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0001471727
Better Choice Co Inc.
0001471727
2024-07-09
2024-07-09
iso4217:USD
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iso4217:USD
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UNITED
STATES
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): July 9, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
July 9, 2024, Better Choice Company, Inc. (the “Company”), received a notice from the NYSE American (“NYSE”),
that it has accepted its plan to regain compliance with Sections 1003(a)(i) and (ii) of the NYSE American Company Guide. As previously
disclosed, the NYSE notified the Company on April 24, 2024, that it had fallen below the NYSE’s continued listing standard requiring
a listed company to have stockholders’ equity of $4 million or more if the listed company has reported losses from continuing operations
and/or net losses in three of its four most recent fiscal years. With the NYSE’s acceptance of the Company’s plan to regain
compliance, the Company’s listing is being continued pursuant to an extension with a targeted completion date of October 24, 2025
(the “Plan Period”). The Company will provide quarterly updates to the NYSE American during the Plan Period on its progress
with the goals and initiatives outlined in the plan.
In
the notice letter, NYSE American also notified the Company that it was not in compliance with Section 1003(a)(i) of the Company Guide
as it reported stockholders’ equity of $1.1 million as of March 31, 2024, and had losses from continuing operations and/or net
losses in three out of its four most recent fiscal years ended December 31, 2023. The Company intends to gain compliance with Section
1003(a)(i) during the Plan Period.
On
July 12, 2024, the Company issued a press release announcing the developments disclosed in this report. A copy of the press release is
included as an exhibit to this report.
Item
7.01 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.
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.
| July 15, 2024 |
Better Choice Company Inc. |
| |
|
| |
By: |
/s/ Carolina Martinez |
| |
Name: |
Carolina
Martinez |
| |
Title: |
Chief
Financial Officer |
