Form 8-K - Current report

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): December 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 5.07

Submission of Matters to a Vote of Security Holders.

On December 18, 2024, Better Choice Company Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”) to consider and vote on three proposals, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 5, 2024. Of the 1,825,139 shares of the Company’s common stock outstanding as of the record date, 1,108,008 shares, or 60.70%, were present virtually or represented by proxy at the Annual Meeting. The final voting results for each of the matters submitted to a Company stockholder vote at the Annual Meeting are set forth below.

Each of the following persons was duly elected to serve as a director of the Company’s board of directors for a term expiring at the 2024 annual meeting of stockholders and until his or her successor shall have been elected and qualified or until earlier resignation, removal from office or death, with votes as follows:

	FOR		AGAINST		ABSTAIN		BROKER NON-VOTE
Lionel F. Conacher		775,232		2,484		6,538		323,754
Kent Cunningham		783,118		876		260		323,754
Gil Fronzaglia		754,451		29,543		260		323,754
John M. Word III		748,864		32,782		2,608		323,754
Michael Young		760,247		23,756		251		323,754

2.	The reaffirmation of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified, with votes as follows:

FOR		AGAINST				ABSTAIN
1,104,732			540				2,736

3.	The compensation of the Company’s named executive officers was approved, on an advisory (non-binding) basis, with votes as follows:

FOR		AGAINST				ABSTAIN				BROKER NON-VOTE
744,227			39,588				439				323,754

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

December 18, 2024

Cover	Dec. 18, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 18, 2024
Entity File Number	001-40477
Entity Registrant Name	Better Choice Co Inc.
Entity Central Index Key	0001471727
Entity Tax Identification Number	83-4284557
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	12400 Race Track Road
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33626
City Area Code	(212)
Local Phone Number	896-1254
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value share
Trading Symbol	BTTR
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false