8-K

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
99.1	Shareholder Letter dated February 26, 2024
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

EX-99.1

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

 

XML

Document and Entity Information Document	Feb. 26, 2024
Document Information [Line Items]
Document Type	8-K
Document Creation Date	Feb. 26, 2024
Document Period End Date	Feb. 26, 2024
Amendment Flag	false
Entity Registrant Name	Better For You Wellness, Inc.
Entity Address, Address Line One	1349 East Broad Street
Entity Address, City or Town	Columbus
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43205
Entity Incorporation, State Country Name	NV
City Area Code	614
Local Phone Number	368-9898
Entity File Number	000-56262
Entity Central Index Key	0001852707
Entity Emerging Growth Company	true
Entity Tax Identification Number	87-2903933
Entity Ex Transition Period	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false