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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/16/21 Better Choice Co. Inc. S-1/A 158:21M Edgarfilings Ltd. |
Document/Exhibit Description Pages Size 1: S-1/A Pre-Effective Amendment to Registration Statement HTML 2.73M (General Form) 2: EX-1.1 Underwriting Agreement or Conflict Minerals Report HTML 194K 3: EX-3.9 Articles of Incorporation/Organization or Bylaws HTML 53K 4: EX-5.1 Opinion of Counsel re: Legality HTML 47K 5: EX-23.1 Consent of Expert or Counsel HTML 38K 12: R1 Document and Entity Information HTML 51K 13: R2 Condensed Consolidated Balance Sheets (Q1) HTML 148K 14: R3 Unaudited Condensed Consolidated Statements of HTML 109K Operations and Comprehensive Loss (Q1) 15: R4 Unaudited Condensed Consolidated Statements of HTML 133K Stockholders' Deficit (Q1) 16: R5 Unaudited Condensed Consolidated Statements of HTML 121K Cash Flows (Q1) 17: R6 Consolidated Balance Sheets (Q1) (Parenthetical) HTML 57K 18: R7 Consolidated Balance Sheets (Fy) HTML 149K 19: R8 Consolidated Balance Sheets (Parentheticals) (Fy) HTML 68K 20: R9 Consolidated Statements of Operations and HTML 106K Comprehensive Loss (Fy) 21: R10 Consolidated Statements of Stockholders' Deficit HTML 236K (Fy) 22: R11 Consolidated Statements of Cash Flows (Fy) HTML 148K 23: R12 Nature of business and summary of significant HTML 96K accounting policies (Q1) 24: R13 Revenue (Q1) HTML 76K 25: R14 Inventories (Q1) HTML 59K 26: R15 Prepaid expenses and other current assets (Q1) HTML 55K 27: R16 Accrued liabilities (Q1) HTML 63K 28: R17 Intangible assets, royalties, and goodwill (Q1) HTML 90K 29: R18 Debt (Q1) HTML 160K 30: R19 Commitments and contingencies (Q1) HTML 47K 31: R20 Convertible preferred stock (Q1) HTML 66K 32: R21 Stockholders' deficit (Q1) HTML 64K 33: R22 Warrants (Q1) HTML 125K 34: R23 Share-based compensation (Q1) HTML 71K 35: R24 Income taxes (Q1) HTML 101K 36: R25 Concentrations (Q1) HTML 45K 37: R26 Net loss per share (Q1) HTML 70K 38: R27 Nature of business and summary of significant HTML 96K accounting policies (Fy) 39: R28 Acquisitions (Fy) HTML 88K 40: R29 Revenue (Fy) HTML 76K 41: R30 Inventories (Fy) HTML 59K 42: R31 Prepaid expenses and other current assets (Fy) HTML 55K 43: R32 Property and equipment (Fy) HTML 54K 44: R33 Accrued liabilities (Fy) HTML 63K 45: R34 Operating leases (Fy) HTML 56K 46: R35 Intangible assets, royalties, and goodwill (Fy) HTML 90K 47: R36 Debt (Fy) HTML 160K 48: R37 Warrants (Fy) HTML 125K 49: R38 Commitments and contingencies (Fy) HTML 47K 50: R39 Redeemable convertible preferred stock (Fy) HTML 66K 51: R40 Stockholders' deficit (Fy) HTML 64K 52: R41 Share-based compensation (Fy) HTML 71K 53: R42 Employee benefit plans (Fy) HTML 45K 54: R43 Related party transactions (Fy) HTML 46K 55: R44 Income taxes (Fy) HTML 101K 56: R45 Concentrations (Fy) HTML 45K 57: R46 Net loss per share (Fy) HTML 70K 58: R47 Subsequent events (Fy) HTML 45K 59: R48 Nature of business and summary of significant HTML 77K accounting policies (Q1) (Policies) 60: R49 Nature of business and summary of significant HTML 150K accounting policies (Fy) (Policies) 61: R50 Revenue (Q1) (Tables) HTML 68K 62: R51 Inventories (Q1) (Tables) HTML 59K 63: R52 Prepaid expenses and other current assets (Q1) HTML 55K (Tables) 64: R53 Accrued liabilities (Q1) (Tables) HTML 62K 65: R54 Intangible assets, royalties, and goodwill (Q1) HTML 87K (Tables) 66: R55 Debt (Q1) (Tables) HTML 122K 67: R56 Stockholders' deficit (Q1) (Tables) HTML 56K 68: R57 Warrants (Q1) (Tables) HTML 101K 69: R58 Net loss per share (Q1) (Tables) HTML 67K 70: R59 Acquisitions (Fy) (Tables) HTML 85K 71: R60 Revenue (Fy) (Tables) HTML 68K 72: R61 Inventories (Fy) (Tables) HTML 59K 73: R62 Prepaid expenses and other current assets (Fy) HTML 55K (Tables) 74: R63 Property and equipment (Fy) (Tables) HTML 53K 75: R64 Accrued liabilities (Fy) (Tables) HTML 62K 76: R65 Operating leases (Fy) (Tables) HTML 59K 77: R66 Intangible assets, royalties, and goodwill (Fy) HTML 87K (Tables) 78: R67 Debt (Fy) (Tables) HTML 122K 79: R68 Warrants (Fy) (Tables) HTML 101K 80: R69 Stockholders' deficit (Fy) (Tables) HTML 56K 81: R70 Share-based compensation (Fy) (Tables) HTML 66K 82: R71 Income taxes (Fy) (Tables) HTML 97K 83: R72 Net loss per share (Fy) (Tables) HTML 67K 84: R73 Revenue - 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DELAWARE | | | 5961 | | | 83-4284557
|
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION) | | | (PRIMARY STANDARD INDUSTRIAL CLASSIFICATION
CODE NUMBER) | | | (I.R.S. EMPLOYER IDENTIFICATION NUMBER) |
Louis Lombardo, Esq. Denis Dufresne, Esq. Agatha Rysinski, Esq. Meister
Seelig & Fein LLP 125 Park Avenue, 7th Floor Tel: (212) 655-3500 Fax:
(212) 655-3535 | | | Nolan Taylor, Esq. David Marx, Esq. Dorsey & Whitney, LLP 111
South Main Street, Suite 2100 Tel: (801) 933-7360 Fax: (801)
933-7373 |
Large
accelerated filer | | | ☐ | | | Accelerated filer | | | ☐ |
Non-accelerated
filer | | | ☒ | | | Smaller reporting company | | | ☒ |
| | | | Emerging
growth company | | | ☐ |
Title of Each Class of Securities to be Registered | | | Proposed
Maximum Aggregate Offering Price(1) | | | Amount of Registration
Fee(2) |
Common Stock, $0.001 par value share | | | $40,500,000 | | | $4,418.55 |
(1) | Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
(2) | Calculated pursuant to Rule 457(o) based on an estimate of the proposed maximum offering price. The registrant previously paid a total of $5,545 in connection with the previous filing of the registration statement. |
| | Per
Share | | | Total | |
Public offering price | | | $ | | | $ |
Underwriting
discounts and commissions(1) | | | $ | | | $ |
Proceeds
to us (before expenses) | | | $ | | | $ |
(1) | See section titled “Underwriting” for a description of the compensation payable to the underwriters. |
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• | the impact of COVID-19 on the U.S. and global economies, our employees, suppliers, customers and end consumers, which could adversely and materially impact our business, financial condition and results of operations |
• | our ability to successfully implement our growth strategy; |
• | failure to achieve growth or manage anticipated growth; |
• | our
ability to achieve or maintain profitability; |
• | our significant indebtedness; |
• | the loss of key members of our senior management team; |
• | our ability to generate sufficient cash flow or raise capital on acceptable terms to run our operations, service our debt and make necessary capital expenditures; |
• | our ability to maintain effective internal control over financial reporting;
|
• | our limited operating history; |
• | our ability to successfully integrate Halo’s and TruPet’s businesses and realize anticipated benefits with these acquisitions and with other acquisitions or investments we may make; |
• | our dependence on our subsidiaries for payments, advances and transfers of funds due to our holding company status; |
• | our
ability to successfully develop additional products and services or successfully market and commercialize such products and services; |
• | competition in our market; |
• | our ability to attract new and retain existing customers, suppliers, distributors or retail partners; |
• | allegations that our products cause injury or illness or fail to comply with government regulations; |
• | our ability to manage our supply
chain effectively; |
• | our or our third-party contract manufacturers’ and suppliers’ ability to comply with legal and regulatory requirements; |
• | the effect of potential price increases and shortages on the inputs, commodities and ingredients that we require; |
• | our ability to develop and maintain our brand and brand reputation; |
• | compliance
with data privacy rules; |
• | our compliance with applicable regulations issued by the U.S. Food and Drug Administration (“FDA”), the U.S. Federal Trade Commission (“FTC”), the U.S. Department of Agriculture (“USDA”), and other federal, state and local regulatory authorities, including those regarding marketing pet food, products and supplements; |
• | risk of our products being recalled for a variety of reasons, including product defects, packaging safety and inadequate or inaccurate labeling disclosure; |
• | risk
of shifting customer demand in relation to raw pet foods, premium kibble and canned pet food products, and failure to respond to such changes in customer taste quickly and effectively; and |
• | the other risks identified in this prospectus including, without limitation, those under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as such factors may updated from time to time in our other filings with the SEC. |
• | Portfolio of Established Premium
and Super-Premium Pet Brands With a History of Success. We believe that both the Halo and Trudog brands are well positioned to take advantage of pet parents’ increasing desire to feed only the highest quality ingredients to their pets, and that there will continue to be innovative opportunities for brand consolidation over time. Today, the Halo and TruDog brands are focused on serving consumers in the United States, Canada and select Asian markets including China. |
• | Online Recurring Revenue Represents Significant Percentage of Total Sales. We believe that customers who purchase products on a monthly subscription tend to be high value, long-term customers. In order to increase the number of customers that subscribe to purchase our products, we offer incentives alongside our E-Commerce partners,
which often take the form of a discounted initial subscription order and a small discount on each subsequent purchase. In the first quarter of 2021, 63% of end-consumer sales on Chewy were placed by subscribers, 39% of end-consumer sales on Amazon were placed by subscribers and 48% of DTC sales made on our website were placed by subscribers. In the aggregate, more than 30% of Better |
• | Exposure
to Fastest Growing Sub-Sectors of Premium Pet. Freeze-dried raw dog food is one of the fastest growing sub-categories of premium pet food, with Packaged Facts reporting 39% year-over-year growth in the sub-category in 2019. According to Packaged Facts’ March 2020 Consumer Survey, 4% of pet owners are using vegetarian formulations, with a growing percentage of consumers focused on ingredients that are sustainably sourced and utilized. We believe we are well positioned to take advantage of these growing sub-sectors through Halo’s successful line of freeze-dried treats for dogs and cats and a growing line of award-winning vegan products for dogs and TruDog’s ultra-premium, freeze-dried raw dog food, which represents a majority of its sales. |
• | Asset Light Model with Established Long Term Co-Manufacturing
Partners. Our products are manufactured by an established network of co-manufacturers in partnership with Better Choice. The Company has maintained each of its key co-packing relationships for more than four years, with certain relationships in place for more than 10 years. Four co-manufactures account for more than 95% of our food and treat related purchases and all of our products are co-manufactured in the United States. Our products meet stringent requirements to ensure compliance with required and voluntary regulatory groups, including AAFCO, the Marine Stewardship Council (MSC) and the Global Animal Partnership (GAP). In addition, we constantly evaluate the capabilities of our co-manufactures to ensure continuity of supply in addition to holding what we believe are sufficient safety stocks of product on hand in the event of supply chain disruptions. |
• | Rapidly
Growing International Presence. In 2020, the Halo brand achieved $8.6 million in sales, representing 95% growth year-over-year. We believe that growth in Asia is fueled by increasing levels of economic financial status and demand for premium and super-premium, western manufactured products, with our sales currently concentrated in the high growth markets of China, Korea, Japan and Taiwan. |
• | Key Competitive Advantages in Chinese Market. In 2020, 48% of our international sales were made in China. We believe several factors give us an advantage in China relative to our competition, including that (1) we have secured approval from the Chinese Ministry of Agriculture to sell 15 dry diets in mainland China, which is typically a multi-year process for first-time applicants; (2) we have a multi-year
distribution partner in Penefit, with a dedicated team of more than 20 individuals in-country that are focused solely on selling the Halo brand; and (3) we have established supply chain partners with whitelisted approval to import product. |
• | Executive Team Purpose Built for Success in Pet Industry. Our executive team has over 50 years of combined experience in the Pet Industry, and has led multiple brands, such as Nutro, Merrick and Solid Gold, to successful exits. |
• | Strong
Innovation Pipeline. We have a robust and growing pipeline of new products, and believe our size is an advantage – we are nimble enough to quickly bring new products to market, but large enough to benefit from strong existing customer relationships and established economies of scale with our co-manufacturers. Most notably, in 2022 we plan to introduce a new Halo sub-brand for pet specialty stores, an update to our existing Halo Holistic sub-brand and an expansion of our vegan and freeze-dried lines. |
• | Ability to Leverage Differentiated Omni-Channel Strategy for Growth. We believe that we can leverage our differentiated omni-channel strategy to design and sell products purpose-built for success in specific channels while maintaining our ability to leverage marketing and sales resources cross-channel.
We believe that this strategy will allow us to deliver on core consumer needs, maximize gross margin and respond to changing channel dynamics that have accelerated because of the COVID-19 pandemic. For example, we can take learnings from the online environment, which represented 59% of our 2020 sales, to the offline environment, which we see as poised for growth at pet specialty stores in 2022. This approach will be under a single banner brand, Halo. |
• | Capitalize
on continuing trends of pet humanization. We believe our combination of innovative products designed specifically for certain channels can assist our growth to become a leader in the premium and super-premium categories across dog and cat food. With an average of more than $500 spent annually on pet food per pet owning household and the number of pet owning households increasing, we believe that the super-premium sub-category is poised to be among the fastest growing segments of pet care spending. |
• | Well Positioned to Capitalize On a Once-in-a-Generation Demographic Shift in China. We believe that China represents the largest macro-growth opportunity in the global pet food industry. In China, the number of households that own a pet has doubled in the last five years, with younger pet owners
leading growth. Even though the absolute number of Chinese households that own a pet recently surpassed that same figure in the US, only 20% of Chinese households own a pet, compared to 67% in the United States. This has translated to a 28% annual growth rate in the premium dry cat food market, and a 20% annual growth rate in the dry dog food market. In 2020, more than 50% of Chinese consumers that purchased our products were born after 1990, and approximately 80% made those purchases online. |
• | Ability to Pursue Strategic Acquisitions. In 2019, we successfully closed the Halo and TruPet acquisitions. We remain committed to locating the right assets that meet our investment criteria. Through our longstanding industry contacts we are able to source proprietary opportunities and transactions. Our preference
is to maintain the asset light business model we currently operate and identify products and brands that are complementary to our existing portfolio. We have a wide scope of systems in place to ensure scalable success and reduce integration risk, including a world class enterprise resource planning or ERP system, NetSuite, a fully scaled and outsourced IT provider (Chelsea Technologies) and a platform to effectively meet public company reporting requirements (Workiva). Furthermore, our public company structure has historically enabled Better Choice to offer transaction consideration in the form of cash and stock. We have a robust pipeline of potential acquisitions which we expect to pursue in the form of pre-process and direct founder dialogue discussions. |
• | We have a history of losses, we expect to incur losses in the future and we may not be able to achieve or maintain profitability which may affect our ability to continue as a going concern; |
• | The COVID-19 pandemic could have a material adverse impact on our business, results of operations and financial condition; |
• | We
may not be able to successfully implement our growth strategy or effectively manage our growth on a timely basis or at all; |
• | Our level of indebtedness and related covenants could limit our operational and financial flexibility and significant adversely affect our business if we breach such covenants and default on such indebtedness; |
• | If we do not successfully develop additional products and services, or if such products and services are developed but not successfully commercialized, our business will be adversely affected; |
• | Our
ability to compete on the basis of product and ingredient quality, product availability, palatability, brand awareness, loyalty and trust, product variety and innovation, product packaging and design, reputation, price and convenience and promotional efforts in our highly competitive industry and against other industry participants, some of whom have greater resources than we do; |
• | We are vulnerable to fluctuations in the price and supply of key inputs, including ingredients, packaging materials, and freight; |
• | Food safety and food-borne illness incidents may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement
actions, increasing our operating costs and reducing demand for our product offerings; |
• | Interruption in our sourcing operations could disrupt production, shipment or receipt of our merchandise, which would result in lost sales and could increase our costs; |
• | We depend on the knowledge and skills of our senior management and other key employees, and if we are unable to retain and motivate them or recruit additional qualified personnel, our business may suffer; |
• | We rely heavily on third-party commerce platforms to conduct
our businesses and if one of those platforms is compromised, our business, financial condition and results of operations could be harmed; |
• | Adverse litigation judgments or settlements resulting from legal proceedings relating to our business operations could materially adversely affect our business, financial condition and results of operations; |
• | International expansion of our business, particularly into China, could expose us to substantial business, regulatory, political, financial and economic risks; |
• | Changes in existing
laws or regulations, including how such existing laws or regulations are enforced by federal, state, and local authorities, or the adoption of new laws or regulations may increase our costs and otherwise adversely affect our business, financial condition and results of operations; |
• | There is currently a limited public market for our common stock, a trading market for our common stock may never develop, and our common stock prices may be volatile and could decline substantially; |
• | The reverse stock split may not achieve the requisite increase in the market price for our common stock to continue to comply with listing requirements of the NYSE American and may decrease the
liquidity of the shares of our common stock; |
• | Provisions in our certificate of incorporation and bylaws and Delaware law may discourage a takeover attempt even if a takeover might be beneficial to our stockholders; and |
• | We have broad discretion in the use of the net proceeds from this offering, and our use of those proceeds may not yield a favorable return on your investment. |
• | 10,062,363 shares of our common stock issuable upon the exercise of warrants to purchase our common stock as of June 11, 2021, at a weighted-average exercise price of $7.14 per share; and |
• | 2,207,704 shares of our common stock issuable
upon the exercise of stock options outstanding as of June 11, 2021, at a weighted average exercise price of $6.42 per share and 42,297 shares of our common stock reserved for future issuance under our Amended and Restated 2019 Incentive Award Plan. |
| | For
the Three Months Ended | | | For the Year Ended | |||||||
| | 2021 | | | 2020 | | | 2020 | | | 2019 | |
Net
sales | | | $10,830 | | | $12,226 | | | $42,590 | | | $15,577 |
Cost
of goods sold | | | $6,556 | | | $8,069 | | | $26,491 | | | $9,717 |
Gross
profit | | | $4,274 | | | $4,157 | | | $16,099 | | | $5,860 |
Operating
expenses | | | $9,412 | | | $12,689 | | | $43,421 | | | $42,186 |
Loss
from operations | | | $(5,138) | | | $(8,532) | | | $(27,322) | | | $(36,326) |
Other
expense, net | | | $7,712 | | | $922 | | | $32,013 | | | $148,136 |
Net
and comprehensive loss | | | $(12,850) | | | $(9,454) | | | $(59,335) | | | $(184,462) |
Preferred
dividends | | | — | | | $34 | | | $103 | | | $109 |
Net
and comprehensive loss available to common stockholders | | | $(12,850) | | | $(9,488) | | | $(59,438) | | | $(184,571) |
Weighted
average number of shares outstanding, basic and diluted | | | 9,587,509 | | | 8,087,733 | | | 8,180,739 | | | 5,539,767 |
Loss
per share, basic and diluted(1) | | | $(1.38) | | | $(1.17) | | | $(7.26) | | | $(33.32) |
| | | | | | | | |||||
Pro
forma loss per share, basic and diluted (unaudited)(1)(2) | | | $(0.73) | | | | | $(3.55) | | | ||
Weighted
average number of shares outstanding used to compute pro forma net loss per share, basic and diluted (unaudited)(2) | | | 18,119,481 | | | | | 16,712,711 | | |
(1) | The calculation of loss per share and pro forma loss per share for the three months ended March 31, 2021 and for the year ended December 31, 2020 includes certain adjustments to the net and comprehensive loss for items directly impacting accumulated deficit. See “Note 15 – Net loss per share” to our unaudited condensed consolidated financial statements for the period ended March 31, 2021 included in this prospectus and “Note 20 – Net loss per share” to our audited consolidated financial statements for the
year ended December 31, 2020 included in this prospectus for more information. |
(2) | Pro forma net loss per share gives effect to the automatic conversion of all of our outstanding shares of Series F Preferred Stock into 5,768,517 shares of common stock as of March 31, 2021 as well as the automatic conversion of our outstanding convertible notes into 2,763,455 shares of common stock as of March 31, 2021. |
| | 2021 | | | 2020 | | | 2019 | |
Total
Current Assets | | | $19,876 | | | $17,563 | | | $17,579
|
Total Assets | | | $52,367 | | | $51,253 | | | $53,532 |
Total
Current Liabilities | | | $55,065 | | | $54,576 | | | $33,026
|
Total Liabilities | | | $85,347 | | | $79,355 | | | $50,037
|
Redeemable Series E Preferred Stock | | | — | | | — | | | $10,566
|
Total Stockholders’ Deficit | | | $(32,980) | | | $(28,102) | | | $(7,071) |
| | Three
Months Ended | | | Year Ended | ||||
| | 2021 | | | 2020 | | | 2020 | |
Net
and comprehensive loss available to common stockholders | | | $(12,850) | | | $(9,488) | | | $(59,438) |
Depreciation
and amortization | | | 411 | | | 457 | | | 1,748
|
Interest expense | | | 835 | | | 2,301 | | | 9,247
|
EBITDA | | | $(11,604) | | | $(6,730) | | | $(48,443) |
Non-cash
share-based compensation, warrant expense and dividends(a) | | | $2,590 | | | $5,113 | | | $19,175 |
Non-cash
change in fair value of warrant liability and warrant derivative liability | | | 6,483 | | | (1,379) | | | 22,678 |
Loss
on extinguishment of debt | | | 394 | | | — | | | $88 |
Acquisition
related expenses/(income)(b) | | | — | | | 677 | | | (150) |
Non-cash
effect of purchase accounting and inventory write-off on cost of goods sold(c) | | | — | | | 894 | | | 1,111
|
Offering related expenses(d) | | | 196 | | | 315 | | | 1,221
|
Non-recurring expenses(e) | | | 856 | | | 982 | | | 2,351
|
COVID-19 expenses(f) | | | — | | | — | | | $30
|
Adjusted EBITDA | | | $(1,085) | | | $(128) | | | $(1,939) |
(a) | Reflects non-cash expenses related to equity compensation awards and stock purchase warrants. The periods in 2020 additionally include non-cash dividends and stock purchase warrants associated with a contract that was subsequently terminated. Share-based compensation is |
(b) | Reflects
costs incurred related to acquisition and integration activities that will not recur and operating expenses that will not recur due to acquisition related synergies. |
(c) | Reflects non-cash expense recognized in cost of goods sold related to the step-up of inventory required under the accounting rules for business combinations ($0.9 million); and non-cash write off of expired CBD inventory ($0.2 million). |
(d) | Reflects administrative costs associated with the registration of previously issued common shares and other debt and equity financing transactions. |
(e) | Reflects
non-recurring severance costs ($0.7 million), non-cash third party share-based compensation ($0.3m), non-recurring consulting costs ($0.2 million) and director costs ($0.1 million), partially offset by a $0.5 million reduction to sales tax liability for the three months ended March 31, 2021. Reflects contract termination costs ($1.0 million) for the three months ended March 31, 2020; additionally includes write off of a prepaid asset related to the termination of a contract entered into during 2019 ($0.4 million), non-recurring consulting costs ($0.3 million), non-cash loss on disposal of assets ($0.2 million), and other non-recurring costs for the year ended December 31,
2020. |
(f) | Reflects cleaning, sanitizing, protective equipment and hazard compensation related to COVID-19. |
• | the inability
to integrate the respective businesses of Bona Vida, Halo and TruPet in a manner that permits the combined business to achieve the synergies anticipated to result from the acquisitions, which could result in the anticipated benefits of the acquisitions not being realized partly or wholly in the time frame currently anticipated or at all; |
• | integrating personnel from the three companies while maintaining focus on safety and providing consistent, high quality products and customer service; and |
• | performance shortfalls at one or all of the companies as a result of the diversion of management's attention caused by the acquisitions and integrating the companies' operations. |
• | the effectiveness and efficiency of our online experience for disparate worldwide audiences, including advertising and search optimization programs in generating consumer awareness and sales of our products; |
• | our ability to prevent confusion among consumers that can result from search engines that allow competitors to use or bid on our trademarks to direct consumers to competitors’ websites; |
• | our
ability to prevent Internet publication or television broadcast of false or misleading information regarding our products or our competitors’ products; |
• | the nature and tone of consumer sentiment published on various social media sites; and |
• | the stability of our website and other e-commerce platforms we sell our products on. In recent years, a number of DTC, Internet-based retailers have emerged and have driven up the cost
of basic search terms, which has and may continue to increase the cost of our Internet-based marketing programs. |
• | political, social and economic instability; |
• | higher levels of credit risk, corruption and payment fraud; |
• | regulations that might add difficulties in repatriating cash earned outside the United States and otherwise prevent us from freely moving cash; |
• | import and
export controls and restrictions and changes in trade regulations; |
• | compliance with the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws in other jurisdictions; |
• | multiple, conflicting and changing laws and regulations such as privacy, security and data use regulations, tax laws, trade regulations, economic sanctions and embargoes, employment laws, anticorruption laws, regulatory requirements, reimbursement or payor regimes and other governmental approvals, permits and licenses; |
• | failure by us,
our collaborators or our distributors to obtain regulatory clearance, authorization or approval for the use of our products in various countries; |
• | additional potentially relevant third-party patent rights; |
• | complexities and difficulties in obtaining intellectual property protection and enforcing our intellectual property; |
• | logistics and regulations associated with shipping samples and customer orders, including infrastructure conditions and transportation delays; |
• | the
impact of local and regional financial crises; |
• | natural disasters, political and economic instability, including wars, terrorism and political unrest, and outbreak of disease; |
• | breakdowns in infrastructure, utilities and other services; |
• | boycotts, curtailment of trade and other business restrictions; and |
• | the other risks and uncertainties described in this prospectus. |
• | We will indemnify our directors and officers for serving us in those capacities or for serving other business enterprises at our request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. |
• | We may, in our discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law. |
• | We are required to advance expenses, as incurred, to our directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification. |
• | We
will not be obligated pursuant to the indemnification agreements entered into with our directors and executive officers to indemnify a person with respect to proceedings initiated by that person, except with respect to proceedings to enforce an indemnitees right to indemnification or advancement of expenses, proceedings authorized by our board of directors and if offered by us in our sole discretion. |
• | The rights conferred in our certificate of incorporation are not exclusive, and we are authorized to enter into indemnification agreements with our directors, officers, employees and agents and to obtain insurance to indemnify such persons. |
• | We
may not retroactively amend our certificate of incorporation or indemnification agreement provisions to reduce our indemnification obligations to directors, officers, employees and agents. |
| | High | | | Low | |
2019 | | | | | ||
First
Quarter(1) | | | $79.56 | | | $7.98 |
Second
Quarter(1) | | | $54.90 | | | $20.40 |
Third
Quarter(1) | | | $38.76 | | | $18.72 |
Fourth
Quarter(1) | | | $26.10 | | | $7.86 |
2020 | | | | | ||
First
Quarter(1) | | | $16.20 | | | $3.00 |
Second
Quarter(1) | | | $12.00 | | | $3.60 |
Third
Quarter(1) | | | $12.00 | | | $1.44 |
Fourth
Quarter(2) | | | $7.68 | | | $2.70 |
2021 | | | | | ||
First
Quarter(3) | | | $10.80 | | | $6.84 |
(1) | The high and low bid prices for this quarter were reported by the OTCQB marketplace. |
(2) | The high and low bid prices for this quarter were reported by the OTCQB & OTCQX marketplaces. |
(3) | The high and low bid prices for this quarter were reported by the OTCQX marketplace. |
• | an actual basis (as adjusted for the
reverse stock split of 1-for-6); and |
• | on a pro forma basis (as adjusted for the reverse stock split of 1-for-6) to reflect, based on an assumed offering price of $9.00 per share of common stock, (i) the issuance of 5,768,517 shares of our common stock upon the conversion of all of the shares of Series F Preferred Stock outstanding as of March 31, 2021 and (ii) the issuance of 2,763,455 shares of common stock upon conversion of our outstanding convertible notes, based upon the terms of the outstanding convertible notes as of March 31, 2021; and |
• | on a pro forma as
adjusted basis to give effect to the sale and issuance of 4,500,000 shares of common stock offered by us in this offering, based on the assumed public offering price of $9.00 per share, after deducting the underwriting discounts and commissions and estimated offering expenses. |
| | As
of March 31, 2021 | |||||||
In thousands (except shares) | | | Actual | | | Pro
Forma | | | Pro Forma As Adjusted(1) |
Cash
and cash equivalents | | | $4,298 | | | $4,298 | | | $41,163 |
| | | | | | ||||
Long-term
debt, including current maturities: | | | | | | | |||
Loans
and line of credit, net | | | $10,628 | | | $10,628 | | | $10,628 |
Notes
payable, net | | | $19,609 | | | $— | | | $— |
PPP
Loans | | | $852 | | | $852 | | | $852 |
Total
debt, net of debt issuance costs and discounts | | | $31,089 | | | $11,480 | | | $11,480 |
Warrant
Liability | | | $46,333 | | | $— | | | $— |
| | | | | | ||||
Stockholders’
Deficit: | | | | | | | |||
Common
stock, $0.001 par value, 200,000,000 shares authorized | | | $11 | | | $20 | | | $24 |
Series
F Preferred Stock, $0.001 par value, 30,000 shares authorized | | | $— | | | $— | | | $— |
Additional
paid-in capital | | | $240,902 | | | $308,305 | | | $345,166 |
Accumulated
deficit | | | $(273,893) | | | $(275,363) | | | $(275,363) |
Total
stockholders’ (deficit) equity | | | $(32,980) | | | $32,962 | | | $69,827 |
Total
capitalization | | | $44,442 | | | $44,442 | | | $81,307 |
(1) | Each $1.00 increase or decrease in the assumed public offering price of $9.00 per share would increase or decrease, as applicable, the net proceeds to us from the sale of shares of our common stock in this offering by $4.2 million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same (assuming no exercise of the underwriter’s over-allotment option) and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase or decrease of 500,000 shares in the number of shares offered by us would increase or decrease, as applicable, the net
proceeds to us from the sale of shares of our common stock in this offering by approximately $4.2 million, assuming the assumed public offering price of $9.00 remains the same and after deducting underwriting discounts and commissions and estimated offering expenses payable by us. |
• | 2,191,812 shares of our common stock issuable upon the exercise of stock options outstanding as of March 31, 2021, at a weighted average exercise price of $6.36 per share; |
• | 10,145,697 shares of our common stock issuable upon the exercise of warrants outstanding as of March 31, 2021, at a weighted average exercise price of $7.08 per share; and |
• | 58,188 shares of our common stock reserved for future issuance under our Amended and Restated 2019 Equity Incentive Plan as well as any automatic increases in
the number of shares of our common stock reserved for future issuance under our plan. |
Assumed public offering price per share | | | | | $9.00 | |
Net
tangible book deficit per share as of March 31, 2021 | | | $ | | | (5.85) |
Pro
forma net tangible book value per share as of March 31, 2021 including the conversion of Series F Preferred Stock and notes payable before this offering | | | | | $0.08 | |
Increase
in net tangible book value per share attributable to this offering | | | | | $1.52 | |
Pro
forma net tangible book value per share after the offering | | | $1.60 | | | |
Dilution
per share to new investors participating in the offering | | | | | $7.40 |
• | 2,191,812 shares of our common stock issuable upon the exercise of stock options outstanding as of March 31, 2021, at a weighted average exercise price of $6.36 per share; |
• | 10,145,697 shares of
our common stock issuable upon the exercise of warrants outstanding as of March 31, 2021, at a weighted average exercise price of $7.08 per share; and |
• | 58,188 shares of our common stock reserved for future issuance under our Amended and Restated 2019 Equity Incentive Plan as well as any automatic increases in the number of shares of our common stock reserved for future issuance under our plan. |
| | Three
Months Ended March 31, | | | | | ||||||
| | 2021 | | | 2020 | | | Change | | | % | |
Net
sales | | | $10,830 | | | $12,226 | | | $(1,396) | | | (11)% |
Cost
of goods sold | | | 6,556 | | | 8,069 | | | (1,513) | | | (19)% |
Gross
profit | | | $4,274 | | | $4,157 | | | $117 | | | 3% |
Operating
expenses: | | | | | | | | | ||||
General
and administrative | | | $4,551 | | | $8,246 | | | $(3,695) | | | (45)% |
Share-based
compensation | | | 2,525 | | | 2,484 | | | 41 | | | 2% |
Sales
and marketing | | | 2,336 | | | 1,959 | | | 377 | | | 19% |
Total
operating expenses | | | $9,412 | | | $12,689 | | | $(3,277) | | | (26)% |
Loss
from operations | | | $(5,138) | | | $(8,532) | | | $3,394 | | | (40)% |
| | Three
Months Ended March 31, | ||||||||||
| | 2021 | | | 2020 | |||||||
E-commerce | | | $4,010 | | | 37% | | | $4,481 | | | 37% |
Brick
& Mortar | | | 1,894 | | | 18% | | | 2,897 | | | 23% |
DTC | | | 2,436 | | | 22% | | | 2,804 | | | 23% |
International | | | 2,490 | | | 23% | | | 2,044 | | | 17% |
Net
Sales | | | $10,830 | | | 100% | | | $12,226 | | | 100% |
| | Years
Ended December 31, | | | Change | |||||||
| | 2020 | | | 2019 | | | $ | | | % | |
Net
sales | | | $42,590 | | | $15,577 | | | $27,013 | | | 173% |
Cost
of goods sold | | | 26,491 | | | 9,717 | | | 16,774 | | | 173% |
Gross
profit | | | 16,099 | | | 5,860 | | | 10,239 | | | 175% |
Operating
expenses: | | | | | | | | | ||||
General
and administrative | | | 26,589 | | | 20,879 | | | 5,710 | | | 27% |
Share-based
compensation | | | 8,940 | | | 10,280 | | | (1,340) | | | (13)% |
Sales
and marketing | | | 7,892 | | | 10,138 | | | (2,246) | | | (22)% |
Impairment
of intangible asset | | | — | | | 889 | | | (889) | | | (100)% |
Total
operating expenses | | | 43,421 | | | 42,186 | | | 1,235 | | | 3% |
Loss
from operations | | | $(27,322) | | | $(36,326) | | | $9,004 | | | (25)% |
| | Years
Ended December 31, | ||||||||||
| | 2020 | | | 2019 | |||||||
E-commerce | | | $14,218 | | | 34% | | | $1,952 | | | 13% |
Brick
& Mortar | | | 8,982 | | | 21% | | | 194 | | | 1% |
DTC | | | 10,778 | | | 25% | | | 13,392 | | | 86% |
International | | | 8,612 | | | 20% | | | 39 | | | —% |
Net
Sales | | | $42,590 | | | 100% | | | $15,577 | | | 100% |
| | Three
Months Ended March 31, | | | Year Ended December 31, | |||||||
| | 2021 | | | 2020 | | | 2020 | | | 2019 | |
Cash
flows (used in) provided by: | | | | | | | | | ||||
| | $(2,325) | | | $(1,159) | | | $(7,505) | | | $(20,969) | |
Investing
activities | | | — | | | (8) | | | (151) | | | (20,207) |
Financing
activities | | | 2,697 | | | 500 | | | 9,111 | | | 39,764 |
Net
increase (decrease) in cash and cash equivalents | | | $372 | | | $(667) | | | $1,455 | | | $(1,412) |
• | Portfolio of Established Premium and Super-Premium Pet Brands With a History of Success. We believe that both the Halo and Trudog brands are well positioned to take advantage of pet parents’ increasing desire to feed only the highest quality ingredients to their pets, and that there will continue to be innovative opportunities for brand consolidation over time. Today, the Halo and TruDog brands are focused on serving consumers in the United States, Canada and select Asian markets including China. |
• | Online
Recurring Revenue Represents Significant Percentage of Total Sales. We believe that customers who purchase products on a monthly subscription tend to be high value, long-term customers. In order to increase the number of customers that subscribe to purchase our products, we offer incentives alongside our E-Commerce partners, which often take the form of a discounted initial subscription order and a small discount on each subsequent purchase. In the first quarter of 2021, 63% of end-consumer sales on Chewy were placed by subscribers, 39% of end-consumer sales on Amazon were placed by subscribers and 48% of DTC sales made on our website were placed by subscribers. In the aggregate, more than 30% of Better Choice’s total sales in the first quarter of 2021 can be attributed to end-customer subscription. According to Packaged Facts, roughly one third
of pet food purchases made online were placed via subscription, indicating that this is a relative competitive strength. |
• | Exposure to Fastest Growing Sub-Sectors of Premium Pet. Freeze-dried raw dog food is one of the fastest growing sub-categories of premium pet food, with Packaged Facts reporting 39% year-over-year growth in the sub-category in 2019. According to Packaged Facts’ March 2020 Consumer Survey, 4% of pet owners are using vegetarian formulations, with a growing percentage of consumers focused on ingredients that are sustainably sourced and utilized. We believe we are well positioned to take advantage of these growing sub-sectors through Halo’s successful line of freeze-dried treats for dogs and cats and a growing line of award-winning vegan products for dogs and TruDog’s ultra-premium,
freeze-dried raw dog food, which represents a majority of its sales. |
• | Asset Light Model with Established Long Term Co-Manufacturing Partners. Our products are manufactured by an established network of co-manufacturers in partnership with Better Choice. The Company has maintained each of its key co-packing relationships for more than four years, with certain relationships in place for more than 10 years. Four co-manufactures account for more than 95% of our food and treat related purchases and all
of our core products are co-manufactured in the United States. Our products meet stringent requirements to ensure compliance with required and voluntary regulatory groups, including AAFCO, the Marine Stewardship Council (MSC) and the Global Animal Partnership (GAP). In addition, we constantly evaluate the capabilities of our co-manufactures to ensure continuity of supply in addition to holding what we believe are sufficient safety stocks of product on hand in the event of supply chain disruptions. |
• | Rapidly Growing International Presence. In 2020, the Halo brand achieved $8.6 million in sales, representing 95% growth year-over-year. We believe that growth in Asia is fueled by increasing levels of economic financial status and demand for premium and super-premium, western manufactured products,
with our sales currently concentrated in the high growth markets of China, Korea, Japan and Taiwan. |
• | Key Competitive Advantages in Chinese Market. In 2020, 48% of our international sales were made in China. We believe several factors give us an advantage in China relative to our competition, including that (1) we have secured approval from the Chinese Ministry of Agriculture to sell 15 dry diets in mainland China, which is typically a multi-year process for first time applicants; (2) we have a multi-year distribution partner in Penefit, with a dedicated team of more than 20 individuals in-country that are focused solely on selling the Halo brand; and (3) we have established supply chain partners with whitelisted approval to import product. |
• | Executive
Team Purpose Built for Success in Pet Industry. Our executive team has over 50 years of combined experience in the Pet Industry, and has led multiple brands, such as Nutro, Merrick and Solid Gold, to successful exits. |
• | Strong Innovation Pipeline. We have a robust and growing pipeline of new products, and believe our size is an advantage – we are nimble enough to quickly bring new products to market, but large enough to benefit from strong existing customer relationships and established economies of scale with our co-manufacturers. Most notably, in 2022 we plan to introduce a new Halo sub-brand for pet specialty
stores, an update to our existing Halo Holistic sub-brand and an expansion of our vegan and freeze-dried lines. |
• | Ability to Leverage Differentiated Omni-Channel Strategy for Growth. We believe that we can leverage our differentiated omni-channel strategy to design and sell products purpose-built for success in specific channels while maintaining our ability to leverage marketing and sales resources cross-channel. We believe that this strategy will allow us to deliver on core consumer needs, maximize gross margin and respond to changing channel dynamics that have accelerated because of the COVID-19 pandemic. For example, we can take learnings from the online environment, which represented 59% of our 2020 sales, to the offline environment, which we see as poised for growth at pet specialty stores
in 2022. This approach will be under a single banner brand, Halo. |
• | Capitalize on continuing trends of pet humanization. We believe our combination of innovative products designed specifically for certain channels can assist our growth to become a leader in the premium and super-premium categories across dog and cat food. With an average of more than $500 spent annually on pet food per pet owning household and the number of pet owning households increasing, we believe that the super-premium sub-category is poised to be among the fastest growing segments of pet care spending. |
• | Well Positioned to Capitalize On a Once-in-a-Generation
Demographic Shift in China. We believe that China represents the largest macro-growth opportunity in the global pet food industry. In China, the number of households that own a pet has doubled in the last five years, with younger pet owners leading growth. Even though the absolute number of Chinese households that own a pet recently surpassed that same figure in the US, only 20% of Chinese households own a pet, compared to 67% in the United States. This has translated to a 28% annual growth rate in the premium dry cat food market, and a 20% annual growth rate in the dry dog food market. In 2020, more than 50% of Chinese consumers that purchased our products were born after 1990, and approximately 80% made those purchases online. |
• | Ability to Pursue Strategic Acquisitions. In 2019, we successfully closed the Halo and TruPet acquisitions. We remain committed to locating the right assets that meet our investment criteria. Through our longstanding industry contacts we are able to source proprietary opportunities and transactions. Our preference is to maintain the asset light business model we currently operate and identify products and brands that are complementary to our existing portfolio. We have a wide scope of systems in place to ensure
scalable success and reduce integration risk, including a world class enterprise resource planning or ERP system, NetSuite, a fully scaled and outsourced IT provider (Chelsea Technologies) and a platform to effectively meet public company reporting requirements (Workiva). Furthermore, our public company structure has historically enabled Better Choice to offer transaction consideration in the form of cash and stock. We have a robust pipeline of potential acquisitions which we expect to pursue in the form of pre-process and direct founder dialogue discussions. |
• | restrictions on the marketing or manufacturing of a product; |
• | required
modification of promotional materials or issuance of corrective marketing information; |
• | issuance of safety alerts, press releases, or other communications containing warnings or other safety information about a product; |
• | warning or untitled letters; |
• | product seizure or detention; |
• | refusal
to permit the import or export of products; |
• | fines, injunctions, or consent decrees; and |
• | imposition of civil or criminal penalties. |
Name | | | Age | | | Position |
| | 49 | | | Chief Executive Officer | |
Sharla
Cook | | | 40 | | | Chief Financial Officer |
Donald
Young | | | 57 | | | Executive Vice President, Sales |
Robert
Sauermann | | | 29 | | | Executive Vice President, Strategy |
Michael
Young | | | 42 | | | Chairman of the Board of Directors |
Jeff
D. Davis | | | 60 | | | Director |
Gil
Fronzaglia | | | 59 | | | Director |
Lori
Taylor | | | 51 | | | Director |
John
M. Word III | | | 71 | | | Director |
Name and Principal Position | | | Year(1) | | | Salary
($) | | | Bonus ($) | | | Stock Awards
($) | | | Option Awards ($)(2) | | | Non-Equity
Incentive Plan Compensation ($) | | | All Other Compensation
($) | | | Total ($) |
Werner von Pein(3) Chief
Executive Officer | | | 2020 | | | $316,712 | | | $103,087 | | | $0 | | | $367,196 | | | $0 | | | $39,175 | | | $826,170 |
Sharla
Cook(4) Chief Financial Officer | | | 2020 | | | $143,562 | | | $45,313 | | | $0 | | | $79,721 | | | $0 | | | $3,385 | | | $271,981 |
Damian
Dalla-Longa(5) Executive Vice President, Capital Markets and Corporate Development | | | 2020 | | | $291,644 | | | $56,642 | | | $0 | | | $106,571 | | | $0 | | | $0 | | | $454,857 |
| 2019 | | | $192,857 | | | $100,000 | | | $600,000 | | | $3,572,699 | | | $0 | | | $0 | | | $4,465,556 | ||
Anthony
Santarsiero(6) Executive Vice President, Direct to Consumer | | | 2020 | | | $250,000 | | | $56,642 | | | $0 | | | $74,013 | | | $0 | | | $8,414 | | | $389,069 |
| 2019 | | | $166,047 | | | $25,000 | | | $0 | | | $3,077,101 | | | $0 | | | $5,740 | | | $3,273,888 | ||
Robert
Sauermann(7) Executive Vice President, Strategy & Finance | | | 2020 | | | $216,712 | | | $50,977 | | | $0 | | | $56,131 | | | $0 | | | $6,501 | | | $330,321 |
Andreas
Schulmeyer(8) Former Chief Financial Officer | | | 2020 | | | $97,945 | | | $0 | | | $5,956 | | | $174,327 | | | $0 | | | $3,556 | | | $281,784 |
| 2019 | | | $105,769 | | | $0 | | | $0 | | | $1,877,285 | | | $0 | | | $37,011 | | | $2,020,065 |
(1) | Ms. Cook commenced employment with us in April 2020 and was appointed as our Chief Financial Officer in October 2020. Mr. Schulmeyer’s employment with us terminated on May 22, 2020 and Mr. von Pein’s employment terminated on December 31, 2020. |
(2) | The values in this column reflect for 2019 awards the aggregate grant date fair value of the stock option awards and the incremental value due to the repricings on December 19, 2019 and October 1, 2020 as computed in accordance with ASC
Topic 718. The value of stock options granted subsequent to October 1, 2020 are based on their aggregate grant date fair values in accordance with ASC Topic 718. See “Note 15 – Share-based compensation” to our audited consolidated financial statements for the year ended December 31, 2020 included in this prospectus for further information on the fair value of stock option awards. |
(3) | Mr. von Pein received (i) $6,297 in car allowance payments, (ii) $2,752 in auto insurance payments (iii) $20,625 in housing allowance payments and (iv) $9,501 in matching 401(k) payments. On December 28, 2020, we entered into an agreement with Mr. von Pein pursuant to which he retired
from his role as Chief Executive Officer of the Company effective on December 31, 2020. |
(4) | Ms. Cook received $3,385 in matching 401(k) payments. |
(5) | During 2019, Mr. Dalla-Longa received (i) a signing bonus of $100,000 as per his employment contract with Better Choice, and (ii) an award of 16,667 shares in lieu of the change of control payment contained in his Bona Vida employment contract.
On February 5, 2020, Mr. Dalla-Longa resigned as our Chief Executive Officer and was simultaneously appointed to Executive Vice President, Corporate Development. Mr. Dalla-Longa separated from the Company February 8, 2021. |
(6) | During 2020, Mr. Santarsiero received $8,414 in matching 401(k) payments. During 2019, Mr. Santarsiero received (i) a signing bonus of $25,000 as per his employment contract and (ii) $5,740 in matching 401(k) payments. Mr. Santarsiero separated from the
Company on February 1, 2021. |
(7) | During 2020, Mr. Sauermann received $6,501 in matching 401(k) payments. |
(8) | During 2020, Mr. Schulmeyer received (i) $5,956 in restricted stock awards for services performed and (ii) $3,556 in matching 401(k) payments. During 2019, Mr. Schulmeyer received (i) $32,876 in compensation for work prior to joining the Company and (ii) $4,135 in matching 401(k) payments. On May 8, 2020, we entered into an agreement with Mr. Schulmeyer pursuant to which he
resigned as our Chief Financial Officer effective on May 22, 2020. |
• | “cause” means (i) any act of personal dishonesty taken by the Executive in connection with their responsibilities as an employee which is intended to result in personal enrichment of the Executive, (ii) the Executive’s conviction of a felony that the Board of Directors reasonably believes has had or will have a material detrimental
effect on the Company’s reputation or business, (iii) a willful act by the Executive that constitutes misconduct and is injurious to the Company, including without limitation any breach of Section 11 hereof, and (iv) continued willful violations by the Executive of the Executive’s obligations to the Company for a period of thirty (30) days after there has been delivered to the Executive a written demand for performance from the Company which describes the basis for the Company’s belief that the Executive has not substantially performed their
duties. |
• | “good reason” shall exist if one or more of the following circumstances exists uncured for a period of thirty (30) days after the Executive has notified the Company of the existence of such circumstance(s) after a merger: (i) without the Executive’s express written consent, a significant reduction of the Executive’s duties, position or responsibilities relative to the Executive’s duties, position or responsibilities in effect immediately prior to such reduction, or the removal of the Executive from such position, duties, and responsibilities, unless the Executive is provided with comparable duties, position and responsibilities, it being understood that the Executive shall not be deemed to have been removed from such
position if and as long as the Executive shall be offered or shall have an executive position within their area of experience or expertise; (ii) without the Executive’s express written consent, a substantial reduction, without good business reasons, of the facilities and tools (including office space and location) available to the Executive immediately prior to such reduction; (iii) a reduction by the Company of the Executive’s base salary as in effect immediately prior to such reduction; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Executive is entitled immediately prior to such a reduction with the result that the Executive’s overall benefits package is significantly reduced; or (v) without the Executive’s express written consent, the relocation
of the Executive to a facility or a location more than fifty (50) miles from their then-current location. |
Named Executive Officer | | | Annual Base Salary |
Werner
von Pein | | | $325,000(1) |
Sharla Cook | | | $200,000 |
Damian
Dalla-Longa | | | $250,000(2) |
Anthony Santarsiero | | | $250,000 |
Robert
Sauermann | | | $225,000(3) |
Andreas Schulmeyer | | | $250,000 |
(1) | Increased from $300,000 effective May 1, 2020. |
(2) | Decreased from $300,000 effective November 1, 2020. |
(3) | Increased from $200,000 effective May 1, 2020. |
Plan
category | | | Number of Securities to be issued upon exercise of outstanding options, warrants
and rights | | | Weighted average exercise price of outstanding options, warrants and
rights(2) | | | Number of securities remaining available for future issuance under equity compensation plans
(excluding securities reflected in column (a)) |
| | (a) | | | (b) | | | (c) | |
Equity
compensation plans approved by stockholders(1) | | | 2,201,293 | | | $6.42 | | | 48,707 |
Total | | | 2,201,293 | | | $6.42 | | | 48,707 |
(1) | The Amended and Restated 2019 Incentive Award Plan provides for an annual increase on the first day of each calendar year beginning on January 1, 2020 and ending on and including January 1, 2029, equal to the lesser of (A) 10% of the shares of common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of common stock as determined by the Board. |
| | Option
Awards | |||||||||||||
Name | | | Number of Securities Underlying Unexercised
Options (#) Exercisable | | | Number of Securities Underlying
Unexercised Options (#) Unexercisable | | | Equity Incentive Plan
Awards: Number of Securities Underlying Unexercised Unearned Options
(#) | | | Option Exercise Price ($) | | | Option
Expiration Date |
Werner von Pein | | | 95,834 | | | (a) | | | — | | | $3.60 | | | (a) |
| | — | | | —(b) | | | 33,334 | | | $3.60 | | | 4/13/2030 | |
Damian
Dalla-Longa | | | 158,334 | | | —(c) | | | 50,000 | | | (c) | | | (c) |
Robert
Sauermann | | | 22,223 | | | —(d) | | | 61,112 | | | $3.60 | | | (d) |
Anthony
Santarsiero | | | 140,278 | | | —(e) | | | 43,056 | | | $3.60 | | | (e) |
(a) | Options to vest as to 1/3rd of the shares on the first anniversary of the grant date and 1/36th of the shares to vest monthly thereafter. Mr. von Pein’s options were granted at various times as shown below: |
• | 100,000 options were issued on December 19, 2019 at $3.60 and expire on December 19, 2029. |
• | 16,667
options were issued on October 8, 2020 at $3.60 and expire on October 8, 2030. |
• | Mr. von Pein retired from the Company on December 28, 2020 at which time 75% of Mr. von Pein’s unvested options became fully vested per the separation agreement by and between the Company and Mr. von Pein. |
(b) | Options to vest as to 1/3rd of the shares on the first anniversary
of the grant date and 1/36th of the shares to vest monthly thereafter. Ms. Cook’s options were granted as shown below: |
• | 33,334 options were issued on April 13, 2020 at $3.60. |
(c) | Options to vest as follows: |
• | 200,000 options were issued on May 2, 2019 at $3.60 and expire on May 2, 2029. Options to vest on a monthly basis over a two year period (1/24th of award per month). |
• | 8,334 options were issued on November 1, 2020 at $4.92 and expire on November 1, 2030. Options to vest as to 1/3rd of the shares on the first anniversary of the grant date and 1/36th of the shares to vest monthly thereafter. |
(d) | Options to vest as to 1/3rd of the shares on the first anniversary of the grant date and 1/36th of the shares to vest monthly thereafter. Mr. Sauermann’s options were granted at various times as shown below: |
• | 66,667 options
were issued on December 19, 2019 at $3.60 and expire on December 19, 2029. |
• | 16,667 options were issued on October 8, 2020 at $3.60 and expire October 8, 2030. |
(e) | Options to vest as follows: |
• | 166,667 options were issued on May 2, 2019 at $3.60 and expire May 2,
2029. Options to vest on a monthly basis over a two year period (1/24th of award per month). |
• | 16,667 options were issued on December 19, 2019 at $3.60 and expire December 19, 2029. Options to vest on a monthly basis over a two year period (1/24th of award per month). |
Name | | | Fees Earned or Paid
in Cash | | | Stock Awards | | | Option
Awards(1) | | | Non-equity Incentive Plan Compensation | | | All
Other Compensation(2) | | | Total Compensation |
Michael Young | | | $— | | | $— | | | $33,988 | | | $— | | | $— | | | $33,988 |
Jeff
Davis | | | $— | | | $— | | | $33,988 | | | $— | | | $— | | | $33,988 |
Michael
Close | | | $— | | | $150,000 | | | $— | | | $— | | | $510,469 | | | $660,469 |
Clinton
Gee | | | $— | | | $150,000 | | | $— | | | $— | | | $510,469 | | | $660,469 |
Lori
Taylor | | | $— | | | $— | | | $78,173 | | | $— | | | $— | | | $78,173 |
John
Word | | | $— | | | $150,000 | | | $— | | | $— | | | $— | | | $150,000 |
(1) | The values in this column reflect for 2019 awards the aggregate grant date fair value of the stock option awards and the incremental value due to the repricings on December 19, 2019 and October 1, 2020 as computed in accordance with ASC Topic 718. The value of stock options |
(2) | Includes
compensation expense related to warrants issued in connection with the June 2020 Notes and Citizens ABL Facility. See “Note 11 – Warrants” to our audited consolidated financial statements for the year ended December 31, 2020 included in this prospectus for more information. |
Name | | | Options
Outstanding at Fiscal Year End |
Michael Young | | | 86,539 |
Jeff
Davis | | | 83,334 |
Michael Close | | | — |
Clinton
Gee | | | — |
Lori Taylor | | | 191,667 |
John
Word | | | — |
| | Amount
and Nature of Beneficial Ownership(1) | ||||
| | Common Stock | | | % | |
Name
of Beneficial Owner | | | | | ||
Holders
of More than 5% | | | | | ||
Thriving Paws LLC(2) 750
E Main Street, Suite 600 | | | 568,148 | | | 5.1% |
HH-Halo
LP(3) 2200 Ross Avenue, 50th Floor | | | 554,493 | | | 5.0% |
Edward
J. Brown Jr TTEE(4) 20 Boulder View | | | 3,816,816 | | | 34.4% |
Directors
and Executive Officers | | | | | ||
Scott
Lerner(5) | | | 8,000 | | | * |
Donald
Young(6) | | | 45,934 | | | * |
Robert
Sauermann(7) | | | 115,928 | | | 1.0% |
Sharla
Cook(8) | | | 20,556 | | | * |
Michael
Young(9) | | | 632,632 | | | 5.7% |
John
M. Word III(10) | | | 5,520,453 | | | 49.8% |
Gil
Fronzaglia(11) | | | 0 | | | * |
Jeff
Davis(12) | | | 83,334 | | | * |
Lori
Taylor(13) | | | 1,347,005 | | | 12.1% |
All
directors and executive officers as a group (9 persons) | | | 7,773,842 | | | 70.1% |
∗ | Represents less than 1% of the number of shares of our common stock outstanding. |
(1) | Beneficial ownership of shares and percentage ownership are determined in accordance with the SEC’s rules. In calculating the number of shares beneficially owned by an individual or entity and the percentage ownership of that individual or entity, shares underlying options, warrants or restricted stock units held by that individual or entity that are either currently exercisable or exercisable within 60 days from the date hereof are deemed outstanding. These shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other individual or entity.
Unless otherwise indicated and subject to community property laws where applicable, the individuals and entities named in the table above have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them. |
(2) | Includes (i) 314,165 shares of common stock and (ii) 253,984 shares of common stock underlying subordinated convertible notes exercisable within 60 days of June 11, 2021. The holder disclaims beneficial ownership of 51,166 shares of common stock underlying warrants due to beneficial ownership limitations. Thriving Paws, LLC (“Thriving Paws”) is controlled by Pegasus Partners III, L.P. (“PP III”). PP III is managed by Pegasus Capital Advisors III, L.P. (“PCA III”), which is controlled, indirectly,
by Craig Cogut. As a result of the foregoing, each of Mr. Cogut, PCA III and PP III may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of common stock beneficially owned by Thriving Paws. |
(3) | Includes (i) 38,830 shares of common stock and (ii) 515,663 shares of common stock underlying subordinated convertible notes exercisable within 60 days of June 11, 2021. The holder disclaims beneficial ownership of 103,882 shares of common stock underlying warrants due to beneficial ownership limitations. Thomas O. Hicks is the managing member of HEP Partners LLC, which is the investment manager of HH-Halo LP (“HH-Halo”), and consequently has voting control and investment discretion
over securities held by HH-Halo. Mack H. Hicks is the manager of HH-Halo GP LLC, which is the general partner of HH-Halo GP LP, the general partner of HH-Halo. As a result of the foregoing, each of Thomas O. Hicks and Mack H. Hicks may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended) of the shares of common stock beneficially owned by HH-Halo. Each of Thomas O. Hicks and Mack H. Hicks disclaims beneficial ownership of such shares. |
(4) | Includes (i) 130,000 shares of common stock, (ii) 255,899 shares of common stock underlying subordinated convertible notes exercisable within 60 days of June 11, 2021, (iii) 1,764,250 shares of common stock underlying warrants exercisable within 60 days of June 11, 2021 and (iv) 1,666,667 shares of common stock underlying preferred stock convertible within 60 days of June 11, 2021.
Edward Brown may be deemed to have beneficial ownership of such shares. |
(5) | Includes (i) 4,000 shares of common stock and (ii) 4,000 shares of common stock underlying warrants exercisable within 60 days of June 11, 2021. |
(6) | Includes (i) 35,934 shares of common stock and (ii) 10,000 shares of common stock underlying warrants exercisable within 60 days of June 11, 2021. |
(7) | Includes (i) 3,334 shares of common stock,
(ii) 37,870 shares of common stock underlying warrants exercisable within 60 days of June 11, 2021, (iii) 33,334 shares of common stock underlying preferred stock convertible within 60 days of June 11, 2021, (iv) 6,207 shares of common stock underlying subordinated convertible notes exercisable within 60 days of June 11, 2021 and (v) 35,186 shares of common stock underlying options exercisable within 60 days of June 11, 2021. |
(8) | Includes (i) 3,334 shares of common stock underlying warrants exercisable within 60 days of June 11, 2021, (ii) 3,334 shares of common stock underlying
preferred stock convertible within 60 days of June 11, 2021 and 13,889 shares of common stock underlying options exercisable within 60 days of June 11, 2021. |
(9) | Includes (i) 526,927 shares of common stock, (ii) 86,539 shares of common stock underlying options exercisable within 60 days of June 11, 2021, (iii) 19,167 shares of common stock held by Cottingham Capital Partners LLC, which is managed by Mr. Young. Mr. Young disclaims beneficial ownership of (i) 60,834 shares of common stock underlying warrants due to beneficial ownership limitations. |
(10) | Includes
(i) 901,138 shares of common stock, (ii) 255,899 shares of common stock underlying subordinated convertible notes exercisable within 60 days of June 11, 2021, (iii) 2,696,750 shares of common stock underlying warrants exercisable within 60 days of June 11, 2021 and (iv) 1,666,667 shares of common stock underlying preferred stock convertible within 60 days of June 11, 2021. |
(11) | Mr. Fronzaglia has 13,334 shares of common stock underlying options outstanding, none of which are exercisable within 60 days of June 11, 2021 |
(12) | Includes
(i) 83,334 shares of common stock underling options exercisable within 60 days of June 11, 2021. |
(13) | Includes (i) 938,672 shares of common stock held directly by Blue Sky Holdings Trust which are beneficially owned by Lori Taylor, (ii) 191,667 shares of common stock underlying options exercisable within 60 days of June 11, 2021 held directly by Ms. Taylor and (iii) 216,667 shares of common stock underlying warrants held directly by Ms. Taylor. Ms. Taylor is the trustee, compliance officer, and protector of Blue Sky Holdings Trust. |
• | any person who is, or at any time during the applicable period was, one of our executive officers, one of our directors, or a nominee to become one of our directors; |
• | any person who is known by us to be the beneficial owner of more than 5.0% of any class of our voting securities; |
• | any
immediate family member of any of the foregoing persons, which means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of a director, executive officer or a beneficial owner of more than 5.0% of any class of our voting securities, and any person (other than a tenant or employee) sharing the household of such director, executive officer or beneficial owner of more than 5.0% of any class of our voting securities; and |
• | any firm, corporation or other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar position or in which such person has a 5% or greater beneficial ownership interest in any class of the Company’s voting securities. |
• | 200,000,000
shares of common stock, $0.001 par value per share; and |
• | 4,000,000 shares of preferred stock, $0.001 par value per share, of which 30,000 shares are designated as of Series F Preferred Stock preferred stock. |
• | for any breach of their duty of loyalty to us or our stockholders; |
• | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
• | for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or |
• | for
any transaction from which the director derived an improper personal benefit. |
• | beginning on the date of this prospectus, all [ ] shares of our common stock sold in this offering will be immediately available
for sale in the public market; and |
• | beginning 181 days after the date of this prospectus, approximately [ ] additional shares of common stock may become eligible for sale in the public market upon the satisfaction of certain conditions as set forth in the section titled “Lock-Up Agreements” and the volume and other restrictions of Rule 144, as described below. |
• | 1% of the number of shares of our common stock then outstanding, which will equal approximately shares immediately after completion of this offering; or |
• | the average weekly trading volume in our common stock on the NYSE American during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale. |
• | Registration Rights Agreement, dated May 6, 2019, by and among the Company and the persons listed on the signature pages thereto in connection with the May 2019 private placement, as amended by that certain First Amendment to Registration Rights Agreement, dated June 10, 2019, by and among the Company and the stockholders party thereto; |
• | Registration
Rights Agreement, dated as of May 6, 2019, by and among Better Choice Company Inc. and the former stockholders of Bona Vida listed on the signature pages thereto; |
• | Registration Rights Agreement, dated as of May 6, 2019, by and among Better Choice Company Inc. and the former member of TruPet listed on the signature pages thereto; |
• | Registration Rights
Agreement by and among the Company and the persons listed on the signature pages thereto in connection with the November 2019 private placement; |
• | Registration Rights Agreement by and among the Company and the persons listed on the signature pages thereto in connection with the June 2020 private placement; |
• | Registration Rights
Agreement by and among the Company and the persons listed on the signature pages thereto in connection with the October 2020 Series F Private Placement, as amended by that certain First Amendment to Registration Rights Agreement; and |
• | Registration Rights Agreement by and among the Company and the persons listed on the signature pages thereto in connection with the January 2021 Private Placement. |
| | Number of Shares | |
D.A.
Davidson & Co. | | | |
Roth Capital Partners, LLC | | | |
| | ||
Total | | |
• | our results of operations; |
• | our current financial condition; |
• | our future prospects; |
• | our management; |
• | recently
quoted prices of our common stock on OTCQX; |
• | the economic conditions in and future prospects for the industry in which we compete; and |
• | other factors we and the representative deem relevant. |
| | Total
Per Share | | | Without Option to Purchase Additional Shares | | | With
Option to Purchase Additional Shares | |
Initial public offering price | | | | | | | |||
Underwriting
discounts and commissions | | | | | | | |||
Proceeds,
before estimated expenses, to us | | | | | | |
a. | to
any legal entity which is a qualified investor as defined under the Prospectus Regulation; |
b. | to fewer than 150 natural or legal persons (other than qualified investors as defined under the Prospectus Regulation), subject to obtaining the prior consent of the underwriter for any such offer; or |
c. | in any other circumstances falling within Article 1(4) of the Prospectus Regulation, |
a. | to
any legal entity which is a qualified investor as defined under the UK Prospectus Regulation; |
b. | to fewer than 150 natural or legal persons (other than qualified investors as defined under the UK Prospectus Regulation), subject to obtaining the prior consent of underwriter for any such offer; or |
c. | at any time in other circumstances falling within section 86 of the FSMA, |
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| | 2021 Unaudited | | | 2020 Audited | |
Assets | | | | | ||
Cash
and cash equivalents | | | $4,298 | | | $3,926 |
Restricted
cash | | | 63 | | | 63 |
Accounts
receivable, net | | | 6,675 | | | 4,631 |
Inventories,
net | | | 4,582 | | | 4,869 |
Prepaid
expenses and other current assets | | | 4,258 | | | 4,074 |
Total
Current Assets | | | 19,876 | | | 17,563 |
Property
and equipment, net | | | 205 | | | 252 |
Right-of-use
assets, operating lease | | | 305 | | | 345 |
Intangible
assets, net | | | 12,732 | | | 13,115 |
Goodwill | | | 18,614 | | | 18,614 |
Other
assets | | | 635 | | | 1,364 |
Total
Assets | | | $52,367 | | | $51,253 |
Liabilities
& Stockholders’ Deficit | | | | | ||
Current Liabilities | | | | | ||
Term
loans, net | | | $628 | | | $7,826 |
PPP
loans | | | 315 | | | 190 |
Other
liabilities | | | 41 | | | 47 |
Accounts
payable | | | 5,221 | | | 3,137 |
Accrued
liabilities | | | 2,090 | | | 3,003 |
Deferred
revenue | | | 257 | | | 350 |
Operating
lease liability | | | 180 | | | 173 |
Warrant
liabilities | | | 46,333 | | | 39,850 |
Total
Current Liabilities | | | 55,065 | | | 54,576 |
Non-current
Liabilities | | | | | ||
Notes
payable, net | | | 19,609 | | | 18,910 |
Term
loans, net | | | 5,219 | | | — |
Lines
of credit, net | | | 4,781 | | | 5,023 |
PPP
loans | | | 537 | | | 662 |
Operating
lease liability | | | 136 | | | 184 |
Total
Non-current Liabilities | | | 30,282 | | | 24,779 |
Total
Liabilities | | | 85,347 | | | 79,355 |
Stockholders’
Deficit | | | | | ||
Common
stock, $0.001 par value, 200,000,000 shares authorized, 66,004,348 and 51,908,398 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | | | 66 | | | 52 |
Series
F Preferred Stock, $0.001 par value, 30,000 shares authorized, 17,306 and 21,754 shares issued and outstanding as of March 31, 2021 and December 31, 2020, respectively | | | — | | | — |
Additional
paid-in capital | | | 240,847 | | | 232,487 |
Accumulated
deficit | | | (273,893) | | | (260,641) |
Total
Stockholders’ Deficit | | | (32,980) | | | (28,102) |
Total
Liabilities and Stockholders’ Deficit | | | $52,367 | | | $51,253 |
| | Three
Months Ended March 31, | ||||
| | 2021 | | | 2020 | |
Net
sales | | | $10,830 | | | $12,226 |
Cost
of goods sold | | | 6,556 | | | 8,069 |
Gross
profit | | | 4,274 | | | 4,157 |
Operating
expenses: | | | | | ||
General and administrative | | | 4,551 | | | 8,245 |
Share-based
compensation | | | 2,525 | | | 2,485 |
Sales
and marketing | | | 2,336 | | | 1,959 |
Total
operating expenses | | | 9,412 | | | 12,689 |
Loss
from operations | | | (5,138) | | | (8,532) |
Other
expense (income): | | | | | ||
Interest expense | | | 835 | | | 2,301 |
Loss
on extinguishment of debt | | | 394 | | | — |
Change
in fair value of warrant liabilities | | | 6,483 | | | (1,379) |
Total
other expense, net | | | 7,712 | | | 922 |
Net
and comprehensive loss | | | (12,850) | | | (9,454) |
Preferred
dividends | | | — | | | 34 |
Net
and comprehensive loss available to common stockholders | | | $(12,850) | | | $(9,488) |
Weighted
average number of shares outstanding, basic and diluted | | | 57,525,054 | | | 48,526,396 |
Loss
per share, basic and diluted | | | $(0.23) | | | $(0.20) |
| | Common
Stock | | | Series F Convertible Preferred Stock | | | Additional
paid-in capital | | | Accumulated deficit | | | Total
Stockholders’ Deficit | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | | |||||||||
Balance
as of December 31, 2020 | | | 51,908,398 | | | $52 | | | 21,754 | | | $— | | | $232,487 | | | $(260,641) | | | $(28,102) |
Shares
and warrants issued pursuant to private placement | | | 3,280,400 | | | 3 | | | — | | | — | | | 4,069 | | | — | | | 4,072 |
Share-based
compensation | | | 105,222 | | | — | | | — | | | — | | | 2,544 | | | — | | | 2,544 |
Warrant
exercises | | | 1,784,298 | | | 2 | | | — | | | — | | | 1,308 | | | — | | | 1,310 |
Shares
issued to third-party for services | | | 30,000 | | | — | | | — | | | — | | | 46 | | | — | | | 46 |
Warrant
modifications | | | — | | | — | | | — | | | 402 | | | (402) | | | — | | | |
Conversion
of Series F shares to common stock | | | 8,896,030 | | | 9 | | | (4,448) | | | — | | | (9) | | | — | | | — |
Net
and comprehensive loss available to common stockholders | | | — | | | — | | | — | | | — | | | — | | | (12,850) | | | (12,850) |
Balance
as of March 31, 2021 | | | 66,004,348 | | | $66 | | | 17,306 | | | $— | | | $240,847 | | | $(273,893) | | | $(32,980) |
| | Common
Stock | | | Additional Paid-In Capital | | | Accumulated
Deficit | | | Total Stockholders’ Deficit | | | Redeemable
Series E Convertible Preferred Stock | |||||||
| | Shares | | | Amount | | | Shares | | | Amount | ||||||||||
Balance
as of December 31, 2019 | | | 47,977,390 | | | $48 | | | $194,150 | | | $(201,269) | | | $(7,071) | | | 1,387,378 | | | $10,566 |
Shares
issued pursuant to a private placement | | | 308,642 | | | — | | | 500 | | | — | | | 500 | | | — | | | — |
Share-based
compensation | | | 455,956 | | | 1 | | | 2,484 | | | — | | | 2,485 | | | — | | | — |
Shares
and warrants issued to third party for contract termination | | | 72,720 | | | — | | | 198 | | | — | | | 198 | | | — | | | — |
Shares
issued to third parties for services | | | 125,000 | | | — | | | 125 | | | — | | | 125 | | | — | | | — |
Warrants
issued to third parties for services | | | — | | | — | | | 2,594 | | | — | | | 2,594 | | | — | | | — |
Net
and comprehensive loss available to common stockholders | | | — | | | — | | | — | | | (9,488) | | | (9,488) | | | — | | | — |
Balance
as of March 31, 2020 | | | 48,939,708 | | | $49 | | | $200,051 | | | $(210,757) | | | $(10,657) | | | 1,387,378 | | | $10,566 |
| | Three
Months Ended | ||||
| | 2021 | | | 2020 | |
Cash
Flow from Operating Activities: | | | | | ||
Net
and comprehensive loss available to common stockholders | | | $(12,850) | | | $(9,488) |
Adjustments
to reconcile net and comprehensive loss to net cash used in operating activities: | | | | | ||
Shares
and warrants issued to third parties for services | | | 46 | | | 2,792 |
Depreciation
and amortization | | | 411 | | | 457 |
Amortization
of debt issuance costs and discounts | | | 161 | | | 1,090 |
Share-based
compensation | | | 2,544 | | | 2,485 |
Change
in fair value of warrant liabilities | | | 6,483 | | | (1,379) |
Payment
In Kind (PIK) interest expense on notes payable | | | 548 | | | 459 |
Other | | | (92) | | | 644 |
Changes
in operating assets and liabilities: | | | | | ||
Accounts
receivable, net | | | (2,044) | | | (297) |
Inventories,
net | | | 287 | | | 1,818 |
Prepaid
expenses and other assets | | | 545 | | | 5 |
Accounts
payable and accrued liabilities | | | 1,735 | | | 26 |
Other | | | (99) | | | 229 |
Cash
Used in Operating Activities | | | $(2,325) | | | $(1,159) |
| | | | |||
Cash
Flow from Investing Activities | | | | | ||
Acquisition
of property and equipment | | | $— | | | $(8) |
Cash
Used in Investing Activities | | | $— | | | $(8) |
| | | | |||
Cash
Flow from Financing Activities | | | | | ||
Proceeds
from shares and warrants issued pursuant to private placement, net | | | $4,012 | | | $— |
Proceeds
from revolving lines of credit | | | 5,155 | | | 500 |
Payments
on revolving lines of credit | | | (5,584) | | | — |
Proceeds
from term loan | | | 6,000 | | | — |
Payments
on term loans | | | (8,080) | | | — |
Cash
received for warrant exercises | | | 1,310 | | | — |
Debt
issuance costs | | | (116) | | | — |
Cash
Provided by Financing Activities | | | $2,697 | | | $500 |
| | | | |||
Net
increase (decrease) in cash and cash equivalents and restricted cash | | | $372 | | | $(667) |
Total
cash and cash equivalents and restricted cash, Beginning of Period | | | 3,989 | | | 2,534 |
Total
cash and cash equivalents and restricted cash, End of Period | | | $4,361 | | | $1,867 |
| | Three Months Ended | ||||
| | 2021 | | | 2020 | |
Cash
paid during the period for: | | | | | ||
Income
taxes | | | $— | | | $— |
Interest | | | $148 | | | $613 |
Non-cash
financing and investing transactions | | | | | ||
Stock issued for services | | | $— | | | $125 |
| | Three
Months Ended March 31, | ||||||||||
| | 2021 | | | 2020 | |||||||
E-commerce | | | $4,010 | | | 37% | | | $4,481 | | | 37% |
Brick
& Mortar | | | 1,894 | | | 18% | | | 2,897 | | | 23% |
DTC | | | 2,436 | | | 22% | | | 2,804 | | | 23% |
International | | | 2,490 | | | 23% | | | 2,044 | | | 17% |
Net
Sales | | | $10,830 | | | 100% | | | $12,226 | | | 100% |
| | | | |||
Food, treats and supplements | | | $4,439 | | | $4,987 |
Inventory
packaging and supplies | | | 503 | | | 596 |
Total
Inventories | | | 4,942 | | | 5,583 |
Inventory
reserve | | | (360) | | | (714) |
Inventories,
net | | | $4,582 | | | $4,869 |
| | | | |||
Prepaid advertising contract with iHeart (1) | | | $2,500 | | | $1,788 |
Other
prepaid expenses and other current assets (2) | | | 1,758 | | | 2,286 |
Total
Prepaid expenses and other current assets | | | $4,258 | | | $4,074 |
(1) | On August 28, 2019, the Company entered into a radio advertising agreement with iHeart Media + Entertainment, Inc. and issued 1,000,000 shares of common stock valued at $3.4 million for future advertising services. The Company issued an additional 125,000 shares valued at $0.1 million on March 5, 2020 pursuant to the agreement. The current portion of the remaining value, reflected above, is the remaining value of services that are required to be utilized within the next twelve months, unless the term is extended. The long-term portion of the remaining value
of $0.5 million and $1.2 million was recorded in other non-current assets as of March 31, 2021 and December 31, 2020, respectively. |
(2) | As of March 31, 2021, this amount includes various other prepaid contracts. During the fourth quarter of 2020, the Company entered into an agreement for access to an investment platform in exchange for 500,000 shares of common stock valued at $0.5 million and also entered into an agreement for marketing services in exchange for 500,000 shares of common stock valued
at $0.5 million. |
| | | | |||
Accrued professional fees | | | $225 | | | $704 |
Accrued
sales tax | | | 412 | | | 1,009 |
Accrued
payroll and benefits | | | 1,147 | | | 913 |
Accrued
trade promotions | | | 112 | | | 106 |
Accrued
interest | | | 24 | | | 86 |
Other | | | 170 | | | 185 |
Total
accrued liabilities | | | $2,090 | | | $3,003 |
| | Estimated Useful
Life | | | Gross Carrying Amount | | | | | |||||||||
| | Accumulated Amortization | | | Net
Carrying Amount | | | Accumulated Amortization | | | Net
Carrying Amount | |||||||
Customer relationships | | | 7 | | | $7,190 | | | $(1,317) | | | $5,873 | | | $(1,059) | | | $6,131 |
Trade
name | | | 15 | | | 7,500 | | | (641) | | | 6,859 | | | (516) | | | 6,984 |
Total
intangible assets | | | | | $14,690 | | | $(1,958) | | | $12,732 | | | $(1,575) | | | $13,115 |
Remainder of 2021 | | | $1,145 |
2022 | | | 1,527 |
2023 | | | 1,527 |
2024 | | | 1,527 |
2025 | | | 1,527 |
Thereafter | | | 5,479 |
| | $12,732 |
| | | | |||||||||||||||
Dollars in thousands | | | Amount | | | Rate | | | Maturity
Date | | | Amount | | | Rate | | | Maturity
Date |
Term loan, net | | | $5,847 | | | (1) | | | 1/6/2024 | | | $7,826 | | | (2) | | | 1/15/2021 |
Line
of credit, net | | | 4,781 | | | (1) | | | 1/6/2024 | | | 5,023 | | | (3) | | | 7/5/2022 |
November
2019 notes payable, net (November 2019 Notes) | | | 2,927 | | | 10.00% | | | 6/30/2023 | | | 2,830 | | | 10.00% | | | 6/30/2023 |
December
2019 senior notes payable, net (Senior Seller Notes) | | | 10,679 | | | 10.00% | | | 6/30/2023 | | | 10,332 | | | 10.00% | | | 6/30/2023 |
December
2019 junior notes payable, net (Junior Seller Notes) | | | 5,153 | | | 10.00% | | | 6/30/2023 | | | 4,973 | | | 10.00% | | | 6/30/2023 |
ABG
Notes | | | 702 | | | 10.00% | | | 6/30/2023 | | | 687 | | | 10.00% | | | 6/30/2023 |
June
2020 notes payable, net (June 2020 Notes) | | | 148 | | | 10.00% | | | 6/30/2023 | | | 88 | | | 10.00% | | | 6/30/2023 |
Halo
PPP Loan | | | 431 | | | 1.00% | | | 5/3/2022 | | | 431 | | | 1.00% | | | 5/3/2022 |
TruPet
PPP Loan | | | 421 | | | 0.98% | | | 4/6/2022 | | | 421 | | | 0.98% | | | 4/6/2022 |
Total
debt | | | 31,089 | | | | | | | 32,611 | | | | | ||||
Less
current portion | | | 943 | | | | | | | 8,016 | | | | | ||||
Total
long term debt | | | $30,146 | | | | | | | $24,595 | | | | |
(1) | Interest
at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 2.50% per annum |
(2) | Interest at Bank of Montreal Prime plus 8.05% |
(3) | Interest at a variable rate of LIBOR plus 250 basis points with an interest rate floor of 3.25% per annum |
| | | | |||
Conversion of Series F Preferred Stock | | | 34,611,100 | | | 43,507,130 |
Exercise
of options to purchase common stock | | | 13,150,872 | | | 7,815,442 |
Exercise
of warrants to purchase common stock | | | 60,874,177 | | | 59,501,978 |
Conversion
of Notes payable | | | 7,718,488 | | | 7,530,232 |
Total | | | 116,354,637 | | | 118,354,782 |
| | Warrants | | | Exercise
Price | |
Warrants outstanding as of December 31, 2019 | | | 16,981,854 | | | $3.23 |
Issued | | | 49,928,469 | | | $0.77 |
Exercised | | | (1,937,690) | | | $0.58 |
Terminated/Expired | | | (5,470,655) | | | $3.07 |
Warrants
outstanding as of December 31, 2020 | | | 59,501,978 | | | $1.22 |
Issued | | | 3,288,400 | | | $1.45 |
Exercised | | | (1,839,275) | | | $0.76 |
Terminated/Expired | | | (76,926) | | | $0.65 |
Warrants
outstanding as of March 31, 2021 | | | 60,874,177 | | | $1.18 |
| | Warrant Derivative Liability | |
Balance as of December 31,
2019 | | | $2,220 |
Change in fair value of warrant derivative liability | | | (2,220) |
Balance
as of December 31, 2020 | | | $— |
Change in fair value of warrant derivative liability(1) | | | — |
Balance
as of March 31, 2021 | | | $— |
(1) | All of the May Acquisition Warrants expired during January
2021. |
| | Warrant liability | |
Issuance
of Series F warrants | | | $14,952 |
Change in fair value of warrant liability | | | 24,898 |
Balance
as of December 31, 2020 | | | $39,850 |
Change in fair value of warrant liability | | | 6,483 |
Balance
as of March 31, 2021 | | | $46,333 |
Warrant
Liability | | | | | ||
Stock Price | | | $1.44 | | | $1.27 |
Exercise
Price | | | $0.75 | | | $0.75 |
Expected
remaining term (in years) | | | 5.50 - 5.56 | | | 5.75 - 5.81 |
Volatility | | | 67.5% | | | 67.5% |
Risk-free
interest rate | | | 1.1% | | | 0.5% |
| | Three
Months Ended March 31, | ||||
Common stockholders | | | 2021 | | | 2020 |
Numerator: | | | | | ||
Net
and comprehensive loss | | | $(12,850) | | | $(9,454) |
Less:
Preferred stock dividends | | | — | | | 34 |
Less:
Adjustment due to warrant modifications | | | 402 | | | — |
Adjusted
Net and comprehensive loss available to common stockholders | | | $(13,252) | | | $(9,488) |
Denominator: | | | | | ||
Weighted
average shares used in computing net loss per share attributable to common stockholders, basic and diluted | | | 57,525,054 | | | 48,526,396 |
Net
loss per share attributable to common stockholders, basic and diluted | | | $(0.23) | | | $(0.20) |
| | Impairment
analysis of goodwill | |
| | ||
Description of the Matter | | | At
December 31, 2020, the Company’s goodwill was $18.6 million related to its Halo reporting unit. As discussed in Note 1 and 9 to the consolidated financial statements, goodwill is tested for impairment annually as of October 1st or whenever events or circumstances indicate it is more likely than not that impairment may have occurred. The Company estimates the fair value of a reporting unit using a combination of the market approach and the income approach, using discounted cash flows. |
| | ||
| | Auditing
management’s annual goodwill impairment assessment for the reporting unit was complex and highly judgmental due to the significant estimation required to determine the fair value of the Halo reporting unit. In particular, the fair value estimate was sensitive to changes in significant assumptions, such as revenue growth rates, the terminal growth rate, EBITDA margin, the weighted average cost of capital, and market multiples which are affected by expectations about future market or economic conditions. | |
| | ||
How
We Addressed the Matter in Our Audit | | | To test the estimated fair value of the Company’s Halo reporting unit, we performed audit procedures that included, among others, evaluating valuation methodologies and testing the significant assumptions discussed above used by the Company in its analysis. We involved our specialist to assist in the evaluation of the valuation methodologies and testing certain
significant assumptions, including the discount rate and market multiples. We compared the significant assumptions used by management to current industry and economic trends, recent historical performance and other factors. We specifically evaluated the Company’s forecasted growth rates and EBITDA margins by comparing these assumptions to those of the Company’s peers and industry reports. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of significant assumptions to evaluate the changes in the fair value of the reporting unit that would result from changes in the assumptions. We also tested the underlying data used by the Company in its analysis for completeness and
accuracy. |
| | ||
| | Issuance
of convertible instruments and associated warrants | |
| | ||
Description of the Matter | | | As
described in Note 10 to the consolidated financial statements, on June 24, 2020, the Company issued $1.5 million in subordinated convertible promissory notes (the “Notes”). In connection with this issuance, each noteholder also received common stock purchase warrants (the “Warrants”) to purchase up to 500,000 shares of the Company’s common stock; 1,000,000 common stock purchase warrants were issued in total. The total cash proceeds received from the issuance of the Notes were allocated to the Notes and Warrants at the time of issuance. |
| | ||
| | As
described in Note 13 to the consolidated financial statements, during October 2020 the Company consummated a private placement in which the Company issued and sold units (the “Series F Units”) to the investors for a purchase price of $1,000 per Unit. Each Unit consisted of one share of the Company’s Series F convertible preferred stock (“Series F Preferred”) and a warrant (“Series F Warrants”) to purchase shares of common stock. The Company issued 18,202 Series F Units for a total of $18.2 million in gross cash proceeds. The total cash proceeds received were allocated to the Series F Unit components (preferred
stock and warrant) at the time of issuance. | |
| | Auditing the valuation of the Notes, Warrants, and Series F Units was complex |
| | due
to the judgmental nature of the assumptions, which included stock price volatility (Warrants and Series F Warrants), debt discount rate (Notes), probability of exit events (Notes, Warrants, Series F Preferred, Series F Warrants), and expected life (Warrants and Series F Warrants). These assumptions had a significant effect on the fair value measurement of the Notes, Warrants, and Series F Units. | |
| | ||
How
We Addressed the Matter in Our Audit | | | To test the estimated fair value of the Notes, Warrants, and Series F Units, our audit procedures included, among others, evaluation of the significant assumptions discussed above and consideration of the appropriateness of related methodologies utilized for estimation. This included evaluating the volatility rate by assessing the guideline public companies (“GPC”) selected and the weighting applied between the GPCs and the Company’s historical
volatility, evaluating the Company’s specific risk premium incorporated into the debt discount assumption, assessing the reasonableness of the probability of various exit events based on information available as of the observable transaction dates, and evaluating the expected time to exercise for all Warrants and Series F Warrants outstanding. We involved our specialist to assist with the evaluation of the assumptions as used by management. |
| | 2020 | | | 2019 | |
Assets | | | | | ||
Cash
and cash equivalents | | | $3,926 | | | $2,361 |
Restricted
cash | | | 63 | | | 173 |
Accounts
receivable, net | | | 4,631 | | | 5,824 |
Inventories,
net | | | 4,869 | | | 6,580 |
Prepaid
expenses and other current assets | | | 4,074 | | | 2,641 |
Total
Current Assets | | | 17,563 | | | 17,579 |
Property
and equipment, net | | | 252 | | | 417 |
Right-of-use
asset, operating lease | | | 345 | | | 951 |
Intangible
assets, net | | | 13,115 | | | 14,641 |
Goodwill | | | 18,614 | | | 18,614 |
Other
assets | | | 1,364 | | | 1,330 |
Total
Assets | | | $51,253 | | | $53,532 |
Liabilities
& Stockholders’ Deficit | | | | | ||
Current Liabilities | | | | | ||
Short
term loan, net | | | $7,826 | | | $16,061 |
Line
of credit, net | | | — | | | 4,819 |
PPP
loans | | | 190 | | | — |
Other
liabilities | | | 47 | | | 500 |
Accounts
payable | | | 3,137 | | | 4,049 |
Accrued
liabilities | | | 3,003 | | | 4,721 |
Deferred
revenue | | | 350 | | | 311 |
Operating
lease liability, current portion | | | 173 | | | 345 |
Warrant
liability | | | 39,850 | | | — |
Warrant
derivative liability | | | — | | | 2,220 |
Total
Current Liabilities | | | 54,576 | | | 33,026 |
Noncurrent
Liabilities | | | | | ||
Notes
payable, net | | | 18,910 | | | 16,370 |
Line
of credit, net | | | 5,023 | | | — |
PPP
loans | | | 662 | | | — |
Operating
lease liability | | | 184 | | | 641 |
Total
Noncurrent Liabilities | | | 24,779 | | | 17,011 |
Total
Liabilities | | | 79,355 | | | 50,037 |
Redeemable
Series E Convertible Preferred Stock | | | | | ||
Redeemable Series E preferred
stock, $0.001 par value, 2,900,000 shares authorized, 0 & 1,387,378 shares issued and outstanding at December 31, 2020 and 2019, respectively | | | — | | | 10,566 |
Stockholders’
Deficit | | | | | ||
Common stock, $0.001 par value, 200,000,000 and 88,000,000
shares authorized, 51,908,398 & 47,977,390 shares issued and outstanding at December 31, 2020 and 2019, respectively | | | 52 | | | 48 |
Redeemable
Series F Preferred Stock, $0.001 par value, 30,000 & 0 shares authorized, 21,754 & 0 shares issued and outstanding at December 31, 2020 and 2019, respectively | | | — | | | — |
Additional
paid-in capital | | | 232,487 | | | 194,150 |
Accumulated
deficit | | | (260,641) | | | (201,269) |
Total
Stockholders’ Deficit | | | (28,102) | | | (7,071) |
Total
Liabilities, Redeemable Preferred Stock and Stockholders’ Deficit | | | $51,253 | | | $53,532 |
| | Year
ended December 31, | ||||
| | 2020 | | | 2019 | |
Net
sales | | | $42,590 | | | $15,577 |
Cost
of goods sold | | | 26,491 | | | 9,717 |
Gross
profit | | | 16,099 | | | 5,860 |
Operating
expenses: | | | | | ||
General and administrative | | | 25,966 | | | 19,782 |
Share-based
compensation | | | 8,940 | | | 10,280 |
Sales
and marketing | | | 7,892 | | | 10,138 |
Customer
service and warehousing | | | 623 | | | 1,097 |
Impairment
of intangible asset | | | — | | | 889 |
Total
operating expenses | | | 43,421 | | | 42,186 |
Loss
from operations | | | (27,322) | | | (36,326) |
Other
expense (income): | | | | | ||
Interest expense, net | | | 9,247 | | | 670 |
Loss
on extinguishment of debt | | | 88 | | | — |
Loss
on acquisitions | | | — | | | 147,376 |
Change
in fair value of warrant liability | | | 24,898 | | | — |
Change
in fair value of warrant derivative liability | | | (2,220) | | | 90 |
Total
other expense, net | | | 32,013 | | | 148,136 |
Net
and comprehensive loss | | | (59,335) | | | (184,462) |
Preferred
dividends | | | 103 | | | 109 |
Net
and comprehensive loss available to common stockholders | | | $(59,438) | | | $(184,571) |
Weighted
average number of shares outstanding, basic and diluted | | | 49,084,432 | | | 33,238,600 |
Loss
per share, basic and diluted | | | $(1.21) | | | $(5.55) |
| | Common
Stock | | | Redeemable Series F Convertible Preferred Stock | | | Additional
Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Deficit | | | Redeemable
Series E Convertible Preferred Stock | ||||||||||
| | Shares | | | Amount | | | Shares | | | Amount | | | Shares | | | Amount | ||||||||||
Balance
at December 31, 2019 | | | 47,977,390 | | | $48 | | | — | | | $— | | | $194,150 | | | $(201,269) | | | $(7,071) | | | 1,387,378 | | | $10,566 |
Shares
issued pursuant to private placement | | | 308,642 | | | — | | | — | | | — | | | 500 | | | — | | | 500 | | | — | | | — |
Share-based
compensation | | | 455,956 | | | 1 | | | — | | | — | | | 8,939 | | | — | | | 8,940 | | | — | | | — |
Shares
and warrants issued to third party for contract termination | | | 72,720 | | | — | | | — | | | — | | | 198 | | | — | | | 198 | | | — | | | — |
Shares
issued to third parties for services | | | 1,160,000 | | | 1 | | | 100 | | | — | | | 1,371 | | | — | | | 1,372 | | | — | | | — |
Warrants
issued to third party for services | | | — | | | — | | | — | | | — | | | 10,132 | | | — | | | 10,132 | | | — | | | — |
Warrants
issued in connection with June 2020 Notes | | | — | | | — | | | — | | | — | | | 337 | | | — | | | 337 | | | — | | | — |
Beneficial
conversion feature of June 2020 Notes | | | — | | | — | | | — | | | — | | | 1,163 | | | — | | | 1,163 | | | — | | | — |
Modification
of conversion feature for November 2019 Notes, Seller Notes, and ABG Notes | | | — | | | — | | | — | | | — | | | 528 | | | — | | | 528 | | | — | | | — |
Modification
of warrants | | | — | | | — | | | — | | | — | | | 43 | | | — | | | 43 | | | — | | | — |
Shares
issued pursuant to warrant exercise | | | 1,837,690 | | | 2 | | | — | | | — | | | 1,046 | | | — | | | 1,048 | | | — | | | — |
Warrants
issued in connection with ABL Facility | | | — | | | — | | | — | | | — | | | 230 | | | — | | | 230 | | | — | | | — |
Net
and comprehensive loss available to common stockholders | | | — | | | — | | | — | | | — | | | — | | | (59,438) | | | (59,438) | | | — | | | — |
Shares
issued pursuant to Series F Private Placement and Exchange Transaction | | | — | | | — | | | 21,702 | | | — | | | 8,501 | | | 5,415 | | | 13,916 | | | (1,387,378) | | | (10,566) |
Conversion
of Series F shares to common stock | | | 96,000 | | | — | | | (48) | | | — | | | — | | | — | | | — | | | — | | | — |
Beneficial
conversion feature of Series F shares | | | — | | | — | | | — | | | — | | | 5,349 | | | (5,349) | | | — | | | — | | | — |
Balance
at December 31, 2020 | | | 51,908,398 | | | $52 | | | 21,754 | | | $— | | | $232,487 | | | $(260,641) | | | $(28,102) | | | — | | | $— |
| | Common Stock | | | Convertible
Series A Preferred Stock | | | Additional Paid-In Capital | | | Accumulated Deficit | | | Total Stockholders’ Deficit | | | Redeemable
Series E Convertible Preferred Stock | ||||||||||
| | Shares | | | Amount | | | Shares | | | Amount
| | | Shares | | | Amount | ||||||||||
Balance
at December 31, 2018 | | | 11,661,485 | | | $12 | | | 2,391,403 | | | $2 | | | $13,642 | | | $(16,698) | | | $(3,042) | | | — | | | $— |
Shares
issued pursuant to a private placement – net proceeds | | | — | | | — | | | 69,115 | | | — | | | 150 | | | — | | | 150 | | | — | | | — |
Shares
and warrants issued pursuant to private issuance of public equity (PIPE)- net proceeds | | | 5,744,991 | | | 6 | | | — | | | — | | | 15,670 | | | — | | | 15,676 | | | — | | | — |
Share-based
compensation | | | 1,118,786 | | | 1 | | | — | | | — | | | 10,280 | | | — | | | 10,281 | | | — | | | — |
Stock
issued to third parties for services | | | 1,008,500 | | | 1 | | | — | | | — | | | 3,476 | | | — | | | 3,477 | | | — | | | — |
Warrants
issued to third parties for services | | | — | | | — | | | — | | | — | | | 2,968 | | | — | | | 2,968 | | | — | | | — |
Conversion
of Series A shares to common stock | | | 2,460,518 | | | 2 | | | (2,460,518) | | | (2) | | | — | | | — | | | — | | | — | | | — |
Acquisition
of treasury shares | | | (1,011,748) | | | (1) | | | — | | | — | | | (6,070) | | | — | | | (6,071) | | | — | | | — |
Acquisition
of Better Choice | | | 3,915,856 | | | 4 | | | — | | | — | | | 23,560 | | | — | | | 23,564 | | | 2,633,678 | | | 20,058 |
Acquisition
of Bona Vida | | | 18,103,273 | | | 18 | | | — | | | — | | | 108,602 | | | — | | | 108,620 | | | — | | | — |
Guarantor
warrants | | | — | | | — | | | — | | | — | | | 4,180 | | | — | | | 4,180 | | | | | ||
Warrants
issued in connection with the Notes | | | — | | | — | | | — | | | — | | | 313 | | | — | | | 313 | | | — | | | — |
Acquisition
of Halo | | | 2,134,390 | | | 2 | | | — | | | — | | | 3,883 | | | — | | | 3,885 | | | — | | | — |
Conversion
of Series E Preferred Stock | | | 1,581,841 | | | 2 | | | — | | | — | | | 9,490 | | | — | | | 9,492 | | | (1,246,300) | | | (9,492) |
Warrant
exercise | | | 1,259,498 | | | 1 | | | — | | | — | | | 4,006 | | | — | | | 4,007 | | | — | | | — |
Net
and comprehensive loss available to common stockholders | | | — | | | — | | | — | | | — | | | — | | | (184,571) | | | (184,571) | | | — | | | — |
Balance
at December 31, 2019 | | | 47,977,390 | | | $48 | | | — | | | $— | | | $194,150 | | | $(201,269) | | | $(7,071) | | | 1,387,378 | | | $10,566 |
| | Year
Ended December 31, | ||||
| | 2020 | | | 2019 | |
Cash
Flow from Operating Activities: | | | | | ||
Net
and comprehensive loss available to common stockholders | | | $(59,438) | | | $(184,571) |
Adjustments
to reconcile net and comprehensive loss to net cash used in operating activities: | | | | | ||
Shares
and warrants issued to third parties | | | 10,330 | | | 3,548 |
Contract
termination costs | | | 649 | | | — |
Impairment
of intangible asset | | | — | | | 889 |
Depreciation
and amortization | | | 1,748 | | | 171 |
Amortization
of debt issuance costs and discounts | | | 4,875 | | | 346 |
Share-based
compensation | | | 8,940 | | | 10,280 |
Change
in fair value of warrant derivative liability | | | (2,220) | | | 90 |
Change
in fair value of warrant liability | | | 24,898 | | | — |
Payment
In Kind (PIK) interest expense on notes payable | | | 1,998 | | | — |
Loss
on acquisitions | | | — | | | 146,980 |
Other | | | 540 | | | 41 |
Changes
in operating assets and liabilities, net of effects of business acquisition: | | | | | ||
Accounts
receivable, net | | | 1,193 | | | (99) |
Inventories,
net | | | 1,454 | | | 232 |
Prepaid
expenses and other current assets | | | (186) | | | (241) |
Accounts
payable and accrued liabilities | | | (2,445) | | | 1,152 |
Other | | | 159 | | | 213 |
Cash
Used in Operating Activities | | | $(7,505) | | | $(20,969) |
| | | | |||
Cash
Flow from Investing Activities: | | | | | ||
Acquisition
of property and equipment | | | $(151) | | | $(110) |
Cash
acquired in the May Acquisitions | | | — | | | 416 |
Acquisition
of Halo | | | — | | | (20,513) |
Cash
Used in Investing Activities | | | $(151) | | | $(20,207) |
| | | | |||
Cash
Flow from Financing Activities: | | | | | ||
Cash
advance, net | | | $— | | | $(1,899) |
Proceeds
from shares issued pursuant to private placement, net | | | 18,053 | | | 15,826 |
Proceeds
from warrant exercises | | | 1,048 | | | 4,007 |
Proceeds
from investor prepayment | | | — | | | 500 |
Proceeds
from revolving lines of credit | | | 6,624 | | | 11,200 |
Payment
on revolving lines of credit | | | (6,360) | | | (10,800) |
Proceeds
from PPP loans | | | 852 | | | — |
Proceeds
from notes payable | | | 1,500 | | | 2,750 |
Payments
on related party note | | | — | | | (1,600) |
Proceeds
from short term loan | | | — | | | 20,500 |
Payments
on short term loan | | | (12,521) | | | — |
Debt
issuance costs | | | (85) | | | (720) |
| | | | |||
Cash
Provided by Financing Activities | | | $9,111 | | | $39,764 |
Net
Increase (decrease) in Cash and cash equivalents and Restricted cash | | | $1,455 | | | $(1,412) |
Total
Cash and cash equivalents and Restricted cash, Beginning of Period | | | 2,534 | | | 3,946 |
Total
Cash and cash equivalents and Restricted cash, End of Period | | | $3,989 | | | $2,534 |
| | Year
Ended December 31, | ||||
| | 2020 | | | 2019 | |
Supplemental
cash flow information | | | | | ||
Cash
paid during the year for: | | | | | ||
Income taxes | | | $— | | | $— |
Interest,
net | | | $2,309 | | | $265 |
Non-cash
financing and investing transactions: | | | | | ||
ABL
guarantor warrants | | | $230 | | | $— |
Stock
issued for services | | | $1,372 | | | $— |
Noncash
acquisition of right-of-use asset for leases entered into during period | | | $— | | | $607 |
Noncash
acquisition of operating lease liability for leases entered into during the period | | | $— | | | $(594) |
• | Identify a customer along with a corresponding contract; |
• | Identify the performance obligation(s) in the contract to transfer goods to a customer; |
• | Determine
the transaction price the Company expects to be entitled to in exchange for transferring promised goods to a customer; |
• | Allocate the transaction price to the performance obligation(s) in the contract; and |
• | Recognize revenue when or as the Company satisfies the performance obligation(s). |
| | Halo | |
Total
purchase price | | | $38,244 |
Assets and Liabilities Acquired: | | | |
Assets | | | |
Property
and equipment | | | 260 |
Accounts receivable | | | 5,540 |
Inventories | | | 5,160 |
Intangible
assets | | | 14,690 |
Other assets | | | 329 |
Total
assets | | | 25,979 |
Liabilities | | | |
Accounts
payable | | | 4,628 |
Accrued liabilities | | | 1,553 |
Long
term liability | | | 168 |
Total liabilities | | | 6,349 |
Net
assets acquired | | | 19,630 |
Goodwill | | | $18,614 |
| | Better Choice Company | | | Bona
Vida | | | Total | |
Total Purchase Price | | | $37,949 | | | $108,620 | | | $146,569 |
Net
Assets (Liabilities) Acquired: | | | | | | | |||
Assets | | | | | | | |||
Cash
and cash equivalents | | | 7 | | | 384 | | | 391 |
Restricted
cash | | | — | | | 25 | | | 25 |
Accounts
receivable | | | — | | | 69 | | | 69 |
Inventories | | | — | | | 95 | | | 95 |
Prepaid
expenses and other current assets | | | 32 | | | 348 | | | 380 |
Intangible
assets | | | 986 | | | — | | | 986 |
Other
assets | | | — | | | 74 | | | 74 |
Total
Assets | | | 1,025 | | | 995 | | | 2,020 |
Liabilities | | | | | | | |||
Warrant
derivative liability | | | 2,130 | | | — | | | 2,130 |
Accounts
payable & accrued liabilities | | | 544 | | | 153 | | | 697 |
Total
Liabilities | | | 2,674 | | | 153 | | | 2,827 |
Net
Assets (Liabilities) Acquired | | | (1,649) | | | 842 | | | (807) |
Loss
on Acquisitions | | | $(39,598) | | | $(107,778) | | | $(147,376) |
| | Twelve
Months Ended December 31, | ||||||||||
| | 2020 | | | 2019 | |||||||
E-commerce | | | $14,218 | | | 34% | | | $1,952 | | | 13% |
Brick
& Mortar | | | 8,982 | | | 21% | | | 194 | | | 1% |
DTC | | | 10,778 | | | 25% | | | 13,392 | | | 86% |
International | | | 8,612 | | | 20% | | | 39 | | | —% |
Net
Sales | | | $42,590 | | | 100% | | | $15,577 | | | 100% |
| | 2020 | | | 2019 | |
Food,
treats and supplements | | | $4,987 | | | $6,425 |
Inventory
packaging and supplies | | | 596 | | | 504 |
Other
products and accessories | | | — | | | 73 |
Total
inventories | | | 5,583 | | | 7,002 |
Inventory
reserve | | | (714) | | | (422) |
Inventories,
net | | | $4,869 | | | $6,580 |
| | 2020 | | | 2019 | |
Prepaid advertising contract with iHeart(1) | | | $1,788 | | | $1,776 |
Other
prepaid expenses and other current assets(2) | | | 2,286 | | | 865 |
Total
Prepaid expenses and other current assets | | | 4,074 | | | 2,641 |
(1) | On August 28, 2019, the Company entered into a radio advertising agreement with iHeart Media + Entertainment, Inc. and issued 1,000,000 shares of common stock valued at $3.4 million for future advertising to be provided to the Company from August 2019 to August 2021. The Company issued an additional 125,000 shares valued at $0.1 million on March 5, 2020 pursuant to the agreement. The agreement requires the
Company to spend a minimum amount for talent fees or other direct iHeart costs. The company committed to using $1.7 million of the media inventory by August 28, 2020, with the remainder of the inventory available through August 28, 2021. On August 28, 2020 the contract was amended to extend the commitment dates by one year, whereas $1.7 million of the advertising media inventory will now be used by August 28, 2021, with the remainder available through August 28, 2022. The long-term portion of the contract
balance of $1.2 million and $1.1 million was recorded in other non-current assets as of December 31, 2020 and 2019, respectively. |
(2) | As of December 31, 2020, this amount includes various other prepaid contracts. The Company entered into an agreement for access to an investment platform in exchange for 500,000 shares of common stock valued at $0.6 million for a period of one year. Additionally, the Company entered
into an agreement for marketing services in exchange for 500,000 shares of common stock valued at $0.5 million from January 2021 to January 2022. |
| | Estimated
Useful Life | | | 2020 | | | 2019 | |
Equipment | | | 3 - 7 years | | | $234 | | | $222 |
Furniture
and fixtures | | | 5 - 7 years | | | 150 | | | 138 |
Computer
software | | | 3 years | | | 111 | | | 115 |
Computer
equipment | | | 2 - 3 years | | | 4 | | | 4 |
Total
property and equipment | | | | | 499 | | | 479 | |
Accumulated
depreciation | | | | | (247) | | | (62) | |
Net
property and equipment | | | | | $252 | | | $417 |
| | 2020 | | | 2019 | |
Accrued
professional fees(1) | | | $704 | | | $1,695 |
Accrued
sales tax | | | 1,009 | | | 1,233 |
Accrued
payroll and benefits | | | 913 | | | 994 |
Accrued
trade promotions | | | 106 | | | 357 |
Accrued
dividends(2) | | | — | | | 256 |
Accrued
interest | | | 86 | | | 109 |
Other | | | 185 | | | 77 |
Total
accrued liabilities | | | $3,003 | | | $4,721 |
(1) | The Company recognized a reduction in accrued legal fees related to a finalized settlement of amounts that were accrued for in 2019. |
(2) | Accrued dividends related to the Series E were less than $0.3 million as of December 31, 2019. In connection with the issuance of Series F Preferred Stock in October 2020, all accrued dividends were settled through the terms of the exchange agreement related to the Series E Preferred Stock. See “Note 13 − Redeemable convertible preferred stock” for additional information. |
| | Year
ended December 31 | ||||
| | 2020 | | | 2019 | |
Operating
lease costs | | | $307 | | | $369 |
Short-term
lease costs | | | 130 | | | 115 |
Variable
lease costs | | | 27 | | | 31 |
Total
operating lease costs | | | $464 | | | $515 |
| | Year ended December 31 | ||||
| | 2020 | | | 2019 | |
Weighted-average
remaining lease term | | | 1.9 | | | 2.6 |
Weighted-average
discount rate | | | 12.5% | | | 12.5% |
2021 | | | 204 |
2022 | | | 186 |
2023 | | | 7 |
Total
maturities of operating lease liabilities | | | 397 |
Less: imputed interest | | | 40 |
Present
value of future minimum lease payments | | | $357 |
| | | | | | | | |||||||||||
| | Estimated
Useful Life | | | Gross Carrying Amount(1) | | | Accumulated
Amortization | | | Net Carrying Amount | | | Accumulated
Amortization | | | Net Carrying Amount(1) | |
Customer relationships | | | 7 | | | $7,190 | | | $(1,059) | | | $6,131 | | | $(35) | | | $7,155 |
Trade
name | | | 15 | | | 7,500 | | | (516) | | | 6,984 | | | (14) | | | 7,486 |
Total
intangible assets | | | | | $14,690 | | | $(1,575) | | | $13,115 | | | $(49) | | | $14,641 |
(1) | The gross intangible asset values and the net carrying amount as of December 31, 2019 have been updated to correct an immaterial disclosure reporting error in our 2019 Annual Report on Form 10-K. |
2021 | | | $1,526 |
2022 | | | 1,526 |
2023 | | | 1,526 |
2024 | | | 1,526 |
2025 | | | 1,526 |
Thereafter | | | 5,485 |
| | $13,115 |
| | | | |||||||||||||||
| | Amount | | | Rate | | | Maturity
Date | | | Amount | | | Rate | | | Maturity
Date | |
Short term loan, net | | | $7,826 | | | (1) | | | 1/15/2021 | | | $16,061 | | | (1) | | | 12/19/2020 |
Line
of credit, net | | | 5,023 | | | (2) | | | 7/5/2022 | | | 4,819 | | | (1) | | | 12/19/2020 |
November
2019 notes payable, net (November 2019 Notes) | | | 2,830 | | | 10% | | | 6/30/2023 | | | 2,769 | | | 10% | | | 11/4/2021 |
December
2019 notes payable, net (Senior Seller Notes) | | | 10,332 | | | 10% | | | 6/30/2023 | | | 9,191 | | | 10% | | | 6/30/2023 |
December
2019 notes payable, net (Junior Seller Notes) | | | 4,973 | | | 10% | | | 6/30/2023 | | | 4,410 | | | 10% | | | 6/30/2023 |
ABG
notes payable, net (ABG Notes) | | | 687 | | | 10% | | | 6/30/2023 | | | — | | | — | | | — |
June
2020 notes payable, net (June 2020 Notes) | | | 88 | | | 10% | | | 6/30/2023 | | | — | | | — | | | — |
Halo
PPP Loan | | | 431 | | | 1% | | | 5/3/2022 | | | — | | | — | | | |
TruPet
PPP Loan | | | 421 | | | .98% | | | 4/6/2022 | | | — | | | — | | | — |
Total
debt | | | 32,611 | | | | | | | 37,250 | | | | | ||||
Less
current portion | | | 8,016 | | | | | | | 20,880 | | | | | ||||
Total
long term debt | | | $24,595 | | | | | | | $16,370 | | | | |
(1) | Interest at Bank of Montreal Prime plus 8.05% |
(2) | Interest at a variable rate of LIBOR plus 250 basis points with and interest rate floor of 3.25% per annum |
| | Warrants | | | Exercise
Price | |
Warrants acquired on May 6, 2019 | | | 712,823 | | | $3.90 |
Issued | | | 17,414,030 | | | $3.27 |
Exercised | | | (1,144,999) | | | $3.50 |
Warrants
outstanding as of December 31, 2019 | | | 16,981,854 | | | $3.23 |
Issued | | | 49,928,469 | | | $0.77 |
Exercised | | | (1,937,690) | | | $0.58 |
Terminated/Expired | | | (5,470,655) | | | $3.07 |
Warrants
outstanding as of December 31, 2020 | | | 59,501,978 | | | $1.22 |
| | Warrant
Derivative Liability | |
Assumption of warrants in May Acquisitions | | | $2,130 |
Change
in fair value of warrant derivative liability | | | 90 |
Balance as of December 31, 2019 | | | $2,220 |
Change
in fair value of warrant derivative liability | | | (2,220) |
Balance as of December 31, 2020 | | | $— |
| | Warrant
Liability | |
Issuance of Series F warrants | | | $14,952 |
Change
in fair value of warrant liability | | | 24,898 |
Balance as of December 31, 2020 | | | $39,850 |
Warrant liability | | | 2020 |
Stock price | | | $1.27 |
Exercise
price | | | $0.75 |
Expected remaining term (in years) | | | 5.75
– 5.81 |
Volatility | | | 67.5% |
Risk-free interest rate | | | 0.5% |
| | 2020 | | | 2019 | |
Conversion
of Series E | | | — | | | 1,760,903 |
Conversion
of Series F | | | 43,507,130 | | | — |
Exercise
of options to purchase common stock | | | 7,815,442 | | | 7,791,833 |
Warrants
to purchase common stock | | | 59,501,978 | | | 16,981,854 |
Notes
payable | | | 7,530,232 | | | 4,437,500 |
Total | | | 118,354,782 | | | 30,972,090 |
| | Options | | | Weighted
average exercise price | | | Weighted Average Remaining Contractual
Life (Years) | | | Aggregate Intrinsic Value | |
Options
outstanding as of December 31, 2019 | | | 7,791,833 | | | $1.85 | | | 9.5 | | | $— |
Granted | | | 1,050,000 | | | $0.86 | | | | | ||
Forfeited/Expired | | | (1,026,391) | | | $(1.62) | | | | | ||
Options
outstanding as of December 31, 2020 | | | 7,815,442 | | | $0.80 | | | 8.6 | | | $4,246 |
| | | | | | | | |||||
Options
exercisable as of December 31, 2020 | | | 5,684,467 | | | $0.83 | | | 8.3 | | | $3,094 |
| | Years Ended December 31, | ||||
| | 2020 | | | 2019 | |
Risk-free
interest rate | | | 0.33 − 0.89% | | | 1.49 − 2.39% |
Expected
volatility(1) | | | 67.50% | | | 63.00% |
Expected
dividend yield | | | —% | | | —% |
Expected
life (years)(2) | | | 3.0 - 6.5 | | | 3.0 - 6.5 |
(1) | Expected volatility was determined using a combination of historical volatility and implied volatility. |
(2) | For certain options, the simplified method is utilized to determine the expected life due to the lack of historical data. |
| | Years Ended December 31, | ||||||||||
| | 2020 | | | 2019 | |||||||
Statutory
U.S. Federal income tax | | | $(12,482) | | | 21.0% | | | $(38,760) | | | 21.0% |
State
income taxes, net | | | (1,720) | | | 2.9% | | | (818) | | | 0.4% |
LLC
income not taxed | | | — | | | —% | | | 2,376 | | | (1.3%) |
Loss
on acquisitions | | | — | | | —% | | | 29,051 | | | (15.7%) |
Change
in valuation allowance | | | 8,811 | | | (14.8%) | | | 7,892 | | | (4.3%) |
Warrant
valuation | | | 4,763 | | | (8.0)% | | | 19 | | | —% |
Tax
effect of non-deductible warrant expense | | | 2,000 | | | (3.4)% | | | — | | | —% |
Return
to provision adjustment | | | (1,571) | | | 2.6% | | | — | | | —% |
Other | | | 199 | | | (0.3)% | | | 240 | | | 0.1% |
Total
provision | | | $— | | | 0% | | | $— | | | 0% |
| | |||||
| | 2020 | | | 2019 | |
Deferred
income tax assets: | | | | | ||
Net
operating loss carryforwards | | | $11,185 | | | $8,503 |
ROU
assets | | | 81 | | | — |
Share-based
compensation | | | 5,728 | | | 2,493 |
Inventory | | | 212 | | | — |
Other
assets | | | 2,595 | | | 301 |
Gross
deferred tax assets | | | 19,801 | | | 11,297 |
Valuation
allowance | | | (16,724) | | | (7,913) |
Net
deferred tax assets | | | $3,077 | | | $3,384 |
Deferred
income tax liabilities: | | | | | ||
Inventory | | | — | | | (137) |
Operating
lease liabilities | | | (79) | | | — |
Intangibles | | | (2,998) | | | (3,247) |
Deferred
tax assets, net of valuation allowance | | | $— | | | $— |
| | Years
Ended December 31, | ||||
| | 2020 | | | 2019 | |
Valuation
allowance, at beginning of year | | | $7,913 | | | $— |
Increase
in valuation allowance | | | 8,811 | | | 7,892 |
Halo
Acquisition | | | — | | | 21 |
Valuation
allowance, at end of year | | | $16,724 | | | $7,913 |
| | Years
Ended December 31, | ||||
Common stockholders | | | 2020 | | | 2019 |
Numerator: | | | | | ||
Net
and comprehensive loss | | | $(59,335) | | | $(184,462) |
Less:
Preferred stock dividends | | | 103 | | | 109 |
Add:
Adjustment due to gain on Series E Exchange | | | (5,415) | | | — |
Less:
Adjustment due to BCF of Series F Shares | | | 5,349 | | | — |
Net
and comprehensive loss available to common stockholders | | | $(59,372) | | | $(184,571) |
Denominator: | | | | | ||
Weighted
average shares used in computing net loss per share attributable to common stockholders, basic and diluted | | | 49,084,432 | | | 33,238,600 |
Net
loss per share attributable to common stockholders, basic and diluted | | | $(1.21) | | | $(5.55) |
ITEM 13. | OTHER EXPENSES OF ISSUANCE
AND DISTRIBUTION. |
Item | | | Amount |
SEC
registration fee | | | $[ ] |
Exchange listing fee | | | $[ ] |
Legal
fees and expenses | | | $[ ] |
Accounting fees and expenses | | | $[ ] |
Printing
expenses | | | $[ ] |
Transfer agent and registrar fees | | | $[ ] |
FINRA
filing fees | | | $[ ] |
Miscellaneous | | | $[ ] |
Total | | | $[ ] |
ITEM
14. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
• | for any breach of their duty of loyalty to the corporation or its stockholders; |
• | for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
• | for unlawful payment of dividend or unlawful stock repurchase or redemption, as provided under Section 174 of the DGCL; or |
• | for
any transaction from which the director derived an improper personal benefit. |
ITEM 15. | RECENT SALES OF UNREGISTERED SECURITIES |
(1) | On October 22, 2018, the registrant issued 2,846,356 shares of Series E Convertible Preferred Stock to existing holders of the registrant’s securities in exchange for the cancellation of all outstanding secured promissory notes, 803,969.73
shares of Series B Convertible Preferred Stock and 12,054,405 of the registrant’s outstanding warrants. The shares of Series E Convertible Preferred Stock were issued and sold in reliance upon the exemption from registration contained in Section 3(a)(9) of the Securities Act. |
(2) | On December 12, 2018, the registrant issued 1,425,641 units to new investors, with each unit consisting of (i) one share of our common stock and (ii) a warrant to purchase one half of a share of common stock. The units were offered at a fixed price of $1.95 per unit for gross proceeds of approximately $2.8 million. |
(3) | On
December 21, 2018, the registrant issued certain directors and employees stock options to purchase 38,462 shares of the registrant’s common stock. The stock options have an exercise price of $6.76 per share. |
(4) | In connection with the acquisition of Bona Vida, Inc., on May 6, 2019, the registrant issued an aggregate of 18,103,273 shares of common stock to new investors and certain of our directors and executive officers in exchange for all outstanding shares
of common stock of Bona Vida, Inc. |
(5) | In connection with the acquisition of TruPet LLC, on May 6, 2019, the registrant issued an aggregate of 15,027,533 shares of common stock to new investors and certain of our directors and executive officers in exchange for all remaining outstanding membership interests of TruPet LLC. |
(6) | On May 6, 2019, the registrant issued an aggregate of 5,744,991
shares of common stock and 5,744,991 warrants at an offering price of $3.00 per share to new investors and certain of our directors. The warrants have an exercise price of $4.25 per share. |
(7) | On May 6, 2019, the registrant issued certain directors and employees stock options to purchase 5,250,000 shares of the registrant’s common stock. The stock options have an exercise price of $5.00 per share. |
(8) | On August 28,
2019, the registrant issued an aggregate of 1,000,000 shares of common stock at a price per share of $5.00 to an affiliate of iHeartMedia + Entertainment, Inc. (“iHeart”) as consideration for iHeart’s provision of advertising inventory with an aggregate value of $5.0 million. |
(9) | On September 17, 2019, the registrant issued Bruce Linton (i) 2,500,000 share purchase warrants, with each warrant entitling Mr. Linton to acquire one share of common stock at a price of $0.10 per share and (ii) an additional 1,500,000 share purchase warrants entitling Mr. Linton to acquire one share of common
stock at a price of $10.00 per share as consideration for Mr. Linton’s services as a special advisor to our Chief Executive Officer, other senior executives and our board of directors. |
(10) | On November 11, 2019, the registrant issued subordinated convertible notes and warrants to one of our directors and an investor in an aggregate principal amount of $2,750,000. |
(11) | On December 19, 2019, the
registrant issued a total of 2,134,390 shares of common stock, 937,500 warrants and an aggregate amount of $15,000,000 of convertible subordinated notes as consideration to the former stockholders of Halo as part of the Halo Acquisition. |
(12) | On December 19, 2019, the registrant issued a total of 6,500,000 warrants to certain of our directors as consideration for the shareholder guaranty in connection with the Halo Acquisition. |
(13) | On January 2, 2020, the
registrant issued 308,642 shares of common stock to an investor for net proceeds of $0.5 million, net of issuance costs of less than $0.1 million. |
(14) | On January 13, 2020 and January 20, 2020, respectively, the registrant issued 72,720 shares of common stock and 61,224 common stock warrants to a third party in connection with a contract termination. |
(15) | On March 3, 2020, the registrant issued 450,000 shares of restricted common stock to three nonemployee directors in return for services provided in their capacity as directors. |
(16) | On March 5,
2020, the registrant issued 125,000 shares of common stock to an affiliate of iHeartMedia Entertainment, Inc. (“iHeart”) for future advertising to be incurred through August 2021 . |
(17) | On March 17, 2020, the registrant issued an additional 1,003,232 warrants to holders of warrants acquired on May 6, 2019 due to dilutive impact of subsequent issuances. |
(18) | On March 30,
2020, the registrant issued 5,956 restricted shares of common stock to an officer of the Company. |
(19) | On June 24, 2020, the registrant issued an aggregate principal amount of $1.5 million subordinated convertible promissory notes and 1,000,000 warrants to one of our directors and one of our shareholders. The subordinated convertible promissory notes are convertible at a conversion price of $0.75 per share and the warrants have an exercise price of $1.25 per share. |
(20) | On
June 24, 2020, the registrant issued 1,000,000 warrants to two of our directors. The warrants have an exercise price of $1.25 per share. |
(21) | On June 24, 2020, the registrant issued an additional 1,990,624 warrants to holders of warrants acquired on May 6, 2019 due to dilutive impact of subsequent issuances. |
(22) | On July 20,
2020, the registrant issued a total of 300,000 common stock purchase warrants to certain of our directors as consideration for the shareholder guaranty in connection with the Citizens ABL Agreement. The warrants are exercisable at a price equal to $1.05 per share. |
(23) | On July 20, 2020, the registrant issued a total of 200,000 common stock purchase warrants to certain of our directors. The warrants are exercisable at a price equal to $1.05 per share. |
On
September 18, 2020, the registrant issued an additional 570,258 warrants to holders of warrants acquired on May 6, 2019 due to dilutive impact of subsequent issuances. |
(24) | On October 1, 2020, October 12, 2020 and October 23, 2020, the registrant issued (i) 17,763.550 shares, 1,106.015 shares and 2,832 shares, respectively, of Series F Preferred Stock and (ii) 35,527,100 warrants, 2,212,030 warrants,
5,664,000 warrants, respectively, to acquire shares of registrant’s common stock. The Series F Preferred Stock and related warrants were issued as units, with each (i) share of Series F Preferred Stock having a Stated Value of $1,000 and is convertible into shares of registrant’s common stock at a price of $.50 per share and (ii) related warrant being exercisable to acquire such number of shares of common stock as the related share of Series F Preferred Stock is convertible into with an exercise price of $.75 per share of common stock. |
(25) | On October 23, 2020, the registrant issued (i) a total of 100 shares of Series F Preferred Stock in connection with a marketing agreement.
The Series F Preferred Stock has a Stated Value of $1,000 and is convertible into shares of registrant’s common stock at a price of $.50 per share. |
(26) | On November 30, 2020, the registrant issued (i) 400,000 warrants to acquire shares of the registrant’s common stock to a third-party as consideration for services. |
(27) | On December 8, 2020 the
registrant issued 500,000 restricted shares of the registrant’s common stock to a third-party as consideration for services. |
(28) | On December 22, 2020, the registrant issued 500,000 restricted shares of the registrant’s common stock to a third-party as consideration for services. |
(29) | On January 22, 2021,
the registrant issued (i) a total of 2,488,400 shares of common stock and (ii) 2,488,400 shares of common stock purchase warrants to acquire shares of registrant’s common stock. The common stock and related warrants were issued as units, with each (i) share of common stock having a par value of $.001 and (ii) related warrant being exercisable to acquire the same number of shares common stock issued, at an exercise price of $1.45 per share of common stock. The Company received a $1.0 million commitment for the purchase of 800,000 common shares and 800,000 common stock purchase warrants that were executed upon the declaration of effectiveness of the related registration statement. |
(30) | On February 1, 2021, the registrant issued (i) 97,222 shares of common stock in connection with a separation agreement between Mr. Santarsiero and the Company. |
(31) | On
February 2, 2021, the registrant issued (i) 30,000 shares of common stock to a third-party as consideration for services. |
ITEM 16. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
Exhibit | | | Exhibit
Description | | | Form | | | File No. | | | Exhibit | | | Filing
date |
| | Form of Underwriting Agreement | | | | | | | | | |||||
| | Agreement and Plan of Merger, dated February 28, 2019, by and among the Company, BBC Merger Sub, Inc. and Bona Vida, Inc. | | | 8-K | | | | | 2.1 | | | 05/10/2019 | ||
| | 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 | | | | | 2.2 | | | 05/10/2019 | ||
| | Securities
Exchange Agreement, dated February 2, 2019, by and among the Company, TruPet LLC and the members of TruPet LLC | | | 8-K | | | | | 2.3 | | | 05/10/2019 | ||
| | 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 | | | | | 2.4 | | | 05/10/2019 | ||
| | 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 | | | | | 2.1 | | | 12/26/2019 | ||
| | | | 10-Q | | | | | 3.1 | | | 04/15/2019 | |||
| | Certificate
of Amendment to Certificate of Incorporation, filed February 5, 2019 | | | 10-Q | | | | | 3.2 | | | 04/15/2019 | ||
| | Certificate
of Amendment to Certificate of Incorporation, filed March 14, 2019 | | | 8-K | | | | | 3.1 | | | 03/20/2019 | ||
| | Certificate
of Amendment to Certificate of Incorporation, filed April 22, 2019 | | | 10-KT | | | | | 3.5 | | | 07/25/2019 | ||
| | Certificate
of Amendment to Certificate of Incorporation, filed July 31, 2020 | | | 8-K | | | | | 99.1 | | | 07/30/2020 | ||
| | Certificate
of Merger of Sport Endurance, Inc. with and into the Company | | | 10-Q | | | | | 3.4 | | | 04/15/2019 | ||
| | | | 10-Q | | | | | 3.5 | | | 04/15/2019 | |||
| | Amended
and Restated Certificate of Designation for Series E Convertible Preferred Stock | | | 8-K | | | | | 3.1 | | | 05/23/2019 | ||
| | Certificate
of Cancellation of the Amended and Restated Certificate of Designation Preference and Rights of the for Series E Convertible Preferred Stock | | | | | | | | | |||||
| | Certificate
of Designation for Series F Convertible Preferred Stock | | | 8-K | | | | | 3.1 | | | 10/02/2020 | ||
| | Form
of Common Stock Purchase Warrant in connection with the May 2019 private placement | | | 8-K | | | | | 4.1 | | | 04/30/2019 | ||
| | Form
of Tranche 1 Common Stock Purchase Warrant, dated September 17, 2019, by and between the Registrant and Bruce Linton | | | 8-K | | | | | 4.1 | | | 09/23/2019 | ||
| | Form
of Tranche 2 Common Stock Purchase Warrant, dated September 17, 2019, by and between the Company and Bruce Linton | | | 8-K | | | | | 4.2 | | | 09/23/2019 |
Exhibit | | | Exhibit
Description | | | Form | | | File No. | | | Exhibit | | | Filing
date |
| | Form of Additional Common Stock Purchase Warrant, dated September 17, 2019, by and between the
Company and Bruce Linton | | | 8-K | | | | | 4.3 | | | 09/23/2019 | ||
| | Form
of Subordinated Convertible Promissory Note in connection with the November 2019 private placement | | | 8-K | | | | | 4.1 | | | 11/15/2019 | ||
| | Form
of Common Stock Purchase Warrant in connection with the November 2019 private placement | | | 8-K | | | | | 4.2 | | | 11/15/2019 | ||
| | Form
of Subscription Agreement, dated December 19, 2019, by and among the Company and the Halo Sellers | | | 10-Q | | | | | 10.6 | | | 01/31/2020 | ||
| | Form
of Subordinated Convertible Promissory Note, dated December 19, 2019, by and among the Company and the Halo Sellers listed on the signature pages thereto | | | 10-Q | | | | | 4.7 | | | 01/31/2020 | ||
| | Form
of Common Stock Purchase Warrant, dated December 19, 2019, by and among the Company and the Halo Sellers | | | 10-Q | | | | | 4.8 | | | 01/31/2020 | ||
| | Form
of Common Stock Purchase Warrant, dated December 19, 2019, by and among the Company and the Shareholder Personal Guarantors | | | 10-Q | | | | | 4.10 | | | 01/31/2020 | ||
| | Form
of Common Stock Purchase Warrant Agreement in connection with the December 2018 private placement | | | 8-K | | | | | 4.1 | | | 12/13/2018 | ||
| | Registration
Rights Agreement, dated May 6, 2019, by and among the Company and the persons listed on the signature pages thereto in connection with the May 2019 private placement | | | S-1 | | | | | 10.2 | | | 10/28/2019 | ||
| | First
Amendment, dated June 10, 2019, to Registration Rights Agreement, dated May 6, 2019, by and among the Company and the stockholders party thereto | | | S-1 | | | | | 10.3 | | | 10/28/2019 | ||
| | Form
of Subscription Agreement dated April 25, 2019 in connection with the May 2019 private placement | | | 8-K | | | | | 10.1 | | | 04/30/2019 | ||
| | Registration
Rights Agreement, dated as of May 6, 2019, by and among Better Choice Company Inc. and the former stockholders of Bona Vida listed on the signature pages thereto | | | 8-K | | | | | 4.1 | | | 05/10/2019 | ||
| | Registration
Rights Agreement, dated as of May 6, 2019, by and among Better Choice Company Inc. and the former member of TruPet listed on the signature pages thereto | | | 8-K | | | | | 4.2 | | | 05/10/2019 | ||
| | Form
of Registration Rights Agreement by and among the Company and the persons listed on the signature pages thereto in connection with the November 2019 private placement | | | 8-K | | | | | 4.3 | | | 11/15/2019 | ||
| | Form
of Subscription Agreement in connection with the November 2019 private placement | | | 8-K | | | | | 10.1 | | | 11/15/2019 | ||
| | Better
Choice Company Inc. Amended and Restated 2019 Incentive Award Plan | | | 10-K | | | | | 10.19 | | | 05/04/2020 |
Exhibit | | | Exhibit
Description | | | Form | | | File No. | | | Exhibit | | | Filing
date |
| | Form of 2019 Incentive Award Plan Stock Option Agreement | | | S-1 | | | | | 10.7 | | | 10/28/2019 | ||
| | Form
of Common Stock Purchase Warrant in connection with the June 2020 private placement. | | | 10-Q | | | | | 4.11 | | | 06/25/2020 | ||
| | Form
of Subordinated Convertible Promissory Note in connection with the June 2020 private placement. | | | 10-Q | | | | | 4.12 | | | 06/25/2020 | ||
| | Form
of Subscription Agreement in connection with the June 2020 private placement. | | | 10-Q | | | | | 4.13 | | | 06/25/2020 | ||
| | Form
of Registration Rights Agreement by and among the Company and the persons listed on the signature pages thereto in connection with the June 2020 private placement. | | | 10-Q | | | | | 4.14 | | | 06/25/2020 | ||
| | Form
of Amendment to November 2019 Notes, Seller Notes and ABG Notes | | | 10-Q | | | | | 4.15 | | | 08/14/2020 | ||
| | Form
of July 2020 Common Stock Purchase Warrants | | | 8-K | | | | | 10.5 | | | 07/21/2020 | ||
| | Form
of Warrant in connection with the October 2020 Series F Private Placement | | | 8-K | | | | | 4.1 | | | 10/02/2020 | ||
| | Form
of Securities Purchase Agreement in connection with the October 2020 Series F Private Placement | | | 8-K | | | | | 10.1 | | | 10/02/2020 | ||
| | Form
of Registration Rights Agreement in connection with the October 2020 Series F Private Placement | | | 8-K | | | | | 10.2 | | | 10/02/2020 | ||
| | Exchange
Agreement by and between the Company and Cavalry Fund LP dated September 30, 2020 | | | 8-K | | | | | 10.3 | | | 10/02/2020 | ||
| | Form
of First Amendment to Registration Rights Agreement in connection with the October 2020 Series F Private Placement | | | 10-Q | | | | | 10.40 | | | 11/16/2020 | ||
| | Form
of warrant in connection with the January 2021 Private Placement | | | S-1/A | | | | | 4.22 | | | 02/16/2021 | ||
| | Form
of Securities Purchase Agreement in connection with the January 2021 Private Placement | | | S-1/A | | | | | 4.23 | | | 02/16/2021 | ||
| | Form
of Registration Rights Agreement in connection with the January 2021 Private Placement | | | S-1/A | | | | | 4.24 | | | 02/16/2021 | ||
| | Opinion
of Meister Seelig & Fein LLP | | | | | | | | | |||||
| | Form
of Indemnification Agreement by and among the Company and its officers and directors | | | S-1 | | | | | 10.8 | | | 10/28/2019 | ||
| | Employment
Agreement, dated February 1, 2019, for David Lelong | | | 8-K | | | | | 10.1 | | | 02/07/2019 | ||
| | Employment
Agreement, dated as of May 6, 2019, by and between the Company and Damian Dalla-Longa | | | 10-Q | | | | | 10.6 | | | 10/09/2019 | ||
| | Resignation
Letter from Damian Dalla-Longa, dated February 5, 2020 | | | 8-K | | | | | 10.3 | | | 02/11/2020 | ||
| | Amendment
to Employment Agreement, dated February 10, 2020, by and between Damian Dalla-Longa and the Company | | | 8-K | | | | | 10.4 | | | 02/11/2020 | ||
| | Employment
Agreement, dated as of May 6, 2019, by and between the Company and Lori Taylor | | | 10-Q | | | | | 10.7 | | | 10/09/2019 | ||
| | Separation
Agreement, dated as of September 13, 2019, by and between the Company and Lori Taylor | | | 10-K | | | | | 10.28 | | | 05/04/2020 |
Exhibit | | | Exhibit
Description | | | Form | | | File No. | | | Exhibit | | | Filing
date |
| | Employment Agreement, dated May 6, 2019, by and among the Company and
Anthony Santarsiero | | | S-1 | | | | | 10.11 | | | 10/28/2019 | ||
| | Employment
Agreement, dated June 29, 2019, by and among the Company and Andreas Schulmeyer | | | S-1 | | | | | 10.12 | | | 10/28/2019 | ||
| | Employment
Agreement, dated December 19, 2019, by and between the Company, Werner von Pein, and Halo | | | 8-K | | | | | 10.1 | | | 02/11/2020 | ||
| | Amendment
to Employment Agreement, dated February 10, 2020, by and between Werner von Pein and the Company | | | 8-K | | | | | 10.2 | | | 02/11/2020 | ||
| | Employment
Agreement, dated October 8, 2020, by and between Sharla Cook and the Company | | | 10-K | | | | | 10.12 | | | 03/30/2021 | ||
| | Employment
Agreement, dated September 27, 2020, by and between Robert Sauermann and the Company | | | 10-K | | | | | 10.13 | | | 03/30/2021 | ||
| | Employment
Agreement, dated January 1, 2021, by and between Donald Young and the Company | | | 10-K | | | | | 10.14 | | | 03/30/2021 | ||
| | Separation
and Retirement Agreement, Dated December 28, 2020 by and between Werner von Pein and the Company | | | 8-K/A | | | | | 10.1 | | | 01/05/2021 | ||
| | | | 8-K/A | | | | | 10.2 | | | 01/05/2021 | |||
| | 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 | | | | | 10.1 | | | 01/11/2021 | ||
| | Revolving
Promissory Note, dated as of January 6, 2021, issued by Halo in favor of Lender | | | 8-K | | | | | 10.2 | | | 01/11/2021 | ||
| | Term
Note A, dated as of January 6, 2021, issued by Halo in favor of Lender | | | 8-K | | | | | 10.3 | | | 01/11/2021 | ||
| | Guaranty
and Security Agreement, dated as of January 6, 2021, made by Better Choice Company Inc. (the “Company”), TruPet LLC, a Delaware limited liability company (“TruPet”) and Bona Vida, Inc., a Delaware corporation (“Bona Vida”), in favor of Lender | | | 8-K | | | | | 10.4 | | | 01/11/2021 | ||
| | Intellectual
Property Security Agreement, dated as of January 6, 2021, executed and delivered by the Company, TruPet and Bona Vida in favor of Lender | | | 8-K | | | | | 10.5 | | | 01/11/2021 | ||
| | Stock
Pledge Agreement, dated as of January 6, 2021, executed and delivered by the Company in favor of Lender | | | 8-K | | | | | 10.6 | | | 01/11/2021 | ||
| | Collateral
Pledge Agreement, dated as of January 6, 2021, executed and delivered by John M. Word, III in favor of Lender | | | 8-K | | | | | 10.7 | | | 01/11/2021 | ||
| | Agreement
effective as of February 23, 2021 by and between Emerging Media Consulting, a Florida limited liability company, and Better Choice Company, Inc. | | | 8-K | | | | | 10.1 | | | 02/18/2021 |
Exhibit | | | Exhibit
Description | | | Form | | | File No. | | | Exhibit | | | Filing
date |
| | Terms and Conditions for Winning Media LLC effective as of February 17, 2021 by and between Winning Media LLC and Better Choice Company, Inc. | | | 8-K | | | | | 10.2 | | | 02/18/2021 | ||
| | | | S-1 | | | | | 21.1 | | | 5/21/2021 | |||
| | Consent of Ernst & Young LLP | | | | | | | | | |||||
| | Power
of Attorney (set forth on the signature page to the Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 21, 2021) | | | S-1 | | | | | 21.1 | | | 5/21/2021 | ||
101 | | | The
following materials from the Company's Annual Report on Form 10-K for the year ended December 31, 2020 formatted in Inline Extensible Business Reporting Language (“iXBRL”): (i) the Consolidated Statements of Operations, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Equity and (vi) related notes, tagged as blocks of text and including detailed tags. | | | | | | | | |
† |
* | Filed or furnished herewith. |
ITEM 17. | UNDERTAKINGS |
(a) | The
undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each purchaser. |
(b) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of Better Choice Company Inc. pursuant to the foregoing provisions, or otherwise, Better Choice Company Inc. has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by Better Choice Company Inc. of expenses incurred or paid by a director, officer or controlling person of Better Choice Company Inc. in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, Better Choice Company Inc. will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
(c) | The undersigned hereby further undertakes that: |
(1) | For
purposes of determining any liability under the Securities Act the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by Better Choice Company Inc. pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
(2) | For the purpose of determining any liability under the Securities Act each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | BETTER CHOICE COMPANY INC. | ||||
| | | | |||
| | By: | | | /s/
Scott Lerner | |
| | | | |||
| | | | Chief Executive Officer |
Signature | | | Title | | | Date |
| | | | |||
/s/
Scott Lerner | | | Chief Executive Officer (Principal Executive Officer) | | | |
| ||||||
| | | | |||
/s/
Sharla A. Cook | | | Chief Financial Officer (Principal Financial and Accounting Officer) | | | |
| ||||||
| | | | |||
* | | | Director | | | |
Jeff D. Davis | | | | | ||
| | | | |||
* | | | Director | | | |
Gil Fronzaglia | | | | | ||
| | | | |||
* | | | Director | | | |
Lori Taylor | | | | | ||
| | | | |||
* | | | Director | | | |
John M. Word III | | | | | ||
| | | | |||
* | | | Director | | | |
Michael Young | | | | | ||
| | | | |||
*By
Sharla A. Cook as attorney-in-fact | | | | | ||
| | | | |||
/s/
Sharla A. Cook | | | | | ||
| | | |
This ‘S-1/A’ Filing | Date | Other Filings | ||
---|---|---|---|---|
11/1/30 | ||||
10/8/30 | ||||
6/30/30 | ||||
12/19/29 | ||||
9/17/29 | ||||
5/2/29 | ||||
1/1/29 | ||||
12/31/25 | ||||
1/6/24 | ||||
1/1/24 | ||||
6/30/23 | ||||
1/31/23 | ||||
1/1/23 | ||||
12/31/22 | ||||
12/1/22 | ||||
10/31/22 | ||||
8/28/22 | ||||
7/5/22 | ||||
5/3/22 | ||||
4/6/22 | ||||
12/31/21 | 10-K, 10-K/A | |||
11/4/21 | SC 13G | |||
8/28/21 | ||||
Filed on: | 6/16/21 | |||
6/15/21 | ||||
6/14/21 | ||||
6/11/21 | ||||
6/10/21 | ||||
5/28/21 | 8-K, UPLOAD | |||
5/21/21 | ||||
3/31/21 | 10-Q, 8-K | |||
3/30/21 | 10-K | |||
2/23/21 | ||||
2/17/21 | 8-K, EFFECT | |||
2/16/21 | CORRESP, EFFECT, S-1/A | |||
2/8/21 | ||||
2/2/21 | ||||
2/1/21 | ||||
1/22/21 | ||||
1/15/21 | ||||
1/6/21 | 8-K | |||
1/1/21 | ||||
12/31/20 | 10-K | |||
12/28/20 | ||||
12/22/20 | ||||
12/19/20 | ||||
12/9/20 | S-1 | |||
12/8/20 | ||||
12/2/20 | 8-K | |||
12/1/20 | ||||
11/30/20 | ||||
11/25/20 | 8-K | |||
11/6/20 | ||||
11/1/20 | ||||
10/31/20 | ||||
10/29/20 | ||||
10/23/20 | ||||
10/12/20 | ||||
10/8/20 | ||||
10/7/20 | ||||
10/5/20 | ||||
10/2/20 | 8-K | |||
10/1/20 | 8-K | |||
9/30/20 | 10-Q | |||
9/27/20 | ||||
9/18/20 | 8-K | |||
8/28/20 | ||||
8/5/20 | ||||
7/31/20 | ||||
7/20/20 | 8-K | |||
7/16/20 | 8-K, EFFECT | |||
6/24/20 | ||||
6/1/20 | 8-K | |||
5/22/20 | ||||
5/8/20 | 8-K | |||
5/7/20 | 8-K | |||
5/1/20 | 10-K | |||
4/13/20 | ||||
4/10/20 | ||||
3/31/20 | 10-Q | |||
3/30/20 | ||||
3/17/20 | ||||
3/5/20 | ||||
3/3/20 | ||||
2/10/20 | ||||
2/5/20 | 8-K | |||
1/20/20 | ||||
1/13/20 | 8-K | |||
1/6/20 | 8-K | |||
1/2/20 | ||||
1/1/20 | ||||
12/31/19 | 10-K, 10-K/A | |||
12/19/19 | ||||
12/18/19 | 8-K, 8-K/A | |||
12/11/19 | ||||
11/21/19 | ||||
11/11/19 | 8-K | |||
11/4/19 | ||||
10/15/19 | 8-K | |||
9/17/19 | 8-K | |||
9/13/19 | 8-K | |||
8/30/19 | ||||
8/28/19 | 8-K | |||
7/29/19 | 8-K | |||
6/29/19 | ||||
6/10/19 | 8-K | |||
5/21/19 | D | |||
5/13/19 | ||||
5/10/19 | 8-K | |||
5/6/19 | 8-K, 8-K/A | |||
5/5/19 | ||||
5/3/19 | 8-K | |||
5/2/19 | 8-K | |||
4/29/19 | 8-K | |||
4/25/19 | 8-K | |||
4/22/19 | ||||
3/15/19 | 8-K | |||
3/14/19 | 8-K | |||
3/11/19 | 8-K | |||
2/28/19 | 10-Q | |||
2/12/19 | 8-K | |||
2/5/19 | ||||
2/2/19 | 8-K | |||
2/1/19 | ||||
1/4/19 | 8-K | |||
1/1/19 | ||||
12/31/18 | 10-KT | |||
12/21/18 | 10-K, 10-Q/A | |||
12/17/18 | ||||
12/12/18 | 8-K | |||
11/1/18 | ||||
10/29/18 | 8-K | |||
10/22/18 | 8-K | |||
1/1/18 | ||||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/29/22 Better Choice Co. Inc. 10-K/A 12/31/21 16:1.6M 3/29/22 Better Choice Co. Inc. 10-K 12/31/21 95:9.1M 11/10/21 Better Choice Co. Inc. 10-Q 9/30/21 75:7.2M 8/12/21 Better Choice Co. Inc. 10-Q 6/30/21 76:7.3M |