Laird Superfood, Inc.

Current report

Laird Superfood develops and markets great-tasting, high-quality food and beverage products designed to support health, convenience, and everyday use. Our product portfolio emphasizes natural ingredients, nutrient density, and functional attributes, and includes offerings that incorporate adaptogens and other functional ingredients commonly associated with supporting stress management, energy, mental focus, and overall wellness. Our primary products include: (i) coffee creamers, (ii) coffee, tea, and hot chocolate products, (iii) hydration and beverage enhancing products, and (iv) snacks and other food items. Following the Navitas Acquisition, our products now also include healthy baking products, wellness staples and functional snacks. Over the long term, we seek to build a widely recognized superfood brand grounded in authenticity, functionality, and a commitment to supporting a healthy and sustainable future for consumers and the environment. We generate revenue through two channels: e-commerce and wholesale.

Current report

The Navitas Acquisition

Current report

On March 12, 2026 (the “Closing Date”), we completed the acquisition of Navitas LLC, a Delaware limited liability company (“Navitas”), pursuant to that certain securities purchase agreement, dated December 21, 2025 (the “Acquisition Agreement”) by and among the Company, Encore Consumer Capital Fund II, LP (“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,” together with Encore and the Haber Family Trust, the “Sellers”). Pursuant to the terms of the Acquisition Agreement, following the receipt of approval from our stockholders, we acquired (i) all of the issued and outstanding units of Navitas from the Sellers and (ii) all of the issued and outstanding capital stock of Global Superfoods Corp. (“GSC”), from Encore for a purchase price of $38.5 million in cash, subject to customary purchase price adjustments, including a working capital adjustment (the “Navitas Acquisition”). GSC is a holding company with no operations whose purpose is to hold units of Navitas.

Current report

The Nexus Investment

Current report

On the Closing Date and concurrently with the closing of the Navitas Acquisition, we completed the transactions contemplated by that certain investment agreement, dated December 21, 2025 (the “Investment Agreement”), entered into by and among the Company, Gateway Superfood NSSIII Investment, LLC (“Gateway III”), and Gateway Superfood NSSIV Investment, LLC (“Gateway IV” and together with Gateway III, the “Investor”), with the Investor being an affiliate of Nexus Capital Management LP (“Nexus”), pursuant to which the Investor purchased an aggregate of 50,000 initial shares (the “Initial Shares”) of Series A Preferred Stock (“Series A* *Preferred Stock”) at a purchase price of $1,000 per share for gross proceeds of $50.0 million at closing (the “Nexus Investment”). The net proceeds from the Nexus Investment were subsequently used to complete the transactions contemplated by the Acquisition Agreement (the Nexus Investment together with the Navitas Acquisition, the “Transactions”). For additional information regarding the Investment Agreement, see the information under the heading “Liquidity and Capital Resources.”

Current report

Board Appointments

Current report

We approved changes to our Board in connection with the Transactions. As of the Closing Date, the number of directors serving on the Board was increased to nine, and we appointed Doug Behrens, Michael Cohen, Kayla Dean Obia, and Kristin Patrick as representatives nominated by Nexus (the “Nexus Designees”), with Grant LaMontagne remaining on the Board and being considered the fifth Nexus Designee. In the future, the number of Nexus Representatives will adjust proportionately to Nexus’s ownership thresholds, subject to applicable law and stock exchange rules.

Current report

The increase in net sales in FY2025 was led by wholesale channel growth of 41% from FY2024, driven primarily by distribution expansion and velocity improvements in grocery and club. This was partially offset by softness in the DTC channel driven by lower new customer sales.

Current report

Gross margin contracted to 37.9% in FY2025 from 40.9% in FY2024. The increase in gross profit in FY2025 was driven by sales volume growth, offset in part by increased procurement costs related to commodity cost inflation and tariffs which drove the gross margin contraction.

Current report

General and administrative expense in FY2025 increased from FY2024 primarily driven by $0.7 million impairment charges related to long-lived intangible assets and $1.1 million of professional fees incurred in connection with the Navitas Acquisition. These increases were partially offset by reductions in ongoing general and administrative expenses, including insurance, dues and subscription fees, and professional fees relating to matters other than the Navitas Acquisition.

Current report

Sales and marketing expense in FY2025 increased from FY2024 driven primarily by increased investments in paid medial, advertising, and retail marketing initiatives, and, to a lesser extent, by higher selling fees resulting from increased sales volume.

Current report

Cash flows used in operating activities in FY2025 were working capital driven; accounts receivable increased driven by the timing of large customer shipments at the end of the year which were collected in the first quarter of 2026, and inventory increased due to strategic investment early in the year to avoid anticipated tariff costs.

Current report

Following fiscal year end, on March 12, 2026, we completed the Transactions, pursuant to which (i) the Investor purchased the Initial Shares of Series A Preferred Stock at a purchase price of $1,000 per share for gross proceeds of $50.0 million at closing and (ii) the Company acquired Navitas for a purchase price of $38.5 million in cash, subject to customary purchase price adjustments, including a working capital adjustment. Pursuant to the Investment Agreement, the Company has the option, following the Closing Date until 270 days following the Closing Date (or, if on such 270 th day the Company 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 issuance of the Initial Shares and the Additional Shares, the “Preferred Stock Issuance”) 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.

Current report

Among other things, the Transactions allow for opportunistic expansion of the Company’s product portfolio through potential strategic alternatives available to the Company, including potential mergers or acquisitions of other assets or entities that are synergistic to our business, and for increased financing opportunities, as the amount of the Company’s assets available to be used as collateral for future financing arrangements would be increased.

Current report

We continue to monitor macroeconomic trends and uncertainties such inflation of commodity costs, the effects of tariffs, and the potential imposition of modified or additional tariffs, which may have adverse effects on net sales and margins. As a result of the tariffs announced by the U.S. presidential administration, and potential tariff modifications or the imposition of tariffs or export controls by other countries, we have experienced some commodity cost volatility and anticipate that there could be increased supply chain challenges and consumer and economic uncertainty due to rapid changes in global trade policies in the future. Based on preliminary analysis of the potential effects of the announced tariffs and these other factors, we do not expect these factors to result in a material negative effect on our net sales or profitability in the near future. To date, we have elected to acquire additional inventory in advance of anticipated future tariff implementations, which has impacted our cash balances as of December 31, 2025, but which is not expected to meaningfully impact our cash balances long-term. However, we are continuing to evaluate these factors and their potential effects as well as our ability to potentially offset all or a portion of cost increases through pricing actions and cost savings efforts for fiscal year 2026 planning. Economic pressures on customers and consumers, including the challenges of high inflation and the effects of increased tariffs, may negatively affect our net sales and profitability in the future.

Previous report

Laird Superfood creates clean, functional, and sustainability-conscious products, many of which incorporate adaptogens which may be beneficial in reducing stress, improving energy levels, enhancing mental performance, mood regulation, and immune system support. Our primary products include (i) coffee creamers, (ii) hydration and beverage enhancing products, (iii) harvest snacks and other food items, and (iv) coffee, tea, and hot chocolate products. Consumer preferences within the evolving food and beverage industry are shifting away from processed and sugar-laden food and beverage products, as well as those containing significant amounts of highly processed and artificial ingredients. Our long-term goal is to build and scale a widely recognized brand that authentically focuses on natural ingredients, nutritional density, and functionality, which we believe will allow us to maximize penetration of a multi-billion-dollar opportunity in the grocery market. We generate revenue through two channels: e-commerce and wholesale.

Previous report

On May 4, 2024, we entered into to an accounts receivable factoring agreement (the “Factoring Agreement”) with Alterna Capital Solutions LLC (the “Purchaser”), pursuant to which we agreed to sell certain trade accounts receivable (the “Purchased Accounts”) to the Purchaser from time to time. The Factoring Agreement provides for the Company to have access to up to $2.0 million (the “Maximum Amount”) on a revolving basis, measured by the aggregate amount advanced for the unpaid balance of all Purchased Accounts from time to time. Upon receipt of the upfront purchase price for any Purchased Accounts, the Company will have sold and assigned all of its rights in such Purchased Accounts and all proceeds thereof. The upfront purchase price for a Purchased Account is up to 70% of the face amount thereof and the remaining portion is payable only if and when the Purchaser receives payment from account debtors exceeding the aggregate unadvanced face amount of the unpaid balance of all Purchased Accounts from time to time, plus all amounts due on accounts ineligible to be purchased, plus all accrued fees and expenses. The proceeds from the Factoring Agreement will be used to fund general working capital needs.

Previous report

Additionally, on September 15, 2023, we entered into a settlement agreement (the “2023 Settlement Agreement”) with a supplier (the “Supplier”) to recover losses incurred in connection with the product quality issue with coconut milk powder that we experienced in 2023, pursuant to which the Supplier was obligated to, among other things, pay the Company $50,000 and provide a discount to the Company on the sale of future products of up to $950,000. On February 27, 2024, we filed a complaint against the Supplier in the District Court of Boulder, Colorado alleging that the Supplier breached the 2023 Settlement Agreement by failing to deliver acceptable coconut milk powder (the “Litigation”). As a result of the Litigation, on July 30, 2024, the Company entered into an additional settlement agreement with the Supplier, pursuant to which, among other things, the Supplier agreed to remit cash payment to us of approximately $500,000 (the “2024 Settlement Agreement”). As of December 31, 2024, we had collected this settlement in full.

Previous report

The increase in net sales in FY2024 was led by e-commerce channel growth of 32% from FY2023, driven by improved subscription revenue and repeat consumer purchases, higher average order values, more efficient promotional strategies. Net sales from our wholesale channel likewise grew during FY2024 by 19% from FY2023, reflecting improved product velocities in retail outlets, distribution expansion, and more efficient promotional spend.

Previous report

Gross margin expanded to 40.9% in FY2024 compared to 30.1% in FY2023. The increase in gross profit and expansion of gross margin in FY2024 was driven by growth in sales volume, offset by the full benefit realization of the transition to a third-party co-manufacturing model, favorable product costs, settlement recoveries, and a reduction in trade discounts due to a pullback in inefficient trade spend.

Previous report

General and administrative expense in FY2024 decreased from FY2023 primarily due to a $0.5 million decrease in insurance expense.

Previous report

Sales and marketing expense in FY2024 decreased from FY2023 primarily due to improved efficiencies in media spending and lower personnel costs.

Previous report

Cash Flows from Operating Activities

Previous report

Positive cash flows from operating activities in FY2024 were the result of strategic cost reduction efforts over the last two years which enabled us to reduce our net loss from $10.2 million in FY2023 to $1.8 million in FY2024. Our $1.8 million net loss included expenses of $1.6 million related to stock-based compensation, which has increased in FY2024 compared to FY2023 as a result of our stock performance, and $1.0 million of other non-cash expenses including inventory obsolescence costs, and depreciation and amortization.

Previous report

Cash Flows from Investing Activities

Previous report

Cash Flows from Financing Activities

Previous report

Additionally, on September 15, 2023, we entered into the 2023 Settlement Agreement with the Supplier to recover losses incurred in connection with the product quality issue with coconut milk powder that we experienced in 2023, pursuant to which the Supplier was obligated to, among other things, pay the Company $50,000 and provide a discount to the Company on the sale of future products of up to $950,000. On February 27, 2024, we filed a complaint against the Supplier in the District Court of Boulder, Colorado alleging that the Supplier breached the 2023 Settlement Agreement by failing to deliver acceptable coconut milk powder. Both parties disputed liability. As a result of the Litigation, on July 30, 2024, the Company entered into the 2024 Settlement Agreement, pursuant to which, among other things, the Supplier agreed to remit cash payment to us of approximately $500,000. As of December 31, 2024, we had collected such payment pursuant to the 2024 Settlement Agreement in full.

Current report — wording carried from elsewhere

We have no significant unused sources of liquid assets outside of our working capital, aside from any potential future proceeds from the issuance of the Additional Shares following the Nexus Investment.