NASDAQ false 0001832415 0001832415 2021-11-10 2021-11-10












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 10, 2021




(Exact name of Registrant as Specified in Its Charter)




Delaware   001-39864   85-3472546

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

548 Market Street #49404

San Francisco, California

(Address of principal executive offices)     (Zip Code)

Registrant’s Telephone Number, Including Area Code: (415) 887-2311

Not Applicable

(Former Name or Former 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





Name of each exchange

on which registered

Common Stock   BTTX   Nasdaq Capital Market

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 November 10, 2021, the Company’s Board of Directors (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Elder Granger as a Class III director, to serve in accordance with the Company’s Amended and Restated By-Laws until the Company’s 2024 Annual Meeting of Stockholders or until his earlier death, removal or resignation. Dr. Granger, age 67 years, is a U.S. Army Major General (Retired) and has served as the President and Chief Executive Officer of The 5Ps, LLC, a healthcare, education, and leadership consulting firm, since August 2009.

In connection with his election, the Company granted to Dr. Granger stock options to purchase up to 28,300 shares of the Company’s common stock under the Company’s 2021 Stock Option and Incentive Plan pursuant to the Company’s non-employee director compensation policy. One-third of this stock option award shall vest on the first anniversary of the date of grant, with the remainder vesting monthly over the subsequent two years, provided, however, that all vesting shall cease if Dr. Granger resigns from the Board or otherwise ceases to serve as a director of the Company prior to any such vesting date. In addition, in connection with his election, the Company will enter into an indemnification agreement with Dr. Granger in the same form as used with the Company’s other directors.

There are no arrangements or understandings between Dr. Granger and any other persons pursuant to which he was selected as a director of the Company, and there are no transactions in which Dr. Granger has an interest requiring disclosure under Item 404(a) of Regulation S-K.


Item 7.01

Regulation FD Disclosure.

On November 11, 2021, the Company issued a press release entitled “Better Therapeutics Appoints Major General Elder Granger, M.D., U.S. Army (retired) to its Board of Directors.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information contained in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.





99.1    Press release issued November 11, 2021
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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


    Better Therapeutics, Inc.
Dated: November 17, 2021     By:  

/s/ Mark Heinen

    Name:   Mark Heinen
    Title:   Chief Financial Officer

Exhibit 99.1

Better Therapeutics Appoints Major General Elder Granger, M.D., U.S. Army (retired) to its Board of Directors

November 11, 2021

Better Therapeutics, Inc. (“Better Therapeutics”; NASDAQ: BTTX), a prescription digital therapeutics company developing cognitive behavioral therapy to address the root causes of cardiometabolic diseases, today announced the appointment of Major General Elder Granger, M.D., U.S. Army (retired) to its board of directors.

“Dr. Granger’s track record of leadership in navigating complex policy, regulatory and competitive environments will be welcome additions to the Better Therapeutics board,” said David Perry, co-founder and chairman of Better Therapeutics. “His extensive board experience coupled with an unwavering commitment to improving the delivery of healthcare will be invaluable as we work to establish our prescription digital therapeutics as the new standard of care for people with cardiometabolic diseases.”

Dr. Granger joins Better Therapeutics’ board with decades of experience in acquisition, operation and integration of managed care programs within the Military Health System. He is currently the president and CEO of The 5Ps, a healthcare, education and leadership consulting organization. Prior to retiring from the U.S. Army in 2009, he served as the Deputy Director and Program Executive Officer of the TRICARE Management Activity, Office of the Assistant Secretary of Defense (Health Affairs) in Washington, DC, where he was the principal advisor to the Assistant Secretary of Defense (Health Affairs) on Department of Defense health plan policy and performance.

“Improving healthcare systems has been a major passion of mine throughout my career, and Better Therapeutics is on the forefront of developing innovative solutions that could truly change the future of healthcare,” said Dr. Granger. “I’m eager to offer my expertise in the healthcare space and help the team move its prescription digital therapeutics towards commercialization to reach more of the millions of people in the U.S. living with cardiometabolic diseases.”

“Dr. Granger is a national treasure,” said Kevin Appelbaum, co-founder and chief executive officer. “I’m honored by his decision to serve on our board and, as a fellow veteran, look forward to working closely with him to make our solutions accessible to the more than 10 million veterans, active duty service members and their families, who suffer a disproportionate burden of cardiometabolic disease.”

Dr. Granger currently serves as an independent director and Nominating & Governance Committee member for Cerner (NASDAQ: CERN), an independent director and Chair of the Compliance Committee for Cigna (NYSE: CI), and as an independent director of DLH (NASDAQ: DLHC).

Boardspan Inc. served as an advisor to Better Therapeutics in this appointment.

About Better Therapeutics

Better Therapeutics is a prescription digital therapeutics (PDT) company developing a novel form of cognitive behavioral therapy to address the root causes of cardiometabolic diseases. The company has developed a proprietary platform for the development of FDA-regulated, software-based solutions for type 2 diabetes, heart disease and other conditions. The cognitive behavioral therapy delivered by Better Therapeutics’ PDT is designed to enable changes in neural pathways of the brain so lasting changes in behavior become possible. Addressing the underlying causes of these diseases has the potential to dramatically improve patient health while lowering healthcare costs. Better Therapeutics clinically validated mobile applications are intended to be prescribed by physicians and reimbursed like traditional medicines. For more information visit: bettertx.com


Heidi Chokeir, Ph.D.


+1 619 203 5391