Laird Superfood Changes State of Incorporation to Nevada

Ticker: LSF · Form: 8-K · Filed: Jan 3, 2024 · CIK: 1650696

Complexity: simple

Sentiment: neutral

Topics: corporate-governance, legal-change, 8-K

TL;DR

**Laird Superfood just switched its legal home from Oregon to Nevada, which could change shareholder rights.**

AI Summary

Laird Superfood, Inc. (LSF) filed an 8-K on January 3, 2024, reporting a change in its state of incorporation from Oregon to Nevada, effective December 29, 2023. This move, often done for corporate governance flexibility or tax benefits, could impact shareholder rights and the company's legal framework. Investors should note this change as it might signal strategic shifts or efforts to optimize operations, potentially affecting the stock's long-term value.

Why It Matters

This change in incorporation state can alter the legal rights of shareholders and the company's operational flexibility, potentially impacting its governance and future strategic decisions.

Risk Assessment

Risk Level: low — While a change in incorporation state can have legal implications, it's a procedural move that typically doesn't pose immediate, significant financial risk to investors.

Analyst Insight

A smart investor would research the corporate laws of Nevada versus Oregon to understand how this change might affect shareholder rights, corporate governance, and potential tax implications for Laird Superfood, Inc. (LSF).

Key Players & Entities

FAQ

What was the specific date the change in incorporation state for Laird Superfood, Inc. became effective?

The change in incorporation state for Laird Superfood, Inc. became effective on December 29, 2023, as stated in the 'Date of Report (Date of earliest event reported)' section of the 8-K filing.

Which SEC form was used by Laird Superfood, Inc. to report this event?

Laird Superfood, Inc. used Form 8-K, a 'CURRENT REPORT,' to disclose this event, as indicated at the top of the filing.

What was Laird Superfood, Inc.'s previous state of incorporation before this change?

Before this change, Laird Superfood, Inc.'s previous state of incorporation was Oregon, as mentioned in the 'State or other jurisdiction of incorporation' section, which now lists Nevada.

What is the trading symbol for Laird Superfood, Inc. and on which exchange is it registered?

The trading symbol for Laird Superfood, Inc. is LSF, and it is registered on the NYSE American exchange, as detailed under 'Securities registered pursuant to Section 12(b) of the Act'.

What is the business address listed for Laird Superfood, Inc. in the filing?

The business address listed for Laird Superfood, Inc. is 5303 Spine Road, Suite 204, Boulder, Colorado 80301, with a business phone number of (541) 588-3600.

Filing Stats: 1,019 words · 4 min read · ~3 pages · Grade level 14.4 · Accepted 2024-01-02 21:42:19

Filing Documents

03           Material Modification to Rights of Security Holders

Item 3.03           Material Modification to Rights of Security Holders.   As previously disclosed, the Board of Directors of Laird Superfood, Inc. (the "Company") approved, and recommended that its stockholders approve, a proposal to redomesticate the Company from a Delaware corporation to a Nevada corporation (the "Redomestication") by means of a plan of conversion (the "Plan of Conversion"), as described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on October 10, 2023 (the "Proxy Statement").   On December 29, 2023, the Company filed articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the Redomestication became effective on December 31, 2023 at 11:59 p.m. Eastern Time (the "Effective Time"). At the Effective Time:     the Company's domicile changed from the State of Delaware to the State of Nevada; and     the affairs of the Company ceased to be governed by the Delaware General Corporation Law and the Company's existing certificate of incorporation and bylaws, and instead became governed by the Nevada Revised Statutes and the articles of incorporation attached as Annex C to the Proxy Statement (the "Nevada Charter) and the bylaws attached as Annex D to the Proxy Statement (the "Nevada Bylaws").   The Redomestication did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company's current employees, including management. The Redomestication did not affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Redomestication. The daily business operations of the Company will

01           Financial Statements and Exhibits

Item 9.01           Financial Statements and Exhibits.   (d)         Exhibits   Exhibit No. Description 2.1 Plan of Conversion (incorporated by reference to Annex B to the Company's definitive proxy statement on Schedule 14A filed with the SEC on October 10, 2023) 3.1 Articles of Incorporation of Laird Superfood, Inc. 3.2 Bylaws of Laird Superfood, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).            

SIGNATURES

SIGNATURES   Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   Date: January 2, 2024          Laird Superfood, Inc.   By: /s/ Steve Richie Name:         Steve Richie Title:         General Counsel and Corporate Secretary    

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