Form 424B1 - Prospectus [Rule 424(b)(1)] (2024)

FiledPursuant to Rule 424(b)(1)

RegistrationNo. : 333-280714

PROSPECTUS

639,000Shares of Common Stock

Pre-Funded Warrants to Purchase 1,028,000Shares of Common Stock

1,028,000Shares of Common Stock Underlying Such Pre-FundedWarrants

BetterChoice Company Inc.

Thisis a firm commitment public offering of 639,000 shares of common stock of Better Choice Company Inc., par value $0.001 pershare, at a public offering price of $3.00 per share and pre-funded warrants to purchase 1,028,000 shares of commonstock (the “Pre-Funded Warrants”) at a public offering price of $2.99 per Pre-Funded Warrant. Each Pre-Funded Warrantwill be immediately exercisable for one share of common stock and may be exercised at any time until all of the Pre-Funded Warrantsare exercised in full. The exercise price of each Pre-Funded Warrant will be $0.01 per share.

Our common stock is quoted on the NYSE American under the symbol “BTTR.” On July 29, 2024, the closing price of our common stock was $3.35 per share.There is no established public trading market for the Pre-Funded Warrants and we do not expect a marketto develop. Without an active trading market, the liquidity of the Pre-Funded Warrants will be limited.

Weare a “smaller reporting company” under applicable Securities and Exchange Commission rules and are subject to reduced publiccompany reporting requirements for this prospectus and future filings.

Neitherthe Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determinedif this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Investingin our common stock involves a high degree of risk. Before buying any common stock, you should read the discussion of material risksof investing in our common stock in the section entitled “Risk Factors” beginning on page 4 of this prospectus.

Wehave granted a 45-day option to the representative of the underwriters to purchase up to 100,000 additional shares of common stockand/or Pre-Funded Warrants solely to cover over-allotments, if any.

Theunderwriters expect to deliver the securities to the purchasers on or about July 31, 2024.

ThinkEquity

Thedate of this prospectus is July 29, 2024

TABLEOF CONTENTS

Wehave not, and the underwriter and their affiliates have not, authorized anyone to provide you with any information or to make any representationnot contained or incorporated by reference in this prospectus or any related free writing prospectus. We do not, and the underwriterand its affiliates do not, take any responsibility for, and can provide no assurance as to the reliability of, any information that othersmay provide to you. This prospectus is not an offer to sell or an offer to buy common stock in any jurisdiction where offers and salesare not permitted. The information in this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectusor any sale of common stock. You should also read and consider the information in the documents to which we have referred you under thecaption “Where You Can Find More Information” in the prospectus.

Neitherwe nor the underwriter have done anything that would permit a public offering of the common stock or possession or distribution of thisprospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the UnitedStates who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offeringof the common stock and the distribution of this prospectus outside of the United States.

Theinformation contained in this prospectus is accurate only as of its date, regardless of the time of delivery of this prospectus, or anyfree writing prospectus, as the case may be, or any shares of our common stock. Our business, results of operations, financial conditionand prospects may have changed since that date.

Beforepurchasing any securities, you should carefully read both this prospectus, together with the additional information described under theheadings “Where You Can Find More Information” and “Incorporation of Certain Documents by Reference”in this prospectus.

FORWARDLOOKING STATEMENTS

Theinformation in this prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Actof 1995. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements containedin Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities ExchangeAct of 1934, as amended (the “Exchange Act”). All statements other than statements of historical facts contained in thisprospectus are “forward-looking statements” for purposes of federal and state securities laws, including statements regardingour expectations and projections regarding future developments, operations and financial conditions, and the anticipated impact of ouracquisitions, business strategy, and strategic priorities. These statements involve known and unknown risks, uncertainties and otherimportant factors that may cause our actual results, performance or achievements to be materially different from any future results,performance or achievements expressed or implied by the forward-looking statements.

Insome cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”“expect,” “plan,” “anticipate,” “could,” “intend,” “target,”“project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”or “continue” or the negative of these terms or other similar expressions, although not all forward-looking statements containthese words. The forward-looking statements in this prospectus are only predictions and are based largely on our current expectationsand projections about future events and financial trends that we believe may affect our business, financial condition and results ofoperations. These forward-looking statements speak only as of the date of this prospectus and are subject to a number of known and unknownrisks, uncertainties and assumptions. Although we believe the expectations reflected in any of our forward-looking statements are reasonable,actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financialcondition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties.

Theseforward-looking statements present our estimates and assumptions only as of the date of this prospectus. Accordingly, you are cautionednot to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. Except as requiredby applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result ofany new information, future events, changed circ*mstances or otherwise. Important factors that could cause actual results to differ materiallyfrom those in the forward-looking statements include, but are not limited to, those summarized below:

Whilewe believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and it isimpossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results todiffer materially from our expectations, or cautionary statements, are disclosed under “Risk Factors” and “Management’sDiscussion and Analysis of Financial Condition and Results of Operations” in this prospectus. All forward-looking statements areexpressly qualified in their entirety by these cautionary statements. You should evaluate all forward-looking statements made in thisprospectus in the context of these risks and uncertainties.

ABOUTTHIS PROSPECTUS

Trademarks

Weown or have rights to use the trademarks and trade names that we use in conjunction with the operation of our business. Each trademarkor trade name of any other company appearing in this prospectus is, to our knowledge, owned by such other company. Solely for convenience,our trademarks and trade names referred to in this prospectus may appear without the ® or ™ symbols, but those references arenot intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right ofthe applicable licensor to these trademarks and trade names.

Industryand Market Data

Thisprospectus, and the documents incorporated by reference in this prospectus include industry data and forecasts that we obtained fromindustry publications and surveys, public filings and internal company sources. Statements as to our ranking, market position andmarket estimates are based on independent industry publications, government publications, third-party forecasts andmanagement’s good faith estimates and assumptions about our markets and our internal research. Although industry publications,surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable,we have not, and the underwriters have not, independently verified such third-party information. Although we believe our internalcompany research and estimates are reliable, such research and estimates have not been verified by any independent source. While weare not aware of any misstatements regarding our market, industry or similar data presented herein, this data involves risks anduncertainties and is subject to change based on various factors, including those discussed under the headings “RiskFactors” and “Forward Looking Statements” in this prospectus and the documents incorporated byreference herein and therein.

PROSPECTUSSUMMARY

Thissummary highlights certain information presented in greater detail elsewhere in this prospectus. This summary does not contain all ofthe information that you should consider in making an investment decision. You should read the entire prospectus carefully, includingthe information under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” and our condensed consolidated financial statements and the related notes thereto included elsewhere in this prospectus,before investing. This prospectus includes forward-looking statements that involve risks and uncertainties. See “Cautionary StatementConcerning Forward-Looking Statements.”

CompanyOverview

BetterChoice is a pet health and wellness company committed to leading the industry shift toward pet products and services that help dogs andcats live healthier, happier and longer lives. Our mission is to become the most innovative premium pet food company in the world, andwe are motivated by our commitment to making products with integrity and treating pets and their parents with respect. We believe thatour broad portfolio of pet health and wellness products are well positioned to benefit from the trends of growing pet humanization andan increased consumer focus on health and wellness, and have adopted a laser focused, channel specific approach to growth that is drivenby new product innovation.

Wesell our premium and super-premium products (which we believe generally includes products with a retail price greater than $0.20 perounce) under the Halo brand umbrella, including Halo Holistic™, Halo Elevate® and the former TruDog brand, which has been rebrandedand successfully integrated under the Halo brand umbrella during the third quarter of 2022. Our core products sold under the Halo brandare made with high-quality, thoughtfully sourced ingredients for natural, science based nutrition. Each innovative recipe is formulatedwith leading veterinary and nutrition experts to deliver optimal health. Our diverse and established customer base has enabled us topenetrate multiple channels of trade, which we believe enables us to deliver on core consumer needs and serve pet parents wherever theyshop. We group these channels of trade into four distinct categories: E-commerce, which includes the sale of product to online retailerssuch as Amazon and Chewy; Brick & Mortar, which primarily includes the sale of product to Pet Specialty retailers such as Petco,Pet Supplies Plus and neighborhood pet stores, as well as to select grocery chains; Direct to Consumer (“DTC”) which includesthe sale of product through our website halopets.com; and International, which includes the sale of product to foreign distribution partnersand to select international retailers. In December 2023, the Company made a strategic exit out of Petco stores (while remaining on Petco.com),and Pet Supplies Plus. On June 1, 2024, the Company exited its DTC channel in an effort to improve profitability,and now directs consumers on halopets.com to Amazon and Chewy.

Newproduct innovation represents the cornerstone of our growth plan, supported by our own research and development, and acquisitions. Ourestablished supply and distribution infrastructure allows us to bring new products to market in nine months, generally. Our outsourcedmanufacturing model is flexible, scalable and encourages innovation allowing us to offer a breadth of assortment in dog and cat foodproducts under the Halo brand, serving a wide variety of customer needs.

Halo’sfuture growth is driven through an extensive brand positioning workstream executed over the last year. New consumer messaging will buildawareness with pet parents, persuade them that Halo is the right choice for their pet, and move the consumer towards purchase. The creativecampaign will be brought to life on Amazon and Chewy platforms as well as outside those platforms. By shifting media investment frombottom-of-funnel-driven DTC activities to full funnel activation across the Amazon and Chewy platforms, Halo will see improvements inboth media effectiveness, efficiency, and reach.

Inaddition to incremental consumer media activation, innovation plays a key role in Halo’s growth plans, supported by our own researchand development, and acquisitions. Our established supply and distribution infrastructure allows us to bring new products to market inless than a year. Our outsourced manufacturing model is flexible, scalable and encourages innovation allowing us to offer a breadth ofassortment in dog and cat food main meal as well as pet treat products under the Halo brand, serving a wide variety of consumer needs,dayparts, and occasions.

TheHalo portfolio offers a variety of platforms through which to innovate. Halo Holistic™ is designed for the pet parent seeking completedigestive health with prebiotics, probiotics and postbiotics. Additionally, it’s one of the only brands made with only whole animalproteins and no meat meals. Halo Elevate®, features leading nutrient levels supporting the top five pet parent health concerns includingdigestive health, heart and immunity support, healthy skin and coat, hip and joint support and strength and energy. Halo Freeze DriedRaw recipes preserve the natural flavor and nutrition of raw food with 100% protein from natural sources.

SummaryRisk Factors

Investingin our common stock involves numerous risks, including the risks described under the heading “Risk Factors” in thisprospectus and elsewhere in this prospectus. You should carefully consider these risks before making an investment. The following aresome of these risks, any one of which could materially adversely affect our business, financial condition, results of operations, andprospects:

TheOffering

(1)The number of shares of our common stock to be outstanding immediately after this offering is based on 916,329 shares of our commonstock issued and outstanding as of July 19, 2024 and excludes:

● 98,267common stock issuable upon exercise of stock options outstanding as of July 19, 2024, at a weighted-average exercise price of $115.42per share (which number includes 47,285 shares of common stock issuable upon exercise of stock options granted to certain of itsdirectors, officers and employees on June 26, 2024, at a weighted-average exercise price of $5.00 per share with a one-year vestingperiod);

●185,995 shares of common stock issuable upon exercise of warrants outstanding as of July 19, 2024, at a weighted-averageexercise price of $213.58 per share;

● 93,743 sharesof our common stock reserved for future issuance under our 2019 equity incentive plan as well as any automatic increases in the numberof shares of our common stock reserved for future issuance under our plan;

● Shares of our commonstock issuable upon the exercise of Pre-Funded Warrants offered in this Offering; and

● Unlessotherwise indicated, all information in this prospectus assumes no exercise of the underwriters’ over-allotment option inthis Offering, or the exercise of any Representative’s Warrants.

RISKFACTORS

Aninvestment in our common stock involves a high degree of risk. Before making an investment decision, you should carefully consider thefollowing risk factors, which address the material risks concerning our business and an investment in our common stock, together withthe other information contained in this prospectus. If any of the risks discussed in this prospectus occur, our business, prospects,liquidity, financial condition and results of operations could be materially and adversely affected, in which case the trading priceof our common stock could decline significantly and you could lose all or part of your investment. Some statements in this prospectus,including statements in the following risk factors, constitute forward-looking statements. Please refer to the information under theheading “Forward Looking Statements” in this prospectus.

RisksRelated to Our Business and Industry

Increasesin sourcing, manufacturing, freight and/or warehousing costs, supply shortages, interruption in our sourcing operations and/or supplychanges could have an adverse effect on our business, financial condition, and operating results.

Ourproducts are sourced from a limited number of independent third-party suppliers, which we depend upon for the manufacture of all ourproducts. Some of the ingredients, packaging materials, and other products we purchase may only be available from a single supplier ora limited group of suppliers. While alternate sources of supply are generally available, the supply and price are subject to market conditionsand are influenced by other factors beyond our control. We do not have long-term contracts with many of our suppliers, and thereforethey could increase prices or cease doing business with us. As a result, we may be subject to price fluctuations or demand disruptions.

Theprices of raw materials, packaging materials and freight are subject to fluctuations in price attributable to, among other things, globalcompetition for resources, weather conditions, changes in supply and demand of raw materials, or other commodities, fuel prices and government-sponsoredagricultural programs. Volatility in the prices of raw materials and other supplies we purchase could increase our cost of sales andreduce our profitability, and we have no guarantees that prices will not rise. Our ability to pass along higher costs through price increasesto our customers is dependent upon competitive conditions and pricing methodologies employed in the various sales channels in which wecompete, and we may not be successful in implementing price increases. In addition, any price increases we do implement may result inlower sales volumes. Customers and consumers may choose to shift purchases to lower-priced private label or other value offerings whichmay adversely affect our results of operations.

Wecannot control all of the various factors that might affect our ability to ship orders of our products to customers in a timely manneror to meet our quality standards. Such factors include, among other things, natural disasters or adverse weather and climate conditions;political and financial instability; strikes; unforeseen public health crises, including pandemics and epidemics such as the COVID-19pandemic; acts of war or terrorism and other catastrophic events, whether occurring in the U.S. or internationally (including, withoutlimitation, the conflict in Ukraine). From time to time, a co-manufacturer may experience financial difficulties, bankruptcy or otherbusiness disruptions, which could disrupt our supply of products or require that we incur additional expense by providing financial accommodationsto the co-manufacturer or taking other steps to seek to minimize or avoid supply disruption, such as establishing a new co-manufacturingarrangement with another provider. Further, we may be unable to locate an additional or alternate co-manufacturing arrangement in a timelymanner or on commercially reasonable terms, if at all. Any delay, interruption or increased cost in the proprietary value-branded productsthat might occur for any reason could affect our ability to meet customer demand, adversely affect our net sales, increase our cost ofsales and hurt our results of operations, which in turn may injure our reputation and customer relationships, thereby harming our business.

Ourability to meet increases in demand may be impacted by our reliance on our suppliers and we are subject to the risk of shortages andlong lead times. We may not be able to develop alternate sources in a timely manner. Therefore, we may not be able to source sufficientproduct on terms that are acceptable to us, or at all, which may undermine our ability to fill our orders in a timely manner. The occurrenceof any of the foregoing could increase our costs, disrupt our operations, or could have a materially adverse impact on our business,financial condition, results of operations or prospects.

Ifwe fail to maintain and expand our brand, or the quality of our products that customers have come to expect, our business could suffer.

Thecontinued development and maintenance of our brand and the quality of our products is critical to our success. We seek to maintain, extend,and expand our brand image through marketing investments, including advertising and consumer promotions, and product innovation. Maintaining,promoting and positioning our brand and reputation will depend on, among other factors, the success of preserving the quality of ourproducts, the availability of our products, marketing and merchandising efforts, the nutritional benefits provided to pets and our abilityto provide a consistent, high-quality customer experience.

Thesuccess of our brand may suffer if our marketing plans or product initiatives do not have the desired impact on our brand’s imageor its ability to attract customers. Brand value is based on perceptions of subjective qualities, and any incident that erodes the loyaltyof our customers, suppliers or co-manufacturers, including adverse publicity or a governmental investigation or litigation, could significantlyreduce the value of our brand and significantly damage our business. Further, our brand value could diminish significantly due to a numberof factors, including consumer perception that we have acted in an irresponsible manner, adverse publicity about our products (whetheror not valid), our failure to maintain the quality of our products, product contamination, the failure of our products to deliver consistentlypositive consumer experiences, inadequate labor conditions, health or safety issues at our co-manufacturers, or the products becomingunavailable to consumers.

Ifwe are unable to build and sustain brand equity by offering recognizably superior products, we may be unable to maintain premium pricingover private label products. The growing use of social and digital media by consumers increases the speed and extent that informationand opinions can be shared. Negative posts or comments about us or our brands or products on social or digital media could damage ourbrands and reputation. If we fail to maintain the favorable perception of our brands, our business, financial condition and results ofoperations could be negatively impacted.

Wemay not be able to successfully implement and/or manage our growth strategy on a timely basis or we may not grow at all.

Ourfuture success depends on our ability to implement our growth strategy of introducing new products and expanding into new markets andattracting new consumers to our brand and sub-brands. Our ability to implement this growth strategy depends, among other things, on ourability to: establish our brands and reputation as a well-managed enterprise committed to delivering premium quality products to thepet health and wellness industry; partner with retailers and other potential distributors of our products; continue to effectively competein specialty channels and respond to competitive developments; continue to market and sell our products through a multi-channel distributionstrategy and achieve joint growth targets with our distribution partners; expand and maintain brand loyalty; develop new proprietaryvalue-branded products and product line extensions that appeal to consumers; maintain and, to the extent necessary, improve our highstandards for product quality, safety and integrity; maintain sources from suppliers that comply with all federal, state and local lawsfor the required supply of quality ingredients to meet our growing demand; identify and successfully enter and market our products innew geographic markets and market segments; execute value-focused pricing strategies; and attract, integrate, retain and motivate qualifiedpersonnel. We may not be able to successfully implement our growth strategy and may need to change our strategy in order to maintainour growth. If we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful,our business, financial condition and results of operations may be materially adversely affected.

Ifwe succeed in growing our business, such growth could strain our management team and capital resources. Our ability to manage operationsand control growth will be dependent on our ability to raise and spend capital to successfully attract, train, motivate, retain and managenew members of senior management and other key personnel and continue to update and improve our management and operational systems, infrastructureand other resources, financial and management controls, and reporting systems and procedures. Failure to manage our growth effectivelycould cause us to misallocate management or financial resources, and result in additional expenditures and inefficient use of existinghuman and capital resources. Such slower than expected growth may require us to restrict or cease our operations and go out of business.Additionally, our anticipated growth will increase the demands placed on our suppliers, resulting in an increased need for us to manageour suppliers and monitor for quality assurance and comply with all applicable laws. Any failure by us to manage our growth effectivelycould impair our ability to achieve our business objectives.

Ourrecurring losses and significant accumulated deficit have raised substantial doubt regarding our ability to continue as a going concern.

We have experienced recurringoperating losses and have a significant accumulated deficit. We expect to continue to generate operating losses and consume cash resourcesin the near term. Without generating sufficient cash flow from operations or additional debt or equity financing, these conditions raisesubstantial doubt about our ability to continue as a going concern, meaning that we may be unable to continue operations for the foreseeablefuture or realize assets and discharge liabilities in the ordinary course of operations. If we need to seek additional financing to fundour business activities in the future and there remains doubt about our ability to continue as a going concern, investors or other financingsources may be unwilling to provide additional funding on commercially reasonable terms or at all. If we are unable to obtain sufficientfunding, our business, prospects, financial condition and results of operations will be materially and adversely affected and we may beunable to continue as a going concern. If we are unable to continue as a going concern, we may have to liquidate our assets and may receiveless than the value at which those assets are carried on our consolidated financial statements, and it is likely that investors will loseall or a part of their investment.

Ifwe do not successfully develop additional products and services, or if such products and services are developed but not successfullycommercialized, our business will be adversely affected.

Oursuccess will depend, in part, on our ability to develop and market new products and improvements to our existing products. The processof identifying and commercializing new products is complex, uncertain and may involve considerable costs, and if we fail to accuratelypredict customers’ changing needs and preferences, our business could be harmed. The success of our innovation and product developmentefforts is affected by, among other things, the technical capability of our team; our ability to establish new supplier relationshipsand third-party consultants in developing and testing new products, and complying with governmental regulations; our attractiveness asa partner for outside research and development scientists and entrepreneurs; and the success of our management and sales team in introducingand marketing new products.

Wehave already and may have to continue to commit significant resources to commercializing new products before knowing whether our investmentswill result in products the market will accept. Substantial promotional expenditures may be required to introduce new products to themarket, or improve our market position. To remain competitive and expand and keep shelf placement for our products, we may need to increaseour advertising spending to maintain and increase consumer awareness, protect and grow our existing market share or promote new products,which could affect our operating results. We may not always be able to respond quickly and effectively to changes in customer taste anddemand due to the amount of time and financial resources that may be required to bring new products to market, which could result inour competitors taking advantage of changes in customer trends before we are able to and harm our brand and reputation.

Furthermore,developing and commercializing new products may divert management’s attention from other aspects of our business and place a strainon management, operational and financial resources, as well as our information systems. We may not execute successfully on commercializingthose products because of errors in product planning or timing, technical hurdles that we fail to overcome in a timely fashion, or alack of appropriate resources. Launching new products or updating existing products may also leave us with obsolete inventory that wemay not be able to sell or we may sell at significantly discounted prices. If we are unable to successfully develop or otherwise acquirenew products, our business, financial condition and results of operations may be materially adversely affected.

Becausewe are engaged in a highly competitive business, if we are unable to compete effectively, our results of operations could be adverselyaffected.

Thepet health and wellness industry is highly competitive. We compete on the basis of product and ingredient quality, product availability,palatability, brand awareness, loyalty and trust, product variety and innovation, product packaging and design, reputation, price andconvenience and promotional efforts. The pet products and services retail industry has become increasingly competitive due to the expansionof pet-related product offerings by certain supermarkets, warehouse clubs, and other mass and general retail and online merchandisersand the entrance of other specialty retailers into the pet food and pet supply market, which makes it more difficult for us to competefor brand recognition and differentiation of our products and services. We face direct competition from companies that sell various pethealth and wellness products at a lower price point and distribute such products to traditional retailers, which are larger than we areand have greater financial resources. Price gaps between products may result in market share erosion and harm our business. Our currentand potential competitors may also establish cooperative or strategic relationships amongst themselves or with third parties that mayfurther enhance their resources and offerings. Further, it is possible that domestic or foreign companies, some with greater experiencein the pet health and wellness industry or greater financial resources than we possess, will seek to provide products or services thatcompete directly or indirectly with ours in the future.

Manyof our competitors may have longer operating histories, greater brand recognition, larger fulfillment infrastructures, greater technicalcapabilities, significantly greater financial, marketing and other resources and larger customer bases than we do. These factors mayallow our competitors to derive greater net sales and profits from their existing customer base, acquire customers at lower costs orrespond more quickly than we can to new or emerging technologies and changes in consumer preferences or habits. These competitors mayengage in more extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressivepricing policies, which may allow them to build larger customer bases or generate net sales from their customer bases more effectivelythan we do.

Ourcompetitors may be able to identify and adapt to changes in consumer preferences more quickly than us due to their resources and scale.They may also be more successful in marketing and selling their products, better able to increase prices to reflect cost pressures andbetter able to increase their promotional activity, which may impact us and the entire pet health and wellness industry. Increased competitionas to any of our products could result in price reduction, increased costs, reduced margins and loss of market share, which could negativelyaffect our profitability. While we believe we are better equipped to customize products for the pet health and wellness market generallyas compared to other companies in the industry, there can be no assurance that we will be able to successfully compete against theseother companies. Expansion into markets served by our competitors and entry of new competitors or expansion of existing competitors intoour markets could materially adversely affect our business, financial condition and results of operations.

Ifwe fail to attract new customers, or retain existing customers, or fail to do either in a cost-effective manner, we may not be able toincrease sales.

Weare highly dependent on the effectiveness of our marketing messages and the efficiency of our advertising expenditures in generatingconsumer awareness and sales of our products. We may not always be successful in developing effective messages and new marketing channels,as consumer preferences and competition change, and in achieving efficiency in our advertising expenditures. We depend heavily on internet-basedadvertising to market our products through internet-based media and e-commerce platforms. If we are unable to continue utilizing suchplatforms, if those media and platforms diminish in importance or size, or if we are unable to direct our advertising to our target consumergroups, our advertising efforts may be ineffective, and our business could be adversely affected. The costs of advertising through theseplatforms have increased significantly, which could decrease efficiency in the use of our advertising expenditures, and we expect thesecosts may continue to increase in the future.

Consumersare increasingly using digital tools as a part of their shopping experience. As a result, our future growth and profitability will dependin part on:

Ifour marketing messages are ineffective or our advertising expenditures, geographic price-points, and other marketing programs, includingdigital programs, are inefficient in creating awareness and consideration of our products and brand name and in driving consumer trafficto our website or to our other sales channels, our sales, profitability, cash flows and financial condition may be adversely impacted.In addition, if we are not effective in preventing the publication of confusing, false or misleading information regarding our brandor our products, or if there arises significant negative consumer sentiment on social media regarding our brand or our products, oursales, profitability, cash flows and financial condition may be adversely impacted.

Foodsafety and food-borne illness incidents may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatoryenforcement actions, increasing our operating costs and reducing demand for our product offerings.

Sellingfood for consumption involves inherent legal and other risks, and there is increasing governmental scrutiny of and public awareness regardingfood safety. Unexpected side effects, illness, injury or death related to allergens, food-borne illnesses or other food safety incidentscaused by products we sell, or involving our suppliers or co-manufacturers, could result in the discontinuance of sales of these productsor our relationships with such suppliers or co-manufacturers, or otherwise result in increased operating costs, regulatory enforcementactions or harm to our reputation. Shipment of adulterated or misbranded products, even if inadvertent, can result in criminal or civilliability. Such incidents could also expose us to product liability, negligence or other lawsuits, including consumer class action lawsuits.Any claims brought against us may exceed or be outside the scope of our existing or future insurance policy coverage or limits. Any judgmentagainst us that is more than our policy limits or not covered by our policies or not subject to insurance would have to be paid fromour cash reserves, which would reduce our capital resources.

Theoccurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affectedingredients, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, any instances of food contaminationor regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, our distributors or our customers,depending on the circ*mstances, to conduct a recall in accordance with FDA regulations, comparable state laws or foreign laws in jurisdictionsin which we operate. Food recalls could result in significant losses due to their costs, the destruction of product inventory, lost salesdue to the unavailability of the product for a period of time and potential loss of existing distributors or customers and a potentialnegative impact on our ability to attract new customers due to negative consumer experiences or because of an adverse impact on our brandand reputation. The costs of a recall could exceed or be outside the scope of our existing or future insurance policy coverage or limits.

Inaddition, food companies have been subject to targeted, large-scale tampering as well as to opportunistic, individual product tampering,and we, like any food company, could be a target for product tampering. Forms of tampering could include the introduction of foreignmaterial, chemical contaminants and pathological organisms into consumer products as well as product substitution. FDA regulations requirecompanies like us to analyze, prepare and implement mitigation strategies specifically to address tampering (i.e., intentional adulteration)designed to inflict widespread public health harm. If we do not adequately address the possibility, or any actual instance, of intentionaladulteration, we could face possible seizure or recall of our products and the imposition of civil or criminal sanctions, which couldmaterially adversely affect our business, financial condition and operating results.

Wemay not be able to manage our manufacturing and supply chain effectively, which may adversely affect our results of operations.

Wemust accurately forecast demand for all of our products in order to ensure that we have enough products available to meet the needs ofour customers. Our forecasts are based on multiple assumptions that may cause our estimates to be inaccurate and affect our ability toobtain adequate co-manufacturing capacity in order to meet the demand for our products. If we do not accurately align our manufacturingcapabilities with demand, our business, financial condition and results of operations may be materially adversely affected.

Inaddition, we must continuously monitor our inventory and product mix against forecasted demand. If we underestimate demand, we risk havinginadequate supplies. We also face the risk of having too much inventory on hand that may reach its expiration date and become unsalable,and we may be forced to rely on markdowns or promotional sales to dispose of excess or slow-moving inventory. If we are unable to manageour supply chain effectively, our operating costs could increase and our profit margins could decrease.

Ifany of our independent shipping providers experience delays or disruptions, our business could be adversely affected.

Werely on independent shipping service providers to ship raw materials and products from our third-party suppliers and to ship productsfrom our manufacturing and distribution warehouses to our customers. Our utilization of any shipping companies that we may elect to use,is subject to risks, including increases in fuel prices, employee strikes, organized labor activities and inclement weather, which mayimpact the shipping company’s ability to provide delivery services sufficient to meet our shipping needs. If we are not able tonegotiate acceptable terms with these companies or they experience performance problems or other difficulties, it could negatively impactour operating results and customer experience.

Ourintellectual property rights may be inadequate to protect our business.

Weattempt to protect our intellectual property rights, both in the U.S. and in foreign countries, through a combination of patent, trademark,copyright and trade secret laws, as well as licensing agreements and third-party nondisclosure and assignment agreements. Because ofthe differences in foreign trademark, patent and other laws concerning proprietary rights, our intellectual property rights may not receivethe same degree of protection in foreign countries as they would in the U.S. Our failure to obtain or maintain adequate protection ofour intellectual property rights for any reason could have a material adverse effect on our business, results of operations and financialcondition.

Wealso rely on unpatented proprietary technology. It is possible that others will independently develop the same or similar technologyor otherwise obtain access to our unpatented technology. To protect our trade secrets and other proprietary information, we require employees,consultants, advisors and collaborators to enter into confidentiality agreements. We cannot assure you that these agreements will providemeaningful protection for our trade secrets, know-how or other proprietary information in the event of any unauthorized use, misappropriationor disclosure of such trade secrets, know-how or other proprietary information. If we are unable to maintain the proprietary nature ofour technologies, we could be materially adversely affected.

Werely on our trademarks, trade names, and brand names to distinguish our products from the products of our competitors, and have registeredor applied to register many of these trademarks. We cannot assure you that our trademark applications will be approved. Third partiesmay also oppose our trademark applications, or otherwise challenge our use of the trademarks. In the event that our trademarks are successfullychallenged, we could be forced to rebrand our products, which could result in loss of brand recognition, and could require us to devotesignificant additional resources to advertising and marketing new brands. Further, we cannot assure you that competitors will not infringeour trademarks, or that we will have adequate resources to enforce our trademarks.

Wedepend on the knowledge and skills of our senior management and other key employees, and if we are unable to retain and motivate themor recruit additional qualified personnel, our business may suffer.

Wehave benefited substantially from the leadership and performance of our senior management, as well as other key employees. Our successwill depend on our ability to retain our current management and key employees, and to attract and retain qualified personnel in the future,and we cannot guarantee that we will be able to retain our personnel or attract new, qualified personnel. In addition, we do not maintainany “key person” life insurance policies. The loss of the services of members of our senior management or key employees couldprevent or delay the implementation and completion of our strategic objectives, or divert management’s attention to seeking qualifiedreplacements.

Afailure of one or more key information technology systems, networks or processes may materially adversely affect our ability to conductour business.

Theefficient operation of our business depends on our information technology systems. We rely on our information technology systems to effectivelymanage our sales and marketing, accounting and financial and legal and compliance functions, engineering and product development tasks,research and development data, communications, supply chain, order entry and fulfillment and other business processes. We also rely onthird parties and virtualized infrastructure to operate and support our information technology systems. The failure of our informationtechnology systems, or those of our third-party service providers, to perform as we anticipate could disrupt our business and could resultin transaction errors, processing inefficiencies and the loss of sales and customers, causing our business and results of operationsto suffer.

Inaddition, our information technology systems may be vulnerable to damage or interruption from circ*mstances beyond our control, includingfire, natural disasters, power outages, systems failures, security breaches, cyber-attacks and computer viruses. The failure of our informationtechnology systems to perform as a result of any of these factors or our failure to effectively restore our systems or implement newsystems could disrupt our entire operation and could result in decreased sales, increased overhead costs, excess inventory and productshortages and a loss of important information.

Further,it is critically important for us to maintain the confidentiality and integrity of our information technology systems. To the extentthat we have information in our databases that our customers consider confidential or sensitive, any unauthorized disclosure of, or accessto, such information could result in a violation of applicable data privacy and security, data protection, and consumer protection lawsand regulations, legal and financial exposure, damage to our reputation, a loss of confidence of our customers, suppliers and manufacturersand lost sales. Despite the implementation of certain security measures, our systems may still be vulnerable to physical break-ins, computerviruses, programming errors, attacks by third parties or similar disruptive problems. If any of these risks materialize, our reputationand our ability to conduct our business may be materially adversely affected.

Werely heavily on third-party commerce platforms to conduct our businesses. If one of those platforms is compromised, our business, financialcondition and results of operations could be harmed.

Wecurrently rely upon third-party commerce platforms, including Shopify. We also rely on e-mail service providers, bandwidth providers,Internet service providers and mobile networks to deliver e-mail and “push” communications to customers and to allow customersto access our website. Any damage to, or failure of, our systems or the systems of our third-party commerce platform providers couldresult in interruptions to the availability or functionality of our website and mobile applications. As a result, we could lose customerdata and miss order fulfillment deadlines, which could result in decreased sales, increased overhead costs, excess inventory and productshortages.

Inthe future, the loss of access to these third-party platforms, or any significant cost increases from operating on the marketplaces,could significantly reduce our revenues, and the success of our business depends partly on continued access to these third-party platforms.Our relationships with our third-party commerce platform providers could deteriorate as a result of a variety of factors, such as ifthey become concerned about our ability to deliver quality products on a timely basis or to protect a third-party’s intellectualproperty. In addition, third-party marketplace providers could prohibit our access to these marketplaces if we are not able to meet theapplicable required terms of use. If for any reason our arrangements with our third-party commerce platform providers are terminatedor interrupted, such termination or interruption could adversely affect our business, financial condition, and results of operations.

Inaddition, we exercise little control over these providers, which increases our vulnerability to problems with the services they provide.We could experience additional expense in arranging for new facilities, technology, services and support. The failure of our third-partycommerce platform providers to meet our capacity requirements could result in interruption in the availability or functionality of ourwebsite and mobile applications, which could adversely affect our business and results of operations.

Wemay face difficulties as we expand our business and operations into jurisdictions in which we have no prior operating experience.

Weplan in the future to expand our operations and business into jurisdictions outside of the jurisdictions where we currently carry onbusiness, including internationally. There can be no assurance that any market for our products will develop in any such foreign jurisdiction.We may face new or unexpected risks or significantly increase our exposure to one or more existing risk factors, including economic instability,new competition, changes in laws and regulations, including the possibility that we could be in violation of these laws and regulationsas a result of such changes, and the effects of competition.

Inaddition, it may be difficult for us to understand and accurately predict taste preferences and purchasing habits of consumers in newmarkets. It is costly to establish, develop and maintain operations and develop and promote our brands in new jurisdictions. As we expandour business into other jurisdictions, we may encounter regulatory, legal, personnel, technological and other difficulties that increaseour expenses and/or delay our ability to become profitable in such countries, which may have a material adverse effect on our businessand brand. These factors may limit our capability to successfully expand our operations in, or export our products to, those other jurisdictions.

Theremay be decreased spending on pets in a challenging economic climate.

Achallenging economic climate, including adverse changes in interest rates, volatile commodity markets and inflation, contraction in theavailability of credit in the market and reductions in consumer spending, or a slow-down in the general economy or a shift in consumerpreferences to less expensive products may result in reduced demand for our products which may affect our profitability. Pet ownershipand the purchase of pet-related products may constitute discretionary spending for some consumers and any material decline in consumerdiscretionary spending may reduce overall levels of spending on pets. As a result, a challenging economic climate may cause a declinein demand for our products which could be disproportionate as compared to competing pet food brands since our products command a pricepremium.

Sincea significant portion of our revenue has been and is expected to be derived from China, a slowdown in economic growth in China couldadversely impact the sales of our products in China, which could have a material adverse effect on our results of operations and financialcondition. In addition, a deterioration in trade relations between the U.S. and China or other countries, or the negative perceptionof U.S. brands by Chinese or other international consumers, could have a material adverse effect on our results of operations and financialcondition.

Ifeconomic conditions result in decreased spending on pets and have a negative impact on our suppliers or distributors, our business, financialcondition and results of operations may be materially adversely affected.

Significantmerchandise returns or refunds could harm our business.

Weallow our customers to return products or obtain refunds, subject to our return and refunds policy. If merchandise returns or refundsare significant or higher than anticipated and forecasted, our business, financial condition, and results of operations could be adverselyaffected. Further, we modify our policies relating to returns or refunds from time to time, and may do so in the future, which may resultin customer dissatisfaction and harm to our reputation or brand, or an increase in the number of product returns or the amount of refundswe make.

Wemay seek to grow our company and business through acquisitions, investments or through strategic alliances and our failure to identifyand successfully integrate and manage these assets could have a material adverse effect on the anticipated benefits of the acquisitionand our business, financial condition or results of operations.

Weexpect to consider opportunities to acquire or make investments in new or complementary businesses, facilities, technologies or products,or enter into strategic alliances, which may enhance our capabilities, expand our network, complement our current products or expandthe breadth of our markets. In 2019, we completed three significant acquisitions that involved the combination of three businesses thathistorically have operated as independent companies. The success of these completed acquisitions and any future acquisitions will dependin large part on the success of our management team in integrating the operations, strategies, technologies and personnel. Potentialand completed acquisitions, investments and other strategic alliances involve numerous risks, including: problems integrating the purchasedbusiness, facilities, technologies or products; issues maintaining uniform standards, procedures, controls and policies; assumed liabilities;unanticipated costs associated with acquisitions, investments or strategic alliances; diversion of management’s attention fromour existing business; adverse effects on existing business relationships with suppliers, manufacturers, and retail customers; risksassociated with entering new markets in which we have limited or no experience; potential write-offs of acquired assets and/or an impairmentof any goodwill recorded as a result of an acquisition; potential loss of key employees of acquired businesses; and increased legal andaccounting compliance costs.

Wemay fail to realize some or all of the anticipated benefits of the acquisitions if the integration process takes longer than expectedor is more costly than expected. Our failure to meet the challenges involved in successfully integrating acquisitions, including theoperations of Halo, or to otherwise realize any of the anticipated benefits of the acquisitions could impair our financial conditionand results of operations. Furthermore, we do not know if we will be able to identify additional acquisitions or strategic relationshipswe deem suitable or whether we will be able to successfully complete any such transactions on favorable terms or at all. Our abilityto successfully grow through strategic transactions depends upon our ability to identify, negotiate, complete and integrate suitabletarget businesses, facilities, technologies and products and to obtain any necessary financing. These efforts could be expensive andtime-consuming and may disrupt our ongoing business.

Premiumsfor our insurance coverage may not continue to be commercially justifiable, and our insurance coverage may have limitations and otherexclusions and may not be sufficient to cover our potential liabilities.

Wehave insurance to protect our assets, operations and employees. While we believe our insurance coverage addresses all material risksto which we are exposed and is adequate and customary in our current state of operations, such insurance is subject to coverage limitsand exclusions and may not be available for the risks and hazards to which we are exposed. No assurance can be given that such insurancewill be adequate to cover our liabilities or will be generally available in the future or, if available, that premiums will be commerciallyjustifiable. If we are unable to obtain such insurances or if we were to incur substantial liability and such damages were not coveredby insurance or were in excess of policy limits, we may be prevented from entering into certain business sectors, our growth may be inhibited,and we may be exposed to additional risk and financial liabilities, which could have a material adverse effect on our business, resultsof operations and financial condition could be materially adversely affected.

Adverselitigation judgments or settlements resulting from legal proceedings relating to our business operations could materially adversely affectour business, financial condition and results of operations.

Fromtime to time, we are subject to allegations, and may be party to legal claims and regulatory proceedings, relating to our business operations.Such allegations, claims and proceedings may be brought by third parties, including our customers, employees, governmental or regulatorybodies or competitors. Defending against such claims and proceedings, regardless of their merits or outcomes, is costly and time consumingand may divert management’s attention and personnel resources from our normal business operations, and the outcome of many of theseclaims and proceedings cannot be predicted. If any of these claims or proceedings were to be determined adversely to us, a judgment,a fine or a settlement involving a payment of a material sum of money were to occur, or injunctive relief were issued against us, ourreputation could be affected and our business, financial condition and results of operations could be materially adversely affected.

Ifthird parties claim that we infringe upon their intellectual property rights, our business and results of operations could be adverselyaffected.

Anyclaims of intellectual property infringement, even those without merit, could be expensive and time consuming to defend; could requireus to cease selling the products that incorporate the challenged intellectual property; could require us to redesign, reengineer, orrebrand the product, if feasible; could divert management’s attention and resources; or could require us to enter into royaltyor licensing agreements in order to obtain the right to use a third party’s intellectual property. Any royalty or licensing agreements,if required, may not be available to us on acceptable terms or at all.

Asuccessful claim of infringement against us could result in our being required to pay significant damages, enter into costly licenseor royalty agreements, or stop the sale of certain products, any of which could have a negative impact on our business, financial condition,results of operations and our future prospects.

Failureto comply with the U.S. Foreign Corrupt Practices Act, other applicable anti-corruption and anti-bribery laws, and applicable trade controllaws could subject us to penalties and other adverse consequences.

Weoperate our business in part outside of the U.S. and our operations are subject to the U.S. Foreign Corrupt Practices Act (the “FCPA”),as well as the anti-corruption and anti-bribery laws in the countries where we do business. In addition, we are subject to U.S. and otherapplicable trade control regulations that restrict with whom we may transact business, including the trade sanctions enforced by theU.S. Treasury, Office of Foreign Assets Control (“OFAC”). We also plan to expand our operations outside of the U.S. in thefuture and our risks related to the FCPA will increase as we grow our international presence. Any violations of these anti-corruptionor trade controls laws, or even allegations of such violations, can lead to an investigation and/or enforcement action, which could disruptour operations, involve significant management distraction, and lead to significant costs and expenses, including legal fees. In addition,our brand and reputation, our sales activities or our stock price could be adversely affected if we become the subject of any negativepublicity related to actual or potential violations of anti-corruption, anti-bribery or trade control laws and regulations.

Ourability to utilize our net operating loss carryforwards may be limited.

Ourability to utilize our federal net operating loss carryforwards and federal tax credit may be limited under Section 382 of the Code asamended by the Tax Cut and Jobs Act (the “TCJA”). The limitations apply if we experience an “ownership change”.Similar provisions of state tax law may also apply. If we have experienced an ownership change at any time since our formation, we mayalready be subject to limitations on our ability to utilize our existing net operating losses to offset taxable income. In addition,future changes in our stock ownership, which may be outside of our control, may trigger an ownership change and, consequently, the limitationsunder Section 382. As a result, if or when we earn net taxable income, our ability to use our pre-change net operating loss carryforwardsto offset such taxable income may be subject to limitations, which could adversely affect our future cash flows.

Wemay have material liabilities that have not been discovered since the closing of the acquisitions.

Asa result of our acquisitions in 2019, the prior business plan and management relating to Better Choice Company was abandoned. We mayhave material liabilities based on activities of our subsidiaries before the acquisitions that have not been discovered or asserted.We could experience losses as a result of any such undisclosed liabilities that are discovered in the future, which could materiallyharm our business and financial condition. Although the agreements entered into in connection with the acquisitions contains customaryrepresentations and warranties from Bona Vida, Halo and TruPet concerning their assets, liabilities, financial condition and affairs,there may be limited or no recourse against the pre-acquisition stockholders or principals in the event those representations prove tobe untrue. As a result, our current and future stockholders will bear some, or all, of the risks relating to any such unknown or undisclosedliabilities.

RisksRelated to the Regulation of our Business and Products

Weand our co-manufacturers and suppliers are subject to extensive governmental regulation and may be subject to enforcement if we are notin compliance with applicable requirements.

Weand our third-party suppliers are subject to a broad range of foreign, federal, state and local laws and regulations governing, amongother things, the testing, development, manufacture, distribution, marketing and post-market reporting of animal foods. These includelaws administered by the FDA, the FTC, the USDA, and other federal, state and local regulatory authorities. Because we market food, supplementsand other products that are regulated as food and cosmetic care products for animals, we and the companies that manufacture our productsare subject to the requirements of the FDCA and regulations promulgated thereunder by the FDA. The FDCA and related regulations govern,among other things, the manufacturing, composition, ingredients, packaging, labeling and safety of food for animals. The FDA requiresthat facilities that manufacture animal food products comply with a range of requirements. If our third-party suppliers cannot successfullymanufacture products that conform to our specifications and the strict regulatory requirements, they may be subject to adverse inspectionalfindings or enforcement actions, which could materially impact our ability to market our products, could result in their inability tocontinue manufacturing for us or could result in a recall of our products that have already been distributed.

Ifthe FDA or other regulatory authority determines that we or they have not complied with the applicable regulatory requirements, our business,financial condition and results of operations may be materially adversely impacted. If we do not comply with labeling requirements, includingmaking unlawful claims about our products, we could be subject to public warning letters and possible further enforcement. Failure byus or our co-manufacturers and suppliers to comply with applicable laws and regulations or to obtain and maintain necessary permits,licenses and registrations relating to our or our partners’ operations could subject us to administrative and civil penalties,including fines, injunctions, recalls or seizures, warning letters, restrictions on the marketing or manufacturing of our products, orrefusals to permit the import or export of products, as well as potential criminal sanctions, which could result in increased operatingcosts resulting in a material effect on our operating results and business. For further detail, refer to the information under “Business—GovernmentRegulation” in this prospectus.

Internationalexpansion of our business could expose us to substantial business, regulatory, political, financial and economic risks.

Wecurrently conduct business and market products in the U.S., Canada and select Asian markets, including China. The expansion of our businessoutside of the U.S. could expose us to substantial risks, which may include, but are not limited to, the following:

Anyof these factors could significantly harm our future international expansion and operations and, consequently, our revenue and resultsof operations.

Changesin government regulations and trade policies may materially and adversely affect our sales and results of operations.

TheU.S. or foreign governments may take administrative, legislative, or regulatory action that could materially interfere with our abilityto sell products in certain countries and/or to certain customers, particularly in China. As part of our attempt to broaden its customerbase, we have begun offering our products to Chinese consumers. Our decision to export products to China requires us to comply with Chineserules, laws, and regulations, as well as certain domestic and international laws relating to the import and export of goods to foreigncountries. These laws are often changing, and the costs associated with complying with these laws and regulations may adversely affectus. Additionally, changes in the current laws may make importing products to China more difficult, which may also negatively affect ourbusiness. Furthermore, changes in U.S. trade policy more generally could trigger retaliatory actions by affected countries, which couldimpose restrictions on our ability to do business in or with affected countries or prohibit, reduce or discourage purchases of our productsby foreign customers. Changes in, and responses to, U.S. trade policy could reduce the competitiveness of our products, cause our salesto decline and adversely impact our ability to compete, which could materially and adversely impact our business, financial conditionand results of operations.

Thereis significant uncertainty about the future relationship between the U.S. and China with respect to trade policies, treaties, governmentregulations and tariffs. An escalation of recent trade tensions between the U.S. and China has resulted in trade restrictions that couldharm our ability to participate in Chinese markets and numerous additional such restrictions have been threatened by both countries.The U.S. and China have imposed a number of tariffs and other restrictions on items imported or exported between the U.S. and China.We cannot predict what actions may ultimately be taken with respect to tariffs or trade relations between the U.S. and China or othercountries, what products may be subject to such actions, or what actions may be taken by the other countries in retaliation. The institutionof trade tariffs both globally and between the U.S. and China specifically carries the risk of negatively impacting China’s overalleconomic condition, which could have negative repercussions for our business. Our products are and may continue to be subject to exportlicense requirements or restrictions, particularly in respect of China.

Ourproducts may be subject to recalls for a variety of reasons, which could require us to expend significant management and capital resources.

Manufacturersand distributors of products are sometimes subject to the recall or return of their products for a variety of reasons, including productdefects, such as contamination, adulteration, unintended harmful side effects or interactions with other substances, packaging safetyand inadequate or inaccurate labeling disclosure. Although we have detailed procedures in place for testing finished products, therecan be no assurance that any quality, potency or contamination problems will be detected in time to avoid unforeseen product recalls,regulatory action or lawsuits, whether frivolous or otherwise. If any of the animal food or care products produced by us are recalleddue to an alleged product defect or for any other reason, we could be required to incur the unexpected expense of the recall and anylegal proceedings that might arise in connection with the recall. We had to issue a recall in 2018 for one of our products after a singleretail sample collected by the Michigan Department of Agriculture tested positive for Salmonella. Although customers reported no incidentsof injury or illness in association with this product, the recall negatively affected our results. As a result of any such recall, customersmay be hesitant to purchase our products in the future and we may lose a significant amount of sales and may not be able to replace thosesales at an acceptable margin or at all. In addition, a product recall may require significant management attention or damage our reputationand goodwill or that of our products or brands. Additionally, product recalls may lead to increased scrutiny of our operations by theFDA or other state or federal regulatory agencies, requiring further management attention, increased compliance costs and potential legalfees, fines, penalties and other expenses.

Changesin existing laws or regulations, including how such existing laws or regulations are enforced by federal, state, and local authorities,or the adoption of new laws or regulations may increase our costs and otherwise adversely affect our business, financial condition andresults of operations.

Themanufacture and marketing of animal food products is highly regulated, and we and our co-manufacturers and suppliers are subject to avariety of federal and state laws and regulations applicable to pet food and treats. These laws and regulations apply to many aspectsof our business, including the manufacture, packaging, labeling, distribution, advertising, sale, quality and safety of our products.We could incur costs, including fines, penalties, and third-party claims, in the event of any violations of, or liabilities under, suchrequirements, including any competitor or consumer challenges relating to compliance with such requirements. For example, in connectionwith the marketing and advertisem*nt of our products, we could be the target of claims relating to false or deceptive advertising, includingunder the auspices of the FTC and state consumer protection statutes. The regulatory environment in which we operate could change significantlyand adversely in the future. The laws and regulations that apply to our products and business may change in the future and we may incur(directly or indirectly) material costs to comply with current or future laws and regulations or any required product recalls. New orrevised government laws and regulations could significantly limit our ability to run our business as it is currently conducted, resultin additional compliance costs and, in the event of noncompliance, lead to administrative or civil remedies, including fines, injunctions,withdrawals, recalls or seizures and confiscations, as well as potential criminal sanctions. Any such changes or actions by the FDA orother regulatory agencies could have a material adverse effect on our co-manufacturers, our suppliers or our business, financial conditionand results of operations.

RisksRelated to Our Capital Structure

Weare a holding company and rely on payments, advances and transfers of funds from our subsidiaries to meet our obligations and pay anydividends.

Wehave limited direct operations and significant assets other than ownership of 100% of the capital stock of our subsidiaries. Becausewe primarily conduct our operations through our subsidiaries, we depend on those entities for payments to generate the funds necessaryto meet our financial obligations, and to pay any dividends with respect to our common stock. Legal and contractual restrictions in ourWintrust credit facility and other agreements that may govern future indebtedness of our subsidiaries, as well as the financialcondition and operating requirements of our subsidiaries, may limit our ability to obtain cash from our subsidiaries. The earnings from,or other available assets of, our subsidiaries might not be sufficient to make distributions or obtain loans to enable us to meet certainof our obligations. Any of the foregoing could materially and adversely affect our business, financial condition, results of operationsand cash flows.

Ourlevel of indebtedness and related covenants could limit our operational and financial flexibility and could significantly adversely affectour business if we breach such covenants and default on such indebtedness.

Ourability to meet our debt service obligations depends upon our operating and financial performance, which is subject to general economicand competitive conditions and to financial, business and other factors affecting our operations, many of which are beyond our control.If we are unable to service our debt, we may need to sell inventory and other material assets, restructure or refinance our debt, orseek additional equity capital. If our inability to meet our debt service obligations results in an event of default as defined underour Wintrust receivables credit facility, the lender thereunder may be able to take possession of substantiallyall of our assets. Prevailing economic conditions and global credit markets could adversely impact our ability to do so.

Inaddition, our debt agreements contain limits on our ability to, among other things, incur additional debt, grant liens, undergo certainfundamental changes, make investments, and dispose of inventory. These restrictions may prevent us from taking actions that we believewould be in the best interests of the business and may make it difficult for us to successfully execute our business strategy or effectivelycompete with companies that are not similarly restricted. If we determine that we need to take any action that is restricted under ourdebt agreements, we will need to first obtain a waiver from the related lenders. Obtaining such waivers, if needed, may impose additionalcosts or we may be unable to obtain such waivers. Our ability to comply with these restrictive covenants in future periods will largelydepend on our ability to successfully implement our overall business strategy. The breach of any of these covenants or restrictions couldresult in a default, which could result in the acceleration of our outstanding debt. In the event of an acceleration of such debt, wecould be forced to apply all available cash flows to repay such debt, which could also force us into bankruptcy or liquidation.

Forinformation regarding our outstanding debt, refer to “Note 8 - Debt” in the Notes to Consolidated Financial Statements includedthis prospectus.

Ourcommon stock may be deemed to be a “penny stock” and the “penny stock” rules could adversely affect the marketprice of our common stock.

TheSEC has adopted Rule 3a51-1, which establishes the definition of a “penny stock” as any equity security that has a marketprice of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. Our commonstock may be deemed to be a penny stock. For any transaction involving a penny stock, unless exempt, Rule 15g-9 requires that a broker-dealermust make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’swritten acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks;and (iii) a signed and dated copy of a written suitability statement. Generally, brokers may be less willing to execute transactionsin securities subject to the “penny stock” rules. This may make it more difficult for investors to dispose of our commonstock and cause a decline in the market value of our stock.

Ourfailure to meet the continued listing requirements of NYSE American could result in a delisting of our common stock and could make itmore difficult to raise capital in the future.

NYSEAmerican has listing requirements for inclusion of securities for trading on the NYSE American, including minimum levels ofstockholders’ equity, market value of publicly held shares, number of public stockholders and stock price. There can be noassurance that we will be successful in maintaining the listing of NYSE American as it is possible we may fail to satisfy thecontinued listing requirements, such as the corporate governance requirements or the minimum stock price requirement. On April 24,2024, the Company received a notice of noncompliance from the NYSE American. On May 24, 2024, we submitted a plan of complianceto NYSE American addressing how we intend to regain compliance, which plan has been accepted by the NYSE American. However, if weare not in compliance with the continued listing standards before the end of the cure period, or if we do not make progressconsistent with the plan, the NYSE American may take steps to delist our common stock. Further, we received correspondence from theNYSE American on July 9, 2024, indicating noncompliance under a different requirement of the listing standards, since we reported stockholders’ equity of $1.1 million as of March 31, 2024, and had losses from continuingoperations and/or net losses in three out of its four most recent fiscal years ended December 31, 2023, and that which requires us tomaintain a minimum stockholders’ equity of $4.0 million. We will need totake additional steps to regain compliance under this requirement as well, or the NYSE American may take steps to delist our commonstock. Such a delisting or the announcement of such delisting will have a negative effect on the price of our common stock andwould impair your ability to sell or purchase our common stock when you wish to do so. In the event of a delisting, we may attemptto take actions to restore our compliance with the NYSE American listing requirements, but we can provide no assurance that any suchaction taken by us would allow our common stock to become listed again, stabilize the market price or improve the liquidity of ourcommon stock, prevent our common stock from dropping below the NYSE American minimum listing requirements or prevent futurenon-compliance with the NYSE American listing requirements. If we do not maintain the listing of our common stock on NYSE American,it could make it harder for us to raise additional capital in the long-term. If we are unable to raise capital when needed in thefuture, we may have to cease or reduce operations.

Ourcommon stock prices may be volatile.

Themarket price of our common stock has been and may continue to be highly volatile and subject to wide fluctuations. Our financial performance,government regulatory action, tax laws, interest rates and market conditions in general could have a significant impact on the futuremarket price of our common stock.

Thepublic price of our common stock could also be subject to wide fluctuations in response to the risk factors described in this prospectusand others beyond our control, including: the number of shares of our common stock publicly owned and available for trading;actual or anticipated quarterly variations in our results of operations or those of our competitors; our actual or anticipated operatingperformance and the operating performance of similar companies in our industry; our announcements or our competitors’ announcementsregarding significant contracts, acquisitions, or strategic investments; general economic conditions and their impact on the petfood markets; the overall performance of the equity markets; threatened or actual litigation; changes in laws or regulationsrelating to our industry; any major change in our board of directors or management; publication of research reports about usor our industry or changes in recommendations or withdrawal of research coverage by securities analysts; and sales or expected salesof shares of our common stock by us, and our officers, directors, and significant stockholders. From time to time, our affiliates maysell stock for reasons due to their personal financial circ*mstances. These sales may be interpreted by other stockholders as an indicationof our performance and result in subsequent sales of our stock that have the effect of creating downward pressure on the market priceof our common stock.

Thevolatility of the market price of our common stock may adversely affect the ability of investors to purchase or sell shares of our commonstock. Investors may also experience losses on their investments in our stock due to price fluctuations. In addition, the stock marketin general has experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operatingperformance of those companies. Securities class action litigation has often been instituted against companies following periods of volatilityin the overall market and in the market price of a company’s securities. Such litigation, if instituted against us, could resultin very substantial costs, divert our management’s attention and resources and harm our business, operating results, and financialcondition.

Wedo not expect to pay any cash dividends to the holders of the common stock in the foreseeable future and the availability and timingof future cash dividends, if any, is uncertain.

Weexpect to use cash flow from future operations to repay debt and support the growth of our business and do not expect to declare or payany cash dividends on our common stock in the foreseeable future. Our Wintrust receivables credit facility places certain restrictionson the ability of us and our subsidiaries to pay cash dividends. We may amend our current credit facilities or enter into new debt arrangementsthat also prohibit or restrict our ability to pay cash dividends on our common stock.

Subjectto such restrictions, our board of directors will determine the amount and timing of stockholder dividends, if any, that we may pay infuture periods. In making this determination, our directors will consider all relevant factors, including the amount of cash availablefor dividends, capital expenditures, covenants, prohibitions or limitations with respect to dividends, applicable law, general operationalrequirements and other variables. We cannot predict the amount or timing of any future dividends you may receive, and if we do commencethe payment of dividends, we may be unable to pay, maintain or increase dividends over time. Therefore, you may not be able to realizeany return on your investment in our common stock for an extended period of time, if at all.

Futuresales of our common stock, or the perception that such sales may occur, may depress our share price, and any additional capital throughthe sale of equity or convertible securities may dilute your ownership in us.

Inthe future, we may issue our previously authorized and unissued securities. We are authorized to issue 200,000,000 shares of common stockand 4,000,000 shares of preferred stock with such designations, preferences and rights as determined by our board of directors. The potentialissuance of such additional shares of common stock will result in the dilution of the ownership interests of the holders of our commonstock and may create downward pressure on the trading price, if any, of our common stock. The sales of substantial amounts of our commonstock pursuant to our effective registration statements, or the perception that these sales may occur, could cause the market price ofour common stock to decline and impair our ability to raise capital. These shares also may be sold pursuant to Rule 144 under the SecuritiesAct, depending on their holding period and subject to restrictions in the case of shares held by persons deemed to be our affiliates.We also may grant additional registration rights in connection with any future issuance of our capital stock.

Forinformation regarding our outstanding stockholders’ equity and potentially dilutive securities, refer to “Note 8 - Debt”,“Note 10 - Commitments and contingencies”, “Note 11 - Warrants” and “Note 12 - Share-based compensation”in the Notes to Consolidated Financial Statements included in this prospectus.

Themarket price of our common stock may not attract new investors, including institutional investors, and may not satisfy the investingrequirements of those investors. Consequently, the trading liquidity of our common stock may not improve.

Therecan be no assurance that the share price of our stock will attract new investors, including institutional investors. In addition, therecan be no assurance that the market price of our common stock will satisfy the investing requirements of those investors. As a result,the trading liquidity of our common stock may not necessarily improve.

Wemay issue preferred stock whose terms could adversely affect the voting power or value of our common stock.

Ourcertificate of incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferredstock having such designations, preferences, limitations and relative rights, including preferences over our common stock with respectto dividends and distributions, as our board of directors may determine. The terms of one or more classes or series of preferred stockcould adversely impact the voting power or value of our common stock. For example, we might grant holders of preferred stock the rightto elect some number of our directors in all events or on the happening of specified events, or the right to veto specified transactions.Similarly, the repurchase or redemption rights or liquidation preferences we might grant to holders of preferred stock could affect thevalue of the common stock. The issuance of such preferred stock could also be used as a method of discouraging, delaying or preventinga change of control.

Theadministrative and regulatory costs of public company compliance could consume a significant amount of our resources.

Therules and regulations related to being a public company require us to incur significant legal, accounting and other expenses. The legaland financial compliance make some activities more time-consuming and costly, particularly after we are no longer a smaller reportingcompany. Moreover, if we are not able to comply with the requirements or regulations as a public reporting company in any regard, wecould be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financialand management resources.

Inaddition, the Sarbanes-Oxley Act of 2002 and rules subsequently implemented by the SEC impose various requirements on public companies,including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our managementand other personnel devote a substantial amount of time to these compliance initiatives. To achieve compliance with Section 404 withinthe prescribed period, we will be engaged in a costly and challenging process to document and evaluate our internal control over financialreporting. In this regard, we will need to continue to dedicate internal resources and potentially engage outside consultants or hirean internal audit resource to assess and document the adequacy of internal control over financial reporting, validate through testingthat controls are functioning as documented and implement a continuous reporting and improvement process for internal control over financialreporting. Despite our efforts, there is a risk that neither we nor our independent registered public accounting firm will be able toconclude within the prescribed timeframe that our internal control over financial reporting is effective as required by Section 404.This could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our financial statements.

Weare a smaller reporting company which could make our securities less attractive to investors and may make it more difficult to compareour performance with other public companies.

Weare a smaller reporting company, as defined in Item 10(f)(1) of Regulation S-K, and we may take advantage of certain reduced disclosureobligations. To the extent we take advantage of such reduced disclosure obligations while we continue to qualify as a smaller reportingcompany, it may make comparison of our financial statements with other public companies difficult or impossible. Some investors may findour common stock less attractive because we may rely on these exemptions, which could result in a less active trading market for ourcommon stock, and our stock price may be more volatile.

Ourbylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedingsthat may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum fordisputes with us or our directors, officers, employees or agents.

Ourbylaws provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delawarewill, to the fullest extent permitted by applicable law, be the sole and exclusive forum for (i) any derivative action or proceedingbrought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer (or affiliateof any of the foregoing) of us to us or the our shareholders, (iii) any action asserting a claim arising pursuant to any provision ofthe DGCL or our certificate of incorporation or bylaws, or (iv) any other action asserting a claim arising under, in connection with,and governed by the internal affairs doctrine; provided that these exclusive forum provisions will not apply to suits brought to enforceany liability or duty created by the Securities Act or the Exchange Act, or to any claim for which the federal courts have exclusivejurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to havenotice of, and consented to, the provisions of our bylaws described in the preceding sentence. This choice of forum provision may limita stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers,employees or agents, which may discourage such lawsuits against us and such persons. Alternatively, if a court were to find these provisionsof our bylaws inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings, we may incuradditional costs associated with resolving such matters in other jurisdictions, which could adversely affect our business, financialcondition or results of operations.

Provisionsin our certificate of incorporation and bylaws and Delaware law may discourage a takeover attempt even if a takeover might be beneficialto our stockholders.

Provisionscontained in our certificate of incorporation and bylaws could make it more difficult for a third party to acquire us after we have becomea publicly traded company. Provisions in our certificate of incorporation and bylaws impose various procedural and other requirements,which could make it more difficult for stockholders to effect certain corporate actions. For example, our certificate of incorporationauthorizes our board of directors to determine the rights, preferences, privileges and restrictions of unissued series of preferred stockwithout any vote or action by our stockholders. Thus, our board of directors can authorize and issue shares of preferred stock with votingor conversion rights that could dilute the voting power of holders of our other series of capital stock. These rights may have the effectof delaying or deterring a change of control of our company. Additionally, our certificate of incorporation and/or bylaws establish limitationson the removal of directors and on the ability of our stockholders to call special meetings and include advance notice requirements fornominations for election to our board of directors and for proposing matters that can be acted upon at stockholder meetings.

Moreover,because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the General Corporation Law of the Stateof Delaware (the “DGCL”), which prohibits an “interested stockholder” owning in excess of 15% of our outstandingvoting stock from merging or combining with us for a period of three years after the date of the transaction in which such stockholderacquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. Theseprovisions could limit the price that certain investors might be willing to pay in the future for shares of our common stock.

Claimsfor indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against usand may reduce the amount of money available to us.

Ourcertificate of incorporation provides that we will indemnify our directors and officers, in each case to the fullest extent permittedby Delaware law. In addition, as permitted by Section 145 of the Delaware General Corporation Law, our certificate of incorporation andour indemnification agreements that we have entered into with our directors and officers provide that:

Asa result of these provisions, if an investor were able to enforce an action against our directors or officers, in all likelihood, wewould be required to pay any expenses they incurred in defending the lawsuit and any judgment or settlement they otherwise would be requiredto pay. Accordingly, our indemnification obligations could divert needed financial resources and may adversely affect our business, financialcondition, results of operations and cash flows, and adversely affect the value of our business.

RisksRelated to this Offering and Our Common Stock

Investorsin this Offering will suffer immediate and substantial dilution of their investment.

Ifyou purchase our common stock in this Offering, you will pay more for your shares of common stock than our as adjusted net tangible bookvalue per share. Based upon a public offering price of $3.00 per share, you will incur immediate and substantialdilution of $1.00 per share, representing the difference between the public offering price and our as adjusted net tangiblebook value per share. That is because the price that you pay will be substantially greater than the pro forma net tangible book valueper share of the common stock that you acquire. This dilution is due in large part to the fact that our earlier investors paid substantiallyless than the offering price when they purchased their shares of our capital stock. You will experience additional dilution when thoseholding outstanding stock options or common stock purchase warrants exercise their right to purchase common stock or when we otherwiseissue additional shares of capital stock. For information regarding our outstanding stockholders’ equity and potentially dilutivesecurities, refer to the information under the heading “Dilution” in this prospectus.

Investorsmay experience dilution of their ownership interests because of the future issuance of additional shares of our common stock.

Inthe future, we may issue additional authorized but previously unissued equity securities, resulting in the dilution of the ownershipinterests of our present stockholders. We may also issue additional shares of our common stock or other securities that are convertibleinto or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of our securitiesfor capital raising purposes, or for other business purposes and some of these issuances may be at a price (or exercise prices) belowthe price at which shares of our common stock are currently trading. The future issuance of any such additional shares of common stockmay create downward pressure on the trading price of our common stock.

Substantialamounts of our outstanding shares may be sold into the market when lock-up or market standoff periods end. If there are substantial salesof shares of our common stock, the price of our common stock could decline.

Theprice of our common stock could decline if there are substantial sales of our common stock, particularly sales by our directors, executiveofficers and significant stockholders, or if there is a large number of shares of our common stock available for sale and the marketperceives that sales will occur. After this offering, we will have 2,556,329 outstanding shares of our common stock, based onthe number of shares outstanding as of July 19, 2024. All of the shares of common stock sold in this offering will be availablefor sale in the public market. A substantial amount of our outstanding shares of common stock are currently restricted from resale asa result of “lock-up” agreements, as more fully described under the heading “Shares Eligible for Future Sale”in this prospectus. These shares will become available to be sold 90 days after the date of this prospectus. Shares held by directors,executive officers and other affiliates will be subject to volume limitations under Rule 144 under the Securities Act of 1933, as amended(Securities Act).

Wehave broad discretion in the use of the net proceeds from this offering, and our use of those proceeds may not yield a favorable returnon your investment.

Weintend to use the net proceeds from the sale of the shares in the offering, along with available cash, for general corporate purposes,which may include advancing new product development, maintaining existing and prosecuting new intellectual property protection, supportingthe requirements of being a public company, including legal, audit, investor relations and board fees and providing competitive salariesand benefits to attract and retain highly qualified employees. We may also use proceeds from this offering to acquire complimentary technologies,products or businesses, or technologies, products or businesses that are not related to our current business which we believe offer opportunitiesfor growth and to create value for our shareholders, although we are not a party to any definitive agreements for any such acquisition.We have not specifically allocated the amount of net proceeds that will be used for these purposes, and our management will have broaddiscretion over how these proceeds are used and could spend the proceeds in ways with which you may not agree. In addition, we may notallocate the proceeds of this offering effectively or in a manner that increases our market value or enhances our profitability. We havenot established a timetable for the effective deployment of the proceeds, and we cannot predict how long it will take to deploy the proceeds.

Therecan be no assurance that we will ever provide liquidity to our investors through a sale of our Company.

Whileacquisitions of companies like ours are not uncommon, potential investors are cautioned that no assurances can be given that any formof merger, combination, or sale of our Company will take place or that any merger, combination, or sale, even if consummated, would provideliquidity or a profit for our investors. You should not invest in our Company with the expectation that we will be able to sell the businessin order to provide liquidity or a profit for our investors.

Thereis no public market for the Pre-Funded Warrants being offered in this offering.

Thereis no established public trading market for the Pre-Funded Warrants being offered in this offering, and we do not expect a market todevelop. In addition, we do not intend to apply to list the Pre-Funded Warrants on any national securities exchange or other nationallyrecognized trading system. Without an active market, the liquidity of the Pre-Funded Warrants will be limited.

Exceptas provided in the Pre-Funded Warrants, holders of the Pre-Funded Warrants offered hereby will have no rights as common stockholderswith respect to the shares our common stock underlying the Pre-Funded Warrants until such holders exercise their Pre-Funded Warrantsand acquire our common stock.

Untilholders of the Pre-Funded Warrants acquire shares of our common stock upon exercise thereof, such holders will have No rights with respectto the shares of our common stock underlying such Pre-Funded Warrants, except to the extent that holders of such Pre-Funded Warrantswill have certain rights to participate in distributions or dividends paid on our common stock as set forth in the Pre-Funded Warrants.Upon exercise of the Pre-Funded Warrants, the holders will be entitled to exercise the rights of a common stockholder only as to mattersfor which the record date occurs after the exercise date.

ThePre-Funded Warrants are speculative in nature.

Holdersof the Pre-Funded Warrants may acquire shares of common stock issuable upon exercise of such Pre-Funded Warrants at an exercise priceof $0.01 per share of common stock. There can be No assurance that the market value of the Pre-Funded Warrants will equal or exceed theirpublic offering price.

USEOF PROCEEDS

Weexpect that the net proceeds from the sale of 639,000 shares of common stock and 1,028,000 Pre-Funded Warrants in thisoffering will be approximately $4.2 million, after deducting the underwriting discounts and commissions and estimated offeringexpenses payable by us. If the underwriters’ over-allotment option is exercised in full, we estimate that we will receive net proceedsof approximately $4.5 million, after deducting underwriter discounts and commissions and estimated offering expenses payable byus.

We plan to use the net proceeds fromthis offering for general corporate purposes, including working capital, sales and marketing, and operating expenses. Wemay also use a portion of the net proceeds of this offering to acquire complimentary products or businesses, or businesses orproducts not related to our current business or products which we believe offer opportunities for growth and to create value for ourshareholders, although we are not a party to any definitive agreements for any such acquisition.

Ourexpected use of net proceeds from this offering represents our current intentions based upon our present plans and business condition.However, the nature, amounts and timing of our actual expenditures may vary significantly depending on numerous factors. As a result,our management has and will retain broad discretion over the allocation of the net proceeds from this offering. We may find it necessaryor advisable to use the net proceeds from this offering for other purposes, and we will have broad discretion in the application of netproceeds from this offering. Pending our use of the net proceeds from this offering, we intend to invest the net proceeds in a varietyof capital preservation investments, including short-term, investment-grade, interest-bearing instruments and U.S. government securities.

DIVIDENDPOLICY

Wedo not currently anticipate declaring or paying cash dividends on our common stock in the foreseeable future. We currently intend toretain our future earnings, if any, to finance the development and expansion of our business. Any future determination to pay dividendswill be at the discretion of our board of directors and will depend upon then-existing conditions, including our results of operationsand financial condition, capital requirements, business prospects, statutory and contractual restrictions on our ability to pay cashdividends, including restrictions contained in our credit agreements, and other factors our board of directors may deem relevant. Accordingly,you may need to sell your shares of our common stock to realize a return on your investment, and you may not be able to sell your sharesat or above the price you paid for them.

MARKETFOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

MarketInformation

Ourcommon stock is currently listed on the NYSE American under the symbol “BTTR.” The following table sets forth,for the periods indicated and as reported on the NYSE American, the high and low bid prices for our common stock. Such over-the-countermarket quotations reflect inter-dealer prices, without retail mark-up, mark-downs or commissions, and may not necessarily represent actualtransactions:

Holdersof Common Stock

As of July19, 2024, we had 916,329 shares of our common stock issued and outstanding, and there were 154 record holders of ourcommon stock. Certain shares are held in “street” name and accordingly, the number of beneficial owners of such shares isnot known or included in the foregoing number. This number of holders of record also does not include stockholders whose shares may beheld in trust by other entities.

DividendPolicy

Wedo not currently anticipate declaring or paying cash dividends on our common stock in the foreseeable future. We currently intend toretain our future earnings, if any, to finance the development and expansion of our business. Any future determination to pay dividendswill be at the discretion of our board of directors and will depend upon then-existing conditions, including our results of operationsand financial condition, capital requirements, business prospects, statutory and contractual restrictions on our ability to pay cashdividends, including restrictions contained in our credit agreements, and other factors our board of directors may deem relevant. Accordingly,you may need to sell your shares of our common stock to realize a return on your investment, and you may not be able to sell your sharesat or above the price you paid for them.

RecentSales of Unregistered Securities

SinceJanuary 1, 2022, the registrant made the following issuances and purchases of its unregistered securities as described below. All shareamounts have been retroactively adjusted to give effect to a reverse stock split of 1-for-44 effective March 20, 2024.

(1)On February 1, 2022, the registrant issued 4,962 shares of common stock to five non-employee directors in return for services providedin their capacity as directors.

(2)On November 2, 2022, the registrant issued 927 shares of common stock to a member of its board of directors for service as interim CEO.

(3)On December 30, 2022, the registrant issued 562 shares of common stock to a member of its board of directors for service as interim CEO.

(4)On January 4, 2023, the registrant issued 20,292 shares of common stock to its board of directors in return for services provided intheir capacity as directors.

(5)On January 11, 2023, the registrant issued 4,545 shares of common stock to its key executives as part of their compensation packages.

(6)On January 31, 2023, the registrant issued 409 shares of common stock to a member of its board of directors for service as interim CEO.

(7)On April 30, 2023, the registrant issued 909 shares of common stock to a member of its executive management as part of their compensationpackage.

(8)On September 5, 2023, the registrant issued 34,090 shares of common stock to two members of its board of directors in return for servicesprovided in their capacity as directors.

(9)On February 9, 2024, the registrant issued 45,629 shares of common stock to the shareholders of Aimia Pet Healthco Inc., acorporation organized under the laws of Canada (“Aimia”), and certain related parties, in connection with the acquisitionof Aimia by the registrant.

(10) In February 2024,the registrant granted 42,088 shares of restricted common stock to members of its Board of Directors as part of their equity compensationpursuant to the Amended and Restated 2019 Incentive Award Plan. These restricted stock awards were immediately vested and, as such, theregistrant recorded share-based compensation expense of $0.4 million upon issuance.

(11)On June 26, 2024, the registrant acceleratedthe vesting of 22,727 shares of restricted common stock held by its Chief Executive Officer in return for servicesprovided in his capacity as such.

(12) On June26, 2024, the registrant issued 47,285 options to purchase shares of common stock to certain of its directors, officers and employeesin return for services provided in their capacities as such.

Unlessotherwise stated above, the issuances of the above securities were deemed to be exempt from registration under the Securities Act inreliance upon Section 4(a)(2) of the Securities Act, or Regulation D promulgated thereunder, or Rule 701 promulgated under Section 3(b)of the Securities Act as transactions by an issuer not involving any public offering or pursuant to benefit plans and contracts relatingto compensation as provided under Rule 701. The recipients of the securities in each of these transactions represented their intentionsto acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof and appropriatelegends were placed upon the stock certificates issued in these transactions.

Purchasesof Equity Securities by the Issuer

Therewere no repurchases of Better Choice Company common stock during the year ended December 31, 2023:

CAPITALIZATION

Thefollowing table sets forth our cash and cash equivalents and our capitalization as of March 31, 2024, on:

Youshould refer to the information under the heading “Management’s Discussion and Analysis of Financial Condition and Resultsof Operations” in this prospectus and the financial statements and related notes contained elsewhere in this prospectus inevaluating the material presented below.

Thenumber of shares of our common stock issued and outstanding was 916,329 as of July 19, 2024, and excludes as of that date:

DILUTION

Thesale of our common stock pursuant to this prospectus will have a dilutive impact on our stockholders.

Ournet tangible book value as of March 31, 2024 was $0.7 million or $0.88 per share. Net tangible book value per share isdetermined by dividing our total tangible assets, less total liabilities, by the number of shares of our common stock outstanding asof March 31, 2024. Dilution with respect to net tangible book value per share represents the difference between the amount per sharepaid by purchasers in this offering and the pro forma net tangible book value per share of our common stock immediately after this offering.

After giving effect to the sale of 639,000shares of our common stock and 1,028,000 Pre-Funded Warrants in this offering, at a public offering price of $3.00per share, our as adjusted net tangible book value as of March 31, 2024 would have been approximately $5.0 million after deductingthe underwriting discounts and commissions and estimated offering expenses, or $2.00 per share. This represents an immediate increasein net tangible book value of $1.12 per share to existing stockholders and an immediate dilution of $1.00 per share tonew investors purchasing shares of our common stock.

Thefollowing table illustrates this calculation on a per share basis.

If the underwriter exercises its option to purchaseadditional shares in full, our as-adjusted net tangible book value as of March 31, 2024 would have been approximately $5.2 million,or $2.03 per share, representing an increase in the net tangible book value to existing stockholders of $1.15 per shareand immediate dilution of $0.97 per share to new investors purchasing shares of our common stock in this offering.

Thenumber of shares of our common stock issued and outstanding was 916,329 as of July 19, 2024, and excludes as of that date:

Tothe extent that options outstanding as of July 19, 2024 have been or may be exercised or other shares are issued, investors purchasingour securities in this offering may experience further dilution. In addition, we may choose to raise additional capital due to marketconditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. To theextent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securitiescould result in further dilution to our stockholders.

MANAGEMENT’SDISCUSSION AND ANALYSIS OF

FINANCIALCONDITION AND RESULTS OF OPERATIONS

Thefollowing discussion includes forward-looking statements about our business, financial condition and results of operations, includingdiscussions about management’s expectations for our business. The financial condition, results of operations and cash flows discussedin this Management’s Discussion and Analysis of Financial Condition and Results of Operations are those of Better Choice CompanyInc. and its consolidated subsidiaries, collectively, the “Company,” “Better Choice Company,” “we,”“our,” or “us”. These statements represent projections, beliefs and expectations based on current circ*mstancesand conditions and in light of recent events and trends, and you should not construe these statements either as assurances of performanceor as promises of a given course of action. Instead, various known and unknown factors are likely to cause our actual performance andmanagement’s actions to vary, and the results of these variances may be both material and adverse. A description of material factorsknown to us that may cause our results to vary or may cause management to deviate from its current plans and expectations, is set forthunder “Risk Factors.” See “Cautionary Note Regarding Forward-Looking Statements.” The following discussion shouldalso be read in conjunction with our audited consolidated financial statements including the notes thereto appearing elsewhere in thisfiling. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements, which reflect management’sanalysis only as of the date hereof. We undertake no obligation to publicly release the results of any revision to these forward-lookingstatements which may be made to reflect events or circ*mstances after the date hereof or to reflect the occurrence of unanticipated events.

Overviewand Outlook

BetterChoice is a pet health and wellness company committed to leading the industry shift toward pet products and services that help dogs andcats live healthier, happier and longer lives. Our mission is to become the most innovative premium pet food company in the world, andwe are motivated by our commitment to making products with integrity and treating pets and their parents with respect. We believe thatour broad portfolio of pet health and wellness products are well positioned to benefit from the trends of growing pet humanization andan increased consumer focus on health and wellness, and have adopted a laser focused, channel specific approach to growth that is drivenby new product innovation.

Wesell our premium and super-premium products (which we believe generally includes products with a retail price greater than $0.20 perounce) under the Halo brand umbrella, including Halo Holistic™, Halo Elevate® and the former TruDog brand, which has been rebrandedand successfully integrated under the Halo brand umbrella during the third quarter of 2022. Our core products sold under the Halo brandare made with high-quality, thoughtfully sourced ingredients for natural, science based nutrition. Each innovative recipe is formulatedwith leading veterinary and nutrition experts to deliver optimal health. Our diverse and established customer base has enabled us topenetrate multiple channels of trade, which we believe enables us to deliver on core consumer needs and serve pet parents wherever theyshop. We group these channels of trade into four distinct categories: E-commerce, which includes the sale of product to online retailerssuch as Amazon and Chewy; Brick & Mortar, which primarily includes the sale of product to Pet Specialty retailers and neighborhoodpet stores, as well as to select grocery chains; Direct to Consumer (“DTC”) which includes the sale of product through ourwebsite halopets.com; and International, which includes the sale of product to foreign distribution partners and to select internationalretailers.

TheGlobal Pet Food and Treat Market

TheU.S. represents the largest and most developed market for pet food globally, with food and treats accounting for approximately $58 billion,or 42% of the total U.S. pet care market in 2022. According to the American Pet Product Association, between 66% of all households inthe U.S. own a pet, equating to a total pet population of more than 130 million companion animals and an average of 1.7 pets per household.Pet spending represents a significant portion of household spend on consumer products, as this translates to an average annual spendon pet care of more than $1,500 per pet owning household, with $460 of this spend attributed to pet food and treats.

Historically,consumer spending on pets grew at an approximately 3% CAGR in the decade leading up to the COVID-19 pandemic, driven by steady annualincreases in household pet ownership of approximately 1%, the continued premiumization of the category and the humanization of pets.This surge in pet acquisition has led to an increase in the forecasted growth of the pet care industry over the next ten years. The U.S.pet food industry is expected to grow at a 4.96% CAGR between 2023 and 2028 (Statistica).

Froma demographic perspective, younger pet owners are more likely to spend a higher percentage of their income on pets, treat their pet asan important member of the family and to purchase products from pet specialty and online retailers rather than from grocery stores. Alongthese lines, women are 3.2 times more interested in purchasing pet food than men, and are 2.4 times more likely to engage with searchads than men. Taken holistically, these traits suggest a preference to purchase more premium and super-premium pet food and treats frombrands like Halo, with a tendency to purchase products in the channels where we compete.

Globally,Asia is the second largest market for pet products, with China representing the largest market opportunity for growth. Like the U.S.,growth in the Asian pet care industry has been driven by dramatic increases in household pet ownership. We believe that growth in Asiais fueled by increasing levels of economic financial status and demand for premium, western manufactured products as a result of productquality concerns. This demand has been supported by a rapidly growing middle class in China, where a McKinsey report estimated that in2018 roughly 730 million people in urban areas fell into the income categories of “aspirants” and “affluents,”with the Brookings group estimating that approximately 60 million people are added to these income categories each year. We believe thatthis growth drove the increase in the number of dog-owning Chinese households as measured by Euromonitor, which increased from 12% in2015 to 20% in 2020, according to Euromonitor. According to Euromonitor, the Chinese market for premium dry dog and cat food is anticipatedto grow at a 20% CAGR and 28% CAGR, respectively, from 2015 through 2025, suggesting that the Chinese pet market has significant roomfor growth in the foreseeable future. We are focused on targeting Chinese pet owners with the highest willingness to pay, which tendto be urban dwelling millennial and Gen-Z women. In 2021, 80% of our products were purchased online, and approximately 50% of our end-consumerswere born after 1990.

OurGrowth Strategy

RecentCorporate Developments

OnMarch 2, 2023, we announced that Robert Sauermann was resigning from his role as Chief Operating Officer (“COO”), effectiveMarch 17, 2023. On March 21, 2023, we announced that Sharla Cook was resigning from her role as Chief Financial Officer (“CFO”),effective April 3, 2023. Also on March 21, 2023, we announced that Carolina Martinez was appointed as Interim CFO, effective April 3,2023.

OnMay 11, 2023, we announced that Lionel F. Conacher was resigning from his role as Interim CEO of the Company, effective May 22, 2023.Mr. Conacher will still continue to serve on the Board as a Director. On May 11, 2023, we announced that Kent Cunningham was appointedas Chief Executive Officer of the Company, effective May 22, 2023.

OnAugust 2, 2023, we announced that Carolina Martinez was appointed as Chief Financial Officer, Treasurer and Secretary of the Company,effective August 7, 2023. On August 28, 2023, we announced that Donald Young, was resigning from his role as Chief Sales Officer of theCompany, effective September 8, 2023.

InDecember 2023, the Company made a strategic exit out of Petco stores (while remaining on Petco.com), and Pet Supplies Plus. As of Q12024, the Company has made plans to exit its DTC channel in Q2 2024, in an effort to improve profitability. On June 1, 2024, the Companyeffectuated the shutdown and now directs consumers from halopets.com to Amazon and Chewy.

TheCompany was not in compliance with certain covenants related to the Alphia Term Loan Facility as of December 31, 2023 and the debt iscallable by the lender. Refer to the Going concern considerations for additional information.

OnMarch 25, 2024, Better Choice Company, Inc. (“BTTR”) initiated a legal action to enforce a right of first refusal (“ROFR”)option exercised by Alphia, Inc. (“Alphia”), which is controlled by a Paris-based private equity firm, PAI Partners. OnJune 20, 2024, the Company agreed to settlement terms of such lawsuit. The agreement, which dismisses the Company’s ongoing litigationwith Alphia, provides for the retirement of the Company’s senior secured debt, including $5.0 million in principal and $0.4 millionof payable-in-kind accrued interest as of March 31, 2024, the retirement of 335,640 warrants with a strike price of $11.44 per sharethat were set to expire in 2028, and the elimination of approximately $5.0 million of other indebtedness by the Company with savingsup to $2.7 million if paid within 90 days.

On April 15, 2024, theCompany’s board of directors authorized and approved a stock repurchase plan (the “Repurchase Plan”) for up to $5 millionof the currently outstanding shares of the Company’s common stock through December 31, 2024. Under the Repurchase Plan, the Companyis authorized to repurchase shares through open market purchases, privately-negotiated transactions, block purchases or otherwise inaccordance with applicable federal securities laws, including Rule 10b-18 of the Exchange Act. The Board also authorized the Companyto enter into written trading plans under Rule 10b5-1 of the Exchange Act. Adopting a trading plan that satisfies the conditions of Rule10b5-1 would allow a company to repurchase its shares at times when it might otherwise be prevented from doing so due to self-imposedtrading blackout periods or pursuant to insider trading laws. Under any Rule 10b5-1 trading plan, the Company’s third-party broker,subject to Securities and Exchange Commission regulations regarding certain price, market, volume and timing constraints, would haveauthority to purchase the Company’s common stock in accordance with the terms of the plan. The Company may from time to time enterinto Rule 10b5-1 trading plans to facilitate the repurchase of its common stock pursuant to its Repurchase Plan. The Company hasnot made any purchasers under the Repurchase Plan, nor has it entered into any trading plans. Following the Offering, the Companydoes not intend to make repurchases of its Comon Stock but reserves the right to evaluate the market for the Common Stock and make adetermination regarding repurchases at that time prior to December 31, 2024.

On April 24, 2024, the Company received a notice of noncompliance from the NYSE American. On May 24, 2024, we submitteda plan of compliance to NYSE American addressing how we intend to regain compliance, which plan has been accepted by the NYSE American.However, if we are not in compliance with the continued listing standards before the end of the cure period, or if we do not make progressconsistent with the plan, the NYSE American may take steps to delist our common stock. Further, we received correspondence from the NYSEAmerican on July 9, 2024, indicating noncompliance under a different requirement of the listing standards, since we reported stockholders’ equity of $1.1 million as of March31, 2024, and had losses from continuing operations and/or net losses in three out of its four most recent fiscal years ended December31, 2023, and that which requires us to maintain a minimum stockholders’ equity of $4.0 million. We will need to take additionalsteps to regain compliance under this requirement as well, or the NYSE American may take steps to delist our common stock.

Resultsof Operations for the three months ended March 31, 2024 and 2023

Thefollowing table sets forth our consolidated results for the periods presented (in thousands):

Netsales

Wesell our products through online retailers, pet specialty retailers, our online portal directly to our consumers and internationallyto foreign distribution partners (transacted in U.S. dollars). Generally, our sales transactions are single performance obligations thatare recorded at the time the product is shipped from our distribution centers and when control transfers. We offer a variety of tradepromotions, discounts and incentives to our customers, which impacts the transaction price of our products and our net sales accordingly.DTC net sales include revenue derived from shipping fees and are net of loyalty points earned (a portion of revenue is deferred at thetime of the sale as points are earned and not recognized until the redemption of the points, estimated based on historical experience).We record a revenue reserve based on historical return rates to account for customer returns.

Informationabout our revenue channels is as follows (in thousands):

Netsales decreased $(1.3) million, or (14)%, to $7.9 million for the three months ended March 31, 2024 compared to $9.2 million for thethree months ended March 31, 2023. The decrease in net sales for the three months ended March 31, 2024 is primarily attributable to newpayment terms enforced in our International channel to preserve cash, and a decline in traffic in our E-commerce platform.

Keyfactors that we expect to affect our future sales growth include new product innovation and launches, our expansion strategy in eachof the sales channels and our key supplier relationships.

Grossprofit

Costof goods sold consists primarily of the cost of product obtained from co-manufacturers, packaging materials, freight costs for shippinginventory to the warehouse, as well as third-party warehouse and order fulfillment costs. We review inventory on hand periodically toidentify damages, slow moving inventory, and/or aged inventory. Based on this analysis, we record inventories at the lower of cost ornet realizable value, with any reduction in value expensed as cost of goods sold.

Ourproducts are manufactured to our specifications by our co-manufacturers using raw materials. We work with our co-manufacturers to securea supply of raw materials that meet our specifications. In addition to procuring raw materials that meet our formulation requirements,our co-manufacturers manufacture, test and package our products. We design our packaging for our co-manufacturers and the packaging isshipped directly to them.

Ourgross profit has been and will continue to be affected by a variety of factors, primarily product sales mix, volumes sold, discountsoffered to newly acquired and recurring customers, the cost of our manufactured products, and the cost of freight from the manufacturerto the warehouse.

Duringthe three months ended March 31, 2024, gross profit decreased $0.6 million, or 19%, to $2.6 million compared to $3.2 million during thethree months ended March 31, 2023.

Grossmargin decreased 200 basis points to 33% for the three months ended March 31, 2024 compared to 35% for the three months ended March 31,2023. The decrease in gross margin for the three months ended March 31, 2024 is primarily attributable to selling excess inventory ata discount. As a result, revenue increased at a rate lower than the rate at which cost of goods sold (“COGS”) increased.The decrease in gross margin was attributable to our product sales mix, and a decrease in total sales volume. There was also an increasein our inventory reserve, driven by the increase in the Halo Elevate expiration risk.

Wecontinue to actively work with our co-manufacturing and freight partners to generate future cost savings and realize improved gross marginsin future periods. We could see continued margin variability due to the current economic environment and pricing pressures due to inflationarycosts for both transportation and raw materials. We will continue to refine and optimize our overall pricing strategy as we evaluatethe future impact of inflation and align ourselves with the market.

Operatingexpenses

OurSelling, general and administrative (“SG&A”) expenses consist of the following:

Interestexpense, net

Duringthe three months ended March 31, 2024, interest expense increased by $0.2 million, or 58% to $0.4 million from $0.2 million for the threemonths ended March 31, 2023. Interest expense for the three months ended March 31, 2024 is comprised of interest on our Wintrust ReceivablesCredit Facility, Alphia Term Loan, the amortization of debt issuance costs, and interest accretion on the Alphia Term Loan. Interestexpense for the three months ended March 31, 2023 is comprised of interest on our Wintrust Credit Facility and the amortization of debtissuance costs which was refinanced during 2022.

Incometaxes

Ourincome tax provision consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjustedfor any allowable credits, deductions and uncertain tax positions as they arise. During the three months ended March 31, 2024 and March31, 2023, we recorded income tax benefit of less than $0.1 million, which relates to indefinite-lived assets. The effective tax ratefor the three months ended March 31, 2024 and 2023 was less than 1%, respectively, which differs from the U.S. Federal statutory rateof 21% primarily because our losses have been fully offset by a valuation allowance due to uncertainty of realizing the tax benefit ofNOLs.

Resultsof Operations for the Years Ended December 31, 2023 and 2022

Thefollowing table sets forth our consolidated results for the periods presented (in thousands):

Netsales

Wesell our products through online retailers, pet specialty retailers, our online portal directly to our consumers and internationallyto foreign distribution partners (transacted in U.S. dollars). Generally, our sales transactions are single performance obligations thatare recorded at the time the product is shipped from our distribution centers and when control transfers. We offer a variety of tradepromotions, discounts and incentives to our customers, which impacts the transaction price of our products and our net sales accordingly.DTC net sales include revenue derived from shipping fees and are net of loyalty points earned (a portion of revenue is deferred at thetime of the sale as points are earned and not recognized until the redemption of the points, estimated based on historical experience).We record a revenue reserve based on historical return rates to account for customer returns.

Informationabout our revenue channels is as follows (in thousands):

Netsales decreased $(16.1) million, or (29)%, to $38.6 million for the year ended December 31, 2023 compared to $54.7 million for the yearended December 31, 2022. The decrease in net sales for the year ended December 31, 2023 is primarily attributable to supply chain constraintsand the downstream impact it has on our business. We experienced significant production delays from our dry kibble co-manufacturing partnerstemming from short-term shortages in raw materials, labor constraints, and capacity constraints. The inconsistency in supply createdmaterial out-of-stocks which resulted in less-than-optimal fill rates of our Halo Elevate® product line, sold primarily in our Brick& Mortar channel. Since closing the Alphia Term Loan, we have fully transitioned our dry kibble manufacturing to Alphia which, albeita very positive change needed for stabilizing supply and for long-term sustainability, has had a short-term impact to our Internationalchannel as it created registration delays in certain foreign markets, in turn delaying ordering and product launches.

Keyfactors that we expect to affect our future sales growth include new product innovation and launches, our expansion strategy in eachof the sales channels and our key supplier relationships.

Grossprofit

Costof goods sold consists primarily of the cost of product obtained from co-manufacturers, packaging materials, freight costs for shippinginventory to the warehouse, as well as third-party warehouse and order fulfillment costs. We review inventory on hand periodically toidentify damages, slow moving inventory, and/or aged inventory. Based on this analysis, we record inventories at the lower of cost ornet realizable value, with any reduction in value expensed as cost of goods sold.

Ourproducts are manufactured to our specifications by our co-manufacturers using raw materials. We work with our co-manufacturers to securea supply of raw materials that meet our specifications. In addition to procuring raw materials that meet our formulation requirements,our co-manufacturers manufacture, test and package our products. We design our packaging for our co-manufacturers and the packaging isshipped directly to them.

Ourgross profit has been and will continue to be affected by a variety of factors, primarily product sales mix, volumes sold, discountsoffered to newly acquired and recurring customers, the cost of our manufactured products, and the cost of freight from the manufacturerto the warehouse.

Duringthe year ended December 31, 2023, gross profit decreased $(3.5) million, or (23)%, to $11.8 million compared to $15.3 million duringthe year ended December 31, 2022. Gross profit margin increased 3% to 31% for the year ended December 31, 2023 compared to 28% for theyear ended December 31, 2022. The decrease in gross profit is primarily attributable to selling excess inventory at a discount. As aresult, revenue increased at a rate lower than the rate at which cost of goods sold (“COGS”) increased. The increase in grossprofit margin for the year ended December 31, 2023 is primarily attributable to a decrease in revenue at a rate lower than the rate atwhich cost of goods sold decreased. For the year ended December 31, 2023, the average price per pound cost $1.82, versus $1.88 for theyear ended December 31, 2022. We also implemented a 7% price increase across our Halo Holistic™ and Halo masterbrand wet productlines in August 2022, and a 12.5% sales price increase on our Halo Elevate® products in 2023.

Wecontinue to actively work with our co-manufacturing and freight partners to generate future cost savings and realize improved gross marginsin future periods. We could see continued margin variability due to the current economic environment and pricing pressures due to inflationarycosts for both transportation and raw materials. We will continue to refine and optimize our overall pricing strategy as we evaluatethe future impact of inflation and align ourselves with the market.

Operatingexpenses

OurSelling, general and administrative (“SG&A”) expenses consist of the following:

Impairmentof goodwill included an impairment charge of $18.6 million during the year ended December31, 2022, while there was nocorresponding activity for the year ended December31, 2023. Impairment of long-lived intangible assets resulted in animpairment charge of $8.5 million for the year ended December31, 2023, with no corresponding activity for the year endedDecember 31, 2022. See “Note 6 - Goodwill and intangible assets” for additional information.

Interestexpense, net

Duringthe year ended December 31, 2023, interest expense increased $0.8 million, or 146% to $1.4 million from $0.6 million for the fiscal yearended December 31, 2022. Interest expense for the year ended December 31, 2023 is comprised of interest on our Wintrust Receivables CreditFacility, Alphia Term Loan, the amortization of debt issuance costs, and interest accretion on the Alphia Term Loan. Interest expensefor the year ended December 31, 2022 is comprised of interest on our Wintrust Credit Facility, Wintrust term loan, and the amortizationof debt issuance costs.

Changein fair value of warrant liabilities

Commonstock warrants classified as liabilities are revalued at each balance sheet date subsequent to the initial issuance and changes in thefair value are reflected in the Consolidated Statements of Operations as change in fair value of warrant liabilities. See “Note11 - Warrants” for additional information.

Incometaxes

Ourincome tax expense (benefit) provision consists of an estimate of federal and state income taxes based on enacted federal and state taxrates, as adjusted for any allowable credits, deductions and uncertain tax positions as they arise. During the year ended December 31,2023, we recorded income tax expense of less than $0.1 million, which relates to the change in valuation allowance. During the year endedDecember31, 2022, we recorded income tax benefit of less than $0.1 million, which relates to indefinite-lived assets. The effectivetax rate for the years ended December 31, 2023 and 2022 was 0%, which differs from the U.S. Federal statutory rate of 21% due to permanentdifferences attributable to the impairment of goodwill in 2022 and because our losses have been fully offset by a valuation allowancedue to uncertainty of realizing the tax benefit of NOLs for the years ended December 31, 2023 and 2022.

Liquidityand capital resources

Historically,we have financed our operations primarily through the sales of shares of our common stock, warrants, preferred stock, and loans. In connectionwith our IPO, we issued and sold 181,818 shares of common stock at a price of $5.00 per share. On July 1, 2021 we received total netproceeds of approximately $36.1 million from the IPO, after deducting underwriting discounts and commissions of $2.8 million, and offeringcosts of approximately $1.1 million. On March 31, 2024 and December 31, 2023, we had cash and cash equivalents of $3.9 million and $4.5million, respectively.

Weare subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitiveforces, successful marketing and sale of our products, the successful protection of our proprietary technologies, ability to grow intonew markets, and compliance with government regulations. As of March 31, 2024, we have not experienced a significant adverse impact toour business, financial condition or cash flows resulting from geopolitical actions or threat of cyber-attacks. However, we have seenadverse impacts to our gross margin from time to time due to inflationary pressures in the current economic environment. Uncertaintiesregarding the continued economic impact of inflationary pressures, geopolitical actions and threat of cyber-attacks are likely to resultin sustained market turmoil, which could negatively impact our business, financial condition, and cash flows in the future.

Wehave historically incurred losses and expect to continue to generate operating losses and consume cash resources in the near term. Theseconditions raise substantial doubt about our ability to continue as a going concern for a period of twelve months from the date theseinterim condensed consolidated financial statements are issued, meaning that we may be unable to generate sufficient operating cash flowsto pay our short-term obligations. We have implemented and continue to implement plans to achieve operating profitability, includingvarious margin improvement initiatives, the consolidation of and introduction of new co-manufacturers, the optimization of our pricingstrategy and ingredient profiles, and new product innovation.

Ourability to raise additional capital may be adversely impacted by the potential worsening of global economic conditions, including inflationarypressures, he recent disruptions to, and volatility in, the credit and financial markets in the United States and worldwide resultingfrom geopolitical tensions. If we seek additional financing to fund our business activities in the future and there remains doubt aboutour ability to continue as a going concern, investors or other financing sources may be unwilling to provide additional funding on commerciallyreasonable terms or at all. If we are unable to raise the necessary funds when needed or achieve planned cost savings, or other strategicobjectives are not achieved, we may not be able to continue our operations, or we could be required to modify our operations that couldslow future growth.

Asummary of our cash flows is as follows (in thousands):

Cashflows from operating activities

Cashused in operating activities decreased by $0.5 million, or 32%, during the three months ended March 31, 2024 compared to the three monthsended March 31, 2023. The decrease in cash was primarily driven by a $(0.7) million decrease in net loss as well as a $(0.6) milliondecrease in inventory reserve due to selling off stock. The decrease in cash was also driven by significant fluctuations in our workingcapital, including a comparative decrease in accounts receivable balances of $(0.4) million due to timing of sales and collections anda comparative increase in accounts payable of $0.4 million due to inventory rebuild in 2023.

Cashflows from investing activities

Cashused in investing activities was less than $0.1 million during the three months ended March 31, 2024 and March 31, 2023. The cash usedin investing activities is related to capital expenditures.

Cashflows from financing activities

Cashprovided by financing activities was $0.4 million and less than $(0.1) million, during the three months ended March 31, 2024 and March31, 2023, respectively. The cash provided by financing activities for the three months ended March 31, 2024 was related proceeds fromthe Wintrust revolving line of credit of $3.0 million, offset by payments on the Wintrust revolving line of credit of $(2.6) million.The cash provided by financing activities for the three months ended March 31, 2023 was related to payments on the short-term financingarrangement of $0.04 million.

WintrustReceivables Credit Facility

OnJune 21, 2023, the Company entered into an account purchase agreement with Wintrust Receivables Finance, a division of Wintrust BankN.A. (“Wintrust”) pursuant to which Wintrust will purchase, at its discretion, eligible customer invoices and advance upto 75% of the face amount of all purchased amounts up to $4,750,000. Each advance under the AP Agreement will bear interest at the U.S.prime rate, plus 2.5%. The AP Agreement has an initial term of two years and will automatically renew annually unless terminated by theCompany on at least 60 days’ notice. The Wintrust Receivables Credit Facility is secured by a general security interest in theassets of the Company. The Wintrust Receivables Credit Facility is guaranteed secured by the Company pursuant to that certain UnlimitedContinuing Guaranty Agreement dated as of June 21, 2023.

Asof March 31, 2024, the balance outstanding on the Wintrust Receivables Credit Facility amounted to $2.2 million.

AlphiaTerm Loan

OnJune 21, 2023, the Company entered into a term loan credit agreement with Alphia Inc., a leading custom manufacturer of super-premiumpet food in the U.S. Pursuant to the Term Loan Agreement, Alphia made a term loan to the Company in the original principal amount of$5,000,000 (the “Term Loan”). The Term Loan is also evidenced by that certain Term Note dated as of June 21, 2023 issuedby the Company to Alphia (the “Term Note”). The proceeds of the Term Loan, together with a portion of the Company’scash on hand, were used to retire all of the outstanding obligations of Halo, Purely for Pets, Inc. (“Halo”), a wholly-ownedsubsidiary of the Company, under Halo’s long-term credit facility with Old Plank Trail Community Bank, N.A., an affiliate of WintrustBank, N.A.

TheTerm Loan will bear interest at a rate of 10% per annum, compounded quarterly, and will mature on June 21, 2026. Accrued interest onthe Term Loan is payable quarterly in cash or, at the election of the Company, in-kind by capitalizing such interest and adding it tothe then-outstanding principal amount of the Term Loan. The Term Loan Agreement and Term Note provide for customary financial covenantsand customary events of default, including, among others, those relating to failure to make payment, bankruptcy, breaches of representationsand material adverse effects. The Company may prepay the principal of the Term Loan at any time upon written notice to Alphia and subjectto a prepayment penalty if such prepayment occurs prior to June 21, 2025.

TheTerm Loan is secured by a general security interest on the assets, including the intellectual property, of the Company and Halo pursuantto (i) that certain Term Loan Security Agreement, dated June 21, 2023, made by the Company and Halo in favor of Alphia (the “SecurityAgreement”) and (ii) that certain Intellectual Property Security Agreement, dated as of June 21, 2023 of the Company and Halo infavor of Alphia (the “Intellectual Property Security Agreement”). The Company has also pledged all of the capital stock ofHalo held by the Company as additional collateral for the Term Loan.

Theterm Loan is guaranteed by Halo pursuant to that certain Term Loan Guaranty, dated as of June 21, 2023, by and between Halo and Alphia(the “Term Loan Guaranty”).

Inconjunction with the Term Loan, the Company issued to Alphia (i) a warrant (the “First Tranche Warrant”) to purchase 148,758shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at a price of $0.26 per share, and(ii) a warrant (the “Second Tranche Warrant” and together with the First Tranche Warrant, the “Warrants”) topurchase 186,882 shares of Common Stock at a price of $0.26 per share. Unless exercised, the Warrants expire on June 21, 2028. The Warrantscontain certain anti-dilution provisions in favor of Alphia in connection with any equity offering consummated by the Company prior toDecember 21, 2023 and equity issuances below the exercise price of the Warrants. The Warrants also contain a cashless exercise optionat the election of Alphia.

Additionally,in conjunction with the Term Loan, the Company entered into a Side Letter Agreement with Alphia (the “Side Letter”) pursuantto which Alphia was granted a right of first refusal on any of the following relating to the Company or any of its subsidiaries and tothe extent such transactions constitute a change of control: (i) any transfer, sale, lease or encumbrance of all or any portion of thecapital stock or assets (other than the sale of inventory in the ordinary course of business), (ii) any merger, consolidation or otherbusiness combination, (iii) any recapitalization, reorganization or any other extraordinary business transaction, (iv) or any equityissuance or debt incurrence. Alphia’s right of first refusal is effective so long as the Term Loan remains outstanding and fora period of 12 months thereafter. The Side Letter also provides Alphia with certain Board observer rights.

Asof March 31, 2024, our indebtedness on the Alphia Term Loan Facility amounted to $3.1 million net of debt issuance costs of $0.2 million.For details about the terms, covenants and restrictions contained in the Alphia Term Loan Facility, see “Note 8 - Debt” toour interim condensed consolidated financial statements included in this prospectus.

OnMarch 25, 2024, we filed a lawsuit against Alphia in the Circuit Court of the 13th Judicial Circuit in and for Hillsborough County, Florida,and on June 20, 2024, we agreed to settlement terms of such lawsuit. The agreement, which dismisses the Company’s ongoing litigationwith Alphia, provides for the retirement of the Company’s senior secured debt, including $5.0 million in principal and $0.4 millionof payable-in-kind accrued interest as of March 31, 2024, the retirement of all of Alphia’s 335,640 warrants with a strikeprice of $11.44 per share that were set to expire in 2028, and the elimination of approximately $5.0 million of other indebtedness bythe Company with savings up to $2.7 million if paid within 90 days.

ContractualCommitments and Obligations

Weare contractually obligated to make future cash payments for various items, including debt arrangements, certain purchase obligations,as well as the lease arrangement for our office. See “Note 8 - Debt” to our interim condensed consolidated financial statementsincluded in this prospectus for more information about our debt obligations. Our purchase obligations include certain ongoing marketingprojects, software subscriptions as well as in-transit or in-production purchase orders with our suppliers, for which amounts vary dependingon the purchasing cycle. The majority of our software subscriptions are not under long-term contracts, and we do not have long-term contractsor commitments with any of our suppliers beyond active purchase orders. These purchase obligations were not material as of the date ofthis prospectus.

CriticalAccounting Estimates

Ourdiscussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, whichhave been prepared in accordance with GAAP. The preparation of our unaudited condensed consolidated financial statements and relateddisclosures requires us to make estimates, assumptions and judgements that affect the reported amounts of assets, liabilities, net sales,costs and expenses and related disclosures. We believe that the estimates, assumptions and judgments involved in the accounting policiesdescribed in our Annual Report for the year ended December 31, 2023 have the greatest potential impact on our financial statements and,therefore, we consider these to be our critical accounting estimates. Accordingly, we evaluate our estimates and assumptions on an ongoingbasis. Our actual results may differ from these estimates under different assumptions and conditions. There have been no material changesto our critical accounting estimates compared to the descriptions in our Annual Report for the year ended December 31, 2023.

Share-BasedCompensation

Share-basedcompensation expense is measured based on the estimated fair value of awards granted to employees, directors, officers and consultantson the grant date. Forfeitures are accounted for as they occur, therefore there are no forfeiture related estimates required.

Thefair value of an option award is estimated on the date of grant using the Black–Scholes option valuation model, which requiresthe development of input assumptions, as described in “Note 13 - Share-based compensation”. Determining the appropriate fairvalue model and calculating the fair value of share-based payment awards requires the input of the subjective assumptions described in“Note 13 - Share-based compensation”. The assumptions used in calculating the fair value of share-based payment awards representmanagement’s best estimates, which involve inherent uncertainties and the application of management’s judgment.

BUSINESS

OurHistory

OnDecember 17, 2018, Better Choice made a $2.2 million investment in TruPet LLC (“TruPet”), an online seller of pet foods,pet nutritional products and related pet supplies. On February 2, 2019, Better Choice Company entered into a definitive agreement toacquire the remainder of TruPet and we closed the acquisition on May 6, 2019.

OnFebruary 28, 2019, Better Choice Company entered into a definitive agreement to acquire all of the outstanding shares of Bona Vida, Inc.(“Bona Vida”) and closed the acquisition on May 6, 2019.

OnOctober 15, 2019, Better Choice Company entered into a Stock Purchase Agreement (as amended, the “Halo Agreement”) with Halo,Thriving Paws, LLC, a Delaware limited liability company (“Thriving Paws”), HH-Halo LP, a Delaware limited partnership (“HH-Halo”and, together with Thriving Paws, the “Sellers”) and HH-Halo, in the capacity of the representative of the Sellers. Pursuantto the terms and subject to the conditions of the Halo Agreement, among other things, we agreed to purchase from the Sellers 100% ofthe issued and outstanding capital stock of Halo, Purely for Pets, Inc. (“Halo”). We closed this acquisition, which we referto as the Halo Acquisition, on December 19, 2019.

Overviewof Our Business

BetterChoice is a pet health and wellness company committed to leading the industry shift toward pet products and services that help dogs andcats live healthier, happier and longer lives. Our mission is to become the most innovative premium pet food company in the world, andwe are motivated by our commitment to making products with integrity and treating pets and their parents with respect. We believe thatour broad portfolio of pet health and wellness products are well positioned to benefit from the trends of growing pet humanization andan increased consumer focus on health and wellness, and have adopted a laser focused, channel specific approach to growth that is drivenby new product innovation.

Wesell our premium and super-premium products (which we believe generally includes products with a retail price greater than $0.20 perounce) under the Halo brand umbrella, including Halo Holistic™, Halo Elevate® and the former TruDog brand, which has been rebrandedand successfully integrated under the Halo brand umbrella during the third quarter of 2022. Our core products sold under the Halo brandare made with high-quality, thoughtfully sourced ingredients for natural, science based nutrition. Each innovative recipe is formulatedwith leading veterinary and nutrition experts to deliver optimal health. Our diverse and established customer base has enabled us topenetrate multiple channels of trade, which we believe enables us to deliver on core consumer needs and serve pet parents wherever theyshop. We group these channels of trade into four distinct categories: E-commerce, which includes the sale of product to online retailerssuch as Amazon and Chewy; Brick & Mortar, which primarily includes the sale of product to Pet Specialty retailers such as Petco,Pet Supplies Plus and neighborhood pet stores, as well as to select grocery chains; Direct to Consumer (“DTC”) which includesthe sale of product through our website halopets.com; and International, which includes the sale of product to foreign distribution partnersand to select international retailers. In December 2023, the Company made a strategic exit out of Petco stores (while remaining on Petco.com),and Pet Supplies Plus. As of Q1 2024, the Company has made plans to exit its DTC channel in Q2 2024, in an effort to improve profitability.On June 1, 2024, the Company effectuated the shutdown and now directs consumers from halopets.com to Amazon and Chewy.

Newproduct innovation represents the cornerstone of our growth plan, supported by our own research and development, and acquisitions. Ourestablished supply and distribution infrastructure allows us to bring new products to market in nine months, generally. Our outsourcedmanufacturing model is flexible, scalable and encourages innovation allowing us to offer a breadth of assortment in dog and cat foodproducts under the Halo brand, serving a wide variety of customer needs.

Halois the brand for a new generation of pet parents. For millennial pet parents who view their pets as children, we believe Halo providesthe world’s best nutrition for the world’s best kids. Halo offers two premium sub-lines of natural dog and cat food for thisaudience - Halo Holistic, which includes the former TruDog brand, and Halo Elevate.

HaloHolistic is designed for the pet parent seeking high-quality ingredients for digestive health. Halo Holistic is the only super-premiumpet food certified by the Global Animal Partnership and the Marine Stewardship Council, both of which are animal welfare organizationsrecognized worldwide. Halo Holistic also supports complete digestive health with prebiotics, probiotics and postbiotics. Additionally,it’s made with whole animal proteins only and no meat meals.

HaloElevate®, our second sub-line which launched during 2022, provides best-in-class nutrition. We believe it’s the only naturalpet food with leading nutrient levels to support the top five pet parent health concerns which include digestive health, heart and immunitysupport, healthy skin and coat, hip and joint support and strength and energy. Each recipe delivers natural, science-based nutritionfor optimal health. Both Halo Holistic and Halo Elevate® provide confidence and validation to empower millennial pet parents.

OurProducts and Brands

Wehave a broad portfolio of over 100 active premium and super premium animal health and wellness products for dogs and cats, which includesproducts sold under the Halo brand across multiple forms, including foods, treats, toppers, dental products, chews, and supplements.Our products consist of naturally formulated premium kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegandog food and treats, oral care products and supplements. Our products are sustainably sourced, derived from real whole meat and no renderedmeat meal and include non-GMO fruits and vegetables.

Ourproducts are manufactured by an established network of co-manufacturers in partnership with Better Choice. We have maintained each ofour key co-manufacturing relationships for more than four years, with certain relationships in place for more than ten years and withthe launch of Halo Elevate®, we expanded and engaged two new co-manufacturing partners in 2022.

OurCustomers and Channels

In2023, we generated $38.6 million of net sales. By channel in 2023, E-Commerce generated approximately $13.4 million of net sales, Direct-to-Consumer generated approximately $5.6 million of net sales, Brick & Mortar generated approximately $5.9 million of net sales and Internationalgenerated approximately and $13.7 million of net sales. The following chart provides a breakdown of ournet sales by channel for the year ended December 31, 2023:

In2023, approximately 50% of our net sales were made online, through a combination of E-commerce partner websites, such as Amazon, Chewy,Petflow, Thrive Market and Vitacost, and our DTC website, hosted on Shopify. A majority of our online sales are driven by repeat purchasesfrom existing customers. In Packaged Facts’ Surveys of Pet Owners, pet products and services are at the bottom of the list of householdspending cutbacks, second only to human medicine and healthcare. Reflecting both the higher prices and Americans’ deep commitmentsto their pets, pet parents remain tenacious when it comes to pet care, with 68% spending more in February 2023 vs. January 2022 evenas they looked for ways to economize. We anticipate our ability to reach a growing base of diverse customers online will continue toimprove as E-commerce penetration increases.

Inaddition to our domestic sales channels, the Halo brand’s international sales declined (37)% in 2023, resulting primarily in aneffort to normalize inventory levels in our key Asian markets as well as macroeconomic factors impacting consumer behavior. With increasinglevels of economic financial status in the Asian markets and demand for premium and super-premium, western manufactured products, withChina representing the largest market opportunity for growth and 80% of Better Choice’s $13.7 million of international sales in2023.

SupplyChain, Manufacturing and Logistics

Halopartners with a number of co-manufacturing partners to produce its products. Products sold today under the Halo brand are made strictlyfrom naturally raised animals on sustainable farms and are manufactured in the U.S and use healthy, natural ingredients, with all purchasestransacted in U.S. dollars. By sourcing cage-free poultry, pasture-raised beef, and wild-caught fish from certified sustainable fisheriesand not including meat meals or other animal byproducts in its formulations, our Halo brand is able to provide pets and pet parents witha nutritious and highly digestible suite of food and treats. Some products are preserved using either freeze drying or gentle air dehydrationto eliminate the need for artificial preservatives and added chemicals. Our treats and chews are oven-baked, using natural ingredientsfor maximum nutrition and protein content. Halo’s dog and cat foods meet The Association of American Feed Control Officials (“AAFCO”)guidelines and are small-batch tested for common contaminants prior to leaving the manufacturer.

Weutilize logistics service providers as a part of our supply chain, primarily for shipping and logistics support. Fulfillment of ordersis managed by a third-party warehousing and logistics partner, Fidelitone. Our warehouse was located in Lebanon, Tennessee throughout2021 and relocated to Wauconda, Illinois in 2022. Our DTC ecosystem allows us to efficiently manage and customize the online shoppingexperience for customers, including a customer dashboard where shoppers can manage and track orders and order history. Our products areshipped by trusted carriers for expeditious and reliable delivery.

RawMaterials and Principal Suppliers

Werely upon the supply of raw materials that meet our high-quality specifications and sourcing requirements. We source Global Animal Partnership(“GAP”) certified cage-free chicken, GAP certified cage-free turkey, Marine Stewardship Council (“MSC”) certifiedwild-caught salmon and whitefish and select non-GMO fruits and vegetables, such as peas, sweet potatoes and lentils. If any raw materialis adulterated and does not meet our specifications, it could significantly impact our ability to source manufactured products and couldmaterially and adversely impact our business, financial condition and results of operations.

Forthe supply and co-manufacturing of our products, we have relied on: Alphia, Inc. (“Alphia” f/k/a “C.J. Foods”)for dry kibble which transitioned to Barrett Petfood Innovations during 2022, then back to Alphia during 2023; Simmons Pet Food, Inc.(“Simmons”) and Thai Union Manufacturing Co., LTD. for canned wet food; BrightPet Nutrition Group, LLC (“BrightPet”)for vegan kibble and freeze dried treats; Carnivore Meat Company, LLC (“Carnivore”) for the supply and co-manufacturing offreeze-dried food and treats. We sourced approximately 64% of inventory purchases from two vendors for the year ended December 31, 2023and approximately 69% from three vendors for the year ended December 31, 2022.

Salesand Marketing

Ourmarketing strategies are designed to clearly communicate to consumers about the benefits of our products and to build awareness of ourbrands. We deploy a broad set of marketing tools across various forms of media to reach consumers through multiple touch points and engagewith a number of marketing agencies to develop content and product packaging. Our marketing initiatives include the use of social anddigital marketing, Search Engine Optimization, email and SMS marketing, and paid media (Facebook, Instagram & YouTube), among otherproven strategies to generate and convert sales prospects into loyal, satisfied customers. In addition to directly targeting and educatingconsumers of our products, we partner with a number of retailers such as Amazon, Chewy and Petco to develop joint sales and marketinginitiatives to increase sales and acquire new customers.

Inrecent years, consumer purchasing behaviors have shifted dramatically and E-Commerce penetration has significantly increased. In thefourth quarter of 2023, management shifted from a Brick & Mortar channel focus to a digital first strategy as a result of its annualoperating plan process and has strategically reallocated marketing investments to work more effectively and efficiently in its largere-commerce platforms to drive growth and brand awareness.

Competition

Thepet health and wellness industry is highly competitive. Competitive factors include product quality, ingredients, brand awareness andloyalty, product variety, product packaging and design, reputation, price, advertising, promotion, and nutritional claims. We believethat we compete effectively with respect to each of these factors. We compete with manufacturers of conventional pet food such as Mars,Nestlé and Big Heart Pet Brands (part of the J.M. Smucker Company), and manufacturers of specialty and natural pet food such asBlue Buffalo (part of General Mills), Wellness, Fromm, Orijen, Merrick (part of Nestlé), Stella and Chewy, Open Farm and Freshpet.In addition, we compete with many regional niche brands in individual geographic markets.

Employeesand Human Capital Resources

Asof December 31, 2023, we had 31 full time employees and one part time employee. Our human capital resource objectives include, as applicable,identifying, recruiting, retaining, incentivizing and integrating our existing and additional employees. The principal purposes of ourequity incentive plans are to attract, retain and motivate selected employees, consultants and directors through the granting of stock-basedcompensation awards. Our employees are not represented by any labor union or any collective bargaining arrangement with respect to theiremployment with us. We have never experienced any work stoppages or strikes as a result of labor disputes and we believe our overallrelationships with our employees are positive and the strength of our team is a critical success factor in becoming the most innovativepremium pet food company in the world. Our employees share an entrepreneurial spirit, a passion for excellence and the inspiration todrive the future of the pet health and wellness industry.

Ourcore values are Integrity, Respect, Working Smarter and Faster and Building Lasting Relationships in all that we do. We continually focuson employee engagement and a diverse, inclusive culture in order to ensure the continued strength and well-being of our workforce. Westrive to create a workplace where employees feel engaged, believe in our mission, understand their role in our strategy and are passionateabout the work they do. We conduct employee engagement surveys to provide us with valuable insights into employee perspectives and experiences.We also hold frequent virtual town-hall meetings and team building events to provide updates, celebrate milestones in the business, communicateinitiatives, recognize significant individual accomplishments and provide a forum for employees to communicate and engage with our entireemployee base. We value and embrace diversity by fostering a culture that encompasses the unique attributes, ideas, perspectives, andexperiences of our employees, customers, suppliers and communities. We believe a more inclusive and diverse work environment allows usto achieve better results and makes us a stronger business.

Weoperate under a “Win From Anywhere” culture, which is our approach to creating a flexible and entrepreneurial working environmentbuilt for long term success. Winning from anywhere means our employees can work from anywhere in the country. We believe this cultureprovides the ability for us to attract the best talent and we now have employees all over the U.S. that are winning from anywhere.

GovernmentRegulation

Theregulation of animal food products is complex, multi-faceted, and continually changing. The U.S. Food and Drug Administration (“FDA”),the U.S. Federal Trade Commission (“FTC”), the U.S. Department of Agriculture (“USDA”) and other regulatory authoritiesat the federal, state and local levels, as well as authorities in foreign countries, extensively regulate, among other things, the research,development, testing, composition, manufacture, import, export, labeling, storage, distribution, promotion, marketing, and post-marketreporting of animal foods. We are required to navigate a complex regulatory framework in the locations in which we wish to manufacture,test, import, export, or sell our products.

FDARegulation of Animal Foods

TheFDA regulates foods, including foods intended for animals, under the Federal Food, Drug and Cosmetic Act (“FDCA”) and itsimplementing regulations. The FDCA defines “food” as articles used for food or drink for man or other animals, which includesproducts that are intended primarily for nutritional use, taste, or aroma and the components of such products. For animal foods in particular,this definition applies based on their intended use regardless of labelling as animal food, treats, or supplements. The FDA also imposescertain requirements on animal foods relating to their composition, manufacturing, labeling, and marketing. Among other things, the facilitiesin which our products and ingredients are manufactured must register with the FDA, comply with current good manufacturing practices (“cGMPs”)and comply with a range of food safety requirements.

Althoughpet foods are not required to obtain premarket approval from the FDA, any substance that is added to or is expected to become a componentof a pet food must be used in accordance with a food additive regulation, unless it is generally recognized as safe (“GRAS”)under the conditions of its intended use or if it appears on an FDA-recognized list of acceptable animal food ingredients in the OfficialPublication of AAFCO. A food may be adulterated if it uses an ingredient that is neither GRAS nor an approved food additive, and thatfood may not be legally marketed in the U.S.

Thelabeling of pet foods is regulated by both the FDA and state regulatory authorities. FDA regulations require proper identification ofthe product, a net quantity statement, a statement of the name and place of business of the manufacturer or distributor and proper listingof all the ingredients in order of predominance by weight. The FDA also considers certain specific claims on pet food labels to be medicalclaims and therefore subject to prior review and approval by the FDA. The FDA has a list of specific factors it will consider in determiningwhether to initiate enforcement action against such products if they do not comply with the regulatory requirements applicable to drugs,including, among other things, whether the product is only made available through or under the direction of a veterinarian and does notpresent a known safety risk when used as labeled. The FDA may classify some of our products differently than we do and may impose morestringent regulations which could lead to possible enforcement action.

Underthe FDCA, the FDA may require the recall of an animal food product if there is a reasonable probability that the product is adulteratedor misbranded, and the use of or exposure to the product will cause serious adverse health consequences or death. In addition, pet foodmanufacturers may voluntarily recall or withdraw their products from the market. If the FDA believes that our products are adulterated,misbranded or otherwise marketed in violation of the FDCA, the agency make take further enforcement action, including: restrictions onthe marketing or manufacturing of a product; required modification of promotional materials or issuance of corrective marketing information;issuance of safety alerts, press releases, or other communications containing warnings or other safety information about a product; warningor untitled letters; product seizure or detention; refusal to permit the import or export of products; fines, injunctions, or consentdecrees; and/or imposition of civil or criminal penalties.

ChineseRegulations

GeneralAdministration of Quality Supervision, Inspection and Quarantine of the People’s Republic of China (“AQSIQ”) is responsiblefor the unified inspection and quarantine of imported pet food (also referred to in the regulations as “Feed”). Only registeredpet food manufacturers from AQSIQ approved countries (which includes the U.S.) can import pet food to China, and may do so only if theyhave first received an import registration certificate from the Ministry of Agriculture (“MOA”). In order to obtain an importregistration certificate, a manufacturer must submit standardized application materials (in both English and Chinese) along with productsamples to the MOA for approval, and if approved, such import registration certificate shall be valid for five years. Overseas companiesare also prohibited from engaging in the direct sale of imported pet food within the territory of China and should establish a salesorganization or appoint a sales agent within the territory of China and file a record with the MOA within six months from the date themanufacturer obtains its import registration certificate. All imported pet food must be packaged, and the packaging must comply withChina’s safety and hygiene regulation and must have Chinese labels that are in conformity with the relevant regulations.

Weare also subject to labor and employment laws, laws governing advertising, privacy laws, safety regulations and other laws, includingconsumer protection regulations that regulate retailers or govern the promotion and sale of merchandise. Our operations, and those ofour distributors and suppliers, are subject to various laws and regulations relating to environmental protection and worker health andsafety matters. We monitor changes in these laws and believe that we are in material compliance with applicable laws. See additionalinformation under the heading “Risks Related to the Regulation of our Business and Products” in this prospectus for a discussionof risks relating to federal, state, local and international regulation of our business.

OurTrademarks and Other Intellectual Property

Webelieve that our intellectual property has substantial value and has contributed significantly to the success of our business. Our trademarksare valuable assets that reinforce our brand, our sub-brands and our consumers’ perception of our products. The current registrationsof these trademarks in the U.S. and foreign countries are effective for varying periods of time and may be renewed periodically, providedthat we, as the registered owner, or our licensees where applicable, comply with all applicable renewal requirements including, wherenecessary, the continued use of the trademarks in connection with the goods or services identified in the applicable registrations. Inaddition to trademark protection, we have registered more than 100 domain names, including www.betterchoicecompany.com, www.halopets.com,www.trupet.com, www.trudog.com and www.rawgo.com, that are important to the successful implementation of our marketing and advertisingstrategy. We rely on and carefully protect unpatented proprietary expertise, recipes and formulations, continuing innovation and othertrade secrets to develop and maintain our competitive position.

CorporateInformation

Wewere incorporated in the State of Nevada in 2001 under the name Cayenne Construction, Inc., and in 2009, changed our name to Sports Endurance,Inc. Effective March 11, 2019, we changed our name to Better Choice Company Inc. after reincorporating in Delaware. We have three subsidiaries- Halo, Purely for Pets, Inc., Bona Vida, Inc. and Wamore Corporation S.A. Our principal executive offices are located at 12400 RaceTrack Road, Tampa, FL 33626. Our website is available at https://www.betterchoicecompany.com. Our website and the informationcontained on or connected to that site are not, and should not be deemed to be part of or incorporated into this prospectus.

AvailableInformation

Wefile annual, quarterly and current reports and other information with the SEC that are publicly available at www.sec.gov. OurSEC filings are also available under the Investor Relations section of our website at www.betterchoicecompany.com as soon as reasonablypracticable after they are filed with or furnished to the SEC. Information contained on or connected to our website are not incorporatedinto this prospectus.

Properties

Ourprincipal place of business is located at 12400 Race Track Road, Tampa, FL 33626, which is leased by our subsidiary, Halo, andwhich consists of approximately 5,000 square feet of office space which we lease. Our lease for this location is scheduled to expireon January 31, 2026.

Wedo not own any properties or land.

Webelieve our facilities are adequate and suitable for our current needs and that suitable additional or alternative space will be availableif the need arises in the future.

LegalProceedings

Fromtime to time, we are subject to litigation and other proceedings that arise in the ordinary course of our business. Subject to the inherentuncertainties of litigation and although no assurances are possible, we believe that there are no pending lawsuits or claims that, individuallyor in the aggregate, will have a material adverse effect on our business, financial condition or our yearly results of operations.

MANAGEMENT

Boardof Directors and Executive Officers

Thefollowing table sets forth the names and positions of our executive officers and directors serving as of such date of filing of thisprospectus. Directors will be elected at our annual meeting of stockholders and serve for one year or until their successors are electedand qualify. Officers are elected by the Board and their terms of office are, except to the extent governed by employment contract, atthe discretion of the Board.

⁽¹⁾Ms. Dickinson resigned effective April 1, 2024, and Mr. Cunningham was appointed as a member of the Board, effective April1, 2024, to fill the vacancy resulting from Ms. Dickinson’s resignation.

KentCunningham. Mr. Cunningham was appointed as Chief Executive Officer of the Company effective as of May 22, 2023. Prior to joiningthe Company, Mr. Cunningham was a Principal with Catapult Consulting where he provided management and M&A advisory consulting servicesfrom February 2022 to May 2023. Prior to consulting, Mr. Cunningham served as the Chief Executive Officer of 1440 Foods, a sports andactive nutrition company, between August 2021 and January 2022. Prior to 1440 Foods, he was a General Manager at The Bountiful Company,an American dietary supplements company, from May 2019 to August 2021. Prior to The Bountiful Company, Mr. Cunningham was Chief MarketingOfficer for Whole Earth Brands, a global food company providing plant-based sweeteners and flavor enhancers, between April 2018 and May2019. From 2013 to April 2018, Mr. Cunningham held various marketing positions at Glanbia Performance Nutrition, a global nutrition company.From 2006 to 2013, Mr. Cunningham held various Marketing positions at MARS Petcare, owner of several health and nutrition pet food brands.Mr. Cunningham is a passionate brand builder and business leader with over 25 years of CPG and Health & Wellness marketing and salesexperience across a range of corporate environments and categories including accelerating growth within multinationals, brand turnaroundsand high value exits in the private equity business for the likes of KKR & Co. Inc. Mr. Cunningham holds an MBA in Marketing fromVanderbilt University and a BA in Communications from the University of Michigan. Mr. Cunningham was appointed as a member of the Board,effective April 1, 2024.

CarolinaMartinez. Mrs. Martinez was appointed as Chief Financial Officer, effective August 2, 2023. Mrs. Martinez was previously appointedand served as the Interim Chief Financial Officer, Secretary and Treasurer of the Company effective as of April 3, 2023, and will continueto serve as the Secretary and Treasurer of the Company. Prior to joining the Company, Mrs. Martinez was a Director of CFO PartnershipSolutions at ONE10 Advisors, LLC, (“ONE10 Advisors”) a strategic finance and accounting advisory firm in Tampa, FL. Priorto joining ONE10 Advisors in January 2022, Mrs. Martinez spent nine years at PricewaterhouseCoopers, LLP where she served as a Managerin the National Quality Organization office from March through December 2021, and in various assurance roles from January 2013 throughMarch 2021 where she primarily served publicly traded companies. Mrs. Martinez is a Certified Public Accountant in the State of Floridaand holds a Master of Science in Accounting from The University of Tampa and a Bachelor of Science in Business Administration, Accountingfrom the University of Central Florida.

LionelF. Conacher. Mr. Conacher has served as a director since September 2021. He has over thirty years of financial experience, spanningsenior positions in public companies in both Canada and the US, investment banking, private equity and venture capital. Mr. Conachercurrently serves as Chairman of DXL Group (NASDAQ: DXLG), where he has successfully guided the retail chain through the COVID-19 pandemic.In 2018, Mr. Conacher co-founded a San Francisco based venture capital fund, Next Ventures, after serving as a Senior Advisor and OperatingPartner at Altamont Capital Partners, a Palo Alto based Private Equity Firm, for over seven years. Prior to his experience at AltamontPartners, he co-founded and served as the CEO of Westwind Partners Inc., a specialized Canadian institutional investment bank that wasultimately sold to Thomas Weisel Partners for $170 million in 2007 before being acquired by Steifel in 2010. Mr. Conacher holds an A.B.in Economics & Art History from Dartmouth College and is also actively involved in a variety of non-profits.

GilFronzaglia. Mr. Fronzaglia has served as a director since April 2021. He has had a successful career serving as both a board andmanagement team member for large consumer products companies, natural food and beverage startups and most notably as a founding memberand VP of Operations for Blue Buffalo. In addition to joining the board of Better Choice in 2021, Gil has served as a Board Member ofQuinn Snacks since 2016, where he was the Interim COO from December 2018 through July 2019. Mr. Fronzaglia has also served as a memberof the board of Grillo’s Pickles, the premium pet care brand I And Love And You and Spindrift Beverage Co. Mr. Fronzaglia is basedin Boulder, Colorado and holds a Bachelor of Science from Northeastern University, and a Masters of Business Administration from BarryUniversity.

JohnM. Word III. Mr. Word has served as a director since January 2020. Mr. Word founded the Word & Brown General Agency in 1984 tomarket and distribute health plans through California’s huge brokerage community by 1986, the company was recognized as the largestindependent small group health distributor in the nation. That same year, the company launched the nation’s first COBRA administrationoperation, sensing that employers needed assistance and qualified support with federal COBRA laws. CaliforniaChoice®, a groundbreakingenterprise empowering small business employees to select from multiple health plans within one program, was launched in 1996. Mr. Word’sprofessional credentials include Chartered Life Underwriter (CLU), Registered Health Underwriter (RHU), and Registered Employee BenefitsConsultant (REBC). He has served as President of the California Association of Health Underwriters (CAHU), President of the Orange CountyAssociation of Health Underwriters (OCAHU), and Chairman of the National Association of Health Underwriters (NAHU) Leading ProducersRoundtable program. Mr. Word holds a Bachelor of Science in Marketing and Finance from William Jewell College in Liberty, MO. We believeMr. Word’s qualifications to serve as a director of our Company include his background in running successful organizations, understandingof consumer needs and marketing to those needs. Mr. Word holds a Bachelor of Science in Marketing and Finance from William Jewel Collegein Liberty, MO.

MichaelYoung. Mr. Young has served as our Chairman since December 2019. Mr. Young is a founding partner of Cottingham Capital, an investmentcompany focused on real estate and technology investment, where he has served as Managing Partner since its inception in January 2017.Prior to January 2017, Mr. Young served as the Managing Director and Co-Head of Trading of GMP Securities, L.P., a Canadian investmentbank. Mr. Young currently serves on the boards of Aerues Inc., an anti-microbial copper coating technology company, and XIB I CapitalCorp., a capital pool company, and was previously on the boards of Nuuvera Corp. and ICC Labs. Mr. Young holds a diploma in Finance fromGeorge Brown College. We believe Mr. Young’s qualifications to serve as a director of our Company include his extensive seniorlevel executive management and trading experience in the Canadian and U.S. capital markets and his experience on other public companyboards of directors.

Boardof Directors

Thenumber of members of our Board of Directors will be determined from time to time by resolution of the Board of Directors. Currently,our Board of Directors consists of five persons. Our Directors hold office until the earlier of their death, resignation, retirement,disqualification or removal or until their successors have been duly elected and qualified.

Committeesof the Board

Wehave an Audit Committee, a Compensation Committee, a Nominating and Governance Committee, and a Strategic Advisory Committee. Each suchcommittee of the Board of Directors has or will have the composition and responsibilities described below. Each committee is governedby a written charter. In 2022, each director attended all of the meetings of the Board and the committees on which such director serves.Each committee charter is posted on our website at https://ir.betterchoicecompany.com/corporate-governance. From time to time, our Boardmay also establish other, special committees when necessary to address specific issues.

AuditCommittee

OurAudit Committee’s responsibilities include, among other matters: appointing, approving the compensation of, and assessing the independenceof our registered public accounting firm; overseeing the work of our registered public accounting firm, including through the receiptand consideration of reports from such firm; reviewing and discussing with management and the registered public accounting firm our annualand quarterly financial statements and related disclosures; coordinating our Board of Directors’ oversight of our internal controlover financial reporting, disclosure controls and procedures; discussing our risk management policies; meeting independently with ourinternal auditing staff, if any, registered public accounting firm and management; reviewing and approving or ratifying any related persontransactions; and preparing the audit committee report required by the SEC.

Themembers of our Audit Committee are Messrs. Conacher, Fronzaglia and Young. Mr. Fronzaglia has been appointed as chairperson of this committeebeginning in 2022. Our Board has determined that each of Messrs. Conacher, Fronzaglia and Young is independent under the applicable independencestandards of Rule 10A-3 under the Exchange Act applicable to audit committee members. In addition, our Board has determined that Messrs.Conacher, Fronzaglia and Young each qualifies as an “audit committee financial expert” as defined by Item 407(d)(5)(ii) ofRegulation S-K. Our Audit Committee met four times during 2023. Ms. Dickinson served on our Audit Committee prior to her resignation.

CompensationCommittee

OurCompensation Committee’s responsibilities include, among other matters: reviewing and approving, or recommending for approval bythe board of directors, the compensation of our Chief Executive Officer and our other executive officers; overseeing and administeringour cash and equity incentive plans; reviewing and making recommendations to our board of directors with respect to director compensation;reviewing and discussing annually with management our “Compensation Discussion and Analysis,” to the extent required; reviewingand discussing the voting recommendations of our stockholders on matters involving executive compensation, to the extent required; andpreparing the annual compensation committee report required by SEC rules, to the extent required. No compensation consultant was engagedto provide advice or recommendations on our executive or director compensation for 2022.

Themembers of our Compensation Committee are Messrs. Conacher, Fronzaglia and Young, and Mr. Young serves as chairman of this committee.Our Compensation Committee met once during 2023. Ms. Dickinson served on our Compensation Committee prior to her resignation.

Nominatingand Governance Committee

OurNominating and Corporate Governance Committee’s responsibilities include, among other matters: identifying individuals qualifiedto become board of directors members; recommending to our board of directors the persons to be nominated for election as directors andto each board committee; developing and recommending to our board of directors corporate governance guidelines, and reviewing and recommendingto our board of directors proposed changes to our corporate governance guidelines from time to time; and overseeing a periodic evaluationof our board of directors.

Themembers of our Nominating and Corporate Governance Committee are Messrs. Conacher, Fronzaglia and Young. Mr. Conacher was appointed asthe Chairperson of this committee effective April 1, 2024. Our Nominating and Corporate Governance Committee did not meet during 2023.Ms. Dickinson served as the chairperson of this Committee prior to her resignation.

StrategicAdvisory Committee

OurStrategic Advisory Committee’s responsibilities include, among other matters: assessing the progress and performance of our developmentprograms and projects, and identifying, assessing, implementing, and monitoring corporate opportunities that may offer meaningful strategicor commercial benefit to the Company. The members of our Strategic Advisory Committee are Messrs. Fronzaglia, Young and Word, and Messrs.Young and Word serve as co-chairs of this committee. Our Strategic Advisory Committee did not meet during 2023.

Codeof Ethics and Code of Conduct

OurBoard of Directors has adopted a Code of Ethics and Business Conduct that is applicable to all of our employees, executive officers,and directors of the Company (the “Code of Conduct”). The Code of Conduct is available on our website at https://ir.betterchoicecompany.com/corporate-governance/governance-documents.The Nominating and Governance Committee of our Board of Directors is responsible for overseeing the Code of Conduct and must approveany waivers of the Code of Conduct for employees, executive officers, and directors. We expect that any amendments to the Code of Conduct,or any waivers of its requirements, will be disclosed on our website.

RiskOversight

TheAudit Committee of our Board of Directors is responsible for overseeing our risk management process. Our Audit Committee focuses on ourgeneral risk management policies and strategy, the most significant risks facing us, and oversees the implementation of risk mitigationstrategies by management. Our Board of Directors is also apprised of particular risk management matters in connection with its generaloversight and approval of corporate matters and significant transactions.

CompensationCommittee Interlocks and Insider Participation

Noneof our executive officers serve as a member of our Board of Directors or the Compensation Committee of our Board of Directors (or othercommittee performing equivalent functions) of any entity that has one or more executive officers serving on our Board of Directors orCompensation Committee.

Communicationswith Directors

Interestedparties may communicate with our Board or with an individual director by writing to our Board or to the particular director and mailingthe correspondence to: 12400 Race Track Road, Tampa, Florida 33626, Attention: Corporate Secretary. The Corporate Secretary will promptlyrelay to the addressee all communications that require prompt attention and will regularly provide our Board with a summary of all substantivecommunications.

BoardQualifications

OurBoard has delegated to our Nominating and Governance Committee the responsibility for recommending to our Board the nominees for electionas directors at the annual meeting of stockholders and for recommending persons to fill any vacancy on our Board. Our Nominating andGovernance Committee selects individuals for nomination to our Board based on the following criteria. Nominees for director must:

Directorsare selected on the basis of talent and experience. Diversity of background, including diversity of gender, race, ethnic or geographicorigin and age, and education and experience in business, the consumer product market, the pet specialty sector, product marketing, productdistribution and manufacturing and other areas relevant to our activities are factors in the selection process. As a majority of ourBoard must consist of individuals who are independent, a nominee’s ability to meet the independence criteria established by theNYSE American is also a factor in the nominee selection process. For a better understanding of the qualifications of each of our directors,we encourage you to read their biographies set forth in this prospectus.

DirectorNominations

TheNominating and Governance Committee will consider candidates for director recommended by stockholders so long as the recommendationscomply with our Certificate of Incorporation and Bylaws and applicable laws, rules and regulations, including those promulgated by theSEC. The Nominating and Governance Committee will evaluate such recommendations in accordance with its charter, our Bylaws, our corporategovernance guidelines, and the regular nominee criteria described above.

Attendanceat Annual Meeting

Directorsare expected to attend our annual meetings of stockholders. Our last annual meeting of shareholders was held on November 13, 2023.

EXECUTIVEAND DIRECTOR COMPENSATION

Thefollowing is a discussion and analysis of the compensation arrangements for our named executive officers, or NEOs. We are currently considereda “smaller reporting company” for purposes of the SEC’s executive compensation disclosure rules. In accordance withsuch rules, we are providing a Summary Compensation Table and an Outstanding Equity Awards at Fiscal Year-End Table as well as narrativedisclosures regarding our executive compensation program. Our NEOs for 2023 consist of the following individuals:

ExecutiveCompensation Components

BaseSalaries

TheNEOs receive a base salary to provide a fixed component of compensation reflecting the executive’s skill set, experience, roleand responsibilities. Our Compensation Committee adjusts NEO base salaries based on the committee’s review of available marketinformation. Our board of directors established an annual base salary for each of our NEOs as follows:

⁽¹⁾Mr. Cunningham was appointed as Chief Executive Officer of the Company effective as of May 22, 2023.

⁽²⁾Mrs. Martinez was appointed as Chief FinancialOfficer of the Company effective as of August 2, 2023. Mrs. Martinez was previously appointed and served as the Interim Chief FinancialOfficer of the Company effective as of April 3, 2023.

AnnualIncentive

Thepurpose of our annual incentive bonus program is to incent all individuals in the organization to meet or exceed both our annual budgetgoals as well as individual responsibilities. Our annual incentive program requires minimum performance thresholds for any payout tooccur for specific performance measures and objectives. We believe the annual incentive effectively motivates our NEOs to drive operationalperformance without encouraging unreasonable risk. The Committee believes the achievement of year-over-year gross revenue, gross marginand Adjusted EBITDA growth goals will result in sustainable long-term stockholder value creation. Our 2023 annual incentive potentialwas based on achievement levels of these financial metrics, measured against our annual plan as approved by our Board. Overall, the NEOs’annual incentive bonus was weighted as follows: 50% Gross Revenue and Adjusted EBITDA, and 50% individual performance and achievementof goals. The CEO was eligible for a payout of 50% of base salary while the other NEOs were eligible for a payout ranging from 25-40%of base salary based on these metrics.

EquityCompensation

Thegoals of our long-term, equity-based incentive awards are to align the interests of our NEOs and other employees, non-employee directorsand consultants with the interests of our stockholders. Because vesting is based on continued employment, our equity-based incentivesalso encourage the retention of our NEOs through the vesting period of the awards.

Toreward and retain our NEOs in a manner that best aligns employees’ interests with stockholders’ interests, we use stock optionsas the primary incentive vehicles for long-term compensation. We believe that stock options are an effective tool for meeting our compensationgoal of increasing long-term stockholder value by tying the value of the stock options to our future performance. The exercise priceof each stock option grant is the fair market value of our common stock on the grant date.

Repricingof Stock Options

EffectiveOctober 1, 2020, all outstanding stock option awards under the Amended and Restated 2019 Equity Incentive Plan held by current employeesas of October 1, 2020 were repriced concurrent with the closing of the Company’s Series F Private Placement. In total, 1,012,956stock options were repriced. The exercise price was set at a 20% premium to the Series F conversion price, or $3.60 per share. No otherterms of the stock options were changed.

Theboard of directors effectuated the repricing to realign the value of the stock options with their intended purpose, which is to retainand motivate the holders of the stock options to continue to work in the best interests of the Company. Prior to the repricing, manyof the stock options had exercise prices well above the then recent market prices of our common stock. The stock options were repricedunilaterally and the consent of holders was neither necessary nor obtained.

OtherElements of Compensation

RetirementPlans. We currently maintain a 401(k) retirement savings plan that allows eligible employees to contribute a portion of their compensation,within limits prescribed by the Internal Revenue Code, on a pre-tax basis through contributions to the plan. Our NEOs are eligible toparticipate in the 401(k) plan. We believe that providing a vehicle for tax-deferred retirement savings through our 401(k) plan addsto the overall desirability of our executive compensation package and further incentivizes our NEOs in accordance with our compensationpolicies. During 2020, the Company had a separate 401(k) plans for TruPet and Halo and provided an employer matching contribution undereach plan. Beginning in 2021, the Company provided an employer matching contribution of 50% up to 5% of compensation under our 401(k)plan.

EmployeeBenefits and Perquisites. All of our full-time employees, including our NEOs, are eligible to participate in our employee benefitplans and programs, including medical, dental, and vision benefits, health spending accounts, short and long-term disability and lifeinsurance, to the same extent as our other full-time employees, subject to the terms and eligibility requirements of those plans.

Terminationand Change in Control Benefits. Our NEOs may become entitled to certain benefits or enhanced benefits in connection with certainqualifying terminations of employment and/or a change in control of our Company. Each of our NEOs’ employment agreements entitlesthem to severance in the event of their termination without cause or their resignation for good reason and upon termination by reasonof death or disability.

SummaryCompensation Table

Thetable below sets forth the compensation earned by our NEOs for the years ended December 31, 2023, 2022 and 2021.

(1)The amounts reported reflect the grant date fair value of the stock options granted, as computed in accordance with ASC 718. The fairvalue of each option grant is estimated based on the fair market value on the date of grant using the Black-Scholes option pricing model.The assumptions that we used to calculate these amounts are discussed in Note 12 to our financial statements included in this prospectus.

(2)The amounts reported reflect matching 401(k) payments and accrued PTO payout.

(3)Mr. Cunningham commenced employment with us and was appointed Chief Executive Officer effective as of May 22, 2023.

(4)Mr. Conacher was employed with us as interim Chief Financial Officer from September 14, 2022 until May 22, 2023.

(5)Mrs. Martinez was appointed as Chief Financial Officer effective as of August 2, 2023. Mrs. Martinez was previously appointed and servedas the Interim Chief Financial Officer of the Company effective as of April 3, 2023.

(6)Ms. Cook commenced employment with us in April 2020 and was appointed as our Chief Financial Officer in October 2020. Ms. Cook resignedeffective as of April 3, 2023.

(7)Mr. Young resigned effective as of September 8, 2023.

(8)Mr. Sauermann resigned effective as of March 17, 2023.

OutstandingEquity Awards at Fiscal Year-End

Thetable below sets forth the outstanding stock option awards held by the NEOs as of December 31, 2023. None of our NEOs hold stock awards.

(1)Options vest as follows: 1/3rd on the first annual anniversary of the grant date and 1/36th on each monthly anniversary thereafter.

(2)67% of the options shall vest as to 1/3rd on the first annual anniversary of the grant date and 1/36th on each monthly anniversary thereafter,and 33% of the options shall vest as to 1/3rd on the 18 month anniversary of the grant date and 1/36th on each monthly anniversary thereafter.

EmploymentAgreements and Potential Payments Upon Termination

TheCompany entered into an Employment Agreement with Kent Cunningham, dated as of May 22, 2023 (the “Cunningham Employment Agreement”)in connection with Mr. Cunningham’s appointment as Chief Executive Officer of the Company as of May 22, 2023. Pursuant to the CunninghamEmployment Agreement, Mr. Cunningham’s compensation will be an initial annual base salary of $350,000 and an annual discretionaryperformance bonus target of 50% of base salary, payable 50% in cash and 50% in shares of common stock of the Company. Pursuant to theCunningham Employment Agreement, Mr. Cunningham will be entitled to six weeks’ paid vacation and will be eligible to participatein certain employee benefit plans offered by the Company. Further, Mr. Cunningham will receive an initial grant of 1,000,000 RestrictedStock Units of Common Stock (“RSUs”), subject to Board approval. The RSUs will vest over a period of three years subjectto continued employment with the Company as follows: (a) 33.3% of the options will on the first anniversary of the date of the grantdate provided the stock price is at least one dollar ($1.00); (b) an additional 33.3% of such RSUs shall vest on the second anniversaryof the grant date provided the stock price is at least two dollars ($2.00); and (c) the remaining 33.4% of the RSUs shall vest on thethird anniversary of the grant date provided that the stock price on such date is at least two dollars and fifty cents ($2.50). In theevent Mr. Cunningham does not meet the time-based and performance-based vesting requirements, the applicable portion of the RSUs thatwere due to vest shall be forfeited. Should Mr. Cunningham’s employment be terminated, in any way or for any reason, prior to anyof the aforementioned anniversary dates, the RSUs shall vest in proportion to the time remaining to the next anniversary date.

TheCompany entered into an Employment Agreement with Carolina Martinez, dated as of August 2, 2023 (the “Martinez Employment Agreement”)in connection with Mrs. Martinez’s appointment as Chief Financial Officer of the Company as of August 2, 2023. Pursuant to theMartinez Employment Agreement, Mrs. Martinez’s compensation will be an initial annual base salary of $240,000 and an annual discretionaryperformance bonus target of 40% of base salary, payable 50% in cash and 50% in shares of common stock of the Company. Pursuant to theMartinez Employment Agreement, Mrs. Martinez will be entitled to six weeks’ paid vacation and will be eligible to participate incertain employee benefit plans offered by the Company. Further, Mrs. Martinez will receive an initial grant to purchase 4,546shares of Common Stock at an exercise price of $15.40 per share, subject to Board approval. The options will vest in equal installmentsover a period of three years.

Pursuantto the Cunningham Employment Agreement and the Martinez Employment Agreement (together, the “NEO Employment Agreements”),each of Mr. Cunningham and Mrs. Martinez is employed on an at-will basis. Pursuant to the NEO Employment Agreements, in the event theexecutive’s employment is terminated for any reason, the Company shall pay the executive any amounts due to such executive underthe Company’s benefit plans and any unreimbursed expenses properly incurred prior to the date of termination (the “AccruedObligations”). In the event the executive’s employment is terminated for by the Company without Cause (as defined in theNEO Employment Agreements) or by the executive for Good Reason or for Good Reason Upon Change in Control (as such terms are defined inthe NEO Employment Agreements), in addition to the Accrued Obligations, the executive shall also receive, subject to the execution ofa release of claims in the form delivered by the Company, severance pay in an amount equal to the executive’s base salary thenin effect for six (6) months, less applicable payroll deductions and tax withholdings, payable in accordance with normal payroll policiesof the Company over a six (6) month period, with the first such payment being paid to the executive on the Company’s first regularpay date on or after the sixtieth (60th) day following the executive’s employment termination date.

TheNEO Employment Agreements also contain standard confidentiality, intellectual property assignment, non-competition and non-solicitationcovenants.

DirectorCompensation Table

Thefollowing table sets forth compensation information for the fiscal year ended December 31, 2023 for our non-employee directors (otherthan Mr. Conacher whose compensation is also shown above under “Summary Compensation Table”):

Thetable below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of December 31, 2023 by each non-employeedirector who was serving as of December 31, 2023 (other than Mr. Conacher whose awards are also shown above under “OutstandingEquity Awards at Year End”):

SECURITYOWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

Thefollowing table sets forth information about the beneficial ownership of our capital stock by (i) each of our current directors, (ii)each of our named executive officers (iii) all our current directors and executive officers as a group, and (iv) each person or groupknown by us to own more than 5% of our common stock. The percentages reflect beneficial ownership, as determined in accordance with theSEC’s rules, as of July 19, 2024, and are based on 916,329 shares of common stock issued and outstanding. Exceptas noted below, the address for all beneficial owners in the table below is 12400 Race Track Road, Tampa, FL 33626:

(*)Represents beneficial ownership of less than 1% of class.

(1)In calculating the number of shares beneficially owned by an individual or entity and the percentage ownership of that individual orentity, shares underlying options, warrants or restricted stock units held by that individual or entity that are either currently exercisableor exercisable within 60 days from the date hereof are deemed outstanding. These shares, however, are not deemed outstanding for thepurpose of computing the percentage ownership of any other individual or entity. Unless otherwise indicated and subject to communityproperty laws where applicable, the individuals and entities named in the table above have sole voting and investment power with respectto all shares of our common stock shown as beneficially owned by them.

(2)Includes (i) 5,295 shares of common stock, (ii) 59,597 shares of common stock underlying subordinated convertible notesexercisable within 60 days of April 24, 2020, and (iii) 14,166 shares of common stock underlying warrants exercisable within 60days of April 24, 2020. Thomas O. Hicks is the managing member of HEP Partners LLC, which is the investment manager of HH-Halo LP (“HH-Halo”),and consequently has voting control and investment discretion over securities held by HH-Halo. Mack H. Hicks is the manager of HH-HaloGP LLC, which is the general partner of HH-Halo GP LP, the general partner of HH-Halo. As a result of the foregoing, each of Thomas O.Hicks and Mack H. Hicks may be deemed to have beneficial ownership (as determined under Section 13(d) of the Securities Exchange Actof 1934, as amended) of the shares of common stock beneficially owned by HH-Halo. Each of Thomas O. Hicks and Mack H. Hicks disclaimsbeneficial ownership of such shares.

CERTAINRELATIONSHIPS AND RELATED PARTY TRANSACTIONS

RelatedParty Transaction Policy

A“Related Party Transaction” is a transaction, arrangement or relationship in which we or any of our subsidiaries was, isor will be a participant, the amount of which involved exceeds $50,000 in any one fiscal year, and in which any related person had, hasor will have a direct or indirect material interest. A “Related Person” means:

OurRelated Party Transaction policy subjects these transactions to review and either approval or disapproval of entry into the Related PartyTransaction, subject to certain limited exceptions, by our Nominating and Governance Committee. In determining whether to approve ordisapprove entry into a Related Party Transaction, our Nominating and Governance Committee shall take into account, among other factors,the following: (i) whether the Related Party Transaction is on terms no less favorable than terms generally available to an unaffiliatedthird-party under the same or similar circ*mstances and (ii) the extent of the Related Person’s interest in the transaction. Further,the policy requires that all Related Party Transactions required to be disclosed in our filings with the SEC be so disclosed in accordancewith applicable laws, rules and regulations. Refer to “Note 14 - Related party transactions,” in the Notes to ConsolidatedFinancial Statements included this prospectus.

FamilyRelationships

Thereare no family relationships amongst any of our executive officers or directors.

DirectorIndependence

Eachof our directors standing for election meets the definition of “independence” per Rule 803 of the NYSE American Company Guide.

DESCRIPTIONOF CAPITAL STOCK

Weare offering 639,000 shares of our common stock and Pre-Funded Warrants to purchase 1,028,000 shares ofcommon stock. We are also registering the shares of common stock issuable from time to time upon exercise of the Pre-Funded Warrants offeredhereby.

Thefollowing description is intended as a summary of our amended and restated certificate of incorporation (which we refer to as our “charter”)and our bylaws, and to the applicable provisions of the Delaware General Corporation Law. Because the following is only a summary, itdoes not contain all of the information that may be important to you. For a complete description, you should refer to our charter andbylaws.

Ourcurrent certificate of incorporation authorizes us to issue:

Asof July 1, 2021, all shares of the Series F convertible preferred stock were converted into 131,012 shares of common stock.

Descriptionof Common Stock

VotingRights. Holders of shares of our common stock are entitled to one vote per share held of record on all matters to be voted upon bythe stockholders. At each election for directors every stockholder entitled to vote at such election shall have the right to vote, inperson or by proxy, the number of shares owned by such stockholder for as many persons as there are directors to be elected at that timeand for whose election such stockholder has a right to vote.

DividendRights. Holders of shares of our common stock are entitled to ratably receive dividends when and if declared by our board of directorsout of funds legally available for that purpose, subject to any statutory or contractual restrictions on the payment of dividends andto, if applicable, any prior rights and preferences that may be applicable to any outstanding preferred stock.

LiquidationRights. Upon our voluntary or involuntary liquidation, dissolution, distribution of assets or other winding up, holders of sharesof our common stock are entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilitiesand the liquidation preference of any of our outstanding shares of preferred stock.

OtherMatters. The shares of common stock have no preemptive or conversion rights and are not subject to further calls or assessment byus. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock arefully paid and non-assessable.

Descriptionof Preferred Stock

Ouramended and restated certificate of incorporation authorizes our board of directors, subject to any limitations prescribed by law, withoutfurther stockholder approval, to establish and to issue from time to time one or more series of preferred stock, par value $0.001 pershare, covering up to an aggregate of 4,000,000 shares of preferred stock. Each series of preferred stock will cover the number of sharesand will have the powers, preferences, rights, qualifications, limitations and restrictions determined by the board of directors, whichmay include, among others, dividend rights, liquidation preferences, voting rights, conversion rights, preemptive rights and redemptionrights.

Warrantsto be Issued in this Offering

Pre-FundedWarrants

Thefollowing summary of certain terms and provisions of the pre-funded warrants that are being offered hereby in lieu of a share of commonstock is not complete and is subject to, and qualified in its entirety by, the provisions of the pre-funded warrant, the form of whichis filed as an exhibit to the registration statement of which this prospectus forms a part.

Durationand Exercise Price. Each pre-funded warrant offered hereby will have an initial exercise price per share equal to $0.01. The pre-fundedwarrants will be immediately exercisable and may be exercised at any time until the pre-funded warrants are exercised in full. The exerciseprice and number of shares of common stock issuable upon exercise is subject to appropriate adjustment in the event of stock dividends,stock splits, reorganizations or similar events affecting our common stock and the exercise price.

Exercisability.The pre-funded warrants will be exercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercisenotice accompanied by payment in full for the number of shares of our common stock purchased upon such exercise (except in the case ofa cashless exercise as discussed below). There is No expiration date for the pre-funded warrants. A holder (together with its affiliates)may not exercise any portion of the pre-funded warrant to the extent that the holder would own more than 4.99% (or at the election ofthe holder prior to the issuance of any pre-funded warrants, 9.99%) of the outstanding shares of common stock immediately after exercise.Any holder may increase such percentage to any percentage not in excess of 9.99% upon at least 61 days’ prior notice to us. Nofractional shares of common stock will be issued in connection with the exercise of a pre-funded warrant. In lieu of fractional sharesof common stock, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price of such pre-fundedwarrant or round up to the next whole share.

CashlessExercise. In lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregateexercise price, the holder may elect instead to receive upon such exercise (either in whole or in part) the net number of shares of commonstock determined according to a formula set forth in the pre-funded warrants.

FundamentalTransaction. In the event of a fundamental transaction, as described in the pre-funded warrants and generally including any reorganization,recapitalization or reclassification of our common stock, the sale, transfer or other disposition of all or substantially all of ourproperties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding sharesof common stock, or 50% or more of the voting power of our common equity , the holders of the pre-funded warrants will be entitled toreceive upon exercise of the pre-funded warrants the kind and amount of securities, cash or other property that the holders would havereceived had they exercised the pre-funded warrants immediately prior to such fundamental transaction.

Transferability.Subject to applicable laws, a pre-funded warrant may be transferred at the option of the holder upon surrender of the pre-funded warrantto us together with the appropriate instruments of transfer.

ExchangeListing. We do not intend to list the pre-funded warrants on any securities exchange or nationally recognized trading system.

Rightsas a Stockholder. Except as otherwise provided in the pre-funded warrants or by virtue of such holder’s ownership of sharesof our common stock, the holders of the pre-funded warrants do not have the rights or privileges of holders of our common stock, includingany voting rights, until they exercise their pre-funded warrants

OutstandingWarrants

TheCompany has Warrants outstanding to purchase 185,954 shares of our common stock as of July 19, 2024, at a weighted average exerciseprice of approximately $213.56 per share.

TransferAgent and Registrar

Thetransfer agent and registrar for our common stock is Equity Stock Transfer, LLC.

Anti-TakeoverEffects of Provisions of Our Certificate of Incorporation, Our Bylaws and Delaware Law

Someprovisions of Delaware law, our certificate of incorporation and our bylaws could make the following transactions more difficult: anacquisition of us by means of a tender offer; an acquisition of us by means of a proxy contest or otherwise; or the removal of our incumbentofficers and directors. It is possible that these provisions could make it more difficult to accomplish or could deter transactions thatstockholders may otherwise consider to be in their best interest or in our best interests, including transactions that provide for paymentof a premium over the market price for our shares.

Theseprovisions, summarized below, are intended to discourage coercive takeover practices and inadequate takeover bids. These provisions arealso designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that thebenefits of the increased protection of our potential ability to negotiate with the proponent of an unfriendly or unsolicited proposalto acquire or restructure us outweigh the disadvantages of discouraging these proposals because negotiation of these proposals couldresult in an improvement of their terms.

UndesignatedPreferred Stock

Theability of our board of directors, without action by the stockholders, to issue up to 3,970,000 shares of undesignated preferred stockwith voting or other rights or preferences as designated by our board of directors could impede the success of any attempt to changecontrol of us. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or managementof our company.

StockholderMeetings

Ourbylaws provide that a special meeting of stockholders may be called only by our chairperson of the board, chief executive officer orwhen requested in writing by the holders of not less than 10 percent of all the voting power entitled to vote at the meeting.

Requirementsfor Advance Notification of Stockholder Nominations and Proposals

Ourbylaws establish advance notice procedures with respect to stockholder proposals to be brought before a stockholder meeting and the nominationof candidates for election as directors, other than nominations made by or at the direction of the board of directors or a committeeof the board of directors. Additionally, vacancies and newly created directorships may be filled only by a vote of a majority of thedirectors then in office, even though less than a quorum, and not by the stockholders.

Removalof Directors

Ourbylaws provide that our board of directors may be removed from office by our stockholders with or without cause, but only at a meetingof the shareholders called expressly for that purpose, upon the approval of the holders of at least a majority in voting power of theoutstanding shares of stock entitled to vote in the election of directors.

StockholdersNot Entitled to Cumulative Voting

Ourcertificate of incorporation does not permit stockholders to cumulate their votes in the election of directors.

DelawareAnti-Takeover Statute

Weare subject to Section 203 of the DGCL, which prohibits persons deemed to be “interested stockholders” from engaging in a“business combination” with a publicly held Delaware corporation for three years following the date these persons becomeinterested stockholders unless the business combination is, or the transaction in which the person became an interested stockholder was,approved in a prescribed manner or another prescribed exception applies. Generally, an “interested stockholder” is a personwho, together with affiliates and associates, owns, or, in certain cases, within three years prior to the determination of interestedstockholder status did own, 15% or more of a corporation’s voting stock. Generally, a “business combination” includesa merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. The existence ofthis provision may have an anti-takeover effect with respect to transactions not approved in advance by the board of directors.

Choiceof Forum

Ourbylaws provides that, unless we consent in writing to the selection of an alternative form, the Court of Chancery of the State of Delawarewill, to the fullest extent permitted by applicable law, be the sole and exclusive forum for: (i) any derivative action or proceedingbrought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer (or affiliateof any of the foregoing) of us to us or the our shareholders, (iii) any action asserting a claim arising pursuant to any provision ofthe DGCL or our certificate of incorporation or bylaws, or (iv) any other action asserting a claim arising under, in connection with,and governed by the internal affairs doctrine; provided that the exclusive forum provisions will not apply to suits brought to enforceany liability or duty created by the Securities Act or the Exchange Act, or to any claim for which the federal courts have exclusivejurisdiction. Any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to havenotice of, and consented to, the provisions of our bylaws described in the preceding sentence.

Amendmentof Bylaw Provisions

Ourcertificate of incorporation provides that our board of directors has the power to make, amend, alter or repeal our bylaws. Our bylawsprovide that they may be repealed or amended, and new bylaws maybe adopted, by our board of directors or the stockholders in accordancewith Section 109 of the DGCL.

Amendmentof Charter Provisions

Ourcertificate of incorporation reserves our right to amend, alter, change or repeal any provision contained in our certificate of incorporation,in the manner prescribed by statute, and all rights conferred upon stockholders in our certificate of incorporation are granted subjectto this reservation. Any amendments may be passed by a majority of the outstanding voting power and not by a majority of each class orseries of outstanding capital stock.

Theprovisions of Delaware law, our certificate of incorporation and our bylaws could have the effect of discouraging others from attemptinghostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that oftenresult from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in the compositionof our board and management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholdersmay otherwise deem to be in their best interests.

Conflictsof Interest

Delawarelaw permits corporations to adopt provisions renouncing any interest or expectancy in certain opportunities that are presented to thecorporation or its officers, directors or stockholders. Our bylaws provides that no contract or other transaction between us and oneor more of our directors or any other corporation, firm, association or entity in which one or more of our directors are directors orofficers or are financially interested, will be either void or voidable because of such relationship or interest or because such directoror directors are present at the meeting of the board of directors or one of its committees which authorizes, approves or ratifies suchcontract or transaction or because his or their votes are counted for such purpose, if: (a) the fact of such relationship or interestis disclosed or known to our board of directors or committee thereof which authorizes, approves or ratifies the contract or transactionby a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; (b) the factof such relationship or interest is disclosed or known to the shareholders entitled to vote and they authorize, approve or ratify suchcontract or transaction by vote or written consent; or (c) the contract or transaction is fair and reasonable to us at the timeit is authorized by our board of directors, a committee thereof or the stockholders. Common or interested directors may be counted indetermining the presence of a quorum at a meeting of our board of directors or a committee thereof which authorizes, approves or ratifiessuch contract or transaction.

Limitationof Liability and Indemnification Matters

Ourcertificate of incorporation limits the liability of our directors for monetary damages for breach of their fiduciary duty as directors,except to the extent such exemption or limitation thereof is not permitted under the DGCL and applicable law. Delaware law provides thatsuch a provision may not limit the liability of directors:

Anyamendment, repeal or modification of these provisions will be prospective only and would not affect any limitation on liability of adirector for acts or omissions that occurred prior to any such amendment, repeal or modification.

Ourcertificate of incorporation also require us to pay any expenses incurred by any director or officer in defending against any such action,suit or proceeding in advance of the final disposition of such matter to the fullest extent permitted by law, subject to the receiptof an undertaking by or on behalf of such person to repay all amounts so advanced if it shall ultimately be determined that such personis not entitled to be indemnified as authorized by our amended and restated bylaws or otherwise. We have entered or will enter into indemnificationagreements with each of our directors and executive officers. These agreements require us to indemnify these individuals to the fullestextent permitted under Delaware law against liability that may arise by reason of their service to us and to advance expenses incurredas a result of any proceeding against them as to which they could be indemnified. We believe that the limitation of liability provisionin our certificate of incorporation and the indemnification agreements facilitate our ability to continue to attract and retain qualifiedindividuals to serve as directors and officers.

UNDERWRITING

ThinkEquityLLC is acting as representative of the several underwriters in this offering (“ThinkEquity” or the “representative”).We have entered into an underwriting agreement dated July 29, 2024 with the representative. Subject to the terms and conditionsof the underwriting agreement, we have agreed to sell to the underwriter named below, and the underwriter named below has agreed to purchasefrom us, at the public offering price less the underwriting discounts set forth on the cover page of this prospectus, the number of sharesof common stock and the number of Pre-Funded Warrants listed next to its name in the following table:

Theunderwriters have committed to purchase all of the shares of common stock and Pre-Funded Warrants offered by us in this offering, otherthan those securities covered by the over-allotment option described below. The obligations of the underwriters may be terminated uponthe occurrence of certain events specified in the underwriting agreement. Furthermore, pursuant to the underwriting agreement, the underwriters’obligations are subject to customary conditions, representations and warranties, such as receipt by the underwriters of officers’certificates and legal opinions.

Theunderwriters are offering the shares and Pre-Funded Warrants subject to prior sale, when, as and if issued to and accepted by them, subjectto approval of legal matters by their counsel and other conditions. The underwriters reserve the right to withdraw, cancel or modifyoffers to the public and to reject orders in whole or in part.

Theunderwriters propose to offer the shares to the public at the public offering price set forth on the cover of the prospectus. After theshares are released for sale to the public, the underwriters may from time to time change the offering price and other selling terms.

Over-AllotmentOption

Wehave granted to the representative an option, exercisable for 45 days from the date of this prospectus, to purchase up to 100,000additional shares of our common stock and/or Pre-Funded Warrants at the initial public offering price (minus $0.01 per Pre-FundedWarrant) less the underwriting discounts and commissions. The underwriters may exercise the option solely for the purpose of coveringover-allotments, if any, in connection with this offering. Any shares of our common stock and/or Pre-Funded Warrants issued or sold underthe option will be issued and sold on the same terms and conditions as the other shares of our common stock and/or Pre-Funded Warrantsthat are the subject of this offering.

Discounts,Commissions and Expenses

Therepresentative has advised us that the underwriters propose to offer the shares of common stock and Pre-Funded Warrants directly to thepublic at the public offering price per share set forth on the cover page of this prospectus and as set forth below. After the offeringto the public, the offering price and other selling terms may be changed by the underwriters without changing the proceeds we will receivefrom the underwriters. Any shares and Pre-Funded Warrants sold by the underwriters to securities dealers will be sold at the public offeringprice less a concession not in excess of $0.12 per share or per Pre-Funded Warrant.

Thefollowing table shows the public offering price, underwriting discounts and commissions and proceeds, before expenses, to us.

Wehave paid an expense deposit of $25,000 (the “Advance”) to the representative, which will be applied against the actual out-of-pocketaccountable expenses that will be paid by us to the underwriters in connection with this offering and will be reimbursed to us to theextent not incurred.

Inaddition, we have agreed to reimburse the representative for fees and expenses, (i) for background checks for our officers and directorsin an amount not to exceed $5,000 in the aggregate (ii) the costs associated with bound volumes of the public offering materials as wellas commemorative mementos in an amount not to exceed $3,000 (iii) the fees and expenses of legal counsel to the underwriters not to exceed$100,000; (iv) the $29,500 cost related to the use of Ipreo’s book building, prospectus tracking and compliance software for theoffering; (iv) $5,000 for data services and communications; (v) up to $10,000 accountable road show expenses; and (vi) up to $15,000market making and trading, and clearing firm settlement expenses, less the Advance previously paid to the representative.

We have also agreed to pay a non-accountable expense allowance to the representative equal to 1%of the gross proceeds received in this offering, which is not included in the underwriting discounts and commission.

Weestimate that the total expenses of the offering payable by us, excluding the total underwriting discounts and commissions and non-accountableexpense allowance, will be approximately $0.45 million.

Representative’sWarrants

Uponthe closing of this offering, we have agreed to issue to the Representative or its designees warrants, or the Representative’sWarrants, to purchase a number of shares of common stock equal to 5% of the total number of shares sold in this public offering. TheRepresentative’s Warrants will be exercisable at a per share exercise price equal to $3.75 (125% of the public offeringprice per share of common stock sold in this offering). The Representative’s Warrants are exercisable at any time and fromtime to time, in whole or in part, during the four and one half year period commencing six months from the effective date of the registrationstatement related to this offering. The Representative’s Warrants also provide for one demand registration right of the sharesunderlying the Representative’s Warrants, and unlimited “piggyback” registration rights with respect to the registrationof the shares of common stock underlying the Representative’s Warrants and customary antidilution provisions. The demand registrationright provided will not be greater than five years from the date of the underwriting agreement related to this offering in compliancewith FINRA Rule 5110(f)(2)(G). The piggyback registration right provided will not be greater than seven years from the date of the underwritingagreement related to this offering in compliance with FINRA Rule 5110(f)(2)(G).

TheRepresentative’s Warrants and the shares of common stock underlying the Representative’s Warrants have been deemed compensationby the Financial Industry Regulatory Authority, or FINRA, and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1)of FINRA. The representative, or permitted assignees under such rule, may not sell, transfer, assign, pledge, or hypothecate the Representative’sWarrants or the securities underlying the Representative’s Warrants, nor will the representative engage in any hedging, short sale,derivative, put, or call transaction that would result in the effective economic disposition of the Representative’s Warrants orthe underlying shares for a period of 180 days from the effective date of the registration statement. Additionally, the Representative’sWarrants may not be sold transferred, assigned, pledged or hypothecated for a 180-day period following the effective date of the registrationstatement except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The Representative’sWarrants will provide for adjustment in the number and price of the Representative’s Warrants and the shares of common stock underlyingsuch Representative’s Warrants in the event of recapitalization, merger, stock split or other structural transaction.

Rightof First Refusal

Inaddition, for a period of six (6) months from the date of the closing of this offering, we agreed to grant to the representative, anirrevocable right of first refusal to act as sole investment banker, sole book-runner and/or sole placement agent, at the representative’ssole discretion, for each and every future public and private equity and debt offering, including all equity linked financings, duringsuch six (6) month period for us, or any successor to or any subsidiary of us, on terms customary to the representative. The representativewill have the sole right to determine whether or not any other broker-dealer shall have the right to participate in any such offeringand the economic terms of any such participation.

Indemnification

Wehave agreed to indemnify the underwriters against specified liabilities, including liabilities under the SecuritiesAct, and to contribute to payments the underwriters may be required to make in respect thereof.

DiscretionaryAccounts

Theunderwriters do not intend to confirm sales of the securities offered hereby to any accounts over which they have discretionary authority.

Lock-UpAgreements

Pursuantto “lock-up” agreements, we have agreed for a period of ninety (90) days after the date of this prospectus and our executiveofficers and directors have agreed for a period of ninety (90) days after the date of this prospectus, subject to customary exceptions,without the prior written consent of the representative, not to, directly or indirectly, offer pledge, sell, contract to sell, grant,lend or otherwise transfer or dispose of any of shares of (or enter into any transaction or device that is designed to, or could be expectedto, result in the transfer or disposition by any person at any time in the future of) our common stock, enter into any swap or otherderivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of sharesof our common stock, make any demand for or exercise any right or cause to be filed a registration statement, including any amendmentsthereto, with respect to the registration of any shares of common stock or securities convertible into or exercisable or exchangeablefor common stock or any other securities of ours or publicly disclose the intention to do any of the foregoing.

Additionally,we agreed that for a period of ninety (90) days after the closing of this offering we will not directly or indirectly in any “at-the-market,”continuous equity, equity lines, or variable rate transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwisedispose of shares of our common stock or any securities convertible into or exercisable or exchangeable for our shares of common stock,without the prior written consent of ThinkEquity.

ElectronicOffer, Sale and Distribution of Shares

Thisprospectus in electronic format may be made available on websites or through other online services maintained by the underwriter, orby its affiliates. Other than this prospectus in electronic format, the information on the underwriters’ website and any informationcontained in any other website maintained by an underwriter is not part of this prospectus or the registration statement of which thisprospectus forms a part, has not been approved and/or endorsed by us or the underwriters in their capacity as underwriters, and shouldnot be relied upon by investors.

Stabilization

Inconnection with this offering, the underwriters may engage in stabilizing transactions, over-allotment transactions, syndicate-coveringtransactions, penalty bids and purchases to cover positions created by short sales.

Stabilizingtransactions permit bids to purchase securities so long as the stabilizing bids do not exceed a specified maximum and are engaged infor the purpose of preventing or retarding a decline in the market price of the securities while the offering is in progress.

Over-allotmenttransactions involve sales by the underwriters of securities in excess of the number of securities that underwriters are obligated topurchase. This creates a syndicate short position which may be either a covered short position or a naked short position. In a coveredshort position, the number of securities over-allotted by the underwriters is not greater than the number of securities that they maypurchase in the over-allotment option. In a naked short position, the number of securities involved is greater than the number of securitiesin the over-allotment option. The underwriters may close out any short position by exercising their over-allotment option and/or purchasingsecurities in the open market.

Syndicatecovering transactions involve purchases of securities in the open market after the distribution has been completed in order to coversyndicate short positions. In determining the source of securities to close out the short position, the underwriters will consider, amongother things, the price of securities available for purchase in the open market as compared with the price at which they may purchasesecurities through exercise of the over-allotment option. If the underwriters sell more securities than could be covered by exerciseof the over-allotment option and, therefore, have a naked short position, the position can be closed out only by buying securities inthe open market. A naked short position is more likely to be created if the underwriters are concerned that after pricing there couldbe downward pressure on the price of the securities in the open market that could adversely affect investors who purchase in the offering.

Penaltybids permit the representative to reclaim a selling concession from a syndicate member when the securities originally sold by that syndicatemember are purchased in stabilizing or syndicate covering transactions to cover syndicate short positions.

Thesestabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market priceof our securities or preventing or retarding a decline in the market price of our securities. As a result, the price of our securitiesin the open market may be higher than it would otherwise be in the absence of these transactions. Neither we nor the underwriters makeany representation or prediction as to the effect that the transactions described above may have on the price of our securities. Thesetransactions may be effected on the NYSE American, in the over-the-counter market or otherwise and, if commenced, may be discontinuedat any time.

PassiveMarket Making

Inconnection with this offering, underwriters and selling group members may engage in passive market making transactions in our commonstock on the NYSE American in accordance with Rule 103 of Regulation M under the Securities Exchange Act of 1934, as amended (the “ExchangeAct”), during a period before the commencement of offers or sales of the shares and extending through the completion of the distribution.A passive market maker must display its bid at a price not in excess of the highest independent bid of that security. However, if allindependent bids are lowered below the passive market maker’s bid, then that bid must then be lowered when specified purchase limitsare exceeded.

Determinationof Offering Price

Thepublic offering price of the securities that we are offering was negotiated between us and the representative based on, among other things,the trading price of our common stock prior to the offering. Other factors considered in determining the public offering price of thesecurities include our history and prospects, the stage of development of our business, our business plans for the future and the extentto which they have been implemented, an assessment of our management, general conditions of the securities markets at the time of theoffering and such other factors as were deemed relevant.

OfferRestrictions Outside of the United States

Otherthan in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offeredby this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not beoffered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisem*nts in connection withthe offer and sale of any such securities be distributed or published in any jurisdiction, except under circ*mstances that will resultin compliance with the applicable rules and regulations of that country or jurisdiction. Persons into whose possession this prospectuscomes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus.This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus inany jurisdiction in which such an offer or a solicitation is unlawful.

Australia

Thisprospectus is not a disclosure document under Chapter 6D of the Australian Corporations Act, has not been lodged with the AustralianSecurities and Investments Commission and does not purport to include the information required of a disclosure document under Chapter6D of the Australian Corporations Act. Accordingly, (i) the offer of the securities under this prospectus is only made to persons towhom it is lawful to offer the securities without disclosure under Chapter 6D of the Australian Corporations Act under one or more exemptionsset out in section 708 of the Australian Corporations Act, (ii) this prospectus is made available in Australia only to those personsas set forth in clause (i) above, and (iii) the offeree must be sent a notice stating in substance that by accepting this offer, theofferee represents that the offeree is such a person as set forth in clause (i) above, and, unless permitted under the Australian CorporationsAct, agrees not to sell or offer for sale within Australia any of the securities sold to the offeree within 12 months after its transferto the offeree under this prospectus.

Canada

Thesecurities may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as definedin National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients,as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of thesecurities must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicablesecurities laws.

Securitieslegislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus(including any amendment thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised bythe purchaser within the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchasershould refer to any applicable provisions of the securities legislation of the purchaser’s province or territory for particularsof these rights or consult with a legal advisor.

China

Theinformation in this document does not constitute a public offer of the securities, whether by way of sale or subscription, in the People’sRepublic of China (excluding, for purposes of this paragraph, Hong Kong Special Administrative Region, Macau Special Administrative Regionand Taiwan). The securities may not be offered or sold directly or indirectly in the PRC to legal or natural persons other than directlyto “qualified domestic institutional investors.”

EuropeanEconomic Area—Belgium, Germany, Luxembourg and Netherlands

Theinformation in this document has been prepared on the basis that all offers of securities will be made pursuant to an exemption underthe Directive 2003/71/EC (“Prospectus Directive”), as implemented in Member States of the European Economic Area (each, a“Relevant Member State”), from the requirement to produce a prospectus for offers of securities. An offer to the public ofsecurities has not been made, and may not be made, in a Relevant Member State except pursuant to one of the following exemptions underthe Prospectus Directive as implemented in that Relevant Member State:

●to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporatepurpose is solely to invest in securities;

●to any legal entity that has two or more of (i) an average of at least 250 employees during its last fiscal year; (ii) a total balancesheet of more than €43,000,000 (as shown on its last annual unconsolidated or consolidated financial statements) and (iii) an annualnet turnover of more than €50,000,000 (as shown on its last annual unconsolidated or consolidated financial statements);

●to fewer than 100 natural or legal persons (other than qualified investors within the meaning of Article 2(1)(e) of the Prospectus Directive)subject to obtaining the prior consent of the Company or any underwriter for any such offer; or

●in any other circ*mstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of securities shall resultin a requirement for the publication by the Company of a prospectus pursuant to Article 3 of the Prospectus Directive.

France

Thisdocument is not being distributed in the context of a public offering of financial securities (offre au public de titres financiers)in France within the meaning of Article L.411-1 of the French Monetary and Financial Code (Code Monétaire et Financier) and Articles211-1 et seq. of the General Regulation of the French Autorité de marchés financiers (“AMF”). The securitieshave not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France.

Thisdocument and any other offering material relating to the securities have not been, and will not be, submitted to the AMF for approvalin France and, accordingly, may not be distributed or caused to distributed, directly or indirectly, to the public in France.

Suchoffers, sales and distributions have been and shall only be made in France to (i) qualified investors (investisseurs qualifiés)acting for their own account, as defined in and in accordance with Articles L.411-2-II-2° and D.411-1 to D.411-3, D.744-1, D.754-1;and D.764-1 of the French Monetary and Financial Code and any implementing regulation and/or (ii) a restricted number of non-qualifiedinvestors (cercle restreint d’investisseurs) acting for their own account, as defined in and in accordance with Articles L.411-2-II-2°and D.411-4, D.744-1, D.754-1; and D.764-1 of the French Monetary and Financial Code and any implementing regulation.

Pursuantto Article 211-3 of the General Regulation of the AMF, investors in France are informed that the securities cannot be distributed (directlyor indirectly) to the public by the investors otherwise than in accordance with Articles L.411-1, L.411-2, L.412-1 and L.621-8 to L.621-8-3of the French Monetary and Financial Code.

HongKong

Neitherthe information in this document nor any other document relating to the offer has been delivered for registration to the Registrar ofCompanies in Hong Kong, and its contents have not been reviewed or approved by any regulatory authority in Hong Kong, nor have we beenauthorized by the Securities and Futures Commission in Hong Kong. This document does not constitute an offer or invitation to the publicin Hong Kong to acquire securities. Accordingly, unless permitted by the securities laws of Hong Kong, no person may issue or have inits possession for the purpose of issue, this document or any advertisem*nt, invitation or document relating to the securities, whetherin Hong Kong or elsewhere, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kongother than in relation to securities which are intended to be disposed of only to persons outside Hong Kong or only to “professionalinvestors” (as such term is defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (“SFO”)and the subsidiary legislation made thereunder) or in circ*mstances which do not result in this document being a “prospectus”as defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance of Hong Kong (Cap. 32 of the Laws of Hong Kong) (the“CO”) or which do not constitute an offer or an invitation to the public for the purposes of the SFO or the CO. The offerof the securities is personal to the person to whom this document has been delivered by or on behalf of our company, and a subscriptionfor securities will only be accepted from such person. No person to whom a copy of this document is issued may issue, circulate or distributethis document in Hong Kong or make or give a copy of this document to any other person. You are advised to exercise caution in relationto the offer. If you are in any doubt about any of the contents of this document, you should obtain independent professional advice.No document may be distributed, published or reproduced (in whole or in part), disclosed by or to any other person in Hong Kong or toany person to whom the offer of sale of the securities would be a breach of the CO or SFO.

Ireland

Theinformation in this document does not constitute a prospectus under any Irish laws or regulations and this document has not been filedwith or approved by any Irish regulatory authority as the information has not been prepared in the context of a public offering of securitiesin Ireland within the meaning of the Irish Prospectus (Directive 2003/71/EC) Regulations 2005 (the “Prospectus Regulations”).The securities have not been offered or sold, and will not be offered, sold or delivered directly or indirectly in Ireland by way ofa public offering, except to (i) qualified investors as defined in Regulation 2(l) of the Prospectus Regulations and (ii) fewer than100 natural or legal persons who are not qualified investors.

Israel

Thesecurities offered by this prospectus have not been approved or disapproved by the Israeli Securities Authority (the ISA), nor have suchsecurities been registered for sale in Israel. The shares may not be offered or sold, directly or indirectly, to the public in Israel,absent the publication of a prospectus. The ISA has not issued permits, approvals or licenses in connection with this offering or publishingthe prospectus; nor has it authenticated the details included herein, confirmed their reliability or completeness, or rendered an opinionas to the quality of the securities being offered. Any resale in Israel, directly or indirectly, to the public of the securities offeredby this prospectus is subject to restrictions on transferability and must be effected only in compliance with the Israeli securitieslaws and regulations.

Italy

Theoffering of the securities in the Republic of Italy has not been authorized by the Italian Securities and Exchange Commission (CommissioneNazionale per le Società e la Borsa (“CONSOB”) pursuant to the Italian securities legislation and, accordingly, nooffering material relating to the securities may be distributed in Italy and such securities may not be offered or sold in Italy in apublic offer within the meaning of Article 1.1(t) of Legislative Decree No. 58 of 24 February 1998 (“Decree No. 58”), otherthan:

●to Italian qualified investors, as defined in Article 100 of Decree no.58 by reference to Article 34-ter of CONSOB Regulation no. 11971of 14 May 1999 (“Regulation no. 1197l”) as amended (“Qualified Investors”); and

●in other circ*mstances that are exempt from the rules on public offer pursuant to Article 100 of Decree No. 58 and Article 34-ter ofRegulation No. 11971 as amended.

●Any offer, sale or delivery of the securities or distribution of any offer document relating to the securities in Italy (excluding placementswhere a Qualified Investor solicits an offer from the issuer) under the paragraphs above must be:

●made by investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with LegislativeDecree No. 385 of 1 September 1993 (as amended), Decree No. 58, CONSOB Regulation No. 16190 of 29 October 2007 and any other applicablelaws; and

●in compliance with all relevant Italian securities, tax and exchange controls and any other applicable laws.

Anysubsequent distribution of the securities in Italy must be made in compliance with the public offer and prospectus requirement rulesprovided under Decree No. 58 and the Regulation No. 11971 as amended, unless an exception from those rules applies. Failure to complywith such rules may result in the sale of such securities being declared null and void and in the liability of the entity transferringthe securities for any damages suffered by the investors.

Japan

Thesecurities have not been and will not be registered under Article 4, paragraph 1 of the Financial Instruments and Exchange Law of Japan(Law No. 25 of 1948), as amended (the “FIEL”) pursuant to an exemption from the registration requirements applicable to aprivate placement of securities to Qualified Institutional Investors (as defined in and in accordance with Article 2, paragraph 3 ofthe FIEL and the regulations promulgated thereunder). Accordingly, the securities may not be offered or sold, directly or indirectly,in Japan or to, or for the benefit of, any resident of Japan other than Qualified Institutional Investors. Any Qualified InstitutionalInvestor who acquires securities may not resell them to any person in Japan that is not a Qualified Institutional Investor, and acquisitionby any such person of securities is conditional upon the execution of an agreement to that effect.

Portugal

Thisdocument is not being distributed in the context of a public offer of financial securities (oferta pública de valores mobiliários)in Portugal, within the meaning of Article 109 of the Portuguese Securities Code (Código dos Valores Mobiliários). Thesecurities have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in Portugal. This documentand any other offering material relating to the securities have not been, and will not be, submitted to the Portuguese Securities MarketCommission (Comissăo do Mercado de Valores Mobiliários) for approval in Portugal and, accordingly, may not be distributedor caused to distributed, directly or indirectly, to the public in Portugal, other than under circ*mstances that are deemed not to qualifyas a public offer under the Portuguese Securities Code. Such offers, sales and distributions of securities in Portugal are limited topersons who are “qualified investors” (as defined in the Portuguese Securities Code). Only such investors may receive thisdocument and they may not distribute it or the information contained in it to any other person.

Sweden

Thisdocument has not been, and will not be, registered with or approved by Finansinspektionen (the Swedish Financial Supervisory Authority).Accordingly, this document may not be made available, nor may the securities be offered for sale in Sweden, other than under circ*mstancesthat are deemed not to require a prospectus under the Swedish Financial Instruments Trading Act (1991:980) (Sw. lag (1991:980) om handelmed finansiella instrument). Any offering of securities in Sweden is limited to persons who are “qualified investors” (asdefined in the Financial Instruments Trading Act). Only such investors may receive this document and they may not distribute it or theinformation contained in it to any other person.

Switzerland

Thesecurities may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on anyother stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standardsfor issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectusesunder art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.Neither this document nor any other offering material relating to the securities may be publicly distributed or otherwise made publiclyavailable in Switzerland.

Neitherthis document nor any other offering material relating to the securities have been or will be filed with or approved by any Swiss regulatoryauthority. In particular, this document will not be filed with, and the offer of securities will not be supervised by, the Swiss FinancialMarket Supervisory Authority (FINMA).

Thisdocument is personal to the recipient only and not for general circulation in Switzerland.

UnitedArab Emirates

Neitherthis document nor the securities have been approved, disapproved or passed on in any way by the Central Bank of the United Arab Emiratesor any other governmental authority in the United Arab Emirates, nor has the Company received authorization or licensing from the CentralBank of the United Arab Emirates or any other governmental authority in the United Arab Emirates to market or sell the securities withinthe United Arab Emirates. This document does not constitute and may not be used for the purpose of an offer or invitation. No servicesrelating to the securities, including the receipt of applications and/or the allotment or redemption of such shares, may be renderedwithin the United Arab Emirates by the Company.

Nooffer or invitation to subscribe for securities is valid or permitted in the Dubai International Financial Centre.

UnitedKingdom

Neitherthe information in this document nor any other document relating to the offer has been delivered for approval to the Financial ServicesAuthority in the United Kingdom and no prospectus (within the meaning of section 85 of the Financial Services and Markets Act 2000, asamended (“FSMA”) has been published or is intended to be published in respect of the securities. This document is issuedon a confidential basis to “qualified investors” (within the meaning of section 86(7) of FSMA) in the United Kingdom, andthe securities may not be offered or sold in the United Kingdom by means of this document, any accompanying letter or any other document,except in circ*mstances which do not require the publication of a prospectus pursuant to section 86(1) FSMA. This document should notbe distributed, published or reproduced, in whole or in part, nor may its contents be disclosed by recipients to any other person inthe United Kingdom.

Anyinvitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) received in connection with theissue or sale of the securities has only been communicated or caused to be communicated and will only be communicated or caused to becommunicated in the United Kingdom in circ*mstances in which section 21(1) of FSMA does not apply to the Company.

Inthe United Kingdom, this document is being distributed only to, and is directed at, persons (i) who have professional experience in mattersrelating to investments falling within Article 19(5) (investment professionals) of the Financial Services and Markets Act 2000 (FinancialPromotions) Order 2005 (“FPO”), (ii) who fall within the categories of persons referred to in Article 49(2)(a) to (d) (highnet worth companies, unincorporated associations, etc.) of the FPO or (iii) to whom it may otherwise be lawfully communicated (together“relevant persons”). The investments to which this document relates are available only to, and any invitation, offer or agreementto purchase will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this documentor any of its contents.

Pursuantto section 3A.3 of National Instrument 33-105 Underwriting Conflicts, or NI 33-105, the underwriters are not required to comply withthe disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this offering.

LEGALMATTERS

Thevalidity of our common stock offered in this prospectus is being passed upon for us by Meister Seelig & Fein PLLC, New York, NewYork. Certain legal matters in connection with this offering will be passed upon for the underwriters by Sichenzia Ross Ference CarmelLLP, New York, New York.

EXPERTS

The consolidated financialstatements of Better Choice Company Inc. (the Company) as of December 31, 2023 and 2022 and for the years then ended included in thisProspectus and in the Registration Statement have been so included in reliance on the report of BDO USA, P.C., an independent registeredpublic accounting firm, given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financialstatements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

Changesin Registrant’s Certifying Accountant

OnJuly 9, 2024, the Company notified BDO USA, P.C. (“BDO”) that it was being dismissed as the Company’s independent registeredpublic accounting firm. On July 12, 2024, the Board of Directors of the Company, upon the recommendation of the Audit Committee, approvedthe dismissal of BDO as the Company’s independent registered public accounting firm, and approved and ratified the engagement ofMarcum LLP (“Marcum”) as the Company’s independent registered public accounting firm for the Company’s fiscalyear ending December 31, 2024.

Withthe exception of a “going concern” qualification, BDO’s report on the Company’s consolidated financial statementsas of and for the fiscal years ended December 31, 2022 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor werethey qualified or modified as to uncertainty, audit scope or accounting principles. Furthermore, during the Company’s two mostrecent fiscal years and through July 12, 2024, there were (i) no disagreements (as described in Item 304(a)(1)(iv) of Regulation S-Kand the related instructions) between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure,or auditing scope or procedure, which, if not resolved to BDO’s satisfaction, would have caused BDO to make reference thereto intheir reports on the financial statements for such years, and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v)of Regulation S-K, other than the material weaknesses reported by management in the Company’s annual report on Form 10-K for thefiscal year ended December 31, 2023, as filed with the U.S. Securities and Exchange Commission (the “Commission”) on April12, 2024 related to (i) failure to maintain controls over the operating effectiveness of cybersecurity and IT general controls; (ii)insufficient policies and procedures to review, analyze, account for and disclose complex transactions; (iii) failure to design and maintaincontrols over the operating effectiveness of revenue recognition controls. The material weakness related to the failure to maintain controlsover the operating effectiveness of cybersecurity and IT general controls was remediated as of March 31, 2024.

TheCompany provided BDO with a copy of the above disclosures and requested that BDO furnish a letter addressed to the Commission statingwhether or not it agrees with the above statements. A copy of BDO’s letter is incorporated herein by reference as Exhibit 16.1.

Duringthe two most recent fiscal years and any subsequent interim periods prior to the engagement of Marcum, neither the Company nor anyoneacting on its behalf, has consulted with Marcum regarding (i) the application of accounting principles to a specific transaction, eithercompleted or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements or the effectivenessof internal control over financial reporting, and neither a written report nor oral advice was provided to the Company that Marcum concludedwas an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue,(ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K, or (iii) any reportableevent within the meaning of Item 304(a)(1)(v) of Regulation S-K.

WHEREYOU CAN FIND ADDITIONAL INFORMATION

Wehave filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect tothe shares of common stock being offered by this prospectus. This prospectus, which constitutes part of that registration statement,does not contain all of the information in the registration statement and its exhibits. For further information with respect to us andthe common stock offered by this prospectus, we refer you to the registration statement and its exhibits. Where we make statements inthis prospectus as to the contents of any contract or any other document, for the complete text of that document, we refer you to thecopy of the contract or other document filed as an exhibit to the registration statement. Each of these statements is qualified in allrespects by this reference.

Wefile periodic reports, proxy statements, and other information with the SEC. These documents may be accessed through the SEC’selectronic data gathering, analysis and retrieval system, or EDGAR, via electronic means, including the SEC’s home page on theInternet (www.sec.gov).

Ourwebsite is located at https://www.betterchoicecompany.com. Through our website, we make available, free of charge, the followingdocuments as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC: our Annual Reports onForm 10-K; our proxy statements for our annual and special stockholder meetings; our Quarterly Reports on Form 10-Q; our Current Reportson Form 8-K; Forms 3, 4 and 5 and Schedules 13G; and amendments to those documents. The reference to our website address does not constituteincorporation by reference of the information contained at or available through our website, and you should not consider it to be a partof this prospectus.

BETTER CHOICE COMPANY INC.

INDEX TO THE CONSOLITDATEDFINANCIAL STATEMENTS

BetterChoice Company Inc.

UnauditedCondensed Consolidated Balance Sheets

(Dollarsin thousands, except share and per share amounts)

Seeaccompanying notes to the unaudited condensed consolidated financial statements.

BetterChoice Company Inc.

UnauditedCondensed Consolidated Statements of Operations

(Dollarsin thousands, except share and per share amounts)

Seeaccompanying notes to the unaudited condensed consolidated financial statements.

BetterChoice Company Inc.

UnauditedCondensed Consolidated Statements of Stockholders’ Equity (Deficit)

(Dollarsin thousands, except shares)

Seeaccompanying notes to the unaudited condensed consolidated financial statements.

BetterChoice Company Inc.

UnauditedCondensed Consolidated Statements of Cash Flows

(Dollarsin thousands)

Seeaccompanying notes to the unaudited condensed consolidated financial statements.

Notesto the Condensed Consolidated Financial Statements

(Unaudited)

Note1 – Nature of business and summary of significant accounting policies

Natureof the business

BetterChoice Company Inc. (the “Company”) is a pet health and wellness company focused on providing pet products and services thathelp dogs and cats live healthier, happier and longer lives. The Company has a broad portfolio of pet health and wellness products fordogs and cats sold under its Halo brand across multiple forms, including foods, treats, toppers, dental products, chews and supplements.The products consist of kibble and canned dog and cat food, freeze-dried raw dog food and treats, vegan dog food and treats, oral careproducts and supplements.

Reversestock split

OnMarch 8, 2024, the Company’s Board of Directors approved a reverse stock split of the Company’s issued and outstanding sharesof common stock at a ratio of 1-for-44, effective March 20, 2024 (the “Reverse Split”). In addition, the conversion ratesof the Company’s outstanding preferred stock and convertible notes and the exercise prices of the Company’s underlying commonstock purchase warrants and stock options were proportionately adjusted at the applicable reverse stock split ratio in accordance withthe terms of such instruments. Proportionate voting rights and other rights of common stockholders were not affected by the Reverse StockSplit, other than as a result of the rounding up of fractional shares. In connectionwith the Reverse Stock Split, 89 shares of common stock were issued in lieu of fractional shares.

Accordingly,all share and per share amounts related to the Company’s common stock for all periods presented in the accompanying consolidatedfinancial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split. The numberof authorized shares and the par values of the common stock and convertible preferred stock were not adjusted as a result of the ReverseStock Split.

Basisof presentation

TheCompany’s condensed consolidated financial statements are prepared in accordance with the rules and regulations of the U.S. Securitiesand Exchange Commission (“SEC”) for interim financial reports and accounting principles generally accepted in the U.S. (“GAAP”).Accordingly, the Condensed Consolidated Balance Sheet as of December 31, 2023 has been derived from the audited consolidated financialstatements at that date but does not include all of the information required by GAAP for complete financial statements. Results of operationsfor interim periods may not be representative of results to be expected for the full year.

Thesecondensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanyingnotes in the Company’s Annual Report for the year ended December 31, 2023, filed with the SEC.

Consolidation

Thecondensed financial statements are presented on a consolidated basis and include the accounts of the Company and its wholly owned subsidiaries.All intercompany transactions and balances have been eliminated in consolidation.

Useof estimates

Thepreparation of the condensed financial statements in conformity with GAAP requires management to make estimates and assumptions thataffect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements,and the reported amounts of revenue and expenses during the reporting periods. The Company bases its estimates on historical experienceand on various other assumptions that the Company believes to be reasonable under the circ*mstances. On an ongoing basis, the Companyevaluates these assumptions, judgments and estimates. Actual results may differ from these estimates.

Inthe opinion of management, the condensed consolidated financial statements contain all adjustments necessary for a fair statement ofthe results of operations for the three months ended March 31, 2024 and 2023, the financial position as of March 31, 2024 and December31, 2023 and the cash flows for the three months ended March 31, 2024 and 2023.

Goingconcern considerations

TheCompany is subject to risks common in the pet wellness consumer market including, but not limited to, dependence on key personnel, competitiveforces, successful marketing and sale of its products, the successful protection of its proprietary technologies, ability to grow intonew markets, and compliance with government regulations. The Company has continually incurred losses and has an accumulated deficit.The Company’s term loan agreement with Alphia imposes certain financial covenants, including minimum liquidity of $3.0million,minimum EBITDA of $(4.5) million, and maximum marketing spend ratio of30%. The Company was not in compliance with certain covenantsrelated to the Alphia Term Loan Facility as of March 31, 2024 and the debt is callable by the lender. Our continued operating lossesalong with our failure to meet the financial covenants create substantial doubt about the Company’s ability to continue as a goingconcern for a period of twelve months from the date these consolidated financial statements are issued. The Company does not currentlyexpect it will be able to generate sufficient cash flow from operations to maintain sufficient liquidity to meet the required financialcovenants in certain periods prior to maturity giving the lender the right to call the debt. The Company will need to either raise additionalcapital or obtain additional financing, and/or secure future waivers or amendments from its lenders or accomplish some combination ofthese items to maintain sufficient liquidity. There can be no assurance that the Company will be successful in raising additional capital,securing future waivers and/or amendments from its lenders, renewing or refinancing its existing debt or securing new financing. If theCompany is unsuccessful in doing so, it may need to reduce the scope of its operations, repay amounts owed to its lenders or sell certainassets.

TheCompany is continuing to implement plans to achieve operating profitability, as well as implementing other strategic objectives to addressliquidity. The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern,which contemplates the realization of assets and payments of liabilities in the ordinary course of business. Accordingly, the consolidatedfinancial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or theamount of and classification of liabilities that may result should the Company be unable to continue as a going concern.

Summaryof significant accounting policies

Foradditional information, please refer to the most recently filed Annual Report regarding the Company’s summary of significant accountingpolicies.

Cashand cash equivalents

Cashand cash equivalents include demand deposits held with banks and highly liquid investments with original maturities of ninety days orless at acquisition date. Cash and cash equivalents are stated at cost, which approximates fair value because of the short-term natureof these instruments.

Advertising

TheCompany charges advertising costs to expense as incurred and such charges are included in SG&A expense. The Company’s advertisingexpenses consist primarily of online advertising, search costs, email advertising and radio advertising. In addition, the Company reimbursesits customers and third parties for in store activities and record these costs as advertising expenses. Advertising costs were $1.1 millionand $1.4 million for the three months ended March 31, 2024 and 2023, respectively.

Reclassification

Certainprior period amounts within the condensed consolidated statements of operations related to share-based compensation, previously presentedas a separate line item, have been reclassified into selling, general and administrative expense to conform with current period presentation.All share-based compensation in the current and prior periods is a selling, general and administrative expense.

NewAccounting Standards

Recentlyadopted

Therewere no new standards that would have an impact on the condensed consolidated financial statements for the three months ended March 31,2024.

Note2 – Revenue

TheCompany records revenue net of discounts, which primarily consist of trade promotions, certain customer allowances and early pay discounts.

TheCompany excludes sales taxes collected from revenues. Retail-partner based customers are not subject to sales tax.