Laird Superfood Files 8-K: Material Agreement & Equity Sales

TL;DR

Laird Superfood filed an 8-K for a material agreement and equity sales on 12/21.

AI Summary

Laird Superfood, Inc. filed an 8-K on December 22, 2025, reporting on events occurring on December 21, 2025. The filing indicates a material definitive agreement, unregistered sales of equity securities, and Regulation FD disclosures. Specific details regarding the agreement or equity sales, including dollar amounts and parties involved, are not immediately available in this summary.

Why It Matters

This 8-K filing signals significant corporate activity for Laird Superfood, Inc., potentially impacting its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Laird Superfood, Inc. (company) — Registrant
• December 21, 2025 (date) — Date of earliest event reported
• December 22, 2025 (date) — Date of report

FAQ

Key Financial Figures

• $0.001 — Name of each exchange Common Stock, $0.001 par value LSF NYSE American Indic
• $38.5 million — GSC from Encore for a purchase price of $38.5 million in cash, subject to customary purchase
• $2.0 million — red to pay Navitas a termination fee of $2.0 million plus certain public company accounting
• $1.0 million — red to pay Navitas a termination fee of $1.0 million plus accounting expenses up to the Acco
• $500,000 — red to pay Navitas a termination fee of $500,000 plus accounting expenses up to the Acco
• $1,000 — eferred Stock ") at a purchase price of $1,000 per share for gross proceeds of $50.0 m
• $50.0 million — $1,000 per share for gross proceeds of $50.0 million at closing (the " Nexus Investment " an
• $25.0 million — itional Shares must be for a minimum of $25.0 million and be used to fund substantially concu
• $3.57 — tock "), at a fixed conversion price of $3.57 (subject to certain customary anti-dilu
• $2.20 — d basis for in-the-money instruments at $2.20 per share, approximately 53.5% of the C

Filing Documents

• lsf20251220_8k.htm (8-K) — 72KB
• ex_901513.htm (EX-2.1) — 658KB
• ex_901436.htm (EX-3.1) — 227KB
• ex_901439.htm (EX-10.1) — 369KB
• ex_901438.htm (EX-10.2) — 80KB
• ex_901437.htm (EX-10.3) — 233KB
• ex_901512.htm (EX-99.1) — 26KB
• lsf_logo.jpg (GRAPHIC) — 6KB
• 0001437749-25-038540.txt ( ) — 2122KB
• lsf-20251221.xsd (EX-101.SCH) — 3KB
• lsf-20251221_def.xml (EX-101.DEF) — 12KB
• lsf-20251221_lab.xml (EX-101.LAB) — 15KB
• lsf-20251221_pre.xml (EX-101.PRE) — 12KB
• lsf20251220_8k_htm.xml (XML) — 3KB

01

Item 1.01 Entry into a Material Definitive Agreement. Navitas Acquisition Agreement On December 21, 2025, Laird Superfood, Inc. (the " Company ") entered into a securities purchase agreement (the " Navitas Acquisition Agreement ") by and among the Company, Encore Consumer Capital Fund II, LP (" Encore "), in its capacity as a Seller (defined below) and the Seller representative, The Ira and Joanna Haber Family Trust, Dated October 5, 2015 (the " Haber Family Trust "), Advantage Capital Agribusiness Partners, L.P. (" Advantage Capital ," together with Encore and the Haber Family Trust, the " Sellers "), and, solely with respect to Section 12.16 thereof, Global Superfoods Corp. (" GSC "), pursuant to which, following the receipt of the Company Stockholder Approval (defined below), the Company will acquire, directly or indirectly, (i) all of the issued and outstanding units of Navitas LLC (" Navitas ") from the Sellers and (ii) all of the issued and outstanding capital stock of GSC from Encore for a purchase price of $38.5 million in cash, subject to customary purchase price adjustments, including a working capital adjustment (the " Navitas Acquisition "). GSC is a holding company with no operations whose purpose is to hold units of Navitas. Conditions to Closing The closing of the Navitas Acquisition and the transactions contemplated by the Navitas Acquisition Agreement (the " Closing ") are subject to the satisfaction of various customary closing conditions, including, among others, (i) the Preferred Stock Issuance (defined below) being duly approved by the majority of votes cast at a special meeting of the Company's stockholders (the " Special Meeting " and the approval of the Preferred Stock Issuance, " Company Stockholder Approval "), (ii) the absence of any applicable law or judgment preventing, enjoining, restraining or otherwise prohibiting the consummation of the Navitas Acquisition and the transactions contemplated by the Navitas Acquisition Agreemen

02

Item 3.02 Unregistered Sales of Equity Securities. The disclosure set forth above in Item 1.01 of this Current Report relating to the Initial Shares, the Additional Shares and the Conversion Shares is incorporated by reference herein. The Initial Shares, the Additional Shares and the Conversion Shares that may be issued in connection with the Investment Agreement will not be initially registered under the Securities Act of 1933, as amended (the " Securities Act "), and will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

01

Item 7.01 Regulation FD Disclosure. On December 22, 2025, the Company issued a press release announcing the execution of the Navitas Acquisition Agreement and the Investment Agreement. The press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 7.01 by reference. The information included under Item 7.01 of this Current Report (including Exhibit 99.1) is being furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Forward-Looking Statements

Forward-Looking Statements Certain statements contained in this Current Report constitute "forward-looking statements" as defined in Section 27A of the Securities Act and Section 21E of the Exchange Act, that are based on current expectations, estimates, forecasts and assumptions and are subject to risks and uncertainties. Words such as "anticipate," "assume," "began," "believe," "budget," "continue," "could," "estimate," "expect," "forecast," "goal," "intend," "may," "plan," "potential," "predict," "project," "seek," "should," "target," "would" and variations of such words and similar expressions are intended to identify such forward-looking statements. Investors are cautioned that any such statements are not guarantees of future performance and that actual results or developments may differ materially from those projected in the forward-looking statements. Forward-looking statements in this Current Report may include, but are not limited to, statements relating to (i) the proposed Transactions and their expected terms, timing and closing, including receipt of required approvals, satisfaction of other customary closing conditions and expected changes and appointments to the Board, (ii) estimates of future synergies, growth opportunities, savings and efficiencies, (iii) expectations regarding the Company's ability to effectively integrate assets and properties it may acquire as a result of the Navitas Acquisition, (iv) expectations of the continued listing of the Company's Common Stock on the NYSE American and (v) expectations of future plans, priorities, focus and benefits of the proposed Transactions. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, including but not limited to (i) the ability of the parties to consummate the proposed Transactions in a timely manner or at all, (ii) satisfaction of the conditions precedent to consummation of the Nexus Investment and the Navitas

View Full Filing

View this 8-K filing on SEC EDGAR