Better Choice Co Inc. Signs Material Definitive Agreement

Ticker: SRXH · Form: 8-K · Filed: Dec 10, 2024 · CIK: 1471727

Sentiment: neutral

Topics: material-definitive-agreement, exhibits, corporate-update

TL;DR

BCII signed a big deal on Dec 6th, filing includes financials.

AI Summary

Better Choice Company, Inc. (BCII) entered into a material definitive agreement on December 6, 2024. The filing also includes financial statements and exhibits related to this agreement. The company, formerly known as Sport Endurance, Inc., is incorporated in Delaware and headquartered in Tampa, Florida.

Why It Matters

This filing indicates a significant new contract or partnership for Better Choice Company, Inc., which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks and opportunities, the specifics of which are not detailed in this initial 8-K filing.

Key Players & Entities

FAQ

What type of material definitive agreement did Better Choice Company, Inc. enter into?

The filing does not specify the nature of the material definitive agreement, only that one was entered into on December 6, 2024.

When was the material definitive agreement entered into?

The material definitive agreement was entered into on December 6, 2024.

What is the principal executive office address for Better Choice Company, Inc.?

The principal executive office address is 12400 Race Track Road, Tampa, Florida 33626.

What was Better Choice Company, Inc.'s former name?

Better Choice Company, Inc.'s former name was Sport Endurance, Inc.

What is the Commission File Number for Better Choice Company, Inc.?

The Commission File Number for Better Choice Company, Inc. is 001-40477.

Filing Stats: 1,817 words · 7 min read · ~6 pages · Grade level 15.8 · Accepted 2024-12-10 16:21:07

Key Financial Figures

Filing Documents

From the Filing

UNITED SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 6, 2024 Better Choice Company, Inc. (Exact name of Registrant as Specified in its Charter) Delaware 001-40477 83-4284557 (State or other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 12400 Race Track Road Tampa , Florida 33626 (Address of Principal Executive Offices) (Zip Code) (Registrant's Telephone Number, Including Area Code): ( 212 ) 896-1254 N/A (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value share BTTR NYSE American Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Item 1.01 Entry into a Material Definitive Agreement Amendment to Arrangement Agreement On December 10, 2024, Better Choice Company, Inc., a Delaware corporation (the "Company"), announced that it has entered into an Amendment No. 1 (the "Amendment") to its previously announced Arrangement Agreement (the "Arrangement Agreement") with SRx Health Solutions, Inc., a corporation organized under the laws of the Province of Ontario ("SRx"), 1000994476 Ontario Inc., an indirect wholly-owned subsidiary of the Company and a corporation existing under the laws of the Province of Ontario ("AcquireCo"), and 1000994085 Ontario Inc., a direct wholly-owned subsidiary of the Company and corporation existing under the laws of the Province of Ontario ("CallCo"). Pursuant to the Arrangement Agreement, and the Plan of Arrangement adopted in connection therewith, the Company will acquire SRx in an all-stock transaction pursuant to a statutory amalgamation of SRx and AcquireCo under Canadian law (the "Amalgamation"). As a result of the Amalgamation, all of the property, rights, interests and obligations of SRx shall become the property, rights, interests and obligations of the resulting entity ("Amalco"), and Amalco will be an indirect wholly-owned subsidiary of the Company. In addition, pursuant to the Arrangement Agreement, immediately prior to the consummation of the Amalgamation the Company will spin-out 8% of the issued and outstanding capital stock of the Company's subsidiary, Halo, Purely For Pets, Inc., a Delaware corporation ("Halo"), to the Company's stockholders of records on such date, through a special purpose vehicle. Pursuant to the Amendment, the portion of Halo's issued and outstanding capital stock subject to the spin-out will increase from 8% to 17%. The transaction, including the terms of the Amendment, has been unanimously approved by the boards of directors of the Company and SRx. The consummation of the Amalgamation is subject to customary closing conditions, including requisite approvals of the stockholders of the Company and SRx and the Ontario Superior Court of Justice (Commercial List), among other required regulatory approvals, and the absence of a material adverse effect with respect to the Company or SRx. The Arrangement Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company, SRx or their respective subsidiaries and affiliates. The Arrangement Agreement contains representations and warranties by the Company and SRx made solely for the benefit of the parties. The assertions embodied in those representations and warranties are subject to qualifications and limitations agreed to by the respective parties in negotiating the terms of the Arrangement Agreement, including information in confidential disclosure letters delivered by each party in connection with the signing of the Arrangement Ag

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing