Better Choice Co Inc. Files S-1 for Public Offering

TL;DR

Better Choice Co Inc. (BEVERAGES) just filed an S-1, looks like they're going public.

AI Summary

Better Choice Co Inc. filed an S-1 form on July 8, 2024, indicating a public offering. The company, formerly known as Sport Endurance, Inc., is based in Tampa, Florida, and operates in the beverages sector. The filing details financial information for periods ending December 31, 2021, 2022, and 2023, as well as the first quarter of 2024.

Why It Matters

This S-1 filing signals Better Choice Co Inc.'s intention to raise capital through a public offering, which could significantly impact its growth and market presence.

Risk Assessment

Risk Level: medium — As a company undergoing an S-1 filing, it is in the process of going public, which inherently carries risks associated with market volatility and regulatory scrutiny.

Key Numbers

• 2021-12-31 — Fiscal Year End (Financial reporting period)
• 2022-12-31 — Fiscal Year End (Financial reporting period)
• 2023-12-31 — Fiscal Year End (Financial reporting period)
• 2024-03-31 — Quarter End (Most recent financial reporting period)

Key Players & Entities

• Better Choice Co Inc. (company) — Filer of the S-1
• Sport Endurance, Inc. (company) — Former name of Better Choice Co Inc.
• 20240708 (date) — Filing date
• Tampa, FL (location) — Company headquarters

FAQ

Key Financial Figures

• $0.001 — f Better Choice Company Inc., par value $0.001 per share, an assumed public offering p
• $3.71 — re, an assumed public offering price of $3.71 per share, which is based on the last r
• $0 — d to the public in this offering, minus $0.01, and the exercise price of each Pre-
• $0.20 — oducts with a retail price greater than $0.20 per ounce) under the Halo brand umbrell
• $0.01 — n stock, will have an exercise price of $0.01 per share, will be immediately exercisa

Filing Documents

• forms-1.htm (S-1) — 2809KB
• ex23-1.htm (EX-23.1) — 3KB
• ex107.htm (EX-FILING FEES) — 23KB
• forms-1_001.jpg (GRAPHIC) — 5KB
• forms-1_002.jpg (GRAPHIC) — 8KB
• forms-1_003.jpg (GRAPHIC) — 5KB
• cover_001.jpg (GRAPHIC) — 344KB
• cover_002.jpg (GRAPHIC) — 268KB
• cover_003.jpg (GRAPHIC) — 223KB
• 0001493152-24-026404.txt ( ) — 12841KB
• bttr-20240331.xsd (EX-101.SCH) — 59KB
• bttr-20240331_cal.xml (EX-101.CAL) — 92KB
• bttr-20240331_def.xml (EX-101.DEF) — 250KB
• bttr-20240331_lab.xml (EX-101.LAB) — 493KB
• bttr-20240331_pre.xml (EX-101.PRE) — 393KB
• forms-1_htm.xml (XML) — 1903KB

FORWARD LOOKING STATEMENTS

FORWARD LOOKING STATEMENTS iii ABOUT THIS PROSPECTUS iv PROSPECTUS SUMMARY 1 THE OFFERING 3

USE OF PROCEEDS

USE OF PROCEEDS 23 DIVIDEND POLICY 24 MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 25 CAPITALIZATION 26

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 28

BUSINESS

BUSINESS 39 MANAGEMENT 45 EXECUTIVE AND DIRECTOR COMPENSATION 49

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT 55 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 55

DESCRIPTION OF CAPITAL STOCK

DESCRIPTION OF CAPITAL STOCK 56

UNDERWRITING

UNDERWRITING 61 LEGAL MATTERS 69 EXPERTS 69 WHERE YOU CAN FIND ADDITIONAL INFORMATION 69 i We have not, and the underwriter and their affiliates have not, authorized anyone to provide you with any information or to make any representation not contained or incorporated by reference in this prospectus or any related free writing prospectus. We do not, and the underwriter and its affiliates do not, take any responsibility for, and can provide no assurance as to the reliability of, any information that others may provide to you. This prospectus is not an offer to sell or an offer to buy common stock in any jurisdiction where offers and sales are not permitted. The information in this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus or any sale of common stock. You should also read and consider the information in the documents to which we have referred you under the caption "Where You Can Find More Information" in the prospectus. Neither we nor the underwriter have done anything that would permit a public offering of the common stock or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United of the common stock and the distribution of this prospectus outside of the United States. The information contained in this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus, or any free writing prospectus, as the case may be, or any shares of our common stock. Our business, results of operations, financial condition and prospects may have changed since that date. Before purchasing any securities, you should carefully read both this prospectus, together with the additional information described under the headings " Where You

business

business interruptions resulting from geopolitical actions, including war and terrorism; our ability to successfully implement our growth strategy; failure to achieve growth or manage anticipated growth; our ability to achieve or maintain profitability; the loss of key members of our senior management team; our ability to generate sufficient cash flow or raise capital on acceptable terms to run our operations, service our debt and make necessary capital expenditures; our dependence on our subsidiaries for payments, advances and transfers of funds due to our holding company status; our ability to successfully develop additional products and services or successfully market and commercialize such products and services; competition in our market; our ability to attract new and retain existing customers, suppliers, distributors or retail partners; allegations that our products cause injury or illness or fail to comply with government regulations; our ability to manage our supply chain effectively; our or our co-manufacturers' and suppliers' ability to comply with legal and regulatory requirements; the effect of potential price increases and shortages on the inputs, commodities and ingredients that we require, whether as a result of the continued actual or perceived effects of broader geopolitical and macroeconomic conditions, including the military conflict between Russia and Ukraine; our ability to develop and maintain our brand and brand reputation; compliance with data privacy rules; our compliance with applicable regulations issued by the U.S. Food and Drug Administration ("FDA"), the U.S. Federal Trade Commission ("FTC"), the U.S. Department of Agriculture ("USDA"), and other federal, state and local regulatory authorities, including those regarding marketing pet food, products and supplements; risk of our products being recalled for a variety of reasons, including product defects, packaging safety and inadequate or inaccurate label

Risk Factors

Risk Factors Investing in our common stock involves numerous risks, including the risks described under the heading " Risk Factors " in this prospectus and elsewhere in this prospectus. You should carefully consider these risks before making an investment. The following are some of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, and prospects: Increases in sourcing, manufacturing, freight and/or warehousing costs, supply shortages, interruption in our sourcing operations and/or supply changes could have an adverse effect on our business, financial condition, and operating results; We may not be able to successfully implement our growth strategy or effectively manage our growth on a timely basis or at all; Our level of indebtedness and related covenants could limit our operational and financial flexibility and significant adversely affect our business if we breach such covenants and default on such indebtedness; If we do not successfully develop additional products and services, or if such products and services are developed but not successfully commercialized, our business will be adversely affected; Our ability to compete on the basis of product and ingredient quality, product availability, palatability, brand awareness, loyalty and trust, product variety and innovation, product packaging and design, reputation, price and convenience and promotional efforts in our highly competitive industry and against other industry participants, some of whom have greater resources than we do; We are vulnerable to fluctuations in the price and supply of key inputs, including ingredients, packaging materials, and freight; Food safety and food-borne illness incidents may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings; Adverse litigation judgmen

View Full Filing

View this S-1 filing on SEC EDGAR