| | Securities Purchase Agreement
On March 12, 2026 (the "Closing Date"), Laird Superfood, Inc. (the "Issuer") completed its previously announced acquisition (the "Navitas Acquisition") of (i) all of the issued and outstanding units of Navitas LLC ("Navitas") from the Sellers (as defined herein) and (ii) all of the issued and outstanding capital stock of Global Superfoods Corp. ("GSC") from Encore Consumer Capital Fund II, LP ("Encore") for a purchase price of $38.5 million in cash, subject to customary purchase price adjustments, including a working capital adjustment, pursuant to that certain securities purchase agreement, dated December 21, 2025 (the "Navitas Acquisition Agreement"), by and among the Issuer, Encore, The Ira and Joanna Haber Family Trust, Dated October 5, 2015 (the "Haber Family Trust"), and Advantage Capital Agribusiness Partners, L.P. ("Advantage Capital" and, together with Encore and the Haber Family Trust, the "Sellers"). GSC is a holding company with no operations whose purpose is to hold units of Navitas.
Investment Agreement
On the Closing Date and concurrently with the closing of the Navitas Acquisition, the Issuer completed the private placement contemplated by that certain investment agreement, dated December 21, 2025 (as amended, the "Investment Agreement"), entered into by and among the Issuer, NSSIII and NSSIV (collectively, the "Investor"), with the Investor being an affiliate of Nexus Capital Management, pursuant to which the Investor purchased an aggregate of 50,000 initial shares (the "Initial Shares") of Series A Preferred Stock ("Preferred Stock") at a purchase price of $1,000 per share for gross proceeds of $50.0 million (the "Nexus Investment" and, together with the Navitas Acquisition, the "Transactions"). A substantial portion of the proceeds from the Nexus Investment were used to complete the Navitas Acquisition.
Pursuant to the terms of the Investment Agreement, the Issuer has the option, following the Closing Date until 270 days following the Closing Date (or, if on such 270th day the Issuer is engaged in discussions with one or more counterparties regarding a potential acquisition or other strategic transaction, 360 days), to require the Investor to purchase up to an aggregate of 60,000 additional shares of Series A Preferred Stock (the "Additional Shares") at $1,000 per share, provided that any funding of Additional Shares must be for a minimum of $25.0 million and be used to fund substantially concurrent strategic transactions approved by a majority of the disinterested directors of the Board of Directors of the Issuer (the "Board").
The Initial Shares of Preferred Stock are convertible into 14,005,602 shares of Common Stock, subject to the terms and conditions of the Certificate of Designation.
Registration Rights Agreement
On the Closing Date, the Issuer entered into a Registration Rights Agreement with Nexus Capital Management (the "Registration Rights Agreement"), pursuant to which, among other things, and subject to certain limitations set forth therein, the Issuer agreed to use its reasonable best efforts to prepare and file a registration statement registering the resale of the Conversion Shares (as defined herein) as soon as practicable following a request from Nexus Capital Management.
In addition, pursuant to the Registration Rights Agreement, Nexus Capital Management has the right to require the Issuer, subject to certain limitations set forth therein, to effect a distribution of any or all of the Conversion Shares by means of an underwritten offering. The Registration Rights Agreement also provides Nexus Capital Management with certain customary piggyback registration rights. These registration rights are subject to certain conditions and limitations, including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Issuer's right to delay or withdraw a registration statement under certain circumstances.
Certificate of Designation
The voting powers, designations, preferences, limitations, restrictions and relative rights of the Series A Preferred Stock are set forth in the Certificate of Designation of the Series A Preferred Stock (the "Certificate of Designation"). The Series A Preferred Stock is convertible, at the option of the holder, into shares of the Issuer's common stock, $0.001 par value (the "Common Stock"), at a fixed conversion price of $3.57 (subject to certain customary anti-dilution adjustments). The Series A Preferred Stock accrues dividends at an annual rate of 5.0%, compounded quarterly, and votes on an as-converted basis with the Common Stock; provided that, with respect to the determination of the number of votes that are entitled for the Additional Shares, the conversion price will be the "Minimum Price" as defined in the applicable rules of the NYSE American LLC ("NYSE American") (as such rules may be amended from time to time) measured at the time of delivery of the Additional Shares Purchase Notice (as defined in the Investment Agreement) under the Investment Agreement related to the issuance of such Additional Shares and solely to the extent that such "Minimum Price" exceeds the conversion price (as adjusted in accordance with the Certificate of Designation). Any shares of Common Stock issuable upon conversion of the Series A Preferred Stock (such shares, the "Conversion Shares") will be listed on the NYSE American, subject to official notice of issuance.
The liquidation preference of each share of Series A Preferred Stock is an amount in cash equal to the greater of (i) an amount in cash equal to the sum of (A) the Accumulated Stated Value (as defined in the Certificate of Designation), plus (B) accrued and unpaid dividends thereon (without duplication of compounded dividends) plus (C) the remaining dividends that would accrue (giving effect to any compounding thereof) on such share of Series A Preferred Stock being redeemed from the day immediately following date of redemption (or liquidation, if applicable) to the fifth anniversary of the Issue Date (as defined in the Certificate of Designation) and (ii) the payment that a holder of Series A Preferred Stock would have received had such holder, immediately prior to such redemption (or liquidation, if applicable), converted such shares then held by such holder into shares of Common Stock at the applicable conversion price then in effect before any distributions to holders of Common Stock or other Junior Security (as defined in the Certificate of Designation) holders ("Issuer Repurchase Price").
An aggregate of 30,812,325 shares of Common Stock may be issued upon conversion of the Initial Shares and the Additional Shares. The issuance of the Initial Shares was, and issuance of the Additional Shares, if any, will be, undertaken in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Section 4(a)(2) thereof and/or Regulation D promulgated thereunder.
Based on the number of shares of Common Stock outstanding as of March 12, 2026, following the issuance of the Initial Shares, Nexus Capital Management holds Series A Preferred Stock convertible into 56.7% of the Issuer's issued and outstanding Common Stock.
General
The Reporting Persons acquired the securities described in this Schedule 13D for investment purposes and they intend to review their investments in the Issuer on a continuing basis. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons' review of numerous factors, including, but not limited to: an ongoing evaluation of the Issuer's business, financial condition, operations and prospects; price levels of the Issuer's securities; general market, industry and economic conditions; the relative attractiveness of alternative business and investment opportunities; and other future developments. The Reporting Persons may acquire additional securities of the Issuer, or retain or sell all or a portion of the securities then held, in the open market or in privately negotiated transactions. In addition, the Reporting Persons may engage in discussions with management, the Board, and other securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions, such as: a merger, reorganization or take-private transaction that could result in the de-listing or de-registration of the Common Stock; security offerings and/or stock repurchases by the Issuer; sales or acquisitions of assets or businesses; changes to the capitalization or dividend policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board. To facilitate their consideration of such matters, the Reporting Persons may retain consultants and advisors and may enter into discussions with potential sources of capital and other third parties. The Reporting Persons may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. The Reporting Persons will likely take some or all of the foregoing steps at preliminary stages in their consideration of various possible courses of action before forming any intention to pursue any particular plan or direction. Other than as described above, the Reporting Persons do not currently have any plans or proposals that relate to, or would result in, any of the matters listed in Items 4(a)-(j) of Schedule 13D, although, depending on the factors discussed herein, the Reporting Persons may change their purpose or formulate different plans or proposals with respect thereto at any time. |
