacy, security and transmission of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for |
damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, there may be additional federal, state and non-U.S. laws which govern the privacy and security of health and other personal information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; |
• | the U.S. federal transparency requirements under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act (“ACA”), including the provision commonly referred to as the Physician Payments Sunshine Act, and its implementing regulations, which requires applicable manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to CMS, information related to payments or other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members. Effective January 1, 2022, these reporting obligations extend to include transfers of value made to certain non-physician providers such as physician assistants and nurse practitioners; |
• | federal government price reporting laws, which require us to calculate and report complex pricing metrics in an accurate and timely manner to government programs; |
• | federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and |
• | additionally, we are subject to state and foreign equivalents of each of the healthcare laws and regulations described above, among others, some of which may be broader in scope and may apply regardless of the payer. Many U.S. states have adopted laws similar to the federal Anti-Kickback Statute and the FCA, and may apply to our business practices, including, but not limited to, research, distribution, sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental payers, including private insurers. Several states also impose other marketing restrictions or require medical device manufacturers to make marketing or price disclosures to the state. State and foreign laws, including for example the European Union General Data Protection Regulation, which became effective May 2018 also govern the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. There are ambiguities as to what is required to comply with these state requirements and if we fail to comply with an applicable state law requirement we could be subject to penalties. Finally, there are state and foreign laws governing the privacy and security of health information, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. |
• | the ability of the Board to issue shares of preferred stock, including “blank check” preferred stock, and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer; |
• | the limitation of the liability, and indemnification of our directors and officers; |
• | a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders after such date and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; |
• | the requirement that a special meeting of stockholders may be called only by a majority of our entire Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; |
• | controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; |
• | the ability of the Board to amend the bylaws, which may allow the Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to the Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | changes in the industries in which we and our customers operate; |
• | variations in its operating performance and the performance of our competitors in general; |
• | material and adverse impact of the ongoing COVID-19 pandemic on the markets and the broader global economy; |
• | actual or anticipated fluctuations in our quarterly or annual operating results; |
• | publication of research reports by securities analysts about us or our competitors or its industry; |
• | the public’s reaction to our press releases, our other public announcements and our filings with the SEC; |
• | our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market; |
• | additions and departures of key personnel; |
• | changes in laws and regulations affecting our business; |
• | commencement of, or involvement in, litigation involving us; |
• | changes in our capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our common stock available for public sale; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism. |
• | Ensure our product development processes and documentation comply with regulatory requirements (FDA 21 CFR Part 820 and ISO 14971). |
• | Establish a repeatable framework for how we design, validate and deploy product candidates and product features. |
• | Define standard operating procedures, including a series of checks and balances and stakeholder signoffs to help ensure oversight of patient safety at each phase of development. |
• | Type 2 diabetes: $190 billion (or $237 billion in 2017 according to the American Diabetes Association (“ADA”)) |
• | Dyslipidemia: $75 billion |
• | Coronary heart disease: $72 billion |
• | Hypertension: $66 billion |
• | Stroke: $52 billion |
• | Congestive heart failure: $30 billion |
• | End-stage renal disease: $5 billion |
• | BT-001, potentially pivotal study in type 2 diabetes; announced primary endpoint data in March 2022; de novo classification request expected to be filed with the FDA upon completion of the trial |
• | BT-002, pilot study in hypertension |
• | BT-003, pilot study in hyperlipidemia |
• | Regulatory Lead Time |
• | First Mover Market Advantage |
• | Intellectual Property |
U.S. or foreign patents issuing from the first two families is 2038. The expiration of any U.S. or foreign patents issuing from the third family is 2039. |
• | Network Effects |
• | The potential to reverse disease |
• | Rapid and low-cost development compared to traditional therapeutics |
• | Continuously improving therapeutics and more informed clinical decisions |
• | Advancing our lead product candidate, BT-001 , through our potentially pivotal trial and regulatory authorization |
highly statistically significant 0.4% reduction in A1c, Better Therapeutics intends to file a de novo classification request with the FDA upon completion of the study. |
• | Securing broad reimbursement coverage for our PDTs |
• | Building a focused sales force to introduce our products to primary care providers |
• | Integrating our products into the standard of care |
• | Using our platform capabilities to accelerate development across CMDx |
• | a covered benefit under its health plan, |
• | safe, effective and medically necessary, |
• | appropriate for the specific patient, |
• | cost-effective, and |
• | neither experimental nor investigational. |
• | the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, the purchase, lease, order, arrangement, or recommendation of any good, facility, item or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it to have committed a violation. Violations are subject to civil and criminal fines and penalties for each violation, plus up to three times the remuneration involved, imprisonment, and exclusion from government healthcare programs. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the FCA or federal civil money penalties; |
• | the federal civil and criminal false claims laws and civil monetary penalty laws, such as the FCA, which impose criminal and civil penalties and authorize civil whistleblower or qui tam actions, against individuals or entities for, among other things: knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent; knowingly making, using or causing to be made or used, a false statement of record material to a false or fraudulent claim or obligation to pay or transmit money or property to the federal government or knowingly concealing or knowingly and improperly avoiding or decreasing an obligation to pay money to the federal government. A person can be held liable under the FCA even when they do not submit claims directly to government payers if they are deemed to “cause” the submission of false or fraudulent claims. The FCA also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the FCA and to share in any monetary recovery; |
• | HIPAA, which created new federal criminal statutes that prohibit a person from knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payer (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false, fictitious, or fraudulent statements or representations in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters; similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; |
• | HIPAA, as amended by HITECH and their respective implementing regulations, including the Final Omnibus Rule published in January 2013, which impose requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses as well as their respective business associates, independent contractors or agents of covered entities, that perform services for them that involve the creation, maintenance, receipt, use, or disclosure of, individually identifiable health information relating to the privacy, security and transmission of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, there |
may be additional federal, state and non-U.S. laws which govern the privacy and security of health and other personal information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; |
• | the U.S. federal transparency requirements under the ACA, including the provision commonly referred to as the Physician Payments Sunshine Act, and its implementing regulations, which requires applicable manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to the CMS, information related to payments or other transfers of value made to physicians (defined to include doctors, dentists, optometrists, podiatrists and chiropractors) and teaching hospitals, as well as ownership and investment interests held by the physicians described above and their immediate family members. Effective January 1, 2022, these reporting obligations extend to include transfers of value made to certain non-physician providers such as physician assistants and nurse practitioners; |
• | federal government price reporting laws, which require us to calculate and report complex pricing metrics in an accurate and timely manner to government programs; |
• | federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; and |
• | additionally, we are subject to state and foreign equivalents of each of the healthcare laws and regulations described above, among others, some of which may be broader in scope and may apply regardless of the payer. Many U.S. states have adopted laws similar to the federal Anti-Kickback Statute and the FCA, and may apply to our business practices, including, but not limited to, research, distribution, sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental payers, including private insurers. Several states also impose other marketing restrictions or require medical device manufacturers to make marketing or price disclosures to the state. State and foreign laws, including for example the European Union General Data Protection Regulation, which became effective May 2018, also govern the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. There are ambiguities as to what is required to comply with these state requirements and if we fail to comply with an applicable state law requirement, we could be subject to penalties. Finally, there are state and foreign laws governing the privacy and security of health information, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. |
• | In August 2011, the Budget Control Act of 2011, among other things, created measures for spending reductions by Congress. A Joint Select Committee on Deficit Reduction, tasked with recommending a targeted deficit reduction of at least $1.2 trillion for the years 2013 through 2021, was unable to reach required goals, thereby triggering the legislation’s automatic reduction to several government programs. This includes aggregate reductions of Medicare payments to providers up to 2% per fiscal year, and, due to subsequent legislative amendments, will remain in effect through 2030 unless additional Congressional action is taken. Pursuant to the CARES Act, as well as subsequent legislation, these reductions have been suspended from May 1, 2020 through March 31, 2022 due to the COVID-19 pandemic. Following the temporary suspension a 1% payment reduction will occur beginning April, 1, 2022 through June 30, 2022 and the 2% payment reduction will resume on July 1, 2022. |
• | On January 2, 2013 the U.S. American Taxpayer Relief Act of 2012 was signed into law, which among other things, further reduced Medicare payments to several types of providers. |
• | On April 13, 2017, CMS published a final rule that gives states greater flexibility in setting benchmarks for insurers in the individual and small group marketplaces, which may have the effect of relaxing the essential health benefits required under the ACA for plans sold through such marketplaces. |
• | On May 30, 2018, the Right to Try Act, was signed into law. The law, among other things, provides a federal framework for certain patients to access certain investigational new drug products that have completed a Phase 1 clinical trial and that are undergoing investigation for FDA approval. Under certain circumstances, eligible patients can seek treatment without enrolling in clinical trials and without obtaining FDA permission under the FDA expanded access program. There is no obligation for a pharmaceutical manufacturer to make its drug products available to eligible patients as a result of the Right to Try Act. |
• | On December 20, 2019, former President Trump signed into law the Further Consolidated Appropriations Act (H.R. 1865), which repealed the Cadillac tax, the health insurance provider tax, and the medical device excise tax. It is impossible to determine whether similar taxes could be instated in the future. |
• | establishment registration and device listing; |
• | the QSR, which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process; |
• | labeling regulations and the FDA prohibitions against the promotion of products for uncleared, unapproved or “off-label” uses and other requirements related to promotional activities; |
• | medical device reporting regulations, which require that manufactures report to the FDA if their device may have caused or contributed to a death or serious injury, or if their device malfunctioned and the device or a similar device marketed by the manufacturer would be likely to cause or contribute to a death or serious injury if the malfunction were to recur; |
• | corrections and removal reporting regulations, which require that manufactures report to the FDA field corrections or removals if undertaken to reduce a risk to health posed by a device or to remedy a violation of the FD&C Act that may present a risk to health; and |
• | post market surveillance regulations, which apply to certain Class II or III devices when necessary to protect the public health or to provide additional safety and effectiveness data for the device. |
• | warning or untitled letters, fines, injunctions, consent decrees and civil penalties; |
• | customer notifications, voluntary or mandatory recall or seizure of products; |
• | operating restrictions, partial suspension or total shutdown of production; |
• | delay in processing submissions or applications for new products or modifications to existing products; |
• | withdrawing approvals that have already been granted; and |
• | criminal prosecution. |
• | type 2 diabetes remains a high-cost area for payers despite widespread coverage of medications and disease management programs; |
• | payers are receptive to new solutions, including PDTs, to address the significant unmet medical needs in uncontrolled and comorbid patient populations; |
• | PDTs would be evaluated using a rigorous drug-like review process and would be expected to demonstrate a compelling combination of clinical and health economic impacts; |
• | PDTs may be covered as pharmacy or medical benefits, though a majority of payers favor covering them as pharmacy benefits; |
• | a target product profile (“TPP”) was tested using pilot results for BT-001 and payers indicated a willingness to cover at prices comparable to branded, oral glycemic control medications; and |
• | based on the TPP, payers are enthusiastic about BT-001’s potential to reduce A1c and associated comorbidities, while reducing the total cost of care. |
• | advance our products through clinical trials; |
• | pursue regulatory authorization or clearance of our products; |
• | operate as a public company; |
• | continue our preclinical programs and clinical development efforts; and |
• | continue research activities for the discovery of new products. |
Twelve Months Ended, December 31, |
||||||||||||||||
2021 |
2020 |
$ Change |
% Change |
|||||||||||||
Revenue |
$ | — | $ | 8 | $ | (8 | ) | N/M | ||||||||
Operating expenses: |
||||||||||||||||
Research and development |
19,436 | 3,660 | 15,776 | 431 | % | |||||||||||
Sales and marketing |
2,336 | 216 | 2,120 | 981 | % | |||||||||||
General and administrative |
8,788 | 2,455 | 6,333 | 258 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
$ | 30,560 | $ | 6,331 | $ | 24,229 | 383 | % | ||||||||
Loss from operations |
(30,560 | ) | (6,323 | ) | (24,237 | ) | 383 | % | ||||||||
Interest expense, net |
(185 | ) | (100 | ) | (85 | ) | 85 | % | ||||||||
Gain on loan forgiveness |
647 | — | 647 | 100 | % | |||||||||||
Change in fair value of SAFEs |
(10,390 | ) | 189 | (10,579 | ) | N/M | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before provision for income taxes |
(40,488 | ) | (6,234 | ) | (34,254 | ) | 549 | % | ||||||||
Provision for (benefit from) income taxes |
(153 | ) | 153 | (306 | ) | -200 | % | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (40,335 | ) | $ | (6,387 | ) | $ | (33,948 | ) | 532 | % | |||||
|
|
|
|
|
|
|
|
Year Ended December 31, 2021 |
Year Ended December 31, 2020 |
|||||||
Cash used in operating activities. |
$ | (30,818 | ) | $ | (5,774 | ) | ||
Cash used in investing activities |
(1,071 | ) | (2,305 | ) | ||||
Cash provided by financing activities |
72,332 | 7,445 | ||||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
$ | 40,443 | $ | (634 | ) | |||
|
|
|
|
• | Fair value of common stock — Historically, as there has been no public market for our common stock, the fair value of our common stock was determined by the Board based in part on valuations of our common stock prepared by a third-party valuation firm. See the subsection titled “Determination of Fair Value of Common Stock” below. Now that the Business Combination is complete, we will determine the fair value of our common stock based on the closing price of our common stock on the grant date. |
• | Expected term — The expected term represents the period that our options granted are expected to be outstanding and is determined using the simplified method for employees (based on the mid-point between the vesting date and the end of the contractual term) and is based on the remaining contractual term for non-employees. We have very limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for our stock option grants. |
• | Expected volatility — Since Legacy BTX was a privately-held company, we have limited trading history for our common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded companies over a period equal to the expected term of stock option grants. The comparable companies were chosen based on their similar size, life cycle stage, or area of specialty. |
• | Risk-free interest rate — The risk-free interest rate is based on the U.S. constant maturity rates with remaining terms similar to the expected term of the stock options. |
• | Expected dividend yield — We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero. |
• | the Company was, or will be, a participant; |
• | the amount involved exceeded, or will exceed, $120,000; and |
• | in which any director, executive officer, holder of 5% or more of any class of its capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest. |
Name |
Age |
Position(s) | ||
David Perry . . . . . . . . . . . . . . . . . . . . | 54 | Executive Chairman of the Board | ||
Kevin Appelbaum . . . . . . . . . . . . . . . | 57 | Chief Executive Officer, President and Director | ||
Dr. Mark Berman . . . . . . . . . . . . . . . | 46 | Chief Medical Officer | ||
Kristin Wynholds . . . . . . . . . . . . . . . | 49 | Chief Product Officer | ||
Justin Zamirowski . . . . . . . . . . . . . . . | 46 | Chief Commercial Officer | ||
Mark Heinen . . . . . . . . . . . . . . . . . . . | 52 | Head of Finance and interim Chief Financial Officer | ||
Dr. Richard Carmona . . . . . . . . . . . . | 72 | Director | ||
Andrew Armanino . . . . . . . . . . . . . . | 56 | Director | ||
Geoffrey Parker . . . . . . . . . . . . . . . . . | 57 | Director | ||
Risa Lavizzo-Mourey . . . . . . . . . . . . | 67 | Director | ||
Dr. Major General Elder Granger . . . | 68 | Director | ||
Dr. Suying Liu . . . . . . . . . . . . . . . . . | 33 | Director |
• | the Class I directors are Richard Carmona and David Perry, and their terms will expire at the annual meeting of stockholders to be held in 2022; |
• | the Class II directors are Suying Liu, Kevin Appelbaum and Geoffrey Parker, and their terms will expire at the annual meeting of stockholders to be held in 2023; and |
• | the Class III directors are Risa Lavizzo-Mourey, Andrew Armanino and Elder Granger, and their terms will expire at the annual meeting of stockholders to be held in 2024. |
• | Kevin Appelbaum, our Co-Founder and Chief Executive Officer; |
• | Mark Berman, M.D., our Chief Medical Officer; and |
• | Kristin Wynholds, our Chief Product Officer. |
• | attract, motivate, incentivize and retain employees who contribute to our long-term success; |
• | provide short-term incentive compensation packages to our executives that are competitive and reward the achievement of our business objectives; and |
• | effectively align our executives’ interests with those of our stockholders by focusing on long-term equity incentives that correlate with the growth of sustainable long-term value for our stockholders. |
Name and Principal Position |
Year |
Salary ($)(1) |
Bonus ($) |
Stock Awards ($) |
Option Awards ($)(2) |
Non-Equity Incentive Plan Compensation ($)(3)(4) |
Total ($) |
|||||||||||||||||||||
Kevin Appelbaum Co-Founder & Chief Executive Officer |
2021 | 462,250 | — | — | 675,111 | 707,500 | 1,844,861 | |||||||||||||||||||||
2020 | 450,000 | — | 42,250 | — | — | 510,365 | ||||||||||||||||||||||
Mark Berman, M.D. Chief Medical Officer |
2021 | 360,500 | — | — | 250,062 | 215,875 | 826,437 | |||||||||||||||||||||
2020 | 339,583 | — | 16,115 | — | — | 364,448 | ||||||||||||||||||||||
Kristin Wynholds Chief Product Officer |
2021 | 329,375 | — | — | 219,681 | 257,125 | 806,306 | |||||||||||||||||||||
2020 | 310,417 | — | 5,403 | 5,399 | — | 327,949 |
(1) | Following the completion of the Business Combination, with an effective date of October 28, 2021, Messrs. Appelbaum’s and Berman’s and Ms. Wynholds’ annual base salaries were increased from $450,000 to $520,000, from $350,000 to $410,000 and from $325,000 to $350,000, respectively. |
(2) | The amounts reported represent the aggregate grant date fair value of the stock options granted to our named executive officers calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 15 of our financial statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock options or any sale of the underlying shares of our common stock. |
(3) | Amounts include bonuses earned by our named executive officers under our short-term cash incentive program, based on both (i) the Company’s achievement of certain corporate performance goals and the named executive officer’s individual performance during the 2020 fiscal year and (ii) the completion of the Business Combination in 2021. Such bonus amounts were $225,000 $101,875 and $153,125 for each of Messrs. Applebaum and Berman, and Ms. Wynholds, respectively. For Mr. Appelbaum, the amount also includes a $300,000 transaction bonus earned in 2021 in connection with the Business Combination, pursuant to his employment agreement. |
(4) | Amounts include bonuses earned by our named executive officers under our short-term cash incentive program, based on the Company’s achievement of certain corporate performance goals and the named executive officer’s individual performance during the 2021 fiscal year. Such bonus amounts were $182,500, $114,000 and $104,000 for each of Messrs. Applebaum and Berman, and Ms. Wynholds, respectively. |
Option awards (1) |
Stock awards (2) |
|||||||||||||||||||||||||||||||||||||||
Grant date (2) |
Vesting commencement date |
Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) unexercisable |
Option exercise price ($) |
Option expiration date |
Number of shares of stock that have not vested (#) |
Market value of shares or stock that have not vested |
Equity incentive plan awards: number of unearned shares other rights that have not vested (#) |
Plan awards: number or payout value of unearned shares other rights that have not vested ($)(3) |
|||||||||||||||||||||||||||||||
Kevin Appelbaum |
12/8/2017 | 5/17/2017 | — | — | — | — | — | — | 113,703 | (4) |
528,719 | |||||||||||||||||||||||||||||
4/6/2021 | 4/6/2021 | — | 236,881 | (5) |
11.38 | 4/5/2031 | ||||||||||||||||||||||||||||||||||
Mark Berman |
2/4/2019 | 1/3/2020 | — | — | — | — | 59,202 | (6) |
275,289 | — | — | |||||||||||||||||||||||||||||
4/6/2021 | 4/6/2021 | — | 87,741 | ( 5) |
11.38 | 4/5/2031 | ||||||||||||||||||||||||||||||||||
Kristin Wynholds |
2/4/2019 | 10/22/2018 | — | — | — | — | 18,752 | (7) |
87,197 | — | — | |||||||||||||||||||||||||||||
8/14/2020 | 2/1/2020 | 13,028 | 15,397 | (5) |
0.47 | 8/13/2030 | — | — | — | — | ||||||||||||||||||||||||||||||
4/6/2021 | 4/6/2021 | — | 77,081 | (5) | 11.38 | 4/5/2031 |
(1) | Unless otherwise specified, each equity award was granted under and is subject to the terms of our 2020 Stock Option and Grant Plan (the “2020 Plan”). Such awards are subject to certain acceleration of vesting provisions as set forth in the Executive Severance Plan or the named executive officer’s employment agreement, as applicable. |
(2) | Each stock award was granted pursuant to individual restricted stock agreements between the Company and each applicable named executive officer. The stock awards represent the unvested Common Unit awards converted into Legacy BTX restricted stock in connection with its corporate reorganization in 2020. The grant date listed for such awards represent the original grant date of the equity award (i.e., the grant date of Common Units under our 2015 Equity Incentive Plan (the “2015 Plan”)). Such awards are subject to certain acceleration of vesting provisions as set forth in the Executive Severance Plan or the named executive officer’s employment agreement, as applicable. |
(3) | Based on the closing price of $4.65 per share of our common stock as of December 31, 2021. |
(4) | With respect to 227,406 shares of our common stock subject to this award, 113,703 shares vested upon consummation of an equity financing resulting in gross proceeds exceeding $20 million, based on a pre- money enterprise valuation of the Company of at least $100 million and the remaining 113,703 shares vest upon the achievement by us of the earlier of (i) 12-month trailing booked revenues of at least $20 million, or (ii) filing of a de novo submission to the FDA. Upon the occurrence of a sale of the Company (as defined in our 2015 Plan), all unvested shares will automatically vest. |
(5) | 25% of the shares subject to the equity award vest upon the one year anniversary of the vesting commencement date and 1/48 of the shares subject to the equity award vest each month thereafter, subject to the named executive officer’s continued service relationship with the Company through each applicable date. |
(6) | 1/48th of the shares to the equity award vest each month following the vesting commencement date, subject to continued service relationship through each applicable vesting date. Upon the occurrence of the sale of the Company, all unvested shares will automatically vest. |
(7) | 25% of such shares vest upon the vesting commencement date and 1/36 of the remaining shares subject to the equity award vest each month thereafter, subject to continued service relationship through each applicable vesting date. Upon the occurrence of a sale of the Company, all unvested shares will automatically. |
Annual Retainer for Board Membership |
||||
Annual service on the board of directors |
$ | 40,000 | ||
Additional retainer for annual service as non-executive chairperson |
$ | 30,000 | ||
Additional retainer for annual service as a lead director of the board of directors |
$ | 15,000 | ||
Additional Annual Retainer for Committee Membership |
||||
Annual service as audit committee chairperson |
$ | 15,000 | ||
Annual service as member of the audit committee (other than chair) |
$ | 7,500 | ||
Annual service as compensation committee chairperson |
$ | 10,000 | ||
Annual service as member of the compensation committee (other than chair) |
$ | 5,000 | ||
Annual service as nominating and governance committee chairperson |
$ | 8,000 | ||
Annual service as member of the nominating and governance committee (other than chair) |
$ | 4,000 |
Name |
Fees Earned or Paid in Cash ($) |
Stock Awards ($) |
Option Awards ($)(1) |
All Other Compensation ($) |
Total ($) |
|||||||||||||||
David Perry(2) |
— | — | 124,656 | 194,712 | (3) | 319,368 | ||||||||||||||
Richard Carmona(4) |
34,907 | — | 124,656 | — | 159,563 | |||||||||||||||
Andrew Armanino(5) |
35,957 | — | 124,656 | — | 160,613 | |||||||||||||||
Geoffrey Parker(6) |
36,044 | — | 124,656 | — | 160,700 | |||||||||||||||
Risa Lavisso-Mourey(7) |
30,640 | — | 124,656 | — | 155,296 | |||||||||||||||
Suying Liu(8) |
6,995 | — | 124,656 | — | 131,651 | |||||||||||||||
Elder Granger(9) |
6,561 | — | 124,656 | — | 131,217 |
(1) | The amounts reported represent the aggregate grant date fair value of the stock options granted to our directors calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock options reported in this column are set forth in Note 15 of our financial statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for these stock options and do not correspond to the actual economic value that may be received by our directors upon the exercise of the stock options or any sale of the underlying shares of our common stock. |
(2) | As of December 31, 2021 Mr. Perry held options to purchase 28,300 shares of our common stock. |
(3) | The amount represents the salary received by Mr. Perry as the executive chairman of the Board. |
(4) | As of December 31, 2021 Dr. Carmona held options to purchase 28,300 shares of our common stock. |
(5) | As of December 31, 2021 Mr. Armanino held options to purchase 28,300 shares of our common stock. |
(6) | As of December 31, 2021 Mr. Parker held options to purchase 28,300 shares of our common stock. |
(7) | As of December 31, 2021 Dr. Lavisso-Mourey held options to purchase 28,300 shares of our common stock. |
(8) | As of December 31, 2021 Dr. Liu held options to purchase 28,300 shares of our common stock. |
(9) | As of December 31, 2021 Dr. Granger held options to purchase 28,300 shares of our common stock. |
• | before the stockholder became interested, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
• | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or |
• | at or after the time the stockholder became interested, the business combination was approved by the Board and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
• | Section 203 defines a business combination to include: |
• | any merger or consolidation involving the corporation and the interested stockholder; |
• | any sale, transfer, lease, pledge, exchange, mortgage or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
• | subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; or |
• | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
• | the provisions regarding the size of the Board, including the number of directors and term in office; |
• | the provisions prohibiting stockholder actions without a meeting; |
• | the provisions regarding amendment of the Certificate of Information; |
• | the provisions regarding amendment of the Bylaws by the stockholders; |
• | the provisions regarding the limited liability of directors of the Company; or |
• | the provisions regarding the election not to be governed by Section 203 of the DGCL. |
• | each person known by us to be the beneficial owner of more than 5% of our outstanding common stock as of March 25, 2022; |
• | each of our executive officers and directors; and |
• | all of our executive officers and directors as a group after as of March 25, 2022. |
Name and Address of Beneficial Owners |
Number of Shares |
% |
||||||
Greater than 5% holders: |
||||||||
David P. Perry 2015 Trust (1) |
10,830,037 | 45.9 | % | |||||
Kevin Appelbaum Revocable Trust (2) |
2,474,626 | 10.5 | % | |||||
Entities affiliated with Farallon Capital Management LLC (3) |
1,350,000 | 5.7 | % | |||||
Mountain Crest Capital LLC (4) |
1,388,250 | 5.9 | % | |||||
Named Executive Officers and Directors: |
||||||||
David Perry (1) |
10,830,037 | 45.9 | % | |||||
Kevin Appelbaum (2) |
2,474,626 | 10.5 | % | |||||
Mark Berman (5) |
255,710 | 1.1 | % | |||||
Kristin Wynholds (6) |
126,886 | * | ||||||
Justin Zamirowski (7) |
56,118 | * | ||||||
Richard Carmona |
153,619 | * | ||||||
Andrew Armanino (8) |
99,662 | * | ||||||
Geoffrey Parker (9) |
53,333 | * | ||||||
Risa Lavizzo-Mourey |
10,000 | * | ||||||
Mark Heinen (10) |
22,980 | * | ||||||
Suying Liu (11) |
— | * | ||||||
Elder Granger |
1,000 | * | ||||||
All directors and officers as a group (12 persons) |
14,083,971 | 59.2 | % |
* | Less than 1% |
(1) | Information based on the Schedule 13D filed with the SEC on November 8, 2021 by David P. Perry 2015 Trust, David P. Perry, Georgianna Maule-Ffinch and Donald R. Leo, Trustee of Pensus Limited Trust dated 06/12/2010 FBO Georgianna Maule-Ffinch (“Pensus Trust”). Consists of (i) 10,464,015 shares held by the David P. Perry 2015 Trust, over which David P. Perry is the sole trustee and has sole voting and dispositive power, (ii) 51,536 shares held by Mr. Perry, (iii) 293,150 shares held by Mr. Perry’s spouse, Georgianna Maule-Ffinch, and (iv) 21,336 shares held by Pensus Trust. |
(2) | Information based on Schedule 13D filed with the SEC on November 8, 2021 by Kevin Appelbaum, or his successor(s), as Trustee of the Kevin Appelbaum Revocable Trust under Revocable Trust Declaration dated May 16, 2020, as amended (the “Appelbaum Trust”) and Kevin J. Appelbaum. Consists of (i) 2,406,719 shares held by Kevin Appelbaum, or his successor(s), as Trustee of the Appelbaum Trust, over which Mr. Appelbaum has sole voting and dispositive power, (ii) 3,750 shares held by Mr. Appelbaum and (iii) 64,157 shares which Mr. Appelbaum has the right to acquire through the exercise of stock options within 60 days of March 25, 2022. |
(3) | Information based on the Schedule 13G/A filed with the SEC on February 9, 2022 by Farallon Capital Partners, L.P. (“FCP”), Farallon Capital Institutional Partners, L.P. (“FCIP”), Farallon Capital Institutional Partners II, L.P. (“FCIP II”), Farallon Capital Institutional Partners III, L.P. (“FCIP III”), Four Crossings Institutional Partners V, L.P. (“FCIP V”), Farallon Capital Offshore Investors II, L.P. (“FCOI II”), Farallon Capital F5 Master I, L.P. (“F5MI”), Farallon Capital (AM) Investors, L.P. (“FCAMI”), Farallon Partners, L.L.C. (“FPLLC”), Farallon Institutional (GP) V, L.L.C. (“FCIP V GP”), Farallon F5 (GP), L.L.C. (“F5MI GP”) and each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Varun N. Gehani, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly (the “Farallon Managing Members”). Consists of shares held by eight limited partnerships for which Farallon Capital Management, L.L.C. is the registered investment adviser, including (i) 124,065 shares held by FCP, (ii) 371,655 shares held by FCIP, (iii) 77,355 shares held by FCIP II, (iv) 46,710 shares held by FCIP III, (v) 51,030 shares held by FCIP V, (vi) 557,685 shares held by FCOI II, (vii) 102,195 shares held by F5MI, (viii) 19,305 shares held by FCAMI, all issuable in connection with the PIPE investment. FPLLC, as the general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI (the “FPLLC Entities”) and the sole member of FCIP V, may be deemed to beneficially own such shares held by each of the FPLLC Entities and FCIP V. F5MI GP, as the general partner of F5MI, may be deemed to beneficially own such shares held by F5MI. FCIP V GP, as the general partner of FCIP V, may be deemed to beneficially own such shares held by FCIP V. Each of the Farallon Managing Members, as a (i) managing member or senior managing member, as the case may be, of FPLLC, or (ii) manager or senior manager, as the case may be, of F5MI GP and FCIP V GP, in each case with the power to exercise investment discretion with respect to the shares that may be deemed to be beneficially owned by FPLLC, F5MI GP or FCIP V GP, may be deemed to beneficially own such shares held by the FPLLC Entities, F5MI or FCIP V. Each of FPLLC, F5MI GP, FCIP V GP and the Farallon Managing Members disclaims beneficial ownership of any such shares. The address of each of the entities and individuals identified in this footnote is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. |
(4) | Information based on the Schedule 13G filed with the SEC on February 10, 2022 by Mountain Crest Capital LLC and Dong Liu. Consists of shares held by Mountain Crest Capital LLC, of which Mr. Dong Liu is the sole Managing Member and has sole voting and dispositive power. The address of Mountain Crest Capital LLC is 311 West 43rd Street, 12th Floor, New York, New York 10036. |
(5) | Consists of 23,771 shares which Mr. Berman has the right to acquire through the exercise of stock options within 60 days from March 25, 2022. |
(6) | Consists of 36,871 shares which Ms. Wynholds has the right to acquire through exercise of stock options within 60 days from March 25, 2022. |
(7) | Consists of 56,118 shares which Mr. Zamirowski has the right to acquire through exercise of stock options within 60 days from March 25, 2022. |
(8) | Consists of (i) 86,328 shares held by Andrew J. Armanino III and Denise M. Armanino Family Trust, over which Mr. Armanino and his spouse, Denise M. Armanino, have shared voting and dispositive power, and (ii) 13,334 shares held by Mr. Armanino. |
(9) | Consists of shares held by Geoffrey M. Parker and Jill G. Parker Rev Trust dtd 1/27/00, over which Mr. and Mrs. Parker have shared voting and dispositive power. |
(10) | Consists of 12,980 shares which Mr. Heinen has the right to acquire through the exercise of stock options within 60 days from March 25, 2022. |
(11) | On October 28, 2021, Dr. Suying Liu resigned from his Managing Member position at Mountain Crest Capital LLC, which owns 1,388,250 shares of our common stock. He disclaims any beneficial ownership except to the extent of his pecuniary interests in these shares. See also note (4) above. |
Selling Securityholder |
Shares Beneficially Owned Before this Offering |
Shares to be Sold in this Offering |
Shares Beneficially Owned after the Offered Shares are Sold |
Percentage of Shares Beneficially Owned after the Offered Shares are Sold |
||||||||||||
Entities affiliated with Monashee Investment Management, LLC (1) |
400,000 | 400,000 | — | — | ||||||||||||
Alyeska Master Fund, L.P. (2) |
500,000 | 500,000 | — | — | ||||||||||||
Blue Water Life Science Master Fund, Ltd. (3) |
100,000 | 100,000 | — | — | ||||||||||||
Entities affiliated with Farallon Capital Management LLC (4) |
2,016,667 | 1,350,000 | 666,667 | 2.8 | % | |||||||||||
Mossrock Capital, LLC (5) |
50,000 | 50,000 | — | — | ||||||||||||
Entities affiliated with Pura Vida Investments, LLC (6) |
300,320 | 300,000 | 320 | * |
Selling Securityholder |
Shares Beneficially Owned Before this Offering |
Shares to be Sold in this Offering |
Shares Beneficially Owned after the Offered Shares are Sold |
Percentage of Shares Beneficially Owned after the Offered Shares are Sold |
||||||||||||
Roystone Capital Partners LP (7) |
286,667 | 200,000 | 86,667 | * | ||||||||||||
Entities associated with RS Investments (8) |
1,200,000 | 1,200,000 | — | — | ||||||||||||
Entities associated with Sectoral Asset Management (9) |
1,291,200 | 800,000 | 491,200 | 2.1 | % | |||||||||||
Cowen Investments II LLC (10) |
70,000 | 70,000 | — | — | ||||||||||||
Mountain Crest Capital LLC (11) |
1,388,250 | 1,388,250 | — | — | ||||||||||||
Nelson Haight (12) |
2,000 | 2,000 | — | — | ||||||||||||
Todd Milbourn (13) |
2,000 | 2,000 | — | — | ||||||||||||
Wenhua Zhang (14) |
2,000 | 2,000 | — | — | ||||||||||||
Chardan Capital Markets, LLC (15) |
262,000 | 262,000 | — | — | ||||||||||||
David P. Perry and affiliates (16) |
10,830,037 | 10,830,037 | — | — | ||||||||||||
Kevin Appelbaum Revocable Trust (17) |
2,406,719 | 2,406,719 | — | — | ||||||||||||
Andrew Armanino (18) |
61,662 | 61,662 | — | — | ||||||||||||
Kristin Wynholds (19) |
103,043 | 90,015 | 13,028 | * | ||||||||||||
Mark Berman (20) |
231,939 | 231,939 | — | — | ||||||||||||
Mark Heinen (20) |
6,667 | 6,667 | — | — | ||||||||||||
Richard Carmona (20) |
153,619 | 153,619 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
21,664,470 | 20,406,908 | 1,257,882 | 5.3 | % |
* |
Less than 1%. |
(1) | Consists of 118,477 shares owned by DS Liquid Div RVA MON LLC (“DS”), 101,692 shares owned by BEMAP Master Fund Ltd. (“BEMAP”), 81,819 shares owned by Monashee Solitario Fund LP (“Solitario”), 65,072 shares owned by Monashee Pure Alpha SVP I LP (“Pure Alpha”), 17,876 shares owned by SFL SPV I LLC (“SFL”), and 15,064 shares owned by Bespoke Alpha MAC MIM LP (“Bespoke”). Each of DS, BEMAP, Solitario, Pure Alpha, SFL and Bespoke is managed by Monashee Investment Management, LLC (“Monashee Management”). Jeff Muller is CCO of Monashee Management and has voting and investment control over Monashee Management and, accordingly, may be deemed to have beneficial ownership of such shares held by DS, BEMAP, Solitario, Pure Alpha, SFL, and Bespoke. Jeff Muller, however, disclaims any beneficial ownership of the shares held by these entities. The business address of DS, BEMAP, Solitario, Pure Alpha, SFL, Bespoke, Monashee Management and Mr. Muller is c/o Monashee Investment Management, LLC, 75 Park Plaza, 2nd Floor, Boston, MA 02116. |
(2) | Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (“Alyeska MF”), has voting and investment control of the shares held by Alyeska MF. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, however, disclaims any beneficial ownership of the shares held by Alyeska MF. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601 |
(3) | Nate Cornell, the Founder and CIO of Blue Water Life Science Master Fund, Ltd. has voting and dispositive power over the shares owned by Blue Water Life Science Master Fund, Ltd. The business address of Blue Water Life Science Master Fund, Ltd. is 80 E. Sir Francis Drake Blvd., Suite 4A Larkspur, CA 94939. |
(4) | Consists of shares held by eight limited partnerships for which Farallon Capital Management, L.L.C. is the registered investment adviser, including (i) 19,305 shares held by FCAMI, (ii) 102,195 shares held by F5MI, (iii) 557,685 shares held by FCOI II, (iv) 124,065 shares held by FCP, (v) 371,655 shares held by Farallon Capital Institutional Partners, L.P. (“FCIP”), (vi) 77,355 shares held by FCIP II, (vii) 46,710 shares |
held by FCIP III, (viii) 51,030 shares held by FCIP V, all issuable in connection with the PIPE Investment and (ix) 666,667 shares held among the Farallon Funds issuable in connection with the SAFEs. FPLLC, as the general partner of the FPLLC Entities, may be deemed to beneficially own such shares held by each of the FPLLC Entities. F5MI GP, as the general partner of F5MI, may be deemed to beneficially own such shares held by F5MI. FCIP V GP, as the general partner of FCIP V, may be deemed to beneficially own such shares held by FCIP V. Each of the Farallon Managing Members, as a (i) managing member or senior managing member, as the case may be, of FPLLC, or (ii) manager or senior manager, as the case may be, of F5MI GP and FCIP V GP, in each case with the power to exercise investment discretion with respect to the shares that may be deemed to be beneficially owned by FPLLC, F5MI GP or FCIP V GP, may be deemed to beneficially own such shares held by the FPLLC Entities, F5MI or FCIP V. Each of FPLLC, F5MI GP, FCIP V GP and the Farallon Managing Members disclaims beneficial ownership of any such shares. The address of each of the entities and individuals identified in this footnote is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. |
(5) | Thomas Malley, the Managing Member of Mossrock Capital, LLC, has voting and dispositive power over the shares owned by Mossrock Capital, LLC. The business address of Mossrock Capital, LLC is 19 Martin Lane, Englewood, CO 80113. |
(6) | Includes 12,000 registrable shares and 50 shares purchased pursuant to open market transactions, all held by Sea Hawk Multi-Strategy Master Fund Ltd, 18,600 registrable shares held by Walleye Manager Opportunities LLC and 28,200 registrable shares and 270 shares purchased pursuant to open market transactions, all held by Walleye Opportunities Master Fund Ltd. (collectively, the “PV Managed Accounts”); 68,700 registrable shares held by Highmark Limited, in respect of its Segregated Account Highmark Long/Short Equity 20 (the “Highmark Managed Account”); and 172,500 registrable shares held by Pura Vida Master Fund Ltd. (the “PV Fund,” together with the PV Managed Accounts and the Highmark Managed Account, the “PV Selling Stockholders” and such above mentioned registrable shares, the “PV Shares”). Pura Vida Investments, LLC (“PVI”) serves as the sub-adviser to the PV Managed Accounts and the investment manager to the Highmark Managed Account and the PV Fund. Efrem Kamen serves as the managing member of PVI. By virtue of these relationships, PVI and Efrem Kamen may be deemed to have shared voting and dispositive power with respect to the PV Shares held by the PV Managed Accounts, the Highmark Managed Account, and the PV Fund. This report shall not be deemed an admission that PVI and/or Efrem Kamen are beneficial owners of the PV Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of PVI and Efrem Kamen disclaims beneficial ownership of the PV Shares reported herein except to the extent of each PVI’s and Efrem Kamen’s pecuniary interest therein. Based on information provided to us by the PV Managed Accounts, each of the PV Managed Accounts may be deemed to be an affiliate of a broker-dealer. Based on such information, the PV Selling Stockholders acquired the PV Shares in the ordinary course of business, and at the time of the acquisition of the PV Shares, the PV Selling Stockholders did not have any agreements or understandings with any person to distribute such PV Shares. Rich Barrera, the Founder of Roystone Capital Partners, LP, has voting and dispositive power over the shares owned by Roystone Capital Partners, LP. The business address of Roystone Capital Partners, LP is 767 Third Avenue, 29th Floor, New York, NY 10017. |
(7) | By delegation from the Fund and its Board of Trustees, Victory Capital Investment Management Inc., the Fund’s investment adviser (“Victory Capital”), has the power to dispose of the securities acting through members of its investment franchise, RS Investments Growth, and to vote the securities in accordance with Victory Capital’s proxy voting policy through its proxy committee, which is composed of eight individuals. Victory Capital’s business address is 15935 La Cantera Parkway San Antonio, TX 78256. |
(8) | Consists of 597,015 shares owned by Norges Bank, 162,313 shares owned by Variopartner SICAV PTG (24153), 65,672 shares owned by Variopartner SICAV PTG (17915), and 466,200 shares owned by other stockholders. Each of the foregoing is an investment advisory client of Sectoral Asset Management Inc. Michael Sjostrom and Jerome Pfund are the beneficial owners and senior executives of Sectoral Asset Management Inc., and have voting and dispositive power over the shares held by their advisory clients. The business address of Sectoral Asset Management Inc. is 1010 Sherbrooke St. West, #1610, Montreal, QC Canada, H3A 2R7. |
(9) | As the sole member of Cowen Investments II LLC, RCG LV Pearl LLC may be deemed to beneficially own the securities owned directly by Cowen Investments II LLC. As the sole member of RCG LV Pearl LLC, Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen Investments II LLC. As Chief Executive Officer of Cowen Inc., Mr. Jeffrey Solomon may be deemed to beneficially own the securities owned directly by Cowen Investments II LLC. The business address for Cowen Investments II LLC is 599 Lexington Avenue, New York, New York 10022. Cowen Investments II LLC is an affiliate of Cowen and Company, LLC, a registered broker-dealer and FINRA member. |
(10) | Dong Liu, the sole Managing Member of Mountain Crest Capital LLC, has sole voting and dispositive power over the shares owned by Mountain Crest Capital LLC. The address of Mountain Crest Capital LLC is 311 West 43rd Street, 12th Floor, New York, New York 10036. |
(11) | The address of Mr. Haight is c/o Mountain Crest Capital LLC, 311 West 43rd Street, 12th Floor, New York, New York 10036. |
(12) | The address of Mr. Milbourn is 7720 Gannon Ave, St. Louis, MO 63130. |
(13) | The address of Mr. Zhang is c/o Mountain Crest Capital LLC, 311 West 43rd Street, 12th Floor, New York, New York 10036. |
(14) | Steven Urbach, the CEO of Chardan Capital Markets, LLC, has voting and dispositive power over the shares owned by Chardan Capital Markets, LLC. The address of Chardan Capital Markets, LLC is 17 State Street, Suite 2130, New York, NY, 10004 |
(15) | Consists of (i) 10,464,015 shares held by the David P. Perry 2015 Trust, over which David P. Perry has sole voting and dispositive power, (ii) 51,536 shares held by Mr. Perry, (iii) 293,150 shares by Mr. Perry’s spouse, Georgianna Maule-Ffinch, (iv) and 21,336 shares held by the Pensus Trust. The address of Mr. Perry is c/o Better Therapeutics, Inc., 548 Market Street, #49404, San Francisco, California, 94104. |
(16) | Consists of shares held by Kevin Appelbaum, or his successor(s), as Trustee of the Kevin Appelbaum Revocable Trust under Revocable Trust Declaration dated May 16, 2020, as amended, over which Mr. Appelbaum has sole voting and dispositive power. The address of Mr. Appelbaum is c/o Better Therapeutics, Inc., 548 Market Street, #49404, San Francisco, California, 94104. |
(17) | Consists of (i) 48,328 shares held by Andrew J. Armanino III and Denise M. Armanino Family Trust, over which Mr. Armanino and his spouse, Denise M. Armanino, have shared voting and dispositive power, and (ii) 13,334 shares held by Mr. Armanino. The address of Mr. Armanino is c/o Better Therapeutics, Inc., 548 |
(18) | Market Street, #49404, San Francisco, California, 94104. |
(19) | Includes 13,028 shares which Ms. Wynholds has the right to acquire through exercise of stock options within 60 days from October 29, 2021. The address of Ms. Wynholds is c/o Better Therapeutics, Inc., 548 Market Street, #49404, San Francisco, California, 94104. |
(20) | The address of the stockholder is c/o Better Therapeutics, Inc., 548 Market Street, #49404, San Francisco, California, 94104. |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the U.S.; |
• | persons that actually or constructively own five percent or more of our voting shares; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market method of accounting with respect to the securities; |
• | persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; and |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia; or |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person. |
• | a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates); |
• | a foreign corporation or |
• | an estate or trust that is not a U.S. holder; |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our common stock. There can be no assurance that our common stock will be treated as regularly traded on an established securities market for this purpose. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter distribution in accordance with the rules of the Nasdaq; |
• | through trading plans entered into by a Selling Stockholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the specific securities to be offered and sold; |
• | the names of the selling stockholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters; and |
• | any applicable commissions, discounts, concessions and other items constituting compensation from the selling stockholders. |
F-2 |
||||
F-3 |
||||
F-4 |
||||
F-5 |
||||
F-6 |
||||
F-7 |
December 31, |
||||||||
2021 |
2020 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Prepaid expenses |
||||||||
Other current assets |
||||||||
Total current assets |
||||||||
Capitalized software development costs, net |
||||||||
Property and equipment, net |
||||||||
Other long-term assets |
||||||||
Total Assets |
$ | $ | ||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT), AS ADJUSTED |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued payroll |
||||||||
Other accrued expenses |
||||||||
Total current liabilities |
||||||||
Long-term debt, net of debt issuance costs |
||||||||
Deferred tax liability |
||||||||
Simple Agreements for Future Equity |
||||||||
Total liabilities |
||||||||
Commitments and contingencies (Note 17) |
||||||||
Stockholders’ equity (deficit) |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ Equity (Deficit) |
( |
) | ||||||
Total Liabilities and Stockholders’ Equity (Deficit) |
$ | $ | ||||||
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Revenue |
$ | — | $ | |||||
Operating expenses: |
||||||||
Research and development |
||||||||
Sales and marketing |
||||||||
General and administrative |
||||||||
Total operating expenses |
||||||||
Loss from operations |
( |
) | ( |
) | ||||
Interest expense, net |
( |
) | ( |
) | ||||
Gain on Loan Forgiveness |
— | |||||||
Change in fair value of SAFEs |
( |
) | ||||||
Loss before provision for (benefit from) income taxes |
( |
) | ( |
) | ||||
Provision for (benefit from) income taxes |
( |
) | ||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Cumulative preferred dividends allocated to Series A Preferred Shareholders |
— | ( |
) | |||||
Net loss attributable to common shareholders, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
Net loss per share attributable to common shareholders, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
Weighted-average shares used in computing net loss per share |
||||||||
Series Seed Convertible Preferred Units |
Series A Convertible Preferred Units |
Series Seed Convertible Preferred Stock |
Series A Convertible Preferred Stock |
Common Units |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Accumulate Stockholder Equity (Deficit) |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019 |
$ | $ | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Retroactive application of the recapitalization due to the business combination: |
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Preferred Stock |
( |
) | $ | ( |
) | ( |
) | $ | ( |
) | — | $ | — | — | $ | — | — | $ | — | $ | $ | $ | — | $ | ||||||||||||||||||||||||||||||||||||
Common Stock |
( |
) | ( |
) | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019, as adjusted |
— | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||
Net Loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
Issuance and conversion of profits interest units to common stock |
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Conversion of profits interest units to restricted stock |
— | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020, as adjusted |
— | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||||
Net Loss | — | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||
Forfeiture of restricted stock |
— | — | — | — | — | — | — | — | — | — | ( |
) | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Issuance of common stock in connection with business combination, net of issuance costs of $ |
— | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||
Exercise of Common Stock |
— | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||||
Share based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021 |
— | $ | — | — | $ | — | — | $ | — | — | $ | — | — | $ | — | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||||||||||||||||||||
Years Ended December 31, |
||||||||
2021 |
2020 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
||||||||
Change in fair value of SAFEs |
( |
) | ||||||
Loss on write-off of property and equipment |
||||||||
Share-based compensation expense |
||||||||
Deferred income taxes |
( |
) | ||||||
Gain on loan forgiveness |
( |
) | — | |||||
Changes in operating assets and liabilities |
||||||||
Prepaid expenses and other assets |
( |
) | ||||||
Accounts payable |
||||||||
Accrued expenses and other liabilities |
||||||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Purchase of property and equipment |
( |
) | ( |
) | ||||
Capitalized internal-use software costs |
( |
) | ( |
) | ||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Proceeds from payroll protection program note |
||||||||
Proceeds from issuance of convertible notes |
||||||||
Proceeds from issuance of SAFE notes |
||||||||
Proceeds from business combination and PIPE Investment |
||||||||
Payment of costs directly attributable to the issuance of common stock in connection with business combination and PIPE investment |
( |
) | ||||||
Proceeds from issuance of long-term debt |
||||||||
Debt issuance costs |
( |
) | ||||||
Proceeds from exercise of stock options |
||||||||
Net cash provided by financing activities |
||||||||
Net change in cash and cash equivalents |
( |
) | ||||||
Cash and cash equivalents, beginning of period |
||||||||
Cash and cash equivalents, end of period |
$ | $ | ||||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid for Interest |
$ | $ | ||||||
Supplemental disclosures of noncash investing and financing activities |
||||||||
Conversion of convertible notes to SAFE notes |
$ | $ | ||||||
1. |
Organization and Description of Business |
2. |
Summary of Significant Accounting Policies |
• | Level 1 — Quoted prices in active markets for identical assets or liabilities. |
• | Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
• | Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. |
Property and Equipment |
Estimated Useful Life | |
Computer, equipment and software |
||
Furniture and fixtures |
• | Identification of the contract, or contracts, with a client. |
• | Identification of the performance obligations in the contract. |
• | Determination of the transaction price. |
• | Allocation of the transaction price to the performance obligations in the contract |
• | Recognition of revenue when, or as, we satisfy a performance obligation. |
3. Business |
Combination |
Recapitalization | ||||
Cash—MCAD cash and cash held in trust |
$ | |||
Cash—Proceeds from PIPE Investment |
||||
Less: underwriting fees and other offering costs |
( |
) | ||
Net proceeds from business combination |
$ | |||
Number of Shares | ||||
MCAD shares and rights outstanding prior to the business combination |
||||
Less: redemptions of MCAD shares prior to the business combination |
( |
) | ||
Common stock of MCAD |
||||
Shares issued pursuant to the PIPE including transaction related shares |
||||
Business combination and PIPE financing shares |
||||
Conversion of Legacy BTX SAFEs to Common Stock |
||||
Conversion of Legacy BTX Preferred Seed A to Common Stock |
||||
Conversion of Legacy BTX Preferred Series A to Common Stock |
||||
Conversion of Legacy BTX Common Stock into new common stock |
||||
Total shares of Better Therapeutics Common Stock outstanding immediately following the business combination |
||||
4. |
Property and Equipment, net |
December 31, |
||||||||
2021 |
2020 |
|||||||
Computer, equipment and software |
$ | $ | ||||||
Furniture and fixtures |
||||||||
Property and equipment |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
Property and equipment, net |
$ | $ | ||||||
5. |
Capitalized Internal Use Software |
December 31, |
||||||||
2021 |
2020 |
|||||||
Gross carrying amount |
$ | $ | ||||||
Accumulated amortization |
( |
) | — | |||||
Capitalized internal-use software, net |
$ | $ | ||||||
6. | Research and Development Payroll Tax Credits |
7. |
Accrued Liabilities |
December 31, |
||||||||
2021 |
2020 |
|||||||
Due to service providers |
$ | $ | — | |||||
Due to professionals |
— | |||||||
Other |
||||||||
Accrued interest |
||||||||
Other accrued liabilities |
$ | $ |
8. |
Debt |
Fiscal year ending December 31, |
Amount |
|||
2022 |
$ | |||
2023 |
||||
2024 |
||||
2025 |
||||
Unamortized debt issuance costs |
( |
) | ||
$ | ||||
9. |
SAFE Agreements |
10. |
Preferred Units |
11. |
Preferred Stock |
12. |
Shareholders’ Deficit |
13. |
Fair Value Measurements |
December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities |
||||||||||||||||
SAFE Agreements |
$ | |
$ | |
$ | $ | ||||||||||
14. |
Net Loss Per Share Attributable to Common Stockholders |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Net Loss |
$ | ( |
) | $ | ( |
) | ||
Less: Cumulative preferred dividends allocated to Series A preferred stockholders |
— | ( |
) | |||||
Net loss attributable to common stockholders, basic and diluted |
( |
) | ( |
) | ||||
Weighted-average shares of common stock outstanding |
||||||||
Less: weighted-average shares of common stock subject to vesting |
( |
) | ( |
) | ||||
Weighted-average shares of common stock outstanding used in the calculation of basic and diluted net loss per share attributable to shareholders |
||||||||
Loss per share attributable to common shareholders, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
For the Year Ended |
||||||||
2021 |
2020 |
|||||||
SAFE agreements |
— | |||||||
Stock Options |
||||||||
15. |
Share-Based Compensation |
Options Outstanding |
||||||||||||||||
Shares Subject to Options Outstanding |
Weighted- Average Exercise Price |
Weighted Average Remaining Contractual Life (Years) |
Aggregate Intrinsic Value |
|||||||||||||
Balance as of December 31, 2020 |
$ | — | ||||||||||||||
Conversion of options due to business combination |
( |
) | ||||||||||||||
Balance as of January 1, 2021, as converted |
$ | |||||||||||||||
Granted |
||||||||||||||||
Exercised |
( |
) | ||||||||||||||
Forfeited |
( |
) | ||||||||||||||
Balance as of December 31, 2021 |
$ | $ | ||||||||||||||
Year Ended December 31, 2021 |
||||
Expected Term (Years) |
||||
Expected Volatility |
% | |||
Risk-free interest rate |
% | |||
Dividend Yield |
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Research and development |
$ | $ | ||||||
Sales and marketing |
— | |||||||
General and administrative |
||||||||
Total equity-based compensation expense |
$ | $ | ||||||
16. |
Income Taxes |
December 31, |
||||||||
2021 |
2020 |
|||||||
Current: |
||||||||
Federal |
$ | $ | ||||||
State |
( |
) | ||||||
Total current |
( |
) | ||||||
Deferred: |
||||||||
Federal |
( |
) | ||||||
State |
||||||||
Total deferred |
( |
) | ||||||
Total provision for income taxes |
$ | ( |
) | $ | ||||
Year Ended December 31, |
||||||||
2021 |
2020 |
|||||||
Expected income tax benefit at the federal statutory rate |
$ | ( |
) | $ | ( |
) | ||
State taxes, net of federal benefit |
( |
) | ( |
) | ||||
Research and development credit, net |
— | ( |
) | |||||
Deferred tax on conversion to a corporation |
— | |||||||
Non-deductible items |
||||||||
Partnership loss |
— | |||||||
Other |
— | |||||||
Change in valuation allowance |
||||||||
Total |
$ | ( |
) | $ | ||||
December 31, |
||||||||
2021 |
2020 |
|||||||
Deferred tax assets: |
||||||||
Federal and state new operating loss carryforwards |
$ | $ | ||||||
Research and development tax credits |
||||||||
Depreciation and amortization |
||||||||
Stock based compensation |
— | |||||||
Accruals and reserves |
||||||||
Gross deferred tax assets |
$ | |||||||
Less Valuation allowance |
( |
) | ( |
) | ||||
Net deferred tax assets |
$ | $ | ||||||
Deferred tax liabilities: |
||||||||
Capitalized internal use software |
( |
) | ( |
) | ||||
Net deferred tax liabilities |
( |
) | ( |
) | ||||
Net deferred tax liability |
$ | — | $ | ( |
) | |||
December 31, 2020 |
||||
Balance as of December 31, 2020 |
$ | |||
Increase related to tax position taken |
— | |||
Balance as of December 31, 2021 |
$ | |||
17. |
Commitments and Contingencies |
18. |
Related Party Transactions |
Amount |
||||
SEC registration fee |
$ | 12,896.80 | ||
Accounting fees and expenses |
50,000.00 | |||
Legal fees and expenses |
100,000.00 | |||
Miscellaneous fees and expenses |
37,103.20 | |||
Total expenses |
$ | 200,000.00 | ||
|
|
* | Previously filed. |
** | Filed herewith. |
*** | To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference to a Current Report on Form 8-K in connection with the offering of securities. |
+ | Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
† | Management contract or compensation plan or arrangement. |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement. |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
BETTER THERAPEUTICS, INC. | ||
By: | /s/ Kevin J. Appelbaum | |
Name: | Kevin J. Appelbaum | |
Title: | Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Kevin J. Appelbaum Kevin J. Appelbaum |
Director, President and Chief Executive Officer (Principal Executive Officer) |
April 1, 2021 | ||
* David P. Perry |
Executive Chairman and Director |
|||
/s/ Mark Heinen Mark Heinen |
Head of Finance and Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
April 1, 2021 | ||
* Richard Carmona |
Director |
April 1, 2021 | ||
* Geoffrey Parker |
Director |
April 1, 2021 | ||
* Andrew Armanino |
Director |
April 1, 2021 | ||
* Risa Lavizzo-Mourey |
Director |
April 1, 2021 | ||
* Suying Liu |
Director |
April 1, 2021 | ||
* Elder Granger |
Director |
April 1, 2021 |
* By: /s/ Kevin J. Appelbaum | ||
Kevin J. Appelbaum | ||
As Attorney-in-Fact |