Delaware |
2834 |
85-3472546 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Large, accelerated filer | ☐ | Accelerated filer | ☐ | |||
☒ | Smaller reporting company | |||||
Emerging growth company |
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Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
Common Stock, par value $0.0001 per share |
20,406,908 (1) |
$6.818 (2) |
$139,124,095.29 |
$12,896.80 | ||||
| ||||||||
|
(1) |
Consists of shares of common stock registered for sale by the selling stockholders named in this Registration Statement. |
(2) |
Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is the average of the high and low prices of shares of the Registrant’s common stock on The Nasdaq Capital Market (“Nasdaq”) on November 23, 2021, such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”). |
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F-40 |
• |
“MCAD” are to Mountain Crest Acquisition Corp. II, a Delaware corporation, prior to the consummation of the Business Combination; |
• |
“Business Combination” or “Transactions” are to the Merger and other transactions contemplated by the Merger Agreement, collectively, including the PIPE Financing; |
• |
“Bylaws” are to the By-laws of BTX; |
• |
“Certificate of Incorporation” are to the Certificate of Incorporation of BTX; |
• |
“Closing” are to the closing of the Business Combination; |
• |
“Closing Date” are to October 28, 2021; |
• |
“IPO” or “initial public offering” are to MCAD’s initial public offering that was consummated on January 12, 2021; |
• |
“Governing Documents” are to the Certificate of Incorporation and the Bylaws; |
• |
“BTX Board” are to the board of directors of BTX; |
• |
“BTX Common Stock” or “BTX common stock” are to the common stock, par value $0.0001 per share, of BTXO prior to the consummation of the Business Combination; |
• |
“PIPE Financing” are to the transactions contemplated by the Subscription Agreements, pursuant to which the PIPE Investors collectively subscribed for an aggregate of 5,000,000 shares of our Common Stock for an aggregate purchase price of $50,000,000; |
• |
“Subscription Agreements” are to the subscription agreements, entered into by MCAD and each of the PIPE Investors in connection with the PIPE Financing; and |
• |
“units” are to the units of MCAD consisting of one share of Common Stock and one right to receive one-tenth (1/10) of a share. |
• | The ability to treat the root causes of CMDx |
• | Regulatory and platform leverage BT-001, and our ability to continuously improve future products based on this data will make it increasingly challenging, we believe, for followers to offer products comparable in quality to ours. |
• | First-mover advantage two-to-three-year FDA-regulated PDT for the treatment of type 2 diabetes. |
• | BTX is a clinical-stage digital therapeutics company with a limited operating history. |
• | BTX has no products approved for commercial sale and has not generated any revenue from product sales to date, nor does it expect to generate any revenue from product sales for the next few years, if ever. |
• | BTX’s ability to become and remain profitable depends on its ability to get insurance reimbursement coverage for its products, generate revenue and/or execute other business development arrangements. |
• | BTX’s operations have consumed substantial amounts of cash since inception. BTX expects to continue to spend substantial amounts to continue the clinical and preclinical development of BTX’s product candidates, including its program for its leading product candidate BT-001. |
• | Upon the consummation of the Business Combination, we became a public company, and are now subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, the listing standards of The Nasdaq Stock Market LLC, or Nasdaq, and other applicable securities rules and regulations. |
• | BTX’s business is highly dependent on the success of BTX’s product candidates. If BTX is unable to successfully complete clinical development, obtain regulatory approval for or commercialize one or more of BTX’s product candidates, or if BTX experiences delays in doing so, its business will be materially harmed. |
• | The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time-consuming and inherently unpredictable, and if BTX is ultimately unable to obtain regulatory approval for BTX’s product candidates, its business will be substantially harmed. |
• | Business interruptions resulting from the COVID-19 outbreak or similar public health crises could cause a disruption of the development of BTX’s product candidates and adversely impact BTX’s business. |
• | BTX may incur unexpected costs or experience delays in completing, or ultimately be unable to complete, the development and commercialization of BTX’s product candidates. |
Shares that may be offered and sold from time to time by the Selling Stockholders named herein |
Up to an aggregate of 20,406,908 shares of common stock. |
Common stock outstanding |
23,599,718 shares of common stock as of October 29, 2021. |
Use of proceeds |
All of the shares of common stock offered by the Selling Stockholders pursuant to this prospectus will be sold by the Selling Stockholders for their respective accounts. We will not receive any of the proceeds from these sales. |
Market for our common stock |
Our common stock is listed on Nasdaq under the symbol “BTTX”. |
Risk factors |
Any investment in the common stock offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “ Risk Factors |
• | the Company’s limited operating history and significant financial losses since inception; |
• | the Company’s lack of revenue and profitability; |
• | the Company’s need for additional funding; |
• | the Company’s dependence on its lead product candidate, BT-001; |
• | the Company’s ability to achieve and maintain market acceptance of its products; |
• | the Company’s risks related to its prescription digital therapeutics, such as the willingness of the FDA to approve PDTs and insurance companies to reimburse their use; |
• | the success, cost and timing of our product development activities and clinical trials, including statements regarding our plans for clinical development of our product candidates and the initiation and completion of any other clinical trials and related preparatory work and the expected timing of the availability of results of the clinical trials; |
• | the period over which we anticipate our existing cash and cash equivalents will be sufficient to fund our operating expenses and capital expenditure requirements; |
• | our expectations regarding its ability to obtain and maintain intellectual property protection for our product candidates and the duration of such protection; |
• | the rate and degree of market acceptance of our product candidates, if approved; |
• | the impact of laws and regulations; |
• | our ability to attract and retain key scientific, medical, commercial or management personnel; |
• | our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
• | the effect of COVID-19 on the foregoing; |
• | our financial performance; and |
• | other risks detailed under the section entitled “ Risk Factors |
• | advances its lead product candidate BT-001 through clinical development; |
• | advances its pilot stage product candidates into clinical development; |
• | seeks to identify, acquire and develop additional product candidates, including through business development efforts to invest in or in-license other technologies or product candidates; |
• | hires additional clinical, quality control, medical, scientific and other technical personnel to support its clinical operations; |
• | expands its operational, financial and management systems and increases personnel to support its operations; |
• | meets the requirements and demands of being a public company; |
• | maintains, expands and protects its intellectual property portfolio; |
• | seeks regulatory approvals for any product candidates that successfully complete clinical trials; and |
• | undertakes any pre-commercialization activities to establish sales, marketing and distribution capabilities for any product candidates for which it may receive regulatory approval. |
• | the scope, progress, results and costs of researching and developing its current product candidates, as well as other additional product candidates BTX may develop and pursue in the future; |
• | the timing of, and the costs involved in, obtaining marketing approvals for BTX’s product candidates and any other additional product candidates BTX may develop and pursue in the future; |
• | the number of future product candidates that BTX may pursue and their development requirements; |
• | the costs of commercialization activities for BTX’s product candidate, including the costs and timing of establishing product sales, marketing, and distribution capabilities; |
• | subject to receipt of regulatory approval, revenue, if any, received from commercial sales of BTX’s product candidates; |
• | the extent to which BTX in-licenses or acquires rights to other products, product candidates or technologies; |
• | its headcount growth and associated costs as BTX expands its research and development and establish a commercial infrastructure; |
• | the costs of preparing, filing and prosecuting patent applications, maintaining and protecting its intellectual property rights, including enforcing and defending intellectual property related claims; and |
• | the costs of operating as a public company. |
• | the timing and success or failure of clinical trials for BTX’s product candidates or competing product candidates, or any other change in the competitive landscape of its industry, including consolidation among its competitors or partners or as a result of COVID-19; |
• | its ability to successfully recruit and retain subjects for clinical trials, and any delays caused by difficulties in such efforts, including as a result of COVID-19; |
• | its ability to obtain marketing approval for BTX’s product candidates and the timing and scope of any such approvals BTX may receive; |
• | the timing and cost of, and level of investment in, research and development activities relating to BTX’s product candidates, which may change from time to time; |
• | its ability to attract, hire and retain qualified personnel; |
• | expenditures that BTX will or may incur to develop additional product candidates; |
• | the level of demand for its product candidates should they receive approval, which may vary significantly; |
• | the risk/benefit profile, cost and reimbursement policies with respect to BTX’s product candidates, if approved, and existing and potential future therapeutics that compete with BTX’s product candidates; |
• | the changing and volatile U.S. and global economic environments; and |
• | future accounting pronouncements or changes in its accounting policies. |
• | its inability to demonstrate to the satisfaction of the FDA or comparable foreign regulatory authorities that BT-001 is safe and effective; |
• | insufficiency of its financial and other resources to complete the necessary clinical trials and preclinical studies; |
• | negative or inconclusive results from its clinical trials, preclinical studies or the clinical trials of others for product candidates similar to BTX’s, leading to a decision or requirement to conduct additional clinical trials or preclinical studies or abandon a program; |
• | product-related adverse events experienced by subjects in its clinical trials, including unexpected results, or by individuals using products similar to BT-001; |
• | delays in enrolling subjects in clinical trials; |
• | high drop-out rates of subjects from clinical trials; |
• | poor effectiveness of BT-001 during clinical trials; |
• | greater than anticipated clinical trial or manufacturing costs; |
• | delays in submitting a de novo application, or comparable foreign applications or delays or failure in obtaining the necessary approvals from regulators to commence a clinical trial or a suspension or termination, or hold, of a clinical trial once commenced; |
• | conditions imposed by the FDA, the European Medicines Agency, or EMA, or comparable foreign regulatory authorities regarding the scope or design of its clinical trials; |
• | delays and changes in regulatory requirements, policy and guidelines, including the imposition of additional regulatory oversight around clinical testing generally or with respect to its therapies in particular; or |
• | varying interpretations of data by the FDA, EMA and comparable foreign regulatory authorities. |
• | loss of key employees of the acquired company and other challenges associated with integrating new employees into our culture, as well as reputational harm if integration is not successful; |
• | diversion of management time and focus from operating our business to addressing acquisition integration challenges; |
• | implementation or remediation of controls, procedures, and policies at the acquired company; |
• | difficulties in integrating and managing the combined operations, technologies, technology platforms and products of the acquired companies and realizing the anticipated economic, operational and other benefits in a timely manner, which could result in substantial costs and delays or other operational, technical or financial problems; |
• | integration of the acquired company’s accounting, human resource and other administrative systems, and coordination of products, engineering and sales and marketing function; |
• | assumption of contractual obligations that contain terms that are not beneficial to us, require us to license or waive intellectual property rights, or increase our risk for liabilities; |
• | failure to successfully further develop the acquired technology or realize our intended business strategy; |
• | uncertainty of entry into markets in which we have limited or no prior experience or in which competitors have stronger market positions; |
• | unanticipated costs associated with pursuing acquisitions; |
• | failure to find commercial success with the products or services of the acquired company; |
• | difficulty of transitioning the acquired technology onto our existing platforms and maintaining the security standards for such technology consistent with our other products; |
• | failure to successfully onboard patients or maintain brand quality of acquired companies; |
• | responsibility for the liabilities of acquired businesses, including those that were not disclosed to us or exceed our estimates, as well as, without limitation, liabilities arising out of their failure to maintain effective data protection and privacy controls and comply with applicable regulations; |
• | inability to maintain our internal standards, controls, procedures, and policies; |
• | failure to generate the expected financial results related to an acquisition on a timely manner or at all; |
• | difficulties in complying with antitrust and other government regulations; |
• | challenges in integrating and auditing the financial statements of acquired companies that have not historically prepared financial statements in accordance with GAAP; |
• | potential accounting charges to the extent intangibles recorded in connection with an acquisition, such as goodwill, trademarks, patient relationships or intellectual property, are later determined to be impaired and written down in value; and |
• | failure to accurately forecast the impact of an acquisition transaction. |
• | its inability to recruit and retain adequate numbers of effective sales and marketing personnel; |
• | the inability of sales personnel to obtain access to or persuade adequate numbers of physicians to prescribe its products, if approved; |
• | the lack of complementary products to be offered by sales personnel, which may put BTX at a competitive disadvantage relative to companies with more extensive product lines; and |
• | unforeseen costs and expenses associated with creating an independent sales and marketing organization. |
• | awareness of BTX’s products and the adoption of prescription CBT; |
• | ease of adoption and use; |
• | platform experience; |
• | performance; |
• | brand; |
• | security and privacy; and |
• | pricing. |
• | sell, lease, transfer or otherwise dispose of certain assets; |
• | acquire another company or business or enter into a merger or similar transaction with third parties; |
• | incur additional indebtedness; |
• | make investments; |
• | enter into certain outbound licenses of intellectual property; |
• | encumber or permit liens on certain assets; and |
• | pay dividends and make other restricted payments with respect to our capital stock. |
• | we may not be able to demonstrate to the FDA’s satisfaction that BTX’s product candidates are safe and effective for its intended use; |
• | the FDA may disagree that our clinical data supports the label and use that we are seeking; and |
• | the FDA may disagree that the data from our preclinical or pilot studies and clinical trials is sufficient to support marketing authorization. |
• | if we are required to submit an IDE application to FDA, which must become effective prior to commencing human clinical trials, the FDA may reject our IDE application and notify us that we may not begin investigational trials; |
• | regulators and other comparable foreign regulatory authorities may disagree as to the design or implementation of our clinical trials; |
• | regulators and/or institutional review boards, or IRBs, or other reviewing bodies may not authorize us or our investigators to commence a clinical trial, or to conduct or continue a clinical trial at a prospective or specific trial site; |
• | we may not reach agreement on acceptable terms with prospective contract research organizations, or CROs, and clinical trial sites, the terms of which can be subject to extensive negotiation and may vary significantly among different CROs and trial sites; |
• | clinical trials may produce negative or inconclusive results, or we may not agree with regulatory authorities on the interpretation of our clinical trial results, and we may decide, or regulators may require us, to conduct additional clinical trials or abandon product development programs; |
• | the number of subjects or patients required for clinical trials, including to effectively test and demonstrate the effect of BTX’s product candidates, may be larger than we anticipate, enrollment in these clinical trials may be insufficient or slower than we anticipate, and the number of clinical trials being conducted at any given time may be high and result in fewer available patients for any given clinical trial, or patients may drop out of these clinical trials at a higher rate than we anticipate; |
• | our third-party contractors, may fail to comply with regulatory requirements or meet their contractual obligations to us in a timely manner, or at all; |
• | we might have to suspend or terminate clinical trials for various reasons, including a finding that the subjects are being exposed to unacceptable health risks; |
• | we may have to amend clinical trial protocols or conduct additional studies to reflect changes in regulatory requirements or guidance, which we may be required to submit to an IRB and/or regulatory authorities for re-examination; |
• | regulators, IRBs, or other parties may require or recommend that we or our investigators suspend or terminate clinical research for various reasons, including safety signals or noncompliance with regulatory requirements; |
• | the cost of clinical trials may be greater than we anticipate; |
• | clinical sites may not adhere to the clinical protocol or may drop out of a clinical trial; |
• | we may be unable to recruit a sufficient number of clinical trial sites or trial subjects; |
• | regulators, IRBs, or other reviewing bodies may fail to approve or subsequently find fault with our manufacturing processes for clinical and commercial supplies, the supply of devices or other materials necessary to conduct clinical trials may be insufficient, inadequate or not available at an acceptable cost, or we may experience interruptions in our ability to supply BTX’s product candidates; |
• | marketing authorization policies, pathways or regulations of FDA or applicable foreign regulatory agencies may change in a manner rendering our clinical data insufficient for marketing authorization; and |
• | our current or future products may have undesirable side effects or other unexpected characteristics. |
• | lack of availability of adequate third-party payer coverage or reimbursement; |
• | lack of experience with BTX’s product; |
• | our inability to convince key opinion leaders to recommend BTX’s products; |
• | perceived inadequacy of evidence supporting clinical benefits, safety or cost-effectiveness of BTX’s product; |
• | liability risks generally associated with the use of new products; and |
• | the training required to use new products. |
• | properly identify and anticipate physician and patient needs; |
• | develop and introduce new functionalities, uses, products and product enhancements in a timely manner; |
• | avoid infringing upon the intellectual property rights of third-parties; |
• | demonstrate, if required, the safety and effectiveness of new products with data from preclinical and pilot studies and clinical trials; |
• | obtain the necessary regulatory clearances, grants or approvals for expanded indications, new products or product modifications; |
• | be fully FDA-compliant with marketing of new products or modified products; |
• | provide adequate training to potential patients prescribed BTX’s products; |
• | receive adequate coverage and reimbursement for procedures performed with BTX’s products; and |
• | develop an effective and dedicated sales and marketing team. |
• | our inability to demonstrate to the satisfaction of the FDA or the applicable regulatory entity or notified body that BTX’s products are safe or effective for their intended uses; |
• | the disagreement of the FDA or the applicable foreign regulatory body with the design or implementation of our clinical trials or the interpretation of data from pre-clinical studies or clinical trials; |
• | serious and unexpected adverse device effects experienced by participants in our clinical trials; |
• | the data from our pre-clinical or pilot studies and clinical trials may be insufficient to support de novo classification, clearance or approval where required; |
• | our inability to demonstrate that the clinical and other benefits of the device outweigh the risks; and |
• | the potential for medical device policies or regulations of the FDA or applicable foreign regulatory bodies to change significantly in a manner rendering our clinical data or regulatory filings insufficient for de novo classification, clearance or approval. |
• | untitled letters or warning letters; |
• | fines, injunctions, consent decrees and civil penalties; |
• | recalls, termination of distribution, administrative detention, or seizure of BTX’s products; |
• | patient notifications for repair, replacement or refunds; |
• | operating restrictions or partial suspension or total shutdown of production; |
• | delays in or refusal to grant our requests for future marketing authorizations of new products, new intended uses, or modifications to any marketed products we may commercialize; |
• | withdrawals or suspensions of our current regulatory authorizations, resulting in prohibitions on sales and distribution of BTX’s products; |
• | FDA refusal to issue certificates to foreign governments needed to export products for sale in other countries; and |
• | criminal prosecution. |
• | a covered benefit under its health plan; |
• | safe, effective and medically necessary; |
• | appropriate for the specific patient; |
• | cost-effective; and |
• | neither experimental nor investigational. |
• | the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, the purchase, lease, order, arrangement, or recommendation of any good, facility, item or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it to have committed a violation. Violations are subject to civil and criminal fines and penalties for each violation, plus up to three times the remuneration involved, imprisonment, and exclusion from government healthcare programs. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act or federal civil money penalties. On December 2, 2020, the Office of Inspector General, or 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 exceptions) became effective January 19, 2021. Implementation of this change is currently under review by the Biden administration and may be amended or repealed. We continue to evaluate what effect, if any, the rule will have on our 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 payers 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 Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created new federal criminal statutes that prohibit a person from knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payer (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false, fictitious, or fraudulent statements or representations in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters; similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; |
• | HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH and their respective implementing regulations, including the Final Omnibus Rule |
published in January 2013, which impose requirements on certain covered healthcare providers, health plans, and healthcare clearinghouses as well as their respective business associates, independent contractors or agents of covered entities, that perform services for them that involve the creation, maintenance, receipt, use, or disclosure of, individually identifiable health information relating to the privacy, security and transmission of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, there may be additional federal, state and non-U.S. laws which govern the privacy and security of health and other personal information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts; |
• | The U.S. federal transparency requirements under the ACA, including the provision commonly referred to as the Physician Payments Sunshine Act, and its implementing regulations, which requires applicable manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to 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; |
• | federal government price reporting laws, which require us to calculate and report complex pricing metrics in an accurate and timely manner to government programs; |
• | federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers; |
• | Additionally, we are subject to state and foreign equivalents of each of the healthcare laws and regulations described above, among others, some of which may be broader in scope and may apply regardless of the payer. Many U.S. states have adopted laws similar to the federal Anti-Kickback Statute and False Claims Act, and may apply to our business practices, including, but not limited to, research, distribution, sales or marketing arrangements and claims involving healthcare items or services reimbursed by non-governmental payers, including private insurers. Several states also impose other marketing restrictions or require medical device manufacturers to make marketing or price disclosures to the state. State and foreign laws, including for example the European Union General Data Protection Regulation, which became effective May 2018 also govern the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. There are ambiguities as to what is required to comply with these state requirements and if we fail to comply with an applicable state law requirement we could be subject to penalties. Finally, there are state and foreign laws governing the privacy and security of health information, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. |
• | the ability of the BTX Board to issue shares of preferred stock, including “blank check” preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;. |
• | the limitation of the liability, and indemnification of BTX’s directors and officers; |
• | a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders after such date and could delay the ability of stockholders to force consideration of a stockholder proposal or to take action, including the removal of directors; |
• | the requirement that a special meeting of stockholders may be called only by a majority of the entire BTX Board, which could delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors; |
• | controlling the procedures for the conduct and scheduling of board of directors and stockholder meetings; |
• | the ability of the BTX Board to amend the bylaws, which may allow the BTX Board to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the bylaws to facilitate an unsolicited takeover attempt; and |
• | advance notice procedures with which stockholders must comply to nominate candidates to the BTX Board or to propose matters to be acted upon at a stockholders’ meeting, which could preclude stockholders from bringing matters before annual or special meetings of stockholders and delay changes in the BTX Board, and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of BTX. |
• | a limited availability of market quotations for our securities; |
• | reduced liquidity for our securities; |
• | a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; |
• | a limited amount of news and analyst coverage; and |
• | a decreased ability to issue additional securities or obtain additional financing in the future. |
• | changes in the industries in which BTX and its customers operate; |
• | variations in its operating performance and the performance of its competitors in general; |
• | material and adverse impact of the COVID-19 pandemic on the markets and the broader global economy; |
• | actual or anticipated fluctuations in BTX’s quarterly or annual operating results; |
• | publication of research reports by securities analysts about BTX or its competitors or its industry; |
• | the public’s reaction to BTX’s press releases, its other public announcements and its filings with the SEC; |
• | BTX’s failure or the failure of its competitors to meet analysts’ projections or guidance that BTX or its competitors may give to the market; |
• | additions and departures of key personnel; |
• | changes in laws and regulations affecting its business; |
• | commencement of, or involvement in, litigation involving BTX; |
• | changes in BTX’s capital structure, such as future issuances of securities or the incurrence of additional debt; |
• | the volume of shares of our Common Stock available for public sale; and |
• | general economic and political conditions such as recessions, interest rates, fuel prices, foreign currency fluctuations, international tariffs, social, political and economic risks and acts of war or terrorism. |
• | The merger of BTX with and into Merger Sub, a wholly owned subsidiary of MCAD, with BTX surviving the merger as a wholly owned subsidiary of MCAD; |
• | The conversion of 1,066,667 shares of BTX Series Seed Preferred Stock and 4,999,807 shares of BTX Series A Preferred Stock into 5,748,150 shares of the Company’s Common Stock; |
• | The conversion of 4,306,453 shares of BTX common stock issued upon the conversion of BTX SAFEs into 4,080,482 shares of the Company’s Common Stock; |
• | The redemption of 4,826,260 shares of MCAD common stock by MCAD public shareholders who elected to have their shares redeemed in connection with the Business Combination for an aggregate redemption price of $48.3 million; |
• | The issuance and sale of 5,000,000 shares of Common Stock for $10.00 per share for an aggregate purchase price of $50.0 million in the PIPE Financing pursuant to the Subscription Agreements, executed concurrently with the Merger Agreement; |
• | BTX’s unaudited historical balance sheet as of September 30, 2021, as incorporated in this Prospectus; and |
• | MCAD’s unaudited restated historical balance sheet as of September 30, 2021, as incorporated in this Prospectus. |
• | BTX’s unaudited historical statement of operations for the nine months ended September 30, 2021, as incorporated in this Prospectus; and |
• | MCAD’s unaudited restated historical statement of operations for the nine months ended September 30, 2021, as incorporated in this Prospectus. |
• | BTX’s audited historical statement of operations for the year ended December 31, 2020, as incorporated in this Prospectus; and |
• | MCAD’s audited historical statement of operations for the period from July 31, 2020 (inception) through December 31, 2020, as incorporated in this Prospectus. |
As of Sept 30, 2021 |
As of Sept 30, 2021 |
|||||||||||||||||
MCAD (Historical Adjusted) |
Better Tx (Historical) |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||
ASSETS |
||||||||||||||||||
Current Assets: |
||||||||||||||||||
Cash and cash equivalents |
$ | 249 | $ | 3,232 | $ | 42,673 | (A) | $ | 46,154 | |||||||||
Prepaid expenses |
43 | 268 | — | 311 | ||||||||||||||
Deferred offering costs |
— | 1,904 | (1,904 | ) | (A) | — | ||||||||||||
Other current assets |
— | 214 | — | 214 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
292 | 5,618 | 40,769 | 46,679 | ||||||||||||||
Capitalized software development costs |
— | 5,114 | — | 5,114 | ||||||||||||||
Cash held in Trust Account |
57,506 | — | (57,506 | ) | (B) | — | ||||||||||||
Property and equipment, net |
— | 61 | — | 61 | ||||||||||||||
Other long-term assets |
— | 206 | — | 206 | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total Assets |
$ |
57,798 |
$ |
10,999 |
$ |
(16,737 |
) |
$ |
52,060 |
|||||||||
|
|
|
|
|
|
|
|
|||||||||||
LIABILITIES, CONVERTIBLE PREFERRED UNITS/STOCK, AND MEMBER’S/STOCKHOLDERS’ EQUITY (DEFICIT) |
||||||||||||||||||
Current liabilities: |
||||||||||||||||||
Accounts payable |
$ | — | $ | 3,357 | $ | — | $ | 3,357 | ||||||||||
Accrued payroll |
— | 20 | — | 20 | ||||||||||||||
Other accrued expenses |
244 | 1,542 | (1,904 | ) | (A) | (118 | ) | |||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
244 | 4,919 | (1,904 | ) | 3,259 | |||||||||||||
Deferred underwriting payable |
2,013 | — | (2,013 | ) | (C) | — | ||||||||||||
Long-term debt |
— | — | — | — | ||||||||||||||
Deferred tax liability |
— | — | — | — | ||||||||||||||
Simple Agreements for Future Equity |
— | 39,194 | (39,194 | ) | (D) | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
2,257 | 44,113 | (43,111 | ) | 3,259 | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Redeemable convertible preferred stock |
— | 24,204 | (24,204 | ) | (E) | — | ||||||||||||
Common shares subject to possible redemption |
57,500 | — | (57,500 | ) | (F) | — | ||||||||||||
Better Therapeutics Common Stock |
— | 1 | (1 | ) | (G) | — | ||||||||||||
Combined Entity Common Stock |
— | — | 4 | (H) | 4 | |||||||||||||
Mountain Crest Common Stock |
— | — | (1 | ) | (I) | (1 | ) | |||||||||||
Additional paid-in capital |
— | 530 | 106,117 | (J) | 106,647 | |||||||||||||
Retained earnings (accumulated deficit) |
(1,959 | ) | (57,849 | ) | 1,959 | (K) | (57,849 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total stockholders’ equity (deficit) |
(1,959 | ) | (57,318 | ) | 108,078 | 48,801 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities, convertible preferred units/stock, and member’s/stockholders’ deficit |
$ |
57,798 |
$ |
10,999 |
$ |
(16,737 |
) |
$ |
52,060 |
|||||||||
|
|
|
|
|
|
|
|
For nine months ended on Sept 30, 2021 |
For nine months ended on Sept 30, 2021 |
|||||||||||||||||||
MCAD (Historical Adjusted) |
Better Tx (Historical) |
Pro Forma Adjustments |
Pro Forma Combined |
|||||||||||||||||
Revenue |
$ | — | $ | — | $ | — | $ | — | ||||||||||||
Cost of Revenue |
— | 498 | — | 498 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Gross Loss |
— | (498 | ) | — | (498 | ) | ||||||||||||||
Operating Expenses |
||||||||||||||||||||
Research and development |
— | 12,584 | — | 12,584 | ||||||||||||||||
Sales and marketing |
— | 1,159 | — | 1,159 | ||||||||||||||||
General and administrative |
557 | 4,215 | — | 4,772 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
557 | 17,958 | — | 18,515 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations |
(557 | ) | (18,456 | ) | — | (19,013 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Interest income (expense), net |
7 | (3 | ) | (7 | ) | (3 | ) | |||||||||||||
Change in fair value of SAFEs |
— | (8,779 | ) | 8,779 | (BB) | — | ||||||||||||||
Gain on loan forgiveness |
— | 647 | — | 647 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss before provision for income taxes |
(550 | ) | (26,591 | ) | 8,772 | (18,369 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Provision (benefit) for income taxes |
— | (150 | ) | — | (150 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss) |
$ | (550 | ) | $ | (26,441 | ) | $ | 8,772 | (18,219 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss and other comprehensive loss |
$ | (550 | ) | $ | (26,441 | ) | $ | 8,772 | $ | (18,219 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Cumulative preferred dividends allocated to Series A Preferred Unit / Shareholder |
— | (1,185 | ) | |||||||||||||||||
Net loss per share attributable to common unit / shareholders, basic and diluted |
(550 | ) | (27,626 | ) | $ | (18,219 | ) | |||||||||||||
Basic and diluted net loss attributable to common unit / shareholders, Redeemable |
(0.08 | ) | — | $ | — | |||||||||||||||
Basic and diluted weighted average shares outstanding, Redeemable |
5,491,758 | — | — | |||||||||||||||||
Net loss per share attributable to common shareholders, basic and diluted, Non-redeemable |
$ | (0.08 | ) | $ | (5.28 | ) | $ | (0.77 | ) | |||||||||||
Weighted-average shares used in computing net loss per share, Non-redeemable |
|
1,782,885 |
|
|
5,229,258 |
|
23,599,718 |
For twelve months ended on December 31, 2020 |
Pro Forma Adjustments |
For twelve months ended on December 31, 2020 |
||||||||||||||||||
MCAD (Historical Adjusted) |
Better Tx (Historical) |
Pro Forma Combined |
||||||||||||||||||
Revenue |
$ | — | $ | 8 | $ | — | $ | 8 | ||||||||||||
Cost of Revenue |
— | 682 | — | 682 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Gross Loss |
— | (674 | ) | — | (674 | ) | ||||||||||||||
Operating Expenses |
||||||||||||||||||||
Research and development |
— | 2,978 | — | 2,978 | ||||||||||||||||
Sales and marketing |
— | 216 | — | 216 | ||||||||||||||||
General and administrative |
2 | 2,455 | 53 | (AA) | 2,509 | |||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
2 | 5,649 | 53 | 5,703 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations |
(2 | ) | (6,323 | ) | (53 | ) | (6,377 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Interest income (expense), net |
— | (100 | ) | — | (100 | ) | ||||||||||||||
Change in fair value of SAFEs |
— | 189 | (189 | ) | (BB) | — | ||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Loss before provision for income taxes |
(2 | ) | (6,234 | ) | (242 | ) | (6,477 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Provision (benefit) for income taxes |
— | 153 | — | 153 | ||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net income (loss) |
$ | (2 | ) | $ | (6,387 | ) | $ | (242 | ) | $ | (6,630 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Net loss and other comprehensive loss |
$ | (2 | ) | $ | (6,387 | ) | $ | (242 | ) | $ | (6,630 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||||||
Cumulative preferred dividends allocated to Series A Preferred Unit / Shareholder |
— | (1,507 | ) | |||||||||||||||||
Net loss per share attributable to common unit / shareholders, basic and diluted |
(2 | ) | (7,894 | ) | (6,630 | ) | ||||||||||||||
Basic and diluted net loss attributable to common unit / shareholders, Redeemable |
— | — | — | |||||||||||||||||
Basic and diluted weighted average shares outstanding, Redeemable |
— | — | — | |||||||||||||||||
Net loss per share attributable to common shareholders, basic and diluted, Non-redeemable |
$ | (0.00 | ) | $ | (1.57 | ) | $ | (0.28 | ) | |||||||||||
Weighted-average shares used in computing net loss per share, Non-redeemable |
1,250,000 | 5,022,339 | 23,599,718 |
• | BTX’s existing stockholders have the greatest ownership interest in the Combined Entity with BTX Equityholders controlling 64% of the outstanding common stock of the Combined Entity. |
• | BTX’s directors represent substantially all of the Combined Entity’ board of directors. |
• | BTX’s senior management is the senior management of the Combined Entity. |
• | BTX will continue its operations in substantially the same form as the post-combination company. |
(A) | Represents pro forma adjustments to cash to reflect the following: |
(in thousands) |
||||
Reclassification of cash held in trust account |
$ | 57,505 | (1) | |
Proceeds from Subscription Agreements |
50,000 | (2) | ||
Payment of deferred underwriter fees and deferred legal fees |
16,559 | (3) | ||
Redemption of MCAD common stock |
(48,273 | ) (4) | ||
|
|
|||
$ | 42,673 | |||
|
|
(1) | Reflects the reclassification of cash equivalents held in the trust account and to reflect that the cash equivalents are available to effectuate the Business Combination or to pay redeeming MCAD shareholders. |
(2) | Reflects the proceeds of $50.0 million from the issuance and sale of 5,000,000 shares of the Combined Entity Common Stock at $10.0 per share in the PIPE Financing pursuant to the Subscription Agreements. |
(3) | Reflects the payment of $3.0 million of deferred underwriter fees and deferred legal fees incurred during the MCAD initial public offering due upon completion of the Business Combination, and an estimated $13.5 million acquisition-related transaction costs. The deferred underwriter fees and acquisition-related transaction costs are accounted for as equity issuance costs and the unaudited pro forma condensed balance sheet reflects these costs as a reduction of cash with a corresponding decrease to additional paid in capital. |
(4) | Reflects the redemption of MCAD shares for a total of 4,826,260 shares at $10 per share. |
(B) | Reflects the reclassification of $57.5 million of cash and investments held in the trust account that becomes available following the Business Combination, assuming no redemptions. |
(C) | Reflects the reclassification of $2.0 million of the deferred underwriter fees that are due upon completion of the Business Combination. |
(D) | Reflects the total of $39.2 million in outstanding SAFEs, and the conversion of all outstanding Better Therapeutics SAFEs into Better Therapeutics common stock, pursuant to the terms of the Merger Agreement, and as a result of the Better Therapeutics recapitalization, resulting in an adjustment of $39.2 million to additional paid in capital. |
(E) | Reflects conversion of BTX preferred stock into BTX common stock pursuant to the terms of the Merger Agreement, and as a result of the BTX recapitalization, resulting in an adjustment of $24.2 million from temporary equity to additional paid-in capital. |
(F) | Reflects the reclassification of $57.5 million of MCAD public shares, subject to possible redemption, from mezzanine equity to permanent equity, assuming no redemptions. The unaudited pro forma condensed balance sheet reflects the reclassification with a corresponding increase of $57.5 million to additional paid in-capital and an increase of less than $0.1 million to the Combined Entity common stock. |
(G) | Represents recapitalization of BTX common stock to the Combined Entity common stock. |
(H) | Represents pro forma adjustments to the Combined Entity common stock balance to reflect the following: |
(in thousands) |
||||
Issuance of the Combined Entity common stock from PIPE Financing per Subscription Agreements |
$ | 1 | ||
Represents the capitalization of MCAD common stock to the Combined Entity common stock |
1 | |||
Recapitalization of BTX preferred stock and common stock to the Combined Entity common stock |
2 | |||
|
|
|||
$ | 4 | |||
|
|
(I) | Represents recapitalization of MCAD common stock to the Combined Entity common stock. |
(J) | Represents pro forma adjustments to additional paid-in capital balance to reflect the following: |
(in thousands) |
||||
Reclassification of MCAD public shares subject to redemption, assuming no redemptions, to permanent equity, and increase in par value of common stock . . . |
$ | 57,500 | ||
Issuance of the Combined Entity common stock from PIPE Financing per Subscription Agreements |
49,999 | |||
Reflects the redemption of MCAD shares |
(48,273 | ) | ||
Conversion of BTX SAFEs to the Combined Entity common stock |
39,194 | |||
Conversion of BTX preferred stock (mezzanine equity) to BTX common stock (permanent equity) |
24,203 | |||
Elimination of MCAD’s historical retained earnings . . . . . . . . . . . . . . . . . . . . . . . |
(1,959 | ) (1) | ||
Reduction in additional paid-in capital for acquisition-related transaction expenses . . |
(14,381 | ) | ||
|
|
|||
$ | 106,283 | |||
|
|
(1) | Represents the elimination of MCAD’s retained earnings with a corresponding adjustment to accumulated deficit, as noted in Note 2(K), in connection with the reverse recapitalization. |
(K) | Represents pro forma adjustments to eliminate the MCAD historical Retained Earnings (Accumulated Deficit) balance. |
(AA) | Represents the expense incurred for the acceleration of CEO performance awards upon the close of the Business Combination. |
(BB) | Represents the reversal of the resulting change in fair value of the SAFEs for the nine months ended September 30, 2021 and year ended December 31, 2020. |
Nine Months Ended on September 30, 2021 Pro Forma Combined |
||||
Pro forma net loss |
$ | (18,219 | ) | |
Basic weighted average shares outstanding |
23,599,718 | |||
Net loss per share — Basic and Diluted |
$ | (0.77 | ) | |
Basic weighted average shares outstanding |
||||
MCAD public shareholders (1) |
1,498,239 | |||
PIPE Investors |
5,000,000 | |||
Sponsor and other shareholders |
1,926,750 | |||
BTX Safe Investors |
4,080,482 | |||
BTX Equityholders |
11,094,247 | |||
|
|
|||
23,599,718 | ||||
|
|
(1) | The number of basic weighted average shares outstanding related to the MCAD public shareholders and Sponsor and other shareholders includes 575,000 and 20,000 shares from rights respectively, which are outstanding as of September 30, 2021. |
Twelve Months Ended on December 31, 2020 Pro Forma Combined |
||||
Pro forma net loss |
$ | (6,630 | ) | |
Basic weighted average shares outstanding |
23,599,718 | |||
Net loss per share — Basic and Diluted |
$ | (0.28 | ) | |
Basic weighted average shares outstanding |
||||
MCAD public shareholders (1) |
1,498,239 | |||
PIPE Investors |
5,000,000 | |||
Sponsor and other shareholders |
1,926,750 | |||
BTX Safe Investors |
4,080,482 | |||
BTX Equityholders |
11,094,247 | |||
|
|
|||
23,599,718 | ||||
|
|
(1) | The number of basic weighted average shares outstanding related to the MCAD public shareholders and Sponsor and other shareholders includes 575,000 and 20,000 shares from rights respectively, which are outstanding as of December 31, 2020. |
• | Ensure BTX’s product development processes and documentation comply with regulatory requirements (FDA 21 CFR Part 820 and ISO 14971). |
• | Establish a repeatable framework for how BTX designs, validates and deploys product candidates and product features. |
• | Define standard operating procedures, including a series of checks and balances and stakeholder signoffs to help ensure oversight of patient safety at each phase of development. |
• | Type 2 diabetes: $190 billion (or $237 billion in 2017 according to the ADA) |
• | Dyslipidemia: $75 billion |
• | Coronary heart disease: $72 billion |
• | Hypertension: $66 billion |
• | Stroke: $52 billion |
• | Congestive heart failure: $30 billion |
• | End-stage renal disease: $5 billion |
• | BT-001, potentially pivotal study in type 2 diabetes |
• | BT-002, pilot study in hypertension |
• | BT-004, pilot study in hyperlipidemia |
• | Regulatory Lead Time |
• | First Mover Market Advantage |
• | Intellectual Property |
• | Network Effects |
• | The potential to reverse disease. |
• | Rapid and low-cost development compared to traditional therapeutics. de novo |
• | Continuously improving therapeutics and more informed clinical decisions. de-prescription of medications in those patients that are successful in changing behaviors and improving their condition. |
• | Advancing BTX’s lead product candidate, BT-001, through its potentially pivotal trial and regulatory authorization.single-arm pilot study, the addition of the BT-001 treatment regimen to subjects who were, on average, already taking 2.2 oral diabetes medications and continued those medications during the study resulted in an average 1.0% estimated reduction in A1c of participants after 84 days. While the pilot study was not designed as a head-to-head BT-001 to oral medications, these data compare favorably to historical data published in the Journal of Diabetes Care in August 2010 (Source 1. The Effect of Oral Anti-diabetic Agents on A1C Levels, Diabetes Care, Volume 33(8); 2010 Aug.) which suggest an average 0.5% — 1.25% range of A1c reduction from untreated baseline with oral medications alone. BTX is currently conducting a potentially pivotal unblinded trial of BT-001 in patients with uncontrolled type 2 diabetes. The data from this trial will support BTX’s planned submission of a de novo |
• | Securing broad reimbursement coverage for BTX’s PDTs. BT-001 target product profile with a willingness to reimburse within the range of other branded T2D treatments and pay in BTX’s current forecasted pricing range, with a pricing range of $100-$250 being considered low risk of securing a favorable reimbursement coverage decision, $250-$600 being considered moderate risk of securing a favorable reimbursement coverage decision and price of over $600 being considered high risk of securing a favorable reimbursement coverage decision. Further, BTX intends to pursue coverage from commercial insurance providers and Medicare Part B, but does not intend to pursue coverage by Medicaid. |
• | Building a focused sales force to introduce BTX’s products to primary care providers. |
providers could be accessed with a 100-person sales force, which BTX expects to have recruited and deployed by the midpoint of the first year of commercialization. Furthermore, BTX expects that due to the unique, innovative nature of BTX’s products and the company’s first mover advantage in large CMDx markets, BTX will be able to attract dedicated and talented sales professionals. BTX expects to increase the size of BTX’s sales force as reimbursement coverage increases and to support follow on products. |
• | Integrating BTX’s products into the standard of care. BT-001 and future products to fully enact treatment guidelines. BTX conducts rigorous clinical and basic science research and will continue to publish the results of this research in peer-reviewed journals. To date, BTX has published five studies in peer-reviewed journals and BTX’s research has been highlighted at several conferences including the American College of Lifestyle Medicine, IPSOR 2019, and Endocrine 2020. |
• | Using BTX’s platform capabilities to accelerate development across CMDx. |
• | a covered benefit under its health plan, |
• | safe, effective and medically necessary, |
• | appropriate for the specific patient, |
• | cost-effective, and |
• | neither experimental nor investigational. |
• | the federal Anti-Kickback Statute, which prohibits, among other things, persons or entities from knowingly and willfully soliciting, receiving, offering or paying any remuneration (including any kickback, bribe or rebate), directly or indirectly, overtly or covertly, in cash or in kind, to induce, or in return for, the purchase, lease, order, arrangement, or recommendation of any good, facility, item or service for which payment may be made, in whole or in part, under a federal healthcare program, such as the Medicare and Medicaid programs. A person or entity does not need to have actual knowledge of the federal Anti-Kickback Statute or specific intent to violate it to have committed a violation. Violations are subject to civil and criminal fines and penalties for each violation, plus up to three times the remuneration involved, imprisonment, and exclusion from government healthcare programs. In addition, the government may assert that a claim including items or services resulting from a violation of the federal Anti-Kickback Statute constitutes a false or fraudulent claim for purposes of the federal False Claims Act or federal civil money penalties. On December 2, 2020, the Office of Inspector General, or 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 exceptions) became effective January 19, 2021. Implementation of this change is currently under review by the Biden administration and may be amended or repealed. BTX continues to evaluate what effect, if any, the rule will have on BTX’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 payers 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 Health Insurance Portability and Accountability Act of 1996, or HIPAA, which created new federal criminal statutes that prohibit a person from knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program or obtain, by means of false or fraudulent pretenses, representations or promises, any of the money or property owned by, or under the custody or control of, any healthcare benefit program, regardless of the payer (e.g., public or private) and knowingly and willfully falsifying, concealing or covering up by any trick or device a material fact or making any materially false, fictitious, or fraudulent statements or representations in connection with the delivery of, or payment for, healthcare benefits, items or services relating to healthcare matters; similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation, |
• | HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH and their respective implementing regulations, including the Final Omnibus Rule published in January 2013, which impose requirements on certain covered healthcare providers, health |
plans, and healthcare clearinghouses as well as their respective business associates, independent contractors or agents of covered entities, that perform services for them that involve the creation, maintenance, receipt, use, or disclosure of, individually identifiable health information relating to the privacy, security and transmission of individually identifiable health information. HITECH also created new tiers of civil monetary penalties, amended HIPAA to make civil and criminal penalties directly applicable to business associates, and gave state attorneys general new authority to file civil actions for damages or injunctions in federal courts to enforce the federal HIPAA laws and seek attorneys’ fees and costs associated with pursuing federal civil actions. In addition, there may be additional federal, state and non-U.S. laws which govern the privacy and security of health and other personal information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts, |
• | The U.S. federal transparency requirements under the ACA, including the provision commonly referred to as the Physician Payments Sunshine Act, and its implementing regulations, which requires applicable manufacturers of drugs, devices, biologics and medical supplies for which payment is available under Medicare, Medicaid or the Children’s Health Insurance Program to report annually to 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, |
• | federal government price reporting laws, which require BTX to calculate and report complex pricing metrics in an accurate and timely manner to government programs, |
• | federal consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers, |
• | Additionally, BTX is subject to state and foreign equivalents of each of the healthcare laws and regulations described above, among others, some of which may be broader in scope and may apply regardless of the payer. Many U.S. states have adopted laws similar to the federal Anti-Kickback Statute and False Claims Act, and may apply to BTX’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 payers, including private insurers. Several states also impose other marketing restrictions or require medical device manufacturers to make marketing or price disclosures to the state. State and foreign laws, including for example the European Union General Data Protection Regulation, which became effective May 2018 also govern the privacy and security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. There are ambiguities as to what is required to comply with these state requirements and if BTX fails to comply with an applicable state law requirement, BTX could be subject to penalties. Finally, there are state and foreign laws governing the privacy and security of health information, many of which differ from each other in significant ways and often are not preempted by HIPAA, thus complicating compliance efforts. |
• | Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of BTX’s business activities could be subject to challenge and may not comply under one or more of such laws, regulations, and guidance. Law enforcement authorities are increasingly focused on enforcing fraud and abuse laws, and it is possible that some of BTX’s practices may be challenged under these laws. Efforts to ensure that BTX’s current and future business arrangements with third parties, and BTX’s business generally, will comply with applicable healthcare laws and regulations will involve substantial costs. If BTX’s operations, including BTX’s arrangements with physicians and other healthcare providers are found to be in violation of any of such laws or any other governmental regulations that apply to us, BTX may be subject to penalties, including, without limitation, administrative, civil and criminal penalties, damages, fines, disgorgement, contractual |
damages, reputational harm, diminished profits and future earnings, the curtailment or restructuring of BTX’s operations, exclusion from participation in federal and state healthcare programs (such as Medicare and Medicaid), and imprisonment, as well as additional reporting obligations and oversight if BTX becomes subject to a corporate integrity agreement or other agreement to resolve allegations of non-compliance with these laws, any of which could adversely affect BTX’s ability to operate BTX’s business and BTX’s financial results. |
• | establishment registration and device listing; |
• | the Quality System Regulation, or QSR, which requires manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation and other quality assurance procedures during all aspects of the manufacturing process; |
• | labeling regulations and the FDA prohibitions against the promotion of products for uncleared, unapproved or “off-label” uses and other requirements related to promotional activities; |
• | medical device reporting regulations, which require that manufactures report to the FDA if their device may have caused or contributed to a death or serious injury, or if their device malfunctioned and the device or a similar device marketed by the manufacturer would be likely to cause or contribute to a death or serious injury if the malfunction were to recur; |
• | corrections and removal reporting regulations, which require that manufactures report to the FDA field corrections or removals if undertaken to reduce a risk to health posed by a device or to remedy a violation of the FD&C Act that may present a risk to health; and |
• | post market surveillance regulations, which apply to certain Class II or III devices when necessary to protect the public health or to provide additional safety and efficacy data for the device. |
• | warning or untitled letters, fines, injunctions, consent decrees and civil penalties; |
• | customer notifications, voluntary or mandatory recall or seizure of BTX’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 approvals that have already been granted; and |
• | criminal prosecution. |
• | Type 2 diabetes remains a high-cost area for payers despite widespread coverage of medications and disease management programs; |
• | Payers are receptive to new solutions, including PDTs, to address the significant unmet medical needs in uncontrolled and comorbid patient populations; |
• | PDTs would be evaluated using a rigorous drug-like review process and would be expected to demonstrate a compelling combination of clinical and health economic impacts; |
• | PDTs may be covered as pharmacy or medical benefits, though a majority of payers favor covering them as pharmacy benefits; |
• | A target product profile (TPP) was tested using pilot results for BT-001 and payers indicated a willingness to cover at prices comparable to branded, oral glycemic control medications; |
• | Based on the TPP, payers are enthusiastic about BT-001’s potential to reduce A1c and associated comorbidities, while reducing the total cost of care. |
• | advance our products through clinical trials; |
• | pursue regulatory authorization or clearance of our products; |
• | operate as a public company; |
• | continue our preclinical programs and clinical development efforts; and |
• | continue research activities for the discovery of new products. |
Twelve Months Ended, December 31, |
||||||||||||||||
2020 |
2019 |
$ Change |
% Change |
|||||||||||||
Revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . |
$ | 8 | $ | 18 | $ | (10 | ) | -56 | % | |||||||
Cost of Revenue . . . . . . . . . . . . . . . . . . . . . |
682 | 898 | (216 | ) | -24 | % | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross Loss. . . . . . . . . . . . . . . . . . . . |
(674 | ) | (880 | ) | 206 | -23 | % | |||||||||
Operating expenses: |
||||||||||||||||
Research and development |
2,978 | 2,290 | 688 | 30 | % | |||||||||||
Sales and marketing |
216 | 406 | (190 | ) | -47 | % | ||||||||||
General and administrative |
2,455 | 2,197 | 258 | 12 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
5,649 | 4,893 | 756 | 15 | % | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
(6,323 | ) | (5,773 | ) | (550 | ) | 10 | % | ||||||||
Interest expense, net |
(100 | ) | (11 | ) | (89 | ) | N/M | |||||||||
Change in fair value of SAFEs |
189 | — | 189 | N/M | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before provision for income taxes |
(6,234 | ) | (5,784 | ) | (450 | ) | 8 | % | ||||||||
Provision for income taxes |
153 | — | 153 | N/M | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | (6,387 | ) | $ | (5,784 | ) | $ | (603 | ) | 10 | % | |||||
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||||||||||
2021 |
2020 |
% Change |
2021 |
2020 |
% Change |
|||||||||||||||||||
Revenue |
$ | — | $ | 1 | N/M | $ | — | $ | 8 | N/M | ||||||||||||||
Cost of Revenue |
201 | 161 | 25 | % | 498 | 519 | (4 | )% | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Gross Loss |
(201 | ) | (160 | ) | 26 | % | (498 | ) | (511 | ) | (3 | )% | ||||||||||||
Operating expenses: |
||||||||||||||||||||||||
Research and development |
6,466 | 1,187 | 445 | % | 12,584 | 2,330 | 440 | % | ||||||||||||||||
Sales and marketing |
552 | 82 | 573 | % | 1,159 | 139 | 734 | % | ||||||||||||||||
General and administrative |
1,776 | 981 | 81 | % | 4,215 | 1,825 | 131 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total operating expenses |
8,794 | 2,250 | 291 | % | 17,958 | 4,294 | 318 | % | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss from operations |
(8,995 | ) | (2,410 | ) | 273 | % | (18,456 | ) | (4,805 | ) | 284 | % | ||||||||||||
Interest expense, net |
— | (24 | ) | (100 | )% | (3 | ) | (98 | ) | (97 | )% | |||||||||||||
Change in fair value of SAFEs |
(3,466 | ) | 338 | N/M | (8,779 | ) | 338 | N/M | ||||||||||||||||
Gain on loan forgiveness |
— | — | N/M | 647 | — | N/M | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loss before benefit from income taxes |
(12,461 | ) | (2,096 | ) | 495 | % | (26,591 | ) | (4,565 | ) | 482 | % | ||||||||||||
Provision for (benefit from) income taxes |
— | 71 | N/M | (150 | ) | 71 | N/M | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Net loss |
$ | (12,461 | ) | $ | (2,167 | ) | 475 | % | $ | (26,441 | ) | $ | (4,636 | ) | 470 | % | ||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2020 |
Year Ended December 31, 2019 |
|||||||
Cash used in operating activities. |
$ | (5,774 | ) | $ | (6,217 | ) | ||
Cash used in investing activities |
(2,305 | ) | (2,736 | ) | ||||
Cash provided by financing activities |
7,445 | 8,700 | ||||||
|
|
|
|
|||||
Net decrease in cash and cash equivalents |
$ | (634 | ) | $ | (253 | ) | ||
|
|
|
|
Nine Months Ended September 30, 2021 |
Nine Months Ended September 30, 2020 |
|||||||
Cash used in operating activities |
$ | (14,967 | ) | $ | (4,233 | ) | ||
Cash used in investing activities |
(599 | ) | (1,731 | ) | ||||
Cash provided by financing activities |
18,675 | 5,815 | ||||||
|
|
|
|
|||||
Net increase (decrease) in cash and cash equivalents |
$ | 3,109 | $ | (149 | ) | |||
|
|
|
|
• | Fair value of profit interest units and common stock — Historically, as there has been no public market for our profit interest units and common stock, the fair value of our profit interest units and common stock was determined by BTX’s Board based in part on valuations of our profit interest units and common stock prepared by a third-party valuation firm. See the subsection titled “Determination of Fair Value of Common Stock” below. |
• | Expected term — The expected term represents the period that our profit interest units and options granted are expected to be outstanding and is determined using the simplified method for employees (based on the mid-point between the vesting date and the end of the contractual term) and is based on the remaining contractual term for non-employees. We have very limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for our stock option grants. |
• | Expected volatility — Since we are a privately-held company and do not have any trading history for our common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded companies over a period equal to the expected term of the profit interest units and stock option grants. The comparable companies were chosen based on their similar size, life cycle stage, or area of specialty. |
• | Risk-free interest rate — The risk-free interest rate is based on the U.S. constant maturity rates with remaining terms similar to the expected term of the profit interest units and stock options. |
• | Expected dividend yield — We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we used an expected dividend yield of zero. |
• | BTX or BTXO was, or will be, a participant; |
• | the amount involved exceeded, or will exceed, $120,000; and |
• | in which any director, executive officer, holder of 5% or more of any class of its capital stock or any member of the immediate family of, or entities affiliated with, any of the foregoing persons, had, or will have, a direct or indirect material interest. |
Name |
Age |
Position(s) | ||
David Perry |
53 | Executive Chairman of the Board | ||
Kevin Appelbaum |
57 | Chief Executive Officer, President and Director | ||
Dr. Mark Berman |
45 | Chief Medical Officer | ||
Kristin Wynholds |
48 | Chief Product Officer | ||
Justin Zamirowski |
45 | Chief Commercial Officer | ||
Mark Heinen |
51 | Head of Finance and interim Chief Financial Officer | ||
Dr. Richard Carmona |
71 | Director | ||
Andrew Armanino |
56 | Director | ||
Geoffrey Parker |
56 | Director | ||
Risa Lavizzo-Mourey |
67 | Director | ||
Dr. Major General Elder Granger |
67 | Director | ||
Dr. Suying Liu |
33 | Director |
• | the Class I directors are Richard Carmona and David Perry, and their terms will expire at the annual meeting of stockholders to be held in 2022; |
• | the Class II directors are Suying Liu, Kevin Appelbaum and Geoffrey Parker, and their terms will expire at the annual meeting of stockholders to be held in 2023; and |
• | the Class III directors are Risa Lavizzo-Mourey, Andrew Armanino and Elder Granger, and their terms will expire at the annual meeting of stockholders to be held in 2024. |
• | Kevin Appelbaum, its Co-Founder and Chief Executive Officer; |
• | Mark Berman, M.D., its Chief Medical Officer; and |
• | Kristin Wynholds, its Chief Product Officer. |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) (1) |
Option Awards ($) (2) |
Total ($) |
||||||||||||||||||
Kevin Appelbaum Co-Founder & Chief Executive Officer |
2020 | 468,115 | — | 42,250 | — | 510,365 | ||||||||||||||||||
Mark Berman, M.D. Chief Medical Officer |
2020 | 348,333 | — | 16,115 | — | 364,448 | ||||||||||||||||||
Kristin Wynholds Chief Product Officer |
2020 | 317,147 | — | 5,403 | 5,399 | 327,949 |
(1) | Amount reflects the incremental fair value, determined in accordance with ASC Topic 718, recognized in connection with the conversion of the named executive officer’s Common Units (4,000,000 common units of Better Therapeutics LLC for a purchase price of $10, issued in 2015) under BTX’s 2015 Equity Incentive Plan (the “2015 Plan”) to common stock and/or restricted stock awards in connection with the Corporate Reorganization |
(2) | The amounts reported represent the aggregate grant date fair value of the stock option awards granted to our named executive officer during 2020, calculated in accordance with FASB ASC Topic 718. Such grant date fair values do not take into account any estimated forfeitures. The assumptions used in calculating the grant date fair value of the stock option awards reported in this column are set forth in note 12 of our financial statements included elsewhere in this prospectus. The amounts reported in this column reflect the accounting cost for these stock option awards and do not correspond to the actual economic value that may be received by our named executive officers upon the exercise of the stock option awards or any sale of the underlying shares of BTX common stock. |
Named Executive Officer |
Number of Common Units |
Number of Shares of BTX Restricted Stock |
Number of Shares of BTX Common Stock |
|||||||||
Kevin Appelbaum |
2,540,000 | 323,334 | 2,216,666 | |||||||||
Mark Berman, M.D. |
230,711 | 115,623 | 115,088 | |||||||||
Kristin Wynholds |
95,000 | 41,562 | 53,438 |
Option awards (1) |
Stock awards (2) |
|||||||||||||||||||||||||||||||||||||||
Grant date (2) |
Vesting commencement date |
Number of securities underlying unexercised options (#) exercisable |
Number of securities underlying unexercised options (#) exercisable |
Option exercise price ($) |
Option expiration date |
Number of shares or units of stock that have not vested (#) |
Market value of shares or units of stock that have not vested ($) (3) |
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) |
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (3) |
|||||||||||||||||||||||||||||||
Kevin Appelbaum |
12/8/2017 |
5/17/2017 |
— |
— |
— |
— |
41,667 |
(4) |
18,333 |
240,000 |
(5) |
105,600 |
||||||||||||||||||||||||||||
Mark Berman |
2/4/2019 |
1/3/2020 |
— |
— |
— |
— |
96,339 |
(6) |
42,389 |
— |
— |
|||||||||||||||||||||||||||||
Kristin Wynholds |
2/4/2019 |
10/22/2018 |
— |
— |
— |
— |
43,542 |
(7) |
19,158 |
— |
— |
|||||||||||||||||||||||||||||
8/14/2020 |
2/1/2020 |
— |
30,000 |
(8) |
0.47 |
8/13/2030 |
— |
— |
— |
— |
(1) | Unless otherwise specified, each equity award was granted under and is subject to the terms of our 2020 Plan. |
(2) | Each stock award was granted pursuant to individual restricted stock agreements between the Company and each applicable named executive officer. The stock awards represent the unvested Common Unit awards converted into BTX restricted stock in connection with Corporate Reorganization discussed in further detail above. The grant date listed for such awards represent the original grant date of the equity award (i.e., the grant date of Common Units under the 2015 Plan). |
(3) | Assumes a market value of $0.44 per share as of December 31, 2020, based on an independent valuation report effective as of such time. |
(4) | With respect to 400,000 shares of BTX Common Stock subject to this award, 1/48 of the shares subject to the equity award vest each month following the vesting commencement date, subject to continued service relationship through each applicable vesting date. |
(5) | With respect to 240,000 shares of BTX Common Stock subject to this award, 120,000 shares vest upon consummation of an equity financing resulting in gross proceeds exceeding $20 million, based on a pre- money enterprise valuation of our company of at least $100 million and the remaining 120,000 shares vest upon the achievement by us of the earlier of (i) 12-month trailing booked revenues of at least $20 million, or (ii) filing of a de novo submission to the FDA. Upon the occurrence of a sale of our company (as defined in our 2015 Plan), all unvested shares will automatically vest. |
(6) | With respect to 124,980 shares of BTX Common Stock subject to this award, 1/48th of the shares subject to the equity award vest each month following the vesting commencement date, subject to continued service relationship through each applicable vesting date. Upon the occurrence of a sale of our company, all unvested shares will automatically vest. |
(7) | With respect to 95,000 shares of BTX Common Stock subject to this award, 25% of such shares vest upon the vesting commencement date and 1/36 of the remaining shares subject to the equity award vest each month thereafter, subject to continued service relationship through each applicable vesting date. Upon the occurrence of a sale of our company, all unvested shares will automatically vest. |
(8) | With respect to 30,000 shares of BTX Common Stock subject to this award, 25% of such shares vest upon the one year anniversary of the vesting commencement date and 1/48 of the shares subject to the equity award vest each month thereafter, subject to the named executive officer’s continued service relationship with the Company through each applicable date. Upon the occurrence of a sale event (as defined in our 2020 Plan), all unvested shares will automatically vest. |
Name |
Earned or Paid in Cash ($) |
Stock Awards ($) |
All Other Compensation ($) |
Total ($) |
||||||||||||
David Perry (1) |
— | — | — | |||||||||||||
Richard Carmona (2) |
— | 1,756 | (3) |
1,756 |
(1) | As of December 31, 2020, Mr. Perry did not hold any outstanding awards. |
(2) | As of December 31, 2020, Mr. Carmona held an outstanding restricted stock award for 162,126 shares of BTX Common Stock. |
(3) | Amount reflects the incremental fair value, determined in accordance with ASC Topic 718, recognized in connection with the conversion of the director’s Common Units under the 2015 Plan to common stock and/or restricted stock awards under in connection with the Corporate Reorganization. |
Annual Retainer for Board Membership |
||||
Annual service on the board of directors |
$ | 40,000 | ||
Additional retainer for annual service as non-executive chairperson |
$ | 30,000 | ||
Additional retainer for annual service as a lead director of the board of directors |
$ | 15,000 | ||
Additional Annual Retainer for Committee Membership |
||||
Annual service as audit committee chairperson |
$ | 15,000 | ||
Annual service as member of the audit committee (other than chair) |
$ | 7,500 | ||
Annual service as compensation committee chairperson |
$ | 10,000 | ||
Annual service as member of the compensation committee (other than chair) |
$ | 5,000 | ||
Annual service as nominating and governance committee chairperson |
$ | 8,000 | ||
Annual service as member of the nominating and governance committee (other than chair) |
$ | 4,000 |
• | before the stockholder became interested, the Board approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
• | upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances, but not the outstanding voting stock owned by the interested stockholder; or |
• | at or after the time the stockholder became interested, the business combination was approved by the Board and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock which is not owned by the interested stockholder. |
• | any merger or consolidation involving the corporation and the interested stockholder; |
• | any sale, transfer, lease, pledge, exchange, mortgage or other disposition involving the interested stockholder of 10% or more of the assets of the corporation; |
• | subject to exceptions, any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; or |
• | the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation. |
• | the provisions regarding the size of the BTX Board, including the number of directors and term in office; |
• | the provisions prohibiting stockholder actions without a meeting; |
• | the provisions regarding amendment of the Certificate of Information; |
• | the provisions regarding amendment of the Bylaws by the stockholders; |
• | the provisions regarding the limited liability of directors of BTX; or |
• | the provisions regarding the election not to be governed by Section 203 of the DGCL. |
• | each person known by BTX to be the beneficial owner of more than 5% of BTX’s outstanding Common Stock immediately following the consummation of the Transactions (as of October 29, 2021); |
• | each of BTX’s executive officers and directors; and |
• | all of BTX’s executive officers and directors as a group after the consummation of the Transactions (as of October 29, 2021). |
Name and Address of Beneficial Owners |
Number of Shares |
% |
||||||
Greater than 5% holders: |
||||||||
David P. Perry 2015 Trust (1) |
10,830,037 | 45.9 | % | |||||
Kevin Appelbaum Revocable Trust (2) |
2,406,719 | 10.2 | % | |||||
Entities affiliated with Farallon Capital Management LLC (3) |
2,016,667 | 8.5 | % | |||||
Mountain Crest Capital LLC (4) |
1,388,250 | 5.9 | % | |||||
Named Executive Officers and Directors: |
||||||||
David Perry (1) |
10,830,037 | 45.9 | % | |||||
Kevin Appelbaum (2) |
2,406,719 | 10.2 | % | |||||
Mark Berman |
231,939 | * | ||||||
Kristin Wynholds (5) |
103,043 | * | ||||||
Justin Zamirowski (6) |
28,524 | * | ||||||
Richard Carmona |
153,619 | * | ||||||
Andrew Armanino (7) |
61,662 | * | ||||||
Geoffrey Parker (8) |
33,333 | * | ||||||
Risa Lavizzo-Mourey |
— | * | ||||||
Mark Heinen |
6,667 | * | ||||||
Suying Liu (9) |
— | * | ||||||
All directors and officers as a group (16 persons) |
13,855,543 | 58.7 | % |
* | Less than 1%. |
(1) | Consists of (i) 10,464,015 shares held by the David P. Perry 2015 Trust, over which David P. Perry has sole voting and dispositive power, (ii) 51,536 shares held by Mr. Perry, (iii) 293,150 shares by Mr. Perry’s spouse, Georgianna Maule-Ffinch, (iv) and 21,336 shares held by Donald R. Leo, Trustee of Pensus Limited Trust dated 06/12/2010 for the benefit of Georgianna Maule-Ffinch. |
(2) | Consists of shares held by Kevin Appelbaum, or his successor(s), as Trustee of the Kevin Appelbaum Revocable Trust under Revocable Trust Declaration dated May 16, 2020, as amended, over which Mr. Appelbaum has sole voting and dispositive power. |
(3) | Consists of shares held by eight limited partnerships for which Farallon Capital Management, L.L.C. is the registered investment adviser, including (i) 19,305 shares held by Farallon Capital (AM) Investors, L.P. (“FCAMI”), (ii) 102,195 shares held by Farallon Capital F5 Master I, L.P. (“F5MI”), (iii) 557,685 shares held by Farallon Capital Offshore Investors II, L.P. (“FCOI II”), (iv) 124,065 shares held by Farallon Capital Partners, L.P. (“FCP”), (v) 371,655 shares held by Farallon Capital Institutional Partners, L.P. (“FCIP”), (vi) 77,355 shares held by Farallon Capital Institutional Partners II, L.P. (“FCIP II”), (vii) 46,710 shares held by Farallon Capital Institutional Partners III, L.P. (“FCIP III”), (viii) 51,030 shares held by Four Crossings Institutional Partners V, L.P. (“FCIP V” and collectively with FCAMI, F5MI, FCOI II, FCP, FCIP, FCIP II and FCIP III, the “Farallon Funds”), all issuable in connection with the PIPE Investment and (ix) 666,667 shares held among the Farallon Funds issuable in connection with the SAFEs. Farallon Partners, L.L.C., (“FPLLC”), as the general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, or the FPLLC Entities, may be deemed to beneficially own such shares held by each of the FPLLC Entities. Farallon F5 (GP), L.L.C., or F5MI GP, as the general partner of F5MI, may be deemed to beneficially own such shares held by F5MI. Farallon Institutional (GP) V, L.L.C., or FCIP V GP, as the general partner of FCIP V, may be deemed to beneficially own such shares held by FCIP V. Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly, or the Farallon Managing Members, as a (i) managing member or senior managing member, as the case may be, of FPLLC, or (ii) manager or senior manager, as the case may be, of F5MI GP and FCIP V GP, in each case with the power to exercise investment discretion with respect to the shares that may be deemed to be beneficially owned by FPLLC, F5MI GP or FCIP V GP, may be deemed to beneficially own such shares held by the FPLLC Entities, F5MI or FCIP V. Each of FPLLC, F5MI GP, FCIP V GP and the Farallon Managing Members disclaims beneficial ownership of any such shares. The address of each of the entities and individuals identified in this footnote is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. |
(4) | Consists of shares held by Mountain Crest Capital LLC, of which Mr. Dong Liu is the sole Managing Member and has sole voting and dispositive power. The address of Mountain Crest Capital LLC is 311 West 43rd Street, 12th Floor, New York, New York 10036. |
(5) | Includes 13,028 shares which Ms. Wynholds has the right to acquire through exercise of stock options within 60 days from October 29, 2021. |
(6) | Consists of 28,524 shares which Mr. Zamirowski has the right to acquire through exercise of stock options within 60 days from October 29, 2021. |
(7) | Consists of (i) 48,328 shares held by Andrew J. Armanino III and Denise M. Armanino Family Trust, over which Mr. Armanino and his spouse, Denise M. Armanino, have shared voting and dispositive power, and (ii) 13,334 shares held by Mr. Armanino. |
(8) | Consists of shares held by Geoffrey M. Parker and Jill G. Parker Rev Trust dtd 1/27/00, over which Mr. and Mrs. Parker have shared voting and dispositive power. |
(9) | On October 28, 2021, Dr. Suying Liu resigned from his Managing Member position at Mountain Crest Capital LLC, which owns 1,388,250 shares of our Common Stock. He disclaims any beneficial ownership except to the extent of his pecuniary interests in these shares. See also note (4) above. |
Selling Securityholder |
Shares Beneficially Owned Before this Offering |
Shares to be Sold in this Offering |
Shares Beneficially Owned after the Offered Shares are Sold |
Percentage of Shares Beneficially Owned after the Offered Shares are Sold |
||||||||||||
Entities affiliated with Monashee Investment Management, LLC (1) |
400,000 | 400,000 | — | — | ||||||||||||
Alyeska Master Fund, L.P. (2) |
500,000 | 500,000 | — | — | ||||||||||||
Blue Water Life Science Master Fund, Ltd. (3) |
100,000 | 100,000 | — | — | ||||||||||||
Entities affiliated with Farallon Capital Management LLC (4) |
2,016,667 | 1,350,000 | 666,667 | * | ||||||||||||
Mossrock Capital, LLC (5) |
50,000 | 50,000 | — | — | ||||||||||||
Entities affiliated with Pura Vida Investments, LLC (6) |
300,320 | 300,000 | 320 | * | ||||||||||||
Roystone Capital Partners LP (7) |
286,667 | 200,000 | 86,667 | * | ||||||||||||
Entities associated with RS Investments (8) |
1,200,000 | 1,200,000 | — | — | ||||||||||||
Entities associated with Sectoral Asset Management (9) |
1,291,200 | 800,000 | 491,200 | * | ||||||||||||
Cowen Investments II LLC (10) |
70,000 | 70,000 | — | — | ||||||||||||
Mountain Crest Capital LLC (11) |
1,388,250 | 1,388,250 | — | — | ||||||||||||
Nelson Haight (12) |
2,000 | 2,000 | — | — | ||||||||||||
Todd Milbourn (13) |
2,000 | 2,000 | — | — | ||||||||||||
Wenhua Zhang (14) |
2,000 | 2,000 | — | — | ||||||||||||
Chardan Capital Markets, LLC (15) |
262,000 | 262,000 | — | — | ||||||||||||
David P. Perry and affiliates (16) |
10,830,037 | 10,830,037 | — | — | ||||||||||||
Kevin Appelbaum Revocable Trust (17) |
2,406,719 | 2,406,719 | — | — | ||||||||||||
Andrew Armanino (18) |
61,662 | 61,662 | — | — | ||||||||||||
Kristin Wynholds (19) |
103,043 | 90,015 | 13,028 | * | ||||||||||||
Mark Berman (20) |
231,939 | 231,939 | — | — | ||||||||||||
Mark Heinen (20) |
6,667 | 6,667 | — | — | ||||||||||||
Richard Carmona (20) |
153,619 | 153,619 | — | — | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
21,664,470 | 20,406,908 | 1,257,562 |
* |
Less than 1%. |
(1) | Consists of 118,477 shares owned by DS Liquid Div RVA MON LLC (“DS”), 101,692 shares owned by BEMAP Master Fund Ltd. (“BEMAP”), 81,819 shares owned by Monashee Solitario Fund LP (“Solitario”), 65,072 shares owned by Monashee Pure Alpha SVP I LP (“Pure Alpha”), 17,876 shares owned by SFL SPV I LLC (“SFL”), and 15,064 shares owned by Bespoke Alpha MAC MIM LP (“Bespoke”). Each of DS, BEMAP, Solitario, Pure Alpha, SFL and Bespoke is managed by Monashee Investment Management, LLC (“Monashee Management”). Jeff Muller is CCO of Monashee Management and has voting and investment control over Monashee Management and, accordingly, may be deemed to have beneficial ownership of such shares held by DS, BEMAP, Solitario, Pure Alpha, SFL, and Bespoke. Jeff Muller, however, disclaims any beneficial ownership of the shares held by these entities. The business address of DS, BEMAP, Solitario, Pure Alpha, SFL, Bespoke, Monashee Management and Mr. Muller is c/o Monashee Investment Management, LLC, 75 Park Plaza, 2nd Floor, Boston, MA 02116. |
(2) | Alyeska Investment Group, L.P., the investment manager of Alyeska Master Fund, L.P. (“Alyeska MF”), has voting and investment control of the shares held by Alyeska MF. Anand Parekh is the Chief Executive Officer of Alyeska Investment Group, L.P. and may be deemed to be the beneficial owner of such shares. Mr. Parekh, |
however, disclaims any beneficial ownership of the shares held by Alyeska MF. The registered address of Alyeska Master Fund, L.P. is at c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, South Church Street George Town, Grand Cayman, KY1-1104, Cayman Islands. Alyeska Investment Group, L.P. is located at 77 W. Wacker, Suite 700, Chicago IL 60601 |
(3) | Nate Cornell, the Founder and CIO of Blue Water Life Science Master Fund, Ltd. has voting and dispositive power over the shares owned by Blue Water Life Science Master Fund, Ltd. The business address of Blue Water Life Science Master Fund, Ltd. is 80 E. Sir Francis Drake Blvd., Suite 4A Larkspur, CA 94939. |
(4) | Consists of shares held by eight limited partnerships for which Farallon Capital Management, L.L.C. is the registered investment adviser, including (i) 19,305 shares held by Farallon Capital (AM) Investors, L.P. (“FCAMI”), (ii) 102,195 shares held by Farallon Capital F5 Master I, L.P. (“F5MI”), (iii) 557,685 shares held by Farallon Capital Offshore Investors II, L.P. (“FCOI II”), (iv) 124,065 shares held by Farallon Capital Partners, L.P. (“FCP”), (v) 371,655 shares held by Farallon Capital Institutional Partners, L.P. (“FCIP”), (vi) 77,355 shares held by Farallon Capital Institutional Partners II, L.P. (“FCIP II”), (vii) 46,710 shares held by Farallon Capital Institutional Partners III, L.P. (“FCIP III”), (viii) 51,030 shares held by Four Crossings Institutional Partners V, L.P. (“FCIP V” and collectively with FCAMI, F5MI, FCOI II, FCP, FCIP, FCIP II and FCIP III, the “Farallon Funds”), all issuable in connection with the PIPE Investment and (ix) 666,667 shares held among the Farallon Funds issuable in connection with the SAFEs. Farallon Partners, L.L.C., (“FPLLC”), as the general partner of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, or the FPLLC Entities, may be deemed to beneficially own such shares held by each of the FPLLC Entities. Farallon F5 (GP), L.L.C., or F5MI GP, as the general partner of F5MI, may be deemed to beneficially own such shares held by F5MI. Farallon Institutional (GP) V, L.L.C., or FCIP V GP, as the general partner of FCIP V, may be deemed to beneficially own such shares held by FCIP V. Each of Philip D. Dreyfuss, Michael B. Fisch, Richard B. Fried, Nicolas Giauque, David T. Kim, Michael G. Linn, Rajiv A. Patel, Thomas G. Roberts, Jr., William Seybold, Andrew J. M. Spokes, John R. Warren and Mark C. Wehrly, or the Farallon Managing Members, as a (i) managing member or senior managing member, as the case may be, of FPLLC, or (ii) manager or senior manager, as the case may be, of F5MI GP and FCIP V GP, in each case with the power to exercise investment discretion with respect to the shares that may be deemed to be beneficially owned by FPLLC, F5MI GP or FCIP V GP, may be deemed to beneficially own such shares held by the FPLLC Entities, F5MI or FCIP V. Each of FPLLC, F5MI GP, FCIP V GP and the Farallon Managing Members disclaims beneficial ownership of any such shares. The address of each of the entities and individuals identified in this footnote is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111. |
(5) | Thomas Malley, the Managing Member of Mossrock Capital, LLC, has voting and dispositive power over the shares owned by Mossrock Captial, LLC. The business address of Mossrock Capital, LLC is 19 Martin Lane, Englewood, CO 80113. |
(6) | Includes 12,000 registrable shares and 50 shares purchased pursuant to open market transactions, all held by Sea Hawk Multi-Strategy Master Fund Ltd, 18,600 registrable shares held by Walleye Manager Opportunities LLC and 28,200 registrable shares and 270 shares purchased pursuant to open market transactions, all held by Walleye Opportunities Master Fund Ltd. (collectively, the “PV Managed Accounts”); 68,700 registrable shares held by Highmark Limited, in respect of its Segregated Account Highmark Long/Short Equity 20 (the “Highmark Managed Account”); and 172,500 registrable shares held by Pura Vida Master Fund Ltd. (the “PV Fund,” together with the PV Managed Accounts and the Highmark Managed Account, the “PV Selling Stockholders” and such above mentioned registrable shares, the “PV Shares”). Pura Vida Investments, LLC (“PVI”) serves as the sub-adviser to the PV Managed Accounts and the investment manager to the Highmark Managed Account and the PV Fund. Efrem Kamen serves as the managing member of PVI. By virtue of these relationships, PVI and Efrem Kamen may be deemed to have shared voting and dispositive power with respect to the PV Shares held by the PV Managed Accounts, the Highmark Managed Account, and the PV Fund. This report shall not be deemed an admission that PVI and/or Efrem Kamen are beneficial owners of the PV Shares for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Each of PVI and Efrem Kamen disclaims beneficial ownership of the PV Shares reported herein except to the extent of each PVI’s and Efrem Kamen’s pecuniary interest therein. Based on information provided to us by the PV Managed Accounts, each of the PV Managed Accounts may be deemed to be an affiliate of a broker-dealer. Based on such information, the PV Selling Stockholders acquired the PV Shares in the ordinary course of |
business, and at the time of the acquisition of the PV Shares, the PV Selling Stockholders did not have any agreements or understandings with any person to distribute such PV Shares. |
(7) | Rich Barrera, the Founder of Roystone Capital Partners, LP, has voting and dispositive power over the shares owned by Roystone Capital Partners, LP. The business address of Roystone Capital Partners, LP is 767 Third Avenue, 29th Floor, New York, NY 10017. |
(8) | By delegation from the Fund and its Board of Trustees, Victory Capital Investment Management Inc., the Fund’s investment adviser (“Victory Capital”), has the power to dispose of the securities acting through members of its investment franchise, RS Investments Growth, and to vote the securities in accordance with Victory Capital’s proxy voting policy through its proxy committee, which is composed of eight individuals. Victory Capital’s business address is 15935 La Cantera Parkway San Antonio, TX 78256. |
(9) | Consists of 597,015 shares owned by Norges Bank, 162,313 shares owned by Variopartner SICAV PTG (24153), 65,672 shares owned by Variopartner SICAV PTG (17915), and 466,200 shares owned by other stockholders. Each of the foregoing is an investment advisory client of Sectoral Asset Management Inc. Michael Sjostrom and Jerome Pfund are the beneficial owners and senior executives of Sectoral Asset Management Inc., and have voting and dispositive power over the shares held by their advisory clients. The business address of Sectoral Asset Management Inc. is 1010 Sherbrooke St. West, #1610, Montreal, QC Canada, H3A 2R7. |
(10) | As the sole member of Cowen Investments II LLC, RCG LV Pearl LLC may be deemed to beneficially own the securities owned directly by Cowen Investments II LLC. As the sole member of RCG LV Pearl LLC, Cowen Inc. may be deemed to beneficially own the securities owned directly by Cowen Investments II LLC. As Chief Executive Officer of Cowen Inc., Mr. Jeffrey Solomon may be deemed to beneficially own the securities owned directly by Cowen Investments II LLC. The business address for Cowen Investments II LLC is 599 Lexington Avenue, New York, New York 10022. Cowen Investments II LLC is an affiliate of Cowen and Company, LLC, a registered broker-dealer and FINRA member. |
(11) | Dong Liu, the sole Managing Member of Mountain Crest Capital LLC, has sole voting and dispositive power over the shares owned by Mountain Crest Capital LLC. The address of Mountain Crest Capital LLC is 311 West 43rd Street, 12th Floor, New York, New York 10036. |
(12) | The address of Mr. Haight is c/o Mountain Crest Capital LLC, 311 West 43rd Street, 12th Floor, New York, New York 10036. |
(13) | The address of Mr. Milbourn is 7720 Gannon Ave, St. Louis, MO 63130. |
(14) | The address of Mr. Zhang is c/o Mountain Crest Capital LLC, 311 West 43rd Street, 12th Floor, New York, New York 10036. |
(15) | Steven Urbach, the CEO of Chardan Capital Markets, LLC, has voting and dispositive power over the shares owned by Chardan Capital Markets, LLC. The address of Chardan Capital Markets, LLC is 17 State Street, Suite 2130, New York, NY, 10004 |
(16) | Consists of (i) 10,464,015 shares held by the David P. Perry 2015 Trust, over which David P. Perry has sole voting and dispositive power, (ii) 51,536 shares held by Mr. Perry, (iii) 293,150 shares by Mr. Perry’s spouse, Georgianna Maule-Ffinch, (iv) and 21,336 shares held by Donald R. Leo, Trustee of Pensus Limited Trust dated 06/12/2010 for the benefit of Georgianna Maule-Ffinch. The address of Mr. Perry is c/o Better Therapeutics, Inc., 548 Market Street, #49404, San Francisco, California, 94104. |
(17) | Consists of shares held by Kevin Appelbaum, or his successor(s), as Trustee of the Kevin Appelbaum Revocable Trust under Revocable Trust Declaration dated May 16, 2020, as amended, over which Mr. Appelbaum has sole voting and dispositive power. The address of Mr. Appelbaum is c/o Better Therapeutics, Inc., 548 Market Street, #49404, San Francisco, California, 94104. |
(18) | Consists of (i) 48,328 shares held by Andrew J. Armanino III and Denise M. Armanino Family Trust, over which Mr. Armanino and his spouse, Denise M. Armanino, have shared voting and dispositive power, and (ii) 13,334 shares held by Mr. Armanino. The address of Mr. Armanino is c/o Better Therapeutics, Inc., 548 Market Street, #49404, San Francisco, California, 94104. |
(19) | Includes 13,028 shares which Ms. Wynholds has the right to acquire through exercise of stock options within 60 days from October 29, 2021. The address of Ms. Wynholds is c/o Better Therapeutics, Inc., 548 Market Street, #49404, San Francisco, California, 94104. |
(20) | The address of the stockholder is c/o Better Therapeutics, Inc., 548 Market Street, #49404, San Francisco, California, 94104. |
• | financial institutions or financial services entities; |
• | broker-dealers; |
• | governments or agencies or instrumentalities thereof; |
• | regulated investment companies; |
• | real estate investment trusts; |
• | expatriates or former long-term residents of the U.S.; |
• | persons that actually or constructively own five percent or more of our voting shares; |
• | insurance companies; |
• | dealers or traders subject to a mark-to-market method |
• | persons holding the securities as part of a “straddle,” hedge, integrated transaction or similar transaction; |
• | U.S. holders (as defined below) whose functional currency is not the U.S. dollar; |
• | partnerships or other pass-through entities for U.S. federal income tax purposes and any beneficial owners of such entities; and |
• | tax-exempt entities. |
• | an individual who is a citizen or resident of the United States; |
• | a corporation (or other entity taxable as a corporation) organized in or under the laws of the United States, any state thereof or the District of Columbia; or |
• | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
• | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons (as defined in the Code) have authority to control all substantial decisions of the trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a U.S. person. |
• | a non-resident alien individual (other than certain former citizens and residents of the U.S. subject to U.S. tax as expatriates); |
• | a foreign corporation or |
• | an estate or trust that is not a U.S. holder; |
• | the gain is effectively connected with the conduct of a trade or business by the Non-U.S. holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. holder); or |
• | we are or have been a “U.S. real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. holder’s holding period for the shares of our common stock. There can be no assurance that our common stock will be treated as regularly traded on an established securities market for this purpose. |
• | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
• | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
• | block trades in which the broker-dealer so engaged will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | an over-the-counter distribution |
• | through trading plans entered into by a Selling Stockholder pursuant to Rule 10b5-1 under the Exchange Act that are in place at the time of an offering pursuant to this prospectus and any applicable prospectus supplement hereto that provide for periodic sales of their securities on the basis of parameters described in such trading plans; |
• | through one or more underwritten offerings on a firm commitment or best efforts basis; |
• | settlement of short sales entered into after the date of this prospectus; |
• | agreements with broker-dealers to sell a specified number of the securities at a stipulated price per share; |
• | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales agents; |
• | directly to purchasers, including through a specific bidding, auction or other process or in privately negotiated transactions; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | through a combination of any of the above methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | the specific securities to be offered and sold; |
• | the names of the selling stockholders; |
• | the respective purchase prices and public offering prices, the proceeds to be received from the sale, if any, and other material terms of the offering; |
• | settlement of short sales entered into after the date of this prospectus; |
• | the names of any participating agents, broker-dealers or underwriters; and |
• | any applicable commissions, discounts, concessions and other items constituting compensation from the selling stockholders. |
F-2 |
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Financial Statements: |
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F-3 |
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F-4 |
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F-5 |
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F-6 |
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F-7 to F-16 |
F-17 |
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F-18 |
||||
F-19 |
||||
F-20 |
||||
F-21 |
ASSETS |
||||
Current asset — cash |
$ | |||
Deferred offering costs |
||||
|
|
|||
TOTAL ASSETS |
$ | |||
|
|
|||
LIABILITIES AND STOCKHOLDER’S EQUITY |
||||
Current liabilities |
||||
Accrued expenses |
$ | |||
Promissory note — related party |
||||
|
|
|||
Total Current Liabilities |
||||
|
|
|||
Commitments and Contingencies |
||||
Stockholder’s Equity |
||||
Common stock, $ (1) |
||||
Additional paid-in capital |
||||
Accumulated deficit |
( |
) | ||
|
|
|||
Total Stockholder’s Equity |
||||
|
|
|||
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY |
$ |
|||
|
|
(1) | Included up to |
Formation and operating costs |
$ | |||
|
|
|||
Net Loss |
$ |
( |
) | |
|
|
|||
Weighted average shares outstanding, basic and diluted (1) |
||||
|
|
|||
Basic and diluted net loss per common share |
$ |
( |
) | |
|
|
(1) | Excluded an aggregate of up to 187,500 shares subject to forfeiture if the over-allotment option is not exercised in full or in part by the underwriters (see Note 5). |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholder’s Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance — July 31, 2020 (inception) |
$ |
$ |
$ |
$ |
||||||||||||||||
Issuance of Founder Shares to Sponsor (1) |
||||||||||||||||||||
Net loss |
— | ( |
) | ( |
) | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance — December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Included |
Cash Flows from Operating Activities: |
||||
Net loss |
$ | ( |
) | |
Adjustments to reconcile net loss to net cash used in operating activities: Changes in operating assets and liabilities: |
||||
Accrued expenses |
||||
|
|
|||
Net cash used in operating activities |
( |
) | ||
|
|
|||
Cash Flows from Financing Activities: |
||||
Proceeds from issuance of common stock to the Sponsor |
||||
Proceeds from promissory note — related party |
||||
Payment of offering costs |
( |
) | ||
|
|
|||
Net cash provided by financing activities |
||||
|
|
|||
Net Change in Cash |
||||
Cash — Beginning |
||||
|
|
|||
Cash — Ending |
$ | |||
|
|
September 30, 2021 |
December 31, 2020 |
|||||||
(Unaudited) |
||||||||
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 |
$ | $ | ||||||
Promissory note — related party |
||||||||
Total Current Liabilities |
||||||||
Deferred underwriting fee payable |
— | |||||||
Total Liabilities |
||||||||
Commitments |
||||||||
Common stock subject to possible redemption |
||||||||
Stockholders’ (Deficit) Equity |
||||||||
Common stock, $ (1) (excluding 5,750,000 shares subject to possible redemption at September 30, 2021) |
||||||||
Additional paid in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
Total Stockholders’ (Deficit) Equity |
( |
) |
||||||
TOTAL LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY |
$ |
$ |
||||||
(1) | At December 31, 2020, shares issued and outstanding included up |
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
For the Period from July 31, 2020 (Inception) Through September 30, 2020 |
||||||||||
General and administrative expenses |
$ | $ | $ | |||||||||
Loss from operations |
( |
) |
( |
) |
( |
) | ||||||
Other income |
||||||||||||
Interest earned on marketable securities held in Trust Account |
— | |||||||||||
Other income |
$ | |||||||||||
Net loss |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Basic and diluted weighted average shares outstanding common stock, Redeemable |
||||||||||||
Basic and diluted net loss per share, Common stock, Redeemable |
$ |
( |
) |
$ |
( |
) |
$ |
( |
) | |||
Basic and diluted weighted average shares outstanding common stock, Non-Redeemable |
— |
|||||||||||
Basic and diluted net loss per share, Common stock, Non-Redeemable |
$ |
( |
) |
$ |
( |
) |
$ |
— |
||||
Common Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Stockholders’ Equity (Deficit) |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance — December 31, 2020 |
$ |
$ |
$ |
( |
) |
$ |
||||||||||||||
Sale of |
— | |||||||||||||||||||
Issuance of Representative Shares |
— | |||||||||||||||||||
Accretion for common stock to redemption amount |
— | — | ( |
) | ( |
) | ( |
) | ||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance — March 31, 2021 , as restated |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance — June 30, 2021 , as restated |
$ |
$ |
$( |
$( |
||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance — September 30, 2021 |
$ |
$ |
$ |
( |
) |
$ |
( |
) | ||||||||||||
Common Stock |
Additional Paid in Capital |
Accumulated Deficit |
Total Stockholders’ Equity |
|||||||||||||||||
Shares |
Amount |
|||||||||||||||||||
Balance — July 31, 2020 (Inception) |
$ | $ | $ | $ | ||||||||||||||||
Net loss |
— | — | — | ( |
) | ( |
) | |||||||||||||
Balance — September 30, 2020 |
$ |
( |
) |
$ |
( |
) | ||||||||||||||
Nine Months Ended September 30, 2021 |
For the Period from July 31, 2020 (Inception) through September 30, 2020 |
|||||||
Cash Flows from Operating Activities: |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Interest earned on marketable securities held in Trust Account |
( |
) | ||||||
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 into 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 Units |
||||||||
Repayment of promissory note — related party |
( |
) | ||||||
Payment of offering costs |
( |
) | ||||||
Net cash provided by financing activities |
||||||||
Net Change in Cash |
||||||||
Cash — Beginning |
||||||||
Cash — Ending |
$ | $ | ||||||
Non-cash investing and financing activities: |
||||||||
Issuance of Representative Shares |
$ | $ | ||||||
Initial classification of common stock subject to possible redemption |
$ | $ | ||||||
Deferred underwriting fee payable |
$ | $ | ||||||
Balance Sheet as of January 12, 2021 (audited) |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Common stock subject to possible redemption |
$ | $ | $ | |||||||||
Common stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | $ | ( |
) | $ | ( |
) | |||||
Total Stockholders’ (Deficit) Equity |
$ | $ | ( |
) | $ | ( |
) | |||||
Balance Sheet as of March 31, 2021 (Unaudited) |
||||||||||||
Common stock subject to possible redemption |
$ | $ | $ | |||||||||
Common Stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Stockholders’ (Deficit) Equity |
$ | $ | ( |
) | $ | ( |
) | |||||
Balance Sheet as of June 30, 2021 (Unaudited) |
||||||||||||
Common stock subject to possible redemption |
$ | $ | $ | |||||||||
Common Stock |
$ | $ | ( |
) | $ | |||||||
Additional paid-in capital |
$ | $ | ( |
) | $ | |||||||
Accumulated deficit |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
Total Stockholders’ (Deficit) Equity |
$ | $ | ( |
) | $ | ( |
) | |||||
Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the Three Months Ended March 31, 2021 (Unaudited) |
||||||||||||
Sale of |
$ | $ | ( |
) | $ | |||||||
Change in value of common stock subject to redemption |
$ | ( |
) | $ | $ | |||||||
Accretion for common stock to redemption amount |
$ | $ | ( |
) | $ | ( |
) | |||||
Condensed Statement of Changes in Stockholders’ (Deficit) Equity for the Three Months Ended June 30, 2021 (Unaudited) |
||||||||||||
Change in value of common stock subject to redemption |
$ | $ | ( |
) | $ | |||||||
Statement of Cash Flows for the Three Months Ended March 31, 2021 (Unaudited) |
||||||||||||
Initial classification of common stock subject to possible redemption |
$ | $ | $ | |||||||||
Change in value of common stock subject to redemption |
$ | ( |
) | $ | $ | |||||||
Statement of Cash Flows for the Six Months Ended June 30, 2021 (Unaudited) |
||||||||||||
Initial classification of common stock subject to possible redemption |
$ | $ | $ | |||||||||
Change in value of common stock subject to redemption |
$ | ( |
) | $ | $ |
Statement of Operations for the Three Months Ended March 31, 2021 |
As Previously Reported |
Adjustment |
As Restated |
|||||||||
Weighted average shares outstanding common stock subject to redemption |
( |
) | ||||||||||
Basic and diluted net income (loss) per common share, Basic – Redeemable |
$ |
$ |
( |
) | $ |
( |
) | |||||
Weighted average shares outstanding, non-redeemable common stock |
( |
) | ||||||||||
Basic and diluted net income (loss) per common share, Basic – Non-Redeemable |
$ |
( |
) | $ |
$ |
( |
) | |||||
Statement of Operations for the Three Months Ended June 30, 2021 |
||||||||||||
Weighted average shares outstanding common stock subject to redemption |
||||||||||||
Basic and diluted net income (loss) per common share, Basic – Redeemable |
$ |
$ |
( |
) | $ |
( |
) | |||||
Weighted average shares outstanding, non-redeemable common stock |
( |
) | ||||||||||
Basic and diluted net income (loss) per common share, Basic – Non-Redeemable |
$ |
( |
) | $ |
$ |
( |
) | |||||
Statement of Operations for the Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding common stock subject to redemption |
||||||||||||
Basic and diluted net income (loss) per common share, Basic – Redeemable |
$ |
$ |
( |
) | $ |
( |
) | |||||
Weighted average shares outstanding, non-redeemable common stock |
( |
) | ||||||||||
Basic and diluted net income (loss) per common share, Basic – Non-Redeemable |
$ |
( |
) | $ |
$ |
( |
) |
Gross proceeds |
$ | |||
Less: |
||||
Common stock issuance costs |
( |
) | ||
Plus: |
||||
Accretion of carrying value to redemption value |
||||
|
|
|||
Common stock subject to possible redemption |
$ |
|||
|
|
Three Months Ended September 30, 2021 |
Nine Months Ended September 30, 2021 |
For the Period from September 28, 2020 (Inception) Through September 30, 2020 |
||||||||||||||||||||||
Redeemable |
Non-Redeemable |
Redeemable |
Non-Redeemable |
Redeemable |
Non-Redeemable |
|||||||||||||||||||
Basic and diluted net loss per common stock |
||||||||||||||||||||||||
Numerator: |
||||||||||||||||||||||||
Allocation of net loss, as adjusted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ | ( |
) | ||||||||
Denominator: |
||||||||||||||||||||||||
Basic and diluted weighted average shares outstanding |
||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Basic and diluted net loss per common stock |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | $ | $ |
• | Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; |
• | Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and |
• | Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
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 |
September 30, 2021 |
December 31, 2020 |
|||||||||
Assets: |
||||||||||||
Marketable securities held in Trust Account |
1 | $ | $ | — |
F-41 |
||||
Financial Statements: |
||||
F-42 |
||||
F-43 |
||||
F-44 |
||||
F-45 |
||||
F-46 |
F-64 |
||||
F-65 |
||||
F-66 |
||||
F-68 |
||||
F-69 |
December 31, |
||||||||
2020 |
2019 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Prepaid expenses |
||||||||
Other current assets |
— | |||||||
|
|
|
|
|||||
Total current assets |
||||||||
Capitalized software development costs |
||||||||
Property and equipment, net |
||||||||
Other long-term assets |
||||||||
|
|
|
|
|||||
Total Assets |
$ | $ | |
|||||
|
|
|
|
|||||
LIABILITIES, CONVERTIBLE PREFERRED UNITS/STOCK, AND MEMBERS’/STOCKHOLDERS’ DEFICIT |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued payroll |
||||||||
Other accrued expenses |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Long-term Debt |
||||||||
Deferred tax liability |
— | |||||||
Simple Agreements for Future Equity |
— | |||||||
|
|
|
|
|||||
Total liabilities |
||||||||
Commitments and contingencies (Note 14) |
||||||||
Convertible preferred units/stock: |
||||||||
Series Seed Convertible Preferred Units, |
— | |||||||
Series A Convertible Preferred Units, |
— | |||||||
Series Seed Convertible Preferred Stock, $ |
— | |||||||
Series A Convertible Preferred stock, $ |
— | |||||||
Stockholders’/Members’ deficit: |
||||||||
Common Units, |
— | |||||||
Common stock, $ |
— | |||||||
Additional paid-in capital |
— | |||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Stockholders’/Members’ Deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Liabilities, Convertible Preferred Units/Stock, and Members’/Stockholders’ Deficit |
$ | $ | ||||||
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Revenue |
$ | $ | ||||||
Cost of revenue |
||||||||
|
|
|
|
|||||
Gross loss |
( |
) | ( |
) | ||||
Operating expenses: |
||||||||
Research and development |
||||||||
Sales and marketing |
||||||||
General and administrative |
||||||||
|
|
|
|
|||||
Total operating expenses |
||||||||
|
|
|
|
|||||
Loss from operations |
( |
) | ( |
) | ||||
Interest expense, net |
( |
) | ( |
) | ||||
Change in fair value of SAFEs |
— | |||||||
|
|
|
|
|||||
Loss before provision for income taxes |
( |
) | ( |
) | ||||
Provision for income taxes |
— | |||||||
|
|
|
|
|||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Cumulative preferred dividends allocated to Series A Preferred Unit/ Shareholders |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net loss attributable to common unit/shareholders, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Loss per share attributable to common unit/shareholders, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
|||||
Weighted-average shares used in computing net loss per unit/share |
||||||||
|
|
|
|
Series Seed Convertible Preferred Units |
Series A Convertible Preferred Units |
Series Seed Convertible Preferred Stock |
Series A Convertible Preferred Stock |
Common Units |
Common Stock |
Additional Paid-in Capital |
Total Accumulated Stockholders’ Deficit |
Deficit |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of January 1, 2018 |
$ | $ | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Net Loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
Issuance of Series A Preferred Units |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Share based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Convertible Note |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2018 |
$ | $ | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Net Loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
Issuance of Series A Preferred Units |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Share based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2019 |
$ | $ | — | $ | — | — | $ | — | $ | — | $ | — | $ | — | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||||
Net Loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
Share-based compensation prior to conversion from an LLC to a corporation |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Common Units to Common Stock |
— | — | — | — | — | — | — | — | ( |
) | ( |
) | — | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Preferred Units to Preferred Stock |
( |
) | ( |
) | ( |
) | ( |
) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of Profits Interest Units to Common Stock |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Share based compensation after conversion from an LLC to a corporation |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
— | $ | — | — | $ | — | $ | $ | — | $ | — | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31, |
||||||||
2020 |
2019 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation |
||||||||
Change in fair value of SAFEs |
( |
) | ||||||
Loss of write-off of property and equipment |
||||||||
Share-based compensation expense |
||||||||
Deferred income taxes |
||||||||
Changes in operating assets and liabilities |
||||||||
Prepaid expenses and other assets |
( |
) | ||||||
Accounts payable |
( |
) | ||||||
Accrued expenses and other liabilities |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Purchase of property and equipment |
( |
) | ( |
) | ||||
Capitalized internal-use software costs |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Proceeds from payroll protection program note |
||||||||
Proceeds from issuance of convertible notes |
||||||||
Proceeds from issuance of SAFE notes |
||||||||
Proceeds from issuance of Series A Preferred Units |
||||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net change in cash and cash equivalents |
( |
) | ( |
) | ||||
Cash and cash equivalents, beginning of period |
||||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental disclosures of noncash investing and financing activities |
||||||||
Conversion of convertible notes to Series A Preferred Units |
$ | $ | ||||||
|
|
|
|
|||||
Conversion of convertible notes to SAFE notes |
$ | $ | ||||||
|
|
|
|
|||||
Conversion of Series Seed Preferred Units to Series Seed Preferred Stock |
$ | $ | ||||||
|
|
|
|
|||||
Conversion of Series A Preferred Units to Series A Preferred Stock |
$ | $ | ||||||
|
|
|
|
|||||
Conversion of common units to common stock (1) |
$ | $ | ||||||
|
|
|
|
|||||
Conversion of profits interest units to restricted stock (1) |
$ | $ | ||||||
|
|
|
|
(1) | Amounts in 2020 round to zero. |
1. |
Organization and Description of Business |
1. |
Organization and Description of Business (continued) |
2. |
Summary of Significant Accounting Policies |
2. |
Summary of Significant Accounting Policies (continued) |
• | Level 1 — Quoted prices in active markets for identical assets or liabilities. |
• | Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. |
• | Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. |
Property and Equipment |
Estimated Useful Life | |
Computer, equipment and software |
||
Furniture and fixtures |
2. |
Summary of Significant Accounting Policies (continued) |
2. |
Summary of Significant Accounting Policies (continued) |
2. |
Summary of Significant Accounting Policies (continued) |
• | Identification of the contract, or contracts, with a client. |
• | Identification of the performance obligations in the contract. |
• | Determination of the transaction price. |
• | Allocation of the transaction price to the performance obligations in the contract |
• | Recognition of revenue when, or as, we satisfy a performance obligation. |
2. |
Summary of Significant Accounting Policies (continued) |
3. |
Property and Equipment, net |
December 31, |
||||||||
2020 |
2019 |
|||||||
Computer, equipment and software |
$ | $ | ||||||
Furniture and fixtures |
||||||||
Leasehold improvements |
— | |||||||
|
|
|
|
|||||
Property and equipment |
||||||||
Less: accumulated depreciation |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Property and equipment, net |
$ | $ | ||||||
|
|
|
|
4. |
Research and Development Payroll Tax Credits |
5. |
Debt |
6. |
SAFE Agreements |
7. |
Preferred Units |
As of December 31, 2019 |
||||||||||||
Units Authorized |
Units Issuance and Outstanding |
Aggregate liquidation Preference |
||||||||||
Series Seed Preferred Units |
$ | |||||||||||
Series A Preferred Units |
||||||||||||
|
|
|
|
|
|
|||||||
Total Preferred Units |
$ | |||||||||||
|
|
|
|
|
|
7. |
Preferred Units (continued) |
8. |
Preferred Stock |
8. |
Preferred Stock (continued) |
9. |
Shareholders’ Deficit |
10. |
Fair Value Measurements |
December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities |
||||||||||||||||
SAFE Agreements |
$ | $ | $ | $ | ||||||||||||
|
|
|
|
|
|
|
|
10. |
Fair Value Measurements (continued) |
11. |
Net Loss Per Share Attributable to Common Unit/Stockholders |
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Net Loss |
$ | ( |
) | $ | ( |
) | ||
Less: Cumulative preferred dividends allocated to Series A preferred stockholders |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net loss attributable to common stockholders, basic and diluted |
( |
) | ( |
) | ||||
Weighted average common stock outstanding |
||||||||
|
|
|
|
|||||
Loss per share attributable to common unit/shareholders, basic and diluted |
$ | ( |
) | $ | ( |
) | ||
|
|
|
|
For the Year Ended |
||||||||
2020 |
2019 |
|||||||
Convertible Series Seed Preferred Units/Stock |
||||||||
Convertible Series A Preferred Units/Stock |
||||||||
Profits Interest Units |
||||||||
SAFE agreements |
||||||||
Restricted stock |
||||||||
Stock Options |
||||||||
|
|
|
|
|||||
|
|
|
|
12. |
Share-Based Compensation |
Options Outstanding |
||||||||||||||||
Shares Subject to Options Outstanding |
Weighted- Average Exercise Price |
Weighted Average Remaining Contractual Life (Years) |
Aggregate Intrinsic Value |
|||||||||||||
Balance as of August 14, 2020 |
$ | |||||||||||||||
Authorized |
||||||||||||||||
Granted |
||||||||||||||||
Exercised |
||||||||||||||||
Forfeited |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of December 31, 2020 |
$ | |||||||||||||||
|
|
|
|
|
|
|
|
12. |
Share-Based Compensation (continued) |
Year Ended December 31, 2020 |
||||
Expected Term (Years) |
||||
Expected Volatility |
% | |||
Risk-free interest rate |
% | |||
Dividend Yield |
Profits Interest Units Outstanding Units |
||||||||||||
Profits Interest Units Available for Grant |
Subject to Profits Interest Units Outstanding |
Weighted- Average Grant Date Fair Value |
||||||||||
Balance as of December 31, 2018 |
||||||||||||
Granted |
( |
) | ||||||||||
Exercised |
( |
) | ||||||||||
Forfeited |
( |
) | ||||||||||
|
|
|
|
|
|
|||||||
Balance as of December 31, 2019 |
$ | |||||||||||
|
|
|
|
|
|
12. |
Share-Based Compensation (continued) |
Year Ended December 31, 2019 |
||||
Expected Term (Years) |
||||
Expected Volatility |
% | |||
Risk-free interest rate |
% | |||
Dividend Yield |
Year Ended December 31, |
||||||||
2020 |
2019 |
|||||||
Cost of Revenue |
$ | $ | ||||||
Research and development |
||||||||
General and administrative |
||||||||
|
|
|
|
|||||
Total equity-based compensation expense |
$ | $ | ||||||
|
|
|
|
13. |
Income Taxes |
December 31, 2020 |
||||
Current: |
||||
Federal |
$ | |||
State |
||||
|
|
|||
Total current |
||||
Deferred: |
||||
Federal |
||||
State |
||||
|
|
|||
Total deferred |
||||
|
|
|||
Total provision for income taxes |
$ | |||
|
|
13. |
Income Taxes (continued) |
Year Ended December 31, 2020 |
||||
Expected income tax benefit at the federal statutory rate |
$ | ( |
) | |
State taxes, net of federal benefit |
( |
) | ||
Research and development credit, net |
( |
) | ||
Deferred tax on conversion to a corporation |
||||
Non-deductible items |
||||
Partnership loss |
||||
Other |
||||
Change in valuation allowance |
||||
|
|
|||
Total |
$ | |||
|
|
December 31, 2020 |
||||
Deferred tax assets: |
||||
Federal and state new operating loss carryforwards |
$ | |||
Research and development tax credits |
||||
Depreciation and amortization |
||||
Accruals and reserves |
||||
|
|
|||
Gross deferred tax assets |
||||
Valuation Allowance |
( |
) | ||
|
|
|||
Net deferred tax assets |
||||
Deferred tax Liabilities: |
||||
Capitalization of internal use software |
( |
) | ||
|
|
|||
Net deferred tax liabilities |
( |
) | ||
|
|
|||
Net deferred tax liability |
$ | ( |
) | |
|
|
13. |
Income Taxes (continued) |
December 31, 2020 |
||||
Balance as of August 14, 2020 |
$ | |||
Increase related to tax position taken |
||||
|
|
|||
Balance as of December 31, 2020 |
||||
|
|
14. |
Commitments and Contingencies |
15. |
Related Party Transactions |
16. |
Subsequent Events |
September 30, 2021 |
December 31, 2020 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | $ | ||||||
Prepaid expenses |
||||||||
Deferred offering costs |
— | |||||||
Other current assets |
||||||||
|
|
|
|
|||||
Total current assets |
||||||||
Capitalized software development costs, net |
||||||||
Property and equipment, net |
||||||||
Other long-term assets |
||||||||
|
|
|
|
|||||
Total Assets |
$ | $ | ||||||
|
|
|
|
|||||
LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ DEFICIT |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | $ | ||||||
Accrued payroll |
||||||||
Other accrued expenses |
||||||||
|
|
|
|
|||||
Total current liabilities |
||||||||
Long-term debt |
— | |||||||
Deferred tax liability |
— | |||||||
Simple Agreements for Future Equity |
||||||||
|
|
|
|
|||||
Total liabilities |
||||||||
Commitments and contingencies (Note 8) |
||||||||
Convertible preferred stock: |
||||||||
Series Seed Convertible Preferred Stock, $ |
||||||||
Series A Convertible Preferred stock, $ |
||||||||
Stockholders’ deficit: |
||||||||
Common stock, $ |
||||||||
Additional paid-in capital |
||||||||
Accumulated deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total stockholders’ deficit |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Total Liabilities, Convertible Preferred Stock and Stockholders’ Deficit |
$ | $ | ||||||
|
|
|
|
Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Revenue |
$ | — | $ | $ | — | $ | ||||||||||
Cost of revenue |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Gross loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Operating expenses: |
||||||||||||||||
Research and development |
||||||||||||||||
Sales and marketing |
||||||||||||||||
General and administrative |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total operating expenses |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss from operations |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Interest expense, net |
( |
) | ( |
) | ( |
) | ||||||||||
Change in fair value of SAFEs |
( |
) | ( |
) | ||||||||||||
Gain on loan forgiveness |
— | — | — | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss before provision for/benefit from income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Provision for (benefit from) income taxes |
— | ( |
) | |||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Cumulative preferred dividends allocated to Series A Preferred Unit / Shareholders |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to common unit / shareholders, basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
|
|
|
|
|
|
|
|||||||||
Loss per share attributable to common unit / shareholders, basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
|
|
|
|
|
|
|
|||||||||
Weighted-average shares used in computing net loss per unit / share |
||||||||||||||||
|
|
|
|
|
|
|
|
Series Seed Convertible Preferred Stock |
Series A Convertible Preferred Stock |
Common Stock |
Additional Paid-in Capital |
Accumulated Deficit |
Total Stockholders’ Deficit |
|||||||||||||||||||||||||||||||||||
Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
|||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||
Net Loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of March 31, 2021 |
$ | $ | $ | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net Loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Forfeiture of restricted stock |
— | — | — | — | ( |
) | — | — | — | — | ||||||||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of June 30, 2021 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Net Loss |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||
Forfeiture of restricted stock |
— | — | — | — | ( |
) | — | — | — | — | ||||||||||||||||||||||||||||||
Share-based compensation |
— | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Balance as of September 30, 2021 |
$ | $ | $ | $ | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series Seed Convertible Preferred |
Series A Convertible Preferred |
Series Seed Convertible Preferred |
Series A Convertible Preferred |
Common |
Common |
Additional Paid-in |
Accumulated |
Total Stockholders’ |
||||||||||||||||||||||||||||||||||||||||||||||||||||
Units |
Amount |
Units |
Amount |
Stock |
Amount |
Stock |
Amount |
Units |
Amount |
Stock |
Amount |
Capital |
Deficit |
Deficit |
||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019 |
$ | $ | — | — | — | — | $ | — | — | — | $ | ( |
) | $ | ( |
) | ||||||||||||||||||||||||||||||||||||||||||||
Net Loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
Share based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Balance as of March 31, 2020 |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
Share based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Balance as of June 30, 2020 |
— | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||||||||
Net Loss |
— | — | — | — | — | — | — | — | — | — | — | — | — | ( |
) | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
Share based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Common Units to Common Stock |
— | — | — | — | — | — | — | — | ( |
) | ( |
) | — | |||||||||||||||||||||||||||||||||||||||||||||||
Conversion of Preferred Units to Preferred Stock |
( |
) | ( |
) | ( |
) | ( |
) | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
Conversion of Profits Interest Units to Common Stock |
— | — | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||||||
Share based compensation |
— | — | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
Balance as of September 30, 2020 |
— | — | — | — | $ | $ | — | ( |
) | $ | $ | $ | ( |
) | $ | ( |
) | |||||||||||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
||||||||
2021 |
2020 |
|||||||
CASH FLOWS FROM OPERATING ACTIVITIES |
||||||||
Net loss |
$ | ( |
) | $ | ( |
) | ||
Adjustments to reconcile net loss to net cash used in operating activities: |
||||||||
Depreciation and amortization |
||||||||
Change in fair value of SAFEs |
( |
) | ||||||
Share-based compensation expense |
||||||||
Deferred income taxes |
( |
) | ||||||
Loss on write-off of property and equipment |
— | |||||||
Gain on loan forgiveness |
( |
) | — | |||||
Changes in operating assets and liabilities: |
||||||||
Prepaid expenses and other assets |
( |
) | ||||||
Accounts payable |
||||||||
Accrued expenses and other liabilities |
||||||||
|
|
|
|
|||||
Net cash used in operating activities |
( |
) | ( |
) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES |
||||||||
Purchase of property and equipment |
( |
) | ( |
) | ||||
Capitalized internal-use software costs |
( |
) | ( |
) | ||||
|
|
|
|
|||||
Net cash used in investing activities |
( |
) | ( |
) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES |
||||||||
Proceeds from issuance of convertible notes |
— | |||||||
Proceeds from PPP loan |
— | |||||||
Proceeds from issuance of SAFE notes |
||||||||
|
|
|
|
|||||
Net cash provided by financing activities |
||||||||
|
|
|
|
|||||
Net change in cash and cash equivalents |
( |
) | ||||||
Cash and cash equivalents, beginning of period |
||||||||
|
|
|
|
|||||
Cash and cash equivalents, end of period |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental disclosures of cash flow information: |
||||||||
Cash paid for interest |
$ | $ | ||||||
|
|
|
|
|||||
Cash paid for taxes |
$ | $ | ||||||
|
|
|
|
|||||
Supplemental disclosures of noncash investing and financing activities |
||||||||
Conversion of convertible notes to SAFE notes |
$ | $ | ||||||
|
|
|
|
|||||
Conversion of Series Seed Preferred Units to Series Seed Preferred Stock |
$ | $ | ||||||
|
|
|
|
|||||
Conversion of Series A Preferred Units to Series A Preferred Stock |
$ | $ | ||||||
|
|
|
|
September 30, 2021 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities |
||||||||||||||||
SAFE Agreements |
$ | $ | $ | $ |
December 31, 2020 |
||||||||||||||||
Level 1 |
Level 2 |
Level 3 |
Total |
|||||||||||||
Liabilities |
||||||||||||||||
SAFE Agreements |
$ | $ | $ | $ |
Three Months Ended |
Nine Months Ended |
|||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Net Loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
Less: Cumulative preferred dividends allocated to Series A preferred stockholders |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net loss attributable to common stockholders, basic and diluted |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
Weighted average common stock outstanding |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Loss per share attributable to common unit / shareholders, basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
|
|
|
|
|
|
|
|
Three Months Ended |
Nine Months Ended |
|||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2021 |
2020 |
2021 |
2020 |
|||||||||||||
Convertible Series Seed Preferred Units / Stock |
||||||||||||||||
Convertible Series A Preferred Units / Stock |
||||||||||||||||
Profits Interest Units |
||||||||||||||||
SAFE agreements |
||||||||||||||||
Restricted stock |
||||||||||||||||
Stock Options |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
Options Outstanding |
||||||||||||||||
Shares Subject to Options Outstanding |
Weighted- Average Exercise Price |
Weighted Average Remaining Contractual Life (Years) |
Aggregate Intrinsic Value |
|||||||||||||
Balance as of December 31, 2020 |
$ | |||||||||||||||
Authorized |
||||||||||||||||
Granted |
$ | |||||||||||||||
Exercised |
||||||||||||||||
Forfeited |
||||||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Balance as of September 30, 2021 |
$ | $ | ||||||||||||||
|
|
|
|
|
|
|
|
Nine Months Ended September 30, 2021 |
||||
Expected Term (Years) |
||||
Expected Volatility |
% | |||
Risk-free interest rate |
% | |||
Dividend Yield |
Nine Months Ended September 30, 2021 |
Nine Months Ended September 30, 2020 |
|||||||
Cost of Revenue |
$ | $ | ||||||
Research and development |
||||||||
General and administrative |
||||||||
|
|
|
|
|||||
Total equity-based compensation expense |
$ | $ | ||||||
|
|
|
|
ITEM 13. |
Other Expenses of Issuance and Distribution. |
Amount |
||||
SEC registration fee |
$ | 12,896.80 | ||
Accounting fees and expenses |
50,000.00 | |||
Legal fees and expenses |
100,000.00 | |||
Miscellaneous fees and expenses |
37,103.20 | |||
|
|
|||
Total expenses |
$ | 200,000.00 | ||
|
|
ITEM 14. |
Indemnification of Directors and Officers |
ITEM 15. |
Recent Sales of Unregistered Securities. |
ITEM 16. |
Exhibits and Financial Statement Schedules. |
* | Previously filed. |
** | Filed herewith. |
*** | To be filed, if necessary, subsequent to the effectiveness of this registration statement by an amendment to this registration statement or incorporated by reference to a Current Report on Form 8-K in connection with the offering of securities. |
+ | Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
† | Management contract or compensation plan or arrangement. |
ITEM 17. |
Undertakings. |
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. | 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. |
BETTER THERAPEUTICS, INC. | ||
By: | /s/ Kevin J. Appelbaum | |
Name: | Kevin J. Appelbaum | |
Title: | Chief Executive Officer |
Signature |
Title |
Date | ||
/s/ Kevin J. Appelbaum Kevin J. Appelbaum |
Director, President and Chief Executive Officer (Principal Executive Officer) | November 26, 2021 | ||
/s/ David P. Perry David P. Perry |
Executive Chairman and Director | November 26, 2021 | ||
/s/ Mark Heinen Mark Heinen |
Head of Finance and Interim Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | November 26, 2021 | ||
/s/ Richard Carmona Richard Carmona |
Director | November 26, 2021 | ||
/s/ Geoffrey Parker Geoffrey Parker |
Director | November 26, 2021 | ||
/s/ Andrew Armanino Andrew Armanino |
Director | November 26, 2021 |
Signature |
Title |
Date | ||
/s/ Risa Lavizzo-Mourey Risa Lavizzo-Mourey |
Director | November 26, 2021 | ||
/s/ Suying Liu Suying Liu |
Director | November 26, 2021 | ||
/s/ Elder Granger Elder Granger |
Director | November 26, 2021 |
Exhibit 5.1
November 26, 2021
Better Therapeutics, Inc.
548 Market St #49404
San Francisco, CA 94104
Re: Securities Registered under Registration Statement on Form S-1
Ladies and Gentlemen:
We have acted as counsel to you in connection with your filing of a Registration Statement on Form S-1 (as amended or supplemented, the Registration Statement) pursuant to the Securities Act of 1933, as amended (the Securities Act), relating to the registration by Better Therapeutics, Inc., a Delaware corporation (the Company) of up to 20,406,908 shares (the Selling Stockholder Shares) of the Companys common stock, $0.0001 par value per share, to be sold by the selling stockholders listed in the Registration Statement under Selling Stockholders (the Selling Stockholders).
We have reviewed such documents and made such examination of law as we have deemed appropriate to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to matters of fact material to the opinions set forth below, on certificates of officers of the Company.
The opinion set forth below is limited to the Delaware General Corporation Law.
Based on the foregoing, we are of the opinion that the Selling Stockholder Shares have been duly authorized and validly issued and are fully paid and non-assessable.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Registration Statement and to the references to our firm under the caption Legal Matters in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
Very truly yours, |
/s/ GOODWIN PROCTER LLP |
Exhibit 23.1
Independent Registered Public Accounting Firms Consent
We consent to the inclusion in this Registration Statement of Better Therapeutics, Inc. (f/k/a Mountain Crest Acquisition Corp. II) on Form S-1 of our report dated March 30, 2021, with respect to our audit of the financial statements of Mountain Crest Acquisition Corp. II (now known as Better Therapeutics, Inc.) as of December 31, 2020 and for the period from July 31, 2020 (inception) through December 31, 2020, which report appears in the Prospectus, which is part of this Registration Statement. We were dismissed as auditors on November 22, 2021 and, accordingly, we have not performed any review or audit procedures with respect to any financial statements appearing in the prospectus for the periods after the date or our dismissal. We also consent to the reference to our Firm under the heading Experts in such Prospectus.
/s/ Marcum LLP |
Marcum LLP |
New York, NY |
November 26, 2021 |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the use in this Registration Statement on Form S-1 of Better Therapeutics, Inc. (formerly Mountain Crest Acquisition Corp. II) of our report dated March 19, 2021, relating to the financial statements of Better Therapeutics OpCo, Inc. (formerly Better Therapeutics, Inc.), as of and for the years ended December 31, 2019 and December 31, 2020 appearing elsewhere in this Registration Statement.
We also consent to the reference of our firm under the heading Experts in such Registration Statement.
/s/ Elliott Davis, LLC |
Greenville, South Carolina |
November 26, 2021 |