SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G/A
 
 
Under the Securities Exchange Act of 1934
 
(Amendment No. 2)*
 

Better Choice Company Inc.

(Name of Issuer)
 

Common Stock, par value $0.001 per share

(Title of Class of Securities)
 

08771Y204

(CUSIP Number)
 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule 13G/A is filed:
 
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 8 Pages)

 

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 08771Y204

13G/APage 2 of 8 Pages

 

1

NAMES OF REPORTING PERSONS

Cavalry Fund I LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

1,286,830 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

1,286,830 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,286,830 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.38%

12

TYPE OF REPORTING PERSON

PN

         

 

 

CUSIP No. 08771Y204

13G/APage 3 of 8 Pages

 

 

1

NAMES OF REPORTING PERSONS

Cavalry Fund I Management LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

1,286,830 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

1,286,830 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,286,830 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.38%

12

TYPE OF REPORTING PERSON

OO

         

 

 

CUSIP No. 08771Y204

13G/APage 4 of 8 Pages

 

 

1

NAMES OF REPORTING PERSONS

Thomas Walsh

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

- 0 -

6

SHARED VOTING POWER

1,286,830 shares of Common Stock

7

SOLE DISPOSITIVE POWER

- 0 -

8

SHARED DISPOSITIVE POWER

1,286,830 shares of Common Stock

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

1,286,830 shares of Common Stock

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

4.38%

12

TYPE OF REPORTING PERSON

IN

         

 

 

 

CUSIP No. 08771Y204

13G/APage 5 of 8 Pages

 

 

Item 1(a). NAME OF ISSUER.
   
  The name of the issuer is Better Choice Company Inc. (the "Issuer").

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
  The Issuer's principal executive offices are located at 12400 Race Track Road, Tampa, Florida 33626.

 

Item 2(a). NAME OF PERSON FILING:

 

  This statement is filed by:

 

  (i) Cavalry Fund I LP, a Delaware limited partnership ("Cavalry Fund I");
   
  (ii) Cavalry Fund I Management LLC, a Delaware limited liability company ("Cavalry Fund I Management"); and
     
  (iii) Thomas Walsh ("Mr. Walsh").

 

  The foregoing persons are hereinafter sometimes collectively referred to as the "Reporting Persons."  
   
  The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the beneficial owner of the shares of Common Stock (as defined in Item 2(d)) reported herein.
   
  The securities reported herein are held by Cavalry Fund I.  Cavalry Fund I Management is the general partner of Cavalry Fund I.  Mr. Walsh is the Manager of Cavalry Fund I Management. As such, Cavalry Fund I Management and Mr. Walsh may be deemed to beneficially own the securities held by Cavalry Fund I. To the extent Mr. Walsh is deemed to beneficially own such securities, Mr. Walsh disclaims beneficial ownership of these securities for all other purposes.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:

 

  The address of the business office of each of the Reporting Persons is 61 82 E. Allendale Rd. Ste 5B, Saddle River, New Jersey 07458.
   
Item 2(c). CITIZENSHIP

 

  Cavalry Fund I is a limited partnership organized under the laws of the State of Delaware.  Cavalry Fund I Management is a limited liability company organized under the laws of the State of Delaware.  Mr. Walsh is a citizen of the United States.

 

Item 2(d). TITLE OF CLASS OF SECURITIES:
   
  Common Stock, par value $0.001 per share (the "Common Stock").

 

 

CUSIP No. 08771Y204

13G/APage 6 of 8 Pages

 

 

Item 2(e). CUSIP NUMBER:
   
  08771Y204

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO §§ 240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
  (e) ¨ Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

Employee benefit plan or endowment fund in accordance with

Rule 13d-1(b)(1)(ii)(F);

 

  (g) ¨

Parent holding company or control person in accordance with

Rule 13d-1(b)(1)(ii)(G);

  (h) ¨

Savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

  (i) ¨

Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);

 

  (j) ¨ Non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

 

If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please

specify the type of institution:                                                                                       

   
Item 4. OWNERSHIP:

 

    The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each Reporting Person.  

 

 

CUSIP No. 08771Y204

13G/APage 7 of 8 Pages

 

 

    The percentages used in this Schedule 13G/A are calculated based on 29,405,529 shares of Common Stock reported to be outstanding as of November 8, 2022, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022 filed with the Securities and Exchange Commission on November 10, 2022.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: x.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
   
  Not applicable.

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP.
   
  Not applicable.

 

Item 10. CERTIFICATION.

 

  Each of the Reporting Persons hereby makes the following certification:
   
  By signing below, each Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

CUSIP No. 08771Y204

13G/APage 8 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
   
   
DATED:  February 13, 2023  
   
  Cavalry Fund I LP
   
 

By: Cavalry Fund I Management LLC,

its General Partner

     
  By: /s/ Thomas Walsh
    Name: Thomas Walsh
    Title: Manager

 

 

  Cavalry Fund I Management LLC
   
  By: /s/ Thomas Walsh
    Name: Thomas Walsh
    Title: Manager
   
     
  By: /s/ Thomas Walsh
    Thomas Walsh