Pear Therapeutics (PEARQ) 8-KTermination of a Material Definitive Agreement

For purposes of the Settlement Agreement, the Company and Pear US acknowledged and agreed that outstanding defaults occurred and were continuing under the Credit Agreement and the Administrative Agent exercised certain rights and remedies pursuant to the Credit Agreement and Loan Documents as set forth in the Settlement Agreement. The information contained in Item 1.02 of this Current Report on Form 8‑K is incorporated herein by reference.

terminated employees were paid through April 7, 2023, received two weeks’ salary as severance and were asked to sign a separation agreement, which includes a general release of claims against the Company.

The reduction in force was completed on April 6, 2022 and the Company recorded a one-time charge of approximately $1.2 million in the second quarter of 2023 related to the reduction in workforce, consisting primarily of one-time severance payments upon termination of the employees. The Company expects such payments to be the only direct expense of the reduction in workforce. The Company does not expect to recognize a stock-based compensation expense for impacted employees related to vested awards and has not modified the affected employees’ stock awards in a manner that would result in additional expenses. The severance-related and non-cash charges that the Company expects to incur in connection with, or as a result of, the workforce reduction, are subject to a number of assumptions, and actual results may differ materially.

Effective April 6, 2023, in anticipation of the filing of the Chapter 11 Cases discussed in Item 1.03 above, Corey McCann, M.D., Ph.D. stepped down as the Company’s Chief Executive Officer and President. Christopher D.T. Guiffre, J.D., M.B.A., the Company’s Chief Operating Officer, and Chief Financial Officer will serve as the Company’s principal executive officer following the departure of Dr. McCann. Biographical information for Mr. Guiffre can be found in the Company's 2022 Definitive Proxy Statement filed with the SEC on May 2, 2022 under the heading “Our Management,” which is incorporated into this Item 5.02 by reference.

In addition, on April 5, 2023, the Board terminated its Severance and Change in Control Plan and, in connection with the restructuring described in Item 2.05 above, approved limited severance in the form of lump sum cash payments equal to two weeks of base salary for all departing employees, including Dr. McCann.

The information in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto are being furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.

The Company continues to face certain risks and uncertainties that have been affecting its business and operations, and these risks and uncertainties may affect the Company’s ability to enter into a transaction for the sale of the business or a sale of substantially all or part of its assets. This could impact the outcome of the Chapter 11 Cases. Holders of the Company’s equity securities will likely be entitled to little or no recovery on their investment upon confirmation, dismissal, or conversion of the Chapter 11 Cases. Pear's securityholders are cautioned that trading in Pear's securities during the pendency of the Chapter 11 Cases will be highly speculative and will pose substantial risks. Trading prices for Pear's securities may bear little or no relationship to the actual recovery, if any, by holders thereof in Pear’s Chapter 11 Case. Accordingly, Pear urges extreme caution with respect to existing and future investments in its securities.

This Form 8-K includes statements that are, or may be deemed, “forward-looking statements.” In some cases, these forward-looking statements can be identified by the use of forward-looking terminology, including the terms “believes,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should,” “approximately” or, in each case, their negative or other variations thereon or comparable terminology, although not all forward-looking statements contain these words. These forward-looking statements reflect the current beliefs and expectations of

management made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity and the development of the industry in which we operate may differ materially from the forward-looking statements contained herein. Any forward-looking statements that we make in this Form 8-K speak only as of the date of such statement, and we undertake no obligation to update such statements to reflect events or circumstances after the date of this Form 8-K or to reflect the occurrence of unanticipated events. The Company’s forward-looking statements in this Form 8-K include, but are not limited to, statements about the Company’s plans to pursue a sale of the business or assets pursuant to chapter 11 of the U.S. Bankruptcy Code and the timing of any such sales; the Company’s intention to continue operations during the Chapter 11 Cases; the Company’s belief that the sale process will be in the best interest of the Company and its stakeholders; and other statements regarding the Company’s strategy and future operations, performance and prospects among others. These forward-looking statements are based on current expectations and beliefs concerning future developments and their potential effects. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the decisions of the Bankruptcy Court; negotiations with the Company’s creditors and any committee approved by the Bankruptcy Court; the risks associated with the potential adverse impact of the Chapter 11 Cases on the Company’s liquidity and results of operations; changes in the Company’s cash needs as compared to its historical operations or its planned reductions in operating expense; changes in the Company’s ability to meet its financial obligations during the Chapter 11 Cases and to maintain contracts that are critical to its operations; the outcome and duration of the Chapter 11 Cases and any potential asset sales; the effect of the Chapter 11 Cases and any potential asset sales on the Company’s relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 Cases or the potential asset sales; uncertainty regarding obtaining Bankruptcy Court approval of a sale of the Company’s assets or other conditions that may be required to accompany any potential asset sale; and the timing or amount of distributions, if any, to the Company’s stakeholders.