As filed with the Securities and Exchange Commission on February 9, 2023
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PEAR THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | 85-4103092 | |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) | |
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200 State Street, 13th Floor Boston, MA | | 02109 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan
Pear Therapeutics, Inc. 2021 Employee Stock Purchase Plan
(Full title of the plans)
Corey McCann, M.D., Ph.D.
Chief Executive Officer
Pear Therapeutics, Inc.
200 State Street, 13th Floor
Boston, MA 02109
(Name and address of agent for service)
(617) 925-7848
(Telephone number, including area code, of agent for service)
Copies to:
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| Ronan O’Brien | | Stacie Aarestad, Esq. |
| General Counsel | | William Kolb, Esq. |
| Pear Therapeutics, Inc. | | Foley Hoag LLP |
200 State Street, 13th Floor | | 155 Seaport Boulevard |
| Boston, MA 02210 | | Boston, MA 02210 |
| (617) 832-1000 | | (617) 832-1000 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
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| Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
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| | | | 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE PURSUANT TO GENERAL INSTRUCTION E OF FORM S-8
This Registration Statement registers additional securities of the same class as other securities for which a Registration Statement filed on Form S-8 relating to the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the Pear Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the “2021 ESPP”) is already effective. Pursuant to Instruction E to Form S-8, we incorporate by reference into this Registration Statement the contents of the Registration Statements we filed on Form S-8 with the Securities and Exchange Commission on February 7, 2022 (File No. 333-262568) including exhibits thereto.
The number of shares of our common stock available for issuance under the 2021 Plan is subject to an automatic annual increase on each January 1st equal to the lesser of: (i) five percent (5%) of the number of shares of our Class A Common Shares issued and outstanding on the immediately preceding December 31st or (ii) such lesser amount as determined by the Compensation Committee. Accordingly, on January 1, 2023, the number of shares of our common stock reserved and available for issuance under the 2021 Plan increased by 7,004,708 shares. The number of shares of our common stock available for issuance under the 2021 ESPP is subject to an automatic annual increase on each January 1st equal to the lesser of: (i) 3,600,000 shares of Common Stock, (ii) five percent (5%) of the number of shares of our Class A Common Shares issued and outstanding on the immediately preceding December 31st or (iii) such lesser amount as determined by the Compensation Committee. Accordingly, on January 1, 2023, the number of shares of our common stock reserved and available for issuance under the 2021 ESPP increased by 3,600,000 shares.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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| | | | Incorporated by Reference | |
| Exhibit Number | | Description | | Schedule/Form | | File No. | | Exhibit | | Filing Date | |
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| 4.1 | | | | 8-K | | 001-39969 | | 3.1 | | December 8, 2021 | |
| 4.2 | | | | 8-K | | 001-39969 | | 3.2 | | December 8, 2021 | |
| 4.3 | | | | S-1 | | 333-252150 | | 4.2 | | January 15, 2021 | |
| 5.1 | | | | | | | | | | | |
| 23.1 | | | | | | | | | | | |
| 23.3 | | Consent of Foley Hoag LLP (included in Exhibit 5.1 hereto) | | | | | | | | | |
| 24.1 | | Power of Attorney (included in the signature page of this Registration Statement)* | | | | | | | | | |
| 99.1 | | | | 8-K | | 001-39969 | | 10.8 | | December 8, 2021 | |
| 99.2 | | | | 8-K | | 001-39969 | | 10.9 | | December 8, 2021 | |
| 107 | | | | | | | | | | | |
| * | Filed herewith. | |
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, MA on the 9th day of February, 2023.
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| PEAR THERAPEUTICS, INC. |
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| By: | /s/ Dr. Corey M. McCann |
| Name: | Dr. Corey M. McCann |
| Title: | President and Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Corey M. McCann, Christopher D.T. Guiffre and Ronan O’Brien as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign one or more registration statements on Form S-8 and any and all amendments to such registration statements, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following person in the capacities and on the dates indicated.
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| Signature | | Title | | Date |
| /s/ Dr. Corey M. McCann | |
Chief Executive Officer | | February 9, 2023 |
| Dr. Corey M. McCann | | (Principal Executive Officer) | | |
| /s/ Christopher D.T. Guiffre | | Chief Financial Officer and Chief Operating Officer | | February 9, 2023 |
| Christopher D.T. Guiffre | | (Principal Financial Officer) | | |
| /s/ Ellen E. Snow | | Vice President, Chief Accounting Officer | | February 9, 2023 |
| Ellen E. Snow | | (Principal Accounting Officer) | | |
| /s/ Alison Bauerlein | | Director | | February 9, 2023 |
| Alison Bauerlein | | | | |
| /s/ Paul Mango | | Director | | February 9, 2023 |
| Paul Mango | | | | |
| /s/ Shivakumar Rajaraman | | Director | | February 9, 2023 |
| Shivakumar Rajaraman | |
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| /s/ Kirthiga Reddy | | Director | | February 9, 2023 |
| Kirthiga Reddy | | | | |
/s/ Nancy M. Schlichting | | Director | | February 9, 2023 |
Nancy M. Schlichting | | | | |
| /s/ Timothy A. Wicks | | Director | | February 9, 2023 |
| Timothy A. Wicks | | | | |
EXHIBIT 107
Calculation of Filing Fee Tables
Form S-8
(Form Type)
Pear Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Share | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Equity | Class A common stock, par value $0.0001 per share, that may be issued under the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan | Rule 457(c) and Rule 457(h) | 7,004,708(2) | $1.16(3) | $8,125,461.28 | 0.00011020 | $895.43 |
| Equity | Class A common stock, par value $0.0001 per share, that may be issued under the Pear Therapeutics, Inc. 2021 Employee Stock Purchase Plan | Rule 457(c) and Rule 457(h) | 3,600,000(4) | $0.99(5) | $3,564,000.00 | 0.00011020 | $392.76 |
| Total Offering Amounts | $11,689,461.28 | | $1,288.19 |
| Total Fee Offsets | | | $0 |
| Net Fee Due | | | $1,288.19 |
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| (1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement on Form S-8 (the “Registration Statement”) shall also cover any additional shares of the Registrant’s Class A common stock, $0.0001 par value per share (the “Common Stock”) that becomes issuable under the Registrant’s 2021 Stock Option and Incentive Plan (the “2021 Plan”) and the 2021 Employee Stock Purchase Plan (the “2021 ESPP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock. |
| (2) | Represents shares of Common Stock reserved for issuance under the 2021 Plan pursuant to the automatic increase each January 1, which began on January 1, 2022, and ending in 2031, by 5% of the outstanding number of shares of Common Stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. |
| (3) | Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee on the basis of $1.16, the average of the high and low prices of the Registrant’s Common Stock as reported on The Nasdaq Capital Market on February 2, 2023, which date is within five business days prior to the filing of this registration statement. |
| (4) | Represents shares of Common Stock reserved for issuance under the 2021 ESPP pursuant to the automatic increase each January 1, which began on January 1, 2022, and ending in 2031, by the lesser of 3,600,000 shares of Common Stock, 5% of the outstanding number of shares of Common Stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. |
| (5) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) under the Securities Act and based upon the average of the high and low prices of Common Stock, as reported on the Nasdaq Stock Market on February 2, 2023, which was $1.16 per share multiplied by 85%, which is the percentage of the trading price per share applicable to purchasers under the 2021 ESPP. |
Exhibit 5.1
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Seaport West 155 Seaport Boulevard Boston, MA 02210-2600
617 832 1000 main 617 832 7000 fax |
February 9, 2023
Pear Therapeutics, Inc.
200 State Street, 13th Floor
Boston, MA 02109
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Pear Therapeutics, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on the date hereof. The Registration Statement relates to the offer and sale by the Company of up to 10,604,708 shares (the “Shares”) of its Class A common stock, par value $0.0001 per share (“Common Stock”), consisting of:
1.7,004,708 shares of Common Stock issuable pursuant to the Company’s 2021 Stock Option and Incentive Plan (the “2021 Plan”); and
2.3,600,000 shares of Common Stock issuable pursuant to the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP” and together with the 2021 Plan, the “Plans”).
In arriving at the opinion expressed below, we have examined and relied upon the Certificate of Incorporation, as amended and restated to date, and Bylaws, as amended and restated to date, of the Company, the records of meetings and consents of the Company’s Board of Directors and of its stockholders, and the Plans, each as provided to us by the Company. In addition, we have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other documents and certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
We have assumed that the purchase price or other consideration to be received by the Company for the Shares will be valid consideration equal to or in excess of the par value thereof.
In rendering the opinion expressed below, we express no opinion other than as to the Delaware General Corporation Law.
On the basis of the foregoing, it is our opinion that the Shares, when issued and delivered by the Company in accordance with the applicable terms of the Plans and the awards thereunder against the Company’s receipt of the purchase price or other consideration therefor, will be validly issued, fully paid and non-assessable.
This opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
This opinion is being delivered solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This opinion may not be used, quoted, relied upon or referred to for any other purpose, nor may this opinion be used, quoted, relied upon or referred to by any other person, for any purpose, without our prior written consent.
We consent to the filing of this opinion as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
This opinion letter shall be interpreted in accordance with the Core Opinion Principles jointly issued by the Committee on Legal Opinions of the American Bar Association’s Business Law Section and the Working Group on Legal Opinions Foundation as published in 74 Business Lawyer 815 (2019).
Very truly yours,
FOLEY HOAG LLP
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| By: | /s/ Stacie S. Aarestad |
a Partner
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 28, 2022 relating to the financial statements of Pear Therapeutics, Inc. appearing in the Annual Report on Form 10-K of Pear Therapeutics, Inc. for the year ended December 31, 2021.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
February 9, 2023
