6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2020.

Commission File Number 333-161157

| (Translation of registrant’s name into English) |

1275 WEST 6^TH^ AVENUE, #300

VANCOUVER, BC V6H 1A6

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒     Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)( 1): ___

Note: Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6‑K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6‑K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6‑K submission or other Commission filing on EDGAR.

Exhibits:

SIGNATURES

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, thereunto duly authorized.

| | Name: | Moira Ong |

| | Title: | Chief Financial Officer |

betr_ex991.htm EXHIBIT 99.1

FORM 51-102F3

MATERIAL CHANGE REPORT

| | 1275 West 6^th^ Avenue |

| | Suite 300 |

| | Vancouver, British Columbia |

| | V6H 1A6 | | Item 2 | Date of Material Change | | | January to March 2020 | | Item 3 | News Releases | | | News release dated April 7, 2020. | | Item 4 | Summary of Material Change | | | In January 2020, the Company granted 100,000 stock options, with a term of five years and exercise price of $0.25, to an employee.  The Company also issued 666,667 common shares to a consultant for services provided.  In March 2020, the Company issued 28,716 common shares pursuant to termination of an agreement. | | | During March 2020, the Company terminated three positions:  M&A Product Acquisition Analyst, its Vice-President of Chemistry, Manufacturing and Controls and Technology/Technical Development and its Regional Manager - Europe and Chief Medical Officer. | | | The Company announced on April 7, 2020 that it has resolved all disputes with its former executives Patrick J. Rolfes and Ross Franklin.  Consideration for the settlement included an assignment of the Company’s membership interest in  California-based Pivot Naturals, LLC, payment of US$200,000 on two (2) closing dates and payment of three (3) monthly rents due for the lease of 3595 Cadillac Avenue in Costa Mesa, California. Following the settlement, the Company has strategically exited the California cannabis market. | | Item 5 | Full Description of Material Change | | | Refer to Item 4 and the news release in Schedule “A”. | | Item 6 | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 | | | This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102. | | Item 7 | Omitted Information | | | No information has been omitted on the basis that it is confidential information. | | Item 8 | Executive Officer | | | Further information can be obtained from Ahmad Doroudian, Interim Chief Executive Officer of the Company, at (604) 805-7783. | | Item 9 | Date of Report | | | April 7, 2020 |

SCHEDULE “A”

BetterLife Pharma Provides Shareholder Update

VANCOUVER, April 7, 2020 - BetterLife Pharma Inc. (“BetterLife” or the “Company”) (CSE: BETR / OTCQB: PVOTF / FRA: NPAT) today announced that the launch of its branded products is on target for the second and third quarter despite of the disruption to the global supply chain.

Our white-labelled and unique patent protected products will be launched in Q2 in a direct-to-consumer model. The first range of products to launch under the brand available in the US marketplace will include topicals, tinctures, and gummies. The Company also recognizes the high priority for consumers health and wellness in the current environment and is accelerating the launch of a line of CBD Multi-benefit supplements and Immunity Boosting products in Q3.

Our brand will launch unique products that will meet the ever changing needs for today’s consumers in our current and complex world. Our products are designed to provide solutions and address problems related to stress, anxiety, sleep and in general, living a better life.

“During the first quarter, BetterLife operations and scientific team successfully tech transferred its formulations to commercial manufacturing facilities in the U.S. while Mr. Joseph Mimran and his consulting firm (Joseph Mimran and Associates) developed the branding and packaging for our branded products. I want to thank both teams who worked tirelessly in a very challenging social and business environment to ensure successful launch of our products in the coming weeks.”, said Ahmad Doroudian, interim CEO.

BetterLife is also pleased to announce that it has amicably resolved all disputes with its former executives Patrick J. Rolfes and Ross Franklin.

BetterLife continues to aggressively pursue M&A opportunities, including those in the nutraceutical space.

About BetterLife Pharma Inc.

BetterLife Pharma Inc. is a science-based innovative medical wellness company aspiring to offer high-quality preventive and self-care products to its customers. BetterLife has developed pharmaceutical grade products including CBD, phytocannabinoid and micronutrient derived formulations utilizing proprietary drug delivery technologies that are unique, patent protected and with clear superior benefits to the user such as high absorption, low bioburden and ease of use. BetterLife is uniquely positioned to execute on its brand leader strategy in its main markets in US and Canada.

Please visit www.abetterlifepharma.com for more information or contact:

Ahmad Doroudian, Chief Executive Officer

[email protected]

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, the matters set forth above may be forward-looking statements that involve risks and uncertainties that could cause actual results to differ from those in the forward-looking statements. Such forward-looking statements are based on the current beliefs of management, as well as assumptions made by and information currently available to management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors, such as the failure to meet the conditions imposed by the CSE or other securities regulators, the level of business and consumer spending, the amount of sales of BetterLife's products, statements with respect to internal expectations, the competitive environment within the industry, the ability of BetterLife to commence and expand its operations, the level of costs incurred in connection with BetterLife's operational efforts, economic conditions in the industry, pandemics, and the financial strength of BetterLife's future customers and suppliers. BetterLife does not undertake any obligation to update such forward-looking statements, except as required by law.