Nexus-backed funds hold Laird Superfood (LSF) Series A convertible preferred
Filing Impact
Filing Sentiment
Form Type
3
Rhea-AI Filing Summary
Laird Superfood, Inc. reported initial holdings of its new Series A Convertible Preferred Stock by Nexus-affiliated investment vehicles. Gateway Superfood NSSIII Investment LLC acquired 20,000 shares, representing approximately 5,602,241 underlying common shares, and Gateway Superfood NSSIV Investment LLC acquired 30,000 shares, representing approximately 8,403,631 underlying common shares, on the March 12, 2026 issue date.
The Series A preferred is a perpetual security with a $3.57 conversion price into common stock. 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, if specified price, volume and EBITDA conditions are met. Various Nexus entities and individuals, including director Michael Cohen, may be deemed indirect beneficial owners but disclaim beneficial ownership beyond their indirect pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Nexus-backed funds disclosed sizable, convertible preferred stakes in Laird Superfood.
Gateway Superfood NSSIII and NSSIV, affiliated with Nexus Capital, acquired 20,000 and 30,000 shares of Series A Convertible Preferred Stock, tied to approximately 5.6 million and 8.4 million underlying common shares respectively. This concentrates a large, potentially dilutive position with a single sponsor group.
The Series A preferred carries a $3.57 conversion price and is perpetual, with holders able to require redemption at the Corporation Repurchase Price on or after March 12, 2033. The company may mandate conversion no earlier than September 12, 2028, subject to price, volume and EBITDA conditions, giving it some flexibility if performance improves.
Nexus-related entities and individuals, including director Michael Cohen, may be deemed indirect beneficial owners but formally disclaim beneficial ownership beyond indirect pecuniary interests. Future company filings describing how these preferred shares convert, redeem or remain outstanding will shape their impact on Laird Superfood’s common equity over time.
Insider Trade Summary
2 transactions reported
Mixed
2 txns
Insider
Nexus Capital Management LP, Gateway Superfood NSSIII Investment, LLC, Gateway Superfood NSSIV Investment, LLC, Nexus Partners IV, LLC, Nexus Special Situations GP IV, LP, Cohen Michael S, Flesh Daniel E., Giangiacomo Damian, Nexus Partners III, LLC, Nexus Special Situations GP III, LP
Role
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| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| holding | Series A Conv. Preferred Stock | -- | -- | -- |
| 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 (1)
- 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). 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. On March 12, 2026 (the 'Issue Date'), Gateway Superfood NSSIV Investment LLC ('NSSIV') acquired 30,000 (approx. 8,403,631 underlying Common shares) of Laird Superfood, Inc. Series A Convertible Preferred Stock. NSSIV is owned by Nexus Special Situations IV, L.P. ("Nexus SS IV"). Nexus Special Situations GP IV, L.P. ("Nexus SS GP IV") is the general partner of Nexus SS IV. Nexus Partners IV, LLC ("Nexus Partners IV") is the general partner of Nexus SS GP IV. 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, NSSIV. 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. 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
NSSIII preferred shares: 20,000 shares
NSSIV preferred shares: 30,000 shares
NSSIII underlying common: 5,602,241 shares
+5 more
8 metrics
NSSIII preferred shares
20,000 shares
Series A Convertible Preferred Stock acquired on March 12, 2026
NSSIV preferred shares
30,000 shares
Series A Convertible Preferred Stock acquired on March 12, 2026
NSSIII underlying common
5,602,241 shares
Approximate underlying common shares for NSSIII preferred
NSSIV underlying common
8,403,631 shares
Approximate underlying common shares for NSSIV preferred
Conversion price
$3.57 per share
Conversion price of Series A Convertible Preferred into common
Redemption eligibility date
March 12, 2033
Earliest date holders may require redemption at Corporation Repurchase Price
Earliest mandatory conversion date
September 12, 2028
Earliest date company may elect mandatory conversion, subject to conditions
NSSIV underlying shares (derivative table)
8,403,631 shares
Underlying common shares shown in derivativeSummary for NSSIV
Key Terms
Series A Convertible Preferred Stock, perpetual security, Corporation Repurchase Price, Certificate of Designation, +2 more
6 terms
Series A Convertible Preferred Stock financial
"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"
Certificate of Designation regulatory
"pursuant to Section 7.2 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 pecuniary interest financial
"except to the extent of its/his indirect pecuniary interest therein"
Section 16 of the Securities Exchange Act of 1934 regulatory
"for purposes of Section 16 of the Securities Exchange Act of 1934"
A provision of federal securities law that requires company insiders—directors, officers and large shareholders—to publicly report their stock holdings and trades and to surrender any “short-swing” profits from purchases and sales within a six-month window. It acts like a rule that forces leaders to announce their trades and prevents quick buy-sell windfalls, giving investors transparency into insider activity and reducing opportunities for unfair gain.
FAQ
What did Nexus-affiliated funds acquire in Laird Superfood (LSF)?
Nexus-affiliated entities Gateway Superfood NSSIII and NSSIV acquired Series A Convertible Preferred Stock. NSSIII bought 20,000 shares and NSSIV bought 30,000, corresponding to about 5.6 million and 8.4 million underlying Laird Superfood common shares, respectively, based on the stated approximations.
What are the key terms of Laird Superfood’s Series A Convertible Preferred Stock?
The Series A Convertible Preferred Stock is a perpetual security with a conversion price of $3.57 into common stock. Holders can require redemption at the Corporation Repurchase Price on or after March 12, 2033, and the company may mandate conversion after September 12, 2028, if specified conditions are met.
When can Laird Superfood redeem or mandatorily convert the Series A preferred?
Holders may require redemption at the Corporation Repurchase Price on or after March 12, 2033. Laird Superfood may elect a mandatory conversion no earlier than September 12, 2028, provided specified price, trading volume and EBITDA conditions in the Certificate of Designation are satisfied.
Do Nexus entities and individuals fully own the disclosed Laird Superfood securities?
The filing states Nexus Capital Management and related entities, plus individuals Damian Giangiacomo, Michael Cohen and Daniel Flesh, may be deemed indirect beneficial owners. However, they expressly disclaim beneficial ownership for Section 16 purposes beyond their indirect pecuniary interests in the securities.