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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 8, 2025 (December 2, 2025)
| SMART FOR LIFE, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
|
001-41290 |
|
81-5360128 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 990 Biscayne Boulevard, Suite 505, Miami, FL |
|
33132 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (786) 749-1221 |
| (Registrant’s telephone number, including area code) |
| |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On December 4, 2025, Alfonso J. Cervantes, Jr.,
Loren Brown, Heather Granato and Arthur S. Reynolds resigned from the Board of Directors of Smart for Life, Inc. (the “Company”).
Mr. Cervantes also resigned as Executive Chairman of the Board. Such resignations were not due to any disagreement with the Company on
any matter relating to its operations, policies (including accounting or financial policies) or practices. Mr. Cervantes is becoming an
advisor to the Company effective December 4, 2025.
On December 2,
2025, the Company filed a lawsuit in Palm Beach County, Florida against its former independent registered public accounting firm,
RBSM LLP, seeking more than $30 million in actual and punitive damages for alleged professional negligence and breach of agreement
for the Company’s filing obligations with the Securities and Exchange Commission. The lawsuit alleges that RBSM LLP’s actions and inactions directly caused, among other damages, the Company’s 2024 delisting
from the Nasdaq Stock Market, resulting in the decimation of the Company’s market capitalization and severe harm to shareholders.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: December 8, 2025 |
SMART FOR LIFE, INC. |
| |
|
| |
/s/ Darren C. Minton |
| |
Name: |
Darren C. Minton |
| |
Title: |
Chief Executive Officer |
