UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported):
Better Choice Company Inc.
(Exact name of Registrant as Specified in its Charter)
| (State
or other Jurisdiction of Incorporation) |
(Commission
File Number) |
(IRS
Employer Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s
Telephone Number, Including Area Code): (
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 | ||
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 15, 2023, Better Choice Company Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”), after adjourning its previously schedule meeting on November 13, 2023, to consider and vote on four proposals, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 26, 2023. Of the 32,081,148 shares of the Company’s common stock outstanding as of the record date, 19,149,152 shares, or 59.69%, were present virtually or represented by proxy at the Annual Meeting. The final voting results for each of the matters submitted to a Company stockholder vote at the Annual Meeting are set forth below.
| 1. | Each of the following persons was duly elected to serve as a director of the Company’s board of directors for a term expiring at the 2024 annual meeting of stockholders and until his or her successor shall have been elected and qualified or until earlier resignation, removal from office or death, with votes as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||||
| Lionel F. Conacher | 14,543,599 | 194,585 | 12,419 | 4,398,549 | ||||
| Arlene Dickinson | 13,963,583 | 775,610 | 11,410 | 4,398,549 | ||||
| Gil Fronzaglia | 13,967,254 | 268,938 | 514,411 | 4,398,549 | ||||
| John M. Word III | 12,886,071 | 1,847,119 | 17,413 | 4,398,549 | ||||
| Michael Young | 14,435,238 | 303,218 | 12,147 | 4,398,549 |
| 2. | The vote to approve the issuance of common stock upon exercise of the Alphia Second Tranche Warrant, was as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 13,915,282 | 821,350 | 13,971 | 4,398,549 |
| 3. | The reaffirmation of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified, with votes as follows: |
| FOR | AGAINST | ABSTAIN | ||
| 18,417,460 | 119,791 | 611,901 |
| 4. | The compensation of the Company’s named executive officers was approved, on an advisory (non-binding) basis, with votes as follows: |
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTE | |||
| 13,838,601 | 903,204 | 8,798 | 4,398,549 |
| 2 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Better Choice Company Inc. | ||
| By: | /s/ Carolina Martinez | |
| Name: | Carolina Martinez | |
| Title: | Chief Financial Officer | |
| November 16, 2023 | ||
| 3 |
Cover |
Nov. 13, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Nov. 13, 2023 |
| Entity File Number | 001-40477 |
| Entity Registrant Name | Better Choice Co Inc. |
| Entity Central Index Key | 0001471727 |
| Entity Tax Identification Number | 83-4284557 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 12400 Race Track Road |
| Entity Address, City or Town | Tampa |
| Entity Address, State or Province | FL |
| Entity Address, Postal Zip Code | 33626 |
| City Area Code | 212 |
| Local Phone Number | 896-1254 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, $0.001 par value share |
| Trading Symbol | BTTR |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |