| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On November 10, 2021, the Company’s Board of Directors (the “Board”), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, elected Elder Granger as a Class III director, to serve in accordance with the Company’s Amended and Restated By-Laws until the Company’s 2024 Annual Meeting of Stockholders or until his earlier death, removal or resignation. Dr. Granger, age 67 years, is a U.S. Army Major General (Retired) and has served as the President and Chief Executive Officer of The 5Ps, LLC, a healthcare, education, and leadership consulting firm, since August 2009.
In connection with his election, the Company granted to Dr. Granger stock options to purchase up to 28,300 shares of the Company’s common stock under the Company’s 2021 Stock Option and Incentive Plan pursuant to the Company’s non-employee director compensation policy. One-third of this stock option award shall vest on the first anniversary of the date of grant, with the remainder vesting monthly over the subsequent two years, provided, however, that all vesting shall cease if Dr. Granger resigns from the Board or otherwise ceases to serve as a director of the Company prior to any such vesting date. In addition, in connection with his election, the Company will enter into an indemnification agreement with Dr. Granger in the same form as used with the Company’s other directors.
There are no arrangements or understandings between Dr. Granger and any other persons pursuant to which he was selected as a director of the Company, and there are no transactions in which Dr. Granger has an interest requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On November 11, 2021, the Company issued a press release entitled “Better Therapeutics Appoints Major General Elder Granger, M.D., U.S. Army (retired) to its Board of Directors.” A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
The information contained in Item 7.01 of 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 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 of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The exhibits shall be deemed to be filed or furnished, depending on the relevant item requiring such exhibit, in accordance with the provisions of Item 601 of Regulation S-K (17 CFR 229.601) and Instruction B.2 to this form.
