- Kirthiga Reddy, Partner at SoftBank Investment Advisers, and
Alison Bauerlein, co-founder, Chief Financial Officer and Executive
Vice President of Finance at Inogen, are nominees to become
directors of Thimble Point Acquisition Corp. (Nasdaq: THMA), which
will be renamed Pear Holdings Corp. upon the closing of the
previously announced business combination of THMA and Pear
Therapeutics, Inc.
- Both nominees are expected to bring deep commercialization
experience in technology and healthcare to the combined company at
a commercial inflection point
Pear Therapeutics, Inc. (“Pear”), the leader in developing and
commercializing prescription digital therapeutics (“PDTs”) to treat
serious disease, and Thimble Point Acquisition Corp. (Nasdaq: THMA)
today announced that Kirthiga Reddy and Alison Bauerlein are
nominees to become directors of THMA, which will be renamed Pear
Holdings Corp. upon the closing of the previously announced
business combination of THMA and Pear (the “Business Combination”).
Ms. Reddy, Partner at SoftBank Investment Advisers, a leading
investment firm, and Ms. Bauerlein, co-founder, Chief Financial
Officer and Executive Vice President of Finance at Inogen, Inc.
(Nasdaq: INGN), a medical technology company focused on offering
innovative respiratory products for use in the homecare setting,
have agreed to be nominees to serve on the Board of Directors of
the combined company after the closing of the Business
Combination.
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“We are excited to have Kirthiga and Ali be a part of our
transition to a public company as we pioneer the use of software to
treat serious disease,” said Corey McCann, M.D., Ph.D., President
and Chief Executive Officer. “They will bring to Pear deep
experience from multiple industries, including technology and
healthcare, with Kirthiga as a builder of Facebook India and Ali a
builder of Inogen. We expect these board candidates will help us
continue to build the rapidly emerging category of Prescription
Digital Therapeutics.”
Ms. Reddy has served as a board observer to the board of
directors of Pear since December 2020. In December 2018, Ms. Reddy
was the first female Investment Partner to join SoftBank Investment
Advisers (SBIA), an investment firm seeking to accelerate the AI
revolution through investments in market-leading businesses. Her
tenure at SBIA is scheduled to end in October 2021. Ms. Reddy is
also a co-founder of F7 Ventures, a female-led seed investment
fund. Previously, Ms. Reddy served as the Managing Director for
Facebook, Inc. (Nasdaq: FB) for India and South Asia. She has also
served as a member of the board of directors of several companies,
including Collective Health, Inc., WeWork Inc., and Fungible, Inc.
Ms. Reddy holds an MBA from Stanford University, an M.S. in
Computer Engineering from Syracuse University, and a B.E. in
Computer Science from Marathwada University, India.
“Pear Therapeutics is creating a new category of medicine in
prescription digital therapeutics,” said Kirthiga Reddy, Partner at
SoftBank Investment Advisers. “I look forward to bringing my
experience as an operator, technologist, and investor to the board
post-closing to help create the next generation of therapeutics and
deliver better patient outcomes.”
Ms. Bauerlein brings to the board over 20 years of experience in
treasury, finance, accounting, risk management as well as strategic
and tactical cost analysis and forecasting. She is a co-founder of
Inogen, Inc. and has served as Inogen’s Chief Financial Officer
since 2009 and Executive Vice President, Finance since March 2014.
She has also served as its Corporate Secretary and Corporate
Treasurer. Ms. Bauerlein previously served as Inogen’s Vice
President, Finance. Prior to serving in these positions, Ms.
Bauerlein served as Controller with Inogen and the Director of
Financial Planning and Analysis. She received a Bachelor of Arts
degree in Economics/Mathematics with high honors from the
University of California, Santa Barbara.
“I am delighted to work with Pear’s innovative and inspiring
executive team,” said Ms. Bauerlein. “I look forward to
contributing to the next phase of Pear’s success and helping to
increase patient access to this innovative technology, expand the
business, and enhance shareholder value.”
Subject to their election by THMA’s stockholders, the nominees
will join the board of the combined company immediately after the
completion of the Business Combination along with Jorge Gomez, Zack
Lynch, Nancy Schlichting, Andrew Schwab and Corey McCann.
About Pear
Pear Therapeutics, Inc. is the leader in prescription digital
therapeutics, or PDTs. Pear aims to redefine medicine by
discovering, developing, and delivering clinically validated
software-based therapeutics to provide better outcomes for
patients, smarter engagement and tracking tools for clinicians, and
cost-effective solutions for payers. Pear has a pipeline of
products and product candidates across therapeutic areas, including
the first three PDTs with disease treatment claims from the United
States Food and Drug Administration (“FDA”). Pear’s lead product,
reSET®, for the treatment of substance use disorder, was the first
PDT to receive marketing authorization from the FDA to treat
disease. Pear’s second product, reSET-O®, for the treatment of
opioid use disorder, was the first PDT to receive Breakthrough
Designation. Pear’s third product, Somryst® for the treatment of
chronic insomnia, was the first PDT submitted through FDA’s
traditional 510(k) pathway while simultaneously reviewed through
FDA’s Software Precertification Pilot Program. For more information
about Pear, please visit www.peartherapeutics.com.
Important Information and Where to Find It
This press release does not constitute an offer to sell or
exchange any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
This press release may be deemed to be solicitation material in
respect of the proposed transactions contemplated by the Business
Combination Agreement. In connection with the Business Combination,
THMA has filed a registration statement on Form S-4 with the
Securities and Exchange Commission (the “SEC”) on September 8, 2021
that includes a preliminary proxy statement, and intends to file a
definitive proxy statement, to be distributed to THMA’s
stockholders in connection with THMA’s solicitation for proxies for
the vote by THMA’s stockholders in connection with the Business
Combination and the other matters described in the definitive proxy
statement. After the Registration Statement on Form S-4 has been
declared effective by the SEC, THMA will mail a definitive proxy
statement and other relevant documents to its stockholders as of
the record date to be established for voting on the proposed
Business Combination. STOCKHOLDERS OF THMA AND PEAR ARE URGED TO
READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING THMA’S
PROXY STATEMENT AND PROSPECTUS, BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT SUCH PROPOSED TRANSACTIONS. Investors and
security holders will be able to obtain the documents free of
charge at the SEC’s website, http://www.sec.gov, and THMA
stockholders will receive information at an appropriate time on how
to obtain transaction-related documents free of charge from THMA.
Such documents are not currently available.
Participants in the Solicitation
THMA and Pear and their respective directors and officers may be
deemed to be participants in the solicitation of proxies from
THMA’s stockholders in respect of the proposed transactions.
Information about THMA’s directors and executive officers and their
ownership of THMA’s securities is set forth in THMA’s filings with
the SEC, including THMA’s Registration Statement on Form S-1, which
was declared effective by the SEC on February 1, 2021. To the
extent that holdings of THMA’s securities have changed since the
amounts printed in THMA’s Registration Statement on Form S-1, such
changes have been or will be reflected on Statements of Change in
Ownership on Form 4 filed with the SEC. Additional information
regarding the interests of those persons and other persons who may
be deemed participants in the proposed transaction may be obtained
by reading the proxy statement/prospectus regarding the proposed
transaction when it becomes available. You may obtain free copies
of these documents as described in the preceding paragraph.
Forward-Looking Statements
Certain statements, estimates, targets, and projections in this
press release may be considered forward-looking statements within
the meaning of the federal securities laws with respect to the
proposed transaction between THMA and Pear. Forward-looking
statements generally relate to future events or involving, or
future performance of, THMA or Pear. For example, statements
regarding anticipated growth in the industry in which Pear operates
and anticipated growth in demand for Pear’s products, projections
of Pear’s future financial results and other metrics, the
satisfaction of closing conditions to the proposed transaction
between THMA and Pear (the “proposed transaction”) and the timing
of the completion of the proposed transaction are forward-looking
statements. In some cases, you can identify forward-looking
statements by terminology such as “pro forma”, “may”, “should”,
“could”, “might”, “plan”, “possible”, “project”, “strive”,
“budget”, “forecast”, “expect”, “intend”, “will”, “estimate”,
“anticipate”, “believe”, “predict”, “potential” or “continue”, or
the negatives of these terms or variations of them or similar
terminology. Such forward-looking statements are subject to risks,
uncertainties, and other factors which could cause actual results
to differ materially from those expressed or implied by such
forward-looking statements.
These forward-looking statements are based upon estimates and
assumptions that, while considered reasonable by THMA and its
management, and Pear and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to
differ materially from current expectations include, but are not
limited to: (i) the risk that the proposed transaction, including
the contemporaneous private placement of equity securities (the
“PIPE investment”), may not be completed in a timely manner or at
all, which may adversely affect the price of THMA’s securities;
(ii) the risk that the proposed transaction may not be completed by
THMA’s business combination deadline and the potential failure to
obtain an extension of the business combination deadline if sought
by THMA; (iii) the lack of a third party valuation in determining
whether or not to pursue the proposed transaction; (iv) the amount
of the costs, fees, expenses and other charges related to the
proposed transaction and PIPE investment; (v) the outcome of any
legal proceedings that may be instituted against THMA, Pear, the
combined company or others following the announcement of the
Business Combination Agreement relating to the proposed
transaction, the ancillary agreements contemplated thereby and the
transactions contemplated thereby; (vi) the inability to complete
the proposed transaction due to the failure to obtain approval of
the stockholders of THMA or Pear to obtain financing to complete
the proposed transaction or to satisfy other conditions to closing;
(vii) changes to the proposed structure of the proposed transaction
that may be required or appropriate as a result of applicable laws
or regulations or as a condition to obtaining regulatory approval
of the proposed transaction; (viii) the ability to meet stock
exchange listing standards following the consummation of the
proposed transaction; (ix) the risk that the proposed transaction
disrupts current plans and operations of Pear or diverts
management’s attention from Pear’s ongoing business operations and
potential difficulties in Pear employee retention as a result of
the announcement and consummation of the proposed transaction; (x)
the ability to recognize the anticipated benefits of the proposed
transaction, which may be affected by, among other things,
competition, the ability of the combined company to grow and manage
growth profitably, maintain relationships with customers and
suppliers and retain its management and key employees; (xi) costs
related to the proposed transaction; (xii) changes in applicable
laws or regulations; (xiii) the possibility that Pear or the
combined company may be adversely affected by other economic,
business, regulatory, and/or competitive factors; (xiv) Pear’s
estimates of expenses and profitability; (xv) the evolution of the
markets in which Pear competes; (xvi) the ability of Pear to
implement its strategic initiatives and continue to innovate its
existing products; (xvii) the ability of Pear to defend its
intellectual property and satisfy regulatory requirements; (xviii)
the ability of THMA to issue equity or equity-linked securities in
connection with the proposed transaction or in the future; (xix)
the impact of the COVID-19 pandemic on Pear’s business; and (xx)
other risks and uncertainties set forth in the section entitled
“Risk Factors” and “Cautionary Note Regarding Forward-Looking
Statements” in THMA’s final prospectus dated February 1, 2021
relating to its initial public offering and other risks and
uncertainties indicated from the time to time in the definitive
proxy statement to be delivered to THMA’s stockholders and related
registration statement on Form S-4, including those set forth under
“Risk Factors” therein, and other documents filed to be filed with
the SEC by THMA. These filings identify and address other important
risks and uncertainties that could cause actual events and results
to differ materially from those contained in the forward-looking
statements.
Readers are cautioned not to put undue reliance on
forward-looking statements, and THMA and Pear assume no obligation
and do not intend to update or revise these forward-looking
statements, whether as a result of new information, future events,
or otherwise. Neither THMA nor Pear gives any assurance that either
THMA or Pear will achieve its expectations. The inclusion of any
statement in this communication does not constitute an admission by
THMA or Pear or any other person that the events or circumstances
described in such statement are material.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210909005546/en/
Thimble Point Acquisition Corp. Contact:
Jason Gray inquiry@thimblepoint.com
Pear Media and Investors Contacts:
Meara Murphy Senior Director of Corporate Communications
meara.murphy@peartherapeutics.com
Argot Partners pear@argotpartners.com
Golin golinpear@golin.com
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