8-K
NASDAQ false 0001832415 0001832415 2022-03-28 2022-03-28

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2022

 

 

BETTER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39864   85-3472546

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

548 Market Street #49404

San Francisco, California

  94104
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (415) 887-2311

Not Applicable

(Former name or former address, if changed since last report)

 

 

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

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock   BTTX   Nasdaq Capital Market

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

Emerging growth company

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

 

 

 


Item 2.02.

Results of Operations and Financial Condition.

On March 28, 2022, Better Therapeutics, Inc. issued a press release announcing financial results for the fourth quarter and year ended December 31, 2021. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number
   Description
99.1    Press Release issued by Better Therapeutics, Inc., dated March 28, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURES

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

 

    Better Therapeutics, Inc.
Dated: March 28, 2022     By:  

/s/ Mark Heinen

    Name:   Mark Heinen
    Title:   Chief Financial Officer
EX-99.1

Exhibit 99.1

Better Therapeutics Announces Fourth Quarter and Full Year 2021 Financial Results

Company Highlights Positive Pivotal Clinical Trial Data for BT-001, a Prescription Digital Therapeutic for Type 2 Diabetes

SAN FRANCISCO, March 28, 2022 – Better Therapeutics, Inc. (NASDAQ: BTTX), a prescription digital therapeutics (PDT) company developing nutritional cognitive behavioral therapy (nCBT) to address the root causes of cardiometabolic diseases, today announced its financial results for the fourth quarter and full year ending December 31, 2021. These results follow the recent announcement of positive primary endpoint data from the pivotal clinical trial for the company’s BT-001 prescription digital therapeutic.

“Better Therapeutics is at a transformational moment in our company’s history as we close our first quarter as a public company and begin to see the results of the investments we’ve made in using digitally-delivered nCBT to treat cardiometabolic diseases,” stated Kevin Appelbaum, Co-Founder and CEO of Better Therapeutics. “The primary endpoint data we announced last week showed that our PDT for treating uncontrolled type 2 diabetes has the potential to significantly change how we treat this complex, costly, and all too common condition. We look forward to completing our pivotal study next quarter and submitting our de novo classification request to the FDA immediately thereafter.”

Pivotal Clinical Trial Data for BT-001

The data released by Better Therapeutics demonstrated the safety and efficacy of BT-001 in an open label, randomized, controlled, parallel group trial enrolled 669 adults with type 2 diabetes and mean baseline A1c of 8.1%. Participants were randomized to receive standard of care with or without BT-001 and the primary efficacy endpoint was the difference in mean change from baseline in A1c after 90 days of treatment between the two groups. The six-month trial is ongoing and is expected to be completed in Q2 2022. The findings included data showing:

 

   

A highly statistically significant primary efficacy endpoint (n=602) improvement in A1c between the intervention and control groups (-0.4%, p <0.001).

 

   

Clinically meaningful changes (A1c reductions of 0.4% or more) in 42.7% of the group receiving standard of care and BT-001 vs. 25.4% in the group receiving standard of care alone (difference of 17.3%, p <0.0010).

 

   

A clear dose-response between greater engagement in nCBT and greater reductions in A1c, supporting nCBT as a mechanism of action.

 

   

Measures of patient engagement, adherence, persistence, and satisfaction were all positive.


Fourth Quarter and Full-Year 2021 Financial Results

 

 

Research and development expenses for the fourth quarter of 2021 were $6.4 million, compared to $0.8 million for the same period in 2020. Research and development expenses for the twelve months ended December 31, 2021 were $19.4 million, compared to $3.7 million for the same period in 2020. The increase in research and development expenses is primarily due to an increase in personnel and clinical trial expenses related to advancing research in conjunction with the Company’s prescription digital therapeutic, BT-001.

 

 

Sales and marketing expenses for the fourth quarter of 2021 were $1.2 million, compared to $0.1 million for the same period in 2020. Sales and marketing expenses for the twelve months ended December 31, 2021 were $2.3 million, compared to $0.2 million for the same period in 2020. The increase in sales and marketing expenses is due to an increase in personnel, marketing and consulting expenses associated with pre-launch preparations of BT-001.

 

 

General and administrative expenses for the fourth quarter of 2021 were $4.6 million, compared to $0.6 million for the same period in 2020. General and administrative expenses for the twelve months ended December 31, 2021 were $8.8 million, compared to $2.5 million for the same period in 2020. The increase in general and administrative expenses is primarily due to higher personnel related and other costs to support company growth and additional costs of being a public company.

 

 

Net loss attributable to common shareholders for the fourth quarter of 2021 was $13.9 million or $0.71 per basic and diluted share, compared to net loss attributable to common shareholders of $2.1 million, or $0.20 per basic and diluted share for the same period in 2020. Net loss attributable to common shareholders for the twelve months ended December 31, 2021 was $40.3 million or $3.11 per basic and diluted share, compared to net loss attributable to common shareholders of $7.9 million, or $0.79 per basic and diluted share for the same period in 2020.

 

 

Cash and cash equivalents were $40.6 million on December 31, 2021.

About Better Therapeutics

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


For more information visit: bettertx.com

Forward-Looking Statements

Certain statements made in this press release are “forward-looking statements” within the meaning of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements in this press release include, but are not limited to, statements regarding the timing and results of the ongoing trial of BT-001 in patients with type 2 diabetes, Better Therapeutics’ plans regarding FDA submissions, expectations related to the potential benefits of BT-001 and CBT and their potential treatment applications, Better Therapeutics’ plans regarding the research and advancement of its product candidates for additional treatments, expectations related to the interest of healthcare providers and payers in PDTs and legislative developments affecting PDTs and the outcome of such developments, among others. These forward-looking statements are based on the current expectations of the management of Better Therapeutics and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements including: risks related to Better Therapeutics’ business, such as the willingness of the FDA to authorize PDTs for commercial distribution and insurance companies to reimburse their use, market acceptance of PDTs, the risk that the results of previously conducted studies will not be repeated or observed in ongoing or future studies involving our product candidates and other risks and uncertainties included under the header “Risk Factors” in the definitive proxy statement/prospectus filed by us on October 12, 2021.


BETTER THERAPEUTICS, INC.

BALANCE SHEETS

(in thousands)

 

     December 31,  
     2021        
     (Unaudited)     2020  

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 40,566     $ 123  

Prepaid expenses

     4,409       124  

Other current assets

     276       216  
  

 

 

   

 

 

 

Total current assets

     45,251       463  

Capitalized software development costs, net

     5,077       5,555  

Property and equipment, net

     82       89  

Other long-term assets

     548       280  
  

 

 

   

 

 

 

Total Assets

   $ 50,958     $ 6,387  
  

 

 

   

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

    

Current liabilities:

    

Accounts payable

   $ 1,523     $ 514  

Accrued payroll

     1,352       39  

Other accrued expenses

     1,858       60  
  

 

 

   

 

 

 

Total current liabilities

     4,733       613  

Long-term debt, net of debt issuance costs

     9,505       640  

Deferred tax liability

     —         152  

Simple Agreements for Future Equity

     —         11,740  
  

 

 

   

 

 

 

Total liabilities

     14,238       13,145  

Commitments and contingencies Stockholders’ equity (deficit):

    

Common stock

     2       1  

Additional paid-in capital

     108,461       24,649  

Accumulated deficit

     (71,743     (31,408
  

 

 

   

 

 

 

Total Stockholders’ Equity (Deficit)

     36,720       (6,758
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity (Deficit)

   $ 50,958     $ 6,387  
  

 

 

   

 

 

 


BETTER THERAPEUTICS, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share data)

 

     Three Months Ended
December 31,
    Year Ended December 31,  
     2021     2020     2021        
     (Unaudited)     (Unaudited)     (Unaudited)     2020  

Revenue

   $ —       $ —       $ —       $ 8  

Operating Expenses:

        

Research and development

     6,354       811       19,436       3,660  

Sales and marketing

     1,177       77       2,336       216  

General and administrative

     4,573       630       8,788       2,455  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     12,104       1,518       30,560       6,331  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss from operations

     (12,104     (1,518     (30,560     (6,323

Interest expense, net

     (182     (2     (185     (100

Gain on Loan Forgiveness

     —         —         647       —    

Change in fair value of SAFEs

     (1,611     (149     (10,390     189  
  

 

 

   

 

 

   

 

 

   

 

 

 

Loss before provision for (benefit from) income taxes

     (13,897     (1,669     (40,488     (6,234

Provision for (benefit from) income taxes

     (3     82       (153     153  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss

   $ (13,894   $ (1,751   $ (40,335   $ (6,387

Cumulative preferred dividends allocated to Series A Preferred Shareholders

     —         (389     —         (1,507
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss attributable to common shareholders, basic and diluted

   $ (13,894   $ (2,140   $ (40,335   $ (7,894
  

 

 

   

 

 

   

 

 

   

 

 

 

Net loss per share attributable to common shareholders, basic and diluted

   $ (0.71   $ (0.20   $ (3.11   $ (0.79
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted-average shares used in computing net loss per share

     19,686,940       10,629,023       12,982,472       9,949,376