Form 8-K Fast Track Solutions, For: Sep 17

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): September 17, 2021

 

 

Better For You Wellness, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		000-56262		00-0000000
(state or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

 

1349 East Broad Street  Columbus, OH		43205
(address of principal executive offices)		(zip code)

 

+1 (614) 368-9898

(registrant’s telephone number, including area code)

 

Former Entity Name: Fast Track Solutions, Inc.

(former name or former mailing address, if changed since last report)

 

  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	None	None

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  [X] 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [   ]  

 

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“We”, “Us”, “The Issuer” and or “the Company” refer to Better For You Wellness, Inc., a Nevada Company.

 

Item 1.01 Entry into a Definitive Material Agreement

 

On September 17, 2021, our Board of Directors unanimously approved to enter into and consummate a “Term Sheet” with Williamsburg Venture Holdings LLC, a Nevada limited liability company (“WVH”). WVH is a multi-strategy, private investment fund located in New York. The Term Sheet is a private placement with registration rights, providing WVH the ability to purchase up to $30,500,000 of our Common Stock. The term of the Term Sheet is for 36 months. Following the execution of the term sheet, the Company is to pay WVH $15,000 to cover associated expenses relating to, amongst other things, preparation of future securities agreements relating to the Term Sheet. Upon entering into definitive agreements with WVH for the purchase and sale of equity, WVH is to immediately purchase $250,000 of the Company’s restricted common stock from the Company at a 15% discount to the last closing price of our Common Stock as reported by the OTC Markets Group. Any future proceeds from the sale of shares, pursuant to the aforementioned term sheet, are to go towards the Company to be used for working capital. Pursuant to the Term Sheet, WVH may not acquire, at any point, more than 4.99% of our outstanding shares of common stock.

 

On September 17, 2021, our Board of Directors unanimously approved to enter into and consummate an agreement with SRAX, Inc., a Delaware Company (“SRAX”). Pursuant to the agreement with SRAX, the Company will be granted access to a platform developed by SRAX, known as the “Sequire Platform” which, amongst other things, will allow the Company to access trading data. According to SRAX, the platform is an investor intelligence and communications management platform that allows users to “unlock stock buyers' behaviors and trends for issuers of publicly traded companies”. In exchange for twelve months of access to the Sequire Platform, we paid SRAX $20,000. Additional fees may be incurred as a result of this agreement, but we cannot accurately determine what they may be, although we believe any such fees would be nominal.

 

Also on September 17, 2021, our Board of Directors unanimously agreed to approve to enter into and consummate another agreement with SRAX, whereas SRAX will provide advertising and marketing services to the Company on a case by case basis, as may be requested by the Company.

 

The above agreements with SRAX were entered into pursuant to the normal course of business, in our opinion, and thus, we have not included the agreements as exhibits to this Form 8-K. A copy of the term sheet entered into with WVH is furnished as Exhibit 10.1 to this Report.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

 

On September 17, 2021, Mr. David H. Deming was appointed Secretary of the Company’s Board of Directors by the Company’s Board of Directors.

 

The biographical information of Mr. David H. Deming is below:

David H. Deming

 

Mr. Deming, age 68, received a B.A. in Economics from Hobart College in 1975. Mr. Deming started his career at J.P. Morgan in 1976 and was a Managing Director in charge of the Global Healthcare Investment Banking Group from 1991 to 2003.

 

From April 2013 to March 2018, Mr. Deming served as Managing Partner at TAG Healthcare Advisors LLC, a boutique investment advisory firm. From April 2015 to August 2018, Mr. Deming served as a director of Sorrento Therapeutics Inc., a clinical stage and commercial-stage biopharmaceutical company that develops therapies for cancer, autoimmune, inflammatory, viral, and neurodegenerative diseases. Since March 2018, David H. Deming has served as Partner and Chief Operating Officer of ID Fund LLC, an investor-directed firm for accredited investors.

 

There are no family relationships between Mr. Deming and any of the Company’s directors or executive officers. It should be noted however, that Mr. Deming is also a Director of the Company. There is no arrangement or understanding between Mr. Deming and any other person pursuant to which Mr. Deming was appointed as the Secretary of the Board and there are no related party transactions involving Mr. Deming that are reportable under Item 404(a) of Regulation S-K.

 

Item 7.01 Regulation FD Disclosure

 

On September 21, 2021, we issued a press release relating to the information and events disclosed within this Form 8-K. A copy of the Company’s press release is furnished as Exhibit 99.1 to this Report.

 

The information in this Item 7.01, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. 

  

Item 8.01 Other Events.

 

On September 17, 2021, our Board of Directors unanimously agreed to engage Carter Ledyard Milburn LLP as the Company’s legal counsel going forward, to be consulted on a case by case basis as may be necessary. Any future legal fees that may be incurred are to be billed hourly and may not be static. We believe legal counsel to be important to the growth of the Company going forward.

 

Currently, as of the filing date of this report, the Company is still pending a FINRA corporate action to effectuate a name change from Fast Track Solutions, Inc. to Better For You Wellness, Inc., and to change our ticker symbol.

 

The legal date of our name change, August 18, 2021, will differ from the market release date when posted on FINRA’s daily list. An 8-K will be filed with the Commission after completion of our corporate actions that will detail the new CUSIP number for our common stock and ticker symbol. 

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits

NUMBER	EXHIBIT
10.1	Term Sheet between Better For You Wellness, Inc. and Williamsburg Venture Holdings LLC
99.1	Press Release

  

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Better For You Wellness, Inc.
Dated:  September 21, 2021	/s/ Ian James
	Ian James Chief Executive Officer

 

 

Date	9/17/2021
Issuer	Better For You Wellness, Inc. (f.k.a. Fast Track Solutions, Inc.)(OTCPK: FTRK)
Securities	Company’s Common Stock
Structure	Private Placement with Registration Rights
Offering Amount	This term sheet us a firm commitment and intended to facilitate an offer for the purchase of up to $30,000,000 of common stock of the company’s securities.
Term	36 months
Closing Request Date	The date the Investor receives a put request from the Company.
Delivery Date	The date the put shares are received by the Investor
Closing Date	The sixth business day after the Delivery Date.
Pricing Period	The five consecutive trading days immediately following the Closing Date.
Purchase Price	The VWAP of the Securities during the Pricing Period multiplied by 85%.
Other Conditions	Put amounts will be limited to the lesser of $500,000 or 100% of the average shares traded for the 10 days prior to the Closing Request Date. Minimum put amount to the Investor shall be $15,000.
Pre-Registration Commitment	Upon signing of the definitive agreements, the Investor agrees to purchase from the Company $250,000 of the Company’s Securities at a 15% discount to the last Closing Price of the securities.   The Investor agrees to purchase from the Company an additional $250,000 of the Company’s Securities at a 15% discount to the last Closing Price of the securities upon the filing of a ‘Super 8-K’.   The Securities purchased under the Pre-Registration Commitment shall have piggyback registration rights.
Short Sales	The Investor agrees not to engage in any short selling of the Company’s Securities prior to signing of definitive agreements or thereafter. Additionally, the Investor agrees to not lend its acquired Securities to short sellers.

Documentation Fee	The Company agrees to pay the Investor a one-time fee of $15,000 upon signing of this term sheet for the preparation of the Equity Purchase Agreement and Registration Rights Agreement and other transactional expenses.
Commitment Fee	Common Stock equal to 2.5% of the Offering Amount with piggyback registration rights. The Commitment Fee shares are priced at the closing price of the Company’s common stock the day prior to the signing of the definitive agreements.

Registration	The Company shall file an S-1 or prospectus supplement on a effective S-3, covering the Offering Amount and Commitment Fee with the SEC within 60 days of filing a 'Super 8-K.' The Investor shall agree to be named ‘underwriters” in such registration statement and to register the sale of shares received identified in the Registration Statement.
Confidentiality	The contents of the Term Sheet are confidential. The Company and the Investor each agrees that it will not show, circulate, or otherwise disclose the Term Sheet or its contents to any other person (other than its officers, employees, directors, affiliates and advisors, on a need-to-know basis).
Equity Blocker	4.99%

  

Signed: /s/ Ian James

Name: Ian James

Title CEO

 

Signed: /s/ Ronald Glenn

Name: Ronald Glenn

Title: Managing Member

Better For You Wellness Announces Results from its September 17, 2021, Board of Directors Meeting

 

On September 17, 2021, the Board of Directors of Better For You Wellness, Inc. (f.k.a. Fast Track Solutions, Inc.) Unanimously Voted to Approve Multiple Corporate Initiatives

 

Better For You Wellness, Inc., formerly known as Fast Track Solutions, Inc., (OTC: FTRK) ("Better For You Wellness" or the "Company"), an Ohio-based blank check company, is pleased to announce that, subsequent to the Company's recent appointment of five independent Directors to its Board of Directors (the "Board"), that it held its first Special Meeting of the Board of Directors on September 17, 2021 (the "Special Meeting") virtually with all seven members in attendance including Ian James, Stephen Letourneau, Montel Williams, Leslie Bumgarner, Joseph Watson, David Deming, and Dr. Nicola Finley, MD.

"I'm incredibly proud of the progress we've made and the initiatives we're working on," commented Ian James, Chief Executive Officer of Better For You Wellness. "Over the last eight weeks at the helm, the Company has begun the process for a name and ticker change, appointed five accomplished and renowned Independent Directors to its Board, and has now made further meaningful progress towards capital raising, M&A opportunities, up-listing, and more."

The major initiatives that were discussed, voted upon, and unanimously approved at the Special Meeting mark significant milestones in the Company's growth plan and up-listing initiatives:

 

Appointment of David Deming as Secretary of the Board

 

At the Special Meeting, the Board unanimously approved the appointment of David Deming as Secretary of the Board, effective immediately.

  

David Deming serves as Partner and Chief Operating Officer of ID Fund LLC, an investor-directed firm for accredited investors. Mr. Deming formerly served as a director of Sorrento Therapeutics Inc. (NASDAQ: SRNE), a clinical stage and commercial-stage biopharmaceutical company that develops therapies for cancer, autoimmune, inflammatory, viral, and neurodegenerative diseases, and has served on the board of numerous other public and private biotechnology companies, in addition to serving on the Board of Trustees of Hobart and William Smith Colleges for over a decade. Mr. Deming started fis career at J.P. Morgan in 1976 and was a Managing Director in charge of the Global Healthcare Investment Banking Group from 1991 to 2003. Mr. Deming received a B.A. in Economics from Hobart College in 1975.

 

Term Sheet for Purchase of up to $30,500,000 of the Company's Common Stock

 

At the Special Meeting, the Board unanimously approved the Company's execution of a Term Sheet with Williamsburg Venture Holdings, LLC (the "Term Sheet") for the purchase of up to $30,000,000 of the Company's Common Stock in a registered offering, as well as the purchase of up to $500,000 of the Company's Common Stock in a private placement prior to the registered offering.

 

Williamsburg Venture Holdings, LLC is a NYC-based private investment vehicle.

 

Subsequent to the Special Meeting of the Board, the Company entered into the Term Sheet and is in the process of preparing and negotiating Definitive Agreements with Williamsburg Venture Holdings, LLC.

The Company intends to use proceeds from the private placement for legal costs, filing fees, and more. The Company intends to use the proceeds from the registered offering for mergers, acquisitions, and more.

Retention of Securities Counsel

At the Special Meeting, the Board unanimously approved the Company's execution of an Engagement Agreement with Carter Ledyard & Milburn LLP (the "Engagement Agreement") for legal services related to mergers, acquisitions, or business combination transactions, as well as the Company's up-listing to a national securities exchange such as the NASDAQ or NYSE.

 

Carter Ledyard & Milburn LLP is a general practice law firm headquartered on Wall Street with clients around the globe and a foundation of over 165 years of legal service.

 

Subsequent to the Special Meeting of the Board, the Company entered into the Engagement Agreement.

 

Technology, Media and Advertising Engagements

At the Special Meeting, the Board unanimously approved the Company's execution of multiple agreements with SRAX, Inc. (NASDAQ: SRAX) (the "Technology, Media and Advertising Engagements") for 12 months of technology, media, and advertising services that will assist the Company in communicating with existing and prospective investors.

 

SRAX, Inc. is a technology company that leverages investor data and intelligence to maximize awareness and communication.

 

Subsequent to the Board's Special Meeting, the Company entered into the Technology, Media and Advertising Engagements.

 

Face-to-Face Meeting

At the Special Meeting, the Board further scheduled an in-person Board of Directors meeting on October 1, 2021 in Columbus, Ohio. Items expected to be discussed at the upcoming meeting include the evaluation of investment banking and capital markets advisory firms, and the formation of a Candidate Search Committee for potential members of a Compensation Committee and an Audit Committee.

Further to the Company's press release on August 19, 2021, The Company's name change from Fast Track Solutions, Inc. to Better For You Wellness, Inc. (the "Name Change") has become effective in the State of Nevada. The Company is still awaiting notification from FINRA that the Name Change has been processed. The Company is actively exploring and evaluating various business opportunities in the plant-based food, beverage, and consumer packaged goods ("CPG") categories including, but not limited to, mergers, acquisitions, or business combination transactions, after which the Company would cease to be a "shell" or "blank check" company.

"The Company intends to continue making rapid progress on its track to building a best-in-class leader in the plant-based wellness space and shall continue its parallel pursuit of up-listing to a national securities exchange such as the NASDAQ or NYSE," added Ian James. "On behalf of the entire Board, we are passionate about what we are building and look forward to what's next for the Company."

About Better For You Wellness, Inc.

 

Better For You Wellness, Inc., formerly known as Fast Track Solutions, Inc., (OTC: FTRK), is a Columbus, Ohio-based blank-check company that is exploring and evaluating various business opportunities in the plant-based food, beverage, and consumer packaged goods ("CPG") categories including, but not limited to, mergers, acquisitions, or business combination transactions, after which the Company would cease to be a "shell" or "blank check" company. Learn more at https://fasttracksolutionsinc.com/.

 

Forward-Looking Statements

 

This press release may contain forward-looking statements that involve risks and uncertainties. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology including "could," "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" and the negative of these terms or other comparable terminology. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested in this report. Except as required by applicable law, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results. Investors should refer to the risks disclosed in the Company's reports filed with SEC (https://www.sec.gov/).

 

 

 

 

 

 

 

 

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