Laird Superfood, Inc.
For the period ended Dec 31, 2025. Filed May 22, 2026.
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Dec 31, 2025 · Filed May 22, 2026
Contents
Recent Developments
The Navitas Acquisition. On March 12, 2026, we acquired all of the issued and outstanding equity of Navitas LLC (“Navitas”) from the Navitas Sellers and of Global Superfoods Corp. (a holding company whose sole purpose is to hold units of Navitas) from Encore, for a purchase price of $38.5 million in cash, subject to customary purchase price adjustments (the “Navitas Acquisition”).
The Terrasoul Acquisition. On April 21, 2026, we completed the acquisition of Terrasoul Superfoods, LLC (“Terrasoul”) (the “Terrasoul Acquisition”) for a purchase price of (i) $48.0 million in cash, subject to customary purchase price adjustments, and (ii) contingent consideration of up to $5.0 million in cash payable upon the achievement of specified performance-based milestones following the closing of the Terrasoul Acquisition. 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, sourced globally and processed and packaged in-house. We acquired Terrasoul to expand our product portfolio, broaden our distribution footprint across e-commerce, foodservice, and retail channels, and further our strategy of building a scaled platform in the superfoods and functional nutrition category.
The Nexus Investment. 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 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 Navitas Acquisition agreement (the Nexus Investment together with the Navitas Acquisition, the “Transactions”). Concurrently with the Terrasoul Closing, we completed the subsequent issuance of an additional 60,000 shares of Series A Preferred Stock (the “Additional Shares”), convertible into an aggregate of 16,806,722 shares of Common Stock, under our option pursuant to the Investment Agreement as approved by a majority of the disinterested directors on March 27, 2026. Net proceeds were used to fund the Terrasoul Acquisition.
For additional discussion of the Transactions, the Terrasoul Acquisition, the Investment Agreement and the related Series A Preferred Stock terms, see our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on May 14, 2026.
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