Delaware |
6770 |
85-4103092 | ||
(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification No.) |
Catherine M. Clarkin Melissa Sawyer Sullivan & Cromwell LLP 125 Broad Street New York, New York 10004 Tel: (212) 558-4000 |
David Broadwin Stacie Aarestad Foley Hoag LLP 155 Seaport Boulevard Boston, Massachusetts 02210 Tel: (617) 832-1000 |
Jocelyn Arel Michael R. Patrone Goodwin Procter LLP 100 Northern Avenue Boston, Massachusetts 02210 Tel: (617) 523-1231 |
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer |
☒ | Smaller reporting company | ||||
Emerging growth company |
| ||||||
Title of Each Class of Securities to be Registered |
Amount to be Registered (2) |
Proposed Maximum Aggregate Offering Price (3) |
Amount of Registration Fee | |||
Class A common stock (1) |
132,395,625 |
$1,306,744,819 |
$142,565.86 | |||
Total |
132,395,625 |
$1,306,744,819 |
$142,565.86 | |||
| ||||||
|
(1) |
Based on the maximum number of shares of Class A common stock, par value $0.0001 per share, of the registrant that may be issued in connection with the business combination described herein, assuming that all vested “in-the-money” |
(2) |
Pursuant to Rule 416(a) of Securities Act of 1933, as amended (the “ Securities Act ”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(3) |
Previously paid. |
(i) |
Each share of Pear’s common stock, par value $0.0001 per share (each, a “ Pear Common Share ”), issued and outstanding as of immediately prior to the Effective Time (excluding shares owned by Pear as treasury stock or dissenting shares) will be cancelled and converted into (x) the right to receive the Per Share Upfront Consideration and (y) the contingent right to receive Earn Out Shares as set forth in a Consideration Schedule (as defined below) (with respect to each Pear Common Share, together, the “Per Share Consideration ” and with respect to all Pear Common Shares and Pear Preferred Shares, in the aggregate, the “Merger Consideration ”). The “Per Share Upfront Consideration ” is equal to such number of THMA Class A Common Shares equal to (i) $1,200,000,000 divided by $10.00 divided by (ii) the total number of Pear Common Shares outstanding immediately prior to the Effective Time, expressed on an as-exercised and as-converted to Pear Common Share basis (including any Pear Common Shares underlying Pear Vested In-the-Money |
(ii) |
Each share of Pear’s preferred stock, par value $0.0001 per share (each, a “ Pear Preferred Share ”), issued and outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive Per Share Consideration in respect of such number of Pear Common Shares as set forth on a Consideration Schedule. |
(iii) |
Each option to purchase Pear Common Shares that is unexercised and outstanding as of immediately prior to the Effective Time and that has a per share exercise price less than the Per Share Upfront Consideration multiplied by $10.00 (each, a “Pear ”) will be cancelled in exchange for an option to purchase a number of THMA Class A Common Shares (the “In-the-Money Rollover Options ”) as set forth on the Consideration Schedule at an exercise price as set forth on such Consideration Schedule. |
(iv) |
Each warrant to purchase Pear Common Shares (each, a “ Pear Warrant ”) will be converted into a warrant to acquire a number of THMA Class A Common Shares in an amount and at an exercise price |
and subject to such terms and conditions, in each case, as set forth on the Consideration Schedule. Subject to certain exceptions, such terms and conditions will be the same terms and conditions as were applicable to the Pear Warrant immediately prior to the Effective Time. |
1. | The Business Combination Proposal. Business Combination Agreement ”), by and among THMA, Oz Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of THMA (“Merger Sub ”), and Pear Therapeutics, Inc., a Delaware corporation (“Pear ”), and (b) approve the transactions contemplated thereby, including the merger of Merger Sub with and into Pear, with Pear surviving the merger as a wholly-owned subsidiary of THMA (the “Merger ” and such proposal, the “Business Combination Proposal ”). A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A. |
2. | The Charter Approval Proposal. Proposed Charter ”) in the form attached hereto as Annex B Charter Approval Proposal ”). |
3. | The Governance Proposals non-binding advisory basis, the material differences between the Proposed Charter and the Amended and Restated Certificate of Incorporation of THMA (the “Current Charter ”) as separate proposals in accordance with United States Securities and Exchange Commission (the “SEC ”) requirements (collectively, the “Governance Proposal ”). |
4. | The Director Election Proposal Post-Combination Company Board ”) until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified (the “Director Election Proposal ”). |
5. | The Nasdaq Proposal. Nasdaq Proposal ”). |
6. | The Incentive Plan Proposal. 2021 Plan ” and such proposal, the “Incentive Plan Proposal ”). |
7. | The Employee Stock Purchase Plan Proposal 2021 ESPP ” and such proposal, the “Employee Stock Purchase Plan Proposal ”). |
8. | The Adjournment Proposal. Adjournment Proposal ”). |
By Order of the Board of Directors |
|
Elon Boms |
Thimble Point Acquisition Corp. Chief Executive Officer and Chairman of the Board of Directors |
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II-1 |
• | No Public Shares are redeemed. |
• | There are no other issuances of equity interests of THMA not described in this proxy statement/prospectus. |
• | All Pear Vested In-the-Money |
• | 10,280,000 THMA Class A Common Shares are issued to the Subscribers in the PIPE Transaction. |
• | 2,300,000 THMA Class A Common Shares are issued to the Anchor Investor in the Forward Purchase. |
• | The current Pear equityholders will own 113,040,552 THMA Class A Common Shares on a fully diluted net exercise basis, representing approximately 71.2% of the total THMA Class A Common Shares outstanding. |
• | None of THMA’s Initial Stockholders, Pear’s equityholders, the Subscribers or the Anchor Investor purchase THMA Class A Common Shares in the open market. |
Q: |
WHAT IS THE BUSINESS COMBINATION? |
A: | THMA, Merger Sub, a wholly-owned subsidiary of THMA, and Pear have entered into the Business Combination Agreement, pursuant to which Merger Sub will merge with and into Pear, with Pear surviving the Merger as a wholly-owned subsidiary of THMA. In connection with the Closing of the Merger, THMA will be renamed “Pear Holdings Corp.” |
Q: |
WHY AM I RECEIVING THIS DOCUMENT? |
A: | THMA is sending this proxy statement/prospectus to its stockholders to help them decide how to vote their THMA Common Shares with respect to the matters to be considered at the Special Meeting. The Business Combination cannot be completed unless THMA’s stockholders approve the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the Employee Stock Purchase Plan Proposal set forth in this proxy statement/prospectus. Information about the Special Meeting, the Business Combination and the other business to be considered by stockholders at the Special Meeting is contained in this proxy statement/prospectus. This document constitutes a proxy statement of THMA and a prospectus of THMA. It is a proxy statement because the THMA Board is soliciting proxies from THMA stockholders using this proxy statement/prospectus. It is a prospectus because THMA, in connection with the Business Combination, is offering THMA Class A Common Shares in exchange for the Pear Shares outstanding at the Effective Time. See “ The Business Combination Agreement—Merger Consideration Other Agreements—The Subscription Agreements Other Agreements—The Amended Forward Purchase Agreement |
Q: |
WHAT WILL PEAR STOCKHOLDERS RECEIVE IN THE BUSINESS COMBINATION? |
A. | In connection with the Business Combination, (i) holders of Pear Common Shares, Pear Preferred Shares and Pear Vested In-the-Money —Earn Out Consideration |
Per Share Upfront Consideration |
Earn Out Shares | |||
Holders of Pear Common Shares |
17,165,000 | 1,882,943 | ||
Holders of Pear Preferred Shares |
95,808,000 | 10,511,682 | ||
Holders of Pear Vested-In-the-Money |
1,230,000 | None | ||
Holders of Pear Warrants |
5,797,000 | None | ||
TOTAL |
120,000,000 | 12,395,625 |
(i) | Each Pear Common Share issued and outstanding as of immediately prior to the Effective Time (excluding shares owned by Pear as treasury stock or dissenting shares) will be cancelled and converted into (x) the right to receive the Per Share Upfront Consideration and (y) the contingent right to receive Earn Out Shares as set forth in a Consideration Schedule. The “Per Share Upfront Consideration” is equal to such number of THMA Class A Common Shares equal to (i) $1,200,000,000 divided by $10.00 divided by (ii) the total number of Pear Common Shares outstanding immediately prior to the Effective Time, expressed on an as-exercised and as-converted to Pear Common Share basis (including any Pear Common Shares underlying Pear Vested In-the-Money |
(ii) | Each Pear Preferred Share issued and outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive Per Share Consideration in respect of such number of Pear Common Shares as set forth on a Consideration Schedule. |
(iii) | Each Pear In-the-Money “in-the-money” as-converted basis. |
(iv) | Each Pear Warrant will be converted into a warrant to acquire a number of THMA Class A Common Shares in an amount and at an exercise price and subject to such terms and conditions, in each case, as set forth on the Consideration Schedule. Subject to certain exceptions, such terms and conditions will be the same terms and conditions as were applicable to the Pear Warrant immediately prior to the Effective Time. |
Q: |
WHEN DO YOU EXPECT THE BUSINESS COMBINATION TO BE COMPLETED? |
A: | It is currently anticipated that the Business Combination will be consummated promptly following the Special Meeting, which is set for , 2021; however, such meeting could be adjourned, as described herein. Neither THMA nor Pear can assure you of when or if the Business Combination will be completed and it is possible that factors outside of the control of both companies could result in the Business Combination being completed at a different time or not at all. THMA must first obtain the approval of its stockholders for the Required Proposals set forth in this proxy statement/prospectus for their approval, Pear must first obtain the written consent of its stockholders for the Merger and THMA and Pear must also first obtain certain necessary regulatory approvals and satisfy other closing conditions. See “ The Business Combination Agreement—Conditions to the Business Combination |
Q: |
HOW WILL THMA BE MANAGED AND GOVERNED FOLLOWING THE BUSINESS COMBINATION? |
A: | THMA does not currently have any management-level employees other than Elon S. Boms, our Chief Executive Officer and Chairman, Steven J. Benson, our Chief Operating Officer, and Joseph Iannotta, our Chief Financial Officer. Following the Closing, the Company’s executive officers are expected to be the current management team of Pear. See “ Management of the Post-Combination Company Following the Business Combination |
Q: |
WILL THMA OBTAIN NEW FINANCING IN CONNECTION WITH THE BUSINESS COMBINATION? |
A: | In connection with the execution of the Business Combination Agreement, THMA entered into the Subscription Agreements with the Subscribers pursuant to which the Subscribers have agreed to purchase, and THMA has agreed to sell to the Subscribers, an aggregate of 10,280,000 THMA Class A Common Shares, for a purchase price of $10.00 per share and an aggregate purchase price of $102,800,000. In connection with the execution of the Business Combination Agreement, THMA entered into the Amendment to Forward Purchase Agreement with the Anchor Investor. Pursuant to the Amended Forward Purchase Agreement, the Anchor Investor has agreed to purchase, and THMA has agreed to sell to the Anchor Investor, such number of THMA Class A Common Shares equal to the sum of (x) 2,300,000 and (y) such additional THMA Class A Common Shares as the Anchor Investor may elect to purchase up to the lesser of (A) the number of Public Shares redeemed by THMA’s Public Stockholders and (B) 2,700,000, for a purchase price of $10.00 per share. |
Q: |
WHAT EQUITY STAKE WILL CURRENT THMA STOCKHOLDERS, THE INITIAL STOCKHOLDERS, THE SUBSCRIBERS AND THE PEAR STOCKHOLDERS HOLD IN THE POST-COMBINATION COMPANY FOLLOWING THE CLOSING? |
A: | As of immediately following the Closing, (i) assuming no Public Shares are redeemed, (ii) assuming there are no other issuances of equity interests of THMA, (iii) without taking into account any THMA warrants that will remain outstanding immediately following the Closing and may be exercised at a later date or the Earn Out Shares and (iv) assuming that all Pear Vested In-the-Money |
• | Current THMA Public Stockholders will own 27,600,000 THMA Class A Common Shares, representing approximately 17.4% of the total THMA Class A Common Shares outstanding; |
• | The Initial Stockholders will own 5,630,400 vested THMA Class A Common Shares (without taking into account an additional 1,269,600 THMA Class A Common Shares subject to vesting requirements pursuant to the Sponsor Agreement), representing approximately 3.5% of the total THMA Class A Common Shares outstanding; |
• | The Subscribers will own 10,280,000 THMA Class A Common Shares, representing approximately 6.5% of the total THMA Class A Common Shares outstanding; |
• | The Anchor Investor will own 2,300,000 THMA Class A Common Shares, representing approximately 1.4% of the total THMA Class A Common Shares outstanding; and |
• | The current Pear equityholders will own 113,040,552 THMA Class A Common Shares on a fully diluted net exercise basis, representing approximately 71.2% of the total THMA Class A Common Shares outstanding. |
• | Current THMA Public Stockholders will own 8,460,982 THMA Class A Common Shares, representing approximately 6.1% of the total THMA Class A Common Shares outstanding; |
• | The Initial Stockholders will own 5,630,400 vested THMA Class A Common Shares (without taking into account an additional 1,269,600 THMA Class A Common Shares subject to vesting requirements pursuant to the Sponsor Agreement), representing approximately 4.0% of the total THMA Class A Common Shares outstanding; |
• | The Subscribers will own 10,280,000 THMA Class A Common Shares, representing approximately 7.4% of the total THMA Class A Common Shares outstanding; |
• | The Anchor Investor will own 2,300,000 THMA Class A Common Shares, representing approximately 1.6% of the total THMA Class A Common Shares outstanding; and |
• | The current Pear equityholders will own 113,040,552 THMA Class A Common Shares on a fully diluted net exercise basis, representing approximately 80.9% of the total THMA Class A Common Shares outstanding. |
Q: |
FOLLOWING THE BUSINESS COMBINATION, WILL THMA’S SECURITIES CONTINUE TO TRADE ON A STOCK EXCHANGE? |
A: | Yes. Upon the Closing, we intend to change our name from “Thimble Point Acquisition Corp.” to “Pear Holdings Corp.” and our THMA Class A Common Shares and Public Warrants are expected to trade under the symbols “PEAR” and “PEAR.W,” respectively, following the Closing. |
Q: |
WHEN AND WHERE IS THE SPECIAL MEETING? |
A: | The Special Meeting will be held at a.m. prevailing Eastern Time, on , 2021, in virtual format. THMA stockholders may attend, vote and examine the list of THMA stockholders entitled to vote at the Special Meeting by visiting and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. The Special Meeting will be held in virtual meeting format only. You will not be able to attend the Special Meeting physically |
Q: |
WHAT AM I BEING ASKED TO VOTE ON AND WHY IS THIS APPROVAL NECESSARY? |
A: | The stockholders of THMA are being asked to vote on the following: |
• | A proposal to adopt the Business Combination Agreement and the transactions contemplated thereby. See the section entitled “ Proposal No. 1—The Business Combination Proposal |
• | A proposal to adopt the Proposed Charter in the form attached hereto as Annex B Proposal No. 2—The Charter Approval Proposal |
• | A proposal with respect to certain governance provisions in the Proposed Charter, which are being separately presented in accordance with SEC requirements and which will be voted upon on a non-binding advisory basis. See the section entitled “Proposal No. 3—The Governance Proposals |
• | A proposal to elect seven directors to serve on the Post-Combination Company Board until the 2022 annual meeting of stockholders, in the case of Class I directors, the 2023 annual meeting of stockholders, in the case of Class II directors, and the 2024 annual meeting of stockholders, in the case of Class III directors, and, in each case, until their respective successors are duly elected and qualified. See the section entitled “ Proposal No. 4—The Director Election Proposal |
• | A proposal to approve, for purposes of complying with applicable Nasdaq listing rules: (i) the issuance of THMA Class A Common Shares to the Pear equityholders pursuant to the Business Combination Agreement; (ii) the issuance of THMA Class A Common Shares pursuant to the Subscription Agreements; (iii) the issuance of THMA Class A Common Shares pursuant to the Amended Forward Purchase Agreement; and (iv) the issuance of THMA Class A Common Shares pursuant to the conversion of THMA Class B Common Shares. See the section entitled “ Proposal No. 5—The Nasdaq Proposal |
• | A proposal to approve and adopt the 2021 Plan. See the section entitled “ Proposal No. 6—The Incentive Plan Proposal |
• | A proposal to approve and adopt the 2021 ESPP. See the section entitled “ Proposal No. 7—The Employee Stock Purchase Plan Proposal |
• | A proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Business Combination Proposal, the Charter Approval Proposal, the Director Election Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal. See the section entitled “ Proposal No. 8—The Adjournment Proposal |
Q: |
WHO IS PEAR? |
A: | Pear is a commercial-stage healthcare company pioneering a new class of software-based medicines, sometimes referred to as Prescription Digital Therapeutics (“ PDTs ”), which use software to treat diseases directly. Pear’s vision is to advance healthcare through the widespread use of PDTs, and to be the one-stop shop for PDTs offered both by Pear and by other organizations that may choose to host their products on our commercial platform. See “Information About Pear |
Q: |
WHY IS THMA PROPOSING THE BUSINESS COMBINATION? |
A: | THMA was organized to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses. On February 4, 2021, THMA completed its Initial Public Offering and, thereafter, THMA’s activity has been limited to the search for a target for its initial business combination. |
Q: |
DID THE THMA BOARD OBTAIN A THIRD-PARTY VALUATION OR FAIRNESS OPINION IN DETERMINING WHETHER OR NOT TO PROCEED WITH THE BUSINESS COMBINATION? |
A: | The THMA Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Merger with Pear. The directors, Advisors and officers of THMA have |
substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and backgrounds, together with the experience and sector expertise of THMA’s financial advisors and consultants, enabled them to make the necessary analyses and determinations regarding the Merger with Pear. In addition, THMA’s directors, Advisors and officers, together with THMA’s financial advisors and consultants, have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the THMA Board in valuing Pear’s business. |
Q: |
WHY IS THMA PROVIDING STOCKHOLDERS WITH THE OPPORTUNITY TO VOTE ON THE BUSINESS COMBINATION? |
A: | We are seeking approval of the Business Combination for purposes of complying with applicable Nasdaq listing rules requiring stockholder approval of issuances of more than 20% of a listed company’s issued and outstanding common stock. In addition, pursuant to the Current Charter, we must provide all Public Stockholders with the opportunity to redeem all or a portion of their Public Shares upon the consummation of an initial business combination (as defined in our Current Charter) either in conjunction with a tender offer or in conjunction with a stockholder vote to approve such initial business combination. If we submit the proposed initial business combination to the stockholders for their approval, our Current Charter requires us to conduct a redemption offer in conjunction with the proxy solicitation (and not in conjunction with a tender offer) pursuant to the applicable SEC proxy solicitation rules. |
Q: |
DO PEAR’S STOCKHOLDERS NEED TO APPROVE THE BUSINESS COMBINATION? |
A: | Yes. Immediately following the execution of the Business Combination Agreement, certain equityholders of Pear representing the requisite votes necessary to approve the Merger (such stockholders, the “ Supporting Pear Equityholders ”) entered into company stockholder support agreements (the “Pear Stockholder Support Agreements ”) with THMA and Pear, pursuant to which each Supporting Pear Equityholder agreed to, among other things, (a) vote all of its Pear Common Shares and Pear Preferred Shares (or any securities convertible into or exercisable or exchangeable for Pear Common Shares and Pear Preferred Shares) in favor of the approval and adoption of the Business Combination Agreement, the Ancillary Agreements to which Pear is or will be a party and the transactions contemplated thereby (including the Merger) and (b) be bound by certain other covenants and agreements related to the Merger. Also, immediately following the execution of the Business Combination Agreement, certain of the Supporting Pear Equityholders entered into stockholder lock-up agreements (the “Lock-Up AgreementsOther Agreements—Pear Stockholder Support Agreements —Pear Lock-Up Agreements |
Q: |
DO I HAVE REDEMPTION RIGHTS? |
A: | If you are a holder of Public Shares, you have the right to demand that THMA redeem such shares for a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the Initial Public Offering, as of two business days prior to the consummation of the Merger (including interest earned on the funds held in the Trust Account and not previously released to THMA to pay taxes) upon the Closing (“ redemption rights ”). |
Q: |
WILL HOW I VOTE AFFECT MY ABILITY TO EXERCISE REDEMPTION RIGHTS? |
A: | No. You may exercise your redemption rights whether you vote your Public Shares for or against, or whether you abstain from voting on, the Business Combination Proposal or any other Proposal described in this proxy statement/prospectus. As a result, the Business Combination Proposal can be approved by stockholders who will redeem their Public Shares and no longer remain stockholders and the Merger may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are substantially reduced as a result of redemptions by Public Stockholders. |
Q: |
HOW DO I EXERCISE MY REDEMPTION RIGHTS? |
A: | If you are a Public Stockholder and wish to exercise your redemption rights, you must demand that THMA redeem your Public Shares for cash no later than the second business day preceding the vote on the Business Combination Proposal by delivering your Public Shares to Continental, THMA’s transfer agent, physically or electronically using The Depository Trust Company’s DWAC (Deposit and Withdrawal at Custodian) system. See “ THMA’s Special Meeting of Stockholders—Redemption Rights |
Q: |
DO I HAVE APPRAISAL RIGHTS IF I OBJECT TO THE PROPOSED BUSINESS COMBINATION? |
A: | No. Neither THMA stockholders nor its Unit or Public Warrant holders have appraisal rights in connection with the Business Combination under the DGCL. See the section entitled “ THMA’s Special Meeting of Stockholders— Appraisal Rights. |
Q: |
WHAT HAPPENS TO THE FUNDS DEPOSITED IN THE TRUST ACCOUNT AFTER CONSUMMATION OF THE BUSINESS COMBINATION? |
A: | A total of $276,000,000 in net proceeds of the Initial Public Offering and the amount raised from the private sale of warrants simultaneously with the consummation of the Initial Public Offering was placed in the Trust Account following the Initial Public Offering. After the consummation of the Merger, the funds in the Trust Account will be used to pay holders of the Public Shares who exercise redemption rights, to pay fees and expenses incurred in connection with the Merger (including aggregate fees of $9,660,000 as deferred underwriting commissions) and for the Post-Combination Company’s working capital and general corporate purposes. |
Q: |
WHAT HAPPENS IF THE MERGER IS NOT CONSUMMATED? |
A: | If the Business Combination is not consummated, Pear will not become a wholly owned subsidiary of THMA and Pear equityholders will not receive any consideration for their shares of Pear capital stock or options. See “ The Business Combination Agreement—Termination Risk Factors |
Q: |
HOW DOES THE SPONSOR INTEND TO VOTE ON THE PROPOSALS? |
A: | The Initial Stockholders, including the Sponsor, are entitled to vote an aggregate of 20% of the outstanding THMA Common Shares and have agreed to vote any THMA Common Shares held by them as of the THMA Record Date in favor of each of the proposals presented at the Special Meeting. |
Q: |
WHAT CONSTITUTES A QUORUM AT THE SPECIAL MEETING? |
A: | A majority of the voting power of the issued and outstanding common stock of THMA entitled to vote at the Special Meeting must be present, in person (which would include presence at a virtual meeting) or |
represented by proxy, at the Special Meeting to constitute a quorum and in order to conduct business at the Special Meeting. Abstentions and broker non-votes will be counted as present for the purpose of determining a quorum. The holders of the Founder Shares, who currently own 20% of the issued and outstanding THMA Common Shares, will count towards this quorum. In the absence of a quorum, the chairman of the Special Meeting has power to adjourn the Special Meeting. As of the THMA Record Date for the Special Meeting, THMA Common Shares would be required to achieve a quorum. |
Q: |
WHAT VOTE IS REQUIRED TO APPROVE EACH PROPOSAL AT THE SPECIAL MEETING? |
A: | The Business Combination Proposal: non-vote with regard to the Business Combination Proposal, will have no effect on the Business Combination Proposal. THMA stockholders must approve the Business Combination Proposal in order for the Merger to occur. |
Q: |
DO ANY OF THMA’S DIRECTORS OR OFFICERS HAVE INTERESTS IN THE BUSINESS COMBINATION THAT MAY DIFFER FROM OR BE IN ADDITION TO THE INTERESTS OF THMA STOCKHOLDERS? |
A: | Certain of THMA’s executive officers and certain non-employee directors may have interests in the Merger that may be different from, or in addition to, the interests of THMA stockholders generally. |
• | If the Business Combination with Pear or another business combination is not consummated within the Combination Window, THMA will cease all operations except for the purpose of winding up, |
redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the THMA Board, dissolving and liquidating. In such event, the 6,900,000 Founder Shares held by THMA’s Initial Stockholders, including 180,000 Founder Shares held by THMA’s independent directors and 180,000 Founder Shares held by THMA’s Advisors, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Initial Public Offering, would be worthless because THMA’s Initial Stockholders are not entitled to participate in any redemption or distribution with respect to such shares. The Founder Shares held by the Sponsor had an aggregate market value of $64,746,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s independent directors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s Advisors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. |
• | The Sponsor purchased an aggregate of 5,013,333 Private Placement Warrants from THMA for an aggregate purchase price of $7,520,000 (or $1.50 per warrant). These purchases took place in a private placement simultaneously with the consummation of the Initial Public Offering. A portion of the proceeds THMA received from these purchases were placed in the Trust Account. The Private Placement Warrants had an aggregate market value of $4,562,133 based upon the closing price of $0.91 per public warrant on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The Private Placement Warrants would become worthless if THMA does not consummate a business combination within the Combination Window. |
• | Following the Closing, THMA will continue to indemnify THMA’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy. |
• | No compensation of any kind, including finder’s and consulting fees, is paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, except for reimbursement for out-of-pocket out-of-pocket |
• | Our Chief Executive Officer and director, Elon Boms, is a Managing Director of the Pritzker Vlock Family Office and a manager of the Anchor Investor. Our Chief Operating Officer and director, Steven Benson is a Venture Partner with the Pritzker Vlock Family Office. Our Chief Financial Officer, Joseph Iannotta is the Controller of the Pritzker Vlock Family Office. Messrs Boms, Benson and Iannotta have led and assisted in, respectively, the evaluation of our business combination targets, including Pear, and the negotiation of our Business Combination with Pear. |
• | The Anchor Investor, an affiliate of the Pritzker Vlock Family Office, has entered into the Amended Forward Purchase Agreement with us, pursuant to which the Anchor Investor has agreed to purchase 2,300,000 THMA Class A Common Shares for a purchase price of $10.00 per share and at an aggregate purchase price of $23,000,000 (which amount may be increased under certain circumstances as described under “ Other Agreements—Sponsor Agreement |
• | An entity affiliated with the Pritzker Vlock Family Office holds an indirect economic interest in the Sponsor and the Anchor Investor. |
• | The Sponsor and THMA’s directors, Advisors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares held by them if THMA fails to complete the Business Combination during the Combination Window (as defined |
below). See “ Information about THMA—Redemption of Public Shares and Liquidation if no Business Combination |
• | If the Trust Account is liquidated, including in the event THMA is unable to complete the Business Combination by February 4, 2023, our Sponsor has agreed to indemnify THMA to ensure that the proceeds in the Trust Account are not reduced below $10.00 per public share. Our Sponsor and THMA’s directors and officers will be relieved of this obligation upon the completion of the Business Combination and therefore may be incentivized to complete the Business Combination with Pear rather than liquidate even if (i) Pear is a less favorable target company as compared to other potential target companies or (ii) the terms of the Business Combination are less favorable to stockholders than the liquidation of the Trust Account. See “ Risk Factors—THMA directors and officers may have interests in the Business Combination different from the interests of THMA stockholders. |
Q: |
WHAT DO I NEED TO DO NOW? |
A: | THMA urges you to read carefully and consider the information contained in this proxy statement/prospectus, including the Annexes attached hereto and the other documents referred to herein, and to consider how the Merger will affect you as a stockholder and/or warrant holder of THMA. Stockholders should consult, and rely solely upon, their respective tax and/or financial advisor for assistance on how the Merger may affect their individual situation. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card. |
Q: |
WHAT HAPPENS IF I SELL MY THMA CLASS A COMMON SHARES BEFORE THE SPECIAL MEETING? |
A: | The THMA Record Date for the Special Meeting is earlier than the date that the Business Combination is expected to be completed. If you transfer your THMA Class A Common Shares after the THMA Record Date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the Special Meeting. However, you will not be able to seek redemption of your THMA Class A Common Shares because you will no longer be able to tender them prior to the Special Meeting in accordance with the provisions described herein. If you transferred your THMA Class A Common Shares prior to the THMA Record Date, you have no right to vote those shares at the Special Meeting or redeem those shares for a pro rata portion of the proceeds held in the Trust Account. |
Q: |
HOW DO I VOTE? |
A: | If you are a holder of record of THMA Common Shares on the THMA Record Date, you may vote in person (which would include presence at a virtual meeting) at the Special Meeting or by submitting a proxy for the Special Meeting. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or nominee, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the broker, bank or nominee with instructions on how to vote your shares or, if you wish to attend the meeting and vote in person (which would include presence at a virtual meeting), obtain a proxy from your broker, bank or nominee. |
Q: |
IF MY SHARES ARE HELD IN “STREET NAME” BY A BROKER, BANK OR OTHER NOMINEE, WILL MY BROKER, BANK OR OTHER NOMINEE VOTE MY SHARES FOR ME? |
A: | If your shares are held in “street name” in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in “street name” by returning a proxy card directly to THMA or by voting in person (which would include presence at a virtual meeting) at the Special Meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or other nominee. |
Q: |
WHAT IF I ATTEND THE SPECIAL MEETING AND ABSTAIN OR DO NOT VOTE? |
A: | For purposes of the Special Meeting, an abstention occurs when a stockholder attends the meeting in person (which would include presence at a virtual meeting) and does not vote or returns a proxy with an “abstain” vote. |
Q: |
WHAT WILL HAPPEN IF I RETURN MY PROXY CARD WITHOUT INDICATING HOW TO VOTE? |
A: | If you sign and return your proxy card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted “ FOR |
Q: |
MAY I CHANGE MY VOTE AFTER I HAVE MAILED MY SIGNED PROXY CARD? |
A: | Yes. You may change your vote at any time before your proxy is exercised by doing any one of the following: |
• | send another proxy card with a later date; |
• | notify THMA’s secretary in writing before the Special Meeting that you have revoked your proxy; or |
• | attend the Special Meeting and vote electronically by visiting and entering the control number found on your proxy card, instruction form or notice you previously received. |
Q: |
WHAT HAPPENS IF I FAIL TO TAKE ANY ACTION WITH RESPECT TO THE SPECIAL MEETING? |
A: | If you fail to take any action with respect to the Special Meeting and the Merger is approved by stockholders and consummated, you will become a stockholder of the Post-Combination Company. Failure to take any action with respect to the Special Meeting will not affect your ability to exercise your redemption rights. If you fail to take any action with respect to the Special Meeting and the Merger is not approved, you will continue to be a stockholder and/or warrant holder of THMA while THMA searches for another target business with which to complete a business combination. |
Q: |
WHAT SHOULD I DO IF I RECEIVE MORE THAN ONE SET OF VOTING MATERIALS? |
A: | Stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your THMA shares. |
Q: |
WHO CAN HELP ANSWER MY QUESTIONS? |
A: | If you have questions about the Merger or if you need additional copies of the proxy statement/prospectus or the enclosed proxy card you should contact: |
Per Share Upfront Consideration |
Earn Out Shares | |||
Holders of Pear Common Shares |
17,165,000 | 1,882,943 | ||
Holders of Pear Preferred Shares |
95,808,000 | 10,511,682 | ||
Holders of Pear Vested-In-the-Money |
1,230,000 | None | ||
Holders of Pear Warrants |
5,797,000 | None | ||
TOTAL |
120,000,000 | 12,395,625 |
(i) | Each Pear Common Share issued and outstanding as of immediately prior to the Effective Time (excluding shares owned by Pear as treasury stock or dissenting shares) will be cancelled and converted into (x) the right to receive the Per Share Upfront Consideration and (y) the contingent right to receive |
Earn Out Shares as set forth in a Consideration Schedule (as defined below). The “Per Share Upfront Consideration” is equal to such number of THMA Class A Common Shares equal to (i) $1,200,000,000 divided by $10.00 divided by (ii) the total number of Pear Common Shares outstanding immediately prior to the Effective Time, expressed on an as-exercised and as-converted to Pear Common Share basis (including any Pear Common Shares underlying Pear Vested In-the-Money |
(ii) | Each Pear Preferred Share issued and outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive Per Share Consideration in respect of such number of Pear Common Shares as set forth on a Consideration Schedule. |
(iii) | Each Pear In-the-Money “in-the-money” as-converted basis. |
(iv) | Each Pear Warrant will be converted into a warrant to acquire a number of THMA Class A Common Shares in an amount and at an exercise price and subject to such terms and conditions, in each case, as set forth on the Consideration Schedule. Subject to certain exceptions, such terms and conditions will be the same terms and conditions as were applicable to the Pear Warrant immediately prior to the Effective Time. |
• | Current THMA Public Stockholders will own 27,600,000 THMA Class A Common Shares, representing approximately 17.4% of the total THMA Class A Common Shares outstanding; |
• | The Initial Stockholders will own 5,630,400 vested THMA Class A Common Shares (without taking into account an additional 1,269,600 THMA Class A Common Shares subject to vesting requirements pursuant to the Sponsor Agreement), representing approximately 3.5% of the total THMA Class A Common Shares outstanding; |
• | The Subscribers will own 10,280,000 THMA Class A Common Shares, representing approximately 6.5% of the total THMA Class A Common Shares outstanding; |
• | The Anchor Investor will own 2,300,000 THMA Class A Common Shares, representing approximately 1.4% of the total THMA Class A Common Shares outstanding; and |
• | The current Pear equityholders will own 113,040,552 THMA Class A Common Shares on a fully diluted net exercise basis, representing approximately 71.2% of the total THMA Class A Common Shares outstanding. |
• | Current THMA Public Stockholders will own 8,460,982 THMA Class A Common Shares, representing approximately 6.1% of the total THMA Class A Common Shares outstanding; |
• | The Initial Stockholders will own 5,630,400 vested THMA Class A Common Shares (without taking into account an additional 1,269,600 THMA Class A Common Shares subject to vesting requirements pursuant to the Sponsor Agreement), representing approximately 4.0% of the total THMA Class A Common Shares outstanding; |
• | The Subscribers will own 10,280,000 THMA Class A Common Shares, representing approximately 7.4% of the total THMA Class A Common Shares outstanding; |
• | The Anchor Investor will own 2,300,000 THMA Class A Common Shares, representing approximately 1.6% of the total THMA Class A Common Shares outstanding; and |
• | The current Pear equityholders will own 113,040,552 THMA Class A Common Shares on a fully diluted net exercise basis, representing approximately 80.9% of the total THMA Class A Common Shares outstanding. |
• | If the Business Combination with Pear or another business combination is not consummated within the Combination Window, THMA will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the THMA Board, dissolving and liquidating. In such event, the 6,900,000 Founder Shares held by THMA’s Initial Stockholders, including 180,000 Founder Shares held by THMA’s independent directors and 180,000 Founder Shares held by THMA’s Advisors, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Initial Public Offering, would be worthless because THMA’s Initial Stockholders are not entitled to participate in any redemption or distribution with respect to such shares. The Founder Shares held by the Sponsor had an aggregate market value of $64,746,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s independent directors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s Advisors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. |
• | The Sponsor purchased an aggregate of 5,013,333 Private Placement Warrants from THMA for an aggregate purchase price of $7,520,000 (or $1.50 per warrant). These purchases took place in a private placement simultaneously with the consummation of the Initial Public Offering. A portion of the proceeds THMA received from these purchases were placed in the Trust Account. The Private Placement Warrants had an aggregate market value of $4,562,133 based upon the closing price of $0.91 per public warrant on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The Private Placement Warrants would become worthless if THMA does not consummate a business combination within the Combination Window. |
• | Following the Closing, THMA will continue to indemnify THMA’s existing directors and officers and will maintain a directors’ and officers’ liability insurance policy. |
• | No compensation of any kind, including finder’s and consulting fees, is paid to our Sponsor, officers and directors or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, except for reimbursement for out-of-pocket out-of-pocket |
• | Our Chief Executive Officer and director, Elon Boms, is a Managing Director of the Pritzker Vlock Family Office and a manager of the Anchor Investor. Our Chief Operating Officer and director, Steven Benson is a Venture Partner with the Pritzker Vlock Family Office. Our Chief Financial Officer, Joseph Iannotta is the Controller of the Pritzker Vlock Family Office. Messrs Boms, Benson and Iannotta have led and assisted in, respectively, the evaluation of our business combination targets, including Pear, and the negotiation of our Business Combination with Pear. |
• | The Anchor Investor, an affiliate of the Pritzker Vlock Family Office, has entered into the Amended Forward Purchase Agreement with us, pursuant to which the Anchor Investor has agreed to purchase 2,300,000 THMA Class A Common Shares for a purchase price of $10.00 per share and at an aggregate purchase price of $23,000,000 (which amount may be increased under certain circumstances as described under “ Other Agreements—Sponsor Agreement |
• | An entity affiliated with the Pritzker Vlock Family Office holds an indirect economic interest in the Sponsor and the Anchor Investor. |
• | The Sponsor and THMA’s directors, Advisors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares held by them if THMA fails to complete the Business Combination during the Combination Window (as defined below). See “ Information about THMA—Redemption of Public Shares and Liquidation if no Business Combination |
• | the applicable waiting period (and any extensions thereof) under the HSR Act relating to the transactions contemplated by the Business Combination Agreement will have expired or been terminated; |
• | no governmental order or law issued by any court or other governmental entity restraining, prohibiting or making illegal the consummation of the transactions contemplated by the Business Combination Agreement will be pending or in effect; |
• | the registration statement of which this proxy statement/prospectus forms a part will have become effective under the Securities Act, no stop order suspending the effectiveness of the registration statement will have been issued by the SEC and remain in effect and no proceedings seeking such a stop order will have been threatened or initiated by the SEC and remain pending; |
• | after giving effect to the transactions contemplated by the Business Combination Agreement, THMA will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time; |
• | the requisite approval by THMA stockholders of the Required Proposals will have been obtained; and |
• | the requisite approval of Pear stockholders of the Business Combination will have been obtained. |
• | each of the representations and warranties of Pear related to organization, good standing and qualification, corporate authority, approval and fairness, absence of certain changes since December 31, 2020 and brokers and finders must be true and correct in all material respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date); |
• | the representations and warranties of Pear related to Pear’s capital structure must be true and correct, except for de minimis inaccuracies, as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date); |
• | all other representations and warranties of Pear must be true and correct (without giving effect to any limitation as to “materiality” or “Pear Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Pear Material Adverse Effect; |
• | Pear will have performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing; |
• | since the date of the Business Combination Agreement, no Pear Material Adverse Effect has occurred; and |
• | Pear must have delivered a certificate duly executed by an authorized officer of Pear, dated as of the Closing Date, to the effect that the first five conditions in this list are satisfied, in a form and substance reasonably satisfactory to THMA, and copies of the Registration Rights Agreement duly executed by Pear’s stockholders. |
• | THMA must have cash at the Closing (including cash contained in the Trust Account, plus other cash and cash equivalents of THMA, plus the cash proceeds delivered to THMA in connection with the consummation of the PIPE Transaction and the Forward Purchase, less the aggregate amount of cash proceeds that will be required to satisfy the redemption of any Public Shares, less the repayment of the $1.0 million THMA’s Promissory note - related party and any unpaid expenses of THMA in connection with the transactions contemplated by the Business Combination Agreement) of no less than $200 million; |
• | each of the representations and warranties of THMA and Merger Sub related to organization, good standing and qualification, corporate authority and approval and brokers and finders must be true and correct in all material respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date); |
• | the representations and warranties of THMA and Merger Sub related to THMA’s capital structure must be true and correct, except for de minimis de minimis |
• | all other representations and warranties of THMA and Merger Sub must be true and correct (without giving effect to any limitation as to “materiality” or “THMA Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a THMA Material Adverse Effect; |
• | THMA and Merger Sub will have performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing; |
• | the THMA Class A Common Shares to be issued in connection with the Business Combination must have been approved for listing on the Nasdaq; |
• | the Proposed Charter and the Proposed Bylaws will have been duly adopted by THMA’s stockholders; |
• | the Post-Combination Company Board will consist of seven directors and be comprised of certain individuals determined in accordance with the Business Combination Agreement; and |
• | THMA must have delivered a certificate duly executed by an authorized officer of THMA, dated as of the Closing Date, to the effect that the second, third, fourth and fifth conditions in this list are satisfied, in a form and substance reasonably satisfactory to Pear and copies of the Registration Rights Agreement duly executed by THMA and the Sponsor. |
• | by written consent of THMA and Pear; |
• | by either Pear or THMA, if the Merger is not consummated by December 21, 2021 or, in the event that the registration statement of which this proxy statement/prospectus forms a part has not become effective by November 11, 2021 and all other conditions to the consummation of the Merger have been satisfied (other than (x) the Effective Registration Statement Condition, the THMA Stockholder Approval Condition, the Nasdaq Listing Condition, the Post-Combination Charter and Bylaws Condition and the Post-Combination Company Board Condition and (y) those conditions that by their nature are to be satisfied at the Closing), March 21, 2022; provided that the right to terminate the |
Business Combination Agreement as described in this bullet point will not be available to THMA or Pear if THMA’s or Pear’s, as applicable, breach of any of its covenants or obligations under the Business Combination Agreement has proximately caused the failure of a condition to the consummation of the Merger; |
• | by either Pear or THMA, if any governmental entity has issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Business Combination Agreement and such order or other action has become final and nonappealable; provided, that the right to terminate the Business Combination Agreement as described in this paragraph will not be available to any party that has materially breached its obligations under the Business Combination Agreement in any manner that proximately contributed to such order becoming final and non-appealable; or |
• | by either Pear or THMA, if a special meeting of THMA’s stockholders has been held (including any adjournment or postponement thereof) and has concluded, and THMA’s stockholders have duly voted on the Required Proposals and did not approve all of the Required Proposals. |
• | any of the representations or warranties of Pear are not true and correct or if Pear has failed to perform any covenant or agreement set forth in the Business Combination Agreement such that the conditions described in the first four bullet points under the heading “ —Conditions to the Business Combination—Conditions to the Obligations of THMA and Merger —Conditions to the Business Combination—Conditions to the Obligations of Pear |
• | Pear does not deliver a written consent approving and adopting the Business Combination Agreement and the transactions contemplated thereby that is duly executed by Pear’s stockholders holding at least |
the requisite number of issued and outstanding Pear Common Shares and Pear Preferred Shares required to approve and adopt such matters in accordance with the DGCL and Pear’s organizational documents. |
• | The failure of Pear’s prescription digital therapeutics to achieve and maintain market acceptance and adoption by patients and physicians would cause Pear’s business, financial condition and results of operation to be materially and adversely affected. |
• | The insurance coverage and reimbursement status of novel products, such as prescription digital therapeutics, is uncertain. Failure to obtain or maintain adequate coverage and reimbursement for Pear’s products would substantially impair Pear’s ability to generate revenue. |
• | The market for prescription digital therapeutics is new, rapidly evolving, and increasingly competitive, as the healthcare industry in the United States is undergoing significant structural change, which makes it difficult to forecast demand for Pear’s products. As a result, all projections included herein are subject to change. |
• | Pear’s future depends on the continued contributions of its senior management team and its ability to attract and retain other highly qualified personnel; in particular, Corey McCann, its President and Chief Executive Officer, and Christopher Guiffre, its Chief Financial Officer and Chief Operating Officer, are critical to its future vision and strategic direction. |
• | Pear’s products are made available via the Apple Store and the Google Play Store and supported by third-party infrastructure. If Pear’s ability to access those markets or access necessary third-party infrastructure was stopped or otherwise restricted or limited, it would materially and adversely affect Pear’s business. |
• | Pear faces competition and new products may emerge that provide different or better alternatives for treatment of the conditions that Pear’s products are authorized to treat. Many of its current and future competitors have or will have significantly more resources. |
• | Pear has a history of significant losses, anticipates increasing expenses in the future, and may not be able to achieve or maintain profitability. |
• | Due to the resources required for the development of Pear’s pipeline, and depending on its ability to access capital, Pear will have to prioritize the development of certain product candidates over others. Pear may fail to expend its limited resources on product candidates that may have been more profitable or for which there is a greater likelihood of success, which would cause Pear’s business, financial condition and results of operations to be materially and adversely affected. |
• | Pear will need substantial additional funding, and if it is unable to raise capital when needed or on terms favorable to Pear, Pear’s business, financial condition and results of operation could be materially and adversely affected. |
• | Limitations on Pear’s ability to maintain or obtain patent protection and/or the patent rights relating to Pear’s products and product candidates may limit Pear’s ability to prevent third parties from competing against Pear. |
• | Pear is party to and 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 or any future revenues. |
• | Pear in-licenses patents and content from third parties to develop its products and product candidates. If Pear had a dispute with a third-party licensor, it could materially and adversely affect Pear’s ability to commercialize the product or product candidate affected by the dispute. |
• | If Pear is not able to develop and release new products, or successful enhancements, new features and modifications to Pear’s existing products, Pear’s business, financial condition and results of operations could be materially and adversely affected. |
• | Clinical trials of any of Pear’s products or product candidates may fail to produce results necessary to support regulatory clearance or authorization. |
• | Interim, “topline” and preliminary data from clinical trials of Pear’s products or product candidates may change as more patient data becomes available and are subject to confirmation, audit, and verification procedures that could result in material changes in the final data. |
• | Pear operates in a highly regulated industry and is subject to a wide range of federal, state and local laws, rules and regulations, including U.S. Food and Drug Administration (“ FDA ”) regulatory requirements and laws pertaining to fraud and abuse in healthcare, that affect nearly all aspects of our operations. Failure to comply with these laws, rules and regulations, or to obtain and maintain required licenses, could subject Pear to enforcement actions, including substantial civil and criminal penalties, and might require Pear to recall or withdraw a product from the market or cease operations. Any of the foregoing could materially and adversely affect its business, financial condition and results of operations. |
• | Pear is subject to data privacy and security laws and regulations governing Pear’s collection, use, disclosure, or storage of personally identifiable information, including protected health information and |
payment card data, which may impose restrictions on Pear and Pear’s operations. Any actual or perceived noncompliance with such laws and regulations may result in penalties, regulatory action, loss of business or unfavorable publicity. |
• | Security breaches, ransomware attacks and other disruptions to Pear’s information technology structure could compromise Pear’s information, disrupt its business and expose Pear to significant liability, which would cause Pear’s business and reputation to suffer and it may be unable to maintain and scale the technology underlying its offerings. |
• | Pear’s commercialization efforts to date have focused almost exclusively on the U.S. Pear’s ability to enter other foreign markets will depend, among other things, on its ability to navigate various regulatory regimes with which it does not have experience, which could delay or prevent the growth of Pear’s operations outside of the U.S. |
• | The regulatory framework for digital health products is constantly evolving. Increasingly stringent regulatory requirements could create barriers to Pear’s development and introduction of new products. Conversely, in the event that regulatory requirements are lowered, competitors could potentially enter the prescription digital therapeutic market and compete against the Company more easily. Either of the foregoing could materially harm the Company’s business. |
• | Pear’s products may face competition from digital health products that are marketed without regulatory clearance, authorization, or approval. Regulators have broad discretion in determining whether to enforce regulatory requirements, and may decide not to remove uncleared or unapproved products that compete with Pear’s products, which could materially and adversely impact Pear’s business. |
• | Premarket clearances, authorizations, and approvals for new or significantly modified devices could be denied or significantly delayed. |
• | If Pear fails to maintain an effective system of internal control over financial reporting, it may not be able to accurately report our financial results or prevent fraud. As a result, investors may lose confidence in the accuracy of its financial reports, which would harm our business and the trading price of our common stock. Pear’s management will be required to evaluate the effectiveness of its internal control over financial reporting. |
• | Pear’s management has identified certain internal control deficiencies, which constitute material weaknesses. If it fails to maintain an effective system of disclosure controls and internal control over financial reporting, its ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired. |
Six Months Ended June 30, 2021 (Unaudited) |
Period from December 1, 2020 (inception) through December 31, 2020 (Audited) |
|||||||
Condensed Statement of Operations: |
||||||||
Operating and formation costs |
$ | 2,974,830 | $ | 2,177 | ||||
|
|
|
|
|||||
Loss from operations |
(2,974,830 | ) | (2,177 | ) | ||||
|
|
|
|
|||||
Other income: |
||||||||
Interest earned on marketable securities held in Trust Account |
15,739 | — | ||||||
Change in fair value of warrants |
(4,406,133 | ) | — | |||||
Change in fair value of promissory note |
|
11,600 |
|
— | ||||
Unrealized gain on marketable securities held in Trust Account |
4,595 | — | ||||||
|
|
|
|
|||||
Other expense, net |
(4,374,199 | ) | — | |||||
|
|
|
|
|||||
Loss before (provision for) benefit from income taxes |
(7,349,029 | ) | — | |||||
(Provision for) benefit from income taxes |
— | — | ||||||
Net loss |
$ | (7,349,029 | ) | — | ||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, THMA Class A common stock subject to possible redemption |
27,600,000 | — | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, THMA Class A common stock subject to possible redemption |
$ | 0.00 | $ | 0.00 | ||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
6,725,967 | 6,000,000 | ||||||
Basic and diluted net loss per share, Non-redeemable common stock |
$ | (1.09 | ) | $ | — | |||
|
|
|
|
June 30, 2021 (Unaudited) |
December 31, 2020 (Audited) |
|||||||
Balance Sheet Data: |
||||||||
Cash |
$ | 1,345,945 | $ | — | ||||
Total Assets |
277,782,674 | 310,450 | ||||||
Total Liabilities |
33,250,310 | 287,627 | ||||||
THMA Class A common stock subject to possible redemption 27,600,000 shares at June 30, 2021 (at redemption value of $10 per share) |
276,000,000 | — | ||||||
Total Stockholders’ (Deficit) Equity |
(31,467,636 | ) | 22,823 |
Six Months Ended June 30, |
Years Ended December 31, |
|||||||||||||||
2021 |
2020 |
2020 |
2019 |
|||||||||||||
(in thousands, except per share amounts) |
(Unaudited) |
(Unaudited) |
(Audited) |
(Audited) |
||||||||||||
Statement of Operations Data: |
||||||||||||||||
Total revenue |
$ | 1,577 | $ | 9,274 | $ | 9,384 | $ | 32,562 | ||||||||
Total cost and operating expenses |
44,677 | 38,281 | 86,028 | 64,165 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(43,100 | ) | (29,007 | ) | (76,644 | ) | (31,603 | ) | ||||||||
Other income (expenses): |
||||||||||||||||
Interest and other (expense) income, net |
(2,044 | ) | 115 | (3,357 | ) | 1,416 | ||||||||||
Change in estimated fair value of warrant liabilities |
(5,397 | ) | (20 | ) | 795 | (1 | ) | |||||||||
Loss on issuance of convertible preferred stock |
(2,053 | ) | — | (16,819 | ) | — | ||||||||||
Amortization of deferred gain on note payable |
— | — | — | 544 | ||||||||||||
(Loss) gain on extinguishment of debt |
— | (998 | ) | (998 | ) | 20,310 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (52,594 | ) | $ | (29,910 | ) | $ | (97,023 | ) | $ | (9,334 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Loss on repurchase of convertible preferred stock |
$ | — | $ | — | $ | (11,053 | ) | $ | — | |||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to common shareholders |
$ | (52,594 | ) | $ | (29,910 | ) | $ | (108,076 | ) | $ | (9,334 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per share—basic and diluted |
$(4.64 | ) | $(2.00 | ) | $(7.32 | ) | $(0.63 | ) | ||||||||
|
|
|
|
|
|
|
|
June 30, |
December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
(in thousands) |
(Unaudited) |
(Audited) |
(Audited) |
|||||||||
Balance Sheet Data: |
||||||||||||
Cash and cash equivalents |
$ | 92,219 | $ | 110,900 | $ | 27,415 | ||||||
Working capital, net (1) |
60,408 | 85,371 | 89,877 | |||||||||
Total assets |
111,363 | 132,366 | 109,692 | |||||||||
Short-term debt, net (2) |
26,654 | 26,345 | 4,444 |
(1) |
Working capital, net is defined as current assets less current liabilities. |
(2) |
Due to the substantial doubt about our ability to continue operating as a going concern and the material adverse change clause in the loan agreement with our lender, the amounts outstanding as of June 30, 2021 and December 31, 2020 have been classified as current in the consolidated financial statements. The lender has not invoked the material adverse change clause as of the date of issuance of these financial statements. |
June 30, |
December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
(in thousands) |
(Unaudited) |
(Audited) |
(Audited) |
|||||||||
Total liabilities |
$ | 53,166 | $ | 45,250 | $ | 30,908 | ||||||
Convertible preferred stock |
291,392 | 269,422 | 144,827 | |||||||||
Total stockholders’ deficit |
(233,195 | ) | (182,306 | ) | (66,043 | ) | ||||||
Statement of Cash Flows Data: |
||||||||||||
Net cash used in operating activities |
$ | (43,866 | ) | $ | (67,893 | ) | $ | (36,596 | ) | |||
Net cash provided by (used in) investing activities |
5,503 | 58,925 | (40,563 | ) | ||||||||
Net cash provided by financing activities |
19,682 | 91,703 | 12,656 |
• | No Redemption |
• | Maximum Redemption |
Combined Pro Forma |
||||||||
Six Months Ended June 30, 2021 |
||||||||
(in thousands, except share and per share amounts) |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||
Summary Unaudited Pro Forma Combined Statement of Operations Data: |
||||||||
Loss from operations |
$ | (46,089 | ) | $ | (46,089 | ) | ||
Net loss |
$ | (59,977 | ) | $ | (59,977 | ) | ||
Loss per share (basic and diluted) attributable to Class A common stockholders |
($0.38 | ) | ($0.43 | ) | ||||
Weighted average Class A common shares outstanding |
158,850,952 | 139,711,934 |
Combined Pro Forma |
||||||||
Year Ended December 31, 2020 |
||||||||
(in thousands, except share and per share amounts) |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||
Summary Unaudited Pro Forma Combined Statement of Operations Data: |
||||||||
Loss from operations |
$ | (79,968 | ) | $ | (79,968 | ) | ||
Net loss |
$ | (100,346 | ) | $ | (100,346 | ) | ||
Loss per share (basic and diluted) attributable to Class A common stockholders |
($0.63 | ) | ($0.72 | ) | ||||
Weighted average Class A common shares outstanding |
158,850,952 | 139,711,934 |
Combined Pro Forma |
||||||||
June 30, 2021 |
||||||||
(in thousands) |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||
Summary Unaudited Pro Forma Combined Balance Sheet Data: |
||||||||
Total assets |
$ | 481,962 | $ | 290,557 | ||||
Debt obligation |
$ | 26,654 | $ | 26,654 | ||||
Total liabilities |
$ | 182,720 | $ | 182,720 | ||||
Total stockholders’ equity |
$ | 299,242 | $ | 107,838 |
• | No Redemptions: |
• | Maximum Redemption |
Historical |
Pro Forma Combined |
|||||||||||||||
(in thousands, except share and per share amounts) |
Thimble Point Acquisition Corp. |
Pear Therapeutics, Inc. |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||||||||
As of and for the Six Months Ended June 30, 2021 (1) |
||||||||||||||||
Book value per share (2) |
($ | 0.91 | ) | ($ | 3.06 | ) | $ | 1.88 | $ | 0.77 | ||||||
Weighted average common shares outstanding—basic and diluted |
n/a | 11,341,935 | 158,850,952 | 139,711,934 | ||||||||||||
Weighted average shares outstanding of Class A—basic and diluted |
27,600,000 | n/a | n/a | n/a | ||||||||||||
Weighted average shares outstanding of Class B—basic and diluted |
6,725,967 | n/a | n/a | n/a | ||||||||||||
Net loss per common share—basic and diluted |
n/a | ($ | 4.64 | ) | ($ | 0.38 | ) | ($ | 0.43 | ) | ||||||
Net income per Class A share—basic and diluted |
$ | — | n/a | n/a | n/a | |||||||||||
Net income per Class B share—basic and diluted |
($ | 1.09 | ) | n/a | n/a | n/a |
(1) | There was no cash dividends for either THMA or Pear in the period presented. |
(2) | Historical book value per share for THMA and Pear is calculated as permanent equity divided by the total number of outstanding shares classified in permanent equity. Pro forma book value per share is calculated as pro forma total stockholders’ equity divided by the total shares of the Post-Combination Company immediately after the Transactions under each scenario. |
• | our ability to complete the Business Combination with Pear or, if we do not consummate such Business Combination, any other initial business combination; |
• | satisfaction or waiver of the conditions to the Business Combination including, among others: (i) the approval by our stockholders of the Required Proposals necessary to consummate the Business Combination being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination Agreement having expired or been terminated; and (iii) THMA having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) after giving effect to the transactions contemplated by the Business Combination Agreement and the PIPE Transaction; |
• | the occurrence of any event, change or other circumstances, including the outcome of any legal proceedings that may be instituted against THMA and Pear following the announcement of the Business Combination Agreement and the transactions contemplated therein, that could give rise to the termination of the Business Combination Agreement; |
• | the projected financial information, growth rate and market opportunity of the Post-Combination Company; |
• | the ability to obtain and/or maintain the listing of the Post-Combination Company Common Stock on the Nasdaq Stock Market, and the potential liquidity and trading of such securities; |
• | the risk that the proposed Business Combination disrupts current plans and operations of Pear as a result of the announcement and consummation of the proposed Business Combination; |
• | the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, and the ability of the Post-Combination Company to grow and manage growth profitably and retain its key employees; |
• | costs related to the proposed Business Combination; |
• | our ability to raise financing in the future, if and when needed; |
• | our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination; |
• | our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving the Business Combination; |
• | Pear’s prescription digital therapeutics’ ability to achieve and maintain market acceptance and adoption by patients and physicians; |
• | Pear’s ability to obtain or maintain adequate insurance coverage and reimbursement for Pear’s products; |
• | Pear’s ability to accurately forecast demand for Pear’s products; |
• | Pear’s ability to attract and retain its senior management and other highly qualified personnel (in particular, Corey McCann, its President and Chief Executive Officer); |
• | Pear’s ability to maintain access for its products via the Apple Store and the Google Play Store; |
• | Pear’s ability to achieve or maintain profitability; |
• | Pear’s ability to maintain or obtain patent protection and/or the patent rights relating to Pear’s products and Pear’s ability to prevent third parties from competing against Pear; |
• | Pear’s ability to successfully commercialize its products; |
• | Pear’s ability to obtain and maintain regulatory approval for Pear’s product candidates, and any related restrictions or limitations of an approved product candidate; |
• | Pear’s ability to obtain funding for its operations, including funding necessary to complete further development, approval and, if approved, commercialization of Pear’s product candidates; |
• | the period over which Pear anticipates its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements; |
• | Pear’s ability to identify, in-license or acquire additional product candidates; |
• | Pear’s ability to successfully protect against security breaches, ransomware attacks and other disruptions to Pear’s information technology structure; |
• | the impact of applicable laws and regulations, whether in the United States or foreign countries, and any changes thereof; |
• | Pear’s ability to successfully compete against other companies developing similar products to Pear’s current and future product offerings; |
• | Pear’s estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
• | Pear’s financial performance; |
• | the effect of COVID-19 on the foregoing, including our ability to consummate the Business Combination due to the continuing uncertainty resulting from the COVID-19 pandemic; and |
• | other factors detailed under the section entitled “ Risk Factors |
• | the failure of reSET, reSET-O and Somryst to achieve wide acceptance among people with substance use disorder, opioid use disorder and chronic insomnia, self-insured employers, commercial and government payors, health plans, physicians and other government entities, and key opinion leaders in the treatment community; |
• | lack of additional evidence or peer-reviewed publication of clinical or real world evidence supporting the effectiveness, safety, cost-savings or other advantages of our products over competitive products or other currently available methodologies; |
• | perceived risks associated with the use of our products or similar products or technologies generally; |
• | our ability to secure and maintain U.S. Food and Drug Administration and other regulatory clearance, authorization or approval for our products; |
• | the introduction of competitive products and the rate of acceptance of those products as compared to our products; and |
• | results of clinical, real world and health economics and outcomes research (HEOR) studies relating to chronic condition products or similar competitive products. |
• | a covered benefit under its health plan; |
• | safe, effective and medically necessary; |
• | supported by robust clinical data from well-controlled clinical research; |
• | appropriate for the specific patient; |
• | cost-effective; and |
• | neither experimental nor investigational. |
• | FDA authorization; |
• | effectiveness and safety; |
• | robust and well-controlled clinical research; |
• | long-term outcomes; |
• | ease of use and convenience; |
• | price; |
• | greater name and brand recognition; |
• | information security standards; |
• | greater market penetration; |
• | larger sales forces; |
• | larger marketing budgets; |
• | access to significantly greater financial, human, technical and other resources; |
• | breadth, depth, and effectiveness of offerings; |
• | FDA compliance, quality, and reliability of solutions; and |
• | healthcare provider, government agency and insurance carrier acceptance. |
• | the scope, progress, results and costs of researching and developing its current product candidates, as well as other additional product candidates the Company may develop and pursue in the future; |
• | the timing of, and the costs involved in, obtaining marketing clearance, authorization, or approvals for the Company’s product candidates and any other additional product candidates the Company may develop and pursue in the future; |
• | the number of future product candidates that the Company may pursue and their development requirements; |
• | the costs of commercialization activities for the Company’s product candidates, including the costs and timing of establishing product sales, marketing, and distribution capabilities; |
• | revenue received from commercial sales of the Company’s current products and, subject to receipt of regulatory clearance, authorization, or approval, revenue, if any, received from commercial sales of the Company’s product candidates; |
• | the extent to which the Company in-licenses or acquires rights to other products, product candidates or technologies; |
• | the Company’s investment in its human capital required to grow the business and the associated costs as the Company expands its research and development and establishes a commercial infrastructure; |
• | the costs of preparing, filing and prosecuting patent applications, maintaining and protecting the Company’s intellectual property rights, including enforcing and defending intellectual property-related claims; and |
• | the costs of operating as a public company. |
• | the scope of rights granted under the license agreement and other interpretation-related issues; |
• | amount of royalty payments under the license agreement; |
• | whether and to what extent our technology and processes infringe on intellectual property of the licensor that is not subject to the licensing agreement; |
• | our right to sublicense patent and other rights to collaborators and other third parties; |
• | our diligence obligations with respect to the use of the licensed technology in relation to our development and commercialization of our products, and what activities satisfy those diligence obligations; and |
• | the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us and our collaborators. |
• | regulatory authorities may withdraw clearance, authorization, or approvals of such product; |
• | regulatory authorities may require additional warnings on the product’s label; |
• | we may be required to issue safety communications to patients or healthcare providers that outline the risks of such side effects; |
• | we could be sued and held liable for harm caused to patients; and |
• | our reputation may suffer. |
• | the federal Anti-Kickback Statute, which prohibits, among other things, any person from knowingly and willfully offering, soliciting, receiving or providing remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs, such as CMS programs; |
• | the federal civil false claims and civil monetary penalties laws, including, without limitation, the federal False Claims Act, which prohibits, among other things, individuals or entities from knowingly presenting, or causing to be presented, false claims, or knowingly using false statements, to obtain payment from the federal government; |
• | federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters; |
• | the federal Civil Monetary Penalties Law prohibits, among other things, offering or transferring remuneration to a federal healthcare beneficiary that a person knows or should know is likely to influence the beneficiary’s decision to order or receive items or services reimbursable by the government from a particular provider or supplier; |
• | the federal Physician Payment Sunshine Act, or Open Payments, created under the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Affordability Reconciliation Act of 2010, or collectively the Affordable Care Act (“ ACA ”), and its implementing regulations, which requires manufacturers of drugs, medical devices, biologicals 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 licensed physicians and teaching hospitals, as well as ownership and investment interests held by physicians and their immediate family members; |
• | Health Insurance Portability Administration and Accountability Act of 1996 (“ HIPAA ”), as amended by the Health Information Technology for Economic and Clinical Health Act, and its implementing regulations, which impose certain requirements relating to the privacy, security and transmission of protected health information (“PHI ”), on certain healthcare providers, health plans and healthcare clearinghouses, and their business associates that access or otherwise process individually identifiable health information on their behalf; HIPAA also created criminal liability for knowingly and willfully falsifying or concealing a material fact or making a materially false statement in connection with the delivery of or payment for healthcare benefits, items or services; |
• | medical device regulations pursuant to the federal Food, Drug and Cosmetic Act which require, among other things, pre-market clearance, authorization, or approval; compliant labeling; medical device adverse event reporting; establishment registration and device listing; reporting of corrections and removals; and quality system requirements; |
• | state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed by any third-party payor, including commercial insurers, and state and foreign laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and are in addition to requirements under HIPAA, thus complicating compliance efforts; and |
• | state laws governing the corporate practice of medicine and other healthcare professions and related fee-splitting laws. |
• | multiple, conflicting and changing laws and regulations such as tax laws, privacy and data protection laws and regulations, export and import restrictions, employment laws, regulatory requirements and other governmental approvals, permits and licenses; |
• | requirements to maintain data and the processing of that data on servers located within the United States or in such countries; |
• | protecting and enforcing our intellectual property rights; |
• | converting our products as well as the accompanying instructional and marketing materials to conform to the language and customs of different countries; |
• | complexities associated with managing multiple payor reimbursement regimes, and government payors; |
• | competition from companies with significant market share in our market and with a better understanding of user preferences; |
• | financial risks, such as longer payment cycles, difficulty collecting accounts receivable, the effect of local and regional financial pressures on demand and payment for our products and services and exposure to foreign currency exchange rate fluctuations; |
• | natural disasters, political and economic instability, including wars, terrorism, political unrest, outbreak of disease (including the recent coronavirus outbreak), boycotts, curtailment of trade, and other market restrictions; and |
• | regulatory and compliance risks that relate to maintaining accurate information and control over activities subject to regulation under the U.S. Foreign Corrupt Practices Act (the “ FCPA ”), and comparable laws and regulations in other countries. |
• | We did not have sufficient accounting and reporting resources to ensure adequate segregation of duties. |
• | We did not design, implement and maintain adequate information systems controls, including access and change management controls. |
• | We did not design, implement and maintain controls to ensure the accurate and timely reporting of material transactions, including the capitalization of software costs and capital stock valuations performed by us or our advisors. |
• | the parties may be liable for damages to one another under the terms and conditions of the Business Combination Agreement; |
• | negative reactions from the financial markets, including declines in the price of THMA securities due to the fact that current prices may reflect a market assumption that the Business Combination will be completed; and |
• | the attention of THMA’s management will have been diverted to the Business Combination rather than the pursuit of other opportunities in respect of an initial business combination. |
• | actual or anticipated fluctuations in the Post-Combination Company’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it; |
• | changes in the market’s expectations about the Post-Combination Company’s operating results; |
• | success or entry of competitors; |
• | the Post-Combination Company’s operating results failing to meet the expectation of securities analysts or investors in a particular period; |
• | changes in financial estimates and recommendations by securities analysts concerning the Post-Combination Company or the PDT industry in general; |
• | operating and share price performance of other companies that investors deem comparable to the Post-Combination Company; |
• | the Post-Combination Company’s ability to bring its products and technologies to market on a timely basis, or at all; |
• | changes in laws and regulations affecting the Post-Combination Company’s business; |
• | the Post-Combination Company’s ability to meet compliance requirements; |
• | commencement of, or involvement in, litigation involving the Post-Combination Company; |
• | changes in the Post-Combination Company’s capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of the Post-Combination Company’s shares of common stock available for public sale; |
• | any major change in the Post-Combination Company’s board of directors or management; |
• | sales of substantial amounts of the Post-Combination Company’s shares of common stock by its directors, executive officers or significant stockholders or the perception that such sales could occur; |
• | general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations, and acts of war or terrorism, inflation and market liquidity; and |
• | the other risk factors set forth in the “ Risks Related to Pear’s Business and Industry Risks Related to Pear’s Financial Position Risks Related to Pear’s Intellectual Property and Technology Risks Related to Pear’s Products Risks Related to Pear’s Regulatory Compliance and Legal Matters Risks Related to Pear’s Financial Reporting |
• | a limited availability of market quotations for the Post-Combination Company’s securities; |
• | reduced liquidity for the Post-Combination Company’s securities; |
• | a determination that the Post-Combination Company’s common stock is a “penny stock” which will require brokers trading in the Post-Combination Company’s common stock to adhere to more stringent |
rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of the Post-Combination Company’s common stock; |
• | a limited amount of analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | Pear or THMA may experience negative reactions from the financial markets, including negative impacts on its stock price (including to the extent that the current market price reflects a market assumption that the Business Combination will be completed); |
• | Pear may experience negative reactions from its customers, resellers, vendors and employees; |
• | Pear and THMA will have incurred substantial expenses and will be required to pay certain costs relating to the Business Combination, whether or not the Business Combination is completed; and |
• | since the Business Combination Agreement restricts the conduct of Pear’s and THMA’s businesses prior to completion of the Business Combination, each of Pear and THMA may not have been able to take certain actions during the pendency of the Business Combination that would have benefitted it as an independent company, and the opportunity to take such actions may no longer be available (see the section entitled “ The Business Combination Agreement—Covenants and Agreements |
• | Pear shareholders will have a majority of the voting power under both the no redemption and maximum redemption scenarios; |
• | Pear will appoint the majority of the Post-Combination Company Board; |
• | Pear’s existing management team will comprise the management of the Post-Combination Company; |
• | Pear will comprise the ongoing operations of the Post-Combination Company; |
• | Pear is the larger entity based on historical revenues and business operations; and |
• | the Post-Combination Company will assume Pear’s name. |
• | No Redemption |
• | Maximum Redemption |
• | The Merger in accordance with the Business Combination Agreement, including: |
(i) | Each Pear Common Share issued and outstanding as of immediately prior to the Effective Time (excluding shares owned by Pear as treasury stock or dissenting shares) will be cancelled and converted into (x) the right to receive the Per Share Upfront Consideration and (y) the contingent right to receive Earn Out Shares as set forth in a Consideration Schedule. The “Per Share Upfront Consideration” is equal to such number of THMA Class A Common Shares equal to (i) $1,200,000,000 divided by $10.00 divided by (ii) the total number of Pear Common Shares outstanding immediately prior to the Effective Time, expressed on an as-exercised and as-converted to Pear Common Share basis (including any Pear Common Shares underlying Pear Vested In-the-Money |
(ii) | Each Pear Preferred Share issued and outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive Per Share Consideration in respect of such number of Pear Common Shares as set forth on a Consideration Schedule. |
(iii) | Each Pear In-the-Money |
(iv) | Each Pear Warrant will be converted into a warrant to acquire a number of THMA Class A Common Shares in an amount and at an exercise price and subject to such terms and conditions, in each case, as set forth on the Consideration Schedule. Subject to certain exceptions, the terms and conditions of the Assumed Warrant will be the same terms and conditions as were applicable to the Pear Warrant immediately prior to the Effective Time. |
• | Pursuant to THMA’s Current Charter, each THMA Class B Common Share that is issued and outstanding immediately prior to the Merger will be converted into one THMA Class A Common Share. |
• | Subject to certain exceptions, during the Earn Out Period, THMA will issue to holders of Pear Common Shares and holders of Pear Preferred Shares as of immediately prior to the Effective time up to 12,395,625 additional THMA Class A Common Shares in the aggregate (the “ Pear Stockholder Earn Out Shares ”) in three equal tranches of 4,131,875 Pear Stockholder Earn Out Shares, respectively, upon THMA achieving $12.50, $15.00 or $17.50, respectively, as its volume-weighted average price per share for any 20 trading days within a 30 consecutive trading day period (as adjusted for share splits, reverse share splits, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or the like). |
• | Subject to certain exceptions, during the Earn Out Period, THMA’s Sponsor has agreed not to transfer 1,269,600 THMA Class B Common Shares held by it (the “ Sponsor Earn Out Shares ”) and to have 922,453 Private Placement Warrants (the “Sponsor Earn Out Warrants ”) held in trust, in each case, until such securities are released under the Sponsor Agreement. Pursuant to the Sponsor Agreement, (i) 423,200 of such Sponsor Earn Out Shares and 307,485 of such Sponsor Earn Out Warrants will be released upon THMA achieving $12.50 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, (ii) 423,200 of such Sponsor Earn Out Shares and 307,484 of such Sponsor Earn Out Warrants will be released upon THMA achieving $15.00 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, and (iii) 423,200 of such Sponsor Earn Out Shares and 307,484 of such Sponsor Earn Out Warrants will be released upon THMA achieving $17.50 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period (as adjusted for share splits, reverse share splits, share dividends, reorganizations, recapitalizations, reclassifications, combination, exchange of shares or the like). Any such Sponsor Earn Out Shares or Sponsor Earn Out Warrants not released prior to the end of the Earn Out Period will be deemed to be forfeited. |
• | Substantially concurrently with the consummation of the Merger, in the PIPE Transaction pursuant to the Subscription Agreements, THMA will issue and sell 10,280,000 THMA Class A Common Shares for a purchase price of $10.00 per share and an aggregate purchase price of $102.8 million. |
• | Substantially concurrently with the consummation of the Merger, in the Forward Purchase pursuant to the Amended Forward Purchase Agreement, THMA will issue and sell to the Anchor Investor such number of THMA Class A Common Shares equal to the sum of (x) 2,300,000 and (y) such additional THMA Class A Common Shares as the Anchor Investor may elect to purchase up to the lesser of (A) the number of Public Shares redeemed by THMA’s Public Stockholders and (B) 2,700,000, in each case, for a purchase price of $10.00 per share. |
• | Concurrently with the consummation of the Merger, the outstanding warrants to purchase 1,012,672 Pear Series D-1 Preferred Shares held by Perceptive Credit Holdings III, LP (“Perceptive”) will be exercised. |
• | Concurrently with the consummation of the Merger, the outstanding warrants to purchase 32,711 Pear Series A Preferred Shares and 81,322 Pear Common Shares held by Silicon Valley Bank will be exercised. |
Minimum and Maximum Redemption |
||||||||
(in thousands, except share and per share amounts) |
Purchase Price |
Shares Issued |
||||||
Share consideration to Pear at Closing (1)(2)(3) |
$ | 1,200,000 | 120,000,000 |
(1) | The value of the THMA Class A Common Shares issued to Pear included in the consideration is reflected at $10 per share as defined in the Business Combination Agreement. |
(2) | The total 120.0 million THMA Class A Common Shares include 113,040,552 THMA Class A Common Shares to be issued at the Closing upon the conversion of the issued and outstanding Pear Common Shares and Pear Preferred Shares and 6,959,448 THMA Class A Common Shares underlying vested Rollover Options granted upon the conversion of Pear Vested In-the-Money |
(3) | The total 120.0 million THMA Class A Common Shares exclude up to 12,395,625 additional Pear Stockholder Earn Out Shares. |
No Redemptions |
Maximum Redemptions |
|||||||||||||||
Equity Capitalization Summary at Closing |
Shares |
% |
Shares |
% |
||||||||||||
THMA Public Stockholders |
27,600,000 | 17 | % | 8,460,982 | 6 | % | ||||||||||
THMA Initial Stockholders (1) |
5,630,400 | 5 | % | 5,630,400 | 4 | % | ||||||||||
Pear Equityholders (2) |
113,040,552 | 71 | % | 113,040,552 | 81 | % | ||||||||||
Subscribers |
10,280,000 | 6 | % | 10,280,000 | 7 | % | ||||||||||
Anchor Investors (3) |
2,300,000 | 1 | % | 2,300,000 | 2 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total Shareholders |
158,850,952 | 100 | % | 139,711,934 | 100 | % | ||||||||||
|
|
|
|
|
|
|
|
(1) | Includes shares held by the Sponsor and THMA’s directors and Advisors. Excludes 1,269,600 Sponsor Earn Out Shares subject to forfeiture if certain performance-based vesting requirements are not met, as further described in Note 6. |
(2) | Total consideration to be issued to holders of Pear Common Shares, Pear Preferred Shares and Pear Vested In-the-Money |
issued to Pear stockholders excludes 6,959,448 shares underlying Rollover Options, assuming such Rollover Options remain unexercised as of the Closing |
(3) | In the maximum redemption scenario, excludes any additional shares that the Anchor Investor may elect to purchase in accordance with the Amended Forward Purchase Agreement. |
June 30, 2021 |
June 30, 2021 |
|||||||||||||||||||||||||||||||
Historical |
Assuming No Redemption |
Assuming Maximum Redemption |
||||||||||||||||||||||||||||||
U.S. GAAP |
||||||||||||||||||||||||||||||||
(dollars in thousands) |
Pear Therapeutics, Inc. |
Thimble Point Acquisition Corp. |
Transaction Accounting Adjustments (Note 3) |
Pro Forma Condensed Combined |
Additional Transaction Accounting Adjustments (Assuming Maximum Redemption) (Note 3) |
Pro Forma Condensed Combined |
||||||||||||||||||||||||||
ASSETS |
||||||||||||||||||||||||||||||||
Current assets |
||||||||||||||||||||||||||||||||
Cash and cash equivalents |
$ | 92,219 | $ | 1,346 | $ | 276,020 | 3a |
$ | 465,905 | $ | (191,404 | ) | 1L |
$ | 274,501 | |||||||||||||||||
(23,492 | ) | 3b |
||||||||||||||||||||||||||||||
97,800 | 3c |
|||||||||||||||||||||||||||||||
23,000 | 3d |
|||||||||||||||||||||||||||||||
(988 | ) | 3e |
||||||||||||||||||||||||||||||
Short-term investments |
6,516 | — | — | 6,516 | — | 6,516 | ||||||||||||||||||||||||||
Accounts receivable |
158 | — | — | 158 | — | 158 | ||||||||||||||||||||||||||
Prepaid expenses and other current assets |
1,810 | 416 | — | 2,226 | — | 2,226 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total current assets |
100,703 | 1,762 | 372,340 | 474,805 | (191,404 | ) | 283,401 | |||||||||||||||||||||||||
Property and equipment, net |
5,204 | — | — | 5,204 | — | 5,204 | ||||||||||||||||||||||||||
Restricted cash |
1,161 | — | — | 1,161 | — | 1,161 | ||||||||||||||||||||||||||
Deferred offering costs |
3,503 | — | (3,503 | ) | 3b |
— | — | — | ||||||||||||||||||||||||
Other long-term assets |
792 | — | — | 792 | — | 792 | ||||||||||||||||||||||||||
Marketable securities held in Trust Account |
— | 276,020 | (276,020 | ) | 3a |
— | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
TOTAL ASSETS |
$ |
111,363 |
$ |
277,782 |
$ |
92,817 |
$ |
481,962 |
$ |
(191,404 |
) |
$ |
290,557 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||||||||||||||||||||||||||
Current liabilities |
||||||||||||||||||||||||||||||||
Accounts payable |
$ | 2,452 | $ | — | $ | — | $ | 2,452 | $ | — | $ | 2,452 | ||||||||||||||||||||
Accrued expenses and other current liabilities |
12,483 | 1,565 | — | 14,048 | — | 14,048 | ||||||||||||||||||||||||||
Deferred revenues |
1,306 | — | — | 1,306 | — | 1,306 | ||||||||||||||||||||||||||
Debt |
26,654 | — | — | 26,654 | — | 26,654 | ||||||||||||||||||||||||||
Promissory note – related party |
— | 988 | (988 | ) | 3e |
— | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total current liabilities |
42,895 | 2,553 | (988 | ) | 44,460 | — | 44,460 | |||||||||||||||||||||||||
Embedded debt derivative |
675 | — | — | 675 | — | 675 | ||||||||||||||||||||||||||
Warrant liabilities |
8,047 | 21,036 | (7,727 | ) | 3f |
20,836 | — | 20,836 | ||||||||||||||||||||||||
(320 | ) | 3g |
||||||||||||||||||||||||||||||
(200 | ) | 3h |
||||||||||||||||||||||||||||||
Earn-out liabilities |
— | — | 115,200 | 3i |
115,200 | — | 115,200 | |||||||||||||||||||||||||
Other long-term liabilities |
1,549 | — | — | 1,549 | — | 1,549 | ||||||||||||||||||||||||||
Deferred underwriting fee payable |
— | 9,660 | (9,660 | ) | 3b |
— | — | — | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total Liabilities |
53,166 |
33,249 |
96,305 |
182,720 |
— |
182,720 |
||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Convertible preferred stock |
291,392 | — | (291,392 | ) | 3j |
— | — | — | ||||||||||||||||||||||||
Class A common stock subject to possible redemption, 27,600,000 shares as of June 30, 2021 at redemption value of $10 per share |
— | 276,000 | (276,000 | ) | 3j |
— | — | — | ||||||||||||||||||||||||
Stockholders’ equity (deficit) |
||||||||||||||||||||||||||||||||
Common stock |
1 | — | 1 | 3c |
15 | (2 | ) | 3l |
13 | |||||||||||||||||||||||
0 | 3d |
|||||||||||||||||||||||||||||||
0 | 3f |
|||||||||||||||||||||||||||||||
0 | 3g |
|||||||||||||||||||||||||||||||
13 | 3j |
|||||||||||||||||||||||||||||||
Class B common stock $0.0001 par value; 20,000,000 shares authorized; 6,900,000 shares issued and outstanding as of June 30, 2021 |
— | 1 | (1 | ) | 3j |
— | — | — | ||||||||||||||||||||||||
Additional paid-in capital |
2,238 | — | (16,114 | ) | 3b |
535,882 | (191,402 | ) | 3l |
344,480 | ||||||||||||||||||||||
97,799 | 3c |
|||||||||||||||||||||||||||||||
23,000 | 3d |
|||||||||||||||||||||||||||||||
7,727 | 3f |
|||||||||||||||||||||||||||||||
320 | 3g |
|||||||||||||||||||||||||||||||
200 | 3h |
|||||||||||||||||||||||||||||||
(115,200 | ) | 3i |
||||||||||||||||||||||||||||||
567,380 | 3j |
|||||||||||||||||||||||||||||||
(31,468 | ) | 3k |
||||||||||||||||||||||||||||||
Accumulated deficit |
(235,435 | ) | (31,468 | ) | 31,468 | 3k |
(236,656 | ) | — | (326,656 | ) | |||||||||||||||||||||
(1,221 | ) | 3b |
||||||||||||||||||||||||||||||
Other comprehensive income |
1 | — | 1 | 1 | — | 1 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Total stockholders’ (deficit) equity |
(233,195 | ) | (31,467 | ) | 563,904 | 299,242 | (191,404 | ) | 107,837 | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY |
$ |
111,363 |
$ |
277,782 |
$ |
92,817 |
$ |
481,962 |
$ |
(191,404 |
) |
$ |
290,557 |
|||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2021 |
Six Months Ended June 30, 2021 |
|||||||||||||||||||||||||||||||||||
Pear Therapeutics, Inc. |
Thimble Point Acquisition Corp. |
Transaction Accounting Adjustments (Note 3) |
Pro Forma Condensed Combined (Assuming No Redemption) |
Additional Transaction Accounting Adjustments (Assuming Maximum Redemption) (Note 3) |
Pro Forma Condensed Combined (Assuming Maximum Redemption) |
|||||||||||||||||||||||||||||||
Revenue |
||||||||||||||||||||||||||||||||||||
Product revenue |
$ | 1,347 | $ | — | $ | — | $ | 1,347 | $ | — | $ | 1,347 | ||||||||||||||||||||||||
Collaboration and license revenue |
230 | — | — | 230 | — | 230 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total revenue |
1,577 | — | — | 1,577 | — | 1,577 | ||||||||||||||||||||||||||||||
Cost and operating expenses: |
||||||||||||||||||||||||||||||||||||
Cost of product revenue |
1,465 | — | — | 1,465 | — | 1,465 | ||||||||||||||||||||||||||||||
Research and development |
15,367 | — | — | 15,367 | — | 15,367 | ||||||||||||||||||||||||||||||
Selling, general and administrative |
27,909 | — | — | 27,909 | — | 27,909 | ||||||||||||||||||||||||||||||
Operating and formation costs |
— | 2,975 | (50 | ) | 3m |
2,925 | — | 2,925 | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total cost and operating expenses |
44,741 | 2,975 | (50 | ) | 47,666 | — | 47,666 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Loss from operations: |
(43,164 | ) | (2,975 | ) | 50 | (46,089 | ) | — | (46,089 | ) | ||||||||||||||||||||||||||
Other income (expense), net |
||||||||||||||||||||||||||||||||||||
Interest and other (expense) income, net |
(2,044 | ) | 16 | (16 | ) | 3n |
(2,044 | ) | — | (2,044 | ) | |||||||||||||||||||||||||
Change in fair value of warrants |
(5,397 | ) | (4,406 | ) | — | (9,803 | ) | — | (9,803 | ) | ||||||||||||||||||||||||||
Loss on issuance of convertible preferred stock |
(2,053 | ) | — | — | (2,053 | ) | — | (2,053 | ) | |||||||||||||||||||||||||||
Change in fair value of promissory note |
— | 12 | — | 12 | — | 12 | ||||||||||||||||||||||||||||||
Unrealized gain on marketable securities held in Trust Account |
— | 5 | (5 | ) | 3o |
— | — | — | ||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total other (expense) income, net |
(9,494 | ) | (4,374 | ) | (21 | ) | (13,888 | ) | — | (13,888 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net (loss) income |
$ | (52,658 | ) | $ | (7,349 | ) | $ | 29 | $ | (59,977 | ) | $ | — | $ | (59,977 | ) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net loss per share |
||||||||||||||||||||||||||||||||||||
Weighted average Class A common shares outstanding |
158,850,952 | (19,139,018 | ) | 3l |
139,711,934 | |||||||||||||||||||||||||||||||
Loss per share (basic and diluted) attributable to Class A common stockholders |
$(0.38 | ) | $— | $(0.43 | ) |
Year Ended December 31, 2020 |
Year Ended December 31, 2020 |
|||||||||||||||||||||||||||||||||||
Pear Therapeutics, Inc. |
Thimble Point Acquisition Corp. |
Transaction Accounting Adjustments (Note 3) |
Pro Forma Condensed Combined (Assuming No Redemption) |
Additional Transaction Accounting Adjustments (Assuming Maximum Redemption) (Note 3) |
Pro Forma Condensed Combined (Assuming Maximum Redemption) |
|||||||||||||||||||||||||||||||
Revenue |
||||||||||||||||||||||||||||||||||||
Product revenue |
$ | 149 | $ | — | $ | — | $ | 149 | $ | — | $ | 149 | ||||||||||||||||||||||||
Collaboration and license revenue |
9,235 | — | — | 9,235 | — | 9,235 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total revenue |
9,384 | — | — | 9,384 | — | 9,384 | ||||||||||||||||||||||||||||||
Cost and operating expenses: |
||||||||||||||||||||||||||||||||||||
Cost of product revenue |
1,718 | — | — | 1,718 | — | 1,718 | ||||||||||||||||||||||||||||||
Research and development |
28,084 | — | — | 28,084 | — | 28,084 | ||||||||||||||||||||||||||||||
Selling, general and administrative |
56,226 | — | 1,220 | 3p |
57,446 | — | 57,446 | |||||||||||||||||||||||||||||
Operating and formation costs |
— | 2 | 2,102 | 3q |
2,104 | — | 2,104 | |||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total cost and operating expenses |
86,028 | 2 | 3,322 | 89,352 | — | 89,352 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Loss from operations |
(76,644 | ) | (2 | ) | (3,322 | ) | (79,968 | ) | — | (79,968 | ) | |||||||||||||||||||||||||
Other income (expense), net |
||||||||||||||||||||||||||||||||||||
Interest and other (expense) income, net |
(2,561 | ) | — | — | (2,561 | ) | — | (2,561 | ) | |||||||||||||||||||||||||||
Loss on issuance of convertible preferred stock |
(16,819 | ) | — | — | (16,819 | ) | — | (16,819 | ) | |||||||||||||||||||||||||||
Loss on extinguishment of debt |
(998 | ) | — | — | (998 | ) | — | (998 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Total other (expense) income, net |
(20,378 | ) | — | — | (20,378 | ) | — | (20,378 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net loss |
$ |
(97,022 |
) |
$ |
(2 |
) |
$ |
(3,322 |
) |
$ |
(100,346 |
) |
$ |
— |
$ |
(100,346 |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net Loss |
$ | (97,022 | ) | $ | (2 | ) | $ | (3,322 | ) | $ | (100,346 | ) | $ | — | $ | (100,346 | ) | |||||||||||||||||||
Loss on repurchase of convertible preferred stock |
(11,053 | ) | — | — | (11,053 | ) | — | (11,053 | ) | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net loss attributable to common stockholders |
$ |
(108,075 |
) |
$ |
(2 |
) |
$ |
(3,322 |
) |
$ |
(111,399 |
) |
$ |
— |
$ |
(111,399 |
) | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Net loss per share |
||||||||||||||||||||||||||||||||||||
Weighted average Class A common shares outstanding |
158,850,952 | (19,139,018 | ) | 3l | 139,711,934 | |||||||||||||||||||||||||||||||
Loss per share (basic and diluted) attributable to Class A common stockholders |
$(0.63 | ) | $ — | $(0.72 | ) |
1. |
Basis of Presentation |
• | THMA’s unaudited condensed balance sheet as of June 30, 2021 and unaudited condensed statement of operations for the six months ended June 30, 2021 and the related notes, which are included elsewhere in this proxy statement/prospectus; and |
• | Pear’s unaudited condensed balance sheet as of June 30, 2021 and unaudited condensed statement of operations for the six months ended June 30, 2021 and the related notes, which are included elsewhere in this proxy statement/prospectus. |
• | THMA’s audited statement of operations for the year ended December 31, 2020 and the related notes, which is included elsewhere in this proxy statement/prospectus; and |
• | Pear’s audited statement of operations for the year ended December 31, 2020 and the related notes, which is included elsewhere in this proxy statement/prospectus. |
2. |
Accounting Policies |
3. |
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Financial Information |
a. | Reflects the reclassification from Marketable securities held in Trust Account to Cash and cash equivalents that becomes available to fund the Merger. |
b. | Reflects the settlement of preliminary estimated transaction costs of Pear of $15.2 million and THMA of $2.1 million totaling approximately $17.3 million for which only $3.5 million of Pear costs have been recognized in the historical financial statements. The remaining costs have not yet been recognized in the historical financial statements but have been incurred or are expected to be incurred in connection with the Merger. Transaction costs include legal, financial advisory and other professional fees related to the Merger. In connection with the reverse recapitalization treatment, Pear’s transaction costs are recorded as reductions to additional paid-in capital. |
THMA’s transaction costs are recorded through the income statement and would be treated as a reduction to accumulated deficit, however, as THMA’s accumulated deficit is reclassified to additional paid-in capital in connection with the Merger, this adjustment reflects the recording of the transaction costs directly to additional paid-in capital. |
This adjustment also reflects the payment of $9.7 million of deferred underwriting fee payable accrued on THMA’s balance sheet. |
The Company has allocated $1.2 million of transaction costs to the liability classified Stockholder Earn Out Shares based on the relative fair value of these instruments as compared to the total Merger consideration. The portion of transaction costs allocated to the Stockholder Earn Out Shares is reflected as a reduction to cash and retained earnings. These costs are determined to relate to future share issuances and not to the initial recapitalization and therefore they are expensed at the Closing. |
c. | Reflects net proceeds of $97.8 million ($102.8 million gross less $5.0 million in fees) from the issuance and sale of 10,280,000 THMA Class A Common Shares at $10.00 per share in connection with the PIPE Transaction pursuant to the Subscription Agreements. |
d. | Reflects proceeds of $23.0 million from the issuance and sale of 2,300,000 THMA Class A Common Shares at $10.00 per share in connection with the Forward Purchase pursuant to the Amended Forward Purchase Agreement. This entry reflects the cash proceeds received and the par value and additional paid-in capital related to the shares issued. Forward Purchase Shares included in this adjustment do not include any Forward Purchase Shares that the Anchor Investor may elect to purchase in accordance with the Amended Forward Purchase Agreement. The Amended Forward Purchase Agreement allows but does not require KLP to elect to purchase additional shares until two days prior to the Closing. No election to purchase additional shares has been made by KLP and therefore no additional shares are included in the pro forma adjustment. |
e. | Reflects the cash payment of THMA’s Promissory note – related party at the Closing. The note was entered into with THMA’s Sponsor in a principal amount of $1.0 million. In lieu of cash payment, up to $1.0 million of the loan may instead be converted into warrants at a price of $1.50 per warrant. The warrants would be identical to the Private Warrants. |
f. | Reflects the cashless exercise of warrants to purchase 1,012,672 Pear Series D-1 Preferred Shares held by Perceptive, pursuant to which Perceptive will obtain 447,340 Pear Series D-1 Preferred Shares following the withholding of such number of shares as to cover the exercise price. This adjustment removes the carrying value of the warrant liability related to the warrants to purchase Pear Series D-1 Preferred Shares on Pear’s books and recognizes the par value and additional paid-in capital of the net shares issued on exercise. As all Pear Preferred Shares will be converted into THMA Class A Common Shares in connection with the Merger, this adjustment reflects the conversion of such warrants to purchase Pear Series D-1 Preferred Shares directly into THMA Class A Common Shares. |
g. | Reflects the cashless exercise of warrants to purchase 32,711 Pear Series A Preferred Shares and 81,322 Pear Common Shares held by Silicon Valley Bank, pursuant to which Silicon Valley Bank will obtain 30,675 Pear Series A Preferred Shares and 73,554 Pear Common Shares following the withholding of such number of shares as to cover the exercise price. This adjustment removes the carrying value of the warrant liability related to the warrants to purchase Pear Series A Preferred Shares on Pear’s books and recognizes the par value and additional paid-in capital of the net shares issued on exercise. As all Pear Preferred Shares and Pear Common Shares will be converted into THMA Class A Common Shares in connection with the Merger, this adjustment reflects the conversion of such warrants to purchase Pear Series A Preferred Shares and Pear Common Shares directly into THMA Class A Common Shares. |
h. | Reflects the adjustment in fair value of the Sponsor Earn Out Warrants to be held in trust pursuant to the Sponsor Support Agreement. The preliminary fair value was estimated by taking the fair value of the Sponsor Earn Out Warrants reflected in THMA’s June 30, 2021 balance sheet and applying a discount to reflect the reduction in value due to the restrictions that were added as part of the Sponsor Agreement. The Sponsor Earn Out Warrants are subject to the same Earn-out Triggering and Acceleration Events as the Sponsor Earn Out Shares. The discount was estimated using similar assumptions as described in Note 6. |
i. | Reflects the fair value of the Pear Stockholder Earn Out Shares contingently issuable to eligible Pear stockholders and the Sponsor Earn Out Shares contingently releasable to THMA’s Sponsor. The fair value was determined based on information available as of the date of the unaudited pro forma condensed combined financial information. Refer to Note 5 and Note 6 for more information. |
j. | Reflects the recapitalization of Pear’s equity and issuance of 120,000,000 THMA Class A Common Shares at $0.0001 par value as consideration for the reverse recapitalization. Total consideration to be issued to Pear equityholders is $1,200.0 million or 120,000,000 shares ($10 per share price). The total 120,000,000 consideration shares include 113,040,552 shares to be issued for all issued and outstanding Pear Common Shares and Pear Preferred Shares and 6,959,448 shares underlying Pear Vested In-the-Money In-the-Money |
Additionally, in connection with the reverse recapitalization, the Public Shares subject to redemption by Public Stockholders totaling $276.0 million would be transferred to permanent equity and all THMA Class B Common Shares will be converted into THMA Class A Common Shares. |
k. | Reflects the elimination of historical retained earnings of THMA. |
l. | In the case of the financial information under the heading “Assuming Maximum Redemption,” reflects the maximum redemptions scenario, in which 19,139,018 THMA Class A Common Shares subject to redemption by Public Stockholders are redeemed for an aggregate payment of approximately $191.4 million (based on the estimated per share redemption price of approximately $10.00 per share). |
m. | Reflects the elimination of the THMA’s administrative service fee paid to the Sponsor that will cease upon the closing of the Merger. |
n. | Reflects the elimination of interest income and unrealized gain on investments related to the investments held in the Trust Account of THMA that would not be earned if the Merger were consummated on January 1, 2020. |
o. | Represents the weighted average shares outstanding due to the issuance of THMA Class A Common Shares (and redemptions of Public Shares in the maximum redemption scenario) in connection with the Merger. |
p. | Reflects $1.2 million of transaction costs related to the liability classified Stockholder Earn Out Shares based on the relative fair value of these instruments as compared to the total Merger consideration. These costs are determined to relate to future share issuances and not to the initial recapitalization and therefore they are expensed at the Closing. |
q. | Reflects $2.1 million of THMA’s transaction costs which have not yet been recorded in THMA’s historical financial statements. |
4. |
Loss per Share |
Year Ended December 31, 2020 |
Six Months Ended June 30, 2021 |
|||||||||||||||
(dollars in thousands, except per share data) |
Assuming No Redemptions |
Assuming Maximum Redemptions |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||||||||
Pro forma net loss |
$ | (100,346 | ) | $ | (100,346 | ) | $ | (59,977 | ) | $ | (59,977 | ) | ||||
Pro Forma weighted average shares calculation, basic and diluted |
||||||||||||||||
Public Shares and Founder Shares (1) |
33,230,400 | 33,230,400 | 33,230,400 | 33,230,400 | ||||||||||||
Shares issued in Merger (2) |
113,040,552 | 113,040,552 | 113,040,552 | 113,040,552 | ||||||||||||
PIPE Shares |
10,280,000 | 10,280,000 | 10,280,000 | 10,280,000 | ||||||||||||
Forward Purchase Shares |
2,300,000 | 2,300,000 | 2,300,000 | 2,300,000 | ||||||||||||
Redemptions |
— | (19,139,018 | ) | — | (19,139,018 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Pro forma weighted average shares outstanding—basic and diluted |
158,850,952 | 139,711,934 | 158,850,952 | 139,711,934 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss per share (basic and diluted) attributable to Class A common stockholders (3) |
$(0.63 | ) | $(0.72 | ) | $(0.38 | ) | $(0.43 | ) | ||||||||
|
|
|
|
|
|
|
|
(1) | Excludes 1,269,600 Sponsor Earn Out Shares which are subject to forfeiture until the share price of THMA exceeds specified thresholds that have not been achieved. See Note 6. |
(2) | Excludes 6,959,448 THMA consideration shares underlying vested stock options as these shares will not be issued until the underlying stock options are exercised. Total consideration to be issued to Pear is $1.2 billion or 120.0 million shares ($10 per share price). The total shares to be issued include all issued and outstanding Pear Common Shares and Pear Preferred Shares plus shares underlying vested but unexercised options and warrants. Accordingly, the weighted average pro forma shares outstanding at close has been adjusted to exclude the portion of consideration shares that will be unexercised at the closing of the Merger. |
(3) | For the purposes of applying the if-converted method for calculating diluted earnings per share, it was assumed that all outstanding Public Warrants, Private Placement Warrants, and Pear options are exchanged for THMA Class A Common Shares. However, since this results in anti-dilution, the effect of such exchange was not included in the calculation of diluted loss per share. Shares underlying these instruments are as follows: (a) 14,213,333 shares underlying Public Warrants and Private Placement Warrants and (b) 6,959,448 Pear consideration shares underlying vested and unexercised stock options. |
5. |
Pear Stockholder Earn Out Shares |
• | Price Target: |
• | Triggering Event 1 is $12.50 |
• | Triggering Event 2 is $15.00 |
• | Triggering Event 3 is $17.50 |
• | Vesting Date: |
• | Discount period: |
• | Discount rate: |
• | Expected pre-announcement future volatility: |
• | Expected post-announcement future volatility: |
• | Risk-free interest rate: zero-coupon U.S. Treasury notes with maturities corresponding to the expected five-year term of the Earn Out Period. |
• | Expected term: |
• | Expected dividend yield: |
6. |
Sponsor Earn Out Shares |
• | Price Target: |
• | Triggering Event 1 is $12.50 |
• | Triggering Event 2 is $15.00 |
• | Triggering Event 3 is $17.50 |
• | Vesting Date: |
• | Discount period: |
• | Discount rate: |
• | Expected pre-announcement future volatility: |
• | Expected post-announcement future volatility: |
• | Risk-free interest rate: zero-coupon U.S. Treasury notes with maturities corresponding to the expected 5.25 year term of the Earn Out Period. |
• | Expected term: |
• | Expected dividend yield: |
• | No Redemptions: |
• | Maximum Redemption |
Historical |
Pro Forma Combined |
|||||||||||||||
(in thousands, except share and per share amounts) |
Thimble Point Acquisition Corp. |
Pear Therapeutics, Inc. |
Assuming No Redemptions |
Assuming Maximum Redemptions |
||||||||||||
As of and for the Six Months Ended June 30, 2021 (1) |
||||||||||||||||
Book value per share (2) |
($ | 0.91 | ) | ($ | 3.06 | ) | $1.88 | $0.77 | ||||||||
Weighted average common shares outstanding— basic and diluted |
n/a | 11,341,935 | 158,850,952 | 139,711,934 | ||||||||||||
Weighted average shares outstanding of Class A— basic and diluted |
27,600,000 | n/a | n/a | n/a | ||||||||||||
Weighted average shares outstanding of Class B— basic and diluted |
6,725,967 | n/a | n/a | n/a | ||||||||||||
Net loss per common share—basic and diluted |
n/a | ($ | 4.64 | ) | ($ | 0.38 | ) | ($ | 0.43 | ) | ||||||
Net income per Class A share—basic and diluted |
$ | — | n/a | n/a | n/a | |||||||||||
Net income per Class B share—basic and diluted |
($ | 1.09 | ) | n/a | n/a | n/a |
(1) | There were no cash dividends for either THMA or Pear in the period presented. |
(2) | Historical book value per share for THMA and Pear is calculated as permanent equity divided by the total number of outstanding shares classified in permanent equity. Pro forma book value per share is calculated as pro forma total stockholders’ equity divided by the total shares of the Post-Combination Company immediately after the Transactions under each scenario. |
• | The Business Combination Proposal Annex A |
• | The Charter Approval Proposal. Annex B |
• | The Governance Proposals non-binding advisory basis, separate proposals with respect to certain governance provisions in the Proposed Charter in accordance with SEC requirements; |
• | The Director Election Proposal |
• | The Nasdaq Proposal. |
• | The Incentive Plan Proposal. |
• | The Employee Stock Purchase Plan Proposal |
• | The Adjournment Proposal. |
• | If the Business Combination with Pear or another business combination is not consummated within the Combination Window, THMA will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the THMA Board, dissolving and liquidating. In such event, the 6,900,000 Founder Shares held by THMA’s Initial Stockholders, including 180,000 Founder Shares held by THMA’s independent directors and 180,000 Founder Shares held by THMA’s Advisors, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Initial Public Offering, would be worthless because THMA’s Initial Stockholders are not entitled to participate in any redemption or distribution with respect to such shares. The Founder Shares held by the Sponsor had an aggregate market value of $64,746,000 based upon the closing price of $9.90 per THMA Class A Common Share |
on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s independent directors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s Advisors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. |
• | The Sponsor purchased an aggregate of 5,013,333 Private Placement Warrants from THMA for an aggregate purchase price of $7,520,000 (or $1.50 per warrant). These purchases took place in a private placement simultaneously with the consummation of the Initial Public Offering. A portion of the proceeds THMA received from these purchases were placed in the Trust Account. The Private Placement Warrants had an aggregate market value of $4,562,133 based upon the closing price of $0.91 per public warrant on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The Private Placement Warrants would become worthless if THMA does not consummate a business combination within the Combination Window. |
• | No compensation of any kind, including finder’s and consulting fees, is paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, except for reimbursement for out-of-pocket out-of-pocket |
• | Our Chief Executive Officer and director, Elon Boms, is a Managing Director of the Pritzker Vlock Family Office and a manager of the Anchor Investor. Our Chief Operating Officer and director, Steven Benson is a Venture Partner with the Pritzker Vlock Family Office. Our Chief Financial Officer, Joseph Iannotta is the Controller of the Pritzker Vlock Family Office. Messrs Boms, Benson and Iannotta have led and assisted in, respectively, the evaluation of our business combination targets, including Pear, and the negotiation of our Business Combination with Pear. |
• | The Anchor Investor, an affiliate of the Pritzker Vlock Family Office, has entered into the Amended Forward Purchase Agreement with us, pursuant to which the Anchor Investor has agreed to purchase 2,300,000 THMA Class A Common Shares for a purchase price of $10.00 per share and at an aggregate purchase price of $23,000,000 (which amount may be increased under certain circumstances as described under “Other Agreements—Sponsor Agreement”). |
• | An entity affiliated with the Pritzker Vlock Family Office holds an indirect economic interest in the Sponsor and the Anchor Investor. |
• | We pay our Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team. Such arrangement will terminate upon the consummation of the Business Combination. |
• | Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business, with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. If THMA consummates the Business Combination, on the other hand, THMA will be liable for all such claims. |
• | THMA’s directors and officers, and their affiliates are entitled to reimbursement of out-of-pocket |
and investigating possible business targets and business combinations. However, if THMA fails to consummate a business combination within the Combination Window, they will not have any claim against the Trust Account for reimbursement. Accordingly, THMA may not be able to reimburse these expenses if the Business Combination or another business combination is not consummated within the Combination Window. |
• | Our Sponsor has also agreed, subject to certain exceptions, not to transfer 1,269,600 THMA Class B Shares held by it and to have 922,453 Private Placement Warrants held in trust, in each case, until such securities are released under the Sponsor Agreement. Pursuant to the Sponsor Agreement, (i) 423,200 of such Founder Shares and 307,485 of such Private Placement Warrants will vest upon THMA achieving $12.50 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, (ii) 423,200 of such Founder Shares and 307,484 of such Private Placement Warrants will be released upon THMA achieving $15.00 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, and (iii) 423,200 of such Founder Shares and 307,484 of such Private Placement Warrants will be released upon THMA achieving $17.50 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, in each case, during the Earn Out Period. Any such Founder Shares or Private Placement Warrants not released prior to the fifth anniversary of the Closing will be deemed to be forfeited. The Founder Shares held by the Sponsor’s directors and Advisors will not be subject to vesting or forfeiture. |
• | Following the Closing, our Sponsor would be entitled to the repayment of any outstanding working capital loan and advances that have been made to THMA. On June 21, 2021, THMA issued an unsecured promissory note (the “2021 Note”) in the principal amount of $1,000,000 to the Sponsor in exchange for up to $1 million in working capital loans, which is described in more detail in the section entitled “ Certain Relationships and Related Party Transactions |
• | The Sponsor and THMA’s directors, Advisors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares held by them if THMA fails to complete the Business Combination during the Combination Window (as defined below). See “ Information about THMA—Redemption of Public Shares and Liquidation if no Business Combination |
• | Subject to certain limited exceptions, the Private Placement Warrants will not be transferable until 30 days following the completion of the Business Combination. |
• | The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance. |
• | via the Internet; |
• | by telephone; |
• | by submitting a properly executed proxy card or voting instruction form by mail; or |
• | electronically at the Special Meeting. |
1. | sending another proxy card with a later date; |
2. | notifying THMA’s secretary in writing before the Special Meeting that you have revoked your proxy; or |
3. | attending the Special Meeting and voting electronically by visiting and entering the control number found on your proxy card, instruction form or notice you previously received. Attendance at the Special Meeting will not, in and of itself, revoke a proxy. |
• | Changes to Authorized Capital Stock — |
• | Required Vote to Amend or Repeal the Charter — two-thirds of the voting power of all then outstanding shares of capital stock of the Post-Combination Company entitled to vote thereon is required to amend or repeal the following provisions of the Proposed Charter: (i) Section 5.2 of the Proposed Charter relating to the number, election and term of the Post-Combination Company Board; (ii) Section 7.1 of the Proposed Charter relating to special meetings of stockholders of the Post-Combination Company; (iii) Section 7.3 of the Proposed Charter relating to actions by stockholders by written consent; and (iv) Article VIII of the Proposed Charter relating to the limitation of liability of directors; |
• | Required Vote to Amend or Repeal the Bylaws — two-thirds of the then outstanding shares of capital stock of the Post-Combination Company entitled to vote thereon; provided however , that if the Post-Combination Company Board recommends such amendment or repeal, such amendment would only require the affirmative vote of a majority of the then outstanding shares of capital stock of the Post-Combination Company; |
• | Director Removal — two-thirds of the then outstanding shares entitled to vote at an election of directors; |
• | Waiver of Section 203 of the DGCL — |
• | Name Change — |
• | Removal of Blank Check Company Provisions — |
Name |
Age |
Title | ||
Elon S. Boms |
40 | Chief Executive Officer and Chairman | ||
Steven J. Benson |
62 | Chief Operating Officer and Director | ||
Joseph Iannotta |
42 | Chief Financial Officer | ||
Michael J. Christenson |
62 | Director | ||
Megan M. FitzGerald |
50 | Director | ||
Henry S. Miller |
75 | Director |
• | assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors; |
• | reviewing the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
• | pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures; |
• | reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence; |
• | setting clear hiring policies for employees or former employees of the independent auditors; |
• | setting clear policies for audit partner rotation in compliance with applicable laws and regulations; |
• | obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
• | meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; |
• | reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and |
• | reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
• | reviewing and making recommendations to our board of directors with respect to (or approving, if such authority is so delegated by our board of directors) the compensation, and any incentive compensation and equity based plans that are subject to board approval of all of our other officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
• | producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
Weighted Average Exercise Price of Outstanding Options, Warrants and Rights |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans |
|||||||||
Equity compensation plans approved by security holders |
— | — | — | |||||||||
Equity compensation plans not approved by security holders |
— | — | — |
Six Months Ended June 30, 2021 (Unaudited) |
Period from December 1, 2020 (inception) through December 31, 2020 (Audited) |
|||||||
Condensed Statements of Operations: |
||||||||
Operating and formation costs |
$ | 2,974,830 | $ | 2,177 | ||||
|
|
|
|
|||||
Loss from operations |
(2,974,830 | ) | (2,177 | ) | ||||
|
|
|
|
|||||
Other expense: |
||||||||
Interest earned on marketable securities held in Trust Account |
15,739 | — | ||||||
Change in fair value of warrants |
(4,406,133 | ) | — | |||||
Change in fair value of promissory note |
11,600 | — | ||||||
Unrealized gain on marketable securities held in Trust Account |
4,595 | — | ||||||
|
|
|
|
|||||
Other expense, net |
(4,374,199 | ) | — | |||||
|
|
|
|
|||||
Loss before (provision for) benefit from income taxes |
(7,349,029 | ) | — | |||||
|
|
|
|
|||||
(Provision for) benefit from income taxes |
— | — | ||||||
|
|
|
|
|||||
Net loss |
$ | (7,349,029 | ) | $ | — | |||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, THMA Class A common stock subject to possible redemption |
27,600,000 | — | ||||||
|
|
|
|
|||||
Basic and diluted net loss per share, THMA Class A common stock subject to possible redemption |
$ | 0.00 | $ | 0.00 | ||||
|
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
6,725,967 | 6,000,000 | ||||||
Basic and diluted net loss per share, Non-redeemable common stock |
$ | (1.09 | ) | $ | — | |||
|
|
|
|
June 30, 2021 (Unaudited) |
December 31, 2020 (Audited) |
|||||||
Balance Sheet Data: |
||||||||
Cash |
$ | 1,345,945 | $ | — | ||||
Total Assets |
277,782,674 | 310,450 | ||||||
Total Liabilities |
33,250,310 | 287,627 | ||||||
THMA Class A common stock subject to possible redemption 27,600,000 shares at June 30, 2021 (at redemption value of $10 per share) |
276,000,000 | — | ||||||
Total Stockholders’ (Deficit) Equity |
(31,467,636 | ) | 22,823 |
• | may significantly dilute the equity interest of investors in the Initial Public Offering, which dilution would increase if the anti-dilution provisions in the Class B common stock resulted in the issuance of Class A shares on a greater than one-to-one |
• | may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock; |
• | could cause a change of control if a substantial number of shares of our common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
• | may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us; and |
• | may adversely affect prevailing market prices for our Class A common stock and/or warrants. |
• | default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand; |
• | our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding; |
• | our inability to pay dividends on our common stock; |
• | using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
• | limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
• | increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
• | limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
• | each person who is, or is expected to be, the beneficial owner of more than 5% of the outstanding THMA Class A Common Shares; |
• | each of THMA’s executive officers and directors; |
• | each person who will (or is expected to) become an executive officer or director of the Post-Combination Company; and |
• | all current executive officers and directors of THMA, as a group, and all executive officers and directors of the Post-Combination Company, as a group. |
Pre-Business Combination |
Post-Business Combination |
|||||||||||||||||||||||
THMA Class A Common Shares |
Assuming No Redemption |
Assuming Maximum Redemptions |
||||||||||||||||||||||
Name and Address of Beneficial Owners (1) |
Number of Shares (2) |
% |
Number of Shares |
% |
Number of Shares |
% |
||||||||||||||||||
Directors and Executive Officers of THMA |
||||||||||||||||||||||||
LJ10 LLC (our Sponsor) (3) |
6,540,000 | 19.0 | % | 6,540,000 | 4.1 | % | 6,540,000 | 4.9 | % | |||||||||||||||
Elon S. Boms (3) |
— | — | — | — | — | — | ||||||||||||||||||
Steven J. Benson (3) |
— | — | — | — | — | — | ||||||||||||||||||
Joseph Iannotta (3) |
— | — | — | — | — | — | ||||||||||||||||||
Michael J. Christenson (4) |
60,000 | * | 60,000 | * | 60,000 | * | ||||||||||||||||||
Meghan M. Fitzgerald (4) |
60,000 | * | 60,000 | * | 60,000 | * | ||||||||||||||||||
Henry S. Miller (4) |
60,000 | * | 60,000 | * | 60,000 | * | ||||||||||||||||||
All directors and executive officers as a group (six individuals) |
180,000 | * | 180,000 | * | 180,000 | * | ||||||||||||||||||
Directors and Executive Officers of the Post-Combination Company |
||||||||||||||||||||||||
Corey McCann, M.D., Ph.D (5) |
— | — | 10,874,334 | 6.8 | % | 10,874,334 | 8.2 | % | ||||||||||||||||
Christopher D.T. Guiffre, J.D., M.B.A (6) |
— | — | 680,691 | * | 680,691 | * | ||||||||||||||||||
Erin K. Brenner (7) |
— | — | 199,319 | * | 199,319 | * | ||||||||||||||||||
Katherine Jeffery (8) |
— | — | 169,711 | * | 169,711 | * | ||||||||||||||||||
Yuri Maricich (9) |
— | — | 538,394 | * | 538,394 | * | ||||||||||||||||||
Ronan O’Brien (10) |
— | — | 333,876 | * | 333,876 | * | ||||||||||||||||||
Julia Strandberg (11) |
— | — | 385,008 | * | 385,008 | * | ||||||||||||||||||
Alison Bauerlein |
— | — | — | — | — | — | ||||||||||||||||||
Jorge Gomez |
— | — | — | — | — | — | ||||||||||||||||||
Zack Lynch (12) |
— | — | 10,840,192 | 6.8 | % | 10,840,192 | 8.2 | % | ||||||||||||||||
Kirthiga Reddy |
— | — | — | — | — | — | ||||||||||||||||||
Nancy Schlichting |
— | — | — | — | — | — | ||||||||||||||||||
Andrew Schwab (13) |
— | — | 18,707,231 | 11.7 | % | 18,707,231 | 14.1 | % | ||||||||||||||||
All directors and executive officers as a group (13 individuals) |
— | — | 42,728,756 | 26.3 | % | 42,728,756 | 31.8 | % | ||||||||||||||||
Five Percent Holders |
||||||||||||||||||||||||
TLS Beta Pte. Ltd. (14) |
— | — | 26,905,529 | 16.8 | % | 26,905,529 | 20.3 | % | ||||||||||||||||
5AM Ventures IV, L.P. and affiliated funds (15) |
— | — | 18,707,231 | 11.7 | % | 18,707,231 | 14.1 | % | ||||||||||||||||
SVF II AIV (DE) LLC (16) |
— | — | 12,147,569 | 7.6 | % | 12,147,569 | 9.2 | % | ||||||||||||||||
Arboretum Ventures IV, L.P. (17) |
— | — | 10,903,467 | 6.8 | % | 10,903,467 | 8.2 | % | ||||||||||||||||
JAZZ Human Performance Technology Fund, L.P. and affiliated funds (18) |
— | — | 10,810,624 | 6.8 | % | 10,810,624 | 8.2 | % |
* | Less than one percent. |
(1) | Unless otherwise noted, the business address of each of the directors and executive officers of THMA is c/o Thimble Point Acquisition Corp., 195 Church Street, 15th Floor, New Haven, Connecticut 06510. Unless otherwise noted, the business address of each of the directors and executive officers of the Post-Combination Company is c/o Pear Holdings Corp., 200 State Street, Boston, Massachusetts 02109. |
(2) | Percentage shown calculated using THMA Class A Common Shares and THMA Class B Common Shares on an as converted basis. Such THMA Class B Common Shares will automatically convert into Class A |
Stock concurrently with or immediately following the consummation of our initial business combination on a one-for-one . |
(3) | LJ10 LLC, THMA’s Sponsor, is the record holder of the shares reported herein. Elon S. Boms and two other managers are the three managers of the Sponsor’s board of managers. Any action by the Sponsor with respect to THMA or the THMA Class B Common Shares, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called “rule of three”, because voting and dispositive decisions are made by a majority of the managers, none of the named managers is deemed to be a beneficial owner of securities held by the Sponsor, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on the Sponsor’s board of managers is deemed to have or share beneficial ownership of the Founder Shares held by our sponsor. Includes 1,269,600 THMA Class B Shares that are subject to the terms of the Sponsor Agreement pursuant to which such shares are subject to forfeiture if certain price targets for THMA’s Class A Common Shares are not met during the period between the date that is 90 days following the closing of the Business Combination and the fifth anniversary of the closing of the Business Combination. |
(4) | Consists of 50,000 THMA Class B Common Shares transferred to each of the independent directors of THMA in January 2021 by the Sponsor, which were then subject to a 1.2-for-1 |
(5) | Consists of 10,874,334 THMA Class A Common Shares. |
(6) | Consists of options to purchase up to 680,691 THMA Class A Common Shares which have vested or which will vest within 60 days of the Ownership Date. |
(7) | Consists of options to purchase up to 199,319 THMA Class A Common Shares which have vested or which will vest within 60 days of the Ownership Date. |
(8) | Consists of options to purchase up to 169,711 THMA Class A Common Shares which have vested or which will vest within 60 days of the Ownership Date. |
(9) | Consists of 73,922 THMA Class A Common Shares and options to purchase up to 464,472 THMA Class A Common Shares which have vested or which will vest within 60 days of the Ownership Date. |
(10) | Consists of options to purchase up to 333,876 THMA Class A Common Shares which have vested or which will vest within 60 days of the Ownership Date. |
(11) | Consists of options to purchase up to 385,008 THMA Class A Common Shares which have vested or which will vest within 60 days of the Ownership Date. |
(12) | Consists of 10,810,624 THMA Class A Common Shares identified in footnote 18 over which Mr. Lynch may be deemed to beneficially own and options to purchase up to 29,568 THMA Class A Common Shares which have vested or which will vest within 60 days of the Ownership Date. Mr. Lynch disclaims beneficial ownership of the shares identified in footnote 18 except to the extent of his pecuniary interest therein. |
(13) | Consists of 18,707,231 THMA Class A Common Shares identified in footnote 15 over which Mr. Schwab may be deemed to beneficially own. Mr. Schwab disclaims beneficial ownership of the shares identified in footnote 15 except to the extent of his pecuniary interest therein. |
(14) | Consists of 26,905,529 THMA Class A Common Shares held by TLS Beta Pte. Ltd. TLS Beta Pte. Ltd. is ultimately owned by Temasek Holdings Private Limited, which in turn is wholly-owned by the Singapore Minister of Finance (Incorporated). The address of TLS Beta Pte. Ltd. is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore. |
(15) | Consists of 14,708,613 THMA Class A Common Shares held by 5AM Ventures IV, L.P. (“ Ventures IV ”), as to which Ventures IV has shared voting and dispositive power, 612,859 THMA Class A Common Shares held by 5AM Co-Investors IV, L.P. (“Co-Investors IVCo-Investors IV has shared voting and dispositive power and 3,385,759 THMA Class A Common Shares held by 5AM Opportunities I, L.P. (“Opportunities I ”), as to which Opportunities I has shared voting and dispositive power. 5AM Partners IV, LLC (“Partners IV ”) is the sole general partner of Ventures IV and Co-Investors IV. Dr. John Diekman, Andrew Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV and, along with Partners IV, have shared voting and investment power over the shares beneficially owned by Ventures IV and Co-Investors IV. Andrew Schwab, one of our directors, is an affiliate of Ventures IV. Each of Partners IV, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or their recurring interest therein. 5AM Opportunities I (GP), LLC is the general partner of |
Opportunities I and may be deemed to have sole investment and voting power over the shares held by Opportunities I. Andrew Schwab and Dr. Kush Parmar are the managing members of 5AM Opportunities I (GP), LLC, and may be deemed to share voting and dispositive power over the shares held by Opportunities I. The address of all entities affiliated with 5AM Ventures is 501 2nd Street, Suite 350, San Francisco, CA 94107. |
(16) | Consists of 12,147,569 THMA Class A Common Shares held by SVF II AIV (DE) LLC (“ SVF ”). SB Investment Advisers (UK) Limited (“SBIA UK ”) has been appointed as alternative investment fund manager (“AIFM ”) and is exclusively responsible for managing SoftBank Vision Fund II in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SoftBank Vision Fund II, SBIA UK is exclusively responsible for making all final decisions related to the acquisition, structuring, financing, voting and disposal of SoftBank Vision Fund II’s investments, including as held by SVF. The address for SVF is c/o SB Investment Advisers (US) Inc., 1 Circle Star Way, 2F, San Carlos, CA 94070. |
(17) | Consists of 10,903,467 THMA Class A Common Shares held by Arboretum Ventures IV, L.P. (“ AV IV ”). Arboretum Investment Manager IV, LLC (“AIM IV ”) is the general partner of AV IV. Jan L. Garfinkle, Timothy B. Petersen and Paul McCreadie are the managing members of AIM IV and share voting and dispositive power with respect to the shares held by AV IV. Ms. Garfinkle and Messrs. Petersen and McCreadie disclaim beneficial ownership of the shares held by AV IV, except to the extent of their pecuniary interest therein. The address of the principal place of business of each of these entities and individuals is 303 Detroit Street, Suite 301, Ann Arbor, Michigan 48104. |
(18) | Consists of 9,721,269 THMA Class A Common Shares held by JAZZ Human Performance Technology Fund, L.P. (“ Jazz Technology ”) and 1,089,355 THMA Class A Common Shares held by JAZZ Human Performance Opportunity Fund, L.P (“Jazz Opportunity ”). Jazz Human Performance Technology GP, LLC (“Jazz Technology GP ”) is the general partner of Jazz Technology. Andrew Firlik, John Harris, Zack Lynch and John Spinale are the managing members of Jazz Technology GP and share voting and dispositive power with respect to the shares held by Jazz Technology. Each of Messrs. Firlik, Harris, Lynch and Spinale disclaim beneficial ownership of the shares held by Jazz Technology, except to the extent of their pecuniary interest therein. JAZZ Human Performance Opportunity GP, LLC (“Jazz Opportunity GP ”) is the general partner of Jazz Opportunity. Andrew Firlik, John Harris, Zack Lynch and John Spinale are the managing directors of Jazz Opportunity GP and share voting and dispositive power with respect to the shares held by Jazz Opportunity. Each of Messrs. Firlik, Harris, Lynch and Spinale disclaim beneficial ownership of the shares held by Jazz Opportunity, except to the extent of their pecuniary interest therein. Mr. Lynch, one of our directors, is an affiliate of Jazz Technology and Jazz Opportunity. The address of the principal place of business of each of these entities and individuals is 548 Market Street, #27799, San Francisco, CA 94104. |
• | being the first mover and leader in the PDT space, defining the industry via the first three FDA-authorized products. |
• | having products in major markets, with reSET and reSET-O for the treatment of addiction, and Somryst for the treatment of chronic insomnia, with the potential to address, in the aggregate, more than 50 million US patients and more than 850 million patients worldwide. |
• | having a deep and broad pipeline of PDTs, with 14 product candidates with the potential to redefine care across a range of therapeutic areas via diverse mechanisms of action. |
• | having the first scalable end-to-end |
• | demonstrating adoption by patients, clinicians, and payors, which could be leveraged across various future opportunities. |
• | reSET is authorized in the United States and Singapore for the treatment of substance use disorder related to alcohol, cannabis, cocaine, and stimulants (such as methamphetamine). |
• | reSET-O is authorized for use in combination with buprenorphine in the United States for the treatment of opioid use disorder and was the first PDT to receive FDA Breakthrough Designation. |
• | Somryst is the only software-based FDA-authorized and guideline-recommended treatment for chronic insomnia and the first PDT submitted through FDA’s traditional 510(k) pathway while simultaneously being reviewed as part of FDA’s Software Precertification Pilot Program. |
• | Gamification of reSET-O, which is an outpatient-based, randomized-controlled, open-label study conducted at two addiction treatment programs of a gamified-version of reSET-O. This trial is partially supported by a grant from the National Institute on Drug Abuse. The study objectives are (i) to evaluate participant engagement data [Time Frame: From Week 1 to Week 8 (End of Treatment)], and (ii) to evaluate the number of active sessions per week between PEAR-008 (gamification version) and reSET-O. |
• | DREAM, which is an open-label, 9-week treatment, de-centralized trial to collect real-world evidence for Somryst. The study objectives are (i) to measure the change in the Insomnia Severity Index (ISI) |
[Time Frame: From baseline to Day 63 (End of Treatment) and Days 243 and 428 (Follow-up)], and (ii) to measure the change in the ISI total score from baseline to end of treatment and follow-up. The ISI’s total score ranges from 0 (not clinically significant) to 28 (clinically significant). |
• | Capitalize on our leadership position in the PDT market |
• | Continue to invest in our efforts to create the primary commercial platform through which patients and clinicians access PDTs. capital-efficient model across our existing portfolio and downstream pipeline. To date, our sales, marketing, and medical affairs teams have engaged with more than 800 clinicians who have written prescriptions for one or more of our three FDA-authorized products. We expect that number will grow proportionally in response to increasing traction with payors and growth in the number of commercially available PDTs. In addition, we recently began piloting direct-to-patient |
• | Establish reimbursement pathways. covered lives ”) providing access to our three FDA-authorized products via listing on formulary, as a covered benefit, bulk purchase, or funding a study. Pear’s payor strategy focuses across all major payor channels, including employers, Integrated Delivery Networks (“IDNs ”), pharmacy benefit managers (“PBMs ”), commercial payors, and government payors including Medicaid and Medicare. |
• | Opportunistically license and acquire PDT product candidates and host third -party PDT products.multi-product Pear MD™ Clinician Dashboards and technology infrastructure. This has the potential to create a PDT marketplace for all patients to access safe, effective, and secure digital therapeutics. We believe we will be the acquirer and licensing partner of choice for other PDT companies and academia. Our development platform is designed to bring product candidates through development, and our commercialization platform could afford long-term commercial success. We will continue to opportunistically pursue acquisitions and licensing opportunities to grow our developmental pipeline. Pear’s experience developing and guiding PDTs through the regulatory review process, as well as our scalable platform, provide a foundation on which Pear could potentially develop and host more than a hundred additional PDTs. |
• | Protect our intellectual property. |
• | Expand outside the United States. ex-U.S. partners who would commercialize specific products in specific regions. We plan on evaluating potential partners on a geography-by-geography |
• | The ongoing burden of chronic disease. |
• | There is a pronounced shortage of clinicians |
• | There is a rapid patient and clinician adoption of digital for healthcare delivery such as telemedicine . COVID-19 pandemic to 80% post-quarantine. |
• | There is pervasive use of technology |
1. | Patients |
2. | Clinicians |
3. | Payors |
• | Pear is pioneering the PDT industry. FDA-authorized PDTs and has been developing PDTs since 2013. |
• | Pear leverages our data aggregation capabilities. FDA-authorized PDTs. We believe it will enable us to continue to bring additional FDA-authorized PDTs to market across a breadth of indications. |
• | Pear developed a reproducible process for cost-effective development and regulatory review of PDTs GMP-compliant environment. Due to our remote clinical trial infrastructure, we are able to conduct clinical trials without the need for external sites and develop our products iteratively, which both accelerates timelines and reduces costs. This iterative product development paradigm contrasts with traditional drug development in which a molecule that enters the clinic cannot be improved or adapted along the way. |
• | Pear utilizes a relatively lean and efficient salesforce to target customers at the enterprise level. key-account management approach to pursuing IDNs, health systems, academic teaching hospitals, and large addiction clinics and systems. This is a capital-efficient and scalable model that allows for accelerated growth. As we secure additional reimbursement contracts with payors, we will seek to accelerate revenue growth through increased investment in sales and marketing. Pear currently promotes reSET and reSET-O using a small specialty salesforce and targeted marketing budget. Despite our lean salesforce and budget, our commercialization efforts have resulted in over 700 clinicians across 32 states who have prescribed reSET and reSET-O over 20,000 times since launch. Pear currently boasts patient and prescriber satisfaction scores of 89% and 82%, respectively, which validates our approach. The results achieved by reSET and reSET-O provide Pear with a strong foundation to achieve scalable and sustainable sales over time. Pear currently promotes Somryst via a direct-to-consumer |
• | Pear is building a robust IP portfolio |
• | Pear has a diverse and scalable management team that is pioneering the PDT space |
• | The first is an addiction-specific form of cognitive behavioral therapy, called a community reinforcement approach (“ CRA ”), that moves patients from actively using a substance to reducing and |
ultimately discontinuing use. CRA is a form of treatment that integrates cognition and learning with treatment techniques. CRA is based on the insight that cognitive, emotional, and behavioral variables are functionally interrelated. Treatment is aimed at identifying and modifying the patient’s maladaptive thought processes and problematic behaviors through cognitive restructuring and behavioral techniques to achieve change. Disease-specific CRA targets the associated neurocircuitry for addiction, harnessing adaptive neuroplasticity. reSET is comprised of 61 interactive modules (31 core and 30 supplement modules). Core modules focus on key CRA concepts to build skills to support behavior change and prevent relapse. Supplemental modules provide more in-depth information on specific topics such as relationship skills and living with a disease. |
• | The second is fluency training, which assesses proficiency and reinforces concept mastery. Fluency training supports the ability of the patient to apply their learnings in moments of stress to facilitate their treatment and ultimate recovery. |
• | The third is contingency management, which is a positive reinforcement mechanism. CM induces a dopamine response directly competing with the negative response induced by substance use. It does this by rewarding healthy behaviors and key outcomes such as engagement in treatment and reduced substance use through a clinical algorithm. |
Outcomes |
TAU |
rTAU+reSET |
p-value |
|||||||||
Abstinence: All patients |
17.6 | % | 40.3 | % | 0.0004 | |||||||
Abstinence: Non-abstinent at study start |
3.2 | % | 16.1 | % | 0.0013 | |||||||
Retention in treatment: All patients |
63.2 | % | 76.2 | % | 0.0042 |
TAU |
rTAU+PDT |
p-value |
||||||||||
Number of Adverse Events |
29 | 37 | ||||||||||
% of Adverse Events |
11.5 | % | 14.5 | % | 0.3563 |
• | All patients received 30 minutes of face-to-face |
• | Patients provided urine samples three times per week to objectively monitor substance use. |
• | Primary endpoints were: |
• | retention in treatment, and |
• | no substance use (during last four weeks). |
TAU + PDT |
TAU |
p-value |
||||||||||
Retention |
82.4 | % | 68.4 | % | 0.02 | |||||||
No Substance Use (last 4 weeks) |
77.3 | % | 62.1 | % | 0.03 |
• | Patients in the 40-49 age range had highest level of “Active” days of treatment. |
• | 80% of patients completed at least 25% of core modules, 66% completed half of all core modules, and 49% completed all core modules across the entire cohort of patients. |
• | Patients exhibited usage of reSET-O across a 24-hour period, including before and after clinic hours, at times when clinicians would not traditionally be available. |
• | Over 70% of patients were retained in reSET-O treatment and continued to use their PDT during the last 4 weeks. |
• | 91% of the patients were “responders”, meaning 80% of their self-reports and urine drug screens (“UDS”) were negative for illicit opioid use. |
• | Patient engagement on reSET-O was higher than other products as shown in the chart below. |
• | Sleep restriction and consolidation reduces the time it takes to fall-to-sleep |
• | Cognitive restructuring teaches patients to identify maladaptive thought patterns related to sleep circuits and replace and strengthen healthy neurocircuits. |
• | Stimulus control teaches patients to identify behaviors, thoughts, and practices that increase arousal and limit sleep and then to correct those behaviors. |
• | Somryst has been examined in an aggregate of 29 completed and ongoing studies. FDA submission and authorization was supported by two RCTs with an aggregate of more than 1,400 adults with chronic insomnia. The data from the RCTs showed a 45% decrease in the severity of insomnia symptoms, a 50% decrease in depression symptoms and nearly a 45% decrease in anxiety symptom. It has also demonstrated durable effect on insomnia, depression, and anxiety for up to 18 months. |
• | In a clinical trial of 303 patients with chronic insomnia (Study 1), those on treatment demonstrated clinically meaningful improvements in insomnia severity, SOL (time to fall asleep), and WASO (time awake at night) at the end of treatment, as well as at six and 12 months follow-up compared to active control. Results of the study were published in JAMA Psychiatry. |
• | In a separate study of 1,149 adult patients with chronic insomnia and depressive symptoms (Study 2), those on treatment for nine weeks saw a significant reduction in insomnia severity measurements compared to controls. |
• | Difficulty initiating sleep; |
• | Difficulty maintaining sleep, characterized by frequent awakenings or problems returning to sleep after awakenings; and |
• | Early-morning awakening with inability to return to sleep |
• | The sleep disturbance causes clinically significant distress or impairments in social, occupational, educational, academic, behavioral, or other important areas of functioning; |
• | The sleep difficulty occurs at least 3 nights per week; |
• | The sleep difficulty is present for at least 3 months; |
• | The sleep difficulty occurs despite adequate opportunity for sleep; |
• | The insomnia cannot be explained by and does not occur exclusively during the course of another sleep-wake disorder; |
• | The insomnia is not attributable to the physiological effects of a drug of abuse or medication; and |
• | Coexisting mental disorders and medical conditions do not adequately explain the predominant complaint of insomnia |
Time of Assessment |
Somryst Group |
Control Group |
p-value |
|||||||||
End of Treatment Period (Week 9) |
52.6 | % | 16.9 | % | <0.0001 | |||||||
Month 6 Follow-Up |
59.6 | % | 35.7 | % | 0.0002 | |||||||
Month 12 Follow-Up |
69.7 | % | 43.0 | % | <0.0001 |
Time of Assessment |
Somryst Group |
Control Group |
p-value |
|||||||||
End of Treatment Period (Week 9) |
62.8 | % | 14.0 | % | <0.0001 | |||||||
Month 6 Follow-Up |
56.2 | % | 18.9 | % | <0.0001 | |||||||
Month 12 Follow-Up |
59.3 | % | 25.2 | % | <0.0001 |
1) | Alcohol Use Disorder Product Candidate |
• | Current Stage: Proof of concept |
• | Patient Population: Alcohol Use Disorder |
• | Description of Therapeutic Modality and Method of Action (“MoA”): |
i. | Mobile Device |
ii. | reSET-A is a multimodal PDT candidate that delivers digital CRA, Fluency Training, CM and Behavioral Activation and validated assessments to improve clinical outcomes of AUD |
• | Expected Use: Alone (“monotherapy”) with potential for future combination (“combination therapy”) |
• | Objective: To develop a PDT that could be used alone or in combination with another medication to treat patients with AUD |
• | Current Status and Next Steps: This product candidate is at POC stage. Pear is currently evaluating data to determine the next steps. |
• | Risks and Uncertainties: There are limited therapies for AUD currently and no existing FDA-market authorized PDTs for AUD on the market. For example, it is uncertain that further clinical testing would support the safety and effectiveness of the product and its market authorization, or whether the product, if authorized, would be receive reimbursement from third party payors. |
2) | Schizophrenia Product Candidate |
• | Current Stage: Pivotal (completed Proof of concept stage) |
• | Patient Population: Psychotic Spectrum Disorders including patients with schizophrenia |
• | Description of Therapeutic Modality and MoAs: |
i. | Mobile Device |
ii. | Pear-004 is a multimodal PDT candidate that delivers BA, cognitive restructuring, illness self-management, cognitive behavioral therapy, and validated assessments to improve clinical outcomes in patients with schizophrenia |
• | Expected Use: Combination therapy with antipsychotics |
• | Objective: To develop a PDT that could be used in combination with pharmacotherapy to treat patients with schizophrenia |
• | Current Status and Next Steps This product candidate has completed the POC stage and is ready for a potential pivotal randomized clinical trial to support potential FDA submission. Pear has development plans outlining specific types of studies and purposes, but the clinical trial planning has not commenced. |
• | Risks and Uncertainties: There are many failures of therapeutics while in development for schizophrenia and/or psychotic spectrum disorder. There are no existing FDA-market authorized PDTs for schizophrenia on the market. |
3) | Anxiety Product Candidate |
• | Current Stage: Proof of concept |
• | Patient Population: Generalized Anxiety Disorder (“GAD”) |
• | Description of Therapeutic Modality and MoAs: |
i. | Mobile Device |
ii. | Multimodal PDT candidate that delivers Panic Modulation (A digitized form of psychotherapy where the patient is instructed and learns to employ mechanisms of modulating their fear, anxiety or panic response to stimuli to desensitize them to future exposures to the inciting stimuli), BA, CBT, sleep hygiene and stimulus control plus medication management and validated assessments to improve clinical outcomes in patients with anxiety disorder |
• | Expected Use: Potential for monotherapy and combination therapy |
• | Objective: To develop a PDT that could be used alone and/or in combination with pharmacotherapy to treat patients with anxiety disorder |
• | Current Status and Next Steps: This product candidate is at the POC stage and is ready for a potential pivotal randomized clinical trial, which is the next step to support potential FDA submission. Pear has development plans outlining specific types of studies and purposes, but the clinical trial planning has not commenced. |
• | Risks and Uncertainties: There are many failures of therapeutics while in development for psychiatric diseases like Anxiety-Spectrum Disorders. There are no existing FDA-market authorized PDTs for anxiety on the market. |
4) | Depression Product Candidate |
• | Current Stage: Discovery |
• | Patient Population: Major Depressive Disorder and additional Depression populations |
• | Description of Therapeutic Modality and MoAs: |
i. | Mobile Device |
ii. | Multimodal PDT candidate that delivers CBT, BA with Ecologic Momentary Assessment (repeated sampling of a patient’s behaviors and experiences on which brief interventions by the software are delivered), sleep content plus medication and validated assessments to improve clinical outcomes in patients with depression |
• | Expected Use: Potential for monotherapy and combination therapy |
• | Objective: To develop a PDT that could be used alone and/or in combination with pharmacotherapy to treat patients with Depression |
• | Current Status and Next Steps: This product candidate is at the Discovery stage. It will require clinical studies, and if promising, would then in the future be evaluated in a potential pivotal clinical trial to support potential FDA submission. |
• | Risks and Uncertainties: There are many failures of therapeutics while in development for psychiatric diseases like Depression. There are no existing FDA-market authorized PDTs for Depression on the market. |
• | each potential therapeutic must achieve levels of use by the patient in their disease population sufficient for the evidence-based treatment or mechanism of action to exert its behavioral and/or biologic effect. If levels of product use or engagement are not high enough a study may not be successful and a product candidate may not be viable; |
• | even if patients do engage at sufficient levels, the proposed evidence-based treatment or scientific mechanism of action may not be effective in achieving the desired clinical outcome; |
• | clinical trials may fail for numerous reasons including operational complexities, difficulty in measurement, challenges in enrollment, adverse events and safety events, poor endpoints, variabilities amongst sites, protocol deviations, and many others; and |
• | the technology, such as algorithms or engineering, may fail. |
• | 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 federal False Claims Act or federal civil money penalties. On December 2, 2020, the Office of Inspector General (“ OIG ”) published further modifications to the federal Anti-Kickback Statute. Under the final rules, OIG added safe harbor protections under the Anti-Kickback Statute for certain coordinated care and value-based arrangements among clinicians, providers, and others. This rule, with certain exceptions, became effective January 19, 2021. Implementation of this change is currently under review by the Biden administration and may be amended or repealed. Pear continues to evaluate what effect, if any, the rule will have on Pear’s business; |
• | the federal civil and criminal false claims laws and civil monetary penalty laws, such as the federal False Claims Act, 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 federal False Claims Act even when they do not submit claims directly to government payors if they are deemed to “cause” the submission of false or fraudulent claims. The federal False Claims Act also permits a private individual acting as a “whistleblower” to bring actions on behalf of the federal government alleging violations of the federal False Claims Act and to share in any monetary recovery; |
• | the federal 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 payor (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 United States 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 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 will extend to include transfers of value made to certain non-physician providers such as physician assistants and nurse practitioners; and |
• | federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers. |
• | Additionally, Pear is subject to state 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 payor. Many states in the United States have adopted laws similar to the federal Anti-Kickback Statute and False Claims Act, and may apply to Pear’s business practices, including, but not limited to, research, distribution, sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental payors, including private insurers. Several states also impose other marketing restrictions or require medical device manufacturers to make marketing or price disclosures to the state, and may also require that medical device manufacturers, such as Pear, maintain licenses to manufacture and/or distribute products within their state. State laws 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 Pear fails to comply with an applicable state law requirement, Pear could be subject to penalties. |
• | cease and desist orders; |
• | injunctions or consent decrees; |
• | civil monetary penalties; |
• | recall, detention or seizure of products; |
• | operating restrictions, partial or total shutdown of production facilities; |
• | refusal of or delay in granting requests for 510(k) clearance, de novo authorization, or premarket approval of new products or modified products; |
• | withdrawing 510(k) clearances, de novo authorizations, or premarket approvals that are already granted; |
• | refusal to grant export approval or export certificates for devices; and |
• | criminal prosecution. |
• | 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, design, development, distribution, and labeling process; |
• | labeling regulations and 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 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 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 Pear’s 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 clearance, authorization, and/or approvals that have already been granted; and |
• | criminal prosecution. |
Name |
Age |
Title | ||||
Corey McCann, M.D., Ph.D. |
42 | Chief Executive Officer, President and Director | ||||
Christopher D.T. Guiffre, J.D., M.B.A |
52 | Chief Financial Officer, Chief Operating Officer, Treasurer and Assistant Secretary | ||||
Erin K. Brenner |
47 | Chief Product Development Officer | ||||
Katherine Jeffery |
53 | Chief People Officer | ||||
Yuri Maricich, M.D., M.B.A |
40 | Chief Medical Officer & Head of Development | ||||
Ronan P. O’Brien, J.D. |
49 | General Counsel and Secretary | ||||
Julia Strandberg, M.B.A |
46 | Chief Commercial Officer | ||||
Jorge Gomez, M.B.A |
53 | Director | ||||
Zack Lynch |
49 | Director | ||||
Timothy Petersen |
57 | Director | ||||
Nancy Schlichting |
66 | Director | ||||
Andrew Schwab |
50 | Director | ||||
Elena Viboch |
34 | Director |
Six Months Ended June 30, |
Years Ended December 31, |
|||||||||||||||
2021 |
2020 |
2020 |
2019 |
|||||||||||||
(in thousands, except per share amounts) |
(Unaudited) |
(Unaudited) |
(Audited) |
(Audited) |
||||||||||||
Statement of Operations Data: |
||||||||||||||||
Total revenue |
$ | 1,577 | $ | 9,274 | $ | 9,384 | $ | 32,562 | ||||||||
Total cost and operating expenses |
44,677 | 38,281 | 86,028 | 64,165 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(43,100 | ) | (29,007 | ) | (76,644 | ) | (31,603 | ) | ||||||||
Other income (expenses): |
||||||||||||||||
Interest and other (expense) income, net |
(2,044 | ) | 115 | (1,767 | ) | 1,416 | ||||||||||
Change in estimated value of warrant liabilities |
(5,397 | ) | (20 | ) | (795 | ) | (1 | ) | ||||||||
Loss on issuance of convertible preferred stock |
(2,053 | ) | — | (16,819 | ) | — | ||||||||||
Amortization of deferred gain on note payable |
— | — | — | 544 | ||||||||||||
(Loss) gain on extinguishment of debt |
— | (998 | ) | (998 | ) | 20,310 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (52,594 | ) | $ | (29,910 | ) | $ | (97,023 | ) | $ | (9,334 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Loss on repurchase of convertible preferred stock |
$ | — | $ | — | $ | (11,053 | ) | $ | — | |||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to common shareholders |
$ | (52,594 | ) | $ | (29,910 | ) | $ | (108,076 | ) | $ | (9,334 | ) | ||||
|
|
|
|
|
|
|
|
|||||||||
Net loss per share—basic and diluted |
$ | (4.64 | ) | $ | (2.00 | ) | $ | (7.32 | ) | $ | (0.63 | ) | ||||
|
|
|
|
|
|
|
|
June 30, |
December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
(in thousands) |
(Unaudited) |
(Audited) |
(Audited) |
|||||||||
Balance Sheet Data: |
||||||||||||
Cash and cash equivalents |
$ | 92,219 | $ | 110,900 | $ | 27,415 | ||||||
Working capital, net (1) |
57,808 |
85,371 | 89,877 | |||||||||
Total assets |
111,363 | 132,366 | 109,692 | |||||||||
Short-term debt, net (2) |
26,654 | 26,345 | 4,444 | |||||||||
Total liabilities |
53,166 | 45,250 | 30,908 | |||||||||
Convertible preferred stock |
291,392 | 269,422 | 144,827 | |||||||||
Total stockholders’ deficit |
(233,195 | ) | (182,306 | ) | (66,043 | ) | ||||||
Statement of Cash Flows Data: |
||||||||||||
Net cash used in operating activities |
$ | (43,866 | ) | $ | (67,893 | ) | $ | (36,596 | ) |
June 30, |
December 31, |
|||||||||||
2021 |
2020 |
2019 |
||||||||||
(in thousands) |
(Unaudited) |
(Audited) |
(Audited) |
|||||||||
Net cash provided by (used in) investing activities |
5,503 | 58,925 | (40,563 | ) | ||||||||
Net cash provided by financing activities |
19,682 | 91,703 | 12,656 |
(1) |
Working capital, net is defined as current assets less current liabilities. |
(2) |
Due to the substantial doubt about our ability to continue operating as a going concern and the material adverse change clause in the loan agreement with our lender, the amounts outstanding as of June 30, 2021 and December 31, 2020 have been classified as current in the consolidated financial statements. The lender has not invoked the material adverse change clause as of the date of issuance of these financial statements. |
• | increases its spending related to marketing, advertising, sales and distribution infrastructure for its existing and future products and services; |
• | develops additional new products and enhancements to existing products; |
• | obtains, maintains and improves its operational, financial and management performance; |
• | hires additional personnel; |
• | obtains, maintains, expands and protects its intellectual property portfolio; and |
• | operates as a public company. |
• | expenses incurred in connection with the development of our pipeline of PDTs; |
• | costs in connection with third-party licensing agreements, including development and regulatory milestones; |
• | personnel-related expenses, including salaries, bonuses, benefits and stock-based compensation for employees engaged in R&D functions; |
• | cost of clinical trials; |
• | expenses incurred in connection with the discovery and development of our PDTs, including under agreements with third parties, such as consultants; |
• | expenses incurred under agreements with consultants who supplement our internal capabilities, including software development; and |
• | facilities, depreciation and other expenses, which include direct and allocated expenses, such as rent and maintenance of facilities, insurance and other operating costs. |
• | our Schizophrenia product candidate is at a Pivotal stage of development, after completing Proof of concept stage, and is ready for a potential pivotal randomized clinical trial to support potential FDA submission; |
• | our product candidates for AUD and Anxiety are in Proof of concept stage and are also ready for a potential pivotal randomized clinical trial, which is the next step to support potential FDA submission; and |
• | our product candidate for Depression is in the Discovery stage and will require clinical studies to determine if it has potential to progress into later stages of development. |
Six Months Ended June 30, |
$ Change |
% Change |
||||||||||||||
(dollars in thousands, except percentages) | 2021 |
2020 |
||||||||||||||
Revenue: |
||||||||||||||||
Product revenue |
$ | 1,347 | $ | 39 | $ | 1,308 | * |
|||||||||
Collaboration and license revenue |
230 | 9,235 | (9,005 | ) | (98 |
%) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenue |
1,577 | 9,274 | (7,697 | ) | (83 |
%) | ||||||||||
Cost and operating expenses: |
||||||||||||||||
Cost of product revenue |
1,465 | 914 | 551 | 60 |
% | |||||||||||
Research and development |
15,367 | 15,420 | (53 | ) | — |
|||||||||||
Selling, general and administrative |
27,845 | 21,947 | 5,898 | 27 |
% | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cost and operating expenses |
44,677 | 38,281 | 6,396 | 17 |
% | |||||||||||
Loss from operations |
(43,100 | ) | (29,007 | ) | (14,093 | ) | 49 |
% | ||||||||
Other income (expenses): |
||||||||||||||||
Interest and other (expense) income, net |
(2,044 | ) | 115 | (2,159 | ) | * |
||||||||||
Change in estimated fair value of warrant liabilities |
(5,397 | ) | (20 | ) | (5,377 | ) | * |
|||||||||
Loss on extinguishment of debt |
— | (998 | ) | 998 | * |
|||||||||||
Loss on issuance of convertible preferred stock |
(2,053 | ) | — | (2,053 | ) | * |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other (expense) income |
(9,494 | ) | (903 | ) | (8,591 | ) | * |
|||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (52,594 | ) | $ | (29,910 | ) | $ | (22,684 | ) | 76 |
% | |||||
|
|
|
|
|
|
|
|
* |
Percentage change not meaningful. |
• | An increase of $3.4 million in marketing and advertising costs; |
• | An increase of $2.3 million in consulting, legal, other professional service costs, software, and dues and subscriptions; |
• | An increase of $2.2 million in personnel-related costs, including incentive-based compensation costs primarily due to the build-out of our patient service center, our market access team and our commercial sales force; and |
• | A decrease of $2.2 million in third-party patient services center costs that reduced during the time period as we began to operate our own service center located in Raleigh, North Carolina. |
Year Ended December 31, |
$ Change |
% Change |
||||||||||||||
(dollars in thousands, except percentages) |
2020 |
2019 |
||||||||||||||
Revenue: |
||||||||||||||||
Product revenue |
$ | 149 | $ | 65 | $ | 84 | * |
|||||||||
Collaboration and license revenue |
9,235 | 32,497 | (23,262 | ) | * |
|||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total revenue |
9,384 | 32,562 | (23,178 | ) | * |
|||||||||||
Cost and operating expenses: |
||||||||||||||||
Cost of product revenue |
1,718 | 998 | 720 | 72 |
% | |||||||||||
Research and development |
28,084 | 35,698 | (7,614 | ) | (21 |
%) | ||||||||||
Selling, general and administrative |
56,226 | 27,469 | 28,757 | 105 |
% | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cost and operating expenses |
86,028 | 64,165 | 21,863 | 34 |
% | |||||||||||
Loss from operations |
(76,644 | ) | (31,603 | ) | (45,041 | ) | 143 |
% | ||||||||
Other income (expenses): |
||||||||||||||||
Interest and other (expense) income, net |
(2,562 | ) | 1,415 | 3,977 | 281 |
% | ||||||||||
Amortization of deferred gain on note payable to collaboration partner |
— | 544 | (544 | ) | * |
|||||||||||
Loss on issuance of convertible preferred stock |
(16,819 | ) | — | (16,819 | ) | * |
||||||||||
(Loss) gain on extinguishment of debt |
(998 | ) | 20,310 | (21,308 | ) | * |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total other (expense) income |
(20,379 | ) | 22,269 | (42,648 | ) | * |
||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (97,023 | ) | $ | (9,334 | ) | $ | (87,689 | ) | * |
||||||
|
|
|
|
|
|
|
|
* |
Percentage change not meaningful |
• | A decrease of $7.0 million as we started shifting our software development work from external to internal resources, reduced our reliance on outside consultants, reduced professional services and reduced recruiting fees offset by $2.1 million in increased personnel and related benefit costs; |
• | A decrease of approximately $1.0 million on translational studies related to the NIBR Agreement, the costs of which were reimbursed under the agreement; |
• | A decrease of $0.5 million in spending related to pipeline development and travel related to the uncertainty resulting from COVID-19; and |
• | The year ended December 31, 2019, includes approximately $1.3 million for licensing fees and the achievement of a development milestone under a license agreement. |
• | An increase of $9.9 million in personnel-related costs, including incentive-based compensation costs primarily due to the build-out of our patient service center, a market access team and commercial sales force that resulted in an increase in sales and marketing team from 34 employees as of December 31, 2019 to 67 employees as of December 31, 2020; |
• | An increase of $7.3 million of stock-based compensation related to the tender offer in connection with our Series D preferred stock offering representing the difference between the purchase price and the fair value of the common stock on the date of the sale; |
• | An increase in market access and other related commercial activities of approximately $4.0 million; |
• | An increase of approximately $5.0 million in marketing and advertising costs; |
• | An increase of $2.7 million related to our patient service center in Raleigh, North Carolina; and |
• | A decrease of $0.4 million in other related administrative costs. |
• | our revenue growth; |
• | the ability to obtain third-party payor reimbursement for our current products; |
• | the amount and timing of sales and other revenues from our product candidates, if approved, including the sales price and the availability of coverage and adequate third-party payor reimbursement; |
• | our sales and marketing activities; |
• | our R&D efforts; |
• | the emergence and effect of competing or complementary products; |
• | the outcome, timing and cost of meeting regulatory requirements established by the FDA, or comparable foreign regulatory authorities; |
• | the progress, timing, scope and costs of our preclinical studies, clinical trials, potential future clinical trials and other related activities; |
• | the costs of commercialization activities for any of our product candidates that receive marketing authorization, including the costs and timing of establishing product sales, marketing and hosting capabilities, or entering into strategic collaborations with third parties to leverage or access these capabilities; |
• | the cash requirements of developing our programs and our ability and willingness to finance their continued development; |
• | the cash requirements of any future discovery of product candidates; |
• | our ability to retain our current employees and the need and ability to hire additional management and sales, technical and medical personnel; |
• | the time and cost necessary to respond to technological and market developments, including other products that may compete with one or more of our product candidates; |
• | debt service requirements; |
• | the extent to which we acquire or invest in business, products or technology; and |
• | the impact of the COVID-19 pandemic. |
Six Months Ended June 30, |
Year Ended December 31, |
|||||||||||||||
2021 |
2020 |
2020 |
2019 |
|||||||||||||
Net cash used in operating activities |
$ | (43,866 | ) | $ | (32,532 | ) | $ | (67,893 | ) | $ | (36,596 | ) | ||||
Net cash provided by (used in) investing activities |
5,503 | 66,165 | 58,925 | (40,563 | ) | |||||||||||
Net cash provided by financing activities |
19,682 | 12,333 | 91,703 | 12,656 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net (decrease) increase in cash, cash equivalents and restricted cash |
$ | (18,681 | ) | $ | 45,966 | $ | 82,735 | $ | (64,503 | ) | ||||||
|
|
|
|
|
|
|
|
• | identification of the contract, or contracts, with a customer; |
• | 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; and |
• | recognition of revenue when, or as, Pear satisfies a performance obligation. |
• | Expected volatility |
• | Expected term non-employee stock options; |
• | Risk-free interest rate |
• | Expected dividend yield |
• | the prices at which we sold our preferred stock to outside investors in arms-length transactions; |
• | our results of operations, financial position, and capital resources; |
• | contemporaneous third-party valuations common stock; |
• | the rights, preferences, and privileges of convertible preferred stock relative to common stock; |
• | the lack of marketability of common stock; |
• | stage and development of Pear’s business; |
• | the history and nature of our business, industry trends and competitive environment, |
• | general economic conditions; and |
• | the likelihood of achieving a liquidity event, such as an initial public offering or sale of Pear, given prevailing market conditions. |
• | each person who is the beneficial owner of more than 5% of the outstanding Pear Common Shares (on an as-converted basis); |
• | each of Pear’s executive officers and directors; and |
• | all executive officers and directors of Pear, as a group. |
Pear Common Shares |
Pear Preferred Shares |
Pear Common Shares (on an as-converted basis) |
||||||||||||||||||||||
Name and Address of Beneficial Owners |
Number of Shares |
% |
Number of Shares |
% |
Number of Shares (1) |
% |
||||||||||||||||||
Five Percent Holders |
||||||||||||||||||||||||
TLS Beta Pte. Ltd. (2) |
— | — | 16,913,437 | 26.2 | % | 16,913,437 | 22.2 | % | ||||||||||||||||
5AM Ventures IV, L.P. and affiliated funds (3) |
— | — | 12,518,068 | 19.4 | % | 12,518,068 | 16.4 | % | ||||||||||||||||
SVF II AIV (DE) LLC (4) |
— | — | 7,878,275 | 12.2 | % | 7,878,275 | 10.3 | % | ||||||||||||||||
Arboretum Ventures IV, L.P. (5) |
— | — | 7,368,209 | 11.4 | % | 7,368,209 | 9.7 | % | ||||||||||||||||
JAZZ Human Performance Technology Fund, L.P. and affiliated funds (6) |
— | — | 7,305,412 | 11.3 | % | 7,305,412 | 9.6 | % | ||||||||||||||||
Directors and Executive Officers |
||||||||||||||||||||||||
Corey McCann, M.D., Ph.D. (7) |
7,355,268 | 62.4 | % | — | — | 7,355,268 | 9.6 | % | ||||||||||||||||
Christopher D.T. Guiffre, J.D., M.B.A. (8) |
460,414 | 3.8 | % | — | — | 430,727 | * | |||||||||||||||||
Erin K. Brenner (9) |
134,819 | 1.1 | % | — | — | 120,340 | * | |||||||||||||||||
Katherine Jeffery (10) |
114,791 | 1.0 | % | — | — | 102,916 | * | |||||||||||||||||
Yuri Maricich (11) |
389,166 | 3.2 | % | — | — | 376,874 | * | |||||||||||||||||
Ronan P. O’Brien (12) |
225,832 | 1.9 | % | — | — | 207,707 | * | |||||||||||||||||
Julia Strandberg, M.B.A. (13) |
260,416 | 2.2 | % | — | — | 231,979 | * | |||||||||||||||||
Jorge Gomez, M.B.A. |
— | — | — | — | — | — | ||||||||||||||||||
Zack Lynch (14) |
20,000 | * | 7,305,412 | 11.3 | % | 7,325,412 | 9.6 | % | ||||||||||||||||
Timothy Petersen (15) |
— | — | 7,368,209 | 11.4 | % | 7,368,209 | 9.7 | % | ||||||||||||||||
Nancy Schlichting |
— | — | — | — | — | — | ||||||||||||||||||
Andrew Schwab (16) |
— | — | 12,518,068 | 19.4 | % | 12,518,068 | 16.4 | % | ||||||||||||||||
Elena Viboch |
— | — | — | — | — | — | ||||||||||||||||||
All directors and executive officers as a group (13 individuals) |
8,960,706 | 67.1 | % | 27,191,689 | 42.2 | % | 36,152,395 | 46.5 | % |
* | Less than one percent. |
(1) | Each Pear Preferred Share is convertible into one Pear Common Share. |
(2) | Consists of 5,559,803 Pear Series B Preferred Shares, 3,475,359 Pear Series C Preferred Shares, 3,823,331 Pear Series D-1 Preferred Shares and 4,054,944 Pear Series D-2 Preferred Shares held by TLS Beta Pte. Ltd. TLS Beta Pte. Ltd. is ultimately owned by Temasek Holdings Private Limited, which in turn is wholly-owned by the Singapore Minister of Finance (Incorporated). The address of TLS Beta Pte. Ltd. is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore. |
(3) | Consists of 8,688,506 Pear Series A Preferred Shares and 1,260,222 Pear Series B Preferred Shares held by 5AM Ventures IV, L.P. (“ Ventures IV ”), as to which Ventures IV has shared voting and dispositive power, 362,022 Pear Series A Preferred Shares and 52,509 Pear Series B Preferred Shares held by 5AM Co-Investors IV, L.P. (“Co-Investors IVCo-Investors IV has shared voting and dispositive power and 1,390,143 Pear Series C Preferred Shares and 764,666 Pear Series D-1 Preferred Shares held by 5AM Opportunities I, L.P. (“Opportunities I ”), as to which Opportunities I has shared voting and dispositive power. 5AM Partners IV, LLC (“Partners IV ”) is the sole general partner of Ventures IV and Co-Investors IV. Dr. John Diekman, Andrew Schwab and Dr. Scott M. Rocklage are the managing members of Partners IV and, along with Partners IV, have shared voting and investment power over the shares beneficially owned by Ventures IV and Co-Investors IV. Andrew Schwab, one of our directors, is an affiliate of |
Ventures IV. Each of Partners IV, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or their recurring interest therein. 5AM Opportunities I (GP), LLC is the general partner of Opportunities I and may be deemed to have sole investment and voting power over the shares held by Opportunities I. Andrew Schwab and Dr. Kush Parmar are the managing members of 5AM Opportunities I (GP), LLC, and may be deemed to share voting and dispositive power over the shares held by Opportunities I. The address of all entities affiliated with 5AM Ventures is 501 2nd Street, Suite 350, San Francisco, CA 94107. |
(4) | Consists of 3,823,331 Pear Series D-1 Preferred Shares and 4,054,944 Pear Series D-2 Preferred Shares held by SVF II AIV (DE) LLC (“SVF ”). SB Investment Advisers (UK) Limited (“SBIA UK ”) has been appointed as alternative investment fund manager (“AIFM ”) and is exclusively responsible for managing SoftBank Vision Fund II in accordance with the Alternative Investment Fund Managers Directive and is authorized and regulated by the UK Financial Conduct Authority accordingly. As AIFM of SoftBank Vision Fund II, SBIA UK is exclusively responsible for making all final decisions related to the acquisition, structuring, financing, voting and disposal of SoftBank Vision Fund II’s investments, including as held by SVF. The address for SVF is c/o S/B Investment Advisers (US) Inc., 1 Circle Star Way, 2F, San Carlos, CA 94070. The address for SBIA UK is 69 Grosvenor Street, London W1K 3JP, United Kingdom. |
(5) | Consists of 5,542,362 Pear Series A Preferred Shares, 1,081,073 Pear Series B Preferred Shares, 695,071 Pear Series C Preferred Shares and 49,703 Pear Series D-1 Preferred Shares held by Arboretum Ventures IV, L.P. (“AV IV ”). Arboretum Investment Manager IV, LLC (“AIM IV ”) is the general partner of AV IV. Jan L. Garfinkle, Timothy B. Petersen and Paul McCreadie are the managing members of AIM IV and share voting and dispositive power with respect to the shares held by AV IV. Ms. Garfinkle and Messrs. Petersen and McCreadie disclaim beneficial ownership of the shares held by AV IV, except to the extent of their pecuniary interest therein. The address of the principal place of business of each of the entities and individuals is 303 Detroit Street, Suite 301, Ann Arbor, Michigan 48104. |
(6) | Consists of 4,361,576 Pear Series A Preferred Shares, 1,776,048 Pear Series B Preferred Shares, 278,028 Pear Series C Preferred Shares and 152,933 Pear Series D-1 Preferred Shares held by JAZZ Human Performance Technology Fund, L.P. (“Jazz Technology ”) and 278,028 Pear Series C Preferred Shares and 458,799 shares of Pear Series D-1 Preferred Shares held by JAZZ Human Performance Opportunity Fund, L.P (“Jazz Opportunity ”). Jazz Human Performance Technology GP, LLC (“Jazz Technology GP ”) is the general partner of Jazz Technology. Andrew Firlik, John Harris, Zack Lynch and John Spinale are the managing members of Jazz Technology GP and share voting and dispositive power with respect to the shares held by Jazz Technology. Each of Messrs. Firlik, Harris, Lynch and Spinale disclaim beneficial ownership of the shares held by Jazz Technology, except to the extent of their pecuniary interest therein. JAZZ Human Performance Opportunity GP, LLC (“Jazz Opportunity GP ”) is the general partner of Jazz Opportunity. Andrew Firlik, John Harris, Zack Lynch and John Spinale are the managing directors of Jazz Opportunity GP and share voting and dispositive power with respect to the shares held by Jazz Opportunity. Each of Messrs. Firlik, Harris, Lynch and Spinale disclaim beneficial ownership of the shares held by Jazz Opportunity, except to the extent of their pecuniary interest therein. Mr. Lynch, one of our directors, is an affiliate of Jazz Technology and Jazz Opportunity. The address of the principal place of business of each of the entities and individuals is 548 Market Street, #27799, San Francisco, CA 94104. |
(7) | Consists of 7,355,268 Pear Common Shares. |
(8) | Consists of options to purchase up to 460,414 Pear Common Shares which have vested or which will vest within 60 days of September 2, 2021. |
(9) | Consists of options to purchase up to 134,819 Pear Common Shares which have vested or which will vest within 60 days of September 2, 2021. |
(10) | Consists of options to purchase up to 114,791 Pear Common Shares which have vested or which will vest within 60 days of September 2, 2021. |
(11) | Consists of 50,000 Pear Common Shares and options to purchase up to 339,166 Pear Common Shares which have vested or which will vest within 60 days of September 2, 2021. |
(12) | Consists of options to purchase up to 225,832 Pear Common Shares which have vested or which will vest within 60 days of September 2, 2021. |
(13) | Consists of options to purchase up to 260,416 Pear Common Shares which have vested or which will vest within 60 days of September 2, 2021. |
(14) | Consists of 7,305,412 Pear Preferred Shares identified in footnote 6 over which Mr. Lynch may be deemed to beneficially own and options to purchase up to 20,000 Pear Common Shares which have vested or which will vest within 60 days of September 2, 2021. Mr. Lynch disclaims beneficial ownership of the shares identified in footnote 6 except to the extent of his pecuniary interest therein. |
(15) | Consists of 7,368,209 Pear Preferred Shares identified in footnote 5 over which Mr. Petersen may be deemed to beneficially own. Mr. Petersen disclaims beneficial ownership of the shares identified in footnote 5 except to the extent of his pecuniary interest therein. |
(16) | Consists of 12,518,068 Pear Preferred Shares identified in footnote 3 over which Mr. Schwab may be deemed to beneficially own. Mr. Schwab disclaims beneficial ownership of the shares identified in footnote 3 except to the extent of his pecuniary interest therein. |
Name |
Age |
Title | ||||
Corey McCann, M.D. Ph.D. |
42 | Chief Executive Officer, President and Director | ||||
Christopher D.T. Guiffre, J.D., M.B.A |
52 | Chief Financial Officer, Chief Operating Officer, Treasurer, and Assistant Secretary & Acting Chief Compliance Officer | ||||
Erin K. Brenner |
47 | Chief Product Development Officer | ||||
Katherine Jeffery |
53 | Chief People Officer | ||||
Yuri Maricich, M.D., M.B.A. |
40 | Chief Medical Officer & Head of Development | ||||
Ronan O’Brien, J.D. |
49 | General Counsel and Secretary | ||||
Julia Strandberg, M.B.A. |
46 | Chief Commercial Officer | ||||
Alison Bauerlein |
39 | Director | ||||
Jorge Gomez, M.B.A. |
53 | Director | ||||
Zack Lynch |
49 | Director | ||||
Kirthiga Reddy, M.B.A |
50 | Director | ||||
Nancy Schlichting |
66 | Director | ||||
Andrew Schwab |
50 | Director |
• | the Class I directors will be Zack Lynch, Andrew J. Schwab and Alison Bauerlein, and their terms will expire at the annual meeting of stockholders to be held in 2022; |
• | the Class II directors will be Nancy Schlichting and Kirthiga Reddy, and their terms will expire at the annual meeting of stockholders to be held in 2023; and |
• | the Class III directors will be Corey McCann and Jorge Gomez and their terms will expire at the annual meeting of stockholders to be held in 2024. |
• | selecting a qualified firm to serve as the independent registered public accounting firm to audit the financial statements of the Post-Combination Company; |
• | helping to ensure the independence and performance of the independent registered public accounting firm; |
• | discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent accountants, the interim and year-end operating results of the Post-Combination Company; |
• | developing procedures for employees to submit concerns anonymously about questionable accounting or audit matters; |
• | reviewing policies on risk assessment and risk management; |
• | reviewing related party transactions; |
• | obtaining and reviewing a report by the independent registered public accounting firm at least annually that describes the internal quality-control procedures, any material issues with such procedures, and any steps taken to deal with such issues when required by applicable law; and |
• | approving (or, as permitted, pre-approving) all audit and all permissible non-audit service to be performed by the independent registered public accounting firm. |
• | reviewing and approving, or recommending that Post-Combination Company Board approve, the compensation of our executive officers; |
• | reviewing and recommending the compensation of directors; |
• | reviewing and approving, or recommending that the Post-Combination Company Board approve, the terms of compensatory arrangements with executive officers; |
• | administering stock and equity incentive plans; |
• | selecting independent compensation consultants and assessing whether there are any conflicts of interest with any of the committee’s compensation advisors; |
• | reviewing and approving, or recommending that the board of directors approve, incentive compensation and equity plans, severance agreements, change-of-control protections |
• | reviewing and establishing general policies relating to compensation and benefits of employees; and |
• | reviewing the overall compensation philosophy of the Post-Combination Company. |
• | identifying, evaluating and selecting, or recommending that the board of directors approve, nominees for election as directors; |
• | approving the retention of director search firms; |
• | evaluating the performance of the board of directors and of individual directors; |
• | reviewing developments in corporate governance practices; |
• | evaluating the adequacy of corporate governance practices and reporting; |
• | reviewing management succession plans; and |
• | developing and making recommendations to the board of directors regarding corporate governance guidelines and matters. |
Name and Principal Position |
Year |
Salary ($) |
Option Awards ($) (1) |
Non-Equity Incentive Plan Compensation($) (2) |
All Other Compensation ($) (3) |
Total ($) |
||||||||||||||||||
Corey McCann |
2020 | 424,515 | — | 148,580 | 74,910 | 648,005 | ||||||||||||||||||
President & Chief Executive Officer |
||||||||||||||||||||||||
Christopher Guiffre |
2020 | 366,880 | 155,513 | 111,238 | 14,765 | 648,396 | ||||||||||||||||||
Chief Financial Officer & Chief Operating Officer |
||||||||||||||||||||||||
Julia Strandberg |
2020 | 356,265 | 28,277 | 121,682 | 33,550 | 539,774 | ||||||||||||||||||
Chief Commercial Officer |
(1) | The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock options awarded during 2020 computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718. See Note 12 to Pear’s consolidated financial statements for the years ended December 31, 2020 and 2019 appearing elsewhere in this proxy statement/prospectus regarding assumptions underlying the valuation of equity awards. |
(2) | The amounts shown in the “Non-Equity Incentive Plan Compensation” column represent amounts earned in fiscal year 2020, but paid in February 2021 based on the achievement of corporate and individual performance objectives set by our board of directors. In addition, “Non-Equity Incentive Plan Compensation” for Ms. Strandberg includes $16,798 in commissions earned by Ms. Strandberg for fiscal year 2020 as a member of our commercial team. |
(3) | “All Other Compensation” for fiscal year 2020 includes: |
(i) | for Dr. McCann, (a) $64,935 representing payment for a lease to occupy an apartment in San Francisco, California and (b) $9,975 representing employer matching contributions under our 401(k) plan; |
(ii) | for Mr. Guiffre, (a) $8,345 representing employer matching contributions under our 401(k) plan and (b) $6,420 representing a transportation benefit; and |
(iii) | for Ms. Strandberg, (a) $27,000 representing payment for a lease to occupy an apartment in Boston, Massachusetts, which payments were made through March 2020, and (b) $6,550 representing employer matching contributions under our 401(k) plan. |
Name |
Number of Securities Underlying Unexercised Options (#) exercisable |
Number of Securities Underlying Unexercised Options (#) unexercisable |
Option Exercise Price ($) |
Option Expiration Date |
Option Grant Date |
|||||||||||||||
Corey McCann |
— | — | — | — | — | |||||||||||||||
Christopher Guiffre |
— | 165,000 | (1) |
1.60 | 3/24/2030 | 3/24/2020 | ||||||||||||||
32,083 | 37,917 | (2) |
1.58 | 3/14/2029 | 3/14/2019 | |||||||||||||||
26,250 | 8,750 | (3) |
1.05 | 3/21/2028 | 3/21/2018 | |||||||||||||||
243,750 | 81,250 | (3) |
1.00 | 12/7/2027 | 12/13/2017 | |||||||||||||||
Julia Strandberg |
— | 30,000 | (1) |
1.60 | 3/24/2030 | 3/24/2020 | ||||||||||||||
159,375 | 265,625 | (4) |
1.60 | 9/26/2029 | 9/26/2019 |
(1) | The shares underlying these stock options vest over four years with 25% of the shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments on the last day of each calendar month following the first anniversary (for the avoidance of doubt, inclusive of the calendar month in which the first anniversary falls), subject to the executive’s continued service. The vesting commencement date is March 24, 2020. |
(2) | The shares underlying these stock options vest over four years with 25% of the shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments on the last day of each calendar month following the first anniversary (for the avoidance of doubt, inclusive of the calendar month in which the first anniversary falls), subject to the executive’s continued service. The vesting commencement date is March 14, 2019. |
(3) | The shares underlying these stock options vest over four years with 25% of the shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the executive’s continued service. The vesting commencement date is December 7, 2017. |
(4) | The shares underlying these stock options vest over four years with 25% of the shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments on the last day of each calendar month following the first anniversary (for the avoidance of doubt, inclusive of the calendar month in which the first anniversary falls), subject to the executive’s continued service. The vesting commencement date is July 22, 2019. |
• | provide that such stock options will be assumed, or equivalent stock options substituted, by the acquiring or succeeding corporation (or an affiliate thereof); |
• | upon written notice to the optionees, provide that all unexercised stock options will terminate immediately prior to the consummation of the change in control transaction unless exercised by the optionee to the extent otherwise then exercisable within a specified period following the date of such notice; |
• | upon written notice to the grantees, provide that all unvested shares of restricted stock will be repurchased at cost; |
• | make or provide for a cash payment to the optionees equal to the difference between (x) the fair market value of the per share consideration (whether cash, securities or other property or any combination thereof) the holder of a Pear Common Share will receive upon consummation of the change in control transaction times the number of Pear Common Shares subject to outstanding vested stock options (to the extent then exercisable at prices not equal to or in excess of such per share consideration) and (y) the aggregate exercise price of such outstanding vested stock options, in exchange for the termination of such stock options; or |
• | provide that all or any outstanding stock options will become exercisable and all or any outstanding restricted stock awards will vest in part or in full immediately prior to the change in control transaction. |
Name |
Option awards($) (1) |
Total ($) |
||||||
Nancy Schlichting |
58,537 | 58,537 | ||||||
Andrew Schwab |
— | — | ||||||
Zack Lynch |
— | — |
(1) | The amounts reported in the “Option awards” column reflect the aggregate grant date fair value of share-based compensation awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 718. See Note 12 to Pear’s consolidated financial statements appearing at the end of this prospectus regarding assumptions underlying the valuation of equity awards. |
Name |
Number of Shares Underlying Options Outstanding at December 31, 2020 |
|||
Nancy Schlichting |
75,000 | |||
Andrew Schwab |
— | |||
Zack Lynch |
20,000 |
Name |
Annual Retainer |
|||
Board of Directors |
$ | 55,000 | ||
Audit Committee Chair |
20,000 | |||
Compensation Committee Chair |
15,000 | |||
Nominating and Corporate Governance Committee Chair |
10,000 |
Per Share Upfront Consideration |
Earn Out Shares | |||
Holders of Pear Common Shares |
17,165,000 | 1,882,943 | ||
Holders of Pear Preferred Shares |
95,808,000 | 10,511,682 | ||
Holders of Pear Vested-In-the-Money |
1,230,000 | None | ||
Holders of Pear Warrants |
5,797,000 | None | ||
TOTAL |
120,000,000 | 12,395,625 |
(i) | Each Pear Common Share issued and outstanding as of immediately prior to the Effective Time (excluding shares owned by Pear as treasury stock or dissenting shares) will be cancelled and converted into (x) the right to receive the Per Share Upfront Consideration and (y) the contingent right to receive Earn Out Shares as set forth in a Consideration Schedule. The “Per Share Upfront Consideration” is equal to such number of THMA Class A Common Shares equal to (i) $1,200,000,000 divided by |
$10.00 divided by (ii) the total number of Pear Common Shares outstanding immediately prior to the Effective Time, expressed on an as-exercised and as-converted to Pear Common Share basis (including any Pear Common Shares underlying Pear Vested In-the-Money |
(ii) | Each Pear Preferred Share issued and outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive Per Share Consideration in respect of such number of Pear Common Shares as set forth on a Consideration Schedule. |
(iii) | Each Pear In-the-Money “in-the-money” as-converted basis. |
(iv) | Each Pear Warrant will be converted into a warrant to acquire a number of THMA Class A Common Shares in an amount and at an exercise price and subject to such terms and conditions, in each case, as set forth on the Consideration Schedule. Subject to certain exceptions, such terms and conditions will be the same terms and conditions as were applicable to the Pear Warrant immediately prior to the Effective Time. |
• | research on industry trends, projected growth and other industry factors; |
• | extensive meetings and calls with Pear’s management team and representatives regarding operations, commercial products and product pipeline, growth potential and competitive positioning, reimbursement, intellectual property and regulatory strategy, financial prospects and potential expansion opportunities, among other customary due diligence matters; |
• | consultation with THMA’s legal and financial advisors; |
• | review of Pear’s material business contracts and certain other legal, regulatory (including health regulatory), reimbursement and clinical and real-world data, intellectual property, technology and commercial diligence; |
• | financial, accounting and tax diligence; |
• | background investigation on key management; |
• | research on comparable public companies; and |
• | review and analysis of Pear’s financial projections, to the extent set forth below. |
• | Transformative Market Opportunity |
category’s market leader with the first three FDA-authorized PDTs. Pear’s first-mover advantage puts it in a position to be the preferred in-licensing partner for early stage companies. Further, Pear is positioned to be a long-term leader in the space because of the infrastructure Pear has built to discover, in-license, develop, and commercialize therapeutics to treat diverse disease states. |
• | Significant Growth Prospects in a Large and Growing Addressable Market FDA-authorized, commercial-stage PDTs target large unmet medical needs represents an over $2 billion of serviceable market opportunity in the United States. More broadly, PDTs are estimated to have the opportunity over-time to treat a wide range of medical conditions for a total potential market of over $250 billion in the United States. |
• | Supported by Macro Trends. |
• | Demonstrated Product Adoption. e.g reSET-O. |
• | Product Pipeline. |
• | Competitive Advantages. |
• | Financial Condition. |
• | Experienced and Proven Management Team. |
• | Benefits from Public Market Entry and THMA expertise. |
• | Stockholder Liquidity. |
• | Lock Up 180-day lockup in respect of their THMA Class A Common Shares, subject to certain customary exceptions, which lockup will provide important stability to the leadership and governance of the Post-Combination Company. |
• | PIPE Transaction. |
• | Other Alternatives. |
• | Negotiated Transaction. arm’s-length negotiations between THMA and Pear. |
• | Macroeconomic Risks. COVID-19 pandemic, and the effects it could have on the Post-Combination Company’s revenues. |
• | Business Plan and Projections May Not Be Achieved. |
• | Early Stage Company and Limited Operating History. |
• | Intellectual Property Risk |
• | Reimbursement Risk |
• | Regulatory Risk. |
• | Redemption Risk. |
• | Evolving Regulatory Regime Governing Special Purpose Acquisition Companies. |
• | Stockholder Vote. |
• | Closing Conditions. |
• | Litigation. |
• | Listing Risks. |
• | Benefits May Not Be Achieved. |
• | Liquidation of THMA. |
• | Growth Initiatives May Not be Achieved. |
• | No Third Party Valuation |
• | THMA Stockholders Receiving a Minority Position in Pear. |
• | Fees and Expenses. |
• | Interests of Certain Persons. Some officers and directors of THMA may have interests in the Business Combination (see “—Interests of THMA’s Directors and Officers in the Business Combination”). |
• | Other Risk Factors. Risk Factors |
• | The timing of the conduct and completion of ongoing and planned clinical trials, including trial size and other parameters, rate of trial enrollment, and impact of factors such as COVID-19. |
• | The timing and rate of success in achieving FDA and international regulatory agency approval of product candidates, including the outcome of ongoing and planned clinical trials. |
• | The timing and extent of the market acceptance and commercial results of any product candidates which achieve regulatory approval, including size of market, pricing, competition, and share of market achieved. |
• | Other assumptions that are impacted by the reality that research, product development, regulatory approvals, launch timelines, and manufacturing and other operational execution are difficult to predict and many aspects of this progress will be impacted by circumstances that are out of Pear’s control. |
Forecast Year Ended December 31, |
||||||||||||
(USD in millions) |
2021E | 2022E | 2023E | |||||||||
Total Revenue |
$ | 4 | $ | 22 | $ | 125 |
• | The aggregate number of covered lives across Pear’s three FDA-authorized products will increase from approximately 3 million at the beginning of 2021 to approximately 30-40 million at the beginning of 2022 and approximately 100-120 million at the beginning of 2023. Management believes that these assumptions with respect to the growth in covered lives between the beginning of 2021 and the beginning of 2023 are reasonable because Pear believes that: (i) it will continue to secure new relationships with major pharmacy benefit managers (for example, in June 2021, Pear secured a relationship with Prime Therapeutics, a major pharmacy benefit manager, and in July 2021, Pear secured a relationship with OptumRx, Inc., a major pharmacy benefit manager), (ii) its products can qualify for coverage by state Medicaid agencies, which currently account for approximately 74 million covered lives in the aggregate, and (iii) its products can qualify for Medicare coverage, which currently accounts for approximately 60 million covered lives. |
• | Pear’s product prescription volume will increase from approximately 12,500 at the end of 2021 to approximately 50,000-60,000 at the end of 2022 and approximately 150,000-190,000 at the end of 2023. Management believes that these assumptions with respect to prescription volume are reasonable because: (i) Pear has already generated over 20,000 reSET and reSET-O prescriptions since launch despite limited investment in sales and marketing, (ii) Pear intends to substantially increase its investment in sales and marketing for its products as additional covered lives are achieved and (iii) management anticipates that an increase in sales and marketing will lead to additional awareness of Pear’s products, which will increase the number of prescriptions for its products. |
• | During 2021 through 2023, except for minimal revenues from partnerships, no revenue will be generated (i) other than from Pear’s three FDA-authorized products or (ii) outside of the United States. While Pear’s management believes Pear will be able to expand its range of products and also offer its products outside of the United States, due to the uncertainty of the timing of Pear’s ability to bring additional products to market and obtain authorizations for the distribution of Pear’s products outside the United States during such period, Pear’s management has assumed that there will not be any revenue from either of those potential revenue sources. |
• | Solely for the purposes of Pear’s projected revenues for 2021 through 2023, Pear’s three FDA-authorized PDTs are forecast to have a 50%-75% prescription fulfilment rate and are forecast to have a 5%-25% gross-to-net |
• | For 2021 through 2023, a compound annual growth rate in the digital therapeutics industry of 26.7%, based on projections from a third-party market research report. Management believes that the growth of revenue from Pear’s three FDA-authorized products during this period will outpace the current growth rate of the industry given Pear’s positioning and competitive advantage in the market as the category leader. |
• | Pear’s ability to continue to attract new customers and retain existing customers. |
• | Pear’s ability to continue to release product enhancements. |
• | Pear’s ability to partner with other pharmaceutical companies in the development of new PDTs. |
• | Pear’s ability to continue to execute real-world studies to collect real world data supporting the clinical utility of its products and health economic outcomes data supporting the value of its products. |
• | Pear’s ability to continue to drive deeper integration of its products into health systems’ infrastructure, including via virtual care channels and strategic partnerships. |
• | Pear’s ability to continue to overcome the challenges associated with COVID-19. |
• | Pear’s ability to broaden feature and service offerings centered around Pear’s current commercial products. |
• | Pear’s ability to make effective platform enhancements. |
Enterprise Value / 2023 Revenue |
||||
2023E |
||||
Adaptive Biotechnologies Corporation |
16.88x | |||
DexCom, Inc. |
12.47x | |||
Guardant Health, Inc. |
17.57x | |||
Inspire Medical Systems Inc. |
15.27x | |||
NovoCure Limited |
33.07x | |||
Schrödinger, Inc. |
13.21x | |||
Shockwave Medical, Inc. |
16.69x | |||
Outset Medical, Inc. |
9.82x | |||
Teledoc Health, Inc. |
8.28x | |||
Median |
15.27x |
Enterprise Value/ NTM Revenue |
||||
Next Twelve Months (Estimated) |
||||
Adaptive Biotechnologies Corporation |
28.8x | |||
DexCom, Inc. |
16.6x | |||
Guardant Health, Inc. |
27.2x | |||
Inspire Medical Systems Inc. |
22.5x | |||
NovoCure Limited |
42.1x | |||
Schrödinger, Inc. |
25.2x | |||
Shockwave Medical, Inc. |
27.0x | |||
Outset Medical, Inc. |
18.2x | |||
Teledoc Health, Inc. |
11.8x | |||
Median |
25.2x |
** | Enterprise value of Compass Pathways plc (“ Compass ”) is pro forma based on a $144 million follow-on offering by Compass in April 2021. |
• | If the Business Combination with Pear or another business combination is not consummated within the Combination Window, THMA will cease all operations except for the purpose of winding up, redeeming 100% of the outstanding Public Shares for cash and, subject to the approval of its remaining stockholders and the THMA Board, dissolving and liquidating. In such event, the 6,900,000 Founder Shares held by THMA’s Initial Stockholders, including 180,000 Founder Shares held by THMA’s independent directors and 180,000 Founder Shares held by THMA’s Advisors, which were acquired by the Sponsor for an aggregate purchase price of $25,000 prior to the Initial Public Offering, would be worthless because THMA’s Initial Stockholders are not entitled to participate in any redemption or distribution with respect to such shares. The Founder Shares held by the Sponsor had an aggregate market value of $64,746,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s independent directors had an aggregate market value of $1,782,000 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The 180,000 Founder Shares held by THMA’s Advisors had an aggregate market value of $1,780,200 based upon the closing price of $9.90 per THMA Class A Common Share on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. |
• | The Sponsor purchased an aggregate of 5,013,333 Private Placement Warrants from THMA for an aggregate purchase price of $7,520,000 (or $1.50 per warrant). These purchases took place in a private placement simultaneously with the consummation of the Initial Public Offering. A portion of the proceeds THMA received from these purchases were placed in the Trust Account. The Private Placement Warrants had an aggregate market value of $4,562,133 based upon the closing price of $0.91 per public warrant on the Nasdaq on September 3, 2021, the most recent practicable date prior to the date of this proxy statement/prospectus. The Private Placement Warrants would become worthless if THMA does not consummate a business combination within the Combination Window. |
• | No compensation of any kind, including finder’s and consulting fees, is paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination, except for reimbursement for out-of-pocket out-of-pocket |
• | Our Chief Executive Officer and director, Elon Boms, is a Managing Director of the Pritzker Vlock Family Office and a manager of the Anchor Investor. Our Chief Operating Officer and director, Steven Benson is a Venture Partner with the Pritzker Vlock Family Office. Our Chief Financial Officer, Joseph Iannotta is the Controller of the Pritzker Vlock Family Office. Messrs Boms, Benson and Iannotta have led and assisted in, respectively, the evaluation of our business combination targets, including Pear, and the negotiation of our Business Combination with Pear. |
• | The Anchor Investor, an affiliate of the Pritzker Vlock Family Office, has entered into the Amended Forward Purchase Agreement with us, pursuant to which the Anchor Investor has agreed to purchase 2,300,000 THMA Class A Common Shares for a purchase price of $10.00 per share and at an aggregate purchase price of $23,000,000 (which amount may be increased under certain circumstances as described under “ Other Agreements—Sponsor Agreement |
• | An entity affiliated with the Pritzker Vlock Family Office holds an indirect economic interest in the Sponsor and the Anchor Investor. |
• | We pay our Sponsor $10,000 per month for office space, secretarial and administrative services provided to members of our management team. Such arrangement will terminate upon the consummation of the Business Combination. |
• | Our Sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business, with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $10.00 per Public Share or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes. If THMA consummates the Business Combination, on the other hand, THMA will be liable for all such claims. |
• | THMA’s directors and officers, and their affiliates are entitled to reimbursement of out-of-pocket |
• | Our Sponsor has also agreed, subject to certain exceptions, not to transfer 1,269,600 THMA Class B Shares held by it and to have 922,453 Private Placement Warrants held in trust, in each case, until such securities are released under the Sponsor Agreement. Pursuant to the Sponsor Agreement, (i) 423,200 of such Founder Shares and 307,485 of such Private Placement Warrants will vest upon THMA achieving $12.50 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, (ii) 423,200 of such Founder Shares and 307,484 of such Private Placement Warrants will be released upon THMA achieving $15.00 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, and (iii) 423,200 of such Founder Shares and 307,484 of such Private Placement Warrants will be released upon THMA achieving $17.50 as its volume weighted average price per share for any 20 trading days within a 30 consecutive trading day period, in each case, during the Earn Out Period. Any such Founder Shares or Private Placement Warrants not released prior to the fifth anniversary of the Closing will be deemed to be forfeited. The Founder Shares held by the Sponsor’s directors and Advisors will not be subject to vesting or forfeiture. |
• | Following the Closing, our Sponsor would be entitled to the repayment of any outstanding working capital loan and advances that have been made to THMA. On June 21, 2021, THMA issued the 2021 Note in the principal amount of $1,000,000 to the Sponsor in exchange for up to $1 million in working capital loans, which is described in more detail in the section entitled “ Certain Relationships and Related Party Transactions |
• | The Sponsor and THMA’s directors, Advisors and officers have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares held by them if THMA fails to complete the Business Combination during the Combination Window (as defined below). See “ Information about THMA—Redemption of Public Shares and Liquidation if no Business Combination |
• | Subject to certain limited exceptions, the Private Placement Warrants will not be transferable until 30 days following the completion of the Business Combination. |
• | The continued indemnification of current directors and officers and the continuation of directors’ and officers’ liability insurance. |
(In millions, other than share price and percentages) | ||||||||||||||||||||||||||||
Share Price: |
$ |
5.00 |
$ |
7.50 |
$ |
10.00 |
$ |
12.50 |
$ |
15.00 |
$ |
17.50 |
$ |
20.00 |
||||||||||||||
Public Shares |
27.6 | 27.6 | 27.6 | 27.6 | 27.6 | 27.6 | 27.6 | |||||||||||||||||||||
Public Warrants |
— | — | — | 0.7 | 2.1 | 3.2 | 3.9 | |||||||||||||||||||||
Founder Shares (1) |
5.6 | 5.6 | 5.6 | 6.1 | 6.5 | 6.9 | 6.9 | |||||||||||||||||||||
Private Placement Warrants (2) |
— | — | — | 0.4 | 1.1 | 1.7 | 2.1 | |||||||||||||||||||||
Subscribers |
12.6 | 12.6 | 12.6 | 12.6 | 12.6 | 12.6 | 12.6 | |||||||||||||||||||||
Anchor Investor |
2.3 | 2.3 | 2.3 | 2.3 | 2.3 | 2.3 | 2.3 | |||||||||||||||||||||
Pear Equityholders Rollover Equity |
120.0 | 120.0 | 120.0 | 124.1 | 128.3 | 132.4 | 132.4 | |||||||||||||||||||||
Post-Money Equity Value |
$ |
829 |
$ |
1,244 |
$ |
1,658 |
$ |
2,143 |
$ |
2,672 |
$ |
3,226 |
$ |
3,710 |
||||||||||||||
Implied Returns: |
||||||||||||||||||||||||||||
Illustrative Sponsor 1-Year Return (%) (3),(4) |
(50 |
)% |
(25 |
)% |
0 |
% |
28 |
% |
62 |
% |
95 |
% |
128 |
% | ||||||||||||||
Illustrative Anchor Investor 1-Year Return (%) (3) |
(50 |
)% |
(25 |
)% |
0 |
% |
25 |
% |
50 |
% |
75 |
% |
100 |
% | ||||||||||||||
Sponsor Gain ($) (1),(2),(5) |
$ |
21 |
$ |
35 |
$ |
49 |
$ |
73 |
$ |
106 |
$ |
143 |
$ |
173 |
||||||||||||||
Illustrative Sponsor 1-Year Return (%) (1),(2),(5) |
274 |
% |
462 |
% |
649 |
% |
965 |
% |
1411 |
% |
1906 |
% |
2302 |
% | ||||||||||||||
Aggregate Sponsor + Anchor Investor Gain ($) (1),(2),(5),(6) |
$ |
9 |
$ |
29 |
$ |
48.8 |
$ |
78 |
$ |
118 |
$ |
161 |
$ |
196 |
||||||||||||||
Illustrative Aggregate Sponsor + Anchor Investor Gain 1-Year Return (%) (1),(2),(5),(6) |
30 |
% |
95 |
% |
160 |
% |
257 |
% |
385 |
% |
526 |
% |
643 |
% | ||||||||||||||
Implied Ownership: |
$ |
5.00 |
$ |
7.50 |
$ |
10.00 |
$ |
12.50 |
$ |
15.00 |
$ |
17.50 |
$ |
20.00 |
||||||||||||||
Public Stockholders (4) |
16.6 | % | 16.6 | % | 16.6 | % | 16.5 | % | 16.7 | % | 16.7 | % | 17.0 | % | ||||||||||||||
Sponsor (not including the Anchor Investor) |
3.4 | 3.4 | 3.4 | 3.7 | 4.3 | 4.7 | 4.9 | |||||||||||||||||||||
Subscribers |
7.6 | 7.6 | 7.6 | 7.3 | 7.1 | 6.8 | 6.8 | |||||||||||||||||||||
Anchor Investor |
1.4 | 1.4 | 1.4 | 1.3 | 1.3 | 1.2 | 1.2 | |||||||||||||||||||||
Initial Stockholders |
72.4 | 72.4 | 72.4 | 72.4 | 72.0 | 71.8 | 71.4 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
100.0 |
% |
100.0 |
% |
100.0 |
% |
100.0 |
% |
100.0 |
% |
100.0 |
% |
100.0 |
% | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Implied Dilution from Founder Shares and Private Placement Warrants |
3.4 |
% |
3.4 |
% |
3.4 |
% |
3.7 |
% |
4.3 |
% |
4.7 |
% |
4.9 |
% |
Based on the assumptions underlying the no redemption scenario. Warrant dilution calculated using Treasury Stock Method. Does not contemplate any incentive awards under the 2021 Plan or 2021 ESPP as the number of awards and terms of any such awards are not yet known. |
(1) | Reflects up-front THMA Class B Common Shares held by the Sponsor and THMA Board and Advisors, as well as deferred Sponsor Earn Out Shares that vest at $12.50, $15.00, and $17.50. |
(2) | Reflects up-front Private Placement Warrants held by the Sponsor and THMA Board and Advisors, as well as deferred Sponsor Earn Out Warrants that vest at $12.50, $15.00, and $17.50. |
(3) | Assumes investor entry price of $10/share. |
(4) | Includes Public Shares and Public Warrants. |
(5) | Assumes at risk capital of $7.5 million. |
(6) | Assumes PIPE commitment of $23 million and at risk capital of $7.5 million. |
• | Pear’s executive officers are expected to become executive officers of the Post-Combination Company upon the closing of the Business Combination. Specifically, the following individuals who are currently executive officers of Pear are expected to become executive officers of the Post-Combination Company upon the closing of the Business Combination, serving in the offices set forth opposite their names below: |
Name |
Title | |
Corey McCann, M.D. Ph.D. |
Chief Executive Officer, President and Director | |
Christopher D.T. Guiffre, J.D., M.B.A |
Chief Financial Officer, Chief Operating Officer, Treasurer and Assistant Secretary | |
Erin K. Brenner |
Chief Product Development Officer | |
Katherine Jeffery |
Chief People Officer | |
Yuri Maricich, M.D., M.B.A |
Chief Medical Officer & Head of Development | |
Ronan P. O’Brien, J.D. |
General Counsel and Secretary | |
Julia Strandberg, M.B.A |
Chief Commercial Officer |
• | In addition, the following individuals who are currently members of the Pear board of directors are expected to become members of the Post-Combination Company Board upon the closing of the Business Combination: Corey McCann, Jorge Gomez, Zack Lynch, Nancy Schlichting and Andrew Schwab. |
• | Certain of Pear’s executive officers and directors as of the date of the Business Combination Agreement hold Pear Common Shares and Pear Options. For a description of the treatment of Pear Common Shares and Pear Options in the Business Combination, see “ The Business Combination Agreement—Merger Consideration . |
Per Share Upfront Consideration |
Earn Out Shares | |||
Holders of Pear Common Shares |
17,165,000 | 1,882,943 | ||
Holders of Pear Preferred Shares |
95,808,000 | 10,511,682 | ||
Holders of Pear Vested-In-the-Money |
1,230,000 | None | ||
Holders of Pear Warrants |
5,797,000 | None | ||
TOTAL |
120,000,000 | 12,395,625 |
(i) | Each Pear Common Share issued and outstanding as of immediately prior to the Effective Time (excluding shares owned by Pear as treasury stock or dissenting shares) will be cancelled and converted |
into (x) the right to receive the Per Share Upfront Consideration and (y) the contingent right to receive Earn Out Shares as set forth in a Consideration Schedule (as defined below). The “Per Share Upfront Consideration” is equal to such number of THMA Class A Common Shares equal to (i) $1,200,000,000 divided by $10.00 divided by (ii) the total number of Pear Common Shares outstanding immediately prior to the Effective Time, expressed on an as-exercised and as-converted to Pear Common Share basis (including any Pear Common Shares underlying Pear Vested In-the-Money |
(ii) | Each Pear Preferred Share issued and outstanding as of immediately prior to the Effective Time will be cancelled and converted into the right to receive Per Share Consideration in respect of such number of Pear Common Shares as set forth on a Consideration Schedule. |
(iii) | Each Pear In-the-Money “in-the-money” as-converted basis. |
(iv) | Each Pear Warrant will be converted into a warrant to acquire a number of THMA Class A Common Shares (“ Assumed Warrants ”) in an amount and at an exercise price and subject to such terms and conditions, in each case, as set forth on the Consideration Schedule. Subject to certain exceptions, such terms and conditions will be the same terms and conditions as were applicable to the Pear Warrant immediately prior to the Effective Time. |
• | declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any equity securities of any Pear Group Company or repurchase any outstanding equity securities of any Pear Group Company; |
• | reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock; |
• | merge, consolidate, combine or amalgamate any Pear Group Company with any person or purchase or otherwise acquire (whether by merging or consolidating with, purchasing any equity security in or a substantial portion of the assets of, or by any other manner) any corporation, partnership, association or other business entity or organization or division thereof; |
• | adopt any material amendments, supplements, restatements or modifications to any Pear Group Company’s certificate of incorporation and bylaws; |
• | transfer, issue, sell, grant or otherwise directly or indirectly dispose of, or subject to a lien, any equity securities of any Pear Group Company or any options, warrants, rights of conversion or other rights, agreements, arrangements or commitments obligating any Pear Group Company to issue, deliver or sell any equity securities of any Pear Group Company; |
• | transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any of its material assets, properties, licenses, operations, rights, product lines, businesses or interests therein, except for sales or other dispositions in the ordinary course of business consistent with past practice; sales, leases, or other dispositions of assets with a fair market value not in excess of $250,000 in the aggregate; and non-exclusive licenses entered in the ordinary course of business; |
• | incur, create or assume any indebtedness, in excess of $2,500,000, individually or in the aggregate; |
• | amend, modify, cancel, or waive any debts held by it; |
• | make any loans, advances or capital contributions to, or guarantees for the benefit of, any person or any investments in any person in excess of $1,000,000, individually or in the aggregate; |
• | amend, modify, adopt, enter into or terminate any employee benefit plan of any Pear Group Company or any benefit or compensation plan, policy, program or contract that would be an employee benefit plan if in effect as of the date of the Business Combination Agreement; |
• | increase the compensation or benefits payable to any current or former director, manager, officer, employee, or contingent worker of any Pear Group Company earning annual compensation in excess of $250,000, or increase the aggregate annual compensation or benefits payable to any other current or former director, manager, officer, employee, or contingent worker of any Pear Group Company to be greater than $250,000; |
• | accelerate any payment, right to payment, or benefit, or the funding of any payment, right to payment or benefit, payable or to become payable to any current or former director, manager, officer, employee, or contingent worker of any Pear Group Company; |
• | waive or release any noncompetition, non-solicitation, no-hire, nondisclosure or other restrictive covenant obligation of any current or former director, manager or officer of any Pear Group Company; |
• | grant any new awards under any employee benefit plan, pay any special bonus or special remuneration to any director, manager, officer, employee or contingent worker of any Pear Group Company; |
• | hire or terminate or furlough the employment of any director, officer or management level or key employee of any Pear Group Company; |
• | enter into a settlement agreement with any current or former director, manager or officer of any Pear Group Company; |
• | become a party to, establish, adopt or commence participation in any collective bargaining agreement or any other agreement with a union or similar organization; |
• | make, change or revoke any material election concerning taxes, enter into any material tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment; |
• | enter into any settlement, conciliation or similar contract the performance of which would involve the payment by the Pear Group Companies in excess of $2,500,000, in the aggregate, or that imposes, or by its terms will impose at any point in the future, any material, non-monetary obligations on any Pear Group Company (or THMA or any of its affiliates after the Closing); |
• | authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving any Pear Group Company or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses; |
• | change any Pear Group Company’s methods of accounting, other than changes that are made in accordance with Public Company Accounting Oversight Board (“ PCAOB ”) standards or required by changes in applicable law or United States generally accepted accounting principles (“GAAP ”); |
• | enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; |
• | make any change of control payment; |
• | amend, modify or terminate any material contract; waive any material benefit or right under any material contract; or enter into any contract that would constitute a material contract; |
• | become a party to, establish, adopt, amend, commence participation in or enter into any collective bargaining or other labor union contract; |
• | fail to keep current and in full force and effect, or to comply in all material respects with the requirements of, any material permit or any health regulatory permit; |
• | create or incur any material lien (other than permitted liens) that is not incurred in the ordinary course of business consistent with past practice on any of its assets; |
• | enter into any new material line of business or operations, or discontinue any material line of business or any material business operations; or |
• | enter into any contract to take, or cause to be taken, any of the actions described above. |
• | adopt any amendments, supplements, restatements or modifications to the trust agreement relating to the Trust Account or the governing documents of THMA or any of its subsidiaries; |
• | declare, set aside, make or pay a dividend on, or make any other distribution or payment in respect of, any equity securities of THMA or any of its subsidiaries, or repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any outstanding equity securities of THMA or any of its subsidiaries, as applicable, or enter into any agreement with respect to the voting of its capital stock; |
• | reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock; |
• | incur, create or assume any indebtedness, in each case, except in the ordinary course of business consistent with past practice or indebtedness owed to THMA’s Sponsor or any of its affiliates or certain of THMA’s officers and directors to finance certain expenses of THMA (provided that such indebtedness will not exceed $1,000,000 outstanding as of the Closing); |
• | make any loans or advances to, or capital contributions in, any other person, other than to, or in, THMA or any of its subsidiaries; |
• | issue any equity securities of THMA or any of its subsidiaries or grant any additional options, warrants or stock appreciation rights with respect to the equity securities of THMA or any of its subsidiaries; |
• | enter into, renew, modify or revise any transactions with related parties of THMA (or any contract or agreement that if entered into prior to the execution and delivery of the Business Combination Agreement would be a transaction with a related party of THMA); |
• | engage in any activities or business, other than activities or business (i) in connection with or incident or related to such person’s incorporation or continuing corporate existence, (ii) directed toward the accomplishment of a business combination, including those incident or related to or incurred in connection with the negotiation, preparation or execution of the Business Combination Agreement or any Ancillary Agreements, the performance of its covenants or agreements in the Business Combination Agreement or any Ancillary Agreement or the consummation of the transactions contemplated thereby or (iii) those that are administrative, ministerial or otherwise immaterial in nature; |
• | make (inconsistent with past practice), change or revoke any material election concerning taxes, enter into any material tax closing agreement, settle any material tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to or relating to any material tax claim or assessment, other than any such extension or waiver that is obtained in the ordinary course of business; |
• | authorize, recommend, propose or announce an intention to adopt, or otherwise effect, a plan of complete or partial liquidation, dissolution, restructuring, recapitalization, reorganization or similar transaction involving any Pear Group Company or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses; |
• | enter into any contract with any broker, finder, investment banker or other person under which such person is or will be entitled to any brokerage fee, finders’ fee or other commission in connection with the transactions contemplated by the Business Combination Agreement; |
• | change its methods of accounting in any material respect, other than changes that are made in accordance with PCAOB standards or required by changes in applicable law or GAAP; |
• | create any new subsidiary; or |
• | enter into any contract or any other binding commitment to take, or cause to be taken, any of the above described actions. |
• | Pear and THMA providing, subject to certain specified restrictions and conditions, to the other party and its representatives during normal business hours reasonable access to Pear’s and THMA’s (as applicable) and their respective subsidiaries’ directors, officers, employees, agents, contracts, books and records, as well as properties, offices and other facilities, in a manner so as not to interfere with their normal business operations; |
• | Pear waiving claims to the Trust Account in the event that the Business Combination is not consummated; |
• | Pear and THMA cooperating on the preparation and efforts to make effective this proxy statement/prospectus; |
• | Pear delivering to THMA certain audited and unaudited financial statements specified in the Business Combination Agreement; |
• | Pear and THMA notifying the other party of, and keeping each other reasonably informed regarding, any stockholder demands or litigation related to the Business Combination Agreement, the Ancillary Agreements or the transactions contemplated thereby commenced against THMA or its representations or, in the case of Pear, against Pear or its representatives prior to the Closing; |
• | THMA keeping current and timely filing all reports required to be filed or furnished with the SEC and otherwise complying in all material respects with its reporting obligations under applicable laws; |
• | THMA approving and adopting the 2021 Plan and the 2021 ESPP to be effective in connection with the Closing; |
• | THMA taking actions such that certain individuals will be directors of the Post-Combination Company and THMA and Pear agreeing upon the composition of certain of the committees of the board of directors of the Post-Combination Company; |
• | Pear and THMA each using efforts to obtain the approval of its stockholders of the transactions contemplated by the Business Combination Agreement; |
• | THMA agreeing not to amend, modify or waive, or permit any amendment, modification to be made to, any provision of the Forward Purchase Agreement (other than the Forward Purchase Agreement Amendment); |
• | Pear using commercially reasonable efforts to obtain certain waivers and consents of third parties and any other waivers and consents required to obtained in connection with the transactions contemplated by the Business Combination Agreement; |
• | the intended treatment of the Merger for United States federal income tax purposes as a “reorganization” within the meaning of Section 368 of the Code; and |
• | confidentiality and publicity relating to the Business Combination Agreement and the transactions contemplated thereby. |
• | the applicable waiting period (and any extensions thereof) under the HSR Act relating to the transactions contemplated by the Business Combination Agreement will have expired or been terminated; |
• | no governmental order or law issued by any court or other governmental entity restraining, prohibiting or making illegal the consummation of the transactions contemplated by the Business Combination Agreement will be pending or in effect; |
• | the registration statement of which this proxy statement/prospectus forms a part will have become effective under the Securities Act, no stop order suspending the effectiveness of the registration statement will have been issued by the SEC and remain in effect and no proceedings seeking such a stop order will have been threatened or initiated by the SEC and remain pending (the “ Effective Registration Statement Condition ”); |
• | after giving effect to the transactions contemplated by the Business Combination Agreement, THMA will have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Effective Time; |
• | the requisite approval by THMA stockholders of the Required Proposals will have been obtained (the “ THMA Stockholder Approval Condition ”); and |
• | the requisite approval of Pear stockholders of the Business Combination will have been obtained. |
• | each of the representations and warranties of Pear related to organization, good standing and qualification, corporate authority, approval and fairness, absence of certain changes since December 31, 2020 and brokers and finders must be true and correct in all material respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date); |
• | the representations and warranties of Pear related to Pear’s capital structure must be true and correct, except for de minimis |
representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects (except for de minimis |
• | all other representations and warranties of Pear must be true and correct (without giving effect to any limitation as to “materiality” or “Pear Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Pear Material Adverse Effect; |
• | Pear will have performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing; |
• | since the date of the Business Combination Agreement, no Pear Material Adverse Effect has occurred; and |
• | Pear must have delivered a certificate duly executed by an authorized officer of Pear, dated as of the Closing Date, to the effect that the first five conditions in this list are satisfied, in a form and substance reasonably satisfactory to THMA, and copies of the Registration Rights Agreement duly executed by Pear’s stockholders. |
• | THMA must have cash at the Closing (including cash contained in the Trust Account, plus other cash and cash equivalents of THMA, plus the cash proceeds delivered to THMA in connection with the consummation of the PIPE Transaction and the Forward Purchase, less the aggregate amount of cash proceeds that will be required to satisfy the redemption of any Public Shares, less the repayment of the $1.0 million THMA’s Promissory note-related party and any unpaid expenses of THMA incurred in connection with the transactions contemplated by the Business Combination Agreement) (such cash, the “ Closing THMA Cash ”) of no less than $200 million (the “Minimum Cash Condition”); |
• | each of the representations and warranties of THMA and Merger Sub related to organization, good standing and qualification, corporate authority and approval and brokers and finders must be true and correct in all material respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all material respects as of such earlier date); |
• | the representations and warranties of THMA and Merger Sub related to THMA’s capital structure must be true and correct, except for de minimis de minimis |
• | all other representations and warranties of THMA and Merger Sub must be true and correct (without giving effect to any limitation as to “materiality” or “THMA Material Adverse Effect” or any similar limitation set forth therein) in all respects as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty must be true and correct in all respects as of such earlier date), where the failure of such representations and warranties to be true and correct would not, individually or in the aggregate, reasonably be expected to have a THMA Material Adverse Effect; |
• | THMA and Merger Sub will have performed or complied in all material respects with the covenants and agreements required to be performed or complied with by it under the Business Combination Agreement at or prior to the Closing; |
• | the THMA Class A Common Shares to be issued in connection with the Business Combination must have been approved for listing on the Nasdaq (the “ Nasdaq Listing Condition ”); |
• | the Proposed Charter and the Proposed Bylaws will have been duly adopted by THMA’s stockholders (the “ Post-Combination Charter and Bylaws Condition ”); |
• | the board of directors of the Post-Combination Company will consist of seven directors and be comprised of certain individuals determined in accordance with the Business Combination Agreement (the “ Post-Combination Company Board Condition ”); and |
• | THMA must have delivered a certificate duly executed by an authorized officer of THMA, dated as of the Closing Date, to the effect that the second, third, fourth and fifth conditions in this list are satisfied, in a form and substance reasonably satisfactory to Pear, and copies of the Registration Rights Agreement duly executed by THMA and the Sponsor. |
• | by written consent of THMA and Pear; |
• | by either Pear or THMA, if the Merger is not consummated by December 21, 2021 or, in the event that the registration statement of which this proxy statement/prospectus forms a part has not become effective by November 11, 2021 and all other conditions to the consummation of the Merger have been satisfied (other than (x) the Effective Registration Statement Condition, the THMA Stockholder Approval Condition, the Nasdaq Listing Condition, the Post-Combination Charter and Bylaws Condition and the Post-Combination Company Board Condition and (y) those conditions that by their nature are to be satisfied at the Closing), March 21, 2022 (such date, as extended (if applicable), the “ Termination Date ”); provided that the right to terminate the Business Combination Agreement as described in this bullet point will not be available to THMA or Pear if THMA’s or Pear’s, as applicable, breach of any of its covenants or obligations under the Business Combination Agreement has proximately caused the failure of a condition to the consummation of the Merger; |
• | by either Pear or THMA, if any governmental entity has issued an order or taken any other action permanently enjoining, restraining or otherwise prohibiting the consummation of the transactions contemplated by the Business Combination Agreement and such order or other action has become final and nonappealable; provided, that the right to terminate the Business Combination Agreement as described in this paragraph will not be available to any party that has materially breached its obligations under the Business Combination Agreement in any manner that proximately contributed to such order becoming final and non-appealable; or |
• | by either Pear or THMA, if a special meeting of THMA’s stockholders has been held (including any adjournment or postponement thereof) and has concluded, and THMA’s stockholders have duly voted on the Required Proposals and did not approve all of the Required Proposals. |
• | any of the representations or warranties of Pear are not true and correct or if Pear has failed to perform any covenant or agreement set forth in the Business Combination Agreement such that the conditions described in the first four bullet points under the heading “ —Conditions to the Business Combination—Conditions to the Obligations of THMA and Merger —Conditions to the Business Combination—Conditions to the Obligations of Pear |
• | Pear does not deliver a written consent approving and adopting the Business Combination Agreement and the transactions contemplated thereby that is duly executed by Pear’s stockholders holding at least the requisite number of issued and outstanding Pear Common Shares and Pear Preferred Shares required to approve and adopt such matters in accordance with the DGCL and Pear’s organizational documents. |
• | an individual citizen or resident of the United States; |
• | a corporation created or organized in or under the laws of the United States, any state thereof or the District of Columbia (or any other entity treated as a corporation for U.S. federal income tax purposes); |
• | an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or |
• | a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (2) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes. |
• | such gain is effectively connected with the conduct by you of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that you maintain in the United States), in which case you generally will be subject to U.S. federal income tax on such gain at the same regular U.S. federal income tax rates applicable to a comparable U.S. Holder and, if you are a corporation for U.S. federal income tax purposes, also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate; |
• | you are an individual who is present in the United States for 183 days or more in the taxable year of the redemption and certain other conditions are met, in which case you will be subject to a 30% tax on your net capital gain for the year; 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 the redemption or the period |
during which you held Public Shares, and, in the case where our common stock is traded on an established securities market, you have owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period or your holding period for our Public Shares. We do not believe that we are or have been a U.S. real property holding corporation. |
Pear |
Post-Combination Company | |
Authorized Capital Stock | ||
Pear common stock Pear preferred stock D-1 Preferred Stock and (v) 8,109,888 of which are designated as Series D-2 Preferred Stock. As of September 3, 2021, there were outstanding (i) 20,308,856 Pear Series A Preferred Shares, (ii) 11,808,789 Pear Series B Preferred Shares, (iii) 8,951,819 Pear Series C Preferred Shares, (iv) 15,293,315 Pear Series D-1 Preferred Shares and (v) 8,109,888 Pear Series D-2 Preferred Shares. |
Post-Combination Company Common Stock Post-Combination Company Preferred Stock The number of authorized shares of Post-Combination Company Common Stock or Post-Combination Company Preferred Stock may from time to time be increased or decreased (but not below |
Pear |
Post-Combination Company | |
the number of shares of such class outstanding) by the affirmative vote of the holders of a majority in voting power of the then outstanding shares of capital stock of the Post-Combination Company. | ||
Conversion | ||
There are no conversion rights relating to Pear Common Shares. At any time, each holder of Pear Preferred Shares shall have the right, at such holder’s option and by delivery of written notice to Pear, to convert any or all of such holders of Pear Preferred Shares into Pear Common Shares at the then effective conversion rate. Each Pear Preferred Share is currently convertible, at the option of the holder thereof, into such number of fully paid and non-assessable Pear Common Shares as is determined by dividing the applicable Original Issue Price (as defined in Pear’s Certificate of Incorporation) for such series of preferred stock by the applicable conversion price for such series in effect at the time of conversion. |
There are no conversion rights relating to the Post-Combination Company Common Stock. The Post-Combination Company Board is authorized to provide out of the unissued shares of the preferred stock for one or more series of preferred stock and to establish from time to time the number of shares to be included in each such series and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of such series and any qualifications, limitations and restrictions thereof, as shall be stated in the resolution or resolutions adopted by the Post-Combination Company Board providing for the issuance of such series and included in a preferred stock designation, which the Post-Combination Company Board is vested with the authority to adopt any such resolution or resolutions. | |
Number and Qualification of Directors | ||
The stockholders at the annual meeting of Pear will determine the number of directors, and the number of directors may be increased or decreased by Pear’s stockholders or the board of directors by a vote of a majority of directors then in office, except that any such decrease by vote of the directors will only be made to eliminate vacancies existing by reason of the death, resignation or removal of one or more directors. Directors need not be stockholders. | Subject to the rights of the holders of any series of preferred stock, the number of directors that constitutes the Post-Combination Company Board shall be determined from time to time by the Post-Combination Company Board. Directors need not be stockholders. | |
Structure of Board; Election of Directors | ||
For so long as (i) at least 2,034,454 Pear Series D-1 Preferred Shares and Pear Series D-2 Preferred Shares, the holders of Pear Series D-1 Preferred Shares and Pear Series D-2 Preferred Shares will be entitled to elect one director of Pear, (ii) at least 1,065,629 Pear Series B Preferred Shares are outstanding, the holders of Pear Series B Preferred Shares will be entitled to elect one director of Pear, (iii) at least 2,392,665 Pear Series A Preferred Shares are outstanding, the holders of Pear Series A Preferred Shares will be entitled to elect three |
Following the Business Combination, holders of shares of Post-Combination Company Common Stock shall have the exclusive right to vote for the election of directors, at any annual or special meeting of the stockholders of the Post-Combination Company. Post-Combination Company stockholders will elect directors, each of whom shall hold office for an initial term ending in either 2022, 2023 or 2024, and thereafter for a term of three years and will hold |
Pear |
Post-Combination Company | |
directors of Pear, in each case, with such number of shares subject to certain anti-dilution adjustments. Any remaining directors shall be elected by the holders of Pear Common Shares and Pear Preferred Shares, voting together as a single class on an as-converted basis.The stockholders will elect directors each of whom shall hold office for a term of one year, until the next annual meeting, and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed or becomes disqualified. At all annual meeting of stockholders for the election of directors at which a quorum is present, a plurality of the votes cast shall be sufficient to elect a director. Any vacancy may be filled by vote of the stockholders at a meeting called for such purpose, or by a majority of the directors then in office. |
office until the election and qualification of their respective successors in office, or until their earlier death, resignation, disqualification or removal. No decrease in the number of directors will shorten the term of any incumbent director. At all meetings of stockholders for the election of directors at which a quorum is present, the election of directors shall be determined by a plurality of the votes cast by stockholders. | |
Removal of Directors | ||
Any director or the entire Pear board of directors may be removed, with cause, by the holders of a majority of the stock issued and outstanding and entitled to vote at an election of directors and any director may be removed without cause only by the affirmative vote of the holders of the shares of the class or series entitled to elect such director or directors. No director removed shall have any right to receive compensation as such director for any period following removal unless the body acting in the removal, in its discretion, provides for compensation. | Subject to the rights of holders of any series of preferred stock to elect and remove any directors whom such holders have the right to elect, any director may be removed at any time, but only for cause and only by the affirmative vote of the holders of not less than two thirds of the voting power of all then outstanding shares of capital stock of the Post-Combination Company entitled to vote generally in the election of directors, voting together as a single class. At least 45 days prior to any annual or special meeting of stockholders at which a director’s removal is proposed, written notice of such proposed removal and alleged grounds must be sent to the secretary of the Post-Combination Company. | |
Voting | ||
Each Pear Common Share is entitled to one vote at all meetings of stockholders and written actions in lieu of meetings. The holders of Pear Preferred Shares will be entitled to vote with the holders of Pear Common Shares on all matters submitted for a vote of the holders of Pear Common Shares. Each Pear Preferred Share is entitled to a number of votes equal to the number of whole Pear Common Shares into which such Pear Preferred Share is then convertible as of the record date. So long as at least 6,503 Pear Preferred Shares remain outstanding (subject to anti-dilution adjustments), Pear |
Each share of Post-Combination Company Common Stock is entitled to one vote on each matter submitted to a vote of stockholders. |
Pear |
Post-Combination Company | |
may not, without first obtaining the written consent or affirmative vote of the holders of at least a majority of the then outstanding Pear Preferred Shares: (a) increase or decrease the authorized number of shares of common or preferred stock; (b) create (by reclassification of otherwise) any new class or series of shares; (c) redeem of any shares of capital stock (other than redemptions of common stock pursuant to equity incentive agreements with employees, officers, directors or other service providers giving Pear the right to repurchase shares upon the termination of employment or services or upon exercise of contractual rights of first refusal); (d) effect a deemed liquidation event; (e) effect any voluntary dissolution or liquidation of Pear; (f) increase or decrease the authorized number of members of the board of directors; (g) pay or declare any dividend on any shares of stock of Pear; (h) incur aggregate debt obligation(s) in excess of $3,000,000 in principal amount; (i) enter into any agreement in which Pear has express financial obligations in excess of $3,000,000; (j) issue equity to acquire all of the equity of another entity or all or substantially all of the assets of another entity and Pear equity so issued exceeds 10% of the shares of Pear’s outstanding stock immediately prior to such transaction (calculated on a fully diluted basis); (k) create or hold capital stock in any subsidiary that is not a wholly-owned subsidiary or disposes of any subsidiary stock or all or substantially all of any subsidiary assets; (l) amend, alter or repeal any provision of Pear’s Certificate of Incorporation or Bylaws; (m) dispose (by way of sale, transfer or exclusive license of any material intellectual property) of any material assets of Pear or (n) approve of effect the acquisition of any other entity, business line or assets associated with another business or business line, which acquisition exceeds $5,000,000 in value. So long as at least 2,034,454 Pear Series D-1 Preferred Shares and Pear Series D-2 Preferred Shares are outstanding (subject to anti-dilution adjustments), Pear may not, without the written consent or affirmative vote of the holders of a majority of the outstanding Pear Series D-1 Preferred Shares and Pear Series D-2 Preferred Shares, voting together as a separate series on an as-converted basis: (a) alter or change the rights, preference or privileges of the Pear Series D-1 Preferred Shares and Pear Series D-2 Preferred Shares; (b) increase or decrease the authorized number of Pear Series D-1 Preferred Shares and Pear Series D-2 Preferred Shares; (c) amend or waive any provision of the Pear’s Certificate of Incorporation or Bylaws in any |
Pear |
Post-Combination Company | |
manner adverse to the Pear Series D-1 Preferred Shares and Pear Series D-2 Preferred Shares or (d) consummate a deemed liquidation event resulting in the holders of the Pear Series D-1 Preferred Shares receiving proceeds per share lower than two times the Series D-1 original issue price.So long as at least 903,593 Pear Series C Preferred Shares are outstanding (subject to anti-dilution adjustments), Pear may not, without the written consent or affirmative vote of the holders of at least 60% of the outstanding Pear Series C Preferred Shares: (a) alter or change the rights, preference or privileges of the Pear Series C Preferred Shares; (b) increase or decrease the authorized number of Pear Series C Preferred Shares; (c) amend or waive any provision of the Pear’s Certificate of Incorporation or Bylaws in any manner adverse to the Pear Series C Preferred Shares or (d) consummate a deemed liquidation event resulting in the holders of the Pear Series C Preferred Shares receiving proceeds per share lower than the Series C original issue price. So long as at least 1,181,458 Pear Series B Preferred Shares are outstanding (subject to anti-dilution adjustments), Pear may not, without the written consent or affirmative vote of the holders of a majority of the outstanding Pear Series B Preferred Shares: (a) alter or change the rights, preference or privileges of the Pear Series B Preferred Shares; (b) increase or decrease the authorized number of Pear Series B Preferred Shares; (c) amend or waive any provision of Pear’s Certificate of Incorporation or Bylaws in any manner adverse to the Series B Preferred Shares or (d) consummate a deemed liquidation event resulting in the holders of Pear Series B Preferred Shares receiving proceeds per share lower than the Series B original issue price. So long as at least 2,392,665 Pear Series A Preferred Shares are outstanding (subject to anti-dilution adjustments), Pear may not, without the written consent or affirmative vote of the holders of a majority of the outstanding Pear Series A Preferred Shares: (a) alter or change the rights, preference or privileges of the Pear Series A Preferred Shares; (b) increase or decrease the authorized number of Pear Series A Preferred Shares or (c) amend or waive any provision of Pear’s Certificate of Incorporation or Bylaws in any manner adverse to the Pear Series A Preferred Shares. |
Pear |
Post-Combination Company | |
Supermajority Voting Provisions | ||
Not applicable. | Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, the affirmative vote of holders of not less than two-thirds of the voting power of all then outstanding shares of capital stock of the Post-Combination Company entitled to vote thereon and the affirmative vote of at least two thirds of the voting power of all the then outstanding shares of each class entitled to vote thereon as a class is required to amend or repeal the following provisions of the Proposed Charter: (i) Section 5.2 of the Proposed Charter relating to the number, election and term of the Post-Combination Company Board; (ii) Section 7.1 of the Proposed Charter relating to special meetings of stockholders of the Post-Combination Company; (iii) Section 7.3 of the Proposed Charter relating to actions by stockholders by written consent; and (iv) Article VIII of the Proposed Charter relating to the limitation of liability of directors.The amendment or repeal of the Proposed Bylaws by the stockholders will require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock entitled to vote generally in an election of directors, voting together as a single class; provided, however, that if the Post-Combination Company Board recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal will only require the affirmative vote of the majority of the then outstanding shares of capital stock of the Post-Combination Company entitled to vote on such amendment or repeal, voting together as a single class, except that Article VIII of the Proposed Bylaws relating to indemnification, requires the affirmative vote of at least 66.7% of the total voting power of all outstanding shares of capital stock of the Post Combination Company. | |
Cumulating Voting | ||
Delaware law allows for cumulative voting only if provided for in Pear’s charter; however, Pear’s charter expressly prohibits cumulative voting. | Delaware law allows for cumulative voting only if provided for in the Proposed Charter; however, the Proposed Charter does not authorize cumulative voting. |
Pear |
Post-Combination Company | |
Vacancies on the Board of Directors | ||
Vacancies on the Pear board of directors and any newly created directorships resulting from the increase in the number of directors may be filled by vote of the stockholders at a meeting called for such purpose, or by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. When one or more directors shall resign from the board effective at a future date, a majority of the directors then in office, including those who have resigned, will have power to fill such vacancy or vacancies, the vote or action in writing thereon to take effect when such resignation or resignations become effective; provided however, that any vacancy in any directorship filled by the holders of a specific class or series, shall be filled only by the affirmative vote or written consent of such holders of such class or series. In the event the shares outstanding for such class or series falls below the minimum threshold for that series to elect a designated director, such vacancy shall be filled by the affirmative vote of the Pear Preferred Shares and the Pear Common Shares, voting together as a single class and on an as converted basis. | Subject to the special rights of the holders any series of preferred stock to elect directors, newly created directorships resulting from an increase in the number of directors and any vacancies on the Post-Combination Company Board resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director, and not by stockholders. Any director so chosen shall hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been duly elected and qualified, subject, however, to such director’s earlier death, resignation, retirement, disqualification or removal. | |
Special Meeting of the Board of Directors | ||
Special meetings of the Pear board of directors may be held at any time and at any place within or without the State of Delaware as designated in the notice of the meeting, when called by the president, or by one-third or more in number of the directors, reasonable notice thereof being given to each director by the secretary or by the president or by any one of the directors calling the meeting. |
Special meetings of the Post-Combination Company board of directors may be called orally or in writing by the chairperson of the Post-Combination Company Board, the President or by the majority of the directors then in office, or the sole director. | |
Amendment to Certificate of Incorporation | ||
Under Delaware law, an amendment to a certificate of incorporation generally requires the affirmative vote of a majority of the outstanding shares of voting stock entitled to vote thereon, voting together as a single class. See “ Voting |
Subject to the special rights of the holders of one or more outstanding series of preferred stock to elect directors, the affirmative vote of holders of not less than two-thirds of the voting power of all then outstanding shares of capital stock of the Post-Combination Company entitled to vote thereon is required to amend or repeal the following provisions of the Proposed Charter: (i) Section 5.2 of the Proposed Charter relating to the number, election and term of the Post-Combination Company Board; (ii) Section 7.1 of the Proposed Charter relating to special meetings of stockholders of the Post- Combination Company; (iii) Section 7.3 of the |
Pear |
Post-Combination Company | |
incorporation in a manner that is adverse to a particular series of preferred stock. | Proposed Charter relating to actions by stockholders by written consent; and (iv) Article VIII of the Proposed Charter relating to the limitation of liability of directors. For an amendment of any other provision of the Proposed Charter, the Proposed Charter applies Delaware law, which allows an amendment to a certificate of incorporation generally with the affirmative vote of a majority of the outstanding shares of voting stock entitled to vote thereon, voting together as a single class. | |
Amendment of Bylaws | ||
The bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders at any regular or special meeting of the stockholders or by the affirmative vote of a majority of the Pear board of directors. | The Post Combination Company Board may adopt, amend, alter or repeal the Proposed Bylaws by the affirmative vote of a majority of the directors then in office. The amendment or repeal of the Proposed Bylaws by the stockholders will require the affirmative vote of the holders of at least two-thirds of the voting power of all of the then outstanding shares of voting stock entitled to vote generally in an election of directors, voting together as a single class; provided, however, that if the Post-Combination Company Board recommends that stockholders approve such amendment or repeal at such meeting of stockholders, such amendment or repeal will only require the affirmative vote of the majority of the then outstanding shares of capital stock of the Post-Combination Company entitled to vote on such amendment or repeal, voting together as a single clause. | |
Quorum | ||
Board of Directors one-third of the total number of directors constituting the whole Pear board of directors.Stockholders |
Board of Directors Stockholders. |
Pear |
Post-Combination Company | |
Stockholder Action by Written Consent | ||
Under Delaware law, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, must be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take action at a meeting at which all shares entitled to vote thereon were present and voted. | Any action required or permitted to be taken by the stockholders must be effected by a duly called annual meeting or a special meeting of the stockholders and may not be effected by written consent of the stockholders. | |
Special Stockholder Meetings | ||
A special meeting of Pear’s stockholders may be called at any time by the president and must be called by the President or the secretary at the request in writing of a majority of the board of directors, or at the request in writing of the holders of at least ten percent of all capital stock of Pear, issued and outstanding and entitled to vote at such meeting for the purposes prescribed in the notice and at a place, date and time fixed by the board of directors. Business transacted at any special meeting of stockholders shall be confined to the purposes stated in the notice. | The Proposed Bylaws provides that special meetings of stockholders for any purpose or purposes may be called only by the Post-Combination Company Board acting pursuant to a resolution approved by the affirmative vote of a majority of the directors then in office. Nominations of persons for election to the Post-Combination Company Board and stockholder proposals of other business may not be brought before a special meeting of stockholders to be considered by the stockholders, unless the special meeting is held in lieu of an annual meeting in which case such special meeting will be deemed an annual meeting of the stockholders. | |
Notice of Stockholder Meetings | ||
Notice stating the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in case of a special meeting, the purpose or purposes for which the meeting is called. The written notice of any meeting of stockholders must be given not less than ten nor more than 60 days before the date of the meeting, to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. | Written notice stating the place, if any, date and time of each meeting, the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, the record date for determining the stockholders entitled to vote at the meeting (if such date is different from the record date for stockholders entitled to notice of the meeting) and, in case of a special meeting, the purpose or purposes for which the meeting is called, must be mailed to or transmitted electronically to each stockholder of record entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting. Notice must be given not less than ten nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. | |
Stockholder Proposals (Other than Nomination of Persons for Election as Directors) | ||
Any proper business, including the election of directors, may be transacted at the annual meeting of stockholders. | No business may be transacted at an annual meeting of stockholders, other than business that is either |
Pear |
Post-Combination Company | |
Business transacted at any special meeting of stockholders must be limited to the purposes stated in the notice. | (i) specified in the Post-Combination Company’s notice of meeting (or any supplement thereto) delivered pursuant to the Proposed Bylaws, (ii) properly brought before the annual meeting by or at the direction of the Post-Combination Company Board or the chairman of the Post-Combination Company Board or (iii) otherwise properly brought before the annual meeting by any stockholder of the Post-Combination Company who is entitled to vote at the meeting, who complies with the below notice procedures and who is a stockholder of record at the time such notice is delivered to the Secretary of the Post-Combination Company. The stockholder must (i) give timely notice thereof in proper written form to the Secretary of the Post-Combination Company, (ii) provide any updates or supplements to such notice at the times and in the forms required by the Proposed Bylaws and (iii) together with the beneficial owner(s), if any, on whose behalf the nomination or business proposal is made, have acted in accordance with the representations set forth in a solicitation statement as required by the bylaws. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Post-Combination Company not less than 90 or more than 120 days before the meeting. | |
Stockholder Nominations of Persons for Election as Directors | ||
Not applicable. | Nominations of persons for election to the Post-Combination Company Board may be made at an annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in the Post-Combination Company’s notice of such special meeting, (i) by or at the direction of the Post-Combination Company Board or (ii) by any stockholder of the Post-Combination Company who is entitled to vote at the meeting, who complies with the notice procedures and who is a stockholder of record at the time such notice is delivered to the Secretary of the Post-Combination Company. For a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary. To be timely, a stockholder’s notice to the Secretary must be received by the Secretary at the principal executive offices of the Post-Combination Company (i) in the case of an annual meeting, not later than the close of |
Pear |
Post-Combination Company | |
business not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the even the annual meeting is more than 30 days before or 60 days after the anniversary of the preceding year’s annual meeting or special meeting in lieu thereof, or in the event that no such meeting was held the previous year, then such notice must be received no earlier than the close of business on the 120 th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which a public announcement of the date of the special meeting is first made. | ||
Limitation of Liability of Directors and Officers | ||
To the fullest extent permitted by the DGCL, a director of Pear will not be personally liable to Pear or its stockholders for monetary damages for breach of fiduciary duty owed to Pear and its stockholders. If the DGCL or any other law of the state of Delaware is amended after approval by the stockholders to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of Pear shall be eliminated or limited to the fullest extent permitted by the DGCL as so amended. The amendment, repeal or modification of this provision in Pear’s charter will not eliminate, reduce or adversely affect any right or protection of or increase the liability of a director of Pear in respect to any act or omission occurring prior to the time of such amendment, repeal or modification. |
No director of the Post-Combination Company shall be personally liable to the Post-Combination Company or its stockholders for monetary damages for breach of fiduciary duty owed to the Post-Combination Company and its stockholders, except to the extent such exemption from liability or limitation thereof is not permitted under the DGCL as the same exists or hereafter may be amended. Neither the amendment, repeal or modification of this provision in the Proposed Charter, nor to the fullest extent permitted by the DGCL, any modification of law, shall adversely affect any right or protection of a director of the Post-Combination Company with respect to any act or omission occurring prior to such amendment, repeal or modification. If the DGCL is amended after approval by the stockholders of this provision to authorize corporate action further eliminating or limiting personal liability of directors, then the liability of directors of the Post-Combination Company shall be eliminated or limited to the fullest extent permitted by the DGCL, as so amended. | |
Indemnification of Directors, Officers, Employees and Agents | ||
Pear will indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person for any proceeding by reason of the fact that such person is or was a director or officer of Pear or, while a director or officer, is or was serving at the request of Pear as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise if such proceeding or part thereof was authorized by Pear’s board of directors or Pear. | The Post-Combination Company will indemnify and hold harmless, to the fullest extent permitted by the DGCL, any person for any proceeding by reason of the fact that such person is or was a director or officer of the Post-Combination Company or, while a director or officer, is or was serving at the request of the Post-Combination Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise if such proceeding or part thereof was authorized by the Post-Combination Company’s board of directors or |
Pear |
Post-Combination Company | |
The right to indemnification covers all expenses, liability and loss reasonably incurred or suffered by such person in connection with any such proceeding, provided, however that an advancement of expenses will be made only upon delivery to Pear of an understanding, by or on behalf of the indemnitee to repay all amounts so advanced if it should be determined that the indemnitee is not entitled to be indemnified for the expenses. Such rights will continue as to an indemnitee who has ceased to be a director, officer, employee or agent and will inure to the benefit of the indemnitee’s heirs, executors and administrators, provided, however, that Pear shall indemnify such person only if (a) such indemnification is expressly required to be made by law, (b) the proceeding (or part thereof) was authorized by the Pear board of directors, (c) such indemnification is provided by Pear, pursuant to the powers vested in Pear under the DGCL, or (d) the proceeding (or part thereof) is brought to establish or enforce a right to indemnification or advancement under an indemnity agreement or any other statute or law or otherwise as required under Section 145 of the DGCL. Notwithstanding the foregoing, except for proceedings to enforce rights to indemnification and advancement of expenses, Pear shall indemnify and advance expenses to an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by Pear’s board. Any amendment, repeal or modification of the indemnification provision in the Pear charter shall not (a) adversely affect any right or protection of a director, officer or other agent of the Corporation existing at the time of such amendment, repeal or modification, or (b) increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to, such amendment, repeal or modification. |
the Post-Combination Company, provided, however, that this amount shall be reduced by any amount that such person may collect as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, enterprise or non-profit enterprise. With respect to proceedings to enforce rights to indemnification, the Post-Combination Company will indemnify an indemnitee in connection with a proceeding (or part thereof) initiated by such indemnitee only if such proceeding (or part thereof) was authorized by the board.The Post-Combination Company has the power to indemnify and hold harmless, to the fullest extent permitted by applicable law, any employee or agent of the Post-Combination Company who was or is made a party or is otherwise involved in a proceeding by reason of the fact that he or she, or a person whom the employee or agent was made a legal representative, is or was an employee or agent of the Post-Combination Company or is or was serving at the request of the Post-Combination Company as a director, officer, employee or agent against all liability and loss suffered and expenses reasonably incurred by such person in connection with any such proceeding. The right to indemnification covers all liability and loss suffered and expenses (including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) actually and reasonably incurred by such person in connection with any such proceeding, provided, however, that any payment or pre-payment of expenses paid shall be made only upon receipt of an undertaking by the indemnitee to repay all amounts advanced if it should be determined that the indemnitee is not entitled to be indemnified for the expenses.Such rights will continue as to an indemnitee who has ceased to be a director, officer, employee or agent and will inure to the benefit of the estate, his or her heirs, executors, administrators, legatees and distributes. | |
Dividends, Distributions and Stock Repurchases | ||
The holders of Pear Series D-1 Preferred Shares and Series D-2 Preferred Shares will be entitled to receive non-cumulative dividends in preference to holders of the |
Subject to applicable law and the rights and preferences of the holders of any outstanding series of the Post-Combination Company preferred stock, |
Pear |
Post-Combination Company | |
Pear Series C Preferred Shares, Pear Series B Preferred Shares, Pear Series A Preferred Shares and Pear Common Shares, when as and if declared by the Pear board of directors from funds that are legally available therefor. Pear may not declare, pay or set aside any dividends on any shares of capital stock of Pear unless the holders of Pear Series D-1 Preferred Shares and Series D-2 Preferred Shares then outstanding have first or simultaneously therewith received a dividend on each outstanding Pear Series D-1 Preferred Shares and Series D-2 Preferred Shares in an amount at least equal to 8% of the Series D-1 Original Issue Price (as defined in the Pear certificate of incorporation) or 8% of the Series D-2 Original Issue Price (as defined in the Pear certificate of incorporation).After payment of the dividends to holders of Pear Series D-1 Preferred Shares and Pear Series D-2 Preferred Shares as described above, the holders of Pear Series C Preferred Shares will be entitled to receive non-cumulative dividends in preference to holders of the Pear Series B Preferred Shares, Pear Series A Preferred Shares and Pear Common Shares, when as and if declared by the Pear board of directors from funds that are legally available therefor, in an amount at least equal to 8% of the Series C Original Issue Price (as defined in the Pear certificate of incorporation).After payment of the dividends to holders of Pear Series D-1 Preferred Shares, Pear Series D-2 Preferred Shares and Pear Series C Preferred Shares as described above, the holders of Pear Series B Preferred Shares will be entitled to receive non-cumulative dividends in preference to holders of Pear Series A Preferred Shares and Pear Common Shares, when as and if declared by the Pear board of directors from funds that are legally available therefor, in an amount at least equal to 8% of the Series B Original Issue Price (as defined in the Pear certificate of incorporation).After payment of the dividends to holders of Pear Series D-1 Preferred Shares, Pear Series D-2 Preferred Shares, Pear Series C Preferred Shares and Pear Series B Preferred Shares as described above, the holders of Pear Series A Preferred Shares will be entitled to receive non-cumulative dividends in preference to holders of Pear Common Shares, when as and if declared by the Pear board of directors from funds that are legally available therefor, in an amount at least equal to 8% of |
and to the other provisions of the Proposed Charter, the holders of common stock shall be entitled to the payment of dividends when, as and if declared by the Post-Combination Company Board. |
Pear |
Post-Combination Company | |
the Series A Original Issue Price (as defined in the Pear certificate of incorporation). | ||
Liquidation | ||
Upon any liquidation, dissolution, winding up, merger or consolidation of Pear, the assets available for distribution to its stockholders will be paid out: • First, to holders of Pear Series D-1 Preferred Shares and Pear Series D-2 Preferred Shares then outstanding in an amount per share equal to the original purchase price of $6.5388 per Pear Series D-1 Preferred Share or $3.9458 per Pear Series D-2 Preferred Share (subject to anti-dilution adjustments and declared but unpaid dividends).• Second, to holders of Pear Series C Preferred Shares then outstanding in an amount per share equal to the original purchase price of $7.1935 per Pear Series C Preferred Share (subject to anti-dilution adjustments and declared but unpaid dividends). • Third, to holders of Pear Series B Preferred Shares then outstanding in an amount per share equal to the original purchase price of $4.3167 per Pear Series B Preferred Share (subject to anti-dilution adjustments and declared but unpaid dividends). • Fourth, to holders of Pear Series A Preferred Shares then outstanding in an amount per share equal to the original purchase price of $0.9171 per Pear Series A Preferred Share (subject to anti-dilution adjustments and declared but unpaid dividends). • Fifth, to holders of Pear Preferred Shares and Pear Common Shares, pro rata based on the number of shares held by each such holder, treating all such securities as if they had been converted to Pear Common Shares, provided that holders of Pear Preferred Shares will receive an amount that exceeds three times the original issue price of the particular series of Pear Preferred Shares. |
Subject to applicable law and the rights, if any, of the holders of any outstanding series of preferred stock, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the Post-Combination Company, after payment or provision for payment of the debts and other liabilities of the Post-Combination Company, the holders of shares of Post-Combination Company Common Stock will be entitled to receive all the remaining assets of the Post-Combination Company available for distribution to its stockholders, ratably in proportion to the number of shares of Post-Combination Company Common Stock held by them. | |
Stockholder Rights Plan | ||
While Delaware law does not include a statutory provision expressly validating stockholder rights plans, such plans have generally been upheld by court decisions applying Delaware law. | While Delaware law does not include a statutory provision expressly validating stockholder rights plans, such plans have generally been upheld by court decisions applying Delaware law. |
Pear |
Post-Combination Company | |
Pear does not have a stockholder rights plan currently in effect, but under the DGCL, Pear’s board of directors could adopt such a plan without stockholder approval. |
The Post-Combination Company does not have a stockholder rights plan currently in effect, but under the DGCL, the Post-Combination Company Board could adopt such a plan without stockholder approval. | |
Preemptive Rights | ||
No adjustment in the conversion price of a series of preferred stock shall be made as the result of the issuance or deemed issuance of additional shares of common stock if Pear receives written notice from the holders of a majority of the outstanding shares of such series of preferred stock agreeing that no adjustment to such series shall be made as the result of the issuance or deemed issuance. | There are no specific preemptive rights relating to shares of the Post-Combination Company Common Stock, but authority is expressly granted to the Post-Combination Company Board to grant dividend rights, conversion rights, redemption privileges, liquidation preferences or change series rank (to make superior, equal, or junior) to holders of preferred stock, upon issuance of capital stock. | |
Duties of Directors | ||
Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self-dealing, and the duty of care requires directors in managing Pear’s affairs to use that level of care which ordinarily careful and prudent persons would use in similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule. Pear’s board of directors may exercise all such powers of Pear and do all such lawful acts and things as are not by statute or Pear’s charter or bylaws directed or required to be exercised or done solely by the stockholders. |
Under Delaware law, the standards of conduct for directors have developed through Delaware court case law. Generally, directors of Delaware corporations are subject to a duty of loyalty and a duty of care. The duty of loyalty requires directors to refrain from self- dealing, and the duty of care requires directors in managing the Post-Combination Company’s affairs to use that level of care which ordinarily careful and prudent persons would use in similar circumstances. When directors act consistently with their duties of loyalty and care, their decisions generally are presumed to be valid under the business judgment rule. The Post-Combination Company Board may exercise all such powers of the Post-Combination Company and do all such lawful acts and things as are not by statute or the Proposed Charter or Proposed Bylaws directed or required to be exercised or done solely by the stockholders. | |
Inspection of Books and Records; Stockholder Lists | ||
Inspection: Voting List: |
Inspection List of Stockholders Entitled to Vote: |
Pear |
Post-Combination Company | |
reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order for each class of stock and showing the mailing address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten days prior to the meeting, either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting or (ii) during ordinary business hours, at the principal place of business of Pear. In the event that Pear determines to make the list available on an electronic network, Pear may take reasonable steps to ensure that such information is available only to stockholders of Pear. If the meeting is to be held at a place, then the list shall be reduced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to examination of any stockholder during the entire meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting. | before every meeting of the stockholders, a complete list of the stockholders entitled to vote at the meeting. The list will reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order for each class of stock and showing the mailing address of each stockholder and the number of shares registered in the name of each stockholder. The Post-Combination Company will not be required to include electronic mail addresses or other electronic contact information on such list. The list will be open to the examination of any stockholder, for any purpose germane to the meeting at least 10 days prior to the meeting either (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is open to the examination of any such stockholder or (ii) during ordinary business hours at the principal executive office of the Post-Combination Company. In the event that the Post-Combination Company determines to make the list available on an electronic network, the Post-Combination Company may take reasonable steps to ensure that the information is only to stockholders of the Post-Combination Company. If the meeting is to be held at a place, then a list of stockholders entitled to vote at the meeting will be produced and kept at the time and place of the meeting during the whole time thereof and may be examined by any stockholder who is present. If a meeting of stockholders is to be held solely by means of remote communication, the list shall be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of meeting. Such list shall presumptively determine the identity of the stockholders entitled to vote at the meeting and the number of shares held by each of them. | |
Choice of Forum | ||
Not applicable. | Unless the Post-Combination Company consents in writing to the selection of an alternative forum, the Proposed Charter designates the Court of Chancery of the State of Delaware (or in the event that the Chancery Court does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) as the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the Post-Combination Company, (ii) any claim of breach of a fiduciary duty owed by any of the Post-Combination |
Pear |
Post-Combination Company | |
Company’s directors, officers or employees to the Post-Combination Company or its stockholders, (iii) any claim against the Post-Combination Company arising pursuant to any provision of the Post-Combination Company’s charter, bylaws or the DGCL, or (iv) any action asserting a claim against the Post-Combination Company, its directors, officers or employees, as governed by the internal affairs doctrine. The Proposed Charter designates the federal district court for the District of Delaware as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended. |
• | 1% of the total number of the THMA Class A Common Shares then outstanding; or |
• | the average weekly reported trading volume of the THMA Class A Common Shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
• | the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
• | the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
• | the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding twelve months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and |
• | at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
Name |
Pear Series D-1 Preferred Shares |
Total Purchase Price |
||||||
SVF II AIV (DE) LLC (1) |
3,823,331 | $ | 24,999,996.75 | |||||
TLS Beta Pte. Ltd. (2) |
3,823,331 | $ | 24,999,996.75 | |||||
5AM Opportunities I, L.P. (3) |
764,666 | $ | 4,999,998.05 | |||||
Arboretum Ventures IV, L.P. (4) |
49,703 | $ | 324,997.98 | |||||
JAZZ Human Performance Technology Fund, L.P. (5) |
152,933 | $ | 999,998.31 | |||||
JAZZ Human Performance Opportunity Fund, L.P. (5) |
458,799 | $ | 2,999,994.91 |
(1) | Elena Viboch is a member of the board of directors of Pear and an affiliate of SVF II AIV (DE) LLC (“ Softbank ”). Softbank currently holds more than 5% of Pear’s outstanding capital stock. Ms. Viboch will not serve on the Post-Combination Company Board. |
(2) | TLS Beta Pte. Ltd. (“ Temasek ”) currently holds more than 5% of Pear’s outstanding capital stock. |
(3) | Andrew Schwab is a member of the board of directors of Pear and an affiliate of 5AM Opportunities I, L.P. (“ 5AM Opportunities ”). 5AM Opportunities and its affiliated entities, 5AM Ventures IV, L.P. (“5AM Ventures ”) and 5AM Co-Investors IV, L.P. (“5AM ”), currently hold more than 5% of Pear’s outstanding capital stock. Mr. Schwab is a nominee for election to the Post-Combination Company Board. Co-Investors |
(4) | Timothy Petersen is a member of the board of directors of Pear and an affiliate of Arboretum Ventures IV, L.P. (“ Arboretum ”). Arboretum currently holds more than 5% of Pear’s outstanding capital stock. Mr. Petersen will not serve on the Post-Combination Company Board. |
(5) | Zack Lynch is a member of the board of directors of Pear and an affiliate of JAZZ Human Performance Technology Fund, L.P. and JAZZ Human Performance Opportunity Fund, L.P. JAZZ ”). JAZZ currently holds more than 5% of Pear’s outstanding capital stock. Mr. Lynch is a nominee for election to the Post-Combination Company Board. |
Name |
Pear Series D-2 Preferred Shares |
Total Purchase Price |
||||||
SVF II AIV (DE) LLC (1) |
4,054,944 | $ | 15,999,998.04 | |||||
TLS Beta Pte. Ltd. (2) |
4,054,944 | $ | 15,999,998.04 |
(1) | Elena Viboch is a member of the board of directors of Pear and an affiliate of Softbank. Softbank currently holds more than 5% of Pear’s outstanding capital stock. Ms. Viboch will not serve on the Post-Combination Company Board. |
(2) | Temasek currently holds more than 5% of Pear’s outstanding capital stock. |
Name |
Pear Series C Preferred Shares |
Total Purchase Price |
||||||
TLS Beta Pte. Ltd. (1) |
3,475,359 | $ | 24,999,994.97 | |||||
5AM Opportunities I, L.P. (2) |
1,390,143 | $ | 9,999,993.68 | |||||
Arboretum Ventures IV, L.P. (3) |
695,071 | $ | 4,999,993.24 | |||||
JAZZ Human Performance Technology Fund, L.P. (4) |
278,028 | $ | 1,999,994.42 | |||||
JAZZ Human Performance Opportunity Fund, L.P. (4) |
278,028 | $ | 1,999,994.42 |
(1) | Temasek currently holds more than 5% of Pear’s outstanding capital stock. |
(2) | Andrew Schwab is a member of the board of directors of Pear and an affiliate of 5AM Opportunities. 5AM Opportunities and its affiliated entities, 5AM Ventures and 5AM Co-Investors, currently hold more than 5% of Pear’s outstanding capital stock. Mr. Schwab is a nominee for election to the Post-Combination Company Board. |
(3) | Timothy Petersen is a member of the board of directors of Pear and an affiliate of Arboretum. Arboretum currently holds more than 5% of Pear’s outstanding capital stock. Mr. Petersen will not serve on the Post-Combination Company Board. |
(4) | Zack Lynch is a member of the board of directors of Pear and an affiliate of JAZZ. JAZZ currently holds more than 5% of Pear’s outstanding capital stock. Mr. Lynch is a nominee for election to the Post-Combination Company Board. |
Name |
Pear Series B Preferred Shares |
Total Purchase Price |
||||||
TLS Beta Pte. Ltd. (1) |
5,559,803 | $ | 24,000,001.62 | |||||
5AM Co-Investors IV, L.P.(2) |
52,509 | $ | 226,665.61 | |||||
5AM Ventures IV, L.P. (2) |
1,260,222 | $ | 5,440,000.31 | |||||
Arboretum Ventures IV, L.P. (3) |
1,081,073 | $ | 4,666,667.82 | |||||
JAZZ Human Performance Technology Fund, L.P. (4) |
1,776,048 | $ | 7,666,666.41 |
(1) | Temasek currently holds more than 5% of Pear’s outstanding capital stock. |
(2) | Andrew Schwab is a member of the board of directors of Pear and an affiliate of 5AM Opportunities. 5AM Opportunities and its affiliated entities, 5AM Ventures and 5AM Co-Investors, currently hold more than 5% of Pear’s outstanding capital stock. Mr. Schwab is a nominee for election to the Post-Combination Company Board. |
(3) | Timothy Petersen is a member of the board of directors of Pear and an affiliate of Arboretum. Arboretum currently holds more than 5% of Pear’s outstanding capital stock. Mr. Petersen will not serve on the Post-Combination Company Board. |
(4) | Zack Lynch is a member of the board of directors of Pear and an affiliate of JAZZ. JAZZ currently holds more than 5% of Pear’s outstanding capital stock. Mr. Lynch is a nominee for election to the Post-Combination Company Board. |
Page |
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Financial Statements (Audited) for the period from December 1, 2020 (inception) to December 31, 2020 |
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F-2 |
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F-3 |
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F-4 |
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Financial Statements (Unaudited) |
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F-18 |
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F-19 |
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Financial Statements (Audited) for the years ended December 31, 2019 and December 31, 2020 |
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F-39 |
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F-40 |
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F-41 |
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Financial Statements (Unaudited) for the six months ended June 30, 2021 |
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F-77 |
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F-78 |
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F-79 |
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F-80 |
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F-81 |
ASSETS |
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Deferred offering costs |
$ | |||
Total Assets |
$ |
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LIABILITIES AND STOCKHOLDER’S EQUITY |
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Current liabilities |
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Accounts payable and accrued expenses |
$ | |||
Accrued offering costs |
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Promissory note—related party |
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Total Liabilities |
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Commitments |
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Stockholder’s Equity |
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Preferred stock, $ |
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Class A common stock, $ |
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Class B common stock, $ (1) |
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Additional paid-in capital |
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Accumulated deficit |
( |
) | ||
Total Stockholder’s Equity |
||||
Total Liabilities and Stockholder’s Equity |
$ |
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(1) | Includes up to |
Formation costs |
$ | |||
Net loss |
$ |
( |
) | |
Weighted average shares outstanding, basic and diluted (1) |
||||
Basic and diluted net loss per common share |
$ |
( |
) | |
(1) | Excludes up to |
Class B Common Stock (1) |
Additional Paid-in Capital |
Accumulated Deficit |
Stockholder’s Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance—December 1, 2020 (Inception) |
$ | $ | $ | $ | ||||||||||||||||
Issuance of Class B common stock to Sponsor (1) |
— | |||||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance—December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Includes up to |
Cash flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Changes in operating assets and liabilities: |
||||
Accrued expenses |
||||
Net cash used in operating activities |
( |
) | ||
Cash Flows from Financing Activities: |
||||
Proceeds from promissory note—related party |
||||
Payment of offering costs |
( |
) | ||
Net cash provided by financing activities |
||||
Net Change in Cash |
||||
Cash—Beginning |
||||
Cash—Ending |
$ |
|||
Supplemental disclosure of non-cash investing and financing activities: |
||||
Deferred offering costs included in accrued offering costs |
$ | |||
Payment of deferred offering costs by the Sponsor in exchange for the issuance of Class B common stock |
$ | |||
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $ |
• | if, and only if, the closing price of our Class A common stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any |
June 30 ,2021 |
December 31, 2020 |
|||||||
(Unaudited) | (Audited) | |||||||
ASSETS |
||||||||
Current assets |
||||||||
Cash |
$ | $ | — | |||||
Prepaid expenses |
— | |||||||
Total Current Assets |
— | |||||||
Deferred offering costs |
— | |||||||
Marketable securities held in Trust Account |
— | |||||||
TOTAL ASSETS |
$ |
$ |
||||||
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
||||||||
Current liabilities |
||||||||
Accounts payable and accrued expenses |
$ | $ | ||||||
Accrued offering costs |
— | |||||||
Promissory note — related party |
||||||||
Total Current Liabilities |
||||||||
Warrant liability |
— | |||||||
Deferred underwriting fee payable |
— | |||||||
TOTAL LIABILITIES |
||||||||
Commitments (Note 7) |
||||||||
Class A common stock subject to possible redemption June 30 , 2021 (at redemption value of $ |
— | |||||||
Stockholders’ (Deficit) Equity |
||||||||
Preferred stock, $ |
— | |||||||
Class A common stock, $ |
— | |||||||
Class B common stock, $ as of June 30, 2021 and December 31, 2020 |
||||||||
Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ (Deficit) Equity |
( |
) |
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) |
$ |
$ |
||||||
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||
2021 |
2021 |
|||||||
Operating and formation costs |
$ | |
$ |
|
| |||
|
|
|
|
|
|
|
|
|
Loss from operations |
( |
) |
|
|
( |
) | ||
Other expense: |
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|
|
| ||||
Interest earned on marketable securities held in Trust Account |
|
|
|
| ||||
Change in fair value of warrants |
( |
) | |
|
( |
) | ||
Change in fair value of promissory note |
|
|
|
| ||||
Unrealized gain on marketable securities held in Trust Account |
— |
|
|
|
| |||
|
|
|
|
|
|
|
|
|
Other expense, net |
( |
) | |
|
( |
) | ||
|
|
|
|
|
|
|
|
|
Net loss |
$ |
( |
) |
|
$ |
( |
) | |
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Class A common stock subject to redemption |
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
Basic and diluted net income (loss) per share, Class A common stock subject to redemption |
$ |
|
$ |
|
| |||
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per share, Non-redeemable common stock |
$ |
( |
) | |
$ |
( |
) | |
|
|
|
|
|
|
|
|
|
Class A Common Stock |
Class B Common Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||
Balance – January 1, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
|||||||||||||||||||||
Sale of 27,600,000 Unit, net of underwriting discounts and offering expenses |
— | — | — | |||||||||||||||||||||||||
Cash paid in excess of fair value for Private Placement Warrants |
— | — | — | — | — | |||||||||||||||||||||||
Class A common stock subject to possible redemption |
( |
) | ( |
) | — | — | ( |
) | ( |
) | ( |
) | ||||||||||||||||
Net income |
— | — | — | — | — | |||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Balance – March 31, 2021 |
$ |
$ |
$ |
$ |
( |
) |
$ |
( |
) | |||||||||||||||||||
Change in Class A common stock subject to possible redemption |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Net loss |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance – June 30, 2021 |
|
|
— |
|
|
$ |
— |
|
|
|
|
|
|
$ |
|
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: |
||||
Change in fair value of warrant liability |
||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||
Transaction costs incurred in connection with the issuance of warrants |
||||
Unrealized gain on marketable securities held in Trust Account |
( |
) | ||
Change in fair value of promissory note |
|
|
( |
) |
Changes in operating assets and liabilities: |
||||
Prepaid expenses |
( |
) | ||
Accounts payable and accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Investing Activities: |
||||
Investment of cash in Trust Account |
( |
) | ||
|
|
|||
Net cash used in investing activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from sale of Units, net of underwriting discounts paid |
||||
Proceeds from sale of Private Placement Warrants |
||||
Repayment of promissory note – related party |
( |
) | ||
Proceeds from promissory note – related party |
|
|
|
|
Proceeds from promissory note – related party |
||||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash – Beginning of period |
||||
|
|
|||
Cash – End of period |
$ |
|||
|
|
|||
Non-Cash investing and financing activities: |
||||
Initial classification of common stock subject to possible redemption |
$ | |||
|
|
|||
Deferred underwriting fee payable |
$ | |||
Initial classification of warrant liability |
$ | |||
|
|
Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||
2021 |
2021 |
|||||||
Class A Common stock subject to possible redemption |
|
|
|
| ||||
Numerator: Earnings allocable to Class A Common stock subject to possible redemption |
|
|
|
| ||||
Interest earned on marketable securities held in Trust Account |
$ | |
$ |
|
| |||
Less: interest available to be withdrawn for payment of taxes |
( |
) | |
|
( |
) | ||
|
|
|
|
|
|
|
|
|
Net income allocable to Class A ordinary shares subject to possible redemption |
$ | |
$ |
|
| |||
|
|
|
|
|
|
|
|
|
Denominator: Weighted Average Class A Common stock subject to possible redemption |
|
|
|
| ||||
Basic and diluted weighted average shares outstanding, Class A Common stock subject to possible redemption |
|
|
|
| ||||
|
|
|
|
|
|
|
| |
Basic and diluted net income per share, Class A Common stock subject to possible redemption |
$ | |
$ |
|
| |||
|
|
|
|
|
|
|
|
|
Non-Redeemable Common Stock |
|
|
|
| ||||
Numerator: Net Loss allocable to non redeemable stock |
|
|
|
| ||||
Net loss |
$ | ( |
) | |
$ |
( |
) | |
Net Loss allocable to Class A Common stock subject to possible redemption |
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
Non-Redeemable Net Loss |
$ |
( |
) |
|
$ |
( |
) | |
|
|
|
|
|
|
|
|
|
Denominator: Weighted Average Non-redeemable Common stock |
|
|
|
| ||||
Basic and diluted weighted average shares outstanding, Non-redeemable common stock |
|
|
|
| ||||
|
|
|
|
|
|
|
|
|
Basic and diluted net l oss per share, Non-redeemable common stock |
$ |
( |
) |
|
$ |
( |
) | |
|
|
|
|
|
|
|
|
|
June 30 |
||||
Expected volatility (%) |
% | |||
Risk-free interest rate (%) |
% | |||
Expected dividend yield (%) |
||||
Contractual term (years) |
||||
Conversion price |
$ |
|||
Underlying share price |
||||
Underlying value per private warrant |
$ |
|||
Convertible notes amount |
$ |
|||
Fair value of the conversion feature |
$ |
• | in whole and not in part; |
• | at a price of $ |
• | upon a minimum of |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $ |
• | in whole and not in part; |
• | at $ |
• | if, and only if, the closing price of the Class A common stock equals or exceeds $ |
• | if, and only if, the closing price of our Class A common stock (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any |
Level 1: |
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |
Level 2: |
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |
Level 3: |
Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. |
Description |
Level |
June 30 ,2021 |
||||||
Assets: |
||||||||
Marketable securities held in Trust Account |
1 | $ | ||||||
Liabilities: |
||||||||
Warrant Liability – Public Warrants |
1 | |||||||
Warrant Liability – Private Placement Warrants |
2 |
|||||||
Convertible Promissory Note |
3 |
February 4, 2021 (Initial Measurement) |
June 30, 2021 |
|||||||||||
Public Warrants |
Private Warrants |
Private Warrants |
||||||||||
Market price of public shares |
$ |
$ |
||||||||||
Risk-free rate |
% |
% |
% | |||||||||
Dividend yield |
% |
% |
% | |||||||||
Volatility |
% |
% |
% | |||||||||
Exercise price |
$ |
$ |
||||||||||
Effective expiration date |
||||||||||||
One-touch hurdle |
$ |
Private Placement |
Public |
Warrant Liabilities |
||||||||||
Fair value as of January 1, 2021 |
$ | |||||||||||
Initial measurement on February 4 , 2021 |
||||||||||||
Change in fair value |
||||||||||||
|
|
|
|
|
|
|||||||
Fair value as of June 30, 2021 |
$ | |||||||||||
|
|
|
|
|
|
December 31, |
||||||||
2020 |
2019 |
|||||||
Assets |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 110,900 | $ | 27,415 | ||||
Short-term investments |
13,535 | 77,034 | ||||||
Accounts receivable |
257 | 1,008 | ||||||
Prepaid expenses and other current assets |
1,365 | 1,521 | ||||||
|
|
|
|
|||||
Total current assets |
126,057 | 106,978 | ||||||
Property and equipment, net |
4,277 | 680 | ||||||
Restricted cash |
1,161 | 1,911 | ||||||
Other long-term assets |
871 | 123 | ||||||
|
|
|
|
|||||
Total assets |
$ |
132,366 |
$ |
109,692 |
||||
|
|
|
|
|||||
Liabilities, convertible preferred stock and stockholders’ deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 4,506 | $ | 2,696 | ||||
Accrued expenses and other current liabilities |
9,568 | 6,328 | ||||||
Deferred revenues |
267 | 3,633 | ||||||
Current maturities of long-term debt |
26,345 | 4,444 | ||||||
|
|
|
|
|||||
Total current liabilities |
40,686 | 17,101 | ||||||
Long-term debt—less current maturities |
— | 10,719 | ||||||
Embedded debt derivative |
675 | — | ||||||
Warrant liabilities |
2,650 | 52 | ||||||
Deferred revenues |
— | 2,510 | ||||||
Other long-term liabilities |
1,239 | 526 | ||||||
|
|
|
|
|||||
Total liabilities |
45,250 |
30,908 |
||||||
|
|
|
|
|||||
Commitments and contingencies (Note 7 and 9) |
||||||||
Convertible preferred stock (Note 10) |
269,422 | 144,827 | ||||||
Stockholders’ deficit: |
||||||||
Common stock, $0.0001 par value; 100,000,000 and 75,000,000 shares authorized as of December 31, 2020 and 2019, respectively; 11,066,936 and 14,859,315 shares issued and outstanding as of December 31, 2020 and 2019, respectively. |
1 | 1 | ||||||
Additional paid-in capital |
534 | 3,771 | ||||||
Accumulated deficit |
(182,841 | ) | (69,844 | ) | ||||
Accumulated other comprehensive income |
— | 29 | ||||||
|
|
|
|
|||||
Total stockholders’ deficit |
(182,306 |
) |
(66,043 |
) | ||||
|
|
|
|
|||||
Total liabilities, convertible preferred stock and stockholders’ deficit |
$ |
132,366 |
$ |
109,692 |
||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Revenue |
||||||||
Product revenue |
$ | 149 | $ | 65 | ||||
Collaboration and license revenue |
9,235 | 32,497 | ||||||
|
|
|
|
|||||
Total revenue |
9,384 | 32,562 | ||||||
Cost and operating expenses: |
||||||||
Cost of product revenue |
1,718 | 998 | ||||||
Research and development |
28,084 | 35,698 | ||||||
Selling, general and administrative |
56,226 | 27,469 | ||||||
|
|
|
|
|||||
Total cost and operating expenses |
86,028 | 64,165 | ||||||
Loss from operations |
(76,644 | ) | (31,603 | ) | ||||
|
|
|
|
|||||
Other income (expenses): |
||||||||
Interest and other (expense) income, net |
(2,562 | ) | 1,415 | |||||
Amortization of deferred gain on note payable to collaboration partner |
— | 544 | ||||||
Loss on issuance of convertible preferred stock |
(16,819 | ) | — | |||||
(Loss) gain on extinguishment of debt |
(998 | ) | 20,310 | |||||
|
|
|
|
|||||
Total other (expense) income |
(20,379 | ) | 22,269 | |||||
|
|
|
|
|||||
Net loss |
$ | (97,023 | ) | $ | (9,334 | ) | ||
|
|
|
|
|||||
Unrealized (loss) gain on short-term investments |
$ | (29 | ) | $ | 33 | |||
|
|
|
|
|||||
Comprehensive loss |
$ | (97,052 | ) | $ | (9,301 | ) | ||
|
|
|
|
|||||
Net loss |
$ | (97,023 | ) | $ | (9,334 | ) | ||
Loss on repurchase of convertible preferred stock |
(11,053 | ) | — | |||||
|
|
|
|
|||||
Net loss attributable to common stockholders |
$ | (108,076 | ) | $ | (9,334 | ) | ||
|
|
|
|
|||||
Net loss per share: |
||||||||
Basic and diluted |
$ | (7.32 | ) | $ | (0.63 | ) | ||
|
|
|
|
|||||
Weighted average common shares outstanding: |
||||||||
Basic and diluted |
14,761,577 | 14,760,682 | ||||||
|
|
|
|
Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive (Loss) Income |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||
Balance at December 31, 2018 |
44,686,103 |
$ |
144,777 |
14,450,476 |
$ |
1 |
$ |
2,367 |
$ |
(60,510 |
) |
$ |
(4 |
) |
$ |
(58,146 |
) | |||||||||||||||||||||||
Issuance of Series C convertible preferred stock, net of issuance costs of $188 |
6,950 | 50 | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
Exercise of common stock options |
— | — | 333,922 | — | 96 | — | — | 96 | ||||||||||||||||||||||||||||||||
Vesting of restricted common stock |
— | — | 74,917 | — | 12 | — | — | 12 | ||||||||||||||||||||||||||||||||
Issuance of common stock warrants |
— | — | — | — | 27 | — | — | 27 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | 1,269 | — | — | 1,269 | ||||||||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | 33 | 33 | ||||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (9,334 | ) | — | (9,334 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance at December 31, 2019 |
44,693,053 |
$ |
144,827 |
14,859,315 |
$ |
1 |
$ |
3,771 |
$ |
(69,844 |
) |
$ |
29 |
$ |
(66,043 |
) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Issuance of Series D convertible preferred stock, net of issuance costs of $768 |
20,344,538 | $ | 127,831 | — | $ | — | $ | — | $ | — | $ | — | $ | — | ||||||||||||||||||||||||||
Repurchase of preferred and common shares |
(3,623,589 | ) | (3,236 | ) | (4,486,299 | ) | — | (5,516 | ) | (15,974 | ) | — | (21,490 | ) | ||||||||||||||||||||||||||
Exercise of common stock options |
— | — | 693,920 | — | 409 | — | — | 409 | ||||||||||||||||||||||||||||||||
Issuance of common stock warrants |
— | — | — | — | 57 | — | — | 57 | ||||||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | 1,813 | — | — | 1,813 | ||||||||||||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | — | (29 | ) | (29 | ) | ||||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (97,023 | ) | — | (97,023 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
Balance at December 31, 2020 |
61,414,002 |
$ |
269,422 |
11,066,936 |
$ |
1 |
$ |
534 |
$ |
(182,841 |
) |
$ |
— |
$ |
(182,306 |
) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Operating Activities: |
||||||||
Net loss |
$ | (97,023 | ) | $ | (9,334 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation expense |
381 | 209 | ||||||
Amortization of intangible asset |
50 | — | ||||||
Amortization of deferred gain on collaboration note payable |
— | (544 | ) | |||||
Amortization of debt discount |
498 | 937 | ||||||
Accretion and amortization of interest income |
(106 | ) | (1,445 | ) | ||||
Stock-based compensation expense |
9,026 | 1,281 | ||||||
Loss (gain) on extinguishment of debt |
998 | (20,310 | ) | |||||
Loss on issuance of convertible preferred stock |
16,819 | — | ||||||
Change in fair value of warrants |
795 | (1 | ) | |||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
751 | 862 | ||||||
Prepaid expenses and other assets |
109 | (557 | ) | |||||
Accounts payable |
1,730 | 1,093 | ||||||
Accrued expenses and other current and long-term liabilities |
3,953 | 2,197 | ||||||
Deferred revenues |
(5,875 | ) | (10,984 | ) | ||||
|
|
|
|
|||||
Net cash used in operating activities |
(67,894 | ) | (36,596 | ) | ||||
Investing Activities: |
||||||||
Proceeds from maturities of short-term investments |
79,600 | 154,850 | ||||||
Purchases of short-term investments |
(16,025 | ) | (195,132 | ) | ||||
Milestone based license fee payment |
(750 | ) | — | |||||
Purchases of property and equipment |
(3,900 | ) | (281 | ) | ||||
|
|
|
|
|||||
Net cash provided by (used in) investing activities |
58,925 | (40,563 | ) | |||||
Financing Activities: |
||||||||
Proceeds from issuance of convertible preferred stock, net |
111,054 | 50 | ||||||
Repurchase of common and convertible preferred stock, net of issuance costs |
(31,980 | ) | — | |||||
Proceeds from issuance of debt |
31,000 | 12,510 | ||||||
Principal payments on debt |
(17,280 | ) | — | |||||
Deferred financing fees and related debt issuance costs |
(1,500 | ) | — | |||||
Proceeds from exercise of stock options |
409 | 96 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
91,703 | 12,656 | ||||||
Net increase (decrease) in cash, cash equivalents and restricted cash |
82,734 | 64,503 | ||||||
Cash, cash equivalents and restricted cash—beginning of period |
29,327 | 93,829 | ||||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash—end of period |
$ |
112,061 |
$ |
29,326 |
||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | 2,039 | $ | 260 | ||||
|
|
|
|
|||||
Supplemental disclosure of non-cash investing and financing information: |
||||||||
Recognition of warrant liabilities |
$ | 1,860 | $ | 27 | ||||
|
|
|
|
|||||
Fair value of embedded debt derivative |
$ | 675 | $ | — | ||||
|
|
|
|
|||||
Equity issuance costs in accounts payable and accrued expenses |
$ | 42 | $ | — | ||||
|
|
|
|
|||||
Property and equipment in accounts payable and accrued expenses |
$ | 38 | $ | 48 | ||||
|
|
|
|
1. |
NATURE OF BUSINESS |
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
December 31, |
||||||||
Reconciliation of cash, cash equivalents and restricted cash: |
2020 |
2019 |
||||||
Cash and cash equivalents |
$ | 110,900 | $ | 27,415 | ||||
Restricted cash |
1,161 | 1,911 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents and restricted cash |
$ | 112,061 | $ | 29,326 | ||||
|
|
|
|
• | Level 1: |
• | Level 2: |
• | Level 3: |
ESTIMATED USEFUL LIFE | ||
Equipment |
3 years | |
Internal-use software |
5 years | |
Furniture and fixtures |
5 years | |
Leasehold improvements |
Shorter of economic useful life or the remaining lease term |
3. |
FAIR VALUE MEASUREMENTS |
December 31, 2020 |
||||||||||||||||
Description |
Total Fair Value |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
Cash equivalents: |
||||||||||||||||
Money market funds |
$ | 96,835 | $ | 96,835 | $ | — | $ | — | ||||||||
Debt investments: |
||||||||||||||||
Corporate bonds |
3,543 | — | 3,543 | — | ||||||||||||
Commercial paper |
9,992 | — | 9,992 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt investments |
13,535 | — | 13,535 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 110,370 | $ | 96,835 | $ | 13,535 | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Current liabilities: |
||||||||||||||||
Embedded debt derivative |
$ | 675 | $ | — | $ | — | $ | 675 | ||||||||
Warrant liabilities |
2,650 | — | — | 2,650 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
$ | 3,325 | $ | — | $ | — | $ | 3,325 | ||||||||
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|
|
|
|
|
|
December 31, 2019 |
||||||||||||||||
Description |
Total Fair Value |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
Cash equivalents: |
||||||||||||||||
Money market funds |
$ | 21,828 | $ | 21,828 | $ | — | $ | — | ||||||||
Commercial paper |
5,587 | — | 5,587 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total cash equivalents |
27,415 | 21,828 | 5,587 | — | ||||||||||||
Investments: |
||||||||||||||||
U.S. Treasury bills |
58,818 | — | 58,818 | — | ||||||||||||
Debt investments: |
||||||||||||||||
Corporate debt securities |
11,160 | — | 11,160 | — | ||||||||||||
Commercial paper |
7,056 | — | 7,056 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt investments |
18,216 | — | 18,216 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total investments |
77,034 | — | 77,034 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 104,449 | $ | 21,828 | $ | 82,621 | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Current liabilities: |
||||||||||||||||
Warrant liabilities |
$ | 52 | $ | — | $ | — | $ | 52 | ||||||||
|
|
|
|
|
|
|
|
December 31, |
||||||||
Series A Warrants |
2020 |
2019 |
||||||
Fair value of underlying preferred stock |
$ | 2.00 | $ | 2.29 | ||||
Expected life (years) |
2.00 | 6.98 | ||||||
Expected volatility |
75.7 | % | 70.0 | % | ||||
Risk-free interest rate |
0.13 | % | 1.57 | % |
December 31, |
||||||||
Series D Warrants |
2020 |
2019 |
||||||
Fair value of underlying preferred stock |
$ | 7.21 | n/a | |||||
Expected life (years) |
2.00 | n/a | ||||||
Expected volatility |
75.7 | % | n/a | |||||
Risk-free interest rate |
0.13 | % | n/a |
Warrant Liabilities |
||||||||
Series A |
Series D |
|||||||
Fair value as of December 31, 2018 |
$ | 53 | $ | — | ||||
Change in fair value |
(1 | ) | — | |||||
|
|
|
|
|||||
Fair value as of December 31, 2019 |
52 | — | ||||||
Issuance of warrants |
— | 1,803 | ||||||
Change in fair value |
2 | 793 | ||||||
|
|
|
|
|||||
Fair value as of December 31, 2020 |
$ | 54 | $ | 2,596 | ||||
|
|
|
|
4. |
PROPERTY AND EQUIPMENT |
December 31, |
||||||||
2020 |
2019 |
|||||||
Internal-use software |
$ | 3,682 | $ | — | ||||
Equipment |
441 | 400 | ||||||
Furniture and fixtures |
383 | 376 | ||||||
Leasehold improvements |
455 | 207 | ||||||
|
|
|
|
|||||
Total property and equipment |
4,961 | 983 | ||||||
Less: |
(684 | ) | (303 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 4,277 | $ | 680 | ||||
|
|
|
|
5. |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
December 31, |
||||||||
2020 |
2019 |
|||||||
Compensation and related benefits |
$ | 6,953 | $ | 5,496 | ||||
Professional services |
1,787 | 76 | ||||||
Research and development costs |
355 | 288 | ||||||
Other |
473 | 468 | ||||||
|
|
|
|
|||||
Total |
$ | 9,568 | $ | 6,328 | ||||
|
|
|
|
6. |
INDEBTEDNESS |
Principal |
$ | 30,000 | ||
Less: |
(3,655 | ) | ||
|
|
|||
Net carrying amount |
$ | 26,345 | ||
|
|
Years Ended December 31, |
Amounts |
|||
2021 |
$ | 3,650 | ||
2022 |
3,650 | |||
2023 |
3,650 | |||
2024 |
10,603 | |||
2025 and thereafter |
24,039 | |||
|
|
|||
Total |
$ | 45,592 | ||
|
|
|||
Less: |
||||
Interest payable |
$ | (15,592 | ) | |
Unamortized issuance costs |
(3,655 | ) | ||
Current portion of long-term debt |
(26,345 | ) | ||
|
|
|||
Long-term debt |
$ | — | ||
|
|
7. |
LICENSE AGREEMENTS |
8. |
COLLABORATION AND LICENSE AGREEMENTS |
Note payable to collaboration partner |
$ | 20,000 | ||
Unamortized discount on note payable |
(3,454 | ) | ||
|
|
|||
Note payable to collaboration partner, net |
$ | 16,546 | ||
|
|
NIBR Agreement |
Product Revenue |
Total |
||||||||||
Deferred revenue: |
||||||||||||
Beginning—January 1, 2020 |
$ | 6,130 | $ | 13 | $ | 6,143 | ||||||
Amounts invoiced |
3,105 | 403 | 3,508 | |||||||||
Recognition of revenue |
(9,235 | ) | (149 | ) | (9,384 | ) | ||||||
|
|
|
|
|
|
|||||||
Ending—December 31, 2020 |
$ | — | $ | 267 | $ | 267 | ||||||
|
|
|
|
|
|
9. |
COMMITMENTS AND CONTINGENCIES |
• | Boston— |
• | San Francisco— |
• | Raleigh— |
Years Ended December 31, |
Lease Commitments |
|||
2021 |
$ | 2,393 | ||
2022 |
2,811 | |||
2023 |
2,913 | |||
2024 |
3,188 | |||
2025 and thereafter |
6,519 | |||
|
|
|||
Total |
$ | 17,824 | ||
|
|
10. |
CONVERTIBLE PREFERRED STOCK |
Preferred Series |
Par Value |
Authorized |
Issued and Outstanding |
Carrying Value |
Liquidation Preference |
Conversion Price/Share |
||||||||||||||||||
Series A |
$ | 0.0001 | 24,002,981 | 20,308,856 | $ | 26,708 | $ | 55,876 | $ | 0.9171 | ||||||||||||||
Series B |
0.0001 | 11,814,580 | 11,808,789 | 50,686 | 152,925 | 4.3167 | ||||||||||||||||||
Series C |
0.0001 | 9,826,819 | 8,951,819 | 64,197 | 193,185 | 7.1935 | ||||||||||||||||||
Series D-1 |
0.0001 | 13,377,998 | 12,234,650 | 87,663 | 240,000 | 6.5388 | ||||||||||||||||||
Series D-2 |
0.0001 | 9,861,666 | 8,109,888 | 40,168 | 96,000 | 3.9458 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
68,884,044 | 61,414,002 | $ | 269,422 | $ | 737,986 | ||||||||||||||||||
|
|
|
|
|
|
|
|
11. |
COMMON STOCK |
Share Class |
Number of Shares |
|||
Conversion of Series A preferred stock |
20,308,856 | |||
Conversion of Series B preferred stock |
11,808,789 | |||
Conversion of Series C preferred stock |
8,951,819 | |||
Conversion of Series D preferred stock |
20,344,538 | |||
Warrants |
1,126,705 | |||
Shares reserved for the issuance of warrants |
283,599 | |||
Outstanding common stock options |
9,250,333 | |||
Common stock options available for grant |
5,471,053 | |||
|
|
|||
Total number of shares |
77,545,692 | |||
|
|
12. |
STOCK INCENTIVE PLAN |
Stock Options |
Weighted Average Exercise Price |
Weighted- Average Remaining Contractual Life (years) |
Aggregate Intrinsic Value |
|||||||||||||
Options outstanding at beginning of year |
10,021,444 | $ | 1.27 | 8.64 | ||||||||||||
Granted |
2,613,700 | $ | 1.66 | |||||||||||||
Exercised |
(693,920 | ) | $ | 0.60 | ||||||||||||
Canceled and forfeited |
(2,690,891 | ) | $ | 1.48 | ||||||||||||
|
|
|||||||||||||||
Options outstanding at end of year |
9,250,333 | $ | 1.37 | 8.09 | $ | 93 | ||||||||||
|
|
|||||||||||||||
Exercisable at December 31, 2020 |
3,990,350 | $ | 1.10 | 7.12 | $ | 1,117 | ||||||||||
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Risk-free interest rate |
0.54 | % | 1.92 | % | ||||
Expected volatility |
67.65 | % | 62.31 | % | ||||
Expected term (years) |
5.57—6.70 | 5.61—10.0 | ||||||
Expected dividend yield |
— | % | — | % |
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Research and development |
$ | 793 | $ | 616 | ||||
Selling, general and administrative |
8,233 | 665 | ||||||
|
|
|
|
|||||
Total stock-based compensation expense |
$ | 9,026 | $ | 1,281 | ||||
|
|
|
|
13. |
INCOME TAXES |
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Federal statutory income tax rate |
21.0 | % | 21.0 | % | ||||
State income taxes, net of federal benefit |
5.1 | % | 7.2 | % | ||||
Permanent differences |
(5.8 | %) | (3.3 | %) | ||||
Federal and state research and development tax credits |
1.8 | % | 27.0 | % | ||||
Other |
0.4 | % | (3.5 | %) | ||||
Provision to return adjustment |
(0.3 | %) | (7.3 | %) | ||||
Change in deferred tax asset valuation allowance |
(22.2 | %) | (41.1 | %) | ||||
|
|
|
|
|||||
Effective income tax rate |
— | % | — | % | ||||
|
|
|
|
December 31, |
||||||||
2020 |
2019 |
|||||||
Deferred tax assets: |
||||||||
Net operating loss carryforwards |
$ | 34,040 | $ | 12,088 | ||||
Deferred revenues |
10 | 1,678 | ||||||
Research and development credit carryforwards |
4,988 | 3,179 | ||||||
Accrued expenses and other |
1,145 | 1,610 | ||||||
Stock-based compensation |
167 | 113 | ||||||
Depreciation |
(100 | ) | 16 | |||||
|
|
|
|
|||||
Total deferred tax assets |
40,250 | 18,684 | ||||||
Less: |
(40,250 | ) | (18,684 | ) | ||||
|
|
|
|
|||||
Net deferred tax assets |
$ | — | $ | — | ||||
|
|
|
|
14. |
NET LOSS PER SHARE |
December 31, |
||||||||
2020 |
2019 |
|||||||
Convertible preferred stock (as converted to common stock) |
61,414,002 | 44,693,053 | ||||||
Outstanding options to purchase common stock |
9,250,333 | 10,021,444 | ||||||
Warrants to purchase common stock |
1,126,705 | 78,216 | ||||||
|
|
|
|
|||||
Total |
71,791,040 | 54,792,713 | ||||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Numerator: |
||||||||
Net loss |
$ | (97,023 | ) | $ | (9,334 | ) | ||
Loss on repurchase of convertible preferred stock |
(11,053 | ) | — | |||||
|
|
|
|
|||||
Net loss attributable to common stockholders |
$ | (108,076 | ) | $ | (9,334 | ) | ||
|
|
|
|
|||||
Denominator: |
||||||||
Weighted-average common shares outstanding, basic and diluted |
14,761,577 | 14,760,682 | ||||||
|
|
|
|
|||||
Net loss per share attributable to common stockholders, basic and diluted |
$(7.32 | ) | $(0.63 | ) | ||||
|
|
|
|
15. |
RELATED-PARTY TRANSACTIONS |
16. |
SUBSEQUENT EVENTS |
Assets |
June 30, 2021 |
December 31, 2020 |
||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 92,219 | $ | 110,900 | ||||
Short-term investments |
6,516 | 13,535 | ||||||
Accounts receivable |
158 | 257 | ||||||
Prepaid expenses and other current assets |
1,810 | 1,365 | ||||||
|
|
|
|
|||||
Total current assets |
100,703 | 126,057 | ||||||
Property and equipment, net |
5,204 | 4,277 | ||||||
Restricted cash |
1,161 | 1,161 | ||||||
Deferred offering costs |
3,503 | — | ||||||
Other long-term assets |
792 | 871 | ||||||
|
|
|
|
|||||
Total assets |
$ |
111,363 |
$ |
132,366 |
||||
|
|
|
|
|||||
Liabilities, convertible preferred stock and stockholders’ deficit |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 2,452 | $ | 4,506 | ||||
Accrued expenses and other current liabilities |
12,483 | 9,568 | ||||||
Deferred revenues |
1,306 | 267 | ||||||
Debt |
26,654 | 26,345 | ||||||
|
|
|
|
|||||
Total current liabilities |
42,895 | 40,686 | ||||||
Embedded debt derivative |
675 | 675 | ||||||
Warrant liabilities |
8,047 | 2,650 | ||||||
Other long-term liabilities |
1,549 | 1,239 | ||||||
|
|
|
|
|||||
Total liabilities |
53,166 |
45,250 |
||||||
|
|
|
|
|||||
Commitments and contingencies (Note 7) |
||||||||
Convertible preferred stock (Note 8) |
291,392 | 269,422 | ||||||
Stockholders’ deficit: |
||||||||
Common stock, $0.0001 par value; 93,000,000 and 100,000,000 shares authorized as of June 30, 2021 and December 31, 2020, respectively; and 11,696,987 and 11,066,936 shares issued and outstanding as of June 30, 2021 and December 31, 2020, respectively. |
1 | 1 | ||||||
Additional paid-in capital |
2,238 | 534 | ||||||
Accumulated deficit |
(235,435 | ) | (182,841 | ) | ||||
Accumulated other comprehensive income |
1 | — | ||||||
|
|
|
|
|||||
Total stockholders’ deficit |
(233,195 |
) |
(182,306 |
) | ||||
|
|
|
|
|||||
Total liabilities, convertible preferred stock and stockholders’ deficit |
$ |
111,363 |
$ |
132,366 |
||||
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Revenue |
||||||||
Product revenue |
$ | 1,347 | $ | 39 | ||||
Collaboration and license revenue |
230 | 9,235 | ||||||
|
|
|
|
|||||
Total revenue |
1,577 | 9,274 | ||||||
Cost and operating expenses |
||||||||
Cost of product revenue |
1,465 | 914 | ||||||
Research and development |
15,367 | 15,420 | ||||||
Selling, general and administrative |
27,845 | 21,947 | ||||||
|
|
|
|
|||||
Total cost and operating expenses |
44,677 | 38,281 | ||||||
|
|
|
|
|||||
Loss from operations |
(43,100 |
) |
(29,007 |
) | ||||
Other income (expenses): |
||||||||
Interest and other (expense) income, net |
(2,044 | ) | 115 | |||||
Change in estimated fair value of warrant liabilities |
(5,397 | ) | (20 | ) | ||||
Loss on extinguishment of debt |
— | (998 | ) | |||||
Loss on issuance of convertible preferred stock |
(2,053 | ) | — | |||||
|
|
|
|
|||||
Total other (expense) income |
(9,494 | ) | (903 | ) | ||||
|
|
|
|
|||||
Net loss |
$ |
(52,594 |
) |
$ |
(29,910 |
) | ||
|
|
|
|
|||||
Unrealized gain (loss) on short-term investments |
$ | 1 | $ | (4 | ) | |||
|
|
|
|
|||||
Comprehensive loss |
$ |
(52,593 |
) |
$ |
(29,914 |
) | ||
|
|
|
|
|||||
Net loss per share: |
||||||||
Basic and diluted |
$ | (4.64 | ) | $ | (2.00 | ) | ||
|
|
|
|
|||||
Weighted average common shares outstanding: |
||||||||
Basic and diluted |
11,341,935 | 14,975,024 | ||||||
|
|
|
|
Six Months Ended June 30, 2021 |
||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||
Balance at January 1, 2021 |
61,414,002 | $ | 269,422 | 11,066,936 | $ | 1 | $ | 534 | $ | (182,841 | ) | $ | — | $ | (182,306 | ) | ||||||||||||||||||||
Issuance of Series D convertible preferred stock, net of issuance costs of $83 |
3,058,665 | 21,970 | — | — | — | — | — | — | ||||||||||||||||||||||||||||
Exercise of common stock options |
— | — | 436,353 | — | 402 | — | — | 402 | ||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | 463 | — | — | 463 | ||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (24,393 | ) | — | (24,393 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at March 31, 2021 |
64,472,667 |
$ |
291,392 |
11,503,289 |
$ |
1 |
$ |
1,399 |
$ |
(207,234 |
) |
$ |
— |
$ |
(205,834 |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Exercise of common stock options |
— | — | 193,698 | — | 267 | — | — | 267 | ||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | 572 | — | — | 572 | ||||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | 1 | 1 | ||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (28,201 | ) | — | (28,201 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at June 30, 2021 |
64,472,667 |
$ |
291,392 |
11,696,987 |
$ |
1 |
$ |
2,238 |
$ |
(235,435 |
) |
$ |
1 |
$ |
(233,195 |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, 2020 |
||||||||||||||||||||||||||||||||||||
Convertible Preferred Stock |
Common Stock |
Additional Paid-In Capital |
Accumulated Deficit |
Accumulated Other Comprehensive Income |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||
Balance at January 1, 2020 |
44,693,053 | $ | 144,827 | 14,859,315 | $ | 1 | $ | 3,771 | $ | (69,844 | ) | $ | 29 | $ | (66,043 | ) | ||||||||||||||||||||
Exercise of common stock options |
— | — | 123,720 | — | 109 | — | — | 109 | ||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | 459 | — | — | 459 | ||||||||||||||||||||||||||||
Other comprehensive loss |
— | — | — | — | — | — | (21 | ) | (21 | ) | ||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (18,381 | ) | — | (18,381 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at March 31, 2020 |
44,693,053 |
$ |
144,827 |
14,983,035 |
$ |
1 |
$ |
4,339 |
$ |
(88,225 |
) |
$ |
8 |
$ |
(83,877 |
) | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Issuance of warrants |
— | — | — | — | 57 | — | — | 57 | ||||||||||||||||||||||||||||
Exercise of common stock options |
— | — | 2,500 | — | 4 | — | — | 4 | ||||||||||||||||||||||||||||
Stock-based compensation expense |
— | — | — | — | 461 | — | — | 461 | ||||||||||||||||||||||||||||
Other comprehensive income |
— | — | — | — | — | — | 17 | 17 | ||||||||||||||||||||||||||||
Net loss |
— | — | — | — | — | (11,529 | ) | — | (11,529 | ) | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Balance at June 30, 2020 |
44,693,053 |
$ |
144,827 |
14,985,535 |
$ |
1 |
4,861 |
$ |
(99,754 |
) |
$ |
25 |
$ |
(94,867 |
) | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Operating Activities: |
||||||||
Net loss |
$ | (52,594 | ) | $ | (29,910 | ) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation expense |
585 | 127 | ||||||
Amortization of intangible asset |
138 | 13 | ||||||
Amortization of debt discount |
309 | 213 | ||||||
Loss on extinguishment of debt |
— | 998 | ||||||
Accretion and amortization of interest income |
14 | (128 | ) | |||||
Stock-based compensation expense |
1,035 | 919 | ||||||
Loss on issuance of convertible preferred stock |
2,055 | — | ||||||
Change in fair value of warrants |
5,396 | 20 | ||||||
Changes in operating assets and liabilities: |
||||||||
Accounts receivable |
99 | 20 | ||||||
Prepaid expenses and other assets |
(505 | ) | 592 | |||||
Accounts payable |
(2,063 | ) | (325 | ) | ||||
Accrued expenses, other liabilities and non-current liabilities |
626 | 1,071 | ||||||
Deferred revenues |
1,039 | (6,142 | ) | |||||
|
|
|
|
|||||
Net cash used in operating activities |
(43,866 | ) | (32,532 | ) | ||||
Investing Activities: |
||||||||
Proceeds from maturities of short-term investments |
12,025 | 71,550 | ||||||
Purchases of short-term investments |
(5,018 | ) | (2,484 | ) | ||||
Purchases of property and equipment |
(1,504 | ) | (2,151 | ) | ||||
Milestone based license fee payment |
— | (750 | ) | |||||
|
|
|
|
|||||
Net cash provided by investing activities |
5,503 | 66,165 | ||||||
Financing Activities: |
||||||||
Proceeds from issuance of convertible preferred stock, net |
19,915 | — | ||||||
Proceeds from issuance of debt |
— | 31,000 | ||||||
Principal payments on debt |
— | (17,280 | ) | |||||
Deferred financing fees and related debt issuance costs |
— | (1,500 | ) | |||||
Payment of deferred offering costs |
(902 | ) | — | |||||
Proceeds from exercise of stock options |
669 | 113 | ||||||
|
|
|
|
|||||
Net cash provided by financing activities |
19,682 | 12,333 | ||||||
Net (decrease) increase in cash, cash equivalents and restricted cash |
(18,681 | ) | 45,966 | |||||
Cash, cash equivalents and restricted cash—beginning of period |
112,061 | 29,326 | ||||||
|
|
|
|
|||||
Cash, cash equivalents and restricted cash—end of period |
$ |
93,380 |
$ |
75,292 |
||||
|
|
|
|
|||||
Supplemental disclosure of cash flow information: |
||||||||
Cash paid for interest |
$ | 1,810 | $ | 189 | ||||
|
|
|
|
|||||
Supplemental disclosure of non-cash investing and financing information: |
||||||||
Deferred offering costs included in accrued expenses |
$ | 2,600 | $ | — | ||||
Purchases of property and equipment in accounts payable and accrued expenses |
$ | 8 | $ | 5 | ||||
Fair value of embedded derivative |
$ | — | $ | 675 | ||||
|
|
|
|
|||||
Recognition of warrant liabilities |
$ | — | $ | 1,803 | ||||
|
|
|
|
1. |
NATURE OF BUSINESS |
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
June 30, 2021 |
December 31, 2020 |
|||||||
Reconciliation of cash, cash equivalents and restricted cash: |
||||||||
Cash and cash equivalents |
$ | 92,219 | $ | 110,900 | ||||
Restricted cash |
1,161 | 1,161 | ||||||
|
|
|
|
|||||
Total cash, cash equivalents and restricted cash |
$ | 93,380 | $ | 112,061 | ||||
|
|
|
|
3. |
FAIR VALUE MEASUREMENTS |
June 30, 2021 |
||||||||||||||||
Description |
Total Fair Value |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
Cash equivalents: |
||||||||||||||||
Money market funds |
$ | 49,882 | $ | 49,882 | $ | — | $ | — | ||||||||
Debt investments: |
||||||||||||||||
Corporate bonds |
2,019 | — | 2,019 | — | ||||||||||||
Commercial paper |
4,497 | — | 4,497 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt investments |
6,516 | — | 6,516 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 56,398 | $ | 49,882 | $ | 6,516 | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Current liabilities: |
||||||||||||||||
Embedded debt derivative |
$ | 675 | $ | — | $ | — | $ | 675 | ||||||||
Warrant liabilities |
8,047 | — | — | 8,047 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
$ | 8,722 | $ | — | $ | — | $ | 8,722 | ||||||||
|
|
|
|
|
|
|
|
December 31, 2020 |
||||||||||||||||
Description |
Total Fair Value |
Level 1 |
Level 2 |
Level 3 |
||||||||||||
Cash equivalents: |
||||||||||||||||
Money market funds |
$ | 96,835 | $ | 96,835 | $ | — | $ | — | ||||||||
Debt investments: |
||||||||||||||||
Corporate bonds |
3,543 | — | 3,543 | — | ||||||||||||
Commercial paper |
9,992 | — | 9,992 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total debt investments |
13,535 | — | 13,535 | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total assets |
$ | 110,370 | $ | 96,835 | $ | 13,535 | $ | — | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Current liabilities: |
||||||||||||||||
Embedded debt derivative |
$ | 675 | $ | — | $ | — | $ | 675 | ||||||||
Warrant liabilities |
2,650 | — | — | 2,650 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total liabilities |
$ | 3,325 | $ | — | $ | — | $ | 3,325 | ||||||||
|
|
|
|
|
|
|
|
Series A Warrants |
June 30, 2021 |
December 31, 2020 |
||||
Fair value of underlying preferred stock |
$11.17 | $ | 2.00 | |||
Expected life (years) |
0.25 – 1.25 | 2.00 | ||||
Expected volatility |
45.0% – 73.8% | 75.7 | % | |||
Risk-free interest rate |
0.05% – 0.16% | 0.13 | % |
Series D Warrants |
June 30, 2021 |
December 31, 2020 |
||||
Fair value of underlying preferred stock |
$12.84 | $ | 7.21 | |||
Expected life (years) |
0.25 – 1.25 | 2.00 | ||||
Expected volatility |
45.0% – 73.8% | 75.7 | % | |||
Risk-free interest rate |
0.05% – 0.16% | 0.13 | % |
Warrant Liabilities |
||||||||
Series A |
Series D |
|||||||
Fair value as of December 31, 2019 |
$ | 52 | $ | — | ||||
Issuance of warrants |
— | 1,803 | ||||||
Change in fair value |
2 | 793 | ||||||
|
|
|
|
|||||
Fair value as of December 31, 2020 |
54 | 2,596 | ||||||
Change in fair value |
266 | 5,131 | ||||||
|
|
|
|
|||||
Fair value as of June 30, 2021 |
$ | 320 | $ | 7,727 | ||||
|
|
|
|
4. |
PROPERTY AND EQUIPMENT |
June 30, 2021 |
December 31, 2020 |
|||||||
Internal-use software |
$ | 4,910 | $ | 3,682 | ||||
Equipment |
449 | 441 | ||||||
Construction in process |
19 | — | ||||||
Furniture and fixtures |
586 | 383 | ||||||
Leasehold improvements |
509 | 455 | ||||||
|
|
|
|
|||||
Total property and equipment |
6,473 | 4,961 | ||||||
Less: accumulated depreciation |
(1,269 | ) | (684 | ) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | 5,204 | $ | 4,277 | ||||
|
|
|
|
5. |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES |
June 30, 2021 |
December 31, 2020 |
|||||||
Compensation and related benefits |
$ | 6,498 | $ | 6,953 | ||||
Deferred offering costs |
2,600 | — | ||||||
Professional services |
1,767 | 1,787 | ||||||
Research and development costs |
1,201 | 355 | ||||||
Other |
417 | 473 | ||||||
|
|
|
|
|||||
Total |
$ | 12,483 | $ | 9,568 | ||||
|
|
|
|
6. |
INDEBTEDNESS |
Perceptive Credit Facility |
June 30, 2021 |
|||
Principal |
$ | 30,000 | ||
Less: |
(3,346 | ) | ||
|
|
|||
Net carrying amount |
$ | 26,654 | ||
|
|
Years Ending December 31, |
Amounts |
|||
Remainder of 2021 |
$ | 1,840 | ||
2022 |
3,650 | |||
2023 |
3,650 | |||
2024 |
10,603 | |||
2025 and thereafter |
24,039 | |||
|
|
|||
Total |
$ | 43,782 | ||
|
|
|||
Less: |
||||
Interest payable |
(13,782 | ) | ||
Unamortized debt issuance costs |
(3,346 | ) | ||
Current portion of long-term debt |
(26,654 | ) | ||
|
|
|||
Long-term debt |
$ | — | ||
|
|
7. |
COMMITMENTS AND CONTINGENCIES |
8. |
CONVERTIBLE PREFERRED STOCK |
Preferred Series |
Par Value |
Authorized |
Issued and Outstanding |
Carrying Value |
Liquidation Preference |
Conversion Price/Share |
||||||||||||||||||
Series A |
$ | 0.0001 | 20,385,183 | 20,308,856 | $ | 26,708 | $ | 55,876 | $ | 0.9171 | ||||||||||||||
Series B |
0.0001 | 11,808,789 | 11,808,789 | 50,686 | 152,925 | 4.3167 | ||||||||||||||||||
Series C |
0.0001 | 8,951,819 | 8,951,819 | 64,197 | 193,185 | 7.1935 | ||||||||||||||||||
Series D-1 |
0.0001 | 16,436,653 | 15,293,315 | 109,633 | 300,000 | 6.5388 | ||||||||||||||||||
Series D-2 |
0.0001 | 8,109,888 | 8,109,888 | 40,168 | 96,000 | 3.9458 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||||||
Total |
65,692,332 | 64,472,667 | $ | 291,392 | $ | 797,986 | ||||||||||||||||||
|
|
|
|
|
|
|
|
9. |
COMMON STOCK |
Share Class |
Number of Shares |
|||
Conversion of Series A preferred stock |
20,308,856 | |||
Conversion of Series B preferred stock |
11,808,789 | |||
Conversion of Series C preferred stock |
8,951,819 | |||
Conversion of Series D preferred stock |
23,403,203 | |||
Warrants |
1,126,705 | |||
Shares reserved for the issuance of warrants |
283,599 | |||
Outstanding common stock options |
10,106,224 | |||
Common stock options available for grant |
3,985,111 | |||
|
|
|||
Total number of shares |
79,974,306 | |||
|
|
10. |
STOCK-BASED COMPENSATION |
Stock Options |
Weighted Average Exercise Price |
|||||||
Options outstanding at December 31, 2020 |
9,250,333 | $ | 1.37 | |||||
Granted |
2,619,900 | $ | 1.97 | |||||
Exercised |
(630,051 | ) | $ | 1.05 | ||||
Canceled and forfeited |
(1,133,958 | ) | $ | 1.62 | ||||
|
|
|||||||
Options outstanding at June 30, 2021 |
10,106,224 | $ | 1.52 | |||||
|
|
|||||||
Exercisable at June 30, 2021 |
4,220,924 | $ | 1.19 | |||||
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Risk-free interest rate |
0.84 | % | 0.59 | % | ||||
Expected volatility |
70.63 | % | 66.64 | % | ||||
Expected term (years) |
5.67-6.0 | 5.57-6.70 |
||||||
Expected dividend yield |
— | % | — | % |
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Cost of product revenue |
$ | 13 | $ | — | ||||
Research and development |
378 | 351 | ||||||
Selling, general and administrative |
644 | 568 | ||||||
|
|
|
|
|||||
Total stock-based compensation expense |
$ | 1,035 | $ | 919 | ||||
|
|
|
|
11. |
INCOME TAXES |
12. |
NET LOSS PER SHARE |
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Convertible preferred stock (as converted to common stock) |
64,472,667 | 44,693,053 | ||||||
Outstanding common stock options |
10,106,224 | 10,249,911 | ||||||
Warrants to purchase common stock |
1,126,705 | 989,033 | ||||||
|
|
|
|
|||||
Total |
75,705,596 | 55,931,997 | ||||||
|
|
|
|
Six Months Ended June 30, |
||||||||
2021 |
2020 |
|||||||
Numerator: |
||||||||
Net loss |
$ | (52,594 | ) | $ | (29,910 | ) | ||
Denominator: |
||||||||
Weighted-average common shares outstanding, basic and diluted |
11,341,935 | 14,975,024 | ||||||
|
|
|
|
|||||
Net loss per share attributable to common stockholders, basic and diluted |
$ | (4.64 | ) | $ | (2.00 | ) | ||
|
|
|
|
13. |
RELATED-PARTY TRANSACTIONS |
14. |
SUBSEQUENT EVENTS |
P AGE |
||||||
ARTICLE 1 CERTAIN DEFINITIONS |
A-3 |
|||||
Section 1.1 |
Definitions | A-3 | ||||
ARTICLE 2 MERGER |
A-20 |
|||||
Section 2.1 |
Closing Transactions | A-20 | ||||
Section 2.2 |
Closing of the Transactions Contemplated by this Agreement | A-21 | ||||
Section 2.3 |
Consideration Schedule | A-21 | ||||
Section 2.4 |
Treatment of Company Options | A-22 | ||||
Section 2.5 |
Treatment of Company Warrants | A-23 | ||||
Section 2.6 |
Deliverables | A-23 | ||||
Section 2.7 |
Withholding | A-25 | ||||
Section 2.8 |
Cash in Lieu of Fractional Shares | A-25 | ||||
Section 2.9 |
Lost, Stolen or Destroyed Certificates | A-25 | ||||
Section 2.10 |
Appraisal Rights | A-25 | ||||
ARTICLE 3 EARN OUT |
A-25 |
|||||
Section 3.1 |
Company Earn Out | A-25 | ||||
Section 3.2 |
Acceleration Event | A-26 | ||||
Section 3.3 |
Tax Treatment of Earn Out Shares | A-27 | ||||
ARTICLE 4 REPRESENTATIONS AND WARRANTIES RELATING TO THE GROUP COMPANIES |
A-27 |
|||||
Section 4.1 |
Organization and Qualification | A-27 | ||||
Section 4.2 |
Capitalization of the Group Companies | A-27 | ||||
Section 4.3 |
Authority; Approval and Fairness | A-29 | ||||
Section 4.4 |
Financial Statements; Undisclosed Liabilities | A-29 | ||||
Section 4.5 |
Consents and Requisite Governmental Approvals; No Violations | A-30 | ||||
Section 4.6 |
Permits | A-31 | ||||
Section 4.7 |
Material Contracts | A-31 | ||||
Section 4.8 |
Absence of Changes | A-33 | ||||
Section 4.9 |
Litigation | A-33 | ||||
Section 4.10 |
Compliance with Applicable Law | A-34 | ||||
Section 4.11 |
Employee Benefit Plans | A-34 | ||||
Section 4.12 |
Environmental Matters | A-35 | ||||
Section 4.13 |
Intellectual Property | A-36 | ||||
Section 4.14 |
Labor Matters | A-39 | ||||
Section 4.15 |
Insurance | A-41 | ||||
Section 4.16 |
Tax Matters | A-41 | ||||
Section 4.17 |
Brokers | A-42 | ||||
Section 4.18 |
Real and Personal Property | A-43 | ||||
Section 4.19 |
Transactions with Affiliates | A-43 | ||||
Section 4.20 |
Data Privacy and Security | A-43 | ||||
Section 4.21 |
Compliance with International Trade & Anti-Corruption Laws | A-44 | ||||
Section 4.22 |
Information Supplied | A-45 | ||||
Section 4.23 |
Regulatory Compliance | A-45 | ||||
Section 4.24 |
Investigation | A-47 | ||||
Section 4.25 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES | A-47 |
ARTICLE 5 REPRESENTATIONS AND WARRANTIES RELATING TO THE THMA PARTIES |
A-48 |
|||||
Section 5.1 |
Organization and Qualification | A-48 | ||||
Section 5.2 |
Authority | A-48 | ||||
Section 5.3 |
Consents and Requisite Governmental Approvals; No Violations | A-48 | ||||
Section 5.4 |
Brokers | A-49 | ||||
Section 5.5 |
Information Supplied | A-49 | ||||
Section 5.6 |
Capitalization of the THMA Parties | A-49 | ||||
Section 5.7 |
SEC Filings | A-50 | ||||
Section 5.8 |
Trust Account | A-51 | ||||
Section 5.9 |
Transactions with Affiliates | A-51 | ||||
Section 5.10 |
Litigation | A-52 | ||||
Section 5.11 |
Compliance with Applicable Law | A-52 | ||||
Section 5.12 |
Business Activities | A-52 | ||||
Section 5.13 |
Internal Controls; Listing; Financial Statements | A-53 | ||||
Section 5.14 |
No Undisclosed Liabilities | A-54 | ||||
Section 5.15 |
Tax Matters | A-54 | ||||
Section 5.16 |
Investigation | A-55 | ||||
Section 5.17 |
Employees and Employee Benefit Plans | A-55 | ||||
Section 5.18 |
Properties | A-55 | ||||
Section 5.19 |
PIPE Investment | A-55 | ||||
Section 5.20 |
Compliance with International Trade & Anti-Corruption Laws | A-55 | ||||
Section 5.21 |
Company Status | A-56 | ||||
Section 5.22 |
EXCLUSIVITY OF REPRESENTATIONS AND WARRANTIES | A-56 | ||||
ARTICLE 6 COVENANTS |
A-57 |
|||||
Section 6.1 |
Conduct of Business of the Company | A-57 | ||||
Section 6.2 |
Efforts to Consummate; Litigation | A-60 | ||||
Section 6.3 |
Confidentiality and Access to Information | A-61 | ||||
Section 6.4 |
Public Announcements | A-62 | ||||
Section 6.5 |
Tax Matters | A-63 | ||||
Section 6.6 |
Exclusive Dealing | A-64 | ||||
Section 6.7 |
Preparation of Registration Statement / Proxy Statement | A-65 | ||||
Section 6.8 |
THMA Stockholder Approval | A-66 | ||||
Section 6.9 |
Merger Sub Stockholder Approval | A-67 | ||||
Section 6.10 |
Conduct of Business of THMA | A-67 | ||||
Section 6.11 |
Nasdaq Listing | A-68 | ||||
Section 6.12 |
Trust Account | A-68 | ||||
Section 6.13 |
Transaction Support Agreements; Company Stockholder Approval; Subscription Agreements | A-68 | ||||
Section 6.14 |
THMA Indemnification; Directors’ and Officers’ Insurance | A-69 | ||||
Section 6.15 |
Company Indemnification; Directors’ and Officers’ Insurance | A-70 | ||||
Section 6.16 |
Post-Closing Directors and Officers | A-71 | ||||
Section 6.17 |
PCAOB Financials | A-72 | ||||
Section 6.18 |
THMA Incentive Equity Plan | A-73 | ||||
Section 6.19 |
FIRPTA Certificates | A-74 | ||||
Section 6.20 |
THMA Public Filings | A-74 | ||||
Section 6.21 |
Forward Purchase Agreement Amendment | A-74 | ||||
Section 6.22 |
Expense Statement | A-74 | ||||
Section 6.23 |
Third-Party Consents | A-74 | ||||
Section 6.24 |
Further Assurances | A-74 |
ARTICLE 7 CONDITIONS TO CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT |
A-74 |
|||||
Section 7.1 |
Conditions to the Obligations of the Parties | A-74 | ||||
Section 7.2 |
Other Conditions to the Obligations of the THMA Parties | A-75 | ||||
Section 7.3 |
Other Conditions to the Obligations of the Company | A-75 | ||||
Section 7.4 |
Frustration of Closing Conditions | A-76 | ||||
ARTICLE 8 TERMINATION |
A-76 |
|||||
Section 8.1 |
Termination | A-76 | ||||
Section 8.2 |
Effect of Termination | A-77 | ||||
ARTICLE 9 MISCELLANEOUS |
A-78 |
|||||
Section 9.1 |
Non-Survival |
A-78 | ||||
Section 9.2 |
Entire Agreement; Assignment | A-78 | ||||
Section 9.3 |
Amendment | A-78 | ||||
Section 9.4 |
Notices | A-78 | ||||
Section 9.5 |
Governing Law | A-79 | ||||
Section 9.6 |
Fees and Expenses | A-79 | ||||
Section 9.7 |
Construction; Interpretation | A-79 | ||||
Section 9.8 |
Exhibits and Schedules | A-80 | ||||
Section 9.9 |
Parties in Interest | A-80 | ||||
Section 9.10 |
Severability | A-81 | ||||
Section 9.11 |
Counterparts; Electronic Signatures | A-81 | ||||
Section 9.12 |
Knowledge of Company; Knowledge of THMA | A-81 | ||||
Section 9.13 |
No Recourse | A-81 | ||||
Section 9.14 |
Extension; Waiver | A-81 | ||||
Section 9.15 |
Waiver of Jury Trial | A-82 | ||||
Section 9.16 |
Submission to Jurisdiction | A-82 | ||||
Section 9.17 |
Remedies | A-82 | ||||
Section 9.18 |
Trust Account Waiver | A-83 |
Exhibit A | Form of Subscription Agreement | |
Exhibit B | Form of Registration Rights Agreement | |
Exhibit C | Form of Transaction Support Agreement | |
Exhibit D | Form of Stockholder Lock-Up Agreement | |
Exhibit E | Form of THMA Certificate of Incorporation | |
Exhibit F | Form of THMA Bylaws | |
Exhibit G | Form of THMA Incentive Equity Plan | |
Exhibit H | Form of THMA ESPP | |
Exhibit I | Form of Surviving Corporation Certificate of Incorporation | |
Exhibit J | Form of Surviving Corporation Bylaws | |
Schedule I | Registration Rights Agreement Signatories | |
Schedule II | Supporting Company Stockholders |
THIMBLE POINT ACQUISITION CORP. | ||
By: | /s/ Elon S. Boms | |
Name: | Elon S. Boms | |
Title: |
Chief Executive Officer | |
OZ MERGER SUB, INC. | ||
By: | /s/ Elon S. Boms | |
Name: | Elon S. Boms | |
Title: |
Chief Executive Officer | |
PEAR THERAPEUTICS, INC. | ||
By: | /s/ Corey McCann, M.D., Ph.D. | |
Name: | Corey McCann, M.D., Ph.D. | |
Title: |
President & Chief Executive Officer |
PEAR HOLDINGS CORP. | ||
By: | | |
Name: | ||
Title: |
COMPANY: | ||
PEAR HOLDINGS CORP., a Delaware corporation | ||
By: | | |
Name: | ||
Title: | ||
HOLDERS: | ||
LJ10 LLC, a Delaware limited liability company | ||
By: | | |
Name: | ||
Title: | ||
KLP SPAC 1 LLC, a Delaware limited liability company | ||
By: | | |
Name: | ||
Title: | ||
| ||
Michael J. Christenson | ||
| ||
Meghan M. Fitzgerald | ||
| ||
Henry S. Miller | ||
| ||
Anil Aggarwal | ||
| ||
Brian Barth | ||
| ||
Michael K. Simon | ||
| ||
Michael Tessler |
| ||
Jarrod Yuster | ||
| ||
Corey McCann | ||
| ||
Chris Guiffre | ||
| ||
Erin Brenner | ||
| ||
Kathy Jeffery | ||
| ||
Yuri Maricich | ||
| ||
Ronan O’Brien | ||
| ||
Julia Strandberg | ||
| ||
5AM Ventures IV, L.P. | ||
| ||
5AM Opportunities I, L.P. | ||
| ||
5AM Co-Investors IV, L.P. | ||
| ||
TLS Beta Pte. Ltd. | ||
| ||
SVF II AIV-1 (DE) L.P. | ||
| ||
Jazz Human Opportunity Performance Fund, L.P | ||
| ||
Jazz Human Performance Technology Fund, L.P. |
SPONSORS: | ||||
LJ10 LLC | ||||
By: | /s/ Elon S. Boms | |||
Name: | Elon S. Boms | |||
Title: | Manager |
/s/ Elon S. Boms |
Elon S. Boms |
/s/ Steven J. Benson |
Steven J. Benson |
/s/ Joseph Iannotta |
Joseph Iannotta |
/s/ Meghan M. Fitzgerald |
Meghan M. FitzGerald |
/s/ Henry S. Miller |
Henry S. Miller |
/s/ Michael J. Christenson |
Michael J. Christenson |
/s/ Anil Aggarwal |
Anil Aggarwal |
/s/ Brian Barth |
Brian Barth |
/s/ Michael K. Simon |
Michael K. Simon |
/s/ Michael Tessler |
Michael Tessler |
/s/ Jarrod Yuster |
Jarrod Yuster |
THMA: | ||||
THIMBLE POINT ACQUISITION CORP. | ||||
By: | /s/ Elon S. Boms | |||
Name: | Elon S. Boms | |||
Title: | Chief Executive Officer |
COMPANY: | ||
PEAR THERAPEUTICS, INC. | ||
By: | /s/ Corey McCann, M.D., Ph.D. | |
Name: | Corey McCann, M.D., Ph.D. | |
Title: | President & Chief Executive Officer |
PURCHASER: | ||
KLP SPAC 1 LLC | ||
By: | /s/ Elon S. Boms | |
Name: | Elon S. Boms | |
Title: | Manager | |
Address for Notices: | ||
KLP SPAC 1 LLC | ||
195 Church Street, 15th Floor | ||
New Haven, CT 06510 | ||
COMPANY: | ||
THIMBLE POINT ACQUISITION CORP. | ||
By: | /s/ Joseph Iannotta | |
Name: | Joseph Iannotta | |
Title: | Chief Financial Officer |
Number of Forward Purchase Units: |
||||
Aggregate Purchase Price for Forward Purchase Units: |
$ | |||
|
|
[ ] | ||
By: | | |
Name: | ||
Title: | ||
THIMBLE POINT ACQUISITION CORP. | ||
By: | | |
Name: | ||
Title: |
Date of Transfer |
Transferee |
Number of Forward Purchase Units Transferred |
Purchaser Revised Forward Purchase Units Amount |
|||||||||
[ ] | THIMBLE POINT ACQUISITION CORP. | |||||||
By: | |
By: | | |||||
Name: | |
Name: | | |||||
Title: | |
Title: | |
THIMBLE POINT ACQUISITION CORP. | ||
By: | /s/ Joseph Iannotta | |
Name: | Joseph Iannotta | |
Title: | Chief Financial Officer | |
KLP SPAC 1 LLC | ||
By: | /s/ Elon Boms | |
Name: | Elon Boms | |
Title: | Manager |
COMPANY STOCKHOLDER: | ||
[ ] | ||
By: | | |
Name: | ||
Title: | ||
THMA: | ||
THIMBLE POINT ACQUISITION CORP. | ||
By: | | |
Name: | ||
Title: |
COMPANY: | ||
PEAR THERAPEUTICS, INC. | ||
By: | | |
Name: | ||
Title: |
COMPANY : | ||
THIMBLE POINT ACQUISITION CORP. | ||
By: | | |
Name: | ||
Title: |
HOLDER: | ||
By: | | |
Name: |
Thimble Point Acquisition Corp. | ||
By: |
||
Name: | ||
Title: |
Name of Investor: | State/Country of Formation or Domicile: | |||||
By: | ||||||
Name: | ||||||
Title: | ||||||
Name in which Shares are to be registered (if different): | Date:____, 2021 | |||||
Investor’s EIN: | ||||||
Business Address-Street: | Mailing Address-Street (if different): | |||||
City, State, Zip: | City, State, Zip: | |||||
Attn: | Attn: | |||||
Telephone No.: | Telephone No.: | |||||
Facsimile No.: | Facsimile No.: | |||||
E-Mail: |
E-Mail: | |||||
Number of Shares subscribed for: | ||||||
Aggregate Subscription Amount: $ | Price Per Share: $10.00 |
A. | QUALIFIED INSTITUTIONAL BUYER STATUS |
(Please check the applicable subparagraphs): |
☐ | Investor is a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act (a “ QIB ”)). |
☐ | Investor is subscribing for the Subscribed Shares as a fiduciary or agent for one or more investor accounts, and each owner of such accounts is a QIB. |
B. | INSTITUTIONAL ACCREDITED INVESTOR STATUS |
(Please check the applicable subparagraphs): |
☐ | Investor is an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, a corporation, Massachusetts or similar business trust, partnership, or limited liability company that was not formed for the specific purpose of acquiring the securities of THMA being offered in this offering, with total assets in excess of $5,000,000. |
☐ | Investor is a “private business development company” as defined in Section 202(a)(22) of the Investment Advisers Act of 1940. |
☐ | Investor is a “bank” as defined in Section 3(a)(2) of the Securities Act. |
☐ | Investor is a “savings and loan association” or other institution as defined in Section 3(a)(5)(A) of the Securities Act, whether acting in its individual or fiduciary capacity. |
☐ | Investor is a broker or dealer registered pursuant to Section 15 of the Exchange Act. |
☐ | Investor is an investment adviser registered pursuant to Section 203 of the Investment Advisers Act of 1940 or registered pursuant to the laws of a state. |
☐ | Investor is an investment adviser relying on the exemption from registering with the Commission under Section 203(l) or (m) of the Investment Advisers Act of 1940. |
☐ | Investor is an “insurance company” as defined in Section 2(a)(13) of the Securities Act. |
☐ | Investor is an investment company registered under the Investment Company Act of 1940. |
☐ | Investor is a “business development company” as defined in Section 2(a)(48) of the Investment Company Act of 1940. |
☐ | Investor is a “Small Business Investment Company” licensed by the U.S. Small Business Administration under either Section 301(c) or (d) of the Small Business Investment Act of 1958. |
☐ | Investor is a “Rural Business Investment Company” as defined in Section 384A of the Consolidated Farm and Rural Development Act. |
☐ | Investor is a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, and such plan has total assets in excess of $5,000,000. |
☐ | Investor is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in Section 3(21) of such act, which is one of the following. |
☐ | A bank; |
☐ | A savings and loan association; |
☐ | A insurance company; or |
☐ | A registered investment adviser. |
☐ | Investor is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 with total assets in excess of $5,000,000. |
☐ | Investor is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 that is a self-directed plan with investment decisions made solely by persons that are accredited investors. |
☐ | Investor is a trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered by THMA in this offering, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the Securities Act. |
C. | AFFILIATE STATUS |
(Please check the applicable box) Investor: |
☐ | is: |
☐ | is not: |
an “affiliate” (as defined in Rule 144) of THMA or acting on behalf of an affiliate of THMA. |
Date of Transfer or Reduction |
Transferee |
Number of Subscribed Shares Transferred or Reduced |
Investor Revised Subscription Amount | |||
Thimble Point Acquisition Corp. | ||
By: |
||
Name: | ||
Title: |
Name of Investor: | ||
| ||
Signature of Investor: | ||
By: | ||
Name: | ||
Title: |
SECTION 1. | GENERAL PURPOSE OF THE PLAN; DEFINITIONS |
SECTION 2. | ADMINISTRATION OF PLAN; ADMINISTRATOR AUTHORITY TO SELECT GRANTEES AND DETERMINE AWARDS |
SECTION 3. | STOCK ISSUABLE UNDER THE PLAN; MERGERS; SUBSTITUTION |
SECTION 4. | ELIGIBILITY |
SECTION 5. | STOCK OPTIONS |
SECTION 6. | STOCK APPRECIATION RIGHTS |
SECTION 7. | RESTRICTED STOCK AWARDS |
SECTION 8. | RESTRICTED STOCK UNITS |
SECTION 9. | UNRESTRICTED STOCK AWARDS |
SECTION 10. | CASH-BASED AWARDS |
SECTION 11. | DIVIDEND EQUIVALENT RIGHTS |
SECTION 12. | TRANSFERABILITY OF AWARDS |
SECTION 13. | TAX WITHHOLDING |
SECTION 14. | SECTION 409A AWARDS |
SECTION 15. | TERMINATION OF SERVICE RELATIONSHIP, TRANSFER, LEAVE OF ABSENCE, ETC. |
SECTION 16. | AMENDMENTS AND TERMINATION |
SECTION 17. | STATUS OF PLAN |
SECTION 18. | GENERAL PROVISIONS |
SECTION 19. | EFFECTIVE DATE OF PLAN; TERM OF PLAN |
SECTION 20. | GOVERNING LAW |
* | Previously filed |
** | To be filed by amendment. |
A. | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(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; |
B. | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
C. | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
D. | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
E. | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
(i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
(ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
(iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
(iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
F. | That prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form. |
G. | That every prospectus (i) that is filed pursuant to paragraph (F) immediately preceding, or (ii) that purports to meet the requirements of section 10(a)(3) of the Securities Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
H. | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
I. | To respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt mean, including information contained in documents filed subsequent to the effective date of the Registration Statement through the date of responding to the request. |
J. | To supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
THIMBLE POINT ACQUISITION CORP. | ||||
By: | /s/ Elon S. Boms | |||
Name: | Elon S. Boms | |||
Title: | Chief Executive Officer and Chairman |
Signature |
Title |
Date | ||
/s/ Elon S. Boms Elon S. Boms |
Chief Executive Officer and Chairman and Director (principal executive officer) |
September 7, 2021 | ||
/s/ Joseph Iannotta Joseph Iannotta |
Chief Financial Officer (principal financial and accounting officer) |
September 7, 2021 | ||
* Steven J. Benson |
Director | September 7, 2021 | ||
* Michael J. Christenson |
Director | September 7, 2021 | ||
* Meghan M. Fitzgerald |
Director | September 7, 2021 | ||
* Henry S. Miller |
Director | September 7, 2021 |
* By: | /s/ Elon S. Boms | |
Elon S. Boms Attorney-in-Fact |
Exhibit 8.1
[S&C Letterhead]
September 7, 2021
Thimble Point Acquisition Corp.,
195 Church Street, 15th Floor,
New Haven, CT 06510.
Ladies and Gentlemen:
As tax counsel to Thimble Point Acquisition Corp. in connection with the transactions described in the Registration Statement on Form S-4 (Form No. 333-254103) originally filed on July 16, 2021, as amended and supplemented through the date hereof (the Registration Statement), we hereby confirm to you that, subject to the qualifications, limitations and assumptions set forth in the Registration Statement, the statements set forth in the Registration Statement under the caption Material U.S. Federal Income Tax Consequences are our opinion as to the material U.S. federal income tax consequences to the holders of Public Shares (as defined in the Registration Statement) of the Business Combination (as defined in the Registration Statement) and a redemption of Public Shares.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours, |
/s/ Sullivan & Cromwell LLP |
Sullivan & Cromwell LLP |
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS CONSENT
We consent to the inclusion in this Registration Statement of Thimble Point Acquisition Corp. (the Company) on Amendment No. 1 to Form S-4 (File No 333-257982) of our report dated January 15, 2021, except for the second paragraph of Note 8 as to which the date is February 3, 2021, which includes an explanatory paragraph as to the Companys ability to continue as going concern, with respect to our audit of the financial statements of Thimble Point Acquisition Corp. as of December 31, 2020 and for the period from December 1, 2020 (inception) through December 31, 2020, which report appears in the proxy statement/prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading Experts in such proxy statement/prospectus.
/s/ Marcum LLP
Marcum LLP
Melville, NY
September 7, 2021
Exhibit 23.2
CONSENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the use in this Registration Statement No. 333-257982 on Form S-4 of our report dated July 16, 2021, relating to the financial statements of Pear Therapeutics, Inc. We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
September 7, 2021
Exhibit 99.2
Consent to be Named as a Director Nominee
In connection with the filing by Thimble Point Acquisition Corp. of the Registration Statement on Form S-4 (the Registration Statement) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Securities Act), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Post-Combination Company (as such term is defined in the Registration Statement) in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Date: September 7, 2021 | /s/ Alison Bauerlein | |||||
Name: Alison Bauerlein |
Exhibit 99.6
Consent to be Named as a Director Nominee
In connection with the filing by Thimble Point Acquisition Corp. of the Registration Statement on Form S-4 (the Registration Statement) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the Securities Act), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of the Post-Combination Company (as such term is defined in the Registration Statement) in the Registration Statement and any and all amendments and supplements thereto. I also consent to the filing of this consent as an exhibit to such Registration Statement and any amendments thereto.
Date: September 7, 2021 | /s/ Kirthiga Reddy | |||||
Name: Kirthiga Reddy |
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