UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~January 158, ~~2023~~2024 (~~December~~January 143, ~~2023~~2024)

Better Therapeutics, Inc.

(Exact name of ~~registrant~~Registrant as ~~specified~~Specified in ~~its~~Its ~~charter~~Charter)

Delaware	001-39864	85-3472546
(State or other jurisdictionof incorporation)	(Commission File Number)	(IRS EmployerIdentification No.)
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

548 Market Stree
548 Market Street
#49404
San Francisco, California	94104	~~94104~~
(Address of principal executive offices)		(Zip Code)
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~Code: 415 887-2311

~~N/A~~(Former Name or Former Address, if Changed Since Last Report)

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

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

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

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

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

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

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

Title of each class		TradingSymbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		BTTX		The Nasdaq Capital Market

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

BTTX

The Nasdaq Stock Market LLC

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

Emerging growth company ☒

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

Item 31.01 ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

AsOn ~~previously~~January 5, ~~disclosed~~2024, by Better Therapeutics, Inc. (the “Company”), onentered ~~June 16,~~into ~~2023,~~a ~~the~~Securities ~~Listing~~Purchase ~~Qualifications~~Agreement ~~Department~~ (the “~~Staff”)~~Purchase ~~of the Nasdaq Stock Market (“Nasdaq~~Agreement”) ~~notified the Company that it was not in compliance~~ with ~~the~~David ~~minimum~~Perry, ~~bid~~a ~~price~~director ~~requirement~~ and the ~~market~~Executive ~~value~~Chairman of ~~listed securities requirement for continued listing on~~ the ~~Nasdaq~~Company ~~Capital Market. Nasdaq Listing Rule 5550~~(athe “Purchaser”)~~(2)~~, ~~requires~~providing ~~companies~~for ~~listed on~~ the ~~Nasdaq~~private ~~Capital~~placement ~~Market to maintain a minimum bid price of at least $1 per share~~ (the “~~Minimum~~Private ~~Bid Price Requirement~~Placement”). ~~Nasdaq~~to ~~Listing~~the ~~Rule~~Purchaser ~~5550(b)(2)~~of ~~requires~~an ~~companies~~aggregate ~~listed~~of on1,471,453 ~~the~~shares ~~Nasdaq~~of ~~Capital~~the ~~Market~~Company’s tocommon ~~maintain~~stock, apar ~~minimum market~~ value of$0.0001 ~~listed~~per ~~securities~~share ~~of at least $35 million~~ (the “~~MVLS Requirement~~Shares”)~~. The letters noted that~~, asfor ofan ~~their~~aggregate ~~date,~~purchase ~~the bid~~ price of ~~the~~approximately ~~Company’s common stock~~$250,000 ~~par~~(or ~~value~~ $0.~~0001~~1699 per ~~share, was below $1~~Share).00 ~~per~~The ~~share~~closing ~~and~~of the ~~Company’s~~Private ~~market~~Placement ~~value~~is ofexpected ~~listed~~to ~~securities~~occur ~~was~~on ~~below $35~~January ~~million~~9, in2024, ~~each~~and ~~case~~is ~~for~~subject 30to ~~consecutive~~the ~~business~~satisfaction ~~days~~of customary closing conditions.

InThe ~~accordance~~Company ~~with~~intends ~~Nasdaq~~to ~~Listing~~use ~~Rule~~the ~~5810(c)(3)(A),~~net proceeds from the ~~Company~~Private ~~was~~Placement ~~provided~~to ~~180~~support ~~calendar~~the ~~days,~~execution orof ~~until~~key ~~December 13~~milestones, ~~2023,~~including tocommercialization ~~regain~~of ~~compliance~~AspyreRxTM (formerly BT-001) and the completion of other strategic initiatives.

OnThe ~~December 14,~~securities ~~2023,~~issued to the ~~Company~~Purchaser ~~received~~under ~~written notification (~~the ~~“December~~Purchase ~~Notice”)~~Agreement ~~from~~were ~~the~~issued ~~Staff~~pursuant ~~indicating~~to ~~that,~~an ~~based~~exemption ~~upon~~from ~~(i) the~~registration ~~Company’s~~provided ~~continued~~for ~~non-compliance~~under ~~with~~Section 4(a)(2) of the ~~Minimum~~Securities ~~Bid~~Act ~~Price~~of ~~Requirement~~1933, ~~and~~as amended (~~ii)~~ the ~~Company’s~~“Securities ~~continued~~Act”), ~~non-compliance~~and ~~with~~Regulation ~~the~~D ~~MVLS~~promulgated ~~Requirement,~~thereunder. ~~the~~The ~~Staff~~Company ~~determined~~relied ~~that~~on ~~the~~this ~~Company~~exemption ~~was~~from ~~not~~registration ~~eligible~~based ~~for~~in anpart ~~additional~~on ~~180~~representations ~~day~~made ~~extension~~by ~~to meet~~ the ~~continued listing requirements~~Purchaser.

AsThe asale ~~result,~~of the ~~Staff~~securities ~~determined~~pursuant to ~~delist~~ the ~~Company’s~~Purchase ~~securities~~Agreement ~~from~~has ~~Nasdaq,~~not ~~effective~~been ~~December 26,~~registered ~~2023,~~under ~~unless~~ the ~~Company~~Securities ~~timely~~Act ~~requests~~or anany ~~appeal~~state tosecurities alaws. ~~Nasdaq~~The ~~Hearings~~securities ~~Panel~~may ~~(the~~not ~~“Panel”)~~be onoffered or ~~before~~sold ~~December 21,~~in ~~2023.~~the ~~The~~United ~~Company~~States ~~intends~~absent toregistration ~~request~~or an ~~appeal~~applicable ofexemption ~~this~~from ~~determination~~registration ~~prior~~requirements. toNeither ~~the~~this ~~December~~Current ~~21st~~Report ~~deadline.~~on ~~The~~Form ~~request~~8-K, ~~for~~nor anthe ~~appeal~~exhibits ~~will~~attached ~~stay~~hereto, ~~the~~is ~~suspension~~an ~~and~~offer ~~delisting~~to ofsell or the ~~Company’s~~solicitation ~~common~~of ~~stock~~an ~~pending~~offer ~~the~~to ~~decision~~buy of the ~~Panel~~securities described herein.

~~There~~Pursuant ~~can~~to bethe Purchase Agreement, the Company agreed to prepare and file a registration statement with the Securities and Exchange Commission no ~~assurance~~later ~~that~~than 30 days following the ~~Company’s~~date ~~appeal~~of a written request from the Purchasers holding a majority of the ~~delisting~~Shares ~~determination~~(the ~~will~~“Registration beRequest ~~successful~~Date”), orto ~~that~~register the resale of the Shares. The Company ~~will~~agreed to use its commercially reasonable efforts to cause the registration statement to be ~~successful~~declared ineffective ~~maintaining~~within 90 days following the ~~listing~~Registration ofRequest ~~its~~Date ~~common~~and ~~stock~~to onkeep ~~The~~such ~~Nasdaq~~registration ~~Capital~~statement ~~Market~~effective at all times until no Purchaser owns any Shares.

~~Forward~~The foregoing description of the Purchase Agreement is not complete and is qualified in its entirety by references to the full text of such agreement, which is filed as exhibit 10.1 to this Current Report on Form 8-~~Looking~~K ~~Statements~~and is incorporated by reference herein.

~~Certain~~Item information contained in this Current Report on Form 8-K includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended2.02 ~~The~~Results Company may in some cases use terms such as “predicts,” “believes,” “potential,” “continue,” “anticipates,” “estimates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “likely,” “will,” “should” or other words that convey uncertainty of ~~the~~Operations ~~future events or outcomes to identify these forward-looking statements. The Company’s forward-looking statements are based on current beliefs~~ and ~~expectations~~Financial ~~of its management team that involve risks, potential changes in circumstances, assumptions, and uncertainties~~Condition. Such forward-looking statements include statements regarding the Company’s intentions regarding its appeal to the Panel and its ability to regain compliance with the Nasdaq continued listing requirements. These forward-looking statements are based on the current expectations of the Company’s management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements including the risks and uncertainties included under the header “Risk Factors” in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2023 filed with the SEC on November 9, 2023, and those that are included in any of the Company’s subsequent filings with the SEC.

On January 3, 2024, Better Therapeutics, Inc. issued a press release announcing its cash balance as of December 31, 2023 and other business updates. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 2.02 in this Current Report on Form 8-K and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 3.02

Unregistered Sales of Equity Securities.

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit		Description

10.1		Securities Purchase Agreement, dated January 5, 2024, among Better Therapeutics, Inc. and the purchaser party thereto.

99.1		Press Release issued by Better Therapeutics, Inc., January 3, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

Better Therapeutics, Inc.

Date: January 8, 2024

/s/ Frank Karbe

Date: December 15, 2023

/s/ Frank Karbe

Frank Karbe

Chief Executive Officer

Filing Compare · Better Therapeutics, Inc.