Better Therapeutics Closes Business Combination and Debuts on Nasdaq

Trading to commence on Nasdaq on Oct. 29, 2021, under the ticker symbol BTTX

Better Therapeutics, Inc., a prescription digital therapeutics (PDT) company delivering cognitive behavioral therapy to address the root causes of cardiometabolic diseases, today announced the completion of its business combination with Mountain Crest Acquisition Corp II (Nasdaq: MCAD; “Mountain Crest II”), a publicly traded special purpose acquisition corporation or SPAC. The resulting combined company will commence trading its shares on Nasdaq under the ticker symbol “BTTX” on October 29, 2021.

The shareholders of Mountain Crest Acquisition Corp II approved the transaction at a special meeting held on October 27, 2021, and the transaction was previously approved by Better Therapeutics’ stockholders. Better Therapeutics’ management team, led by Co-Founder and Chief Executive Officer, Kevin Appelbaum, will lead the combined company along with Dr. Mark Berman, Chief Medical Officer, Kristin Wynholds, Chief Product Officer, and Mark Heinen, Interim Chief Financial Officer.

“We envision a future where digital therapeutics are often the first prescription written in order to address the root causes of disease caused by patient behaviors,” said Appelbaum. “The completion of this transaction and the capital raised will be instrumental in helping our team lead the way in this transformation, beginning with cardiometabolic diseases.”

The proceeds of the transaction will be used to advance Better Therapeutics’ lead product for the treatment of type 2 diabetes, BT-001, through clinical trials and submission for marketing authorization by the U.S. Food and Drug Administration, and to advance its PDT pipeline for other cardiometabolic conditions.

“I am thrilled to see the completion of another business combination of the Mountain Crest franchise, and Better Therapeutics is tackling an important mission to deliver cognitive behavioral therapy in an accessible, scalable form,” said Dr. Suying Liu, Chairman and Chief Executive Officer of Mountain Crest II. “Better Therapeutics’ strong leadership team and industry know-how give us confidence that the company is well-positioned to be a pioneer in the digital therapeutics space,” Dr. Liu continued.

The transaction generated approximately $70 million in gross proceeds from the business combination, a private investment in a public equity (PIPE) from leading healthcare investors led by Farallon Capital Management, RS Investments, Sectoral Asset Management, and Monashee Investment Management, and the first tranche of a credit facility from Hercules Capital that was contingent on the closing of the business combination. The company has access to an additional $40 million from the Hercules Capital credit facility subject to certain milestones.

Cowen acted as exclusive financial advisor and capital markets advisor to Better Therapeutics. Lake Street also served as a capital markets advisor. Goodwin Procter LLP acted as legal counsel to Better Therapeutics in the transaction. Chardan acted as exclusive M&A advisor and financial advisor to Mountain Crest II. Loeb & Loeb LLP acted as legal counsel to Mountain Crest II. Cowen acted as sole placement agent to Mountain Crest II on the PIPE. Shearman & Sterling LLP acted as legal counsel to the placement agent.

About Better Therapeutics

Better Therapeutics is a prescription digital therapeutics (PDT) company developing a novel form of cognitive behavioral therapy to address the root causes of cardiometabolic diseases. The company has developed a proprietary platform for the development of FDA-regulated, software-based solutions for type 2 diabetes, heart disease and other conditions. The cognitive behavioral therapy delivered by Better Therapeutics’ PDT is designed to enable changes in neural pathways of the brain so lasting changes in behavior become possible. Addressing the underlying causes of these diseases has the potential to dramatically improve patient health while lowering healthcare costs. Better Therapeutics clinically validated mobile applications are intended to be prescribed by physicians and reimbursed like traditional medicines. For more information, visit: bettertx.com.

About Mountain Crest Acquisition Corp. II

Mountain Crest Acquisition Corp. II is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses. Mountain Crest II's efforts to identify a prospective target business were not limited to a particular industry or geographic region, although the company intended to focus on operating businesses in North America.

Forward-Looking Statements

Certain statements made in this press release are "forward-looking statements" within the meaning of the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995, including statements about the anticipated benefits of the proposed business combination, the anticipated use of proceeds and may include statements for the period following the consummation of the proposed business combination and related transactions. 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.

The forward-looking statements are based on the current expectations of the management of Better Therapeutics and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements including: risks related to Better Therapeutics’ strategies and its PDTs, such as the willingness of the FDA to approve PDTs and insurance companies to reimburse their use; the ability to recognize the anticipated benefits of the business combination; other risks and uncertainties included under the header “Risk Factors” in the definitive proxy statement/registration statement filed by Mountain Crest II on October 12, 2021.

BTTX-PR

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