Better For You Wellness, IncfalseOH0001852707
0001852707
2023-07-18
2023-07-18
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): July 18, 2023
Better For You Wellness, Inc. |
(Exact name of registrant as specified in its charter) |
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(state or other jurisdiction of incorporation) | | | | (IRS Employer Identification Number) |
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(address of principal executive offices) | | |
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(registrant’s telephone number, including area code) |
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(former name or former mailing 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 (see General Instruction A.2. below):
| 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:
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registered |
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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).
Indicate by
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).
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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“We”, “Us”, “The Issuer” and or “the Company” refer to Better For You Wellness, Inc., a Nevada Company.
Item 1.01. Entry into a Material Definitive Agreement.
Ian James Deferred Compensation Conversion
On July 18, 2023, the Company entered into a Deferred Compensation Conversion Agreement with Ian James (the “CEO Deferred Compensation Conversion Agreement”). During the Company’s 2023 fiscal year ended February 28, 2023, Chief Executive Officer Ian James deferred compensation in the amount of $186,096. Pursuant to the CEO Deferred Compensation Conversion Agreement and unanimous approval and authorization of the Company’s Board of Directors, the Company has issued 5,029,622 restricted common shares, par value $0.0001, at a conversion price of $0.037 per share as consideration for James’ cancelation and forgiveness of the $186,096 in deferred compensation.
Stephen Letourneau Deferred Compensation Conversion
On July 18, 2023, the Company entered into a Deferred Compensation Conversion Agreement with Stephen Letourneau (the “CBO Deferred Compensation Conversion Agreement”). During the Company’s 2023 fiscal year ended February 28, 2023, Chief Branding Officer Stephen Letourneau deferred compensation in the amount of $145,007. Pursuant to the CBO Deferred Compensation Conversion Agreement and unanimous approval and authorization of the Company’s Board of Directors, the Company has issued 3,919,109 restricted common shares, par value $0.0001, at a conversion price of $0.037 per share as consideration for Letourneau’s cancelation and forgiveness of the $145,007 in deferred compensation.
David Deming Loan Conversion
On July 18, 2023, the Company entered into a Loan Conversion Agreement with David Deming (the “Loan Conversion Agreement”). During the Company’s 2023 fiscal year ended February 28, 2023, Director David Deming provided a short term working capital loan to the Company in the amount of $195,000. Pursuant to the Loan Conversion Agreement and unanimous approval and authorization of the Company’s Board of Directors, the Company has issued 5,270,271 restricted common shares, par value $0.0001, at a conversion price of $0.037 per share as consideration for Deming’s cancelation and forgiveness of the $195,000 loan.
The foregoing description of the CEO Deferred Compensation Conversion Agreement, the CBO Deferred Compensation Conversion Agreement, and the Loan Conversion Agreement are qualified by reference to the full texts of the CEO Deferred Compensation Conversion Agreement, the CBO Deferred Compensation Conversion Agreement, and the Loan Conversion Agreement, the forms of which are filed herewith as Exhibits 10.1, 10.2, and 10.3 respectively, to this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information under Item 1.01 is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The information under Item 1.01 is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
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Exhibit 10.1
DEFERRED COMPENSATION CONVERSION AGREEMENT
THIS DEFERRED COMPENSATION CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2023 (the “Effective Date”), between Better For You Wellness, Inc., a Nevada corporation (the “Company”), and Ian James (the “Executive” and, together with the Company, the “Parties”).
RECITALS
A. During the 2023 Fiscal Year (i.e., March 1, 2022, through February 28, 2023), the Executive is the Chief Executive Officer of the Company and has accrued deferred compensation in such capacity in the amount of $186,096 (the “Deferred Compensation”).
B. The Company desires to reduce its debt load to improve its balance sheet, increase its shareholder's equity and enhance its ability to secure additional financing and to better position the Company for listing on a Major Exchange, and the Executive understands that it is in the Company’s best interests for the Company to cancel the Deferred Compensation in exchange for equity in the Company.
C. The Company desires to cancel the Deferred Compensation (the “Canceled Debt”) in exchange for 5,029,622 shares (the “Shares”) of the Company’s restricted Common Shares, par value $0.0001 per share. The number of Shares equals the Canceled Debt divided by the stated value per share of Common Stock of $0.037. For illustration purposes ($186,096 divided by $0.037 = 5,029,622 Common Shares).
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned do hereby agree as follows:
1. The Executive hereby agrees and acknowledges that, after the cancellation of the Deferred Compensation as set forth herein, such Deferred Compensation shall no longer be outstanding, and the Executive shall have no further rights to payment of the Deferred Compensation. In consideration for the cancellation of the Deferred Compensation and the Canceled Debt, the Company shall promptly issue to the Executive the Shares, but in no event more than two (2) business days after the date.
2. There is no restriction affecting the ability of the Executive to forego the Deferred Compensation and accept the Shares in lieu thereof. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the performance of this Agreement in compliance with its terms and conditions by the Executive will conflict with or result in any violation of any agreement, judgment, decree, order, statute or regulation applicable to the Executive, or any breach of any agreement to which the Executive is a party, or constitute a default thereunder, or result in the creation of any claim of any kind or nature on, or concerning the Executive or the Executive’s assets, including, without limitation, The Executive’s equity interests in the Company.
4. At the request of the Company and without further consideration, the Executive will execute and deliver such other instruments as may be reasonably requested to consummate the transaction contemplated herein effectively.
5. This Agreement is binding and constitutes the entire agreement between the Parties concerning the subject matter hereof.
6. This Agreement is binding upon and inures to the benefit of the successors and assigns of the Parties.
7. This Agreement shall be governed by and construed under the laws of the State of Nevada without regard to principles of conflicts of law.
9. This Agreement may be executed in identical counterparts. Each counterpart hereof shall be deemed an original instrument, but all counterparts taken together shall constitute a single document. Facsimiles, emailed PDFs, and electronic signatures shall be deemed originals.
10. The Parties hereto agree to use their reasonable best efforts to cooperate to discharge their respective obligations under this Agreement and to satisfy the intents and purposes of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
| COMPANY: |
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| Better For You Wellness, Inc. |
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| By: | /S/ David Deming |
| Name: | David Deming |
| Title: | Director and Audit Committee Chairman |
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| EXECUTIVE: |
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| Ian James |
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| /S/ Ian James |
| Chief Executive Officer |
Exhibit 10.2
DEFERRED COMPENSATION CONVERSION AGREEMENT
THIS DEFERRED COMPENSATION CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of July 18, 2023 (the “Effective Date”), between Better For You Wellness, Inc., a Nevada corporation (the “Company”), and Stephen Letourneau (the “Executive” and, together with the Company, the “Parties”).
RECITALS
A. During the 2023 Fiscal Year (i.e., March 1, 2022, through February 28, 2023), the Executive is the Chief Branding Officer of the Company and has accrued deferred compensation in such capacity in the amount of $145,007 (the “Deferred Compensation”).
B. The Company desires to reduce its debt load to improve its balance sheet, increase its shareholder's equity and enhance its ability to secure additional financing and to better position the Company for listing on a Major Exchange, and the Executive understands that it is in the Company’s best interests for the Company to cancel the Deferred Compensation in exchange for equity in the Company.
C. The Company desires to cancel the Deferred Compensation (the “Canceled Debt”) in exchange for 3,919,109 shares (the “Shares”) of the Company’s restricted Common Shares, par value $0.0001 per share. The number of Shares equals the Canceled Debt divided by the stated value per share of Common Stock of $0.037. For illustration purposes ($145,007 divided by $0.037 = 3,919,109 Common Shares).
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the undersigned do hereby agree as follows:
1. The Executive hereby agrees and acknowledges that, after the cancellation of the Deferred Compensation as set forth herein, such Deferred Compensation shall no longer be outstanding, and the Executive shall have no further rights to payment of the Deferred Compensation. In consideration for the cancellation of the Deferred Compensation and the Canceled Debt, the Company shall promptly issue to the Executive the Shares, but in no event more than two (2) business days after the date.
2. There is no restriction affecting the ability of the Executive to forego the Deferred Compensation and accept the Shares in lieu thereof. Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby, nor the performance of this Agreement in compliance with its terms and conditions by the Executive will conflict with or result in any violation of any agreement, judgment, decree, order, statute or regulation applicable to the Executive, or any breach of any agreement to which the Executive is a party, or constitute a default thereunder, or result in the creation of any claim of any kind or nature on, or concerning the Executive or the Executive’s assets, including, without limitation, The Executive’s equity interests in the Company.
4. At the request of the Company and without further consideration, the Executive will execute and deliver such other instruments as may be reasonably requested to consummate the transaction contemplated herein effectively.
5. This Agreement is binding and constitutes the entire agreement between the Parties concerning the subject matter hereof.
6. This Agreement is binding upon and inures to the benefit of the successors and assigns of the Parties.
7. This Agreement shall be governed by and construed under the laws of the State of Nevada without regard to principles of conflicts of law.
9. This Agreement may be executed in identical counterparts. Each counterpart hereof shall be deemed an original instrument, but all counterparts taken together shall constitute a single document. Facsimiles, emailed PDFs, and electronic signatures shall be deemed originals.
10. The Parties hereto agree to use their reasonable best efforts to cooperate to discharge their respective obligations under this Agreement and to satisfy the intents and purposes of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.
| COMPANY: |
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| Better For You Wellness, Inc. |
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| By: | /s/ Ian James |
| Name: | Ian James |
| Title: | Executive Chairman |
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| EXECUTIVE: |
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| Stephen Letourneau |
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| /s/ Stephen Letourneau |
| Chief Branding Officer |
Exhibit 10.3
LOAN CONVERSION AGREEMENT
This Loan Conversion Agreement (the “Agreement”) is entered into effective as of July 18, 2023, by and between David Deming (“Investor”) and Better For You Wellness Inc., a Nevada corporation (the “Company”), with reference to the following facts:
WHEREAS, Investor has loaned $195,000 to the Company as of the Company’s 2023 fiscal year ended February 28, 2023, of which the Company and Investor desire to convert $195,000 (the “Debt”) into shares of restricted Common Stock par value $0.0001, at a conversion price of $0.037 per share.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Investor and the Company agree as follows:
1. Conversion to Common Stock. Effective as of July 18, 2023, $195,000 of the Debt shall be converted into restricted shares of Common Stock at a price per share of $0.037 for an aggregate number of shares of 5,270,271. Upon execution of this Agreement, the Company shall instruct its transfer agent to issue a total of 5,270,271 shares of Common Stock to the Investor, and the Investor shall acknowledge the repayment of $195,000.
2. Investor Representations. The Company is issuing the Common Stock to Investor in reliance upon the following representations made by Investor:
(a) Investor acknowledges and agrees that the shares of Common Stock are characterized as “restricted securities” under the Securities Act of 1933 (as amended and together with the rules and regulations promulgated thereunder, the “Securities Act”) and that, under the Securities Act and applicable regulations thereunder, such securities may not be resold, pledged or otherwise transferred without registration under the Securities Act or an exemption therefrom. Investor acknowledges and agrees that (i) the shares of Common Stock are being offered in a transaction not involving any public offering in the United States within the meaning of the Securities Act, and the shares of Common Stock have not yet been registered under the Securities Act, and (ii) such shares of Common Stock may be offered, resold, pledged or otherwise transferred only in a transaction registered under the Securities Act, or meeting the requirements of Rule 144, or in accordance with another exemption from the registration requirements of the Securities Act (and based upon an opinion of counsel if the Company so requests) and in accordance with any applicable securities laws of any State of the United States or any other applicable jurisdiction.
(b) Investor acknowledges and agrees that (i) the registrar or transfer agent for the shares of Common Stock will not be required to accept for registration of transfer any shares except upon presentation of evidence satisfactory to the Company that the restrictions on transfer under the Securities Act have been complied with and (ii) any shares of Common Stock in the form of definitive physical certificates will bear a restrictive legend.
(c) Investor acknowledges and agrees that: (a) the shares of Common Stock have not been registered under the Securities Act, or under any state securities laws, and are being offered and sold in reliance upon federal and state exemptions for transactions not involving any public offering; (b) Investor is acquiring the shares of Common Stock solely for its own account for investment purposes, and not with a view to the distribution thereof in a transaction that would violate the Securities Act or the securities laws of any State of the United States or any other applicable jurisdiction; (c) Investor is a sophisticated purchaser with such knowledge and experience in business and financial matters that it is capable of evaluating the merits and risks of purchasing the shares of Common Stock; (d) Investor has had the opportunity to obtain from the Company such information as desired in order to evaluate the merits and the risks inherent in holding the shares of Common Stock; (e) Investor is able to bear the economic risk and lack of liquidity inherent in holding the shares of Common Stock; (f) Investor is an “accredited investor” within the meaning of Rule 501(a) under the Securities Act; and (g) and (g) Investor either has a pre-existing personal or business relationship with the Company or its officers, directors or controlling persons, or by reason of Investor’s business or financial experience, or the business or financial experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly, have the capacity to protect their own interests in connection with the purchase of the Common Stock.
(d) Investor’s investment in the Company pursuant to this Common Stock is consistent, in both nature and amount, with Investor’s overall investment program and financial condition.
(e) Investor’s principal residence is in the State of Florida.
3. Miscellaneous.
(a) This Agreement shall be construed and enforced in accordance with the laws of the State of Nevada.
(b) This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written negotiations and agreements between the parties with respect to the subject matter hereof. No modification, variation or amendment of this Agreement (including any exhibit hereto) shall be effective unless made in writing and signed by both parties.
(c) Each party to this Agreement hereby represents and warrants to the other party that it has had an opportunity to seek the advice of its own independent legal counsel with respect to the provisions of this Agreement and that its decision to execute this Agreement is not based on any reliance upon the advice of any other party or its legal counsel. Each party represents and warrants to the other party that in executing this Agreement such party has completely read this Agreement and that such party understands the terms of this Agreement and its significance. This Agreement shall be construed neutrally, without regard to the party responsible for its preparation.
(d) Each party to this Agreement hereby represents and warrants to the other party that (i) the execution, performance and delivery of this Agreement has been authorized by all necessary action by such party; (ii) the representative executing this Agreement on behalf of such party has been granted all necessary power and authority to act on behalf of such party with respect to the execution, performance and delivery of this Agreement; and (iii) the representative executing this Agreement on behalf of such party is of legal age and capacity to enter into agreements which are fully binding and enforceable against such party.
(e) This Agreement may be executed in any number of counterparts and may be delivered by facsimile transmission, all of which taken together shall constitute a single instrument.
This Agreement is entered into and effective as of the date first written above.
COMPANY: | | INVESTOR: | |
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/s/ Ian James | | /s/ David Deming | |
Ian James, CEO | | David Deming | |
Exhibit 99.1
Better For You Wellness, Inc. Announces Substantial
Debt Elimination to Strengthen its Balance Sheet
Columbus, Ohio - July 19, 2023 - Better For You Wellness, Inc. (OTCQB: BFYW) (the “Company”) a leading Ohio plant-based and science-focused wellness company operating in the rapidly-growing $1.5 trillion wellness industry, is pleased to announce the reduction of $526,103 of debt, representing over 30.55% of the Company's total liabilities as of the Company's 2023 fiscal year ended February 28, 2023 (the “Debt Reduction”). The Debt Reduction was facilitated via the issuance of 14,219,002 restricted common shares at $0.037 per share, representing a conversion price that is a significant premium to the last traded price per share.
The Company’s Board of Directors unanimously authorized the Debt Reduction, demonstrating their confidence that its common shares are currently undervalued.
During the Company’s 2023 Fiscal Year, Independent Board Member and Audit Committee Chair David Deming extended a short-term loan of $195,000 to the Company. Additionally, Chairman and CEO Ian James and Chief Branding Officer Stephen Letourneau accumulated deferred compensation of $186,096, and $145,007, respectively. Deming, James, and Letourneau converted the entirety of their loan and deferred compensation amounts. These conversions resulted in the elimination of $526,103 in liabilities from the Company's balance sheet.
The Debt Reduction strengthens the Company’s balance sheet and allows the Company to focus on growth initiatives, including its skincare production, marketing, and implementation of operational efficiencies while preparing for highly anticipated upcoming acquisitions.
"Retiring debt and investing in the growth of our brands is pivotal for enhancing shareholder value. The decision to convert a substantial portion of the Company’s debt into restricted Common Shares at approximately 300% of the current per-share price showcases our leadership’s commitment to the Company and its shareholders. We believe this benefits the Company tremendously, enhances shareholder value, and sends a powerful message to the market as we grow our wellness portfolio."
Furthermore, the Company anticipates the closing of its previously announced acquisition of The Ideation Lab, which includes incubated wellness brands such as its functional beverage line, Stephen James Curated Coffee Collection, which recently announced the beginning of sales in select Kroger Co. (NYSE: KR) stores.
About Better For You Wellness:
Better For You Wellness, Inc. (OTC: BFYW) is an Ohio headquartered plant-based and science-focused wellness company dedicated to providing high-quality, innovative products that enhance well-being and promote a balanced lifestyle. Better For You Wellness is leading the way in the wellness industry with a solid commitment to clean beauty and natural ingredients. Learn more at https://BFYW.com.
Forward-Looking Statements
This press release may contain forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could," "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" and the negative of these terms or other comparable terminology. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results may vary, sometimes materially, from any estimates, predictions, projections, assumptions, or other future performance suggested in this press release. Except as required by applicable law, we do not intend to update any forward-looking statements to conform these statements to actual results. Investors should refer to the risks disclosed in the Company's reports filed with SEC (https://www.sec.gov/).
Contact:
Better For You Wellness, Inc.
Ian James, CEO
investors@bfyw.com