Item 1.01 Entry into a Material Definitive Agreement
On January 3, 2023, Pear Therapeutics, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) and Virtu Americas LLC (“Virtu” and, collectively with Wainwright, the “Managers” and each, a “Manager”), pursuant to which the Company may offer and sell, from time to time through the Managers, shares of the Company’s Class A common stock, par value $0.0001 per share (“Common Stock”), for aggregate gross proceeds of up to $150 million (the “Shares”). The issuance and sale, if any, of Common Stock by the Company under the ATM Agreement is subject to the effectiveness of the Company’s registration statement on Form S-3 (File No. 333-269097) (the “Registration Statement”), filed with the Securities and Exchange Commission on January 3, 2022. The Company makes no assurances as to whether the Registration Statement will become effective or, if it does become effective, as to the continued effectiveness of the Registration Statement.
Pursuant to the ATM Agreement, the Manager selected by the Company (such Manager, the “Designated Manager”) may sell the Shares in sales deemed to be “at-the-market” equity offerings as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), including sales made directly on or through the Nasdaq Capital Market. If agreed to in a separate terms agreement, the Company may sell Shares to a Manager selected by the Company as principal, at a purchase price agreed upon by such Manager and the Company. The Designated Manager may also sell Shares in negotiated transactions with the Company’s prior approval. The offer and sale of the Shares pursuant to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Shares subject to the ATM Agreement or (b) the termination of the ATM Agreement by the Managers or the Company pursuant to the terms thereof. The Company has no obligation to sell any of the Shares, and may at any time suspend offers under the Agreement or terminate the Agreement.
The Company has agreed to pay the Designated Manager a commission of up to 3.0% of the aggregate gross proceeds from any Shares sold by the Designated Manager and to provide the Managers with customary indemnification and contribution rights, including for liabilities under the Securities Act. The Company also will reimburse the Managers for certain specified expenses in connection with entering into the ATM Agreement. The ATM Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.
The ATM Agreement contains customary representations, warranties and agreements by the Company, and indemnification obligations of the Company and the Managers and other obligations of the parties.
The foregoing summary of the ATM Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ATM Agreement, which is attached as an exhibit to the Registration Statement and incorporated by reference into this Item 1.01.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Shares, nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.