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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
Date
of Report (Date of earliest event reported): October 18, 2024
Better
Choice Company, Inc.
(Exact
name of Registrant as Specified in its Charter)
Delaware |
|
001-40477 |
|
83-4284557 |
(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)
(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 Act (17 CFR 230.425) |
|
|
☒ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
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:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
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. ☐
Item
7.01. Regulation FD Disclosure
On
October 18, 2024, the Company issued a press release updating its stockholders regarding the progress on its previously announced acquisition
of SRx Health Solutions Inc. A copy of the press release is attached as Exhibit 99.1 to this current report on Form 8-K and is incorporated
herein by reference.
The
information in Item 7.01 of this Current Report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities
and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall
such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking
Statements
This
current report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be covered by the “safe harbor” created by
those sections. All statements in this current report that are not based on historical fact are “forward looking statements.”
These statements may be identified by words such as “estimates,” “anticipates,” “projects,” “plans,”
“strategy,” “goal,” or “planned,” “seeks,” “may,” “might”, “will,”
“expects,” “intends,” “believes,” “should,” and similar expressions, or the negative
versions thereof, and which also may be identified by their context. All statements that address operating performance or events or developments
the Company expects or anticipates will occur in the future, such as stated objectives or goals, refinement of strategy, attempts to
secure additional financing, exploring possible business alternatives, or that are not otherwise historical facts, are forward-looking
statements. While management has based any forward-looking statements included in this current report on its current expectations, the
information on which such expectations were based may change. Forward-looking statements involve inherent risks and uncertainties which
could cause actual results to differ materially from those in the forward-looking statements as a result of various factors, including
risks associated with the Company’s ability to obtain additional capital in the future, the proposed transaction with SRx, general
economic factors, competition in the industry and other factors that could cause actual results to be materially different from those
described herein as anticipated, believed, estimated or expected. Additional risks and uncertainties are described in or implied by the
Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations sections of the Company’s
2023 Annual Report on Form 10-K, filed on April 12, 2024 and other reports filed from time to time with the Securities and Exchange Commission
(“SEC”). The Company urges you to consider those risks and uncertainties in evaluating its forward-looking statements. Readers
are cautioned to not place undue reliance upon any such forward-looking statements, which speak only as of the date made. Except as otherwise
required by the federal securities laws, the Company disclaims any obligation or undertaking to publicly release any updates or revisions
to any forward-looking statement contained herein (or elsewhere) to reflect any change in its expectations with regard thereto, or any
change in events, conditions, or circumstances on which any such statement is based.
Additional
Information and Where to Find It
The
Company will prepare a proxy statement for the Company’s stockholders to be filed with the SEC. The proxy statement will be mailed
to the Company’s stockholders. The Company urges investors, stockholders and other interested persons to read, when available,
the proxy statement, as well as other documents filed with the SEC, because these documents will contain important information about
the proposed transaction. Such persons can also read the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2023, for a description of the security holdings of its officers and directors and their respective interests as security holders
in the consummation of the transactions described herein. The Company’s definitive proxy statement will be mailed to stockholders
of the Company as of a record date to be established for voting on the transactions described in this report. The Company’s stockholders
will also be able to obtain a copy of such documents, without charge, by directing a request to: Carolina Martinez, Chief Financial Officer
of Better Choice Company, Inc., 12400 Race Track Road, Tampa, FL 33626; e-mail: nmartinez@bttrco.com. These documents, once available,
can also be obtained, without charge, at the SEC’s web site (www.sec.gov).
Participants
in Solicitation
The
Company and its respective directors, executive officers and other members of their management and employees, under SEC rules, may be
deemed to be participants in the solicitation of proxies of the Company’s stockholders in connection with the proposed transaction.
Investors and security holders may obtain more detailed information regarding the names, affiliations and interests of the Company’s
directors in its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on April 12, 2024.
Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to the Company’s
stockholders in connection with the proposed transaction will be set forth in the proxy statement for the proposed business combination
when available. Information concerning the interests of the Company’s participants in the solicitation, which may, in some cases,
be different than those of the Company’s equity holders generally, will be set forth in the proxy statement relating to the proposed
business combination when it becomes available.
Item
9.01 Financial Statements and 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.
|
Better Choice Company Inc. |
|
|
|
|
By: |
/s/ Carolina Martinez |
|
Name: |
Carolina Martinez |
|
Title: |
Chief Financial Officer |
|
|
|
October 18, 2024 |
|
|
Exhibit 99.1
Better
Choice Company Chairman Issues Letter to Shareholders as Company Continues to Make Progress Towards the Closing of its SRx Health Acquisition
Combined
company will emerge as a leading global health and wellness company by providing better products and solutions for pets, people, and
families
Combined
2025 revenue and EBITDA expected to be approximately +$270 million, and +$10 million, respectively1
Better
Choice net tangible book value is $4.07 per share2 and net current asset value per share is $3.943
Transaction
is expected to close in late Q4 2024 or early Q1 2025
TAMPA,
FL, October 18, 2024 (GLOBE NEWSWIRE) -- Better Choice Company (NYSE: BTTR) (“Better Choice” or “the Company”),
a pet health and wellness company, Chairman, Michael Young, today is issuing a letter to shareholders as the Company continues to make
progress towards the closing of its acquisition of SRx Health Solutions Inc. (‘SRx Health’), a leading provider of innovative
healthcare solutions, in an all-stock transaction for approximately $125 million.
Shareholders
are encouraged to listen to the fireside chat hosted on October 15, 2024 at 4:30 p.m. ET by the management teams of Better Choice and
SRx Health, which can be accessed by visiting https://ir.betterchoicecompany.com/.
Better
Choice Shareholders,
We
believe that our transformational acquisition of SRx Health will position Better Choice as a leading global health and wellness company,
providing better products and solutions for pets, people, and families. The combination of the two companies is expected to generate
significant cash flow, yield operational efficiencies, and cost savings, while providing large growth opportunities that will drive sustainable
organic growth for each respective business. We expect the transaction to close in late Q4 of this year or early Q1 of 2025.
To
date, each business has generated steady sales growth and cash flow.
Better
Choice has established its premium pet food brand Halo through our omni-channel distribution model. Gross sales of the brand totaled
approximately USD$49 million in 2023, approximately half of which was e-commerce and 28% was international, driven by growth in China.
For the second quarter of 2024, Better Choice generated close to break-even adjusted EBITDA of less than $(0.03) million4,
which reflects our success in stabilizing the business and resetting it to profitable growth.
SRx
Health generated approximately CAD$180 million in revenue and generated positive adjusted EBITDA in 20235. Today, SRx operates
one of the largest specialty pharmacy networks in Canada with 36 specialty pharmacy locations, 40 specialty health/infusion clinics,
4 clinical trial sites, and 2 wholesale distribution facilities. As one of only a few specialty pharma operators with a network that
extends across Canada, SRx Health is one of the most comprehensive providers of specialty healthcare in the country.
| (1) | The
pro forma financial information presented in this press release is based on management’s
assumptions and is not audited. Key assumptions include organic growth of 30%+, new pharma
collaborations and patient support program wins, and operating leverage unlock. These pro
forma figures are based on the company’s historical financial statements as of December 31,
2023, and should be read in conjunction with the company’s audited financial statements. |
| (2) | Net
tangible book value per share as of 6/30/24 is determined by dividing our total tangible
assets, less total liabilities, by 2.7 million shares outstanding immediately after the Offering
assuming exercise of all 1,028,000 pre-funded warrants sold (the “Pre-Funded Warrants”),
on a pro-forma and as adjusted basis giving effect to the above referenced items. |
| (3) | Net
current asset value per share as of 6/30/24 is determined by dividing total current assets,
less total current liabilities, by 2.7 million shares outstanding immediately after the Offering
assuming exercise of all the Pre-Funded Warrants, on a pro-forma and as adjusted basis giving
effect to the above referenced items. |
| (4) | Adjusted
EBITDA is a non-GAAP measure. Reconciliation of Adjusted EBITDA to net income (loss), the
most directly comparable GAAP financial measure, is set forth in a reconciliation table accompanying
the Company’s second quarter 2024 earnings release published August 12, 2024. |
| (5) | Results
of SRx Health consolidated financial statements for the year ended September 30, 2023, prepared
in accordance with IFRS. Pro Forma Adjusted EBITDA is a non-GAAP measure. Reconciliation
of Pro Forma Adjusted EBITDA to net loss, the most directly comparable GAAP financial measure,
is set forth in a reconciliation table accompanying the Company’s press release published
September 3, 2024. Management is still analyzing the financial statement impact upon conversion
from IFRS to GAAP. |
The
combined companies for the trailing twelve months have generated USD$235 million in revenue, increasing approximately 25% quarter-over-quarter.
From
an operational perspective, we expect to achieve immediate cost savings estimated to be approximately USD$1.7 million annually, with
potential for further upside as we continue to integrate the two companies. There are also new verticals and geographic expansion opportunities
as a combined entity versus stand alone. As an example, our plan is to expand into veterinary medicine in 2025 with our new
initiative Better Pet Rx. By leveraging the expertise of SRx Health’s management team,
with their pre-existing relationships in pharma, and their robust infrastructure, Better Choice can complement the Halo portfolio of
premium and super-premium pet food products by expanding into this new, large and growing market to support Halo’s momentum forward.
Additionally, there are new markets that each respective business has not yet explored, including the United States in the case of SRx
Health, and European Union and Asia-Pacific regions in the case of both Better Choice and SRx Health, which regions represent new and
untapped large total addressable markets.
On
a pro forma basis, we project 2025 combined revenue and EBITDA to be over USD$270 million and over USD$10 million, respectively1.
Pro
forma fully diluted shares outstanding including shares to be issued to SRx Health is 22,911,334 shares, with insiders owning approximately
75% of the outstanding shares. From a valuation perspective, net tangible book value is $4.072 per share and net current asset
value per share is $3.943, both well below the current price of our equity.
As
we near the closing of the transaction in the coming months we will ask the Better Choice and SRx Health shareholders to vote.
We
sincerely appreciate your unwavering support and trust as we strive to build a global health and wellness brand by 2025, paving the way
for a promising future together.
Thank
you,
Michael
Young
Chairman
of Better Choice Company
About
Better 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.
About SRX Health
SRx operates as a Canadian
healthcare service provider specializing in the Specialty Pharmacy segment of the pharmaceutical industry. Distinguishing itself as a
National Specialty Pharmacy provider, SRx concentrates on overseeing a patient’s healthcare journey, spanning from acute pharmaceutical
needs to chronic and rare disease management. This unique focus positions SRx to deliver a more holistic and integrated solution, catering
to the requirements of both patients and key healthcare stakeholders. Our all-encompassing end-to-end offerings include wholesale/distribution
facilities, patient support programs, infusion clinics, retail pharmacies, co-designed clinical programs, clinical trials, and diagnostic
services.
Our
strategic growth plan is forward-thinking and revolves around fostering increased collaboration with pharmaceutical manufacturers and
prescribers. With a specific emphasis on the expanding market of chronic and rare diseases, we target specialty drugs associated with
closed and limited distribution networks. The objective is to broaden their distribution and improve accessibility. Our overarching goal
is to elevate our current presence from 34 to 100 specialty pharmacy locations across mid-sized population centers throughout Canada,
thereby enhancing the scope of healthcare services and establishing new industry benchmarks. In the subsequent phase of SRx’s evolution,
we aim to extend our reach beyond the borders of Canada. Leveraging our comprehensive approach, we aspire to simplify healthcare on a
global scale. For more information on SRx, please visit https://www.srxhealth.ca.
Forward
Looking Statements
This
press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The words
“believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,”
“should,” “plan,” “could,” “target,” “potential,” “is likely,”
“will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements.
The Company has based these forward-looking statements largely on our current expectations and projections about future events and financial
trends that we believe may affect our financial condition, results of operations, business strategy and financial needs. Some or all
of the results anticipated by these forward-looking statements may not be achieved. Further information on the Company’s risk factors
is contained in our filings with the SEC. Any forward-looking statement made by us herein speaks only as of the date on which it is made.
Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict
all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by law.
Company
Contact:
Better
Choice Company, Inc.
Kent Cunningham, CEO
Investor
Contact:
KCSA
Strategic Communications
Valter Pinto, Managing Director
T: 212-896-1254
Valter@KCSA.com
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Better Choice (AMEX:BTTR)
Graphique Historique de l'Action
De Nov 2024 à Déc 2024
Better Choice (AMEX:BTTR)
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De Déc 2023 à Déc 2024