| Delaware (State or other jurisdiction of incorporation or organization) | | | 3841 (Primary Standard Industrial Classification Code Number) | | | 26-1828101 (I.R.S. Employer Identification Number) | |
| Brett Hanson Emily Humbert Fox Rothschild LLP 33 South Sixth Street, Suite 3600 Minneapolis, Minnesota 55402 (612) 607-7000 | | | Barry I. Grossman Sarah Williams Matthew Bernstein Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300 (telephone number) (212) 370-7889 (facsimile number) | |
| Large accelerated filer ☐ | | | Accelerated filer ☐ | |
| Non-accelerated filer ☒ | | | Smaller reporting company ☒ | |
| | | | Emerging growth company ☐ | |
| | | Per Unit(1) | | | Total | | ||||||
Public offering price(2) | | | | $ | | | | | $ | | | ||
Placement agent’s fees | | | | $ | | | | | $ | | | ||
Proceeds, before expenses, to us | | | | $ | | | | | $ | | | |
| | | | | ii | | | |
| | | | | 1 | | | |
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | | ||
| | | | | | |
App Name | | | Focus/Approach | |
BetterMe | | | BetterMe markets itself as a healthy lifestyle program without extreme weight loss, focusing on wellbeing. | |
BetterSleep | | | Formally known as Relax Melodies, BetterSleep analyses users’ chronotypes, tracks sleep and creates bedtime routines. | |
Calm | | | Calm includes meditation tools, sleep aids and video lessons on gentle stretching. | |
Fabulous | | | A self-care coaching app to build daily habits such as drinking water, exercising and focused working. | |
Headspace | | | A meditation app that offers courses for stress, anger, depression, and work performance, as well as programs for sleep and exercise. | |
I Am | | | I Am centers around daily affirmations to build self-confidence and change thought patterns. | |
Relax | | | Users have access to exercises and programs to improve mindfulness and mental health. | |
Sleep Cycle | | | Intended to improve users’ sleep by analyzing sleep and recordings of snoring and sleep talking to provide an alarm based on those patterns. | |
App Name | | | Focus/Approach | |
Apple Health | | | Collects health information from iPhones, Apple Watches and other devices, sets medication reminders and organizes health records. | |
MyFitnessPal | | | Contains a database of food items with nutritional values and a fitness component. | |
Fitbit | | | Utilizes the sensors on fitness tracker, Fitbit, to track heartrate, electrodermal activity, temperature, sleep and menstrual cycles. | |
BetterMe | | | BetterMe markets itself as a healthy lifestyle program without extreme weight loss, focusing on wellbeing. | |
Noom | | | Weight management business Noom has extended into behavior change programs for chronic and non-chronic health conditions. | |
Lose It! | | | Lose It! Tracks food and water intake for users to meet diet goals and lose weight. | |
WeightWatchers | | | A weight loss program converts nutritional information into a points system to track caloric intake. | |
Flo | | | The most popular ovulation and period tracker, fertility calendar and pregnancy assistant app. | |
Waterlogged | | | Water tracking app that allows users to set goals for water consumption and receive reminders to drink. | |
Fastic | | | Fastic promotes weight loss through a program of intermittent fasting, mindfulness, improved nutrition and sleep. | |
| | | As of June 30, 2023 (dollars in thousands) | | |||||||||
| | | Actual | | | As Adjusted(1) | | ||||||
Cash and cash equivalents | | | | | 4,567 | | | | | | 11,576 | | |
Stockholders’ equity: | | | | | | | | | | | | | |
Preferred stock, $0.001 par value; 10,000,000 shares authorized, actual and as adjusted | | | | | — | | | | | | — | | |
Series C convertible preferred stock, $0.001 par value, 95,388 shares issued and outstanding, actual and adjusted | | | | | — | | | | | | — | | |
Common stock, $0.001 par value; 300,000,000 shares authorized, actual and as adjusted; 3,452,169 shares issued and outstanding, actual, and 11,962,807, as adjusted | | | | | 3 | | | | | | 12 | | |
Additional paid-in capital . | | | | | 637,172 | | | | | | 644,173 | | |
Accumulated deficit | | | | | (630,342) | | | | | | (630,342) | | |
Accumulated other comprehensive loss | | | | | (95) | | | | | | (95) | | |
Total stockholders’ equity | | | | | 6,738 | | | | | | 13,747 | | |
| Assumed offering price per unit | | | | $ | 0.94 | | |
| Net tangible book value per share as of June 30, 2023 | | | | $ | 1.88 | | |
| Decrease in net tangible book value per share attributable to new investors in this offering | | | | $ | 0.75 | | |
| As adjusted net tangible book value per share as of June 30, 2023 after giving effect to this offering | | | | $ | 1.13 | | |
| Immediate accretion per share to investors participating in this offering | | | | $ | 0.19 | | |
| | | Per Unit | | | Total | | ||||||
Public offering price | | | | $ | | | | | $ | | | ||
Placement agent fees | | | | $ | | | | | $ | | | ||
Proceeds, before expenses, to us | | | | $ | | | | | $ | | | |
| | | Amount to be paid | | |||
SEC registration fee | | | | $ | 2,204 | | |
FINRA filing fee | | | | | 5,000 | | |
Accounting fees and expenses | | | | | 200,000 | | |
Legal fees and expenses | | | | | 200,000 | | |
Miscellaneous fees and expenses | | | | | 25,000 | | |
Total | | | | $ | 432,204 | | |
| Exhibit | | | Description | |
| 4.26 | | | Form of Warrant, dated August 16, 2017 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 16, 2017). | |
| 4.27 | | | Form of Series C Warrant, dated as of July 8, 2015, by and between the Company and several accredited investors. (Incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on July 7, 2015 (File No. 1-33818)). | |
| 4.28 | | | | |
| 4.29 | | | Form of Warrant to purchase shares of Common Stock. (Incorporated herein by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-1 filed on January 11, 2017 (File No. 333-213704)). | |
| | | | ||
| 10.1** | | | | |
| 10.2 | | | | |
| 10.3 | | | | |
| 10.4 | | | | |
| 10.5 | | | | |
| 10.6 | | | | |
| 10.7 | | | | |
| 10.8 | | | | |
| 10.9 | | | | |
| 10.10 | | | | |
| 10.11 | | | | |
| 10.12 | | | |
| Exhibit | | | Description | |
| 10.13 | | | | |
| 10.14 | | | | |
| 10.15 | | | | |
| 10.16 | | | Exclusive License Agreement, dated September 19, 2023, by and between the Company and Biorad Medysis Pvt. Ltd. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 22, 2023). | |
| 21.1 | | | | |
| 23.1** | | | | |
| 23.2** | | | | |
| 23.3** | | | | |
| 24.1** | | | | |
| 107** | | | |
| Signature | | | Capacity | | | Date | |
| /s/ Paul F. Hickey Paul F. Hickey | | | President and Chief Executive Officer and Director (Principal Executive Officer) | | | September | |
| /s/ Thomas Stankovich Thomas Stankovich | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | September | |
| * Dan W. Gladney | | | Director | | | September | |
| * Gary D. Blackford | | | Director | | | September | |
| * Lori C. McDougal | | | Director | | | September | |
| * Arda M. Minocherhomjee, Ph.D. | | | Director | | | September | |
| * By Paul F. Hickey, as attorney-in-fact /s/ Paul F. Hickey Paul F. Hickey | | | |