UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): ~~November~~January 143, ~~2022~~2023

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PEAR THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-39969	85-4103092
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
200 State Street, 13th Floor Boston, MA 02109
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (617) 925-7848

Not Applicable
	(Former name or address, if changed since last report)

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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

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A common stock,
par value $.0001 per share

PEAR

The Nasdaq Stock Market LLC

Warrants, each exercisable for one share of Class A Common Stock for $11.50 per share

PEARW

The Nasdaq Stock Market LLC

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

Emerging growth company ☒

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

Item 21.~~02.~~01 ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition.~~Agreement

On ~~November~~January 143, ~~2022~~2023, Pear Therapeutics, Inc. (the "“Company"”) ~~issued~~entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC (“Wainwright”) and Virtu Americas LLC (“Virtu” and, collectively with Wainwright, the “Managers” and each, a ~~press~~“Manager”), ~~release~~pursuant ~~reporting~~to which the ~~financial~~Company ~~results~~may offer and sell, from time to time through the Managers, shares of the Company’s ~~for~~Class ~~the~~A ~~third~~common ~~quarter~~stock, ~~ended~~par ~~September 30~~value $0.0001 per share (“Common Stock”), ~~2022~~for ~~and~~aggregate ~~other~~gross ~~business~~proceeds ~~developments~~of up to $150 million (the “Shares”). AThe ~~copy~~issuance and sale, if any, of Common Stock by the ~~press~~Company ~~release~~under the ATM Agreement is ~~attached~~subject to ~~this~~the ~~Current~~effectiveness ~~Report~~of asthe ~~Exhibit~~Company’s 99registration statement on Form S-3 (File No.1 333-269097) (the “Registration Statement”), filed with the Securities and Exchange Commission on January 3, 2022. The Company makes no assurances as to whether the Registration Statement will become effective or, if it does become effective, as to the continued effectiveness of the Registration Statement.

~~The~~Pursuant ~~information~~to inthe ~~this~~ATM ~~Current Report~~Agreement, ~~including~~the ~~Exhibit~~Manager ~~99.1~~selected ~~attached~~by ~~hereto~~the Company (such Manager, isthe ~~intended~~“Designated toManager”) bemay ~~furnished~~sell ~~and~~the ~~shall~~Shares ~~not~~in besales deemed to be “~~filed~~at-the-market” ~~for~~equity ~~purposes~~offerings ofas ~~Section~~defined 18in ofRule 415 promulgated under the Securities ~~Exchange~~ Act of ~~1934~~1933, as amended (the “~~Exchange~~Securities Act”), including sales made directly on or ~~otherwise~~through ~~subject~~the Nasdaq Capital Market. If agreed to in a separate terms agreement, the ~~liabilities~~Company ofmay ~~that~~sell ~~section~~Shares to a Manager selected by the Company as principal, ~~nor~~at ~~shall~~a itpurchase beprice ~~deemed~~agreed ~~incorporated~~upon by ~~reference~~such Manager and the Company. The Designated Manager may also sell Shares in ~~any~~negotiated ~~filing~~transactions ~~under~~with the ~~Securities~~Company’s ~~Act~~prior approval. The offer and sale of ~~1933,~~the asShares ~~amended,~~pursuant to the ATM Agreement will terminate upon the earlier of (a) the issuance and sale of all of the Shares subject to the ATM Agreement or (b) the ~~Exchange~~termination ~~Act~~of the ATM Agreement by the Managers or the Company pursuant to the terms thereof. The Company has no obligation to sell any of the Shares, ~~except~~and asmay ~~expressly~~at ~~set~~any ~~forth~~time bysuspend ~~specific~~offers ~~reference~~under inthe ~~such~~Agreement ~~filing~~or terminate the Agreement.

~~Item~~The 2Company has agreed to pay the Designated Manager a commission of up to 3.050% 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. ~~Costs~~The ~~Associated~~Company also will reimburse the Managers for certain specified expenses in connection with ~~Exit~~entering orinto ~~Disposal~~the ~~Activities~~ATM Agreement. The ATM Agreement contains customary representations and warranties and conditions to the placements of the Shares pursuant thereto.

OnThe ~~November~~ATM ~~14,~~Agreement ~~2022,~~contains ~~due~~customary ~~to the worsening macroeconomic environment~~representations, ~~the~~warranties ~~Board~~and ofagreements ~~Directors~~by of the Company, ~~approved~~and aindemnification ~~reduction~~obligations inof the Company's ~~workforce~~and bythe ~~approximately~~Managers 59and ~~employees,~~other ~~representing~~obligations ~~approximately 22%~~ of the ~~Company's total workforce as of September 30, 2022~~parties. ~~The reduction in workforce is intended to reduce operating expenses.~~

InThe ~~connection~~foregoing ~~with~~summary ~~the~~of ~~reduction in force,~~ the ~~Company~~ATM ~~estimates~~Agreement itdoes ~~will~~not ~~incur~~purport ~~approximately $2.6 million of cash based expenses related~~ to ~~employee severance, benefits, and related costs, primarily in the fourth quarter of 2022, when it anticipates that the reduction in workforce will~~ be ~~substantially~~ complete. ~~In addition, the Company expects to record a stock-based compensation charge of between $0.3 million~~ and ~~$0.9~~is ~~million~~qualified ~~and~~in ~~corresponding~~its ~~payroll~~entirety ~~tax expense related to modifications of equity awards for employees impacted~~ by ~~the~~reference ~~reduction in workforce, subject~~ to ~~local law and consultation requirements, which could extend~~ the ~~process~~full ~~into~~text ~~the first quarter~~ of ~~2023. The Company's estimate of~~ the ~~stock-based~~ATM ~~compensation~~Agreement, ~~charge~~which ~~and~~is ~~the~~attached ~~corresponding~~as ~~payroll~~an ~~tax~~exhibit ~~expense related~~ to ~~equity compensation for employees is subject to several assumptions, including~~ the ~~future~~Registration ~~price~~Statement ~~of the Company's stock at the time of the award modifications. The charges the Company expects to incur are subject to assumptions,~~ and ~~actual~~incorporated ~~charges~~by ~~may~~reference ~~differ~~into ~~from~~this ~~the~~Item ~~estimate disclosed above~~1. ~~The Company will file an amended report on Form 8-K if amounts differ materially from these estimates~~01.

~~Pear~~This ~~greatly~~Current ~~appreciates~~Report on Form 8-K shall not constitute an offer to sell or the ~~contributions~~solicitation of an offer to buy the ~~departing~~Shares, ~~employees.~~nor shall there be any offer, solicitation, or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

InItem ~~the aggregate, over the next twelve months, the reduction in force is expected to result in approximately $10~~9.701 ~~million~~Financial inStatements ~~cash operating expense savings related to foregone salaries~~ and ~~benefits~~Exhibits. Each affected employee’s eligibility for severance benefits is contingent upon such employee’s execution of a separation agreement, which includes a general release of claims against the Company. The severance-related and non-cash charges that the Company expects to incur in connection with, or as a result of, the workforce reduction, are subject to a number of assumptions, and actual results may differ materially.

Cautionary Statement Regarding Forward-Looking Statements

The disclosure contained in this Current Report on Form 8-K contains certain forward-looking information about the Company that is intended to be covered by the safe harbor for “forward-looking statements” provided by the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. Words such as “expect(s),” “feel(s),” “believe(s),” “will,” “may,” “anticipate(s)” and similar expressions are intended to identify forward-looking statements. These statements include, but are not limited to, statements regarding the benefits of the proposed cost reductions including expected savings, the anticipated timing and details of the reduction in workforce, expected expenses, and costs associated with the reduction in workforce that the Company expects to incur in the fourth quarter of 2022. These statements are based on current expectations, estimates, and projections about the Company’s business based, in part, on assumptions made by management, and are subject to a number of risks and uncertainties. Factors that could cause actual results to differ materially from current expectations include possible changes in the expected costs and expenses associated with the reduction in workforce and risks associated with the Company’s ability to achieve the expected benefits of the reduction in workforce and realignment of its resources. Additionally, these forward-looking statements should be considered in conjunction with the cautionary statements and risk factors described in the Company’s Annual Report for the year ended December 31, 2021, as updated by the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, as amended, and its other filings with the SEC.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release of Pear Therapeutics, Inc. dated November 14, 2022.
1.1						At the Market Offering Agreement by and among Pear Therapeutics, Inc., H.C. Wainwright & Co., LLC and Virtu Americas LLC, dated January 3, 2023 (incorporated by reference to Exhibit 1.2 to the Company’s Registration Statement on Form S-3 filed with the Securities and Exchange Commission on January 3, 2023)
104						~~Inline~~Cover ~~XBRL~~Page ~~for~~Interactive ~~the~~Data ~~cover~~File ~~page~~(embedded ofwithin ~~this~~the ~~Current~~Inline ~~Report~~XBRL ~~on Form 8-K~~document).

SIGNATURE

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

Pear Therapeutics, Inc. By: /s/ Christopher D.T. Guiffre Name: Christopher D.T. Guiffre, J.D., M.B.A. Title: Chief Financial Officer & Chief Operating Officer


Date: January 3, 2023	Pear Therapeutics, Inc.

	By:	/s/ Christopher D.T. Guiffre
	Name:	Christopher D.T. Guiffre, J.D., M.B.A.
	Title:	Chief Financial Officer & Chief Operating Officer

Date: November 14, 2022

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