LSF Laird Superfood Inc

 

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): August 9, 2023

Laird Superfood, Inc.

(Exact name of registrant as specified in its charter)

Delaware		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

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		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. ☐

 

MACROBUTTON DocID 4127-4715-9615 v2

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Item 3.02	Unregistered Sales of Equity Securities.

On August 3, 2023, Laird Superfood, Inc. (the “Company”) entered into a sponsorship and support agreement with KP River Birch LLC (“KPRB”) relating to certain brand ambassador services. Pursuant to the agreement, the Company issued to KPRB, among other consideration, restricted stock units relating to 100,000 shares of the Company’s common stock, vesting quarterly over four quarters, and a stock option to purchase up to 300,000 shares at a price of $1.00 per share, which stock option expires ten years from the grant date. In addition, the Company agreed to issue to KPRB or its designee additional restricted stock units that could be settleable for up to an additional 600,000 shares of the Company’s common stock upon the Company’s stock price reaching certain pre-defined thresholds between $2.00 and $7.00 per share.

The restricted stock units and stock options were issued, and the additional restricted stock units and shares underlying the restricted stock units and stock options will be issued, in private placements exempt from the registration requirements of the Securities Act of 1933, as amended, in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act, on the basis that the issuance of the securities does not involve a public offering and is made without general solicitation or general advertising.

 

Item 7.01	Regulation FD Disclosure.

On August 9, 2023, the Company issued a press release regarding the brand ambassador arrangement disclosed under Item 3.02 above. The press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, 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 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 August 9, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

MACROBUTTON DocID 4127-4715-9615 v2

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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: August 9, 2023				Laird Superfood, Inc.
				By:		/s/ Anya Hamill
				Name:		Anya Hamill
				Title:		Chief Financial Officer

 

MACROBUTTON DocID 4127-4715-9615 v2

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Exhibit 99.1

 

FORMER US NAVY SEAL SHAWN RYAN JOINS FORCES WITH LAIRD SUPERFOOD AS BRAND AMBASSADOR AND SHAREHOLDER

 

Host of “The Shawn Ryan Show” Teams Up with Big-Wave Pioneer Laird Hamilton and Volleyball Legend Gabrielle Reece to Make Real, Functional Foods Accessible for All

BOULDER, CO., August 9, 2023 – Laird Superfood, Inc. (NYSE American: LSF) announces that former US Navy SEAL, CIA contractor, and top-rated podcast host Shawn Ryan is partnering with the company as a shareholder and Brand Ambassador. This partnership kicks off Laird Superfood’s mission to amplify its voice through powerful ambassadors with passions for real, functional food. The team-up is a strong connection for both Laird Superfood, leader in functional food, and Ryan, host of a #1 Social and Cultural podcast on Spotify and Apple, aligning their shared dedication to helping consumers optimize their daily performance with the natural, functional benefits of plants.

“I have incorporated mushrooms into my diet for some time now and seen the difference they can make in my personal wellness,” said Ryan. “I have also been growing my platform to tell the stories of people searching for the truth and challenging the norm. The chance to combine those passions by working with Laird Superfood and telling the story of its founder Laird Hamilton is an opportunity I am extremely excited to pursue.”

This partnership seamlessly integrates with Ryan’s personal lifestyle focusing on a combination of physical and mental wellness, as well as The Shawn Ryan Show’s new scope hosting guests in the fields of health and wellness, society and culture, philosophy and more. The podcast currently has 1.78 million followers on YouTube, with 5 million downloads on Spotify and Apple Podcast in July alone. The show also hit the top five globally on Spotify last month.

Laird Superfood has some of the highest ingredient quality standards in the consumer packaged goods (CPG) industry to ensure they provide consumers with clean and functional foods that support energy, focus and balance. The flavors in Laird Superfoods are derived from real foods found in nature; the products do not contain any artificial ingredients. All products are inspired by the lives of founders Laird Hamilton and Gabby Reece, including their active lifestyle, their quest to consume only the best foods on the planet, and their passion for making clean, plant-based foods accessible to all.

“Shawn embodies the lifestyle and mission of the Laird Superfood brand, and we are excited to welcome him to the team,” said Jason Vieth, CEO of Laird Superfood. “We look forward to creating a sustainable, long-term partnership with Shawn that will reinforce our shared values and goals.”

Ryan’s favorite Laird Superfood products include the Sweet & Creamy with Adaptogens Superfood Creamer and Organic Performance Mushrooms.

This news comes on the heels of Laird Superfood’s new packaging rebrand, which debuted at the Natural Products Expo West in March 2023.

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About Laird Superfood

Laird Superfood, Inc. creates award-winning, plant-based superfood products that are both delicious and functional. The Company's products are designed to enhance daily rituals and keep consumers fueled naturally throughout the day. The Company was co-founded in 2015 by the world's most prolific big-wave surfer, Laird Hamilton. Laird Superfood offerings are environmentally conscientious, responsibly tested, and made with real ingredients. Shop all products online at lairdsuperfood.com and join the Laird Superfood community on social media (@lairdsuperfood) for the latest news and daily doses of inspiration.

About Shawn Ryan (@shawnryan762)

Shawn Ryan is the founder of Vigilance Elite and the creator and host of the hit podcast The Shawn Ryan Show. Ryan, himself a former US Navy SEAL and CIA contractor with 14 years of service spanning multiple combat operations, developed the series to document the untold stories of war, loss, and redemption from the men and women who lived them.

Ryan expanded the mission of the series to directly assist and coach veterans on how to apply their skill-sets to the civilian sector. Now, The Shawn Ryan Show has grown into a pipeline for veterans transitioning from service to entrepreneurship, raising over 1 million via crowdfunding to support these causes. The program is now widening scope to explore topics and guests in society, culture, and current events.

Shawn Ryan is a proud member of Veteran Advocacy Services, a group that assists members of the armed forces in navigating the complexities of the VA. Ryan is also a strong proponent of psychedelic research for the mental health & TBI treatment of the veteran community.

 

Press Contact:

Ashley Beenen

Stanton & Company

ashley@stanton-company.com

 

Crystal Yang Edwards

Stanton & Company

crystal@stanton-company.com

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v3.23.2

Document And Entity Information	Aug. 09, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 09, 2023
Entity Registrant Name	Laird Superfood, Inc.
Entity Central Index Key	0001650696
Entity Emerging Growth Company	true
Securities Act File Number	1-39537
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	81-1589788
Entity Address, Address Line One	5303 Spine Road
Entity Address, Address Line Two	Suite 204
Entity Address, City or Town	Boulder
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80301
City Area Code	541
Local Phone Number	588-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Ex Transition Period	false
Title of 12(b) Security	Common Stock
Trading Symbol	LSF
Security Exchange Name	NYSEAMER

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