Item 1.01. Entry Into a Material Definitive Agreement.

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 1.01 by reference.

On October 27, 2021, MCAD held a special meeting of stockholders (the "Special Meeting"), at which the MCAD stockholders considered and voted on, among other matters, a proposal to approve and adopt the Merger Agreement.

Pursuant to the terms and subject to the conditions set forth in the Merger Agreement, following the Special Meeting, on October 28, 2021, the Transactions were consummated (the "Closing").

Amended and Restated Registration Rights Agreement

At the Closing, the Company entered into an amended and restated registration rights agreement (the "Amended and Restated Registration Rights Agreement") with certain existing stockholders of MCAD with respect to the shares of Common Stock they own at the Closing, and the BTX stockholders of MCAD with respect to the Merger Consideration. The MCAD Amended and Restated Registration Rights Agreement will require the Company to, among other things, file a resale shelf registration statement on behalf of the stockholders no later than 30 days from the Closing. The MCAD Amended and Restated Registration Rights Agreement also provides certain demand registration rights and piggyback registration rights to the stockholders, subject to underwriter cutbacks and issuer blackout periods. The Company agrees to pay certain fees and expenses relating to registrations under the Amended and Restated Registration Rights Agreement. Such description is qualified in its entirely by the full text of the Amended and Restated Registration Rights Agreement, the form of which is included as Exhibit 10.16 to this Current Report on Form 8-K and is incorporated by reference herein.





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Lock-Up Agreements

In connection with the Closing, certain of the Company's stockholders agreed, subject to certain customary exceptions, not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any shares of Common Stock held by them (such shares, together with any securities convertible into or exchangeable for or representing the rights to receive shares of Common Stock if any, acquired during the Lock-Up Period (as defined below), the "Lock-up Shares"), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated into this Item 2.01 by reference. On October 27, 2021, the Business Combination was approved by the stockholders of MCAD at the special meeting of stockholders of MCAD (the "Meeting"). The Business Combination was completed on October 28, 2021.



                              Form 10 Information

The following information is provided about the business of BTX following the consummation of the Business Combination, set forth below under the following captions:





  •   Cautionary Note Regarding Forward-Looking Statements;




  •   Business;




  •   Risk Factors;




  •   Management's Discussion and Analysis of Financial Condition and Operations;




  •   Quantitative and Qualitative Disclosure about Market Risk;




  •   Security Ownership of Certain Beneficial Owners and Management;




  •   Directors and Executive Officers;




  •   Director Independence;




  •   Committees of the Board of Directors;




  •   Executive Compensation;




  •   Director Compensation;




  •   Certain Relationships and Related Transactions;




  •   Legal Proceedings;




           •     Market Price of and Dividends on the Registrant's Common Stock and
                 Related Stockholder Matters;




  •   Recent Sales of Unregistered Securities;




  •   Description of Securities;




  •   Indemnification of Directors and Officers; and




  •   Financial Statements, Supplementary Data and Exhibits.

Cautionary Note Regarding Forward-Looking Statements

We make forward-looking statements in this Current Report on Form 8-K, including in the statements incorporated herein by reference, for purposes of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the anticipated benefits of the Business Combination, and the financial condition, results of operations, earnings outlook and prospects of the Company and may include statements for the period following the consummation of the Business Combination. In addition, any statements that refer to projections (including EBITDA, adjusted EBITDA, EBITDA margin and revenue projections), forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as "plan," "believe," "expect," "anticipate," "intend," "outlook," "estimate," "forecast," "project," "continue," "could," "may," "might," "possible," "potential," "predict," "should," "would" and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. Such forward-looking statements are subject to risks . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in the "Introductory Note" of this Current Report on Form 8-K is incorporated herein by reference. The securities issued in connection with Assumed Options, the PIPE Investment, the Cowen Investment and the Chardan Issuance were not registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on the exemption from registration provided by Rule 701 of the Securities Act, Section 4(a)(2) of the Securities Act, and/or Regulation D promulgated thereunder.

Item 3.03. Material Modification to Rights of Security Holders.

On October 28, 2021, in connection with the consummation of the Business Combination, BTX filed its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware and adopted its Amended and Restated Bylaws (the "Bylaws").

Copies of the Second Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.01. Change in Control of Registrant.

The information set forth above in the "Introductory Note" and Item 2.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The information set forth above in the sections titled "Directors and Executive Officers," "Director Independence," "Committees of the Board of Directors", "Executive Compensation", "Certain Relationships and Related Transactions" and "Indemnification of Directors and Officers" in Item 2.01 of this Current Report on Form 8-K are incorporated herein by reference.





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At the Special Meeting, the stockholders of MCAD considered and approved the Better Therapeutics, Inc. 2021 Option and Incentive Plan (the "2021 Plan") which became effective immediately upon the Closing. A description of 2021 Plan is included in the Proxy Statement/Prospectus in the section entitled "The 2021 Stock Option and Incentive Plan Proposal" beginning on page 132 thereof, which is incorporated herein by reference. The 2021 Plan was further amended by our board of directors on October 28, 2021.

The foregoing description of 2021 Plan, as amended, is qualified in its entirety by the full text of 2021 Plan, as amended, and the related forms of award agreements under 2021 Plan, which are attached hereto as Exhibit 10.2, and incorporated herein by reference.

At the Special Meeting, the stockholders of MCAD considered and approved the Better Therapeutics, Inc. 2021 Employee Stock Purchase Plan (the "2021 ESPP") which became effective immediately upon the Closing. A description of 2021 Plan is included in the Proxy Statement/Prospectus in the section entitled "The 2021 Employee Stock Purchase Plan Proposal" beginning on page 137 thereof, which is incorporated herein by reference.

The foregoing description of 2021 ESPP is qualified in its entirety by the full text of 2021 ESPP attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

The disclosure set forth in Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.

Item 5.05. Amendments to the Registrant's Code of Ethics, or Waiver of a


           Provision of the Code of Ethics.

The Company has adopted a new Code of Business Conduct and Ethics, effective as of October 28, 2021 (the "Code of Conduct"). The Code of Conduct is applicable to all directors, officers, employees, agents and representatives of the Company and its subsidiaries. The adoption of the new Code of Conduct did not relate to or result in any waiver, explicit or implicit, of any provision of the previous Code of Conduct. Any waivers under the Code of Conduct will be disclosed on a Current Report on Form 8-K or as otherwise permitted by the rules of the SEC and Nasdaq (or other stock exchange on which the Company's securities are then listed). The new Code of Conduct is available on our corporate website at https://www.bettertx.com/ and is filed with this Current Report on Form 8-K as Exhibit 16.1 and is incorporated herein by reference.

Item 5.06. Change in Shell Company Status.

As a result of the Business Combination, BTX ceased being a shell company. The material terms of the Business Combination are described in the section entitled "The Business Combination Proposal" of the Proxy Statement/Prospectus, and are incorporated herein by reference. Further, the information set forth in the "Introductory Note" and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

The financial statements of MCAD for the period from July 31, 2020 to December 31, 2020 and for the year ended December 31, 2020, the related notes and report of independent registered public accounting firm are set forth in the Proxy Statement/Prospectus beginning on page F-2 and are incorporated herein by reference.

The unaudited financial statements of MCAD for the three and six months ended June 30, 2021 and the related notes are set forth in the Proxy Statement/Prospectus beginning on page F-18 and are incorporated herein by reference.

The financial statements of BTX for the years ended December 31, 2019 and 2020, the related notes and report of independent registered public accounting firm are set forth in the Proxy Statement/Prospectus beginning on page F-37 and are incorporated herein by reference.





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The unaudited financial statements of BTX for the three and six months ended June 30, 2020 and 2021, and the related notes are set forth in the Proxy Statement/Prospectus beginning on page F-59 and are incorporated herein by reference.

(b) Pro Forma Financial Information.

Certain unaudited pro forma condensed combined financial information is attached hereto as Exhibit 99.1 and is incorporated herein by reference.



(c) Exhibits.



Exhibit
  No.                                    Description

2.1*+         Agreement and Plan of Merger, dated as of April 6, 2021, by and
            among MCAD, Merger Sub and BTX, as amended by the Amendment to
            Agreement and Plan of Merger, dated as of August 30, 2021 and the
            Second Amendment to Agreement and Plan of Merger, dated as of
            September 27, 2021 (incorporated by reference to Annex A to the Proxy
            Statement/Prospectus).

3.1           Second Amended and Restated Certificate of Incorporation of Better
            Therapeutics, Inc., filed October 28, 2021.

3.2           Amended and Restated Bylaws of Better Therapeutics, Inc., effective
            October 28, 2021

10.1†         2021 Employee Stock Purchase Plan

10.2†         2021 Option and Incentive Plan, as amended, and forms of award
            agreements thereunder

10.3†         2020 Stock Option and Grant Plan

10.4†*        Executive Severance Plan (incorporated by reference to Exhibit 10.16
            of MCAD's Registration Statement on Form S-4 filed with the SEC on
            April 23, 2021, as amended through amendment no. 5 thereto)

10.5†         Senior Executive Cash Incentive Bonus Plan

10.6†         Non-Employee Director Compensation Policy

10.7†         Form of Director Indemnification Agreement

10.8†         Form of Officer Indemnification Agreement

10.9†         Executive Chairperson Offer Letter by and between Better
            Therapeutics, Inc. and David P. Perry, dated as of October 28, 2021

10.10†*       Employment Agreement by and between Better Therapeutics OpCo, Inc.
            (f/k/a Better Therapeutics, Inc.) and Kevin Appelbaum, dated as of
            April 6, 2021 (incorporated by reference to Exhibit 10.20 of MCAD's
            Registration Statement on Form S-4 filed with the SEC on April 23,
            2021, as amended through amendment no. 5 thereto).

10.11†*       Offer Letter by and between Better Therapeutics OpCo, Inc.
            (successor to Nutrition Development Group LLC) and Mark Berman, dated
            as of November 23, 2015 (incorporated by reference to Exhibit 10.17 of
            MCAD's Registration Statement on Form S-4 filed with the SEC on
            April 23, 2021, as amended through amendment no. 5 thereto).

10.12†*       Offer Letter by and between Better Therapeutics OpCo, Inc.
            (successor to Better Therapeutics LLC) and Kristin Wynholds, dated as
            of October 9, 2018 (incorporated by reference to Exhibit 10.18 of
            MCAD's Registration Statement on Form S-4 filed with the SEC on
            April 23, 2021, as amended through amendment no. 5 thereto).

10.13†*       Offer Letter by and between Better Therapeutics OpCo, Inc.
            (successor to Better Therapeutics LLC) and Justin Zamirowski, dated as
            of December 23, 2019 (incorporated by reference to Exhibit 10.19 of
            MCAD's Registration Statement on Form S-4 filed with the SEC on
            April 23, 2021, as amended through amendment no. 5 thereto).

10.14†*       Offer Letter by and between Better Therapeutics OpCo, Inc.
            (formerly, Better Therapeutics, Inc.) and Mark Heinen, dated as of
            May 7, 2021 (incorporated by reference to Exhibit 10.21 of MCAD's
            Registration Statement on Form S-4 filed with the SEC on April 23,
            2021, as amended through amendment no. 5 thereto).

10.15*        Loan and Security Agreement by and between Better Therapeutics OpCo,
            Inc. (formerly, Better Therapeutics, Inc.) and Hercules Capital, Inc.
            dated August 18, 2021 (incorporated by reference to Exhibit 10.23 of
            MCAD's Registration Statement on Form S-4 filed with the SEC on
            April 23, 2021, as amended through amendment no. 5 thereto).




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10.16          Amended and Restated Registration Rights Agreement, dated as of
             October 28, 2021 by and among Better Therapeutics, Inc., and each of
             the other shareholders party thereto.

10.17          Subscription Agreement dated October 28, 2021 by and among MCAD and
             Cowen and Company, LLC.

10.18*         Form of Subscription Agreement, dated as of April 6, 2021, by and
             among MCAD and certain institutional and accredited investors
             (incorporated by reference to Exhibit 10.3 of MCAD's Current Report on
             Form 8-K filed with the SEC on April 7, 2021).

10.19*         Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.4
             to MCAD's Current Report on Form 8-K, filed with the SEC on April 7,
             2021)

16.1           Code of Business Conduct and Ethics, adopted on October 28, 2021

21.1           List of Subsidiaries

99.1           Unaudited Pro Forma Financial Information of Better Therapeutics,
             Inc.




* Previously filed.

+ Certain schedules and exhibits to this agreement have been omitted pursuant to

Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit

will be furnished to the SEC upon request.

† Management contract or compensation plan or arrangement.






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