falseOH0001852707 0001852707 2024-02-26 2024-02-26
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.
C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of Earliest Event Reported): February 26, 2024
 
Better For You Wellness, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
 
000-56262
 
87-2903933
(state or other jurisdiction of

incorporation)
 
(Commission File Number)
 
(IRS Employer Identification

Number)
 
1349 East Broad Street
Columbus,
OH
 
43205
(address of principal executive offices)
 
(zip code)
 
+1 (614) 368-9898
(registrant’s telephone number, including area code)
 
Not Applicable
(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:
 
Title of each class
 
Trading Symbol(s)
 
Name of each exchange on which

registered
None
 
None
 
None
 
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
 
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.
 
 
 
 
 
 
Item 
7.01.
 
Regulatory FD Disclosure.
 
On February 26, 2024, Better For You Wellness, Inc., a Nevada corporation (the “
Company
”), issued a shareholder letter which provides an update to shareholders. A copy of the shareholder letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Pursuant to the rules and regulations of the Securities and Exchange Commission (the “
SEC
”), the information in this Item 7.01 disclosure, including Exhibit 99.1 and the information set forth therein, is deemed to have been furnished to, and shall not be deemed to be “filed” with, the SEC.
 
The shareholder letter may contain forward-looking statements. Such forward-looking statements are based on information presently available to the Company’s management and are current only as of the date made. Actual results could also differ materially from those anticipated as a result of a number of factors, including, but not limited to, those discussed in the Company’s Annual Report on Form 10-K for the year ended February 28, 2023, and subsequent reports filed by the Company with the SEC. For those reasons, undue reliance should not be placed on any forward-looking statement. The Company assumes no duty or obligation to update or revise any forward-looking statement, although it may do so from time to time as management believes is warranted or as may be required by applicable securities law. Any such updates or revisions may be made by the registrant by filing reports with the SEC, through the issuance of press releases or by other methods of public disclosure.
 
Item 
9.01
 
Financial Statements and Exhibits
 
(d) Exhibits.
 
Exhibit No.
 
Description
104
 
Cover Page Interactive Data File (formatted in Inline XBRL)
 
 
2
 
 
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: February 26, 2024
/s/ Ian James
 
Ian James, Chief Executive Officer
 
 
3
 

Exhibit 99.1

 

Columbus, OH February 26, 2024

 

Subject:  BFYW's Growth Initiative Gives Our Stock Room to Grow

 

Dear Fellow Shareholders:

 

Some of you have asked what kind of growth we foresee by making our premium coffee collection, Stephen James Curated Coffee Collection (SJCCC), BFYW's North Star. We thought that question deserved a well-reasoned answer and the details we relied upon to reach our conclusions. I want to walk you through our analysis below.

 

Our competitive market analysis identified and intensely scrutinized ten synergistic publicly traded coffee companies. As a measure of growth, we examined each company's TTM Revenue and Market Cap as of February 19, 2024. The analysis revealed an average Price-to-Sales ratio of 2.04, leading us to determine low and high estimates to establish an average price-to-sale benchmark of 1.97. Furthermore, many companies have negative price-to-earnings; conversely, after funding, we project SJCCC to break even by the 20th month and remain profitable for the foreseeable future.

 

As a measure of growth, we examined each company's TTM Revenue and Market Cap as of February 19, 2024. The analysis revealed an average Price-to-Sales ratio of 2.04. Furthermore, many companies have negative price-to-earnings. After funding, we project SJCCC to break even by the 20th month and remain profitable for the foreseeable future.

 

We utilized a comprehensive analysis incorporating low and high estimates to establish an average price-to-sale benchmark of 1.97.

 

Competitive Market Analysis 


Companies

 

Ticker

 

 

Exchange

 

 

Share
Price

 

 

Market Cap

 

 

Revenue TTM

 

 

Price-
to-
Sale

 

Dutch Brothers, Inc.

 

 

BROS

 

 

 

NYSE

 

 

 

27.40

 

 

 

4,852,961,000

 

 

 

913,480,000

 

 

 

5.31

 

Westrock Coffee Company

 

 

WEST

 

 

 

NASDAQ

 

 

 

10.99

 

 

 

978,260,000

 

 

 

877,500,000

 

 

 

1.11

 

Black Rifle Coffee Company

 

 

BRCC

 

 

 

NYSE

 

 

 

4.25

 

 

 

901,180,000

 

 

 

369,600,000

 

 

 

2.44

 

Restaurant Brands International, Inc.

 

 

QSR

 

 

 

NYSE

 

 

 

77.19

 

 

 

24,118,390,000

 

 

 

7,020,000,000

 

 

 

3.44

 

Farmer Brothers, Inc.

 

 

FARM

 

 

 

NASDAQ

 

 

 

3.77

 

 

 

76,500,200

 

 

 

342,600,000

 

 

 

0.22

 

Hain Celestial Group, Inc.

 

 

HAIN

 

 

 

NASDAQ

 

 

 

9.70

 

 

 

870,925,400

 

 

 

1,890,000,000

 

 

 

0.46

 

Keurig Dr Pepper, Inc

 

 

KDP

 

 

 

NASDAQ

 

 

 

30.97

 

 

 

43,306,470,000

 

 

 

14,060,000,000

 

 

 

3.08

 

Coffee Holding Company

 

 

JVA

 

 

 

NASDAQ

 

 

 

1.25

 

 

 

6,964,490

 

 

 

68,200,000

 

 

 

0.10

 

Nestle

 

 

NSRGY

 

 

 

OTCM

 

 

 

110.23

 

 

 

294,314,100,000

 

 

 

107,560,000,000

 

 

 

2.74

 

Peets

 

 

JDPE

 

 

 

AEX

 

 

 

24.78

 

 

 

12,455,932,900

 

 

 

8,150,000,000

 

 

 

1.53

 

Average

 

 

N/A

 

 

 

N/A

 

 

 

30.05

 

 

 

38,188,168,399

 

 

 

14,125,138,000

 

 

 

2.04

 

Better For You Wellness

 

 

BFYW

 

 

 

OTCM

 

 

 

Low Estimate*

 

 

 

   

1.91

 

Better For You Wellness

 

 

BFYW

 

 

 

OTCM

 

 

 

Average Price-to-Sale**

 

 

 

1.97

 

Better For You Wellness

 

 

BFYW

 

 

 

OTCM

 

 

 

High Estimate

 

 

 

 

 

 

2.04

 

 

*

Lower removes the two top and two low P/S

**

The Average of the Low and High P/S


Source: Market Data collected from Fidelity, WSJ.com, and StockAnalysis.com on February 19, 2024



 


Having strategically entered Kroger last year, our sales projections for 2024 anticipate a presence in 250 stores by late summer, with a remarkable doubling of doors served year-over-year for the next four years. Our ambitious expansion plan projects nearly 4,000 stores by the fifth year, including significant grocers such as Kroger, Giant Eagle, Wegmans, etc.

 

Our revenue projections and associated costs like COGs and operational expenses are meticulously calculated by leveraging Kroger's metrics and drawing on our collective experiences with manufacturing and distribution partners. The annual multiplication of revenue and price-to-sales ratios forms the basis for establishing a year-over-year projected market capitalization (i.e., revenue x P/S = market cap). Further, to estimate the Share Price, we divide the market cap by authorized shares, providing a projection for the share price (i.e., market cap / authorized shares = share price).

 

The graph below vividly illustrates the compelling results derived from this analysis. It substantiates our decision to take the brand to the public market and indicates significant growth potential for BFYW Stock. It's essential to note that we have truncated the P/S decimal value in the graph for clarity and illustration purposes. These findings collectively underscore the favorable trajectory and potential for growth that BFYW's stock, your stock, holds in the market.

 

BETTER FOR YOU WELLNESS, INC. (OTCM: BFYW)

 

As of February 19, 2024

 

Per Share Price $0.0040

 

Current Market Cap

 

$

1,676,837

 

 

 

Shares Outstanding 

  

  

  

419,209,200 

  

Estimated Price-to-Sale Ratio (P/S) 

 

 

1.97

 

 

 

Estimated P/S applied to the Term of the Note for projection purposes only

 

 

 

 

Year One

 

 

Year Two

 

 

Year Three

 

 

Year Four

 

 

Year Five

 

Total Projected Revenue

 

$

1,055,503

 

 

$

8,036,770

 

 

$

23,340,949

 

 

$

39,254,052

 

 

$

59,795,058

 

Estimated YE Cash-in-Hand (Projected Retained Earnings)

 

$

906,044

 

 

$

125,430

 

 

$

1,220,542

 

 

$

6,791,360

 

 

$

17,306,217

 

Estimated Shares Outstanding *

 

 

419,609,200

 

 

 

420,009,200

 

 

 

420,409,200

 

 

 

420,809,200

 

 

 

421,209,200

 

Estimated Price Per Share

 

$

0.0050

 

 

$

0.0377

 

 

$

0.1094

 

 

$

0.1838

 

 

$

0.2797

 

Projected Market Cap

 

$ 

2,079,341 

  

  

$ 

15,832,437 

  

  

$ 

45,981,669 

  

  

$ 

77,330,483 

  

  

$ 

117,796,263 

  

 

*

Assumes issuance of 100,000 Shares per Independent Director per year.


The projections above are based on a comprehensive market analysis of ten prominent publicly traded coffee companies.


Source: Market Data collected from Fidelity, WSJ.com, and StockAnalysis.com on February 19, 2024.

These projections only include SJCCC.

 

We developed the BFYW Growth Initiative to grow shareholder value by generating revenue and building profitability via BFYW's Stephen James Curated Coffee Collection. The initiative focuses our energies on the SJCCC premium coffee brand, as coffee is the second most consumed beverage in the world, leverages its retail relationship with Kroger, prepares our creative/marketing teams to grow brand awareness, and our manufacturing and distribution team to ensure we can continue to scale commercially at reduced costs for increasing online and in-store coast-to-coast sales. The next step is to secure the growth capital for full implementation.

 

I hope the information above helps you understand our thinking and why I am enthusiastic about championing and raising the capital to implement this initiative.

 


 


I appreciate your being a shareholder and your continued interest in our growth. I look forward to sharing a captivating lineup of products to launch soon and informing you as we progress on this exciting journey.

 

If you have any questions, please visit our Contact Page on BFYW.com and use our contact form. Our Team will forward your email to me for review.

 

All the best.




Ian James

Chairman and CEO

Better For You Wellness, Inc.


Read the Series of Open Letters on BFYW's Growth Initiative

Letter #1: December 18, 2023
Unlocking Growth and Profitability: An Open Letter to Our Valued Shareholders from BFYW's Chairman and CEO

Letter #2: January 23, 2024
Progress Update and Strategic Outlook - A Letter to Shareholders
Letter #3: January 30, 2024
Our Premium Coffee Forecast Deep Dive