M&A - Better Choice Co Inc.

Form Type: 10-Q

Filing Date: 2025-05-15

Corporate Action: Merger

Type: Update

Accession Number: 000164117225011011

Filing Summary: On April 24, 2025, SRx Health Solutions, Inc. (formerly known as Better Choice Company, Inc.), completed a business combination with SRx Health, a Canadian corporation. This amalgamation involved BCC's subsidiary, 1000994476 Ontario Inc., merging with and into SRx Health, with the latter becoming the surviving entity. Post-merger, BCC adopted the name SRx Health Solutions, Inc. The document covers the financial performance for the quarter ending March 31, 2025, indicating net sales of $7,159,000, a gross profit of $2,383,000, and a net loss of $964,000 for the period. The balance sheet shows total assets of $15,288,000 and stockholders' equity of $7,964,000. The report details operating expenses and includes substantial discussions on risk factors impacting business operations and future performance expectations.

Form Type: 8-K

Filing Date: 2025-04-30

Corporate Action: Merger

Type: New

Accession Number: 000164117225007917

Filing Summary: On April 24, 2025, a merger was completed between SRx Health Solutions, Inc. and 1000994476 Ontario Inc. (AcquireCo), with SRx Health Solutions, Inc. becoming the surviving entity. The merger was structured as a reverse merger, where SRx Health acquired the business operations of AcquireCo and continued operations under a new name. Following the merger, Predecessor, Better Choice Company Inc., changed its name to SRx Health Solutions, Inc. The merger involved significant share exchanges, with SRx Health's stockholders receiving 8,898,069 shares of Company Common Stock and 19,701,935 Exchangeable Shares issued by AcquireCo. The ownership structure post-merger resulted in SRx Health's former stockholders holding approximately 84% of the combined voting power. The company currently operates as a specialty pharmacy and health service provider, managing a network of specialty pharmacies and health clinics across Canada. Following the merger, the corporate governance changed, with new directors appointed and existing directors confirmed in their roles. The financials of Predecessor will be replaced with those of SRx Health in future filings, and the merger was treated as a tax-free exchange.

Form Type: 8-K

Filing Date: 2025-04-17

Corporate Action: Acquisition

Type: Update

Accession Number: 000164117225005151

Filing Summary: On April 16, 2025, Better Choice Company Inc. entered into an Addendum to its previously announced Arrangement Agreement with SRx Health Solutions Inc. and its subsidiaries. This Addendum outlines the acquisition of SRx by Better Choice in an all-stock transaction under Canadian law. A total of 30,000,000 shares of Better Choice's common stock will be exchanged as part of this arrangement. The transaction has received unanimous approval from the boards of directors and the requisite stockholders of both companies, along with the approval from the Ontario Superior Court of Justice. Previous amendments to the Arrangement Agreement were noted, with significant dates being December 6, 2024, January 24, 2025, and February 25, 2025.

Form Type: 8-K

Filing Date: 2025-03-31

Corporate Action: Acquisition

Type: New

Accession Number: 000164117225001817

Filing Summary: On March 21, 2025, Better Choice Company Inc. held a Special Meeting of Stockholders to consider and vote on several key proposals. The meeting saw 71.71% of the company's common stock represented. The proposals included a Name Change Proposal wherein the company's legal name would change from 'Better Choice Company, Inc.' to 'SRX Health Solutions, Inc.' and the ticker symbol from 'BTTR' to 'SRXH', which received 1,359,116 votes in favor. The second proposal, related to the acquisition of SRx Health Solutions, Inc., involved the issuance of up to 30,000,000 shares, with 1,088,501 votes in favor. The Plan Proposal aimed to increase the number of securities subject to the 2019 Incentive Award Plan and garnered 1,026,385 votes in favor. The Adjournment Proposal, concerning the potential postponement of the meeting to gather more votes for the acquisition and plan proposals, received 1,073,679 supportive votes. These outcomes indicate a strong shareholder inclination towards both the name change and acquisition plans, reflecting an important transformational step for the company.

Form Type: DEFA14A

Filing Date: 2025-03-07

Corporate Action: Merger

Type: Update

Accession Number: 000149315225009580

Filing Summary: On March 7, 2025, Better Choice Company Inc. filed a definitive additional materials proxy statement supplementing the earlier proxy statement dated January 28, 2025, in connection with a special meeting of stockholders held on February 19, 2025, and adjourned to March 21, 2025. This supplement details the Arrangement transaction involving Better Choice and SRx, highlighting a binding letter of intent between Better Choice and Choice Specialty Pharmacy Group to acquire an option for their assets. The transaction will total $28 million, consisting of $10.5 million in stock and the rest in cash or a mix of both. The option must be exercised by October 15, 2025, and if not, a portion of the shares issued will return to Better Choice. Further, SRx will convert CAD$4 million in debt to 875,000 common shares as part of a debt conversion agreement. Conditions for the merger's consummation include approval from the NYSE for the Combined Company's listing.

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Merger

Type: Update

Accession Number: 000149315225007612

Filing Summary: On February 19, 2025, Better Choice Company convened a Special Meeting which was immediately adjourned to March 21, 2025, without conducting any business. The meeting was related to proposals in the definitive proxy statement filed on January 28, 2025, including approving an arrangement transaction with SRx Health Solutions, Inc. The adjournment allows SRx to pursue a shareholder vote and a required final order by the Ontario Superior Court of Justice. At the adjournment, proxies had been submitted representing approximately 71% of Better Choice's common stock, sufficient for a quorum. The record date for voting remains January 21, 2025, and previously submitted proxies will be valid for the adjourned meeting. The company plans to prepare and mail a supplement to the proxy statement to inform stockholders about updated materials and the transaction.

Form Type: 8-K

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225003924

Filing Summary: On January 24, 2025, Better Choice Company Inc. entered into Amendment No. 2 to its Arrangement Agreement with SRx Health Solutions Inc. and its subsidiaries. This Amendment changes the Outside Date from January 31, 2025, to February 28, 2025, and modifies the arrangement concerning the equity interests in a Spin-Out SPV. The Plan was amended to decrease SRx's equity value from $80 million to $77 million. The acquisition of SRx will occur via an all-stock transaction, forming Amalco as an indirect wholly-owned subsidiary. The transaction has been unanimously approved by both companies’ boards and is subject to customary closing conditions including shareholder and regulatory approvals. A special meeting to seek approval is scheduled for February 19, 2025, with a record date of January 21, 2025. Further details are expected in a definitive proxy statement.

Form Type: DEF 14A

Filing Date: 2025-01-28

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225003951

Filing Summary: Better Choice Company Inc. is putting forward several key proposals for a vote at the Special Meeting of Stockholders scheduled for February 19, 2025. The primary focus is the proposed acquisition of SRx Health Solutions Inc., which involves a change in Better Choice's name and ticker symbol along with an increase in the number of shares available under their incentive plan. Specifically, the acquisition entails Better Choice acquiring all shares of SRx in an all-stock transaction valued at approximately U.S. $77 million, assuming net debt of U.S. $43 million. The Better Choice Board has unanimously endorsed these proposals as being in the best interests of the company and its stockholders, encouraging stockholders to vote in favor of the name change, acquisition, increased incentive plan shares, and the potential adjournment of the meeting if required. This acquisition aims to combine Better Choice's established pet product market with SRx's Canadian healthcare services, enhancing both operational capabilities and growth potential in new markets.

Form Type: CORRESP

Filing Date: 2025-01-06

Corporate Action: Merger

Type: Update

Accession Number: 000149315225000984

Filing Summary: Better Choice Co Inc. filed a letter in response to comments from the SEC regarding their Preliminary Proxy Statement on Schedule 14A submitted on December 26, 2024. The company clarifies changes identifying their prior PRE 14A filing should have been tagged as PREM 14A due to a business combination involving shareholders of SRx Health Solutions, Inc. These shareholders are expected to own 87% of the combined entity, indicating a significant change of control. The letter includes the company's responses to the SEC's comments and confirms the filing of the Revised Proxy Statement accordingly.

Form Type: PREM14A

Filing Date: 2025-01-06

Corporate Action: Acquisition

Type: New

Accession Number: 000149315225000982

Filing Summary: Better Choice Company Inc. is holding a Special Meeting of Stockholders to discuss key proposals: changing the legal name to ‘SRX Health Solutions, Inc.’ and ticker symbol from ‘BTTR’ to ‘SRXH’; authorizing the issuance of up to 30,000,000 shares in a proposed arrangement to acquire SRx Health Solutions, Inc.; increasing the number of securities under the 2019 Incentive Award Plan; and approving an adjournment of the meeting if necessary for proxy solicitation. The proposals will not take effect without stockholder approval. The Arrangement seeks to combine Better Choice with SRx Health Solutions in an all-stock transaction, allowing Better Choice access to SRx's operations and facilitating potential growth and synergies across both businesses. The Arrangement Proposal must be approved for it to be consummated, and both Better Choice’s Board and legal advisors believe it is fair and in the best interests of shareholders. Additionally, a quorum at the meeting is necessary to conduct business, and votes can be cast both via proxy and electronically during the meeting.