Laird Superfood, Inc.

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 subsidiaries, Navitas LLC (“Navitas”), Global Superfoods Corp (“GSC”), and 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 Note13 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, 2025* (the “2025 Form10-K”) filed with the Securities and Exchange Commission (the “SEC”) on* March 30,2026. The financial information as of December 31, 2025* was derived from the audited consolidated financial statements and notes for the fiscal year ended* December 31, 2025* included in Item8 of the2025 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 the2025 Form10-K. Certain information in footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. 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 months ended* March 31, 2026* arenot necessarily indicative of the results expected for the fiscal year ending* December 31, 2026* or any other period.

2. Business Combinations

Navitas Acquisition

On* March 12, 2026 (the “Navitas Closing Date”), the Company acquired all of the issued and outstanding units of Navitas LLC (“Navitas”), a Delaware limited liability company, and all of the issued and outstanding capital stock of Global Superfoods Corp (“GSC”), a holding company withno* operations whose sole purpose is to hold units of 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,and Advantage Capital Agribusiness Partners, L.P. (collectively, the “Navitas Sellers”). The Transactions were approved by the Company’s stockholders at a special meeting held on March 11, 2026.*

Navitas is a leading premium organic superfood brand founded in2003, offering high-quality organic superfoods across natural and conventional grocery, club, and e-commerce channels. The Company acquired Navitas to expand its product portfolio and distribution reach in the premium natural and functional foods market, accelerating its strategy to build a scaled positive nutrition platform.

The aggregate consideration paid to the Navitas Sellers was $40.9 million in cash, reflecting an initial purchase price of $38.5 million, as adjusted for post-closing working capital adjustments pursuant to the terms of the Acquisition Agreement, and the Company's payment of incremental acquisition-related transactions costs of the Navitas Sellers. The Navitas Acquisition was funded with proceeds from the concurrent private placement of $50.0 million of the Series A Preferred Stock to the Investor, affiliates of Nexus. The results of Navitas’s operations have been included in the Company’s condensed consolidated financial statements from the Navitas Closing Date.

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Accounting Treatment

The Navitas Acquisition has been accounted for under the acquisition method of accounting in accordance with ASC Topic805, Business Combinations. Under the acquisition method, identifiable assets acquired and liabilities assumed are recognized at their estimated fair values as of the Navitas Closing Date. The excess of consideration transferred over the estimated fair value of net identifiable assets acquired is recorded as goodwill.

Preliminary Purchase Price Allocation

The purchase price allocation set forth below is preliminary. The Navitas Closing Date was* March 12, 2026,nineteen days prior to the end of the quarter, and the Company hasnot yet completed its valuation of all assets acquired and liabilities assumed. The Company expects to finalize the purchase price allocationno later than March 12, 2027.Any adjustments to the preliminary estimates will be recognized retrospectively as adjustments to the opening balance sheet amounts within the measurement period permitted under ASC805.*

The following table summarizes the preliminary estimated fair values of the identifiable assets acquired and liabilities assumed as of the Navitas Closing Date:

Certain amounts noted above are preliminary and subject to change during the respective measurement period (up toone year from the acquisition date) as we obtain additional information for the preliminary fair value estimates of the assets acquired and liabilities assumed. The primary preliminary estimates that arenot yet finalized relate to certain assets and liabilities assumed, identifiable intangible assets, income taxes and residual goodwill.

Goodwill of $16.7 million represents the excess of consideration transferred over the preliminary estimated fair value of net identifiable assets acquired and reflects the expected synergies from combining the operations of Navitas with those of the Company, including expanded omnichannel distribution, enhanced supply chain capabilities, and the strategic value of Navitas’s established brand and consumer relationships in the organic superfoods category. Goodwill arising from the Navitas Acquisition isnot expected to be deductible for U.S. federal income tax purposes. The purchase price included approximately $4.7 million of deferred tax liabilities. Because the Company has a full valuation allowance on its deferred taxes, a corresponding discrete release of the valuation allowance was required as of* March 31, 2026,which resulted in an income tax benefit of $4.7 million during thethree* months ended* March 31, 2026.*

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Acquired Intangible Assets

The following table summarizes the components of identifiable intangible assets acquired as of the Navitas Closing Date:

Acquired intangible assets are being amortized on a straight-line basis over their estimated useful lives, which have a weighted-average useful life of approximately 9.8 years. Amortization expense for acquired intangible assets is expected to be approximately $2.1 million annually.

Acquisition-Related Costs

The Company incurred acquisition-related transaction costs of approximately $1.3 million during thethree months ended* March 31, 2026,*recorded within general and administrative expenses in the condensed consolidated statements of operations.

Post-Acquisition Results

From the Navitas Closing Date through* March 31, 2026,*Navitas contributed net revenues of approximately $1.6 million and net income of approximately $0.2 million to the Company’s condensed consolidated results of operations.

Supplemental Pro Forma Information (Unaudited)

The following unaudited supplemental pro forma financial information presents the combined results of the Company and Navitas as if the Navitas Acquisition had occurred on* January 1, 2025:*

The pro forma results reflect adjustments for amortization of acquired intangible assets, tax impacts, elimination of intercompany transactions, and removal of Navitas historical interest expense, as if incurred on* January 1, 2025.This supplemental information is presented for informational purposes only and isnot* necessarily indicative of what the consolidated results of operations would have been had the Navitas Acquisition occurred on* January 1, 2025,*nor is it indicative of future consolidated results.

3. Mezzanine Equity

On the Navitas Closing Date, in connection with the Navitas Acquisition, the Company issued and sold 50,000 shares of its Series A Preferred Stock to the Investor, at a purchase price of $1,000 per share, for aggregate gross proceeds of $50.0 million and net proceeds of approximately $49.2 million after deducting issuance costs of approximately $0.8 million. The Company has authorized 110,000 shares of its Series A Preferred Stock, of which 50,000 shares were issued and outstanding as of* March 31, 2026,*

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Pursuant to the terms of the Investment Agreement, the Company has the option, subject to certain conditions, to require the Investor to purchase an aggregate of 60,000 additional shares of its Series A Preferred Stock at $1,000 per share (the "Additional Shares"), provided that the decision to require the Investor to purchase the Additional Shares be approved by a majority of the disinterested directors of the board of directors of the Company (the "Board") and any funding of the Additional Shares be used to fund substantially concurrent strategic transactions.

The material terms of the Series A Preferred Stock, as set forth in the Certificate of Designation of the Series A Preferred Stock (the "Certificate of Designation"), are summarized below.

Because the Series A Preferred Stock becomes redeemable at the holder’s option on theseventh anniversary of the Navitas Closing Date based solely on the passage of time, the Company has concluded that it is probable of becoming redeemable and, in accordance with ASC480-10-S99-3A, has elected to accrete the carrying value of the Series A Preferred Stock to its maximum redemption value using the interest method over the period to the holder’sfirst redemption date. Under this method, the initial carrying value of $49.2 million is accreted to the maximum redemption value of $64.1 million on a prospective basis over30 quarterly periods ending on theseventh anniversary of the Navitas Closing Date, using an initial effective annual rate of approximately 3.71%. Subsequent changes in the estimated maximum redemption value, if any, will be accounted for prospectively as changes in estimate. Accretion is recorded as a reduction of retained earnings (or, in the absence of retained earnings, additional paid-in capital) and a corresponding increase in the carrying value of the Series A Preferred Stock. For thethree months ended* March 31, 2026,*the Company recognized $0.1 million of accretion.

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4. 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:

Amounts in restricted cash represent those that are required to be set aside by contractual agreements which either require the Company to utilize the funds only for specific, contractually identified purposes, or are restricted to collateralize borrowings against company credit cards.

5. 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:

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 months ended* March 31, 2026* and2025, the Company recorded ($19.6) thousand and $101.7 thousand, respectively, of inventory obsolescence and disposal costs.

6. Goodwill and Intangible Assets

Goodwill

Goodwill represents the excess of consideration transferred over the fair value of net identifiable assets acquired in a business combination. Goodwill isnot amortized but is tested for impairment annually as of* October 1,or more frequently if events or changes in circumstances indicate that the carrying value may**not* be recoverable. The Company has a single reporting unit and performs its goodwill impairment test at the consolidated level. There wereno goodwill impairments during thethree months ended* March 31, 2026or March 31, 2025,and the Company hasnot* recognized any cumulative goodwill impairments as of* March 31, 2026.*

The changes in the carrying amount of goodwill for thethree months ended* March 31, 2026*were as follows:

The goodwill acquired in the Navitas Acquisition is allocated to the Company’s single reporting unit and reflects the expected synergies from combining the operations of Navitas with those of the Company, including expanded omnichannel distribution, enhanced supply chain capabilities, and the strategic value of Navitas’s established brand and consumer relationships in the organic superfoods category. See Note2 for additional information regarding the Navitas Acquisition. The measurement period for the Navitas Acquisition remains open as of* March 31, 2026,and the amounts recorded are preliminary and subject to adjustment during the measurement period, which willnot* exceedone year from the acquisition date.

Intangible Assets

Intangible assets are comprised of the following as of:

The weighted-average remaining useful life of all the Company’s intangible assets is 9.7 years. For thethree months ended* March 31, 2026* and2025, amortization expense was $152.3 thousand and $45.1 thousand, respectively.

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The estimated amortization expense for each of the nextfive years and thereafter is as follows:

7. Income Taxes

A reconciliation of current and deferred income tax (benefit) expense for thethree months ended* March 31, 2026and2025* is as follows:

Current income tax expense in both periods consists of state income and franchise taxes; the Company had a tax net loss in each period and therefore recordedno current federal income tax. The Company has recorded a current state income tax payable of approximately $3.7 thousand and $3.0 thousand as of* March 31, 2026* and* December 31, 2025*, respectively.

Effective Tax Rate

The Company's effective tax rate was 158.9% for thethree months ended* March 31, 2026,compared to (8.8)% for thethree* months ended* March 31, 2025.The effective tax rate for thethree* months ended* March 31, 2026differed from the U.S. federal statutory rate of 21% primarily due to a discrete income tax benefit recognized in connection with the Navitas Acquisition, partially offset by the continuing full valuation allowance on the Company's net deferred tax assets and the effect of state and local income taxes. Excluding the discrete item described below, the Company's effective tax rate for thethree* months ended* March 31, 2026would have been substantially zero, reflecting the continuing full valuation allowance on the Company's net deferred tax assets. The effective tax rate for the three months ended March 31, 2025,*was driven by current state and local income and franchise taxes.

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Discrete Tax Benefit Related to the Navitas Acquisition

In connection with the Navitas Acquisition on* March 12, 2026 (see Note2,* Business Combinations), the Company recorded $4.7 million of acquired net deferred tax liabilities, consisting principally of deferred tax liabilities on identifiable intangible assets recognized in the preliminary purchase price allocation. The acquired deferred tax liabilities provide a source of future taxable income that is available to support realization of the Company's pre-existing deferred tax assets. As a result, in accordance with ASC740-10-30-18, the Company released a corresponding portion of its valuation allowance during thethree months ended* March 31, 2026,resulting in a discrete income tax benefit of $4.7 million. This benefit was recorded in the period in which the underlying acquisition occurred and isnot* reflected in the Company's estimated annual effective tax rate.

Valuation Allowance

The Company continues to maintain a full valuation allowance against its net deferred tax assets. Management has determined that, after considering all available positive and negative evidence, including the Company's history of cumulative losses, projected future taxable income, and the reversal patterns of existing taxable and deductible temporary differences, it is more likely thannot that the Company's net deferred tax assets willnot be realized. The Company will continue to evaluate the realizability of its deferred tax assets in future periods and will adjust the valuation allowance when sufficient positive evidence indicates that all or a portion of the deferred tax assets are more likely thannot to be realized.

Unrecognized Tax Benefits

There wereno material changes to the Company's gross unrecognized tax benefits during thethree months ended* March 31, 2026.*

For additional information on the Company's accounting policies for income taxes, components of deferred tax assets and liabilities, net operating loss and tax credit carryforwards, and open tax years, see Note9 to the consolidated financial statements in the2025 Form10-K.

8. Stock Incentive Plan

The Company's stock-based compensation awards are issued under the Laird Superfood, Inc.2020 Equity Incentive Plan (as amended, the*"2020* Plan"). For a description of the2020 Plan, including the types of awards permitted, share authorization, vesting terms, and the methodologies used to determine the grant-date fair value of stock options and other awards, see Note10 to the consolidated financial statements in the2025 Form10-K. There wereno amendments to the2020 Plan during thethree months ended* March 31, 2026.*

Stock-Based Compensation

The following table summarizes the Company’s stock-based compensation:

As of* March 31, 2026,total unrecognized compensation cost related to non-vested stock-based awards was approximately $2.4 million, expected to be recognized over a weighted-average period of approximately 2.7 years. For additional information regarding outstanding awards, vesting terms, and remaining contractual life, see Note10* to the consolidated financial statements in the2025 Form10-K.

During thethree months ended* March 31, 2026,the Company granted 24,000 restricted stock units ("RSUs") with a weighted-average grant-date fair value of $2.58 per share, determined based on the closing price of the Company's common stock on the grant date.No stock options or shares of restricted stock were granted during thethree* months ended* March 31, 2026.*

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9. Net Income (Loss) per Share

The Company computes basic and diluted earnings (loss) per share using thetwo-class method because the Series A Preferred Stock is a participating security that contractually participates with the Company’s common stock in any cash dividend or other distribution declared on the common stock on an as-converted basis. See Note3 for a description of the terms of the Series A Preferred Stock, the Investment Agreement, and the related board designation rights. The Series A Preferred Stock doesnot have a contractual obligation to share in the Company’s losses.

Under thetwo-class method, net income is allocated between common stockholders and the holders of the Series A Preferred Stock (“Series A Preferred Stockholder”) based on their respective participation rights, and is computed using the more dilutive of (i) thetwo-class method with dilutive common share equivalents included in the denominator, with a corresponding reallocation of undistributed earnings, or (ii) the if-converted method, which adds preferred-as-converted shares to both the numerator (adding back preferred dividends) and the denominator. For thethree months ended* March 31, 2026,thetwo*-class method was more dilutive.

For periods in which the Company reports a net loss,no portion of the loss is allocated to the Series A Preferred Stock. Net loss attributable to common stockholders is adjusted for accretion of the Series A Preferred Stock to its maximum redemption value, which is treated as a deemed dividend to the Series A Preferred Stockholders and reduces income available to common stockholders. Basic loss per share is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period.

Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the period, including employee stock options, restricted stock units, and common shares issuable on an as-converted basis upon conversion of the Series A Preferred Stock, using the treasury stock method or the if-converted method, as applicable. Potentially dilutive securities are excluded from the diluted loss per share computation when their effect would be anti-dilutive.

The following table sets forth the computation of basic and diluted net income (loss) per share:

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10. Concentrations

The following table details the concentration of vendor accounts payable balances in excess of10% of total accounts payable at each period:

The following table details the concentration of customer accounts receivable balances in excess of10% of total trade accounts receivable at each period:

The following table details the concentration of sales to specific customers in excess of10% of total gross sales for each period:

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:

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:

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11. 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

See Note13 to the consolidated financial statements in the2025 Form10-K for a description of the License and Preservation Agreement with Mr. Hamilton and Ms. Reece. There have beenno changes to the agreement during thethree months ended* March 31, 2026.*

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, 2025*, with an option to renew forone-year terms. In connection with these services, the Company recognized advertising expenses totaling $90.2 thousand and $69.2 thousand for thethree months ended* March 31, 2026* and2025, respectively. As of* March 31, 2026* and* December 31, 2025*, amounts payable to Ms. Reece of $52.5 thousand and $46.5 thousand, respectively, are included in related party liabilities in the balance sheets.

Nexus Capital Management LP—*** Controlling Stockholder***

Gateway Superfood NSSIII Investment, LLC and Gateway Superfood NSSIV Investment, LLC (collectively, the “Investor”), each an affiliate of Nexus, are related parties of the Company. Nexus serves as investment manager to the Investor and* may*be deemed an indirect beneficial owner of the securities held thereby. Damian Giangiacomo, Michael Cohen, and Daniel Flesh are the owners of Nexus Capital Management LP and its general partner entities. Michael Cohen serves as a member of the Company's Board of Directors as a Nexus designee.

Following the issuance of Series A Convertible Preferred Stock at the Initial Closing on* March 12, 2026and the Subsequent Closing on April 21, 2026 (see Note15* —Subsequent Events), affiliates of Nexus hold an aggregate of 110,000 shares of Series A Convertible Preferred Stock, representing beneficial ownership of approximately 73.8% of the Company's common stock on a fully diluted, as-converted basis. As a result of this ownership, the Company is a “controlled company” within the meaning of the NYSE American Company Guide and is exempt from certain NYSE American corporate governance requirements otherwise applicable to listed companies.

See Note3 —Mezzanine Equity for a description of the terms of the Series A Convertible Preferred Stock, the Investment Agreement, and the related board designation rights.

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12. Revenue Recognition

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:

The Company generates revenue throughtwo channels: e-commerce and wholesale, which is summarized below for the periods presented:

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, 2025*, were recognized in net sales during thethree months ended* March 31, 2026*. For the periods presented below, the balances of receivables from contracts with customers and contract liabilities were as follows:

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13. Reportable Segment

See Note16 to the consolidated financial statements in the2025 Form10-K for additional information on the Company’s segment reporting.

The CODM assesses segment performance and allocates resources based on consolidated net income (loss). Significant segment expenses that would require disclosure are costs of goods sold, general and administrative, marketing and advertising, and selling. Other segment information includes other income, depreciation and amortization, stock-based compensation, income tax expense, and other extraordinary or unusual items, which are utilized to reconcile net income (loss) to adjusted EBITDA. The CODM uses consolidated net income to assess operating performance as compared to prior results, annual operating plans, iterative periodic forecasts, and our competitors. 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.

On* March 13, 2026,the Company completed its acquisition of substantially all of the assets of Navitas, as further described in Note2.* The Company is in the process of integrating Navitas into its consolidated operations and expects integration to be substantially complete during thethird quarter of2026. Resource allocation decisions continue to be made at the consolidated enterprise level driven by the Company's overall strategy and identified commercial opportunities.

The following table reconciles consolidated net loss to consolidated adjusted EBITDA for the periods presented:

14. Commitments and Contingencies

Purchase Commitments

Certain raw materials are purchased from suppliers under non-cancelable purchase contracts. The terms of the contracts consist of an agreed-upon quantity and price for the materials to be purchased. If the agreed-upon quantity isnot purchased during the term of the contract, the Company will be obligated to the supplier for the difference between the contracted price and the market price received by the supplier on the quantitynot purchased. Total estimated outstanding commitments were approximately $9.0 million as of* March 31, 2026.There wereno outstanding commitments as of December 31, 2025.*The Company expects to fulfill all purchase commitments during the normal course of business.

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15. Subsequent Events

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* March 31, 2026* for potential recognition of disclosure in the financial statements and determined that there wereno such subsequent events aside from those described below.

Terrasoul Acquisition and Subsequent Closing of Series A Preferred Stock

On* April 21, 2026 (the "Terrasoul Closing Date"), the Company completed its acquisition (the "Terrasoul Acquisition") of all of the issued and outstanding equity interests of Terrasoul Superfoods, LLC ("Terrasoul") from Superfoods Seller LLC (the "Terrasoul Seller") pursuant to that certain Securities Purchase Agreement, dated April 21, 2026 (*the "Terrasoul Acquisition Agreement"), by and among the Company, Terrasoul, and the Terrasoul Seller.

Terrasoul is a vertically integrated, branded superfoods platform offering a portfolio of products including nuts, seeds, dried fruits, powders, baking ingredients, and functional beverage mix-ins. Terrasoul sources ingredients globally, processes and packages products in-house, and distributes through e-commerce, foodservice, and retail channels. The Company acquired Terrasoul to expand its product portfolio, broaden its distribution footprint, and further its strategy of building a scaled platform in the superfoods and functional nutrition category.

The aggregate consideration for the Terrasoul Acquisition consists of (i) $48.0 million in cash paid at closing, subject to customary post-closing purchase price adjustments, and (ii) contingent consideration of up to $5.0 million payable in cash upon the achievement of specified contribution margin performance milestones during the2026 calendar year. The Terrasoul Acquisition was funded with the proceeds of the Subsequent Closing described below.

On the Terrasoul Closing Date, and concurrently with the closing of the Terrasoul Acquisition, the Company exercised its option under the Investment Agreement (as defined in Note3) and completed the issuance ("Subsequent Issuance") and sale of 60,000 shares of Series A Preferred Stock (the "Subsequent Preferred Stock") to Gateway Superfood NSSIII Investment, LLC ("Gateway III") and Gateway Superfood NSSIV Investment, LLC ("Gateway IV" and, together with Gateway III, the "Investor"), each an affiliate of Nexus, at $1,000 per share for aggregate gross proceeds of $60.0 million (the "Subsequent Closing"). The exercise of the option was approved by a majority of the disinterested directors of the Board of Directors on* March 27, 2026,*in accordance with the terms of the Investment Agreement. The proceeds from the Subsequent Issuance were used to fund the cash consideration paid in the Terrasoul Acquisition.

The Subsequent Preferred Stock was issued on the same terms as the 50,000 shares of Series A Preferred Stock issued at the initial closing on* March 12, 2026,including the initial conversion price of $3.57 per share. Pursuant to the terms of the Investment Agreement, the conversion price for the Subsequent Preferred Stock maybe adjusted if the NYSE American "Minimum Price" measured at the time the Company delivered the Additional Shares Purchase Notice was above$3.57; as the market price of the Company's common stock was below $3.57 at the time of such notice, the initial conversion price of $3.57 per share governs. An aggregate of 16,806,722 shares of common stock are issuable upon conversion of the Subsequent Preferred Stock. See Note3* —Mezzanine Equity for a description of the terms of the Series A Convertible Preferred Stock and the Investment Agreement.

Following the Subsequent Issuance, the Investor holds an aggregate of 110,000 shares of Series A Preferred Stock, representing potential conversion into an aggregate of 30,812,325 shares of common stock, or approximately 73.8% of the Company's common stock on an as-converted basis, based on 10,925,218 shares of common stock outstanding as of* March 31, 2026.See Note11** *for a description of the Company's relationship with affiliates of Nexus.

The initial accounting for the Terrasoul Acquisition is incomplete as of the date these financial statements are available to be issued. The Company hasnot yet completed the valuations necessary to estimate the fair value of the assets acquired and liabilities assumed, including identifiable intangible assets, inventory, property and equipment, contingent consideration, and the resulting goodwill, or to finalize the related income tax effects. Accordingly, a preliminary purchase price allocation, the amounts of revenue and earnings of Terrasoul included in the Company's consolidated results since the Terrasoul Closing Date, and the supplemental pro forma information required by ASC805-10-50 havenot been presented. The Company expects to disclose this information in its consolidated financial statements for subsequent interim and annual periods as the measurement period progresses.