Laird Superfood (LSF) triples revenue on Navitas and Terrasoul acquisitions, adds $110M in preferred equity
Rhea-AI Filing Summary
Laird Superfood, Inc. reported sharply higher scale in the quarter and six months ended June 30, 2026, driven by the acquisitions of Navitas Organics and Terrasoul Superfoods. Net sales rose to $41.3 million in Q2 2026 from $12.0 million a year earlier, and to $55.2 million year-to-date from $23.6 million, with Navitas and Terrasoul contributing $29.4 million in Q2 and $31.1 million year-to-date.
Despite integration and transaction costs, operating loss was modest at $1.9 million in Q2 and $4.9 million year-to-date, while a discrete tax benefit related to acquired deferred tax liabilities reduced the year-to-date net loss to only $54 thousand. Adjusted EBITDA improved to $3.0 million in Q2 and $1.8 million year-to-date.
Total assets increased to $145.7 million, including $31.8 million of goodwill and $42.1 million of intangible assets from the acquisitions, and cash, cash equivalents, and restricted cash rose to $23.2 million. To fund the acquisitions, the company issued 110,000 shares of Series A Preferred Stock for $110.0 million, classified as mezzanine equity and accreting toward a maximum redemption value of $140.6 million, with $1.1 million of accretion year-to-date.
Positive
- Net sales more than doubled year-over-year to $55.2 million for the six months ended June 30, 2026, from $23.6 million in 2025, reflecting materially increased scale from the Navitas and Terrasoul acquisitions.
- Adjusted EBITDA improved to $1.8 million year-to-date 2026 from $0.5 million in the prior-year period, indicating better underlying earnings after adding back non-cash and acquisition-related items.
- Year-to-date net loss narrowed sharply to $54 thousand from $518 thousand, aided by a $4.7 million discrete tax benefit tied to acquired deferred tax liabilities in the Navitas transaction.
- Liquidity strengthened, with cash, cash equivalents, and restricted cash increasing to $23.2 million at June 30, 2026 from $5.3 million at December 31, 2025, primarily from $110.0 million of preferred equity financing.
Negative
- Significant mezzanine preferred overhang: 110,000 shares of Series A Preferred Stock carry cumulative 5.0% PIK dividends and accrete toward a $140.6 million maximum redemption value, reducing common equity through deemed dividends.
- Common shareholders face substantial dilution and control concentration, as affiliates of Nexus hold Series A Preferred Stock representing approximately 73.8% beneficial ownership of common stock on a fully diluted, as-converted basis.
- High customer and receivable concentration, with two customers representing a combined 43% of accounts receivable and 36% of Q2 2026 sales, increasing exposure to individual counterparties.
- Balance sheet now heavily goodwill and intangibles, totaling $73.9 million (goodwill of $31.8 million and intangible assets of $42.1 million), which could be subject to future impairment if acquisition performance underwhelms.
Filing Explained
Nexus affiliates represent 73.8% of fully diluted common ownership; preferred seniority and potential conversion alter common holders’ priority and ownership mechanics.
The Form 10-Q is an unaudited quarterly report. As of
The preferred stock ranks senior to common stock for dividends and liquidation distributions, votes with common holders on an as-converted basis, and gives holders approval rights over certain adverse changes or new parity or senior securities.
Each preferred share is convertible at the holder’s option at an initial price of
The Terrasoul acquisition also creates a cash earn-out obligation of up to
The acquisition accounting remains preliminary: the Navitas allocation is expected to be finalized by
Key Figures
Key Terms
mezzanine equity financial
contingent consideration financial
Series A Preferred Stock financial
Adjusted EBITDA financial
earn-out financial
Earnings Snapshot
FAQ
How did Laird Superfood (LSF) revenue change in the latest quarter?
What was Laird Superfood (LSF) profitability for the six months ended June 30, 2026?
What goodwill and intangible assets did Laird Superfood (LSF) record from recent acquisitions?
What are the key terms of Laird Superfood (LSF) Series A Preferred Stock?
How much contingent consideration is tied to the Terrasoul acquisition at Laird Superfood (LSF)?
AI-generated analysis. How Rhea-AI works. Not financial advice.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to_________
Commission File Number:
Laird Superfood, Inc.
(Exact name of registrant as specified in its charter)
| | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
| |
| |
| |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
| ☐ |
| Accelerated filer |
| ☐ |
| |
| ☒ |
| Smaller reporting company |
| |
|
|
|
|
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 10, 2026 the registrant had
TABLE OF CONTENTS
|
|
Page |
| Part I. Financial Information |
|
| Item 1. Financial Statements (unaudited) |
4 |
| Unaudited Consolidated Condensed Balance Sheets |
4 |
| Unaudited Consolidated Condensed Statements of Operations |
5 |
| Unaudited Consolidated Condensed Statements of Stockholders’ Equity |
6 |
| Unaudited Consolidated Condensed Statements of Cash Flows |
7 |
| Notes to Unaudited Consolidated Condensed Financial Statements |
8 |
| Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations |
26 |
| Item 3. Quantitative and Qualitative Disclosures About Market Risk |
35 |
| Item 4. Controls and Procedures |
35 |
| Part II. Other Information |
36 |
| Item 1. Legal Proceedings |
36 |
| Item 1A. Risk Factors |
36 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
36 |
| Item 3. Defaults Upon Senior Securities |
36 |
| Item 4. Mine Safety Disclosures |
36 |
| Item 5. Other Information |
36 |
| Item 6. Exhibits |
37 |
| Signatures |
38 |
Laird, our logo and other trademarks or service marks appearing in this report are the property of Laird Superfood, Inc. Trade names, trademarks and service marks of other companies appearing in this report are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names included in this report are without the ®, or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.
Unless the context otherwise indicates, references to “Laird Superfood,” “we,” “our,” “us” and the “Company” refer to Laird Superfood, Inc. and its subsidiary on a consolidated basis.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements convey our current expectations or forecasts of future events and are not guarantees of future performance. Such forward-looking statements are based on numerous assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may be forward-looking statements. When we use the words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “seeks,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, we are identifying forward-looking statements.
Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking statements. Key factors that could cause actual results to be different than expected or anticipated include, but are not limited to:
| ● |
our limited operating history and ability to become profitable; |
| ● |
our ability to manage our growth, including our human resource requirements; |
| ● |
our reliance on third parties for raw materials and production of our products; |
| ● |
our future capital resources and needs; |
| ● |
our ability to retain and grow our customer base; |
| ● |
our reliance on independent distributors for a substantial portion of our sales; |
| ● |
our ability to evaluate and measure our business, prospects, and performance metrics; |
| ● |
our ability to compete and succeed in a highly competitive and evolving industry; |
| ● |
the health of the premium organic and natural food industry as a whole; |
| ● |
risks related to our intellectual property rights and developing a strong brand; |
| ● |
our reliance on key personnel, including Laird Hamilton and Gabrielle Reece; |
| ● |
regulatory risks; |
| ● |
the risk of substantial dilution from future issuances of our equity securities; |
| ● |
tariffs and trade-related policies; |
| ● |
our ability to integrate acquired businesses; and |
| ● |
the other risks described herein and in our Annual Report on Form 10-K for the year ended December 31, 2025. |
In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-looking statements, which are inherently unreliable and speak only as of the date of this Quarterly Report on Form 10-Q. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. When considering forward-looking statements, you should keep in mind the cautionary statements in this report. We qualify all our forward-looking statements by these cautionary statements. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
LAIRD SUPERFOOD, INC.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
| As of | ||||||||
| June 30, 2026 | December 31, 2025 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Goodwill | ||||||||
| Right-of-use assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities, Mezzanine Equity, and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Related party liabilities | ||||||||
| Contingent consideration | ||||||||
| Lease liabilities, current portion | ||||||||
| Total current liabilities | ||||||||
| Lease liabilities | ||||||||
| Total liabilities | ||||||||
| Mezzanine equity | ||||||||
| Series A preferred stock, $ par value, shares authorized and shares issued and outstanding at June 30, 2026. | ||||||||
| Total mezzanine equity | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, $ par value, shares authorized at June 30, 2026 and December 31, 2025; issued and outstanding at June 30, 2026; and issued and outstanding at December 31, 2025. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities, mezzanine equity, and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.
LAIRD SUPERFOOD, INC.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended |
Six Months Ended |
|||||||||||||||
| June 30, |
June 30, |
|||||||||||||||
| 2026 |
2025 |
2026 |
2025 |
|||||||||||||
| Sales, net |
$ | $ | $ | $ | ||||||||||||
| Cost of goods sold |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Gross profit |
||||||||||||||||
| General and administrative |
||||||||||||||||
| Salaries, wages, and benefits |
||||||||||||||||
| Other general and administrative |
||||||||||||||||
| Total general and administrative expenses |
||||||||||||||||
| Sales and marketing |
||||||||||||||||
| Marketing and advertising |
||||||||||||||||
| Selling |
||||||||||||||||
| Total sales and marketing expenses |
||||||||||||||||
| Total operating expenses |
||||||||||||||||
| Operating loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income |
||||||||||||||||
| Loss before income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income tax benefit (expense) |
( |
) | ( |
) | ||||||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Less: Accretion of paid-in-kind preferred dividends |
( |
) | ( |
) | ||||||||||||
| Net loss attributable to common stockholders |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss per share: |
||||||||||||||||
| Basic |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted |
||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.
LAIRD SUPERFOOD, INC.
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Mezzanine Equity |
Stockholders’ Equity |
|||||||||||||||||||||||||||
| Preferred Stock |
Common Stock |
Additional |
Accumulated |
|||||||||||||||||||||||||
| Shares |
Amount |
Shares |
Amount |
Paid-in Capital |
Deficit |
Total |
||||||||||||||||||||||
| Balances, January 1, 2026 |
$ | $ | $ | $ | ( |
) | ||||||||||||||||||||||
| Stock-based compensation |
— | — | ||||||||||||||||||||||||||
| Common stock issuances, net of taxes |
— | ( |
) | ( |
) | |||||||||||||||||||||||
| Stock options exercised |
— | |||||||||||||||||||||||||||
| Series A preferred stock issued |
— | |||||||||||||||||||||||||||
| Series A preferred stock issuance costs |
— | ( |
) | — | ||||||||||||||||||||||||
| Accretion of paid-in-kind preferred dividends |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Net income |
— | — | ||||||||||||||||||||||||||
| Balances, March 31, 2026 |
$ | $ | $ | ( |
) | $ | ||||||||||||||||||||||
| Stock-based compensation |
— | — | ||||||||||||||||||||||||||
| Common stock issuances, net of taxes |
— | ( |
) | ( |
) | |||||||||||||||||||||||
| Stock options exercised |
— | |||||||||||||||||||||||||||
| Series A preferred stock issued |
— | |||||||||||||||||||||||||||
| Series A preferred stock issuance costs |
— | ( |
) | — | ||||||||||||||||||||||||
| Accretion of paid-in-kind preferred dividends |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Balances, June 30, 2026 |
$ | $ | $ | ( |
) | $ | ||||||||||||||||||||||
| Mezzanine Equity |
Stockholders’ Equity |
|||||||||||||||||||||||||||
| Preferred Stock |
Common Stock |
Additional |
Accumulated |
|||||||||||||||||||||||||
| Shares |
Amount |
Shares |
Amount |
Paid-in Capital |
Deficit |
Total |
||||||||||||||||||||||
| Balances, January 1, 2025 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
| Stock-based compensation |
— | — | ||||||||||||||||||||||||||
| Common stock issuances, net of taxes |
— | ( |
) | ( |
) | |||||||||||||||||||||||
| Stock options exercised |
— | |||||||||||||||||||||||||||
| Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Balances, March 31, 2025 |
$ | $ | $ | ( |
) | $ | ||||||||||||||||||||||
| Stock-based compensation |
— | — | ||||||||||||||||||||||||||
| Common stock issuances, net of taxes |
— | ( |
) | ( |
) | |||||||||||||||||||||||
| Stock options exercised |
— | |||||||||||||||||||||||||||
| Net loss |
— | — | ( |
) | ( |
) | ||||||||||||||||||||||
| Balances, June 30, 2025 |
$ | $ | $ | $ | ( |
) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.
LAIRD SUPERFOOD, INC.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended June 30, |
||||||||
| 2026 |
2025 |
|||||||
| Cash flows from operating activities |
||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash from operating activities: |
||||||||
| Depreciation and amortization |
||||||||
| Stock-based compensation |
||||||||
| Provision for inventory obsolescence |
||||||||
| Deferred income tax benefit (release of valuation allowance) |
( |
) | ||||||
| Other operating activities, net |
||||||||
| Changes in operating assets and liabilities, net of acquisition: |
||||||||
| Accounts receivable |
( |
) | ( |
) | ||||
| Inventory |
( |
) | ( |
) | ||||
| Prepaid expenses and other current assets |
||||||||
| Operating lease liability |
( |
) | ( |
) | ||||
| Accounts payable |
( |
) | ||||||
| Accrued expenses |
||||||||
| Related party liabilities |
( |
) | ||||||
| Net cash from operating activities |
( |
) | ( |
) | ||||
| Cash flows from investing activities |
||||||||
| Purchase of property and equipment |
( |
) | ( |
) | ||||
| Acquisition of a business, net of cash acquired (Note 2) |
( |
) | ||||||
| Net cash from investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities |
||||||||
| Common stock issuances, net of taxes |
( |
) | ||||||
| Preferred stock issuances |
||||||||
| Preferred stock issuance costs |
( |
) | ||||||
| Net cash from financing activities |
( |
) | ||||||
| Net change in cash, cash equivalents, and restricted cash |
( |
) | ||||||
| Cash, cash equivalents, and restricted cash, beginning of period |
||||||||
| Cash, cash equivalents, and restricted cash, end of period |
$ | $ | ||||||
| Supplemental disclosures of non-cash activities |
||||||||
| Accretion of paid-in-kind preferred dividends |
$ | $ | ||||||
| Fair value of contingent consideration liability established in the acquisition of a business (Note 2) |
$ | $ | ||||||
| Deferred common stock issuance costs included in accrued expenses at the beginning of the year |
$ | $ | ||||||
| Change in taxes withheld to cover net issuances of incentive stock awards included in accrued expenses at the beginning of the year |
$ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.
1. Summary of Significant Accounting Policies and Estimates
Financial Statement Preparation
The accompanying unaudited consolidated condensed financial statements (the “balance sheet(s),” “statement(s) of operations,” “statement(s) of stockholders' equity,” and “statement(s) of cash flows,” collectively, the “financial statements”) include the accounts of Laird Superfood, Inc., a Nevada corporation, and its wholly owned subsidiaries, Navitas LLC (“Navitas”), Global Superfoods Corp (“GSC”), Terrasoul Superfoods, LLC (“Terrasoul”) and Picky Bars, LLC (collectively, the “Company,” or “Laird Superfood”). In management's opinion, the financial statements contain all adjustments, which are normal recurring adjustments, necessary for a fair presentation of the Company's financial position and its results of operations, changes in stockholders’ equity, and cash flows for the interim periods presented in this report.
Segment information is prepared on the same basis that the Company's Chief Executive Officer, who is deemed to be the Company's Chief Operating Decision Maker (the “CODM”), reviews financial information for operational decision-making purposes. The Company has operating and reportable segment. See Note 16 for information on the Company's segment.
The financial statements and related financial information should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2026. The financial information as of December 31, 2025 was derived from the audited consolidated financial statements and notes for the fiscal year ended December 31, 2025 included in Item 8 of the 2025 Form 10-K. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the footnotes and management's discussion and analysis of the consolidated financial statements in the 2025 Form 10-K. Certain information in footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) has been condensed or omitted pursuant to the rules and regulations of the SEC and the accounting standards for interim financial statements.
The Company's historical results are not necessarily indicative of future operating results, and the operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2026 or any other period.
Subsequent Events
Subsequent events are events or transactions that occur after the balance sheet date but before the financial statements are available to be issued. The Company has evaluated events and transactions subsequent to June 30, 2026 for potential recognition of disclosure in the financial statements and determined that there were no such subsequent events.
2. Business Combinations
Navitas Acquisition
On March 12, 2026 (the “Navitas Closing Date”), the Company acquired all of the issued and outstanding units of Navitas LLC (“Navitas”), a Delaware limited liability company, and all of the issued and outstanding capital stock of Global Superfoods Corp (“GSC”), a holding company with no operations whose sole purpose is to hold units of Navitas, pursuant to that certain Securities Purchase Agreement, dated December 21, 2025 (the “Acquisition Agreement”), by and among the Company, Encore Consumer Capital Fund II, LP (“Encore”), The Ira and Joanna Haber Family Trust, Dated October 5, 2015, and Advantage Capital Agribusiness Partners, L.P. (collectively, the “Navitas Sellers”). The Transactions were approved by the Company’s stockholders at a special meeting held on March 11, 2026.
Navitas is a leading premium organic superfood brand founded in 2003, offering high-quality organic superfoods across natural and conventional grocery, club, and e-commerce channels. The Company acquired Navitas to expand its product portfolio and distribution reach in the premium natural and functional foods market, accelerating its strategy to build a scaled positive nutrition platform.
The aggregate consideration paid to the Navitas Sellers was $
Accounting Treatment
The Navitas Acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Under the acquisition method, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values as of the Navitas Closing Date. The excess of consideration transferred over the estimated fair value of net identifiable assets acquired is recorded as goodwill.
Preliminary Purchase Price Allocation
The purchase price allocation set forth below is preliminary. The Navitas Closing Date was March 12, 2026, and the Company has not yet completed its valuation of all assets acquired and liabilities assumed. The Company expects to finalize the purchase price allocation no later than March 12, 2027. Any adjustments to the preliminary estimates will be recognized retrospectively as adjustments to the opening balance sheet amounts within the measurement period permitted under ASC 805.
The following table summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the Navitas Closing Date:
| Consideration | ||||
| Cash | $ | |||
| Fair value of total consideration transferred | $ | |||
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
| Cash and cash equivalents, and restricted cash | $ | |||
| Accounts receivable, net | ||||
| Inventory | ||||
| Prepaid expenses and other current assets | ||||
| Property and equipment, net | ||||
| Intangible assets, net | ||||
| Right-of-use assets | ||||
| Total assets acquired | ||||
| Accounts payable | ||||
| Accrued expenses | ||||
| Lease liabilities, current portion | ||||
| Lease liabilities | ||||
| Deferred tax liabilities | ||||
| Total liabilities assumed | ||||
| Total identifiable net assets | ||||
| Goodwill | $ |
Certain amounts noted above are preliminary and subject to change during the respective measurement period (up to one year from the acquisition date) as we obtain additional information for the preliminary fair value estimates of the assets acquired and liabilities assumed. The primary preliminary estimates that are not yet finalized relate to certain assets and liabilities assumed, identifiable intangible assets, income taxes and residual goodwill.
Goodwill of $
Acquired Intangible Assets
The following table summarizes the components of identifiable intangible assets acquired as of the Navitas Closing Date:
| Estimated Useful | Fair Value | ||||
| Brand names |
| $ | |||
| Distributor relationships |
| ||||
| Product portfolio |
| ||||
| Total intangible assets acquired | $ | ||||
Acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives, which have a weighted-average useful life of approximately
Acquisition-Related Costs
The Company incurred acquisition-related transaction costs of approximately $
Post-Acquisition Results
From the Navitas Closing Date through June 30, 2026, Navitas contributed net sales of approximately $
Terrasoul Acquisition
On April 21, 2026 (the “Terrasoul Closing Date”), the Company completed its acquisition of all of the issued and outstanding equity interests of Terrasoul , a Delaware limited liability company, pursuant to that certain securities purchase agreement, dated April 21, 2026 (the “Terrasoul Acquisition Agreement”), by and among the Company, Terrasoul, and Superfoods Seller LLC (the “Terrasoul Sellers”) and, solely for the purposes of Section 8.16 of the Terrasoul Acquisition Agreement, the Guarantors set forth on Schedule 1 thereto.
The aggregate consideration paid to the Terrasoul Sellers was $
Accounting Treatment
The Terrasoul Acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations. Under the acquisition method, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values as of the Terrasoul Closing Date. The excess of consideration transferred over the estimated fair value of net identifiable assets acquired is recorded as goodwill.
Preliminary Purchase Price Allocation
The purchase price allocation set forth below is preliminary. The Terrasoul Closing Date was April 21, 2026, and the Company has not yet completed its valuation of all assets acquired and liabilities assumed. The Company expects to finalize the purchase price allocation no later than April 21, 2027. Any adjustments to the preliminary estimates will be recognized retrospectively as adjustments to the opening balance sheet amounts within the measurement period permitted under ASC 805.
The following table summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the Terrasoul Closing Date:
| Consideration | ||||
| Cash | $ | |||
| Contingent consideration (earn-out) | ||||
| Fair value of total consideration transferred | $ | |||
| Recognized amounts of identifiable assets acquired and liabilities assumed | ||||
| Cash and cash equivalents, and restricted cash | $ | |||
| Accounts receivable, net | ||||
| Inventory | ||||
| Prepaid expenses and other current assets | ||||
| Property and equipment, net | ||||
| Intangible assets, net | ||||
| Right-of-use assets | ||||
| Total assets acquired | ||||
| Accounts payable | ||||
| Accrued expenses | ||||
| Lease liabilities, current portion | ||||
| Lease liabilities | ||||
| Total liabilities assumed | ||||
| Total identifiable net assets | ||||
| Goodwill | $ |
Certain amounts noted above are preliminary and subject to change during the respective measurement period (up to one year from the acquisition date) as we obtain additional information for the preliminary fair value estimates of the assets acquired and liabilities assumed. The primary preliminary estimates that are not yet finalized relate to certain assets and liabilities assumed, identifiable intangible assets, income taxes and residual goodwill.
Goodwill of $
Acquired Intangible Assets
The following table summarizes the components of identifiable intangible assets acquired as of the Terrasoul Closing Date:
| Estimated Useful Life | Fair Value | ||||
| Brand names |
| $ | |||
| Distributor relationships |
| ||||
| Product portfolio |
| ||||
| Total intangible assets acquired | $ | ||||
Acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives, which have a weighted-average useful life of approximately
Contingent Consideration
Under the Purchase Agreement, the Company is obligated to pay the Seller additional cash consideration of up to $
The contingent consideration is classified as a liability and is remeasured to fair value at each reporting date, with changes in fair value recognized in earnings within other income (expenses) on the statements of operations. The undiscounted range of possible outcomes is $
| Contingent consideration liability | Amount | |||
| Balance at April 21, 2026 (acquisition-date fair value) | $ | |||
| Change in fair value | ||||
| Balance at June 30, 2026 | $ | |||
The fair value of the contingent consideration is sensitive to changes in the significant unobservable inputs, principally the projected 2026 Contribution Profit and the probabilities assigned to each scenario. A significant increase (decrease) in projected 2026 Contribution Profit, or in the probability weighting of higher-outcome scenarios, would result in a higher (lower) fair value of the contingent consideration liability. See Note 4 for more information on the significant unobservable inputs used in the measurement as of June 30, 2026.
Acquisition-Related Costs
The Company incurred acquisition-related transaction costs of approximately $
Post-Acquisition Results
From the Terrasoul Closing Date through June 30, 2026, Terrasoul contributed net sales of approximately $
Supplemental Pro Forma Information (Unaudited)
The following unaudited supplemental pro forma financial information presents the combined results of the Company, Navitas, and Terrasoul, as if the acquisitions had occurred on January 1, 2025:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Sales, net | $ | $ | $ | $ | ||||||||||||
| Net income (loss) | $ | $ | $ | ( | ) | $ | ||||||||||
The pro forma results reflect adjustments for amortization of acquired intangible assets, tax impacts, elimination of intercompany transactions, and removal of historical interest expense, as if incurred on January 1, 2025. This supplemental information is presented for informational purposes only and is not necessarily indicative of what the consolidated results of operations would have been had the acquisitions occurred on January 1, 2025, nor is it indicative of future consolidated results.
3. Mezzanine Equity
On the Navitas Closing Date, the Company issued and sold
On the Terrasoul Closing Date, the Company issued and sold
The Company has authorized
The material terms of the Series A Preferred Stock, as set forth in the Certificate of Designation of the Series A Preferred Stock (the “Certificate of Designation”), are summarized below.
| ● | Ranking. The Series A Preferred Stock ranks senior to the Company’s common stock with respect to dividend rights and rights on the distribution of assets upon liquidation, dissolution or winding up of the Company. No shares of parity or senior securities were outstanding on June 30, 2026. | |
|
| ||
| ● | Dividends. The Series A Preferred Stock accrues cumulative dividends, payable in kind, at an annual rate of | |
|
| ||
| ● | Liquidation. Upon any liquidation, dissolution or winding up of the Company, each holder of Series A Preferred Stock is entitled to receive, before any distribution to holders of common stock, a per-share amount equal to the greater of (i) the accumulated stated value plus accrued dividends and the remaining dividends that would accrue through the fifth anniversary of the Navitas Closing Date, and (ii) the amount the holder would have received on an as-converted basis (the “Repurchase Price”). | |
|
| ||
| ● | Conversion. Each share of Series A Preferred Stock is convertible at the option of the holder into common stock at an initial conversion price of $ | |
|
| ||
| ● | Redemption. The Series A Preferred Stock is redeemable at the Repurchase Price upon (i) a Fundamental Change (which includes a | |
|
| ||
| ● | Voting. Holders of Series A Preferred Stock vote with the holders of common stock as a single class on an as-converted basis. Certain actions by the Company, including amendments to the Certificate of Designation that are adverse to the holders and the creation or issuance of parity or senior securities, require the prior written approval of the holders of a majority of the outstanding Series A Preferred Stock. |
Because the Series A Preferred Stock becomes redeemable at the holder’s option on the seventh anniversary of March 11, 2026 based solely on the passage of time, the Company has concluded that it is probable of becoming redeemable and, in accordance with ASC 480-10-S99-3A, has elected to accrete the carrying value of the Series A Preferred Stock to its maximum redemption value using the interest method over the period to the holder’s first redemption date. Under this method, the initial carrying value of $
4. Fair Value Measurements
The Company measures and discloses the fair value of its financial assets and liabilities in accordance with ASC Topic 820, Fair Value Measurement. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value as follows:
Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
Level 3 — Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair value of the asset or liability.
A financial instrument's categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company recognizes transfers between levels, if any, as of the end of the reporting period in which the transfer occurs. There were no transfers between levels during the periods presented.
Recurring Fair Value Measurements
The following tables present the Company's assets and liabilities measured at fair value on a recurring basis, by level within the fair value hierarchy, as of June 30, 2026 and December 31, 2025:
| June 30, 2026 | Level 1 |
Level 2 |
Level 3 |
Total | ||||||||||||
| Assets: | ||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||
| Liabilities: | ||||||||||||||||
| Contingent consideration | $ | $ | $ | $ | ||||||||||||
| Total liabilities at fair value | $ | $ | $ | $ | ||||||||||||
| December 31, 2025 | Level 1 |
Level 2 |
Level 3 |
Total | ||||||||||||
| Assets: | ||||||||||||||||
| Money market funds | $ | $ | $ | $ | ||||||||||||
| Total assets at fair value | $ | $ | $ | $ | ||||||||||||
Money market funds are classified within cash and cash equivalents on the condensed consolidated balance sheets and are valued using quoted prices in active markets (Level 1). The Company held
The contingent consideration liability relates to the earn-out arising from the Terrasoul acquisition and is presented as a separate “Contingent consideration” line item within current liabilities on the condensed consolidated balance sheet. See Note 2, Business Combinations, for additional information regarding the earn-out arrangement.
Changes in Level 3 Fair Value Measurements
The following table presents a reconciliation of the contingent consideration liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the six months ended June 30, 2026:
| Contingent consideration liability | Amount | |||
| Balance at December 31, 2025 | $ | |||
| Contingent consideration recognized in connection with the Terrasoul acquisition | ||||
| Change in fair value recognized in earnings | ||||
| Balance at June 30, 2026 | $ | |||
Changes in the fair value of the contingent consideration liability are recognized in other income (expenses) within the condensed consolidated statements of operations. For the three and six months ended June 30, 2026, the Company recognized a loss of $
Valuation Technique and Significant Unobservable Inputs
The fair value of the contingent consideration was estimated using a probability-weighted scenario analysis, under which possible outcomes for the Company's 2026 Contribution Profit (as defined in Note 2) were assigned probabilities and the resulting earn-out payments were discounted to present value. The following table summarizes the significant unobservable inputs used in the Level 3 measurement as of June 30, 2026:
| Valuation technique | Unobservable input | Input value |
| Probability-weighted scenario analysis | Discount rate | |
| Projected 2026 Contribution Profit | $11.3M – 12.2M+ | |
| Scenario probabilities | |
The fair value measurement of the contingent consideration is sensitive to changes in the significant unobservable inputs, principally the projected 2026 Contribution Profit and the probabilities assigned to each scenario. A significant increase (decrease) in projected 2026 Contribution Profit, or in the probability weighting assigned to higher-outcome scenarios, would result in a significantly higher (lower) fair value of the contingent consideration liability, subject to the contractual maximum of $
Nonrecurring Fair Value Measurements
Assets acquired and liabilities assumed in a business combination are measured at fair value on a nonrecurring basis as of the acquisition date. The identifiable intangible assets, inventory, property and equipment, and lease-related assets and liabilities recognized in connection with the Terrasoul acquisition were measured using significant unobservable inputs (Level 3). See Note 2, Business Combinations, for further information.
Other Financial Instruments
The carrying amounts of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued expenses approximate their fair values due to the short-term nature of these instruments. The Company had
5. Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash are highly liquid instruments with an original maturity of three months or less when purchased. For the purposes of the statements of cash flows, the Company includes cash on hand, cash in clearing accounts, cash on deposit with financial institutions, investments with an original maturity of three months or less, and restricted cash in determining the total balance.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets as of:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||
Amounts in restricted cash represent those that are required to be set aside by contractual agreements which either require the Company to utilize the funds only for specific, contractually identified purposes, or are restricted to collateralize borrowings against company credit cards.
6. Inventory
Inventory is stated at the lower of cost or net realizable value, or the value of consideration that can be received upon sale of said product, with approximate costs determined on a first-in first-out basis. Inventories consist primarily of raw materials, packaging, and finished goods, and inventory costs include co-packing fees, indirect labor, and allocable overhead. The following table presents the components of inventory as of:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Raw materials and packaging | $ | $ | ||||||
| Finished goods | ||||||||
| Total Inventory | $ | $ | ||||||
The Company periodically reviews the value of items in inventory and provides write-offs of inventory based on current market assessments, which are charged to cost of goods sold. For the three and six months ended June 30, 2026, the Company recorded $
7. Property, Plant, and Equipment
Property and equipment, net, is comprised of the following as of:
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Depreciation | Net Carrying Amount | Gross Carrying Amount | Accumulated Depreciation | Net Carrying Amount | |||||||||||||||||||
| Furniture and office equipment | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Leasehold improvements | ( | ) | ( | ) | ||||||||||||||||||||
| Factory equipment | ( | ) | ||||||||||||||||||||||
| Construction in progress | ||||||||||||||||||||||||
| $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
8. Goodwill and Intangible Assets
Goodwill
Goodwill represents the excess of consideration transferred over the fair value of net identifiable assets acquired in a business combination. Goodwill is not amortized but is tested for impairment annually as of October 1, or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. The Company has a single reporting unit and performs its goodwill impairment test at the consolidated level. There were
The changes in the carrying amount of goodwill for the six months ended June 30, 2026 were as follows:
| Balance, January 1, 2026 | $ | |||
| Goodwill acquired in the Navitas Acquisition | ||||
| Goodwill acquired in the Terrasoul Acquisition | ||||
| Balance, June 30, 2026 | $ |
The goodwill acquired in the Navitas and Terrasoul acquisitions are allocated to the Company’s single reporting unit and reflect the expected synergies from combining their operations with those of the Company, including expanded omnichannel distribution, manufacturing capabilities, enhanced supply chain capabilities, and the strategic value of established brand and consumer relationships in the organic superfoods category. See Note 2 for additional information regarding the business combinations. The measurement periods for the Navitas and Terrasoul acquisitions remain open as of June 30, 2026, and the amounts recorded are preliminary and subject to adjustment during the measurement period, which will not exceed one year from the respective acquisition dates.
Intangible Assets
Intangible assets are comprised of the following as of:
| June 30, 2026 | December 31, 2025 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||
| Brand names ( years) | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Distributor relationships ( years) | ( | ) | $ | |||||||||||||||||||||
| Product portfolios (- years) | ( | ) | ( | ) | ||||||||||||||||||||
| Other intangible assets ( years) | ( | ) | ( | ) | ||||||||||||||||||||
| Definite-lived intangible assets | ( | ) | ( | ) | ||||||||||||||||||||
| Related party license agreements (indefinite) | ||||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
The weighted-average remaining useful life of all the Company’s intangible assets is
The estimated amortization expense for each of the next five years and thereafter is as follows:
| 2026 (excluding the six months ended June 30, 2026) | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| Thereafter | ||||
| Total | $ |
9. Leases
The Company has entered into operating lease agreements for corporate office and warehouse spaces with varying lease terms.
For the periods presented below, the components of lease expense were as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Operating leases | ||||||||||||||||
| Operating lease cost | $ | $ | $ | $ | ||||||||||||
| Variable lease cost | ||||||||||||||||
| Operating lease expense | ||||||||||||||||
| Short-term lease rent expense | ||||||||||||||||
| Total rent expense | $ | $ | $ | $ | ||||||||||||
As of June 30, 2026, future minimum payments during the next five years and thereafter are as follows:
| 2026 (excluding the six months ended June 30, 2026) | ||||
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Total | ||||
| Less imputed interest | ( | ) | ||
| Operating lease liabilities | $ |
10. Income Taxes
A reconciliation of current and deferred income tax (benefit) expense for the three and six months ended June 30, 2026 and 2025 is as follows:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Current income tax: | ||||||||||||||||
| Federal | $ | $ | $ | $ | ||||||||||||
| State | ( | ) | ||||||||||||||
| Total current income tax | ( | ) | ||||||||||||||
| Deferred income tax: | ||||||||||||||||
| Federal | ( | ) | ||||||||||||||
| State | ( | ) | ||||||||||||||
| Total deferred income tax | ( | ) | ||||||||||||||
| Total income tax (benefit) expense | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||
Current income tax expense in both periods consists of state income and franchise taxes; the Company had a tax net loss in each period and therefore recorded no current federal income tax. The Company has recorded a current state income tax payable of approximately $
Effective Tax Rate
The Company's effective tax rate was
Discrete Tax Benefit Related to the Navitas Acquisition
In connection with the Navitas Acquisition on March 12, 2026 (see Note 2, Business Combinations), the Company recorded $
Valuation Allowance
The Company continues to maintain a full valuation allowance against its net deferred tax assets. Management has determined that, after considering all available positive and negative evidence, including the Company's history of cumulative losses, projected future taxable income, and the reversal patterns of existing taxable and deductible temporary differences, it is more likely than not that the Company's net deferred tax assets will not be realized. The Company will continue to evaluate the realizability of its deferred tax assets in future periods and will adjust the valuation allowance when sufficient positive evidence indicates that all or a portion of the deferred tax assets are more likely than not to be realized.
Unrecognized Tax Benefits
There were no material changes to the Company's gross unrecognized tax benefits during the three and six months ended June 30, 2026.
For additional information on the Company's accounting policies for income taxes, components of deferred tax assets and liabilities, net operating loss and tax credit carryforwards, and open tax years, see Note 9 to the consolidated financial statements in the 2025 Form 10-K.
11. Stock Incentive Plan
The Company's stock-based compensation awards are issued under the Laird Superfood, Inc. 2020 Equity Incentive Plan (as amended, the "2020 Plan"). At the Company's Annual Meeting for Stockholders held on June 25, 2026, the Shareholders of the Company approved the 2020 Plan to (i) increase the aggregate number of shares of common stock of the Company available for issuance under the 2020 Plan by
For a description of the 2020 Plan, including the types of awards permitted, share authorization, vesting terms, and the methodologies used to determine the grant-date fair value of stock options and other awards, see Note 10 to the consolidated financial statements in the 2025 Form 10-K.
Stock-Based Compensation
The following table summarizes the Company’s stock-based compensation:
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, 2026 | June 30, 2025 | June 30, 2026 | June 30, 2025 | |||||||||||||
| Cost of goods sold | $ | $ | $ | $ | ||||||||||||
| General and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Total stock-based compensation | $ | $ | $ | $ | ||||||||||||
As of June 30, 2026, total unrecognized compensation cost related to non-vested stock-based awards was approximately $
During the six months ended June 30, 2026, the Company granted
12. Net Loss per Share
The Company computes basic and diluted earnings (loss) per share using the two-class method because the Series A Preferred Stock is a participating security that contractually participates with the Company’s common stock in any cash dividend or other distribution declared on the common stock on an as-converted basis. See Note 3 for a description of the terms of the Series A Preferred Stock, the Investment Agreement, and the related board designation rights. The Series A Preferred Stock does not have a contractual obligation to share in the Company’s losses.
Under the two-class method, net income is allocated between common stockholders and the holders of the Series A Preferred Stock (“Series A Preferred Stockholder”) based on their respective participation rights, and is computed using the more dilutive of (i) the two-class method with dilutive common share equivalents included in the denominator, with a corresponding reallocation of undistributed earnings, or (ii) the if-converted method, which adds preferred-as-converted shares to both the numerator (adding back preferred dividends) and the denominator. For the three and six months ended June 30, 2026, the if-converted method was more dilutive.
For periods in which the Company reports a net loss, no portion of the loss is allocated to the Series A Preferred Stock. Net loss attributable to common stockholders is adjusted for accretion of the Series A Preferred Stock to its maximum redemption value, which is treated as a deemed dividend to the Series A Preferred Stockholders and reduces income available to common stockholders. Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period.
Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the period, including employee stock options, restricted stock units, and common shares issuable on an as-converted basis upon conversion of the Series A Preferred Stock, using the treasury stock method or the if-converted method, as applicable. Potentially dilutive securities are excluded from the diluted loss per share computation when their effect would be anti-dilutive.
The following table sets forth the computation of basic and diluted net loss per share:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Numerator | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Less: Accretion of paid-in-kind preferred dividends | ( | ) | ( | ) | ||||||||||||
| Undistributed loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Allocation to common stockholders | % | % | % | % | ||||||||||||
| Undistributed loss - common | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Distributed earnings (preferred dividends to common) | ||||||||||||||||
| Net loss attributable to common - basic | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Reallocation of undistributed earnings (diluted) | ||||||||||||||||
| Net loss attributable to common - diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Denominator | ||||||||||||||||
| Weighted average common shares - basic | ||||||||||||||||
| Dilutive effect - incentive stock plan awards | ||||||||||||||||
| Weighted average common shares - diluted | ||||||||||||||||
| Net loss per common share | ||||||||||||||||
| Basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Anti-dilutive shares excluded | ||||||||||||||||
| Incentive stock plan awards (1) | ||||||||||||||||
| Series A Preferred Stock (as-converted) (3) | ||||||||||||||||
| (1) In the three and six months ended June 30, 2026 and 2025, the Company reported a net loss attributable to common shareholders and therefore all 1,620,876 and 2,451,477, respectively, of potential common shares underlying outstanding stock options and RSUs, as well as all shares of Series A Preferred Stock as converted, were excluded from the diluted computation as their inclusion would be anti-dilutive. | ||||||||||||||||
13. Concentrations
The following table details the concentration of vendor accounts payable balances in excess of 10% of total accounts payable at each period:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Vendor A | * | % | ||||||
| Vendor B | * | % | ||||||
| Vendor C | * | % | ||||||
| Vendor D | % | * | ||||||
| Total | % | % | ||||||
* Less than 10%.
The following table details the concentration of customer accounts receivable balances in excess of 10% of total trade accounts receivable at each period:
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Customer A | % | % | ||||||
| Customer B | % | % | ||||||
| Customer C | * | % | ||||||
| Customer D | % | * | ||||||
| Total | % | % | ||||||
* Less than 10%.
The following table details the concentration of sales to specific customers in excess of 10% of total gross sales for each period:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Customer A | % | % | % | % | ||||||||||||
| Customer B | 19 | % | % | % | % | |||||||||||
| Customer C | * | % | % | % | ||||||||||||
| Customer D | % | * | % | * | ||||||||||||
| Total | % | % | % | % | ||||||||||||
* Less than 10%.
During the periods presented below, the Company purchased a substantial portion of raw materials, packaging, and tolling from certain key suppliers. The following table details the concentration of purchases from specific suppliers in excess of 10% of total purchases:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Supplier A | * | % | * | % | ||||||||||||
| Supplier B | % | % | % | % | ||||||||||||
| Supplier C | % | * | % | * | ||||||||||||
| Total | % | % | % | % | ||||||||||||
* Less than 10%.
During the periods presented below, the Company purchased a substantial portion of raw materials and packaging originating from certain key geographical regions. The following table details the concentration of purchases from specific regions in excess of 10% of total purchases:
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Country A | * | % | * | % | ||||||||||||
| Country B | % | * | % | * | ||||||||||||
| Country C | % | * | % | % | ||||||||||||
| Total | % | % | % | % | ||||||||||||
* Less than 10%.
14. Related Parties
ASC Topic 850, Related Party Disclosures, requires that information about transactions with related parties that would influence decision making be disclosed so that users of the financial statements can evaluate their significance. The Company conducts business with suppliers and service providers who are also stockholders of the Company. From time to time, service providers are offered shares of common stock as compensation for their services. Shares provided as compensation are calculated based on the grant date fair value of the service provided. Additional material related party transactions are noted below.
License Agreements
See Note 13 to the consolidated financial statements in the 2025 Form 10-K for a description of the License and Preservation Agreement with Mr. Hamilton and Ms. Reece. There have been no changes to the agreement during the three and six months ended June 30, 2026.
Marketing Services
On October 26, 2022, the Company executed an influencer agreement with Ms. Reece to provide certain marketing services for the Company for a term ending December 31, 2025, with an option to renew for one-year terms. In connection with these services, the Company recognized advertising expenses totaling $
Nexus Capital Management LP — Controlling Stockholder
Gateway Superfood NSSIII Investment, LLC and Gateway Superfood NSSIV Investment, LLC (collectively, the “Investor”), each an affiliate of Nexus, are related parties of the Company. Nexus serves as investment manager to the Investor and may be deemed an indirect beneficial owner of the securities held thereby. Damian Giangiacomo, Michael Cohen, and Daniel Flesh are the owners of Nexus Capital Management LP and its general partner entities. Michael Cohen serves as a member of the Company's Board of Directors as a Nexus designee.
Following the issuance of Series A Convertible Preferred Stock at the Initial Closing on March 12, 2026 and the Subsequent Closing on April 21, 2026, affiliates of Nexus hold an aggregate of
See Note 3 — Mezzanine Equity for a description of the terms of the Series A Convertible Preferred Stock, the Investment Agreement, and the related board designation rights.
Advisory Agreement
In connection with the Company's acquisition of Terrasoul, the Company entered into an advisory agreement, dated April 21, 2026, with Dennis Botts, who prior to the acquisition was an indirect beneficial owner of
15. Revenue Recognition
As reflected in the table below, in accordance with ASC Topic 606, Revenue from Contracts with Customers, the Company disaggregates net sales from contracts with customers based on the characteristics of the products sold:
| Three Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
|||||||||||||||
| $ |
% of Total |
$ |
% of Total |
|||||||||||||
| Coffee solutions |
$ | % | $ | % | ||||||||||||
| Functional foods |
% | % | ||||||||||||||
| Superfood ingredients |
% | % | ||||||||||||||
| Gross sales |
% | % | ||||||||||||||
| Shipping income |
% | % | ||||||||||||||
| Discounts and promotional activity |
( |
) | ( |
)% | ( |
) | ( |
)% | ||||||||
| Sales, net |
$ | % | $ | % | ||||||||||||
| Six Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
|||||||||||||||
| $ |
% of Total |
$ |
% of Total |
|||||||||||||
| Coffee solutions |
$ | % | $ | % | ||||||||||||
| Functional foods |
% | % | ||||||||||||||
| Superfood ingredients |
% | % | ||||||||||||||
| Gross sales |
% | % | ||||||||||||||
| Shipping income |
% | % | ||||||||||||||
| Discounts and promotional activity |
( |
) | ( |
)% | ( |
) | ( |
)% | ||||||||
| Sales, net |
$ | % | $ | % | ||||||||||||
The Company generates revenue through two channels: e-commerce and wholesale, which is summarized below for the periods presented:
| Three Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
|||||||||||||||
| $ |
% of Total |
$ |
% of Total |
|||||||||||||
| E-commerce |
$ | % | $ | % | ||||||||||||
| Wholesale |
% | % | ||||||||||||||
| Sales, net |
$ | % | $ | % | ||||||||||||
| Six Months Ended June 30, |
||||||||||||||||
| 2026 |
2025 |
|||||||||||||||
| $ |
% of Total |
$ |
% of Total |
|||||||||||||
| E-commerce |
$ | % | $ | % | ||||||||||||
| Wholesale |
% | % | ||||||||||||||
| Sales, net |
$ | % | $ | % | ||||||||||||
Receivables from contracts with customers, net of estimated allowances for credit losses from non-payment as well as for trade promotional contracts with wholesale customers, are included in accounts receivable. Contract liabilities include deferred revenue, customer deposits, rewards programs, and refund liabilities, and are included in accrued expenses. All contract liabilities as of December 31, 2025, were recognized in net sales during the six months ended June 30, 2026. For the periods presented below, the balances of receivables from contracts with customers and contract liabilities were as follows:
| January 1, |
December 31, |
June 30, |
||||||||||
| 2025 |
2025 |
2026 |
||||||||||
| Accounts receivable, net |
$ | $ | $ | |||||||||
| Contract liabilities |
$ | ( |
) | $ | ( |
) | $ | ( |
) | |||
16. Reportable Segments
Under ASC 280, Segment Reporting, operating segments are components for which discrete financial information is regularly reviewed by the chief operating decision maker ("CODM") in allocating resources and assessing performance. The Company has operating and reportable segment: Superfood.
The Superfood segment, which is comprised of the Laird Superfood, Navitas, and Terrasoul brands, sells clean, functional coffee creamers, coffee, tea, and hot chocolate, hydration and beverage-enhancing products, organic superfood ingredients, and functional snacks.
Substantially all revenue is domestic; see Note 15 for revenue by product group and channel. Segment accounting policies are consistent with the Company's significant accounting policies, and there are no intersegment sales. The CODM is the Chief Executive Officer.
The CODM allocates resources and assesses performance using segment net loss. Significant segment expenses regularly provided to the CODM are cost of goods sold, general and administrative, marketing and advertising, and selling; other segment items are other income and income taxes. The CODM also reviews Adjusted EBITDA, which adjusts segment net loss for depreciation and amortization, stock-based compensation, income tax, other income, and business combination and integration costs. Segment assets equal consolidated total assets.
The Company acquired Navitas in March 2026 (operations from March 13, 2026) and Terrasoul in April 2026 (operations from April 22, 2026) and is integrating these brands into the Superfood segment.
Segment results and the reconciliation of net loss to Adjusted EBITDA follow.
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Adjusted for: | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Income tax (benefit) expense | ( | ) | ( | ) | ||||||||||||
| Other income | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Business combination and integration (a) | ||||||||||||||||
| Adjusted EBITDA | $ | $ | $ | $ | ||||||||||||
| (a) The Company incurred professional fees related to business combination and integration activities in the three and six months ended June 30, 2026. | ||||||||||||||||
17. Commitments and Contingencies
Purchase Commitments
Certain raw materials are purchased from suppliers under non-cancelable purchase contracts. The terms of the contracts consist of an agreed-upon quantity and price for the materials to be purchased. If the agreed-upon quantity is not purchased during the term of the contract, the Company will be obligated to the supplier for the difference between the contracted price and the market price received by the supplier on the quantity not purchased. Total estimated outstanding commitments were approximately $
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and results of operations of Laird Superfood, Inc. (together with its wholly owned subsidiaries on a consolidated basis, the "Company," "Laird Superfood," "our," "us," or "we") is a supplement to and should be read in conjunction with the unaudited consolidated condensed financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2025 (the "2025 Form 10-K"). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and the section titled “Risk Factors” included herein and in the 2025 Form 10-K.
Overview
Laird Superfood is a multi-brand superfoods platform comprised of the Laird Superfood, Navitas Organics, and Terrasoul Superfoods brands. Together, our brands create clean, minimally processed, functional foods, many of which incorporate nutrient-dense superfoods and adaptogens that may be beneficial in reducing stress, improving energy levels, enhancing mental performance, mood regulation, and immune system support. Our primary products include (i) coffee solutions and (ii) functional foods. Consumer preferences within the evolving food and beverage industry are shifting away from sugar-laden food and beverage products, as well as those containing highly processed and artificial ingredients. Our long-term goal is to build and scale a widely recognized superfoods platform that authentically focuses on recognizable ingredients, nutritional density, and functionality, which we believe will allow us to maximize penetration of a multi-billion-dollar opportunity in the grocery market. We generate revenue through two channels: e-commerce and wholesale.
Our e-commerce channel consists of (i) our direct-to-consumer ("DTC") business, which includes sales through lairdsuperfood.com, navitasorganics.com, terrasoul.com, and pickybars.com, (ii) Amazon.com, and (iii) other third-party online marketplaces. Our websites offer an authentic brand experience for our consumers that drives engagement through educational content. These platforms also provide us with direct consumer feedback for future product development. We view our proprietary database of customers ordering directly from our websites as a strategic asset, as it enhances our ability to develop long-term relationships with these customers. We believe the content on our websites allows us to educate our consumers on the benefits of our products and ingredients, while providing a positive customer experience.
Our wholesale channel consists of products sold through various retail outlets, including natural, specialty, and conventional grocery stores, club stores, and food service locations. We believe the diversity of our retail outlets, together with the expanded superfoods portfolio added through our Navitas and Terrasoul acquisitions, represents a strong competitive advantage for Laird Superfood and provides us with a larger total addressable market than would be considered normal for a food brand that is singularly focused on the grocery market.
For the three and six months ended June 30, 2026, the e-commerce channel made up 49% and 48% of our net sales, respectively. For the three and six months ended June 30, 2025, the e-commerce channel made up 52% and 53% of our net sales, respectively. For the three and six months ended June 30, 2026, the wholesale channel made up 51% and 52% of our net sales, respectively. For the three and six months ended June 30, 2025, the wholesale channel made up 48% and 47% of our net sales, respectively. The shift towards Wholesale is consistent with our strategy to expand our retail distribution footprint. As our business continues to shift toward wholesale, quarter-to-quarter variability may increase due to the timing of larger orders from key customers, however, long-term, we remain confident in the underlying demand trends in this channel.
Net sales increased to $41.3 million for the three months ended June 30, 2026 ("Q2 2026"), from $12.0 million for the three months ended June 30, 2025 ("Q2 2025"), driven by the incremental sales of Navitas and Terrasoul, which contributed $29.4 million.
Net sales increased to $55.2 million for the six months ended June 30, 2026 ("YTD 2026"), from $23.6 million for the six months ended June 30, 2025 ("YTD 2025"), driven by the incremental sales of Navitas and Terrasoul, which contributed $31.1 million.
Recent Developments
The Navitas Acquisition
On the Navitas Closing Date, we completed the Navitas Acquisition, pursuant to the terms of the Navitas Acquisition Agreement following the receipt of approval from our stockholders, we acquired (i) all of the issued and outstanding units of Navitas from the Navitas Sellers and (ii) all of the issued and outstanding capital stock of GSC, from Encore for a purchase price of $40.9 million in cash, subject to customary purchase price adjustments, including a working capital adjustment. GSC is a holding company with no operations whose purpose is to hold units of Navitas.
The Nexus Investment
On the Navitas Closing Date and concurrently with the closing of the Navitas Acquisition, we completed the transactions contemplated by the Investment Agreement entered into by and among the Company and the Investor, with the Investor being an affiliate of Nexus, pursuant to which the Investor purchased an aggregate of 50,000 initial shares (the “Initial Shares”) of Series A Preferred Stock (“Series A Preferred Stock”) at a purchase price of $1,000 per share for gross proceeds of $50.0 million at closing (the “Nexus Investment”). The net proceeds from the Nexus Investment were subsequently used to complete the Navitas Acquisition (the Nexus Investment together with the Navitas Acquisition, the “Transactions”). For additional information regarding the Investment Agreement, see the information under the heading “Liquidity and Capital Resources.”
Board Appointments
We approved changes to our Board in connection with the Transactions. As of the Navitas Closing Date, the number of directors serving on the Board was increased to nine, and we appointed Doug Behrens, Michael Cohen, Kayla Dean Obia, and Kristin Patrick as representatives nominated by Nexus (the “Nexus Designees”), with Grant LaMontagne remaining on the Board and being considered the fifth Nexus Designee. In the future, the number of Nexus representatives will adjust proportionately to Nexus’s ownership thresholds, subject to applicable law and stock exchange rules. Doug Behrens resigned effective May 18, 2026.
The Terrasoul Acquisition
On the Terrasoul Closing Date, we completed the Terrasoul Acquisition for a purchase price of (i) $50.4 million in cash, subject to customary purchase price adjustments, and (ii) the estimated fair value of contingent consideration of $4.1 million in cash payable upon the achievement of specified performance-based milestones following the Terrasoul Closing Date. Terrasoul is a vertically integrated, branded superfoods platform offering a portfolio of products including nuts, seeds, dried fruits, powders, baking ingredients, and functional beverage mix-ins, sourced globally and processed and packaged in-house. We acquired Terrasoul to expand our product portfolio, broaden our distribution footprint across e-commerce, foodservice, and retail channels, and further our strategy of building a scaled platform in the superfoods and functional nutrition category.
The Subsequent Issuance
On the Terrasoul Closing Date, we concurrently completed the Subsequent Issuance pursuant to the exercise of our option under the Investment Agreement to require the Investor to purchase the Additional Shares, as approved by a majority of the disinterested directors of the Board on March 27, 2026. The net proceeds from the Subsequent Issuance were used to fund the Terrasoul Acquisition. An aggregate of 16,806,722 shares of Common Stock may be issued upon conversion of the shares of Series A Preferred Stock issued in the Subsequent Issuance.
Our Strategy and Key Factors Affecting our Future Performance
There have been no material changes to our strategy or key factors affecting our future performance from those described in Item 7 of the 2025 Form 10-K, aside from the following, in light of the acquisitions of Navitas and Terrasoul.
Ability to Integrate Our Acquisitions and Realize Anticipated Synergies
During 2026, we acquired Navitas and Terrasoul. Our future performance will be affected by our ability to successfully integrate these businesses, including their operations, supply chains, information technology and accounting systems, and business processes, on the timeline and at the cost we anticipate. Our performance will also depend on our ability to realize the anticipated benefits and synergies of these acquisitions, including cross-selling opportunities across our brands, combined purchasing and sourcing efficiencies, and shared distribution and fulfillment capabilities. We may not realize these benefits and synergies at all, or within the timeframe we expect, and the integration process may divert management attention or result in unanticipated costs or disruption to our existing business.
Ability to Manage Our Multi-Brand Portfolio
Following our recent acquisitions, we market and sell products under multiple brands, including Laird Superfood, Navitas Organics, and Terrasoul Superfoods, which span a range of product categories, price points, and consumer positioning. Our pace of growth will be affected by our ability to effectively manage this expanded brand portfolio, including allocating marketing and product development resources across brands, maintaining the distinct identity and equity of each brand, and managing potential overlap among products that serve similar consumer needs. A failure to effectively manage our brand portfolio could limit our growth or dilute the value of one or more of our brands.
Ability to Manage Our Global Supply Chain
Our ability to grow and meet future demand will be affected by our ability to adequately plan for and source inventory from a variety of suppliers located inside and outside the United States. We may encounter difficulties in sourcing products. A growing portion of our portfolio, including products sold under the Navitas and Terrasoul brands, depends on our ability to source certified organic ingredients at scale and to obtain and maintain organic and other certifications, such as USDA Organic and Non-GMO certifications, across an expanded number of products and suppliers. The availability, cost, and certification status of these ingredients may be affected by factors outside of our control, and any inability to source qualifying ingredients or to maintain required certifications could adversely affect our ability to meet demand.
Ability to Grow Our Customer Base in both E-commerce and Traditional Wholesale Distribution Channels at a Reasonable Cost
We are continuously growing our customer base through both paid and organic e-commerce channels, as well as by expanding our presence in our wholesale channel through a variety of physical retail outlets and geographical regions. We typically attract new customers in our e-commerce channel through our direct websites, lairdsuperfood.com and pickybars.com, and through Amazon. We also seek to attract new e-commerce customers through paid and unpaid social media, search, display and traditional media. Our products are also sold through a growing number of retail outlets. Customers in our wholesale channel include grocery chains, natural food outlets, club stores, and food service customers. Attracting new customers in physical retail outlets depends on, among other things, paid promotions through retailers, display, and traditional media. We believe an ability to consistently attract and retain customers at a reasonable cost relative to projected life-time value will be a key factor affecting our future performance. With the addition of the Navitas and Terrasoul brands, our growth will also depend on our ability to execute channel rollouts for each brand, including expanding the distribution of newly acquired brands into channels where they are underpenetrated and introducing our existing brands into the e-commerce, online marketplace, and wholesale channels served by the acquired brands. Each of our brands serves a different mix of e-commerce, online marketplace, and wholesale customers, and our ability to consistently and cost-effectively execute these channel expansions across our portfolio will be a key factor affecting our future performance.
Components of Results of Operations
Sales, net
We sell our products through two channels: wholesale and e-commerce. Through our wholesale channel, we sell our products to distributors and retail outlets which, in turn, sell to end consumers. Through our e-commerce channel, we derive revenue from the sale of our products directly to consumers through our direct websites, lairdsuperfood.com and pickybars.com, as well as third-party e-commerce platforms such as Amazon.com.
Cost of Goods Sold
Cost of goods sold includes the cost of raw materials and packaging, co-packing tolling fees, inbound and outbound freight costs, import duties and tariffs, indirect labor, third party labor to store and ship our products, and overhead costs incurred in the production, storage, and distribution of products sold in the period.
Operating Expenses
Our operating expenses consist of general and administrative, research and product development, and sales and marketing expenses, including non-production personnel costs.
Income Taxes
Due to our history of operating losses, we have not historically incurred significant federal income tax expense, and we have continued to owe state and local income taxes. We expect that we may begin to incur federal income tax expense in the future. Our ability to use our net operating loss carryforwards to offset future taxable income may be limited under Section 382 of the Internal Revenue Code as a result of ownership changes, and we are completing a study to determine the extent of any such limitations.
Results of Operations
Comparison of Q2 2026 and Q2 2025
For the periods indicated, the following table sets forth results of operations and the increase or decrease therewith:
| Three Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Sales, net |
$ | 41,294,184 | $ | 11,990,842 | $ | 29,303,342 | 244 | % | ||||||||
| Cost of goods sold |
(28,779,184 | ) | (7,209,839 | ) | (21,569,345 | ) | 299 | % | ||||||||
| Gross profit |
12,515,000 | 4,781,003 | 7,733,997 | 162 | % | |||||||||||
| Gross margin |
30.3 |
% | 39.9 | % | ||||||||||||
| General and administrative |
7,251,748 | 2,202,763 | 5,048,985 | 229 | % | |||||||||||
| Sales and marketing |
7,127,057 | 2,977,717 | 4,149,340 | 139 | % | |||||||||||
| Total operating expenses |
14,378,805 | 5,180,480 | 9,198,325 | 178 | % | |||||||||||
| Operating loss |
(1,863,805 | ) | (399,477 | ) | (1,464,328 | ) | 367 | % | ||||||||
| Other income |
56,474 | 45,561 | 10,913 | 24 | % | |||||||||||
| Loss before income taxes |
(1,807,331 | ) | (353,916 | ) | (1,453,415 | ) | 411 | % | ||||||||
| Income tax expense |
2,250 | (8,262 | ) | 10,512 | (127 | )% | ||||||||||
| Net loss |
$ | (1,805,081 | ) | $ | (362,178 | ) | $ | (1,442,903 | ) | 398 | % | |||||
| Three Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Sales, net |
$ | 41,294,184 | $ | 11,990,842 | $ | 29,303,342 | 244 | % | ||||||||
Net sales increased by 244% to $41.3 million compared to $12.0 million in the corresponding prior year period. The increase was primarily attributable to distribution expansion in retail channel, continued strength in Club and contribution of Navitas and Terrasoul acquisitions.
| Three Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Cost of goods sold |
$ | (28,779,184 | ) | $ | (7,209,839 | ) | $ | (21,569,345 | ) | 299 | % | |||||
The increase in cost of goods sold during Q2 2026 was driven primarily by the growth in gross sales volume, as well as commodity cost inflation and increased production costs relative to prior periods with the addition of Terrasoul's vertically integrated business model.
| Three Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Gross profit |
$ | 12,515,000 | $ | 4,781,003 | $ | 7,733,997 | 162 | % | ||||||||
Gross profit increased 162% to $12.5 million, or 30.3% of net sales as compared to $4.8 million, or 39.9% of net sales in the corresponding prior year period. The gross margin compression was attributable to unfavorable channel and product mix, inflationary commodity costs, and lower margins associated with the Terrasoul brand.
| Three Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Operating expenses |
||||||||||||||||
| General and administrative |
$ | 7,251,748 | $ | 2,202,763 | $ | 5,048,985 | 229 | % | ||||||||
| Sales and marketing |
7,127,057 | 2,977,717 | 4,149,340 | 139 | % | |||||||||||
| Total operating expenses |
$ | 14,378,805 | $ | 5,180,480 | $ | 9,198,325 | 178 | % | ||||||||
The increase in general and administrative expenses during Q2 2026 was driven by business combination expenses, costs incurred to integrate the businesses, as well as increased amortization expenses related to the intangible assets identified in the acquisitions of Navitas and Terrasoul.
The increase in sales and marketing expenses during Q2 2026 as a result of the larger scale of the business after the acquisitions of Navitas and Terrasoul. This was driven by variable selling costs on higher sales volume, elevated people costs as we build our team to support the broader organization, and increased marketing costs across both online and retail channels.
| Three Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Other income |
$ | 56,474 | $ | 45,561 | $ | 10,913 | 24 | % | ||||||||
Other income is composed of interest income and expense, rental income, and other non-operating gains and losses. The increase in other income during Q2 2026 was driven by increases in dividend income on money market funds, as the amounts carried in those accounts increased on average. This was offset in part by the periodic fair value adjustment on contingent consideration related to the acquisition of Terrasoul.
| Three Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Income tax expense |
$ | 2,250 | $ | (8,262 | ) | $ | 10,512 | (127 | )% | |||||||
Income tax benefit (expense) is composed state and local income and franchise taxes paid and refunds received.
Comparison of YTD Q2 2026 and YTD Q2 2025
For the periods indicated, the following table sets forth results of operations and the increase or decrease therewith:
| Six Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Sales, net |
$ | 55,235,736 | $ | 23,645,001 | $ | 31,590,735 | 134 | % | ||||||||
| Cost of goods sold |
(38,077,497 | ) | (13,982,458 | ) | (24,095,039 | ) | 172 | % | ||||||||
| Gross profit |
17,158,239 | 9,662,543 | 7,495,696 | 78 | % | |||||||||||
| Gross margin |
31.1 | % | 40.9 | % | ||||||||||||
| General and administrative |
11,130,480 | 4,446,527 | 6,683,953 | 150 | % | |||||||||||
| Sales and marketing |
10,912,506 | 5,833,512 | 5,078,994 | 87 | % | |||||||||||
| Total operating expenses |
22,042,986 | 10,280,039 | 11,762,947 | 114 | % | |||||||||||
| Operating loss |
(4,884,747 | ) | (617,496 | ) | (4,267,251 | ) | 691 | % | ||||||||
| Other income |
103,307 | 120,009 | (16,702 | ) | (14 | )% | ||||||||||
| Loss before income taxes |
(4,781,440 | ) | (497,487 | ) | (4,283,953 | ) | 861 | % | ||||||||
| Income tax benefit (expense) |
4,727,289 | (20,873 | ) | 4,748,162 | (22748 | )% | ||||||||||
| Net loss |
$ | (54,151 | ) | $ | (518,360 | ) | $ | 464,209 | (90 | )% | ||||||
| Six Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Sales, net |
$ | 55,235,736 | $ | 23,645,001 | $ | 31,590,735 | 134 | % | ||||||||
Net sales increased by 134% to $55.2 million compared to $23.6 million in the corresponding prior year period. The increase was primarily driven by distribution expansion in retail and Club channels and the contribution of Navitas and Terrasoul acquisitions.
| Six Months Ended June 30, |
Percent |
|||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Cost of goods sold |
$ | (38,077,497 | ) | $ | (13,982,458 | ) | $ | (24,095,039 | ) | 172 | % | |||||
The increase in cost of goods sold during YTD 2026 was driven primarily by growth in sales volume, inflationary commodity costs, and increased manufacturing costs associated with the Terrasoul brand.
| Six Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Gross profit |
$ | 17,158,239 | $ | 9,662,543 | $ | 7,495,696 | 78 | % | ||||||||
Gross profit increased by 78% to $17.2 million, or 31.1% of net sales, compared to $9.7 million, or 40.9% of net sales, in the corresponding prior year period. The margin compression was attributable to unfavorable channel and product mix, inflationary commodity costs, as well lower margins associated with the Terrasoul brand.
| Six Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Operating expenses |
||||||||||||||||
| General and administrative |
$ | 11,130,480 | $ | 4,446,527 | $ | 6,683,953 | 150 | % | ||||||||
| Sales and marketing |
10,912,506 | 5,833,512 | 5,078,994 | 87 | % | |||||||||||
| Total operating expenses |
$ | 22,042,986 | $ | 10,280,039 | $ | 11,762,947 | 114 | % | ||||||||
The increase in general and administrative expenses during YTD 2026 was primarily driven by costs incurred related to the acquisitions of Navitas and Terrasoul, amortization expense related to the assets identified in these acquisitions, and increased personnel costs.
The increase in sales and marketing expenses during YTD 2026 was driven by selling costs on higher sales volume, as well as increased media spend, and agency fees.
| Six Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Other income |
$ | 103,307 | $ | 120,009 | $ | (16,702 | ) | (14 | )% | |||||||
Other income is composed of interest income and expense, rental income, and other non-operating gains and losses. The decrease in other income during YTD 2026 was driven by the periodic fair value adjustment of the contingent consideration related to the acquisition of Terrasoul, offset in part by increased dividend income on money market funds, as the amounts carried in those accounts increased in 2026.
| Six Months Ended June 30, |
$ |
Percent |
||||||||||||||
| 2026 |
2025 |
Change |
Change |
|||||||||||||
| Income tax benefit (expense) |
$ | 4,727,289 | $ | (20,873 | ) | $ | 4,748,162 | (22748 | )% | |||||||
The income tax benefit during YTD 2026 was driven by a discrete, non-recurring release of our valuation allowance in connection with the Navitas Acquisition, whereby approximately $4.7 million of net deferred tax liabilities were acquired. The income tax expense in the prior year related to state and local income taxes.
Cash Flows
The following table shows a summary of our cash flows for the six months ended June 30, 2026 and 2025:
| Six Months Ended June 30, |
||||||||
| Cash flows provided by (used in): |
2026 | 2025 | ||||||
| Operating activities |
$ | (2,381,286 | ) | $ | (4,102,366 | ) | ||
| Investing activities |
(88,917,839 | ) | (80,638 | ) | ||||
| Financing activities |
109,179,739 | (146,373 | ) | |||||
| Net change in cash, cash equivalents, and restricted cash |
$ | 17,880,614 | $ | (4,329,377 | ) | |||
The decrease in cash used in operating activities for YTD 2026 was driven primarily by elevated inventory procurement in YTD 2025 in an effort to avoid anticipated tariff costs.
Cash used in investing activities for YTD 2026 consisted primarily of consideration paid in the acquisitions of Navitas and Terrasoul.
Cash provided by financing activities for YTD 2026 consisted primarily of the proceeds from the private placement of Series A Preferred Stock, as well as stock option exercises, offset in part by payroll taxes paid related to net issuances of stock awards.
Liquidity and Capital Resources
As of June 30, 2026, we had an accumulated deficit of $111.4 million. We may incur additional operating losses as we execute our strategy to invest in the growth of our business, reinvesting any incremental profit into future top-line sales growth while holding cash reserves largely flat. We will continue to seek opportunities to optimize spending, expand gross margins, and free up cash flow through efficient working capital management. We have historically financed our operations and capital expenditures through private placements of our common stock, our initial public offering, our prior lines of credit, term loans, and from our core operating activities. Our historical uses of cash have primarily consisted of cash used in operating activities and working capital needs.
As of June 30, 2026 and December 31, 2025, we had $23.2 million and $5.3 million, respectively, of cash-on-hand, and total net working capital of $43.9 million and $11.1 million, respectively, for the same periods. As of June 30, 2026, we had access to up to $1.0 million of advances under our factoring Agreement, of which none had been utilized as of the date of this report.
As of June 30, 2026, we had no significant unused sources of liquid assets outside of our working capital.
Our future capital requirements will depend on many factors, including our growth rate, the continued expansion of sales and marketing activities, the enhancement of our product platforms, the introduction of new products, acquisition activity, as well as economic and market trends. Recent and expected working and other capital requirements, in addition to the matters above, also include the items described below:
| ● |
We have lease arrangements for corporate office space. As of June 30, 2026, we had fixed lease payment obligations of $3.8 million, with $0.8 million payable within 12 months. |
| ● |
As of June 30, 2026, $20.7 million of current liabilities were accrued related to short-term operating activities and personnel costs, excluding the aforementioned current lease liabilities. |
| ● |
Marketing and advertising expenditures were $3.2 million in YTD 2026 and $1.9 million in YTD 2025. We expect to continue to invest in these activities as part of the strategic expansion of sales volume, however, we have made strategic shifts to reduce and improve the efficacy of future customer acquisition costs. |
| ● |
We have non-cancelable purchase contracts with certain raw material vendors. Total estimated outstanding commitments were approximately $3.6 million as of June 30, 2026. See Note 17 for further information on these purchase contracts. |
| ● |
The prices of various commodities, such as coffee and cacao, have increased in the last twelve months. These inflationary pressures have impacted our working capital and our margins. Should this trend continue, our margins could be further impacted. |
Based on our current business plans, we believe that our existing cash balances, including our anticipated cash flow from operations, will be sufficient to finance our operations and meet our foreseeable cash requirements through at least the next twelve months. In the future, we may raise funds by issuing debt or equity securities, or securities convertible into or exchangeable for our common stock. Such financing and other potential financing may result in dilution to shareholders, reduction in the market price of our common stock, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms, or at all.
Segment Information
We have one operating and reporting segment, for which our Chief Operating Decision Maker, our Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.
Critical Accounting Estimates
There have been no material changes to our critical accounting estimates from those disclosed in Item 7 of the 2025 Form 10-K, aside from the following:
Business Combinations
We account for business combinations under the acquisition method in accordance with ASC 805. Consideration transferred is allocated to the assets acquired and liabilities assumed at their acquisition-date fair values, with any excess recorded as goodwill. Acquisition-related transaction costs are expensed as incurred and included in general and administrative expenses.
Determining the fair value of acquired identifiable intangible assets — principally brand names, customer and distributor relationships, and product portfolios — requires significant management judgment. We typically engage independent valuation specialists and apply the income approach (including the multi-period excess earnings and relief-from-royalty methods), the market approach, or the cost approach, as appropriate. Key assumptions include projected revenue growth and margins, customer and distributor attrition rates, royalty rates, contributory asset charges, useful lives, and discount rates. Changes in these assumptions could result in materially different fair values, with corresponding effects on intangible assets, goodwill, deferred income taxes, and future amortization expense.
The initial accounting for a business combination may be incomplete at the reporting date. In such cases, we record provisional amounts and adjust them during the measurement period (not to exceed one year from the acquisition date) as new information about acquisition-date facts and circumstances becomes available.
During the six months ended June 30, 2026, we completed the acquisitions of Navitas and Terrasoul and recorded preliminary allocations of approximately $40.9 million and $54.5 million purchase prices, respectively, including $43.1 million of identifiable intangible assets and $31.8 million of goodwill. These allocations are preliminary and remain subject to measurement-period adjustments. See Notes 2 and 16 for additional information.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable.
Item 4. Controls and Procedures.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, and under the oversight of the Board of Directors, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2026, due to a material weakness in our internal controls over financial reporting described below. However, our management, including our principal executive officer and our principal financial officer, has concluded that, notwithstanding the identified material weakness in our internal controls over financial reporting, the consolidated financial statements in Quarterly Report on Form 10-Q fairly presents, in all material respects, our financial position, results of operations, and cash flows for the periods presented in conformity with U.S. GAAP.
A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements would not be prevented or detected on a timely basis.
Financial System Design. We identified a deficiency in the design of our internal controls related to the preparation and approval of journal entries within our financial systems relevant to the preparation of our consolidated financial statements. The configuration of the journal entry approval workflows in our financial accounting system was not designed to adequately enforce segregation of duties, whereby certain personnel had the ability to create, post, and edit journal entries that are not identified to be reviewed by separate individuals. This design deficiency constitutes a material weakness in internal control over financial reporting. The material weakness could result in misstatements of the consolidated financial statements or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Management conducted a comprehensive review of journal entry activity for the affected population and found no evidence of resulting misstatements in the financial statements.
Material Weaknesses Identified at Acquired Business. In connection with our 2026 acquisition of Terrasoul Superfoods, management identified two material weaknesses in Terrasoul's internal control over financial reporting that existed as of the acquisition date. First, Terrasoul lacked a properly designed control over segregation of duties between the preparation and posting of manual journal entries, whereby personnel could create and post journal entries not reviewed by separate individuals. This weakness is consistent with, but separate from, the previously identified weakness at the parent-company level. Second, Terrasoul lacked a properly designed control over inventory cycle counts, which could result in misstated inventory quantities and balances. Each of these weaknesses could result in a material misstatement of our consolidated financial statements that would not be prevented or detected on a timely basis
Management's Remediation Plans
Prior to March 31, 2026, management implemented a system-level configuration change that enforces segregation of duties within the journal entry approval workflow in a manner designed to address the risk pathways identified. While management believes that the changes enacted will remediate the design deficiency, management will continue to test and monitor the impacts of the changes enacted to ensure that the design is operating effectively prior to concluding whether it has been fully remediated.
Terrasoul remains on separate financial systems and processes, which we do not expect to fully integrate with ours during 2026. Our remediation plan is expected to include implementing segregation-of-duties controls over manual journal entries consistent with our parent-company remediation, overhauling Terrasoul's inventory cycle-count procedures, and performing regular inventory counts. These new controls will need to operate for a sufficient period before we can conclude they are effective.
Changes in Internal Control over Financial Reporting
Notwithstanding the aforementioned remediation activities, there have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. The new remedial controls over the financial system design weakness were in place as of March 31, 2026, but had not been operating long enough to be tested for operating effectiveness. No material changes have been designed and implemented at Terrasoul as of June 30, 2026.
Part II. Other Information
Item 1. Legal Proceedings.
From time to time, we may be involved in claims and legal actions that arise in the ordinary course of business. To our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.
Item 1A. Risk Factors.
There were no material changes to the Risk Factors disclosed in “Item 1A. Risk Factors” in the 2025 Form 10-K during the six months ended June 30, 2026. This Quarterly Report on Form 10-Q should be read in conjunction with the risk factors previously described in the Company's 2025 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On March 12, 2026 and April 21, 2026, the Company issued and sold 50,000 and 60,000 shares, respectively, of its Series A Preferred Stock, convertible at the option of the holder into common stock at an initial conversion price of $3.57 per share, subject to customary anti-dilution adjustments, at a purchase price of $1,000 per share, for aggregate gross proceeds of $110.0 million, to the Investor, pursuant to the Investment Agreement described in Note 3 to the unaudited consolidated condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q. The shares of Series A Preferred Stock were issued in a private placement in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The purchasers represented that they were “accredited investors” as defined in Rule 501 of Regulation D and that they were acquiring the Series A Preferred Stock for investment purposes and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. No form of general solicitation or general advertising was used in connection with the offer and sale of the Series A Preferred Stock.
The net proceeds of approximately $109.2 million from the sale of the Series A Preferred Stock were used to fund a portion of the cash purchase prices for the acquisitions of Navitas and Terrasoul, which closed concurrently on March 12, 2026 and April 21, 2026, respectively, and for related fees and expenses. See Note 3 to the unaudited consolidated condensed financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
Item 5. Other Information
During the six months ended June 30, 2026, of the Company's directors or executive officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
Item 6. Exhibits.
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
| Incorporated by Reference |
||||||||||||
| Exhibit Number |
Description |
Form |
File No. |
Exhibit |
Filing Date |
Filed / |
||||||
| 5.1 | Advisory Agreement dated April 21, 2026, by and among Laird Superfood, Inc. and Dennis Botts. | 8-K | 5.1 | 04/21/2026 | ||||||||
| 10.1 | Securities Purchase Agreement dated April 21, 2026, by and among Laird Superfood, Inc., Terrasoul Superfoods, LLC and Terrasoul Seller. | 8-K | 10.1 | 04/21/2026 | ||||||||
| 10.2 | Restrictive Covenant Agreement dated April 21, 2026, by and among Laird Superfood, Inc., Dennis Botts, Amy Botts, Jerry Collins and Mark Miller. | 8-K | 10.2 | 04/21/2026 | ||||||||
| 10.3# | Second Amendment to the 2020 Omnibus Incentive Plan dated June 25, 2026. | * | ||||||||||
| 10.4# | Employment Agreement, effective April 20, 2026, by and between the Company and Andrew Judd. | * | ||||||||||
| 10.5# | Employment Agreement, effective June 1, 2026, by and between the Company and Bridget Lasda. | * | ||||||||||
| 21.1 | Subsidiaries of the Registrant. | |||||||||||
| * | ||||||||||||
| 31.1 |
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a). |
* |
||||||||||
| 31.2 |
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a). |
* |
||||||||||
| 32.1 |
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. |
** |
||||||||||
| 32.2 |
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. |
** |
||||||||||
| 101.INS |
Inline XBRL Instance Document |
* |
||||||||||
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
* |
||||||||||
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
* |
||||||||||
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
* |
||||||||||
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
* |
||||||||||
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
* |
||||||||||
| 104 |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
|||||||||||
* Filed herewith.
** The certifications attached as Exhibit 32.1 and 32.2 are furnished and not deemed filed with the SEC and are not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such.
# Indicates management contract or compensatory plan or arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Laird Superfood, Inc. |
|
| (Registrant) |
|
| Date: August 13, 2026 |
/s/ Jason Vieth |
| Jason Vieth |
|
| President and Chief Executive Officer |
|
| (Principal Executive Officer and duly authorized officer) | |
| Date: August 13, 2026 |
/s/ Anya Hamill |
| Anya Hamill |
|
| Chief Financial Officer |
|
| (Principal Financial and Accounting Officer) |