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lsf20260421_8k.htm

false 0001650696

0001650696

2026-04-21 2026-04-21

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): April 21, 2026

Laird Superfood, Inc.

(Exact name of registrant as specified in its charter)

Nevada

1-39537

81-1589788

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

5303 Spine Road, Suite 204, Boulder, Colorado

80301

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (541) 588-3600

(Former name or former 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:

☐

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

Name of each exchange on which registered

Common Stock, $0.001 par value

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. ☐

INTRODUCTORY NOTE

On April 21, 2026 (the “Closing Date”), Laird Superfood, Inc. (the “Company”) completed its acquisition (the “Terrasoul Acquisition”) of all of the issued and outstanding equity interests of Terrasoul Superfoods, LLC (“Terrasoul”) from the Seller (as defined herein) pursuant to that certain securities purchase agreement, dated April 21, 2026 (the “Terrasoul Acquisition Agreement”), by and among the Company, Terrasoul, Superfoods Seller LLC (the “Seller”) and, solely for purposes of Section 8.16 of the Terrasoul Acquisition Agreement, the Guarantors set froth on Schedule 1 thereto.

On the Closing Date and concurrently with the closing of the Terrasoul Acquisition, the Company completed the issuance and sale of 60,000 shares of Series A Preferred Stock (the “Preferred Shares”) to the Investor (as defined herein) at $1,000 per share for an aggregate purchase price of $60.0 million (the “Subsequent Closing” and together with the Terrasoul Acquisition, the “Transactions”), pursuant to that certain investment agreement dated December 21, 2025 (as amended, the “Investment Agreement”), entered into by and among the Company, Gateway Superfood NSSIII Investment, LLC (“Gateway III”) and Gateway Superfood NSSIV Investment, LLC (“Gateway IV” and, together with Gateway III, the “Investor”). The proceeds from the sale of the Preferred Shares were used to complete the Terrasoul Acquisition.

Item 1.01. Entry into a Material Definitive Agreement.

Terrasoul Acquisition Agreement

As discussed in the Introductory Note, on the Closing Date, the Company entered into the Terrasoul Acquisition Agreement, pursuant to which, among other things, and subject to certain limitations set forth therein, the Company acquired from the Seller all of the Company Membership Interests (as defined in the Terrasoul Acquisition Agreement) which constitute all of the issued and outstanding equity interests of Terrasoul, for a purchase price of (i) $48.0 million in cash, subject to customary purchase price adjustments, including adjustments for working capital, cash, debt and transaction expenses and (ii) potential earnout consideration of up to $5.0 million in cash based on the achievement of certain 2026 Contribution Margin (as defined in the Terrasoul Acquisition Agreement) thresholds during the calendar year 2026.

The Terrasoul Acquisition closed concurrently with the execution of the Terrasoul Acquisition Agreement on the Closing Date. The Terrasoul Acquisition Agreement contains customary representations from the Company, on the one hand, and Terrasoul and the Seller, on the other hand.

The foregoing description of the Terrasoul Acquisition Agreement is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Terrasoul Acquisition Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Re

lsf20251124_8k.htm

false 0001650696

0001650696

2026-03-26 2026-03-26

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 26, 2026

Laird Superfood, Inc.

(Exact name of registrant as specified in its charter)

Nevada

1-39537

81-1589788

(State or other jurisdiction of incorporation)

(Commission File Number

(IRS Employer Identification No.)

5303 Spine Road, Suite 204, Boulder, Colorado

80301

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (541) 588-3600

(Former name or former 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:

☐

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

Name of each exchange

Common Stock, $0.001 par value

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. ☐

Item 2.02

Results of Operations and Financial Condition.

On March 26, 2026, Laird Superfood, Inc. issued a press release announcing its financial results for the year and quarter ended December 31, 2025. The press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information contained in this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press release dated March 26, 2026 (furnished pursuant to Item 2.02).

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: March 26, 2026

Laird Superfood, Inc.

By:

/s/ Anya Hamill

Name:

Anya Hamill

Title:

Chief Financial Officer