8-K
SRx Health Solutions, Inc. (SRXH)
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
Dateof Report (Date of earliest event reported): July 9, 2024
BetterChoice Company Inc.
(Exactname of Registrant as Specified in its Charter)
| Delaware | 001-40477 | 83-4284557 |
|---|---|---|
| (State or other Jurisdiction<br><br> <br>of Incorporation**)** | (Commission<br><br> <br>File Number) | (IRS Employer<br><br>Identification No.) |
12400Race 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<br>Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under<br>the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>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<br> Stock, $0.001 par value share | BTTR | NYSE<br> 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. ☐
Item3.01 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.
Item7.01 Cautionary Note Regarding Forward-Looking Statements
ThisCurrent Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of the PrivateSecurities Litigation Reform Act of 1995. Management’s projections and expectations are subject to a number of risks and uncertaintiesthat could cause actual performance to differ materially from that predicted or implied. Forward-looking statements may be identifiedby 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 containedherein include, among others, statements concerning management’s expectations about future events and the Company’s operatingplans 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’smanagement, as applicable, and are subject to known and unknown risks and uncertainties. There are a number of risks and uncertaintiesthat could cause actual results to differ materially from those contemplated by the forward-looking statements. These statements speakonly as of the date they are made, and the Company does not intend to update or otherwise revise the forward-looking information to reflectactual results of operations, changes in financial condition, changes in estimates, expectations or assumptions, changes in general economicor industry conditions or other circumstances arising and/or existing since the preparation of this Current Report on Form 8-K or toreflect 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 forthe most recent fiscal year end, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.
Item9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibits | Description |
|---|---|
| 16.1 | Press Release, dated July 12, 2024 |
| 104 | Cover<br>Page Interactive Data file (embedded within the Inline XBRL document) |
| 2 |
| --- |
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<br>Martinez | |
| Title: | Chief<br>Financial Officer |
| 3 |
| --- |
Exhibit16.1
BetterChoice Company Announces NYSE Acceptance of Plan to Regain Listing Compliance
NEW YORK, July 12, 2024 (GLOBE NEWSWIRE) — Better Choice Company, Inc. (NYSE American: BTTR) (the “Company” or “Better Choice”), a pet health and wellness company, announced today that it received a notice on July 9, 2024 from the NYSE American LLC (the “NYSE American”), stating acceptance of the Company’s plan to regain compliance with Sections 1003(a)(i) and (ii) of the Company Guide. The Company’s listing is being continued pursuant to an extension with a targeted completion date of October 24, 2025 (the “Plan Period”).
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.
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.
AboutBetter Choice Company Inc.
Better Choice Company Inc. is a rapidly growing pet health and wellness company committed to leading the industry shift toward pet products and services that help dogs and cats live healthier, happier and longer lives. We take an alternative, nutrition-based approach to pet health relative to conventional dog and cat food offerings and position our portfolio of brands to benefit from the mainstream trends of growing pet humanization and consumer focus on health and wellness. We have a demonstrated, multi-decade track record of success selling trusted pet health and wellness products and leverage our established digital footprint to provide pet parents with the knowledge to make informed decisions about their pet’s health. We sell the majority of our dog food, cat food and treats under the Halo brand, which is focused, respectively, on providing sustainably sourced kibble and canned food derived from real whole meat, and minimally processed raw-diet dog food and treats. For more information, please visit https://www.betterchoicecompany.com.
CompanyContact:
Better Choice Company, Inc.
Kent Cunningham, CEO
InvestorContact:
KCSA Strategic Communications
Valter Pinto, Managing Director
T: 212-896-1254
Valter@KCSA.com
Source: Better Choice Company Inc.