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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to_________

Commission File Number: 001-39537

Laird Superfood, Inc.

(Exact name of registrant as specified in its charter)

Nevada	81-1589788
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

5303 Spine Road, Suite 204, Boulder, Colorado	80301
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (541) 588-3600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value

LSF

NYSE American

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 4, 2025 the registrant had 10,664,523 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

TABLE OF CONTENTS

	Page
Part I. Financial Information

Item 1. Financial Statements	4

Unaudited Consolidated Condensed Balance Sheets	4

Unaudited Consolidated Condensed Statements of Operations	5

Unaudited Consolidated Condensed Statements of Stockholders’ Equity	6

Unaudited Consolidated Condensed Statements of Cash Flows	7

Notes to Unaudited Consolidated Condensed Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	24

Item 3. Quantitative and Qualitative Disclosures About Market Risk	32

Item 4. Controls and Procedures	33

Part II. Other Information	34

Item 1. Legal Proceedings	34

Item 1A. Risk Factors	34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 3. Defaults Upon Senior Securities	35

Item 4. Mine Safety Disclosures	35

Item 5. Other Information	35

Item 6. Exhibits	36

Signatures	37

Laird, our logo and other trademarks or service marks appearing in this report are the property of Laird Superfood, Inc. Trade names, trademarks and service marks of other companies appearing in this report are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names included in this report are without the ®, or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.

Unless the context otherwise indicates, references to “Laird Superfood,” “we,” “our,” “us” and the “Company” refer to Laird Superfood, Inc. and its subsidiary on a consolidated basis.

Table of Contents

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements convey our current expectations or forecasts of future events and are not guarantees of future performance. Such forward-looking statements are based on numerous assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may be forward-looking statements. When we use the words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “seeks,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, we are identifying forward-looking statements.

Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking statements. Key factors that could cause actual results to be different than expected or anticipated include, but are not limited to:

●

our limited operating history and ability to become profitable;

●

our ability to manage our growth, including our human resource requirements;

●

our reliance on third parties for raw materials and production of our products;

●

our future capital resources and needs;

●

our ability to retain and grow our customer base;

●

our reliance on independent distributors for a substantial portion of our sales;

●

our ability to evaluate and measure our business, prospects, and performance metrics;

●

our ability to compete and succeed in a highly competitive and evolving industry;

●

the health of the premium organic and natural food industry as a whole;

●

risks related to our intellectual property rights and developing a strong brand;

●

our reliance on key personnel, including Laird Hamilton and Gabrielle Reece;

●

regulatory risks;

●

the risk of substantial dilution from future issuances of our equity securities;

●

tariffs and trade-related policies; and

●

the other risks described herein and in our Annual Report on Form 10-K for the year ended December 31, 2024.

In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-looking statements, which are inherently unreliable and speak only as of the date of this Quarterly Report on Form 10-Q. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. When considering forward-looking statements, you should keep in mind the cautionary statements in this report. We qualify all our forward-looking statements by these cautionary statements. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

LAIRD SUPERFOOD, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

	*As of*
	*June 30, 2025*			*December 31, 2024*
Assets
Current assets
Cash, cash equivalents, and restricted cash	$	4,184,775		$	8,514,152
Accounts receivable, net		2,751,541			1,762,911
Inventory		11,027,615			5,975,676
Prepaid expenses and other current assets		1,253,258			1,713,889
Total current assets		19,217,189			17,966,628
Noncurrent assets
Property and equipment, net		93,233			58,447
Intangible assets, net		816,078			896,123
Related party license agreements		132,100			132,100
Right-of-use assets		168,136			205,703
Total noncurrent assets		1,209,547			1,292,373
Total assets	$	20,426,736		$	19,259,001
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	2,726,595		$	2,137,760
Accrued expenses		4,066,255			3,642,998
Related party liabilities		57,947			34,947
Lease liabilities, current portion		107,555			105,966
Total current liabilities		6,958,352			5,921,671
Lease liabilities		94,443			140,464
Total liabilities		7,052,795			6,062,135
Stockholders’ equity
Common stock, $0.001 par value, 100,000,000 shares authorized at June 30, 2025 and December 31, 2024; 11,020,792 and 10,644,461 issued and outstanding at June 30, 2025, respectively; and 10,668,705 and 10,292,374 issued and outstanding at December 31, 2024, respectively.		10,644			10,292
Additional paid-in capital		121,999,967			121,304,884
Accumulated deficit		(108,636,670	)		(108,118,310	)
Total stockholders’ equity		13,373,941			13,196,866
Total liabilities and stockholders’ equity	$	20,426,736		$	19,259,001

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

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LAIRD SUPERFOOD, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	*Three Months Ended*						*Six Months Ended*
	*June 30,*						*June 30,*
	*2025*			*2024*			*2025*			*2024*
Sales, net	$	11,990,842		$	10,003,654		$	23,645,001		$	19,912,592
Cost of goods sold		(7,209,839	)		(5,826,373	)		(13,982,458	)		(11,771,210	)
Gross profit		4,781,003			4,177,281			9,662,543			8,141,382
General and administrative
Salaries, wages, and benefits		1,185,639			975,809			2,343,794			1,898,216
Other general and administrative		1,017,124			1,172,363			2,102,733			2,407,704
Total general and administrative expenses		2,202,763			2,148,172			4,446,527			4,305,920
Sales and marketing
Marketing and advertising		1,825,266			1,383,425			3,556,302			3,436,683
Selling		1,074,467			920,739			2,130,037			1,699,895
Related party marketing agreements		77,984			63,566			147,173			126,067
Total sales and marketing expenses		2,977,717			2,367,730			5,833,512			5,262,645
Total operating expenses		5,180,480			4,515,902			10,280,039			9,568,565
Operating loss		(399,477	)		(338,621	)		(617,496	)		(1,427,183	)
Other income		45,561			103,069			120,009			214,066
Loss before income taxes		(353,916	)		(235,552	)		(497,487	)		(1,213,117	)
Income tax expense		(8,262	)		(3,524	)		(20,873	)		(42,481	)
Net loss	$	(362,178	)	$	(239,076	)	$	(518,360	)	$	(1,255,598	)
Net loss per share:
Basic and diluted	$	(0.03	)	$	(0.02	)	$	(0.05	)	$	(0.13	)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted		10,517,528			9,833,001			10,431,987			9,617,800

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

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LAIRD SUPERFOOD, INC.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	*Stockholders’ Equity*
	*Common Stock*				*Additional*			*Accumulated*
	*Shares*		*Amount*		*Paid-in Capital*			*Deficit*			*Total*
Balances, January 1, 2025		10,292,374	$	10,292	$	121,304,884		$	(108,118,310	)	$	13,196,866
Stock-based compensation		—		—		508,410			—			508,410
Common stock issuances, net of taxes		117,656		118		(233,899	)		—			(233,781	)
Stock options exercised		19,000		19		15,441			—			15,460
Net loss		—		—		—			(156,182	)		(156,182	)
Balances, March 31, 2025		10,429,030		10,429		121,594,836			(108,274,492	)		13,330,773
Stock-based compensation		—		—		488,576			—			488,576
Common stock issuances, net of taxes		169,492		169		(88,509	)		—			(88,340	)
Stock options exercised		45,939		46		5,064			—			5,110
Net loss		—		—		—			(362,178	)		(362,178	)
Balances, June 30, 2025		10,644,461		10,644		121,999,967			(108,636,670	)		13,373,941

	*Stockholders’ Equity*
	*Common Stock*				*Additional*			*Accumulated*
	*Shares*		*Amount*		*Paid-in Capital*			*Deficit*			*Total*
Balances, January 1, 2024		9,383,622	$	9,384	$	119,701,384		$	(106,298,149	)	$	13,412,619
Stock-based compensation		—		—		279,565			—			279,565
Common stock issuances, net of taxes		131,103		131		(5,340	)		—			(5,209	)
Stock options exercised		5,000		5		9,995			—			10,000
Net loss		—		—		—			(1,016,522	)		(1,016,522	)
Balances, March 31, 2024		9,519,725		9,520		119,985,604			(107,314,671	)		12,680,453
Stock-based compensation		—		—		253,708			—			253,708
Common stock issuances, net of taxes		425,097		423		(39,585	)		—			(39,162	)
Common stock issuance costs		—		—		(73,195	)		—			(73,195	)
Stock options exercised		164,107		164		21,336			—			21,500
Net loss		—		—		—			(239,076	)		(239,076	)
Balances, June 30, 2024		10,108,929		10,107		120,147,868			(107,553,747	)		12,604,228

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

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LAIRD SUPERFOOD, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	*Six Months Ended June 30,*
	*2025*			*2024*
Cash flows from operating activities
Net loss	$	(518,360	)	$	(1,255,598	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		125,897			138,579
Stock-based compensation		996,986			533,273
Provision for inventory obsolescence		401,938			187,901
Other operating activities, net		58,296			103,034
Changes in operating assets and liabilities:
Accounts receivable		(1,000,807	)		(173,219	)
Inventory		(5,453,877	)		(263,719	)
Prepaid expenses and other current assets		460,631			149,152
Operating lease liability		(52,984	)		(64,812	)
Accounts payable		588,835			294,590
Accrued expenses		268,079			544,754
Related party liabilities		23,000			26,479
Net cash from operating activities		(4,102,366	)		220,414
Cash flows from investing activities		(80,638	)		(13,462	)
Cash flows from financing activities		(146,373	)		(86,066	)
Net change in cash and cash equivalents		(4,329,377	)		120,886
Cash, cash equivalents, and restricted cash, beginning of period		8,514,152			7,706,806
Cash, cash equivalents, and restricted cash, end of period	$	4,184,775		$	7,827,692
Supplemental disclosures of non-cash financing activities
Taxes withheld to cover net issuances of incentive stock awards included in accrued expenses	$	155,178		$	—

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

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LAIRD SUPERFOOD, INC.

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 has one reportable segment. See Note 15 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 Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-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 Item 8 of the 2024 Form 10-K. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the footnotes and management's discussion and analysis of the consolidated financial statements in the 2024 Form 10-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 are not necessarily indicative of future operating results, and the operating results for the three and six months ended June 30, 2025 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2025 or any other period.

Liquidity

As of June 30, 2025, the Company had $4.2 million of cash-on-hand, compared to $4.1 million of cash used in operating activities during the six months ended June 30, 2025. This use of cash was driven by strategic investment into working capital, with inventory increasing to $11.0 million from $6.0 million as of June 30, 2025 and 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 of 2024, 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 sells down this forward-purchased inventory during the back half of 2025 and into 2026, the Company expects cash balances to normalize and increase by the end of the 2025 fiscal year. In addition, during the second quarter of 2025, the Company's accounts receivable balance was elevated due to temporary delays from a customer which resulted in a shift in payments received from the second quarter of 2025 to the third quarter of 2025. The Company expects accounts receivable balances to normalize during the third quarter of 2025.

As of June 30, 2025, the Company had access to up to $1.8 million of advances under its Factoring Agreement, of which none had been utilized as of the date of this report, and the Company has no 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 next twelve months. In the future, the Company may raise funds by issuing debt or equity securities, or securities convertible into or exchangeable for our common stock. Such financing and other potential financing may result in dilution to stockholders, reduction in the market price of our common stock, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect the business. In addition, the Company may seek 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.

Recently Issued Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), 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, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statements and whether the Company will apply the standard prospectively or retrospectively.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation, and depreciation. ASU 2024-03 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 ASU 2024-03 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 June 30, 2025 for potential recognition of disclosure in the financial statements and determined that there were no such subsequent events, aside from the following.

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 in 2025 and others implemented through 2027. We are currently assessing its impact on our consolidated financial statements and will recognize the income tax effects in the consolidated financial statements beginning in the period in which the OBBBA was signed into law.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

2. Cash, Cash Equivalents, and Restricted Cash

Cash, cash equivalents, and restricted cash are highly liquid instruments with an original maturity of three 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 of three 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:

	*June 30,*		*December 31,*
	*2025*		*2024*
Cash and cash equivalents	$	3,928,241	$	8,339,918
Restricted cash		256,534		174,234
Total cash, cash equivalents, and restricted cash	$	4,184,775	$	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 June 30, 2025 and December 31, 2024, cash equivalents in the amount of $99,525 were restricted under this agreement. During the three and six months ended June 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 June 30, 2025 and December 31, 2024, $157,009 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 June 30, 2025 and December 31, 2024 totaled $3,295,724 and $7,621,392, respectively. The Company has not 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.

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 a first-in first-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:

	June 30,		December 31,
	2025		2024
Raw materials and packaging	$	4,204,361	$	3,049,399
Finished goods		6,823,254		2,926,277
Total Inventory	$	11,027,615	$	5,975,676

As of June 30, 2025 and December 31, 2024, the Company had a total of $214,987 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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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

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 the three and six months ended June 30, 2025, the Company recorded $300,223 and $401,938, respectively, of inventory obsolescence and disposal costs. For the three and six months ended June 30, 2024, the Company recorded $145,697 and $187,901, respectively, of inventory obsolescence and disposal costs.

The following table presents the components of inventory reserves as of:

	*June 30,*		*December 31,*
	*2025*		*2024*
Estimated based on inventory turnover, quantities on hand, and expiration dates	$	150,153	$	132,557
Discontinued product		200,306		293,235
Total inventory reserves	$	350,459	$	425,792

4. Prepaid Expenses and Other Current Assets

The following table presents the components of prepaid expenses and other current assets as of:

	*June 30,*		*December 31,*
	*2025*		*2024*
Prepaid expenses	$	637,710	$	568,549
Prepaid inventory		214,987		871,406
Deposits		333,739		222,483
Other current assets		66,822		51,451
Prepaid expenses and other current assets	$	1,253,258	$	1,713,889

5. Property and Equipment

Property and equipment, net is comprised of the following as of:

	*June 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	$	279,722	$	(198,238	)	$	81,484	$	199,085	$	(155,437	)	$	43,648
Leasehold improvements		21,261		(9,512	)		11,749		21,261		(6,462	)		14,799
	$	300,983	$	(207,750	)	$	93,233	$	220,346	$	(161,899	)	$	58,447

Depreciation expense was $24,386 and $45,852 for the three and six months ended June 30, 2025, respectively. Depreciation expense was $19,866 and $39,580 for the three and six months ended June 30, 2024, respectively.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

6. Intangible Assets

Intangible assets are comprised of the following as of:

	*June 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)	$	890,827	$	(267,249	)	$	623,578	$	890,827	$	(213,798	)	$	677,029
Recipes (10 years)		330,000		(137,500	)		192,500		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		1,352,535		(536,457	)		816,078		1,432,535		(536,412	)		896,123
Licensing agreements (indefinite)		132,100		—			132,100		132,100		—			132,100
Total intangible assets	$	1,484,635	$	(536,457	)	$	948,178	$	1,564,635	$	(536,412	)	$	1,028,223

The weighted-average remaining useful life of all the Company’s intangible assets is 5.8 years.

For the three and six months ended June 30, 2025, amortization expense was $34,990 and $80,045, respectively. For the three and six months ended June 30, 2024, amortization expense was $47,278 and $98,999, respectively.

Definite-lived intangible assets are evaluated for impairment under ASC Topic 360-10, Impairment and Disposal of Long-Live Assets whenever events or changes in circumstances indicate the carrying value may not be recoverable. During the first quarter of 2025, the Company identified a triggering event related to the Picky Bars long-lived asset group (‘‘the asset group’’) related to lower sales given the Company’s strategic shift of resources to other priorities. As a result, the Company evaluated the recoverability of the asset group as of March 31, 2025. The estimated undiscounted future cash flows generated by the asset group exceeded the carrying amount, indicating that the asset group was recoverable and no impairment was recorded. There were no triggering events in the three months ended June 30, 2025.

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

2025 (excluding the six months ended June 30, 2025)	$	69,950
2026		139,899
2027		139,899
2028		139,899
2029		139,899
Thereafter		186,532
Total	$	816,078

7. Accrued Expenses

The following table presents the components of accrued expenses as of:

	*June 30,*		*December 31,*
	*2025*		*2024*
Accrued compensation and benefits	$	1,255,139	$	1,993,008
Accrued accounts payable		2,403,974		1,082,789
Other accrued expenses		407,142		567,201
Accrued expenses	$	4,066,255	$	3,642,998

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

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*		*Six Months Ended*
	*June 30, 2025*		*June 30, 2025*
Operating leases
Operating lease cost	$	23,059	$	46,119
Variable lease cost		—		—
Operating lease expense		23,059		46,119
Short-term lease rent expense		117,110		210,859
Total rent expense	$	140,169	$	256,978

	*Three Months Ended*		*Six Months Ended*
	*June 30, 2024*		*June 30, 2024*
Operating leases
Operating lease cost	$	38,085	$	76,169
Variable lease cost		5,790		11,355
Operating lease expense		43,875		87,524
Short-term lease rent expense		79,897		144,127
Total rent expense	$	123,772	$	231,651

	*Six Months Ended*
	*June 30, 2025*		*June 30, 2024*
Operating cash flows – operating leases	$	52,984	$	64,812

	*June 30, 2025*			*June 30, 2024*
Weighted-average remaining lease term – operating leases (in years)		1.9			2.7
Weighted-average discount rate – operating leases		7.50	%		6.92	%

As of June 30, 2025, future minimum payments during the next three years, with no future minimum payments thereafter, are as follows:

2025 (excluding the six months ended June 30, 2025)	$	52,983
2026		109,145
2027		56,210
Total		218,338
Less imputed interest		(16,340	)
Operating lease liabilities	$	201,998

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		Six Months Ended
	June 30, 2024		June 30, 2024
Operating lease
Operating lease income	$	14,055	$	28,109
Variable lease income		5,316		10,634
Total rental income	$	19,371	$	38,743

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

9. Income Taxes

The Company had a tax net loss for the three and six months ended June 30, 2025 and 2024 and, therefore, has recorded no 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 Accounting Standards Codification ("ASC") 740, 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:

	*Six Months Ended*
	*June 30, 2025*			*June 30, 2024*

Income tax benefit at statutory rates	$	117,815		$	229,541
Valuation allowance for deferred tax assets		(328,074	)		(626,845	)
Stock-based compensation		196,160			380,270
Other income (expense), net		(6,774	)		(25,447	)
Reported income tax expense	$	(20,873	)	$	(42,481	)
Effective tax rate:		4.2	%		3.5	%

The Company’s deferred tax assets consisted of the following as of:

	*June 30, 2025*			*December 31, 2024*
Deferred tax assets:
Net operating loss carryforwards	$	21,831,513		$	21,368,607
Intangible assets		2,014,154			2,115,891
Property and equipment		588,268			618,260
Research and development credits		219,488			219,488
Research and development		196,875			206,718
Inventory		165,154			95,762
Accrued expenses		508,779			367,651
Right of use asset		9,035			10,873
Allowance for credit losses		82,605			94,113
Charitable contributions		32,516			34,613
Unexercised options		1,006,874			1,132,698
Total deferred tax assets		26,655,261			26,264,674
Valuation allowance		(26,655,261	)		(26,264,674	)
Total net deferred tax assets	$	—		$	—

As of June 30, 2025, the Company did not 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 $7,975 and $9,306 as of June 30, 2025 and December 31, 2024, respectively.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

The following tables presents net operating losses ("NOLs") and other income tax carryforwards for the following periods:

	*June 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)		84,558,192		82,744,578
State NOLs (3)		62,423,359		60,941,124
Total NOLs		148,849,628		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	$	150,395,507	$	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 may be subject to certain limitations, such as those triggered by ownership changes under Section 382 of the Internal Revenue Code. Because of these provisions, the use of a portion of the Company's NOLs and tax credit carryforwards may be 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 than not, they will be realized; if not, a valuation allowance is required to be recorded. Management has determined it is more likely than not that the deferred tax assets would not be realized, thus a full valuation allowance was recorded against the deferred tax assets. The Company may reduce the valuation allowance against definite-lived deferred tax assets at such a time when it becomes more likely than not that the definite-lived deferred tax assets will be realized. The change in the valuation allowance for deferred tax assets and liabilities for the six months ended June 30, 2025 and 2024 were net increases of $0.4 million and $0.8 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 are no 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 from 3 to 5 years.

For information on the recent One Big Beautiful Bill Act and the potential impacts thereof on our tax provision, see the “Subsequent Events” section of Note 1.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

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, 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 June 30, 2025, the Company had 1,193,862 authorized shares that were issuable or eligible for awards under the 2020 Plan, excluding 2,168,061 shares that were issuable upon vesting and exercise of outstanding options and RSUs.

Stock Options

The following tables summarize the Company’s stock option activity during the six months ended June 30, 2025 and 2024:

				*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)		(74,000	)	$	0.92		—	$	—
Cancelled/forfeited		—		$	—		—	$	—
Balance at June 30, 2025		1,556,428		$	3.59		7.22	$	6,301,890
Exercisable at June 30, 2025		701,606		$	5.90		6.05	$	1,987,335

(1) Includes 8,772 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)		(255,750	)	$	1.06		—	$	—
Cancelled/forfeited		(25,788	)	$	3.01		—	$	—
Balance at June 30, 2024		1,752,428		$	3.32		8.30	$	6,377,551
Exercisable at June 30, 2024		523,040		$	4.52		6.38	$	1,108,076

(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 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 the six months ended June 30, 2025 and 2024 was $1,248,759 and $0, respectively. The total intrinsic value of options that were exercised during the six months ended June 30, 2025 and 2024 was $424,103 and $434,269, respectively.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

Restricted Stock Units

The following tables summarize the Company’s RSU activity during the six months ended June 30, 2025 and 2024:

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of RSUs*			*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)		(335,209	)	$	4.03		—	$	—
Cancelled/forfeited		—		$	—		—	$	—
Balance at June 30, 2025		895,049		$	4.09		2.99	$	3,657,528

(1) Includes 48,061 shares of common stock which were withheld to cover taxes.

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of RSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2024		771,885		$	1.76		2.04	$	1,361,696
Granted		100,000		$	4.79		—	$	—
Exercised/released (1)		(369,280	)	$	1.35		—	$	—
Cancelled/forfeited		(66	)	$	19.00		—	$	—
Balance at June 30, 2024		502,539		$	2.67		2.03	$	1,342,542

(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 the six months ended June 30, 2025 and 2024 was $2,214,312 and $896,487, respectively. The total fair value of RSUs that were granted during the six months ended June 30, 2025 and 2024 was $722,988 and $562,000, respectively.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

Market-Based Stock Units ("MSUs")

There were no MSUs outstanding during the six months ended June 30, 2025. The following table summarizes the Company’s MSU activity during the six months ended June 30, 2024:

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of MSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2024		621,314		$	1.57		0.62	$	977,558
Granted		—		$	—		—	$	—
Exercised/released		(200,000	)	$	0.18		—	$	—
Cancelled/forfeited		(21,314	)	$	43.53		—	$	—
Balance at June 30, 2024		400,000		$	0.03		0.12	$	13,090

The MSUs vest upon the 30-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 the six months ended June 30, 2025. The total vest-date market value of MSUs that vested during the six months ended June 30, 2024 was $260,000. No MSUs were granted in the six months ended June 30, 2025 or 2024.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

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 Topic 718, Compensation - Stock Compensation, to equity awards:

	*Three Months Ended*		*Six Months Ended*		*Unrecognized Compensation Cost Related to Non-Vested Awards as of*		*Weighted-Average Remaining Vesting Period as of*
	*June 30, 2025*		*June 30, 2025*		*June 30, 2025*		*June 30, 2025 (years)*
Stock options	$	79,183	$	160,515	$	459,365		2.51
RSUs		409,393		836,471		3,302,516		3.10
MSUs		—		—		—		—
Total stock-based compensation	$	488,576	$	996,986	$	3,761,881		3.03

Cost of goods sold	$	8,625	$	9,596	$	38,132		1.81
General and administrative		445,901		935,243		3,324,413		3.01
Sales and marketing		34,050		52,147		399,336		3.29
Total stock-based compensation	$	488,576	$	996,986	$	3,761,881		3.03

	*Three Months Ended*		*Six Months Ended*		*Unrecognized Compensation Cost Related to Non-Vested Awards as of*		*Weighted-Average Remaining Vesting Period as of*
	*June 30, 2024*		*June 30, 2024*		*December 31, 2024*		*December 31, 2024 (years)*
Stock options	$	91,688	$	173,194	$	619,880		2.73
RSUs		155,187		333,981		3,464,390		3.55
MSUs		6,833		26,098		—		—
Total stock-based compensation	$	253,708	$	533,273	$	4,084,270		3.42

Cost of goods sold	$	982	$	1,664	$	9,648		3.88
General and administrative		209,680		440,781		3,807,481		3.49
Sales and marketing		43,046		90,828		267,141		4.41
Total stock-based compensation	$	253,708	$	533,273	$	4,084,270		3.42

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

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, RSUs, and MSUs. The dilutive effect of employee stock options, 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 June 30,*						*Six Months Ended June 30,*
	*2025*			*2024*			*2025*			*2024*
Net loss	$	(362,178	)	$	(239,076	)	$	(518,360	)	$	(1,255,598	)
Weighted average shares outstanding - basic and diluted		10,517,528			9,833,001			10,431,987			9,617,800
Basic and diluted:
Net loss per share, basic and diluted	$	(0.03	)	$	(0.02	)	$	(0.05	)	$	(0.13	)
Common stock options, restricted stock awards, and market-based stock awards excluded due to anti-dilutive effect		2,451,477			2,654,967			2,451,477			2,654,967

12. Concentrations

The following table details the concentration of vendor accounts payable balances in excess of 10% of total accounts payable at each period:

	June 30,			December 31,
	2025			2024
Vendor A		*			14	%
Vendor B		31	%		18	%
Vendor C		*			10	%
Total		31	%		42	%

* Less than 10%.

The following table details the concentration of customer accounts receivable balances in excess of 10% of total trade accounts receivable at each period:

	June 30,			December 31,
	2025			2024
Customer A		40	%		43	%
Customer B		10	%		20	%
Customer C		28	%		14	%
Total		78	%		77	%

* Less than 10%.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

The following table details the concentration of sales to specific customers in excess of 10% 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 June 30,*						*Six Months Ended June 30,*						*As of June 30,*
	*2025*			*2024*			*2025*			*2024*			*2025*		*2024*
Customer A		17	%		18	%		18	%		15	%	$	1,273,775	$	552,668
Customer B		12	%		16	%		15	%		17	%		335,829		460,392
Customer C		19	%		*			15	%		*			892,820		*
Total		48	%		34	%		48	%		32	%	$	2,502,424	$	1,013,060

* Less than 10%.

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 of 10% of total purchases:

	*Three months ended June 30,*						*Six Months Ended June 30,*
	*2025*			*2024*			*2025*			*2024*
Supplier A		20	%		*			17	%		12	%
Supplier B		24	%		*			17	%		10	%
Supplier C		*			11	%		*			11	%
Supplier D		*			13	%		*			12	%
Supplier E		*			10	%		*			10	%
Total		44	%		34	%		34	%		55	%

* Less than 10%.

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 of 10% of total purchases:

	*Three months ended June 30,*						*Six Months Ended June 30,*
	*2025*			*2024*			*2025*			*2024*
Country A		25	%		*			23	%		13	%
Country B		*			*			13	%		*
Total		25	%		0	%		36	%		13	%

* Less than 10%.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

13. Related Parties

ASC Topic 850, 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 additional ten-year terms upon the expiration of the initial one-hundred-year term. No additional monetary consideration was exchanged in connection with the agreement.

Marketing Agreements

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 for one-year terms. In connection with these services, the Company recognized advertising expenses totaling $77,984 and $147,173, respectively, for the three and six months ended June 30, 2025, and $63,566 and $126,067, respectively, for the three and six months ended June 30, 2024. As of June 30, 2025 and December 31, 2024, amounts payable to Gabby Reece of $57,947 and $34,947, respectively, are included in related party liabilities in the balance sheets.

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 Topic 606, 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 June 30,*
	*2025*						*2024*
	$			*% of Total*			$			*% of Total*
Coffee creamers	$	6,770,922			56	%	$	4,696,979			47	%
Coffee, tea, and hot chocolate products		3,599,037			30	%		2,503,529			25	%
Hydration and beverage enhancing products		1,824,025			15	%		2,309,600			23	%
Snacks and other food items		1,412,979			12	%		1,683,776			17	%
Other		71,635			1	%		91,909			1	%
Gross sales		13,678,598			114	%		11,285,793			113	%
Shipping income		138,073			1	%		120,402			1	%
Discounts and promotional activity		(1,825,829	)		(15	)%		(1,402,541	)		(14	)%
Sales, net	$	11,990,842			100	%	$	10,003,654			100	%

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

	*Six Months Ended June 30,*
	*2025*						*2024*
	$			*% of Total*			$			*% of Total*
Coffee creamers	$	13,483,574			57	%	$	10,267,299			52	%
Coffee, tea, and hot chocolate products		6,819,928			29	%		4,678,794			23	%
Hydration and beverage enhancing products		3,930,204			17	%		4,334,872			22	%
Snacks and other food items		2,843,707			12	%		2,987,837			15	%
Other		143,318			1	%		213,921			1	%
Gross sales		27,220,731			116	%		22,482,723			113	%
Shipping income		260,347			1	%		231,830			1	%
Discounts and promotional activity		(3,836,077	)		(16	)%		(2,801,961	)		(14	)%
Sales, net	$	23,645,001			101	%	$	19,912,592			100	%

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

	*Three Months Ended June 30,*
	*2025*					*2024*
	$		*% of Total*			$		*% of Total*
E-commerce	$	6,237,344		52	%	$	6,098,327		61	%
Wholesale		5,753,498		48	%		3,905,327		39	%
Sales, net	$	11,990,842		100	%	$	10,003,654		100	%

	*Six Months Ended June 30,*
	*2025*					*2024*
	$		*% of Total*			$		*% of Total*
E-commerce	$	12,450,460		53	%	$	11,966,664		60	%
Wholesale		11,194,541		47	%		7,945,928		40	%
Sales, net	$	23,645,001		100	%	$	19,912,592		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 the six months ended June 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,*			*June 30,*
	*2024*			*2024*			*2025*
Accounts receivable, net	$	1,022,372		$	1,762,911		$	2,751,541
Contract liabilities	$	(427,974	)	$	(348,869	)	$	(369,303	)

The following table summarizes the components of estimated allowances for credit losses:

	*June 30,*		*December 31,*
	*2025*		*2024*
Allowance for bad debts	$	29,799	$	16,107
Factoring payable (receivable)	$	18,744		(1,534	)
Total allowances for credit losses	$	48,543	$	14,573

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

15. Reportable Segment

In accordance with ASC 280, 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 through one 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 does not 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, 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 are no 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 June 30,*						*Years Ended December 31,*
	*2025*			*2024*			*2025*			*2024*
Net loss	$	(362,178	)	$	(239,076	)	$	(518,360	)	$	(1,255,598	)
Adjusted for:
Depreciation and amortization		59,376			67,144			125,897			138,579
Stock-based compensation		488,576			253,708			996,986			533,273
Income tax expense		8,262			3,524			20,873			42,481
Interest expense and other (income) expense, net		(45,561	)		(103,069	)		(120,009	)		(214,066	)
Product quality issue (a)		—			(74,019	)		—			(35,213	)
Adjusted EBITDA	$	148,475		$	(91,788	)	$	505,387		$	(790,544	)
(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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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the financial condition and results of operations of Laird Superfood, Inc. (together with its wholly owned subsidiary on a consolidated basis, the "Company," "Laird Superfood," "our," "us," or "we") is a supplement to and should be read in conjunction with the unaudited consolidated condensed financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and the section titled “Risk Factors” included herein and in the 2024 Form 10-K.

Overview

Laird Superfood creates clean, minimally processed, functional foods, 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) 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 sugar-laden food and beverage products, as well as those containing highly processed and artificial ingredients. Our long-term goal is to build and scale a widely recognized brand that authentically focuses on recognizable 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.

Financial Highlights

Our e-commerce channel consists of (i) our Direct-to-consumer ("DTC") business, which includes sales through lairdsuperfood.com and pickybars.com, and (ii) Amazon.com. Lairdsuperfood.com and pickybars.com offer an authentic brand experience for our consumers that drive engagement through educational content. These platforms also provide us with direct consumer feedback for future product development. We view our proprietary database of customers ordering directly from our website as a strategic asset, as it enhances our ability to develop long-term relationships with these customers. We believe the content on our websites allows Laird Superfood to educate our consumers on the benefits of our products and ingredients, while providing a positive customer experience. We believe this experience leads to higher retention rates among repeat customers and subscribers, as evidenced by the fact that repeat customers and subscribers accounted for over 80% of DTC sales for the three and six months ended June 30, 2025 and 2024.

Our wholesale channel consists of products sold through various retail outlets, including natural, specialty, and conventional grocery stores, club stores, and food service locations. We believe the diversity of our retail outlets represents a strong competitive advantage for Laird Superfood and provides us with a larger total addressable market than would be considered normal for a food brand that is singularly focused on the grocery market.

For the three and six months ended June 30, 2025, the e-commerce channel made up 52% and 53% of our net sales, respectively, compared to 61% and 60%, respectively, for the three and six months ended June 30, 2024. For the three and six months ended June 30, 2025, the wholesale channel made up 48% and 47% of our net sales, respectively, compared to 39% and 40% for the three and six months ended June 30, 2024. We expect that, over time, our wholesale channel will overtake our e-commerce channel as a percentage of net sales, as we continue to execute our strategy to expand our retail distribution footprint.

Net sales increased to $12.0 million for the three months ended June 30, 2025 ("Q2 2025"), from $10.0 million for the three months ended June 30, 2024 ("Q2 2024"). Wholesale net sales in Q2 2025 increased by 47% compared to Q2 2024 driven by distribution expansion in grocery and club stores. E-commerce channel sales for Q2 2025 increased by 2% compared to Q2 2024, driven by growth in subscription revenue.

Net sales increased to $23.6 million for the six months ended June 30, 2025 ("YTD 2025"), from $19.9 million for the six months ended June 30, 2024 ("YTD 2024"). Wholesale net sales in YTD 2025 increased by 41% compared to YTD 2024, driven by velocity growth and distribution expansion in grocery and club stores. E-commerce channel sales for YTD 2025 increased by 4% compared to YTD 2024, driven by growth in subscription and repeat customer revenue.

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Our Strategy and Key Factors Affecting our Future Performance

We believe that our future performance will depend on many factors, including the following:

Ability to Grow Our Customer Base in both E-commerce and Traditional Wholesale Distribution Channels at a Reasonable Cost

We are continuously growing our customer base through our e-commerce channels, as well as by expanding our presence in our wholesale channel through a variety of physical retail outlets and geographical regions. We typically attract new customers in our e-commerce channel through our direct websites, lairdsuperfood.com and pickybars.com, and through Amazon.com. We also seek to attract new e-commerce customers through paid and unpaid social media, search, display, and traditional media. Our products are also sold through a growing number of retail outlets. Customers in our wholesale channel include grocery chains, natural food outlets, club stores, and food service customers. Attracting new customers in physical retail outlets depends on, among other things, paid promotions through retailers, display, and traditional media. We believe an ability to consistently attract and retain customers at a reasonable cost relative to projected life-time value will be a key factor affecting future performance.

Ability to Manage Co-Manufacturer and Third-Party Logistics Relationships

Our production and logistics are executed by third parties, and our performance is highly dependent on the ability of these partners to produce and deliver our products timely, to our standards, and at a reasonable cost.

Ability to Drive Repeat Usage of Our Products

Repeat customers who consistently re-order our products are critical to our business. The pace of our growth will be affected by our ability to maintain and establish long-term relationships with existing and new customers to drive repeat orders.

Ability to Expand Our Product Lines

Our goal is to expand our product lines over time to increase our growth opportunity and reduce product-specific risks through diversification into multiple products, each designed around daily use. Our pace of growth will be partially affected by the cadence and magnitude of new product launches over time.

Ability to Expand Gross Margins

Our overall profitability will be impacted by our ability to expand gross margins through effective sourcing of raw materials, controlling input and shipping costs, controlling the impacts of inflationary market factors, import tariffs and other trade policies, as well as managing co-packer relationships.

Ability to Expand Operating Margins

Our ability to expand operating margins will be impacted by our ability to cover fixed general and administrative costs and variable sales and marketing costs with higher revenues and gross profit dollars.

Ability to Manage Our Global Supply Chain

Our ability to grow and meet future demand will be affected by our ability to adequately plan for and source inventory from a variety of suppliers located inside and outside the United States. We may encounter difficulties in sourcing products.

Ability to Optimize Key Components of Working Capital

Our ability to maintain positive cash flows will be partially impacted by our ability to effectively manage all the key working capital components that could influence our cash conversion cycle.

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Components of Results of Operations

Sales, net

We sell our products through two channels: wholesale and e-commerce. Through our wholesale channel, we sell our products to distributors and retail outlets which, in turn, sell to end consumers. Through our e-commerce channel, we derive revenue from the sale of our products directly to consumers through our direct websites, lairdsuperfood.com and pickybars.com, as well as third-party e-commerce platforms such as Amazon.com.

Cost of Goods Sold

Cost of goods sold includes the cost of raw materials and packaging, co-packing tolling fees, inbound and outbound freight costs, import duties and tariffs, indirect labor, third party labor to store and ship our products, and overhead costs incurred in the storage and distribution of products sold in the period.

Operating Expenses

Our operating expenses consist of general and administrative, research and product development, and sales and marketing expenses, including non-production personnel costs.

Income Taxes

Due to our history of operating losses and expectation of future operating losses, we do not expect any significant federal income tax expenses and benefits for the foreseeable future. We will continue to owe state and local income taxes.

Results of Operations

Comparison of Q2 2025 and Q2 2024

For the periods indicated, the following table sets forth results of operations and the increase or decrease therewith:

	Three Months Ended June 30,						$			Percent
	2025			2024			Change			Change
Sales, net	$	11,990,842		$	10,003,654		$	1,987,188			20	%
Cost of goods sold		(7,209,839	)		(5,826,373	)		(1,383,466	)		24	%
Gross profit		4,781,003			4,177,281			603,722			14	%
Gross margin		39.9	%		41.8	%
General and administrative		2,202,763			2,148,172			54,591			3	%
Sales and marketing		2,977,717			2,367,730			609,987			26	%
Total operating expenses		5,180,480			4,515,902			664,578			15	%
Operating loss		(399,477	)		(338,621	)		(60,856	)		18	%
Other income		45,561			103,069			(57,508	)		(56	)%
Loss before income taxes		(353,916	)		(235,552	)		(118,364	)		50	%
Income tax expense		(8,262	)		(3,524	)		(4,738	)		134	%
Net loss	$	(362,178	)	$	(239,076	)	$	(123,102	)		51	%

	Three Months Ended June 30,				$		Percent
	2025		2024		Change		Change
Sales, net	$	11,990,842	$	10,003,654	$	1,987,188		20	%

The increase in net sales during Q2 2025 was fueled by distribution expansion in grocery and club stores, as well as improved velocities in most of our core product categories, partially offset by increased promotional trade spend, to support the 47% increase in wholesale channel sales year-over-year. E-commerce channel sales increased by 2% year-over-year, which was driven by growth in subscription revenue, including from Amazon.com.

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	Three Months Ended June 30,						$			Percent
	2025			2024			Change			Change
Cost of goods sold	$	(7,209,839	)	$	(5,826,373	)	$	(1,383,466	)		24	%

The increase in cost of goods sold during Q2 2025 was driven primarily by the growth in gross sales volume, as well as commodity cost inflation.

	Three Months Ended June 30,				$		Percent
	2025		2024		Change		Change
Gross profit	$	4,781,003	$	4,177,281	$	603,722		14	%

The increase in gross profit in Q2 2025 compared to the prior year period was driven by increased sales volume. Gross margin contracted by 1.9 points to 39.9% in Q2 2025 from 41.8% in the prior year period, due to channel mix and commodity cost inflation.

	Three Months Ended June 30,				$		Percent
	2025		2024		Change		Change
Operating expenses
General and administrative	$	2,202,763	$	2,148,172	$	54,591		3	%
Sales and marketing		2,977,717		2,367,730		609,987		26	%
Total operating expenses	$	5,180,480	$	4,515,902	$	664,578		15	%

The increase in general and administrative expenses during Q2 2025 was primarily driven by stock-based compensation and other personnel costs, partially offset by broad cost reduction measures.

The increase in sales and marketing expenses during Q2 2025 was driven by marketing and advertising costs, as well as increased selling costs due to increased sales volume.

	Three Months Ended June 30,				$			Percent
	2025		2024		Change			Change
Other income	$	45,561	$	103,069	$	(57,508	)		(56	)%

Other income is composed of interest income and expense, rental income, and other non-operating gains and losses. The decrease in other income during Q2 2025 was driven by decreases in dividend income on money market funds, as the amounts carried in those accounts decreased, and the termination of the Picky Bars, LLC sublease in the fourth quarter of 2024.

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Comparison of YTD 2025 and YTD 2024

For the periods indicated, the following table sets forth results of operations and the increase or decrease therewith:

	Six Months Ended June 30,						$			Percent
	2025			2024			Change			Change
Sales, net	$	23,645,001		$	19,912,592		$	3,732,409			19	%
Cost of goods sold		(13,982,458	)		(11,771,210	)		(2,211,248	)		19	%
Gross profit		9,662,543			8,141,382			1,521,161			19	%
Gross margin		40.9	%		40.9	%
General and administrative		4,446,527			4,305,920			140,607			3	%
Sales and marketing		5,833,512			5,262,645			570,867			11	%
Total operating expenses		10,280,039			9,568,565			711,474			7	%
Operating loss		(617,496	)		(1,427,183	)		809,687			(57	)%
Other income		120,009			214,066			(94,057	)		(44	)%
Loss before income taxes		(497,487	)		(1,213,117	)		715,630			(59	)%
Income tax expense		(20,873	)		(42,481	)		21,608			(51	)%
Net loss	$	(518,360	)	$	(1,255,598	)	$	737,238			(59	)%

	Six Months Ended June 30,				$		Percent
	2025		2024		Change		Change
Sales, net	$	23,645,001	$	19,912,592	$	3,732,409		19	%

The increase in net sales during YTD 2025 was driven by distribution expansion in grocery and club stores, as well as velocity growth in our key categories, partially offset by increased promotional trade spend to support a 40% increase in wholesale channel sales year-over-year. E-commerce channel sales increased by 4% year-over-year, which was fueled by subscription and repeat customer revenue growth, including from Amazon.com.

	Six Months Ended June 30,									Percent
	2025			2024			Change			Change
Cost of goods sold	$	(13,982,458	)	$	(11,771,210	)	$	(2,211,248	)		19	%

The increase in cost of goods sold during YTD 2025 was driven by growth in sales volume, as well as higher commodity costs.

	Six Months Ended June 30,				$		Percent
	2025		2024		Change		Change
Gross profit	$	9,662,543	$	8,141,382	$	1,521,161		19	%

The increase in gross profit in YTD 2025 compared to the prior year period was driven by increased sales volume. Gross margin was nearly flat at 40.9% in YTD 2025 compared to 40.9% in the prior year period.

	Six Months Ended June 30,				$		Percent
	2025		2024		Change		Change
Operating expenses
General and administrative	$	4,446,527	$	4,305,920	$	140,607		3	%
Sales and marketing		5,833,512		5,262,645		570,867		11	%
Total operating expenses	$	10,280,039	$	9,568,565	$	711,474		7	%

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The increase in general and administrative expenses during YTD 2025 was primarily driven by stock-based compensation and other personnel costs, offset partially by broad cost reduction measures.

The increase in sales and marketing expenses during YTD 2025 was driven by increased selling costs due to increased sales volume.

	Six Months Ended June 30,				$			Percent
	2025		2024		Change			Change
Other income	$	120,009	$	214,066	$	(94,057	)		(44	)%

Other income is composed of interest income and expense, rental income, and other non-operating gains and losses. The decrease in other income during YTD 2025 was driven by decreases in dividend income on money market funds, as the amounts carried in those accounts decreased, and the termination of the Picky Bars, LLC sublease in the fourth quarter of 2024.

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Cash Flows

The following table shows a summary of our cash flows for the six months ended June 30, 2025 and 2024:

	Six Months Ended June 30,
Cash flows provided by (used in):		2025			2024
Operating activities	$	(4,102,366	)	$	220,414
Investing activities		(80,638	)		(13,462	)
Financing activities		(146,373	)		(86,066	)
Net change in cash, cash equivalents, and restricted cash	$	(4,329,377	)	$	120,886

The increase in cash used in operating activities for YTD 2025 was driven by strategic investment into working capital. This investment was made (i) to meet higher demand for our products, (ii) to address the out-of-stocks experienced at the end of 2024, and (iii) to forward purchase inventory in anticipation of potential tariffs on the import of raw materials that we source outside of the United States, particularly in Southeast Asia. As we sell down this forward-purchased inventory during the back half of 2025 and into 2026, we expect our cash balance to normalize and increase by the end of the 2025 fiscal year. In addition, during Q2 2025, our accounts receivable balance was elevated due to temporary delays from one of our customers which resulted in a shift in payments received from Q2 2025 to Q3 2025. We expect our accounts receivable balance to normalize during Q3 2025.

Cash used in investing activities for YTD 2025 consisted of purchases of long-lived capital assets.

Cash used in financing activities for YTD 2025 consisted of payroll taxes paid related to net issuances of stock awards, offset in part by stock option exercises.

Liquidity and Capital Resources

As of June 30, 2025, we had an accumulated deficit of $108.6 million, which includes operating losses of $0.6 million and $1.4 million for YTD 2025 and YTD 2024, respectively. We may incur additional operating losses as we execute our strategy to invest in the growth of our business, reinvesting any incremental profit into future top-line sales growth while holding cash reserves largely flat. We will continue to seek opportunities to optimize spending, expand gross margins, and free up cash flow through efficient working capital management. We have historically financed our operations and capital expenditures through private placements of our common stock, our initial public offering, our prior lines of credit, term loans, and from our core operating activities. Our historical uses of cash have primarily consisted of cash used in operating activities and working capital needs.

As of June 30, 2025 and December 31, 2024, we had $4.2 million and $8.5 million, respectively, of cash-on-hand, and total net working capital of $12.3 million and $12.0 million, respectively, for the same periods. As of June 30, 2025, we had access to up to $1.8 million of advances under the Factoring Agreement, of which none had been utilized as of the date of this report. We have no significant unused sources of liquid assets outside of our working capital.

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Our future capital requirements will depend on many factors, including our growth rate, the continued expansion of sales and marketing activities, the enhancement of our product platforms, the introduction of new products, acquisition activity, as well as economic and market trends. Recent and expected working and other capital requirements, in addition to the matters above, also include the items described below:

●

We have a lease arrangement for corporate office space. As of June 30, 2025, we had fixed lease payment obligations of $0.2 million, with $0.1 million payable within 12 months.

●

As of June 30, 2025, $6.9 million of current liabilities were accrued related to short-term operating activities and personnel costs, excluding the aforementioned current lease liabilities.

●

Marketing and advertising expenditures, including related party advertising costs, were $3.7 million in YTD 2025 and $3.6 million in YTD 2024. We expect to continue to invest in these activities as part of the strategic expansion of sales volume, however, we have made strategic shifts to reduce and improve the efficacy of future customer acquisition costs.

●

The prices of various commodities, such as coffee, have increased in the last twelve months. These inflationary pressures have impacted our working capital and our margins. Should this trend continue, our margins could be further impacted.

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 anticipate increased supply chain challenges, commodity cost volatility, and consumer and economic uncertainty due to rapid changes in global trade policies. 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 for the remainder of fiscal year 2025. To date, we have elected to acquire additional inventory in advance of anticipated future tariff implementations, which has impacted our cash balances as of June 30, 2025, but which is not expected to meaningfully impact our cash balances for the balance of the 2025 fiscal year. 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.

Based on our current business plans, we believe that our existing cash balances, including our anticipated cash flow from operations, will be sufficient to finance our operations and meet our foreseeable cash requirements through at least the next twelve months. In the future, we may raise funds by issuing debt or equity securities, or securities convertible into or exchangeable for our common stock. Such financing and other potential financing may result in dilution to stockholders, reduction in the market price of our common stock, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms, or at all.

Segment Information

We have one operating segment and one reportable segment, for which our Chief Operating Decision Maker, our Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.

Critical Accounting Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and our management's discussion and analysis of our financial condition and operating results require our management to make judgments, assumptions and estimates that affect the amounts reported. Note 1, “Summary of Significant Accounting Policies” of the Notes to the Unaudited Consolidated Condensed Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2024 Form 10-K describe the significant accounting policies and methods used in the preparation of our financial statements. There have been no material changes to our critical accounting estimates since the 2024 Form 10-K.

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Emerging Growth Company Status

As a company with less than $1.235 billion in annual gross revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

●

a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

●

an exemption from the auditor attestation requirement on the effectiveness of our internal control over financial reporting;

●

reduced disclosure about our executive compensation arrangements; and

●

no non-binding advisory votes on executive compensation or golden parachute arrangements.

We may take advantage of these provisions until the end of the fiscal year in which the fifth anniversary of our IPO occurs, or such earlier time when we no longer qualify as an emerging growth company. We will cease to be an emerging growth company on the earlier of (1) the last day of the fiscal year (a) in which we have more than $1.235 billion in annual gross revenue or (b) in which we have more than $700 million in market value of our capital stock held by non-affiliates, or (2) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all these reduced burdens.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards, and therefore we will not be subject to the same requirements to adopt new or revised accounting standards as other public companies that are not emerging growth companies.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not Applicable.

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Item 4. Controls and Procedures.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Company management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure.

Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of June 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2025.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II. Other Information

Item 1. Legal Proceedings.

From time to time, we may be involved in claims and legal actions that arise in the ordinary course of business. To our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.

Item 1A. Risk Factors.

Except as set forth below, there were no material changes to the Risk Factors disclosed in “Item 1A. Risk Factors” in the 2024 Form 10-K during the three months ended June 30, 2025. This Quarterly Report on Form 10-Q should be read in conjunction with the risk factors previously described in the Company's 2024 Form 10-K.

We are subject to the risks associated with conducting business operations outside of the U.S., which could adversely affect our business.

We purchase our products from a variety of suppliers, including international suppliers. Our direct purchases from non-US suppliers represented a majority of our raw materials, and we expect our international purchases may grow with time. Additionally, we may source from new non-US suppliers over time as raw material availability changes. We may in the future enter into agreements with distributors in foreign countries to sell our products. All of these activities are subject to the uncertainties associated with international business operations, including:

●

difficulties with foreign and geographically dispersed operations;

●

having to comply with various U.S. and international laws;

●

changes and uncertainties relating to foreign rules and regulations;

●

tariffs, export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import necessary materials;

●

limitations on our ability to enter into cost-effective arrangements with distributors, or at all;

●

fluctuations in foreign currency exchange rates;

●

imposition of limitations on production, sale or export in foreign countries, including due to pandemic or quarantine;

●

imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures;

●

imposition of differing labor laws and standards;

●

economic, political, environmental, health-related, or social instability in foreign countries and regions (such as in Southeast Asia in 2022 and South America in 2023);

●

an inability, or reduced ability, to protect our intellectual property;

●

availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us;

●

difficulties in enforcing contracts and legal decisions; and

●

less developed infrastructure.

If we expand into other target markets, we cannot assure you that our expansion plans will be realized, or if realized, be successful. We expect each market to have particular regulatory and funding hurdles to overcome and any future developments in these markets, including the uncertainty relating to governmental policies and regulations, could harm our business. If we expend significant time and resources on expansion plans that fail or are delayed, our reputation, business and financial condition may be harmed.

In addition, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials or other third parties for the purpose of obtaining or retaining business. While our policies mandate compliance with these anti-bribery laws, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees or agents. Violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our results of operations, cash flows and financial condition.

All risks relating to business operations outside of the U.S. may be exacerbated by the current U.S. political climate. For example, the U.S. presidential administration recently announced significant tariffs on imports from a broad range of countries, including Canada, Mexico, China, and countries in Southeast Asia, which may have caused and may continue to cause, among other things, inflationary pressures and higher costs on certain of our raw materials and imports from Southeast Asia. We have in the past and intend to continue to source certain of our raw materials from China. In the future, additional tariffs may be implemented on other countries from which we import a significant portion of our raw materials.

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Tariffs announced by the U.S. government, particularly against countries in Southeast Asia, could impact our business and results of operations. Further, reciprocal tariffs and other related measures could be taken by other countries, including the potential escalation of trade disputes, could further impact our business and results of operations. The extent and duration of tariffs and the resulting effect on general economic conditions and on our business could result in increases in prices for raw materials that we import from our suppliers. The impact of tariffs or reciprocal tariffs on our supply chain are uncertain and depend on various factors, such as negotiations between the United States and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products.

The ultimate impact of changing trade policies on our business will depend on various factors, including the magnitude, duration and nature of tariffs. While we actively monitor these developments, we may not be able to fully mitigate the adverse impact of potential tariff initiatives or other trade-related disruptions.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the six months ended June 30, 2025, none of the Company's directors or executive officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits.

The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.

Incorporated by Reference

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

Filed /
Furnished
Herewith

31.1

Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a).

31.2

Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a).

32.1

Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350.

32.2

Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

* Filed herewith.

** The certifications attached as Exhibit 32.1 and 32.2 are furnished and not deemed filed with the SEC and are not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	Laird Superfood, Inc.
	(Registrant)

Date: August 6, 2025	/s/ Jason Vieth
	Jason Vieth
	President and Chief Executive Officer
	(Principal Executive Officer and duly authorized officer)

Date: August 6, 2025	/s/ Anya Hamill
	Anya Hamill
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Laird Superfood, Inc. 10-Q