DEF 14C: Better For You Wellness, Inc. Announces Reverse Stock Split to Enable Future Uplisting

Better For You Wellness, Inc. plans a reverse stock split, ranging from 500-for-1 to 5000-for-1, to facilitate a potential uplisting to a national securities exchange.

Summary

• Better For You Wellness, Inc. has approved an amendment to its articles of incorporation to effect a reverse stock split of its common stock.
• The reverse split ratio will be between 500-for-1 and 5000-for-1, with the Board of Directors determining the exact ratio and date.
• The primary purpose of the reverse stock split is to enable a future uplisting of the company's common stock to a national securities exchange.
• The action was approved by written consent of stockholders holding a majority (79.21%) of the voting power as of April 8, 2024.
• The reverse split will become effective 20 days after the Information Statement is mailed to stockholders and after FINRA approval.
• As of April 23, 2024, there were 507,804,946 shares of Common Stock and 996,509 shares of Series A Preferred Stock outstanding.
• Ian James holds 46.759% and Stephen Letourneau holds 32.45% of the total voting power.
• Fractional shares resulting from the reverse split will be rounded up to the nearest whole share.
• The company's authorized share capital includes up to 2,000,000,000 shares of Common Stock and up to 200,000,000 shares of Series A Preferred Stock, each with a par value of $0.0001 per share.

Sentiment

Score: 6

Explanation: The document is neutral in tone, outlining the details of a reverse stock split. While the intention is positive (uplisting), there are inherent risks and uncertainties associated with such actions.

Positives

• The reverse stock split is intended to increase the per-share market price of the company's common stock.
• Uplisting to a national securities exchange could increase the company's visibility and attract more investors.
• The reverse stock split could reduce certain costs for the company.
• Rounding up fractional shares to whole shares benefits stockholders.

Negatives

• Reverse stock splits can have a negative perception among investors.
• There is no guarantee that the stock price will increase or remain at a higher level after the reverse split.
• The total market capitalization of the company may be lower after the reverse stock split.
• Brokerage commissions and other costs of transactions in odd-lots are generally higher than the costs of transactions in round-lots of even multiples of 100 shares.

Risks

• The market price of the common stock may not increase in proportion to the reduction in the number of shares outstanding.
• The stock price could decline back to pre-reverse split levels.
• Other factors, such as financial results and market conditions, could adversely affect the market price.
• The reverse stock split could have an anti-takeover effect, potentially limiting opportunities for stockholders to dispose of their shares at a higher price.

Future Outlook

The company intends to file the amendment to its articles of incorporation to effect the reverse stock split approximately 20 days after the Information Statement is mailed to stockholders, pending FINRA approval, with the goal of uplisting to a national securities exchange.

Management Comments

• The company believes that effecting the reverse stock split is in the company's and its stockholders' best interests.
• The Board determined that the potential benefits of the reverse stock split outweighed the negative factors.

Industry Context

Reverse stock splits are often used by companies trading at low prices to increase their stock price and meet the listing requirements of major exchanges. However, the success of a reverse stock split depends on various factors, including the company's financial performance and market conditions.

Comparison to Industry Standards

• Many companies in similar situations have pursued reverse stock splits to improve their stock price and attract institutional investors.
• However, the long-term success of these splits varies widely, with some companies experiencing sustained price increases while others see their stock price decline again.
• Comparable companies that have undertaken reverse stock splits include [hypothetical company A] and [hypothetical company B], with mixed results in terms of long-term stock performance.

Stakeholder Impact

• Shareholders will experience a reduction in the number of shares they own, but their percentage ownership will remain the same (except for fractional shares rounded up).
• The reverse stock split may affect the market price of the company's stock, potentially impacting shareholder value.
• Employees with stock options or other equity incentives will see adjustments to their holdings.

Next Steps

• File the amendment to the articles of incorporation with the Secretary of State of Nevada.
• Obtain a new CUSIP number for the new Common Stock.
• Notify shareholders of the effectiveness of the reverse split.
• Exchange stock certificates through the transfer agent.

Key Dates

Keywords

reverse stock split, uplisting, common stock, articles of incorporation, shareholders, BFYW, stock