Laird Superfood, Inc. 8-K

What Happened Laird Superfood, Inc. announced on Dec. 21, 2025 (press release Dec. 22, 2025) that it entered into a securities purchase agreement to acquire Navitas LLC for $38.5 million in cash (subject to customary purchase‑price adjustments) and simultaneously signed an investment agreement for a $50.0 million purchase of Series A Preferred Stock by affiliates of Nexus Capital. The transactions are conditioned on stockholder approval of the Preferred Stock Issuance at a special meeting and other customary closing conditions; the parties expect to close the Navitas acquisition and Nexus investment in Q1 2026.

Key Details

• Acquisition price: $38.5 million cash for Navitas LLC (subject to working capital and other customary adjustments).
• Nexus investment: $50.0 million purchase of 50,000 shares of Series A Preferred at $1,000 per share; company may require Nexus to buy up to 60,000 additional shares (minimum $25M) within 270–360 days to fund approved strategic transactions.
• Series A preferred terms: convertible at holder’s option into common stock at $3.57 per share (with customary anti‑dilution protections), accrues 5% annual dividends compounded quarterly, votes on an as‑converted basis; Conversion Shares expected to be listed on NYSE American.
• Governance impact: at closing Nexus will designate four board members (Grant LaMontagne to be treated as a Nexus designee as well), the board will be fixed at nine directors, and on a diluted basis (assumed in‑the‑money instruments at $2.20/share) Nexus would represent ~53.5% of outstanding common stock.
• Closing conditions/risks: both deals require Company Stockholder Approval, regulatory clearances and absence of material adverse effects; outside date is April 6, 2026 (plus a 15‑day extension) and there are potential termination fees ($2.0M, $1.0M or $0.5M depending on circumstances) payable by the Company in certain termination scenarios.
• Support arrangements: voting/support agreements were signed with certain stockholders, directors and officers to vote in favor of the Preferred Stock Issuance; Registration Rights Agreement grants Nexus resale and underwritten offering rights (subject to limits).

Why It Matters These agreements combine a strategic acquisition (Navitas) with a large private funding and a significant governance shift. If completed, the deals will add Navitas to Laird Superfood’s business and bring immediate capital ($50M) but also dilute existing shareholders and give Nexus substantial voting influence through preferred stock conversion rights and board designations. The transactions require stockholder approval and other conditions before they close; investors should watch proxy filings, the special meeting, and regulatory clearances for timing and final terms.