Nexus Special Situations III (LSF) reports sizable convertible preferred holding
Rhea-AI Filing Summary
Laird Superfood, Inc. reported that investment fund NEXUS SPECIAL SITUATIONS III, L.P. is a more‑than‑10% indirect owner through Gateway Superfood NSSIII Investment LLC. The filing shows indirect holdings of Series A Convertible Preferred Stock that are convertible into approximately 5,602,241 shares of common stock.
The Series A Convertible Preferred Stock has a conversion price of $3.57 per share of common stock and is a perpetual security with no fixed expiration date. Holders may require redemption at the Corporation Repurchase Price on or after March 12, 2033, and the company may elect mandatory conversion no earlier than September 12, 2028, subject to specified price, volume and EBITDA conditions.
Positive
- None.
Negative
- None.
Insider Trade Summary
1 transaction reported
Mixed
1 txn
Insider
NEXUS SPECIAL SITUATIONS III, L.P.
Role
10% Owner
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Conv. Preferred Stock | -- | -- | -- |
Holdings After Transaction:
Series A Conv. Preferred Stock — 5,602,241 shares (Indirect, By Gateway Superfood NSIII Investment, LLC)
Footnotes (3)
- F1. The Series A Convertible Preferred Stock has no fixed expiration date and is a perpetual security. Each holder has the right to require redemption at the Corporation Repurchase Price on or after the seventh anniversary of the Issue Date (March 12, 2033) pursuant to Section 7.2 of the Certificate of Designation. The Corporation may elect a mandatory conversion no earlier than September 12, 2028 (30 months post-Issue Date) subject to satisfaction of certain price, volume and EBITDA conditions pursuant to Section 8.2 of the Certificate of Designation. See Certificate of Designation of Series A Convertible Preferred Stock, filed as Exhibit 3.1 to Laird Superfood, Inc.'s Form 8-K filed March 12, 2026 (SEC File No. 001-39155).
- F2. On March 12, 2026 (the 'Issue Date'), Gateway Superfood NSSIII Investment LLC ('NSSIII') acquired 20,000 (approx. 5,602,241 underlying Common shares) of Laird Superfood, Inc. Series A Convertible Preferred Stock. NSSIII is owned by Nexus Special Situations III, L.P. ("Nexus SS III"). Nexus Special Situations GP III, L.P. ("Nexus SS GP III") is the general partner of Nexus SS III. Nexus Partners III, LLC ("Nexus Partners III") is the general partner of Nexus SS GP III. Nexus Capital Management LP ("Nexus Capital Management") is the investment manager of, and may be deemed an indirect beneficial owner of all securities held by, NSSIII. Damian Giangiacomo, Michael Cohen and Daniel Flesh are the owners of Nexus Capital Management and Nexus Partners. Mr. Cohen serves on the board of directors of the Issuer.
- F3. Each of Nexus Capital Management, Nexus SS III, Nexus SS GP III, Nexus Partners III, Nexus SS IV, Nexus SS GP IV, Nexus Partners IV, Mr. Giangiacomo, Mr. Cohen, and Mr. Flesh disclaim, for purposes of Section 16 of the Securities Exchange Act of 1934, beneficial ownership of such securities, except to the extent of its/his indirect pecuniary interest therein, and this report shall not be deemed an admission that any such entity or person is the beneficial owner of such securities for purposes of Section 16 or for any other purposes.
Key Figures
Underlying common shares: 5,602,241 shares
Conversion price: $3.57/share
Preferred shares acquired: 20,000 shares
+3 more
6 metrics
Underlying common shares
5,602,241 shares
Common stock underlying Series A Convertible Preferred Stock
Conversion price
$3.57/share
Conversion price of Series A Convertible Preferred Stock into common stock
Preferred shares acquired
20,000 shares
Series A Convertible Preferred Stock acquired on March 12, 2026
Issue Date
March 12, 2026
Issue Date of Series A Convertible Preferred Stock
Mandatory conversion eligibility
September 12, 2028
Earliest date issuer may elect mandatory conversion, subject to conditions
Holder redemption right
March 12, 2033
Earliest date holders may require redemption at Corporation Repurchase Price
Key Terms
Series A Convertible Preferred Stock, perpetual security, Corporation Repurchase Price, Certificate of Designation, +1 more
5 terms
Series A Convertible Preferred Stock financial
"Gateway Superfood NSSIII Investment LLC acquired 20,000 (approx. 5,602,241 underlying Common shares) of Laird Superfood, Inc. Series A Convertible Preferred Stock."
Series A convertible preferred stock is a class of shares sold in an early funding round that gives investors a mix of protection and upside: it pays a priority claim over common shares if the company is sold or closes, but can be converted into ordinary shares to share in future growth. Think of it like a hybrid between a safer stake and a ticket to ownership; it matters to investors because it affects who controls the company, how future gains are split, and how much their investment is protected from downside.
perpetual security financial
"The Series A Convertible Preferred Stock has no fixed expiration date and is a perpetual security."
Corporation Repurchase Price financial
"Each holder has the right to require redemption at the Corporation Repurchase Price on or after the seventh anniversary of the Issue Date."
Certificate of Designation regulatory
"pursuant to Section 7.2 of the Certificate of Designation and Section 8.2 of the Certificate of Designation."
A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.
indirect beneficial owner financial
"Nexus Capital Management LP is the investment manager of, and may be deemed an indirect beneficial owner of all securities held by, NSSIII."
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider position does NEXUS SPECIAL SITUATIONS III, L.P. report in Laird Superfood (LSF)?
NEXUS SPECIAL SITUATIONS III, L.P. reports indirect ownership of Series A Convertible Preferred Stock in Laird Superfood through Gateway Superfood NSSIII Investment LLC. This preferred stake is convertible into approximately 5,602,241 shares of common stock at a set conversion price.
What is the conversion price of Laird Superfood’s Series A Convertible Preferred Stock reported on this Form 3?
The Series A Convertible Preferred Stock has a conversion price of $3.57 per underlying share of Laird Superfood common stock. This means each preferred share can convert into common shares based on this fixed $3.57 per-share conversion reference in the filing.
When can holders require redemption of Laird Superfood’s Series A Convertible Preferred Stock?
Holders may require redemption of the Series A Convertible Preferred Stock at the Corporation Repurchase Price on or after March 12, 2033. This redemption right begins seven years after the March 12, 2026 Issue Date described in the Form 3 footnotes.
When may Laird Superfood mandate conversion of the Series A Convertible Preferred Stock?
Laird Superfood may elect a mandatory conversion of the Series A Convertible Preferred Stock no earlier than September 12, 2028. This option is subject to specific price, trading volume and EBITDA conditions outlined in the Certificate of Designation referenced in the filing.
Who ultimately controls the investment entities holding Laird Superfood’s preferred shares?
The filing explains that Gateway Superfood NSSIII Investment LLC is owned by Nexus Special Situations III, L.P., with several Nexus general partners and Nexus Capital Management involved. Individuals including Damian Giangiacomo, Michael Cohen and Daniel Flesh own Nexus Capital Management and Nexus Partners entities.