Note 21 – Subsequent events

The Company has evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. Other than the following, the Company did not identify any subsequent events that would have required adjustment or disclosure in the consolidated financial statements.

On February 6, 2025, the Promissory Note described in “Note 4 - Notes receivable” was amended for a second time to allow for the borrowing of an additional $0.4 million. The interest rate remains at 11% per annum.

On February 19, 2025, the Company announced the sale of its Halo business in Asia for total gross proceeds of $8.1 million including $6.5 million in cash at closing, along with a 3% royalty on sales over the next five years, guaranteed by a minimum royalty payment of $0.3 million per year or $1.7 million in total. The Company will retain ownership of its North American and rest-of-world ex-Asia operations. Both parties expect to close the sale in April 2025.

On February 20, 2025, in connection with the sale of the Halo business in Asia discussed above, the Company announced that it agreed in principle to a 5.5% royalty agreement on all sales of the Halo Elevate brand in the Asian region.

On February 28, 2025, the Company announced that SRx was granted the final Order pursuant to the Business Corporations Act by the Ontario Superior Court of Justice to proceed with the acquisition previously announced on September 3, 2024, where the Company would acquire SRx in an all-stock transaction valued at an estimated $80 million, assuming SRx’s net debt of $43 million at close. As consideration for the transaction, the company expects to issue a maximum of 30.0 million shares to SRx shareholders and is expected to close in 2025. The Company hosted a Special Meeting of shareholders on March 21, 2025 where the Company’s stockholders voted in favor of the proposal to approve the arrangement transaction with SRx. The Company is unable to predict the outcome or impact on its business and financial results.

On March 11, 2025, the Company announced the signing of a binding Letter of Intent (LOI) to acquire 100% of Choice Specialty Pharmacy Group, a fully licensed and prominent provider of specialized pharmacy services in the U.S., through an option purchase agreement. This acquisition is expected to further strengthen Better Choice’s specialty pharmacy presence in the U.S. and the purchase price is estimated at approximately USD $4.7 million, and consideration will be comprised of stock and cash at closing.

On March 17, 2025, the Company announced the approval of a royalty distribution plan for shareholders. Under this new initiative, up to 55% of the annual royalties generated by the Company’s flagship Halo brand will be distributed annually to stockholders of record as of December 31 of the given year. The aggregate amount and other details of each such distribution shall be determined by the Company’s Board of Directors on an annual basis, and the declaration of each such distribution will be effected by appropriate Board action at such time.

On March 21, 2025, the Company announced that the Company’s shareholders authorized the following proposals: (i) issuance of up to 30,000,000 shares of Better Choice common stock in connection with the Arrangement Agreement with SRx, pursuant to which Better Choice will acquire SRx; (ii) changing of the legal name of Better Choice from “Better Choice Company, Inc.” to “SRX Health Solutions, Inc.” and of the NYSE American ticker symbol from “BTTR” to “SRXH”; and (iii) an increase in the number of securities subject to the Company’s 2019 Incentive Award Plan. Each of the Proposals are more fully described in the Company’s definitive proxy statement filed with the SEC on January 28, 2025, as supplement by the Company’s Supplemental Proxy Materials filed with the SEC on March 7, 2025.