Better Therapeutics (BTTX) Announces $6.7M Financing at $0.77/sh

Better Therapeutics, Inc. (NASDAQ: BTTX), a pioneer in developing software to treat cardiometabolic diseases, today announced that it issued 2,023,583 shares of its common stock under its At-The-Market program at an average price per share of $1.19. In addition, the Company entered into a definitive purchase agreement for the purchase and sale of 2,897,654 shares of its common stock in a private placement at a price per share of $0.73, and in a concurrent registered direct offering, the Company entered into a definitive purchase agreement for the purchase and sale of 3,859,649 shares of its common stock at a price per share of $0.57. Total gross proceeds from these equity offerings amount to $6.7 million at an average price of $0.77 per share, before deducting offering expenses and commissions payable by Better Therapeutics. The private placement was principally with officers and directors of the Company and the registered direct offering was with one institutional investor.

Better Therapeutics intends to use the net proceeds to support the launch of AspyreRx™, a prescription-only digital therapy recently authorized by the U.S. Food and Drug Administration (FDA) to treat adults with type 2 diabetes.

These equity offerings are one element of the Company’s three-tiered financing strategy. Better Therapeutics intends to raise the majority of its medium term financing needs through proceeds from business development and/or structured non-equity financing transactions, such as a royalty monetization transaction, which the Company expects to complete before the end of the year.

The registered direct offering and private placement are expected to close on or about July 27, 2023, subject to the satisfaction of customary closing conditions.

Chardan and Titan Partners Group, a division of American Capital Partners, LLC (“Titan Partners”), are acting as co-placement agents for the registered direct offering and concurrent private placement.

The securities issued in the registered direct offering described above (but not the securities issued in the concurrent private placement) are being offered by the Company pursuant to a shelf registration statement on Form S-3 (File No. 333- 271301), which was filed with the Securities and Exchange Commission (SEC) on April 17, 2023, and which became effective on April 25, 2023. The offering of the securities in the registered direct offering is made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting Chardan at 17 State Street, Suite 2130, New York, New York 10004, at (646) 465-9000, or by email at [email protected] or Titan Partners at 7 World Trade Center, 46th Floor, New York, NY 10007, at (929) 833-1246, or by email at [email protected].

The securities issued in the concurrent private placement described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Company has agreed to file a resale registration statement with the SEC for purposes of registering the resale of the shares of common stock issued in connection with the offering.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor may there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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