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).
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"We", "Us", "The Issuer" and or "the Company" refer to Better For You Wellness, Inc., a Nevada Company.
Item 1.01 Entry into a Material Definitive Agreement
On July 11, 2022, the Company entered into a Common Share Option Cancellation and Forfeiture Agreement with former Director Dr. Nicola Finley (the "Option Cancellation and Forfeiture Agreement"). Under the Option Cancellation and Forfeiture Agreement, Dr. Nicola Finley forfeited, and the Company canceled Dr. Nicola Finley's option to purchase 4,000,000 common shares of the Company that was granted to the optionee pursuant to the Director Agreement dated as of August 29, 2021. Upon such forfeiture and cancellation, Dr. Nicola Finley has no further rights to exercise the option to purchase 4,000,000 common shares of the Company. The cancellation and forfeiture set forth in the Option Cancellation and Forfeiture Agreement shall not affect the restricted common shares granted by the Company to Dr. Nicola Finley pursuant to the Director Agreement dated as of August 29, 2021. As a payment in lieu of whatever benefits, if any, to which Dr. Nicola Finley may have been entitled to under the option to purchase 4,000,000 common shares of the Company, the Company shall pay Dr. Nicola Finley $1.00.
The foregoing description of the Option Cancellation and Forfeiture Agreement is qualified by reference to the full text of the Option Cancellation and Forfeiture Agreement, the form of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing description of the Director Agreement dated as of August 29, 2021 is qualified by reference to the full text of the Director Agreement, the form of which is filed as Exhibit 10.5 to the Current Report on Form 8-K filed on September 2, 2021 and is incorporated herein by reference.
Item 8.01 Other Events
On July 11, 2022, the Company received written notice from Mast Hill Fund, L.P., a Delaware limited partnership ("Mast Hill") of the extension of the timeframes in Section 2(a) of the Registration Rights Agreement dated as of April 12, 2022 to 180 calendar days to file the Company's initial Registration Statement and 270 calendar days to have the Company's initial Registration Statement declared effective.
The foregoing description of the Registration Rights Agreement dated as of April 12, 2022 is qualified by reference to the full text of the Registration Rights Agreement, the form of which is filed as Exhibit 10.3 to the Current Report on Form 8-K filed on April 18, 2022 and is incorporated herein by reference.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits
| NUMBER | EXHIBIT |
| 10.1 | Option Cancellation and Forfeiture Agreement |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: July 13, 2022 | /s/ Ian James |
| Ian James Chief Executive Officer |