falseOH0001852707 0001852707 2024-02-28 2024-02-28
 
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): February 28, 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
x
 
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.
 
Ian James Deferred Compensation Conversion
 
On February 28, 2024, the Company entered into a Deferred Compensation Conversion Agreement with Ian James (the “CEO Deferred Compensation Conversion Agreement”). During the Company’s 2024 fiscal year ended February 28, 2024, Chief Executive Officer Ian James deferred compensation in the amount of $199,196.08. Pursuant to the CEO Deferred Compensation Conversion Agreement and unanimous approval and authorization of the Company’s Board of Directors, the Company has issued
49,799,020
restricted common shares, par value $0.0001, at a conversion price of $0.004 per share as consideration for James’ cancelation and forgiveness of the $199,196.08  in deferred compensation.
 
Stephen Letourneau Deferred Compensation Conversion
 
On February 28, 2024, the Company entered into a Deferred Compensation Conversion Agreement with Stephen Letourneau (the “CBO Deferred Compensation Conversion Agreement”). During the Company’s 2024 fiscal year ended February 28, 2024, Chief Branding Officer Stephen Letourneau deferred compensation in the amount of $152,786.97. Pursuant to the CBO Deferred Compensation Conversion Agreement and unanimous approval and authorization of the Company’s Board of Directors, the Company has issued
38,196,743
restricted common shares, par value $0.0001, at a conversion price of $0.004 per share as consideration for Letourneau’s cancelation and forgiveness of the $152,786.97 in deferred compensation.
 
The foregoing description of the CEO Deferred Compensation Conversion Agreement and the CBO Deferred Compensation Conversion Agreement are qualified by reference to the full texts of the CEO Deferred Compensation Conversion Agreement, the CBO Deferred Compensation Conversion Agreement, the forms of which are filed herewith as Exhibits 10.1, and 10.2 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.
(d) Exhibits
 
NUMBER
 
EXHIBIT
 
 
 
 
 
2
 
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: March 5, 2024
/
s/ Ian James
 
Ian James
 
Chief Executive Officer
 
3
 


Exhibit 10.1

 

DEFERRED COMPENSATION CONVERSION AGREEMENT

 

THIS DEFERRED COMPENSATION CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2024 (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 2024 Fiscal Year (i.e., March 1, 2023, through February 28, 2024), the Executive is the Chief Executive Officer of the Company and has accrued deferred compensation in such capacity in the amount of $199,196.08 (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. 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 49,799,020 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 $0.004. For illustration purposes ($199,196.08 divided by $0.004 = 49,799,020 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:

 

 

 

 

Better For You Wellness, Inc.

 

 

 

 

By:

/s/ David Deming

 

Name: 

David Deming

 

Title:

Director and Audit Committee Chairman

 

 

 

 

EXECUTIVE:

 

 

 

 

Ian James

 

 

 

 

/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 February 28, 2024 (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 2024 Fiscal Year (i.e., March 1, 2023, through February 28, 2024), the Executive is the Chief Executive Officer of the Company and has accrued deferred compensation in such capacity in the amount of $152,786.97 (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. 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 38,196,743 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 $0.004. For illustration purposes ($152,786.97 divided by $0.004 = 38,196,743 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:

 

 

 

 

Better For You Wellness, Inc.

 

 

 

 

By:

/s/ Ian James

 

Name: 

Ian James

 

Title:

Executive Chairman

 

 

 

 

EXECUTIVE:

 

 

 

 

Stephen Letourneau

 

 

 

 

/s/ Stephen Letourneau

 

Chief Branding Officer

 

 

 

Exhibit 99.1


BFYW Announces Conversion of Nearly $352,000 of Outstanding Debt into Common Equity


Chairman of the Board and Chief Branding Officer exchange Deferred Compensation, Reinforcing Confidence in the Company's Future Direction

 

Better For You Wellness, Inc. (OTCM: BFYW) (the "Company"), a pioneering Ohio-based plant-based and science-focused wellness company in the flourishing $1.5 trillion wellness industry, proudly declares the successful conversion of nearly $352,000 of outstanding debt into common equity.

 

This strategic move represents a reduction of more than 13% of the Company's total liabilities as of the fiscal year ending February 28, 2024, marking a crucial milestone in the Company's financial roadmap.

 

The Debt Reduction initiative, sanctioned unanimously by the Board of Directors as part of the BFYW Growth Initiative, involved issuing 87,995,763 restricted common shares above market price at $0.004 per share. This conversion was executed at a premium to the last traded price per share, showcasing BFYW's commitment to fortifying its financial foundation.

 

During the fiscal year 2024, Chairman and CEO Ian James, alongside Chief Branding Officer Stephen Letourneau, demonstrated unwavering confidence in the Company's future by personally funding much of the operation and ensuring funds went into the Company for brand development and deferring compensation of $199,196.08 and $152,786.97, respectively. In a bold move, both leaders converted all their deferred compensation amounts into equity, eliminating $351,983.05 in liabilities from BFYW's balance sheet.

 

This significant Debt Reduction bolsters the Company's financial position and positions BFYW to focus resolutely on its Growth Initiative, particularly emphasizing expanding its flagship product, the Stephen James Curated Coffee Collection.

 

Ian James, Chairman and CEO, expressed, "The conversion underscores Stephen's and my unwavering belief in BFYW's potential and strategic direction. We are confident that this move will enhance BFYW's financial structure and send a powerful signal to investors and stakeholders about the promising future the Company has with BFYW's Growth Initiative and the expansion of the Stephen James Curated Coffee Collection in Kroger and other grocers. We look forward to the exciting journey ahead as we embark on this new chapter of expansion and success."

 

BFYW undertook a comprehensive competitive market analysis, meticulously examining ten key publicly traded coffee companies, which provided valuable insights into their TTM Revenue and Market Cap. Notably, several companies weathered challenges, and reporting negative price-to-earnings: conversely, the BFYW growth initiative projects break-even by the 20th month post-funding and sustained profitability in the foreseeable future. The vivid results of this analysis reinforce BFYW’s conviction in taking brands to the public market, underlining the substantial growth potential awaiting investors in BFYW Stock.