BetterLife Pharma Inc 6-K, filed Jul 28, 2025
BetterLife Pharma Inc. (BETRF)
About this 6-K
BetterLife Pharma Inc filed this 6-K on July 28, 2025.
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 July, 2025.
Commission File Number 333-161157
| BETTERLIFE PHARMA INC. |
| (Translation of registrant’s name into English) |
1275 WEST 6TH AVENUE, #300
VANCOUVER, BC CANADA 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:
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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.
| BETTERLIFE PHARMA INC. | |||
| Date: July 28, 2025 | By: | /s/ Moira Ong | |
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| Name: Moira Ong Title: Chief Financial Officer | |
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EXHIBIT 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
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| BetterLife Pharma Inc. (the “Company”) 1275 West 6th Avenue Suite 300 Vancouver, British Columbia V6H 1A6 |
| Item 2 | Date of Material Change |
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| July 28, 2025 |
| Item 3 | News Releases |
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| News release dated July 17, 2025 |
| Item 4 | Summary of Material Change |
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| Effective July 18, 2025, the expiry date of 2,950,000 outstanding share purchase warrants (“Warrants”) are extended to August 30, 2026. These Warrants, with an original exercise price of $0.10 and expiry date of August 30, 2025, were granted pursuant to an August 2023 non-brokered private placement pursuant to which the Company issued 2,950,000 units (“Units”) at a price of $0.10 per Unit for aggregate gross proceeds of $295,000. The Company will not issue new warrant certificates in connection with the forementioned amendment. Previously issued warrant certificates remain valid and enforceable until the amended expiry date of August 30, 2026. Warrantholders may exercise their warrants by returning a completed subscription notice/form (included with the warrant certificate), the original warrant certificate and payment by bank draft (made payable to “BetterLife Pharma Inc.”) to the Company at: BetterLife Pharma Inc., 1275 West 6th Avenue, #300, Vancouver, BC, V6H 1A6 (Attention: Dr. Ahmad Doroudian). For warrant exercises that will be paid by wire transfer or any questions related to the warrants, please contact IR@BlifePharma.com.
The Company held its annual meeting of shareholders on July 23, 2025 (the “Meeting”). A total of 76,506,028 common shares, representing 50.39% of the Company’s outstanding common shares, were voted by proxy at the Meeting with results of voting as follows: |
Number of Directors
The number of directors was set to five (5).
| For | 71,625,765 |
| Against | 4,880,263 |
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Election of Directors
The following nominees listed in the Management Information Circular, as filed on www.sedarplus.com on June 23, 2025, were elected as directors of the Company until the next annual meeting of shareholders or until their successors are elected or appointed.
| Nominee |
| Votes For |
| Votes Withheld |
| Ahmad Doroudian |
| 44,856,813 |
| 29,551,155 |
| Robert Metcalfe |
| 48,515,957 |
| 25,892,011 |
| Ralph Anthony Pullen |
| 21,332,829 |
| 53,075,139 |
| Steven Sangha |
| 55,327,576 |
| 19,080,392 |
| André Beaudry |
| 54,896,764 |
| 19,511,204 |
Appointment of Auditor
MNP LLP, Chartered Professional Accountants was appointed as auditor of the Company for the ensuing year and the Board of Directors is authorized to fix the remuneration.
| For | 76,475,559 |
| Withheld | 30,469 |
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| In July 2025, the Company granted 700,000 options to purchase common shares of the Company to a director. These options have an exercise price of $0.09 and expire on July 1, 2030. |
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| Item 5 | Full Description of Material Change |
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| Refer to Item 4. | |
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| Item 6 | Reliance on subsection 7.1(2) or (3) of National Instrument 51-102 |
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| This Report is not being filed on a confidential basis in reliance on subsection 7.1(2) of National Instrument 51-102. | |
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| Item 7 | Omitted Information |
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| No information has been omitted on the basis that it is confidential information. | |
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| Item 8 | Executive Officer |
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| Further information can be obtained from Ahmad Doroudian, Chief Executive Officer of the Company, at (604) 221-0595. | |
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| Item 9 | Date of Report |
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| July 28, 2025 |
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SCHEDULE “A”
BetterLife Announces Extension of Warrants
VANCOUVER, British Columbia, July 17, 2025 - BetterLife Pharma Inc. (“BetterLife” or the “Company”) (CSE: BETR / OTCQB: BETRF / FRA: NPAU), an emerging biotech company focused on the development and commercialization of cutting-edge treatments for mental disorders, announces that, effective July 18, 2025, the expiry date of 2,950,000 outstanding share purchase warrants (“Warrants”) are extended to August 30, 2026.
These Warrants, with an original exercise price of $0.10 and expiry date of August 30, 2025, were granted pursuant to an August 2023 non-brokered private placement pursuant to which the Company issued 2,950,000 units (“Units”) at a price of $0.10 per Unit for aggregate gross proceeds of $295,000.
The Company will not issue new warrant certificates in connection with the forementioned amendment. Previously issued warrant certificates remain valid and enforceable until the amended expiry date of August 30, 2026. Warrantholders may exercise their warrants by returning a completed subscription notice/form (included with the warrant certificate), the original warrant certificate and payment by bank draft (made payable to “BetterLife Pharma Inc.”) to the Company at: BetterLife Pharma Inc., 1275 West 6th Avenue, #300, Vancouver, BC, V6H 1A6 (Attention: Dr. Ahmad Doroudian). For warrant exercises that will be paid by wire transfer or any questions related to the warrants, please contact IR@BlifePharma.com.
About BetterLife Pharma
BetterLife Pharma Inc. is an emerging biotechnology company primarily focused on developing and commercializing two compounds, BETR-001 and BETR-002, to treat neuro-psychiatric and neurological disorders.
BETR-001, which is in preclinical and IND-enabling studies, is a non-hallucinogenic neuroplastogen. BETR-001 is a non-controlled substance. BETR-001 will be developed for the treatment of various psychiatric and neurological disorders. BETR-001 pending patent, for composition and method of use, covers treatment of major depressive disorder, anxiety disorder and neuropathic pain and other neuro-psychiatric and neurological disorders.
BETR-002, which is in preclinical and IND-enabling studies, is based on honokiol, the active anxiolytic ingredient of magnolia bark. BetterLife’s pending method of use and formulations patent covers treatment of anxiety-related disorders including benzodiazepine dependency.
BetterLife also owns a drug candidate for the treatment of viral infections and is in the process of seeking strategic alternatives for further development.
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For further information, please visit BetterLife Pharma.
BetterLife Pharma Inc. Contact Information
David Melles, Investor Relations Manager
Email: David.Melles@blifepharma.com
Phone: 1-778-887-1928
Cautionary Note Regarding Forward-Looking Statements
No securities exchange has reviewed nor accepts responsibility for the adequacy or accuracy of the content of this news release. This news release contains forward-looking statements relating to product development, licensing, commercialization and regulatory compliance issues and other statements that are not historical facts. Forward-looking statements are often identified by terms such as “will”, “may”, “should”, “anticipate”, “expects” and similar expressions. All statements other than statements of historical fact, included in this release are forward-looking statements that involve risks and uncertainties. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from the Company’s expectations include the failure to satisfy the conditions of the relevant securities exchange(s) and other risks detailed from time to time in the filings made by the Company with securities regulations. The reader is cautioned that assumptions used in the preparation of any forward-looking information may prove to be incorrect. Events or circumstances may cause actual results to differ materially from those predicted, as a result of numerous known and unknown risks, uncertainties, and other factors, many of which are beyond the control of the Company. The reader is cautioned not to place undue reliance on any forward-looking information. Such information, although considered reasonable by management at the time of preparation, may prove to be incorrect and actual results may differ materially from those anticipated. Forward-looking statements contained in this news release are expressly qualified by this cautionary statement. The forward-looking statements contained in this news release are made as of the date of this news release and the Company will update or revise publicly any of the included forward-looking statements as expressly required by applicable law.
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