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): July 27, 2020
 

Better Choice Company Inc.
 
(Exact name of Registrant as Specified in its Charter)
 

Delaware
333-161943
26-2754069
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)

164 Douglas Rd E, Oldsmar, Florida
  
34677
(Address of Principal Executive Offices)
  
(Zip Code)

(Registrant's Telephone Number, Including Area Code): (646) 846-4280
 
N/A
(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))

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
N/A
N/A
N/A
 
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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendment to Articles of Incorporation
 
On July 14, 2020, the Board of Directors of Better Choice Company Inc. (the “Company”) approved the Certificate of Amendment of the Certificate of Incorporation (the “Amendment”), which amends the charter of the Company by increasing the number of shares of common stock authorized in the Company’s charter from 88,000,000 shares of common stock, par value $0.001 per share, to 200,000,000 shares of common stock, par value $0.001 per share. On July 27, 2020, the Amendment was then accepted, adopted, and approved by the holders of the requisite number of outstanding shares of capital stock of the Company entitled to vote.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the complete Amendment, a copy of which is filed as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits.

(d)
Exhibits

99.1
Certificate of Amendment of the Certificate of Incorporation

SIGNATURE
 
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/ Werner von Pein
  
 
Name:
Werner von Pein
  
 
Title:
Chief Executive Officer
  
       
July 30, 2020