Laird Superfood, Inc. 8-K

What Happened Laird Superfood (LSF) filed an 8‑K disclosing a $50.0 million investment by affiliates of Nexus Capital (Gateway III and Gateway IV) completed at closing on December 21, 2025. Nexus purchased 50,000 shares of newly created Series A Preferred Stock at $1,000 per share and the company has the option to require up to 60,000 additional preferred shares (at $1,000 each) within a prescribed period to fund approved strategic transactions. On January 30, 2026 the parties amended the investment agreement to align conversion pricing for those additional shares with NYSE American “Minimum Price” voting-rights rules where applicable.

Key Details

• Initial Nexus Investment: 50,000 Series A Preferred shares at $1,000/share = $50.0 million, closed Dec 21, 2025.
• Option for Additional Shares: Company may require purchase of up to 60,000 additional shares within 270 days of closing (360 days in certain negotiation scenarios); any funding of Additional Shares must be at least $25.0 million and used to fund concurrent strategic transactions approved by a majority of disinterested directors.
• Amendment (Jan 30, 2026): Modified Certificate of Designation so conversion price for Additional Shares follows NYSE American “Minimum Price” rules if that Minimum Price exceeds the adjusted conversion price.
• Board changes: Geoffrey Barker and Patrick Gaston resigned effective upon the Closing; Nexus will appoint four designated board representatives and Grant LaMontagne will be deemed a fifth designated Nexus representative; board size will be fixed at nine.

Why It Matters This filing signals a material financing and potential strategic restructuring for Laird Superfood: the $50M preferred-stock investment provides immediate capital and gives Nexus a path to increase its stake tied to future strategic deals. Board composition will shift to include multiple Nexus designees, which may influence strategic decisions (including the company’s announced intent to pursue the proposed Navitas acquisition referenced in the filing). The company intends to file proxy materials for shareholder approval of the preferred issuance and related transactions — investors should watch those filings for details, timing, and any vote requirements.