SecProbe.io

CORRESP
 1
 filename1.htm

 SRx
Health Solutions, Inc.

 801
US Highway 1

 North
Palm Beach, FL 33408

 May
5, 2026

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
Sarah Sidwell

 Re:
 SRx Health Solutions, Inc.

 Registration Statement on Form S-4

 Filed on April 14, 2026

 File No. 333-295049

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, SRx Health Solutions,
Inc., a Delaware corporation (the "Registrant"), hereby requests acceleration of the effective date of the above-referenced
Registration Statement such that it may become effective on Thursday, May 7, 2026 at 3:00 p.m. Eastern Time or as soon
thereafter as practicable.

 The
Registrant hereby acknowledges that:

 (i)
should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

 (iii)
the Registrant may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Meister Seelig & Schuster
PLLC, by calling Louis Lombardo at (212) 655-3518.

 Thank
you for your assistance in this matter.

 Very truly yours,

 SRx HEALTH SOLUTIONS,
 Inc.

 By:
 /s/
 Carolina Martinez

 Name:
 Carolina Martinez

 Title:
 Chief Financial Officer

 cc:
Louis Lombardo, Esq., Meister Seelig & Schuster PLLC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2026

Kent Cunningham
Chief Executive Officer
SRx Health Solutions, Inc.
801 US Highway 1
North Palm Beach, FL 33408

 Re: SRx Health Solutions, Inc.
 Registration Statement on Form S-4
 Filed on April 14, 2026
 File No. 333-295049
Dear Kent Cunningham:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Sarah Sidwell at 202-551-4733 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Louis Lombardo
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 SRx
Health Solutions, Inc.

 801
US Highway 1

 North
Palm Beach, FL 33408

 December
23, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
DC 20549

 Attention:
Brandy Acker

 Re:
 SRx
 Health Solutions, Inc.

 Registration
 Statement on Form S-1

 Filed
 on November 7, 2025

 File
 No. 333-291395

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, SRx Health Solutions,
Inc., a Delaware corporation (the "Registrant"), hereby requests acceleration of the effective date of the above-referenced
Registration Statement such that it may become effective on Monday, December 29, 2025 at 3:00 p.m. Eastern Time or as soon thereafter
as practicable.

 The
Registrant hereby acknowledges that:

 (i)
should the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

 (iii)
the Registrant may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

 Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Meister Seelig & Fein
PLLC, by calling Louis Lombardo at (212) 655-3518.

 Thank
you for your assistance in this matter.

 Very
 truly yours,

 SRx
 HEALTH SOLUTIONS, Inc.

 By:

 /s/
 Carolina Martinez

 Name:
 Carolina
 Martinez

 Title:
 Chief
 Financial Officer

 cc:
Louis Lombardo, Esq., Meister Seelig & Fein PLLC

CORRESP
 1
 filename1.htm

 SRx Health Solutions, Inc.

 801 US Highway 1

 North Palm Beach, FL
33408

 December 10, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Manufacturing

 100 F Street, N.E.

 Washington, DC 20549

 Attention: Randy Acker

 Re:
 SRx Health Solutions, Inc.

 Registration Statement on Form S-1

 Filed on November 4, 2025

 File No. 333-291262

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, SRx Health Solutions, Inc., a Delaware corporation
(the "Registrant"), hereby requests acceleration of the effective date of the above-referenced Registration Statement such
that it may become effective on Monday, December 15, 2025 at 3:00 p.m. Eastern Time or as soon thereafter as practicable.

 The Registrant hereby acknowledges
that:

 (i) should the Securities
and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, declare the Registration
Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

 (ii) the action of the Commission
or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant
from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

 (iii) the Registrant may not
assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Once the Registration Statement
has been declared effective, please orally confirm that event with our counsel, Meister Seelig & Fein PLLC, by calling Louis Lombardo
at (212) 655-3518.

 Thank you for your assistance
in this matter.

 Very truly yours,

 SRx HEALTH SOLUTIONS, Inc.

 By:
 /s/ Carolina Martinez

 Name:
 Carolina Martinez

 Title:
 Chief Financial Officer

 cc: Louis Lombardo, Esq., Meister Seelig & Fein LLP

January 7, 2025
Kent Cunningham
Chief Executive Officer
Better Choice Co Inc.
12400 Race Track Road
Tampa, FL 33626
Re:Better Choice Co Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on December 26, 2024
File No. 001-40477
Dear Kent Cunningham:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

  January
6, 2025

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

Washington,
D.C. 20549-3720

    Attention:
    Bradley
    Ecker

    Jennifer
    Angelini

    Re:
    Better
    Choice Co Inc.

    Preliminary
    Proxy Statement on Schedule 14A

    Filed
    on December 26, 2024

    File
    No. 001-40477

Dear
Mr. Ecker:

On
behalf of our client, Better Choice Company, Inc. (“the “Company”), we submit this letter in response to comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained
in its letter dated January 2, 2025 (the “Comment Letter”), relating to the above-referenced Preliminary Proxy Statement
on Schedule 14A submitted on December 26, 2024 (the “Proxy Statement”). We are concurrently submitting via EDGAR this
letter and a revised draft of the Proxy Statement (the “Revised Proxy Statement”).

In
this letter, we have recited the comments from the Staff in italicized, bold type and have followed each comment with the Company’s
response in ordinary type.

Preliminary
Proxy Statement on Schedule 14A

General

1. Your
filing was tagged in the EDGAR system as a PRE 14A rather than as a PREM 14A, yet it appears to relate to a business combination. In
this regard, we note disclosure on page 8 that shareholders of SRx Health Solutions, Inc. are expected to own 87% of the combined
company, resulting in a change of control. Please file with the tag PREM 14A or tell us why you believe you are not required to do
so.

We
have filed the Revised Proxy Statement with the PREM 14A designation.

2.
Please file the annexes listed on page 36 with your revised proxy statement.

We
have filed the annexes listed on page 36 with the Revised Proxy Statement

Securities
and Exchange Commission

January
6, 2025

Page
2

If
you have questions with respect to the Revised
Proxy Statement or the responses set forth above, please direct the questions to me at (212) 655-3518 or ll@msf-law.com.

    Sincerely,

    /s/ Louis
    Lombardo

    Louis
    Lombardo

January 2, 2025
Kent Cunningham
Chief Executive Officer
Better Choice Co Inc.
12400 Race Track Road
Tampa, FL 33626
Re:Better Choice Co Inc.
Preliminary Proxy Statement on Schedule 14A
Filed on December 26, 2024
File No. 001-40477
Dear Kent Cunningham:
            We have reviewed your filing and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.Your filing was tagged in the EDGAR system as a PRE 14A rather than as a PREM
14A, yet it appears to relate to a business combination. In this regard, we note
disclosure on page 8 that shareholders of SRx Health Solutions, Inc. are expected to
own 87% of the combined company, resulting in a change of control. Please file with
the tag PREM 14A or tell us why you believe you are not required to do so.
2.Please file the annexes listed on page 36 with your revised proxy statement.

January 2, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Please contact Bradley Ecker at 202-551-4985 or Jennifer Angelini at 202-551-3047
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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Better
Choice Company Inc.

12400
Race Track Road

Tampa,
FL 33626

July
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Erin Donahue

    Re:
    Better Choice Company Inc.

    Registration Statement on Form S-1

    Filed on July 8, 2024

    File No. 333-280714

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on July 24, 2024, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for July 25, 2024, at 5:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities
Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time and we hereby
formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    Better Choice
    Company Inc.

    By:
    /s/
    Carolina Martinez

    Name:
    Carolina Martinez

    Title:
    Chief Financial Officer

cc:
Louis Lombardo, Esq., Meister Seelig & Fein LLP

CORRESP
1
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ThinkEquity
LLC

17
State Street, 41st Floor New York, NY 10004

July
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Better
    Choice Company Inc.

    Registration
    Statement on Form S-1 (File No. 333-280714)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:30 p.m. Eastern Time on July 29, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    ThinkEquity
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:
    Head
    of Investment Banking

CORRESP
1
filename1.htm

Better
Choice Company Inc.

12400
Race Track Road

Tampa,
FL 33626

July
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Erin Donahue

    Re:
    Better
    Choice Company Inc.

    Registration
    Statement on Form S-1

    Filed
    on July 8, 2024

    File
    No. 333-280714

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Better Choice Company
Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of the effective date of the above-referenced
Registration Statement such that it may become effective on Monday, July 29, 2024 at 5:30 p.m. Eastern Time or as soon thereafter as
practicable.

The
Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii)
the Registrant may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Meister Seelig & Fein
LLP, by calling Louis Lombardo at (212) 655-3518.

Thank
you for your assistance in this matter.

    Very
    truly yours,

    Better
    Choice Company Inc.

    By:

    /s/
    Carolina Martinez

    Name:
    Carolina
    Martinez

    Title:
    Chief
    Financial Officer

cc:
Louis Lombardo, Esq., Meister Seelig & Fein LLP

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor New York, NY 10004

July
25, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    RE:
    Better
    Choice Company Inc.

    Registration Statement on Form S-1 (File No. 333-280714)

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on July 24, 2024, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Thursday, July 25, 2024, at 5:30 p.m. Eastern Time or as soon as reasonably practicable
thereafter, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration
Statement be declared effective at this time, and we hereby formally withdraw our request for acceleration of the effective date.

    Very truly yours,

    THINKEQUITY LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric Lord

    Title:
    Head of Investment Banking

CORRESP
1
filename1.htm

ThinkEquity
LLC

17
State Street, 41st Floor New York, NY 10004

July
24, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

  Re:
  Better Choice Company Inc.

  Registration Statement on Form S-1 (File No. 333-280714)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, ThinkEquity LLC, as representative of the underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 5:30 p.m. Eastern Time on July 25, 2024, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    ThinkEquity
    LLC

    By:
    /s/
    Eric Lord

    Name:
    Eric
    Lord

    Title:
    Head
    of Investment Banking

CORRESP
1
filename1.htm

Better
Choice Company Inc.

12400
Race Track Road

Tampa,
FL 33626

July
24, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
DC 20549

Attention:
Erin Donahue

    Re:
    Better
    Choice Company Inc.

    Registration
    Statement on Form S-1

    Filed
    on July 8, 2024

    File
    No. 333-280714

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Better Choice Company
Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of the effective date of the above-referenced
Registration Statement such that it may become effective on Thursday, July 25, 2024 at 5:30 p.m. Eastern Time or as soon thereafter
as practicable.

The
Registrant hereby acknowledges that:

(i)
should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

(ii)
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement;
and

(iii)
the Registrant may not assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration
Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the
United States.

Once
the Registration Statement has been declared effective, please orally confirm that event with our counsel, Meister Seelig & Fein
LLP, by calling Louis Lombardo at (212) 655-3518.

Thank
you for your assistance in this matter.

    Very truly yours,

    Better Choice Company Inc.

    By:

    /s/
    Carolina Martinez

    Name:
    Carolina
    Martinez

    Title:
    Chief
    Financial Officer

cc:
Louis Lombardo, Esq., Meister Seelig & Fein LLP

July 10, 2024
Kent Cunningham
Chief Executive Officer
Better Choice Co Inc.
12400 Race Track Road
Tampa, FL 33626
Re:Better Choice Co Inc.
Registration Statement on Form S-1
Filed July 8, 2024
File No. 333-280714
Dear Kent Cunningham:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Erin Donahue at 202-551-6063 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    Better Choice Company Inc.

      12400 Race Track Road

      Tampa, FL 33626

    June 24, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, DC 20549

    Attention: Jennifer Angelini

            Re:
            Better Choice Company Inc.

            Registration Statement on Form S-1

            Filed on May 24, 2021

            File No. 333-256405

    Ladies and Gentlemen:

    Reference is made to our letter filed as correspondence via EDGAR dated June 22, 2021 in which we requested the acceleration of the
      effective date of the above-referenced Registration Statement for Thursday, June 24, 2021 at 4:30 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended. We are no longer requesting that such Registration
      Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective date.

    Thank you for your assistance in this matter.

              Very truly yours,

            BETTER CHOICE COMPANY INC.

            By:
            /s/ Sharla A. Cook

            Name:
            Sharla A. Cook

            Title:
            Chief Financial Officer

          cc:
          Louis Lombardo, Esq., Meister Seelig & Fein LLP

CORRESP
1
filename1.htm

    June 24, 2021

    VIA EDGAR

    Ms. Jennifer Angelini

    Securities and Exchange Commission

      Division of Corporation Finance

    100 F Street NE

    Washington, DC 20549

          Re:

            Better Choice Company Inc.

              Registration Statement on Form S-1 (File No. 333-256405) Filed on May 24, 2021

    Dear Ms. Angelini:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we hereby join in the request of
      Better Choice Company Inc. (the “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-256405) (as amended, the “Registration Statement”), relating to the public offering of
      shares of the common stock of the Registrant, so that the Registration Statement may be declared effective on June 28, 2021 at 4:30 P.M. Eastern Time, or as soon thereafter as practicable. The undersigned, as the representative of the underwriters,
      confirms that we are aware of our obligations under the Securities Act.

      Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is
        reasonably anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

      The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by
        participating dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

            Very truly yours,

            D.A. Davidson & Co.

            By:

            /s/ Joe Schimmelpfennig

            Name:

            Joe Schimmelpfennig

            Title:

            Managing Director

              cc:

              Louis Lombardo (Meister Seelig & Fein LLP)

              Nolan Taylor (Dorsey & Whitney LLP)

CORRESP
1
filename1.htm

    Better Choice Company Inc.

      12400 Race Track Road

      Tampa, FL 33626

    June 24, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, DC 20549

    Attention: Jennifer Angelini

          Re:

            Better Choice Company Inc.

              Registration Statement on Form S-1

              Filed on May 24, 2021

              File No. 333-256405

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Better Choice
      Company Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of the effective date of the above-referenced Registration Statement such that it may become effective on Monday, June 28, 2021 at 4:30 p.m. Eastern Time or as soon
      thereafter as practicable.

    The Registrant hereby acknowledges that:

    (i)

    should the Securities and Exchange Commission (the “Commission”) or the staff,
          acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)

    the action of the Commission or the staff, acting pursuant to delegated
          authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and

    (iii)

    the Registrant may not assert the action of the Commission or the staff, acting
          pursuant to delegated authority, in declaring the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Meister Seelig & Fein
      LLP, by calling Louis Lombardo at (212) 655-3518.

    Thank you for your assistance in this matter.

            Very truly yours,

            BETTER CHOICE COMPANY INC.

            By:

            /s/ Sharla A. Cook

            Name:

            Sharla A. Cook

            Title:

            Chief Financial Officer

    cc:    Louis Lombardo, Esq., Meister Seelig & Fein LLP

CORRESP
1
filename1.htm

    June 22, 2021

    VIA EDGAR

    Ms. Jennifer Angelini

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street NE

    Washington, DC 20549

            Re:

            Better Choice Company Inc.

            Registration Statement on Form S-1 (File No. 333-256405)

    Dear Ms. Angelini:

    Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we hereby join in the request of Better Choice Company Inc. (the
      “Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333-256405) (as amended, the “Registration Statement”), relating to the public offering of shares of the common stock of the
      Registrant, so that the Registration Statement may be declared effective on June 24, 2021 at 4:30 P.M. Eastern Time, or as soon thereafter as practicable. The undersigned, as the representative of the underwriters, confirms that we are aware of our
      obligations under the Securities Act.

      Pursuant to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably anticipated to be invited
        to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

      The undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers that they have
        complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

            Very truly yours,

            D.A. Davidson & Co.

            By:

            /s/ Joe Schimmelpfennig

            Name:

            Joe Schimmelpfennig

            Title:

            Managing Director

            cc:

            Louis Lombardo (Meister Seelig & Fein LLP)

            Nolan Taylor (Dorsey & Whitney LLP)

CORRESP
1
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    Better Choice Company Inc.

      12400 Race Track Road

      Tampa, FL 33626

    June 22, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, DC 20549

    Attention: Jennifer Angelini

            Re:

            Better Choice Company Inc.

            Registration Statement on Form S-1

            File No. 333-256405

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Better Choice
      Company Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of the effective date of its Registration Statement on Form S-1, as amended to date (File No. 333-256405), such that it may become effective on Thursday, June 24,
      2021 at 4:30 p.m. Eastern Time.

    The Registrant hereby acknowledges that:

    (i)          should the Securities and
        Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;

    (ii)          the action of the
        Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the Registration
        Statement; and

    (iii)          the Registrant may not
        assert the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective as a defense in any proceeding initiated by the Commission or any person under the federal securities laws
        of the United States.

    Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Meister Seelig & Fein
      LLP, by calling Louis Lombardo at (212) 655-3518.

    Thank you for your assistance in this matter.

    [Signature Page Follows]

            Very truly yours,

            BETTER CHOICE COMPANY INC.

            By:

            /s/ Sharla A. Cook

            Name:

            Sharla A. Cook

            Title:

            Chief Financial Officer

    cc:    Louis Lombardo, Esq., Meister Seelig & Fein LLP

United States securities and exchange commission logo
May 28, 2021
Scott Lerner
Chief Executive Officer
Better Choice Company Inc.
12400 Race Track Road
Tampa, FL 33626
Re:Better Choice Company Inc.
Registration Statement on Form S-1
Filed May 24, 2021
File No. 333-256405
Dear Mr. Lerner:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jennifer Angelini at 202-551-3047 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Louis Lombardo

CORRESP
1
filename1.htm

    Better Choice Company Inc.

      12400 Race Track Road

      Tampa, FL 33626

    February 16, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, DC 20549

    Attention: Edward M. Kelly

          Re:

            Better Choice Company Inc.

              Registration Statement on Form S-1/A

              File No. 333-251241

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Better Choice
      Company Inc., a Delaware corporation (the “Registrant”), hereby requests acceleration of the effective date of the Registration Statement referred to above, so that it may become effective today (February 16, 2021) at 4:30 p.m. Eastern Standard Time.
      Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Meister Seelig & Fein LLP, by calling Louis Lombardo at (212) 655-3518.

    Thank you for your assistance in this matter.

    [Signature Page Follows]

            Very truly yours,

            BETTER CHOICE COMPANY INC.

            By:

            /s/ Sharla A. Cook

            Name:

            Sharla A. Cook

            Title:

            Chief Financial Officer

          cc:

             Louis Lombardo, Esq., Meister Seelig & Fein LLP

United States securities and exchange commission logo
December 14, 2020
Werner von Pein
Chief Executive Officer
Better Choice Company Inc.
164 Douglas Road E
Oldsmar, FL 34677
Re:Better Choice Company Inc.
Registration Statement on Form S-1
Filed December 9, 2020
File No. 333-251241
Dear Mr. von Pein:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Louis Lombardo, Esq.

CORRESP
1
filename1.htm

    Better Choice Company Inc.

    166 Douglas Road E

    Oldsmar, FL 34677

    July 7, 2020

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, DC 20549

    Attention: Sherry Haywood and Russel Mancuso

            Re:

            Better Choice Company Inc.

            Registration Statement on Form S-1

            File No. 333-234349

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, the undersigned, Better Choice Company Inc., a
      Delaware corporation (the “Registrant”), hereby requests acceleration of the effective date of the Registration Statement referred to above, so that it may become effective at 4:30 p.m. Eastern Standard Time on July 10, 2020, or as soon as
      practicable thereafter. Once the Registration Statement has been declared effective, please orally confirm that event with our counsel, Latham & Watkins LLP, by calling Erika L. Weinberg at (212) 906-1297.

    Thank you for your assistance in this matter.

    [Signature Page Follows]

            Very truly yours,

            BETTER CHOICE COMPANY INC.

            By:

            /s/ Werner von Pein

            Name:

            Werner von Pein

            Title:

            Chief Executive Officer

    cc:    Erika L. Weinberg, Esq., Latham & Watkins LLP

    [Signature Page to Acceleration Request Letter]

CORRESP
1
filename1.htm

              53rd at Third

              885 Third Avenue

              New York, New York  10022-4834

              Tel: +1.212.906.1200  Fax: +1.212.751.4864

              www.lw.com

            FIRM / AFFILIATE OFFICES

              Beijing

              Boston

              Brussels

              Century City

              Chicago

              Dubai

              Düsseldorf

              Frankfurt

              Hamburg

              Hong Kong

              Houston

              London

              Los Angeles

              Madrid

              Milan

              Moscow

              Munich

              New York

              Orange County

              Paris

              Riyadh

              San Diego

              San Francisco

              Seoul

              Shanghai

              Silicon Valley

              Singapore

              Tokyo

              Washington, D.C.

    June 26, 2020

    VIA EDGAR AND OVERNIGHT DELIVERY

    Division of Corporation Finance

    Office of Manufacturing

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549-6010

            Attn:

            Sherry Haywood, Staff Attorney

            Russell Mancuso, Legal Branch Chief

              Re:

              Better Choice Company Inc.

              Amendment No. 2 to Registration Statement on Form S-1

              Filed May 13, 2020

              File No. 333-234349

    Ladies and Gentlemen:

    On behalf of our client, Better Choice Company Inc. (the “Company”), set forth below are the Company’s responses to
      the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
      in its letter dated May 27, 2020, relating to the Company’s registration statement on Form S-1 filed on May 13, 2020 (the “Registration Statement”).

    The Company has filed today Amendment No. 2 to the Registration Statement (the “Amendment”), together with this
      letter, via EDGAR submission. For the Staff’s reference, we are providing to the Staff by overnight delivery copies of this letter as well as both a clean copy of the Amendment and a copy marked to show all changes from the version filed on May 13,
      2020.

    For ease of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately
      after each numbered comment. Capitalized terms used but not otherwise defined herein have the meanings assigned to such terms in the Registration Statement.

    June 26, 2020

    Page 2

    Amendment No. 1 to Form S-1 Filed May 13, 2020

    Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum, page 31

          1.

            We note your response to comment two in our letter dated November 19, 2019. It does not appear that Exhibit 3.4 is the exhibit covering your by-laws
              and Exhibit 3.5, which covers your 2016 bylaws, does not appear to contain an exclusive forum provision. Please advise. Also, with respect to the provision from your bylaws cited in your letter of correspondence, please disclose whether this
              provision applies to actions arising under the Securities Act or Exchange Act. We may have additional comment based on your response.

    Response: The Company respectfully advises the Staff that, due to an
        administrative error, the document included as Exhibit 3.5 to the Registration Statement did not reflect the Company’s current Bylaws. Accordingly, the Company has filed this Amendment to include the Company’s current Bylaws. The exclusive forum
        provision is Article VIII. Governing Law; Jurisdiction of the Company's current Bylaws. The Company does not intend for the exclusive forum provision to apply to suits brought to enforce any duty or liability created by the Securities Exchange Act
        of 1934, as amended, or the rules and regulations thereunder, or any other claim for which the federal courts have exclusive jurisdiction. The Company does not intend for the exclusive forum provision to apply to actions arising under the
        Securities Act and we also note that federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Subsequent to filing this Amendment, the
        Company intends to amend the current Bylaws to state clearly that Article VIII does not apply to any actions arising under the Exchange Act and that the entirety of Article VIII only applies to the fullest extent permitted by law.

    General

          2.

            We note your reliance on the exemptive order dated March 4, 2020. In order to meet the financial statement requirements of Form S-1, you will need
              to file your financial statements for the quarter ended March 31, 2020 before we will accelerate the effective date of your registration statement.

    Response: The Company respectfully acknowledges the
        Staff’s comment. The interim condensed consolidated financial statements of the Company for the quarter ended March 31, 2020 have been filed with the Amendment.

      *     *     *     *

        June 26, 2020

        Page 3

    Should you have any comments or questions regarding the foregoing, please contact the undersigned at (212) 906-1297. Thank you in advance for your cooperation in connection
      with this matter.

            Very truly yours,

            /s/ Erika L. Weinberg

            Erika L. Weinberg

            of LATHAM & WATKINS LLP

    Enclosures

              cc:

              Werner von Pein, Chief Executive Officer of Better Choice Company Inc.

United States securities and exchange commission logo
May 27, 2020
Damian Dalla-Longa
Director
Better Choice Company Inc.
164 Douglas Road E
Oldsmar, FL 34677
Re:Better Choice Company Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 13, 2020
File No. 333-234349
Dear Mr. Dalla-Longa :
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Amendment No. 1 to Form S-1 Filed May 13, 2020
Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive
forum, page 31
1.We note your response to comment two in our letter dated November 19, 2019.  It does
not appear that Exhibit 3.4 is the exhibit covering your by-laws and Exhibit 3.5, which
covers your 2016 bylaws, does not appear to contain an exclusive forum provision.  Please
advise.  Also, with respect to the provision from your bylaws cited in your letter of
correspondence, please disclose whether this provision applies to actions arising under the

 FirstName LastNameDamian  Dalla-Longa
 Comapany NameBetter Choice Company Inc.
 May 27, 2020 Page 2
 FirstName LastName
Damian  Dalla-Longa
Better Choice Company Inc.
May 27, 2020
Page 2
Securities Act or Exchange Act.  We may have additional comment based on your
response.
General
2.We note your reliance on the exemptive order dated March 4, 2020.  In order to meet the
financial statement requirements of Form S-1, you will need to file your financial
statements for the quarter ended March 31, 2020 before we will accelerate the effective
date of your registration statement.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Jay Ingram, Legal
Branch Chief at (202) 551-3397 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Erika L. Weinberg

CORRESP
1
filename1.htm

              53rd at Third
                885 Third Avenue

                New York, New York  10022-4834

                Tel: +1.212.906.1200  Fax: +1.212.751.4864

                www.lw.com

                FIRM / AFFILIATE OFFICES

                Beijing              Moscow

                Boston               Munich

                Brussels             New York

                Century City       Orange County

                Chicago             Paris

                Dubai                Riyadh

                Düsseldorf          San Diego

                Frankfurt            San Francisco

                Hamburg            Seoul

                Hong Kong         Shanghai

                Houston             Silicon Valley

                London              Singapore

                Los Angeles        Tokyo

                Madrid               Washington, D.C.

                Milan

                May 13, 2020

                VIA EDGAR AND OVERNIGHT DELIVERY

                Division of Corporation Finance

                Office of Manufacturing

                U.S. Securities and Exchange Commission

                100 F Street, N.E.

                Washington, DC 20549-6010

                Attn:       Sherry Haywood, Staff Attorney

                Russell Mancuso, Legal Branch Chief

                Re:         Better Choice Company Inc.

                Registration Statement on Form S-1

                Filed October 28, 2019

                File No. 333-234349

  Ladies and Gentlemen:

    On behalf of our client, Better Choice Company Inc. (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) in its letter dated
      November 19, 2019, relating to the Company’s registration statement on Form S-1 filed on October 28, 2019 (the “Registration Statement”).

    The Company has filed today Amendment No. 1 to the Registration Statement (the “Amendment”), together with this letter, via EDGAR submission. For the Staff’s
      reference, we are providing to the Staff by overnight delivery copies of this letter as well as both a clean copy of the Amendment and a copy marked to show all changes from the version filed on October 28, 2019.

    For ease of reference, the text of the comments in the Staff’s letter has been reproduced in bold and italics herein. The Company has also provided its response immediately after each numbered comment. Capitalized terms
      used but not otherwise defined herein have the meanings assigned to such terms in the Registration Statement.

      May 13, 2020

      Page 2

    Form S-1 filed October 28, 2019

    Halo Acquisition, page 2

          1.

            We note from your disclosure that you plan to acquire 100% of the issued and outstanding capital stock of Halo for aggregate consideration of $40 million. Please revise to include audited
              financial statements of Halo as well as pro forma financial statements reflecting the planned transaction as required by Rules 8.04 and 8.05 of Regulation S-X.

    Response: The Company acknowledges the Staff’s comment and advised the Staff that, as previously disclosed, the acquisition of Halo was completed on December 19, 2019. We have
      included the Unaudited Pro Forma Combined Financial Information reflecting the transaction and the audited financial statements of Halo in the Amendment, beginning on page 40 and page F-77 respectively.

    Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive forum, page 30

          2.

            You disclose here that your bylaws contain an exclusive forum provision and on page 69 in the “Choice of Forum” section that your amended and restated certificate of incorporation contains an
              exclusive forum provision. Please tell us the sections of such provisions in your bylaws and amended and restated certificate of incorporation.

    Response: The Company acknowledges the Staff’s comment and refers the Staff to Article VIII. Governing Law; Jurisdiction of the Company’s Bylaws as adopted on
      January 29, 2019, and filed as Exhibit 3.4 to the Registration Statement. The relevant text from our Bylaws is also copied below for the Staff’s reference. The disclosure included on page 69 in the “Choice of Forum” section regarding our amended and
      restated certificate of incorporation was included in error and has been removed from the Amendment.

    “These bylaws and the internal affairs of the Company shall be governed by and interpreted under the laws of the State of Delaware, excluding its conflict of laws
        principles. Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the
        Company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer (or affiliate of any of the foregoing) of the Company to the Company or the Company’s shareholders, (iii) any action asserting a claim arising
        pursuant to any provision of the DGCL or the Company’s 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. Any person or entity
        purchasing or otherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and consented to the provisions of this bylaw.”

        May 13, 2020

        Page 3

                *
                *
                *
                *

     Should you have any comments or questions regarding the foregoing, please contact the undersigned at (212) 906-1297. Thank you in advance for your cooperation in connection with this matter.

            Very truly yours,

            /s/ Erika L. Weinberg

            Erika L. Weinberg

            of LATHAM & WATKINS LLP

    Enclosures

    cc:

November 19, 2019
Damian Dalla-Longa
Chief Executive Officer
Better Choice Company Inc.
166 Douglas Road E
Oldsmar, FL 34677
Re:Better Choice Company Inc.
Registration Statement on Form S-1
Filed October 28, 2019
File No. 333-234349
Dear Mr. Dalla-Longa :
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1 filed October 28, 2019
Halo Acquisition, page 2
1.We note from your disclosure that you plan to acquire 100% of the issued and outstanding
capital stock of Halo for aggregate consideration of $40 million.  Please revise to include
audited financial statements of Halo as well as pro forma financial statements reflecting
the planned transaction as required by Rules 8.04 and  8.05 of Regulation S-X.
Our bylaws designate the Court of Chancery of the State of Delaware as the sole and exclusive
forum, page 30
2.You disclose here that your bylaws contain an exclusive forum provision and on page 69
in the "Choice of Forum" section that your amended and restated certificate of

 FirstName LastNameDamian  Dalla-Longa
 Comapany NameBetter Choice Company Inc.
 November 19, 2019 Page 2
 FirstName LastName
Damian  Dalla-Longa
Better Choice Company Inc.
November 19, 2019
Page 2
incorporation contains an exclusive forum provision. Please tell us the sections of such
provisions in your bylaws and amended and restated certificate of incorporation.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Sherry Haywood, Staff Attorney at (202) 551-3345 or Russell Mancuso,
Legal Branch Chief at (202) 551-3617 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Erika L. Weinberg

October 28, 2019
Damian Dalla-Longa
Chief Executive Officer
Better Choice Company Inc.
4025 Tampa Road, Suite 1117
Oldsmar, FL 34677
Re:Better Choice Company Inc.
Form 10-K for the Fiscal Year ended August 31, 2018
Filed December 21, 2018
File No. 333-161943
Dear Mr. Dalla-Longa:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

              53rd at Third

              885 Third Avenue

              New York, New York  10022-4834

              Tel: +1.212.906.1200  Fax: +1.212.751.4864

              www.lw.com

              FIRM / AFFILIATE OFFICES

              Beijing

              Moscow

              Boston

              Munich

              Brussels

              New York

              Century City

              Orange County

              Chicago

              Paris

              September 20, 2019

              Dubai

              Riyadh

              Düsseldorf

              San Diego

              Frankfurt

              San Francisco

              Hamburg

              Seoul

              Hong Kong

              Shanghai

              Houston

              Silicon Valley

              London

              Singapore

              VIA EDGAR TRANSMISSION

              Los Angeles

              Tokyo

              Madrid

              Washington, D.C.

              U.S. Securities and Exchange Commission

              Milan

    Division of Corporation Finance

    100 F Street, N.E.

    Mail Stop 4720

    Washington, D.C. 20549

    Attention: Joseph Klinko and Lily Dang

              Re:

                Better Choice Company Inc.

                  Form 10-K for the Fiscal Year ended August 31, 2018

                  Filed December 21, 2018

                  Form 8-K filed May 10, 2019

                  Form 8-K filed May 23, 2019

                  Form 8-K filed July 12, 2019

                  Form 8-K/A filed July 23, 2019

                  Response dated July 12, 2019

                  File No. 333-161943

    Dear Mr. Klinko and Ms. Dang:

    On behalf of Better Choice Company Inc., a Delaware corporation (the “Company” or “BCC”),

      we are transmitting this letter in response to in response to verbal comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received in a telephone conversation with Karl Hiller and Joseph Klinko of the Staff on September 17, 2019, relating to the letter from the Staff dated August 7, 2019 and the Company’s letter in response
      submitted on August 21, 2019.

    In this letter, we have included the verbal comment from the Staff, based on our understanding of that comment, in italicized, bold
      type and have followed the comment with our response.

    Please provide supplemental information relating to the issuance, conversion terms and other rights of the Series E preferred shares. Please provide the number of shares
      outstanding and a list of holders of Series E preferred shares as of May 6, 2019. Please describe the accounting treatment of the Series E preferred shares in connection with the acquisitions that occurred on May 6, 2019. As part of this response,
      please supplement or amend any incomplete or incorrect information provided in your response to comment number 1 in your letter dated August 21, 2019.

    September 20, 2019
      Page 2

    Response:

    On October 22, 2018, Sport Endurance, Inc. authorized 2,900,000 shares of its Series E Convertible Preferred Stock (the “Series E”). The
      Series E had a stated value of $0.99 per share; was convertible into common stock of Sport Endurance, Inc. at a price of $0.78 per share, based upon stated value; and accrued dividends at the rate of 10% per annum on the stated value. The Series E
      had voting rights equal to those of the underlying common stock. Under certain default conditions, the Series E was subject to mandatory redemption at 125%, and the conversion price reset to 75% of the market price of common stock. Effective March
      11, 2019, Sport Endurance, Inc. merged into its wholly-owned subsidiary, Better Choice Company Inc. Pursuant to the merger, each outstanding share of Series E converted into one share of Series E Convertible Preferred Stock of the Company (the “Company Series E”).

    Subsequent to December 31, 2018 and prior to May 6, 2019, holders of the Series E (or the Company Series E, as applicable) converted the following:

              •

                On January 18, 2019, 49,155 shares of Series E were converted to 62,389 shares of common stock;

              •

                On February 6, 2019, 49,523 shares of Series E were converted to 62,856 shares of common stock; and

              •

                On February 11, 2019, 54,000 shares of Series E were converted to 68,538 shares of common stock.

              •

                On May 2, 2019, 60,000 shares of Company Series E were converted to 76,154 shares of common stock.

    As of May 6, 2019, the following Company Series E shares remained outstanding and held by the following holders.

            Preferred

            Stock

            Stated

            Value

            Conversion

            Rate

            Common

            Stock

            Cavalry

            1,375,328

            $1,361,575

            $0.78

            1,745,609

            Gibbons

            556,905

            $551,336

            $0.78

            706,841

            Pinz Capital

            701,443

            $694,429

            $0.78

            890,293

            Totals

            2,633,677

            3,342,744

    The Company Series E shares (as converted) were included in the calculation of the fully diluted 16% equity that the legacy BTTR shareholders held after the acquisitions. The outstanding 2,633,677
      Company Series E shares on May 6, 2019 were recorded as par value of $3,343 and Additional Paid in Capital of $20,053121 based on the conversion ratio of 1.26923 common shares per Company Series E share and the fair value of common shares of $6.00.

      September 20, 2019
        Page 3

      Subsequent to May 6, 2019, holders of the Company Series E converted the following:

              •

                On May 10, 2019, 689,394 shares of Company Series E were converted to 875,000 shares of common stock.

              •

                On May 13, 2019 236, 364 shares of Company Series E were converted to 300,000 shares of common stock.

    As of June 30, 2019, 1,707,920 shares of Company Series E remained outstanding.

    Please provide additional ownership information regarding certain shareholders or interest holders for the Company, TruPet LLC and Bona Vida Inc. on May 5, 2019 and the total
      number of shareholders as well as the ownership of individuals that owned shares/interests in the Company, TruPet LLC and Bona Vida Inc. who own shares of the Company post-acquisition. Please provide a list of greater than 5% shareholders of the
      consolidated Company on May 6, 2019 following the acquisitions.

    Response:

    Below please find a list of all 5% or greater shareholders or interest holders for the Company, TruPet LLC and Bona Vida Inc. on May 5, 2019 as well as the ownership information of executive officers
      or directors of the Company, TruPet LLC and Bona Vida Inc. or of the consolidated Company following the acquisitions.

    TruPet LLC : The total number of shareholders was 13.

            Shareholder

            Units

            Conversion

            Shares

            % Ownership

            Blue Sky Holdings Trust†

            5,435,795

            1.0361

            5,632,027

            37.5%

            John M. Word III

            3,915,475

            1.0361

            4,056,824

            27.0%

            Anthony Santarsiero

            304,640

            1.0361

            315,638

            2.1%

            SENZ

          914,898

            1.0361

            947,296

            6.3%

            Kyle McCollum

          26,682

            1.0361

            27,645

            0.2%

            Michael Young

          16,894

            1.0361

            17,504

            0.1%

      † Represents the holdings of Lori Taylor, Chief Executive Officer of TruPet LLC.

    September 20, 2019
    Page 4

    Bona Vida Inc. : The total number of shareholder was 49.

            Shareholder

            Units

            Conversion

            Shares

            % Ownership

            Aaron McIntosh

            4,940,000

            0.3387532

            1,673,441

            10.0%

            Ryan Rezaie

            3,880,000

            0.3387532

            1,314,362

            7.8%

            Michael Young

            1,060,000

            0.3387532

            359,078

            2.1%

            Cottingham Capital Partners, LLC‡

            666,666

            0.3387532

            225,835

            1.3%

            Damian Dalla-Longa

            4,900,000

            0.3387532

            1,659,891

            9.9%

            Kyle McCollum

            2,300,000

            0.3387532

            779,132

            4.6%

            Navy Capital Green Private Holdings SPC

            4,311,111

            0.3387532

            1,460,403

            8.7%

            Glen Gibbons

            4,012,220

            0.3387532

            1,359,152

            8.1%

            2655111 Ontario Inc

            3,360,001

            0.3387532

            1,138,211

            6.8%

            Advantex Finance Inc

            3,333,333

            0.3387532

            1,129,177

            6.8%

    Better Choice Company Inc. : The total number of shareholder was 53.

            Shareholder

            Total Shares

            % Ownership

            MICHAEL YOUNG

            512,822

            16.9%

            CEDE & CO

            456,158

            15.0%

            BMO NESBITT BURNS

            200,000

            6.6%

            DAVID LELONG

            135,832

            4.5%

      ‡ Shareholder is affiliated with Michael Young, a director of the Company following the acquisitions.

        September 20, 2019
          Page 5

          As a result of the business combinations and the private placement, the Company’s ownership was comprised of the following as of May 6, 2019:

                  Stockholder Group

                  Shares Issued

                  Percentage Ownership

                Former members of TruPet LLC

                15,027,533§

                35.9%

                Legacy stockholders of the Company

                3,117,363

                7.4%

                Investors in the Private Placement**

                5,744,991

                13.7%

                  Former stockholders of Bona Vida, Inc.

                18,003,273

                43.0%

                Totals††

                  41,893,161

                  100%

    The total number of shareholders as of May 6 was 150.

            Shareholder

            # of Shares

            SENZ

            Total

            %

            Ownership

            Blue Sky Holdings Trust*

            5,632,027

            5,632,027

            13.4%

            John M. Word III

            4,390,158

            4,390,158

            10.5%

            Navy Capital Green Private  Holdings SPC

            1,996,988

            1,996,988

            4.8%

            Damian Dalla-Longa

            1,659,891

            1,659,891

            4.0%

            Aaron McIntosh

            1,673,441

            1,673,441

            4.0%

            Glen Gibbons

            1,384,559

            1,384,559

            3.3%

            Ryan Rezaie

            1,314,362

            1,314,362

            3.1%

            Advantex Finance Inc

            1,129,177

            1,129,177

            2.7%

            Anthony Santarsiero

            957,209

            957,209

            2.3%

            Michael Young

            376,583

            512,822

            889,405

            2.1%

            Kyle McCollum

            806,778

            806,778

            1.9%

            BMO Nesbitt Burns

            333,334

            200,000

            533,334

            1.3%

            Cottingham Capital Partners, LLC†

            225,835

            225,835

            0.5%

            David Lelong

            135,832

            135,832

            0.3%

            Michael Galego

            67,751

            67,751

            0.2%

      § Includes 947,926 shares that were initially misallocated on May 6, 2019 but were subsequently reallocated to former members of TruPet LLC, as if they had been allocated on that
          date.

    ** Includes 16,666 shares issued to investors in the Private Placement that were issued after May 6, 2019, as if they had been allocated on that date.

    †† Excludes 2,633,677 Company Series E shares outstanding as of May 6, 2019.

    * Represents the holdings of Lori Taylor, Chief Executive Officer of TruPet LLC.

    † Shareholder is affiliated with Michael Young, a director of the Company following the acquisitions.

    September 20, 2019
      Page 6

    We hope that the foregoing has been responsive to the Staff’s comments and look forward to resolving any outstanding issues as quickly as possible. Please do not hesitate to contact me at (212)
      906-1297 with any questions or further comments you may have regarding this filing or if you wish to discuss the above.

            Very truly yours,

            /s/ Erika L. Weinberg

            Erika L. Weinberg

            of LATHAM & WATKINS LLP

              cc:

                Damian Dalla-Longa, Chief Executive Officer, Better Choice Company Inc.

    Marc D. Jaffe, Esq., Latham & Watkins LLP

    Ian D. Schuman, Esq., Latham & Watkins LLP

CORRESP
1
filename1.htm

            53rd at Third

            885 Third Avenue

            New York, New York 10022-4834

            Tel: +1.212.906.1200 Fax: +1.212.751.4864

            www.lw.com

            FIRM / AFFILIATE OFFICES

            Beijing

            Moscow

            Boston

            Munich

            Brussels

            New York

            Century City

            Orange County

            August 21, 2019

            Chicago

            Paris

            Dubai

            Riyadh

            Düsseldorf

            San Diego

            Frankfurt

            San Francisco

            Hamburg

            Seoul

            Hong Kong

            Shanghai

            Houston

            Silicon Valley

            London

            Singapore

            Los Angeles

            Tokyo

            Madrid

            Washington, D.C.

            Milan

    VIA EDGAR TRANSMISSION

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Mail Stop 4720

    Washington, D.C. 20549

    Attention: Joseph Klinko and Lily Dang

            Re:

            Better Choice Company Inc.

            Form 10-K for the Fiscal Year ended August 31, 2018

            Filed December 21, 2018

            Form 8-K filed May 10, 2019

            Form 8-K filed May 23, 2019

            Form 8-K filed July 12, 2019

            Form 8-K/A filed July 23, 2019

            Response dated July 12, 2019

            File No. 333-161943

    Dear Mr. Klinko and Ms. Dang:

    On behalf of Better Choice Company Inc., a Delaware corporation (the “Company” or “BCC”), we are
      transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)

      by letter dated August 7, 2019 with respect to the Company’s Form 10-K for the Fiscal Year ended August 31, 2018, filed on December 21, 2018, Form 8-K, filed on May 10, 2019, Form 8-K, filed on May 23, 2019, Form 8-K, filed on July 12, 2019 and Form
      8-K/A, filed on July 23, 2019.

    For ease of review, we have set forth below each of the numbered comments of your letter in bold type followed by the Company’s responses thereto. The responses provided herein are based on information provided to Latham
      & Watkins LLP by the Company.

    Form 8-K/A filed July 23, 2019

    Exhibit 99.5

    Unaudited Pro Forma Combined Financial Information, page 1

        August 21, 2019

        Page 2

              1.

              We note that your pro forma balance sheet adjustment of $45.9 million to goodwill has been derived from a valuation of the 14.1 million shares issued in exchange for the 93.3% interest in TruPet LLC, as
                described in footnote (f). However, since you have identified TruPet LLC as the accounting acquirer and the transaction as a reverse merger, it appears that any adjustments to recognize the fair value of assets and liabilities acquired
                should be based on a valuation of the 3.1 million Better Choice Company Inc. common shares that were outstanding just prior to the reverse merger, as if these were issued by TruPet LLC to complete the acquisition. Please revise your pro
                forma financial presentation accordingly.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that after further review of the transaction between TruPet LLC, which was the accounting acquirer, and Better Choice
      Company Inc., which was the legal acquirer, the Company has concluded Better Choice Company Inc. did not meet the definition of a “business” under ASC 805-10 “Business Combinations” (“ASC 805-10”) as of the
      date of the merger.

    The Company reached the conclusion that Better Choice Company Inc. was not a “business” under FASB ASC 805-10-55-5A as (i) it had a single long-term asset, namely a 6.3% investment in TruPet LLC, with
      an estimated fair value of $2.3 million, (ii) a net working capital position of $(1.0) million, (iii) two recently signed partnership contracts for which Better Choice Company Inc. issued a total of $1.0 million in shares on May 2, 2019 and (iv) a
      single employee who managed the investment asset. The Company has concluded that substantially all of the fair value of the assets acquired were concentrated in group of assets assembled to leverage the merger with TruPet LLC and Bona Vida Inc.
      Accordingly, the Company intends to account for the transaction as an asset acquisition.

    The Company acquired the assets of Better Choice Company Inc. through a non-monetary transaction in exchange for 3.1 million common shares and the Series E preferred shares that can be converted to 3.3
      million common shares. The Company has referred to FASB ASC 805-50-30-2, which states that when the consideration given in an asset acquisition is equity interests, measurement is based on either (A) the cost which shall be measured based on the fair
      value of the consideration given or (B) the fair value of the assets (or net assets) acquired, whichever is more clearly evident and, thus, more reliably measurable. The Company valued the outstanding shares based on the closing price of the public
      market on May 6, 2019 of $6.00/share. The total consideration for Better Choice Company Inc. was $38.8 million based on the common shares and fully diluted Series E preferred shares outstanding and the public market share price. The estimated fair
      value of assets was comprised of the TruPet LLC holding, valued at $2.3 million, the net working capital in Better Choice Company Inc. $(1.0) million, and the intangible investment into the contracts for $1.0 million for a combined estimated value of
      $2.3 million.

    The Company referred to FASB ASC 805-50-30-3 which states that the cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed
      based on their relative fair values and shall not give rise to goodwill. As there is no guidance in ASC 805-50 to determine the appropriate allocation of the excess cost over fair value of acquired net assets, the Company considered the concepts from
      previous guidance in paragraph 44 of FASB Statement 141, which indicates that excess cost should only be allocated to certain qualifying assets. As the acquired assets primarily include the investment in TruPet as well as other current assets, the
      Company concluded that allocating any excess cost to the assets would be inappropriate. Moreover, the nature of the excess consideration paid to Better Choice Company Inc. was primarily intended to gain access to the public company status of Better
      Choice Company Inc. that allows the Company to utilize a public vehicle to more quickly and effectively access funding. Accordingly, the Company determined that the excess consideration reflects a transaction cost that should be expensed. The Company
      intends to record expense of $36.5 million during the period ended June 30, 2019.

    The Company further intends to revise its pro forma financial presentation in a Form 8-K/A as soon as practicable to reflect the accounting described above.

      August 21, 2019

      Page 3

              2.

              Please expand your disclosure in footnote (d) to include a qualitative description of the factors that make up the $52.9 million pro forma adjustment to goodwill for Bona Vida Inc., consistent with the
                disclosure requirements outlined in FASB ASC 805-30-50-1. Tell us how you have considered the requirements of FASB ASC 805-20-25-10, and the examples in FASB ASC 805-20-55-11 through 55-45, in determining that you did not acquire any
                identifiable intangible assets, if this is your view.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that after further review of the transaction between TruPet LLC, which was the accounting acquirer, and Bona Vida, Inc.,
      the Company has concluded Bona Vida, Inc. did not meet the definition of a “business” under ASC 805-10 as of the date of the merger.

    The Company evaluated whether Bona Vida, Inc. was a “business” under ASC 805-10-55-5A through -5C based on the following criteria: (i) the financial assets consisted of the net working capital position
      of $1.8 million, (ii) Bona Vida, Inc. had two employees, (iii) the products sold by Bona Vida, Inc. were manufactured by third parties in packaging designed by external graphic artists and (iv) intangible assets consisted of two recent trademark
      registrations and a domain name registration. After evaluating these criteria, the Company reached the conclusion that the assets of Bona Vida, Inc. were not concentrated in a single identifiable asset or group of similar identifiable assets.
      However, the Company also reviewed Bona Vida, Inc. as per FASB ASC 805-10-55-4 through -6 and -8 through -9. As Bona Vida did generate outputs, we considered whether Bona Vida had inputs and a substantive process based on ASC 805-10-55-5E, including
      any of the following: (a) employees that form an organized workforce that has necessary skills, knowledge or experience to perform an acquired process, (b) a contract that provides access to such an organized workforce or (c) an acquired process that
      when applied to an acquired input significantly contributes to the ability to continue producing outputs and cannot be replaced without significant cost or delay or that is considered unique or scarce. The Company reached its conclusion that Bona
      Vida, Inc. was not a business as (i) the two employees that formed the workforce were insufficient to operate a pet food business as said workforce lacked an operations team to manage the supply chain and did not have a sales team to support ongoing
      sales, (ii) Bona Vida, Inc. did not have any supply contracts in place to ensure continued supply of products nor any sales contracts with potential customers and (iii) Bona Vida, Inc. had not formulated any processes to support an ongoing operation.
      Further, Bona Vida, Inc. did not have a material customer base, long term contract-based assets, proprietary processes or artistic intangible assets. Thus, this analysis supports Company’s conclusion that Bona Vida, Inc. was not a “business.”
      Accordingly, the transaction will be accounted for as an asset acquisition.

    The Company acquired the assets of Bona Vida, Inc. through a non-monetary transaction in exchange for 18.0 million shares. The Company referred to FASB ASC 805-50-30-2, which states that when the
      consideration given in an asset acquisition is equity interests, measurement is based on either (A) the cost which shall be measured based on the fair value of the consideration given or (B) the fair value of the assets (or net assets) acquired,
      whichever is more clearly evident and, thus, more reliably measurable. The Company valued these shares issued for the Bona Vida acquisition based on a private investment of our public equity (“PIPE”) that was completed on the day of the merger. Each
      PIPE unit consisted of a single share of Better Choice Company Inc. common stock and a warrant to purchase an additional shares of Better Choice Company Inc. common stock at a strike price of $4.25. The Company received $3.00 for each PIPE unit and
      has allocated $2.435 per unit to the value of the underlying share of common stock and $0.565 to each warrant convertible into common stock based on a preliminary third-party valuation performed by Doty Scott Enterprises Inc. The company believes
      that the shares issued for the purchase of Bona Vida more closely resemble the shares issues in the PIPE as both of these groups of shares are restricted from trading for 6 months putting them into a different class than the freely traded shares held
      by the public market investors in Better Choice Company. The total consideration for Bona Vida Inc. was $43.8 million based on the number of shares issued and the per share fair value of the newly issued shares. The Company valued the net working
      capital of Bona Vida, Inc. at a book value of $1.8 million and did not assign a value to the recently registered trademarks or domain registration as the brand recognition is minimal and we are not planning to continue use of the brand.

      The Company referred to FASB ASC 805-50-30-3 which states that the cost of a group of assets acquired in an asset acquisition shall be allocated to the individual assets acquired or liabilities assumed based on their relative fair values and
        shall not give rise to goodwill. The Company paid excess consideration for Bona Vida, Inc. to leverage the market trading multiples for CBD-related businesses as part of its fundraising activities, including the PIPE investment raised on the day of
        the merger. The Company believes that combining Bona Vida Inc. with the established processes in the TruPet, LLC subsidiary of Better Choice Company Inc. will facilitate gaining market share in a rapidly emerging industry. The Company believes that
        allocating the excess cost to the acquired assets would significantly exceed the fair value of those assets and result in immediate impairment. Moreover, using similar analysis under ASC 805-5 referred to in our response to comment 1 above, the
        Company concluded the nature of the excess consideration is more akin to a transaction cost. The Company intends to record expense of $42.0 million during the period ended June 30, 2019. Accordingly, the Company does not believe that it needs to
        expand its disclosure in footnote (d) and instead intends to revise its pro forma presentation in a Form 8-K/A as soon practicable to reflect the accounting described above.

      August 21, 2019

      Page 4

              3.

              We note that you filed a transition report on Form 10-KT for the period September 1, 2018 to December 31, 2018 of Better Choice Company Inc. prior to the reverse merger. We also see that you have utilized
                certain financial information for the first quarter of the newly adopted fiscal year, on a partially recast basis, in your pro forma presentation. Given the foregoing, it appears that you intend to file a corresponding interim report on
                Form 10-Q, for the quarter ended March 31, 2019, of Better Choice Company Inc. prior to the reverse merger. Tell us your plans and rationale if this is not the case.

    Response:

    The Company respectfully acknowledges the Staff’s comment and advises the Staff that, as disclosed in its Current Report on Form 8-K filed on May 23, 2019, on May 21, 2019 (the “FYE Change Approval
      Date”), the Company approved a change to its fiscal year end from August 31 (the “Old Fiscal Year End”) to December 31 (the “New Fiscal Year End”). The Company changed its fiscal year end in order to align the Company’s fiscal year end with that of
      TruPet LLC (the accounting acquirer) and Bona Vida, Inc., which the Company acquired on May 6, 2019.

    In accordance with Rule 13a-10(e)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on January 14, 2019, the Company filed a Form 10-Q for the quarterly period ended
      November 30, 2018 (the quarterly report for the quarterly period under the Old Fiscal Year End that occurred within the September 1, 2018 to December 31, 2018 transition period). In accordance with Exchange Act Rule 13a-10(e)(1), on April 15, 2019,
      the Company filed a Form 10-Q for the quarterly period ended February 28, 2019 (the quarterly report for the latest quarterly period under the Old Fiscal Year End that ended before the FYE Change Approval Date). In ac

August 7, 2019
Damian Dalla-Longa
Chief Executive Officer
Better Choice Company Inc.
4025 Tampa Road, Suite 1117
Oldsmar, FL 34677
Re:Better Choice Company Inc.
Form 10-K for the Fiscal Year ended August 31, 2018
Filed December 21, 2018
Form 8-K filed May 10, 2019
Form 8-K filed May 23, 2019
Form 8-K filed July 12, 2019
Form 8-K/A filed July 23, 2019
Response dated July 12, 2019
File No. 333-161943
Dear Mr. Dalla-Longa:
            We have reviewed your July 12, 2019 response to our comment letter and have the
following comments.  In some of our comments, we may ask you to provide us with information
so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional
comments.  Unless we note otherwise, our references to prior comments are to comments in our
June 17, 2019 letter.
Form 8-K/A filed July 23, 2019
Exhibit 99.5
Unaudited Pro Forma Combined Financial Information, page 1
1.We note that your pro forma balance sheet adjustment of $45.9 million to goodwill has
been derived from a valuation of the 14.1 million shares issued in exchange for the 93.3%
interest in TruPet LLC, as described in footnote (f).  However, since you have identified
TruPet LLC as the accounting acquirer and the transaction as a reverse merger, it appears

 FirstName LastNameDamian Dalla-Longa
 Comapany NameBetter Choice Company Inc.
 August 7, 2019 Page 2
 FirstName LastName
Damian Dalla-Longa
Better Choice Company Inc.
August 7, 2019
Page 2
that any adjustments to recognize the fair value of assets and liabilities acquired should be
based on a valuation of the 3.1 million Better Choice Company, Inc. common shares that
were outstanding just prior to the reverse merger, as if these were issued by TruPet LLC to
complete the acquisition.  Please revise your pro forma financial presentation accordingly.
2.Please expand your disclosure in footnote (d) to include a qualitative description of the
factors that make up the $52.9 million pro forma adjustment to goodwill for Bona Vida
Inc., consistent with the disclosure requirements outlined in FASB ASC 805-30-50-1.
Tell us how you have considered the requirements of FASB ASC 805-20-25-10, and the
examples in FASB ASC 805-20-55-11 through 55-45, in determining that you did not
acquire any identifiable intangible assets, if this is your view.
3.We note that you filed a transition report on Form 10-KT for the period September 1,
2018 to December 31, 2018 of Better Choice Company Inc. prior to the reverse merger.
We also see that you have utilized certain financial information for the first quarter of the
newly adopted fiscal year, on a partially recast basis, in your pro forma presentation.
Given the foregoing, it appears that you intend to file a corresponding interim report on
Form 10-Q, for the quarter ended March 31, 2019, of Better Choice Company Inc. prior to
the reverse merger.  Tell us your plans and rationale if this is not the case.
4.Given that you have identified TruPet LLC as the accounting acquirer, we understand that
you will include historical financial statements of this entity in subsequent periodic
reports, for certain comparative periods that preceded the reverse merger.  Generally, you
will need to recast share and per share figures and share activity of this entity in a manner
that is consistent with the capital structure acquired in your merger with Better Choice
Company, Inc., similar to a forward or reverse stock split.  We understand that the initial
periodic filing by the post-merger company will be a Form 10-Q for the quarter ended
June 30, 2019, in which TruPet LLC will be depicted as the accounting acquirer, and the
historical financial statements prior to the merger will be those of TruPet LLC.  Please
contact us by telephone if you require further clarification or guidance.
            You may contact Joseph Klinko at (202) 551-3824 or Lily Dang at (202) 551-3867 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Karl Hiller, Branch Chief, at 202-551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources

CORRESP
1
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                53rd at Third

                885 Third Avenue

                New York, New York  10022-4834

                Tel: +1.212.906.1200  Fax: +1.212.751.4864

                www.lw.com

                FIRM / AFFILIATE OFFICES

                Beijing

                Moscow

                Boston

                Munich

                Brussels

                New York

                Century City

                Orange County

                July 12, 2019

                Chicago

                Paris

                Dubai

                Riyadh

                Düsseldorf

                San Diego

                Frankfurt

                San Francisco

                Hamburg

                Seoul

                Hong Kong

                Shanghai

                Houston

                Silicon Valley

                London

                Singapore

                Los Angeles

                Tokyo

                Madrid

                Washington, D.C.

                Milan

    VIA EDGAR TRANSMISSION

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Mail Stop 4720

    Washington, D.C. 20549

    Attention: Joseph Klinko and Lily Dang

                    Re:

                    Better Choice Company Inc.

    Form 10-K for the Fiscal Year ended August 31, 2018

    Filed December 21, 2018

    Form 8-K filed May 10, 2019

    Form 8-K filed May 23, 2019

    File No. 333-161943

    Dear Mr. Kelly and Ms. Dang:

    On behalf of Better Choice Company Inc., a Delaware corporation (the “Company” or “BCC”), we are
      transmitting this letter in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)

      by letter dated June 17, 2019 with respect to the Company’s Form 10-K for the Fiscal Year ended August 31, 2018, filed on December 21, 2018, Form 8-K, filed on May 10, 2019 and Form 8-K, filed on May 23, 2019.

    The bold and numbered paragraphs below correspond to the numbered paragraphs in the Staff’s letter and are followed by the Company’s responses. The responses provided herein are based on information provided to Latham
      & Watkins LLP by the Company.

    Form 8-K filed May 10, 2019

    Item 2.01 - Completion of Acquisition or Disposition of Assets, page 2

                    1.

                    We note that on May 6, 2019, you acquired Bona Vida, Inc. and TruPet LLC in exchange for common shares. Given the number of shares issued in each transaction, it appears that you will need to disclose the
                      information prescribed by Item 5.01 on Form 8-K, and identify the accounting acquirer in accordance with FASB ASC 805-10-25-4 and 5, and FASB ASC 805-40, which pertains to reverse acquisitions.

              July 12, 2019

              Page 2

    You should disclose how you intend to account for these transactions, and the date that you will file the historical financial statements of the businesses acquired, along with a pro forma presentation
      illustrating the effects of the transactions, to comply with Rule 8-04 and Rule 8-05 of Regulation S-X, and Item 9.01 of Form 8-K.

    Response: The Company respectfully advises the Staff that it intends to file a Form 8-K containing the disclosure required by
        Item 5.01 concurrently with the submission of this letter and in accordance with our analysis below, identifying TruPet LLC as the accounting acquiror. The Company also advises the Staff that it intends to file the historical financial statements
        of each of Bona Vida, Inc. and TruPet LLC, along with a pro forma presentation illustrating the effects of the Business Combinations (as defined below) to comply with Rule 8-04 and Rule 8-05 of Regulation S-X, and Item 9.01 of Form 8-K, no later
        than July 22, 2019.

    Please submit the analyses that you perform in your application of this guidance. If you believe that either entity does not meet the definition of a business, tell us how you considered the attributes
      listed in Rule 11-01(d) of Regulation S-X, and provide us with all schedules referenced among Representations and Warranties in the Agreement and Plan of Merger with Bona Vida, Inc. at Exhibit 2.1, and/or the Securities Exchange Agreement with TruPet
      LLC at Exhibit 2.3, as applicable, and submit the financial statements that were provided to you by these entities, as referenced in those exhibits.

    Response: The Company respectfully acknowledges the Staff’s comment and notes that based upon the guidance described in ASC
        805-10-25-4 and 5 and as more fully described below, the Company has concluded that TruPet LLC is the “accounting acquirer” in the Business Combinations (as defined below). In addition, pursuant to the guidance in ASC 805-40, the Company believes
        the Business Combinations meet the requirements for reverse merger accounting.

    Background of the Business Combinations

    The Business Combinations (as defined below) included the Company and two additional entities:

    TruPet, LLC: TruPet, LLC, formed in 2013, manufactures and markets dry raw diet meals, treats and supplements for dogs and cats.  During the calendar year ended December 31, 2018, TruPet LLC had sales of approximately
      $15 million; gross assets of approximately $6 million; cash of approximately $4 million; approximately $10 million in debt and equity; and an operating loss of approximately $6 million.

        July 12, 2019

        Page 3

    Bona Vida, Inc.: Bona Vida, Inc., formed in 2018, develops brand and product verticals within the animal CBD supplement space. During the calendar year ended December 31, 2018, Bona Vida, Inc. had zero sales; gross
      assets of approximately $1.2 million; raised approximately $2.5 million in capital; and an operating loss of approximately $3 million.

    On May 6, 2019, the Company closed the acquisitions of Bona Vida, Inc. and TruPet LLC pursuant to the terms of the Agreement and Plan of Merger, dated as of February 28, 2019 (as amended to date, the “Bona Vida Merger Agreement”) and the Securities Exchange Agreement, dated as of February 2, 2019 (as amended to date, the “TruPet Exchange
        Agreement”), respectively. The acquisitions were consummated by exchanging the Company’s common stock for 93.3% of the outstanding equity interests of TruPet LLC and all of the outstanding equity interests of Bona Vida, Inc., respectively
      (collectively, the “Business Combinations”). Simultaneous with the closing of the Business Combinations, the Company closed a private placement of its common stock and warrants to purchase
      its common stock for gross proceeds of $17,184,872 (the “Private Placement”). The Private Placement included the participation of a large pool of
      accredited investors (49) at a fair market value of $3 per share.

    As a result of the Business Combinations and the Private Placement, the Company’s ownership was comprised of the following as of May 6, 2019:

                Stockholder Group

                Shares Issued

                Percentage Ownership

              Former members of TruPet LLC

              14,079,606

              34.4

              %

              Legacy stockholders of the Company

              3,134,030

              7.7

              %

              Investors in the Private Placement

              5,728,325

              14.0

              %

                Former stockholders of Bona Vida, Inc.

              18,003,273

              44.0

              %

              Total

                40,945,235

                100

                %

    Identification of Accounting Acquirer

    With respect to the Staff’s request that the Company identify the accounting acquirer in accordance with FASB ASC 805-10-25-4 and 5, and FASB ASC 805-40, the Company notes that based upon the guidance described in ASC
      805-10-25-4 and 5, the Company has concluded that TruPet LLC is the “accounting acquirer” in the Business Combinations.

      The Company based this conclusion on the following facts and circumstances:

        July 12, 2019

        Page 4

    The relative voting rights in the combined entity after the Business Combinations.

    According to 805-10-55-12(a), the accounting acquirer usually is the entity whose owners as a group retain or receive the largest portion of the voting rights in the combined entity. In determining which group of owners
      retains or receives the largest portion of the voting rights, an entity shall consider the existence of any unusual or special voting arrangements and options, warrants, or convertible securities. The relative voting rights are determined with
      respect to the stockholders of the combined entity.

    As of the date of the closing of the Business Combinations, the total number of shares of common stock held in the combined entity divided among the three standalone entities being combined was as follows:

              •

                Bona Vida, Inc. - 44.0%

              •

                TruPet LLC - 34.4%

              •

                BCC - 21.6%

    The percentage of shares held by BCC is comprised of 7.7% legacy shareholders and 14.0% of new investors pursuant to a Private Placement financing which closed simultaneously with the Business Combinations.  The former
      Chairman of the Board of Directors of BCC, Mike Young, initiated the Private Placement and the closing of the Private Placement was subject to the completion of the Business Combinations.

    Although Bona Vida, Inc. had the largest percentage of ownership immediately after the Business Combinations, Blue Sky Holdings Trust, which is an entity beneficially owned by Lori Taylor (the current Co-CEO of the
      Company), and John Word III, own approximately 12.9% and 10.1% of the outstanding shares of common stock, respectively, for a total of 23% ownership, and are the two largest current stockholders of the Company. Both Blue Sky Holdings Trust and John
      Word III held membership interests in TruPet LLC prior to the Business Combinations. The trustee of Blue Sky Holdings Trust is Lori Taylor who is Co-CEO and a director of the combined entity and had a vote in the composition of the board of directors
      and the management team of the combined entity.

    The existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has a significant voting
        interest.

    According to 805-10-55-12(b), the acquirer usually is the entity whose single owner or organized group of owners holds the largest voting interest in the combined entity.  The relative voting rights are determined with
      respect to the stockholders of the combined entity.

        July 12, 2019

        Page 5

    As noted above, Blue Sky Holdings Trust, which is beneficially owned by Lori Taylor, and John Word III, own approximately 12.9% and 10.1% of the outstanding shares of common stock, respectively, and are the two largest
      stockholders of the Company. Both Blue Sky Holdings Trust and John Word III held membership interests in TruPet LLC prior to the Business Combinations.

    The composition of the governing body of the combined entity.

    According to 805-10-55-12(c), the acquirer usually is the entity whose owners have the ability to elect or appoint or to remove a majority of the members of the governing body of the combined entity. The stockholders
      holding the largest percentage of outstanding stock of a particular entity generally have the greatest ability to elect or appoint or to remove a majority of the members of the governing body.

    As of the date of the closing of the Business Combinations, Blue Sky Holdings Trust, which is beneficially owned by Lori Taylor, and John Word III, own approximately 12.9% and 10.1% of the outstanding shares of common
      stock, respectively, and are the two largest stockholders of the Company.  Both Blue Sky Holdings Trust and John Word III held membership interests in TruPet LLC prior to the Business Combinations.

    In addition, the composition of the board of directors of the Company following the Business Combinations was as follows:

              •

                Michael Galego, Chairman (former Chairman of the board of directors of Bona Vida, Inc.)

              •

                Michael Young (former Chairman of the board of directors of the Company)

              •

                Lori Taylor (former member of the board of managers of TruPet LLC)

              •

                Damian Dalla-Longa (former member of the board of directors of Bona Vida, Inc.)

              •

                Jeff Davis (former member of the board of managers of TruPet LLC)

    The composition of the senior management of the combined entity.

    According to 805-10-55-12(d), the acquirer usually is the entity whose former management controls the management of the combined entity.

    The senior management of the Company following the Business Combinations is divided evenly among former members of management at Bona Vida, Inc. and TruPet LLC.

      The terms of the exchange of equity interests.

    July 12, 2019

        Page 6

    According to 805-10-55-12(d), the acquirer usually is the entity that pays a premium over the pre-combination fair value of the equity interests of the other combining entity or entities.

    As of the date of the closing of the Business Combinations, the Company’s quoted market price on the OTCQB was $6.00 per share.  However, the Company also closed the Private Placement on the same date, in which it sold
      5,728,325 shares of its common stock and warrants to purchase its common stock to accredited third party investors at a price of $3.00 per share. Since the shares of the Company’s common stock are not widely traded (the average trading volume during
      the period from May 6, 2019 to May 10, 2019 was approximately 900 to 18,000 shares of common stock traded per day), the Company believes $3.00 per share represents a more accurate fair market value of the price per share of its common stock at the
      date of the closing of the Business Combinations.

                Number of Shares

                Share Price

                Total Consideration

              Bona Vida, Inc.

              18,003,273

              $

              3.00

              54,009,819

              TruPet LLC

              14,079,606

              $

              3.00

              42,238,818

              Private Placement Investment Business Combination

              5,728,325

              $

              3.00

              17,184,975

                Better Choice Company Inc. (date prior to closing)

              3,134,030

              $

              3.00

              9,402,090

              Total

                40,945,235

                $

                122,835,702

    On May 3, 2019 (day prior to combinations), BCC common stock was trading at $6.00 per share, with volume of 31,742 shares traded.

    According to 805-10-55-13, the acquirer usually is the entity whose relative size (measured in, for example, assets, revenues, or earnings), is significantly larger than that of the other combining entity or entities.
      TruPet LLC was the largest entity by most accounting metrics as of the closing of the Business Combinations.

    For example, as of 4/30/19 (immediately prior to the closing of the Business Combinations), the breakdown of total assets and revenue of each of the standalone entities being combined was as follows:

              •

                TruPet LLC

              o

                Total Assets - $2,586,890

              o

                Revenue - $4,978,038

              •

CORRESP
1
filename1.htm

      53rd at Third

      885 Third Avenue

      New York, New York  10022-4834

      Tel: +1.212.906.1200  Fax: +1.212.751.4864

      www.lw.com

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    July 9, 2019

    VIA EDGAR TRANSMISSION

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Mail Stop 4720

    Washington, D.C. 20549

    Attention: Joseph Klinko and Lily Dang

                    Re:

                    Better Choice Company Inc.

    Form 10-K for the Fiscal Year ended August 31, 2018

    Filed December 21, 2018

    Form 8-K filed May 10, 2019

    Form 8-K filed May 23, 2019

    File No. 333-161943

    Dear Mr. Klinko and Ms. Dang:

    On behalf of Better Choice Company Inc., a Delaware corporation (the “Company”), this letter is to confirm the receipt of
      your letter dated June 17, 2019 regarding the review of the above-referenced filings (the “Comments”), and to hereby request an extension of the period of time in which the Company has to
      respond to the Comments. The Company expects to respond to the Comments on or before July 15, 2019.

    If you have any questions or comments with regard to this response or other matters, please call the undersigned at (212) 906-1297.

            Very truly yours,

            /s/ Erika L. Weinberg

            Erika L. Weinberg

            of LATHAM & WATKINS LLP

              cc:

                Damian Dalla-Longa, Co-Chief Executive Officer, Better Choice Company Inc.

    Lori Taylor, Co-Chief Executive Officer, Better Choice Company Inc.

    Marc D. Jaffe, Esq., Latham & Watkins LLP

    Ian D. Schuman, Esq., Latham & Watkins LLP

June 17, 2019
Damian Dalla-Longa
Chief Executive Officer
Better Choice Company Inc.
4025 Tampa Road, Suite 1117
Oldsmar, FL 34677
Re:Better Choice Company Inc.
Form 10-K for the Fiscal Year ended August 31, 2018
Filed December 21, 2018
Form 8-K filed May 10, 2019
Form 8-K filed May 23, 2019
File No. 333-161943
Dear Mr. Dalla-Longa:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 8-K filed May 10, 2019
Item 2.01 - Completion of Acquisition or Disposition of Assets, page 2
1.We note that on May 6, 2019, you acquired Bona Vida, Inc. and TruPet LLC in exchange
for common shares.  Given the number of shares issued in each transaction, it appears that
you will need to disclose the information prescribed by Item 5.01 on Form 8-K, and
identify the accounting acquirer in accordance with FASB ASC 805-10-25-4 and 5, and
FASB ASC 805-40, which pertains to reverse acquisitions.

You should disclose how you intend to account for these transactions, and the date that
you will file the historical financial statements of the businesses acquired, along with a pro
forma presentation illustrating the effects of the transactions, to comply with Rule 8-04
and Rule 8-05 of Regulation S-X, and Item 9.01 of Form 8-K.

 FirstName LastNameDamian Dalla-Longa
 Comapany NameBetter Choice Company Inc.
 June 17, 2019 Page 2
 FirstName LastName
Damian Dalla-Longa
Better Choice Company Inc.
June 17, 2019
Page 2

Please submit the analyses that you perform in your application of this guidance.  If you
believe that either entity does not meet the definition of a business, tell us how you
considered the attributes listed in Rule 11-01(d) of Regulation S-X, and provide us with
all schedules referenced among Representations and Warranties in the Agreement and
Plan of Merger with Bona Vida, Inc. at Exhibit 2.1, and/or the Securities Exchange
Agreement with TruPet LLC at Exhibit 2.3, as applicable, and submit the financial
statements that were provided to you by these entities, as referenced in those exhibits.

Tell us of any common ownership and business relationships that existed between or
among you and these two entities, or them but not involving you, prior to May 6, 2019.
Please contact us by telephone if you require further clarification or guidance.
Form 8-K filed May 23, 2019
Item 5.02 - Change in Fiscal Year, page 1
2.We note your disclosure explaining that on May 21, 2019, you changed your fiscal year-
end from August 31 to December 31, effective for your 2019 fiscal year, and that you plan
to file a transition report covering the four months ended December 31, 2018.

Given the apparent change in control and reverse merger on May 6, 2019, please clarify
whether the change in fiscal year-end pertains to you, Bona Vida, Inc., or TruPet LLC,
and describe the implications of this change for your historical financial reporting in
future periodic reports, which should reflect the perspective of the accounting acquirer.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Joseph Klinko at (202) 551-3824 or Lily Dang at (202) 551-3867 if you
have questions regarding comments on the financial statements and related
matters.  Please contact Karl Hiller, Branch Chief, at 202-551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Natural Resources