SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 11, 2023
Better For You Wellness, Inc. |
(Exact name of registrant as specified in its charter) |
| | | | |
(state or other jurisdiction of incorporation) | | | | (IRS Employer Identification Number) |
| | |
(address of principal executive offices) | | |
|
(registrant’s telephone number, including area code) |
|
(former name or former mailing address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | Name of each exchange on which
registered |
| | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
“We”, “Us”, “The Issuer” and or “the Company” refer to Better For You Wellness, Inc., a Nevada Company.
On September 18, 2023, Better For You Wellness entered into a
Membership Interest Purchase Agreement (MIPA)
to acquire The Ideation Lab and its divisions, including The Jordre Well and its signature functional beverage line, Stephen James Curated Coffee Collection.
According to the
MIPA, the transaction, valued at three million dollars ($3,000,000), The Ideation Lab shareholders were to be issued Series A Preferred Shares unless they duly executed and delivered Consideration of Election Form by 5:00 pm EST October 1, 2023. In the absence of any Consideration of Election Form having been duly executed or delivered, The Ideation Lab shareholders will be issued Series A Preferred Shares at the close of the Transaction.
This strategic decision aims to minimize shareholder dilution.
ITEM 9.01. Financial Statements and Exhibits.
| | |
| | |
| | Announcement of Election by members of The Ideation Lab pursuant to the Membership Interest Purchase Agreement for The Ideation Lab and its subsidiaries |
|
| |
| | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Portions of this report may constitute "forward-looking statements" as defined by federal law. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that actual outcomes will not be materially different. Any such statements are made in reliance on the "safe harbor" protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about issues that could lead to material changes in the Company's performance is contained in the Company's filings with the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Better For You Wellness, Inc. |
| |
| |
| |