6-K
BetterLife Pharma Inc. (BETRF)
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, 2024.
Commission File Number 333-161157
| BETTERLIFE PHARMA INC. |
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| (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:
| 99.1 | Material Change Report dated August 7, 2024 |
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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. | ||
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| Date: August 8, 2024 | By | /s/ Moira Ong |
| | | Name: Moira Ong |
| | | Title: Chief Financial Officer |
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betrf_ex991.htm EXHIBIT 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
| Item 1 | Name and Address of Company |
|---|---|
| BetterLife Pharma Inc. (the “Company”) |
| | 1275 West 6th Avenue |
| | Suite 300 |
| | Vancouver, British Columbia |
| | V6H 1A6 | | Item 2 | Date of Material Change | | | July 30, 2024 | | Item 3 | News Releases | | | News release dated July 16, 2024 | | Item 4 | Summary of Material Change | | | On July 29/30, 2024, the Company the Company issued a total of 4,983,699 common shares and 4,983,699 share purchase warrants pursuant to the conversion of convertible debentures totaling $495,000.00 in principal and $3,369.86 in accrued interest. Share purchase warrants are exercisable into common shares, on a one-for-one basis, at an exercise price of $0.10 per warrant and expires on December 31, 2025 or September 27, 2026. 2,250,000 common shares and 2,250,000 share purchase warrants were issued to the Company’s Chief Executive Officer, Dr. Ahmad Doroudian, for conversion of $225,000 of convertible debentures. | | | The Company filed a press release in July 2024 to clarify the following disclosures in its past Management Information Circulars (“MIC”) as it relates to beneficial ownership by its Chief Executive Officer, Dr. Ahmad Doroudian: |
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| Dates of MIC and Related Record Dates | Section in MIC | Amount of Beneficial Ownership and Percentage of Class (if applicable) as Disclosed in MIC | Amended Amount of Beneficial Ownership and Percentage of Class (if applicable) |
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| February 28 and February 10, 2023 | Proposal No. 2 – Election of Directors | 5,506,367 common | 5,863,786 common |
| November 23 and November 5, 2021 | Proposal No. 2 – Election of Directors | 5,155,162 common | 5,529,887 common |
| November 20 and November 9, 2020 | Voting Securities and Principal Holders of Voting Securities | 5,155,162 common<br> <br>13.9% | 5,251,637 common<br> <br>14.2% |
| February 15 and February 13, 2019 | Principal Stockholders and Security Ownership of Management | 9,161,929 common<br> <br>9.455% | 21,330,518 common<br> <br>22.01% |
| 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, Chief Executive Officer of the Company, at (604) 221-0595. | |
| Item 9 | Date of Report |
| August 7, 2024 |
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SCHEDULE “A”
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Amendment of Disclosures in Past Management Information Circulars
VANCOUVER, British Columbia, July 16, 2024 - As a result of a review by the British Columbia Securities Commission, BetterLife Pharma Inc. (“BetterLife” or the “Company”) (CSE: BETR / OTCQB: BETRF / FRA: NPAU), an emerging biotech company focused on the development of BETR-001, a non-hallucinogenic derivative of lysergic acid diethylamide (“LSD”), is issuing the following press release to clarify disclosures in its past Management Information Circulars (“MIC”) as it relates to beneficial ownership by its Chief Executive Officer, Dr. Ahmad Doroudian:
| Dates of MIC and Related Record Dates | Section in MIC | Amount of Beneficial Ownership and Percentage of Class (if applicable) as Disclosed in MIC | Amended Amount of Beneficial Ownership and Percentage of Class (if applicable) |
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| February 28 and February 10, 2023 | Proposal No. 2 – Election of Directors | 5,506,367 common | 5,863,786 common |
| November 23 and November 5, 2021 | Proposal No. 2 – Election of Directors | 5,155,162 common | 5,529,887 common |
| November 20 and November 9, 2020 | Voting Securities and Principal Holders of Voting Securities | 5,155,162 common<br> <br>13.9% | 5,251,637 common<br> <br>14.2% |
| February 15 and February 13, 2019 | Principal Stockholders and Security Ownership of Management | 9,161,929 common<br> <br>9.455% | 21,330,518 common<br> <br>22.01% |
The Company also announces that it has issued 350,000 common shares and 350,000 share purchase warrants pursuant to the conversion of convertible debentures totalling $35,000. Share purchase warrants are exercisable into common shares, on a one-for-one basis, at an exercise price of $0.10 per warrant and expires on August 31, 2026.
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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 and non- controlled LSD derivative in development and it is unique in that it is unregulated and therefore can be self-administered. BetterLife’s synthesis patent for BETR-001 eliminates regulatory hurdles and its 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.
For further information, please visit BetterLife Pharma.
Contact
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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