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	53rd at Third 885 Third Avenue New York, New York  10022-4834 Tel: +1.212.906.1200  Fax: +1.212.751.4864 www.lw.com FIRM / AFFILIATE OFFICES Beijing              Moscow Boston               Munich Brussels             New York Century City       Orange County Chicago             Paris Dubai                Riyadh Düsseldorf          San Diego Frankfurt            San Francisco Hamburg            Seoul Hong Kong         Shanghai Houston             Silicon Valley London              Singapore Los Angeles        Tokyo Madrid               Washington, D.C. Milan
May 13, 2020 VIA EDGAR AND OVERNIGHT DELIVERY Division of Corporation Finance Office of Manufacturing U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549-6010 Attn:       Sherry Haywood, Staff Attorney Russell Mancuso, Legal Branch Chief Re:         Better Choice Company Inc. Registration Statement on Form S-1 Filed October 28, 2019 File No. 333-234349

On behalf of our client, Better Choice Company Inc. (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated November 19, 2019, relating to the Company’s registration statement on Form S-1 filed on October 28, 2019 (the “Registration Statement”).

The Company has filed today Amendment No. 1 to the Registration Statement (the “Amendment”), together with this letter, via EDGAR submission. For the Staff’s reference, we are providing to the Staff by overnight delivery copies of this letter as well as both a clean copy of the Amendment and a copy marked to show all changes from the version filed on October 28, 2019.

For ease of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Registration Statement.

Response: The Company acknowledges the Staff’s comment and advised the Staff that, as previously disclosed, the acquisition of Halo was completed on December 19, 2019. We have included the Unaudited Pro Forma Combined Financial Information reflecting the transaction and the audited financial statements of Halo in the Amendment, beginning on page 40 and page F-77 respectively.

Response: The Company acknowledges the Staff’s comment and refers the Staff to Article VIII. Governing Law; Jurisdiction of the Company’s Bylaws as adopted on January 29, 2019, and filed as Exhibit 3.4 to the Registration Statement. The relevant text from our Bylaws is also copied below for the Staff’s reference. The disclosure included on page 69 in the “Choice of Forum” section regarding our amended and restated certificate of incorporation was included in error and has been removed from the Amendment.

“These bylaws and the internal affairs of the Company shall be governed by and interpreted under the laws of the State of Delaware, excluding its conflict of laws principles. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer (or affiliate of any of the foregoing) of the Company to the Company or the Company’s shareholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL or the Company’s Certificate of Incorporation or Bylaws, or (iv) any other action asserting a claim arising under, in connection with, and governed by the internal affairs doctrine. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of this bylaw.”

 Should you have any comments or questions regarding the foregoing, please contact the undersigned at (212) 906-1297. Thank you in advance for your cooperation in connection with this matter.

Enclosures

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