Pear Therapeutics, Inc. Form 10-K Annual Report Filed 2023-03-31 Changes

Overview

Due to the fact that we were unable to generate sufficient cash flows from operations, obtain funding to sustain operations, or reduce or stabilize expenses to the point where we could have realized a net positive cash flow, management and our board of directors determined that it was in the best interests of the stockholders to seek a strategic alternative so that we could continue to operate. If the strategic process is unsuccessful, our Board may decide to pursue a liquidation or obtain relief under the US Bankruptcy Code. The Company has hired advisors to explore strategic alternatives including, if needed, filing for bankruptcy protection.

Further, Perceptive has alleged that certain defaults or events of default have occurred and are continuing under the terms of our Perceptive Credit Facility. Perceptive has not delivered any formal notice of Default or Event of Default. To the extent that any such allegations are valid, Perceptive would have certain rights and remedies under the Perceptive Credit Facility. The Company disputes the allegations and is in discussions with Perceptive to resolve this dispute and otherwise to address the Company’s obligations under the Perceptive Credit Facility. There can be no assurances that such discussions will result in any resolution, and any resolution, or the lack of any resolution, may result in Perceptive exercising remedies under the Perceptive Credit Facility.

The Company cautions that trading in the Company’s securities is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value realized, if any, by holders of the Company’s securities. In the event of liquidation, bankruptcy or other wind-down event, holders of our securities will likely suffer a total loss of their investment. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Pear is a commercial-stage healthcare company pioneering a new class of medicine, referred to as PDTs, which use software to treat diseasesdisease. Our vision is to advance healthcare through the widespread use of PDTs.

Recent global trends are converging to highlight a significant unmet need for new and innovative solutions for the treatment of diseases. We believe our PDTs are well suited to satisfy this growing unmet need for the treatment of diseases, including addiction and insomnia.

Pear is a leader in the PDT industry. Our marketed PDTs, reSET, reSET-O, and Somryst, were among the first three PDTs authorized by FDA. We believe PDTs have the potential to improve clinical outcomes, facilitate improved care coordination, improve practice efficiency, and provide data tracking over time.

Two of our FDA-authorized PDTs are for the treatment of addiction, which currently affects more than 20 million people in the USTwo of our FDA-authorized PDTs are for the treatment of addiction. Our first product, reSET, is indicated for the treatment of SUDsubstance use disorder (“SUD”) as a monotherapy. Our second product, reSET-O, is indicated for the treatment of OUDopioid use disorder (“OUD”) in combination with buprenorphine.

Our third product, Somryst, is indicated for the treatment of chronic insomnia, which currently affects more. The Company has deprioritized commercialization efforts regarding Somryst while focusing available resources on the commercialization of reSET and reSET-O and therefore recorded an impairment expense of $0.8 million related to the acquired technology, which is included in than approximately 30 million people in the US.

cost of revenue in the Company's consolidated statement of operations, during the year ended December 31, 2022.

See “Recent Events” below for further details.

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Operating Segments

We operate our business in a single segment and as one reporting unit, which is how our chief operating decision maker (who is our president and chief executive officer) reviews financial performance and allocates resources.

Factors Affecting Our Performance and Results of Operations

We believe that our performance and future success depend on many factors that present significant opportunities for us but also pose risks and challenges, including those discussed more fully under the heading “Risk Factors” in Part I, Item 1A of this Form 10-K.

In February 2023, our strategic focus shifted to identifying and evaluating of a range of potential strategic alternatives designed to maximize stockholder value while we continue to operate the Company and serve our patients.

Key Business Metrics

We monitor the key non-financial operating performance metrics to help us evaluate our business, identify trends affecting our business, formulate business plans, and make strategic decisions. We began using these metrics in 2021 as we began to generate product revenue, primarily from sales of reSET and reSET-O. The metrics include the following:

Prescriptions WrittenA.Total Prescriptions -in a given period is (a) the imputed number of prescriptions based on revenue recognized under Access Agreements, plus (b) the number of prescriptions written bywhich a clinician for one of Pear’s three commercial products, reSET®, reSET-O®, and Somryst®.are not imputed under Access Agreements.

B.Fulfillment Rate - the percentage of prescriptions written by a clinician forin a given period one of Pear’s three commercial products that result in patients downloading and accessing therapeutic software content.

Covered Lives - the estimated number of persons with access to Pear’s PDTs by either listing on a formulary or on a fee schedule as a covered benefit with payors, including self-insured employers, IDNs, PBMs, commercial payors, and government payors. Covered lives is a proxy metric for payment rate, which is the percentage of fulfilled prescriptions for which Pear receives payment. As we areis (a) the number of prescriptions for which either a patient commences therapy or earlythere inis the development of the PDT category, most payors do not yet cover PDTs; therefore, Pear does not yet receive payment for most fulfilled prescriptions.a contractual payment obligation and revenue has been recognized divided by (b) Total Prescriptions. (Total Prescriptions times Fulfillment Rate equals Fulfilled Prescriptions.)

To illustrate how prescriptions written, fulfillment rate, and covered lives relate to product revenue, we believe it is helpful to provide a hypothetical scenario of 100 prescriptions written with a 50% fulfillment rate and a 50% payment rate. We use covered lives as a metric that is expected to impact payment rate because, as we grow the number of covered livesC.Payment Rate in a given period is (a) the number of prescriptions for our three products,which the payment rate should increase. In this hypothetical scenario, Pear has 50 filled prescriptions, of which 25 are paid. Product revenue for the 100 prescriptions written would be

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calculated by multiplying (a) 25 paid prescriptions by (b) the wholesale acquisition cost (WAC)company receives payment divided by (b) Fulfilled Prescriptions. (Fulfilled Prescriptions times Payment Rate equals Paid Prescriptions.)

D.Average Selling Price, or “ASP”, in a given period is the average price received by the Company per script for which the respective prescription, reduced by (c) any applicable discounts and rebates as well as estimated contingency management costs, if applicable.

Factors Affecting Our Performance and Results of Operations

We believe that our performance and future success depend on many factors that present significant opportunities for us, but also pose risks and challenges, including those discussed more fully under the heading “Risk Factors” in Part I, Item 1A of this Form 10-K.Company receives payment.


Key Performance Operating Metric									Year Ended December 31, 2022

Total Prescriptions									45,000+
Fulfillment Rate									53%
Payment Rate									41%
Average Selling Price (ASP)									$1,195

Product Revenue

We generate product revenue from the sale of our three FDA-authorized PDTs: reSET, reSET-O, and Somryst. We began our efforts to self-commercialize reSET and reSET-O in Q4 2019 and Somryst in Q4 2020. Through at least 2023, salesSales of our existing productsreSET and reSET-O are not expected to reduce our continued net losses.operating losses over time, but we cannot predict when we will achieve profitability. While we continue to support Somryst, our primary focus is on reSET and reSET-O.

We enter into arrangements with health care providers and payers enter into agreements with health care providers and payors and state and local governments to provide prescriptions which provide for volume-based discounts and other discounts, and in certain circumstances, value-based rebates (“Access Agreement”). We also enter into arrangements with health care providers and payors that provide for government-mandated and/or privately negotiated rebates and discounts with respect to the purchase of our productproducts. A portion of the product revenue is recognized when the products are made available to the customer (under a bulk ordervia Access Agreements) or when a prescription is fulfilled (via third-party reimbursement), and athe portion of the product revenue related to the clinician’s access to our proprietary clinician dashboard, PearMD, is deferred and recognized ratably over the remaining term of the PDT or if purchased under acontract (if purchased via an Access Agreement) or

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the prescription duration (if purchased via third party reimbursement). When sold under an bulk purchase agreement is deferred and recognized ratablyAccess Agreement and implementation services are included, we recognize the implementation services as control is transferred to the customer, generally over the term of the contract. See Note 2, Revenue Recognition, in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

If our development efforts for our PDT product candidates are successful and result in regulatory marketing authorization, we may generate revenue in the future from product sales or payment from collaboration or license agreements that we may enter into with third parties or any combination thereof. We cannot predict if, when, or to what extent we will generate revenue from the commercialization and sale of our product candidates. We may never succeed in obtaining regulatory approval for any of the product candidates that we currently have under development or potential future product candidates. remaining term of the contract.

Product revenue from our existing three FDA-authorized PDTs, as well as potential future product candidates, is and will be impacted by the many factors, including the following variables: coverage and reimbursement by payors, patient and clinician adoption of PDTs, pricing, reimbursement, contingency management, and product mix. (related only to reSET and reSET-O), and product mix. In the future, if we obtain additional financing, sales from future product candidates are expected to be impacted by similar variables.

PatientAlthough we provide products and Clinician Adoption of PDTs — To continue to grow our business, we will need to execute on our current business strategy of achieving and maintaining broad market acceptance of our PDTs by patients and physicians. Market acceptance and adoption of our PDTs depends on educating people with chronic conditions, as well as self-insured employers, commercial and government payors, health plans and physicians, and other government entities, as to the distinct features, therapeutic benefits, cost savings, and other advantages of our PDTs as compared to competitive products or other currently available methodologies. We have a market access team focused educating payors on the clinical outcomes and value proposition ofservices to many different types of customers, a significant portion of our product revenue is generated from awards under various US government, state, and local governments programs or grants. As a result of long sales cycle and the dependency on government or external funding, our product revenue can be unpredictable and fluctuate materially from period to period. We cannot predict the future level of demand for our products and to seekservices that towill secure favorable coverage policies and to maximizebe generated by these customers or the covered lives that have reimbursementfuture demand for our products by expanding approvals with IDNs, PBMs, and other payers. If we are not successful in demonstrating to existing or potential patients and prescribers the benefitsin the end-user marketplace. Our customer concentration exposes us to the risk of changes in the business condition of any of our products,major customers or if we arebroader changes in not able to achieve the support of patients, healthcare providers, and payors for our products, our sales may decline, or we may fail to increase our revenue.US government spending for opioid and substance abuse treatments.

Pricing — In the future, we expect to grow the number of commercially available PDTs in our product portfolio, offering a broad range of PDTs spanning multiple price points. PDTs may be subject to competition which may impact our pricing, and in addition, our products may be subject to legislative prescription-pricing practices.

Reimbursement Coverage and Reimbursement by Payors— As of December 31, 2021 , we have more than 30 organizations across more than 31.7 million covered lives providing access to our three FDA-authorized products via listing on formulary, as a covered benefit, bulk purchase, or funding a study. Pear’s payor strategy focuses across all major payor channels, including

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employers, IDNs, PBMsOur payor strategy focuses across all major payor channels, including employers, Integrated Delivery Networks (“IDNs”), pharmacy benefit managers (“PBMs”), commercial payors, and government payors, including Medicaid and Medicare. We expect to increase our number of payors, and the pricing for such payors may vary as net prices for our products may be reduced by mandatory discounts or rebates required by government healthcare programs or private payors and can be subject to customary discounts and rebates. In addition, some of our products may be subject to certain customer incentive programs. Even if coverage is provided, the approved reimbursement amount may not be high enough to allow us to establish or maintain pricing sufficient to achieve profitability. As of December 31, 2021, approximately 21% of activated prescriptions (prescriptions written multiplied by fulfilled prescription rate) were paid prescriptions. In the future, as our market access team educates payors on the clinical attributes of our products, we expect our products to secure favorable coverage policies and to maximize the covered lives that have reimbursement for our products.

Contingency Management — Patient and Clinician Adoption of PDTs—To continue to grow our business, we need additional funding and once obtained we will need to execute our current business strategy of achieving and maintaining broad market acceptance of our PDTs by patients and physicians. Market acceptance and adoption of our PDTs depend on educating patients, self-insured employers, commercial and government payors, health plans and physicians, and other government entities, as to the distinct features, therapeutic benefits, cost savings, and other advantages of our PDTs as compared to competitive products or other currently available treatment options.

Pricing—In the future, assuming that we have sufficient operating capital, we expect to grow the number of commercially available PDTs in our product portfolio, offering a broad range of PDTs spanning multiple price points. PDTs may be subject to competition, which may impact our pricing, and in certain circumstances, we have offered significant discounted pricing in connection with pilot programs. In addition, our products may be subject to legislative prescription-pricing practices. Further, we continue to collect additional data to enhance product performance and bolster health economics and outcomes research (“HEOR”) and associated cost savings for payors. Our average selling price could decline over time as we engage in larger volume transactions that extend over multiple years and provide for larger volume discounts.

Contingency Management—Costs related to clinically-validated rewards that patients earn as they complete treatment goals within our reSET and reSET-O PDTs isare recorded as contra revenue.

ProductRevenue Mix — Sales of certain products and subscription, support, and professional services have, or are expected to have, higher gross margins than others. As a result, our financial performance depends, in part, on the mix of products we sell during a given period.

Collaboration and License Revenue

As of December 31, 2021, we do not have collaboration and licensing agreements from which we would recognize significant collaboration and licensing revenue. Our historical collaboration and license revenue is from Novartis Institute of Biomedical Research (“NIBR”). In June 2020, NIBR terminated their collaboration agreement with the Company, or the NIBR Agreement, related to our schizophrenia and multiple sclerosis product candidate development programs. We will not recognize any revenue under these agreements in the future.

If our development efforts for our PDT candidates are successful and result in regulatory marketing authorization or collaboration or license agreements with third parties, we may generate revenue in the future from collaboration or license agreements that we may enter into with third parties. We cannot predict if, when, or to what extent we may enter into future licensing or collaboration agreements. Further, we may never succeed in obtaining regulatory approval for any of our product candidates that are currently under development.

Cost of Productand subscription, support, and professional services that we sell during a given period.

Cost of Revenue

Cost of product revenue consists primarily of costs that are closely correlated or directly related to the delivery of the Company’s products, including pharmacy costs, royalties paid under license agreements related to our commercialized products, our products, including pharmacy costs, royalties paid under license agreements related to our commercialized products,

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amortization of milestone payments capitalized related to commercialized products, hosting costs, and personnel-related costs, including salaries and bonuses, employee benefits, and stock-based compensation attributable to employees in a particular function. We expect the cost of product and associated with our implementation services. In addition, it includes subcontracted costs such as software license fees, technology, and service fees directly related to our subscription and service fee revenue.

During the quarter ended December 31, 2022, the Company’s forecasted future revenue and expense cash flow projections for Somryst indicated the carrying amounts of the intangible asset for Somryst was not fully recoverable, and therefore the Company recorded impairment expense of $0.8 million, which is included in cost of revenue in the Company's consolidated statement of operations, during the year ended December 31, 2022.

We expect the cost of revenue to increase as we further commercialize our products and increase the volume of prescriptions filled. However, we expect our cost of revenue to decrease as a percentage of total revenue over the longer-term, subject to the expected revenue growth. The majority of our cost of revenue does not fluctuate directly with increases or decreases in revenue.

Research and Development Expenses

As of December 31, 2021July 25, 2022, we have multiple product candidatespaused most investments in our pipeline, and we have incurred and will continue to incur significant research and development, or R&D, costs for their development. Developing PDTs requires a significant investment of resources over a prolonged period of time, and a core part of our strategy is to continue making sustained investments in this area. We have chosen to leverage our platform to initially focus on advancing our PDTs in the area of psychiatry. We expect our R&D expenses will increase in order to conserve cash. In addition, we anticipate that our personnel costs will decline as a result of the reductions in workforce that occurred in July and November 2022. We expect our R&D expenses will decrease substantially as we continue to investin 2023 in the development ofconnection with our pipeline of product candidates, future clinical development activities, and testing of our product candidatescontinued cost cutting measures.

R&D expenses consist of costs incurred in performing R&D activities, which include:

•expenses incurred in connection with the development of our pipeline of PDTs;

•costs in connection with third-party licensing agreements, including development and regulatory milestones;

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expenses incurred to enhance our products;

•costs in connection with third-party licensing agreements, including development and regulatory milestones;

•personnel-related expenses, including salaries, bonuses, benefits, and stock-based compensation for employees engaged in R&D functions;

•cost of clinical trials and studies;

•expenses incurred in connection with the discovery and development of our PDTs, including under agreements with third parties, such as consultants;

•expenses incurred under agreements with consultants who supplement our internal capabilities, including software development; and

•facilities, depreciation, and other expenses, which include direct and allocated expenses, such as rent and maintenance of facilities, insurance, and other operating costs for space and costs directly related to R&D functions.;

EachDue to the worsening macroeconomic environment and the longer-term outlook of the general markets and limited cash to fund further development of our product candidates has technical, clinical, regulatory, and commercial risk, including those discussed more fully under the heading “Risk Factors” in Part I, Item 1A of this Form 10-Kwe wrote off $2.1 million of intangible assets related to acquired technology, in the year ended December 31, 2022.

We expense R&D costs as incurred and do not track the costs at a project level. Advance payments made for goods or services to be received in the future for use in R&D activities are recorded as prepaid expenses. The prepaid amounts are expensed as the benefits are consumed. In the early phases of development, our R&D costs are often devoted to product platform and proof-of-concept studies that are not necessarily allocable to a specific product. The process of conducting the necessary clinical research to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain. As a result, we are

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unable to determine the duration and completion costs of our R&D projects, the costs of related clinical development, or when and to what extent, we will generate revenue from the commercialization and sale of any of our product candidates.

At this time we have paused all investment in our product candidates and delayed certain enhancements to our PearConnect platform. Each of our product candidates has technical, clinical, regulatory, and commercial risk, including those discussed more fully under the heading “Risk Factors” in Part I, Item 1A of this Form 10-K.

Selling, General, and Administrative Expenses

Selling, general, and administrative, or SG&A, expenses consist primarily of compensation for personnel, including stock-based compensation related to commercial, marketing, executive, finance and accounting, information technology, corporate and business development, and human resource functions. Other SG&A expenses include marketing initiatives, market research, and analysis, conferences and trade shows, travel expenses, professional services fees (including legal, patent, accounting, audit, tax, and consulting fees), insurance costs, amortization of certain internal-use software, general corporate expenses, and allocated facilities-related expenses, including rent and maintenance of facilities.

We expect SG&A expenses to continue to increase in absolute dollarsdecrease as we increase potential customers’ awareness and our sales and marketing functions to support existing products and future product launches. In addition, the Company expects to increase expenditures to expand our infrastructure to both drive and support the anticipated growth of the Company as well as additional expenses related to legal, accounting, information technology, investor and public relations, regulatory, and tax-related services associated with maintaining compliance with Nasdaq and SEC requirements, director and officer insurance costs, and other expenses associated with being a public company and implementing additional controls over financial reporting.reduce spending primarily on personnel-related expenses and certain commercial efforts in connection with our restructuring activities, including the reductions in workforce that occurred in July and November 2022.

Interest and other incomeOther Income (expenseExpense), net

Interest expense includes interest due under the Perceptive Credit Facility (as defined below)our secured Amended and Restated Credit Agreement and Guaranty with Perceptive Credit Holdings III, LP (the “Perceptive Credit Facility”), as administrative agent for the lenders, which we refer to as the Perceptive Credit Facility, and accretion of the debt discount on the Perceptive Credit Facility as well as the change in the fair value of our derivative liabilities and earn-out liabilities that occurred during the period. In addition, it includes the accretion of the interest of the seller financing in connection with the Waypoint asset acquired in November 2021. See Note 8 in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.We expect interest expense to increase as interest rates such as the London Interbank Offered Rate (“LIBOR”) and the Secured Overnight Financing Rate (“SOFR”) increase.

Interest income consists of interest earned on cash balances held in interest-bearing accounts. We expect our interest income will fluctuate based on rising interest rates, our cash balances on hand, the timing and ability to raise additional funds, as well as the amount of expenditures for our commercial products and R&D for our product candidates and ongoing business operations.

Loss on issuance of convertible preferred stock

In December 2020 and February 2021, the Company issued shares of Series D-1 and D-2 convertible preferred stock to investors. The shares are recorded at their estimated fair market value on the date of issuance. In

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connection with the Series D-1 preferred stock and D-2 preferred stock financing, the Company recorded a loss on the issuance of convertible preferred stock for the years ended December 31, 2021 and 2020, of $2.1 million and $16.8 million, respectively, which represents the amount by which the estimated fair value of the shares exceeded the sale price.

Loss/gain on extinguishment of debt

In connection with the extinguishment of the SVB Term Loan (as defined below), in June 2020, we recorded a loss on extinguishment of debt of $1.0 million for the year ended December 31, 2020.

Income taxes

Deferred income taxes are provided for the effects of temporary differences between the amounts of assets and liabilities recognized for financial reporting purposes and the amounts recognized for income tax purposes. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. We regularly assess the need to record a valuation allowance against net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Accordingly, we have recorded a valuation allowance of $66.7 million and $40.3 million, as of December 31, 2021 and 2020, respectively. The future realization of deferred tax assets is subject to the existence of sufficient taxable income of the appropriate character (e.g., ordinary income or capital gain) as provided under the carryforward provisions of tax law. We consider the scheduled reversal of deferred tax liabilities (including the effect in available carryback and carryforward periods), future projected taxable income (including the character and jurisdiction of such income), and tax-planning strategies in making this assessment. Unrecognized tax benefits arise when the estimated benefit recorded in the financial statements differs from the amounts taken or expected to be taken in a tax return because of the considerations described above. As of December 31, 2021, we had no unrecognized tax benefits.

Financial Highlights

Year-over-year product revenue grew significantly, and R&D for our product candidates and ongoing business operations.

Financial Highlights

Year-over-year product revenue grew by approximately 178% to $10.4 million from $3.7 million primarily due to an increase in sales of reSET and reSET-O, which increased approximately 24x year over yearunder Access Agreements. Year-over-year total revenue declined due to non-recurring $9collaboration revenue grew by approximately 90% to $0.9 million from $0.5 million primarily due to the development work completed on a Japanese-language digital therapeutic for the treatment of sleep/wake disorders for the Japanese market in collaboration with SoftBank Corp. that was completed in 2022. We also recognized subscription, support, and professional services revenue of $1.24 million of collaboration revenue recognized infor the year ended December 31, 20202022, under an agreement terminated in March 2020 anda new product offering under whicha no further revenue willpilot offering of a be recognizednew product by the Medicaid program of a state government .

We incurred a net losslosses of $6575.15 million and $97.0 million for the years ended December 31, 2021, and 2020, respectively, representing a period-over-period decrease of $31.9 million or 32.9%. This decrease was primarily due to a change in the fair value of the earn-out liabilities of $47.065.1 million for the year ended December 31, 2021, and a $14.8 million decrease in loss on issuance of convertible preferred stock, offset by an $8.8 million decrease in collaboration revenues. In addition, we had a $2.62022 and 2021, respectively, representing a period-over-period increase in our net loss of $10.3 million or 15.9%. This increase in the net loss was primarily due to a $22.7 million increase in personnel-related expenses, primarily related to new hires as we expanded our commercial team from an average of 59 people in the year ended December 31, 2020, to an averageincreased headcount during the first half of 2022 compared to 2021, and severance costs associated with the July and November 2022 reductions in workforce, partially offset by $8.5 million increase in total revenue period over period and a gain related to the change in fair value of 94 peoplethe Public Warrants and the Private Placement Warrants of $6.4 million for the year ended December 31, 2021, and as we prepared to become a public company. Further, we had a $5.0 million increase in marketing-related expenses, a $4.1 million increase in professional fees, and a $22022, compared to a $0.3 million loss for the year ended December 31, 2021. We had an average of 245 full-time employees for the year ended December 31, 2021, and an average of 267 full-time employees for the year ended December 31, 2022. We had a $3.4 million increase in interest expensecosts related to the borrowing of $30.0 million under the Perceptive Credit Facility on June 30, 2020. In June 2020, the Company recorded a $1.0 million loss on extinguishment of debt. being a public company period over period, primarily related to our directors’ and officers’ insurance.

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To date, we have funded our operations primarily with proceeds from sales of Legacy Pear’s convertible preferred stock, proceeds as a result of the business combinationBusiness Combination, payments received in connection with collaboration and license agreements, product sales,our revenue contracts and proceeds from borrowings under various credit facilities. Since our inception, weWe have received gross cash proceeds of $175.3 million as a result of the business combination (see Note 3Business Combination (see Note 3, Business Combination, in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K), and gross cash proceeds of $268.2 million from sales of our Legacy Pear’s convertible preferred stock,; andwe currently have $30.0 million of debt outstanding under a credit facility. During the year ended December the Perceptive Credit Facility.

Recent Events

Exploring Strategic Alternatives

We have engaged MTS Health Partners, L.P. (“MTS”) as our advisor to assist with the exploration of strategic alternatives. MTS is providing a range of advisory services aimed to enhance stockholder value. The alternatives to be considered may include, but are not limited to, the sale of all or substantially all of our assets; a strategic merger or other business combination transaction; or another change of control transaction between us and a third party. If the strategic process is unsuccessful, our Board may decide to pursue a liquidation or obtain relief under the US Bankruptcy Code. The Company has hired advisors to explore strategic alternatives including, if needed, filing for bankruptcy protection. In the event of such liquidation, bankruptcy case, or other wind-down event, holders of our securities will likely suffer a total loss of their investment.

Waiver of Debt Covenants and Negotiations with Lender

The Company was not in compliance with the minimum revenue covenant for the quarter ending December 31, 2020, we completed a tender offer to purchase $322022, of $18.0 million and was in aggregate principal amount of our common stock in connection with the Legacy Pear Series D-2 preferred stock offering that was conducted in conjunction with the Legacy Pear Series D-1 stock offering.compliance with the minimum cash balance covenant requirement of $5.0 million. The Company obtained a waiver of the minimum trailing twelve (12) month revenue requirement for the quarter ended December 31, 2022 and March 31, 2023, respectively. The Company also obtained a waiver pertaining to the existence of a “going concern” qualification in the accompanying opinion of the Company’s auditors in its Annual Report on Form 10-K and any resulting event of default.

However, as of the date of this filing, Perceptive has alleged that certain defaults or events of default have occurred and are continuing under the terms of the Perceptive Credit Facility. Perceptive has not delivered any formal notice of Default or Event of Default. To the extent that any such allegations are valid, Perceptive would have certain rights and remedies under the Perceptive Credit Facility. The Company disputes the allegations and is in discussions with Perceptive to resolve this dispute and otherwise to address the Company’s obligations under the Perceptive Credit Facility. There can be no assurances that such discussions will result in any resolution, and any resolution, or the lack of any resolution, may result in Perceptive exercising remedies under the Perceptive Credit Facility. If the acceleration of the debt were to occur, we could also be required to pay a prepayment penalty of $3.6 million.

At-the-Market (ATM) Offering

On January 3, 2023, the Company entered into an ATM 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. The ATM Agreement authorized an aggregate gross proceeds of up to $150.0 million. Sales of common stock through the Manager could be made by any method that is deemed an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by the Company and the Managers. The Company will 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 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.

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Recent Events

Business Combination

On December 3, 2021 (the “Closing Date”), we consummated a business combination, pursuant to the terms ofAs of March 31, 2023, the Company has the business combination agreement (“Business Combination Agreement”) dated June 21, 2021. Upon the consummation of the Business Combination, Oz Merger Sub, a newly formed subsidiary of THMA, merged with and into Pear, with Pear surviving. THMA, was renamed Pear Therapeutics, Inc (collectively, “Pear”) and Pear Therapeutics, Inc. was renamed Pear Therapeutics (US), Inc. (“Legacy Pear”). Legacy Pear is deemed the accounting predecessor and the post-company successor SEC registrant, which means Legacy Pear financial statements for previous periods will be disclosed in this Form 10-K. Future period reports filed with the SEC will include Pear Therapeutics, Inc. and its subsidiaries.

The business combination was accounted for as a reverse recapitalization. Under this method of accounting, THMA was treated as the acquired company for financial statement reporting purposes. The most significant change in the post-combination Company’s reported financial position and results was an increase in cash of $175.0 million. We paid $32.8 million in transaction costs relating to the business combination. We recorded a liability related to the Public and Private Placement Warrants of $16.5 million and $95.4 million related to the earn-out shares that holders of Legacy Pear Common Shares and Legacy Pear Preferred Shares prior on the Closing Date who received the contingent right to receive up to 12,395,625 additional shares ofsold 843,281 shares of its Class A common stock (the “Earn-Out Shares”) upon the achievement of certain earn-out targetsunder the ATM Agreement resulting in proceeds to the Company of $1.0 million, net of offering costs.

Restructuring, Reductions in Workforce, and Paused Investment in our Pipeline Product Candidates

On July 25, 2022, the Company restructured its operations to narrow its near-term business focus and reduce its workforce due to the macroeconomic environment. As a result of the restructuring, the Company incurred a charge of $0.9 million primarily associated with the severance and health insurance expenses related to 25 full-time employees, representing approximately 9% of full-time employee at the time of the restructuring and reduction in workforce. In connection with this restructuring, we reduced spending on our pipeline candidates, discovery programs, business development, and the Company's dual platform in order to prioritize certain of its commercial efforts and will continue to reduce costs in each of these areas. The direct costs associated with the first restructuring and reduction in workforce were recorded in the quarter ended September 30, 2022.

As a consequence of the business combination, we became the successor to an SEC-registered and Nasdaq-listed companyOn November 14, 2022, we announced a second reduction in workforce, further reducing our headcount by approximately 59 employees, or approximately 22% of our full-time employees as of September 30, 2022, due to the worsening macroeconomic environment. The Company recorded $2.5 million in severance charges in connection with the second reduction in workforce, related to severance payments, employee benefits, and related costs, in the fourth quarter of 2022. In addition, the Company recorded a stock-based compensation and we have hired additional personnel and implemented procedures and processescorresponding payroll tax expense benefit of $0.1 million related to address public company regulatory requirements and customary practices. We expect to incur additional annual expenses as a public company formodifications of equity awards for employees impacted by the reduction in workforce.

The estimated costs that the Company expects to incur in connection with the reduction in forces and cost saving initiatives are subject to a number of assumptions, and actual results may differ significantly from these estimates. The Company may also incur additional costs not currently contemplated due to events that may occur as a result of, among other things, directors’or that are associated with, the reductions in workforce and officers’ liability insurance, director fees,cost saving initiatives. In the future, there may and additional internal and external accounting and legal and administrative resources, including increased audit and legal feesalso be incremental one-time charges associated with non-work force related cost savings actions.

Economic Conditions (Impact of COVID-19)

In March 2020On January 30, 2023, the World Health Organization declared the global outbreak of COVID-19 to be a pandemic. The pandemic has significantly impacted the economic conditions in the US, as federal, state and local governments react to the public health crisis, creating significant uncertainties inBiden Administration announced it will end the public health emergency (and national emergency) declarations related to COVID-19 on May 11, 2023. While the US economy. The downstream impact of various lockdown ordersCOVID-19 pandemic has not materially adversely affected our financial results and related economic pullback affect our business and our customers to varying degrees. There Company is business operations through December 31, 2022, COVID-19 continues to present risks to the Company, and we continue to closely monitoringmonitor the impact of COVID-19the pandemic on all aspects of its business, including how it will impact its customers, patients, employees, suppliers, vendors, and business partners. The Company isour business. We are unable to predict the specific impact that COVID-19 may have on its business, financial position, and operations moving forward due to the numerous uncertainties. Any estimates made herein may change as new events occur and additional information is obtained, and actual results could differ materially from any estimates made herein under different assumptions or conditions.

For further details see the information under the heading “Risk Factors” in Part I, Item 1A in this Form 10-K. Pear is unable to predict the full impact that the COVID-19 pandemic will have on its future results of operations, liquidity,(including the emergence of new variants) will have on our financial position and operating results in the future.

Impact of Inflation

We are experiencing rising costs for certain inflation-sensitive operating expenses, such as labor, and certain service providers that are heavily dependent on labor. We do not believe these impacts were material to net income during the year ended December 31, 2022. However, significant sustained inflation driven by the macroeconomic environment or other factors could negatively impact our margins, profitability, and results of operations in future periods.

FL Medicaid Coverage

Effective January 1, 2023, reSET® and financial condition duereSET-O® were added to numerous uncertainties, includingFlorida Medicaid Preferred Drug List (PDL). reSET and reSET-O, the duration of the pandemic and the actions that may be taken by government authorities across the US. However, COVID-19 is not expected to result in any significant changes in costs going forward. As a result of COVID -19 pandemic we shifted our workforce to a hybrid model in which employees in one of our three offices work both remotely and onsite, and we anticipate we will continue to use this model going forward. In addition, our workforce has deep domain knowledge across a range of healthcare, technology, and general business, which was partially achieved by having certain of our employees working remotely across the US. Pear will continue to monitor the performance of its business and assess the impacts of COVID-19only FDA-authorized PDTs for the treatment of substance use disorder and opioid use disorder, respectively.

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Results of Operations

The tabletables and discussion below present the results for the periods indicated:


	Year Ended December 31,				Change
(in thousands, except percentages)	2022		2021		$		%
Revenues
Product revenue	$	10,417	$	3,748	$	6,669	178	%
Collaboration and license revenue	872		460		412		90	%
Subscription, support, and professional services revenue	$	1,405	$	—	1,405		*
Total revenues	12,694		4,208		8,486		202	%
Cost and operating expenses:
Cost of revenue	8,182		5,233		2,949		56	%
Research and development	48,311		37,041		11,270		30	%
Selling, general, and administrative	79,551		67,619		11,932		18	%
Total cost and operating expenses	136,044		109,893		26,151		24	%
Loss from operations	(123,350)		(105,685)		(17,665)		(17)	%
Other income (expenses):
Interest and other expenses, net	$	(3,892)	(4,144)		252		6	%
Change in estimated fair value of earn-out liability	45,339		47,038		(1,699)		(4)	%
Change in estimated fair value of warrant liabilities	6,412		(298)		6,710		*

Loss on issuance of Legacy Pear convertible preferred stock	$	—	(2,053)		2,053		*
Total other income (expense)	47,859		40,543		7,316		18	%
Net loss	$	(75,491)	$	(65,142)	$	(10,349)	16	%

__________________

* Percentage change not meaningful.

Product revenue—Product revenue for the year ended December 31, 20212022, was $10.4 million, compared to $3.7 million, an for the year ended December 31, 2021. The increase of $3.6 million, or 24x, compared to the prior yearwas primarily driven by increased bulk sales of reSET and reSET-O under Access Agreements.

Collaboration and license revenue—Collaboration and license revenue was $0.5 million for the year ended December 31, 2021, compared to $9for the year ended December 31, 2022, was $0.9 million, compared to $0.5 million for the year ended December 31, 2021, primarily due to the development work completed on a Japanese-language digital therapeutic for the treatment of sleep/wake disorders for the Japanese market in collaboration with SoftBank Corp. that was completed in 2022. See Part III Item 13, “Certain Relationships and Related Transactions, and Director Independence” below for information regarding the related party nature of the agreement.

Subscription, support, and professional services revenue - Subscription, support, and professional services revenue for the year ended December 31, 2022, was $1.4 million, under a pilot offering of a new product by the Medicaid program of a state government.

Cost of revenue—Cost of revenue for the year ended December 31, 2022, was $8.2 million, compared to $5.2 million for the year ended December 31, 2020. For the year ended December 31, 2020, we recognized $9.2 million in connection with the NIBR Agreement, which was terminated in June 2020. See Note 9 in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

Cost of product revenue—Cost of product revenue for the year ended December 31, 2021, was approximately $5.2 million, an increase of approximately $32021. This increase of $2.59 million compared to the prior yearwas primarily due to an increased product revenue as discussed above.

Due tonumber of customers and clinics served associated with our increased commercialization efforts, we saw an increase in our pharmacy costs,Access Agreements, and minimum royalties related to licensing agreements for commercialized products, pharmacy, and hosting costs for our PDTs. In additionAdditionally, in November 2020, the Company launched Somryst, which further increased our cost of product revenue.

Research and development—R&D expenses were $37.0 million and $28.1 million for the years ended December 31, 2021 and 2020, respectively. The increase of $9.0 million was primarily due to the following:

•An increase of $3.9 million of personnel-we recorded $0.8 million of impairment expense on the intangible assets related coststo and an increase of $1.0 million of recruiting fees as we continued shifting our software development work from external to internal resources, and coinciding with an increase in average R&D headcount from 88acquired technology used in our Somryst commercial product for the year ended December 31, 2020 to 107 for the year ended December 31, 2021; and 31, 2022. Several factors positively contributed to an increased efficiency of implementing our products in clinics during 2022, including economies of scale and focused

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•go-to market efforts resulting in increased productivity of our implementation team. Cost of revenue represented 64.5% and 124.4% of total revenue for the years ended December 31, 2022 and 2021, respectively. We expect cost of revenue in 2023 to decrease as a percentage of revenue as revenue increases from further economies of scale.

Research and developmentIncreases of $2.1 million of consultant costs, $1.0 million of professional and recruiting fees, and $1.0 of software expenses. —R&D expenses for the year ended December 31, 2022, were $48.3 million, compared to $37.0 million for the year ended December 31, 2021. The increase of $11.3 million was primarily due to an increase of $8.7 million of personnel-related costs from higher average headcount during the first half of 2022 and subsequent severance costs from the July and November 2022 reductions in workforce, and $2.1 million of impairment of a previously acquired intangible asset. We anticipate decreases in R&D costs compared to prior periods as a result of the restructuring and reductions in workforce as well as us pausing any further investment in our pipeline of product candidates.

Selling, general, and administrative—SG&A expenses were $67.6 million and $56.2 million for the years ended December 31, 2021 and 2020, respectively. The increase of $11.4 million was primarily due to further building out of our commercial operations, which resulted in the following increases:

•$5.3 million in personnel-related costs as a result of an increase in average headcount from approximately 90 in 2020 to approximately 120 in 2021, primarily the commercial team;

•$5.0 million in marketing and advertising costs as a result of targeted media and market awareness, education, and advocacy initiatives;

•$2.2 million in professional fees, including increases in legal and accounting fees as a result of becoming a public company;

•$1.4 million of transaction costs directly incurred in connection with the Business Combination;

•$1.3 million of depreciation and amortization expense, primarily related to amortization of software used in our patient support center;

•$1.2 million of software related expenses; and

•$1.1 million of license and subscription costs.

The results for the year ended December 31, 2020, included afor the year ended December 31, 2022, were $79.6 million, compared to $67.6 million for the year ended December 31, 2021. The increase of $711.29 million stock compensation charge from the tender offer used to purchase and re-sell Legacy Pear shareswas primarily due to an increase of $12.1 million in personnel-related costs from higher average headcount during the first half of 2022 and subsequent severance costs from the July and November 2022 reductions in workforce. These increases were offset by reduction in our marketing spend. We anticipate decreases in SG&A costs compared to prior periods as parta result of the Legacy Pear Series D preferred share issuance.restructuring and reductions in workforce, reduced marketing spend as well as reductions in our travel expenses and cost savings related to the departure of our Chief Commercial Officer .

Interest and other (expense) income, net—Interest and other income (expense), net was, for the year ended December 31, 2022, was an expense of $3.9 million compared to an expense of $4.1 million for the year ended December 31, 2021,. as compared to expense of $1.8 million for the year ended December 31, 2020. The increase in interest expense was primarily related to $4.3 million of interest related to the Perceptive Credit Facility that closed on June 30, 2020, compared to $2.5 million of interest under the Perceptive Credit Facility and SVB Term Loan for the year ended December 31, 2020. For the year ended December 31, 2020, the Company also recognized $0.7 million of interest income on cash This decrease is mainly the result of $1.1 million of interest income on cash equivalents and investments. short-term investments as a result of higher investment balances due to the proceeds of the Business Combination that closed in December 2021 and a $0.6 million gain from the change in the fair value of the embedded debt derivative recorded during year ended December 31, 2022.

Change in fair value of earn-out liabilities—For the year ended December 31, 20212022, the Companywe recognized a $4745.03 million gain as a result of the change in fair value of the earn-out liabilities from its initial recognition on, compared to a gain of $47.0 million for the December 3, 2021, the date of the Merger, untilyear ended December 31, 2021 primarily as a result of the fluctuations in the underlying share price of our Class A common stock.

Change in fair value of warrant liabilities—For the year ended December 31, 2022, we recognized a gain of $6.4 million related to the Public Warrants and the Private Placement Warrants. We recognized a $0.3 million loss for the year ended December 31, 2021, related to the Legacy Pear Warrants, which were exercised in 2021 prior to the business combination, for the year ended December 31, 2021, the Company recognized a $8.3 million loss due to the change in fair value of outstanding warrant liabilities, compared to a $0.8 million loss on Legacy Pear Warrants for the year ended December 31, 2020. The loss on the Legacy Pear Warrants for the year ended December 31, 2021 was offset by a gain on the Public and Private Placement Warrants $8.0 million, which were issued by THMA prior to the business combinationBusiness Combination.

Loss on issuance of extinguishment of debt—In June 2020, the Company paid the outstanding principal on the SVB Term Loan prior to the maturity date resulting in a loss on extinguishment of debt of $1.0 million for the year ended December 31, 2020. See Note 7 in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

Loss on issuance of legacyLegacy Pear convertible preferred stock—In December 2020, the Company issued shares of Legacy Pear Series D-1 and D-2 convertible preferred stock. The shares are recorded at their estimated fair market value on the date of issuance. In connection with the Legacy Pear D-1 and D-2 Preferred Stock Financing, the Company recorded a loss of $16.8 million, net of issuance costs, for the year ended December 31, 2020, which represents the amount by which the estimated fair value of the shares exceeded the sale price. In February 2021, the Company issued additionalIn February 2021, the Company issued shares of Legacy Pear Series D-1 Preferred Stock. The shares are recorded at their

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estimated fair market value on the date of issuance. In connection with the Legacy Pear Series D-1 Preferred Stock, the Companywere recorded at their estimated fair market value on the date of issuance. In connection with the Legacy Pear Series D-1 Preferred Stock, we recorded a loss of $2.1 million for the year ended December 31, 2021, which represents the amount by which the estimated fair value of the shares exceeded the sale price, net of issuance costs. See Note 10 in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

Income tax—We did not incur income tax expenses for the yearsyear ended December 31, 2022 and 2021 or 2020. Given our lack of prior earnings history, we have a full valuation allowance primarily related to our net operating loss and R&D credit carryforwards that we do not consider more likely than not to be realized.

Liquidity and Capital Resources

Since our inception, our primary sources of capital have been proceeds from sales of Exploring Strategic Alternatives

We require substantial additional capital to sustain our operations and pursue our growth strategy, including the development of our product candidates. The Company has engaged MTS as our investment bank to assist with the exploration of strategic alternatives that may include, but are not limited to, the sale of all or substantially all of our assets; a strategic merger or other business combination transaction; or another change of control transaction between us and a third party. If a strategic process is unsuccessful, our Board may decide to pursue a liquidation or

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obtain relief under the US Bankruptcy Code. The Company has hired advisors to explore strategic alternatives including, if needed, filing for bankruptcy protection. These factors raise substantial doubt about our ability to continue as a going concern. For more information, refer to “—Liquidity and Capital Resources” below and Note 1, Nature of the Business, in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K.

Sources of Liquidity

Since our inception, our primary sources of capital have been proceeds from sales of Legacy Pear convertible preferred stock, payments received in connection with collaboration agreements, payments received on our revenue contracts, include the sale of our products,, proceeds from borrowings under various credit facilities, and the business combination that occurred December 3, 2021. See Recent Events in Part II, Item 7 of this Form 10-K and Note 3Business Combination. See Note 3, Business Combination, in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

We have three commercial products: reSET, reSET-O, and Somryst. The revenue from the sale of these products at the present time is not sufficient to cover the operating costs incurred. Our ability to achieve sufficient revenue to cover our costs is highly dependent on our PDTs achieving and maintaining broad market acceptance by patients and physicians and obtaining reimbursement from third-party payors. The Company has incurred recurring losses from inception and anticipates net losses and negative operating cash flows for the near future. For the years ended December 31, 2021 and 2020, we incurred net operating losses of $65.1 million and $97.0 million, respectively.

As of December 31, 2021 and 2020, we had an accumulated deficit of $248.0 million and $182.8 million, respectively. As of December 31, 2021 and 2020, we had outstanding debt of $27.0 million and $26.3 million, net of debt issuance costs, respectively. Our cash flows may fluctuate and are difficult to forecast and will depend on many factors. As of December 31, 2021Our cash flows may fluctuate and are difficult to forecast and will depend on many factors. As of December 31, 2022 and 2020December 31, 2021, we had cash and cash equivalents of $16948.6 million and $110.9 million, respectively.

Our primary uses of capital are, and we expect will continue to be for the near future, funding operating activities, including expanding our commercial operations and further development of our product pipeline. We have in the past and we expect in the future to capitalize labor costs related to the development of our internal-use software. We may also pursue acquisitions, investments, joint ventures, and other strategic transactions.

In the future, we will need to raise additional capital to pursue our growth strategy and support continuing operations. Until such time as we can generate significant revenue to fund operations, we expect to seek additional capital from the issuance of equity, debt, or other capital transactions. If sufficient funds on acceptable terms are not available when needed, we will be required to significantly reduce our operating expenses. Further, we may be unable to increase our revenue, raise additional funds, or enter into such other agreements or arrangements when needed on favorable terms, or at all. If we fail to raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue the development and commercialization of one or more of our product candidates and other strategic initiatives. We are also subject to various covenants related to the Perceptive Credit Facility, and given the substantial doubt about our ability to continue as a going concern, there is a risk that we may not meet our covenants in the future. As of December 31, 2021 and 2020, we concluded that these circumstances raise substantial doubt about our ability to continue as a going concern.

Cash and cash equivalents

As of December 31, 2021 we had $169.6 million of cash and cash equivalents. Our future capital requirements may vary from those currently planned and will depend on various factors, including the timing and extent of R&D spending and spending on other strategic business initiatives, including expanding our commercial operations.

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Liquidity Risks

We expect to incur substantial additional expenditures in the near term to support our ongoing activities, including as a result of operating as a public company. We expect to continue to incur net losses for the foreseeable future. Our ability to fund our product development and clinical operations as well as commercialization of our product candidates will depend on the amount and timing of cash available to fund operations. Our future liquidity and capital funding requirements will depend on numerous factors, including:

•our revenue growth;

•the ability to obtain third-party payor reimbursement for our current products;

•the amount and timing of sales and other revenues from our product candidates, if approved, including the sales price and the availability of coverage and adequate third-party payor reimbursement;

•our commercial activities, including sales and marketing;

•our R&D efforts;

•the emergence and effect of competing or complementary products;

•the outcome, timing, and cost of meeting regulatory requirements established by the FDA, or comparable foreign regulatory authorities;

•the progress, timing, scope, and costs of our preclinical studies, clinical trials, potential future clinical trials, and other related activities;

•the costs of commercialization activities for any of our product candidates that receive marketing authorization, including the costs and timing of establishing product sales, marketing and hosting capabilities, or entering into strategic collaborations with third parties to leverage or access these capabilities;

•the cash requirements of developing our programs and our ability and willingness to finance their continued development;

•the cash requirements of any future discovery of product candidates;

•our ability to retain our current employees and the need and ability to hire additional management and sales, technical and medical personnel;

•the time and cost necessary to respond to technological and market developments, including other products that may compete with one or more of our product candidates;

•debt service requirements;

•the extent to which we acquire or invest in business, products, or technology; and

•the impact of the COVID-19 pandemic.

A change in the outcome of any of these or other variables with respect to the development of any of our product candidates could significantly change the costs and timing associated with the sale of our products or the development of product candidates. Further, our operating plans may change in the future, and we may need additional funds to meet operational needs and capital requirements associated with such operating plans. See the information under the heading “Risk Factors” included in Part I, Item 1A this Form 10-K.

Because of the numerous risks and uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital outlays and operating expenditures associated with our current and anticipated product development programs.

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Funding Requirements

Please see the risks associated with our substantial capital requirements explained more fully under the heading “Risk Factors-The Company will need substantial additional funding, and if it is unable to raise capital when needed or on terms favorable to the Company, the Company’s business, financial condition, and results of operation could be materially and adversely affected” in Part I, Item 1A of this Form 10-K.

Debt Financing and Covenants

3 million and $169.6 million, respectively. Based on our current operating plans inclusive of the July 2022 restructuring plan and reduction in force, the November 2022 reduction in force and further cost saving initiatives as well as strategic review process, we have sufficient cash and cash equivalents to fund our operating expenses and capital expenditures into the second quarter of 2023.

Debt Financing and CovenantsBorrowings under our $50.0 million—On June 30, 2020, the Company entered into the Perceptive Credit Facility with Perceptive. Outstanding borrowings under our secured Perceptive Credit Facility were $30.0 million as of December 31, 2021 and 2020, which was used to extinguish the former SVB Term Loan and for general business purposes December 31, 2022 and December 31, 2021. The Perceptive Credit Facility matures in June 2025. We are required to payPrior to February 1, 2023, the Perceptive Credit Facility bore interest through maturity at a variable rate of interest based upon the one-month LIBOR rate plus 11.0%, subject to a LIBOR floor of 1.0%. As of December 31, 20212022, the annual interest rate was 1215.0%1%. On January 13, 2023, the Company and Perceptive executed the First Amendment to the Perceptive Credit Facility, which replaced LIBOR with the Secured Overnight Financing Rate (“SOFR”), effective February 1, 2023. As of and for the year ended December 31, 2022, the effect of switching from LIBOR to SOFR would not have been material to the Company’s consolidated financial statements. The Company is required to make interest-only payments until May 31, 2024, after which point the Company will be required to make monthly payments of principal equal to 3.0% of the then outstanding principal until maturity on June 30, 2025.

The Perceptive Credit Facility is secured by substantially all of the assets of the Company, including our intellectual property. The Perceptive Credit Facility requires the Company to (i) maintain a minimum aggregate cash balance of $5.0 million in one or more controlled accounts, and (ii) as of the last day of each fiscal quarter commencing with the fiscal quarter ending March 31, 2022, report revenues for the trailing 12-month period that exceed the amounts that range from $518.80 million for the fiscal quarter ending March 31, 2022, to $125.0 million for the fiscal quarter ending March 31, 2025. For the quarter ending December 31, 2022, the trailing 12-month period revenue requirement was $18.0 million. The Perceptive Credit Facility contains various affirmative and negative covenants that limit the Company’s ability to engage in specified types of transactions. The Company was not in compliance with the covenantstrailing twelve month revenue covenant under the Perceptive Credit Agreement as of December 31, 2021.

See Note 7 in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information. In the future, we may seek to obtain other additional sources of financing, including incurring term debt or issuing equity or debt securities.

As of December 31, 2021 and 2020, we had $0Facility as of December 31, 2022, however we requested and were granted a waiver on the trailing 12-month revenue requirement for both the quarter ended December 31, 2022 and March 31, 2023, respectively. In addition, on February 28, 2023, the Company obtained a waiver pertaining to the existence of a “going concern” qualification in the accompany opinion of the Company’s auditors in this Form 10-K and any resulting event of default.

As of the date of this filing, Perceptive has alleged that certain defaults or events of default have occurred and are continuing under the terms of the Perceptive Credit Facility. Perceptive has not delivered any formal notice of Default or Event of Default. To the extent that any such allegations are valid, Perceptive would have certain rights and remedies under the Perceptive Credit Facility. The Company disputes the allegations and is in discussions with Perceptive to resolve this dispute and otherwise to address the Company’s obligations under the Perceptive Credit Facility. There can be no assurances that such discussions will result in any resolution, and any resolution, or the lack of any resolution, may result in Perceptive exercising remedies under the Perceptive Credit Facility. As of the

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date of this filing, if the acceleration of the debt were to occur, we could also be required to pay a prepayment penalty of $3.6 million.

As of December 31, 2022 and December 31, 2021, we had outstanding debt of $27.4 million and $27.0 million, net of debt issuance costs of $2.6 million and $3.0 million, respectively. See Note 7, Indebtedness, in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

Product Sales—We have three commercial products: reSET, reSET-O, and Somryst. The revenue from the sale of these products at the present time is not sufficient to cover the operating costs incurred. Our ability to achieve sufficient revenue to cover our costs is highly dependent on our PDTs achieving and maintaining broad market acceptance by patients and physicians and obtaining reimbursement from third-party payors.

Subscription, Support, and Profession Services Revenue—In the fourth quarter of 2022, we entered into a 16-month pilot program to allow eligible Medicaid members in that state take part in a structured 24-week outpatient program that will be followed by at least six months of additional recovery support services. Under the pilot we will deliver, implement, and manage this program, specifically by managing the electronic tracking and distribution of incentives to the states Medicaid members who participate in this contingency management pilot. The contract is for an amount up to $4.0 million plus reimbursements for the contingency management. We recognized $1.4 million under the terms of this contract for year ended December 31, 2022.

Employee Stock Purchase Plan—Under the Company’s 2021 Employee Stock Purchase Plan (the “2021 ESPP”), 359,910 shares of the Company’s Class A common stock were issued for total consideration of $0.4 million during the year ended December 31, 2022.

At-The-Market Equity Offering—On January 3, 2023, the Company entered into an ATM Agreement with the Managers, 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 for aggregate gross proceeds of up to $150 million. As of March 31, 2023, the Company has sold 843,281 shares of its Class A common stock under the ATM Agreement resulting in proceeds to the Company of $1.0 million, net of offering costs.

In the future, we may seek to obtain other additional sources of financing, including incurring term debt or issuing equity or debt securities.

Historical Cash Flows

We have incurred recurring losses from inception and anticipate net losses and negative operating cash flows for the near future. For the year ended December 31, 2022 and 2021, we incurred net operating losses of $75.5 million and $65.1 million, respectively.

As of December 31, 2022 and December 31, 2021, we had an accumulated deficit of $323.5 million and $248.0 million, respectively.

Capital Resources

Our primary uses of capital are, and we expect will continue to be for the near future, funding operating activities. We have in the past and we expect in the future to capitalize labor costs related to the development of our internal-use software.

We need to raise additional capital to pursue our growth strategy and support continuing operations. Until such time as we can generate significant revenue to fund operations, we expect to seek additional capital from the issuance of equity, debt, or other capital transactions or a strategic transaction. On July 25, 2022, we restructured our business operations to narrow our near-term business focus and decreased our workforce to reduce our operating expenses. We announced a further reduction in workforce on November 14, 2022. Despite our recent restructuring, we need to raise capital to support our operations absent a strategic transaction. In February 2023, we hired an investment bank to explore strategic alternatives. We may be unable to complete a strategic transaction, increase our revenue, raise additional funds, or enter into such other agreements or arrangements

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when needed on favorable terms, or at all, our Board may decide to pursue a liquidation or obtain relief under the US Bankruptcy Code. The Company has hired advisors to explore strategic alternatives including, if needed, filing for bankruptcy protection.

We are also subject to various covenants related to the Perceptive Credit Facility, as well as the material adverse clause there is substantial doubt about our ability to continue as a going concern. As of December 31, 2022, we concluded that the above circumstances raise substantial doubt about our ability to continue as a going concern. See Note 7, Indebtedness, in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

Cash and Cash Equivalents

As of December 31, 2022, we had $48.4 million in a letter of credit outstanding in connection with our leased property in San Francisco, California3 million of cash and cash equivalents. In July 2022 and November 2022 we completed reductions in force and took measures to significantly reduce our operating costs, including suspension of the development of our pipeline product candidates. As noted elsewhere in this report, including Note 1, Nature of the Business, in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K there is substantial doubt as to our ability to fund our planned operations for the next twelve months and to continue to operate as a going concern.

Liquidity Risks

We will require additional capital in order to pursue our strategic objectives and for the Company to survive. We have hired an investment bank to assist with the exploration of a strategic alternatives. We expect to incur substantial additional expenditures in the near term to support our ongoing activities, including costs related to being a public company. Further, we expect to continue to incur net losses for the foreseeable future and have sufficient cash on hand to fund operations into the second quarter of 2023. Our ability to fund our product development and clinical operations as well as commercialization of our product candidates will depend on the amount and timing of cash available to fund operations. Our future liquidity and capital funding requirements will depend on numerous factors, including:

•our ability to retain our current employees;

•our revenue growth;

•the ability to obtain third-party payor reimbursement for our current products;

•debt service requirements;

•our commercial activities, including sales and marketing;

•our ability to reduce or contain certain costs and expenses;

•the emergence and effect of competing or complementary products;

•the outcome, timing, and cost of meeting regulatory requirements established by the FDA, or comparable foreign regulatory authorities;

•the cash requirements of developing our programs and our ability and willingness to finance their continued development;

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•the time and cost necessary to respond to technological and market developments, including other products that may compete with one or more of our product candidates;

•the impact of the macroeconomic environment; and

•the impact of the COVID-19 pandemic.

Our operating plans may change in the future, and we will need additional funds to meet operational needs and capital requirements associated with such operating plans.

If we fail to obtain additional capital when needed, our ability to operate as a going concern will be harmed, and we may be required to delay, scale back or eliminate some or all of our research and development programs and commercialization efforts and/or reduce our selling, general and administrative expenses, be unable to attract and retain highly-qualified personnel, be unable to obtain and maintain contracts necessary to continue our operations and at affordable rates with competitive terms, refrain from making our contractually required payments when due (including debt payments) and/or be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection.

See the information under the heading “Risk Factors” included in Part I, Item 1A this Form 10-K for risks related to our financial condition.

Funding Requirements

Please see the risks associated with our substantial capital requirements explained more fully under the heading “Risk Factors — If we are unable to successfully complete a strategic acquisition, we may be forced to cease operations altogether or file for bankruptcy protection.” in Part I, Item 1A of this Form 10-K.

Contractual Obligations, Commitments, and Contingencies other than Debt Obligations

We are party to contractual obligations involving commitments to make payments to third parties in the future. Certain contractual obligations are reflected on our Consolidated Balance Sheet as of December 31, 2022, while others are considered future obligations. Our material cash requirements as of December 31, 2022, include the following contractual obligations and commitments arising in the normal course of business, including leases, purchases commitments, and purchase obligations described in more detail below.

Leases

We lease our headquarters in Boston, Massachusetts, under a non-cancelable operating lease with an expiration date of June 1, 2028. We also lease office space in San Francisco, California, under a non-cancelable operating lease that expires on July 31, 2025, and office space in Raleigh, North Carolina, under a non-cancelable operating lease that expires on May 31, 2026.

Effective January 1, 2023, the Company subleased 7,218 square feet of space in Boston, Massachusetts with a stated term of one year and renewal options for two additional years in one year increments. Effective January 6, 2023, the Company subleased the entirety of its 7,654 sq feet of rentable space in Raleigh, North Carolina with a stated term of one year and an option to renew for one twelve-month period, at which time a 3% rate increase will apply.

See Note 8, Leases, in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

Unconditional purchase commitments

We enter into agreements in the normal course of business with various vendors, which are generally cancellable upon notice. Payments due upon cancellation consist only of payments for services provided or expenses incurred, including non-cancellable obligations of service providers, up to the date of cancellation.

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On June 17, 2021, and as amended on August 3, 2021, July 29, 2022 and December 12, 2022 we entered into a non-cancelable purchase obligation for a subscription to the Palantir Foundry cloud platform, including support services, updates, and related professional services with Palantir for $9.3 million payable over three years. As of December 31, 2022, we have paid $4.4 million and have amounts due under the terms of the agreement for the years ended December 31, 2023 and 2024 of $2.3 million and $2.5 million, respectively.

License Agreements

We have various licensing agreements to which we are a party and we are obligated to pay annual license maintenance fees andunder. In addition, we may be required to make milestone payments and to pay royalties and other amounts to third parties. TheSome of the payment obligations under these agreements are contingent upon future events, such as our achievement of specified milestones or generating product revenue, and the amount, timing and likelihood of such payments are not known. Amounts related to contingent milestone payments are not considered contractual obligations as they are contingent on the successful achievement of certain milestones. These contingent milestones may not be achieved. We cannot estimate or predict when, or if, these amounts will become due.

On June 17, 2021, and later amended on August 3, 2021, the Company entered into a non-cancelable purchase obligation for a subscription to the Palantir Foundry cloud platform, including support services, updates, and related professional services with Palantir for $9.3 million payable over three years, continuing through September 30, 2024.

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Other license agreements require us to pay minimum annual maintenance or royalty fees.

See Note 8 in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

9, Commitments and Contingencies, in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

Off-Balance Sheet Arrangements

As of December 31, 2022 and December 31, 2021, in connection with our leased property in San Francisco, California we had $0.4 million in a letter of credit outstanding. On March 10, 2023, the issuer of the landlord’s letter of credit, Silicon Valley Bank, was placed into receivership with the FDIC. Since that date the obligations of Silicon Valley Bank have been assumed by First-Citizens Bank & Trust Company. The landlord has demanded a replacement letter of credit by no later than April 21, 2023.

Director and Officer Indemnification

We have entered into indemnification agreements with our directors and certain officers and employees that will require us, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors, officers, or employees. No demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our consolidated financial statements.

Cash Flows

The following table provides a summary of cash flow data for each applicable period:

Operating Activities

Net cash used in operating activities was $109.0 million for


	Year Ended December 31,
NET CASH PROVIDED BY/(USED IN) (in thousands):	2022		2021
Operating activities	$	(113,895)	$	(109,043)
Investing activities	(9,457)		2,883
Financing activities	2,155		164,077
Net (decrease) increase in cash, cash equivalents, and restricted cash	$	(121,197)	$	57,917
Cash, cash equivalents and restricted cash—beginning of period	169,978		112,061
Cash, cash equivalents and restricted cash—end of period	$	48,781	$	169,978

Operating Activities

Net cash used in operating activities was $113.9 million for the year ended December 31, 2022. Net cash used in operating activities consists of a net loss of $75.5 million, adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments primarily include the change in fair value of earn-out liabilities of $45.3 million, the change in fair value of warrant liabilities of $6.4 million, and net increases in operating assets and

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liabilities (working capital) of $9.8 million, partially offset by stock-based compensation of $13.5 million, depreciation of $3.3 million and an impairment of intangible assets of $2.9 million.

Our outstanding debt as of December 31, 2022, was $30.0 million. Cash interest paid for the years ended December 31, 2022, and 2021 were $3,560 and $3,709, respectively. In accordance with the lenders payment terms the December 2022 interest payment was paid in January 2023 resulting in only eleven monthly cash payments being made during the year ended December 31, 2022 as compared to twelve cash payments being made during the year ended December 31, 2021. As of December 31, 2022, we had $0.4 million of accrued interest included in accrued expenses and other current liabilities on the consolidated balance sheet related to the outstanding debt.

Net cash used in operating activities was $109.0 million for the year ended December 31, 2021. Net cash used in operating activities consists of a net loss of $65.1 million, adjusted for non-cash items and the effect of changes in working capital. Non-cash adjustments primarily include the change in fair value of earn-out liabilities of $47.0 million, million, depreciation of $1.7 million, and net changes in operating assets and liabilities (working capital) of $5.9 million, partially offset by stock-based compensation of $3.8 million, loss on issuance of convertible preferred stock of Legacy Pear of $2.1 million, and depreciation of $1.7 million and net changes in operating assets and liabilities (working capital) of $5.9 million.2.1 million.

Investing Activities

Net cash used in operatinginvesting activities was $679.95 million for 2020.the Net cash used in operating activities consists of a net lossyear ended December 31, 2022, and related primarily to the purchase of investments of $9766.0 million, adjusted for non-cash items and the effectpurchases of changes in working capital. Non-cash adjustments primarily include loss on the issuance of convertible preferred stock of Legacy Pear of $16property and equipment of $3.85 million, stock-based compensation expense of $9 offset by proceeds from the maturity and sale of investments of $60.0 million, depreciation expense of $0.4 million, loss on the extinguishment of debt of $1.0 million, and the change in fair value of Legacy Pear warrants of $0.8 million (increase in ending warrant liability).

Investing Activities.

Net cash provided by investing activities was $2.9 million for the year ended December 31, 2021, related primarily to the maturities of investments offset by the purchase of investments, $3.3 million investment in property and equipment which is primarily internal-use software, and $1.4 million in intangible assets, and a $1.0 million regulatory milestone payment.

Net cash provided by investingFinancing Activities

Net cash provided by financing activities was $582.92 million for 2020the year ended December 31, 2022, and related primarily to proceeds from the maturitiesexercise of investments offset by a regulatory milestone payment and investment in internal-use software.

Financing Activities

Through December 31, 2021, Pear has financed its operations primarily through the Business Combination with THMA (discussed above), the sale of Legacy Pear convertible preferred stock, payments received in connection with collaboration agreements, and borrowings under various credit facilitiesstock options.

Net cash provided by financing activities was $164.1 million for 2021 and related to gross proceeds from the Business Combination of $144.3 175.0 million offset by associated transaction costs of $30.7 million, and proceeds of $19.9 million from the issuance of Legacy Pear preferred convertible stock, offset by transaction costs associated with the Business Combination of $32.8 million.

Net cash provided by financing activities was $91.7 million for 2020 and primarily related to net proceeds from the issuance of Legacy Pear Series D convertible preferred stock of $111.1 million, proceeds from the drawdown on the Perceptive Credit Facility of $30.0 million, $1.0 million of borrowings under the former SVB Term Loan, and proceeds of $0.4 million from the exercise of stock options offset by the repurchase of Legacy Pear common and convertible preferred stock of $32.0 million and the payment to extinguish the former SVB Term Loan in the amount of $17.3 million.

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million from the issuance of Legacy Pear convertible preferred stock.

Related Party Transactions

During the year ended December 31, 2020, in connection withEffective March 15, 2022, we entered into a development agreement with SoftBank Corp., an entity under common control with SVF II Cobbler (DE) LLC (a greater than 5% shareholder of Pear), to develop a Japanese-language digital therapeutic for the treatment of sleep/wake disorders for the Japanese market. See Note 10, Revenue and Contract Balances, in the accompanying notes to the Legacy Pear Series D-2 preferred stock offering, the Company completed a tender offer whereby the Company purchased 2,788,732 shares of Legacy Pear common stock from its President & Chief Executive Officer, and 41,100 Legacy Pear common shares from certain eligible employees, at a purchase price of $3.9433 per share totaling $11.2 million and resulting in a stock-based compensation expense of $7.3 million, representing the difference between the purchase price and the fair value of the Legacy Pear common stock on the date of the sale.

Certain holders of Legacy Pear Series A preferred stock had representation on the Company’s then board of directors and purchased shares of Legacy Pear Series B preferred stock. Certain holders of Legacy Pear Series A and B preferred stock had representation on the Company’s then board of directors and purchased shares of Legacy Pear Series C preferred stock. Certain holders of Legacy Pear Series A, B, and C preferred stock had representation on the Company’s then board of directors and purchased shares of Legacy Pear Series D preferred stock. Certain holders of Legacy Pear Series A, B, C, and D preferred stock had representation on the Company’s then board of directors and purchased PIPE Shares.

Emerging Growth Company Status (JOBS Act)

Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can choose not to take advantage of the extended transition period and comply with the requirements that apply to non-emerging growth companies, and any such election to not take advantage of the extended transition period is irrevocable. We are an “emerging growth company” as defined in Section 2(A) of the Securities Act of 1933, as amended, and have elected to take advantage of the benefits of this extended transition period.

We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public business entities and nonpublic business entities until the earlier of the date we (a) are no longer an emerging growth company or (b) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

In addition, we have chosen to take other exemptions and reduced reporting requirements provided by the JOBS Act and are not required to, among other things:

(a) provide an auditor’s attestation report on Pear’s system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

(b) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; and

(c) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensationconsolidated financial statements included in Part II, Item 8 of this Form 10-K for further information.

Recent Accounting Pronouncements

Refer to the accompanying notes to consolidated financial statements as of and for the years ended December 31, 20212022 and 20202021, included in Part III, Item 8 of this Form 10-K for more information regarding recently issued accounting pronouncements, the timing of their adoption, and its assessment, to the extent it has made one, of their potential impact on its financial condition and results of operations.

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Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements and related disclosures in conformity with US generally accepted accounting principles, or US GAAP, and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. See Note 2 in (‘”US GAAP”), and the Company’s discussion and analysis of its financial condition

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and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported. These estimates and judgments affect the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for further informationreported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. Management bases these estimates on historical experience, known trends and onevents and various other assumptions that it believeswe believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying amounts of assets and liabilities. Actual results may differ materially from these estimates if past experience or other assumptions do not turn out to be substantially accurate.

The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosure of contingent assets and liabilities. We monitor our estimates on an ongoing basis for changes in facts and circumstances, and material changes in these estimates could occur in the future. Actual results may differ materially from these estimates under different assumptions or conditions, or if past experience or other assumptions do not turn out to be substantially accurate. Changes in estimates are recorded in the period in which they become known.

Legacy Pear Preferred and Common Stock Valuations

While our significant accounting policies are described in more detail in Note 2, The fair valueSummary of Legacy Pear’s preferred and Legacy Pear common stock underlying stock awards was determined by the then board of directors. Given the absence of a public trading market, the then board of directors considered numerous objective and subjective factors to determine the fair value of Legacy Pear’s common stock at each board of directors meeting in which stock awards were approved. These factors included, but were not limited to:

•the prices at which we sold our preferred stock to outside investors in arms-length transactions;

•our results of operations, financial position, and capital resources;

•contemporaneous third-party valuations common stock;

•the rights, preferences, and privileges of convertible preferred stock relative to common stock;

•the lack of marketability of common stock;

•stage and development of Pear’s business;

•the history and nature of our business, industry trends and competitive environment,

•general economic conditions; and

•the likelihood of achieving a liquidity event, such as an initial public offering or sale of Pear, given prevailing market conditions.

We determined the fair value per share of the underlying Legacy Pear preferred and Legacy Pear common stock by taking into consideration results obtained from third-party valuations and additional factors that were deemed relevant. The assumptions underlying these valuations represented management’s best estimates, which involved inherent uncertainties and the application of management’s judgment. As a result, if we had used significantly different assumptions or estimates, the fair value of our Legacy Pear preferred and Legacy Pear common stock and our stock-based compensation expense could be materially different. The fair value of the underlying Legacy Pear common stock was determined by the then board of directors until we were listed on Nasdaq on December 3, 2021.

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Table of ContentsSignificant Accounting Policies, to our consolidated financial statements in this Annual Report on Form 10-K, we believe that the following accounting policies are those most critical to the judgments and estimates used in the preparation of our financial statements.

Revenue Recognition

We determine both product; and collaboration and license; and subscription, support, and professional services revenue recognition through the following five-step framework in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments, or, collectively, ASC 606:

•identification of the contract, or contracts, with a customer;

•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; and

•recognition of revenue when, or as, Pear satisfies a performance obligation.

Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. To the extent a contract includes multiple promised goods and services, the Company applies judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. To the extent the goods and services are distinct, it requires an allocation of the transaction price to each performance obligation on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The consideration to be received is allocated among the separate performance obligations based on relative standalone selling prices. The Company typically determines standalone selling prices using an adjusted market assessment approach model, or based upon observable inputs.

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized over time if either (i) the customer simultaneously receives and consumes the benefits provided by the entity’s performance, (ii) the entity’s performance creates or enhances an asset that the customer controls as the asset is created or enhanced, or (iii) the entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to payment for performance completed to date. If the entity does not satisfy a performance obligation over time, the related performance obligation is satisfied at a point in time by transferring the control of a promised good or service to a customer.

Our collaboration and license revenue to date has primarily been generated through two collaboration and license agreements: the Sandoz Agreement and the NIBR Agreement.

In October 2019, Sandoz terminated the Sandoz Agreement, and thereafter Pear assumed the responsibility to commercialize its two lead products, reSET and reSET-O. In October 2019, we began our efforts to self-commercialize reSET and reSET-O. In addition, in June 2020, NIBR terminated their collaboration agreement with the Company related to our schizophrenia and multiple sclerosis product candidate development programs. We will not recognize any revenue under these agreements in the future.

To date, while we have recognized product revenue from the sale of our PDTs, reSET, reSET-O, and Somryst, and although we expect to continue to recognize revenue from the sale of these PDTs, we do not expect to generate significant revenue until 2023. in the foreseeable future.

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Valuation of Earn-Out Liabilities

As discussed in Notes 1, 3, and 4 in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, on December 3, 2021, we completed a Business Combination. In connection with the Business Combination and pursuant to the Business Combination Agreement, eligible Legacy Pear Shareholders are entitled to receive an aggregate of 12,395,62512,395,625 shares of the Company’s Class A common stock (“Earn-Out SharesEarn-Out Shares”) upon the Company achieving certain earn-out triggering events. At the time of closing, the Company recorded the earn-out liabilities upon issuance at its then estimated fair value of the Earn-Out Shares. The fair

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value of the Earn-Out Shares was derived utilizing a Monte Carlo Simulation Method (“MCSMvalue of the Earn-Out Shares was derived utilizing a Monte Carlo Simulation Method (“MCSM”) to assess the likelihood of a triggering event occurring in the specified time frame. Under each scenario, the occurrence of a triggering event is tracked. If one of the thresholds is reached, then the underlying fair value of the common stock at the time of the trigger event is utilized to determine the fair value of the Earn-Out Shares that would be issued. The mean value of the shares estimated over the course of numerous iterations are calculated to arrive at the fair value of the Earn-Out shares. The MCSM utilizes a number of inputs which include the trading price and volatility of the underlying common stock, expected term, risk-free interest rates, expected date of a qualifying event, and qualifying traded share price within the specified time frame. The determination of the fair value of these financial instruments is complex and highly judgmental due to the significant estimation required. In particular, the fair value estimate was sensitive to certain assumptions, such as the volatility of underlying shares. The earn-out liabilities to the Legacy Pear shareholders are measured at the end of each reporting period at fair value with changes in fair value reported in our statement of operations. As of the Closing Date, a liability for fair value of the Earn-Out Shares was estimated and recorded at $95.4 million. As of December 31, 2022, the estimated fair value decreased to $3.0 million, mainly due to changes in the underlying value of the shares of Pear common stock, which was $1.18 on December 31, 2022.

If the applicable triggering event is achieved for a tranche, the Company will account for the Earn-Out Shares for such tranche as issued and outstanding common stock.

Stock-Based Compensation

Accounting for stock-based compensation is a critical accounting policy due to the broad-based equity awards provided to employees at all levels and the use of equity awards as part of the strategy to retain employees as a result of a change of control events. Pear issues stock-based compensation to employees and non-employees, generally in the form of stock options and starting in 2022, in restricted stock units, or RSUs. Compensation expenses for stock options are recognized on a straight-line basis over the requisite service period, which is generally the vesting period. Forfeitures are accounted for when they occur. The fair value of the stock options is measured on the grant date using the Black-Scholes model, which utilizes the following estimates as inputs:

•Expected volatility: determined based on an average of the historical volatility of a peer group of similar public companies;

•Expected term: as our employee stock options have “plain vanilla” characteristics, the expected term is determined using the simplified method, which represents the average of the contractual term of the option and the weighted average vesting period of the option; the contractual life of the option is used for the expected life of non-employee stock options;

•Risk-free interest rate: based upon the US Treasury yield curve in effect at the time of grant; and

•Expected dividend yield: based on our history and current expectation of not paying dividends in the foreseeable future.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company,” as defined by Rule 12b‑2 of the Exchange Act we are not required to provide information under this informationitem.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


Index to Consolidated Financial Statements						Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)						125
Consolidated Balance Sheets						126
Consolidated Statements of Operations and Comprehensive Loss						127
Consolidated Statements of Stockholders' Equity						128
Consolidated Statements of Cash Flows						129
Notes to Consolidated Financial Statements						131

All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and accompanying notes.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Stockholders and the Board of Directors of Pear Therapeutics, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Pear Therapeutics, Inc. and its subsidiaries (the "Company") as of December 31, 20212022 and 20202021, the related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 20212022 and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 20212022 and 20202021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 20212022, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has experienced recurring losses from operations and recurring negative operating cash flows and may be unable to remain in compliance with certain financial covenants required under its credit facility which raiseraises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. Management’s plans include the potential sale of the Company, or all or a portion of the Company’s assets; if management is unable to effect these plans, it may seek protection under bankruptcy or liquidation. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ Deloitte & Touche LLP

Boston, Massachusetts
March 2831, 2022

2023 We have served as the Company’s auditor since 2017.

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Pear Therapeutics, Inc.

CONSOLIDATED BALANCE SHEETS

(dollars in thousands, except per share amounts)


	December 31,
(dollars in thousands, except per share amounts)	2022		2021
Assets
Current assets:
Cash and cash equivalents	$	48,301	$	169,567
Short-term investments	10,971		5,004
Restricted cash - short-term	69		—
Accounts receivable	6,943		1,794
Prepaid expenses and other current assets	6,675		8,876
Total current assets	72,959		185,241
Property and equipment, net	6,076		6,255
Lease right-of-use assets	8,879		—
Restricted cash - long-term	411		411

Other long-term assets	6,804		5,253
Total assets	$	95,129	$	197,160
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	3,263	$	1,806
Accrued expenses and other current liabilities	16,464		17,946
Operating lease liabilities - current	1,984		—
Deferred revenues	284		421
Debt	27,447		26,993
Total current liabilities	49,442		47,166
Operating lease liabilities - non-current	8,176		—
Embedded debt derivative	1,245		675
Warrant liabilities	2,116		8,528
Earn-out liabilities	3,024		48,363
Other long-term liabilities	541		1,994
Total liabilities	64,544		106,726
Commitments and contingencies (Note 9)

Stockholders’ equity:
Preferred stock, $0.0001 par value; 10,000,000 shares authorized as of December 31, 2022; and no shares issued and outstanding as of December 31, 2022 and December 31, 2021	—		—
Common stock, $0.0001 par value; 690,000,000 shares authorized as of December 31, 2022; and 140,454,086 and 137,836,028 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively	14		14
Additional paid-in capital	354,092		338,404
Accumulated deficit	(323,474)		(247,983)
Accumulated other comprehensive loss	(47)		(1)
Total stockholders’ equity	30,585		90,434
Total liabilities and stockholders’ equity	$	95,129	$	197,160

The accompanying notes are an integral part of these consolidated financial statements.

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Pear Therapeutics, Inc.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(dollars in thousands, except per share amounts)


	Year Ended December 31,
(dollars in thousands, except per share amounts)		2022		2021
Revenue
Product revenue		$	10,417	$	3,748
Collaboration and license revenue		872		460
Subscription, support, and professional services revenue		1,405		—
Total revenue		12,694		4,208
Cost and operating expenses
Cost of revenue		8,182		5,233
Research and development		48,311		37,041
Selling, general, and administrative		79,551		67,619
Total cost and operating expenses		136,044		109,893
Loss from operations		(123,350)		(105,685)
Other income (expense):
Interest and other (expense) income, net		(3,892)		(4,144)
Change in estimated fair value of earn-out liabilities		45,339		47,038
Change in estimated fair value of warrant liabilities		6,412		(298)

Loss on issuance of Legacy Pear convertible preferred stock		—		(2,053)
Total other income		47,859		40,543
Net loss		$	(75,491)	$	(65,142)
Unrealized loss on short-term investments		$	(46)	$	(1)
Comprehensive loss		$	(75,537)	$	(65,143)




Net loss per share:
Basic and diluted		$	(0.54)	$	(0.57)

Weighted average common shares outstanding:
Basic and diluted		138,707,278		113,328,450

The accompanying notes are an integral part of these consolidated financial statements.

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Pear Therapeutics, Inc.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(dollars in thousands)



	Common Stock		Additional Paid-In Capital			Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
(dollars in thousands)		Shares			Amount


Balance at January 1, 2021		106,721,878	$	11		$	269,946	$	(182,841)	$	—	$	87,116


















Issuance of Legacy Pear Series D convertible preferred stock, net of issuance costs of $83		4,503,618	—			21,970		—		—		21,970
Exercise of common stock options		1,130,921	—			859		—		—		859
Stock-based compensation expense		—	—			3,810		—		—		3,810
Exercise of Legacy Pear warrants		1,079,686	—			10,907		—		—		10,907
Reverse recapitalization, net of transaction costs (Note 3)		24,399,925	3			142,800		—		—		142,803
Recognition of Warrant liabilities assumed in the Merger (Note 3)		—	—			(16,487)		—		—		(16,487)
Recognition of Earn-out liability (Note 3)		—	—			(95,401)						(95,401)
Other comprehensive loss		—	—			—		—		(1)		(1)
Net loss			—			—		(65,142)		—		(65,142)
Balance at December 31, 2021		137,836,028	$	14		$	338,404	$	(247,983)	$	(1)	$	90,434



	Common Stock		Additional Paid-In Capital			Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
(dollars in thousands)		Shares			Amount
Balance at January 1, 2022		137,836,028	$	14		$	338,404	$	(247,983)	$	(1)	$	90,434




















Exercise of common stock options		2,258,138	—			1,795		—		—		1,795
Exercise of common stock warrants		10	—			—		—		—		—
Issuance of common stock under employee stock purchase plan		359,910	—			360		—		—		360
Stock-based compensation expense		—	—			13,533		—		—		13,533
Other comprehensive loss		—	—			—		—		(46)		(46)
Net loss		—	—			—		(75,491)		—		(75,491)
Balance at December 31, 2022		140,454,086	$	14		$	354,092	$	(323,474)	$	(47)	$	30,585

The accompanying notes are an integral part of these consolidated financial statements.

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Pear Therapeutics, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)


	Year Ended December 31,
(dollars in thousands)	2022		2021
Operating Activities:
Net loss	$	(75,491)	$	(65,142)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	3,347		1,689
Impairment of intangible asset	2,879		—
Amortization of intangible asset	620		563
Amortization of debt discount	453		648
Amortization of right-of-use asset	1,735		—

Accretion and amortization of interest income	(26)		22
Stock-based compensation expense	13,533		3,810
Loss on issuance of Legacy Pear convertible preferred stock	—		2,053
Change in fair value of warrants	(6,412)		298
Change in fair value of earn-out liabilities	(45,339)		(47,038)
Change in fair value of embedded derivative	569		—
Changes in operating assets and liabilities:
Accounts receivable	(5,150)		(1,192)
Prepaid expenses and other assets	(930)		(8,979)
Lease liabilities	(1,700)		—
Accounts payable	4		(3,094)
Accrued expenses, other liabilities and non-current liabilities	(1,841)		7,144
Deferred revenues	(146)		175
Net cash used in operating activities	(113,895)		(109,043)
Investing Activities:
Proceeds from maturities of short-term investments	60,048		16,525
Purchases of short-term investments	(66,035)		(8,014)
Purchases of property and equipment	(3,470)		(3,278)
Purchases of intangible assets	—		(1,350)
Milestone based license fee payment	—		(1,000)
Net cash (used in) provided by investing activities	(9,457)		2,883
Financing Activities:
Proceeds from issuance of Legacy Pear convertible preferred stock, net	—		19,917
Proceeds from Business Combination, net of transactions costs paid	—		144,301
Repayment of note assumed in the Business Combination	—		(1,000)




Proceeds from exercise of stock options	1,795		859
Proceeds from employee stock purchase plan	360		—
Net cash provided by financing activities	2,155		164,077
Net (decrease) increase in cash, cash equivalents and restricted cash	(121,197)		57,917
Cash, cash equivalents and restricted cash—beginning of period	169,978		112,061
Cash, cash equivalents and restricted cash—end of period	$	48,781	$	169,978
Supplemental disclosure of cash flow information:
Cash paid for interest	$	3,560	$	3,709
Supplemental disclosure of non-cash investing and financing information:

Issuance of stock upon exercise of Legacy Pear warrants	$	—	$	10,907

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CONSOLIDATED STATEMENTS OF CASH FLOWS


Recognition of warrant liability	$	—	$	16,487
Recognition of earn-out liabilities	$	—	$	95,401
Note payable and net liabilities assumed in the Business Combination (excluding warrant liabilities)	$	—	$	1,147
Deferred offering and equity issuance costs included in accounts payable and accrued expenses	$	163	$	700
Purchase of intangible asset with seller financing	$	—	$	1,011

Purchases of property and equipment in accounts payable and accrued expenses	$	86	$	388
Purchases of other assets in accounts payable and accrued expenses	$	1,755	$	—

(dollars in thousands)

The accompanying notes are an integral part of these consolidated financial statements.

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Pear Therapeutics, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

1. NATURE OF THE BUSINESS

Organization

Pear Therapeutics, Inc. and subsidiaries (the "Company" or "Pear"), is a leader in prescription digital therapeutics, or PDTs. The Company’s PDTs treat diseases with clinically validated software. The Company obtained FDA marketing authorization for its three products, reSET® (2017), reSET-O® (2018), and Somryst® (2020), all of which are sold as an integrated product with access to our proprietary clinician facing dashboard, PearMD®.

On December 3, 2021, (the “Closing Date”), Thimble Point Acquisition Corp. (“THMA”)Closing Date”), we consummated the previously announced merger pursuant to the Business Combination Agreementa business combination, or the “Business Combination”, pursuant to the terms of the business combination agreement, or “Business Combination Agreement”, dated June 21, 2021, by and among THMA, Pear Therapeutics, Inc. (now Pear Therapeutics (US), Inc.) and Oz Merger Sub, Inc., pursuant to which Oz Merger Sub, Inc. merged with and into Pear Therapeutics (US), Inc.the Company (formerly known as Thimble Point Acquisition Corp., or “THMA”), Pear Therapeutics (US), Inc., a Delaware corporation incorporated on August 14, 2013 (“Pear US” or “Legacy Pear”) (formerly known as Pear Therapeutics, Inc.) and Oz Merger Sub, Inc., pursuant to which Oz Merger Sub, Inc. (a Delaware corporation and wholly-owned subsidiary of THMA, or “Merger Sub”) merged with and into Pear US, with Pear Therapeutics (US), Inc. becomingUS surviving as our wholly owned subsidiary (the “Business Combination”). Upon the closing of the Business Combination, THMA changed its name to Pear Therapeutics, Inc. and Pear Therapeutics, Inc. changed its name. Upon the closing of the Business Combination, THMA changed its name to Pear Therapeutics, Inc. (“Pear” or the “Company”). See Note 3, Business Combination, for further information.

References throughout this Form 10-K to “we,” “us,” the “Company,” “Pear” or “our company” are to Pear Therapeutics, Inc. (formerly known as Thimble Point Acquisition Corp.) and its subsidiaries, and “Legacy Pear” refers to Pear Therapeutics (US), Inc.

In connection with the Business Combination, THMA completed the sale and issuance of 10,280,000 shares of Class A common stock in a fully committed common stock private placement at a purchase price of $10.00 per share (“PIPE Shares”) for an aggregate purchase price of $102,800 (“PIPE Investment”), and a Forward Purchase Agreement Assignment, dated as of December 2, 2021, by and among THMA, the Anchor Investor, and a Pipe Investor (the “Forward Purchase Assignment”); which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, the PIPE Shares were automatically converted into shares of the Company's Class A common stock on a one-for-one basis. In addition, all of the remaining outstanding THMA Class A common shares were separated, pursuant to their terms, into one share of Class A common stock (which totaled 832,899 shares Class A common stock, “Public Shares”) and one-third (1/3) of one redeemable warrant (and THMA’s units ceased trading on the Nasdaq). Further, LP SPAC 1 LLC (the “Anchor Investor”) purchased 6,387,026 shares of Class A common stock at a purchase price of $10.00 per share in connection with the Forward Purchase Agreement, dated as of February 1, 2021, by and between THMA and the Anchor Investor (the “Forward Purchase Agreement”), as amended from time to time, including by the Amendment to Forward Purchase Agreement dated as of June 21, 2021 and the Second Amendment to Forward Purchase Agreement dated as of November 14, 2021 (the “Amended Forward Purchase Agreement”) entered into with THMA on February 1, 2021 (“THMA Sponsor Shares”). Gross proceeds from the Merger totaled approximately $175,001 which included funds held in THMA’s trust account (after giving effect to redemptions). Transaction costs totaled approximately $32,779.

Unless otherwise indicatedprior to the Business Combination, unless otherwise noted or the context otherwise requires, references in this Form 10-Kindicates. References to the “Company”, “our”, and “Pear” refer to the consolidated operations of Pear Therapeutics, Inc. and its subsidiaries. References to THMA refer to the company prior to the consummation of the Business Combination and references to “Legacy Pear” refer to Pear Therapeutics, Inc. (now Pear Therapeutics (US), Inc.) prior to the consummation of the Business Combination.

Legacy Pear was deemed the accounting acquirer in the Business Combination. This determination was primarily based on Legacy Pear’s stockholders prior to the Business Combination having a majority of the voting power in the combined company, Legacy Pear having the ability to appoint a majority of the Board of Directors of the combined company, Legacy Pear’s existing management comprising the senior management of the combined company, Legacy Pear comprising the ongoing operations of the combined company, Legacy Pear being the larger entity based on historical revenues and business operations, and the combined company assuming Legacy Pear’s name. Accordingly, for accounting purposes, the Business Combination was treated as the equivalent of Legacy Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. Under this method of accounting, THMA who was the legal acquirer, is treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. The net assets of THMA are stated at historical cost, with no goodwill or other intangible assets recorded. The equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s Class A common stock, $0.0001 par value per share,

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

issued to Legacy Pear stockholders in connection with the Business Combination. As such, the shares and corresponding capital amounts and earnings per share related to Legacy Pear’s Convertible Preferred Stock (“Legacy Convertible Preferred Stock”) and Legacy Pear common stock prior to the Business Combination have been retroactively restated as shares reflecting the exchange ratio of approximately 1.47 established in the Business Combination. Legacy Pear’s convertible preferred stock previously classified as mezzanine was retroactively adjusted, converted into Class A common stock, and reclassified to permanent as a result of the reverse recapitalization. See Note 3 for more information.

THMA, now Pear Therapeutics, Inc., a Delaware corporationThimble Point Acquisition, Corp. (“THMA”) refer to the Company prior to the consummation of the Business Combination.

THMA, now Pear Therapeutics, Inc., a Delaware corporation, was incorporated on December 1, 2020. Pear Therapeutics (US), Inc., previously known as Pear Therapeutics, Inc. (“Legacy Pear”), is a Delaware corporation incorporated on August 14, 2013. The Company is headquartered in Boston, Massachusetts.

Going Concern

The Company is subject to a number of risks and uncertainties common to early-stage technology-based companies, including, but not limited to, rapid technological changes, protection of its proprietary technology and intellectual property, commercialization of existing and new products, development by competitors of competing products, dependence on key personnel, compliance with government regulations, including compliance with the US. Food and Drug Administration, or FDA (“FDA”), and the ability to secure additional capital to fund operations.

The Company obtained FDA marketing authorization for its three products, reSET® (2017), reSET-O® (2018), and Somryst® (2020). In October 2019, after terminating our agreement with Sandoz Inc., our then collaboration partner, we began the direct commercialization of reSET® and reSET-O®.

The Company has incurred recurring losses since inception and anticipates net losses and negative operating cash flows for the near future and may be unable to remain in compliance with certain financial covenants required under its credit facility. For the year ended December 31, 2021For the year ended December 31, 2022, the Company had a net loss of $6575,142491 and, as of December 31, 20212022, had an accumulated deficit of $247323,983474. As of December 31, 20212022, the Company had $17459,571272 of cash and cash equivalents and short-term investments. Management believes the Company has sufficient cash and cash equivalents to fund operating expenses and capital expenditures into the second quarter of 2023.

While the Company has recorded revenue, revenues have been insufficient to fund operations. Accordingly, the Company has funded its operationsWe require additional capital in order to pursue our strategic objectives. In February 2023, we initiated a process to explore a range of strategic alternatives to maximize shareholder value and engaged an investment bank. Potential strategic alternatives that may be evaluated include a sale or merger of the Company, the sale of all or a portion of the Company’s assets and/or intellectual property, or securing additional financing or partnerships that would enable further development of our programs. There is no set timetable for this process, and there can be no assurance that this strategic review process will result in our pursuing any transaction or that any transaction, if pursued, will be completed. Additionally, there can be no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value. If the strategic process is unsuccessful, our Board may decide to pursue a liquidation or obtain

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(dollars in thousands, except per share amounts)

relief under the US Bankruptcy Code. The Company has hired a financial advisor, if needed, to date through a combination of proceeds raised from equity and debt issuances, including the Business Combination. The Company’s operating costs include the cost of developing and commercializing products as well as providing research services. As a consequenceassist with filing for bankruptcy protection.

As of the date of this filing, Perceptive Credit Holdings III, LP, as administrative agent and lender (“Perceptive”) has alleged that certain defaults or events of default have occurred and are continuing under the terms of the Amended and Restated Credit Agreement and Guaranty with Perceptive Credit Holdings III, LP, (“Perceptive Credit Facility”). Perceptive has not delivered any formal notice of Default or Event of Default. To the extent that any such allegations are valid, Perceptive would have certain rights and remedies under the Perceptive Credit Facility. The Company disputes the allegations and is in discussions with Perceptive to resolve this dispute and otherwise to address the Company’s obligations under the Perceptive Credit Facility. There can be no assurances that such discussions will result in any resolution, and any resolution, or the lack of any resolution, may result in Perceptive exercising remedies under the Perceptive Credit Facility. The lender has not invoked the material adverse change clause as of the date of issuance of these financial statements. The Company is subject to various covenants related to the Perceptive Credit Facility, as defined in Note 7, Indebtedness, entered into on June 30, 2020. A breach of any of these covenants, including a material adverse change in our business, operations, or condition (financial or otherwise), could result in an event of default under the Perceptive Credit Facility, which could cause all of the outstanding indebtedness under the facility to become immediately due and payable. If the acceleration of the debt were to occur, we could also be required to pay a prepayment penalty at the time of the acceleration. As of March 31, 2023, the Company will need to raise additional equity and debt financing thatprepayment penalty is approximately $3.6 million under the terms of the Perceptive Credit Facility.

Based on its recurring losses from operations incurred since inception, our expectation of continuing operating losses for the foreseeable future, negative operating cash flows for the foreseeable future, and the need to raise additional capital to finance its future operations, as well as the risk that the Company’s ability to comply with covenants under Perceptive Credit Facility may be affected by events beyond its control, and it may not be available, if at all, at terms acceptable to the Company to fund future operations. As a resultable to meet those covenants as well as the material adverse change clause in the Perceptive Credit Facility, the Company could be required to delay, scale back or abandon some or all of its development programs and other operations, which could materially harm the Company’s business, prospects, financial condition and operating results. Management believes these uncertainties raise substantial doubt abouthas concluded that there is substantial doubt regarding the Company’s ability to continue as a going concern within one year after the date that these consolidated financial statements are issued. Because of these uncertainties, the accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. Due to the substantial doubt about the Company’s ability to continue operating as a going concern for twelve months from the issuance date of these financial statements and the material adverse change clause in the loan agreement with its lender, the amounts dueAs such, the amounts due under the Perceptive Credit Facility as of December 31, 20212022, have been classified as current in the consolidated balance sheet. The lender has not invoked the material adverse change clause as of the date of issuance of these financial statements. The accompanying consolidated financial statements do not reflect any other adjustments relating to the recoverability and reclassification of assets and liabilities that might be necessary if the Company is unable to continue as a going concern. The Company is subject to various covenants related to the Perceptive Credit Facility entered into on June 30, 2020 (Note 7) and given the substantial doubt about the Company’s ability to continue as a going concern, there is a risk that it may not meet its covenants in the future.

COVID-19 Related Significant Risks and Uncertainties

There continues to be uncertainties regardingOn January 30, 2023, the Biden Administration announced it will end the public health emergency (and national emergency) declarations related to COVID-19 on May 11, 2023. While the COVID-19 pandemic has not materially adversely affected our financial results and business operations through December 31, 2022, COVID-19 continues to present risks to the Company, and we continue to closely monitor the impact of the pandemic of the novel coronavirus, oron all aspects of our business. We are unable to predict the impact that COVID-19. The pandemic has significantly impacted the economic conditions in the US, as federal, state and local governments react to the (including the emergence of new variants) will have on our financial position and operating results in the future.

In response to the COVID-19 pandemic, Congress passed the Coronavirus Aid, Relief and Economic Security Act of 2020, or the “CARES Act”, which was signed into law on March 27, 2020. Under the CARES Act the Company deferred payment of the employer portion of social security taxes through the end of 2020 in the amount of $854. The Company paid 50% or $427 during the year ended December 31, 2021, and included $427 in accrued expenses and other liabilities within the consolidated balance sheet as of December 31, 2021. The Company paid the remaining balance of $427 during the year ended December 31, 2022.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

public health crisis, creating significant uncertainties in the US economy. The downstream impact of various lockdown orders and related economic pullback affect our business and our customers to varying degrees. the Company is closely monitoring the impact of COVID-19 on all aspects of its business, including how it will impact its customers, patients, employees, suppliers, vendors, and business partners. The Company is unable to predict the specific impact that COVID-19 may have on its business, financial position, and operations moving forward due to the numerous uncertainties. Any estimates made herein may change as new events occur and additional information is obtained, and actual results could differ materially from any estimates made herein under different assumptions or conditions. The Company will continue to assess the evolving impact of COVID-19.

In response to the COVID-19 pandemic, Congress passed the Coronavirus Aid, Relief and Economic Security Act of 2020, or the CARES Act, which was signed into law on March 27, 2020. The CARES Act provides for deferred payment of the employer portion of social security taxes through the end of 2020, with 50% of the deferred amount due by December 31, 2021, and the remaining 50% due by December 31, 2022. During the year ended December 31, 2020, the Company deferred payments of $854 of social security taxes, of which $427 is included in accrued expenses and other liabilities and the remaining $427 is included in other long-term liabilities. The company paid $427 during the year ended December 31, 2021, and had $427 included in accrued expenses and other liabilities within the consolidated balance sheet as of December 31, 2021.

2. 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with US generally accepted accounting principles, or GAAP“GAAP”. Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification, or ASC“ASC”, and Accounting Standards Update, or ASU“ASU”, of the Financial Accounting Standards Board, or FASB“FASB”.

The consolidated financial statements as of December 31, 20212022 and 20202021, and for the years ended December 31, 20212022 and 20202021, include the accounts of Pear and its wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements herein.

Certain monetary amounts, percentages, and other figures included elsewhere in these consolidated financial statements have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the percentages that precede them.

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. Adjustment has been made to the Consolidated Statement of Operations for the year ended December 31, 2020, to present the change in fair value of warrant liabilities as a separate line item; this amount was included in the Interest and other (expense) income, net line item in prior years.

Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.

Use of Estimates Use of Estimates

The preparation of the consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of expenses during the reporting periods. On an ongoing basis, the Company evaluates its estimates. The Company bases its estimates on historical experience and various other assumptions that the Company believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from those estimates and changes in estimates are reflected in reported results in the period in which they become known.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Cash, Cash Equivalents, and Restricted Cash

The Company considers only those highly liquid investments, readily convertible to cash, that mature within 90 days from the date of purchase to be cash equivalents. The Company’s cash equivalents include money market funds, commercial paper, and overnight deposits.

The following table reconciles cash, cash equivalents, and restricted cash reported within the Company’s consolidated balance sheets to the total amounts shown in the consolidated statements of cash flows:


	December 31,
Reconciliation of cash, cash equivalents, and restricted cash:	2022		2021

Cash and cash equivalents	$	48,301	$	169,567
Restricted cash - short-term	69		—
Restricted cash - long-term	411		411
Total cash, cash equivalents, and restricted cash	$	48,781	$	169,978

Investments Investments

Investments include marketable securities with maturities of less than one year or where management’s intent is to use the investments to fund current operations or to make them available for current operations. All investments in marketable securities are classified as available for sale and are reported at fair value with unrealized gains and losses excluded from earnings and reported net of tax in accumulated other comprehensive income (loss), which is a component of stockholders’ equity. Unrealized losses that are determined to be other than , which is a component of stockholders’ equity. Unrealized losses that are determined to be other than

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(dollars in thousands, except per share amounts)

temporary, based on current and expected market conditions, are recognized in earnings. Declines in fair value determined to be credit-related are charged to earnings. The cost of marketable securities sold is determined by the specific identification method.

Concentration of Credit Risk

Financial instruments that are potentially subject to a significant concentration of credit risk consist primarily of cash, cash equivalents, investments, restricted cash and accounts receivable. The Company attempts to minimize the risk related to investments by working with highly rated financial institutions that invest in a broad and diverse range of financial instruments as defined by the Company. The Company has established guidelines relative to credit ratings and maturities intended to safeguard principal balances and maintain liquidity. The Company maintains its funds in accordance with its investment policy, which defines allowable investments, specifies credit quality standards and is designed to limit credit exposure to any single issuer. Through December 31, 20212022, and the date of this filing, the Company has not experienced any losses on such deposits. One collaboration partner represented 100% of the Company’s total deferred revenue as of December 31, 2020.

Fair Value Measurements

Fair value is defined as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk of non-performance. The accounting standard establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values requires more judgment. A financial instrument’s categorization within the fair value

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(dollars in thousands, except per share amounts)

hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs that may be used to measure fair value are:

•Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the reporting entity at the measurement date.

•Level 2: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

•Level 3: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Expenditures for repairs and maintenance are expensed as incurred. Depreciation expense is recognized using the straight-line method over the estimated useful lives, which are typically:


Asset Category						Estimated Useful Life
Equipment						3 years
Internal-use software						3 - 5 years
Furniture and fixtures						5 years
Leasehold improvements						Shorter of economic useful life or the remaining lease term

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The Company capitalizes costs incurred to develop internal-use software during the application development stage. Costs related to preliminary project activities and post-implementation activities are expensed as incurred. Internal and external costs incurred in connection with the development of upgrades or enhancements that result in additional functionality are also capitalized. Amortization commences when the software is available for its intended use and is amortized on a straight-line basis over the software’s estimated useful life, calculated using a mid-quarter convention.

Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is included in other income (expense) in the consolidated statements of operations and other comprehensive loss. Major replacements and improvements are capitalized. Expenditures for repairs and maintenance are expensed as incurred.

Intangible Assets

Intangible assets consist of identifiable intangible assets, including developed technology, resulting from the Company’s acquisitions. Acquired identifiable finite-lived intangible assets are amortized on a straight-line basis or accelerated method over the estimated useful lives of the assets. The basis of amortization approximates the pattern in which the assets are utilized, over their estimated useful lives.

Impairment of Long-Lived Assets and Intangible Assets Subject to Amortization

Long-livelived assets primarily include property and equipment and intangible assets, which are included in other long-term assets on the consolidated balance sheets. The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying

Pear Therapeutics, Inc.amount of the asset exceeds the fair value of the asset. Based upon this analysis, due to events occurring in the fourth quarter of 2022, the Company determined that the carrying value of certain intangible assets was not recoverable and recorded a loss on impairment of $2,879, which included $788 in cost of revenue and $2,091 in research and development in the Company's consolidated statement of operations for the year ended December 31, 2022. See Note 9, Commitments and Contingencies, for more information. The Company did not recognize any impairment losses on long-lived assets for the year ended December 31, 2021.

Leases

The Company adopted the leasing standard effective January 1, 2022, using the revised modified retrospective transition method, with comparative periods continuing to be reported under ASC 840 as it was the accounting standard in effect for such period. In the adoption of ASU 2016-02, the Company carried forward the assessment from ASC 840 of whether its contracts contain or are leases, the classification of its leases, and remaining lease terms. The Company did not elect the hindsight practical expedient upon adoption of the new standard.

The most significant impact resulting from the adoption of this new standard was the recognition of $10,614 of an operating right-of-use (“ROU”) assets and $11,860 of operating lease liabilities on the adoption date, January 1, 2022. The difference between the ROU assets and lease liabilities on the accompanying consolidated balance sheet is primarily due to the accrual for lease payments as a result of straight-line lease expense and unamortized tenant incentive liability balances. Existing deferred rent and prepaid rent amounts were removed from the consolidated balance sheets at the date of adoption. The adoption did not have a material impact to the Company's consolidated statements of operations or statement of cash flows.

The Company has made an accounting policy election to keep leases with an initial term of 12 months or less off of the balance sheet and recognize those lease payments in the consolidated statements of income on a straight-line basis over the lease term. The Company has also elected the practical expedient to not separate lease and non-lease components for all of its leases as the non-lease components are not significant to the overall lease costs. If

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amount of the asset exceedsan interest rate is not implicit in a lease, the Company utilizes its incremental borrowing rate for a period closely matching the lease term. Prior to the adoption of ASC 842, the fair value of the asset. The Company did not recognize any impairment losses on long-lived assets for the years ended December 31, 2021 and 2020.

Leases

Rent expense for non-cancelable operating leases, including rent escalation clauses, tenant improvement allowances, and rent-free periods when applicable, is recognizedCompany recorded rent expense on a straight-line basis over the term of the lease with the difference between required lease payments and rent expense recorded as deferred rent. The lease term begins on the commencement date as defined in the lease agreement or when the Company takes possession of or begins to control the physical use of the property, whichever is earlier. Refer to Note 8related lease.

Refer to Note 8, Leases, for further information.

Derivative Liabilities

The Company accounts for derivative financial instruments as either equity or liabilities in accordance with ASC Topic 815, Derivatives and Hedging, or ASC 815, based on the characteristics and provisions of each instrument. Embedded derivatives are required to be bifurcated from the host instruments and recorded at fair value if the derivatives are not clearly and closely related to the host instruments on the date of issuance. Derivative instrument liabilities are classified in the consolidated balance sheets as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

The Company’s Perceptive Credit Facility (see Note 7 for more information) contains certain features that, in accordance with ASC 815, are not clearly and closely related to the host instrument and represent derivatives liabilities that are required to be re-measured at fair value each reporting period. Additionally, Legacy Pear issued Series A and Series D preferred stock warrants, which were classified as derivative liabilities recorded at fair value. See Note 4 and Note 7 for more information. The changes in the fair value of the warrants are recorded as other income (expense) in the Company’s consolidated statements of operations and comprehensive loss.

Legacy Pear Convertible Preferred Stock

In connection with the Business Combination, all Legacy Preferred Shares were converted to Class A common stock. See Notes 1, 3, and 10 for further information.

The Company recorded shares of Legacy Pear convertible preferred stock at their respective estimated fair values on the dates of issuance, net of issuance costs. Legacy Pear’s convertible preferred stock was classified outside of stockholders’ deficit because the holders of such shares had liquidation and redemption rights in the event of a deemed liquidation event that, in certain situations, are not solely within the control of the Company, such as a merger, acquisition, and sale of all or substantially all of the Company’s assets.

See Note 4, Fair Value Measurements, and Note 7, Indebtedness, for more information.

Warrant Liabilities

Management evaluates all of the Company’s financial instruments, including issued Warrants to purchase its Class A common stock, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815-15. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

As of December 31, 20212022, there are 5,013,333 Private Placement Warrants that are exercisable to purchase shares of Class A common stock to investors as well as 9,199,944 Public Warrants934 Public Warrants (see Note 3, Business Combination, for definition). All of the Company’s outstanding Warrants are recognized as assets or liabilities in accordance with ASC 815-40 and adjusts the warrant asset or liability to fair value at each reporting period. The assets or liabilities are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the statement of operations. The Public Warrants are traded on the NASDAQNasdaq and are recorded at fair value using the closing stockwarrant price (Ticker: PEARW) as of the measurement date. The Private Placement Warrants, which have a single holder, have similar terms and are subject to substantially the same redemption features as the Public Warrants. Accordingly, the most advantageous market for the Private Placement Warrants is determined from the perspective of the holder of such warrants as

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an asset. Since any transfer to a non-permitted transferee (i.e., to a market participant) would cause the Private Placement Warrants to become public warrants, the fair value of the Private Placement Warrants is based on the quoted price of the Public Warrants.

Earn-Out Liabilities

In connection with the Business Combination, holders of Legacy Pear Common Shares and Legacy Pear Preferred Shares received the contingent right to receive additional Class A common stock (the “Earn-Out SharesEarn-Out Shares”) upon the achievement of certain earn-out targets. As the contingent earn-out consideration contains a settlement provision that precludes it from being indexed to the Company’s stock, it is classified as a liability under ASC 480. The fair value of the contingent earn-out consideration is estimated as of the acquisition date at the present value of the expected contingent payments using a Monte Carlo simulation. The fair value estimates use unobservable inputs that reflect our own assumptions as to the Company’s ability to meet the earn-out targets and discount rates used in the calculations. The unobservable inputs are defined in ASC Topic 820, “Fair Value Measurements and Disclosures,” as Level 3 inputs.

We review the probabilities of achievement of the earn-out targets to determine the impact on the fair value of the earn-out consideration on a quarterly basis over the earn-out period. Actual results are compared to the

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estimates and probabilities of achievement used in our forecasts. Should actual results of the business increase or decrease as compared to our estimates and assumptions, the estimated fair value of the contingent earn-out consideration liability will increase or decrease, up to the contractual limit, as applicable. Changes in the estimated fair value of the contingent earn-out consideration are recorded in other (expense) income in the Consolidated Statements of Operations and Comprehensive Loss and are reflected in the period in which they are identified. Changes in the estimated fair value of the contingent earn-out consideration may materially impact or cause volatility in our operating results.

Revenue Recognition

The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606) and its related amendments, or, collectively, ASC 606.

“ASC 606”. At inception, the Company determines whether contracts are within the scope of ASC 606 or other topics. For contracts that are determined to be within the scope of ASC 606, revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods and services. To achieve this core principle, the Company applies the following five steps :

(i) identify the contract with the customer;

(ii) identify the performance obligations in the contract;

(iii) determine the transaction price;

(iv) allocate the transaction price to the performance obligations in the contract; and

(v) recognize revenue when the performance obligation is satisfied.

The Company only applies the five-step model to contracts when it determines that collection of substantially all consideration for goods or services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration.

Performance obligations promised in a contract are identified based on the goods and services that will be transferred to the customer that are both capable of being distinct and are distinct in the context of the contract. To the extent a contract includes multiple promised goods and services, the Company applies judgment to determine whether promised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method, depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in management’s

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judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Any estimates, including the effect of the constraint on variable consideration, are evaluated at each reporting period for any changes. DeterminingConsideration payable to customers is recorded as a reduction of the transaction price requires significant judgment, which is discussed in further detail for each of the Company’s collaboration agreements in Note 9. In addition, none. None of the Company’s contracts as of December 31, 2022 or 2021, contained a significant financing component.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company typically determines standalone selling prices using an adjusted market assessment approach model contained a significant financing component.

Product Revenue Recognition—Product revenue includes sales of the Company’s products, reSET, reSET-O and Somryst, all of which are PDTs that have received marketing authorization by the FDA. reSET and reSET-O are FDA-authorized, 12-week, prescription-only therapeutics for substance use disorder, or SUD, and opioid use disorder, or OUD“SUD”, and opioid use disorder, or “OUD”, respectively, to be used as adjuncts to standard outpatient treatment. Our third product, Somryst, achieved FDA marketing authorization in March 2020, for the treatment of chronic insomnia and the Company began to commercialize Somryst in October 2020. Sales of our products include multiple performance obligations, some of which are satisfied at the point in time when the products are for the treatment of chronic insomnia and the Company began to commercialize Somryst in October 2020. Each PDT is sold as an integrated product which includes the patient prescription-only

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therapeutics and clinician access to our proprietary clinician dashboard, PearMD, to track the patient’s progress. We enter into agreements with state and local governments, health care providers and payors, to provide prescriptions which typically provide for volume-based discounts and other discounts (collectively “Access Agreements”). We also enter into arrangements with health care providers and payors that provide for government-mandated and/or privately negotiated rebates and discounts with respect to the purchase of our products. The products can made available to the customer (under a bulk order) or when a prescription is fulfilled, and some of which are recognized over the term of the contract or over the prescription period.

For the year ended December 31, 2021, the majority of our revenue was generated through bulk purchases from three customers, all of whom were state governments or agencies, who represented 34%, 23%, and 10% respectively of total revenue.

Licensing, Milestone and Contract Revenue—Prior to 2021, the Company’s revenue has primarily been generated through collaborative research, development and commercialization agreements, under which it out-licensed certain rights to its products to third parties. The terms of these agreements generally contained multiple performance obligations, which included (i) licenses, or options to obtain licenses, to the Company’s technology and (ii) research and development activities to be performed on behalf of the collaborative partner. Payments to the Company under these arrangements typically include one or more of the following: nonrefundable, up-front license fees; funding of research and/or development efforts; development, regulatory and commercial milestone payments; royalties on net sales of licensed products; and profit-share payments. Each of these payments resulted in license and collaboration revenue, except for revenue from royalties on net sales of licensed products, which are classified as royalty revenue.be sold with and without training and implementation services.

Licenses of Intellectual Property—If the license to the Company’s intellectual property is determined to be distinct from the other performance obligations identified in the arrangement, the Company recognizes revenue from consideration allocated to the license when the license is transferred to the customer and the customer is able to use and benefit from the licenses. For licenses that are combined with other promises, the Company utilizesThe portion of the product revenue for PDT’s is recognized when the products are made available to the customer (via Access Agreements) or when a prescription is fulfilled (via third party reimbursement), and the portion of the product revenue related to the clinician’s access to our proprietary clinician dashboard is deferred and recognized ratably over the remaining term of the contract (if purchased via an Access Agreement) or the prescription duration (if purchased via third party reimbursement). Our proprietary clinician dashboard does not meet the definition of a license to intellectual property as the customer is not able to take possession of the underlying software or contract with a third party to host the dashboard.

Training, Implementation, and Other Professional Services—Training, implementation, and professional services revenue is recognized as control of these services is transferred to customers.

Subscription and Support Revenue Recognition—Subscription and support revenues are comprised of fees that provide customers with access to software licenses and related support and updates during the term of the arrangement. Subscription and support revenues are recognized ratably over the contract terms beginning on the commencement date of each contract, which is the date the Company’s service is made available to the customer and the customer is able to use and benefit from the service.

Multiple Deliverable Arrangements—If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. To the extent a contract includes multiple promised goods and services, the Company applies judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or atpromised goods and services are both capable of being distinct and distinct in the context of the contract. If these criteria are not met, the promised goods and services are accounted for as a combined performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation on a relative standalone selling price (“SSP”) basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a point in time and,distinct service that forms part of a single performance obligation. When goods and if over timeservices are sold separately, the appropriate method of measuring progress for purposes of recognizing revenue from nonrefundable, up-front fees. The CompanyCompany determines SSP based on observable prices, when available. When observable prices are not available, the Company determines SSP based on overall pricing objectives, which take into consideration observable data, market conditions and entity-specific factors. The Company typically determines standalone selling prices using an adjusted market assessment approach model, a cost-plus margin approach, or based upon observable prices.

Changes in the Estimated Transaction Price—The Company may occasionally recognize an adjustment in revenue in the current period for performance obligations partially or fully satisfied in the previous periods resulting from changes in estimates for the transaction price, including any changes to the Company’s assessment of whether an estimate of variable consideration is constrained. For the years ended December 31, 2022 and 2021, the impact on revenue recognized in the current period, from performance obligations partially or fully satisfied in the previous period, was not material.

Customer Concentration—For the year ended December 31, 2022, the majority of our revenue was generated through Access Agreements. For the year ended December 31, 2022, three customers a state government agency, a state department and a state, represented 18%, 14%, and 11%, respectively of total revenue. Additionally all of our subscription, support and professional services revenue, which represented 11% of total revenue, under a pilot offering of a new program by the Medicaid program of a state government. For the year ended December 31,

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evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

Research and Development Funding—Arrangements that include reimbursements of research and development costs are generally combined with other promises and are generally considered to have variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. If and when the Company assesses that these reimbursements are probable, the Company adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect collaboration revenue and earnings in the period of adjustment. Research and development funding arrangements that include milestones are recognized as described below.

Development Milestone Payments—At the inception of each arrangement that includes nonrefundable payments for contingent milestones, including preclinical research and development, clinical development and regulatory milestones, the Company evaluates whether the milestones are considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are received. The transaction price is then allocated to each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance obligation under the contract is satisfied.

At the end of each reporting period, the Company reevaluates the probability of the achievement of contingent milestones and the likelihood of a significant reversal of such milestone revenue and if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would affect revenue and earnings in the period of adjustment. This regular reassessment may result in recognition of revenue related to a contingent milestone payment before the milestone event has been achieved.

Commercial Milestone Payments and Royalties—For arrangements that include sales-based royalties, including milestone payments based on the level of sales and the license is deemed to be the predominant item to which the royalties relate, the Company recognizes revenue at the later of (i) when the related sales occur or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied or partially satisfied.2021, three customers, a state division, and two state departments, represented 34%, 23%, and 10%, respectively of total revenue.

Deferred Revenue—In general, deferred revenue arises from amounts received or invoiced in advance of the culmination of the earnings process and is recognized as revenue in future periods as performance obligations are satisfied. Deferred revenue expected to be recognized within the next twelve months is classified as a current liability. Upfront payment contract liabilities resulting from the Company’s license agreements do not represent a financing component as the payment is not financing the transfer of goods or services, and the technology underlying the licenses granted reflects research and development expenses already incurred by the Company.

Commissions—During the years ended December 31, 20212022 and 20202021, the Company paid commissions to its internal sales team. The Company acts as a principal in the contracts with their partners as the Company controls the product, establishes the price, and bears the risk of non-performance. The Company records the revenue on a gross basis and commissions are recorded as a sales and marketing expense in the consolidated statements of operations and comprehensive loss. The Company recognizes its commission expense as a point-in-time expense as contract obligations are primarily completed within a one-year contract period and commissions are only paid on revenue recognized, not the total value of the contract.

Accounts Receivable and Allowance for Doubtful Accounts—In general, accounts receivable consists of amounts due from customers, net of customer allowances for cash discounts and chargebacks. Our contracts with customers have standard payment terms that generally require payment within 30 days. We analyze accounts that are past due for collectability and periodically evaluate the creditworthiness of our customers. As of December 31, 20212022 and 20202021, we determined an allowance for doubtful accounts was not required based upon our review of contractual payment terms and individual customer circumstances.

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As of December 31, 2022, four customers, represented 33%, 21%, 20%, and 11% of accounts receivable and were a state government agency, a state, and two different Medicaid programs of state governments, respectively. As of December 31, 2021, two customers, each of whom were a state department, represented 33% and 32% of accounts receivable.

Stock-Based Compensation

The Company’s stock-based compensation program allows for grants of common stock options, restricted stock awards, and restricted stock units. Grants are awarded to employees and non-employees, including directors.

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718“ASC 718”. ASC 718 requires all stock-based payments to employees and non-employees to be recognized as an expense in the consolidated statements of operations and comprehensive loss based on their fair values. The Company estimates the fair value of options granted using the Black-Scholes option pricing model, or Black-Scholes“Black-Scholes”. The fair value of the Company’s common stock is used to determine the fair value of restricted stock awards.

Stock-based compensation awards are subject to service-based vesting periods. Compensation expense related to awards to employees and non-employees with service-based vesting conditions are recognized on a straight-line basis based on the grant date fair value over the associated service period of the award, which is generally the vesting term. The Company classifies stock-based compensation expense in the consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. See Note 1112, Stock-Based Compensation, for a description of the types of stock-based awards granted, the compensation expense related to such awards and detail of equity-based awards outstanding.

Black-Scholes requires inputs based on certain subjective assumptions, including (i) the expected stock price volatility, (ii) the expected term of the award, (iii) the risk-free interest rate, and (iv) expected dividends. Due to the lack of a public market for the Company’s common stock and continued lack of sufficient company-specific historical and implied volatility data, the Company has based its computation of expected volatility on the historical volatility of a representative group of public companies with similar characteristics to the Company. The historical volatility is calculated based on a period of time commensurate with the expected term assumption. The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No. 107, Share-Based

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Payment, to calculate the expected term for options granted to employees and non-employees, whereby the expected term equals the arithmetic average of the vesting term and the original contractual term of the options due to its lack of sufficient historical data. The risk-free interest rate is based on US Treasury securities with a maturity date commensurate with the expected term of the associated award. The expected dividend yield is assumed to be zero as the Company has never paid dividends and has no current plans to pay any dividends on its common stock. The Company recognizes forfeitures as they occur.

Due to the absence of an active market for the Company’s common stock prior to the Business Combination, the Company utilized methodologies in accordance with the framework of the American Institute of Certified Public Accountants Technical Practice Aid, Valuation of Privately-Held Company Equity Securities Issued as Compensation, to estimate the fair value of its common stock. In determining the exercise prices for stock options granted, the Company considered the estimated fair value of the common stock as of the measurement date. The estimated fair value of the common stock has been determined at each grant date based upon a variety of factors, including the illiquid nature of the common stock, arm’s-length sales of the Company’s capital stock (including convertible preferred stock), the effect of the rights and preferences of the preferred shareholders and the prospects of a liquidity event. Among other factors are the Company’s financial position and historical financial performance, the status of technological developments within the Company’s research, the composition, and ability of the current research and management team, an evaluation or benchmark of the Company’s competition, and the current business climate in the marketplace. Significant changes to the key assumptions underlying the factors used could result in different fair values of common stock at each valuation date.

Cost of Product Cost of Revenue

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commercialized products, amortization of milestone payments capitalized related to commercialized products, hosting costs, closely correlated or directly related to the delivery of the Company’s products, including pharmacy costs, royalties paid under license agreements related to our commercialized products, amortization of milestone payments capitalized related to commercialized products, hosting costs, third party purchased software and services, and personnel-related costs, including salaries and bonuses and employee benefits., employee benefits, and stock-compensation. In addition, it includes the costs directly related to the delivery of our Subscription, service, and professional Services revenue, such as third party software and third party call center.

Research and Development Costs

Research and development costs are expensed as incurred. Research and development expense primarily consists of expenses incurred in performing research and development activities, including salaries and bonuses, employee benefits, stock-based compensation, facility costs, depreciation, contract services and other outside vendors engaged in conducting development activities and clinical trials, as well as the cost of licensing technology and costs related to collaboration arrangements.

We also include in research and development expenses the costs associated with software development of PDTs to support future commercial opportunities. Development costs of software to be sold, leased, or otherwise marketed are subject to capitalization, beginning when technological feasibility for the product has been established and ending when the product is available for general release. Such costs have not been significant to date as the time lapse between technological feasibility and release is typically short and thus has been included in research and development costs. Costs incurred to enhance our existing products after the general release of the product are expensed in the period they are incurred and included in research and development costs in the accompanying consolidated statements of operations and comprehensive loss.

Milestone Payments

The Company, from time to time, will enter into strategic agreements with third parties, which give the Company rights to develop, market and/or sell PDTs, the rights to which are owned by such third parties. As a result of these agreements, the Company may be obligated to make payments to these third parties contingent upon the achievement of certain pre-determined criteria. For milestones achieved prior to marketing approval of the product, such payments are expensed as research and development. After marketing approval, any additional milestone payments are capitalized and amortized to cost of product

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milestone payments are capitalized and amortized to cost of revenue over the remaining useful life of the asset. All capitalized milestone payments are tested for recoverability whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses consist primarily of personnel-related expenses, including salaries and bonuses, employee benefits, stock-based compensation and marketing expenses, costs to support the commercialization of our products, allocated facilities expenses, depreciation expenses, insurance, executive management travel and professional services expenses, including legal, talent acquisition, audit, accounting, and tax-related services. Facilities costs consist of rent and maintenance of facilities. Costs associated with advertising are expensed in the period incurred and are included in selling, general, and administrative expenses. Advertising expenses were $53,693334 and $15,561693 for the years ended December 31, 20212022 and 20202021, respectively.

Patent Costs

All patent-related costs incurred in connection with the filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure. Such amounts incurred are classified as selling, general, and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.

Income Taxes

The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the Company’s financial statements and tax returns. Deferred tax assets and liabilities are determined based upon the differences between the financial statement carrying amounts, and the tax bases of existing assets and liabilities for the loss and credit carryforwards using enacted tax rates expected to be in effect in the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation

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allowance if it is more likely than not that these assets may not be realized. The Company determines whether a tax position will be sustained upon examination. If it is not more likely than not that a position will be sustained, none of the benefit attributable to the position is recognized. The tax benefit to be recognized for any tax position that meets the more likely than not recognition threshold is calculated as the largest amount that is more than 50% likely of being realized upon resolution of the contingency. The Company accounts for interest and penalties related to uncertain tax positions as part of its provision for income taxes.

Comprehensive Loss

For the years ended December 31, 20212022 and 20202021, the Company’s comprehensive income (loss) consists of its net loss and unrealized gains and losses from investments.

Net Loss Per Share

The Company follows the two-class method when computing net loss per share, or EPS“EPS”, as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed.

Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potential dilutive common shares assuming the dilutive effect of common stock equivalents.

The Company’s convertible preferred stock contractually entitles the holders of such shares to participate in dividends but does not contractually require the holders of such shares to participate in losses of the Company. Accordingly, in periods in which the Company reports a net loss, such losses are not allocated to such participating securities. In periods in which the Company reports a net loss attributable to common stockholders, diluted net loss per share attributable to common stockholders is the same as basic net loss per share attributable to common stockholders, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive

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Pear Therapeutics, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

dilutive common shares assuming the dilutive effect of common stock equivalents. The Company reported a net loss attributable to common stockholders for the years ended December 31, 20212022 and 20202021.

As the Merger has been accounted for as a reverse recapitalization, the consolidated financial statements of the merged entity reflect the continuation of the pre-merger Pear Therapeutics, Inc. financial statements; Pear Therapeutics, Inc. equity has been retroactively adjusted to the earliest period presented to reflect the legal capital of the legal acquirer, THMA. As a result, net loss per share was also retrospectively adjusted for periods ended prior to the Merger. See Note 3 for details of this recapitalization and Note 13, “Business Combination”, for details of this recapitalization and Note 14, Net Loss Per Share, for discussion of the retrospective adjustment of net loss per share.

Segment and Geographic Information

Operating segments are components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision-maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker is its President and Chief Executive Officer, or CEO“CEO”. The Company views its operations as and manages its business in one operating segment operating exclusively in the US.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

one operating segment operating exclusively in the US.

Emerging Growth Company Status

The Jumpstart Our Business Startups Act of 2012 permits an emerging growth company, or EGC“EGC”, such as us to take advantage of an extended transition period to comply with the new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. The Company has elected to use this extended transition period under the JOBS Act until such time the Company is no longer considered to be an EGC, which means that when a standard is issued or revised, it has different applications for public or private companies, we will adopt the new or revised standard at the time private companies adopt the new or revised standard and will do so until such time that we either (i) irrevocably elect to “opt-out” of such extended transition period or (ii) no longer qualify as an EGC.

Deferred Offering Costs

Deferred offering costs include certain legal, accounting, consulting and other third-party fees incurred directly related to an anticipated business combination. The Company defers offering costs classified as a long-term asset until the closing or termination of the business combination. At the closing of the business combination, these costs are recorded in stockholders’ deficit as a reduction of additional paid-in capital. Should the business combination for which those costs relate no longer be considered probable of being consummated, all deferred offering costs will be charged to operating expenses in the statement of operations at such time.

Recently IssuedRecently Adopted Accounting Pronouncements Not Yet Adopted

In February 2016, the FASB, issued ASU 2016-02, Leases (Topic 842), which requiresLeases (Topic 842), as subsequently amended, which provides guidance requiring lessees to record most leases on the balance sheet and recognize the expenserecognize a right-of-use asset (“ROU”) and a lease liability on the balance sheet for substantially all leases, with the exception of short-term leases. Leases are classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations and comprehensive loss in a manner similar to current practice. ASU 2016-02 states that a lessee would recognize a lease liability for the obligation to make lease payments and a right-to-use asset for the underlying asset for the lease term. This standard is applicable to the Company for the annual reporting periods beginning after December 15, 2021. The Company adopted ASCstatements of operations. The Company’s adoption of 842 onthe standard effective January 1, 2022. See Leases above and expects the adoption of ASC 842 to incrementally increase our assets and liabilities, respectively by the right of use asset in the range of $10,500 to $11,700 and by the lease liabilities in the range of $11,500 to $12,700. The impact to the accumulated deficit is expected to be immaterial.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326)Note 8, Leases. The standard, including subsequently issued amendments, requires a financial asset measured at amortized cost basis, such as accounts receivable and certain other financial assets such as available for sale debt securities, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions and reasonable and supportable forecasts that affect the collectability of the reported amount. The new standard is effective for annual reporting periods beginning after December 15, 2022. The Company is still evaluating the impact of ASU 2016-13 on the Company’s consolidated financial statements; however, it does not expect the impact to be material. , for further information.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes-Simplifying the Accounting for Income Taxes. ASU 2019-12 eliminates certain exceptions related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. It also clarifies and simplifies other aspects of the accounting for income taxes. This standard is effective for annual reporting periods beginning after December 15, 2021, and interim periods within annual periods beginning after December 15, 2022. The Company is currently evaluating the potential’s adoption of the standard effective January 1, 2022, did not have a material impact that ASU 2019-12 will have onto its consolidated financial statements and related disclosures; however, it does not expect the impact to be material.

In August 2020June 2016, the FASB issued ASU 2020-06, Debt—Debt with Conversion and OtherNo. 2016-13, Financial Instruments - Credit Losses (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (SubtopicTopic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 amends the guidance on the impairment of financial instruments. This update adds an impairment model (known as the current expected credit losses model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes, as an allowance, its estimate of expected credit losses. In November 2019, the FASB issued ASU No. 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815-40). This update simplifies the accounting for convertible debt instruments by removing certain accounting separation models as well as the accounting for debt instruments with embedded conversion features that), and Leases (Topic 842). ASU 2019-10 changes the effective date of the credit loss standard (ASU 2016-13) to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for smaller reporting companies. Further, the ASU clarifies that operating lease receivables are not required towithin the scope of ASC 326-20 and should instead be accounted for as derivative instruments. The update also updates and improves the consistency of earnings per share calculations forunder

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Pear Therapeutics, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

convertible instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal yearsthe new leasing standard, ASC 842. The Company is currently evaluating the impactadopted ASU 2016-13 on January 1, 2022, and has determined that the implementationadoption of this update willguidance did not have a material impact on the Company’sits consolidated financial statements and related disclosures.

3. Business Combination

As discussed in Note 1, onOn December 3, 2021, the Company consummated a business combination pursuant to the Business Combination Agreement (“BCA”) with THMA dated June 21, 2021. The Business Combination was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accountingAccordingly, THMA, who was the legal acquirer, wasis treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as; in other words the equivalent of Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. Legacy Pear issuing stock for the net assets of THMA, accompanied by a recapitalization. In accordance with GAAP, Legacy Pear was deemed the accounting acquirer primarily based on Legacy Pear’s stockholders prior to the Business Combination having a majority of the voting power in the combined company, Legacy Pear having the ability to appoint a majority of the Board of Directors of the combined company, Legacy Pear’s existing management comprising the senior management of the combined company, Legacy Pear comprising the ongoing operations of the combined company, Legacy Pear being the larger entity based on historical revenues and business operations, and the combined company assuming Legacy Pear’s name. Under this method of accounting, the net assets of THMA are stated at historical cost, with no goodwill or other intangible assets recorded.

Upon the closing of the Business Combination, holdersPursuant to the terms of the Business Combination Agreement, each share of Legacy Pear common stock, par value $0.0001 per share (“Legacy Pear Common Shares”) issued and outstanding immediately prior to the closing of the Business Combination, after giving effect to the conversion of all issued and outstanding shares of Legacy Pear commonpreferred stock received shares of Class A common stock, par value $0.0001 per share (“Legacy Pear Preferred Shares”) to Legacy Pear Common Shares, were canceled and converted into the right to receive a number of shares of Class A common stock, inpar an amount determined by application ofvalue $0.0001 per share (“Class A common stock”) equal to the number of shares of Legacy Pear Common Shares multiplied by the exchange ratio of approximately 1.47 (the “Exchange Ratio”), which was based on Legacy Pear’s implied price per share prior toExchange Ratio”) established in the Business Combination which was based on Legacy Pear’s implied price per share prior to the Business Combination. Legacy Pear Preferred Shares previously classified as mezzanine were retroactively adjusted, converted into Class A common stock, and reclassified to permanent as a result of the reverse recapitalization. In addition, all outstanding equity awards of Legacy Pear were converted into equity awards with the option to purchase Class A common stock with the same terms and conditions adjusted by the exchange ratio of approximately 1.47. The equity structure has been restated in all comparative periods up to the Closing Date to reflect the number of shares of the Company’s Class A common stock, $0.0001 par value per share, issued to Legacy Pear stockholders in connection with the Business Combination. For periods prior to the Business Combination, the reported share and per share amounts have been retroactively converted (“Retroactive ConversionRetroactive Conversion”) by applying the Exchange Ratio. The consolidated assets, liabilities and results of operations

See Note 7, Indebtedness, for information on the Legacy Pear warrants that were exercised prior to the Business Combination are those of Legacy Pear..

In addition, holders of Legacy Pear Common Shares (and Legacy Pear Preferred Shares who converted their shares into Legacy Pear Common Shares in connection with the Merger) received the contingent right to receive up to 12,395,625 additional shares of Class A common stock (the “Earn-Out SharesEarn-Out Shares”) upon the achievement of certain earn-out targets. The holders of Legacy Pear common stockholders can contingentlyCommon Shares are eligible to receive up to 12,395,625 shares in the aggregate of additional shares of Class A common stock in three equal tranches of 4,131,875 shares respectively, upon the Company achieving $12.50, $15.00, or $17.50, respectively, as its volume-weighted average price per share for any 20 trading days within a 30 consecutive trading day period (as adjusted for share splits, reverse share splits, share dividends, reorganizations, recapitalizationsrecapitalization, reclassifications, combination, exchange of shares, or the like) during the period ending on December 3, 2026.

Further, the Company assumed the outstanding Public Warrantswarrants to purchase 9,199,944 shares of the Company’s Class A common stock at $11.50 per share and the outstanding Private Placement Warrants,(the “Public Warrants”) and the outstanding warrants (the “Private Placement Warrants”) held by LJ10 LLC, (the “Sponsor”) (the “Private Placement WarrantsSponsor”) to purchase 5,013,333 shares of the Company’s Class A common stock at $11.50 per share. The Public Warrants and Private Placement Warrants expire five years after the completion of the Business Combination.

five years after the completion of the Business Combination.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

In connection with the Business Combination, the Company incurred approximately $32,779 of equity issuance costs, consisting of underwriting, legal, and other professional fees, $31,400 of which were recorded to additional paid-in capital as a reduction of proceeds and $1,379 of which was recorded as an expense in selling, general, and administrative expenses on the consolidated statement of comprehensive income.

See Note 7 for information on the Legacy Pear warrants thatIn connection with the Business Combination, THMA completed the sale and issuance of 10,280,000 shares of Class A common stock in a fully committed common stock private placement at a purchase price of $10.00 per share (“PIPE Shares”) for an aggregate purchase price of $102,800 (“PIPE Investment”), and a Forward Purchase Agreement Assignment, dated as of December 2, 2021, by and among THMA, the Anchor Investor, and a were exercised prior to the Business Combination.

PIPE investor (the “Forward Purchase Assignment”); which closed simultaneously with the consummation of the Business Combination. Upon the closing of the Business Combination, all of the remaining outstanding THMA Class A common shares were separated, pursuant to their terms, into one share of Class A common stock (which totaled 832,899 shares Class A common stock, “Public Shares”) and one-third (1/3) of one redeemable warrant (and THMA’s units ceased trading on the Nasdaq). Further, KLP SPAC 1 LLC (the “Anchor Investor”) purchased 6,387,026 shares of Class A common stock at a purchase price of $10.00 per share in connection with the Forward Purchase Agreement, dated as of February 1, 2021, by and between THMA and the Anchor Investor (the “Forward Purchase Agreement”), as amended from time to time, including by the Amendment to Forward Purchase Agreement dated as of June 21, 2021, and the Second Amendment to Forward Purchase Agreement dated as of November 14, 2021 (the “Amended Forward Purchase Agreement”), entered into with THMA on February 1, 2021 (“THMA Sponsor Shares”). Gross proceeds from the Business Combination totaled approximately $175,001 which included funds held in THMA’s trust account (after giving effect to redemptions). Transaction costs totaled approximately $32,779.

The following table reconciles the elements of the Business Combination to the consolidated statement of cash flows and the consolidated statement of changes in equity:


	Year Ended December 31, 2021
Cash - THMA trust and cash (net of redemptions)	$	8,331
Cash - PIPE Investors and Forward Purchase Assignment	102,800
Cash - Forward Purchase Agreement (Anchor Investor)	63,870
Gross proceeds (excluding cash due at December 31, 2021 from the Trust Account)	175,001
Less: transaction costs and advisory fees paid	(30,700)
Net proceeds from the Business Combination	144,301
Less: warrant liabilities assumed	(16,487)
Less: repayment of note assumed in the Business Combination	(1,000)
Less: accrued transaction costs at December 31, 2021	(700)
Plus: cash receivable from Trust	345
Less: net liabilities assumed in the Business Combination	(146)
Reverse merger, net of transaction costs	$	126,313

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

The number of shares of common stock outstanding immediately following the consummation of the business combinationBusiness Combination was as follows:


						Class A Common Stock
THMA Public Shares						832,899
THMA Initial Stockholders						6,900,000
Shares Issued pursuant to Forward Purchase Agreement to Anchor Investor						6,387,026
Shares Issued to PIPE Investors and Forward Purchase Assignment						10,280,000
Legacy Pear Equityholders (1)						113,399,293
Total shares of common stock immediately after Business Combination						137,799,218

(1) The number of Legacy Pear shares was determined from the shares of Legacy Pear shares outstanding immediately prior to the closing of the Business Combination converted at the Exchange Ratio of approximately 1.47. All fractional shares were rounded down.

Public Warrants and Private Placement Warrants

As of the Closing Date, the total value of the liability associated with the Public and Private Placement Warrants was $16,487 measured at fair value based on the public warrant quoted price. The Company concluded the warrants met the definition of a liability and have been classified as such on the balance sheet in accordance with the accounting policy described within Note 2. At December 31, 2021, the. The fair value of the warrant liability was $8,528. See Note 102,116 and $8,528 at December 31, 2022 and December 31, 2021, respectively. See Notes 4, Fair Value Measurements, and 11, Capital Stock, for further information on the Public and Private Placement Warrants.

Earn-Out Liabilities

The Company accounts for the potential issuance of the Earn-Out Shares as a contingent consideration arrangement, a liability for which was initially valued and recorded at $95,401, which was estimated by using a Monte Carlo Simulation Method (“MCSM”) for each earn out period. Key inputs and assumptions used in this were the Company’s stock price, expected term, volatility, the risk-free rate, and dividend yield. SomeCertain of these inputs are Level 3 assumptions that are updated each reporting period as the earn-out liabilities are recorded at fair value onat a recurring basiseach reporting date. The Company revalued the earn-out liabilities as of December 31, 2022 and December 31, 2021, and determined the fair value to be $48,3633,024 and $48,363, respectively. The change in the fair value of the earn-out liabilities were recorded in other income (expense) on the statement of operations.

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Pear Therapeutics, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

4. FAIR VALUE MEASUREMENTS

The tables below present certain of our assets and liabilities measured at fair value categorized by the level of input used in the valuation of each asset and liability.


	December 31, 2022
Description	Total Fair Value		Level 1		Level 2		Level 3
Cash equivalents:
Money market funds	$	32,921	$	32,921	$	—	$	—


Debt investments:
US Treasury bills	3,995		3,995		—		—
Corporate bonds	6,976		—		6,976		—

Total debt investments	10,971		3,995		6,976		—
Total assets	$	43,892	$	36,916	$	6,976	$	—
Long-term liabilities:
Embedded debt derivative	$	1,245	$	—	$	—	$	1,245
Warrant liabilities	2,116		1,370		746		—
Earn-out liabilities	3,024		—		—		3,024
Total liabilities	$	6,385	$	1,370	$	746	$	4,269


	December 31, 2021
Description	Total Fair Value		Level 1		Level 2		Level 3
Cash equivalents:
Money market funds	$	129,184	$	129,184	$	—	$	—
Debt investments:
Corporate bonds	1,007		—		1,007		—
Commercial paper	3,998		—		3,998		—
Total debt investments	5,005		—		5,005		—
Total assets	$	134,189	$	129,184	$	5,005	$	—
Long-term liabilities:
Embedded debt derivative	$	675	$	—	$	—	$	675
Warrant liabilities	8,528		5,520		3,008
Earn-out liabilities	48,363		—		—		48,363
Total liabilities	$	57,566	$	5,520	$	3,008	$	49,038

The Company evaluates transfers between levels at the end of each reporting period. There were no transfers of financial instruments between levels during the yearsyear ended December 31, 20212022 and December 31, 20202021.

Cash equivalents—Money market funds included within cash equivalents are classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices in active markets.

Investments—The Company measures its investments at fair value on a recurring basis and classifies those instruments within Level 1 and Level 2 of the fair value hierarchy. US Treasury bills are classified within Level 1 of the fair value hierarchy because pricing is based on quoted market prices for identical instruments in active markets of the reporting date. Marketable securities, including corporate bonds and commercial paper, are classified within Level 2 of the fair value hierarchy because pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined using models or other valuation methodologies. The Company recorded unrealized losses of $146 and $291 in other comprehensive income (loss) on short-term investments for the years ended December 31, 2021 and 2020, respectively. for the

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

Embedded debt derivative years ended December 31, 2022 and 2021, respectively, in other comprehensive income (loss) on short-term investments.

Embedded debt derivative— As described in Note 7As described in Note 7, Indebtedness, the Company concluded that the contingent put options contained in the Perceptive Credit Facility that could require mandatory repayment upon the occurrence of an event of default, change of control, and certain other events represent an embedded derivative required to be bifurcated from the debt host instrument. The embedded debt derivative is measured at fair value using a probability-weighted cash flow valuation methodology,. having aThe change in estimated fair value of the embedded derivative resulted in an expense of $675569 atfor the year ended December 31, 2020, the date2022, which is recorded in Interest and other income in the consolidated statement of issuanceoperations and December 31, 2021comprehensive loss. The determination of the fair value of an embedded debt derivative includes inputs not observable in the market and as such, represents a Level 3 measurement. The methodology utilized requires inputs based on certain subjective assumptions, specifically, probabilities of mandatory debt repayment prior to maturity ranging between 0-1050%.

Warrant liabilities — As a result of the Business Combination on December 3, 2021, the Company recorded a liability for Public and Private Placement Warrants to purchase Class A common stock in the Company’s consolidated financial statements. See Note 3, Business Combination, for further information. The Public Warrants are traded on Nasdaq and are recorded at fair value using the closing stockwarrant price as of the measurement date. The Private Placement Warrants, which have a single holder, have similar terms and are subject to substantially the same redemption features as the Public Warrants. Accordingly, the most advantageous market for the Private Placement Warrants is determined from the perspective of the holder of such warrants as an asset. Since any transfer to a non-permitted transferee (i.e., to a market participant) would cause the Private Placement Warrants to become public warrantsPublic Warrants, the fair value of the Private Placement Warrants is based on the quoted price of the Public Warrants.

As of the Closing Date, the total value of the liability associated with the Public and Private Placement Warrants was $16,487 measured at fair value based on the public warrantPublic Warrant quoted price on Nasdaq (Ticker: PEARW). The Company concluded that the warrants met the definition of a liability and have been classified as such on the balance sheet in accordance with the accounting policy described within Note 2. At December 31, 20212022, the fair value of the warrant liability wasliabilities were $82,528.

Prior to the Business Combination, Legacy Pear issued warrants to purchase Series A and Series D convertible preferred stock, which were exercised on December 1, 2021 and November 30, 2021, respectively, in connection with the Business Combination. The Company measured the fair value of the liabilities related to the Legacy Pear warrants to purchase Series A and Series D convertible preferred stock, using Level 3 inputs. As of December 31, 2020, the fair market value of the Series A and D warrants were estimated using an option pricing model (“OPM”).

The following significant assumptions used in the valuation model to estimate the fair value of the Legacy pear warrant liabilities were as follows:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

The following table reconciles the change in the fair value of the Series A and Series D warrant liabilities valued using Level 3 inputs:

Earn-out liabilities 116.

Earn-out liabilities— Upon the closing of the Business Combination, the Earn-Out Shares were accounted for as a liability because the triggering events that determine the number of shares to be earned included events that were indexed to the common stock of the Company, with the change fair value recognized in Change in the estimated fair value of earn-out liabilities in the consolidated statement of operations.

and comprehensive loss.

The estimated fair value of the Earn-out Shares was determined using a Monte Carlo Simulation Method (“MCSM”)MCSM using the following assumptions at each valuation date:

Current stock price: The stock price was based on the closing price as of the valuation date.

Risk-free interest rate: The risk-free interest rate is based on the US Treasury yield curve in effect at the time of issuance for zero-coupon US Treasury notes with maturities corresponding to the expected seven-year term of the earn-out period.

Expected term: The expected term is the contractual term of the earn-out period.

Expected volatility: The volatility rate was determined using an average of historical volatilities of selected industry peers deemed to be comparable to the Company’s business corresponding to the expected seven-year term of the awards.

Expected dividend yield: The expected dividend yield is zero as the Company currently has no history or expectation of declaring dividends in the foreseeable future.

Refer to Note 3


	December 31,
	2022	2021
Stock price	$1.18	$6.20
Risk-free interest rate	4.07%	1.25%
Expected term (in years)	3.92	4.92
Expected volatility	71.70%	55.00%
Dividend yield	—%	—%

Refer to Note 3, Business Combination, for more information on the triggering events of the Earn-Out Shares. The change in fair value of the earn-out liabilities resulted in other income of $4745,038339 recognized in the Consolidated Statement of Operationsconsolidated statement of operations and comprehensive loss for the year ended December 31, 20212022.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

The following table reconciles the change in the fair value of the earn-out liabilities valued using Level 3 inputs:


	Earn-Out Liabilities
Fair value as of December 31, 2021	$	48,363
Change in fair value	(45,339)
Fair value as of December 31, 2022	$	3,024

5. PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:


	December 31,
	2022		2021
Internal-use software	$	9,581	$	6,591
Equipment	724		579
Furniture and fixtures	711		586
Leasehold improvements	779		509
In process	—		362
Total property and equipment	11,795		8,627
Less: accumulated depreciation	(5,719)		(2,372)
Property and equipment, net	$	6,076	$	6,255

Depreciation expense was $13,689347 and $3811,689 for the years ended December 31, 20212022 and 20202021, respectively.

6. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:


	December 31,
	2022		2021
Compensation and related benefits	$	10,075	$	11,855
Commercial and marketing related costs	845		1,821
Professional services	1,242		1,710
Research and development costs	708		781


Amount due under non-cancelable purchase obligation	1,755		—
Other	1,839		1,779
Total	$	16,464	$	17,946

7. INDEBTEDNESS

Perceptive Credit Facility

On June 30, 2020, the Perceptive Close Date, the Company entered into a Credit Agreement and Guaranty, orthe Perceptive Credit Facility, with Perceptive Credit Holdings III, LP, as administrative agent and lender with a syndicate of other lenders, collectively with Perceptive. The Perceptive Credit Facility, as amended, consists of a secured term loan facility in an aggregate amount of up to $50,000, which will be made available under the following three tranches: (i) Tranche 1 - $30,000, available at the Perceptive Closing Dateclosing on June 30, 2020; (ii) Tranche 2 - $10,000, available no earlierlater than December 31, 2021; and (iii) Tranche 3 - $10,000, available no later than December 31, 2021. The Company did not draw down on the available borrowings under Tranche 2 or Tranche 3.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

The Perceptive Credit Facility will bearbears interest through maturity at a variable rate. Through January 31, 2023, this rate was based upon the one-month LIBOR rate plus 11.0%, subject to a LIBOR floor of 1.0%. As of December 31, 20212022, the interest rate was 1215.0%. The Company is required to make interest-only payments1%. On January 13, 2023, the Company and Perceptive executed the First Amendment to the Amended and Restated Credit Agreement and Guaranty, which replaced the LIBOR benchmark rate with the Secured Overnight Financing Rate (“SOFR”), effective February 1, 2023.

The Company is required to make interest-only payments under this facility until May 31, 2024, after which point the Company will be required to make monthly payments of principal equal to 3.0% of the then outstanding principal until maturity on June 30, 2025, or the Maturity Date“Maturity Date”. If the Company prepays the loan prior to the Maturity Date, it will be required to pay a prepayment fee guaranteeing Perceptive a 1.5 times return on any prepaid amount. As of December 31, 2022, the prepayment penalty was $4,800. A change of control, which includes a new entity or group owning more than 35.0% of the Company’s voting stock, or prior to an IPO, the failure of the existing holders to own at least 35.0% of the Company’s voting stock, trigger triggers a mandatory prepayment of the term loan. The Business Combination did not trigger this clause as existing holders retained greater than 35% of the combined Company’s voting stock. The Company paid issuance costs of $750 in connection with its entry into the Perceptive Credit Facility.

The Company concluded the contingent put options that could require mandatory repayment upon the occurrence of an event of default, change of control, and certain other events represent an embedded derivative required to be bifurcated from the debt host instrument and accounted for separately and recorded an embedded debt derivative of $1,245 and $675 as of December 31, 20202022 and December 31, 2021, respectively. Any changes to the derivative liability in future periods will be recognized as interest and other (expense) income, net in the consolidated statements of operations and comprehensive loss.

The Perceptive Credit Facility is secured by substantially all the assets of the Company, including ourits intellectual property. The Perceptive Credit Facility requires the Company to (i) maintain a minimum aggregate cash balance of $5,000 in one or more controlled accounts, and (ii) as of the last day of each fiscal quarter commencing with the fiscal quarter ending March 31, 2022, report revenuesreport revenue for the trailing twelve (12-) month consecutive period that exceed the amounts set forth in the Perceptive Credit Facility which range from $518,750000 for the fiscal quarter ending MarchDecember 31, 2022, to $125,000 for the fiscal quarter ending March 31, 2025 31, 2025. The Company was not in compliance with the minimum revenue covenant for the quarter ending December 31, 2022, of $18,000 and was in compliance with the minimum cash balance covenant requirement of $5,000. The Perceptive Credit Facility contains various affirmative and negative covenants that limit the Company’s ability to engage in specified types of transactions. The Company was in compliance with the covenants under the Perceptive Credit Facility as of December 31, 2021obtained a waiver of the minimum trailing twelve (12) month revenue requirement for the period ended December 31, 2022 and the period ending March 31, 2023. The Company also obtained a waiver pertaining to the existence of a “going concern” qualification in the accompany opinion of the Company’s auditors in its Annual Report on Form 10-K and any resulting event of default.

The total minimum revenue covenant required for the next twelve months are as follows:


Twelve-Month Period Ended	Minimum Total Revenue
March 31, 2023	$	26,000
June 30, 2023	$	44,000
September 30, 2023	$	69,000
December 31, 2023	$	100,000

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On the Perceptive Closing DateNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

On June 30, 2020, Perceptive received a warrant certificate exercisable into 775,000 shares of Legacy Pear Series C preferred stock, and had the Company borrowed under Tranche 2 or Tranche 3, the Company would have been obligated to issue two additional warrants, the Additional Warrants, to Perceptive each to purchase up to 50,000 shares of Legacy Pear Series C preferred stock. In the event the Company issued Legacy Pear Series D preferred stock, Perceptive had the right to convert the Legacy Pear Series C preferred stock warrant into a warrant to purchase Legacy Pear Series D preferred stock, and the exercise price shall bewould have been automatically adjusted to equal the original per share price for Legacy Pear Series D preferred stock. On the Perceptive Closing DateJune 30, 2020, the Company issued freestanding Legacy Pear Series C preferred stock warrants to Perceptive, which were converted to Legacy Pear Series D preferred stock warrants at the time of the Legacy Pear Series D funding round. The Legacy Pear Series D preferred stock warrants were exercisable for 1,012,672 shares of Legacy Pear Series D preferred stock. The Legacy Pear Series D preferred stock warrants have an exercise price of $5.51 per share and would have expired in 2030 and were exercisable at any time prior to the ten-year anniversary of the Perceptive Closing Date of the Perceptive Credit FacilityJune 30, 2030. At issuance, the Company determined that the warrant iswarrants are liability-classified and would be remeasured at fair value each reporting period, with changes in fair value recorded in the consolidated statements of operations and comprehensive loss. The Additional Warrants would have been issued as warrants to purchase 65,333 shares of Legacy Pear Series D-1 preferred stock. On November 30, 2021, Perceptive net exercised 1,012,672 Legacy Pear Series D warrants pursuant to which Perceptive obtained 629,057 shares of Legacy Pear Series D-1 preferred stock in a cashless exercise, and subsequently converted the 629,057 shares of Legacy Pear Series D-1 preferred stock into 629,057 shares of Legacy Pear common stock which were then converted into 926,232 shares of Class A common stock as adjusted by the exchange ratio based on a per share price of $9.87 per share, the THMA closing price on June 22, 2021. See Notes 1 and 3 for more information.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

On MarchNature of the Business, and 3, Business Combination, for more information.

On June 25, 2022, we amended the Perceptive Credit Facility to adjust certain covenants under the agreement. The amendment included among other things, reducing the required minimum trailing 12-month revenue for the fiscal quarter ending March 31, 2022 through the fiscal quarter ending March 31, 2025.

On the Perceptive Closing Date30, 2020, the Company received proceeds of $28,500, net of fees and expenses of $1,500. As of December 31, 20212022, no further borrowsborrowings were taken under the Perceptive Credit Facility. The outstanding balance of the Perceptive Credit Facility was:


Perceptive Credit Facility	December 31, 2022
Principal	$	30,000
Less: Debt issuance costs and discount at issuance	(2,553)
Net carrying amount	$	27,447

As discussed in Note 1, Nature of the Business, due to the substantial doubt about the Company’s ability to continue operating as a going concern for twelve months from the issuance date of these financial statements, the amounts due as of December 31, 20212022, have been classified as current in the consolidated balance sheet. Future minimum payments, including contractual interest, under the Perceptive Credit Facility as of December 31, 20212022, are as follows:


Years ending December 31,	Amounts
2023	$	3,650
2024	10,603
2025	24,039
Total	38,292
Less:
Interest payable	(8,292)
Unamortized debt issuance costs	(2,553)
Current portion of long-term debt	(27,447)
Long-term debt	$	—

SVB Term Loan (Extinguished June 30, 2020) 8. LEASES

On June 30, 2020, using the proceeds from the Perceptive Credit Facility, the Company paid the then outstanding principal of $14,889, outstanding interest, a termination feeAs described in Note 2, Summary of Signification Accounting Policies, the Company adopted Topic 842, Leases, as of January 1, 2022. Prior period amounts have of $169 and a final payment amount of $1,080, which was equal to 6.75% of all amounts borrowed under the term loan on its then existing loan and security agreement with Silicon Valley Bank, or SVB, or the SVB Term Loan resulting in a loss on extinguishment of debt of $998.

As part of entering into the amendments to the SVB Term Loan in 2019 and 2018, the Company issued warrants to purchase 17,019 and 28,486 shares of Legacy Pear common stock, respectively, at an exercise price of $1.60 and $1.05 per share, respectively, in cash or pursuant to the net exercise provisions of the warrants. The Company estimated the fair value of the warrants at issuance to be $27 and $30, respectively, using the Black Scholes option-pricing model. The warrants would have expired on June 28, 2029 and June 8, 2028, respectively. In addition, in connectionnot been adjusted and continue to be reported in accordance with a borrowing in 2020 the Company issued warrants to purchase 35,817 shares of common stock at an exercise price of $1.60 per share in cash or pursuant to the net exercise provisions of the warrants. The Company estimated the fair value of the warrants at issuance to be $57, using the Black Scholes option-pricing model. The warrants are automatically exercised through cashless exercise if not exercised prior to the expiration date.

In addition, in 2016 with the initial SVB Term Loan, the Company granted the lender a Legacy Pear Series A preferred stock warrant which is exercisable for 32,711 shares of Legacy Pear Series A preferred stock. The exercise price of the Legacy Pear Series A preferred stock warrant was $0.9171 per share and the Series A preferred stock

our historic accounting under Topic 840.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

warrant would have expired on December 22, 2026. On December 1, 2021, in connection with the Business Combination, described in Note 3, SVB net exercised warrants to purchase 32,711 Legacy Pear Series A preferred shares at $0.9171 per share and 28,486 and 52,836 Legacy pear common stock warrants at $1.05 and $1.60 per share, respectively for 81,322 shares of Legacy Pear common stock, par value $0.0001 per share, pursuant to which SVB received 30,673 Legacy Pear Series A Pear preferred shares and 73,547 Legacy Pear Common Shares, and subsequent conversion of the Legacy Pear Common Shares and Legacy Pear Series A preferred shares into 153,454 Class A common stock as adjusted by the exchange ratio of approximately 1.47 based on a per share price of $14.72, the per share consideration in connection with the merger.

8. COMMITMENTS AND CONTINGENCIES

Leases

Lessee Arrangements

As of December 31, 20212022, the Company leases office space under non-cancelable operating leases in three cities,: Boston, Massachusetts, consisting of approximately 19,000 square feet that will expire on June 1, 2028, including approximately 900 square feet that the Company will taketook over on January 1, 2022, San Francisco, California, consisting of approximately 17,000 square feet that will expire on July 31, 2025, and Raleigh, North Carolina, consisting of approximately 7,700 square feet that will expire on May 31, 2026. We have the right and option to extend each of the Boston and Raleigh leases for a five year period.

We recognized rent expense of $2,798 and $2,067 for the years ended December 31, 2021 and 2020, respectively. The Company has $1,007 and $577 in deferred rent recorded within other long-term liabilities in the consolidated balance sheet as of December 31, 2021 and 2020, respectively.

Future commitments under non-cancelable lease agreements are as follows:

In addition to rent, certain leases require the Company to pay additional amounts for taxes, insurance, maintenance and other operating expenses.

Licenses Related to our Commercial Products

As of December 31, 2021In addition to rent, certain leases require the Company to pay additional amounts for taxes, insurance, maintenance, and other operating expenses.

All of the Company's leases are classified as operating leases. The Company does not have finance leases. The components of Lease ROU assets and Lease liabilities are included in the consolidated balance sheets. Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate when measuring operating lease liabilities. As of December 31, 2022, the weighted average remaining lease term is 4.4 years and the weighted average discount rate used to determine the operating lease liability is 10%.

Cash paid for amounts included in the measurement of operating lease liabilities was $2,848 for the year ended December 31, 2022. The Company recognized of rent expense of $2,878 for the year ended December 31, 2022.

Future commitments under non-cancelable lease agreements primarily related to office space are as follows:


Years ending December 31,	Lease Commitments
2023	$	2,912
2024	3,176
2025	2,734
2026	1,587
2027	1,518
2028 and thereafter	773
Total lease payments	12,700
Less: present value adjustment	(2,540)
Present value of total lease liabilities	10,160
Less: lease liabilities - current	(1,984)
Lease liabilities non-current	$	8,176

Disclosures related to periods prior to the adoption of ASC 842

For the year ended December 31, 2021, rent expense was $2,798 recorded on a straight-line basis over the lease term. Deferred rent is the difference between cash payments for rent and the expense recorded. The Company had $1,007 in deferred rent recorded within other long-term liabilities in the consolidated balance sheet as of December 31, 2021. These balances were reclassified upon the adoption of ASC 842 and are included in the respective current and long-term portion of operating lease liabilities in the consolidated balance sheets.

As of December 31, 2021, prior to the adoption of ASC 842, the estimated minimum future lease payments for the next five years and thereafter were as follows:

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)


Years ending December 31,	Lease Commitments
2022	$	2,809
2023	2,912
2024	3,176
2025	2,734
2026 and thereafter	3,879
Total	$	15,510

Subleases

Effective January 1, 2023, the Company subleased 7,218 square feet of office space in Boston, Massachusetts with a stated term of one year and renewal options for two additional years in one year increments. Future minimum lease payments under sublease agreements as of December 31, 2022 are $383, excluding options to extend. This amount is not included in the lease commitment table above.

Effective January 6, 2023, the Company subleased the entirety of its 7,654 square feet of rentable space in Raleigh, North Carolina. The term of the sublease arrangement commenced on January 6, 2023 and expires twelve months thereafter. Future minimum lease payments under sublease agreements at commencement of the lease are $134, excluding options to extend. This amount is not included in the lease commitment table above. The agreement includes an option to renew for one twelve-month period, at which time a 3% rate increase will apply.

9. COMMITMENTS AND CONTINGENCIES

Licenses Related to our Commercial Products

As of December 31, 2022, the Company has four license agreements related to its commercialized products.

The Invention Science Fund I, LLC

The Company entered into a contribution and license agreement for Pharmaceutical Field of Use, or FOU“FOU”, with The Invention Science Fund I, LLC, or ISF, in February 2015, as amended on February 28, 2018, or ISF Contribution and License Agreement. The ISF Contribution and License Agreement superseded an original contribution and license agreement between the Company and ISF dated December 31, 2013. Under the ISF Contribution and License Agreement, ISF granted the Company certain licenses under specified patent rights to develop and commercialize licensed products either independently and/or with a drug combination product for use in connection with the treatment of central nervous system disorders. The ISF Contribution and License Agreement contains minimum annual royalty obligations. To the extent there are sales of a licensed product, the Company is required to pay low-

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

single-digit royalties on net revenue. For the years ended December 31, 2021 and December 31, 2020, thesingle-digit royalties on net revenue. The Company recorded minimum annual royalty fees of $1,050000 and $8001,050 to ISF for the years ended December 31, 2022 and 2021, respectively.

Red 5 Group, LLC

In January 2015, the Company entered into a software license agreement with Red 5 Group, LLC, or Red 5, and in March 2018, the parties entered into an amended and restated software license agreement, or Amended Red 5 Group License. Under the original software license agreement, Red 5 licensed to the Company certain technology and materials relating to the treatment of psychological and substance use disorders, pursuant to which the Company, received, inter alia, an exclusive, worldwide, sublicensable, royalty-bearing license to develop and commercialize integrated products incorporating the licensed technology and materials. The Company agreed to use commercially reasonable efforts to develop integrated products in accordance with the development plan, to introduce any integrated products that gain regulatory approval into the commercial markets, to market integrated products that have gained regulatory approval following such introduction into the market, and to make integrated products that have gained regulatory approval reasonably available to the public.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

In March 2018, pursuant to the Amended Red 5 Group License, the parties expanded the scope of exclusivity of the license, increased certain specified annual license maintenance fees, and required the Company to pay Red 5 an amendment fee, which was paid in April 2018. On July 1, 2021, the parties amended the Amended Red 5 Group License to further clarify certain terms and increase the royalty rate by a de minimisde minimis amount.

To the extent achieved, the Company is obligated to pay up to an aggregate of $400 if certain milestones related to product regulatory approval and commercial sales are achieved in respect to a software/drug combination, which is not currently being pursued by the Company. To the extent there are sales of an integrated product, the Company is required to pay single-digit royalties on net revenues. The Company is entitled to certain reductions and offsets against its royalty and milestone payment obligations, including the annual license maintenance fees.

On July 1, 2021, the parties amended the Amended Red 5 License Agreement to further clarify certain terms and increase the royalty rate by a de minimis amount.

The Company pays minimum annual maintenance fees to Red 5 Group, LLC, or Red 5, in connection with reSET and reSET-O. For the years ended December 31, 2021 and December 31, 2020, theThe Company recorded minimum annual maintenance fees of $250 and $103250 to Red 5 for the years ended December 31, 2022 and 2021, respectively.

BeHealth Solutions, LLC and University of Virginia Patent Foundation

In March 2018, the Company and BeHealth Solutions, LLC, or BeHealth“BeHealth”, entered into an assignment, license and services agreement, or the BeHealth Agreement“BeHealth Agreement”, as well as a consulting agreement. The BeHealth Agreement closed in June 2018 and the Company paid an up-front fee. Under the BeHealth Agreement, the Company obtained license rights to certain technology and materials relating to a therapeutic treatment for insomnia. The consulting agreement is for services to be charged on a time-and-materials basis.

During the year ended December 31, 2020, the Company paid a milestone payment to BeHealth of $750 upon the FDA’s marketing authorization of Somryst, a PDT intended for use in the treatment of adults with chronic insomnia. During September 2021, a commercial milestone under the license agreement with BeHealth was achieved and the Company paid $1,000 during the year ended December 31, 2021. There were no additional milestones achieved or paid during the year ended December 31, 2022. The milestone payments arewere initially capitalized in other long-term assets in the accompanying consolidated balance sheets and amortized on a straight-line basis to cost of product revenue over the estimated useful life of five years. While the Company continues to sell Somryst, during the quarter ended December 31, 2022, the Company’s forecasted future revenue and expense cash flow projections indicated the carrying amounts of this intangible asset may not be recoverable and therefore the Company recorded impairment expense of $788, which is included in cost of revenue in the Company's consolidated statement of operations, during the year ended December 31, 2022.

The BeHealth Agreement continues in force until the expiration of all milestone and royalty payment obligations, unless terminated earlier in accordance with its terms. The Company could be obligated to make payments of up to an additional $26,000 in the aggregate upon achievement of various commercial milestones and a mid-to-high-single-digit royalty on net sales.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

The Company pays royalties based on net revenues of the sales of Somryst to BeHealth Solutions, LLC, or BeHealth, and the University of Virginia Patent Foundation, or UVPF“UVPF”. The Company recorded de minimis royalties to BeHealth and UVPF for the years ended December 31, 20212022 and 2020, respectively2021.

Guarantees and Indemnifications

As permitted under Delaware law, the Company indemnifies its officers, directors and employees for certain events or occurrences that happen by reason of the relationship with, or position held at, the Company. In addition, the indemnification agreements entered into with our former board members, Messrs. Schwab and Lynch, also provide certain indemnification rights to the entities with which they are affiliated. The Company maintains director and officer liability insurance coverage that would generally enable it to recover a portion of any future amounts paid. The Company may also be subject to indemnification obligations by law with respect to the actions of its employees under certain circumstances and in certain jurisdictions. Further, the Company is a party to a variety of agreements in the ordinary course of business under which it may be obligated to indemnify third parties with respect to certain matters. For the years ended December 31, 2021

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

parties with respect to certain matters. For the years ended December 31, 2022 and 20202021, the Company had not experienced any losses related to these indemnification obligations, and no claims were outstanding as of December 31, 20212022. The Company does not expect significant claims related to these indemnification obligations and consequently concluded that the fair value of these obligations is negligible and no related accruals were recorded.

Unconditional Purchase Commitment

On June 17, 2021, and later amended on August 3, 2021 and December 12, 2022, the Company entered into a non-cancelable purchase obligation for a subscription to the Palantir Foundry cloud platform, including support services, updates, and related professional services with Palantir for $9,300 payable over three years, continuing through September 30, 2024. Through December 31, 2021, the Company recorded $2,983 under the terms of the agreement, $2,503 of which is included in prepaid expenses on the consolidated balance sheet as of December 31, 2021.263 payable through September 30, 2024. As of December 31, 2022, under the terms of the agreement we have paid $4,438 and the Company has the following remaining unconditional purchase commit as detailed below:


For the year ending December 31,	Payments
2023	$	2,325
2024	2,500
Total	$	4,825

Assignment and License Agreement

In November 2021, the Company and Waypoint Health Innovations, LLC (“WaypointWaypoint”) entered into an Assignment Agreement and Intellectual Property License Agreement (collectively, the “Waypoint AgreementWaypoint Agreement”). The Waypoint Agreement closed in December 2021, under which the Company obtained software, documentation, and other intellectual property rights relating to the therapeutic treatment of depression. At the same time, the Company entered into a consulting agreement with the Chief Executive Officer of Waypoint to provide certain services to Pear to be charged on a time-and-materials basis. The Company made an upfront payment of $1,350, and is required to make annual payments starting in the second half of 2022 of $250 per year through 2026 or until a commercial milestone payment is made under the agreement. The upfront payment and the net present value of the annual payments of $1,011 were initially capitalized and recorded as an intangible asset in consolidated balance sheet at December 31, 2021closing, and will bewere being amortized over five years. The net present value of the annual payments was recognized as a seller financing liability, and classified within accrued expenses and other current liabilities and other long-term liabilities on the balance sheet. Based upon the decision to pause development of its pipeline candidates indefinitely and our second reduction in our workforce, the Company recorded impairment expense of $2,091, which is included in research and development expenses in the Company's consolidated statement of operations related to this intangible asset during the year ended December 31, 2022.

The Company will be obligated to pay mid-single digit royalties on net revenues of any commercialized products that incorporate the assets obtained under the Waypoint Agreement. Additionally, the Company could be obligated to make payments of up to an additional $2,500 in the aggregate upon achievement of certain regulatory and commercial milestones. Through December 31, 2021, no2022, no royalties have been paid to Waypoint.

Legal Proceedings

The Company is also involved from time to time in various legal proceedings arising in the normal course of business. Although the outcomes of potential legal proceedings are inherently difficult to predict, the Company does not expect the resolution of these occasional legal proceedings to have a material adverse effect on its financial position, results of operations, or cash flow.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

910. PAST COLLABORATION AND LICENSE AGREEMENT REVENUE AND CONTRACT BALANCES

Novartis Agreement (TerminatedContract Balances

The timing of revenue recognition, invoicing, and cash collections results in trade accounts receivable and unbilled receivables (contract assets) and deferred revenue (contract liabilities). We invoice our Access Agreement customers in June 2020)

In March 2018accordance with agreed-upon contractual terms, typically at the beginning of the agreement, or at periodic intervals throughout the contract term. Invoicing may occur subsequent to revenue recognition, resulting in unbilled receivables, or in advance of services being provided, resulting in deferred revenue. Deferred revenue that will be recognized during the twelve-month period from the balance sheet date is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue, which is included in Other long-term liabilities in the accompanying consolidated balance sheets. The following table summarizes the balances of our contract assets and liabilities:


	December 31,
	2022		2021
Contract assets
Trade accounts receivable	$	2,425	$	555
Unbilled receivables	4,518		1,239
Contract liabilities
Deferred revenue - current	284		421
Deferred revenue - non-current	12		22

During the year ended December 31, 2022, the Company recognized revenue of approximately $421 that was included in deferred revenue at December 31, 2021.

Collaboration Arrangements

On March 15, 2022, the Company entered into a collaborationproof of concept agreement with Novartis Institutes for Biomedical Research, or NIBR, or the Novartis AgreementSoftBank Corp., an entity under common control with SVF II Cobbler (DE) LLC, a greater than 5% shareholder of the Company, to develop PDTsa Japanese-language digital therapeutic for Schizophrenia and Multiple Sclerosis, or MS. The two companies worked together towards developing new treatments for patients with schizophrenia and MS to better address the full burden of their illnesses.

On March 30, 2020, NIBR terminated the collaboration agreement for convenience with the Company relative to both the schizophrenia and MS programs. The termination was subject to a 90-day notice period and was effective as of June 29, 2020.

Under the Novartis Agreement, the Company received a non-refundable up-front payment of $5,000. The agreement included research and development funding, as well as future regulatory and commercial milestones and mid-to-high single-digit royalties on net sales of the two products. Contemporaneous with the Novartis Agreement, NIBR purchased 1,158,292 shares of Legacy Pear Series B preferred stock at $4.3167 per share, resulting in aggregate proceeds to the Company of $5,000. The Company allocated the proceeds from NIBR’s purchase of Legacy Pear Series B preferred stock to stockholders’ equity since the purchase price was equal to the price paid by other Legacy Pear Series B investors and the transaction was completed within a short period following the initial Legacy Pear Series B closing. The Company invoiced NIBR and receivedthe treatment of sleep/wake disorders for the Japanese market. The Company fulfilled all of its performance obligations during 2022 and recognized approximately $3,105632 for reimbursement of research and development costscollaboration revenue during the year ended December 31, 20202022.

NIBR had a buyout option with respectSubscription, Support, and Professional Services Agreement

In December, we entered into an agreement with one customer to each of the Schizophreniaprovide, maintain, and MS products, together the Buyout Option. If the Buyout Option was exercised, the license would have converted to a fully paid, perpetual, irrevocablesupport software to calculate, disburse, track and exclusive (asreport incentives to the application) license. The Company determined that the Buyout Option was not priced at a significant discount due to the early nature of both the development efforts and the PDTs market as a whole. Accordingly, the Buyout Option did not represent a material right and was not considered a separate performance obligation.

The Company concluded that the license agreement is within the scope of ASC 606. The Company identified several material promises under the Novartis Agreement, including (i) the license of intellectual property, (ii) continued technical development, regulatory and preclinical activities of the products and (iii) participating on a JSC. The Company determined that the material promises were not distinct from one another and, therefore, combined them as a single performance obligation, or the Novartis Combined License and Development.

The NIBR initial transaction price was composed solely of the $5,000 up-front payment and the initial agreed-upon reimbursement of costs related to certain technical and clinical development activities, or the Pear Novartis Development Efforts. Any potential future payments pursuant to additional Pear Novartis Development Efforts or achievement of regulatory, net sales milestones or royalties were evaluated under the most likely amount method and were not included in the Novartis initial transaction price because the amounts were considered variable consideration and were initially fully constrained. As part of the evaluation of the constraint, the Company considered numerous factors, including that receipt of such payments was largely outside the control of the Company. These amounts were added to the transaction price when the related regulatory or net sales milestones are achieved or as relates to Pear Novartis Development Efforts, as additional amounts are formally approved by the JSC. Due to the lack of historical perspective on efforts necessary to commercialize PDTs, future reimbursements related to continued Pear Novartis Development Efforts could not be reasonably estimated beyond the amounts that were approved at the JSC annually for the succeeding 12 months. Adjustments were recorded on a cumulative catch-up basis. Due to a milestone achievement and increases in JSC approved budgets, the transaction price was increased, resulting in a cumulative catch-up impact on collaboration revenue of approximately $600customer's participants and in accordance with the customer's protocols, including a call center and certain professional services. The subscription service arrangement is cancellable with three months’ notice and fees paid to date are non-refundable. The transaction price for the subscription service arrangement, as of December 31, 2022, was $3,400, and does not include expected consideration related to professional services not yet performed, for which the Company elected to recognized revenue in the amount it has a right to invoice. The Company began performing under this agreement in December 2022, and recognized approximately $1,405 forof subscription, support and professional service revenue during the year ended December 31, 2019.2022.

As the Company identified only

11. CAPITAL STOCK

The Company’s authorized capital stock consists of (a) 690,000,000 shares of common stock, par value $0.0001 per share; and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2022, there were 140,454,086 shares of Class A common stock issued and outstanding and 14,213,267 Warrants to purchase the Company’s Class A one distinct performance obligation in the Novartis Agreement, the entirety of the NIBR transaction price was allocated to the Novartis Combined License and Development and was being common stock outstanding. As of December 31, 2022, there were no shares of preferred stock issued or outstanding.

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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

recognized over the expected term of the agreement, which has been estimated at five years, ratably over the performance period, which, in management’s judgment, was the best measure of progress toward satisfying the performance obligation. The Company utilizes judgment to assess the nature of the combined performance obligation and the appropriate method of measuring progress for purposes of recognizing revenue. The Company evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.

In connection with the termination of the agreement, on the effective date of the termination, June 29, 2020, deferred revenue of $8,261 was recognized.

As of December 31, 2020, there was no remaining deferred revenue from NIBR under this agreement.

10. CAPITAL STOCK

The Company’s authorized capital stock consists of (a) 690,000,000 shares of common stock, par value $0.0001 per share; and (b) 10,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2021, there were 137,836,028 shares of Class A common stock issued and outstanding and 14,213,277 Warrants to purchase the Company’s Class A common stock outstanding. As of December 31, 2021, there were no shares of preferred stock issued or outstanding.

Legacy Convertible Preferred Stock

In connection with the Business Combination, the Legacy Convertible Preferred Stock was retroactively adjusted, converted into Class A common stock, and reclassified to permanent equity as a result of the reverse recapitalization. As of December 31, 2021, there is no Legacy Convertible Preferred Stock authorized, issued or outstanding. The following table summarizes details of Legacy Convertible Preferred Stock authorized, issued and outstanding immediately prior to the Business Combination:

(1) Shares authorized, shares issued and outstanding, and the conversion price/share have been adjusted to reflect the exchange of Legacy Pear’s common stock for Class A common stock at an exchange ratio of approximately 1.47 as a result of the Business Combination. See Note 3 for further information.

The relevant features of the Legacy Pear Series A preferred stock, Legacy Pear Series B preferred stock, Legacy Pear Series C preferred stock and Legacy Pear Series D preferred stock, collectively, the Legacy Preferred Stock, prior to the conversion in the Business Combination, were as follows:

Conversion—The holders of Legacy Pear preferred stock had the right, at their option at any time, to convert any such shares of Legacy Preferred Stock into fully paid and nonassessable shares of Legacy Pear common stock The conversion ratio is determined by dividing the purchase price by the conversion price, which is equal to $0.9171, $4.3167, $7.1935, $6.5388, and $3.9458 per share for the Legacy Pear Series A, B, C, D-1, and D-2 preferred stock, respectively. The conversion price was subject to change if certain dilutive events occurred. Conversion was mandatory upon the closing of a firm commitment, underwritten initial public offering in which the aggregate net proceeds to the Company were at least $100,000 and have an offering price to the public of at least $11.01 per share or upon the election of a majority of the holders of the Legacy Preferred Stock.

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Anti-Dilution Features—Legacy Pear Series D preferred stock contained anti-dilutive features apart from customary adjustments for splits and reverse splits of common stock (collectively, “down round features”). When a series of convertible preferred stock contains non-standard down round features, the Company is required to adjust the conversion price in the event of future stock sales at a lower unit price. In the event down round adjustments are triggered, the values attributable to the adjustment to the convertible preferred stock conversion price are recorded as an increase to additional paid-in capital and an increase to accumulated deficit. For the years ended December 31, 2020 and 2021 no down round features were triggered.

Voting Rights—The holders of the Legacy Preferred Stock voted together with the holders of common stock as a single class and each holder of outstanding shares of Legacy Preferred Stock was entitled to cast the number of votes equal to the number of whole shares of common stock into which the shares of Legacy Preferred Stock held by such holder are convertible as of the record date for determining stockholders entitled to vote on such matter. The holders of record of the shares of Legacy Pear Series D preferred stock, exclusively and as a separate class, were entitled to elect one director of the Company. The holders of record of the shares of Legacy Pear Series B preferred stock, exclusively and as a separate class, were entitled to elect one director of the Company. The holders of record of the shares of Legacy Pear Series A preferred stock, exclusively and as a separate class, were entitled to elect three directors of the Company; and any remaining directors were elected by the holders of record of shares of Legacy Preferred Stock and common stock, voting together as a single class on an as-converted to common stock basis.

Dividends—The holders of Legacy Convertible Preferred Stock were entitled to receive dividends at the rate of 8% of the original issue price for each series of Legacy Convertible Preferred Stock payable only when, as and if, declared by the Company’s board of directors. Through the date of the Business Combination, no dividends had been declared.

Liquidation Rights—In the event of any voluntary or involuntary liquidation, dissolution, or winding-up of the affairs of the Company, each holder of a share of the Legacy Pear Series D preferred stock then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of Legacy Pear Series C, Legacy Pear Series B, Legacy Pear Series A preferred stock and common stock an amount equal to the original purchase price per share ($6.5388 and $3.9458 for Legacy Pear Series D-1 and D-2, respectively), plus any dividends declared, but unpaid thereon. From the remaining assets, Legacy Pear Series C preferred stock then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of Legacy Pear Series B, Legacy Pear Series A preferred stock and common stock an amount equal to $7.1935 per share, plus any dividends declared, but unpaid thereon. From the remaining assets, Legacy Pear Series B preferred stock then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of Legacy Pear Series A preferred stock and common stock an amount equal to $4.3167 per share, plus any dividends declared, but unpaid thereon. From the remaining assets, each holder of a share of the Legacy Pear Series A preferred stock then outstanding was entitled to be paid out of the assets of the Company available for distribution before any payment shall be made to the holders of common stock an amount equal to $0.9171 per share, plus any dividends declared, but unpaid thereon. Any remaining assets were to be distributed among the holders of the shares of Preferred Stock and common stock on a pro-rata basis.

Redemption Rights—Legacy Preferred Stockholders are not entitled to any redemption rights other than those under their liquidation rights previously discussed above.

Legacy Pear Series D Convertible Preferred Stock Issuance

On November 2, 2020, the Company authorized the issuance of 13,377,998 shares of Legacy Pear Series D-1 convertible preferred stock, or the Legacy Pear Series D-1 Preferred Stock, at $4.4400 per share and the issuance of 9,861,666 shares of Legacy Pear Series D-2 convertible preferred stock, or the Legacy Pear Series D-2 Preferred Stock, at $2.6800 per share. On that date, various existing and new investors entered into the Legacy Pear Series D preferred stock purchase agreements, or the Legacy Pear Series D Agreements, which resulted in the issuance of an aggregate 20,344,538 shares of Legacy Pear Series D preferred stock for aggregate gross cash proceeds of

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$112,000. In conjunction with the issuance of Legacy Pear Series D preferred stock, the Company incurred issuance costs totaling $768. In connection with the Legacy Pear Series D-1 Preferred Stock and Legacy Pear D-2 Preferred Stock issuance, the Company recorded a loss of $16,819, which represents the amount by which the estimated fair value of the shares exceeded the cash proceeds received.

In addition, in connection with the Legacy Pear Series D-2 Preferred Stock offering, the Company commenced a tender offer to purchase up to 8,109,888 shares of Legacy Pear common stock or securities convertible into shares of Legacy Pear common stock from certain employees with tenure over four years, former employees and other stockholders, at a purchase price of $3.9433 per share for an aggregate cost of $31,980 excluding fees and expenses of $20. The tender offer expired on December 7, 2020. In connection with the tender offer, the Company purchased 2,788,732 shares of Legacy Pear common stock from the President and CEO, and 41,100 Legacy Pear common shares from certain eligible employees, at a purchase price of $3.9433 per share totaling $11,159 and resulting in a stock-based compensation expense of $7,254, representing the difference between the purchase price and the estimated fair value of the Legacy Pear common stock on the date of the sale. The Company also repurchased 1,656,467 Legacy Pear common shares from other shareholders for a total purchase price of 6,532. In total, the Company repurchased 4,486,299 shares of Legacy Pear common stock from investors having a total purchase price of $17,691.

In addition, the Company repurchased 3,617,798 shares of Legacy Pear Series A preferred stock and 5,791 shares of Legacy Pear Series B preferred stock from certain investors having a total purchase price of $14,289, which exceeded the carrying value of the Legacy Pear preferred stock by $11,053. The excess amount paid over the carrying value for the Legacy Pear common and Legacy Pear preferred stock repurchased from investors has been recorded as a reduction to additional paid-in capital and accumulated deficit in the consolidated statement of stockholders’ equity.

On February 23, 2021, the Company issued 3,058,665 shares of Legacy Pear Series D-1 convertible preferred stock at the price of $6.5388 per share, resulting in proceeds of $20,000, or the Legacy Pear Series D-1 Extension and incurred issuance costs totaling $83. In connection with the Legacy Pear Series D-1 Extension, the Company recorded a loss of $2,053, which represents the amount by which the fair value of the Legacy Pear shares exceeded the cash proceeds received.

As a result of the Business Combination, all of the shares of Legacy Pear stock were converted into Legacy Pear common stock. Each share of Legacy Pear common stock issued and outstanding immediately prior to the closing were canceled and converted into Class A common stock at an exchange ratio of approximately 1.47. See Note 1 for more information.

Warrants to Purchase Class A Common Stock

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Warrants to Purchase Class A Common Stock

In THMA’s initial public offering, it sold units at a price of $10.00 per unit, which consisted of one share of Class A Common Stock, $0.0001 par value, and one-half of a redeemable warrant (each, a “Public Warrants”) that entitles the holders the right to purchase one share of our Class A common stock at a price of $11.50 per share and became exercisable as of 30 days from the date of the Business Combination. The Public Warrants are exercisable at any time and may only be exercised for a whole number of shares. A warrant holder may exercise its Public Warrants only for a whole number of Class A common stock. This means only a whole warrant may be exercised at a given time by a warrant holder. The Public Warrants expire five years after the completion of the Business Combination, or earlier upon redemption or liquidation.

The Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.01 per Pubic Warrant upon a minimum of 30 days’ prior written notice of redemption, and only in the event that the last sale price of the closing price of the Company’s Class A common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which notice of redemption is given. If the Company redeems the Public Warrants as described above, it will have the option to require all Public Warrant holders that wish to exercise to do so on a “cashless basis”. As of December 31, 2021,

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the Company did not redeem the outstanding Public Warrants. As of December 31, 2021the Company did not redeem the outstanding Public Warrants. As of December 31, 2022, there were 9,199,944934 outstanding Public Warrants.

The Company may redeem the outstanding Public Warrants in whole and not in part at a price of $0.10 per Pubic Warrant once the Public Warrants become exercisable, in whole and not in part at $0.10 per Public Warrant upon a minimum of 30 days’ prior written notice of redemption, provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares based on the redemption date and the fair market value of the shares of Class A common stock, and the closing price of the Class A common stock equals or exceeds $10.00 per share (as adjusted) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

The exercise price and number of Class A common stock issuable upon exercise of the Public Warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, except as described below, the Public Warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price.

Simultaneously with the consummation of THMA’s initial public offering, THMA Sponsor LJ1, LLC (the “Sponsor”) purchased an aggregate of 5,013,333 warrantsPrivate Placement Warrants to purchase one share of Class A common stock at an exercise price of $11.50 (the “Private Placement Warrants”) at a price of $1.50 per warrant, generating total proceeds of $7,520 in the aggregate in a private placement.

The Warrant Agreement, dated as of February 1, 2021, by and between the Company and Continental Stock Transfer & Trust Company also obligated the Company to use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the shares of Common Stock issuable upon exercise of the Public Warrants, and to cause the same to become effective and remain effective while the Public Warrants remain outstanding. On December 23, 2021, the Company’s registration statement covering the registration of such shares became effective.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that, so long as they are held by the Sponsor or its permitted transferees: (1) they will not be redeemable by the Company for $0.01 if the criteria listed above under “Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $18.00”; (2) they (including the ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

11.

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At-the-Market (ATM) Offering

On January 3, 2023, the Company entered into an ATM 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. The ATM Agreement authorized an aggregate gross proceeds of up to $150,000. Sales of common stock through the Manager could be made by any method that is deemed an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including by means of ordinary brokers’ transactions at market prices, in block transactions or as otherwise agreed by the Company and the Managers. The Company will 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. As of March 31, 2023, the Company has sold 843,281 shares of its Class A common stock under the ATM Agreement resulting in proceeds to the Company of $980, net of offering costs.

12. STOCK-BASED COMPENSATION AND BENEFIT PLANS

For the years ended December 31, 2021 and 2020, theThe Company incurred stock-based compensation expenses of $313,810533 and $93,026810 for the years ended December 31, 2022 and 2021, respectively.

Stock Incentive Plans

On December 20, 2013, Legacy Pear’s board of directors adopted the 2013 Stock Incentive Plan, or the 2013 Plan, which provided for the grant of stock options, both incentive stock options and nonqualified stock options and restricted stock, to be granted to officers, directors, consultants, and service providers. As last amended and approved by the board of directors on November 3, 2020, the Company was permitted to grant up to 16,727,451 incentive awards under the 2013 Plan.

In connection with the closing of the Business Combination, the Company adopted the 2021 Stock Option and Incentive Award Plan (the “2021 Plan”) a shareholder-approved plan that provides for broad-based equity grants to employees and certain non-employees, including executive officers and permits the granting of restricted stock units (“RSUs”), stock grants, performance based awards, stock options and stock appreciation rights, as well as cash bonus awards.

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Each stock option from the 2013 Plan that was outstanding immediately prior to the Business Combination, whether vested or unvested, were cancelled and exchanged for a stock option to purchase our Class A common stock in the 2021 Plan at a ratio of approximately 1.47. The per share exercise price for each stock option was divided by the ratio of approximately 1.47.

AAs of December 31, 2022, a total of 38,891,801 shares of Class A common stock are reserved under the 2021 Plan, including a total of 32,000,000 shares of our Class A common stock are initially reserved for issuance under the 2021 Plan. The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase each January 1, beginning on January 1, 2022 and ending in 2031, by 5% of the outstanding number of Class A common stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator (Board of Directors).the Company’s board of directors or compensation committee). On January 1, 2023 and 2022, 7,004,708 shares and 6,891,801 shares, respectively were added as available for issuance to the 2021 Plan.

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Common Stock Options

All stock-based awards are measured based on the grant date fair value and are generally recognized on a straight-line basis in the Company’s consolidated statement of operations and comprehensive loss over the period during which the employee is required to perform services in exchange for the award, (generally requiring a four-year vesting period). RSUs granted under the 2021 Plan generally vest over three yearsgenerally four-years.

During the years ended December 31, 2022 and 2021, the Company granted stock options to purchase 1,016,918 and 9,541,714 shares of common stock with aggregate grant date fair values of $2,461 and $30,205, respectively, calculated using the Black-Scholes option-pricing model with the following assumptions:


	Year Ended December 31,
Stock Options		2022	2021
Risk-free interest rate		1.86%	1.01%
Expected volatility		65.69%	68.85%
Expected term (years)		5.42-6.57	5.54-6.7
Expected dividend yield		—%	—%
Weighted average fair value at grant date		$2.42	$5.31

The risk-free interest rate assumption is based upon observed interest rates appropriate for the term of the related stock options. The expected volatility for the Common Stock was determined based on an average of the historical volatility of a peer group of similar public companies. The expected term of stock options was calculated using the average of the contractual term of the option and the weighted-average vesting period of the option, as the Company does not have sufficient history to use an alternative method to the simplified method to calculate an expected term for employees. The Company has not paid a dividend and is not expected to pay a dividend in the foreseeable future.

The fair value of stock options that vested during the years ended December 31, 2022 and 2021 was $9,258 and $1,852, respectively.

The combined stock option activity for the year ended December 31, 2022, is as follows:


	Stock Options	Weighted Average Exercise Price	Weighted-Average Remaining Contractual Life (years)	Aggregate Intrinsic Value


Outstanding at December 31, 2021	19,381,975	$3.02	8.16
Granted	1,016,918	$4.14
Exercised	(2,258,138)	$0.79
Canceled and forfeited	(3,288,541)	$4.97
Outstanding at December 31, 2022	14,852,214	$3.01	7.40	$	1,694
Exercisable at December 31, 2022	9,420,481	$2.07	6.72	$	1,632

As of December 31, 2022, the total unrecognized compensation costs related to non-vested stock options were approximately $14,141 and are expected to be recognized over a weighted average period of 2.48 years.

Restricted Stock Units

RSUs granted under the 2021 Plan generally vest in three equal annual installments over three years, based on continued employment (service period), and are settled upon vesting in shares of the Company’s Class A common stock on a one-for-one basis.

During the years ended December 31, 2021 and 2020, the Company granted stock options, to purchase 9,541,714 and 3,848,401 shares of common stock with aggregate grant date fair values of $30,205 and $2,605, respectively.

Common Stock Options

The combined stock option activity for the year ended December 31, 2021, is as follows:

(1) Number of options and the weighted average exercise price have been adjusted to reflect the exchange of Legacy Pear’s common stock for Class A common stock at an exchange ratio of approximately 1.47 in December 2021 as a result of the Business Combination. See Note 3 for further information.

The weighted-average grant one-for-one basis. The grant-date fair value of stock options granted during the years ended December 31, 2021 and 2020, was $5.31 and $1.00 per share, respectively. The fair value of stock options that vested during the year ended December 31, 2021 was $1,852.

As of December 31, 2021, the total unrecognized compensation costs related to non-vested stock options were approximately $28,894 and are expected to be recognized overRSUs is recognized as expense on a weighted average period of 3.4 years.straight-line basis

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Stock Compensation Expense

The assumptions used to estimate the grant date fair value usingover the requisite service period, which is generally the Black-Scholes option pricing model were as follows:

The Company has classified stock-based compensation in its consolidated statements of operations and comprehensive loss as follows:

(1) In connection with the tender offer in 2020, the Company purchased 2,788,732 shares of common stock from the CEO, and 41,100 common shares from certain eligible employees, at a purchase price of $3.9433 per share totaling $11,159 and resulting in a stock-based compensation expense of $7,254, representing the difference between the purchase price and the estimated fair value of the common stock on the date of the sale.

vesting period. The fair value of RSUs is equal to the closing price of its common stock on the date of the grant.

RSU activity under the 2021 Plan for the year ended December 31, 2022 is as follows:


	Number of Shares	Weighted Average Fair Value
Outstanding as of December 31, 2021	—	—
Granted	8,168,128	$	2.98
Forfeited and canceled	(1,026,583)	3.30
Outstanding as of December 31, 2022	7,141,545	$	2.93

As of December 31, 2022, there was $15,363 of unrecognized compensation cost related to time-based RSUs which is expected to be recognized over a weighted-average period of 2.26 years.

Bonus Program Settled in RSUs

In July 2022, management announced a bonus program where certain employees could receive a range of fixed dollar amounts based on the achievement of certain performance goals, to be settled in RSUs. We awarded 294,010 RSUs, which was determined using the closing price of the Company's Common Stock on November 12, 2022, the date of the Compensation Committee final certification of the Company's performance attainment and the number of awards to be issued to each eligible employee. The awards were classified as liabilities until the number of share awards became fixed once the performance metric was achieved and the grant was approved by the Compensation Committee of the Board of Directors. The awards vest equally over three years as subsequent service is provided to the Company, except for those granted to employees who were included in the reduction in workforce on November 14, 2022 whose terms were modified to allow the first tranche to vest.

Modifications

In conjunction with the reduction in workforce announced on November 14, 2022, the Company modified the terms of certain stock option and RSU awards for approximately 59 impacted employees. These modifications included removal of service conditions for the initial vesting installment of RSU awards, and extended exercise periods for stock options. As a result of these modifications, the Company recorded an $80 reduction in stock based compensation expense for the year ended December 31, 2022.

Employee Stock Purchase Plan

In connection with the closing of the Business Combination, the Company adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”). The 2021 ESPP is a shareholder-approved plan under which substantially all employees may voluntarily enroll to purchase the Company’s Class A common stock through payroll deductions at a price equal to 85% of the lower of the fair market values of the stock as of the beginning or the end of six-month offering periods. An employee’s payroll deductions under the 2021 ESPP are limited to 15% of the employee’s compensation and employees may not purchase more than $25,000 of stock during any calendar year.

A total ofThere were 1,800,000 shares of our Class A common stock areinitially reserved and authorized for issuance under the 2021 ESPP. In addition, theThe number of Class A common stock available for issuance under the 2021 ESPP will automatically increasedincrease each January 1 of each calendar year beginning on January 1, 2022, and ending in 2031, by the lesser of 3,600,000 shares of the Company’s Class A common stock, 5% of the outstanding number of shares of Class A common stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator. As of December 31, 20212022, a total of no5,040,090 shares haveof been issued under the 2021 ESPP.

Class A common stock are available for issuance under the 2021 ESPP. On January 1, 2023, there were 3,600,000 shares added to the 2021 ESPP. We recorded $65 of stock-based

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12.compensation expense related to the 2021 ESPP as of December 31, 2022. There were 359,910 shares issued under the 2021 ESPP for the year ended December 31, 2022.

INCOME TAXES

Stock-Based Compensation Expense

The Company has classified stock-based compensation in its consolidated statements of operations and comprehensive loss as follows:


	Year Ended December 31,
		2022		2021
Cost of revenue		$	375	$	133
Research and development		5,079		1,522
Selling, general, and administrative		8,079		2,155
Total stock-based compensation expense		$	13,533	$	3,810

13. INCOME TAXES

New Tax Legislation

The Inflation Reduction Act was signed into law on August 16, 2022, imposing a 15% corporate alternative minimum tax on adjusted financial statement income and a 1% excise tax on stock repurchases after January 1, 2023. The Act did not have an impact on the Company’s 2022 financial statements.

The Tax Cuts and Jobs Act (“TCJA”) requires taxpayers to capitalize and amortize research and experimental (“R&D”) expenditures under section 174 for tax years beginning after December 31, 2021. This rule became effective for the Company during the year ended December 31, 2022, and resulted in the capitalization of R&D costs of $44,500 for tax purposes. The Company is amortizing these costs over 5 years if the R&D was performed in the US and over 15 years if the R&D was performed outside the US.

Tax Rate

A reconciliation of the US federal statutory income rate to the Company’s effective income tax rate is as follows:


	Years Ended December 31,
	2022		2021
Federal statutory income tax rate	21.0	%	21.0	%
State income taxes, net of federal benefit	6.3	%	8.2	%
Change in fair value of earn-out liability	12.6	%	15.2	%
Permanent differences	1.2	%	(2.6)	%
Federal and state R&D tax credits	3.7	%	3.0	%
Other	(0.3)	%	(1.0)	%
Provision to return adjustment	(0.6)	%	(3.2)	%
Change in deferred tax asset valuation allowance	(43.9)	%	(40.6)	%
Effective income tax rate	—	%	—	%

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Deferred Tax Assets and Liabilities

The components of the Company’s deferred tax assets and liabilities are as follows:


	December 31,
	2022		2021
Deferred tax assets:
Net operating loss carryforwards	$	73,853	$	55,930
Deferred revenues	74		377
R&D credit carryforwards	9,820		7,258
Accrued expenses and other	3,067		2,796
Stock-based compensation expense	2,833		576
Lease liabilities	2,526		—
Capitalized R&D expenses	9,513		—
Depreciation	48		—
Other	309		240
Total deferred tax assets	102,043		67,177

Deferred tax liabilities:
Depreciation	—		(227)
Amortization	(62)		(277)
Lease right-of-use assets	(2,208)		—
Less: valuation allowance	(99,773)		(66,673)
Net deferred taxes	$	—	$	—

The Company had no income tax expense due to the operating loss incurred for the years ended December 31, 20212022 and 20202021. The Company’s management has evaluated the positive and negative evidence bearing upon the realizability of its deferred tax assets and has determined that it is more likely than not that the Company will nullnot recognize the benefits of the net deferred tax assets. As a result, the Company recorded a full valuation allowance at December 31, 20212022 and 20202021. The valuation allowance increased by $2633,423100 during the year ended December 31, 20212022, due to the increase in deferred tax assets, primarily due to net operating loss carryforwards, research and developmentR&D tax credits and accruedcapitalized R&D expenses. The valuation allowance increased by $2126,566423 for the year ended December 31, 20202021.

As of December 31, 20212022, the Company has unused federal and state net operating loss carryforwards, or NOLs (“NOLs”), available for carryforward of $218294,908620 and $172223,082584 respectively. The federal and state NOL carryforwards begin to expire after 2034. Approximately $201277,538250 of the federal NOLs have an indefinite carryover period. The Company also had available research and developmentR&D credits for federal and state income tax purposes of $68,229309 and $1,303912, respectively. Utilization of the NOL, research and development credits and other tax attributes may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to

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ownership change limitations that have occurred previously or could occur in the future. The Company has not yet completed an evaluation of the ownership changes through December 31, 2021R&D credits and other tax attributes may be subject to a substantial annual limitation under Section 382 of the Internal Revenue Code of 1986 due to ownership change limitations that have occurred previously or could occur in the future. The Company has not yet completed an evaluation of the ownership changes through December 31, 2022.

As of December 31, 20212022 and 20202021, the Company had no uncertain tax positions. The Company recognizes both interest and penalties associated with unrecognized tax benefits as a component of income tax expense. The Company has not recorded any interest or penalties for unrecognized tax benefits since its inception.

In the normal course of business, the Company and its subsidiaries may be periodically examined by various taxing authorities. The Company files income tax returns in the US on a federal basis and in certain US states. The associated tax filings remain subject to examination by applicable tax authorities for a certain length of time following the tax year to which those filings relate. With few exceptions, the Company is no longer subject to income tax examinations for years prior to 2017

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Pear Therapeutics, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)

following the tax year to which those filings relate. With few exceptions, the Company is no longer subject to income tax examinations for years prior to 2019.

13. 14. NET LOSS PER SHARE

For periods in which the Company reports a net loss attributable to common stockholders, potentiallyPotentially dilutive securities have been excluded from the computation of diluted net loss per share as their effects would be anti-dilutive. ThereforeFor periods in which the Company reports a net loss attributable to common stockholders, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of diluted net loss per share attributable to common stockholders because including them would have had an anti-dilutive effect:

(1) Prior period results have been adjusted to reflect the exchange of Legacy Pear common stock for Class A common stock at an exchange ratio of approximately 1.47 as a result of the Business Combination. See Note 3 for further information.


	Year Ended December 31,
	2022	2021
Outstanding common stock options	14,852,214	19,381,975
Unvested restricted stock units	7,141,545	—

Private placement warrants to purchase common stock	5,013,333	5,013,333
Public warrants to purchase common stock	9,199,934	9,199,944
Earn-Out Shares	12,395,625	12,395,625
Total	48,602,651	45,990,877

The following table summarizes the computation of basic and diluted net loss per share attributable to common stockholders of the Company for the yearyears ended December 31, 2022 and 2021:


	Year Ended December 31,
		2022		2021
Numerator:


Net loss attributable to common shareholders		$	(75,491)	$	(65,142)
Denominator:
Weighted-average common shares outstanding for basic net loss per share (1)		138,707,278		113,328,450
Basic and diluted net loss per share attributable to common stockholders (1)		$	(0.54)	$	(0.57)

(1) The weighted-average common shares and thus the net loss per share calculations and potentially dilutive security amounts for all periods prior to the Business Combination have been retrospectively adjusted to the equivalent number of shares outstanding immediately after the Business Combination to effect the reverse recapitalization. Historically reported weighted average shares outstanding have been multiplied by the exchange ratio of approximately 1.47. See Note 3 for further information.

Pear Therapeutics, Inc.

15. RESTRUCTURING CHARGES

On July 25, 2022, the Company restructuring of its operations and executed a reduction in workforce of 25 full-time employees. On November 14, 2022, the Company announced a second reduction in workforce further reducing our headcount by approximately 59 employees.

As a result of these reductions in workforce, the Company recorded the following expenses, primarily related to severance, employee benefits and related costs during the year ended December 31, 2022:

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Pear Therapeutics, Inc.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands, except per share amounts)


Line Item in Consolidated Results of Operations	Amount
Research and development	$	1,821
Selling, general, and administrative	1,482
Total	$	3,303

14. RELATED-PARTY TRANSACTIONS

Certain holders of Legacy Pear Series A preferred stock formerly had representation on the Company’s board of directors and purchased shares of Legacy Pear Series B preferred stock pursuant to the Legacy Pear Series B Agreement. Certain holders of Legacy Pear Series A and B preferred stock formerly had representation on the Company’s board of directors and purchased shares of Legacy Pear Series C preferred stock pursuant to the Legacy Pear Series C Agreement. Certain holders of Legacy Pear Series A, B and C preferred stock formerly had representation on the Company’s board of directors and purchased shares of Legacy Pear Series D preferred stock pursuant to the Legacy Pear Series D Agreement.

In December 2020, in connection with the Legacy Pear D-2 Preferred Stock offering, the Company completed a tender offer. In connection with the tender offer, the Company purchased 2,788,732 shares of Legacy Pear common stock from the CEO, and 41,100 Legacy Pear common shares from certain eligible employees, at a purchase price of $3.9433 per share totaling $11,159 and resulting in a stock-based compensation expense of $7,254, representing the difference between the purchase price and the estimated fair value of the Legacy Pear common stock on the date of the sale. The Company also repurchased 1,656,467 Legacy Pear common shares from certain other shareholders for a total purchase price of $6,532. In total, the Company repurchased 4,486,299 shares of Legacy Pear common stock from investors having a total purchase price of $17,691The following table is a reconciliation of the beginning and ending restructuring liability for the year ended December 31, 2022:


Balance as of December 31, 2021	$	—
Accrual and accrual adjustments	3,303
Cash payments	(2,390)
Balance as of December 31, 2022	$	913

The accrued severance, benefits, and associated costs are reflected in accrued expenses and other current liabilities in the consolidated balance sheet as of December 31, 2022.

15. 16. SUBSEQUENT EVENTS

The Company has completed an evaluation of all subsequentWe have evaluated events and transactions occurring after the audited balance sheet date of December 31, 2021 through the filing date of this Annual Report on Form 10-K with the SEC, to ensure that theseour consolidated financial statements include appropriate disclosure of events both recognized in thewere issued and concluded that there were no events or transactions occurring during this period that required recognition or disclosure in our consolidated financial statements as of December 31, 2021, and events which occurred subsequently but were not recognized in the consolidated financial statements. The Company has concluded that no subsequent events, except for matters described in Note 8, Leases, related to the sublease agreements, Note 7, Indebtedness, related to the alleged certain defaults or events of default that may have occurred that require disclosure, exceptand are continuing under the terms of the Perceptive Credit Facility, and as disclosed within these consolidated financial statements and as described in Note 7.Note 11, Capital Stock, related to the offerings under the ATM Agreement.

In addition, as described in Note 1, Nature of the Business, in February 2023, we initiated a process to explore a range of strategic alternatives to maximize shareholder value and have engaged professional advisors. Management can make no assurances that any particular course of action, business arrangement or transaction, or series of transactions, will be pursued, successfully consummated or lead to increased stockholder value. If the strategic process is unsuccessful, our Board may decide to pursue a liquidation or obtain relief under the US Bankruptcy Code. The Company has hired advisors to explore strategic alternatives including, if needed, filing for bankruptcy protection.

* * * * * *

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Background and Remediation of Material Weakness

In connection with our evaluation of disclosure controls and procedures covering our consolidated financial statements as of December 31, 2021, we identified material weaknesses in our internal control over financial reporting. We have concluded that material weaknesses exist in our evaluation of disclosure controls and procedures, including internal control over financial reporting, as we do not have the necessary business processes, personnel and related internal controls to operate in a manner to satisfy the accounting and financial reporting requirements of a public company. These material weaknesses primarily manifested in improper segregation of duties, inadequate design, implementation, and maintenance of adequate information systems controls, including access and change management controls and timely recording of material transactions prior to being a public company.

We are focused on designing and implementing effective internal controls measures to improve our evaluation of disclosure controls and procedures, including internal control over financial reporting, and remediate the material weaknesses. In order to remediate these material weaknesses, we have taken and plan to take the following actions:

▪the hiring and continued hiring of additional accounting staff with public company experience; including a VP, Corporate Controller and Principal Accounting Officer and Director, SEC Reporting and Technical Accounting,

▪implemented a new enterprise resource planning system to replace the prior general ledger package,

▪implementation of the maintenance of adequate information systems controls, including access and change management controls,

▪implementation of additional review controls and processes requiring timely account reconciliation and analyses of certain transactions and accounts,

▪implemented an integrated, collaborative cloud-based audit platform application, and

▪hired a national accounting firm to assist in the design and implementation of controls and remediation of controls gaps.

These actions and planned actions are subject to ongoing evaluation by management and will require testing and validation of design and operating effectiveness of internal controls over financial reporting over future periods. We are committed to the continuous improvement of our internal control over financial reporting and will continue to review the internal controls over financial reporting.

Evaluation of Disclosure Controls and Procedures

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

“Disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the "Exchange Act")Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officerprincipal executive and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officermanagement, with the participation of our principal executive officer and principal financial officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 20212022. Based upon their evaluation, our Chief Executive Officerprincipal executive officer and Chief Financial Officerprincipal financial officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were not effective.

Management’s Annual Report on Internal Control overOver Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’s principal executive officer and principal financial officer and effected by the Company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

This Form 10-K does not include a report of managementManagement conducted the assessment of the effectiveness of the Company’s assessment regarding internal control over financial reporting orbased an attestation report of the company’s registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies. (Instruction 1 to Item 308, Regulation S-K).

Changes in Internal Controls

None.

Limitations on Effectiveness of Internal Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures oron criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013. As a result of this assessment, management concluded that, as of December 31, 2022, our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and implementedwas ineffective due to the material weaknesses described below. As a result, the disclosure controls and procedures were ineffective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding disclosure.

Material Weaknesses in Internal Control Over Financial Reporting

As of December 31, 2022, we did not design or maintain an effective control environment as we did not maintain a sufficient complement of accounting and financial reporting resources commensurate with our financial reporting requirements. As a result, we did not design, implement and maintain effective control activities to ensure the accurate and timely reporting of transactions including revenue and capitalized software transactions.

Planned Remediation

We are focused on designing and implementing effective internal controls and measures to improve our evaluation of disclosure controls and procedures, including internal control over financial reporting, and remediate the

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material weaknesses. In order to remediate the material weaknesses, we have taken and plan to take the following actions:

•Engage external accounting advisory consultants to provide additional depth and breadth in our technical accounting and financial reporting capabilities.

•Design and implement effective internal controls which address the review of supporting documentation and accounting conclusions reached for complex transactions.

As management continues to evaluate and work to improve our internal control over financial reporting, management may determine it is necessary to take additional measures to address the material weaknesses. However, we believe the above actions will be effective in remediating the material weaknesses and we will continue to devote significant time and attention to these remediation efforts. Until the controls have been operating for a sufficient period of time and management has concluded, through testing, that these controls are executed consistently and operating effectively, the material weaknesses described above will continue to exist

Changes in Internal Control over Financial Reporting

Except for controls modified in connection with the remediation of material weaknesses identified in 2021, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the year ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations of Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, errors and instances of fraud, if any, within the company have been or will be detected.

of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

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ITEM 9B. OTHER INFORMATION

On March 25, 2022, the Company entered into the Third Amendment to Credit Agreement and Guaranty, dated as of March 25, 2022 (the “Third Amendment”), by and among Pear US certain subsidiaries of Pear US, and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Under the Third Amendment, (i) the minimum revenue covenant was amended to reduce the minimum annual revenue requirements and (ii) the Company became a guarantor of the Pear US’s obligations. In conjunction with the Third Amendment, the parties entered into an Amended and Restated Security Agreement, dated as of March 25, 2022, by and among the Company, the Administrative Agent and the other parties thereto (the “Security Agreement”) and an Amended and Restated Intercompany Subordination Agreement, dated as of March 25, 2022, by and among the Company, the Administrative Agent and the other parties thereto (the “Subordination Agreement”), pursuant to which the Company joined as a party to each such agreement.

The above summary is not complete and is qualified in its entirety to the full text of the Third Amendment, the Security Agreement and the Intercompany Subordination Agreement, which are included as Exhibits 10.34, 10.35, and 10.36 to this Form 10-K and are incorporated herein by reference.None

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Information About Our Directors and Executive Officers

The following biographical descriptions set forth certain information with respect to our directors and our executive officers as of March 1, 2022:

Dr. Corey McCann, M.D., Ph.D., Chief Executive Officer, President and Director

Dr. McCann has served as the President, Chief Executive Officer of Pear and a Director of Pear since December 2021 and prior to this, held the same positions with Pear US since August 2013. He also served as the President of Pear Therapeutics Securities Corporation, a wholly-owned subsidiary of Pear, since December 2017. Dr. McCann has also served as a member of the board of directors of NOUS Imaging, Inc. a technology company focused on medical imaging software, since March 2020, as director of Eternia Group LLC since August 2011, and as a director of Eternia Group SRL since May 2021. Previously, Dr. McCann served on the board of Edumedics LLC (now known as SentryHealth), a health and wellness solutions technology company, from January 2013 through October 2019, and Resolute Bio, Inc., a biotechnology company developing peptide-based drugs for chronic metabolic and neurological disorders from June 2016 through June 2019. Dr. McCann received his B.S. degree in biology from The Pennsylvania State University, his M.D and Ph.D. from Washington University’s St. Louis School of Medicine, and

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his Ph.D. in neuroscience from Harvard University. We believe Dr. McCann is qualified to serve as a director due to his extensive experience leading and developing Pear, as well as his technical knowledge.

Christopher Guiffre, Chief Financial Officer, Chief Operating Officer, Treasurer and Assistant Secretary

Mr. Guiffre has served as the Chief Financial Officer, Chief Operating Officer, Treasurer and Assistant Secretary of Pear since December 2021 and prior to this, held the same positions with Pear US since December 2017. He has also served as the Treasurer of Pear Therapeutics Securities Corporation, a wholly-owned subsidiary of Pear, since December 2018. From December 2017 through December 2021, he served as Interim Chief Compliance Officer at Legacy Pear. From March 2015 through July 2017, Mr. Guiffre served as the President and Chief Executive Officer of Cerulean Pharma, Inc. (now known as Dare Bioscience, Inc.) (NASDAQ: DARE), a biopharmaceutical company. Mr. Guiffre received his B.S. degree in Marketing from Babson College, his J.D. from Boston College Law School, and M.B.A. from the Boston College Carroll School of Management.

Erin K. Brenner, Chief Product Development Officer

Ms. Brenner has served as the Chief Product Development Officer of Pear since December 2021 and prior to this, held the same position with Pear US since June 2020. Ms. Brenner previously served as Legacy Pear’s Vice President of Portfolio Management from January 2019 through June 2020, and as the Senior Director, Portfolio Management from July 2018 through January 2019. Ms. Brenner worked at GE Healthcare Inc. from 2004 to 2018, including leading the development of GE’s Senographe Pristina mammography platform, and from December 2016 through July 2018, she served as the Global Mammography Product Leader for GE Healthcare. She earned her B.A. in History from Middlebury College.

Katherine Jeffery, Chief People Officer

Ms. Jeffery has served as the Chief People Officer of Pear since December 2021 and prior to this, held the same position with Pear US since June 2019. Prior to that, Ms. Jeffery served as the Vice President of People for Recurly, Inc., a subscription management software company, from January 2018 through June 2019; as a Human Resources Consultant and Leadership Coach for Next Level Resource Partners, a logistics management company, from October 2016 through January 2018, and as Vice President of Human Resources for Sportvision Inc., a broadcasting media company, from February 2011 through October 2016. Ms. Jeffery has also served as President of the board of directors of W.O.M.A.N. Inc. since June 2014, as a founding member of the Product Advisory Board of Twine’s CPOHQ since June 2020, and on the Advisory Board of Bennie, an employment benefits platform, since January 2021. Ms. Jeffery earned her B.A. degree in Liberal Arts with a concentration in Human Resources from DePaul University, and an M.S. in Communication with a concentration in Managerial Communication from Northwestern University.

Yuri Maricich, Chief Medical Officer & Head of Development

Dr. Maricich has served as Pear’s Chief Medical Officer and Head of Development since December 2021 and prior to this, held the same positions with Pear US since October 2017. Prior to that, from September 2014 through September 2017, Dr. Maricich served as the Vice President of Clinical Development of Legacy Pear. Dr. Maricich leads the Clinical/Regulatory/Quality and Medical Affairs group at Pear. He leads and manages the development programs from Discovery/TPP stage, through Translational, Clinical Development, Regulatory submission and review as well as Medical Affairs. In addition to overseeing subsequent pipeline programs across a broad-spectrum of disease areas (such as CNS/neuroscience, cardiovascular, and oncology), he led reSET (1st prescription digital therapeutic), reSET-O (1st combination drug and software treatment), and Somryst (chronic insomnia) programs. Dr. Maricich is a licensed, board-certified physician, investor, clinical developer, and strategist. His work is focused on improving patient health and our healthcare system. He has worked with and led successful teams and programs at Health & LifeScience/Biotech (HLS) firms, including Corixa (acquired by GlaxoSmithKline), Xdynia (acquired by Cavion), Cavion (acquired by Jazz Pharmaceuticals), AWS, and Pear Therapeutics (1st FDA-cleared, clinically validated digital therapeutic to treat disease). He founded a digital health firm while a medical student that used natural-language processing (NLP) to structure clinical data. Dr. Maricich is also the principal and owner of Maricich & Co., which he founded in June 2007, and a Partner at Asclepius Capital, an investment firm, since

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January 2012. Dr. Maricich received his B.S. in Pre-Professional/Pre-Med and Philosophy from the University of Notre Dame, his M.D. from the University of Washington and his M.B.A. from Harvard University.

Ronan P. O’Brien, General Counsel, Chief Compliance Officer and Secretary

Mr. O’Brien has served as the General Counsel and Secretary of Pear since December 2021 and prior to this, held the same positions with Pear US since March 2018. Mr. O’Brien has also served as the Chief Compliance Officer of Pear since January 2022. Since December 2018, he has served as the Secretary of Pear Therapeutics Securities Corporation, a wholly-owned subsidiary of Pear. Previously, from September 2016 through February 2018, Mr. O’Brien served as the Vice President and Associate General Counsel for Selecta Biosciences, Inc., a clinical stage biotechnology company (NASDAQ: SELB) and from June 2014 through September 2016, he served as the Executive Director and Associate General Counsel for Cerulean Pharma Inc. (now known as Dare Bioscience, Inc.) (NASDAQ: DARE), a biopharmaceutical company. Mr. O’Brien received his B.A. degree in French Literature and English Literature as well as his J.D. from Boston University.

Julia M. Strandberg, Chief Commercial Officer

Ms. Strandberg has served as Pear’s Chief Commercial Officer since December 2021 and prior to this, held the same position with Pear US since July 2019. Prior to her position at Pear, Ms. Strandberg served as the Senior Vice President of GHX, LLC from May 2019 through July 2019, as President of Edison Consulting LLC from February 2019 through May 2019, and as Vice President and General Manager of Health Informatics and Monitoring at Medtronic plc from January 2015 through January 2019. Ms. Strandberg received her B.S. in Chemical Engineering from Purdue University, and her M.B.A. from the University of Minnesota’s Carlson School of Management.

Alison Bauerlein, Director

Ms. Bauerlein has been a member of the Board since December 2021 and is a member of both the Audit Committee and Compensation Committee. Ms. Bauerlein is a co-founder of Inogen, Inc. (Nasdaq: INGN). Most recently, she served as Inogen’s Chief Financial Officer and Executive Vice President, Finance from March 2014 until December 2021. Ms. Bauerlein also serves on the board of directors of Gelesis Holdings, Inc, (NYSE: GLS), a biotherapeutics company, as well as Koya Medical, Inc, and Equinox Ophthalmic, Inc, which are private companies. Ms. Bauerlein has over 20 years of experience in treasury, finance, accounting, risk management as well as strategic and tactical cost analysis and forecasting. Ms. Bauerlein received a B.A. degree in Economics/Mathematics with high honors from the University of California, Santa Barbara.

Jorge Gomez, Director

Mr. Gomez has been a member of the Board since December 2021 and prior to this, was a member of the board of directors of Pear US since August 2021. Mr. Gomez is the chair of the Audit Committee. Mr. Gomez has been the Executive Vice President and Chief Financial Officer of Dentsply Sirona, Inc. (Nasdaq: XRAY), a manufacturer of professional dental products and technologies, since August 2019. Mr. Gomez previously served as Chief Financial Officer of Cardinal Health, Inc. (NYSE: CAH), a multinational healthcare services company, from January 2018 to August 2019. At Cardinal Health, he was responsible for financial activities across the enterprise, including financial strategy, capital deployment, treasury, investor relations, tax, accounting, and external reporting. From July 2015 to December 2017, he was Chief Financial Officer of Cardinal Health’s Medical segment and from February 2012 to June 2015, he was Chief Financial Officer of Cardinal Health’s Pharmaceutical segment. Prior to that, Mr. Gomez served as treasurer and corporate controller at Cardinal Health. Before joining Cardinal Health, Mr. Gomez held multiple executive and leadership roles at General Motors Company (NYSE: GM), including assignments in New York, Singapore, Belgium, and Brazil. He began his career with the Smurfit-Kappa Group plc. (OTCMKTS: SMFTF) in the company’s finance development program. Currently, he also serves on the Board of Directors for Xylem, Inc. (NYSE: XYL), a global water management company. Mr. Gomez earned a bachelor’s degree in Electrical Engineering from the National University of Colombia and a master’s degree in Business Administration from the University of Hartford.

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Zack Lynch, Director

Mr. Lynch has been a member of the Board since December 2021 and prior to this, was a member of the board of directors of Pear US since December 2015. Mr. Lynch serves on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Since July 2015, Mr. Lynch has served as the Managing Partner of JAZZ Venture Partners, a venture capital firm that focuses on investments at the intersection of digital technology and life sciences. Mr. Lynch also currently serves on the board of various life sciences companies, including Thread Robotics Inc., a medical device and services company focusing on fertility care since June 2020; Swing Therapeutics, Inc., a company focused on creating digital therapeutics for people with chronic conditions since October 2019; and Pinpoint Predictive, Inc., a company that provides behavioral risk assessments using artificial intelligence designed for insurance companies since September 2018. Mr. Lynch has also served on the board of JobGet Inc., an online and mobile application based job platform since January 2021 and served on the board of Pymetrics, Inc., a company focused on utilizing artificial intelligence and behavioral science in hiring practices, from September 2016 to March 2018. Mr. Lynch is the founder and Chairperson of the Neurotechnology Industry Organization, a global trade association representing companies involved in neuroscience, brain research institutes and patient advocacy groups and the founder and curator of the Experiential Technology and NeuroGaming Conference and Expo. Mr. Lynch co-founded NeuroInsights, a market research and investment advisory firm that advises global organizations on the impact of neurotechnology on business, government and society, and developed the NASDAQ NeuroInsights Neurotech Index (Nasdaq: NERV), a stock tracking index for neuroscience companies. Mr. Lynch served on the advisory boards of the McGovern Institute for Brain Research at MIT, Center for Neuroeconomic Studies at Claremont Graduate University and the Center for Neuroscience and Society at the University of Pennsylvania. Mr. Lynch has a B.S. in Evolutionary Biology, B.S. in Environmental Science and an M.A. in Economic Geography, all from UCLA.

Kirthiga Reddy, Director

Ms. Reddy has been a member of the Board since December 2021 and is the chair of the Nominating and Corporate Governance Committee. She previously served as a board observer on the Legacy Pear board of directors beginning December 2020 through November 23, 2021. Ms. Reddy brings over 20 years of experience leading technology-driven transformations and is a co-founder and since October 2018, has served as Investment Counsel for F7 Ventures, a female-led seed investment fund focused on enabling human operations and the investment themes of connected communities, future of work, and physical and mental health. Previously, she served as the Investment Partner at SoftBank Investment Advisers, a private equity firm headquartered in London (SBIA), and served on the Investment Committee for the SoftBank Vision Fund Emerge program, a global accelerator for companies led by underrepresented founders. From July 2010 to March 2018, Ms. Reddy held various executive roles at Facebook, Inc. (Nasdaq: FB). At Facebook, Ms. Reddy first served as the Managing Director for India and South Asia, and subsequently focused on emerging and high-growth markets including Mexico, Brazil, Indonesia, South Africa and the Middle East. Additionally, Ms. Reddy has served as a member of the board of directors of several companies, including Collective Health, Inc. since December 2019, where she also serves on the compensation and audit committees, WeWork Inc. since February 2020, and Fungible, Inc. since April 2021. Ms. Reddy has also served on the Investment Advisory Council for Neythri Futures Fund, a South Asian female-led stage-agnostic tech fund since March 2021. Ms. Reddy holds an MBA from Stanford University, an M.S. in Computer Engineering from Syracuse University and a B.E. in Computer Science from Marathwada University, India. She served on Stanford Business School Management Board from September 2014 to April 2019, including serving as Chair from September 2018 to April 2019.

Nancy Schlichting, Director

Ms. Schlichting has been a member of the Board since December 2021 and prior to this, was a member of the board of directors of Pear US since January 2021. From June 2003 until January 2017, Ms. Schlichting served as the Chief Executive Officer of the Henry Ford Health System, where she helped lead a $4.7 billion integrated healthcare system. Ms. Schlichting has also served on the board of directors of Walgreens Boots Alliance, Inc. (Nasdaq: WBA) since 2006 and chairs its Compensation and Leadership Development Committee. Ms. Schlichting has served on the board of directors of the Duke University Health System since 2016, where she serves as vice-chair, and has also served on the board of directors of Encompass Health since 2018, and Hill-Rom Holdings, Inc. since 2017,

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where she also serves as the Chairperson of the Compensation and Management Development Committee. Ms. Schlichting also serves as the Trustee for a number of organizations, including The Kresge Foundation since 2003, and Duke University since 2018. In addition, Ms. Schlichting has served as a director and Vice Chair of the Detroit Symphony Orchestra since 2016. Ms. Schlichting earned her B.A. from Duke University and her M.B.A. from Cornell University in healthcare administration and accounting.

Andrew J. Schwab, Director

Mr. Schwab has been a member of the Board since December 2021 and prior to this, was a member of the board of directors of Pear US since June 2014. Mr. Schwab has served as the co-Chief Executive Officer and as a member the board of directors of 5:01 Acquisition Corp. (Nasdaq: FVAM) since its inception in August 2020. Mr. Schwab is a Founding Partner and Managing Member of 5AM Venture Management, LLC and also a Managing Member of 5AM Partners IV, LLC and 5AM Opportunities I (GP), LLC, the general partner entities of major shareholders of Pear. Prior to founding 5AM Venture Management, LLC in 2002, Mr. Schwab was a Principal at Bay City Capital where he was involved with companies such as Cubist Pharmaceuticals, Inc., PTC Therapeutics, Inc., Symyx Technologies, Inc. and Syrrx, Inc. Previously, Mr. Schwab was Vice President of Business Development at Digital Gene Technologies, Inc. and a Vice President in the life science investment banking group of Montgomery Securities. At 5AM, he has led the firm’s investments in and served on the boards of Bird Rock Bio, Inc., BlueLight Therapeutics, Inc, Camp4 Therapeutics Corporation, Cleave Therapeutics, Inc., DVS Sciences, Inc. (which was acquired by Fluidigm Corporation), EnLiven Therapeutics, Inc., Escient Pharmaceuticals, Inc., Flexion Therapeutics, Inc. (Nasdaq: FLXN), Ikaria, Inc. (which was acquired by Mallinckrodt plc and spun-out Bellerophon Therapeutics, Inc. (Nasdaq: BLPH)), Ilypsa, Inc. (which was acquired by Amgen, Inc.), Miikana Therapeutics, Inc. (which was acquired by EntreMed, Inc.), Novome Biotechnologies, Inc., Panomics Inc. (which was acquired by Affymetrix, Inc.), Precision NanoSystems, Inc. (which was acquired by Danaher Corporation), Purigen Biosystems, Inc., Synosia Therapeutics Holding AG (which was acquired by Biotie Therapies Corp.), Rarecyte, Inc., The Assay Depot (d.b.a. Scientist.com), TMRW Life Sciences, Inc. and Viveve Medical, Inc. (Nasdaq: VIVE). Mr. Schwab also currently serves on the boards of trustees of the California Academy of Sciences and Davidson College. Mr. Schwab earned a B.S. degree with Honors in Genetics & Ethics from Davidson College.

Code of Business Conduct and Ethics; Corporate Governance Guidelines

We have adopted a written Code of Business Conduct and Ethics that applies to all of our employees, officers and directors, including our principal executive officer, principal financial officer, principal accounting officer, or persons performing similar functions, as well as corporate Governance Guidelines. Copies of the Code of Ethics and Corporate Governance Guidelines can be found on the Investors (Investors → Corporate Governance → Governance Overview) section of our website at www.peartherapeutics.com. A copy of the Code of Business Conduct and Ethics may also be obtained, free of charge, upon a request directed to: Pear Therapeutics, Inc., 200 State Street, 13th Floor, Boston, Massachusetts 02109, Attention: General Counsel. We intend to disclose any amendments to the Code of Business Conduct and Ethics, or any waivers of its requirements, on our website to the extent required by the applicable rules and exchange requirements. The information on any of our websites is deemed not to be incorporated in this Form 10-K or to be part of this Form 10-K.

Director Nominations

The Board consists of seven members and is divided into three classes. At each annual general meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following the election. Stockholders may also recommend candidates for election to the Board, as described below. The Board screens potential director candidates and considers criteria including experience, qualifications, attributes, skills, diversity and other characteristics in the context of the current make-up of the Board and the needs of the Board given the circumstances of the Company.

The Board values the input of stockholders in identifying director candidates. Accordingly, the Board considers recommendations for director candidates submitted by stockholders using substantially the same criteria it applies to recommendations from directors and members of management. Any such nominations should be submitted to the Board by mail in care of the Company’s Secretary, at 200 State Street, 13th Floor, Boston, Massachusetts

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02109 and be accompanied by the information required by the Bylaws. The written recommendation should be submitted withinThe information required by this item is incorporated by reference to our Definitive Proxy Statement for our 2023 Annual Meeting of Stockholders which will be filed with the time frame described in the Bylaws.

Audit Committee and Audit Committee Financial Expert

We have a separately-designated audit committee established in accordance with Section 3(a)(58)(A) of the Exchange Act, which currently consists of Mr. Gomez, Ms. Bauerlein, and Mr. Lynch. Each member of the Audit Committee is independent under the applicable Nasdaq listing rules and Rule 10A-3(b)(1) of the Exchange Act. Mr. Gomez serves as the chair of the Audit Committee. The Board has determined that Mr. Gomez and Ms. Bauerlein are each an “audit committee financial expert” within the meaning of SEC regulations. The Board has also determined that each member of the proposed Audit Committee has the requisite financial expertise required under the applicable requirements of Nasdaq.

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ITEM 11. EXECUTIVE COMPENSATION

Executive Summary

2021 Highlights

On December 3, 2021, the Business Combination closed and we transitioned into becoming a public company. In connection with the Business Combination, we engaged Frederic W. Cook & Co., Inc. as our independent compensation consultant to help structure a competitive executive compensation program from a public company perspective.

As a general matter, our executive compensation program consists of annual base salary, target cash bonus opportunities, and equity-based long-term incentives. We will continue to evaluate, develop, and grow our executive compensation program as we progress as a public company.

Executive Compensation Objectives

The Company is committed to providing a fair and market competitive executive compensation programs that will attract, retain and reward high-performing employees. Our compensation package is tied to the contributions of the individual and the achievement of organizational goals. Below are the objectives of our program:

•Attract, retain, and motivate superior executive talent;

•Provide incentives that reward the achievement of performance goals that directly correlate to the enhancement of shareholder value, as well as facilitate executive retention; and

•Reinforce Pear’s goal of recruiting and retaining a highly motivated workforce to support the overall growth and performance of the Company.

Compensation Governance and Best Practices

We are committed to having strong governance standards with respect to our compensation programs, procedures and practices. Our key compensation practices include the following:


What We Do						What We Do Not Do
•Emphasize the use of equity compensation to promote executive retention and reward long-term value creation •Maintain equity granting guidelines •Engage an independent compensation consultant to advise our Compensation Committee •Develop a relevant peer group to benchmark compensation						•Do not guarantee annual salary increases •Do not grant uncapped cash incentives or guaranteed equity compensation •Do not provide significant perquisites. •Do not provide any compensation-related tax gross-ups

Summary Compensation Table

The following table sets forth information regarding compensation earned by our President and Chief Executive Officer and our two next most highly paid executive officers who served during fiscal year 2021, as well as the compensation earned by Elon S. Boms, who served as the Chief Executive Officer of THMA until his resignation upon the closing of the Business Combination. We refer to these individuals as our named executive officers, or

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“NEOs”. The compensation set forth below for Dr. McCann, Mr. Guiffre, and Ms. Strandberg includes compensation from Legacy Pear during fiscal years 2021 and 2020.

_________________

(1)The amounts reported in the “Option Awards” column reflect the aggregate grant date fair value of stock options awarded during fiscal years 2020 and 2021 computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718, or ASC 718. See Note 11 in the accompanying notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for assumptions underlying the valuation of equity awards.

(2)The amounts shown in the “Non-Equity Incentive Plan Compensation” column represent amounts earned in fiscal years 2020 and 2021 but paid in February of the following year based on the achievement of corporate and individual performance objectives set by the Board. In addition, “Non-Equity Incentive Plan Compensation” for Ms. Strandberg includes $16,798 and $66,462 in commissions earned by Ms. Strandberg for fiscal years 2020 and 2021, respectively, as a member of our commercial team.

(3)“All Other Compensation” includes:

(i)for Dr. McCann, (a) $64,935 and $49,950 during 2020 and 2021, respectively, representing payment for a lease to occupy an apartment in San Francisco, California and (b) $9,975 during 2020 representing employer matching contributions under our 401(k) plan;

(ii)for Mr. Guiffre, (a) $8,345 during 2020 representing employer matching contributions under our 401(k) plan and (b) $6,420 and $5,885 during 2020 and 2021, respectively, representing a transportation benefit; and

(iii)for Ms. Strandberg, (a) $27,000 representing payment for a lease to occupy an apartment in Boston, Massachusetts, which payments were made through March 2020, and (b) $6,550 representing employer matching contributions under our 401(k) plan.

(4)Mr. Boms was the Chief Executive Officer of THMA until December 2021, at which time he resigned from his position upon the closing of the Business Combination.

Narrative Disclosure to Summary Compensation Table

Base Salaries

We use base salaries to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our NEOs. Base salaries are reviewed annually, typically in connection with our annual performance review process, and adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance and experience. For the year ended December 31, 2021, the annual base salaries for each of Dr. McCann, Mr. Guiffre and Ms. Strandberg were $450,000, $396,229 and $366,062, respectively. The compensation committee sets the salary and bonus for each NEO, aside from the President & Chief Executive Officer’s which is set by the Board based on recommendation from the Compensation Committee, and the compensation is subject to periodic review and adjustment. Dr. McCann’s base salary for 2022 is $550,000, Mr. Guiffre’s base salary for 2022 is $435,000 and Ms. Strandberg’s base salary for 2022 is $415,000.

Equity Compensation

We believe that equity award grants provide our executives with a strong link to our long-term performance, create an ownership culture and help to align the interests of our executives and our stockholders. In addition, we believe that equity award grants with a time-based vesting feature promote executive retention because this feature incentivizes our executive officers to remain in our employment during the vesting period. Accordingly, we typically grant equity awards to our executives, including our NEOs, in the ordinary course of business on a discretionary basis. During the year ended December 31, 2021, we granted options to purchase shares of common

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stock of Legacy Pear to Mr. Guiffre and Ms. Strandberg, as described in more detail in the “Outstanding Equity Awards at 2021 Fiscal Year End” table.

Non-Equity Incentive Plan Compensation

We pay cash incentive compensation to reward our executives for their performance over the fiscal year, based on performance goals established by the Board. Incentive compensation is determined by the Board based on two components: corporate performance and individual performance. Dr. McCann’s bonus is based on 100% corporate performance and 0% individual performance, and Mr. Guiffre’s and Ms. Strandberg’s bonuses are based on 80% corporate performance and 20% individual performance. For the year ended December 31, 2021, the target bonus for Dr. McCann was equal to 50% percent of his base salary, the target bonus for Mr. Guiffre for the year ended December 31, 2021 was 45% percent of his base salary, and the target bonus for Ms. Strandberg for the year ended December 31, 2021 was 45% percent of her base salary. In addition to the incentive compensation described above, Ms. Strandberg earned $62,461 in commissions for the year ended December 31, 2021 as a member of the commercial team.

Each NEO is eligible to participate in any annual incentive compensation programs as may be established from time to time by the Board. For 2022, Dr. McCann is eligible to receive a target annual performance bonus of 60% of his annual base salary, Mr. Guiffre is eligible to receive a target annual performance bonus of 50% of his annual base salary, and Ms. Strandberg is eligible to receive a target annual performance bonus of 50% of her annual base salary.

Outstanding Equity Awards at 2021 Fiscal Year End

The following table sets forth information regarding outstanding equity awards held by each of our NEOs as of December 31, 2021. All equity awards set forth in the table below were originally granted under the Legacy Pear 2013 Stock Incentive Plan (the “2013 Plan”). In connection with the Business Combination, each option to purchase shares of common stock of Legacy Pear outstanding under the 2013 Plan were cancelled in exchange for an option to purchase Class A common stock under the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan. Mr. Boms, who served as the Chief Executive Officer of THMA until his resignation upon the closing of the Business Combination, held no outstanding equity-based awards as of December 31, 2021.

__________________

(1)The shares underlying these stock options vest over four years with 25% of the shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments on the last day of each calendar month following the first anniversary (for the avoidance of doubt, inclusive of the calendar month in which the first anniversary falls), subject to the executive’s continued service. The vesting commencement date is January 26, 2021.

(2)The shares underlying these stock options vest over four years with 25% of the shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments on the last day of each calendar month following the first anniversary (for the avoidance of doubt, inclusive of the calendar month in which the first anniversary falls), subject to the executive’s continued service. The vesting commencement date is March 24, 2020.

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(3)The shares underlying these stock options vest over four years with 25% of the shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments on the last day of each calendar month following the first anniversary (for the avoidance of doubt, inclusive of the calendar month in which the first anniversary falls), subject to the executive’s continued service. The vesting commencement date is March 14, 2019.

(4)The shares underlying these stock options vest over four years with 25% of the shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments thereafter, subject to the executive’s continued service. The vesting commencement date is December 7, 2017.

(5)The shares underlying these stock options vest over four years with 25% of the shares vesting on the first anniversary of the vesting commencement date, and the remaining shares vesting in 36 equal monthly installments on the last day of each calendar month following the first anniversary (for the avoidance of doubt, inclusive of the calendar month in which the first anniversary falls), subject to the executive’s continued service. The vesting commencement date is July 22, 2019.

Potential Payments Upon Termination or Change of Control

The employment of each of our NEO’s is at-will. Each NEO has entered into a management retention agreement which provides that if the NEO is terminated “for cause” or resigns without “good reason” (as such terms are defined in the management retention agreement), the NEO is paid their accrued but unpaid vacation pay, earned but unpaid salary, and reimbursement for any business expense (collectively, the “accrued obligations”). If the NEO is terminated within 60 days before a “change in control date” (as such term is defined in the management retention agreement) or during the one year following the change in control (such period is defined in the management retention agreement as the “protection period”) and the NEO is terminated by us without cause or by the NEO for good reason, the NEO will receive payments that equal the accrued obligations, 12 months of the NEO’s base salary as of the termination date (paid in a lump sum within two weeks of the termination date), continued medical, life insurance and benefits to the same extent the NEO participated prior to the termination date for 12 months following the termination date (unless similar benefits are offered sooner by a new employer). In addition, any “equity awards” (as such term is defined in the management retention agreement) that have not been terminated will automatically accelerate and become fully exercisable and all restrictions and conditions on the NEO’s outstanding stock awards and other equity based awards will immediately lapse as of the termination date, and if an equity award has been terminated, the NEO will receive a cash amount equal to the amount he or she would have received had all such terminated equity awards been fully vested. Finally, if the NEO is terminated without cause or resigns with good reason outside of the protection period, the NEO will receive the accrued obligations, six months of the NEO’s base salary as of the termination date (paid in a lump sum within two weeks of the termination date) and medical, life insurance, disability and other benefits to the same extent the NEO participated prior to the termination date for six months following the termination date (unless similar benefits are offered sooner by a new employer).

Director Compensation

The following table presents information regarding compensation awarded to, earned by or paid to our non-employee directors in connection with their service on the Board during fiscal year 2021 (including compensation for serving on the board of directors of THMA and Legacy Pear. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards to, or pay any other compensation to any of the non-employee members of the Board. Prior to the Business Combination, THMA did not pay compensation to the members of the board of directors for their service on the board of directors of THMA. Corey McCann, our President and Chief Executive Officer, did not receive any compensation for his service as a member of the Board during 2021 or 2020. Dr. McCann’s compensation for service as an employee for fiscal years 2021 and 2020 are presented above in Item 11, “Executive Compensation.”

Director Compensation Table—2021

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__________________

(1)The amounts reported in the “Option awards” column reflect the aggregate grant date fair value of share-based compensation awarded during the year computed in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification, or ASC, Topic 718. See Note 11 in the notes to the consolidated financial statements included in Part II, Item 8 of this Form 10-K for assumptions underlying the valuation of equity awards.

The table below shows the aggregate number of Class A common stock option awards held as of December 31, 2021 by each of our current non-employee directors who was serving as of that date.

Non-Employee Director Compensation Policy

Non-employee members of the Board shall be eligible to receive cash and equity compensation, as set forth in the Non-Employee Director Compensation Policy, as described below:

In addition to cash compensation, non-employee directors elected or appointed to our board of directors will be granted a one-time stock option award to purchase 70,560 shares of our Class A common stock on the date of such director’s election or appointment to the board of directors, which will vest in equal annual installments over three years, subject to continued service through such vesting dates. On the day of our annual meeting of stockholders each year, we may grant each non-employee director an annual stock option or a restricted stock award.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities and Exchange Commission no later than 120 days after the end of our fiscal year (the “Proxy Statement”).

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to our Proxy Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Securities Authorized for Issuance Under Equity Compensation Plans

We have two equity compensation plans under which awards are currently authorized for issuance, 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”). In connection with the consummation of the Business Combination, each option that was unexercised and outstanding under the Legacy Pear Therapeutics, Inc. 2013 Stock Incentive Plan as of immediately prior to the effective time of the Business Combination was cancelled in exchange for an option to purchase Class A common stock under the 2021 Plan. Both the 2021 Plan and 2021 ESPP were approved by our stockholders. The following table provides information regarding securities authorized for issuance as of December 31, 2021 under our equity compensation plans.

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(1) Consists of Class A common stock issuable upon exercise of outstanding options issued under the 2021 Plan.

(2) Consists of 12,222,812 Class A common stock reserved for future issuance under the 2021 Plan and 1,800,000 shares of Class A common stock reserved for future issuance under the 2021 ESPP. The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will automatically increase each January 1, beginning on January 1, 2022 and ending in 2031, by 5% of the outstanding number of Class A common stock on the immediately preceding December 31, or such lesser amount as determined by the plan administrator; on January 1, 2022, 6,891,801 shares of Class A common stock were added to the 2021 Plan pursuant to the evergreen formula. The 2021 ESPP provides that the number of Class A common stock are reserved and available for issuance under the plan will automatically increase each January 1, beginning on January 1, 2022, by the lesser of 3,600,000 shares of Class A common stock, 5% of the outstanding number of Class A common stock on the immediately preceding December 31, or such lesser amount as determined by the Compensation Committee, as plan administrator; on January 1, 2022, 3,600,000 shares of Class A common stock were added to the 2021 ESPP pursuant to the evergreen formula.

Certain Beneficial Owners and Management

The following table sets forth information regarding the beneficial ownership of our Class A common stock as of March 1, 2022:

•each person known by Pear to be the beneficial owner of more than 5% of the Class A common stock;

•each of Pear’s NEOs and directors; and

•all of Pear’s executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and restricted stock units that are currently exercisable or vested or that will become exercisable or vest within 60 days. Unless otherwise indicated, Pear believes that all persons named in the table below have sole voting and investment power with respect to the voting securities beneficially owned by them.

The following beneficial ownership of our Class A common stock is based on 137,836,028 shares of Class A common stock issued and outstanding as of the March 1, 2022:

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__________________

*Indicates beneficial ownership less than 1%.

(1)Unless otherwise noted, the business address of each of the directors and executive officers is c/o Pear Therapeutics, Inc., 200 State Street, 13th Floor, Boston, Massachusetts 02109.

(2)Consists of (i) 8,157,565 shares of Class A common stock held directly by Corey McCann; (ii) 1,685,913 shares of Class A common stock held by The Corey M. McCann Irrevocable Trust of 2021 (the “McCann Irrevocable Trust”), and (iii) 986,517 shares of Class A common stock held by The McCann Family Trust (the “McCann Family Trust,” and, together with the McCann Irrevocable Trust, the “McCann Trusts”). Mia E. Moll, the Trustee of the McCann Irrevocable Trust, is the sister of Corey McCann and holds voting and investment control over the shares held by the McCann Irrevocable Trust. Mia E. Moll acts as Investment Advisor and Concord Trust Company, LLC acts as Trustee of the McCann Family Trust; the Trustee acts at the direction of a distribution committee, whose actions over the shares of Class A common stock held by the McCann Family Trust are subject to the approval of Corey McCann pursuant to the trust agreement. By virtue of the foregoing, Corey McCann may be deemed to be the beneficial owner of the shares of Class A common stock held by each of the McCann Trusts. Dr. McCann disclaims beneficial ownership of the shares of Class A common stock held by each of the McCann Trusts, except to the extent of any pecuniary interest therein. The business address of the McCann Irrevocable Trust and Mia E. Moll is c/o Bass, Doherty & Finks, P.C., 1380 Soldiers Field Road, Boston, MA 02135-1023, and the business address of the McCann Family Trust and Cancord Trust Company, LLC is 3 Executive Park Drive, Suite 302, Bedford, NH 03110.

(3)Consists of options to purchase shares of Class A common stock which have vested or which will vest within 60 days of the March 1, 2022.

(4)Mr. Boms was the Chief Executive Officer of THMA until December 2021, at which time he resigned from his position upon the closing of the Business Combination.

(5)Consists of 10,766,587 shares of Class A common stock identified in footnote 12 over which Mr. Lynch may be deemed to beneficially own and options to purchase up to 29,448 shares of Class A common stock which have vested or which will vest within 60 days of the March 1, 2022. Mr. Lynch disclaims beneficial ownership of the shares identified in footnote 12 except to the extent of his pecuniary interest therein.

(6)Consists of 18,631,771 shares of Class A common stock identified in footnote 8 over which Mr. Schwab may be deemed to beneficially own. Mr. Schwab disclaims beneficial ownership of the shares identified in footnote 8 except to the extent of his pecuniary interest therein.

(7)Consists of 24,903,573 shares of Class A common stock held by TLS Beta Pte. Ltd. and 1,900,000 shares of Class A common stock held by Elbrus Investments Pte. Ltd. Each of TLS Beta Pte. Ltd. and Elbrus Investments Pte. Ltd. is a direct wholly-owned subsidiary of Temasek Life Sciences Private Limited, which in turn is a direct wholly-owned subsidiary of Fullerton Management Pte Ltd, which in turn is a direct wholly-owned subsidiary of Temasek Holdings (Private) Limited. The address of each of the foregoing entities is 60B Orchard Road, #06-18 Tower 2, The Atrium@Orchard, Singapore.

(8)Consists of 14,648,641shares of Class A common stock held by 5AM Ventures IV, L.P. (“Ventures IV”), 610,361 shares of Class A common stock held by 5AM Co-Investors IV, L.P. (“Co-Investors IV”), and 3,372,769 shares of Class A common stock held by 5AM Opportunities I, L.P. (“Opportunities I”). 5AM Partners IV, LLC (“Partners IV”) is the sole general partner of Ventures IV and Co-Investors IV. Dr. John Diekman, Andrew Schwab and Dr. Scott M. Rocklage, are the managing members of Partners IV and, along with Partners IV, have shared voting and investment power over the shares beneficially owned by Ventures IV and Co-Investors IV. Andrew Schwab, one of our directors, is an affiliate of Ventures IV, Co-Investors IV and Opportunities I. Each of Partners IV, Dr. Diekman, Mr. Schwab and Dr. Rocklage disclaim beneficial ownership of such shares except to the extent of its or their recurring interest therein. 5AM Opportunities I (GP), LLC is the general partner of Opportunities I and may be deemed to have sole investment and voting power over the shares held by Opportunities I. Andrew Schwab and Dr. Kush Parmar are the managing members of 5AM Opportunities I (GP), LLC, and may be deemed to share voting and dispositive power over the shares held by Opportunities I. The address of all entities affiliated with 5AM Ventures is 501 2nd Street, Suite 350, San Francisco, CA 94107.

(9)Consists of 12,100,078 shares of Class A common stock held by SVF II Cobbler (DE) LLC (“SVF”). SoftBank Vision Fund II-2 L.P. is the managing member of SVF II AIV (DE) LLC, which is the sole member of SVF. SB Global Advisers Limited (“SBGA”) has been appointed as manager and is responsible for making all decisions related to the acquisition, structuring, financing and disposal of SoftBank Vision Fund II-2 L.P.’s investments, including as held by SVF. Spencer Collins, Rajeev Misra, and Neil Hadley are the directors of SBGA. As a result of these relationships, each of these entities and individuals may be deemed to share beneficial ownership of the securities held of record by SVF. Each of them disclaims any such beneficial ownership. The registered address for each of SVF and SVF II Holdings (DE) LLC is c/o Corporation Service Company, 251 Little Falls Drive, Wilmington, DE 19808. The registered address of SoftBank Vision Fund II-2 L.P. is c/o

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Crestbridge Limited, 47 Esplanade, St. Helier, Jersey, JE1 0BD. The business address of SB Global Advisers Limited is 69 Grosvenor Street, London W1K 3JP, England, United Kingdom.

(10)Consists of 6,540,000 shares of Class A common stock and 5,013,333 Private Placement Warrants held by LJ10 LLC, which are exercisable for 5,013,333 shares of Class A common stock within 60 days of March 1, 2022. Elon S. Boms and two other managers are the three managers of LJ10 LLC’s board of managers. Any action by LJ10 LLC with respect to the shares, including voting and dispositive decisions, requires at least a majority vote of the managers of the board of managers. Under the so-called “rule of three”, because voting and dispositive decisions are made by a majority of the managers, none of the managers is deemed to be a beneficial owner of securities held by LJ10 LLC, even those in which such manager may hold a pecuniary interest. Accordingly, none of the managers on LJ10 LLC’s board of managers is deemed to have or share beneficial ownership of the shares held by LJ10 LLC. LJ10 LLC and KLP SPAC 1 LLC may be deemed to be members of a “group,” within the meaning of Section 13(d)(3) of the Act, comprised of LJ10 LLC and KLP SPAC 1 LLC. The business address of LJ10 LLC is 195 Church Street, 15th Floor, New Haven, Connecticut 06510.

(11)Consists of 10,859,050 shares of Class A common stock held by Arboretum Ventures IV, L.P. (“AV IV”). Arboretum Investment Manager IV, LLC (“AIM IV”) is the general partner of AV IV. Jan L. Garfinkle, Timothy B. Petersen and Paul McCreadie are the managing members of AIM IV and share voting and dispositive power with respect to the shares held by AV IV. Ms. Garfinkle and Messrs. Petersen and McCreadie disclaim beneficial ownership of the shares held by AV IV, except to the extent of their pecuniary interest therein. The address of the principal place of business of each of these entities and individuals is 303 Detroit Street, Suite 301, Ann Arbor, Michigan 48104.

(12)Consists of 9,681,673 shares of Class A common stock held by JAZZ Human Performance Technology Fund, L.P. (“Jazz Technology”) and 1,084,914 shares of Class A common stock held by JAZZ Human Performance Opportunity Fund, L.P (“Jazz Opportunity”). Jazz Human Performance Technology GP, LLC (“Jazz Technology GP”) is the general partner of Jazz Technology. Voting and dispositive decisions with respect to the shares held by Jazz Technology are exercised collectively by the managing members of Jazz Technology GP: Andrew Firlik, John Harris, Zack Lynch and John Spinale. JAZZ Human Performance Opportunity GP, LLC (“Jazz Opportunity GP”) is the general partner of Jazz Opportunity. Voting and dispositive decisions with respect to the shares held by Jazz Opportunity are exercised collectively by the managing members of Jazz Opportunity GP: Andrew Firlik, John Harris, Zack Lynch and John Spinale. Mr. Lynch, one of our directors, is an affiliate of Jazz Technology and Jazz Opportunity. The address of the principal place of business of each of these entities and individuals is 548 Market Street, #27799, San Francisco, CA 94104.

(13)Consists of 5,502,171 shares of Class A common stock held by Kaiser Permanente Group Trust (“Kaiser Trust”) and 3,001,447 shares of Class A common stock held by Kaiser Foundation Hospitals (“Kaiser Hospitals”). The Kaiser Permanente Retirement Plans Investment Committee has discretionary authority to manage and control Kaiser Trust assets. The address for Kaiser Trust and Kaiser Hospitals is One Kaiser Plaza, The Ordway Building, Oakland, California 94612.

(14)Excludes the contingent right to receive additional Class A common stock upon the achievement of certain earn-out targets.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item is incorporated by reference to our Proxy Statement.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Policies and Procedures for Approval of Related Person Transactions

We have adopted a formal written policy that became effective upon the completion of the Business Combination which provides that our officers, directors, nominees for election as directors, beneficial owners of more than 5% of any class of our common stock or preferred stock, any member of the immediate family of any of the foregoing persons and any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest, where the amount involved in the transaction exceeds or is reasonably expected to exceed $120,000 in a single fiscal year and the related party has or will have a direct or indirect interest in the transaction (other than solely as a result of being a director or less than 10% beneficial owner of another entity), are not permitted to enter into a related party transaction with us without the approval of our Audit Committee, subject to certain exceptions. This written policy on transactions with related persons is in conformity with the requirements for issuers having publicly held common stock that is listed on Nasdaq.

The Audit Committee is responsible for reviewing and approving any related person transactions. In reviewing any related person transaction, the Audit Committee will take into account, among other factors that it deems appropriate, whether the related person transaction is on terms no less favorable to Pear than terms generally available in a transaction with an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the related person transaction.

Relationships and Transactions with Directors, Executive Officers, and Significant Stockholders

In addition to the executive officer and director compensation arrangements discussed above under “Executive Compensation”, since January 1, 2020, the following is a description of each transaction since January 1, 2020 and each currently proposed transaction in which:

•we, THMA or Legacy Pear have been or are to be a participant;

•the amounts involved exceeded or exceeds $120,000; and

•any of our directors, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Certain Relationships and Related Person Transactions of Pear (formerly THMA)

SoftBank Agreement

Effective March 15, 2022, we entered into a development agreement with SoftBank Corp., an entity under common control with SVF II Cobbler (DE) LLC (a greater than 5% shareholder of Pear), to develop a Japanese-language digital therapeutic for the treatment of sleep/wake disorders for the Japanese market.

Founder Shares and Private Placement Warrants

On December 7, 2020, the Sponsor purchased 5,750,000 shares of Class B common stock, par value $0.0001 per share, of THMA (“THMA Class B Common Shares”) (“Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.004 per share. In January 2021, the Sponsor transferred 50,000 Founder Shares to each of Michael J. Christenson, Meghan M. FitzGerald, and Henry S. Miller, THMA’s independent directors, and an aggregate of 150,000 Founder Shares to THMA’s Advisors, in each case, at approximately the same share price initially paid by the Sponsor. On February 2, 2021, THMA effected a 1.2-to-1 forward stock split with respect to its Founder Shares, resulting in the Sponsor holding 6,900,000 Founder Shares, each THMA independent director holding 60,000 Founder Shares and THMA’s Advisors holding an aggregate of 180,000 Founder Shares. Simultaneously with the consummation of its initial public offering on February 4, 2021, THMA consummated the private placement of an aggregate of 5,013,333 Private Placement Warrants to the Sponsor at a price of $1.50 per Private Placement Warrant, generating total proceeds of $7,520,000.

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Subscription Agreements

In connection with the execution of the Business Combination Agreement, on June 21, 2021, THMA entered into separate PIPE Subscription Agreements whereby the Pipe Investors agreed to purchase and THMA agreed to sell, an aggregate of 9,780,000 PIPE Shares, for a purchase price of $10.00 per share and an aggregate purchase price of $97.8 million. Pursuant to the PIPE Subscription Agreements, Pear gave certain registration rights to the PIPE Investors with respect to the PIPE Shares. The sale of the PIPE Shares was consummated concurrently with the closing of the Business Combination.

Sponsor Support Agreement

In connection with the execution of the Business Combination Agreement, the Sponsor and THMA’s directors, advisors and officers (collectively, the “Sponsor Agreement Parties”) entered into the Sponsor Support Agreement with THMA and Pear US, pursuant to which each Sponsor Support Agreement Party agreed to, among other things, (i) vote at any meeting of the stockholders of THMA all of its THMA Class A Common Shares and THMA Class B Common Shares in favor of the transactions and the adoption of the Business Combination Agreement; (ii) appoint THMA as each Sponsor Agreement Party’s proxy in the event such Sponsor Agreement Party fails to fulfill its obligations under the Sponsor Agreement; (iii) be bound by certain other covenants and agreements related to the Merger; (iv) subject certain of the Sponsor’s THMA Class B Shares (the “Earn-Out Shares”) and Sponsor’s Private Placement Warrants (the “Earn-Out Warrants”) to post-closing vesting conditions and (v) be bound by certain transfer restrictions with respect to THMA Common Shares during the period between the date of the Sponsor Support Agreement and the Closing, subject to certain exceptions set forth in the Sponsor Agreement. The Sponsor Agreement also provided that the Sponsor Agreement Parties agreed to waive their redemption rights in connection with the consummation of the Business Combination with respect to any THMA Common Shares held by them.

Pursuant to the Sponsor Agreement, the Sponsor also agreed, subject to certain exceptions, not to transfer 1,269,600 Founder Shares held by it and to have 922,453 Private Placement Warrants held in trust, in each case, until such securities become released upon the achievement of certain performance-based milestones under the Sponsor Agreement. The Founder Shares held by the Sponsor’s directors and Advisors were not subject to vesting or forfeiture.

On November 14, 2021, the parties entered into an amendment to the Sponsor Support Agreement pursuant to which, among other things, the Sponsor Earn-Out Shares and Earn-Out Warrants shall no longer be subject to vesting conditions, in each case as consideration for the Sponsor agreeing to enter into the Backstop (as defined below).

Forward Purchase Agreement

In connection with the consummation of its initial public offering, THMA entered into the Forward Purchase Agreement with the KLP SPAC 1 LLC (the “Anchor Investor”), that provided for the purchase, in the aggregate, of 5,000,000 Original Forward Purchase Units, consisting of one Forward Purchase Share and one-third of one Forward Purchase Warrant, at a purchase price of $10.00 per unit, or an aggregate purchase price of $50,000,000, in a private placement concurrently with the closing of THMA’s initial business combination.

In connection with the execution of the Business Combination Agreement, the Anchor Investor entered into the Amendment to Forward Purchase Agreement with THMA, pursuant to which, effective as of immediately prior to the Closing, the Forward Purchase Agreement was amended to (i) eliminate the sale of warrants to purchase THMA Class A Common Shares and (ii) instead provide exclusively for the sale of such number of THMA Class A Common Shares equal to the sum of (x) 2,300,000 and (y) such additional THMA Class A Common Shares as the Anchor Investor elected to purchase up to the lesser of (A) the number of Public Shares redeemed by THMA’s Public Stockholders and (B) 2,700,000, in each case, for a purchase price of $10.00 per THMA Class A Common Share.

On November 14, 2021, THMA entered into an amendment to the Amended Forward Purchase Agreement, pursuant to which, among other things, the Anchor Investor increased its binding forward purchase commitment

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(the “Backstop”), subject to cutback, from $23.0 million to up to $73.0 million and removed any optional element to the Backstop. The Backstop was subject to certain reductions if gross transaction proceeds exceeded each of $175.0 million and $250.0 million, respectively. The Anchor Investor was permitted to offer PIPE Investors the opportunity to participate in the Backstop in an amount up to $23.0 million, subject to cutback if proceeds exceeded $175.0 million. As consideration for committing to fund the Backstop, THMA and Legacy Pear agreed to release the Sponsor Earn-Out Shares and Earn-Out Warrants from certain earn-out conditions in connection with the Business Combination, with a certain number of such securities being transferred to each Subscriber that participated in the Backstop.

On December 2, 2021, THMA entered into the Forward Purchase Agreement Assignment pursuant to which, among other things, the Anchor Investor assigned its right to purchase 500,000 THMA Class A Common Shares to a PIPE Investor.

An entity affiliated with the Pritzker Vlock Family Office holds an indirect economic interest in each of the Sponsor and the Anchor Investor. Elon Boms, who was the Chief Executive Officer and director of THMA until the closing of the Business Combination, is a Managing Director of the Pritzker Vlock Family Office and a manager of the Anchor Investor. Steve Benson, who was THMA’s Chief Operating Officer and director until the closing of the Business Combination, is a Venture Partner with the Pritzker Vlock Family Office. Joseph Iannotta, who was THMA’s Chief Financial Officer until the closing of the Business Combination, is the Controller of the Pritzker Vlock Family Office. Messrs Boms, Benson, and Iannotta led and assisted in, respectively, the evaluation of THMA’s business combination targets, including Legacy Pear, and the negotiation of THMA’s Business Combination with Legacy Pear.

Administrative Support

Prior to the closing of the Business Combination, THMA utilized office space at 195 Church Street, 15th Floor, New Haven, Connecticut 06510 from the Sponsor. On February 2, 2021, THMA began paying to the Sponsor $10,000 per month for office space, secretarial, and administrative services provided to members of their management team. Upon completion of the Business Combination, THMA ceased paying these monthly fees. For the year ended December 31, 2021, THMA incurred and paid $100,000 of such fees.

Related Party Loans and Advances

On December 7, 2020, THMA issued an unsecured promissory note to the Sponsor, pursuant to which THMA was permitted to borrow up to an aggregate principal amount of $300,000. Such promissory note was non-interest bearing and payable on the earlier of December 31, 2021 and the completion of the Initial Public Offering. The outstanding balance under such promissory note of $136,833 was repaid at the closing of THMA’s initial public offering on February 4, 2021.

On June 21, 2021, THMA issued an unsecured promissory Note (the “2021 Note”) in the principal amount of $1,000,000 to the Sponsor in exchange for up to $1 million in working capital loans. The 2021 Note was non-interest bearing and payable upon the consummation of the Business Combination. Upon completion of the Business Combination, THMA repaid such loaned amounts out of the proceeds of the Trust Account released to THMA.

Registration Rights Agreement

THMA entered into a registration rights agreement with the Sponsor, the Anchor Investor and THMA’s directors, Advisors and officers with respect to the Private Placement Warrants, the THMA Class A Common Shares issued to the Anchor Investor pursuant to the Forward Purchase Agreement and the THMA Class A Common Shares issued upon exercise of the foregoing and upon conversion of the Founder Shares.

In connection with the consummation of the Business Combination, we entered into the Amended and Restated Registration Rights Agreement with certain Pear stockholders, pursuant to which we agreed to register for resale, pursuant to Rule 415 under the Securities Act, the Class A Common Shares and other equity securities of Pear that are held by the parties thereto from time to time.

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The Amended and Restated Registration Rights Agreement grants the Anchor Investor, the Sponsor, and certain of our stockholders the right to require, subject to certain conditions and limitations, that we register for resale, securities held by such stockholders and certain “piggyback” registration rights with respect to registrations initiated by us. Pursuant to the PIPE Subscription Agreements, the PIPE Investors were also granted registration rights which required us to file a registration statement registering the resale of the PIPE Shares. The registration of Class A Common Shares pursuant to the exercise of the registration rights provided under the Registration Rights Agreement and the PIPE Subscription Agreements enable the applicable Pear stockholders to resell such shares without restriction under the Securities Act. We bear the expenses incurred in connection with the filing of any registration statements pursuant to the Registration Rights Agreement and the PIPE Subscription Agreements and indemnify the stockholders against certain liabilities.

Certain Relationships and Related Person Transactions of Legacy Pear

Legacy Pear Series D-1 and D-2 Preferred Stock Financing

From December 7, 2020 through February 25, 2021, Legacy Pear sold an aggregate of 15,293,315 Legacy Pear Series D-1 Preferred Shares at a purchase price of approximately $6.5388 per share, for an aggregate purchase price of $99,999,928.30 (the “Legacy Pear Series D-1 Preferred Stock Financing”). The participants in the Legacy Pear Series D-1 Preferred Stock Financing included persons affiliated with members of Legacy Pear’s board of directors and persons that held more than 5% of Legacy Pear’s outstanding capital stock. The following table summarizes purchases of Legacy Pear Series D-1 Preferred Shares from Legacy Pear by such related persons:

(1) Elena Viboch is a former member of the board of directors of Legacy Pear and an affiliate of SVF II AIV (DE) LLC (“Softbank”). Softbank currently holds more than 5% of Pear’s outstanding capital stock. Ms. Viboch does not serve on the Pear Board.

(2) TLS Beta Pte. Ltd. (“Temasek”) currently holds more than 5% of Pear’s outstanding capital stock.

(3) Andrew Schwab is a former member of the board of directors of Legacy Pear and an affiliate of 5AM Opportunities I, L.P. (“5AM Opportunities”). 5AM Opportunities and its affiliated entities, 5AM Ventures IV, L.P. (“5AM Ventures”) and 5AM Co-Investors IV, L.P. (“5AM Co-Investors”), currently hold more than 5% of Pear’s outstanding capital stock. Mr. Schwab is also an affiliate of each of 5AM Ventures and 5AM Co-Investors. Mr. Schwab is currently a member of the Pear Board.

(4) Timothy Petersen is a former member of the board of directors of Legacy Pear and an affiliate of Arboretum Ventures IV, L.P. (“Arboretum”). Arboretum currently holds more than 5% of Pear’s outstanding capital stock. Mr. Petersen does not serve on the Pear Board.

(5) Zack Lynch is a former member of the board of directors of Legacy Pear and an affiliate of JAZZ Human Performance Technology Fund, L.P. and JAZZ Human Performance Opportunity Fund, L.P. (collectively, “JAZZ”). JAZZ currently holds more than 5% of Pear’s outstanding capital stock. Mr. Lynch is currently a member of the Pear Board.

On December 8, 2020, Legacy Pear sold an aggregate of 8,109,888 Legacy Pear Series D-2 Preferred Shares at a purchase price of approximately $3.9458 per share, for an aggregate purchase price of $31,999,996.08 (the “Legacy Pear Series D-2 Preferred Stock Financing”). The participants in the Legacy Pear Series D-2 Preferred Stock Financing included persons affiliated with members of Legacy Pear’s board of directors and persons that held more than 5% of Legacy Pear’s outstanding capital stock. The following table summarizes purchases of Legacy Pear Series D-2 Preferred Shares from Legacy Pear by such related persons:

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__________________

(1) Elena Viboch is a former member of the board of directors of Legacy Pear and an affiliate of Softbank. Softbank currently holds more than 5% of Pear’s outstanding capital stock. Ms. Viboch does not serve on the Pear Board.

(2) Temasek currently holds more than 5% of Pear’s outstanding Class A common stock.

In connection with the Legacy Pear Series D-1 Preferred Stock Financing and the Legacy Pear Series D-2 Preferred Stock Financing, Legacy Pear repurchased (i) 2,788,732 Legacy Pear Common Shares from Corey McCann, Pear’s Chief Executive Officer, for $10,996,806.90, (ii) 480,000 Legacy Pear Common Shares and 1,920,000 Legacy Pear Series A Preferred Shares from 5AM Ventures for $9,463,920, (iii) 20,000 Legacy Pear Common Shares and 80,000 Legacy Pear Series A Preferred Shares from 5AM Co-Investors for $394,330 and (iv) 1,000,000 Legacy Pear Series A Preferred Shares from Arboretum for $3,943,300, each pursuant to a tender offer by Legacy Pear that closed on December 9, 2020.

Pear Stockholder Support Agreements

In connection with the execution of the Business Combination Agreement, certain equityholders of Legacy Pear representing the requisite votes necessary to approve the Merger (such stockholders, the “Pear Supporting Equityholders”) entered into stockholder support agreements with THMA and Legacy Pear (the “Stockholder Supporting Agreements”), pursuant to which each Supporting Pear Equityholder agreed to, among other things, (a) vote all of its Legacy Pear Common Shares and Legacy Pear Preferred Shares (or any securities convertible into or exercisable or exchangeable for Legacy Pear Common Shares and Legacy Pear Preferred Shares) in favor of the approval and adoption of the Business Combination Agreement, the Ancillary Agreements to which Legacy Pear was party and the transactions contemplated thereby (including the Merger) and (b) be bound by certain other covenants and agreements related to the Merger.

Investors’ Rights Agreement

Legacy Pear was party to a Third Amended and Restated Investors’ Rights Agreement, dated as of November 3, 2020 (the “IRA”), as amended by that certain Omnibus Amendment dated as of February 23, 2021, which granted registration rights and information rights, among other things, to certain holders of Legacy Pear’s capital stock, including entities affiliated with Temasek, Softbank, Arboretum, JAZZ, 5AM Ventures, 5AM Co-Investors and 5AM Opportunities. The IRA terminated upon the closing of the Business Combination.

Right of First Refusal and Co-Sale Agreement

Pursuant to certain agreements with its stockholders, including the Third Amended and Restated Right of First Refusal and Co-Sale Agreement, dated as of November 3, 2020 (the “ROFR Agreement”), as amended by that certain Omnibus Amendment dated as of February 23, 2021, Legacy Pear had the right to purchase shares of Legacy Pear’s capital stock that certain of its stockholders proposed to sell to other parties. Certain holders of Legacy Pear’s capital stock that were party to the ROFR Agreement, included Temasek, Softbank, Arboretum, JAZZ, 5AM Ventures, 5AM Co-Investors and 5AM Opportunities. The ROFR Agreement terminated upon the closing of the Business Combination.

Voting Agreement

Legacy Pear was party to the Third Amended and Restated Voting Agreement, dated as of November 3, 2020 (the “Voting Agreement”), as amended by that certain Omnibus Amendment dated as of February 23, 2021, pursuant to which certain holders of Legacy Pear’s capital stock, including Temasek, Softbank, Arboretum, JAZZ, 5AM Ventures, 5AM Co-Investors and 5AM Opportunities, agreed to vote their shares of Legacy Pear’s capital stock in favor of certain matters, including with respect to the election of directors. The Voting Agreement terminated upon the closing of the Business Combination.

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Director and Officer Indemnification

Legacy Pear’s certificate of incorporation and bylaws provided for indemnification and advancement of expenses for its directors and officers to the fullest extent permitted by the DGCL, subject to certain limited exceptions. Legacy Pear also entered into indemnification agreements with each of its directors. Following the Business Combination, Pear entered into new indemnification agreements with each of the directors and officers of Pear. The indemnification agreements entered into by Pear Board members Messrs. Schwab and Lynch also provided certain indemnification rights to the entities with which they are affiliated.

Director Independence

Our Board has determined that none of the members of our Board other than Dr. McCann has a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of the members of our Board other than Mr. McCann is “independent” as that term is defined under the rules of Nasdaq. Our Board has also determined that all members of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee are independent and satisfy the relevant SEC and Nasdaq independence requirements for such committees. The transactions, relationships or arrangements described above were considered by the Board in determining director independence.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Independent Registered Public Accounting FirmThe information required by this item is incorporated by reference to our Proxy Statement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Feesitem and Services

Deloitte was appointed asis incorporated by reference to our independent registered accounting firm in December 2021 and served as the independent registered public accounting firm of Legacy Pear since 2017.

The following table presents the aggregate fees billed by Deloitte & Touche LLP to us (including Legacy Pear) for the years ended:

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

Our Audit Committee’s policy is to pre‑approve all audit and permissible non‑audit services provided by our independent registered public accounting firm, the scope of services provided by our independent registered public accounting firm, and the fees for the services to be performed. These services may include audit services, audit‑related services, tax services, and other services. Pre‑approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Our independent registered public accounting firm and management are required to periodically report to the audit committee regarding the extent of services provided by our independent registered public accounting firm in accordance with this pre‑approval, and the fees for the services performed to dateProxy Statement.

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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) Documents filed as part of this report

(1) All financial statements


Index to Consolidated Financial Statements						Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)						35
Consolidated Balance Sheets						126
Consolidated Statements of Operations and Comprehensive Loss						127
Consolidated Statements of Stockholder s' Equity						128
Consolidated Statements of Cash Flows						129
Notes to Consolidated Financial Statements						131

(2) Financial Statement Schedules

(3) Exhibits required by Item 601 of Regulation S-K

EXHIBIT INDEX


		Incorporated by Reference
Exhibit Number	Exhibit Description	Schedule/ Form	File No.	Exhibit	Filed Date/ Period End Date

2.1	Business Combination Agreement, dated as of June 21, 2021, by and among Thimble Point Acquisition Corp., Oz Merger Sub, Inc. and Pear Therapeutics, Inc.* **	8-K	001-39969	2.1	June 22, 2021

3.1	Second Amended and Restated Certificate of Incorporation of Thimble Point Acquisition Corp.*	8-K	001-39969	3.1	December 8, 2021

3.2	Amended and Restated Bylaws of Pear Therapeutics, Inc.*	8-K	001-39969	3.2	December 8, 2021

4.1	Specimen Class A Common Stock Certificate*	S-1	333-252150	4.2	January 15, 2021

4.2	Specimen Warrant Certificate*	S-1	333-252150	4.3	January 15, 2021

4.3	Warrant Agreement, dated February 1, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent*	8-K	001-39969	4.1	February 4, 2021

4.4	Description of Securities registered pursuant to Section 12 of the Securities Exchange Act of 1934*	10-K	001-39969	4.4	March 29, 2022

10.1	Amended and Restated Registration Rights Agreement*	8-K	001-39969	10.1	December 8, 2021

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10.2	Sponsor Support Agreement, dated as of June 21, 2021, by and among LJ10 LLC, Thimble Point Acquisition Corp., Pear Therapeutics, Inc. and certain other parties thereto*	8-K	001-39969	10.1	June 22, 2021

10.3	Amendment to the Sponsor Support Agreement, dated as of November 14, 2021*	8-K	001-39969	10.2	November 15, 2021

10.4	Form of Subscription Agreement by and among Thimble Point Acquisition Corp., Pear Therapeutics, Inc. and the investor identified on the signature page thereto*	8-K	001-39969	10.4	June 22, 2021

10.5	Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan*‡	8-K	001-39969	10.8	December 8, 2021

10.6	Pear Therapeutics, Inc. 2021 Employee Stock Purchase Plan*‡	8-K	001-39969	10.9	December 8, 2021

10.7	Form of Incentive Stock Option Agreement under the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan*‡	8-K	001-39969	10.10	December 8, 2021

10.8	Form of Restricted Stock Award Agreement under the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan*‡	8-K	001-39969	10.11	December 8, 2021

10.9	Form of Restricted Stock Unit Award Agreement under the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan*‡	8-K	001-39969	10.12	December 8, 2021

10.10	Form of Rollover Incentive Stock Option Agreement under the Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan*‡	8-K	001-39969	10.13	December 8, 2021

10.11	Form of Non-Qualified Stock Option Agreement Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan*‡	8-K	001-39969	10.14	December 8, 2021

10.12	Form of Rollover Non-Qualified Stock Option Agreement Pear Therapeutics, Inc. 2021 Stock Option and Incentive Plan*‡	8-K	001-39969	10.15	December 8, 2021

10.13	Form of Indemnification Agreement*‡	S-4/A	001-39969	10.19	October 25, 2021

10.14	Non-Employee Director Compensation Policy*‡	8-K	001-39969	10.19	December 8, 2021

10.15	Office Lease, dated as of April 10, 2018, by and between Pear Therapeutics, Inc. and CA-Mission Street Limited Partnership*	S-4/A	001-39969	10.20	October 25, 2021

10.16	First Amendment to Lease, dated as of July 5, 2019, by and between Pear Therapeutics, Inc. and CA Mission Street Limited Partnership*	S-4/A	001-39969	10.21	October 25, 2021
10.17	Office Lease, dated as of May 11, 2018, by and between Pear Therapeutics, Inc. and GLL 200 State Street, L.P.*	S-4/A	001-39969	10.22	October 25, 2021

10.18	First Amendment to Office Lease Agreement, dated as of January 17, 2020, by and between Pear Therapeutics, Inc. and CP 200 State LLC as successor-in-interest to GLL 200 State Street, L.P.*	S-4/A	001-39969	10.23	October 25, 2021

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10.19	Credit Agreement and Guaranty, dated as of June 30, 2020, by and between Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto*	S-4/A	001-39969	10.24	October 25, 2021

10.20	Security Agreement, dated as of June 30, 2020, by and between Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto*	S-4/A	001-39969	10.28	October 25, 2021

10.21	Second Amendment to Credit Agreement, dated as of December 3, 2021, by and among Pear Therapeutics, Inc., Perceptive Credit Holdings III, LP and the other parties thereto*	S-1	333-261876	10.26	December 23, 2021

10.22	Contribution and License Agreement for Pharmaceutical FOU, dated as of February 13, 2015, by and between Pear Therapeutics, Inc. and The Invention Science Fund I, L.L.C.+*	S-4/A	001-39969	10.31	October 25, 2021

10.23	First Amendment to Contribution and License Agreement for Pharmaceutical FOU, dated as of February 28, 2018, by and between Pear Therapeutics, Inc. and The Invention Science Fund I, L.L.C.+*	S-4/A	001-39969	10.32	October 25, 2021

10.24	Second Amended and Restated Software License Agreement, dated as of July 1, 2021, by and between Pear Therapeutics, Inc. and Red 5 Group, LLC+*	S-4/A	001-39969	10.33	October 25, 2021

10.25	Assignment, License & Services Agreement, dated as of March 24, 2018, by and between Pear Therapeutics, Inc. and BeHealth Solutions, LLC+*	S-4/A	001-39969	10.34	October 25, 2021

10.26	Form of Indemnification Agreement entered into by Andrew Schwab and Zack Lynch*‡	8-K	001-39969	10.31	December 8, 2021

10.27	Forward Purchase Agreement Assignment dated as of December 2, 2021*	8-K	001-39969	10.32	December 8, 2021

10.28	Second Amendment to Office Lease Agreement, dated as of December 30, 2020, by and between Pear Therapeutics, Inc. and CP 200 State LLC as successor-in-interest to GLL 200 State Street, L.P.*	10-K	001-39969	10.33	March 29, 2022

10.29	Third Amendment to Credit Agreement and Guaranty, dated as of March 25, 2022, by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP and the other parties thereto (Amended and Restated Credit Agreement and Guaranty included as Exhibit A)*	10-K	001-39969	10.34	March 29, 2022

10.30	Amended and Restated Security Agreement, dated as of March 25, 2022, by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP, as administrative agent, and the other parties thereto*	10-K	001-39969	10.35	March 29, 2022

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10.31

Amended and Restated Intercompany Subordination Agreement, dated as of March 25, 2022, by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP, as administrative agent, and the other parties thereto*

10-K

001-39969

10.36

March 29, 2022

10.32

Pear Therapeutics, Inc. Severance and Change in Control Plan*‡

8-K

001-39969

10.1

June 15, 2022

10.33

At the Market Offering Agreement by and among Pear Therapeu ti cs, Inc., H.C. Wainwright & Co., LLC and Virtu Americas LLC, dated January 3, 2023*

8-K

001-39969

1.1

January 3, 2023

10.34

Separation Letter Agreement, dated as of December 17, 2022, by and between Pear Therapeutics, Inc. and Katherine Jeffery ‡+

10.35

First Amendment to Exclusive License Agreement date as of December 8, 2022, by and among Pear Therapeutics (US), Inc. and the University of Virginia Licensing & Ventures Group

10.36

First Amendment to Amended and Restated Credit Agreement and Guaranty , dat ed as of Januar y 13, 2023, by and among Pear Therapeutics, Inc., Pear Therapeutics (US), Inc., Perceptive Credit Holdings III, LP, as administrative agent, and the other parties thereto

First Amendment to Amended and Restated Credit Agreement and Guaranty

21.1

List of Subsidiaries*

8-K

001-39969

21.1

December 8, 2021

23.1

Consent of Deloitte & Touche LLP

31.1

Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

32.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Pear Therapeutics, Inc. | 2022 Form 10-K |Page 171

Table of Contents

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

__________________

*Previously filed

**Certain exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the Securities and Exchange Commission upon its request.

+ Certain confidential portions (indicated by brackets and asterisks) have been omitted from this exhibit.

Pear Therapeutics, Inc.| 2021 Form 10-K |Page 184

Table of Contents

‡ Management contract or compensatory plan or arrangement.

ITEM 16. FORM 10-K SUMMARY

None.

Pear Therapeutics, Inc. | 20212022 Form 10-K |Page 185172

Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

PEAR THERAPEUTICS, INC.

Date: March 2831, 20222023

By:

/s/ Corey M. McCann

Name:

Dr. Corey M. McCann

Title:

President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

Date

/s/ Dr. Corey M. McCann

Chief Executive Officer, President and Director

March 2831, 20222023

Dr. Corey M. McCann

(Principal Executive Officer)

/s/ Christopher D.T. Guiffre

Chief Financial Officer and Chief Operating Officer

March 2831, 20222023

Christopher D.T. Guiffre

(Principal Financial Officer)

/s/ Ellen E. Snow

Vice President, Corporate ControllerChief Accounting Officer

March 2831, 20222023

Ellen E. Snow

(Principal Accounting Officer)

/s/ Alison Bauerlein

Director

March 2831, 20222023

Alison Bauerlein

/s/ Jorge M. Gomez

Director

March 28, 2022

Jorge M. Gomez

/s/ Zack LynchPaul Mango

Director

March 2831, 20222023

Zack LynchPaul Mango

/s/ Shivakumar Rajaraman

Director

March 31, 2023

Shivakumar Rajaraman

/s/ Kirthiga Reddy

Director

March 2831, 20222023

Kirthiga Reddy

/s/ Nancy M. Schlichting

Director

March 28, 2022

Nancy M. Schlichting

/s/ Andrew SchwabNancy M. Schlichting

Director

March 28, 202231, 2023

Nancy M. Schlichting

/s/ Timothy A. Wicks

Director

March 31, 2023

Andrew SchwabTimothy A. Wicks

Pear Therapeutics, Inc. | 20212022 Form 10-K |Page 186173

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY]Operating Officer


9


Separation Agreement


			ADMINISTRATIVE AGENT:

			PERCEPTIVE CREDIT HOLDINGS III, LP

			By: PERCEPTIVE CREDIT OPPORTUNITIES GP, LLC, Accepted and Agreed To: Katherine Jeffery its general partner


			By			/s/ Sandeep Dixit
						Name: Sandeep Dixit
						Title: Chief Credit Officer


			By			/s/ Sam Chawla
						Name: Sam Chawla
						Title: Portfolio Manager


			Address for Notices:
			Perceptive Credit Holdings III, LP c/o Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003
			Attn: Sandeep Dixit
			Email: Sandeep@perceptivelife.com
			PCOFReporting@perceptivelife.com

/s/ Katherine Jeffery

Dated: 12/19/2022


10


			LENDERS:

			PERCEPTIVE CREDIT HOLDINGS III, LP

			By: PERCEPTIVE CREDIT OPPORTUNITIES GP, LLC, its general partner


			By			/s/ Sandeep Dixit
						Name: Sandeep Dixit
						Title: Chief Credit Officer


			By			/s/ Sam Chawla
						Name: Sam Chawla
						Title: Portfolio Manager


			Address for Notices:
			Perceptive Credit Holdings III, LP c/o Perceptive Advisors LLC 51 Astor Place, 10th Floor New York, NY 10003
			Attn: Sandeep Dixit
			Email: Sandeep@perceptivelife.com
			PCOFReporting@perceptivelife.com

[SIGNATURE PAGE TO AMENDED AND RESTATED CREDIT AGREEMENT AND GUARANTY]


Separation Agreement

EXHIBIT A

TO CREDIT AGREEMENT AND GUARANTY

FORM OF NOTEDeclaration Regarding Return of Company Property

[DATE]

U.S. $ [30,000,000] [10,000,000] [10,000,000]I, Kathy Jeffery, declare under penalty of perjury as follows:

FOR VALUE RECEIVED, the undersigned, Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), hereby promises to pay to Perceptive Credit Holdings III, LP (the “Lender

1.I have returned to Pear all data (including work product, financial data, documents and computer data, regardless of form or medium), and all equipment (including keys, devices and computer software), in my possession, custody or control that relate to the business of Pear.

2.This includes, but is not limited to, all things and data identified in Section 8, return of property, of my employee non-disclosure, non-solicitation and assignment of intellectual property agreement, which states:

7. Return of property. Upon termination of my employment with the company, or at any other time upon request of the company, I shall return promptly any and all customer or prospective customer or business partner or prospective business partner lists, other customer or prospective customer or business partner or prospective business partner information or related materials, computer programs, software, electronic data, specifications, drawings, blueprints, data storage devices, reproductions, sketches, notes, notebooks, memoranda, reports, records, proposals, business plans, or copies of them, other documents or materials, tools, equipment, or other property belonging to the company or its customers or business partners which I may then possess or have under my control, in any form, and including all copies of the same. I further agree that upon termination of employment I shall not take with me any documents or data in any form or of any description containing or pertaining to confidential information or inventions.

3.I confirm that I have complied with that Section 9.

4.I further agree that I have provided Pear with access to all usernames and passwords maintained by me on behalf of Pear.

5.After returning all data that relate to the business of Pear, I deleted/destroyed all copies or abstracts of such data in my possession, custody or control. I also confirm that if I discover any other company materials in my possession after the Separation Date, I will immediately return such materials to Pear and thereafter delete the same.

I declare under penalty of perjury that the foregoing is true and correct.

Signature: /s/ Katherine Jeffery Dated: 02/21/2023

Katherine Jeffery


11


Separation Agreement

EXHIBIT B

Employee Nondisclosure, Non-solicitation, and

Assignment of Intellectual Property Agreement

I, Katherine Jeffery, acknowledge and agree that in consideration and as a condition of my employment by Pear Therapeutics, Inc., a Delaware corporation (the “Company”), in immediately available funds,and of the aggregate principal sum set forth above, or,compensation to be paid to me, and in recognition of the fact that as an employee of the Company I will have access to confidential information, trade secrets and goodwill belonging to the Company, I agree with the Company as follows:

1.Acknowledgments.

a.By signing this Agreement I confirm my understanding and acknowledgement that the Company has expended substantial time, expense and effort in developing and maintaining its trade secrets and other Confidential Information (as defined below) and its goodwill with its Customers, employees, contractors, and Business Partners, which goodwill I acknowledge and agree belongs exclusively to the Company. I specifically acknowledge and agree that the nature, scope and period of the covenants set forth in Section if less, the aggregate unpaid principal amount of the [Tranche 1] [Tranche 2] [Tranche 3] Loan made by the Lender pursuant to Section 2.01(a) of the Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time6 below are reasonable and necessary to protect the Company’s trade secrets and other Confidential Information and goodwill. I also acknowledge and agree that in my position with the Company, I will be performing services for and have access to and use in the performance of my duties the Company’s Confidential Information and/or trade secrets regarding its products, processes, procedures, research and development, strategies and/or financial information. I further acknowledge that I have been offered substantial consideration for my agreements and covenants set forth in this Agreement, including my continued employment. “Customers” include, without limitation, current or prospective patients and/or users of the Company’s products or product candidates. “Business Partners” include, without limitation, Alliance Partners, Channel Partners, Clinical Partners and Healthcare Providers. “Alliance Partners” include, without limitation, developers or commercialization partners that develop or commercialize the Company’s products or product candidates. “Channel Partners” include, without limitation, any distribution platform or operator or other third party who is authorized to make the Company’s products or product candidates available for sale or distribution. “Clinical Partners” include, without limitation, hospitals, clinics, practices, other medical groups or healthcare systems that have contracted with the Company. “Healthcare Providers” include, without limitation, physicians, patient advocates, counselors, practitioners, recovery coaches, or other persons who provide healthcare or related services to Customers.

a.I hereby represent, warrant and agree that (i) I have disclosed to the Company any and all continuing obligations to previous employers or others that do or may restrict or purport to restrict in any manner my ability to provide services to the Company and/or require me not to disclose any information to the Company, by providing a copy of all documents containing such continuing obligations to the Company; (ii) in the course of performing services for the Company, I will not infringe or wrongfully appropriate any patents, copyrights, trade secrets or other intellectual property rights of any person or entity anywhere in the world; and (iii) I have not and will not disclose or use during my employment by the Company any confidential information that I acquired as a result of any previous employment or consulting arrangement or under a previous obligation of confidentiality.

1.Confidential Information. While employed by the Company and thereafter, I shall not, directly or indirectly, use any Confidential Information (as hereinafter defined) other than pursuant to my employment by and for the benefit of the Company, or disclose any Confidential Information to time, the “Credit Agreement”), among the Borrower, certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the lenders from time to time party thereto (the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), on the date or dates specified in the Credit Agreement, together with interest on the principal amount of such Loans from time to time outstanding thereunder at the rates, and payable in the manner and on the dates, specified in the Credit Agreement.

This Note is a Note issued pursuant to the terms of Section 2.03 of the Credit Agreement, and this Note and the holder hereof are entitled to all the benefits and security provided for thereby or referred to therein, to which Credit Agreement reference is hereby made for a statement thereof. All defined terms used in this Note, except terms otherwise defined herein, shall have the same meaning as in the Credit Agreement.

THIS NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION; PROVIDED THAT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY.

The Borrower hereby waives demand, presentment, protest or notice of any kind hereunder, other than notices provided for in the Loan Documents. The non-exercise by the holder hereof of any of its rights hereunder in any particular instance shall not constitute a waiver thereof in such particular or any subsequent instance.

THIS NOTE MAY NOT BE TRANSFERRED EXCEPT IN COMPLIANCE WITH THE TERMS OF THE CREDIT AGREEMENT.

[THIS NOTE HAS BEEN ISSUED WITH “ORIGINAL ISSUE DISCOUNT” (WITHIN THE MEANING OF SECTION 1273 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED). UPON WRITTEN REQUEST, THE BORROWER WILL PROMPTLY MAKE AVAILABLE TO ANY HOLDER OF THIS NOTE THE FOLLOWING INFORMATION: (1)anyone outside of the Company,


12


Separation Agreement

whether by private communication, public address, publication or otherwise, or disclose any Confidential Information to anyone within the Company who has not been authorized to receive such information, in each case except as directed in writing by an authorized representative of the Company. The term “Confidential Information” as used throughout this Agreement shall mean all trade secrets, proprietary information, know-how, data, designs, specifications, processes, Customer lists, Business Partner lists, and other technical or business information (and any evidence, record or representation thereof, as well as all metadata associated with any electronic files that constitute or contain the same), whether prepared, conceived or developed by a consultant or employee of the Company (including myself) or received by the Company from an outside source, which is in the possession of the Company (whether or not the property of the Company), which in any way relates to the present or future business of the Company, which is maintained in confidence by the Company, or which might permit the Company or its Business Partners to obtain a competitive advantage over competitors who do not have access to such trade secrets, proprietary information, or other data or information. Without limiting the generality of the foregoing, Confidential Information shall include:

a.any idea, improvement, invention, innovation, development, technical data, design, formula, device, pattern, concept, art, method, process, procedure, form, strategy, technique, machine, manufacturing method, composition of matter, computer program, software, firmware, source code, object code, algorithm, subroutine, object module, schematic, model, diagram, flow chart, user manual, training or service manual, product specification, plan for a new or revised product, compilation of information, or work in process, and any and all revisions and improvements relating to any of the foregoing (in each case whether or not reduced to tangible form);

a.any sales or marketing material, plan, or survey, business plan or opportunity, product or development plan or specification, business proposal, budget, fee schedule, financial data or record, or business data or record, or other record or information relating to the present or proposed business of the Company or any Customer or Business Partner (or prospective Customer or Business Partner);

a.information in any form, whether in a list or otherwise, concerning Customers, prospective Customers, Business Partners, or prospective Business Partners, including but not limited to names or lists of names, personal or financial information, requirements, and financial data of any of the foregoing, and any and all contracts, agreements or other arrangements with the same; and

a.the education and employment history, personal data and information, resumes, wages, compensation, and compensation and/or incentive plans of the Company’s current, former or prospective employees, contractors or interns and any lists, directories or organizational charts listing the Company’s employees, contractors or interns (to the extent the same are not made public in violation of any legal obligation).

Notwithstanding the foregoing, the term Confidential Information shall not apply to information which the Company has voluntarily disclosed to the public without restriction, or which has otherwise lawfully entered the public domain.

I understand that the Company from time to time has in its possession information (including product and development plans and specifications) which is claimed by Customers or Business Partners and others to be proprietary and which the Company has agreed to keep confidential. I agree that all such information shall be Confidential Information for purposes of this Agreement.

Consistent with applicable law, the Company is providing you with notice of the following provisions of the Defend Trade Secrets Act of 2016: “Immunity from Liability for Confidential Disclosure of a Trade Secret to the Government or in a Court Filing— (1) Immunity.—An individual shall not be held criminally or civilly liable under


13


Separation Agreement

THE ISSUE PRICEany Federal or AND ISSUE DATE OFState trade secret law THIS NOTE, (2) THE AMOUNTfor the disclosure of a trade secret that—(A) is made –(i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (2) Use of OF ORIGINAL ISSUE DISCOUNT ON THIS NOTE ANDTrade Secret Information in Anti-Retaliation Lawsuit—An individual who (3)files THEa YIELD TO MATURITY OFlawsuit for retaliation by THIS NOTE. HOLDERS SHOULD CONTACT THE CHIEF FINANCIAL OFFICER OF THE BORROWER AT [ADDRESS OF THE BORROWER]].

[Signature Page Follows]

Exhibit A-2


			PEAR THERAPEUTICS, INC.


			By
			Name:
			Title:

Exhibit A-3

EXHIBIT B

TO CREDIT AGREEMENT AND GUARANTY

FORM OF BORROWING NOTICE

Date: [__________]

To: Perceptive Credit Holdings III, LP, as Administrative Agent

c/o Perceptive Advisors LLC

51 Astor Place, 10th Floor

New York, NY 10003

Attn: Sandeep Dixit

Email: Sandeep@perceptivelife.com and PCOF@perceptivelife.com

Re: Borrowing under the Credit Agreement

Ladies and Gentlemen:

The undersigned, Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), refers to the Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”), among the Borrower, certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the lenders from time to time party thereto (the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The Borrower hereby gives you irrevocable notice, pursuant to Section 2.02 of the Credit Agreement, ofan employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual— (A) files any document containing the borrowing of the Loan specified herein:

1. The Borrowing Date is [__________].1

2. The amount of the proposed Borrowing is $[____].

3. The payment instructions with respect to the funds to be made available to the Borrower are as follows:

Bank name:

Bank Address:

Routing Number:

Account Number:

The Borrower hereby certifies that, both immediately before and after giving effect to

1 Pursuant to Section 2.02 of the Credit Agreement, this Borrowing Notice must be delivered to the Administrative Agent at least three (3), but not more than seven (7), Business Days prior to the Borrowing Date. If received by the Administrative Agent on a day that is not a Business Day or after 12:00 p.m. (New York City time) on a Business Day, this Borrowing Notice will be deemed to have been delivered on the next Business Day.

Exhibit B-1

both the Borrowing and the application of proceeds thereof on the Borrowing Date, the following statements are true and correct:

a) both immediately before and after giving effect to the Borrowing, (x) all representations and warranties set forth in each Loan Document that are qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct as of the date hereof, (y) the representations and warranties set forth in each Loan Document that are not qualified by materiality, Material Adverse Effect or the like are, in each case, true and correct in all material respects as of the date hereof, and (z) no Default has occurred and is continuing, or could reasonably be expected to result from the making of the Loans being advanced, or the consummation of any Transactions contemplated to occur, on the Borrowing Date; and

b) on and astrade secret under seal; and

(B) does not disclose the trade secret, except pursuant to court order.”

1.Ownership and Assignment of the Borrowing Date, there has occurred no Material Adverse Change since December 31, 2019.

[Signature Page Follows]

Exhibit B-2

IN WITNESS WHEREOF, the Borrower has caused this Borrowing Notice to be duly executed and delivered as of the day and year first above written.


			BORROWER:

			PEAR THERAPEUTICS, INC.


			By
			Name:
			Title:

Exhibit B-3

EXHIBIT C

TO CREDIT AGREEMENT AND GUARANTY

FORM OF GUARANTEE ASSUMPTION AGREEMENT

GUARANTEE ASSUMPTION AGREEMENT, dated as of [DATE] (this “Intellectual Property.

a.Guarantee and Assumption Agreement”), by [NAME OF ADDITIONAL SUBSIDIARY GUARANTOR], a [state of organization] [corporation][limited liability company] (the “Additional Subsidiary Guarantor”), under that certain Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”), among Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the lenders from time to time party thereto (the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

Pursuant to Section 8.12(a)(i) of the Credit Agreement, the Additional Subsidiary Guarantor hereby agrees to become a “Subsidiary Guarantor” for all purposes of the Credit Agreement, a “Grantor” for all purposes of the Security Agreement. Without limiting the foregoing, the Additional Subsidiary Guarantor hereby, jointly and severally with the other Subsidiary Guarantors, guarantees to the Lenders and their respective successors and assigns the prompt payment in full when due (whether at stated maturity, by acceleration or otherwise) of all Guaranteed ObligationsI agree that all originals and all copies of all manuscripts, drawings, prints, manuals, diagrams, letters, notes, notebooks, reports, models, records, files, memoranda, plans, sketches and all other documents and materials containing, representing, evidencing, recording, or constituting any Confidential Information (as defined in Section 13.012 of the Credit Agreement) in above), however and whenever produced (whether by myself or others) during the course of my employment, shall be the sole property of the Company.

a.I agree that all Confidential Information and all other discoveries, inventions, ideas, concepts, trademarks, service marks, logos, processes, products, formulas, computer programs or software, source codes, object codes, algorithms, machines, apparatuses, items of manufacture or composition of matter, or any new uses therefor or improvements thereon, or any new designs or modifications or configurations of any kind, or works of authorship of any kind, including, without limitation, compilations and derivative works, whether or not patentable or copyrightable, conceived, developed, reduced to practice or otherwise made by me, either alone or with others, and in any way related to the same manner and to the same extent as is provided in Section 13 of the Credit Agreement. In addition, as of the date hereof,business of the Company or to tasks assigned to me during the course of my employment, whether or not made during my regular working hours, whether or not conceived, developed, reduced to practice or made on the Company’s premises and whether or not disclosed by me to the Company (collectively “Inventions”), and any and all services and products which embody, emulate or employ any such Invention or Confidential Information shall be the sole property of the Company and all copyrights, patents, patent rights, trademarks and reproduction rights to, and

other proprietary rights in, each such Invention or Confidential Information, whether or not patentable or copyrightable, shall belong exclusively to the Company.

a.Subject to subsections (d) and, if applicable, (e) below, I agree to, and hereby do, assign to the Company all my right, title and interest throughout the world in and to all Inventions and to anything tangible which evidences, incorporates, constitutes, represents or records any Invention. I agree that all Inventions shall constitute works made for hire under the copyright laws of the United States and hereby assign and, to the extent any such assignment cannot be made at present, I hereby agree to assign to the Company all copyrights, patents and other proprietary rights I may have in any Inventions, together with the right to file for and/or own wholly without restriction United States and foreign patents, trademarks, and copyrights. I agree to waive, and hereby waive, all moral rights or proprietary rights in or to any Inventions and, to the extent that such rights may not be waived, agree not to assert such rights against the Company or its licensees, successors or assigns.

a.I hereby certify that Exhibit A sets forth any and all confidential information and intellectual property that I claim as my own or otherwise intend to exclude from this Agreement because it was developed by me prior to the date of this Agreement. I understand that after execution of this Agreement I shall have no right to exclude Confidential Information or Inventions from this Agreement.


14


Separation Agreement

a.For California Employees Only: I understand that the provisions of this Agreement requiring assignment of Inventions to the Company do not apply to any invention which qualifies fully under the provisions of California Labor Code Section 2870, which states: “(a) Any provision in an employment agreement which provides that an employee shall assign, or offer to assign, any of his or her rights in an invention to his or her employer shall not apply to an invention that the employee developed entirely on his or her own time without using the employer’s equipment, supplies, facilities, or trade secret information except for those inventions that either: (1) Relate at the time of conception or reduction to practice of the invention to the Additional Subsidiary Guarantor hereby makes the representations and warranties set forth in Section 7 of the Credit Agreement and in Section 4 of the Security Agreement, with respect to itself and its obligations under this Guarantee and Assumption Agreement and the other Loan Documents, as if each reference in such Sections to the Loan Documents included reference to this Guarantee and Assumption Agreement, such representations and warranties to be made as of the date hereof. [Attached asemployer’s business, or actual or demonstrably anticipated research or development of the employer; or (2) Result from any work performed by the employee for the employer.” I will advise the Company promptly in writing of any inventions that I believe meet the criteria in California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A hereto are supplemental to the Schedules set forth in Section 7 to the Credit Agreement and Section 4 of the Security Agreement, updated to include the Additional Subsidiary Guarantor.]2

The Additional Subsidiary Guarantor hereby instructs its counsel to deliver the opinions referred to in .

1.Employee’s Obligation to Keep Records. I shall make and maintain adequate and current written records of all Inventions, including notebooks and invention disclosures, which records shall be available to and remain the property of the Company at all times. I shall disclose all Inventions promptly, fully and in writing to the Company immediately upon production or development of the same and at any time upon request.

1.Employee’s Obligation to CooperateSection 8.12(a)(iv) of the Credit Agreement to the Administrative Agent. I will, at any time during my employment, or after it terminates, upon request of the Company, execute all documents and perform all lawful acts which the Company considers necessary or advisable to secure its rights hereunder and the Lenders.

THIS GUARANTEE AND ASSUMPTION AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION; PROVIDED THAT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS

2 [To be included if any Schedules set forth in Section 7 of the Credit Agreement or Section 4 of the Security Agreement need to be updated in connection with the making of representations and warranties with respect to the Additional Subsidiary Guarantor.]

Exhibit C-1

to carry out the intent of this Agreement. Without limiting the generality of the foregoing, I will assist the Company in any reasonable manner to obtain for its own benefit patents or copyrights in any and all countries with respect to all Inventions assigned pursuant to Section 3, and I will execute, when requested, patent and other applications and assignments thereof to the Company,

LAW SHALL APPLY.

[Signature Page Follows]

Exhibit C-2

IN WITNESS WHEREOF, the Additional Subsidiary Guarantor has causedor persons designated by it, and any other lawful documents deemed necessary by the Company to carry out the purposes of this Guarantee Assumption Agreement to be duly executedAgreement, and I will further assist the Company in every way to enforce any patents and delivered as of the day and year first above written.


			[ADDITIONAL SUBSIDIARY GUARANTOR]

			By
			Name:
			Title:

			Address for Notices:
			[__________]
			[__________]
			Attn:			[__________]
			Tel.:			[__________]
			Fax:			[__________]
			Email:			[__________]

Exhibit C-3

EXHIBIT A TO GUARANTEE ASSUMPTION AGREEMENT

[ATTACH UPDATED SCHEDULES, IF NEEDED]

Exhibit C-4

EXHIBIT D-1

TO CREDIT AGREEMENT AND GUARANTY

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”), among Pear Therapeutics, Inc. (the “Borrower”), a Delaware corporation, certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the lenders from time to time party thereto (the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Pursuant to the provisions of Section 5.03(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Signature Page Follows]

Exhibit D-1-1


[NAME OF LENDER]

By:
			Name:
			Title:

Date:			[________ __], 20[ ]

Exhibit D-1-2

EXHIBIT D-2

TO CREDIT AGREEMENT AND GUARANTY

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”), among Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the lenders from time to time party thereto (the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Pursuant to the provisions of Section 5.03(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form). By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Signature Page Follows]

Exhibit D-2-1


[NAME OF PARTICIPANT]

By:
			Name:
			Title:

Date:			[________ __], 20[ ]

Exhibit D-2-2

EXHIBIT D-3

TO CREDIT AGREEMENT AND GUARANTY

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”), among Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the lenders from time to time party thereto (the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Pursuant to the provisions of Section 5.03(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished its participating Lender with an IRS Form W-8IMY (or applicable successor form) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) or (ii) an IRS Form W-8IMY (or applicable successor form) accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Signature Page Follows]

Exhibit D-3-1


[NAME OF PARTICIPANT]

By:
			Name:
			Title:

Date:			[________ __], 20[ ]

Exhibit D-3-2

EXHIBIT D-4

TO CREDIT AGREEMENT AND GUARANTY

FORM OF U.S. TAX COMPLIANCE CERTIFICATE

(For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)

Reference is made to the Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”), among Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the lenders from time to time party thereto (the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Pursuant to the provisions of Section 5.03(f) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)), (iii) with respect to the extension of credit pursuant to this Credit Agreement orcopyrights obtained, including, without limitation, testifying in any suit or proceeding involving any of said patents or copyrights or executing any documents deemed necessary by the Company, all without further consideration than provided for herein. It is understood that reasonable out-of-pocket expenses of my assistance incurred at the request of the Company under this Section will be reimbursed by the Company. In the event the Company is unable after reasonable effort to obtain my signature on any document which I may be required to sign pursuant to this Agreement, whether because of my physical or mental incapacity or for any other Loan Document, neither the undersigned nor any of its direct or indirect partners/members is a “bank” extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a “ten percent shareholder” of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to the Borrower as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower with an IRS Form W-8IMY (or applicable successor form) accompanied by one of the following forms from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) or (ii) an IRS Form W-8IMY (or applicable successor form) accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E (or applicable successor form) from each of such partner’s/member’s beneficial owners that is claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided in this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding such payments.

Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

[Signature Page Follows]

Exhibit D-4-1


[NAME OF LENDER]

By:
			Name:
			Title:

Date:			[________ __], 20[ ]

Exhibit D-4-2

EXHIBIT E

TO CREDIT AGREEMENT AND GUARANTY

FORM OF COMPLIANCE CERTIFICATE

[DATE]

This certificate is delivered pursuant to Section 8.01(d) of, and in connection with the consummation of the Transactions contemplated in, the Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”), among Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the lenders from time to time party thereto (the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The undersigned, a duly authorized Responsible Officer of the Borrower having the name and title set forth below under his or her signature, hereby certifies (in his or her capacity as an officer of the Borrower and not in his or her individual capacity), on behalf of the Borrower for the benefit of the Secured Parties, that such Responsible Officer of the Borrower is familiar with the Credit Agreement and that, in accordance with each of the following sectionsreason whatsoever, I hereby irrevocably appoint each of the President and the Secretary of the Credit Agreement, eachCompany (whether now or hereafter in office) as my attorney-in-fact to execute any such document on my behalf.

1.Non-solicitation. I acknowledge and agree that any and all “goodwill” associated with any Customers, Business Partners and employees of the following is true on the date hereof, both before and after giving effect to any Loan to be made on or before the date hereof:

In accordance with Section 8.01[(b)/(c)] of the Credit Agreement, attached hereto as Annex A are the financial statements for the [fiscal quarter/fiscal year] ended [__________] required to be delivered pursuant to Section 8.01[(b)/(c)] of the Credit Agreement. [Such financial statements fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as at the dates indicated therein and the results of operations of the Borrower and its Subsidiaries for the periods indicated therein and have been prepared in accordance with GAAP consistently applied, subject to changes resulting from normal, year-end audit adjustments and except for the absence of footnotes.]3

Attached hereto as Annex B are the calculations used to determine compliance with each financial covenant contained in Section 10 of the Credit Agreement, together with evidence based upon the Borrower’s bank account statements that the Borrower has met its minimum liquidity requirement set forth in Section 10.01 of the Credit Agreement.

No Default or Event of Default is continuing as of the date hereof[, except as provided for on Annex C attached hereto, with respect to each of which the Borrower proposes to take the actions set forth on Annex C].

[Pursuant to Section 8.02(j) of the Credit Agreement, attached hereto as Annex D is a list of all Intellectual Property created, developed or acquired by the Borrower or of its Subsidiaries

3 Insert bracketed language only for certifications pursuant to Section 8.01(b) of the Credit Agreement.

Exhibit E-1

in the fiscal quarter ended [_________], 20[__].]4

[Signature Page Follows]

4 If applicable, insert bracketed language only for certifications pursuant to Sections 8.01(b) and 8.01(c) of the Credit Agreement.

Exhibit E-2

IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written above.


			PEAR THERAPEUTICS, INC.


			By
			Name:
			Title:

Exhibit E-3

EXHIBIT F

TO CREDIT AGREEMENT AND GUARANTY

FORM OF ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [______________] (the “Assignor”) and [______________] (the “Assignee”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”), among Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the lenders from time to time party thereto (the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the Credit Agreement and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other claims at lawCompany belongs exclusively to the Company including, but not limited to, any goodwill created as a result of direct or indirect contacts or relationships between me and any Customers, Business Partners or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations soldemployees of the Company. I also acknowledge and agree that my employment with and services for the Company will require the access to and use of Confidential Information. I further acknowledge and agree that the Company makes reasonable efforts to maintain the confidentiality of its Confidential Information, and that it derives independent economic value, actual or potential, from the Confidential Information not being generally known to the public or to others who can obtain economic value from its disclosure. I also acknowledge and agree that the Company would be irreparably damaged if I were to engage in the conduct described below using the Company’s Confidential Information (including but not limited to its trade secrets). Accordingly, I hereby agree that:


15


Separation Agreement

a.During my employment with the Company and for a period of twelve (12) months after the termination of my employment with the Company for any reason, I shall not, directly or indirectly, for myself or for any other person or entity, solicit, induce, hire, or attempt to do any of the foregoing, any employee of the Company (or any person who may have and assigned by the Assignor to the Assignee pursuant to clauses (i) and (ii) above being referred to herein collectively as the “been employed by the Company during the last twelve (12) months of my employment with the Company), or assist in such attempted or actual solicitation, inducement or hiring by any other person or entity or encourage any such employee to terminate his or her employment with the Company.

a.I acknowledge that the Company has valuable Trade Secrets (as defined by applicable law from time to time) to which I will have access during the term of my employment with the Company. I understand that the Company intends to vigorously pursue its rights under applicable Trade Secrets law if, during a period of twelve (12) months immediately following the termination of my employment for any reason, whether with or without cause, I solicit or influence or attempt to influence any Customer, Business Partner or other person either directly or indirectly, to direct any purchase of products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. Thereafter, the Company intends to vigorously pursue its rights under applicable Trade Secrets law as the circumstances warrant.

a.Assigned InterestFor Non-California Employees Only: ”). Such saleDuring my employment with the Company and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.for a period of twelve (12) months after the termination of my employment with the Company for any reason, I shall not, for myself or for any other person or entity, within the geographic area within which the Company did business at any time during the preceding two

(2) years, directly or indirectly, encourage or induce (or attempt to encourage or induce) any Customer, prospective Customer, Business Partner, or prospective Business Partner of the Company to terminate, cease, or reduce the scope of its relationship with the Company, or to refrain from entering into a business relationship with the Company.

I expressly agree that in the event of my breach of any of the foregoing, the period of the restriction shall be extended by at least an amount of time reflecting the period of time during which I was in violation of any of the provisions set forth in this Section.

1. Assignor[s]: _________________________________________

_________________________________________

2. Assignee[s]: _________________________________________

_________________________________________

[Assignee is an Affiliate of [Return of Propertyidentify Lender]]

Exhibit F-1

. Upon termination of my employment with the Company, or at any other time upon request of the Company, I shall return promptly any and all Customer or prospective Customer or Business Partner or Prospective Business Partner lists, other Customer or prospective Customer or Business Partner or prospective Business Partner information or related materials, computer programs, software, electronic data, specifications, drawings, blueprints, data storage devices, reproductions, sketches, notes, notebooks, memoranda, reports, records, proposals, business plans, or copies of them, other documents or materials, tools, equipment, or other property belonging to the Company or its Customers or Business Partners which I may then possess or have under my control, in any form, and including all copies of the same. I further agree that upon termination of employment I shall not take with me any documents or data in any form or of any description containing or pertaining to Confidential Information or Inventions.

3. Borrower: Pear Therapeutics, Inc.

1.4. Administrative Agent: Perceptive Credit Holdings III, LP

5. Credit Agreement: Credit Agreement and Guaranty, dated as of June 30, 2020, among the Borrower, certain Subsidiaries of the Borrower that may be required to provide GuaranteesOther Obligations. I acknowledge that the Company from time to time thereunder, the lenders from time to time party thereto (the “Lendersmay have agreements with other persons, including other corporations, the government of the United States or other countries and agencies thereof, which impose obligations or restrictions on the Company regarding inventions made during the course of work thereunder or regarding the confidential nature of such work or the confidential nature of information disclosed to the Company by such persons. I agree to be bound by all such obligations and restrictions and to take all action necessary to discharge the obligations of the Company thereunder.


16


Separation Agreement

1.Enforcement. I acknowledge and agree that (i) the provisions of Sections 2 and 6 are necessary and reasonable to protect the Company’s Confidential Information (including trade secrets) and goodwill; (ii) the specific time, geography and scope provisions set forth in Section 6 are reasonable and necessary to protect the Company’s business interests; and (iii) violation of this Agreement by me would cause irreparable harm to the Company not adequately compensable by money damages alone. In recognition of the foregoing, I agree that, in addition to all other remedies available to the Company at law, in equity or otherwise, the Company shall be entitled to specific performance, or temporary, preliminary or permanent injunctive relief, or any other equitable remedy which then may be available, to prevent an actual or threatened violation of this Agreement and to enforce the provisions hereof, without showing or proving any actual damage to the Company or posting any bond in connection therewith. The seeking of such injunction or order shall not affect the Company’s right to seek and obtain damages or other equitable relief on account of any such actual or threatened breach. I further agree that the

Company shall be entitled to its costs and fees, including attorneys’ fees, incurred by it should it prevail in enforcing the provisions of this Agreement.

1.Miscellaneous

a.”)This Agreement contains the entire and only agreement between me and the Administrative Agent.

6. Assigned Interest[s]:Company with respect to the subject matter hereof, superseding any previous oral or written communications, representations, understandings, or agreements with the Company or any officer or representative thereof. In the event of any inconsistency between this Agreement and any other contract between me and the Company, the provisions of this Agreement shall prevail.

a.My obligations under this Agreement shall survive the termination of my employment with the Company regardless of the manner of or reasons for such termination, and regardless of whether such termination constitutes a breach of any other agreement I may have with the Company. My obligations under this Agreement also shall continue should I be promoted or reassigned to functions other than my present functions, or should my compensation and benefit package change, or should I be transferred between or among Company offices or any Company affiliates that may exist. My obligations under this Agreement shall be binding upon my heirs, assigns, executors, administrators and representatives, and the provisions of this Agreement shall inure to the benefit of and be binding on the successors and assigns of the Company, and the Company shall have the right to assign this Agreement to another party, whether by agreement or by operation of law, and whether resulting from a merger, sale (of assets or securities or otherwise), or any other transaction or event.

a.If any provision of this Agreement shall be determined to be unenforceable by any court of competent jurisdiction by reason of its extending for too great a period of time or over too large a geographic area or over too great a range of activities, it shall be interpreted to extend only over the maximum period of time, geographic area or range of activities as to which it may be enforceable. If, after application of the immediately preceding sentence, any provision of this Agreement shall be determined to be invalid, illegal or otherwise unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the other provisions of this Agreement shall not be affected thereby. Except as otherwise provided in this paragraph, any invalid, illegal or unenforceable provision of this Agreement shall be severable, and after any such severance, all other provisions hereof shall remain in full force and effect.

a.No failure by the Company to insist upon strict compliance with any of the terms, covenants, or conditions hereof, and no delay or omission by the Company in exercising any right under this Agreement, will operate as a waiver of such terms, covenants, conditions or rights. A waiver or


17


Separation Agreement

consent given by the Company on any one occasion is effective only in that instance and will not be construed as a bar to or waiver of any right on any other occasion.

a.This Agreement may not be changed, modified, released, discharged, abandoned, or otherwise amended, in whole or in part, except by an instrument in writing signed by me and the Company.

a.This Agreement shall be governed by, and construed and enforced in accordance with, the laws of state in which I reside and primarily provide services to the Company, without regard to the principles of conflicts of laws of such state. This Agreement is executed under seal.

BY PLACING MY SIGNATURE HEREUNDER, I ACKNOWLEDGE AND AGREE THAT I HAVE READ ALL THE PROVISIONS OF THIS EMPLOYEE NON-DISCLOSURE, NON- SOLICITATION AND ASSIGNMENT OF INTELLECTUAL PROPERTY AGREEMENT, THAT I HAVE HAD ADEQUATE OPPORTUNITY TO REVIEW THE TERMS HEREIN AND REFLECT UPON AND CONSIDER THE SAME, AND TO CONSULT A LAWYER REGARDING THE SAME, AND THAT I FULLY UNDERSTAND AND VOLUNTARILY AGREE TO ALL OF ITS TERMS.

Effective Date is Start Date: June 10, 2019

EMPLOYEE:

/s/ Katherine Jeffery

Employee's Signature

Name: Katherine Jeffery

Address:

[***]

Accepted and Agreed:

PEAR THERAPEUTICS, INC.

By: /s/ Christopher Guiffre

Title: CFO & COO


18


Separation Agreement

EXHIBIT A

Excluded Confidential Information and Inventions

Title

Date

Identifying Number or Brief Description

Assignor[s]5n/a

Assignee[s]6n/a

Type of Commitment/Loans Assigned

Aggregate Amount of Commitment/Loans for all Lenders

Amount of Commitment/Loans Assigned8

Percentage Assigned of Commitment/
Loans7

[Tranche 1 Loan][Tranche 2 Loan][Tranche 3 Loan]

[Signature Page Follows]

5 List each Assignor, as appropriate.

6 List each Assignee, as appropriate.

7 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.

Exhibit F-2

Effective Date: _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:


		ASSIGNOR

		[NAME OF ASSIGNOR]


		By:
		Name:
		Title:


		ASSIGNEE

		[NAME OF ASSIGNEE]


		By:
		Name:
		Title:


Consented to and Accepted:

PERCEPTIVE CREDIT HOLDINGS III, LP, as Administrative Agent

By:	PERCEPTIVE CREDIT OPPORTUNITIES GP, LLC, its general partner

By:
Name:
Title:


By:
Name:
Title:

Exhibit F-3n/a

ANNEX 1

STANDARD TERMS AND CONDITIONS

1. Representations and Warranties.

1.1 Assignor. The Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or other Person of any of their respective obligations under any Loan Document.

1.2 Assignee. The Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an Eligible Transferee under the Credit Agreement, (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest and is experienced in acquiring assets of such type, (v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section 8.01(a), (b) and (c) thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, (vi) it has, independently and without reliance upon the Administrative Agent or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest, and (vii) attached to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by the Assignee; and (b) agrees that (i) it will, independently and without reliance on the Administrative Agent, the Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender.

2. Payments. From and after the Effective Date, the Administrative Agent shall make all payments in respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignor for amounts which have accrued to but excluding the Effective

Exhibit F-4

Date and to the Assignee for amounts which have accrued from and after the Effective Date. Notwithstanding the foregoing, the Administrative Agent shall make all payments of interest, fees or other amounts paid or payable in kind from and after the Effective Date to the Assignee.

3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by facsimile or in electronic (PDF) format shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption.

4. THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS THAT WOULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION; PROVIDED THAT SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY.

Exhibit F-5

EXHIBIT G

TO CREDIT AGREEMENT AND GUARANTY

FORM OF INFORMATION CERTIFICATE

(See attached.)

Exhibit G-1

EXHIBIT H

TO CREDIT AGREEMENT AND GUARANTY

FORM OF INTERCOMPANY SUBORDINATION AGREEMENT

This INTERCOMPANY SUBORDINATION AGREEMENT, dated as of [_________], 20[__] (this “Subordination Agreement”), is entered into by and among Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that are parties hereto, and certain other Subsidiaries of the Borrower that may, from time to time in the future, become parties hereto by executing and delivering a joinder agreement in substantially the form of Exhibit A hereto (any such Subsidiary being herein, individually, a “Subsidiary Party” and collectively the “Subsidiary Parties”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, in its capacity as Administrative Agent for the Lenders under the Credit Agreement (as defined below) (in such capacity, together with its successors and assigns, the “Administrative Agent”).

Reference is made to that certain Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”) among the Borrower, certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the Lenders from time to time party thereto and the Administrative Agent. Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

One or more of the Borrower and the Subsidiary Parties (individually, a “Pear Party” and collectively, the “Pear Parties”), in their capacities as lenders (each such entity, together with its successors, assigns and transferees in such capacity, individually, a “Junior Creditor”, and, collectively, “Junior Creditors”) has made, or may from time to time may make, loans or extend other financings to one or more of the Pear Parties that is an Obligor (each such Obligor, in its capacity as a borrower from any Junior Creditor (together with its successors, assigns and transferees) being herein, individually, a “Debtor Obligor”, and, collectively, “Debtor Obligors”) pursuant to Section 9.01(e) of the Credit Agreement. All such Indebtedness resulting from the making of any such loan or financing, together with all principal, interest, fees, premiums, costs, expenses, liabilities, obligations and other amounts of any type or nature at any time owing or arising in respect thereof, including but not limited to any such items or amounts as may accrue or be incurred before or after default or workout or the commencement of any liquidation, dissolution, bankruptcy, receivership or reorganization case by or against the Borrower, is herein collectively referred to as the “Junior Obligations”.

Each of the Junior Creditors and each of the Debtor Obligors, for the benefit of the Secured Parties and each of their permitted successors, transferees and assigns, hereby irrevocably and unconditionally agree as follows:

1. All payment obligations and other monetary obligations of any Debtor Obligor arising from time to time under or in connection with any Junior Obligations to any Junior Creditor are, and shall at all times be, subordinated in right of payment and performance to the prior Payment in Full (as defined below) of all Obligations owing under or in

Exhibit H-1

connection with the Credit Agreement and the other Loan Documents, whether in respect of principal, interest, fees or other monetary obligations or liabilities of any type or nature, including costs and expenses of enforcement, if any (collectively, the “Senior Obligations”), notwithstanding the maturity date or amortization date of any Junior Obligations or any acceleration of the maturity date related thereto, any default by or insolvency of any Junior Creditor or any other Person, or otherwise.

2. The parties hereto agree that this Subordination Agreement is for the benefit of, and shall be enforceable by the Administrative Agent on behalf of the Secured Parties.

3. At all times from and after the date of this Subordination Agreement until Payment in Full of all Senior Obligations and the termination of all Senior Liens (as defined below), (i) no Debtor Obligor shall make, and no Junior Creditor shall accept, receive or collect from or on behalf of any Debtor Obligor, any direct or indirect payment or distribution of any kind or character whatsoever (whether in cash, securities, other property, by set-off, forgiveness of any Indebtedness of any Secured Party, or otherwise) on account of any of the Junior Obligations, and (ii) under no circumstance shall any payment of any of the Junior Obligations be accelerated, or any other remedy, enforcement action or other action be taken by any Junior Creditor against any Debtor Obligor or any property of any Debtor Obligor or of any other Person, in each case with respect to any of the Junior Obligations (including to assert, enforce or collect any of the Junior Obligations), in each case, except to the extent permitted by the Credit Agreement or with the prior written consent of the Administrative Agent, which consent may not be unreasonably withheld.

4. No Junior Creditor shall, directly or indirectly, independently or with any other Person, take any action that would be in violation of, or inconsistent with, or result in a breach of this Subordination Agreement or challenge or contest (i) the validity, perfection, priority or enforceability of this Subordination Agreement, any Senior Obligations or any Liens securing the Senior Obligations (“Senior Liens”), (ii) any of the rights of any Secured Party set forth in the Credit Agreement or any other Loan Document (including with respect to the Senior Liens), or (iii) the validity or enforceability of the Credit Agreement or any other Loan Document or any portion thereof.

5. In the event that, prior to Payment in Full of the Senior Obligations, any Junior Creditor shall receive any payment or distribution of any kind or character whatsoever (whether in cash, securities, other property, by set-off, forgiveness of any Indebtedness of any Secured Party, or otherwise) on or in respect of all or any portion of the Junior Obligations in violation of any of the provisions of this Subordination Agreement, then such payment or distribution shall be held in trust by such Junior Creditor for the benefit of, and promptly (and in any event within one (1) Business Day) paid over by such Junior Creditor to the Administrative Agent for application of such payment or distribution to repay the Obligations in accordance with the terms thereof, until Payment in Full of the Obligations as confirmed in writing by the Administrative Agent to the Borrower.

Exhibit H-2

6. For purposes of this Subordination Agreement, “Payment in Full” means, with respect to the Obligations, that all such obligations and other amounts payable constituting Obligations have been indefeasibly paid in full in cash.

7. Neither any Junior Creditor nor any Debtor Obligor may assign or transfer any of its rights or obligations hereunder, except to another Obligor that becomes bound by the terms of this Subordination Agreement.

8. This Subordination Agreement is a Loan Document executed pursuant to the Credit Agreement and shall (unless otherwise expressly indicated therein) be construed, administered and applied in accordance with all of the terms and provisions of the Credit Agreement, as amended hereby, including Section 14 thereof. The provisions of this Subordination Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.

9. This Subordination Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this Subordination Agreement by signing any such counterpart.

10. This Subordination Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed in accordance with, the law of the State of New York, without regard to principles of conflicts of laws that would result in the application of the laws of any other jurisdiction; provided that Section 5-1401 of the New York General Obligations Law shall apply.

11. Any Subsidiary of the Borrower may, without the consent of any other party to Subordination Agreement, become an Pear Party under this Subordination Agreement by executing and delivering to the Administrative Agent a joinder agreement in substantially the form of Exhibit A hereto.

12. Except as modified in accordance with Section 11 to add any Subsidiary of the Borrower as an additional Pear Party to this Subordination Agreement, this Subordination Agreement may not be amended, waived or otherwise modified without the prior written consent of each of the parties hereto.

[SIGNATURE PAGE FOLLOWS]

Exhibit H-3

IN WITNESS WHEREOF, the parties have caused this Subordination Agreement to be duly executed and delivered as of the date first above written.


x		No inventions or improvements
	PEAR THERAPEUTICS, INC.


	By:
	Name:
	Title:

Exhibit H-4Additional Sheets Attached


			[SUBSIDIARY PARTY]


			By:
			Name:
			Title:

Exhibit H-5


			PERCEPTIVE CREDIT HOLDINGS III, LP,Signature: as the Administrative Agent

			/s/ Katherine Jeffery Dated: 02/21/2023 By Perceptive Credit Opportunities GP, LLC, its general partner


			By:
			Name:
			Title:


			By:
			Name:
			Title:

Exhibit H-6

Exhibit A

FORM OF INTERCOMPANY SUBORDINATION AGREEMENT JOINDER

This INTERCOMPANY SUBORDINATION AGREEMENT JOINDER, dated as of [DATE] by [NAME OF ADDITIONAL SUBSIDIARY], a [state of organization] [corporation][limited liability company] (the “Additional Pear Party”), under that certain Intercompany Subordination Agreement, dated as of [__________], 20[__] (as amended or otherwise modified from time to time, the “Subordination Agreement”), among Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower from time to time party thereto and Perceptive Credit Holdings III, LP, a Delaware limited partnership, in its capacity as Administrative Agent for the Lenders under the Credit Agreement (in such capacity, together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Subordination Agreement.

Pursuant to Section 11 of the Subordination Agreement, the Additional Pear Party hereby agrees to become a “Pear Party” for all purposes of the Subordination Agreement.

IN WITNESS WHEREOF, the Additional Pear Party has caused this Subordination Agreement Joinder to be duly executed and delivered as of the day and year first above written.


			[ADDITIONAL PEAR PARTY]

			By
			Name:
			Title:

Exhibit H-7

EXHIBIT I

TO CREDIT AGREEMENT AND GUARANTY

FORM OF SOLVENCY CERTIFICATE

[DATE]

This Solvency Certificate (this “Certificate”) is delivered pursuant to Section 6.01(j) of that certain Credit Agreement and Guaranty, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”), among Pear Therapeutics, Inc., a Delaware corporation (the “Borrower”), certain Subsidiaries of the Borrower that may be required to provide Guarantees from time to time thereunder, the lenders from time to time party thereto (the “Lenders”) and Perceptive Credit Holdings III, LP, a Delaware limited partnership, as administrative agent for the Lenders (in such capacity, together with its successors and assigns, the “Administrative Agent”). Capitalized terms used herein and not otherwise defined herein are used herein as defined in the Credit Agreement.

The undersigned hereby certifies on behalf of the Borrower (in his or her capacity as an officer of the Borrower and not in his or her individual capacity) as of the date hereof as follows:

1. I am the chief [financial][accounting] Responsible Officer of the Borrower and am duly authorized to execute and deliver this Certificate on behalf of the Borrower. I have been employed in positions involving responsibility for the management of the financial affairs of the Borrower. I have, together with other officers of the Borrower, acted on behalf of the Borrower in connection with the transactions contemplated by the Credit Agreement and the other Loan Documents.

2. I have carefully reviewed the contents of this Certificate and have conferred with legal counsel for the Borrower for the purpose of discussing the meaning of its contents.

3. In connection with preparing for the transactions contemplated by the Credit Agreement and the other Loan Documents, I have reviewed audited consolidated financial statements of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2019, and the unaudited consolidated balance sheets of the Borrower and its Subsidiaries for each fiscal quarter ended after December 31, 2019 together with the related consolidated statement of operations, shareholder’s equity and cash flows for such fiscal quarter (the information set forth in this paragraph being the “Financial Statements”).

4. The Financial Statements fairly present in all material respects the consolidated financial condition of the Borrower and its Subsidiaries as of such dates and for such periods covered by the Financial Statements. The assumptions stated in the Financial Statements were prepared in good faith based on assumptions believed to be reasonable.

The undersigned has concluded, in good faith and to the best of his or her knowledge and belief, that as of the date hereof and after giving effect to all the transactions contemplated by the Credit Agreement and the other Loan Documents and the incurrence of any other Indebtedness contemplated thereunder, and after giving effect to all rights of indemnity, obligation and contribution, as follows:

Exhibit I-1

Katherine Jeffery


19


Separation Agreement

EXHIBIT C

(i) The Borrower and its Subsidiaries taken as a whole, are, and immediately after giving effect to the Borrowing being made on the date hereof and the use of proceeds thereof, will be, Solvent.

(ii) No transfer of property is being made by the Borrower or any of its Subsidiaries and no obligation is being incurred by the Borrower or any of its Subsidiaries in connection with the transactions contemplated by the Credit Agreement or the other Loan Documents with the intent to hinder, delay, or defraud either present or future creditors of the Borrower or any of its Subsidiaries.

The undersigned understands that the Administrative Agent and the Lenders are relying on the truth and accuracy of this Certificate and that the delivery of this Certificate is a material inducement for the Administrative Agent and the Lenders to enter into the Credit Agreement and consummate the transactions contemplated thereby, and the undersigned hereby consents to such reliance.

[Signature Page Follows]

Exhibit I-2

IN WITNESS WHEREOF, the undersigned has executed this certificate on the date first written above.


			PEAR THERAPEUTICS, INC.


			By
						Name:
						Title:

Exhibit I-3

EXHIBIT J

TO CREDIT AGREEMENT AND GUARANTY

FORM OF WARRANT CERTIFICATE

(See attached.)

Exhibit J-1

FORM OF WARRANT CERTIFICATE

THIS WARRANT CERTIFICATE AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS WARRANT CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED UNDER ANY STATE OR FOREIGN SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED OR ASSIGNED UNLESS (I) A REGISTRATION STATEMENT COVERING SUCH SHARES IS EFFECTIVE UNDER THE SECURITIES ACT AND IS QUALIFIED UNDER APPLICABLE STATE AND FOREIGN LAW OR (II) THE TRANSACTION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS UNDER THE SECURITIES ACT AND THE QUALIFICATION REQUIREMENTS UNDER APPLICABLE STATE AND FOREIGN LAW AND, IN EACH CASE, IF THE COMPANY REQUESTS, AN OPINION SATISFACTORY TO THE COMPANY TO SUCH EFFECT HAS BEEN RENDERED BY COUNSEL.

Warrant Shares Issuable: [ ]

Warrant Certificate No.: [ ]

Issue Date: [ ], 2020 (the “Issue Date”)

FOR VALUE RECEIVED, PEAR THERAPEUTICS, INC., a Delaware corporation (the “Company”), hereby certifies that PERCEPTIVE CREDIT HOLDINGS III, LP, a Delaware limited partnership (the “Initial Holder” and, together with its successors and permitted transferees and assigns, a “Holder”) is entitled to purchase, at the per share Exercise Price, up to [ ] ([ ]) fully paid and nonassessable shares of the Company’s Series C Preferred Stock all subject to the terms, conditions and adjustments set forth below in this Warrant Certificate. Capitalized terms used herein have the meanings ascribed thereto in Section 1 below.

This Warrant Certificate has been issued as a condition precedent to the making of the [Tranche 1 Loan] [Tranche 2 Loan] [Tranche 3 Loan] under and pursuant to of the Credit and Guaranty Agreement, dated as of June 30, 2020 (as amended or otherwise modified from time to time, the “Credit Agreement”), among the Company, as borrower, certain Subsidiaries of the Company from time to time party thereto, as guarantors, the lenders from time to time party thereto, and Perceptive Credit Holdings III, LP, as the administrative agent for the lenders.

Section 1. Definitions. Capitalized terms used in this Warrant Certificate but not otherwise defined herein will have the meanings ascribed thereto in the Credit Agreement as in effect on the Issue Date. The following terms when used herein have the following meanings:

“Advanced Development” means, with respect to a proposed Product, that such proposed Product is in either a pivotal clinical trial or later stage of development.

“Aggregate Exercise Price” means, with respect to any exercise of this Warrant Certificate for Warrant Shares pursuant to Section 3, an amount equal to the product of (i) the number of Warrant Shares in respect of which this Warrant Certificate is then being exercised pursuant to Section 3, multiplied by (ii) the Exercise Price.

Exhibit J-2

“Assignment” has the meaning set forth in Section 7.

“Bloomberg” has the meaning set forth within the definition of “VWAP”.

“Cashless Exercise” has the meaning set forth in Section 3(b).

“Certificate of Incorporation” means the Fourth Amended and Restated Certificate of Incorporation of the Company, filed with the Secretary of State of Delaware on December 21, 2018, as amended to date and as further amended, amended or restated, or subsequently modified.

“Common Stock” means the Company’s common stock, par value $0.0001 per share, having ordinary voting rights, as provided in the Company’s Certificate of Incorporation.

“Company” has the meaning set forth in the preamble.

“Convertible Securities” means any Equity Interests that, directly or indirectly, are convertible into or exchangeable for Series C Preferred Stock or Common Stock.

“Credit Agreement” has the meaning set forth in the preamble. “Determination Date” has the meaning set forth in the definition of “VWAP”.

“Device” means any medical instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent or other similar or related item, including any component, part or accessory, that (i) is intended for use in connection with the diagnosis of disease, malady or other conditions or in the cure, mitigation, treatment or prevention of disease or malady, in man or other animals, or is intended to affect the structure or any function of the body of man or other animals, (ii) does not achieve its primary intended purpose or purposes through chemical action within or on the body of man or other animals and (iii) is not dependent upon being metabolized for the achievement of its primary intended purpose or purposes.

“Equity Interests” means, with respect to any Person (for purposes of this defined term, an “issuer”), all shares of, interests or participations in, or other equivalents in respect of such issuer’s capital stock, including all membership interests, partnership interests or equivalent, and all debt or other securities (including warrants, options and similar rights) directly or indirectly exchangeable, exercisable or otherwise convertible into, such issuer’s capital stock, whether now outstanding or issued after the Issue Date, and in each case, however classified or designated and whether voting or non-voting.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Excluded Securities” means any issuance or sale (whether an original issuance or a sale from treasury) by the Company after the Issue Date of: (i) equity securities upon the exercise of this Warrant Certificate; (ii) equity securities (as such number of shares is equitably adjusted for subsequent stock splits, stock combinations, stock dividends and recapitalizations) issued directly or upon the exercise of Options to directors, officers, employees, or consultants of the Company

Exhibit J-3

in connection with their service as directors or officers of the Company, their employment by the Company or their retention as consultants by the Company, in each case authorized by the Board and issued pursuant to a stock incentive plan (including all such equity securities outstanding prior to the Issue Date); (iii) equity securities issued upon the conversion or exercise of Options (other than Options covered by clause (ii) above) or Convertible Securities issued prior to the Issue Date, provided that such securities are not amended after the date hereof to increase the number of shares of equity securities issuable thereunder or to lower the exercise or conversion price thereof; (iv) equity securities issued (a) to Persons in connection with a joint venture, strategic alliance or other commercial relationship with such Person (including Persons that are customers, suppliers and strategic partners of the Company) relating to Product Commercialization and Development Activities and not for the primary purpose of raising equity capital, or (b) in connection with a transaction in which the Company, directly or indirectly, acquires another business substantially in its entirely, in each case where such issuance and transaction has been unanimously approved by the Board; (v) equity securities offered and sold pursuant to a Public Offering; or (vi) equity securities issued to the lessor or vendor in any office lease or equipment lease or similar equipment financing transaction in which the Company obtains the use of such office space or equipment for its business.

“Exercise Certificate” has the meaning set forth in Section 3(a)(i).

“Exercise Documents” has the meaning set forth in Section 3(a)(i).

“Exercise Date” means, for any given exercise of this Warrant Certificate, whether in whole or in part, a Business Day on which the conditions to such exercise as set forth in Section 3 have been satisfied at or prior to 5:00 p.m., New York City time.

“Exercise Period” means the period from (and including) the Issue Date to (and including) 5:00 p.m., New York City time, on June 30, 2030.

“Exercise Price” means 7.1935 per Warrant Share, as adjusted from time to time as provided herein.

“Expiration Date” means June 30, 2030.

“Fair Market Value” means, if the Warrant Shares are traded on a Trading Market, (i) the VWAP of such Warrant Shares for such day or (ii) if there have been no sales of such Warrant Shares on any Trading Market on any such day, the average of the highest bid and lowest asked prices for such Warrant Shares on all applicable Trading Markets at the end of such day; provided that if at any time the Warrant Shares are not listed, quoted or otherwise available for trading on any Trading Market (so that no Trading Date shall have occurred), the “Fair Market Value” of such Warrant Shares shall be the fair market value per share of such Warrant Shares (including, if applicable, any Common Stock or other Equity Interests issuable upon conversion of the Warrant Shares) as reasonably determined in good faith by the Company’s Board, such determination to be subject to Section 10(a) or Section 10(b), as applicable.

“Holder” has the meaning set forth in the preamble.

Exhibit J-4

“Independent Advisor” has the meaning set forth in Section 10(a). “Initial Holder” has the meaning set forth in the preamble.

“Investors’ Rights Agreement” means that certain Second Amended and Restated Investors’ Rights Agreement, dated December 21, 2018, among the Company, certain holders of the Company’s Common Shares and certain holders of the preferred shares, as amended, amended and restated or subsequently modified.

“Issue Date” means the date designated as such on the first page of this Warrant Certificate.

“Marketable Securities” means Equity Interests meeting each of the following requirements: (i) the issuer thereof is subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, and is current in its filing of all required reports and other information under the Securities Act and the Exchange Act; (ii) such Equity Interests are traded on a Trading Market; and (iii) if delivered (or to be delivered) as payment or compensation to the Holder in connection with an automatic Cashless Exercise resulting from a Sale of the Company pursuant to Section 3(c), following the closing of the such Sale of the Company the Holder would not be restricted from publicly re-selling any or all of such Equity Interests delivered to it, except to the extent that any such restriction (x) arises solely under federal or state securities laws, rules or regulations, or (y) arising in connection with a customary market stand-off provision (or similar underwriters’ lock-up) and does not extend beyond six (6) months from the closing of such Sale of the Company to the extent such restrictions may be lifted at such time under the applicable federal or state securities laws, rules or regulations.

“Nasdaq” means The Nasdaq Stock Market, Inc.

“NYSE” means the New York Stock Exchange.

“Options” means any warrants, options or similar rights to subscribe for or purchase Equity Interests of the Company, including its Common Stock, Series C Preferred Stock or Convertible Securities.

“OTC Bulletin Board” means the National Association of Securities Dealers, Inc. OTC Bulletin Board.

“Person” means any individual, corporation, company, voluntary association, partnership, limited liability company, joint venture, trust, unincorporated organization or Governmental Authority or other entity of whatever nature.

“Product” means (i) those products and Devices set forth on Schedule 7.05(b) attached to the Credit Agreement, as amended, updated or otherwise modified from time to time pursuant to the terms thereof, and (ii) any other products or Devices developed, distributed, imported, exported, labeled, promoted, licensed, marketed, sold or otherwise commercialized by the Borrower or any of its Subsidiaries, but excluding any such products or Devices that, if in development or which may be developed, have not yet reached the stage of Advanced Development.

Exhibit J-5

“Product Commercialization and Development Activities” means, with respect to any Product, any combination of (i) research, development, manufacturing, quality compliance, use, sale, licensing, importation, exportation, shipping, storage, handling, designing, labeling, marketing, promotion, supply, dispensing, distribution, testing, packaging, purchasing or other commercialization activity, (ii) receipt of payment or other remuneration in respect of any of the foregoing (including, without limitation, in respect of licensing, royalty or similar payments) or (iii) any similar or other activities the purpose of which is to commercially exploit such Product.

“Public Offering” means, with respect to any Person, any sale of Equity Interests of such Person pursuant to an offering that is underwritten on a firm commitment basis by a nationally recognized investment banking firm (or through the merger of such Person with a special purpose acquisition company) and, as a result of which, such Person becomes subject to the reporting requirements of Section 13 or Section 15 of the Exchange Act immediately following such offering.

“Qualified IPO” means an initial Public Offering by the Company of Equity Interests having ordinary voting rights that results in (i) such Equity Interests being listed on either the New York Stock Exchange or the NASDAQ National Market and (ii) the receipt by the Company of gross proceeds from such offering that equal or exceed $50,000,000.

“Registration Statement” means, with respect to any Public Offering by the Company of its Common Stock, a registration statement of the Company that covers such Common Stock, including any prospectus, amendments or supplements to such Registration Statement, including post-effective amendments and all exhibits and all materials incorporated by reference in such Registration Statement.

“Right of First Refusal and Co-Sale Agreement” means that certain Second Amended and Restated Right of First Refusal and Co-Sale Agreement, dated December 21, 2018, among the Company, certain holders of the Company’s Common Shares and certain holders of the preferred shares, as amended, amended and restated, or subsequently modified.

“Rule 144” means Rule 144 promulgated under the Securities Act.

“Sale of the Company” means an event or transaction or series of related events or transactions pursuant to which, directly or indirectly, either (x) any Person or group of Persons acting jointly or otherwise in concert (other than the Holder) acquires ownership, directly or indirectly, beneficially or of record, of Equity Interests of the Company having more than fifty percent (50%) of the aggregate ordinary voting power, determined on a fully-diluted, as-if-converted or exercised basis, whether such right is exercisable immediately or only after the passage of time, or (y) (i) all or substantially all of the assets or businesses of the Company and its Subsidiaries, taken as a whole, are transferred or sold, including by way of lease, transfer, conveyance or other disposition (including, without limitation, by way of irrevocable, exclusive license arrangements), and (ii) as a result of, and pursuant to the terms governing, such event, transaction or series of related events or transactions, all Obligations outstanding under the Credit Agreement are to be paid in full in cash, Marketable Securities or a combination thereof.

Exhibit J-6

“SEC” means the Securities and Exchange Commission or any successor thereto.

“Securities Act” means the Securities Act of 1933, as amended.

“Series C Preferred Stock” means, as designated and defined in the Certificate of Incorporation, the Company’s Series C Preferred Stock having a par value $0.0001 per share.

“Stockholders’ Agreements” means the Investors’ Rights Agreement, Voting Agreement and Right of First Refusal and Co-Sale Agreement.

“Trading Market” means, with respect to the Warrant Shares, the principal US exchange or market on which such Warrant Shares are quoted or available for trading, including the Nasdaq, the NYSE, the OTC Bulletin Board or otherwise.

“Unrestricted Conditions” has the meaning set forth in Section 11(a)(ii).

“Voting Agreement” means that certain Second Amended and Restated Voting Agreement, dated December 21, 2018, among the Company, certain holders of the Company’s Common Shares and certain holders of the preferred shares, as amended, amended and restated, or subsequently modified.

“VWAP” means, with respect to any Warrant Shares, as of any day of determination (a “Determination Date”), the volume weighted average sale price for the period of ten (10) consecutive trading days immediately preceding such Determination Date on the Trading Market for such Warrant Shares as reported by, or based upon data reported by, Bloomberg Financial Markets or an equivalent, reliable reporting service reasonably acceptable to the Holder and the Company (collectively, “Bloomberg”) or, if the volume weighted average sale price has not been reported for such security by Bloomberg for such ten (10) day period, then the last closing trade price of such security as reported by Bloomberg, or, if no last closing trade price is reported for such security by Bloomberg, the average of the bid prices of any market makers for such security that are listed in the over the counter market by the Financial Industry Regulatory Authority, Inc. or on the OTC Bulletin Board (or any successor) or in the “pink sheets” (or any successor) by the OTC Markets Group, Inc.; provided that if VWAP cannot be calculated for such security on such date in the manner provided above (including because the applicable security is not listed or publicly traded), the VWAP shall be the Fair Market Value as mutually determined by the Board and the Holder; provided further that, in the event the Board and Holder are unable to so mutually agree, Fair Market Value shall be determined pursuant to Section 10(a).

“Warrant Certificate” means this Warrant Certificate and all subsequent warrant certificates issued upon division, combination or transfer of, or in substitution for, this Warrant Certificate.

“Warrant Register” has the meaning set forth in Section 6.

Exhibit J-7

“Warrant Shares” means the shares of Series C Preferred Stock purchasable upon exercise of this Warrant Certificate in accordance with the terms of this Warrant Certificate and any capital stock into which such Series C Preferred Stock shall have been converted, exchanged or reclassified following the Issue Date.

“Warrant Shares Deemed Outstanding” means, at any given time, the sum of (i) the number of shares of Warrant Shares actually outstanding at such time, plus (ii) the number of shares of Warrant Shares issuable upon exercise of Options actually outstanding at such time, plus (iii) the number of shares of Warrant Shares issuable upon conversion or exchange of Convertible Securities actually outstanding at such time (treating as actually outstanding any Convertible Securities issuable upon exercise of Options actually outstanding at such time), in each case, regardless of whether the Options or Convertible Securities are actually exercisable at such time; provided that Warrant Shares Deemed Outstanding at any given time shall not include shares owned or held by or for the account of the Company or any or its wholly owned Subsidiaries.

Section 2. Term of Warrant Certificate. Subject to the terms and conditions hereof, from

time to time during the Exercise Period, the Holder of this Warrant Certificate may exercise this Warrant Certificate for all or any part of the Warrant Shares purchasable hereunder (subject to adjustment as provided herein).

Section 3. Exercise of Warrant Certificate.

(a) Exercise Procedure. This Warrant Certificate may be exercised from time to time on any Business Day during the Exercise Period, for all or any part of the unexercised Warrant Shares, upon:

(i) delivery to the Company at its then principle executive office of a duly completed and executed Exercise Certificate in the form attached hereto as Exhibit A (each, an “Exercise Certificate”), which certificate will specify the number of Warrant Shares to be purchased and the Aggregate Exercise Price, together with this Warrant Certificate (collectively with the Exercise Certificate, the “Exercise Documents”); and

(ii) substantially contemporaneously with the delivery of the Exercise Certificate, payment to the Company of the Aggregate Exercise Price in accordance with Section 3(b); provided that, notwithstanding anything to the contrary herein, in no event shall the Exercise Price be lower than the par value of a Warrant Share.

(b) Payment of the Aggregate Exercise Price. Payment of the Aggregate Exercise Price shall be made, at the option of the Holder as expressed in the Exercise Certificate, by any of the following methods:

(i) by wire transfer of immediately available funds to an account designated in writing by the Company, in the amount of such Aggregate Exercise Price;

Exhibit J-8

(ii) by instructing the Company to withhold a number of Warrant Shares then issuable upon exercise of this Warrant Certificate with an aggregate Fair Market Value as of the Exercise Date equal to such Aggregate Exercise Price; or

(iii) any combination of the foregoing.

In the event of any withholding of Warrant Shares pursuant to Section 3(b)(ii) or (iii) (solely to the extent of such withholding, a “Cashless Exercise”) where the number of such shares whose value is equal to the Aggregate Exercise Price is not a whole number, the number of such shares withheld by the Company shall be rounded up to the nearest whole share and the Company shall make a cash payment to the Holder (by wire transfer of immediately available funds) in an amount calculated as provided pursuant to Section 3(e) below.

To the extent permitted by applicable Law, for purposes of Rule 144, it is acknowledged and agreed that (i) the Warrant Shares issuable upon any exercise of this Warrant Certificate in any Cashless Exercise transaction shall be deemed to have been acquired on the Issue Date, and (ii) the holding period for any Warrant Shares issuable upon the exercise of this Warrant Certificate in any Cashless Exercise transaction shall be deemed to have commenced on the Issue Date; provided that the Company makes no representation or warranty regarding the commencement of the holding period of any Warrant Share.

(c) Automatic Cashless Exercise. To the extent this Warrant Certificate has not been exercised in full by the Holder prior to the date of any of the following events or circumstances, any portion of this Warrant Certificate that remains unexercised on such date shall be deemed to have been exercised automatically pursuant to a Cashless Exercise, in whole (and not in part), on the Business Day immediately preceding the earlier of (i) the occurrence of the Expiration Date, (ii) the occurrence of a Qualified IPO and (iii) the consummation of a Sale of the Company in which the consideration to be received by the Company or is shareholders consists solely of cash, Marketable Securities or a combination thereof.

(d) Delivery of Stock Certificates. With respect to any exercise of this Warrant Certificate by the Holder, upon receipt by the Company of the Exercise Documents and delivery of the Aggregate Exercise Price, the Company shall, within three (3) Business Days, deliver in accordance with the terms hereof to or upon the order of the Holder that number of Warrant Shares for the portion of this Warrant Certificate so exercised on such date, together with cash in lieu of any fraction of a share, as provided in Section 3(e) below. If such Warrant Shares are issued in certificated form, the Company shall deliver a certificate or certificates, to the extent possible, representing the number of Warrant Shares as the Holder shall request in the Exercise Certificate. If such Warrant Shares are issued in uncertificated form, the Company shall deliver upon request a confirmation evidencing the registration of such shares. Except as otherwise provided herein, upon any exercise hereof this Warrant Certificate shall be deemed to have been exercised and such certificate or certificates of Warrant Shares shall be deemed to have been issued, and the Holder shall be deemed to have become a holder of record of such Warrant Shares for all purposes, as of the Exercise Date.

Exhibit J-9

(e) Fractional Shares. The Company shall not be required to issue a fractional Warrant Share upon exercise of any Warrant Certificate. As to any fraction of a Warrant Share that the Holder would otherwise be entitled upon such exercise, the Company shall pay to such Holder an amount in cash (by wire transfer of immediately available funds) equal to the product of (i) such fraction multiplied by (ii) the Fair Market Value of one Warrant Share on the Exercise Date.

(f) Stockholders’ Agreements. The Company acknowledges and agrees that simultaneously with the execution and delivery of this Warrant Certificate the Holder has executed and delivered to the Company, in escrow, an Adoption Agreement (as defined in the Voting Agreement) as required to be delivered pursuant to Section 6.1 of the Voting Agreement upon the issuance of additional shares of Series C Preferred Stock. Upon the initial exercise of this Warrant Certificate, such Adoption Agreement shall automatically (and without need of any further or other approval, consent or other action by any Person) be released from escrow; provided that no release from escrow shall occur or be deemed to occur until and unless the initial exercise of this Warrant Certificate shall have occurred pursuant to Section 3 hereof. The Company and the Holder each confirms and agrees that upon (but at no time prior to) such automatic release of the Adoption Agreement as provided in this clause (f) the Holder shall become an Investor and Stockholder (each as defined in the Voting Agreement) as contemplated by such Section 6.1 of the Voting Agreement. The Company further confirms and agrees that upon such release of the Adoption Agreement from escrow all conditions to issuance of the Warrant Shares upon exercise hereof required pursuant to the Voting Agreement shall have been satisfied. In addition, in connection with any other exercise of this Warrant Certificate pursuant to Section 3 hereof (including the initial exercise), upon the request of either party hereto the parties shall promptly (but in any event within three (3) Business Days of the applicable Exercise Date) enter into the other Stockholders’ Agreements, pursuant to which the Holder will become a party thereto; provided that, any term or provision hereof to the contrary notwithstanding, without limiting the obligations of the parties set forth in Section 3(d), the execution and delivery of such other Stockholders’ Agreements by the Holder shall not be a condition precedent to any exercise of this Warrant Certificate or the delivery of Warrant Shares in connection therewith pursuant to Section 3(d).

(g) Delivery of New Warrant Certificate. Unless the purchase rights represented by this Warrant shall have expired or shall have been fully exercised, the Company shall, at the time of delivery of the certificate or certificates representing the Warrant Shares being issued in accordance with Section 3(d) hereof, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unexpired and unexercised Warrant Shares called for by this Warrant. Such new Warrant shall in all other respects be identical to this Warrant.

(h) Valid Issuance of Warrant Certificate and Warrant Shares; Payment of Taxes. With respect to the exercise of this Warrant Certificate, the Company hereby represents, warrants, covenants and agrees as follows:

(i) This Warrant Certificate is, and any Warrant Certificate issued in substitution for or replacement of this Warrant Certificate shall be, upon issuance, duly authorized.

Exhibit J-10

(ii) All Warrant Shares issuable upon the exercise of this Warrant Certificate (or any substitute or replacement Warrant Certificate) in accordance with its terms including payment of the Exercise Price, shall be, upon issuance, and the Company shall take all such actions as may be necessary or appropriate in order that such Warrant Shares are, validly issued, fully paid and non-assessable, issued without violation of any pre-emptive or similar rights of any shareholder of the Company and free and clear of all liens and charges.

(iii) The Company shall take all such actions as may be necessary to ensure that all such Warrant Shares are issued without violation by the Company of any applicable Law or any requirements of any U.S. or non-U.S. securities exchange upon which Warrant Shares may be listed at the time of such exercise.

(iv) The Company shall pay all expenses in connection with, and all governmental charges that may be imposed with respect to, the issuance or delivery of Warrant Shares issuable upon exercise of their Warrant Certificate.

(v) The Company is a corporation duly organized and validly existing under the Laws of the State of Delaware and has the capacity and corporate power and authority to enter into this Warrant Certificate.

(vi) The Company has taken or caused to be taken all action required to be taken by it, its Board, any of its shareholders or any other Person to authorize the execution, delivery and performance of this Warrant Certificate and the issuance of the Warrant Shares.

(vii) This Warrant Certificate has been duly executed and delivered by the Company.

(viii) The obligations of the Company under this Warrant Certificate are legal, valid and binding obligations, enforceable against the Company in accordance with the terms hereof.

(ix) The Company has complied with all obligations set forth in Section 3(i), below.

(i) Conditional Exercise. Notwithstanding any other provision hereof, if an exercise of all or any portion of this Warrant Certificate is to be made in connection with a Public Offering, a Sale of the Company or other possible liquidity transaction or event, such exercise may, at the election of the Holder, be conditioned upon the consummation of such transaction, in which case such exercise shall not be deemed to be effective until immediately prior to the consummation of such transaction or event.

(j) Reservation of Shares. The Company shall at all times during the Exercise Period reserve and keep available out of its authorized but unissued Series C Preferred Stock or (if applicable) other Equity Interests constituting Warrant Shares (including its Common Stock or other Equity Interests) or into which Series C Preferred Stock may be exercised for or converted into, solely for the purpose of issuance upon the exercise of this Warrant Certificate,

Exhibit J-11

the maximum number of Warrant Shares or other Equity Interests issuable upon the exercise of this Warrant Certificate or the conversion or exchange of Warrant Shares issuable upon such exercise. The Company shall not increase the par value of any Warrant Shares receivable upon the exercise of this Warrant Certificate above the Exercise Price then in effect, and shall take all such actions within its power as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant Certificate.

(k) Rule 144 Compliance. At all times following the closing of a Public Offering, and with a view to making available to the Holder the benefits of Rule 144 and any other rule or regulation of the SEC that may at any time permit a holder to sell securities of the Company to the public without registration or pursuant to a Registration Statement, the Company shall:

(i) use reasonable commercial efforts to make and keep adequate public information available, as required by clause (c) of Rule 144;

(ii) use reasonable commercial efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act; and

(iii) furnish, or otherwise make available to the Holder so long as the Holder owns Warrant Shares, promptly upon request, a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and the Exchange Act.

Exhibit J-12

(l) Ownership Cap. At all times following the occurrence of a Qualified IPO, the Company shall not knowingly effect the exercise of this Warrant Certificate, and the Initial Holder shall not have the right to exercise this Warrant Certificate to the extent that, after giving effect to such exercise, the Initial Holder (together with its Affiliates) would beneficially own in excess of 9.99% of the Equity Interests of the Company having ordinary voting rights outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of such voting Equity Interests beneficially owned by the Initial Holder and its Affiliates shall include the number of Warrant Shares issuable upon exercise of this Warrant Certificate with respect to which the determination of such aggregate number is being made, but shall exclude Warrant Shares that do not have ordinary voting rights or that would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant Certificate beneficially owned by the Initial Holder and its Affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other Equity Interests of the Company beneficially owned by the Initial Holder and its Affiliates (including, without limitation, any Convertible Securities) subject to a limitation on conversion or exercise analogous to the limitations contained herein. Except as set forth in the preceding sentence, for purposes of this Section 3(k), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act, it being acknowledged by the Holder that the Company is not representing to such Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and such Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 3(l) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which a portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by such Holder) and of which portion of this Warrant is exercisable, in each case subject to the ownership cap, and the Company shall have no obligation to verify or confirm the accuracy of such determination. For purposes of this Warrant Certificate, in determining the number of outstanding Equity Interests of the Company having ordinary voting rights the Initial Holder of this Warrant Certificate may rely on the number of such outstanding Equity Interests as reflected in the most recent of (i) if available, the Company’s Form 10-K, Form 10-Q or other public filing with the SEC, as the case may be, (ii) a more recent public announcement by the Company, or (iii) any other notice by the Company or its transfer agent setting forth the number of such Equity Interests outstanding. In addition, upon the written request of the Initial Holder, the Company shall, within three (3) Business Days, confirm to the Initial Holder the number of its shares of Equity Interests having ordinary voting rights then outstanding.

Exhibit J-13

(m) Market Stand-off Agreement. The Holder hereby agrees that it will not, without the prior written consent of the managing underwriter, during the period commencing on the date of the final prospectus relating to the initial registration by the Company of shares of its Common Stock or any other equity securities under the Securities Act on a registration statement on Form S-1 or Form S-3, and ending on the date specified by the Company and the managing underwriter (such period not to exceed one hundred eighty (180) days, or such other period as may be requested by the Company or an underwriter to accommodate regulatory restrictions on (1) the publication or other distribution of research reports, and (2) analyst recommendations and opinions, including, but not limited to, the restrictions contained in FINRA Rule 2241, or any successor provisions or amendments thereto), (i) lend; offer; pledge; sell; contract to sell; sell any option or contract to purchase; purchase any option or contract to sell; grant any option, right, or warrant to purchase; or otherwise transfer or dispose of, directly or indirectly, any Warrant Shares or any securities convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock held immediately before the effective date of the registration statement for such offering or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such securities, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section 3(m) shall only apply to a Qualified IPO, shall not apply to the sale of any shares to an underwriter pursuant to an underwriting agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the Holder or the immediate family of the Holder; provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein; and provided further that any such transfer shall not involve a disposition for value, and shall be applicable to the Holder only if all officers and directors are subject to the same restrictions and the Company uses commercially reasonable efforts to obtain a similar agreement from all stockholders individually owning more than one percent (1%) of the Company’s outstanding Common Stock (after giving effect to conversion into Common Stock of all outstanding preferred stock). The underwriters in connection with such registration are intended third-party beneficiaries of this Section 3(m) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto. The Holder further agrees to execute such customary agreements as may be reasonably requested by the underwriters in connection with such registration that are consistent with this Section 3(m) or that are necessary to give further effect thereto. Any discretionary waiver or termination of the restrictions of any or all of such agreements by the Company or the underwriters shall apply pro rata to all holders of the Company’s equity securities subject to such agreements, based on the number of shares subject to such agreements. Upon execution and delivery by the Holder of the other Stockholders’ Agreements referenced in Section 3(f) above, this Section 3(m) shall, automatically and without need of any further action by any Person, terminate and no longer be of any force and effect.

Section 4. Adjustment to Number of Warrant Shares, Exercise Price, etc. The number of Warrant Shares issuable upon exercise of this Warrant Certificate shall be subject to adjustment from time to time as provided in this Section 4.

Exhibit J-14

(a) Adjustment to Number of Warrant Shares Upon Reorganizations, Reclassifications, etc. In the event of any changes in the number of Warrant Shares Deemed Outstanding by reason of redemptions, recapitalizations, reclassifications, combinations or exchanges of shares, splits or reverse splits, separations, reorganizations, liquidations, substitutions, replacements or the like, the number and class of Warrant Shares available upon exercise of this Warrant Certificate in the aggregate and the Exercise Price per share shall be correspondingly adjusted as may be necessary in order to give the Holder of this Warrant Certificate, upon exercise, the total number, class, and kind of shares as the Holder would have owned (or would have had the right to own upon exercise hereof) had this Warrant Certificate been exercised prior to any such event and had the Holder continued to hold such Warrant Shares until after the event requiring adjustment. The form of this Warrant Certificate need not be changed because of any adjustment in the number of Warrant Shares subject to this Warrant Certificate.

(b) Changes to Conversion Rate or Conversion Price of Series C Preferred Stock. Without limiting the foregoing, but without duplication of any adjustment to be made pursuant to Section 4(a) above or Section 4(c) below, in the event of any changes to the Series C Conversion Price pursuant to the terms of (and as defined in) the Certificate of Incorporation, then upon exercise of this Warrant Certificate each Warrant Share acquired as a result of such exercise, without additional cost to the Holder, shall be subject to the Series C Conversion Price last in effect for the Series C Preferred Stock, as if the Holder had owned the Warrant Shares of record as of the date of such change.

(c) Adjustment to Number of Warrant Shares Upon Certain Dividends, etc. If the Company declares or pays a dividend or distribution on the outstanding shares of its Series C Preferred Stock payable in cash, Equity Interests or other property (or prior to the exercise of this Warrant Certificate in full the holders of Series C Preferred Stock become entitled to receive any such dividend or distribution payable in respect of any Equity Interests into which the Series C Preferred Stock is convertible or exchangeable), then upon exercise of this Warrant Certificate, for each Warrant Share acquired, the Holder shall receive, without additional cost to the Holder, the total amount, number and kind of cash, Equity Interests or other property which the Holder would have received had the Holder owned the Warrant Shares of record as of the date such dividend or distribution occurred.

(d) Mandatory Conversion of Series C Preferred Stock. Without limiting the foregoing, but without duplication of any adjustment to be made pursuant to Section 4(a), Section (b) or Section 4(c) above, in the event that, pursuant to the provisions of the Certificate of Incorporation, all outstanding shares of Series C Preferred Stock are converted, automatically or by action of the holders thereof, into Common Stock (or other Equity Interests), then from and after the date on which all outstanding shares of Series C Preferred Stock have been so converted, this Warrant Certificate shall be exercisable for such number of shares of Common Stock (or other Equity Interests) into which the Warrant Shares would have been converted had the Holder held such Warrant Shares on the date of such conversion, and the Exercise Price shall equal the Exercise Price in effect as of immediately prior to such conversion divided by the number of shares of Common Stock (or other Equity Interests) into which one Warrant Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions of this Warrant Certificate.

Exhibit J-15

(e) No Adjustment for Excluded Securities. Notwithstanding the foregoing, no adjustments shall be made under this Section 4 as the result of the issuance or deemed issuance of Excluded Securities.

(f) Certificate as to Adjustment.

(i) As promptly as reasonably practicable following any change or adjustment of the type described above in this Section 4, but in any event not later than five (5) Business Days thereafter, the Company shall furnish to the Holder a certificate of a Responsible Officer setting forth in reasonable detail such change or adjustment and the facts upon which it is based and certifying the calculation thereof.

(ii) As promptly as reasonably practicable following the receipt by the Company of a written request by the Holder, but in any event not later than five (5) Business Days thereafter, the Company shall furnish to the Holder a certificate of a Responsible Officer certifying the number of Warrant Shares or the amount, if any, of other Equity Interests, securities or assets then issuable upon exercise of the Warrant Certificate.

(g) Notices. In the event that, at any time during the Exercise Period the Company shall take a record of the holders of its outstanding capital stock (or other Equity Interests at the time issuable upon exercise of this Warrant Certificate) for the purpose of:

(i) entitling or enabling such holders to receive any dividend or other distribution, to receive any right to subscribe for or purchase any shares of capital stock of any class or any other securities, or to receive any other security;

(ii) (x) any capital reorganization of the Company, any reclassification of any outstanding securities, any consolidation or merger of the Company with or into another Person, any Public Offering of the Company’s Equity Interests, (y) a sale of all or substantially all of the Company’s assets to another Person or (z) any liquidation, bankruptcy, dissolution, winding-up or any similar event of the Company; or

(iii) the voluntary or involuntary dissolution, liquidation or winding-up of the Company (including by way of a bankruptcy or equivalent insolvency proceeding);

then, and in each such case, the Company shall send or cause to be sent to the Holder at least five (5) Business Days prior to the applicable record date or the applicable expected effective date, as the case may be, for the event, a written notice specifying, as the case may be, (A) the record date for such dividend, distribution or other right or action, and a description of such dividend, distribution or other right or action, or (B) the effective date on which such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up is proposed to take place, and the date, if any is to be fixed, as of which the books of the Company shall close or a record shall be taken with respect to which the holders of record of its capital stock (or such other Equity Interests at the time issuable upon exercise of the Warrant Certificate) shall be entitled to exchange their shares of capital stock (or such other Equity Interests), for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and the amount per share and character of such exchange applicable to the Warrant Certificate and the Warrant Shares.

Exhibit J-16

(h) Election to Convert Warrant Certificate in Respect of an Issuance of Senior Equity Interests. In the event that at any time after the date hereof the Company issues Series D preferred stock or another class or series of its Equity Interests having rights, preferences, priorities or the like that are senior or otherwise prior to the Series C Preferred Stock (collectively, “Senior Equity Interests”), the Holder shall have the option, exercisable in its sole discretion by written notice to the Company, to convert this Warrant Certificate (and the related rights and interests hereunder), to the extent this Warrant Certificate is unexercised at the time the Holder exercises such option, into a warrant to purchase such Senior Equity Interests; provided that in furtherance of the foregoing the parties agree to amend or otherwise modify this Warrant Certificate in all ways necessary and appropriate to effect such conversion of this Warrant Certificate into a warrant to purchase such Senior Equity Interests, including as follows: (i) all references herein to Series C Preferred Stock shall be changed to refer to the description of the Senior Equity Interests provided in the Certificate of Incorporation (as amended or modified); (ii) the Exercise Price of the Warrant Shares shall be automatically adjusted to equal the original per share issue price of the Senior Equity Interests as provided in the applicable sale or subscription agreement related thereto (the “Senior Equity Sales Price”), subject to further adjustment from time to time in accordance with Section 4, as applicable; and (iii) after giving effect to the conversion of the Warrant Certificate contemplated by this clause (h), the number of Warrant Shares issuable upon exercise of this Warrant Certificate shall be automatically adjusted to the product of (x) the total number of shares of Series C Preferred Stock that, immediately prior to the conversion of the Warrant Certificate contemplated by this clause (h), remain issuable upon exercise in full of this Warrant Certificate, multiplied by (y) a fraction having a numerator equal to Exercise Price in effect at the time referenced in clause (x) above and a denominator equal to the Senior Equity Sales Price, subject to further adjustment from time to time in accordance with Section 4; provided further that the option granted to the Holder pursuant to this clause (h) shall only apply to the immediate next issuance of Senior Equity Interests, if any, issued after the date hereof, and not any issuance of Senior Equity Interests, if any, that follows such immediate next issuance.

Section 5. [Reserved].

Section 6. Warrant Register. The Company shall keep and properly maintain at its principal executive offices a register (the “Warrant Register”) for the registration of this Warrant Certificate and any transfers thereof. The Company may deem and treat the Person in whose name this Warrant Certificate is registered on such register as the Holder thereof for all purposes, and the Company shall not be affected by any notice to the contrary, except any assignment, division, combination or other transfer of this Warrant Certificate effected in accordance with the provisions of this Warrant Certificate.

Exhibit J-17

Section 7. Transfer of Warrant Certificate. Subject to the transfer conditions referred to in the legend endorsed hereon and Section 11, this Warrant Certificate and all rights hereunder are transferable, in whole or in part, by the Holder without charge to the Holder, upon surrender of this Warrant Certificate to the Company at its then principal executive offices with a properly completed and duly executed instrument of assignment in the form attached hereto as Exhibit B (an “Assignment”). Upon such compliance, surrender and delivery, the Company shall execute and deliver a new Warrant Certificate or Warrant Certificates in the name of the assignee or assignees and in the denominations specified in such Assignment, and shall issue to the assignor a new Warrant Certificate evidencing the portion of this Warrant Certificate, if any, not so assigned, and this Warrant Certificate shall promptly be cancelled.

Section 8. The Holder Not Deemed a Shareholder; Limitations on Liability. Except as otherwise specifically provided herein (including in Section 4(c) above), (i) prior to the Exercise Date, the Holder shall not be entitled to receive dividends, nor shall anything contained in this Warrant Certificate be construed to confer upon the Holder, as such, any of the rights of a shareholder of the Company or any right to receive dividends or subscription rights, and (ii) prior to the registration of the Holder in the share register of the Company with respect to the Warrant Shares to which the Holder is then entitled to receive upon the due exercise of this Warrant Certificate, the Holder shall not be entitled to vote, nor shall anything contained in this Warrant Certificate be construed to confer upon the Holder, as such, any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise) or receive notice of meetings. In addition, nothing contained in this Warrant Certificate shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant Certificate or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company. Notwithstanding this Section 8, the Company shall provide the Holder with copies of the same notices and other information given to all stockholders of the Company generally, contemporaneously with the giving thereof to such stockholders.

Section 9. Replacement on Loss; Division and Combination.

(a) Replacement of Warrant Certificate on Loss. Subject to any further requirements in relation to the cancellation of this Warrant Certificate pursuant to applicable Law, upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant Certificate and upon delivery of an indemnity reasonably satisfactory to it (it being understood that a written indemnification agreement or affidavit of loss of the Holder shall be a sufficient indemnity) and, in case of mutilation, upon surrender of such Warrant Certificate for cancellation to the Company, the Company at its own expense shall execute and deliver to the Holder, in lieu hereof, a new Warrant Certificate of like tenor and exercisable for an equivalent number of Warrant Shares as this Warrant Certificate so lost, stolen, mutilated or destroyed; provided that, in the case of mutilation, no indemnity shall be required if this Warrant Certificate in identifiable form is surrendered to the Company for cancellation.

Exhibit J-18

(b) Division and Combination of Warrant Certificate. Subject to compliance with the applicable provisions of this Warrant Certificate as to any transfer or other assignment which may be involved in such division or combination, this Warrant Certificate may be divided or, following any such division of this Warrant Certificate, subsequently combined with other Warrant Certificates, upon the surrender of this Warrant Certificate or Warrant Certificates to the Company at its then principal executive offices, together with a written notice specifying the names and denominations in which new Warrant Certificates are to be issued, signed by each applicable Holder or its agents or attorneys. Subject to compliance with the applicable provisions of this Warrant Certificate as to any transfer or assignment which may be involved in such division or combination, the Company shall at its own expense execute and deliver a new Warrant Certificate or Warrant Certificates in exchange for this Warrant Certificate or Warrant Certificates so surrendered in accordance with such notice. Such new Warrant Certificate or Warrant Certificates shall be of like tenor to the surrendered Warrant Certificate or Warrant Certificates and shall be exercisable in the aggregate for an equivalent number of Warrant Shares as this Warrant Certificate or Warrant Certificates so surrendered in accordance with such notice.

Section 10. Disputes; No Impairment, etc. The parties hereto agree as follows:

(a) Disputes. In the event of any dispute which arises between the Holder and the Company (including the Board of the Company) with respect to the calculation or determination of the adjusted Exercise Price, the number of Warrant Shares, other Equity Interests, Fair Market Value, cash or other property issuable upon exercise of this Warrant Certificate, the amount or type of consideration due to the Holder in connection with any event, transaction or other matter described in Section 4 above or any other matter involving this Warrant Certificate or the Warrant Shares that is not resolved by the parties after good faith discussions and efforts to reach resolution, upon the request of the Holder the disputed issue(s) shall be submitted to a firm of independent investment bankers or public accountants of recognized national standing, which (i) shall be chosen by the Company and be reasonably satisfactory to the Holder and (ii) shall be completely independent of the Company (an “Independent Advisor”), for determination, and such determination by the Independent Advisor shall be binding upon the Company and the Holder with respect to this Warrant Certificate, any Warrant Shares issued or issuable in connection herewith, the Exercise Price therefor, or any other matter in dispute, as the case may be, absent manifest error. Costs and expenses of the Independent Advisor shall be shared 50/50 by the Company and the Holder.

(b) Equitable Equivalent. In case any event shall occur as to which the provisions of Section 10(a) above are not strictly applicable but the failure to make any adjustment would not, in the reasonable, good faith opinion of the Holder, fairly protect the rights and benefits of the Holder represented by this Warrant Certificate in accordance with the essential intent and principles of Sections 4 and 10(a), then, in any such case, at the request of the Holder, the Company shall submit the matter and issues raised by the Holder to an Independent Advisor, which shall give its opinion upon the adjustment, if any, on a basis consistent with the essential intent and principles established in Sections 4 and 10(a), to the extent necessary to preserve the rights and benefits represented by this Warrant Certificate. Upon receipt of such opinion, the Company will promptly mail a copy thereof to the Holder and shall make the adjustments described therein, if any. Costs and expenses of the Independent Advisor shall be shared 50/50 by the Company and the Holder.

Exhibit J-19

(c) No Avoidance. The Company shall not, by way of amendment of any of its Organic Documents or through any consolidation, merger, reorganization, transfer of assets, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance, performance or intended results of any of the terms or provisions of this Warrant Certificate, but will at all times in good faith assist in the carrying out of all such terms or provisions and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder against dilution or other impairment as if the Holder was a shareholder of the Company entitled to the benefit of fiduciary duties afforded to shareholders under Delaware law.

Section 11. Compliance with the Securities Act.

(a) Agreement to Comply with the Securities Act, etc.

(i) Legend. The Holder, by acceptance of this Warrant Certificate, agrees to comply in all respects with the provisions of this Section 11 and the restrictive legend requirements set forth on the face of this Warrant Certificate and further agrees that it shall not offer, sell or otherwise dispose of this Warrant Certificate or any Warrant Shares to be issued upon exercise hereof except under circumstances that will not result in a violation of the Securities Act. Subject to clause (ii) below, this Warrant Certificate and all Warrant Shares issued upon exercise of this Warrant Certificate (unless registered under the Securities Act) shall be stamped or imprinted with a legend in substantially the form as set forth on the face hereof.

(ii) Removal of Restrictive Legends. Neither this Warrant Certificate nor any certificates evidencing Warrant Shares issuable or deliverable under or in connection with this Warrant Certificate shall contain any legend restricting the transfer of such Warrant Certificate or Warrant Shares as applicable (including the legend required above in clause (i)) in any of the following circumstances: (A) following any sale of this Warrant Certificate or any Warrant Shares issued or delivered to the Holder under or in connection herewith pursuant to Rule 144 or (B) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the staff of the SEC), including clause (b)(1) of Rule 144, or any applicable state or foreign securities laws; provided that, in the case of clause (B) above, if the Company requests, a customary opinion, in form and substance reasonably satisfactory to the Company to such effect, will be delivered to the Company by counsel to the Holder (collectively, the “Unrestricted Conditions”). This Warrant Certificate or Warrant Shares, as the case may be, shall be issued free of all legends if the Unrestricted Conditions are met at the time of issuance

(iii) Replacement Warrant Certificate. The Company agrees that at such time as the Unrestricted Conditions have been satisfied it shall promptly (but in any event within five (5) Business Days) following written request from the Holder issue a replacement Warrant Certificate or replacement Warrant Shares, as the case may be, free of all restrictive legends.

Exhibit J-20

(iv) Sale of Unlegended Shares. The Holder agrees that the removal of the restrictive legend from this Warrant Certificate and any certificates representing securities as set forth in Section 11(a)(ii) above is predicated upon the Company’s reliance that the Holder will sell this Warrant Certificate or any such securities pursuant to either an effective Registration Statement or otherwise pursuant to the requirements of the Securities Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if such securities are sold pursuant to a Registration Statement, they will be sold in compliance with the plan of distribution set forth therein.

(b) Representations of the Holder. In connection with the issuance of this Warrant Certificate, the Holder represents, as of the Issue Date, to the Company by acceptance of this Warrant Certificate as follows:

(i) The Holder is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Securities Act. The Holder is acquiring this Warrant Certificate and the Warrant Shares to be issued upon exercise hereof for investment for its own account and not with a view towards, or for resale in connection with, the public sale or distribution of this Warrant Certificate or the Warrant Shares, except pursuant to sales registered or exempted under the Securities Act.

(ii) The Holder understands and acknowledges that this Warrant Certificate and the Warrant Shares to be issued upon exercise hereof are “restricted securities” under the Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that, under such Laws and applicable regulations, such securities may be resold without registration under the Securities Act only in certain limited circumstances. In addition, the Holder represents that it is familiar with Rule 144, as presently in effect, and understands the resale limitations imposed thereby and by the Securities Act.

(iii) The Holder acknowledges that it can bear the economic and financial risk of its investment for an indefinite period and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in this Warrant Certificate and the Warrant Shares. The Holder has had an opportunity to ask questions and receive answers from the Company regarding the terms and conditions of the offering of this Warrant Certificate and the business, properties, prospects and financial condition of the Company.

Section 12. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses indicated below (or at such other address for a party as shall be specified in a notice given in accordance with this Section 12).

Exhibit J-21


If to the Company:	Pear Therapeutics, Inc.
		200 State Street, 13th Floor
		Boston, MA 02109
		Attention: Ronan O’Brien
		E-mail: ronan.obrien@peartherapeutics.com

with a copy to:	Foley Hoag LLP
		55 Seaport Boulevard
		Boston, MA 02210
		Attention: David Broadwin, Esq.
		E-mail: DAB@foleyhoag.com

If to the Holder:	Perceptive Credit Holdings III, LP
		c/o Perceptive Advisors LLC
		51 Astor Place, 10th Floor
		New York, NY 10003
		Attention: Sandeep Dixit
		E-mail: Sandeep@perceptivelife.com

with a copy to:	Morrison & Foerster LLP
		250 West 55th Street
		New York, NY 10019
		Attention: Mark Wojciechowski, Esq.
		E-mail: mwojciechowski@mofo.com

Section 13. Cumulative Remedies. Except to the extent expressly provided in Section 7 to the contrary, the rights and remedies provided in this Warrant Certificate are cumulative and are not exclusive of, and are in addition to and not in substitution for, any other rights or remedies available at Law, in equity or otherwise.

Section 14. Entire Agreement. This Warrant Certificate constitutes the sole and entire agreement of the parties to this Warrant Certificate with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

Section 15. Successor and Assigns. This Warrant Certificate and the rights evidenced hereby shall be binding upon and shall inure to the benefit of the parties hereto and the successors of the Company and the successors and permitted assigns of the Holder. Such successor or permitted assign of the Holder shall be deemed to be the “Holder” for all purposes hereunder.

Section 16. No Third-Party Beneficiaries. Except to the extent expressly provided in Section 3(m) above, this Warrant Certificate is for the sole benefit of the Company and the Holder and their respective successors and, in the case of the Holder, permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever, under or by reason of this Warrant Certificate.

Exhibit J-22

Section 17. Headings. The headings in this Warrant Certificate are for reference only and shall not affect the interpretation of this Warrant Certificate.

Section 18. Amendment and Modification; Waiver. Except as otherwise provided herein, this Warrant Certificate may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by the Company or the Holder of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Warrant Certificate shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Section 19. Severability. If any term or provision of this Warrant Certificate is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Warrant Certificate or invalidate or render unenforceable such term or provision in any other jurisdiction.

Section 20. Governing Law. This Warrant Certificate shall be governed by and construed in accordance with the internal Laws of the State of New York without effect to any choice or conflict of Law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than those of the State of New York.

Section 21. Submission to Jurisdiction. Any legal suit, action or proceeding arising out of or based on this Warrant Certificate or the transactions contemplated hereby may be instituted in the federal courts of the United States or the courts of the State of New York, in each case located in the city and county of New York. Each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action or proceeding. Service of process, summons, notice or other document by certified or registered mail to such party’s address set forth in Section 12 shall be effective service of process for any suit, action or other proceeding, and the parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such suit, action or proceeding has been brought in an inconvenient forum.

Section 22. Counterparts. This Warrant Certificate may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Warrant Certificate delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Warrant Certificate.

Exhibit J-23

Section 23. No Strict Construction. This Warrant Certificate shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.

[SIGNATURE PAGE FOLLOWS]

Exhibit J-24

IN WITNESS WHEREOF, the Company has duly executed this Warrant Certificate on the Issue Date.


			PEAR THERAPEUTICS, INC.

			By
						Name:
						Title:

Exhibit J-25

Exhibit J-26

Exhibit A

to Warrant Certificate

FORM OF EXERCISE CERTIFICATE

(To be signed only upon exercise of Warrant Certificate)

To: Pear Therapeutics, Inc.

200 State Street, 13th Floor

Boston, MA 02109

Attention: [____]

Reference is made to that certain Warrant Certificate, having an issue date of [______] and bearing Warrant Certificate No. [___] (the “Warrant Certificate”), issued by Pear Therapeutics, Inc. (the “Company”) to [Name of Holder] (the “HolderOLDER WORKERS BENEFIT PROTECTION ACT NOTICE

Pear Therapeutics (US), Inc. (the “Company”) has decided that to better align its operations and business plans, it needs to conduct a reduction in force that will affect some of its employees, effective November 15, 2022. This decision will impact your position and, as a result, you are being offered a separation package including Severance Pay in exchange for signing a Separation Agreement. In accordance with the Older Workers Benefit Protection Act, the Company is obligated to provide you with certain information, provided below, relating to individuals selected for termination in the appropriate decisional unit and therefore, eligible for the offered Severance Pay, and any individuals in the same decisional unit not selected. This information is confidential and should not be shared with anyone other than your spouse or legal advisor.

This group termination program is being undertaken following the Company’s assessment of its business and financial needs and capabilities at present and going forward. Determination of which individuals would be terminated with eligibility for separation pay was made on the basis of a variety of factors, including (without limitation) whether individuals possess the necessary backgrounds, experiences and skills to meet the Company’s needs and goals going forward, the scope of the work performed by the individuals, and in some cases, factors specific to an individual. The decisional unit for this program was all Pear Therapeutic employees, wherever located, in its three offices and remote locations.

Individuals eligible for Severance Pay who are 40 years of age or older are being given at least 45 days to consider the Agreement. Individuals eligible for Severance Pay who are less than 40 years of age are being given fourteen (14) days to consider the Agreement.

Personnel Selected for Termination and Eligible for Severance Pay and Benefits in Exchange for a Release

[***]

Personnel Not Selected for Termination and Not Eligible for Severance Pay and Benefits in Exchange for a Release

[***]


20


Separation Agreement

EXHIBIT D

Option Amendment Agreement

This Option Amendment Agreement (this “Option Amendment Agreement”) is entered

into by Pear Therapeutics, Inc., (the “Company”). Unless otherwise defined herein, capitalized terms used herein have the meanings ascribed thereto in the Warrant Certificate.

The undersigned, as holder of a right to purchase Warrant Shares (as defined in the Warrant Certificate) of the Company pursuant to the terms of the Warrant Certificate, a copy of which is attached to this Exercise Certificate, hereby irrevocably elects, and Kathy Jeffery, an employee of the Company’s subsidiary, Pear Therapeutics (US), Inc. (the “Holder”). In order to be effective, this Option Amendment Agreement must be signed by the Holder and returned to Ronan O’Brien via email (ronan.obrien@peartherapeutics.com) no later than December 24, 2022.

WHEREAS, the Company has granted to the Holder, under the Company’s 2021 Stock Option and Incentive Plan (the “Plan”), one or more stock options (the “Option” or “Options”) to purchase shares of the Company’s class A common stock, pursuant to the terms of the Plan and the applicable option agreement granting the Options (the “Option Agreements”);

WHEREAS, the parties now desire to amend the Options to provide for a longer period of time to exercise the purchase right represented byOptions following termination of such Warrant Certificate for, and to purchase thereunder, [__________ (___________)] Warrant Sharesthe Holder’s employment with the Company; and

WHEREAS, the Holder understands that as a result of this Option Amendment Agreement any Option that qualified as an Incentive Stock Option, or ISO, shall no longer qualify as an Incentive Stock Option, and shall as of the date of execution of this Option Amendment Agreement automatically become a non-statutory Option; and the Holder understands further that upon exercise of this Option they shall have an obligation to satisfy any tax withholding obligation of the Company and herewith makes payment with respect to this Exercise Certificate of [____________ Dollars ($___________)] therefor by the following method.

(Check all that apply):

☐ The undersigned hereby elects to make payment of the Aggregate Exercise Price of [_________Dollars ($_________)] for [(_________)] shares of Series C Preferred Stock using the method described in Section 3(b)(i).

DATED:___________________


			[NAME OF HOLDER]

			By
						Name:
						Title:

Exhibit A-1

Exhibit B

to Warrant Certificate

FORM OF ASSIGNMENT

[DATE OF ASSIGNMENT]

Reference is made to that certain Warrant Certificate, having an issue date of [ __________] and bearing Warrant Certificate No. [____] (the “Warrant Certificate”), issued by Pear Therapeutics, Inc. (the “Company”) to the undersigned (the “Holder”). Unless otherwise defined herein, capitalized terms used herein have the meanings ascribed thereto in the Warrant Certificate.

THE UNDERSIGNED, [NAME OF HOLDER], is the holder of the Warrant Certificate and is entitled to purchase up to [__________] Warrant Shares pursuant to the terms thereof. A copy of the Warrant Certificate is attached hereto.

FOR VALUE RECEIVED, the Holder hereby sells, assigns and transfers to [NAME OF ASSIGNEE] (the “Assignee”) the right to acquire [all Warrant Shares entitled to be purchased upon exercise of the Warrant Certificate] [___________ of the Warrant Shares entitled to be purchased upon exercise of the Warrant Certificate] (the “ Assignment”). In furtherance of the foregoing assignment, the Holder hereby irrevocably instructs the Company to (i) memorialize such assignment in the Warrant Register as required pursuant to Section 6 of the Warrant Certificate, and (ii) pursuant to Section 7 of the Warrant Certificate, execute and deliver to the Assignee [and the Holder][a new Warrant Certificate][new Warrant Certificates] reflecting the foregoing assignment ([each] a “Substitute Warrant Certificate”). The Assignee acknowledges and agrees that its Substitute Warrant Certificate and the Warrant Shares to be issued upon exercise thereof are being acquired for investment and that the Assignee will not offer, sell or otherwise dispose of its Substitute Warrant Certificate or any Warrant Shares to be issued upon exercise or conversion thereof except under circumstances which will not result in a violation of the Securities Act or any applicable state securities Laws. The Assignee represents and warrants for the benefit of the Company that the Assignee is an “accredited investor” within the meaning of Rule 501 of Regulation D promulgated under the Securities Act.

To the extent required pursuant to Section 11(a) of the Warrant Certificate, the Assignee acknowledges and agrees that a restrictive legend shall be applied to the Assignee’s Substitute Warrant Certificate and the Warrant Shares issuable upon exercise of such certificate substantially consistent with the legend required pursuant to Section 11(a) of the Warrant Certificate.

The Assignee acknowledges and agrees that simultaneously with the execution and delivery of this Assignment, the Assignee has executed and delivered to the Company, in escrow, an Adoption Agreement to the Voting Agreement. Upon the initial exercise of the Substitute Warrant Certificate, such Adoption Agreement shall automatically (and without need of any further or other approval, consent or other action by any Person) be released from escrow.

such exercise, pursuant to the terms of the Plan.

Exhibit B-1

The Assignee further confirms, acknowledges and agrees to its obligation to enter into and become bound by the other Stockholders’ Agreements upon any exercise by it of the Substitute Warrant Certificate.

[SIGNATURE PAGE FOLLOWS]NOW, THEREFORE, the parties agree as follows:

Exhibit B-2

1.Notwithstanding anything to the contrary in the applicable Option Agreement or the Plan, (i) your stock options will continue to vest through February 29, 2024 (notwithstanding your termination of employment), (ii) the period for exercising your stock options, to the extent that they have vested as of February 29, 2024, will be extended until the earlier of March 31, 2024, or the expiration of the applicable Option, as stated in the applicable Option Agreement, and (iii) any of your remaining stock options that would not vest on or before February 29, 2024 will terminate immediately.

1.Except as expressly amended by this Option Amendment Agreement, all other terms and conditions of the Options shall remain in full force and effect without any modification or amendment, provided however that as a result of this Option Amendment Agreement, any Option that was an Incentive Stock Option (as defined in the Plan) shall no longer qualify as an Incentive Stock Option, and shall as of the date of execution of this Option Amendment Agreement automatically become a non-statutory Option.

IN WITNESS WHEREOF, the parties hereto agree as setCompany has caused this Option Amendment Agreement to be executed by its duly authorized officer.

Pear Therapeutics, Inc.

By: /s/ Christopher D.T. Guiffre

Name: Christopher D.T. Guiffre

Title: CFO & COO


21


Separation Agreement

Dated: 12/17/2022

The Holder understands that as a forth aboveresult of this Option Amendment Agreement any Option that qualified as an ISO shall no longer qualify as an ISO, and shall as of the date first written above.


			[NAME OF HOLDER]

			By
			Name:
			Title:


Accepted and agreed,

[NAME OF ASSIGNEE]

By
			Name:
			Title:

PEAR THERAPEUTICS, INC.

By
			Name:
			Title:

Exhibit B-3of execution of this Option Amendment Agreement automatically become a non-statutory Option. The Holder understands further that upon exercise of this Option they shall have an obligation to satisfy any tax withholding obligation of the Company with respect to such exercise, pursuant to the terms of the Plan.

ACCEPTED AND AGREED:

Name: /s/ Katherine Jeffery

By: Katherine Jeffery

Date: 12/19/2022


22

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	200 State Street, 13th Floor
	Boston, MA 02109
Delaware	(617) 925-7848	85-4103092
(State or other jurisdiction of incorporation or organization)	(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)	(I.R.S. Employer Identification No.)


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒


Outcomes	TAU		rTAU+reSET		p-value
Abstinence: All patients	17.6	%	40.3	%	0.4000
Abstinence: Non-abstinent at study start	3.2	%	16.1	%	1.3000
Retention in treatment: All patients	63.2	%	76.2	%	4.2000


Outcomes	TAU		rTAU+PDT		p-value
Number of Adverse Events	29,000		37,000		n/a
% of Adverse Events	11.5	%	14.5	%	0.3563


	TAU + PDT		TAU		p-value
Retention	82.4	%	68.4	%	20.00
No Substance Use (last 4 weeks)	77.3	%	62.1	%	30.00


☒			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 20212022


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


		Page
	Cautionary Statement and Cautionary Note Regarding Forward-Looking Statements	2
	PART I
Item 1	Business	5
Item 1A	Risk Factors	52
Item 1B	Unresolved Staff Comments	105
Item 2	Properties	105
Item 3	Legal Proceedings	105
Item 4	Mine Safety Disclosures	105
	PART II
Item 5	Market for Registrant’s Common Equity, Related Shareholder Matters, and Issuer Purchases of Equity Securities	106
Item 6	Select Financial Data	106
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	107
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	123
Item 8	Financial Statements and Supplemental Data	124
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	164
Item 9A	Controls and Procedures	164
Item 9B	Other Information	166
	PART III
Item 10	Directors, Offices, and Corporate Governance	167
Item 11	Executive Compensation	167
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters	167
Item 13	Certain Relationships and Related Transactions and Director Independence	167
Item 14	Principal Accountant Fees and Services	167
	PART IV
Item 15	Exhibits and Financial Statement Schedules	168
Item 16	Form 10-K Summary	172
	Signatures	173


Time of Assessment	Somryst Group		Control Group		p-value
End of Treatment Period (Week 9)	52.6	%	16.9	%	<0.0001
Month 6 Follow-Up	59.6	%	35.7	%	0.0002
Month 12 Follow-Up	69.7	%	43.0	%	<0.0001


HOLDINGS:

PEAR THERAPEUTICS, INC.
By			/s/ Ronan O’Brien
			Name: Ronan O’Brien
			Title: Secretary


BORROWER:

PEAR THERAPEUTICS (US), INC.

By			/s/ Ronan O’Brien
			Name: Ronan O’Brien
			Title: General Counsel & Chief Compliance Officer


ADMINISTRATIVE AGENT AND LENDER:

PERCEPTIVE CREDIT HOLDINGS III, LP

By: PERCEPTIVE CREDIT OPPORTUNITIES GP, LLC, its general partner


By	/s/ Sandeep Dixit
	Name:	Sandeep Dixit
	Title:	Chief Credit Officer


By	/s/ Sam Chawla
	Name:	Sam Chawla
	Title:	Portfolio Manager


			Page

SECTION 1 DEFINITIONS			1

	1.01	Certain Defined Terms	1

	1.02	Accounting Terms and Principles	30

	1.03	Interpretation	31

	1.04	Divisions	32

SECTION 2 THE COMMITMENTS AND THE LOANS			32

	2.01	Loans	32

	2.02	Borrowing Procedures	32

	2.03	Notes	32

	2.04	Use of Proceeds	32

SECTION 3 PAYMENTS OF PRINCIPAL AND INTEREST			33

	3.01	Repayments and Prepayments Generally; Application	33

	3.02	Interest	33

	3.03	Prepayments; Early Prepayment Fee	33

	3.04	Closing Fee	35

SECTION 4 PAYMENTS, ETC.			35

	4.01	Payments	35

	4.02	Computations	36

	4.03	Set-Off	36

SECTION 5 YIELD PROTECTION, ETC.			37

	5.01	Additional Costs	37

	5.02	Illegality	38

	5.03	Taxes	38

	5.04	Mitigation Obligations	42

SECTION 6 CONDITIONS PRECEDENT			42

	6.01	Conditions to the Borrowing of the Tranche 1 Loans	42

	6.02	Conditions to Effectiveness	47

SECTION 7 REPRESENTATIONS AND WARRANTIES			49

	7.01	Power and Authority	49

	7.02	Authorization; Enforceability	49


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	7.03	Governmental and Other Approvals; No Conflicts	50

	7.04	Financial Statements; Material Adverse Change	50

	7.05	Properties	50

	7.06	No Actions or Proceedings	54

	7.07	Compliance with Laws and Agreements	55

	7.08	Taxes	56

	7.09	Full Disclosure	56

	7.10	Investment Company Act and Margin Stock Regulation	57

	7.11	Solvency	57

	7.12	Equity Holders, Subsidiaries and Other Investments	57

	7.13	Indebtedness and Liens	57

	7.14	Material Agreements	57

	7.15	Restrictive Agreements	58

	7.16	Real Property	58

	7.17	Pension Matters	58

	7.18	Priority of Obligations; Collateral; Security Interest	58

	7.19	Regulatory Approvals	59

	7.20	Transactions with Affiliates	59

	7.21	Sanctions	59

	7.22	Anti-Corruption	59

	7.23	Deposit and Disbursement Accounts	60

	7.24	Royalties and Other Payments	60

	7.25	Non-Competes	60

	7.26	Internal Controls	60

SECTION 8 AFFIRMATIVE COVENANTS			60

	8.01	Financial Statements and Other Information	60

	8.02	Notices of Material Events	62

	8.03	Existence; Conduct of Business	64

	8.04	Payment of Obligations	64

	8.05	Insurance	65


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	8.06	Books and Records; Inspection Rights	65

	8.07	Compliance with Laws and Other Obligations	65

	8.08	Maintenance of Properties, Etc	65

	8.09	Licenses	66

	8.10	Action under Environmental Laws	66

	8.11	Use of Proceeds	66

	8.12	Certain Obligations Respecting Subsidiaries; Further Assurances	66

	8.13	Termination of Non-Permitted Liens	68

	8.14	Intellectual Property	68

	8.15	Maintenance of Regulatory Approvals, Contracts, Intellectual Property, Etc	68

	8.16	ERISA and Foreign Pension Plan Compliance	68

	8.17	Cash Management	68

	8.18	Litigation Cooperation	69

	8.19	Board Observation Rights	69

SECTION 9 NEGATIVE COVENANTS			70

	9.01	Indebtedness	70

	9.02	Liens	72

	9.03	Fundamental Changes, Acquisitions, Etc	73

	9.04	Lines of Business	74

	9.05	Investments	74

	9.06	Restricted Payments	75

	9.07	Payments of Indebtedness	76

	9.08	Change in Fiscal Year	76

	9.09	Sales of Assets, Etc	76

	9.10	Transactions with Affiliates	77

	9.11	Restrictive Agreements	77

	9.12	Modifications and Terminations of Material Agreements and Organic Documents	77

	9.13	Sales and Leasebacks	78

	9.14	Hazardous Material	78


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	9.15	Accounting Changes	78

	9.16	Compliance with ERISA	78

	9.17	Sanctions; Anti-Corruption Use of Proceeds	78

	9.18	Inbound and Outbound Licenses	78

	9.19	Activities of the Massachusetts Securities Subsidiary	79

SECTION 10 FINANCIAL COVENANTS			79

	10.01	Minimum Liquidity	79

	10.02	Minimum Revenue	79

SECTION 11 EVENTS OF DEFAULT			80

	11.01	Events of Default	80

	11.02	Remedies	83

	11.03	Additional Remedies	84

SECTION 12 THE ADMINISTRATIVE AGENT			84

	12.01	Appointment and Duties	84

	12.02	Binding Effect	85

	12.03	Use of Discretion	86

	12.04	Delegation of Rights and Duties	86

	12.05	Reliance and Liability	86

	12.06	Administrative Agent Individually	87

	12.07	Lender Credit Decision	87

	12.08	Expenses; Indemnities	87

	12.09	Resignation of the Administrative Agent	88

	12.10	Release of Collateral or Guarantors	89

	12.11	Additional Secured Parties	89

SECTION 13 GUARANTEE			90

	13.01	The Guarantee	90

	13.02	Obligations Unconditional	90

	13.03	Reinstatement	91

	13.04	Subrogation	91

	13.05	Remedies	91


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	13.06	Instrument for the Payment of Money	92

	13.07	Continuing Guarantee	92

	13.08	General Limitation on Guarantee Obligations	92

SECTION 14 MISCELLANEOUS			92

	14.01	No Waiver	92

	14.02	Notices	92

	14.03	Expenses, Indemnification, Etc	93

	14.04	Amendments, Etc	94

	14.05	Successors and Assigns	94

	14.06	Survival	97

	14.07	Captions	97

	14.08	Counterparts; Electronic Signatures	97

	14.09	Governing Law	97

	14.10	Jurisdiction, Service of Process and Venue	97

	14.11	Waiver of Jury Trial	98

	14.12	Waiver of Immunity	98

	14.13	Entire Agreement	98

	14.14	Severability	99

	14.15	No Fiduciary Relationship	99

	14.16	Confidentiality	99

	14.17	Interest Rate Limitation	100

	14.18	Early Prepayment Fee	100

	14.19	Judgment Currency	100

	14.20	USA PATRIOT Act	101

	14.21	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	101

	14.22	Amendment and Restatement; No Novation	101


Schedule 1	-	Commitments
Schedule 2	-	Deposit Accounts, Securities Accounts and Commodity Accounts of the Massachusetts Securities Subsidiary
Schedule 7.05(b)	-	Products
Schedule 7.05(c)	-	Obligor Intellectual Property
Schedule 7.06(a)	-	Certain Litigation
Schedule 7.06(c)	-	Labor Matters
Schedule 7.07(d)	-	Healthcare Law Matters
Schedule 7.08	-	Taxes
Schedule 7.12(a)	-	Holders of Equity Interests of the Borrower
Schedule 7.12(b)	-	Subsidiaries of the Borrower
Schedule 7.12(c)	-	Other Equity Interests Owned by Borrower or its Subsidiaries
Schedule 7.13(a)	-	Existing Indebtedness
Schedule 7.13(b)	-	Existing Indebtedness to be Repaid on the Closing Date
Schedule 7.13(c)	-	Existing Liens
Schedule 7.14	-	Material Agreements
Schedule 7.15	-	Restrictive Agreements
Schedule 7.16	-	Real Property
Schedule 7.17	-	Pension Matters
Schedule 7.19(b)	-	Regulatory Approvals
Schedule 7.20	-	Transactions with Affiliates
Schedule 7.23	-	Deposit and Disbursement Accounts
Schedule 7.24	-	Royalties and Other Payments
Schedule 7.25	-	Non-Competes
Schedule 9.05	-	Existing Investments
Schedule 9.13	-	Permitted Sales and Leasebacks

Exhibit A	-	Form of Note
Exhibit B	-	Form of Borrowing Notice
Exhibit C	-	Form of Guarantee Assumption Agreement
Exhibit D-1	-	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit D-2	-	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships for U.S. Federal Income Tax Purposes)
Exhibit D-3	-	Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit D-4	-	Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships for U.S. Federal Income Tax Purposes)
Exhibit E	-	Form of Compliance Certificate
Exhibit F	-	Form of Assignment and Assumption
Exhibit G	-	Form of Information Certificate
Exhibit H	-	Form of Intercompany Subordination Agreement
Exhibit I	-	Form of Solvency Certificate


Calculation Date			Revenue
March 31, 2022			$5,750,000
June 30, 2022			$7,750,000
September 30, 2022			$11,000,000
December 31, 2022			$18,000,000
March 31, 2023			$26,000,000


GRANTORS:

PEAR THERAPEUTICS (US), INC.


By:	/s/ Ronan O'Brien
	Name:	Ronan O'Brien
	Title:	General Counsel & Chief Compliance
		Officer


To:			Perceptive Credit Holdings III, LP, as Administrative Agent

Re:			PEAR THERAPEUTICS, INC.



/s/ Corey M. McCann
Dr. Corey M. McCann
Chief Executive Officer (Principal Executive Officer)



/s/ Christopher D.T. Guiffre
Christopher D.T. Guiffre
Chief Financial Officer (Principal Financial Officer)