SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 24, 2022
Better Choice Company Inc.
(Exact name of Registrant as Specified in its Charter)
|(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
(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
|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 1.01 Entry into a Material Definitive Agreement
On October 24, 2022, Halo, Purely for Pets, Inc. (“Halo”), a wholly owned subsidiary of Better Choice Company Inc., a Delaware corporation (the “Company”), entered into a third amendment (the “Wintrust Amendment”) to its long-term credit facility with Old Plank Trail Community Bank, N.A., a Wintrust community bank (“Lender”) to increase the revolving line of credit from $7.5 million to $13.5 million. In addition, the Wintrust Amendment sets the interest rate on the credit facility to the U.S. Federal Fund Rate plus 3.75% (subject to a floor of 3.75%) and extends the maturity date of the credit facility from January 6, 2024 to October 31, 2024. The Wintrust Amendment also sets the amount of Halo's obligation to pledge a deposit account with Lender to a fixed amount of $6.3 million.
As part of the Wintrust Amendment, Halo used a portion of the increased revolving credit facility to repay and retire the outstanding term loan portion of the credit facility.
The foregoing description of the Wintrust Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Wintrust Amendment, the Revolving Note and the First Amendment to the Deposit Account Pledge Agreement attached to this Form 8-K as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of the Registrant
The disclosure in item 1.01 and Exhibits 10.1, 10.2 and 10.3 of this Form 8-K are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
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/ Sharla A. Cook|
|Name:||Sharla A. Cook|
|Title:||Chief Financial Officer|
|October 25, 2022|
Better Choice Announces Extension and Upsize of Current Revolving Credit Facility to $13.5M,
Eliminating All Quarterly Amortization Payments and Extending Maturity to October 2024
NEW YORK, NY, October 25, 2022 -- Better Choice Company Inc. (NYSE American: BTTR) (the “Company” or “Better Choice”), a pet health and wellness company, today announced that it has successfully extended and upsized the Company’s existing credit facility to $13.5M with Wintrust Financial Corporation (“Wintrust”), a leading commercial bank headquartered in Chicago, Illinois.
Under the terms of the amended and restated credit agreement, Better Choice will simultaneously refinance its existing Term Loan A, which currently totals $4.7M, using proceeds from its increased revolving credit facility. In addition, this amendment materially reduces cash covenants and eliminates all existing quarterly amortization payments, resulting in a significant increase in liquidity. The interest rate under the Revolving Credit Facility is US Fed Funds Rate plus 3.75%.
The amendment provides for the following:
•Increases total borrowing capacity from $12.2M to $13.5M
•Extends the maturity date of the revolving credit facility from January 2024 to October 2024
•Refinances the Term Loan A, eliminating $4.7M of quarterly amortization and principal repayments through January 2024
•Reduces required liquidity covenant from $13.0M to $8.5M at close
•Reduces restricted cash from $6.9M to $6.3M at close
•Interest rate of US Fed Funds Rate plus 3.75%
Lionel Conacher, Interim Chief Executive Officer, commented, “This amendment significantly increases our total liquidity through a combination of increased borrowing capacity and the elimination of scheduled repayments. We are excited to expand our partnership with Wintrust as we continue to execute on our transformation and growth strategy going forward.”
About Better Choice Company Inc.
Better Choice Company Inc. is a rapidly growing pet health and wellness company focused on providing pet products and services that help dogs and cats live healthier, happier and longer lives. We offer a broad portfolio of pet health and wellness products for dogs and cats sold under our Halo brand across multiple forms, including foods, treats, toppers, dental products, chews, and supplements. We have a demonstrated, multi-decade track record of success and are well positioned to benefit from the mainstream trends of growing pet humanization and consumer focus on health and wellness. Our products consist of kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegan dog food and treats, oral care products and supplements. Halo’s core products are made with high-quality, thoughtfully sourced ingredients for natural, science-based nutrition. Each innovative recipe is formulated with leading veterinary and nutrition experts to deliver optimal health. For more information, please visit https://www.betterchoicecompany.com.
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.
KCSA Strategic Communications
Valter Pinto, Managing Director