UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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): March 11 14, 2024

BETTER THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39864

85-3472546

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


548 Market Street #49404
San Francisco, California		94104
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 887-2311

Not Applicable

(Former name or former address, if changed since last report)

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~~TradingSymbol(s) Name of each exchange on which registered Common Stock BTTX Nasdaq Capital Market

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 73.01. ~~Regulation~~Notice FDof ~~Disclosure~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~March~~previously reported, on December 1114, ~~2024~~2023, ~~Better~~the ~~Therapeutics,~~Company ~~Inc.~~received notice from the Listing Qualifications Staff (the “~~Company~~Staff”) ~~posted~~of anThe ~~investor~~Nasdaq ~~presentation~~Stock toMarket ~~its~~LLC ~~website~~(“Nasdaq”) atindicating ~~https://investors.bettertx.com/news~~that, based upon the Company’s non-~~events/events-presentations.~~compliance Awith ~~copy~~the minimum bid price and market value of listed securities requirements for continued listing on The Nasdaq Capital Market, the ~~investor~~Company’s ~~presentation~~securities iswere ~~furnished~~subject ~~herewith~~to asdelisting ~~Exhibit~~unless 99the Company timely requested a hearing before the Nasdaq Hearings Panel (the “Panel”).1 On December 21, 2023, the Company requested a hearing before the Panel, which temporarily stayed the suspension of trading and delisting of the Company’s common stock. The hearing was scheduled for March 14, 2024.

~~The~~On ~~information~~March 14, ~~contained~~2024, inthe ~~Item~~Company ~~7.01~~has involuntarily ~~this~~requested ~~Current~~a ~~Report~~delisting onof ~~Form~~its ~~8-K~~securities and ~~Exhibit~~expects ~~99.1~~its ~~attached~~securities ~~hereto~~to isbe ~~intended~~delisted toin bethe ~~furnished~~near ~~and~~term. ~~shall~~The ~~not~~Company befurther ~~deemed~~intends ~~“filed”~~to ~~for~~file ~~purposes~~a ofForm ~~Section 18~~15 ofwith the Securities ~~Exchange~~and ~~Act of 1934, as amended (the “~~Exchange ~~Act”),~~Commission ~~or otherwise subject~~ to ~~the~~suspend ~~liabilities~~its ofreporting ~~that~~obligations ~~section, nor shall it be deemed incorporated by reference in any filing~~ under the Securities Exchange Act of ~~1933~~1934, as amended~~, or the Exchange Act, except as expressly set forth by specific reference in such filing~~.

~~Forward-Looking~~Item ~~Statements~~8.01. Other Events.

~~Certain~~On statements made in the investor presentation are “forward-looking statements” within the meaning of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are typically identified by words such as “planMarch 14,” ~~“believe~~2024,” ~~“expect,”~~the ~~“anticipate,”~~Company ~~“intend,”~~issued ~~“outlook,”~~a ~~“estimate,”~~press ~~“forecast,”~~release ~~“project,”~~entitled “~~continue,”~~Better ~~“could,”~~Therapeutics ~~“may,”~~Announces ~~“might,”~~it ~~“possible,”~~will ~~“potential,”~~Seek ~~“predict,”~~Strategic ~~“should,”~~Alternatives ~~“would”~~ and ~~other~~will similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be ~~materially~~Delisted ~~different~~ from ~~those~~Nasdaq.” ~~expressed~~A orcopy ~~implied by these forward-looking statements including: risks related to commercial distribution, market acceptance and insurance reimbursement~~ of ~~AspyreRx;~~ the Company’s ~~ability~~press torelease ~~raise~~is ~~capital~~filed inherewith ~~the near term to fund its operations and continue~~ as aExhibit ~~going~~99.1 ~~concern; the Company’s need~~ to ~~seek~~this ~~strategic~~Current ~~alternatives~~Report in the event the company is unable to raise capital, including, without limitation, potential sale of its assets or business, assignment for the benefit of creditors or wind-down of the company; the Company’s ability to comply with ongoing covenants under its Hercules Capital debt facility (including the minimum cash covenant) and potential default and foreclosure under the debt facility; the outcome of the Company’s delisting hearing with Nasdaq appeals panel and potential delisting from the Nasdaq Capital Market, and other risks and uncertainties included under the header “Risk Factors” in the Company’s quarterly report on Form 8-~~10-Q~~K ~~for the fiscal quarter ended September 30, 2023 filed with the Securities~~ and ~~Exchange~~incorporated ~~Commission~~herein ~~(“SEC”)~~by ~~on November 09, 2023, and those that are included in any of the Company’s subsequent filings with the SEC~~reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
99.1		~~Investor~~Press ~~Presentation~~Release dated March ~~2024~~14, ~~(furnished herewith)~~2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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

	Better Therapeutics, Inc.
Dated: March 11, 2024	By:	/s/ Frank Karbe
Dated: March 14, 2024	By:	/s/ Frank Karbe
	Name:	Frank Karbe
	Title:	Chief Executive Officer

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