Laird Superfood, Inc.
For the period ended Mar 11, 2026. Filed Mar 12, 2026.
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Mar 11, 2026 · Filed Mar 12, 2026
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Contents
Conversion
The Series A Preferred Stock will be convertible into Common Stock at an initial conversion price equal to $3.57, as adjusted from time to time as set forth in the Certificate of Designation.
Each holder of Series A Preferred Stock has the right to convert all or any portion of such holder’s Series A Preferred Stock into an aggregate number of shares of Common Stock as is determined by (i) multiplying the number of shares (including any fraction of a share) to be converted by the sum of (a) the Accumulated Stated Value plus (b) compounded dividends (if such cumulative dividends have not yet been added to the Accumulated Stated Value) and, without duplication, accrued but unpaid dividends up to, but excluding, the conversion date on such shares to be converted (or in the case of any conversion in connection with a fundamental change, the Company Repurchase Price (as defined below)) and then (ii) dividing the result by the conversion price in effect immediately prior to such conversion, and in addition thereto the holder shall receive cash in lieu of any fractional shares.
At any time following the 30-month anniversary of the Issue Date and subject to certain conditions, (i) if for a consecutive period of at least 120 trading days, (a) the closing price per share of Common Stock exceeds $7.50 (as adjusted under certain circumstances) and (b) the average daily trading volume for the Common Stock is 100,000 shares of Common Stock, and (ii) the Company’s EBITDA for the preceding four fiscal quarters for which financial statements are available is at least $1.0 million, then the Company may elect to convert all of the outstanding shares of Series A Preferred Stock at the conversion price in effect immediately prior to such conversion.
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