8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23, 2023

___________________________________

PEAR THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware	001-39969	85-4103092
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
200 State Street, 13th Floor Boston, MA 02109
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (617) 925-7848
Not Applicable
	(Former name or address, if changed since last report)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Class A common stock, par value $.0001 per share	PEAR	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share	PEARW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 23, 2023, Julia Strandberg notified Pear Therapeutics, Inc. of her resignation as Chief Commercial Officer effective March 31, 2023.

Item 8.01. Other Events.

The Company is subject to certain minimum revenue covenants under the Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended to date, the “Credit Agreement”), by and between the Company, Perceptive Credit Holdings III, LP (the “Lender”) and the other parties thereto. The Lender has waived the minimum revenue covenant contained in the Credit Agreement with respect to the trailing 12-month revenue requirement for the fiscal quarter ending December 31, 2022 and the fiscal quarter ending March 31, 2023.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Pear Therapeutics, Inc.
By:	/s/ Christopher D.T. Guiffre
Name:	Christopher D.T. Guiffre, J.D., M.B.A.
Title:	Chief Financial Officer & Chief Operating Officer

Date: February 24, 2023

XML

Cover	Feb. 23, 2023
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Feb. 23, 2023
Entity Registrant Name	PEAR THERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-39969
Entity Tax Identification Number	85-4103092
Entity Address, Address Line One	200 State Street
Entity Address, Address Line Two	13th Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02109
City Area Code	617
Local Phone Number	925-7848
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001835567
Amendment Flag	false
Class A common stock, par value $.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $.0001 per share
Trading Symbol	PEAR
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share
Trading Symbol	PEARW
Security Exchange Name	NASDAQ