Better For You Wellness, Inc
falseOH0001852707 0001852707 2024-01-23 2024-01-23
 

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): January 23, 2024
 
Better For You Wellness, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
000-56262
 
87-2903933
(state or other jurisdiction of

incorporation)
 
(Commission File Number)
 
(IRS Employer Identification

Number)
 
1349 East Broad Street
Columbus,
OH
 
43205
(address of principal executive offices)
 
(zip code)
 
+1 (614) 368-9898
(registrant’s telephone number, including area code)
 
Not Applicable
(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:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which

registered
None
None
None
 
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.
Regulatory FD Disclosure.
 
On January 23, 2024, Better For You Wellness, Inc., a Nevada corporation (the “
Company
”), issued a shareholder letter which provides an update to shareholders. A copy of the shareholder letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “
SEC
”), the information in this Item 7.01 disclosure, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the SEC.
 
The shareholder letter may contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended February 28, 2023, and subsequent reports filed by the Company with the SEC. For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the registrant by filing reports with the SEC, through the issuance of press releases or by other methods of public disclosure.
 
Item 9.01
Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit No.
 
Description
104
 
Cover Page Interactive Data File (formatted in Inline XBRL)
 
 

SIGNATURES
 
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.
 
 
Better For You Wellness, Inc.
 
 
Dated: January 23, 2024
/s/ Ian James
 
Ian James, Chief Executive Officer
 

Exhibit 99.1

 

Subject: Progress Update and Strategic Outlook - A Letter to Shareholders

 

Dear Valued Shareholders,

 

I trust this letter finds you in good health and spirits. As we journey into the new year, I am pleased to share the latest developments and strategic initiatives that Better For You Wellness (OTC: BFYW) is undertaking to ensure sustained growth and prosperity.

 

The Holidays and New Year have come and gone, and BFYW remains committed to building a robust business that is both profitable and self-sufficient. The Board of Directors, Stephen Letourneau, and I are dedicated to maximizing shareholder value and positioning BFYW as a leader in the wellness market, offering functional beverages, skincare, personal care, and other products and services.

 

In our recent 10-Q filing, you will observe a clear trajectory set by our Premium Coffee line, Stephen James Curated Coffee Collection (SJCCC), which has become our North Star, guiding us towards achieving maximum financial benefits quickly. We firmly believe that SJCCC has the potential to drive substantial growth across the entire BFYW portfolio in the shortest possible time, contributing to the holistic growth and prosperity of the Company.

 

Allow me to highlight three key points that deserve your attention:

 

1.

Forecast: Our collaboration with Kroger on the distribution of SJCCC presented us with a crucial decision point. Instead of opting for widespread distribution across numerous states, we chose a strategic approach by selling in 35 select Ohio Kroger stores. This decision allowed us to understand the Kroger system, grow sales through targeted advertising, and collaborate effectively. SJCCC is now one of these Ohio Kroger stores' top-selling Premium Coffee lines. With the proper funding, we project significant growth, expanding to 250 stores in 2024 and roughly doubling doors served year-over-year for the next four years.

 

While obtaining shelf placement is challenging, sustaining it is the real challenge. Doing so involves skillfully leveraging our coffee brand, meticulously planning product expansions over the years, and implementing a comprehensive 360° marketing strategy that keeps our brand prominently in front of consumers.

 

 

It's crucial to note that establishing and maintaining retail relationships goes beyond merely promoting our brand; it necessitates a nuanced approach involving solid connections and partnerships. This multifaceted strategy, product expansion, and robust marketing demands access to $3.5M in Growth Capital. Without it, our ability to achieve swift and extensive growth is constrained. We are committed to employing a proven model that facilitates entry into more stores and ensures we connect with new consumers, drive sales expansion, and act as responsible stewards of your BFYW.

 

2.

Authorized Shares and Performance: I am delighted to announce that BFYW's Authorized Shares increase became effective on January 17. This increase is pivotal in supporting our growth plans, particularly the $3.5M Debt Capital Raise. While we acknowledge historical stock challenges, we are focused on attracting long-term shareholders who share our vision for sustained growth. The recent de-listing from OTCQB is a temporary setback, but we are committed to enhancing shareholder value by strengthening our foundational business operations.

We believe we can organically increase the share price through vital foundational business operations, such as increased sales of our products, as outlined herein. But we are also aware that a depressed share price could require that we pay a premium for Debt Capital. With that in mind, we are committed to working with lenders/capital investors to structure a mutually beneficial deal. In the meantime, Stephen Letourneau and I will purchase stock on the open market personally and, when necessary, convert debt to shares, as we have done so well above the market price to minimize dilution.

3.

Our Filings: We filed our 10-Q after much discussion about the goodwill adjustment for Mango Moi, our masstige skincare line. We continue to be bullish about the brand and have been speaking with several small manufacturers, having reformulated and repackaged the brand for commercial scale. We plan to add a body and hair wash and leverage our retail network to obtain shelf placement and get into subscription box deals. We are committed to growing Mango Moi, but as outlined above, we feel the best opportunity for growth and profitability - in the short term - will come from our crown jewel, SJCCC. 

 

 

We have already begun work on the 10-K filing, with a deadline of the end of May, to provide consolidated financials of The Ideation Lab, The Jordre Well, and SJCCC.

 

Lastly, we plan to extend the $5M Standby Equity Commitment Agreement (SECA) and file an associated S-1 Registration Statement to underline our commitment to strategic funding options that align with successful premium coffee brands.

 

In our pursuit of growth, we are preparing to raise $3.5M in debt capital, supported by Commitment Shares and Shares in Reserve. We aim to utilize the proceeds from growing sales to fully service the Note, ensuring minimal dilution for shareholders as the Company achieves financial stability.

 

I know this letter encompasses a wealth of information, but I believe in transparency and providing you with a comprehensive understanding of our strategic plans. I am confident that 2024 and 2025 will be transformative years for BFYW, and I invite shareholders who share our vision to join us on this exciting journey.

 

Thank you for your continued trust and support.

 

Best Regards,

 

Ian James
Chairman and CEO
Better For You Wellness, Inc.