LSF Laird Superfood
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2021
Laird Superfood, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|275 W. Lundgren Mill Drive, Sisters, Oregon||97759|
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (888) 670-6796
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:
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
Name of each exchange on which registered
|Common Stock, par value $0.001 per share||LSF||NYSE American|
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 ☒
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. ☐
Regulation FD Disclosure.
On May 4, 2021, Laird Superfood, Inc. (the “Company”) issued a press release announcing the Transaction (as defined below). The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. The information in this Item 7.01 and in Exhibit 99.1 to this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
On May 3, 2021, the Company entered into a definitive agreement to purchase all of the outstanding membership interest units in Picky Bars, LLC (“Picky Bars”), for a cash-free, debt-free purchase price of approximately ten million dollars in cash, subject to customary working capital adjustments and 53,133 shares of Company common stock, subject to certain vesting conditions (the “Transaction”). The Transaction closed simultaneously with execution of the agreement.
Founded in 2010 in the home kitchens of professional endurance athletes Jesse Thomas, Lauren Fleshman, and Stephanie Rothstein Bruce, Picky Bars was created to provide a nutritionally balanced, real-food fuel option that is easy to digest and built for performance. Picky Bars, headquartered in Bend, Oregon, manufactures a portfolio of products including bars, oatmeal, granola, and nut butter. Picky Bars’ direct-to-consumer platform includes the Picky Club, a monthly subscription box and loyalty program.
There was no material relationship between Picky Bars and the Company or any of the Company’s affiliates, directors, or officers, or any associate of the Company’s directors or officers.
Financial Statements and Exhibits.
|99.1||Press release dated May 4, 2021|
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: May 4, 2021|
Laird Superfood, Inc.
/s/ Valerie Ells
Chief Financial Officer