Better Choice Co Inc
For the period ended Dec 31, 2023. Filed Apr 12, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Apr 12, 2024
SRXH$0.94+8.4%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 15. Exhibits and Financial Statement Schedules
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
The following documents are filed as part of this report:
| (1) | Financial Statements - See Index to Consolidated Financial Statements appearing on page 35. |
| (2) | Financial Statement Schedules - None. |
| (3) | Exhibits - The exhibits listed on the accompanying index are filed as part of, or incorporated by reference into, this Annual Report on Form 10-K. |
EXHIBIT INDEX
| Exhibit | Exhibit Description | Form | File No. | Exhibit | Filing date |
|---|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger, dated February 28, 2019, by and among the Company, BBC Merger Sub, Inc. and Bona Vida, Inc. | 8-K | 333-161943 | 2.1 | 05/10/2019 |
| 2.2 | First Amendment to Agreement and Plan of Merger, dated February 28, 2019, by and among the Company, BBC Merger Sub, Inc., and Bona Vida, Inc., dated May 3, 2019 | 8-K | 333-161943 | 2.2 | 05/10/2019 |
| 2.3 | Securities Exchange Agreement, dated February 2, 2019, by and among the Company, TruPet LLC and the members of TruPet LLC | 8-K | 333-161943 | 2.3 | 05/10/2019 |
| 2.4 | First Amendment to Securities Exchange Agreement, dated February 2, 2019, by and among the Company, TruPet LLC and the members of TruPet LLC, dated May 6, 2019 | 8-K | 333-161943 | 2.4 | 05/10/2019 |
| 2.5 | Amended and Restated Stock Purchase Agreement, dated December 18, 2019, by and among the Company, Halo, Purely For Pets, Inc., Thriving Paws, LLC and HH-Halo LP | 8-K | 333-161943 | 2.1 | 12/26/2019 |
| 2.6 | Agreement and Plan of Merger, dated July 28, 2022, by and among TruPet LLC and Halo, Purely for Pets, Inc. | 10-Q | 001-40477 | 2.6 | 08/11/2022 |
| 3.1 | Certificate of Incorporation, dated January 1, 2019 | 10-Q | 333-161943 | 3.1 | 04/15/2019 |
| 3.2 | Certificate of Amendment to Certificate of Incorporation, dated February 1, 2019 | 10-Q | 333-161943 | 3.2 | 04/15/2019 |
| 3.3 | Certificate of Amendment to Certificate of Incorporation, dated March 13, 2019 | 8-K | 333-161943 | 3.1 | 03/20/2019 |
| 3.4 | Certificate of Amendment to Certificate of Incorporation, dated April 18, 2019 | 10-KT | 333-161943 | 3.5 | 07/25/2019 |
| 3.5 | Certificate of Amendment to Certificate of Incorporation, dated July 30, 2020 | 8-K | 333-161943 | 99.1 | 07/30/2020 |
| 3.6 | Certificate of Merger of Sport Endurance, Inc. with and into the Company | 10-Q | 333-161943 | 3.4 | 04/15/2019 |
| 3.7 | Bylaws | 10-Q | 333-161943 | 3.5 | 04/15/2019 |
| 3.8 | Certificate of Designation for Series F Convertible Preferred Stock | 8-K | 333-161943 | 3.1 | 10/02/2020 |
| 3.9 | Certificate of Cancellation of Series F Preferred Stock of Better Choice | 8-K | 001-40477 | 3.10 | 07/29/2022 |
| 3.10 | Certificate of Merger of TruPet LLC with and into Halo, Purely for Pets, Inc. | 10-Q | 001-40477 | 3.10 | 08/11/2022 |
| 4.1 | Form of Warrant in connection with the November 2019 private placement | 8-K | 333-161943 | 4.2 | 11/15/2019 |
| 4.2 | Form of Subscription Agreement, dated December 19, 2019, by and among the Company and the Halo Sellers | 10-Q | 333-161943 | 10.6 | 01/31/2020 |
| 4.3 | Form of Warrant, dated December 19, 2019, by and among the Company and the Halo Sellers | 10-Q | 333-161943 | 4.8 | 01/31/2020 |
| 4.4 | Form of Warrant, dated December 19, 2019, by and among the Company and the Shareholder Personal Guarantors | 10-Q | 333-161943 | 4.10 | 01/31/2020 |
| 4.5 | Form of Subscription Agreement dated April 25, 2019 in connection with the May 2019 private placement | 8-K | 333-161943 | 10.1 | 04/30/2019 |
| 4.6 | Form of Subscription Agreement in connection with the November 2019 private placement | 8-K | 333-161943 | 10.1 | 11/15/2019 |
| Exhibit | Exhibit Description | Form | File No. | Exhibit | Filing date |
|---|---|---|---|---|---|
| 4.7† | Better Choice Company Inc. Amended and Restated 2019 Incentive Award Plan | 10-K | 333-161943 | 10.19 | 05/04/2020 |
| 4.8† | Form of 2019 Incentive Award Plan Stock Option Agreement | S-1 | 333-234349 | 10.7 | 10/28/2019 |
| 4.9 | Form of Common Stock Purchase Warrant in connection with the June 2020 private placement. | 10-Q | 333-161943 | 4.11 | 06/25/2020 |
| 4.10 | Form of Subscription Agreement in connection with the June 2020 private placement. | 10-Q | 333-161943 | 4.13 | 06/25/2020 |
| 4.11 | Form of July 2020 Warrants | 8-K | 333-161943 | 10.5 | 07/21/2020 |
| 4.12 | Form of Warrant in connection with the October 2020 Series F Private Placement | 8-K | 333-161943 | 4.1 | 10/02/2020 |
| 4.13 | Form of Securities Purchase Agreement in connection with the October 2020 Series F Private Placement | 8-K | 333-161943 | 10.1 | 10/02/2020 |
| 4.14 | Form of warrant in connection with the January 2021 Private Placement | S-1/A | 333-251241 | 4.22 | 02/16/2021 |
| 4.15 | Form of Securities Purchase Agreement in connection with the January 2021 Private Placement | S-1/A | 333-251241 | 4.23 | 02/16/2021 |
| 10.1† | Form of Indemnification Agreement by and among the Company and its officers and directors | S-1 | 333-234349 | 10.8 | 10/28/2019 |
| 10.2† | Employment Agreement, Dated December 28, 2020 by and between Scott Lerner and the Company | 8-K/A | 333-161943 | 10.2 | 01/05/2021 |
| 10.3† | Employment Agreement, dated October 8, 2020, by and between Sharla Cook and the Company | 10-K | 333-161943 | 10.12 | 03/30/2021 |
| 10.4† | Employment Agreement, dated September 27, 2020, by and between Robert Sauermann and the Company | 10-K | 333-161943 | 10.13 | 03/30/2021 |
| 10.5† | Employment Agreement, dated January 1, 2021, by and between Donald Young and the Company | 10-K | 333-161943 | 10.14 | 03/30/2021 |
| 10.6 | Loan and Security Agreement, dated as of January 6, 2021, by and between Old Plank Trail Community Bank, N.A. (“Lender”) and Halo, Purely for Pets, Inc., a Delaware corporation (“Halo”) | 8-K | 333-161943 | 10.1 | 01/11/2021 |
| 10.7 | Term Note A, dated as of January 6, 2021, issued by Halo in favor of Lender | 8-K | 333-161943 | 10.3 | 01/11/2021 |
| 10.8 | Guaranty and Security Agreement, dated as of January 6, 2021, made by Better Choice Company Inc. , TruPet LLC, and Bona Vida, Inc., a Delaware corporation | 8-K | 333-161943 | 10.4 | 01/11/2021 |
| 10.9 | Intellectual Property Security Agreement, dated as of January 6, 2021, executed and delivered by the Company, TruPet and Bona Vida | 8-K | 333-161943 | 10.5 | 01/11/2021 |
| 10.10 | Stock Pledge Agreement, dated as of January 6, 2021, executed and delivered by the Company in favor of Lender | 8-K | 333-161943 | 10.6 | 01/11/2021 |
| 10.11 | First Amendment to Loan and Security Agreement, dated as of August 13, 2021, by and between Old Plank Trail Community Bank, N.A. (“Lender”) and Halo, Purely for Pets, Inc. | 8-K | 001-40477 | 10.1 | 08/17/2021 |
| 10.12 | Revolving Promissory Note, dated as of August 13, 2021, issued by Halo Purely for Pets, Inc. | 8-K | 001-40477 | 10.2 | 08/17/2021 |
| 10.13 | Deposit Account Pledge Agreement, dated as of August 13, 2021, executed and delivered by Halo Purely for Pets Inc. | 8-K | 001-40477 | 10.3 | 08/17/2021 |
| 10.14 | Second Amendment to Loan and Security Agreement, dated March 25, 2022, by and between Old Plank Trail Community Bank, N.A. and Halo, Purely for Pets, Inc. | 10-K | 001-40477 | 10.14 | 03/29/2022 |
| 10.15 | Third Amendment to Loan and Security Agreement, dated October 24, 2022, by and between Old Plank Trail Community Bank, N.A. and Halo, Purely for Pets, Inc. | 8-K | 001-40477 | 10.1 | 10/25/2022 |
| 10.16 | Revolving Promissory Note, dated as of October 24, 2022, issued by Halo in favor of Lender | 8-K | 001-40477 | 10.2 | 10/25/2022 |
| Exhibit | Exhibit Description | Form | File No. | Exhibit | Filing date |
|---|---|---|---|---|---|
| 10.17 | First Amendment to Deposit Account Pledge Agreement, dated as of October 24, 2022, executed and delivered by Halo in favor of Lender. | 8-K | 001-40477 | 10.3 | 10/25/2022 |
| 10.18 †# | Separation Agreement, dated as of September 14, 2022, by and between the Company and Scott Lerner | 10-Q | 001-40477 | 10.18 | 11/10/2022 |
| 10.19 †# | Advisory Consulting Agreement, dated as of November 2, 2022, by and between the Company and Lionel F. Conacher | 10-Q | 001-40477 | 10.19 | 11/10/2022 |
| 10.20 † | Engagement Agreement, dated as of March 13, 2023, by and between ONE10 Advisors, LLC and Better Choice Company Inc. | 8-K | 001-40477 | 10.1 | 03/21/2023 |
| 10.21 † | Interim Officer Agreement, dated as of March 20, 2023, by and between Carolina Martinez and Better Choice Company, Inc. | 8-K | 001-40477 | 10.2 | 03/21/2023 |
| 10.22 † | Employment Agreement, dated as of May 22, 2023, by and between Kent Cunningham and Better Choice Company, Inc. | 8-K | 001-40477 | 10.2 | 05/16/2023 |
| 10.23 † | Term Loan Credit Agreement, dated as of June 21, 2023, by and between Better Choice Company Inc. and Alphia Inc. | 8-K | 001-40477 | 10.1 | 06/21/2023 |
| 10.24 † | Account Purchase Agreement, dated as of June 21, 2023, by and between Wintrust Receivables Finance, a division of Wintrust Bank N.A., and Halo, Purely for Pets, Inc. | 8-K | 001-40477 | 10.9 | 06/21/2023 |
| 10.25 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 8-K | 001-40477 | 99.1 | 09/27/2023 |
| 10.26 | Better Choice Acquires Aimia Pet Healthco to Enter the GLP1 Pet Market | 8-K | 001-40477 | 99.1 | 02/12/2024 |
| 10.27 | Better Choice Company to Effectuate a 1 for 44 Reverse Stock Split | 8-K | 001-40477 | 99.1 | 03/14/2024 |
| 21.1 * | Subsidiaries of the Company | 10-K | 001-40477 | 21.1 | 03/28/2023 |
| 23.1 * | Consent of BDO USA, P.C. | ||||
| 24.1 * | Power of Attorney (included on the signature page to this report) | ||||
| 31.1 * | Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2 * | Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1 * | Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | ||||
| 101 * | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) the Consolidated Statements of Operations, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) related notes, tagged as blocks of text and including detailed tags. | ||||
| 104 * | Cover page from the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, formatted in iXBRL (included as Exhibit 101). | ||||
| † | Indicates a management contract or any compensatory plan, contract or arrangement. |
|---|---|
| * | Filed or furnished herewith. |
| # | Certain schedules and similar attachments to this agreement have been omitted in accordance with Item 601(b)(5) of Regulation S-K. The Company will furnish copies of any schedules or similar attachments to the SEC upon request. |
| *** | Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed. |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.