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
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 24, 2024, Better Choice Company Inc., a Delaware corporation (the “Company”), announced that it received a warning letter, dated May 21, 2024, from NYSE Regulation regarding the Company’s disclosure of material news in a manner that did not comply with the NYSE American Company Guide (the “Company Guide”).
A company listed on the NYSE American is required to make immediate public disclosure of all material information concerning its affairs. When such disclosure is to be made between 7:00 A.M. and 4:00 P.M., Eastern Time, the company is required to notify the Exchange at least ten minutes prior to the announcement. On May 21, 2024, the Company received a letter from NYSE Regulation, advising the Company that it did not comply with Section 401(a) of the NYSE American Company Guide.
At approximately 12:50 P.M. Eastern Time on May 17, 2024, the Company issued a press release announcing its First Quarter 2024 Results, which was a material news disclosure. In doing so, the Company did not comply with Section 401(a) of the Company Guide by notifying the Exchange before issuing the announcement or providing the Exchange an advance copy of the announcement.
Concurrently with the issuance of this press release, the Company is filing a Current Report on Form 8-K with the Securities and Exchange Commission with respect to this matter. NYSE Regulation has also advised the Company that, pursuant to Section 401(j) of the NYSE American Company Guide, it is required to issue a news release with respect to this matter.
A copy of the press release is attached hereto as Exhibit 99.1.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Management’s projections and expectations are subject to a number of risks and uncertainties that could cause actual performance to differ materially from that predicted or implied. Forward-looking statements may be identified by the use of words such as “expect,” “anticipate,” “believe,” “estimate,” “potential,” “should” or similar words intended to identify information that is not historical in nature. Forward-looking statements contained herein include, among others, statements concerning management’s expectations about future events and the Company’s operating plans and performance, including levels of consumer, business and economic confidence generally, the regulatory environment, litigation, sales, and the expected benefits of acquisitions, and such statements are based on the current beliefs and expectations of the Company’s management, as applicable, and are subject to known and unknown risks and uncertainties. There are a number of risks and uncertainties that could cause actual results to differ materially from those contemplated by the forward-looking statements. These statements speak only as of the date they are made, and the Company does not intend to update or otherwise revise the forward-looking information to reflect actual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economic or industry conditions or other circumstances arising and/or existing since the preparation of this Current Report on Form 8-K or to reflect the occurrence of any unanticipated events. For further information regarding the risks associated with the Company’s business, please refer to the Company’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the most recent fiscal year end, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibits | Description | |
| 99.1 | Press Release dated May 24, 2024 | |
| 104 | Cover Page Interactive Data file (embedded within the Inline XBRL document) |
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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. May 24, 2024 | ||
| By: | /s/ Carolina Martinez | |
| Name: | Carolina Martinez | |
| Title: | Chief Financial Officer |
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