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 1.01. Entry into a Material Definitive Agreement.
On April 29, 2022, Better For You Wellness, Inc. (the "Company"), entered into a Membership Interest Purchase Agreement (the "MIPA") with Amanda Cayemitte and Yapo M'be (the "Sellers") to acquire the right, title and interest in, including all of the outstanding membership interests of Mango Moi, LLC ("Mango Moi") located in Chicago, Illinois, for the consideration and on the terms set forth in the MIPA. Additionally, in accordance with the terms of the MIPA, the Company has entered into an Employment Agreement with Mango Moi founder Amanda Cayemitte (the "Employment Agreement"), and a Consulting Agreement with Yapo M'be (the "Consulting Agreement"), respectively.
The foregoing descriptions of the MIPA, the Employment Agreement, and the Consulting Agreement, do not purport to be complete and are qualified in their entirety by reference to the full text of the MIPA, the Employment Agreement, and the Consulting Agreement, 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 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information provided above in Item 1.01 herein is incorporated by reference into this Item 2.03.
Item 7.01. Regulation FD Disclosure.
On May 2, 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 9.01. Financial Statements and Exhibits.
(d) Exhibits
| NUMBER | EXHIBIT |
| 10.1 | Form of MIPA, Employment Agreement, and Consulting Agreement |
| 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 2, 2022 | /s/ Ian James |
| Ian James Chief Executive Officer |