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    SEC Form SC 13G filed by Better Choice Company Inc.

    8/9/24 4:52:02 PM ET
    $BTTR
    Beverages (Production/Distribution)
    Consumer Staples
    Get the next $BTTR alert in real time by email
    SC 13G 1 bttr_sc13g-080924.htm SCHEDULE 13G

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934

    (Amendment No. )*

     
    Better Choice Company Inc.

    (Name of Issuer)

     

     
     
    Common Stock, par value $0.001
    (Title of Class of Securities)
     
     

     

    08771Y402

    (CUSIP Number)

     

     
     
    July 30, 2024
    (Date of Event Which Requires Filing of this Statement)

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

      ☐ Rule 13d-1(b)
         
      ☒ Rule 13d-1(c)
         
      ☐ Rule 13d-1(d)

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

    Page 2 of 9

     

    CUSIP No. 08771Y402  

     

    1

    NAME OF REPORTING PERSONS
    Altium Capital Management, LP

     

    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
    (ENTITIES ONLY) EIN: 82-2066653

     
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐

    (b) ☐

    3 SEC USE ONLY  
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware, United States of America

     

    NUMBER OF
    SHARES

    BENEFICIALLY
    OWNED BY

    EACH
    REPORTING

    PERSON
    WITH:

    5

    SOLE VOTING

    0

     
    6

    SHARED VOTING POWER

    155,000 shares of Common Stock

    345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

     
    7

    SOLE DISPOSITIVE POWER

    0

     
    8

    SHARED DISPOSITIVE POWER

    155,000 shares of Common Stock

    345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

     
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    155,000 shares of Common Stock

    345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

     
    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8%(2)

     
    12

    TYPE OF REPORTING PERSON

    IA, PN

     
             

    (1)    As more fully described in Item 4, the Pre-Funded Warrants (the “Warrants”) are each subject to a 4.99% blocker (the “Warrant Blocker”). However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such Warrants and does not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8) and (9).

     

    (2)    Based on 2,683,329 shares of Common Stock outstanding as of July 29, 2024, as set forth in the Issuer’s Form 424(b)(1), filed with the Securities and Exchange Commission (“SEC”) on July 31, 2024, which includes 100,000 shares of Common Stock based on an exercise of the over-allotment option which closed on August 2, 2024, reported in the Issuer’s Form 8-K filed with the SEC on August 7, 2024.

     

     

     

    Page 3 of 9

     

    CUSIP No. 08771Y402    

     

    1

    NAME OF REPORTING PERSONS
    Altium Growth Fund, LP

     

    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
    (ENTITIES ONLY) EIN: 82-2105101

     
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐

    (b) ☐

    3 SEC USE ONLY  
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware, United States of America

     

    NUMBER OF
    SHARES

    BENEFICIALLY
    OWNED BY

    EACH
    REPORTING

    PERSON
    WITH:

    5

    SOLE VOTING

    0

     
    6

    SHARED VOTING POWER

    155,000 shares of Common Stock

    345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

     
    7

    SOLE DISPOSITIVE POWER

    0

     
    8

    SHARED DISPOSITIVE POWER

    155,000 shares of Common Stock

    345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

     
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    155,000 shares of Common Stock

    345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

     
    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8%(2)

     
    12

    TYPE OF REPORTING PERSON

    PN

     
             

     

    (1)    As more fully described in Item 4, the Pre-Funded Warrants (the “Warrants”) are each subject to a 4.99% blocker (the “Warrant Blocker”). However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such Warrants and does not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8) and (9).

     

    (2)    Based on 2,683,329 shares of Common Stock outstanding as of July 29, 2024, as set forth in the Issuer’s Form 424(b)(1), filed with the SEC on July 31, 2024, which includes 100,000 shares of Common Stock based on an exercise of the over-allotment option which closed on August 2, 2024, reported in the Issuer’s Form 8-K filed with the SEC on August 7, 2024.

     

     

     

     

    Page 4 of 9

    CUSIP No. 08771Y402    

     

    1

    NAME OF REPORTING PERSONS

    Altium Growth GP, LLC

     

    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
    (ENTITIES ONLY) EIN: 82-2086430

     
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐

    (b) ☐

    3 SEC USE ONLY  
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware, United States of America

     

    NUMBER OF
    SHARES

    BENEFICIALLY
    OWNED BY

    EACH
    REPORTING

    PERSON
    WITH:

    5

    SOLE VOTING

    0

     
    6

    SHARED VOTING POWER

    155,000 shares of Common Stock

    345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

     
    7

    SOLE DISPOSITIVE POWER

    0

     
    8

    SHARED DISPOSITIVE POWER

    155,000 shares of Common Stock

    345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

     
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    155,000 shares of Common Stock

    345,000 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

     
    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    5.8%(2)

     
    12

    TYPE OF REPORTING PERSON

    OO

     

     

     

     

    (1)    As more fully described in Item 4, the Pre-Funded Warrants (the “Warrants”) are each subject to a 4.99% blocker (the “Warrant Blocker”). However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such Warrants and does not give effect to the Warrant Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to such Warrant Blocker, is less than the number of securities reported in rows (6), (8) and (9).

     

    (2)    Based on 2,683,329 shares of Common Stock outstanding as of July 29, 2024, as set forth in the Issuer’s Form 424(b)(1), filed with the SEC on July 31, 2024, which includes 100,000 shares of Common Stock based on an exercise of the over-allotment option which closed on August 2, 2024, reported in the Issuer’s Form 8-K filed with the SEC on August 7, 2024.

     

     

    Page 5 of 9

     


    CUSIP No.
    08771Y402    

     

    Item 1(a).   Name of Issuer:                                                         Better Choice Company Inc. (the “Issuer”)
         
         
    Item 1(b).  

    Address of Issuer’s Principal Executive Offices: 12400 Race Track Road

    Tampa, Florida 33626

         
         
    Item 2(a).  

    Name of Person Filing:

    This statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund.

     

    Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

     

    Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

         
         
    Item 2(b).   Address of Principal Business Office or, if None, Residence:
        The address of the principal business office of each of the reporting persons is
    152 West 57th Street, FL 20, New York, NY 10019
         
         
    Item 2(c).   Citizenship:
        See Item 4 on the cover page(s) hereto.
         
         
    Item 2(d).   Title of Class of Securities:
        Common Stock, par value $0.001 (“Common Stock”)
         
         
    Item 2(e).   CUSIP Number: 08771Y402
         
         
    Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
       
      (a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).
           
      (b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

     

    Page 6 of 9

     

    CUSIP No. 08771Y402    
           
      (c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).
           
      (d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
           
      (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
           
      (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
           
      (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);
           
      (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
           
      (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);
           
      (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).
           
    Item 4. Ownership.
     

     

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     

    The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 2,683,329 shares of Common Stock outstanding as of July 29, 2024, as set forth in the Issuer’s Form 424(b)(1), filed with the SEC on July 31, 2024, which includes 100,000 shares of Common Stock based on an exercise of the over-allotment option which closed on August 2, 2024, reported in the Issuer’s Form 8-K filed with the SEC on August 7, 2024.

     

    Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Common Stock and Pre-Funded Warrants. As described above the Reporting Persons are subject to a Warrant Blocker and as a result cannot exercise the Warrants to the extent the Reporting Persons would beneficially own, after any such conversion or exercise, more than 4.99% of the outstanding shares of Common Stock.

     

     

               

     

     

    Page 7 of 9

     

    CUSIP No . 08771Y402    

     

    Item 5. Ownership of Five Percent or Less of a Class.
       
      If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]
       
    Item 6. Ownership of More than Five Percent on Behalf of Another Person.
      Not applicable
       
       
    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
      Not applicable
       
       
    Item 8. Identification and Classification of Members of the Group.
      Not applicable
       
       
    Item 9. Notice of Dissolution of Group.
      Not applicable
       
    Item 10. Certification.

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

      Dated: August 9, 2024  
           
      Altium Capital Management, LP  
           
      By /s/ Jacob Gottlieb  
      Name: Jacob Gottlieb  
      Title: CEO  
           
      Altium Growth Fund, LP  
         
      By: Altium Growth GP, LLC  
      Its: General Partner  
         
      Signature: /s/ Jacob Gottlieb  
      Name: Jacob Gottlieb  
      Title: Managing Member of Altium Growth GP, LLC  
           
           
      Altium Growth GP, LLC  
       
      By: /s/ Jacob Gottlieb  
      Name: Jacob Gottlieb  
      Title: Managing Member  

     

    Page 8 of 9

     

    EXHIBIT INDEX

     

     

    EXHIBIT 1: Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

     

     

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      TAMPA, Fla., April 25, 2025 (GLOBE NEWSWIRE) -- Better Choice Company, Inc. (NYSE:BTTR) ("Better Choice" or the "Company"), a pet health and wellness company, today announced that it is canceling the previously declared stock dividend of 0.35 per share for every 1 share held of common stock, which was previously announced on April 7, 2025. About Better Choice Company Inc. Better Choice Company Inc. is a rapidly growing pet health and wellness company committed to leading the industry shift toward pet products and services that help dogs and cats live healthier, happier, and longer lives. We take an alternative, nutrition-based approach to pet health relative to conventional dog and cat fo

      4/25/25 8:45:00 AM ET
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    • Better Choice Company Appoints Renowned Expert in Rare and Undiagnosed Diseases, Dr. Paldeep S. Atwal, as its United States Special Healthcare Advisor

      TAMPA, Fla., March 04, 2025 (GLOBE NEWSWIRE) -- Better Choice Company, Inc. (NYSE:BTTR) ("Better Choice" or the "Company"), a pet health and wellness company, today announced the appointment of Dr. Paldeep S. Atwal as its United States Special Healthcare Advisor. Renowned for his expertise in rare and undiagnosed diseases, Dr. Atwal has dedicated his career to advancing the field of genomic medicine through cutting-edge diagnostics, research, and patient care. Dr. Atwal is a board-certified clinical and medical biochemical geneticist and the founder of Atwal Clinic for Genomic & Personalized Medicine, a premier private genetics clinic in Palm Beach, FL. Previously, he served as Medical Di

      3/4/25 10:00:00 AM ET
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    • Better Choice Appoints Kent Cunningham as Chief Executive Officer

      NEW YORK, May 11, 2023 (GLOBE NEWSWIRE) -- Better Choice Company (NYSE:BTTR) ("Better Choice" or "the Company"), a pet health and wellness company, today announced it has appointed Kent Cunningham as Chief Executive Officer effective May 22, 2023. Mr. Cunningham is a passionate brand builder and business leader with over 25 years of CPG and Health & Wellness marketing and sales experience across a range of corporate environments and categories including accelerating growth within multinationals, brand turnarounds and high value exits in the private equity business for the likes of KKR & Co. Inc. Most recently, Mr. Cunningham was CEO of 1440 Foods, a sports and active nutrition company

      5/11/23 9:00:00 AM ET
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    • Better Choice Company Appoints Lionel Conacher and Arlene Dickinson to the Board of Directors

      NEW YORK, Oct. 01, 2021 (GLOBE NEWSWIRE) -- Better Choice Company (NYSE:BTTR) (the "Company" or "Better Choice"), a pet health and wellness company, today announced that it has appointed two new members to its Board of Directors, Lionel Conacher and Arlene Dickinson. They will replace current serving directors, Lori Taylor and Jeff Davis, effective September 28, 2021. Lionel Conacher joins Better Choice with over thirty years of financial experience, spanning senior positions in public companies in both Canada and the US, investment banking, private equity and venture capital. Mr. Conacher currently serves as Chairman of DXL Group (NASDAQ:DXLG), where he has successfully guided the re

      10/1/21 8:01:00 AM ET
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