true000147172700014717272023-03-022023-03-02
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 21,
2023
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Better Choice Company Inc.
(Exact name of Registrant as Specified in its Charter)
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Delaware |
001-40477 |
83-4284557 |
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(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)
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(Registrant's Telephone Number, Including Area Code):
(212) 896-1254
N/A
(Former name or former address, if changed since last
report.)
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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:
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☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class
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Trading
Symbol(s) |
Name of each exchange on which registered |
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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.
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Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangement of Certain Officers
Departure of Ms. Cook as Chief Financial Officer
On March 21, 2023, Better Choice Company Inc. (the “Company”)
announced that Sharla A. Cook, age 42, has resigned from her role
as Chief Financial Officer, Secretary and Treasurer of the Company,
effective April 3, 2023 (the “Separation Date”).
Appointment of Interim Chief Financial Officer
On March 21, 2023, the Company announced that Carolina Martinez,
age 33, was appointed as Interim Chief Financial Officer, Secretary
and Treasurer of the Company, effective April 3, 2023.
Mrs. Martinez
is a Director of CFO Partnership Solutions at ONE10 Advisors, LLC,
("ONE10 Advisors") a strategic finance and accounting advisory firm
in Tampa, FL. Prior to joining ONE10 Advisors in January 2022, Mrs.
Martinez spent nine years at PricewaterhouseCoopers, LLP where she
served as a Manager in the National Quality Organization office
from March through December 2021, and in various assurance roles
from January 2013 through March 2021 where she primarily served
publicly traded companies. Mrs. Martinez is a Certified Public
Accountant in the State of Florida and holds a Master of Science in
Accounting from The University of Tampa and a Bachelor of Science
in Business Administration, Accounting from the University of
Central Florida.
Pursuant to an Engagement Agreement, dated as of March 13, 2023,
between ONE10 Advisors, LLC ("ONE10") and the Company (the
“Engagement Agreement”), ONE10 has agreed to provide financial
support services, including, without limitation, the services of
Mrs. Martinez to serve the Company on an interim basis, as the
Company’s Interim Chief Financial Officer and Principal Financial
and Accounting Officer.
The Engagement Agreement has an initial term of six months and a
six-month renewal term at the option of the parties.
The Engagement Agreement is terminable by either party upon 30 days
prior written notice.
As compensation for the services to be provided by ONE10, including
the services of Mrs. Martinez, the Company has agreed to pay ONE10
a monthly fee of $22,000.
Pursuant to an Interim Officer Agreement, dated as of March 20,
2023, by and between Mrs. Martinez and the Company (the “Interim
Officer Agreement”), the Company has agreed, among other things, to
indemnify Mrs. Martinez and ONE10, for any possible claim or
threatened, pending or completed proceeding, proceeding, whether
civil, criminal or investigative, resulting from Executive’s
involvement with the Company so long as such claims or potential
claims are not the result of fraudulent or reckless actions of the
Executive.
The Interim Officer Agreement also contains non-solicitation,
non-disparagement, confidentiality, and proprietary rights
provisions protecting the Company.
The foregoing descriptions of the Engagement Agreement and the
Interim Officer Agreement are qualified in their entirety by
reference to the Engagement Agreement and the Interim Officer
Agreement filed as Exhibits 10.1 and 10.2, respectively, to this
Current Report.
Other than as described in this Current Report, there are no other
arrangements or understandings between Mrs. Martinez and any other
persons pursuant to which she was appointed to the office described
above, no family relationship exists among any of the Company’s
directors or executive officers and Mrs. Martinez, and Mrs.
Martinez does not have any direct or indirect interest in any
transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
Item 9.01 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.
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Better Choice Company Inc. |
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By: |
/s/ Lionel F. Conacher |
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Name: |
Lionel F. Conacher |
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Title: |
Interim Chief Executive Officer |
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March 21, 2023 |
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Better Choice (AMEX:BTTR)
Graphique Historique de l'Action
De Mai 2023 à Juin 2023
Better Choice (AMEX:BTTR)
Graphique Historique de l'Action
De Juin 2022 à Juin 2023
