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Smart for Life Announces Updates on Successful Completion of Restructuring Program

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Smart for Life (Nasdaq: SMFL) has announced the successful completion of its restructuring program, which included debt and equity financing, asset sales, and the liquidation of senior debt. The restructuring has improved the company's net shareholders' equity to an estimated $6 million, a six-fold increase. Additionally, the company has reduced losses and eliminated substantial ongoing interest expenses. Two notable nutraceutical executives, Heather Granato and Loren Brown, have joined the board to support business development and acquisition efforts.

However, Smart for Life has received a delisting notification from Nasdaq due to delayed filing of its Form 10-Q. The company is working to regain compliance and anticipates filing the report upon completing its audit.

Positive
  • Successful restructuring program completed
  • Net shareholders' equity increased to an estimated $6 million
  • Significant reduction in losses and interest expenses
  • Addition of two prominent nutraceutical executives to the board
  • Enhanced business development and acquisition potential
Negative
  • Received Nasdaq delisting notification for delayed Form 10-Q
  • Uncertainty regarding regaining compliance with Nasdaq listing requirements

The restructuring program significantly transformed Smart for Life's financial health. The recapitalization through equity and debt financings, combined with the liquidation of senior debt, led to an approximate 6-fold improvement in Net Shareholders’ Equity, reaching a projected $6 million. This enhancement is important as it strengthens the company's balance sheet and reduces ongoing interest expenses.

From a financial perspective, eliminating substantial debt and converting it into equity lowers the company's risk profile, making it more attractive to investors. Additionally, the sale and leaseback of the manufacturing facility in Doral and the sale of non-performing assets help streamline operations, potentially improving profitability. The reduction in losses and the conversion of debt to equity align with industry norms as common strategies for distressed companies.

However, it's important to note that despite these improvements, the company is still facing compliance issues with Nasdaq due to delayed filings of Form 10-Q. This poses a risk to its stock price and market perception. Investors should monitor the company's ability to meet regulatory requirements and maintain its listing on Nasdaq.

Short-term, the stock might see volatility due to compliance uncertainties. Long-term, if the company can maintain financial discipline and execute its 'Buy-and-Build' strategy effectively, it could see sustainable growth.

The addition of two prominent nutraceutical executives to the Board of Directors is a strategic move by Smart for Life. Heather Granato and Loren Brown bring significant industry expertise and connections that can bolster the company’s business development and acquisition pipeline. This move aligns with the company's 'Buy-and-Build' strategy, which aims to expand its market presence through strategic acquisitions.

The expertise of the new board members in regulatory compliance, product development and marketing can help Smart for Life navigate the complex nutraceutical market more effectively. This can lead to faster commercialization of new products and potentially open up new revenue streams.

Short-term, the market might respond positively to these strategic appointments, viewing them as a sign of strong leadership and growth potential. Long-term, the effectiveness of these appointments will depend on how well the board members can leverage their industry connections to drive business development and secure valuable acquisitions.

The company's receipt of a notification letter from Nasdaq about delinquent filing of Form 10-Q is a major concern. Compliance with Nasdaq listing requirements is critical for maintaining investor confidence and market presence. The hearings panel's decision will be pivotal in determining the company's future on the Nasdaq Capital Market. While the management is optimistic about regaining compliance, there's no guarantee that Nasdaq will accept their plan.

Continued non-compliance could lead to delisting, which would significantly impact the stock's liquidity and market access. Additionally, it could trigger negative sentiment among investors, leading to a further decline in stock price.

Short-term, investors should be cautious and closely monitor updates related to Nasdaq compliance. Long-term, if the company can resolve these compliance issues, it could restore investor confidence and stabilize its market position.

Program Has Provided Material Loss Reductions and Transformation of the Company’s Balance Sheet; Company Provides Update on Timing for Form 10-Q

MIAMI, May 28, 2024 (GLOBE NEWSWIRE) -- Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a distinguished leader in the Health & Wellness sector specializing in the marketing and manufacturing of nutritional supplements and foods, today announced further updates on the successful completion of the Company’s comprehensive restructuring program.

As previously announced, the comprehensive program included recapitalization of the Company with equity and debt financings, the sale of certain non-performing assets, the sale and leaseback of the Company’s 18,000 sq. ft. Doral manufacturing facility, the sale of 51% of Ceautamed Worldwide, LLC, a subsidiary, for $3.4 million and the successful liquidation of the Company’s senior debt facility with Diamond Creek Capital. In addition, the Company converted substantial debt obligations to equity materially improving the Company’s balance sheet resulting in an approximate 6-fold positive enhancement of the Company’s Net Shareholders’ Equity to an expected $6 million. The debt conversions also eliminated significant ongoing interest expense incurred by the Company.

“This sets the stage for the next chapter of Smart for Life, as we have effectively addressed a broad spectrum of challenges facing the Company, while successfully eliminating and converting significant amounts of debt to equity as part of our recapitalization initiatives,” stated Darren Minton, CEO of Smart for Life. “These initiatives have strengthened our balance sheet, yielding an expected net shareholder's equity of $6 million. Additionally, we have reduced losses across all fronts, significantly enhancing the financial viability of Smart for Life. We are now poised to substantially expand our pipeline of potential acquisitions as part of our Buy-and-Build strategy.”

Accelerated Acquisition Pipeline Development

As part of the Company’s restructuring and business development initiatives, the Company added two prominent nutraceutical executives to the Company’s Board of Directors and as advisors. As part of their prospective activities, they will communicate to the industry at large the Company’s increased business development and buy-side initiatives.

On April 18, the Company announced the election of Heather Granato to the Company’s Board of Directors. Ms. Granato, a prominent industry executive, brings decades of nutraceutical industry experience, a career in journalistic outreach, content creation and marketing initiatives to Smart for Life and the Board.

On March 11, the Company announced the election of Loren Brown to the Company’s Board of Directors as well as an advisor to the Company. Mr. Brown is a prominent 20-year industry veteran specializing in regulatory compliance, product development, and testing solutions for dietary supplements, supporting clients in commercializing health and wellness products in the human and animal markets. 

“As we first mentioned when our board was enhanced, the enormous value of the addition of both Heather and Loren to the Smart for Life team cannot be overstated,” commented Mr. Minton. “Their impressive credentials impart enormous credibility and the significant depth and reach of their contacts and relationships in the industry has already started to play a major role in business development as well as future acquisition opportunities. I have no doubt they will be tremendous assets to Smart for Life.”

Form 10-Q Report

On May 21, 2024, the Company received an additional notification letter from Nasdaq indicating that the Company is now delinquent in filing its Form 10-Q for the period ended March 31, 2024, which serves as an additional basis for the delisting of the Company’s securities from The Nasdaq Capital Market. The letter stated that the hearings panel will consider this matter in rendering a determination regarding the Company’s continued listing on Nasdaq. In that regard, the letter stated that the Company should present its views with respect to this additional deficiency to the hearings panel no later than May 28, 2024.

At the hearing, which was held on March 12, 2024, the Company presented its plan for regaining compliance with the Equity Rule and presented its views with respect to the additional deficiency relating to the annual meeting, and requested a further extension so that it may complete the execution of its plan. Although the Company believes its plan will be sufficient to enable it to regain compliance, no assurance can be provided that Nasdaq will ultimately accept the Company’s plan or that the Company will ultimately regain compliance with the Equity Rule or the Bid Rule.

Notably, the Company filed a Form 8-K on March 7, 2024 disclosing that, as a result of its restructuring plan, including recapitalization with equity and debt financings, the sale of certain non-performing assets and the liquidation of its senior debt facility, the Company had stockholder’s equity of over $2.5 million. In addition, through further improvements to the balance sheet, the Company has an estimated stockholders’ equity of $6 million as of the date hereof.

The Company management anticipates filing the Form 10-Q report upon completion of the Company’s audit.

About Smart for Life, Inc.

Smart for Life, Inc. (Nasdaq: SMFL) is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on Health & Wellness. Structured as a publicly held holding company, the Company is executing a Buy-and-Build strategy with serial accretive acquisitions creating a vertically integrated company. To drive growth and earnings, Smart for Life is developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels. The Company recently concluded the execution of a restructuring plan including recapitalization of the Company with equity and debt financings, the sale of certain non-performing assets, the sale and leaseback of the Company’s 18,000 sq. ft. Doral manufacturing facility and the successful liquidation of the Company’s senior debt facility. In addition, the Company converted substantial debt obligations to equity materially improving the Company’s balance sheet. The Company has signed a definitive agreement for the acquisition of Purely Optimal Nutrition, which is expected to add additional revenue and EBITDA. For more information about Smart for Life, please visit: www.smartforlifecorp.com.

Forward-Looking Statements

This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions and expectations of Smart for Life’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although Smart for Life believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Smart for Life does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Smart for Life will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause Smart for Life’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Disclaimer

The information provided in this press release is intended for general knowledge only and is not a substitute for professional medical advice or treatment for specific medical conditions. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition. This information is not intended to diagnose, treat, cure or prevent any disease.

Investor Relations Contact

Crescendo Communications, LLC
Tel: (212) 671-1021
SMFL@crescendo-ir.com


FAQ

What is the impact of Smart for Life's restructuring program?

The restructuring program has significantly improved Smart for Life's financial stability, increasing net shareholders' equity to an estimated $6 million and reducing losses and interest expenses.

What changes did Smart for Life make to its board of directors?

Smart for Life added Heather Granato and Loren Brown, both prominent nutraceutical executives, to its board to enhance business development and acquisition efforts.

What is the current status of Smart for Life's Nasdaq listing?

Smart for Life received a delisting notification from Nasdaq due to delayed filing of its Form 10-Q. The company is working to regain compliance and anticipates filing the report upon completing its audit.

How has Smart for Life addressed its debt obligations?

Smart for Life converted substantial debt obligations to equity, eliminating significant ongoing interest expenses and improving the company's balance sheet.

What are Smart for Life's plans for future acquisitions?

Following the restructuring, Smart for Life plans to expand its pipeline of potential acquisitions as part of its Buy-and-Build strategy, supported by new board members with extensive industry experience.

Smart for Life, Inc.

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About SMFL

well-known for its popularity from clients across the u.s. and canada, the smart for life® cookie diet is more than just a weight loss company. it is committed to helping its clients lose weight, gain health and positively impact the environment along the way. over the past 7 years, smart for life® has helped hundreds of thousands of people lose hundreds of thousands of pounds - improving their health, appearance and happiness. founded by dr. sasson moulavi, md, a bariatric physician, smart for life® is based on his realizations of how food affects our health and uses the american society of bariatric physicians (asbp) guidelines. the asbp is a 50-year old organization teaching physicians the fundamentals of weight loss. smart for life® recognizes that food should be free of chemicals such as pesticides and preservatives, and produces its food with triple-filtered water and pesticide-free organic food ingredients. in order to truly compete with the wide variety of unhealthy fast food a