UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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
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"We", "Us", "The Issuer" and or "the Company" refer to Better For You Wellness, Inc., a Nevada Company.
Item 7.01. Regulation FD Disclosure.
On May 5, 2022, we issued a press release relating to, amongst other things, the information and events disclosed within this Form 8-K. A copy of the Company's press release is furnished as Exhibit 99.1 to this Report.
The information in this Item 7.01, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 8.01. Other Events.
On May 2, 2022, Better For You Wellness, Inc. and Ironwood Clay Co Inc. ("Ironwood") entered into a non-binding Letter of Intent (the "LOI") outlining the principal terms and conditions on which the Company is prepared to enter into a formal Purchase and Sale Agreement for all the issued and outstanding shares of Ironwood. This LOI supersedes and replaces any and all prior non-binding letters of intent entered into between the Company and Ironwood.
Under the terms of the LOI, the Company is expected to pay a total purchase price of approximately $25,400,000 CAD, comprised of $9,400,000 CAD of Better For You Wellness, Inc. stock, and $16,000,000 CAD in cash, of which $8,000,000 CAD is payable at closing and the remainder of which is due within 12 months of closing. Closing is expected to occur on June 30, 2022.
The foregoing description of the LOI does not purport to be complete and is qualified in its entirety by reference to the full text of the LOI, copies of the forms of which are filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| NUMBER | EXHIBIT |
| 10.1 | Form of LOI |
| 99.1 | Press Release |
| 104 | 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.
SIGNATURES
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. | |
| Dated: May 5, 2022 | /s/ Ian James |
| Ian James Chief Executive Officer |