Better Therapeutics to Become Publicly Traded via Merger with Mountain Crest Acquisition Corp. II (MCAD)

April 7, 2021 8:07 AM EDT

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Better Therapeutics, Inc. a prescription digital therapeutics company delivering cognitive behavioral therapy to address the root causes of cardiometabolic diseases, will go public, raising up to $113 million to advance its robust pipeline of products to treat cardiometabolic diseases, conditions which cost the U.S. healthcare system almost $500 billion each year. Better Therapeutics has entered into a definitive merger agreement with Mountain Crest Acquisition Corp II (Nasdaq: MCAD; “Mountain Crest II”), a publicly traded special purpose acquisition corporation or SPAC. The transaction values Better Therapeutics at a pro forma fully diluted enterprise value of approximately $187 million with existing Better Therapeutics shareholders rolling over 100% of their equity into equity of the combined company. Upon completion of the transaction, which is anticipated in the summer 2021, the combined company will operate as Better Therapeutics and securities are expected to be listed on Nasdaq under the symbol “BTTX.”

The transaction includes a $50 million private investment in public equity (PIPE) from leading healthcare investors and thought leaders that are led by Farallon Capital Management, RS Investments, Sectoral Asset Management, and Monashee Investment Management, with participation from other undisclosed investors. Better Therapeutics has also received commitments through a separate private placement of $6 million.

The proceeds of the transaction will be used to advance Better Therapeutics’ lead product for the treatment of type 2 diabetes, BT-001, to marketing authorization by the U.S. Food and Drug Administration and advance Better Therapeutics’ pipeline of prescription digital therapeutics for a range of cardiometabolic diseases.

Better Therapeutics Overview

Better Therapeutics has created a platform for the development of prescription digital therapeutics (PDT) for the treatment of diabetes, heart disease and other cardiometabolic conditions. The Better Therapeutics platform blends clinical, behavioral and psychological inputs into a series of therapy lessons and skill-building modules designed to isolate and shift the underlying thoughts and beliefs which guide diet and lifestyle behaviors that are the root causes of a wide range of cardiometabolic diseases. The delivery of behavioral therapy enables changes in neural pathways of the brain and leads to behavioral change. These therapies and the resulting changes hold the potential to lower healthcare costs to treat these conditions and improve patient health.

Better Therapeutics’ first PDT (BT-001) is being evaluated in a pivotal trial as a treatment for type 2 diabetes used under physician supervision. It is anticipated that following marketing authorization, primary care providers will prescribe, and insurers will reimburse Better Therapeutics’ PDTs much like they would a traditional medication.

Management Comments

David Perry, Co-founder and Executive Chairman of Better Therapeutics commented, “Today, 34 million people in the U.S. have been diagnosed with type 2 diabetes and another 88 million are considered prediabetic. We believe we have an immense opportunity to fundamentally change the treatment paradigm for these individuals with our PDT platform. Multiple studies published in peer-reviewed medical journals support our proposition that our digital therapeutics have the potential to improve blood glucose and HbA1c levels similar to drug therapies. We believe that by addressing the underlying causes of disease, our products have the potential to improve patient health while reducing treatment costs.”

Kevin Appelbaum, Co-founder and Chief Executive Officer of Better Therapeutics, added, “This is a unique time to build a company like Better Therapeutics. Patients, doctors and insurers have grown increasingly comfortable with digitally delivered solutions, including prescription digital therapeutics, and we are uniquely positioned to change the way some of the most prevalent and costly diseases are treated.”

“I am thrilled to take the second Mountain Crest SPAC to the next phase of our deal process, and the founding team at Better Therapeutics has a track record of creating successful companies by focusing on large and disruptive market opportunities,” said Dr. Suying Liu, Chairman and Chief Executive Officer of Mountain Crest II. “We are excited to partner with them to accelerate the development and commercialization of the Better Therapeutics platform, which aims to deliver life changing outcomes to patients,” Dr. Liu continued.

Key Transaction Terms

The transaction, which has been unanimously approved by the Boards of Directors of Better Therapeutics and Mountain Crest II, is subject to approval by the Better Therapeutics’ stockholders, Mountain Crest II’s stockholders and other customary closing conditions. The proposed business combination is expected to be completed in the summer of 2021.

A more detailed description of the transaction terms and a copy of the definitive merger agreement will be included in a Current Report on Form 8-K to be filed by Mountain Crest II with the United States Securities and Exchange Commission ("SEC"). Mountain Crest II will file a registration statement (which will contain a joint proxy statement/prospectus) with the SEC in connection with the transaction.

Advisors

Cowen is acting as exclusive financial advisor and capital markets advisor to Better Therapeutics. Lake Street is also serving as a capital markets advisor. Goodwin Procter LLP is acting as legal counsel to Better Therapeutics in the transaction. Chardan is acting as exclusive M&A advisor and financial advisor to Mountain Crest II. Loeb & Loeb LLP is acting as legal counsel to Mountain Crest II. Cowen is acting as sole placement agent to Mountain Crest II on the PIPE. Shearman & Sterling LLP is acting as legal counsel to the placement.

Investor Presentation

A prerecorded presentation made by the management teams of both Better Therapeutics and Mountain Crest II regarding the transaction will be available on the website of Better Therapeutics at www.BetterTx.com. Mountain Crest II will also file the presentation with the SEC in a Current Report on Form 8-K, which will be accessible at www.sec.gov.

About Better Therapeutics

Better Therapeutics is a prescription digital therapeutics (PDT) company delivering a novel form of behavior-based therapy to address the root causes of cardiometabolic diseases. Better Therapeutics has developed a proprietary platform for the development of FDA-regulated, software-based therapies for type 2 diabetes, heart disease and other conditions. The cognitive behavioral therapy delivered by Better Therapeutics’ PDT enables changes in neural pathways of the brain so lasting changes in behavior become possible. Addressing the underlying causes of these diseases has the potential to dramatically improve patient health while lowering healthcare costs. Better Therapeutics’ PDTs are intended to be prescribed by physicians and reimbursed like traditional medicines. For more information, visit: bettertx.com

About Mountain Crest Acquisition Corp. II

Mountain Crest Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Mountain Crest II 's efforts to identify a prospective target business will not be limited to a particular industry or geographic region, although the company intends to focus on operating businesses in North America.



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