Laird Superfood, Inc.
For the period ended Sep 30, 2025. Filed Nov 10, 2025.
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Sep 30, 2025 · Filed Nov 10, 2025
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Notes to 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 subsidiary, 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 hasone reportable segment. See Note15 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 Form10-K for the year ended* December 31, 2024* (the “2024 Form10-K”) filed with the Securities and Exchange Commission (the “SEC”) on* February 26,2025. The financial information as of December 31, 2024* was derived from the audited consolidated financial statements and notes for the fiscal year ended* December 31, 2024* included in Item8 of the2024 Form10-K. The information included in this Quarterly Report on Form10-Q should be read in conjunction with the footnotes and management's discussion and analysis of the consolidated financial statements in the2024 Form10-K. Certain information in footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“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 arenot necessarily indicative of future operating results, and the operating results for thethree andnine months ended* September 30, 2025* arenot necessarily indicative of the results expected for the fiscal year ending* December 31, 2025* or any other period.
Liquidity
As of* September 30, 2025*, the Company had $5.3 million of cash-on-hand, compared to $2.9 million of cash used in operating activities during thenine months ended* September 30, 2025.This use of cash was driven by strategic investment into working capital, with inventory increasing to $10.0 million from $6.0 million as of September 30, 2025and December 31, 2024,respectively. This investment was made (i) to meet higher demand for the Company's products, (ii) to address the out-of-stocks experienced at the end of2024,* and (iii) to forward purchase inventory in anticipation of potential tariffs on the import of raw materials that are sourced outside of the United States, particularly in Southeast Asia. As the Company continues to sell down this forward-purchased inventory during the remainder of2025 and into2026, the Company expects cash balances to normalize and increase by the end of the2025 fiscal year.
As of* September 30, 2025*, the Company had access to up to $1.3 million of advances under its $2.0 million factoring agreement, of whichnone had been utilized as of the date of this report, and the Company hasno other significant unused sources of liquid assets outside of working capital. Based on the Company's current business plans, the Company believes that existing cash balances, including anticipated cash flow from operations, will be sufficient to finance operations and meet the foreseeable cash requirements through at least the nexttwelve months. In the future, the Company* mayraise funds by issuing debt or equity securities, or securities convertible into or exchangeable for our common stock. Such financing and other potential financing mayresult in dilution to stockholders, reduction in the market price of our common stock, imposition of debt covenants and repayment obligations, or other restrictions that mayadversely affect the business. In addition, the Company mayseek additional capital due to favorable market conditions or strategic considerations even if the Company believes that it has sufficient funds for its current or future operating plans. However, the Company may*be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms, or at all.
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Recently Issued Accounting Pronouncements
In* December 2023,the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”)2023-09, Income Taxes (Topic740): Improvements to Income Tax Disclosures* (“ASU2023-09”), which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for the year ending* December 31, 2025and interim periods within the fiscal years beginning after December 15, 2025.The Company currently doesnot* expect that the impact that ASU2023-09 will have a material impact on its consolidated financial statements and expects to apply the standard retrospectively.
In* November 2024,the FASB issued ASU2024*-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU2024-03”). ASU2024-03 requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation, and depreciation. ASU2024-03 is effective for public business entities for annual periods beginning after* December 15, 2026,and interim reporting periods within fiscal years beginning after December 15, 2027.Early adoption is permitted. The Company is currently evaluating the impact of ASU2024*-03 on its financial statements and related disclosures.
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* September 30, 2025* for potential recognition of disclosure in the financial statements and determined that there wereno such subsequent events.
2. Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash are highly liquid instruments with an original maturity ofthree 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 ofthree 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:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Cash and cash equivalents | $5,083,074 | $8,339,918 |
| Restricted cash | 199,158 | 174,234 |
| Total cash, cash equivalents, and restricted cash | $5,282,232 | $8,514,152 |
Amounts in restricted cash represent those that are required to be set aside by the following contractual agreements:
| ● | On December 3, 2020, the Company entered into an agreement with Danone Manifesto Ventures, PBC, which provided the Company $298,103 in funds for the purpose of supporting three COVID-19 relief projects. As of September 30, 2025 and December 31, 2024, cash equivalents in the amount of $99,525 were restricted under this agreement. During the three and nine months ended September 30, 2025 and 2024, the Company has not contributed to these projects. The restriction will be released upon the completion of the projects. |
| ● | Cash equivalents of $530,000 were pledged to secure Company credit card limits. As of September 30, 2025 and December 31, 2024, $99,633 and $74,709, respectively, of these funds were restricted to collateralize borrowings against these Company credit cards. |
Cash, cash equivalents, and restricted cash balances that exceeded the Federal Deposit Insurance Corporation (“FDIC”) and Securities Investor Protection Corporation ("SIPC") insurable limits as of* September 30, 2025* and* December 31, 2024* totaled $4,394,132 and $7,621,392, respectively. The Company hasnot experienced any losses related to these balances. The Company’s cash, cash equivalents, and restricted cash are with what the Company believes to be high-quality financial institutions and the Company considers the risks associated with these funds in excess of FDIC and SIPC insurable limits to be low.
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3. 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 afirst-infirst-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:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Raw materials and packaging | $5,015,094 | $3,049,399 |
| Finished goods | 4,963,819 | 2,926,277 |
| Total Inventory | $9,978,913 | $5,975,676 |
As of* September 30, 2025* and* December 31, 2024*, the Company had a total of $97,328 and $871,406, respectively, of prepayments for future raw materials inventory which are included in prepaid expenses and other current assets on the balance sheets.
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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 thethree andnine months ended* September 30, 2025*, the Company recorded $113,209 and $515,147, respectively, of inventory obsolescence and disposal costs. For thethree andnine months ended* September 30, 2024*, the Company recorded $372,617 and $560,519, respectively, of inventory obsolescence and disposal costs.
The following table presents the components of inventory reserves as of:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Estimated based on inventory turnover, quantities on hand, and expiration dates | $324,070 | $132,557 |
| Discontinued product | 139,966 | 293,235 |
| Total inventory reserves | $464,036 | $425,792 |
4. Prepaid Expenses and Other Current Assets
The following table presents the components of prepaid expenses and other current assets as of:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Prepaid expenses | $672,777 | $568,549 |
| Prepaid inventory | 97,328 | 871,406 |
| Deposits | 317,939 | 222,483 |
| Other current assets | 60,031 | 51,451 |
| Prepaid expenses and other current assets | $1,148,075 | $1,713,889 |
5. Property and Equipment
Property and equipment, net is comprised of the following as of:
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Gross Carrying Amount | Accumulated Depreciation | Net Carrying Amount | Gross Carrying Amount | Accumulated Depreciation | Net Carrying Amount | |
| Furniture and office equipment | $275,539 | $(221,876) | $53,663 | $199,085 | $(155,437) | $43,648 |
| Leasehold improvements | 21,261 | (11,037) | 10,224 | 21,261 | (6,462) | 14,799 |
| $296,800 | $(232,913) | $63,887 | $220,346 | $(161,899) | $58,447 | |
Depreciation expense was $25,162 and $71,014 for thethree andnine months ended* September 30, 2025*, respectively. Depreciation expense was $20,785 and $60,365 for thethree andnine months ended* September 30, 2024*, respectively.
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6. Intangible Assets
Intangible assets are comprised of the following as of:
| September 30, 2025 | December 31, 2024 | |||||
|---|---|---|---|---|---|---|
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |
| Trade names (10 years) | $60,000 | $— | $60,000 | $890,827 | $(213,798) | $677,029 |
| Recipes (10 years) | 60,000 | — | 60,000 | 330,000 | (121,000) | 209,000 |
| Other intangible assets (3 years) | 131,708 | (131,708) | — | 211,708 | (201,614) | 10,094 |
| Definite-lived intangible assets | 251,708 | (131,708) | 120,000 | 1,432,535 | (536,412) | 896,123 |
| Licensing agreements (indefinite) | 132,100 | — | 132,100 | 132,100 | — | 132,100 |
| Total intangible assets | $383,808 | $(131,708) | $252,100 | $1,564,635 | $(536,412) | $1,028,223 |
The weighted-average remaining useful life of all the Company’s intangible assets is 0.7 years.
For thethree andnine months ended* September 30, 2025*, amortization expense was $34,975 and $115,020, respectively. For thethree andnine months ended* September 30, 2024*, amortization expense was $45,055 and $144,054, respectively.
Definite-lived intangible assets are evaluated for impairment under Accounting Standards Codification ("ASC") Topic360-10, Impairment and Disposal of Long-Live Assets whenever events or changes in circumstances indicate the carrying value* may**not* be recoverable. During thethird quarter of2025, the Company identified a triggering event related to the Picky Bars long-lived asset group (‘‘the asset group’’) related to a decision to discontinue the Picky Bars brand in thesecond quarter of2026, in order to re-direct the Company's investment into the Laird Superfood brand. As a result, the Company evaluated the recoverability of the asset group as of* September 30, 2025.The estimated undiscounted future cash flows generated by the asset group were less than the carrying amount, indicating that the asset group wasnot* recoverable. The Company performed a quantitative analysis on the Company's estimates of the fair values of the asset group which exceeded their carrying values, indicating that the asset group was impaired. In thethree andnine months ended* September 30, 2025*, the Company recorded impairment charges of $661,103, net of accumulated amortization, which was allocated to acquired trade names and recipes. There wereno impairment charges in thethree andnine months ended* September 30, 2024.*
The estimated amortization expense for each of the nextfive years and thereafter is as follows:
| 2025 (excluding the nine months ended September 30, 2025) | $45,000 |
| 2026 | 75,000 |
| Total | $120,000 |
7. Accrued Expenses
The following table presents the components of accrued expenses as of:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Accrued compensation and benefits | $1,114,139 | $1,993,008 |
| Accrued accounts payable | 1,582,244 | 1,082,789 |
| Other accrued expenses | 557,357 | 567,201 |
| Accrued expenses | $3,253,740 | $3,642,998 |
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8. Leases
Lessee
The Company has entered into operating lease agreements for corporate office space with varying lease terms. For the periods presented below, the components of lease expense were as follows:
| Three Months Ended | Nine Months Ended | |
|---|---|---|
| September 30, 2025 | September 30, 2025 | |
| Operating leases | ||
| Operating lease cost | $23,059 | $69,178 |
| Variable lease cost | — | — |
| Operating lease expense | 23,059 | 69,178 |
| Short-term lease rent expense | 159,188 | 371,416 |
| Total rent expense | $182,247 | $440,594 |
| Three Months Ended | Nine Months Ended | |
|---|---|---|
| September 30, 2024 | September 30, 2024 | |
| Operating leases | ||
| Operating lease cost | $38,085 | $114,254 |
| Variable lease cost | 5,790 | 17,145 |
| Operating lease expense | 43,875 | 131,399 |
| Short-term lease rent expense | 87,596 | 231,723 |
| Total rent expense | $131,471 | $363,122 |
| Nine Months Ended | ||
|---|---|---|
| September 30, 2025 | September 30, 2024 | |
| Operating cash flows – operating leases | $79,475 | $97,520 |
| September 30, 2025 | September 30, 2024 | |
|---|---|---|
| Weighted-average remaining lease term – operating leases (in years) | 1.9 | 2.5 |
| Weighted-average discount rate – operating leases | 7.50% | 7.06% |
As of* September 30, 2025*, future minimum payments during the nextthree years, withno future minimum payments thereafter, are as follows:
| 2025 (excluding the nine months ended September 30, 2025) | $26,491 |
| 2026 | 109,145 |
| 2027 | 56,210 |
| Total | 191,846 |
| Less imputed interest | (12,694) |
| Operating lease liabilities | $179,152 |
Lessor
The Company was the lessor in a sublease agreement until* October 31, 2024.*For the periods presented below, the components of rental income were as follows:
| Three Months Ended | Nine Months Ended | |
|---|---|---|
| September 30, 2024 | September 30, 2024 | |
| Operating leases | ||
| Operating lease income | $14,054 | $42,164 |
| Variable lease income | 5,318 | 15,951 |
| Total rental income | $19,372 | $58,115 |
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9. Income Taxes
The Company had a tax net loss for thethree andnine months ended* September 30, 2025and2024* and, therefore, has recordedno assessment of current federal income taxes. The Company is subject to minimum state taxes for various jurisdictions, as well as franchise taxes, which are considered income taxes under ASC740, Income Taxes. A reconciliation of income tax expense at the federal statutory rate to the income tax provision at the Company's effective rate is as follows:
| Nine Months Ended | ||
|---|---|---|
| September 30, 2025 | September 30, 2024 | |
| Income tax benefit at statutory rates | $156,166 | $238,915 |
| Valuation allowance for deferred tax assets | (360,329) | (770,921) |
| Stock-based compensation | 184,564 | 494,099 |
| Other income (expense), net | (8,405) | (9,995) |
| Reported income tax expense | $(28,004) | $(47,902) |
| Effective tax rate: | 1.9% | 3.5% |
The Company’s deferred tax assets consisted of the following as of:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| Deferred tax assets: | ||
| Net operating loss carryforwards | $22,004,325 | $21,368,607 |
| Intangible assets | 1,854,015 | 2,115,891 |
| Property and equipment | 542,103 | 618,260 |
| Accrued expenses | 402,491 | 367,651 |
| Unexercised options | 1,003,010 | 1,132,698 |
| Other | 552,553 | 661,567 |
| Total deferred tax assets | 26,358,497 | 26,264,674 |
| Valuation allowance | (26,358,497) | (26,264,674) |
| Total net deferred tax assets | $— | $— |
As of* September 30, 2025*, the Company didnot provide a current or deferred U.S. federal income tax provision or benefit for any of the periods presented, because the Company has reported cumulative losses since inception. The Company has recorded a provision for state income taxes and a corresponding current state income tax payable of approximately $14,730 and $9,306 as of* September 30, 2025* and* December 31, 2024*, respectively.
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The following tables presents net operating losses ("NOLs") and other income tax carryforwards for the following periods:
| September 30, 2025 | December 31, 2024 | |
|---|---|---|
| NOLs and other income tax carryforwards | ||
| Federal NOLs pre-2017 (1) | $1,868,077 | $1,868,077 |
| Federal NOLs post-2018 (2) | 85,498,253 | 82,744,578 |
| State NOLs (3) | 61,879,189 | 60,941,124 |
| Total NOLs | 149,245,519 | 145,553,779 |
| Credits (4) | 219,488 | 219,488 |
| Other carryforwards (4) | 1,326,391 | 1,333,552 |
| Total NOLs and other income tax carryforwards | $150,791,398 | $147,106,819 |
| (1) Can be carried forward for 20 years and which begin to expire in 2036. | ||
| (2) Can be carried forward indefinitely. | ||
| (3) Can be carried forward for between 15 and 20 years and which begin to expire in 2031. | ||
| (4) Can be carried forward for between one and five years and begin to expire in 2025. | ||
The use of NOLs* maybe subject to certain limitations, such as those triggered by ownership changes under Section382* of the Internal Revenue Code. Because of these provisions, the use of a portion of the Company's NOLs and tax credit carryforwards* maybe limited in future periods. Further, a portion of the NOLs may*expire before being applied to reduce future income tax liabilities.
The Company assesses its deferred tax assets and liabilities to determine if it is more likely thannot, they will be realized; ifnot, a valuation allowance is required to be recorded. Management has determined it is more likely thannot that the deferred tax assets wouldnot be realized, thus a full valuation allowance was recorded against the deferred tax assets. The Company* mayreduce the valuation allowance against definite-lived deferred tax assets at such a time when it becomes more likely thannot* that the definite-lived deferred tax assets will be realized. The change in the valuation allowance for deferred tax assets and liabilities for thenine months ended* September 30, 2025and2024* were net increases of $0.1 million and $0.9 million, respectively.
GAAP requires management to evaluate and report information regarding its exposure to various tax positions taken by the Company. The Company has determined whether there are any tax positions that have met the recognition threshold and has measured the Company’s exposure to those tax positions. Management believes that the Company has adequately addressed all relevant tax positions and that there areno unrecorded tax liabilities or uncertain tax positions.
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. U.S. and state jurisdictions have statutes of limitations that generally range from3 to5 years.
On* July 4, 2025,legislation, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in2025* and others implemented through2027. The Company currently doesnot expect the OBBBA to have a material impact on our consolidated financial statements and recognizes any income tax effects in the consolidated financial statements beginning in the period in which the OBBBA was signed into law.
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10. Stock Incentive Plan
The Company adopted an incentive plan on* September 22, 2020,to provide for the grant of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), deferred stock units, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to Company employees, employees of the Company’s affiliates, non-employee directors and certain consultants and advisors. In May 2024,the Company's stockholders approved an amendment to the incentive plan to reserve an additional 1,536,742 shares for issuance (as amended, the“2020* Plan”). As of* September 30, 2025*, the Company had 1,202,649 authorized shares that were issuable or eligible for awards under the2020 Plan, excluding 2,146,295 shares that were issuable upon vesting and exercise of outstanding stock awards.
Stock Options
The following tables summarize the Company’s stock option activity during thenine months ended* September 30, 2025and2024*:
| Weighted · Weighted | ||||
|---|---|---|---|---|
| Average · Average | ||||
| Options | Exercise Price | Contractual | Aggregate | |
| Activity | (per share) | Term (years) | Intrinsic Value | |
| Balance at January 1, 2025 | 1,630,428 | $3.47 | 7.77 | $8,770,109 |
| Granted | — | $— | — | $— |
| Exercised/released (1) | (89,000) | $0.93 | — | $— |
| Cancelled/forfeited | (44,000) | $0.73 | — | $— |
| Balance at September 30, 2025 | 1,497,428 | $3.70 | 7.77 | $5,167,047 |
| Exercisable at September 30, 2025 | 699,107 | $6.11 | 6.92 | $1,631,683 |
(1) Includes 11,427 shares of common stock which were withheld to cover stock option exercise costs.
| Weighted · Weighted | ||||
|---|---|---|---|---|
| Average · Average | ||||
| Options | Exercise Price | Contractual | Aggregate | |
| Activity | (per share) | Term (years) | Intrinsic Value | |
| Balance at January 1, 2024 | 1,234,778 | $4.52 | 7.91 | $30,000 |
| Granted | 799,188 | $0.73 | ||
| Exercised/released (1) | (293,250) | $1.12 | ||
| Cancelled/forfeited | (88,288) | $1.76 | ||
| Balance at September 30, 2024 | 1,652,428 | $3.44 | 8.04 | $5,108,343 |
| Exercisable at September 30, 2024 | 498,041 | $4.52 | 6.02 | $800,276 |
(1) Includes 86,643 shares of common stock which were withheld to cover stock option exercise costs.
The fair value of each stock option granted under the2020 Plan is estimated on the grant date using the Black-Scholes option valuation model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company's historical experience. The aggregate intrinsic value in the tables above, which is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options, is before applicable income taxes and represents the amount that option holders would have realized if all in-the-money options had been exercised on the last business day of the period indicated. The total intrinsic value of options that vested during thenine months ended* September 30, 2025and2024* was $1,295,897 and $602,559, respectively. The total intrinsic value of options that were exercised duringnine months ended* September 30, 2025and2024* was $431,903 and $535,394, respectively.
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Restricted Stock Units
The following tables summarize the Company’s RSU activity during thenine months ended* September 30, 2025and2024*:
| Weighted Average · Weighted Average | ||||
|---|---|---|---|---|
| RSU | Grant Date Fair | Remaining Vesting | Aggregate | |
| Activity | Value (per share) | Term (years) | Fair Value | |
| Balance at January 1, 2025 | 1,115,498 | $3.85 | 3.26 | $4,294,241 |
| Granted | 114,760 | $5.88 | — | $— |
| Exercised/released (1) | (348,188) | $4.13 | — | $— |
| Cancelled/forfeited | (16,084) | $4.39 | — | $— |
| Balance at September 30, 2025 | 865,986 | $4.04 | 2.77 | $3,499,491 |
(1) Includes 52,405 shares of common stock which were withheld to cover taxes.
| Weighted Average · Weighted Average | ||||
|---|---|---|---|---|
| RSU | Grant Date Fair | Remaining Vesting | Aggregate | |
| Activity | Value (per share) | Term (years) | Fair Value | |
| Balance at January 1, 2024 | 771,885 | $1.76 | 2.04 | $1,361,696 |
| Granted | 824,650 | $4.45 | — | $— |
| Exercised/released (1) | (402,093) | $1.43 | — | $— |
| Cancelled/forfeited | (62,566) | $1.27 | — | $— |
| Balance at September 30, 2024 | 1,131,876 | $3.87 | 3.49 | $4,376,881 |
(1) Includes 13,080 shares of common stock which were withheld to cover taxes.
The Company estimates the fair value of each RSU using the fair value of the Company’s common stock on the date of grant for the purposes of calculating compensation costs. The total vest-date market value of RSUs that vested during thenine months ended* September 30, 2025and2024* was $2,303,947 and $987,128, respectively. The total fair value of RSUs that were granted during thenine months ended* September 30, 2025and2024* was $674,789 and $3,699,693, respectively.
Restricted Stock
During thethree months ended* September 30, 2025,the Company issued 7,717 shares of restricted stock to a contractor for services rendered, at a fair value of $7.40 per share, with a remaining vesting term of 0.82 years. The Company estimates the fair value of each share of restricted stock using the fair value of the Company’s common stock on the date of grant for the purposes of calculating compensation costs. The fair value of shares of restricted stock that were granted during thenine* months ended* September 30, 2025and2024* was $57,106 and $0, respectively.
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Market-Based Stock Units ("MSUs")
There wereno MSUs outstanding during thenine months ended* September 30, 2025*. The following table summarizes the Company’s MSU activity during thenine months ended* September 30, 2024*:
| Weighted Average · Weighted Average | ||||
|---|---|---|---|---|
| MSU | Grant Date Fair | Remaining Vesting | Aggregate | |
| Activity | Value (per share) | Term (years) | Fair Value | |
| Balance at January 1, 2024 | 621,314 | $1.57 | 0.62 | $977,558 |
| Granted | — | $— | — | $— |
| Exercised/released | (300,000) | $0.18 | — | $— |
| Cancelled/forfeited | (321,314) | $2.91 | — | $— |
| Balance at September 30, 2024 | — | $— | — | $— |
The MSUs vest upon the30-day weighted average stock price reaching or exceeding established targets within the requisite service period. The Company estimates the grant-date fair value of the MSUs using a Monte Carlo simulation, which requires assumptions for expected volatility, risk-free rate of return and dividend yield. Compensation expense for these MSUs is recognized over the requisite service period regardless of whether the market conditions are satisfied.
No MSUs vested during thenine months ended* September 30,2025. The total vest-date market value of MSUs that vested during thenine months ended September 30, 2024was $1,276,000. No MSUs were granted in thenine* months ended* September 30, 2025or2024.*
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Stock-Based Compensation
Stock-based compensation expense is recognized ratably over the requisite service period for all awards. The following tables summarize the Company’s stock-based compensation recorded as a result of applying the provisions of ASC Topic718, Compensation - Stock Compensation, to equity awards:
| Three Months Ended | Nine Months Ended | Unrecognized Compensation Cost Related to Non-Vested Awards as of | Weighted-Average Remaining Vesting Period as of | |
|---|---|---|---|---|
| September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 (years) | |
| Stock options | $76,521 | $237,035 | $362,660 | 2.44 |
| RSUs | 352,320 | 1,188,792 | 2,879,517 | 2.96 |
| Other | 10,609 | 10,609 | 46,496 | 0.82 |
| Total stock-based compensation | $439,450 | $1,436,436 | $3,288,673 | 2.87 |
| Cost of goods sold | $8,717 | $18,313 | $29,415 | 1.76 |
| General and administrative | 400,410 | 1,335,653 | 2,924,002 | 2.88 |
| Sales and marketing | 30,323 | 82,470 | 335,256 | 2.87 |
| Total stock-based compensation | $439,450 | $1,436,436 | $3,288,673 | 2.87 |
| Three Months Ended | Nine Months Ended | Unrecognized Compensation Cost Related to Non-Vested Awards as of | Weighted-Average Remaining Vesting Period as of | |
|---|---|---|---|---|
| September 30, 2024 | September 30, 2024 | December 31, 2024 | December 31, 2024 (years) | |
| Stock options | $85,691 | $258,885 | $713,005 | 2.88 |
| RSUs | 453,129 | 787,110 | 3,902,241 | 3.67 |
| Other | 1,605 | 27,703 | — | — |
| Total stock-based compensation | $540,425 | $1,073,698 | $4,615,246 | 3.55 |
| Cost of goods sold | $993 | $2,657 | $10,641 | 3.88 |
| General and administrative | 509,749 | 950,530 | 4,318,188 | 3.49 |
| Sales and marketing | 29,683 | 120,511 | 286,417 | 4.41 |
| Total stock-based compensation | $540,425 | $1,073,698 | $4,615,246 | 3.55 |
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11. Loss per Share
Basic loss per share is determined by dividing the net loss attributable to the Company's common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is similarly determined, except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued. Dilutive potential shares of common stock consist of employee stock options, RSAs, RSUs, and MSUs. The dilutive effect of employee stock options, RSAs, RSUs, and MSUs by the Company are calculated using the treasury stock method. For the periods presented below, basic earnings per share is reconciled to diluted earnings per share in the following table:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net loss | $(975,066) | $(166,120) | $(1,493,426) | $(1,421,718) |
| Weighted average shares outstanding - basic and diluted | 10,664,585 | 10,256,802 | 10,513,356 | 9,831,927 |
| Basic and diluted: | ||||
| Net loss per share, basic and diluted | $(0.09) | $(0.02) | $(0.14) | $(0.14) |
| Common stock options, restricted stock awards, and market-based stock awards excluded due to anti-dilutive effect | 2,371,131 | 2,784,304 | 2,371,131 | 2,784,304 |
12. Concentrations
The following table details the concentration of vendor accounts payable balances in excess of10% of total accounts payable at each period:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Vendor A | 13% | 14% |
| Vendor B | 34% | 18% |
| Vendor C | * | 10% |
| Total | 47% | 42% |
The following table details the concentration of customer accounts receivable balances in excess of10% of total trade accounts receivable at each period:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Customer A | 32% | 43% |
| Customer B | 26% | 20% |
| Customer C | 18% | 14% |
| Total | 76% | 77% |
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The following table details the concentration of sales to specific customers in excess of10% of total gross sales for each period and the accounts receivable balances from those customers at the end of each period:
| Gross Sales · Gross Sales · Gross Accounts Receivable | ||||||
|---|---|---|---|---|---|---|
| Three Months Ended September 30, | Nine Months Ended September 30, | As of September 30, | ||||
| 2025 | 2024 | 2025 | 2024 | 2025 | 2024 | |
| Customer A | 13% | 18% | 16% | 16% | $730,713 | $845,955 |
| Customer B | 16% | 14% | 15% | 16% | 608,116 | 550,903 |
| Customer C | 23% | 12% | 18% | 10% | 410,196 | 225,349 |
| Total | 52% | 44% | 49% | 42% | $1,749,025 | $1,622,207 |
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 of10% of total purchases:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Supplier A | 14% | * | 16% | 10% |
| Supplier B | 28% | 19% | 21% | 13% |
| Supplier C | * | * | * | 10% |
| Supplier D | * | 11% | * | 11% |
| Total | 42% | 30% | 37% | 44% |
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 of10% of total purchases:
| Three Months Ended September 30, | Nine Months Ended September 30, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Country A | 19% | 11% | 22% | 12% |
| Country B | * | 11% | * | 12% |
| Country C | 11% | * | * | * |
| Total | 30% | 22% | 22% | 24% |
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13. Related Parties
ASC Topic850, 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
On* May 26, 2020,the Company executed a License and Preservation Agreement with Mr. Hamilton and Ms. Reece, which superseded the predecessor license and preservation agreements with both individuals. Among other modifications, the agreement (i) modified certain approval rights, (ii) modified certain assignment, change of control and indemnification provisions, and (iii) granted the Company the right to extend the term of the agreement for additionalten*-year terms upon the expiration of the initialone-hundred-year term.No additional monetary consideration was exchanged in connection with the agreement.
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, 2024*, with an option to renew forone-year terms. In connection with these services, the Company recognized advertising expenses totaling $92,084 and $239,257, respectively, for thethree andnine months ended* September 30, 2025*, and $70,465 and $196,532, respectively, for thethree andnine months ended* September 30, 2024*. As of* September 30, 2025* and* December 31, 2024*, amounts payable to Gabby Reece of $81,280 and $34,947, respectively, are included in related party liabilities in the balance sheets.
Viola Hamilton, the daughter of director and co-founder, Laird Hamilton, provided certain marketing services for the Company during thethree months ended* September 30, 2025.There wasno* compensation paid for these services during thethree months ended* September 30, 2025.As of September 30, 2025,*no long-term agreement was entered into by the Company and Ms. Hamilton.
14. Revenue Recognition
The Company’s primary source of revenue is sales of coffee creamers, hydration and beverage enhancing products, snacks and other food items, and coffee, tea, and hot chocolate products. The Company recognizes revenue when control of the promised good is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. Each delivery or shipment made to a customer is considered to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collect the sales price under normal credit terms. Additionally, the Company estimates the impact of certain common practices employed by it and other manufacturers of consumer products, such as scan-based trading, product rebate and other pricing allowances, product returns, trade promotions, sales broker commissions and slotting fees. These estimates are recorded at the end of each reporting period.
As reflected in the table below, in accordance with ASC Topic606, 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 September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| $ | % of Total | $ | % of Total | |
| Coffee creamers | $7,730,555 | 60% | $6,273,157 | 53% |
| Coffee, tea, and hot chocolate products | 4,036,805 | 31% | 3,298,363 | 28% |
| Hydration and beverage enhancing products | 1,591,363 | 12% | 2,520,402 | 21% |
| Snacks and other food items | 1,376,125 | 11% | 1,558,611 | 13% |
| Other | 11,506 | —% | 75,339 | 1% |
| Gross sales | 14,746,354 | 114% | 13,725,872 | 116% |
| Shipping income | 121,170 | 1% | 142,002 | 1% |
| Discounts and promotional activity | (1,971,862) | (15)% | (2,091,528) | (17)% |
| Sales, net | $12,895,662 | 100% | $11,776,346 | 100% |
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| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| $ | % of Total | $ | % of Total | |
| Coffee creamers | $21,214,128 | 58% | $16,540,456 | 52% |
| Coffee, tea, and hot chocolate products | 10,856,733 | 30% | 7,977,157 | 25% |
| Hydration and beverage enhancing products | 5,521,567 | 15% | 6,855,274 | 22% |
| Snacks and other food items | 4,219,833 | 12% | 4,546,448 | 14% |
| Other | 154,824 | —% | 289,261 | 1% |
| Gross sales | 41,967,085 | 115% | 36,208,596 | 114% |
| Shipping income | 381,517 | 1% | 373,832 | 1% |
| Discounts and promotional activity | (5,807,939) | (16)% | (4,893,490) | (15)% |
| Sales, net | $36,540,663 | 100% | $31,688,938 | 100% |
The Company generates revenue throughtwo channels: e-commerce and wholesale, which is summarized below for the periods presented:
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| $ | % of Total | $ | % of Total | |
| E-commerce | $6,123,360 | 47% | $6,887,356 | 58% |
| Wholesale | 6,772,302 | 53% | 4,888,990 | 42% |
| Sales, net | $12,895,662 | 100% | $11,776,346 | 100% |
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| $ | % of Total | $ | % of Total | |
| E-commerce | $18,573,820 | 51% | $18,854,020 | 59% |
| Wholesale | 17,966,843 | 49% | 12,834,918 | 41% |
| Sales, net | $36,540,663 | 100% | $31,688,938 | 100% |
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The Company generates revenue two distinct brands: Laird Superfood and Picky Bars, which is summarized below for the periods presented:
| Three Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| $ | % of Total | $ | % of Total | |
| Laird Superfood | $12,472,480 | 97% | $11,008,406 | 93% |
| Picky Bars | 423,182 | 3% | 767,940 | 7% |
| Sales, net | $12,895,662 | 100% | $11,776,346 | 100% |
| Nine Months Ended September 30, | ||||
|---|---|---|---|---|
| 2025 | 2024 | |||
| $ | % of Total | $ | % of Total | |
| Laird Superfood | $35,080,057 | 96% | $29,300,815 | 92% |
| Picky Bars | 1,460,606 | 4% | 2,388,123 | 8% |
| Sales, net | $36,540,663 | 100% | $31,688,938 | 100% |
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, 2024*, were recognized in net sales during thenine months ended* September 30, 2025*. For the periods presented below, the balances of receivables from contracts with customers and contract liabilities were as follows:
| January 1, | December 31, | September 30, | |
|---|---|---|---|
| 2024 | 2024 | 2025 | |
| Accounts receivable, net | $1,022,372 | $1,762,911 | $1,983,808 |
| Contract liabilities | $(427,974) | $(348,869) | $(342,689) |
The following table summarizes the components of estimated allowances for credit losses:
| September 30, | December 31, | |
|---|---|---|
| 2025 | 2024 | |
| Allowance for bad debts | $20,658 | $16,107 |
| Factoring payable (receivable) | $27 | (1,534) |
| Total allowances for credit losses | $20,685 | $14,573 |
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15. Reportable Segment
In accordance with ASC280, Segment Reporting, the Company considers operating segment(s) to be components of the Company’s business for which separate financial information is available and is evaluated regularly by management in deciding how to allocate resources and in assessing performance.
The Company manages their business throughone operating and reportable segment: superfood. The superfood segment provides customers with clean, functional, and sustainability-conscious alternatives in an industry rife with ultra-processed ingredients and laden with artificial sweeteners. This segment includes the sales of (i) coffee creamers, (ii) hydration and beverage enhancing products, (iii) snacks and other food items, and (iv) coffee, tea, and hot chocolate products. Substantially all revenue is derived from domestic product sales. The accounting policies of the superfood segment are the same as those described in the summary of significant accounting policies. The Company doesnot have intra-entity sales or transfers.
The Company's CODM is the Chief Executive Officer.
The CODM assesses segment performance and allocates resources based on consolidated net loss. As a secondary measure, the CODM also utilizes a non-GAAP measure, adjusted EBITDA, which the Company defines as net loss, adjusted to exclude: (i) depreciation and amortization expenses, (ii) stock-based compensation, (iii) income tax (benefit) expense, (iv) interest expense and other (income) expense, net, (v) expenses related to the impairment of long-lived intangible assets, and (v) expenses related to a product quality issue. The CODM uses consolidated net loss and adjusted EBITDA to assess operating performance, excluding non-cash costs and non-recurring events, as compared to prior results, annual operating plans, iterative periodic forecasts, and our competitors, on a consistent basis. All expense categories on the consolidated statements of operations, and those described herein, are significant, and there areno other significant segment expenses that would require disclosure. The CODM uses this information to allocate future operating and capital expenditures. The measure of segment assets is reported on the consolidated balance sheets as total assets.
The following table reconciles consolidated net loss to consolidated adjusted EBITDA for the periods presented:
| Three Months Ended September 30, | Years Ended December 31, | |||
|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |
| Net loss | $(975,066) | $(166,120) | $(1,493,426) | $(1,421,718) |
| Adjusted for: | ||||
| Depreciation and amortization | 60,137 | 65,840 | 186,034 | 204,419 |
| Stock-based compensation | 439,450 | 540,425 | 1,436,436 | 1,073,698 |
| Income tax expense | 7,131 | 5,421 | 28,004 | 47,902 |
| Interest expense and other (income) expense, net | (27,647) | (107,891) | (147,656) | (321,957) |
| Impairment of long-lived intangible assets | 661,103 | — | 661,103 | — |
| Product quality issue (a) | — | (349,115) | — | (384,329) |
| Adjusted EBITDA | $165,108 | $(11,440) | $670,495 | $(801,985) |
| (a) In January 2023, the Company identified a product quality issue with raw material from one vendor and we voluntarily withdrew any affected finished goods. The Company previously incurred costs associated with product testing, discounts for replacement orders, and inventory obsolescence costs. The Company reached settlement with a supplier in the third quarter of 2023 and recorded recoveries in 2024. | ||||
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.