SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 23, 2023
PEAR THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification Number)
200 State Street, 13th Floor
Boston, MA 02109
(Address of principal executive offices and zip code)
Registrant's telephone number, including area code: (617) 925-7848
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Name of Each Exchange on Which Registered
|Class A common stock, |
par value $.0001 per share
|PEAR||The Nasdaq Stock Market LLC|
|Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share||PEARW||The Nasdaq Stock Market LLC|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 23, 2023, Julia Strandberg notified Pear Therapeutics, Inc. of her resignation as Chief Commercial Officer effective March 31, 2023.
Item 8.01. Other Events.
The Company is subject to certain minimum revenue covenants under the Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended to date, the “Credit Agreement”), by and between the Company, Perceptive Credit Holdings III, LP (the “Lender”) and the other parties thereto. The Lender has waived the minimum revenue covenant contained in the Credit Agreement with respect to the trailing 12-month revenue requirement for the fiscal quarter ending December 31, 2022 and the fiscal quarter ending March 31, 2023.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Pear Therapeutics, Inc.
| /s/ Christopher D.T. Guiffre|
Christopher D.T. Guiffre, J.D., M.B.A.
Chief Financial Officer &
Chief Operating Officer
Date: February 24, 2023