Better Choice Co Inc. Signs Material Definitive Agreement

TL;DR

Better Choice Co Inc. signed a big deal on Jan 24th. Details to follow.

AI Summary

Better Choice Co Inc. entered into a material definitive agreement on January 24, 2025. The filing also includes financial statements and exhibits. 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 Co Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the specifics of which are not yet detailed in this initial filing.

Key Players & Entities

• Better Choice Co Inc. (company) — Registrant
• Sport Endurance, Inc. (company) — Former company name
• January 24, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• Tampa, Florida (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value share BTTR NYSE American
• $80 million — Rx for purposes of the Arrangement from $80 million to $77 million; and (2) to clarify the
• $77 million — of the Arrangement from $80 million to $77 million; and (2) to clarify the treatment of SR

Filing Documents

• form8-k.htm (8-K) — 54KB
• ex10-1.htm (EX-10.1) — 3KB
• ex10-1_001.jpg (GRAPHIC) — 552KB
• ex10-1_002.jpg (GRAPHIC) — 537KB
• ex10-1_003.jpg (GRAPHIC) — 581KB
• ex10-1_004.jpg (GRAPHIC) — 157KB
• 0001493152-25-003924.txt ( ) — 2748KB
• bttr-20250124.xsd (EX-101.SCH) — 3KB
• bttr-20250124_lab.xml (EX-101.LAB) — 33KB
• bttr-20250124_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

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): January 24, 2025 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 January 24, 2025, Better Choice Company Inc., a Delaware corporation (the "Company"), entered into Amendment No. 2 (the "Agreement 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") and Amendment No. 1 (the "Plan Amendment" and together with the Agreement Amendment, the "Amendment") to the Plan of Arrangement (the "Plan") attached as a schedule to the Arrangement Agreement. The parties had previously amended the Arrangement Agreement on December 6, 2024 by entering into the previously announced Amendment No. 1 to Arrangement Agreement. Pursuant to the Arrangement Agreement and the Plan, the Company will acquire SRx in an all-stock transaction pursuant to a statutory arrangement under Canadian law (the "Arrangement"). As a result of the Arrangement, all of the property, rights, interests and obligations of SRx shall become the property, rights, interests and obligations of the entity formed by the amalgamation of SRx and AcquireCo ("Amalco"), and Amalco will be an indirect wholly-owned subsidiary of the Company. Pursuant to the Agreement Amendment, the Arrangement Agreement was amended to (1) change the Outside Date (as such term is defined in the Arrangement Agreement) from January 31, 2025 to February 28, 2025; and (2) remove a reference to the Effective Date and replace it with a reference to the Record Date, in order to properly identify the Company stockholders who will receive equity interests in the Spin-Out SPV (as such term is defined in the Arrangement Agreement) in connection with the Spin-Out (as such term is defined in the Arrangement Agreement). Pursuant to the Plan Amendment, the Plan was amended to; (1) to revise the definition of "Exchange Ratio" by decreasing the equity value attributable to SRx for purposes of the Arrangement from $80 million to $77 million; and (2) to clarify the treatment of SRx shares held by Better Choice as of the Effective Time (as such term is defined in the Plan). 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 transaction 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 Arrange

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View this 8-K filing on SEC EDGAR