LSF Laird Superfood Inc

As filed with the Securities and Exchange Commission on July 25 , 2024

 

Registration No. 333- 280510             

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

AMENDMENT NO. 1 TO FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

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 Number)

 

5303 Spine Road, Suite 204

Boulder, Colorado 80301

(541) 588-3600

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Anya Hamill

Chief Financial Officer

5303 Spine Road, Suite 204

Boulder, Colorado 80301

(541) 588-3600

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

Copies to:

 

Matthew L. Fry, Esq.

Haynes and Boone, LLP

2801 N. Harwood Street, Suite 2300

Dallas, Texas 75201

(214) 651-5000

 

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this registration statement.

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:  ☐

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:  ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

 

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

 

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 7(a)(2)(B) of the Securities Act.  ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

SUBJECT TO COMPLETION, DATED JULY 25 , 2024

 

PROSPECTUS

 

 

 

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

 

600,000 Shares of Common Stock

_____________________

 

This prospectus relates to the resale from time to time by the selling stockholder identified in this prospectus of up to 600,000 shares of common stock of Laird Superfood, Inc., $0.001 par value per share (our “common stock”), issued or issuable by us to the selling stockholder pursuant to a sponsorship and support agreement. We will not receive any of the proceeds from the sale of the shares of our common stock by the selling stockholder.

 

Our registration of the shares of our common stock covered by this prospectus does not mean that the selling stockholder will offer or sell any of the shares of our common stock. The selling stockholder identified in this prospectus may sell the shares of our common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholder may sell the securities in the section entitled “Plan of Distribution.”

 

We are an “emerging growth company” and a “smaller reporting company” as defined under the U.S. federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements for this and future filings.

 

Our common stock is listed on the NYSE American Stock Exchange (“NYSE American”) under the symbol “LSF.” On July 24 , 2024, the last reported sale price of our common stock on the NYSE American was $ 4.14 per share. You should read this prospectus and any prospectus supplement, together with additional information described under the headings “Information Incorporated by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

_____________________

 

Investing in our securities involves a high degree of risk. You should read “Risk Factors” beginning on page 7 of this prospectus and the other information included and incorporated by reference in this prospectus and any applicable prospectus supplement to read about factors to consider before purchasing our securities.

_____________________

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

_____________________

 

The date of this prospectus is  , 2024

 

 

TABLE OF CONTENTS

 

 

Page
About This Prospectus	1
Where You Can Find More Information	1
Information Incorporated by Reference	2
Cautionary Note Regarding Forward-Looking Statements	3
About Laird Superfood, Inc.	5
The Offering	7
Risk Factors	7
Use of Proceeds	7
Description of Common Stock	7
Selling Stockholder	11
Plan of Distribution	13
Legal Matters	15
Experts	15

_____________________

 

Neither we nor the selling stockholder has authorized anyone to provide you with information different from that contained or incorporated by reference in this prospectus or any accompanying prospectus supplement or free writing prospectus, and neither we nor the selling stockholder takes responsibility for any other information that others may give you. This prospectus is not an offer to sell, nor is it a solicitation of an offer to buy, the securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the information contained in this prospectus or any prospectus supplement or free writing prospectus is accurate as of any date other than the date on the front cover of those documents, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

 

As permitted by the rules and regulations of the Securities and Exchange Commission (the “SEC”), the registration statement of which this prospectus forms a part includes additional information not contained in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s website as described below under the heading “Where You Can Find More Information.” Before investing in our securities, you should read this prospectus and any accompanying prospectus supplement or free writing prospectus, as well as the additional information described under “Where You Can Find More Information” and “Information Incorporated by Reference.”

 

References to the “Company,” “Laird Superfood,” “LSF,” “we,” “our” and “us” in this prospectus are to Laird Superfood, Inc., unless the context otherwise requires. Any trade names and trademarks appearing in this document are the property of their respective holders.

 

 

ABOUT THIS PROSPECTUS

 

This prospectus is part of a registration statement that we filed with the SEC utilizing a shelf registration process. Under the shelf registration process, the selling stockholder may offer, from time to time, the common stock described in this prospectus in one or more offerings.

 

This prospectus provides you with a description of the common stock which may be offered by the selling stockholder. Each time the selling stockholder sells common stock, the selling stockholder may be required to provide you with this prospectus and, in certain cases, a prospectus supplement containing specific information about the selling stockholder and the terms of the securities being offered.

 

A prospectus supplement or free writing prospectus may include a discussion of risks or other special considerations applicable to us or the offered securities. A prospectus supplement or free writing prospectus may also add, update or change information contained in this prospectus. If there is any inconsistency between the information in this prospectus and any related prospectus supplement or free writing prospectus, you must rely on the information in the prospectus supplement or free writing prospectus. Please carefully read both this prospectus and the related prospectus supplement or free writing prospectus in their entirety together with additional information described under the heading “Where You Can Find More Information” and “Information Incorporated by Reference” before investing in our common stock.

 

WHERE YOU CAN FIND MORE INFORMATION

 

This prospectus forms part of a registration statement on Form S-3 filed by us with the SEC under the Securities Act of 1933, as amended (the “Securities Act”). As permitted by the SEC, this prospectus does not contain all the information set forth in the registration statement filed with the SEC. For a more complete understanding of this offering, you should refer to the complete registration statement, including the exhibits thereto, on Form S-3 that may be obtained as described below. Statements contained or incorporated by reference in this prospectus or any prospectus supplement about the contents of any contract or other document are not necessarily complete. If we have filed any contract or other document as an exhibit to the registration statement or any other document incorporated by reference in the registration statement of which this prospectus forms a part, you should read the exhibit for a more complete understanding of the document or matter involved. Each statement regarding a contract or other document is qualified in its entirety by reference to the actual document.

 

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public from commercial retrieval services and at the website maintained by the SEC at www.sec.gov. The reports and other information filed by us with the SEC are also available at our website. The address of the Company’s website is www.lairdsuperfood.com. Information contained on our website or that can be accessed through our website is not incorporated by reference into this prospectus.

 

 

INFORMATION INCORPORATED BY REFERENCE

 

The SEC allows us to incorporate information into this prospectus “by reference,” which means that we can disclose important information to you by referring you to another document that we file separately with the SEC. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus and any accompanying prospectus supplement. These documents contain important information about the Company and its financial condition, business and results.

 

We are incorporating by reference the Company’s filings listed below, except we are not incorporating by reference any information furnished (but not filed) for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):

 

	●	our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 13, 2024;
	●	our definitive Proxy Statement on Schedule 14A, filed with the SEC on May 15, 2024;

●

our Current Reports on Form 8-K (except that any portions thereof which are “furnished” and not “filed” shall not be deemed incorporated) filed with the SEC on January 3, 2024, March 15, 2024, May 6, 2024 , May 10, 2024 (as amended on May 15, 2024) , May 31, 2024, and June 28, 2024 ;

●

our Quarterly Report on Form 10-Q filed with the SEC on May 8, 2024; and

●

the description of our common stock contained in Exhibit 4.3 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 13, 2024, including any amendments or reports filed for the purpose of updating such description.

 

In addition, all documents filed after the date of the filing of the registration statement of which this prospectus forms a part and prior to the effectiveness of the registration statement and all documents subsequently filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding any information “furnished” pursuant to Item 2.02 or Item 7.01 with the SEC on any Current Report on Form 8-K and other portions of documents that are “furnished,” but not “filed,” pursuant to applicable rules promulgated by the SEC, unless otherwise noted), prior to the completion or termination of the applicable offering under this prospectus and any applicable prospectus supplement, shall be deemed to be incorporated by reference into this prospectus.

 

 

We will provide a copy of the documents we incorporate by reference, at no cost, to any person who receives this prospectus, if such person makes a written or oral request directed to:

 

Laird Superfood, Inc.

5303 Spine Road, Suite 204

Boulder, Colorado 80301

Attn: Corporate Secretary

(541) 588-3600

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus, any accompanying prospectus supplement or free writing prospectus, and the documents we have incorporated by reference contain forward-looking statements within the meaning of the federal securities laws that involve risks and uncertainties that could cause actual results to differ materially from projections or estimates contained herein. Forward-looking statements convey our current expectations or forecasts of future events. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

 

Forward-looking statements convey our current expectations or forecasts of future events and are not guarantees of future performance. They are based on numerous assumptions that we believe are reasonable, but are open to a wide range of uncertainties and business risks. Any statements contained in this prospectus, any accompanying prospectus supplement or free writing prospectus, and the documents incorporated by reference in this prospectus that are not statements of historical fact may be forward-looking statements. The words “intends,” “estimates,” “predicts,” “potential,” “continues,” “anticipates,” “plans,” “expects,” “believes,” “should,” “could,” “may,” “would,” “will,” “seeks,” or the negative of these terms or other comparable terminology, are intended to identify forward-looking statements. Actual results could differ materially from those in forward-looking statements because of, among other reasons, the factors described below and in the periodic reports that we file with the SEC from time to time, including on Forms 10-K, 10-Q and 8-K and any amendments thereto.

 

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;

 

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

 

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our future capital resources and needs;

 

●

our ability to retain and grow our customer base;

 

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

 

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

 

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

 

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

 

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

 

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

 

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regulatory risks;

 

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risks related to our international operations;

 

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

 

●

other risks and uncertainties described in our most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, if any, and our other filings with the SEC.

 

 

In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this prospectus, any accompanying prospectus supplement or free writing prospectus, or any document incorporated by reference in this prospectus. When considering forward-looking statements, you should keep in mind the cautionary statements in this prospectus, any accompanying prospectus supplement or free writing prospectus, and the documents incorporated by reference in this prospectus. 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. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in or incorporated by reference in this prospectus or any accompanying prospectus supplement or free writing prospectus might not occur.

 

 

ABOUT LAIRD SUPERFOOD, INC.

 

Laird Superfood creates highly differentiated, plant-based, and functional foods, many of which incorporate adaptogens which may support a variety of brain functions. The core pillars of the Laird Superfood platform are currently Superfood Creamer coffee creamers, Hydrate hydration products and beverage enhancing supplements, harvest snacks and other food items, and functional roasted and instant coffees, teas, and hot chocolate. Consumer preferences within the evolving food and beverage industry are shifting away from processed and sugar-laden food and beverage products, as well as those containing significant amounts of highly processed and artificial ingredients. Laird Superfood’s long-term goal is to build the first scale-level and widely recognized brand that authentically focuses on natural ingredients, nutritional density, and functionality, allowing the Company to maximize penetration of a multi-billion-dollar opportunity in the grocery market.

 

Recent Developments

 

Redomestication

 

On December 31, 2023 (the “Effective Date”), we changed our state of incorporation from the state of Delaware to the state of Nevada (the “Redomestication”) by means of a plan of conversion, as described in our definitive proxy statement on Schedule 14A filed with the SEC on October 10, 2023.

 

As of the Effective Date:

	●	our domicile changed from the state of Delaware to the state of Nevada; and
	●	the affairs of the Company ceased to be governed by the Delaware General Corporation Law and the Company’s then existing certificate of incorporation and bylaws, and instead became governed by the Nevada Revised Statutes (the “NRS”) and the Company’s new articles of incorporation and bylaws.

 

The Redomestication was previously submitted to a vote of, and was approved by, the Company’s stockholders at our Annual Meeting of Stockholders held on December 19, 2023. The Redomestication did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company’s current employees, including management. The Redomestication did not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Redomestication. The daily business operations of the Company have continued as they were conducted prior to the Redomestication. The consolidated financial condition and results of operations of the Company immediately after consummation of the Redomestication remains the same as immediately before the Redomestication.

 

Corporate Information

 

Our principal executive offices are located at 5303 Spine Road, Suite 204, Boulder, Colorado 80301, and our telephone number is (541) 588-3600. Our website is located at www.lairdsuperfood.com. Information contained on our website or that can be accessed through our website is not incorporated by reference into this prospectus. For additional information as to our business, properties and financial condition, please refer to the documents cited in “Where You Can Find More Information” and “Information Incorporated by Reference.”

 

 

Implications of Being an Emerging Growth Company

 

As a company with less than $1.235 billion in 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:

 

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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 initial public offering occurs, or such earlier time when we no longer qualify as an emerging growth company. We would 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 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.

 

 

THE OFFERING

 

Issuer	Laird Superfood, Inc.
Shares of our Common Stock Offered by the Selling Stockholder	Up to 600,000 shares.
Use of Proceeds	We will not receive any proceeds from the sale of shares of our common stock by the selling stockholder.
Market for our Common Stock	Our common stock is listed on the NYSE American under the symbol “LSF”.
Risk Factors	Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 7 of this prospectus for a discussion of factors you should carefully consider before investing in our common stock.

 

RISK FACTORS

 

An investment in our securities involves a high degree of risk. In addition to all of the other information contained or incorporated by reference into this prospectus and any accompanying prospectus supplement, you should carefully consider the risk factors incorporated by reference from our Annual Report on Form 10-K for the year ended December 31, 2023, and the risk factors contained or incorporated by reference into any accompanying prospectus supplement before acquiring any of the securities. The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future results. If any of these risks actually occur, our business, financial condition or results of operations could be harmed. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment. Please also read carefully the section titled “Cautionary Note Regarding Forward-Looking Statements.”

 

USE OF PROCEEDS

 

All of the shares of common stock being offered hereby may be sold from time to time by the selling stockholder identified in this prospectus. We will not receive any proceeds from the sale of common stock by the selling stockholder.

 

DESCRIPTION OF COMMON STOCK

 

Common Stock

 

The following summary describes our capital stock and certain provisions of our articles of incorporation, our bylaws, and the Nevada Revised Statutes. Because the following is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should refer to our articles of incorporation and bylaws, copies of which have been filed as exhibits to the registration statement of which this prospectus forms a part.

 

Our articles of incorporation authorize us to issue 100,000,000 shares of common stock, par value $0.001 per share. As of July 24 , 2024, there were 10,610,161 shares of our common stock issued and 10,244,457 shares of our common stock outstanding, all of which are fully paid and non-assessable. As of July 24, 2024 , there were 1,652,428 shares of common stock issuable upon the exercise of outstanding options, and 1,434,689 shares of common stock issuable upon the vesting of outstanding restricted stock units.

 

 

Holders of our common stock are entitled to one vote for each share of common stock held of record for the election of directors and on all matters submitted to a vote of stockholders. A majority vote of the votes cast by holders of common stock is generally required to take action under our articles of incorporation and bylaws. Holders of our common stock are entitled to receive dividends ratably, if any, as may be declared by our board of directors out of legally available funds, subject to any preferential dividend rights of any preferred stock then outstanding. Upon our dissolution, liquidation or winding up, holders of our common stock are entitled to share ratably in our net assets legally available after the payment of all our debts and other liabilities, subject to the preferential rights of any preferred stock then outstanding. Holders of our common stock have no preemptive, subscription, redemption or conversion rights and no sinking fund provisions are applicable to our common stock. The rights, preferences and privileges of holders of our common stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate and issue in the future.

 

Broadridge Corporate Issuer Solutions, Inc. is the transfer agent and registrar for our common stock.

 

Our common stock is listed on the NYSE American under the symbol “LSF.”

 

Anti-Takeover Effects of Provisions of our Articles of Incorporation, Bylaws and Nevada Law

 

Certain provisions of Nevada law, our articles of incorporation and our bylaws may have the effect of delaying, deferring or preventing another party from acquiring control of the Company. These provisions may discourage and prevent coercive takeover practices and inadequate takeover bids.

 

Nevada Law

 

Business Combinations

 

The “business combination” provisions of Sections 78.411 to 78.444, inclusive, of the NRS generally prohibit a Nevada corporation with at least 200 stockholders from engaging in various “combination” transactions with any interested stockholder for a period of two years after the date of the transaction in which the person became an interested stockholder, unless the transaction is approved by the board of directors prior to the date the interested stockholder obtained such status or the combination is approved by the board of directors and thereafter is approved at a meeting of the stockholders by the affirmative vote of stockholders representing at least 60% of the outstanding voting power held by disinterested stockholders. The prohibition extends beyond the expiration of the two-year period, unless: (a) the combination was approved by the board of directors prior to the person becoming an interested stockholder or the transaction by which the person first became an interested stockholder was approved by the board of directors before the person became an interested stockholder or the combination is later approved by a majority of the voting power held by disinterested stockholders; or (b) if the consideration to be paid by the interested stockholder is at least equal to the highest of: (i) the highest price per share paid by the interested stockholder within the two years immediately preceding the date of the announcement of the combination or in the transaction in which it became an interested stockholder, whichever is higher, (ii) the market value per share of common stock on the date of announcement of the combination and the date the interested stockholder acquired the shares, whichever is higher, or (iii) for holders of preferred stock, the highest liquidation value of the preferred stock, if it is higher.

 

A “combination” is generally defined to include mergers or consolidations or any sale, lease exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, with an “interested stockholder” having: (a) an aggregate market value equal to 5% or more of the aggregate market value of the assets of the corporation, (b) an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation, (c) 10% or more of the earning power or net income of the corporation, and (d) certain other transactions with an interested stockholder or an affiliate or associate of an interested stockholder.

 

In general, an “interested stockholder” is a person who, together with affiliates and associates, owns (or within two years, did own) 10% or more of a corporation’s voting stock. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire our Company even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

 

 

Control Share Acquisitions

 

The “control share” provisions of Sections 78.378 to 78.3793, inclusive, of the NRS apply to “issuing corporations” that are Nevada corporations with at least 200 stockholders, including at least 100 stockholders of record who are Nevada residents, and that conduct business directly or indirectly in Nevada. The control share statute prohibits an acquirer, under certain circumstances, from voting its shares of a target corporation’s stock after crossing certain ownership threshold percentages, unless the acquirer obtains approval of the target corporation’s disinterested stockholders. The statute specifies three thresholds: (a) one-fifth or more but less than one-third, (b) one-third but less than a majority, and (c) a majority or more, of the outstanding voting power.

 

Generally, once an acquirer crosses one of the above thresholds, those shares in an offer or acquisition and acquired within 90 days thereof become “control shares” and such control shares are deprived of the right to vote until disinterested stockholders restore the right. These provisions also provide that if control shares are accorded full voting rights and the acquiring person has acquired a majority or more of all voting power, all other stockholders who do not vote in favor of authorizing voting rights to the control shares are entitled to demand payment for the fair value of their shares in accordance with statutory procedures established for dissenters’ rights.

 

A corporation may elect to not be governed by, or “opt out” of, the control share provisions by making an election in its articles of incorporation or bylaws, provided that the opt-out election must be in place on the 10th day following the date an acquiring person has acquired a controlling interest, that is, crossing any of the three thresholds described above. Pursuant to Article XI of our articles of incorporation, we have opted out of the control share statutes and will not be subject to these statutes if we are an “issuing corporation” as defined in such statutes.

 

The effect of the Nevada control share statutes is that the acquiring person, and those acting in association with the acquiring person, will obtain only such voting rights in the control shares as are conferred by a resolution of the stockholders at an annual or special meeting. The Nevada control share law, if applicable, could have the effect of discouraging takeovers of our Company.

 

Articles of Incorporation and Bylaws

 

No Written Consent of Stockholders

 

Our articles of incorporation provide that all stockholder actions are required to be taken by a vote of the stockholders at an annual or special meeting, and that stockholders may not take any action by written consent in lieu of a meeting. This limit may lengthen the amount of time required to take stockholder actions and would prevent the amendment of our bylaws or removal of directors by our stockholders without holding a meeting of stockholders.

 

Meetings of Stockholders

 

Our articles of incorporation and bylaws provide that a special meeting of stockholders may be called only by our board of directors, the chairperson of our board of directors or our chief executive officer or president (in the absence of a chief executive officer), and only those matters set forth in the notice of the special meeting may be considered or acted upon at a special meeting of stockholders. Our articles of incorporation and bylaws also limit the business that may be conducted at an annual meeting of stockholders to those matters properly brought before the meeting.

 

 

Advance Notice Requirements

 

Our bylaws establish advance notice procedures with regard to stockholder proposals relating to the nomination of candidates for election as directors or new business to be brought before meetings of our stockholders. These procedures provide that notice of stockholder proposals must be timely given in writing to our corporate secretary prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary date of the annual meeting for the preceding year. Our bylaws specify the requirements as to form and content of all stockholders’ notices. These requirements may preclude stockholders from bringing matters before the stockholders at an annual or special meeting.

 

Amendment to Articles of incorporation or Bylaws

 

Any amendment of our articles of incorporation must first be approved by a majority of our board of directors, and if required by law or our articles of incorporation, must thereafter be approved by two-thirds of the then outstanding voting power of our capital stock entitled to vote thereon in the case of amendments relating to certain matters involving our board of directors, stockholder action by written consent in lieu of a meeting, special meetings of stockholders, amendments to our bylaws, and forum selection provisions, and a majority of the then outstanding voting power of our capital stock entitled to vote thereon in the case of other amendments. In addition, our bylaws may be amended or repealed by a majority vote of our board of directors or by the affirmative vote of two-thirds of the then outstanding voting power of our capital stock entitled to vote thereon.

 

Undesignated Preferred Stock

 

Our articles of incorporation provide for 5,000,000 authorized shares of preferred stock. The existence of authorized but unissued shares of preferred stock may enable our board of directors to discourage an attempt to obtain control of us by means of a merger, tender offer, proxy contest or otherwise. For example, if in the due exercise of its fiduciary obligations, our board of directors were to determine that a takeover proposal is not in the best interests of our stockholders, our board of directors could cause shares of preferred stock to be issued without stockholder approval in one or more private offerings or other transactions that might dilute the voting or other rights of the proposed acquirer or insurgent stockholder or stockholder group. In this regard, our articles of incorporation grants our board of directors broad power to establish the rights and preferences of authorized and unissued shares of preferred stock. The issuance of shares of preferred stock could decrease the amount of earnings and assets available for distribution to holders of shares of common stock. The issuance may also adversely affect the rights and powers, including voting rights, of these holders and may have the effect of delaying, deterring or preventing a change in control of us.

 

Choice of Forum

 

Our amended and restated articles of incorporation provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the United States District Court for the District of Delaware) will be the sole and exclusive forum for: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our stockholders; (3) any action asserting a claim against us arising pursuant to any provision of the General Corporation Law of the State of Delaware or our certificate of incorporation or bylaws; (4) any action to interpret, apply, enforce or determine the validity of our certificate of incorporation or bylaws; or (5) any action asserting a claim governed by the internal affairs doctrine. In addition, our amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. This provision does not apply to claims under the Exchange Act. Our amended and restated articles of incorporation also provides that any person or entity purchasing or otherwise acquiring any interest in shares of our capital stock will be deemed to have notice of and to have consented to these choice of forum provisions. It is possible that a court of law could rule that the choice of forum provisions contained in our amended and restated articles of incorporation are inapplicable or unenforceable if they are challenged in a proceeding or otherwise. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law and the Securities Act for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers.

 

 

SELLING STOCKHOLDER

 

On August 3, 2023, we entered into a sponsorship and support agreement (the “Sponsorship and Support Agreement”) with KP River Birch LLC (“KPRB”) relating to certain brand ambassador services. Pursuant to the Sponsorship and Support Agreement, we issued to KPRB, among other consideration, restricted stock units relating to 100,000 shares of the Company’s common stock, vesting quarterly over four quarters, and a stock option to purchase up to 300,000 shares at a price of $1.00 per share, which stock option expires ten years from the grant date. The shares of common stock underlying such awards were registered for resale pursuant to our registration statement on Form S-3 (File No. 333-276235), which was declared effective by the SEC on December 29, 2023. In addition, we agreed to issue to KPRB or its designee up to an additional 600,000 shares of our common stock during the term of the Sponsorship and Support Agreement. Such 600,000 shares of common stock have been and will be issued in equal tranches of 100,000 shares of common stock on the respective dates in which the Company's stock price reaches each of the following thresholds for a volume-weighted period of 10 consecutive days or more than 15 non-consecutive days within any 30-day period. The first tranche was issued on March 27, 2024, upon the stock price of the common stock reaching the $2.00 threshold, the second tranche was issued on June 14, 2024, upon the stock price of the common stock reaching the $3.00 threshold, and the third tranche was issued on July 1, 2024, upon the stock price of the common stock reaching the $4.00 threshold. Pursuant to the Sponsorship and Support Agreement, an aggregate of 300,000 additional shares of common stock are issuable in three tranches of 100,000 shares of common stock upon the achievement of $5.00, $6.00, and $7.00 stock price thresholds. The Company's delivery requirement for the remaining shares of common stock is structured such that the securities may be issuable upon the achievement of the foregoing stock price thresholds, irrespective of any further performance on the part of KPRB. Such shares of common stock  are being registered for resale hereunder.

 

Such shares of common stock were and will be sold in private placements exempt from the registration requirements of the Securities Act in reliance on the exemptions set forth in Section 4(a)(2) of the Securities Act, on the basis that the sale of the securities does not involve a public offering and is made without general solicitation or general advertising.

 

As used in this prospectus, the term “selling stockholder” includes the selling stockholder set forth below and any donees, pledgees, transferees or other successors-in-interest selling shares of common stock received after the date of this prospectus from the selling stockholders as a gift, pledge, or other non-sale related transfer.

 

The selling stockholder identified in the table below may from time to time offer and sell under this prospectus any or all of the shares of common stock listed under the column “Number of Shares Being Offered” in the table below. The table below and footnote disclosure following the table sets forth the name of the selling stockholder and the number of shares of our common stock beneficially owned by the selling stockholder prior to and after this offering. The table below has been prepared based upon information furnished to us by the selling stockholder, and the selling stockholder may have sold, transferred or otherwise disposed of some or all of its shares since providing such information to us. Information concerning the selling stockholder may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly and as required.

 

The number of shares beneficially owned by the selling stockholder is determined under rules issued by the SEC. Under these rules, beneficial ownership includes any shares as to which the selling stockholder has sole or shared voting power or investment power. Percentage ownership is based on 10,244,457 shares of our common stock outstanding as of July 24 , 2024. In computing the number of shares beneficially owned by the selling stockholder and the percentage ownership of that person, shares of common stock subject to options or other rights held by such person that are currently exercisable or will become exercisable within 60 days of July 24 , 2024 are considered outstanding.

 

We have assumed that all shares of our common stock reflected in the table as being offered will be sold from time to time by the selling stockholder. The selling stockholder may offer some, all or none of its shares of our common stock.

 

We believe that the selling stockholder in the table below has sole voting and investment power with respect to the voting securities beneficially owned by it.

 

 

​	​	​	​	​	​	​	​	​	​	​
​	​	Shares Beneficially Owned			​	​	​	Shares Beneficially Owned
​	​	Prior to the Offering			​	Number of Shares	​	After the Offering
Name of Selling Stockholder	​	Number of Shares		Percentage		Being Offered		Number of Shares		Percentage
KP River Birch LLC		613,357	​	5.94%	​	600,000 (1)	​	0 (2)	​	-

	(1)	Includes shares that may be sold by the selling stockholder under this prospectus that are not currently beneficially owned by selling stockholder due to issuance conditions. The resale registration statement of which this prospectus forms a part is registering for resale 600,000 shares of common stock consisting of (i) up to 300,000 shares of common stock granted by us to the selling stockholder and (ii) up to an additional 300,000 shares of common stock that we have agreed to issue to the selling stockholder upon the Company’s stock price reaching certain pre-defined thresholds between $ 5.00 and $7.00 per share.
	(2)	Assumes that all shares of common stock being registered under the resale registration statement of which this prospectus forms a part are sold in this offering, and that such selling stockholder does not acquire additional shares of common stock after the date of this prospectus and prior to completion of this offering, other than through the issuance of common stock as described in footnote (1) above.

 

 

PLAN OF DISTRIBUTION

 

The selling stockholder, which term includes its transferees, pledgees or donees or its successors-in-interest, may sell the shares being offered from time to time in one or more transactions:

 

●

on the NYSE American or otherwise;

 

●

in ordinary brokers’ transactions, which may include long or short sales;

 

●

in transactions involving cross or block trades or otherwise in the over-the-counter market;

 

●

through broker-dealers, who may act as agents or principals;

 

●

in “at the market” offerings to or through market makers into an existing market for the shares;

 

●

in other ways not involving market makers or established markets, including direct sales to purchasers in negotiated transactions;

 

●

through a bidding or auction process;

 

●

through one or more underwriters on a firm commitment or best efforts basis;

 

●

through the writing of options, swaps or other derivatives, whether listed on an exchange or otherwise; or

 

●

through a combination of such methods of sale or by any other legally available means.

 

In addition, subject to compliance with applicable law, the selling stockholder may enter into option, derivative or hedging transactions with broker-dealers who may engage in short sales of common stock in the course of hedging the positions they assume with the selling stockholder, and any related offers or sales of shares may be made under this prospectus. In some circumstances, for example, the selling stockholder may write call options, put options or other derivative instruments with respect to the shares, which the selling stockholder settles through delivery of the shares. These option, derivative and hedging transactions may require the delivery to a broker, dealer or other financial institution of shares offered under this prospectus, and that broker, dealer or other financial institution may resell those shares under this prospectus.

 

The selling stockholder may sell the shares at market prices prevailing at the time of sale, at prices related to those market prices, at negotiated prices or at fixed prices, which may be changed from time to time. The selling stockholder also may sell the shares pursuant to Rule 144 or other available exemptions adopted under the Securities Act. The selling stockholder may effect transactions by selling shares directly to purchasers or to or through broker-dealers. The broker-dealers may act as agents or principals. Broker-dealers, underwriters or agents may receive compensation in the form of discounts, concessions or commissions from the selling stockholder or the purchasers of the shares, or both. The compensation of any particular broker-dealer, underwriter or agent may be in excess of customary commissions.

 

The selling stockholder and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of Section 2(a)(11) of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. If the selling stockholder or any broker-dealer that participates with the selling stockholder in the distribution of shares is deemed to be an “underwriter” within the meaning of the Securities Act, the selling stockholder and such broker-dealer may be subject to the prospectus delivery requirements of the Securities Act.

 

 

The selling stockholder may donate, pledge or otherwise transfer its shares in a non-sale related transaction to any person so long as the transfer complies with applicable securities laws. As a result, donees, pledgees, transferees and other successors in interest that receive such shares as a gift, distribution or other non-sale related transfer may offer shares of common stock under this prospectus.

 

The selling stockholder has advised us that it has not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of its securities. There is no underwriter or coordinating broker acting in connection with the proposed sale of shares by the selling stockholder.

 

The shares will be sold through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states the shares may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.

 

Under applicable rules and regulations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), any person engaged in the distribution of the shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution. In addition, the selling stockholder will be subject to applicable provisions of the Exchange Act and the associated rules and regulations under the Exchange Act, including Regulation M, which provisions may limit the timing of purchases and sales of shares of our common stock by the selling stockholder. Certain persons participating in an offering may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation M under the Exchange Act that stabilize, maintain or otherwise affect the price of the offered securities. If any such activities may occur, they will be described in an applicable prospectus supplement or a document incorporated by reference to the extent required. We will make copies of this prospectus available to the selling stockholder and have informed the selling stockholder that if it is deemed to be an underwriter, the selling stockholder will need to deliver copies of this prospectus to purchasers at or prior to the time of any sale of the shares.

 

We will receive no proceeds from the sale of shares by selling stockholder pursuant to this prospectus. We will bear all costs, expenses and fees in connection with the registration of the shares, except that the selling stockholder will bear all commissions and discounts, if any, attributable to the sales of the shares. We will indemnify the selling stockholder, and the selling stockholder will indemnify us, and may agree to indemnify any underwriter, broker-dealer or agent that participates in transactions involving sales of the shares, against certain liabilities, including liabilities arising under the Securities Act.

 

Upon notification to us by the selling stockholder that any material arrangement has been entered into with a broker-dealer or other agent for the sale or purchase of shares, including through a block trade, special offering, exchange distribution, secondary distribution, or purchase by a broker or dealer, we will file a supplement to this prospectus, if required, disclosing:

 

●

the name of the participating broker-dealers;

 

●

the number of shares involved;

 

●

the price at which such shares were sold;

 

●

the commissions paid or discounts or concessions allowed to such broker-dealers, where applicable;

 

●

that such broker-dealers did not conduct any investigation to verify the information set out or incorporated by reference in this prospectus; and

 

●

other facts material to the transaction.

 

A prospectus supplement or document incorporated by reference may be filed to disclose additional information with respect to any sale or other distribution of the shares.

 

 

LEGAL MATTERS

 

The validity of the securities offered by this prospectus has been passed upon for us by Haynes and Boone, LLP, Dallas, Texas.

 

EXPERTS

 

The consolidated financial statements of Laird Superfood Inc. (the “Company”) incorporated in this prospectus by reference from the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, have been audited by Moss Adams LLP, an independent registered public accounting firm, as stated in their report. Such consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

 

 

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 14.         Other Expenses of Issuance and Distribution.

 

The following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with the securities being registered hereby.

 

SEC registration fee		$	363.10
Legal fees and expenses			10,000
Accounting fees and expenses			7,500
Miscellaneous fees and expenses			*
Total Expenses		$	17,863.10

 

* These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.

 

Item 15.         Indemnification of Directors and Officers.

 

The Company shall indemnify and hold harmless, to the fullest extent permitted by the NRS as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or non-profit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with any such Proceeding.

 

Except as provided in the previous paragraph, the Company shall be required to indemnify a person in connection with a Proceeding (or part thereof) commenced by such person only if the commencement of such Proceeding (or part thereof) by such person was authorized in the specific case by the board of directors.

 

Our bylaws and articles of incorporation provide for indemnification of our directors and officers and for advancement of litigation expenses to the fullest extent permitted by current Nevada law. In addition, the Company has entered into an indemnification agreement with each director and officer that provides for indemnification and advancement of litigation expenses to fullest extent permitted by the NRS.

 

We maintain a policy of directors and officers liability insurance which reimburses us for expenses which we may incur in connection with the foregoing indemnity provisions and which may provide direct indemnification to directors and officers where we are unable to do so.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the above, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

 

Item 16.         Exhibits.

 

Incorporated by Reference

Exhibit Number

Description

Form

File No.

Exhibit

Filing Date

Filed / Furnished Herewith

3.1

Articles of Incorporation of Laird Superfood, Inc.

8-K

001-39537

3.1

1/2/2024

3.2

Bylaws of Laird Superfood, Inc.

8-K

001-39537

3.2

1/2/2024

4.1

Form of Stock Certificate for Common Stock.

10-K

001-39537

4.1

3/13/2024

5.1 *

Opinion of Haynes and Boone, LLP.

23.1 *

Consent of Haynes and Boone, LLP (included in Exhibit 5.1).

23.2 *

Consent of Moss Adams LLP.

24.1 *

Power of Attorney

99.1**

Sponsorship and Support Agreement by and between Laird Superfood, Inc. and KP River Birch, LLC., originally dated August 3, 2023, as amended by a first amendment dated August 14, 2023

X

107 *

Filing Fee Table.

 

* Previously filed. 

 

** Certain schedules and exhibits contained in the Sponsorship and Support Agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Consistent with Item 601(b)(10)(iv) of Regulation S-K, certain information contained in the Sponsorship and Support Agreement has been excluded from this exhibit because such information is both not material and is the type that the registrant treats as confidential. 

 

Item 17.         Undertakings.

 

(a)         The undersigned registrant hereby undertakes:

 

(1)         To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)         To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)         To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Filing Fee” table in the effective registration statement; and

 

(iii)         To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

 

provided, however, that subparagraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those subparagraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

 

 

(2)         That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)         To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)         That, for the purpose of determining liability under the Securities Act to any purchaser:

 

(i)         Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

 

(ii)         Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

 

(b)         The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Exchange Act), that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(c)         Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boulder, State of Colorado, on the 25 th day of July , 2024.

 

 

		Laird Superfood, Inc.
Date: July 25 , 2024	By:	/s/ Anya Hamill
		Anya Hamill
		Chief Financial Officer (Principal Financial and Accounting Officer)

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature		Title		Date
/s/ Jason Vieth		Chief Executive Officer and Director (Principal Executive Officer)		July 25 , 2024
Jason Vieth
/s/ Anya Hamill		Chief Financial Officer  (Principal Financial and Accounting Officer)		July 25 , 2024
Anya Hamill
*		Director and Chairman		July 25 , 2024
Geoffrey T. Barker
*		Director		July 25 , 2024
Patrick Gaston
*		Director		July 25 , 2024
Gregory B. Graves
*		Director		July 25 , 2024
Laird Hamilton
*		Director		July 25 , 2024
Maile Naylor
*		Director		July 25 , 2024
Grant LaMontagne
*By: /s/ Anya Hamill
Anya Hamill
Attorney-in-Fact

Exhibit 99.1

 

CERTAIN INFORMATION CONTAINED IN THIS DOCUMENT, MARKED AT THE APPROPRIATE PLACE WITH FIVE ASTERISKS [*****], HAS BEEN EXCLUDED FROM THIS EXHIBIT CONSISTENT WITH REGULATION S-K, ITEM 601(B)(10)(IV) BECAUSE SUCH INFORMATION IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS CONFIDENTIAL.

 

SPONSORSHIP AND SUPPORT AGREEMENT

(as amended August 14, 2023)

 

This Sponsorship and Support Agreement (the “Agreement”) is made by and between Laird Superfood, Inc. (“LSF”), and KP River Birch LLC (“Company”) f/s/o [*****] an individual p/k/a Shawn Ryan (hereinafter “Ryan”) and host of the audio/video program entitled The Shawn Ryan Show (“TSRS”), effective as of August 14, 2023 (the “Effective Date”).

 

WHEREAS, LSF wishes to engage Company, and Company wishes to be retained, to cause Ryan and TSRS to perform the services detailed in this Agreement and the attachments hereto, to promote LSF and its products.

 

NOW, THEREFORE, the parties hereby agree as follows:

 

1.    Services. Company agrees to cause Ryan and TSRS to perform the services specified in Exhibit A (collectively, the “Services”). The Services include Ryan’s and/or TSRS’s blogging and/or posting of posts, tweets, text, photographs, videos, music, audio/sound recordings, artwork and/or other material or information (collectively, the “Content”) to certain websites, forums, webpages, social media pages and/or other word-of-mouth channels or media as set forth in Exhibit A (collectively, the “Channels”).

 

2.    Compensation. In full consideration of Ryan and TSRS’s performance of the Services and the rights granted herein, Company shall receive the cash and equity compensation specified in Exhibit B. Company shall cause Ryan and TSRS to perform the Services at its own expense and using its own resources and equipment, unless otherwise specified herein. Company acknowledges that the compensation set forth in Exhibit B represents Company’s entire compensation with respect to this Agreement and LSF shall have no other obligation for any other compensation to or expenses or costs incurred by Company, Ryan, or TSRS in connection with the performance of the obligations under this Agreement.

 

3.    Intellectual Property Rights.

 

(a)    Grant of Rights. Company agrees to cause Ryan and/or TSRS to post the Content in accordance with the dates and times set forth in Exhibit A, and hereby grants LSF a worldwide, irrevocable, fully paid-up, and royalty-free right and license to use, reproduce, repost, adapt, publish, translate, distribute, transmit, share or display the Content, including Ryan’s name, nickname, blog name, user handle, photo, image and/or other likeness in connection with such Content (collectively, “Ryan’s Likeness”), during the Term and for a period of 180 days thereafter, on LSF’s owned and operated websites, e-mail newsletters, press materials and social media channels and platforms, including, but not limited to, Facebook, Instagram, Twitter, Snapchat, Tumblr, YouTube, Pinterest, and TikTok. Company further agrees that LSF shall have the right, during the Term, to “whitelist” and/or boost the Content on its social media platforms and to amplify and promote the Content via paid media, including via sponsored/promoted/paid posts, and Company hereby agrees to provide LSF with any applicable permissions that it needs to do so in accordance with this section 3(a).

 

(b)    No Obligation To Takedown. Company understands and agrees that (i) LSF is under no obligation to remove any Content or links that appear in their original form, including from LSF’s social media channels or platforms, after the Term; and (ii) in addition to subsection (i), LSF shall retain the right to display and use such Content (and Ryan’s Likeness included therein) after the Term, solely for internal and archival purposes.

 

 

(c)    Reporting. Company shall cause Ryan and/or TSRS to provide social media analytics for all Content to confirm follower details, impressions, reach, and engagement no later than one week after Content is posted or when readily accessible based on commercially-reasonable availability of said analytics.

 

(d)    Fake Followers. Company agrees that Ryan and/or TSRS will not willfully and directly (i) use any script, programmed, mechanical, click fraud, botnets, impression ladder-ups, robotic, macro, automatic, programmed or other automated means to increase Post/Content or Ryan and/or TSRS engagement, likes, views, impressions, followers, or other performance metrics (“Engagement Metrics”), (ii)pay or otherwise engage a third party to affect Engagement Metrics, or (iii) collaborate with other individuals or groups to affect Engagement Metrics, utilizing paid media amplification without LSF’s prior written consent.

 

(e)    LSF’s IP. LSF shall own and retain all right, title and interest in and to any characters/personas created by LSF, as well as any trademarks, trade names, service marks, logos, artwork, designs, copy or other intellectual property owned by LSF (collectively, “LSF IP”). In connection with creation of the Content, LSF may provide Company, Ryan, and TSRS with a limited license to use LSF IP solely in connection with the performance of Company’s Services herein. Company, Ryan, or TSRS shall have no interest in or right to the use any LSF IP except for any limited right of usage in connection with the Program solely in accordance with this Agreement. Without limiting the foregoing, Company, Ryan, or TSRS shall not claim any right in or attempt to challenge the validity of any of the LSF IP.

 

4.    Content Guidelines/Code. Company agrees that by participating in the Program, Ryan and/or TSRS will not submit or post any Content to any Channels that are not compliant with the following Content Guidelines/Code:

●

Violates or infringes any rights of any other party, including but not limited to copyright, trademark or any other intellectual property rights.

 

●

Contains material that is inappropriate, indecent, obscene hateful, tortious, defamatory, slanderous or libelous.

 

●

Contains material that is unlawful, in violation of or contrary to the laws or regulations of the United States or of any jurisdiction where Content is created.

 

●

Contains information known by Company, Ryan or TSRS to be false, inaccurate or misleading.

 

●

Contains content that is, or may reasonably be considered to be, hate speech, or promotes bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on race, gender, religion, nationality, disability, sexual orientation or age.

 

●

Disparages LSF; and/or

 

●

Contains material not consistent with the image and values of LSF.

 

 

5.    Representations and Warranties.

 

(a)    Company represents and warrants to LSF that: (i) Company has the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform, or cause to be performed, the obligations hereunder without violating the rights of any third party; (ii) the Content is wholly original, and that the use, performance, distribution, editing or copying of the Content in accordance with this Agreement will not infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights or violate the right of privacy, publicity or other rights of any third party, nor has any claim of such infringement or violation been threatened or asserted against Company, Ryan or TSRS and none of Company, Ryan or TSRS have previously granted any rights, assigned, or pledged the Content to any third party and will not do any of the foregoing with respect to such Content; (iii) the Content, and Company, Ryan, and TSRS’s performance of the Services and all of its other obligations under this Agreement, will comply with LSF’s Influencer Policy, a copy of which is attached hereto as Exhibit C, and all other terms and conditions of this Agreement; (iv) Company will cause Ryan and/or TSRS to comply with any Internet platforms’ terms of use and policies when posting Content on such third party Internet platforms; (v) Company, Ryan and TSRS will not commit and have not committed any act which brings LSF into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which LSF’s advertising and publicity materials are directed, or which might tend to injure the success of LSF or any of LSF’s products or services or reduce the commercial value of LSF’s association with Company, Ryan or TSRS, including, without limitation, disparaging LSF, its products or services, or its competitors; (vi) Company, Ryan and TSRS will not violate any applicable federal, state and local laws and regulations in providing the Services hereunder, including, without limitation, any applicable, sweepstakes, contest or promotion laws, the FTC’s Endorsements Guides, the FTC Native Advertising Guidelines (as defined below), or the laws, rules and regulations of the Securities and Exchange Commission related to LSF stock; (vii) Company, Ryan and TSRS will perform the Services in a professional manner consistent with industry standards; (viii) Company, Ryan and TSRS have no agreements or other commitments which would interfere with their obligations hereunder, and (ix) Ryan is a U.S. citizen or is authorized to work in the U.S. In no event will LSF’s approval of any Content or activities relieve Company, Ryan or TSRS of their responsibilities under this section.

 

(b)    LSF represents and warrants to Company that: (i) LSF has the full right, power and authority to enter into this Agreement, grant the rights granted herein, and fully perform, or cause to be performed, the obligations hereunder without violating the rights of any third party; (ii) LSF’s IP provided to Company, Ryan, or TSRS is wholly original, and that the use, performance, distribution, editing or copying of LSF’s IP in accordance with this Agreement will not infringe any patents, copyrights, trademarks, trade secrets or other intellectual property rights or violate the right of privacy, publicity or other rights of any third party, nor has any claim of such infringement or violation been threatened or asserted against LSF; (iii) LSF will not commit and has not committed any act which brings Company, Ryan, or TSRS into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which Company, Ryan, or TSRS’s advertising and publicity materials are directed, or which might tend to injure the success of Company, Ryan, or TSRS or any of Company, Ryan, or TSRS’s advertisers or reduce the commercial value of Company, Ryan, or TSRS’s association with LSF, including, without limitation, disparaging Company, Ryan, or TSRS; (iv) LSF will not violate any applicable federal, state and local laws and regulations, including, without limitation, the laws, rules and regulations of the Securities and Exchange Commission related to LSF stock; (v) LSF has no agreements or other commitments which would interfere with LSF’s obligations hereunder, and (ix) LSF is a publicy-traded company in good standing with the Securities and Exchange Commission. In no event will Company, Ryan, or TSRS’s posting of any Content relieve LSF of its responsibilities under this section.

 

(c)    Company represents and warrants that Company, Ryan, and/or TSRS will comply with all applicable laws, rules and regulations in its performance of Services under this Agreement, including, but not limited to, the Federal Trade Commission’s “Guides Concerning the Use of Endorsements and Testimonials” http://www.ftc.gov/os/2009/10/091005revisedendorsementguides.pdf (“FTC Endorsement Guides”) and the FTC’s Native Advertising Guidelines https://www.ftc.gov/tips-advice/business-center/guidance/native-advertising-guide-businesses (“FTC Native Advertising Guidelines”). In accordance with the FTC Endorsement Guides, Ryan hereby agrees not to speak about or refer to LSF or LSF’s products or services, directly or indirectly, without disclosing that LSF paid for the Ryans’ Services, including, but not limited to when blogging or speaking about LSF or LSF’s Products on Ryan’s personal blog or social media sites (e.g., Facebook, Twitter, Instagram etc.) or if asked to speak in an editorial or expert capacity (including though live appearances or through any media) in any situation in which it is not obvious that the Ryan is acting on behalf of LSF. Ryan’s statements will reflect Ryan’s honest views and personal experiences with the LSF and/or its product(s) and service(s). In addition, pursuant to guidance from the Securities and Exchange Commission, Company, Ryan and TSRA must disclose the amount of all monetary compensation and the type and amount of all securities of LSF received from LSF or promised to Company from LSF when promoting LSF as a potential investment opportunity. The form of any such disclosure shall be mutually agreed by the LSF and Company but, at a minimum, will appear clearly and conspicuously and in close proximity to any statements Ryan and/or TSRS makes about LSF. In no event will LSF’s approval of any Content or activities relieve Company, Ryan or TSRS of their responsibilities under this section.

 

 

6.    Indemnification.

 

Company agrees to defend, indemnify and hold harmless LSF and its officers, directors, employees, business partners and agents (collectively, “LSF Entities”), from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) Company’s breach of this Agreement and/or any of its representations and/or warranties included herein; (b) Company’s negligence or willful misconduct; (c) any unauthorized use, misappropriation, or direct or indirect infringement of any third party’s patent, copyright, trademark, trade secret or other proprietary right by Company’s Services or the Content and/or (d) any other acts or omissions by Company in connection with the Agreement. The indemnified party may, at its election, assume the defense, settlement, or other resolution of such claim with counsel of its own choosing at Company’s expense.

 

LSF agrees to defend, indemnify and hold harmless Company, Ryan, and TSRS from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from (a) any information or materials provided by LSF to Company, Ryan or TSRS for use, when used as authorized and without modification and (b) LSF’s material breach of this Agreement.

 

7.    Release. Company hereby agrees, for himself, his executors and administrators, to release, waive, discharge, absolve, agree to hold harmless and covenant not to sue LSF Entities from and against any and all claims, suits, actions, demands, liabilities and damages of any kind whatsoever, including any claim due to distortion, optical illusion or faulty reproduction, arising out of or in connection with the use of such Content by LSF, including, without limitation, any and all claims for copyright infringement, invasion of privacy, violation of the right of publicity or of moral rights, and/or defamation. Without limitation of the foregoing, in no event will Company be entitled to, and Company waives any right to, enjoin, restrain, or interfere with use of that Content or the exploitation of any of LSF’s rights as provided herein.

 

8.    Relationship of Parties. Company’s relationship with LSF is that of an independent contractor, and nothing in this Agreement is intended to, or should be construed to, create a partnership, joint venture or employment relationship. Company and Ryan will not be entitled to any of the benefits that LSF may make available to its employees. Company, Ryan and TSRS are not authorized to make any representation, contract, or commitment on behalf of LSF unless specifically requested or authorized in writing to do so by an authorized officer of LSF. Company is solely responsible for, and will file, on a timely basis, all commissions, payments to third parties or tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of the Services and receipt of fees under this Agreement.

 

9.    Confidential Information. Company acknowledges that Company may be provided with proprietary and confidential information that belongs to LSF, including information about contracts, costs, profits, markets, equipment, customers, relationships, sales, products, key personnel, pricing policies, operational methods, technical processes, marketing and advertising strategies, promotional materials, and other business affairs and methods, plans for future developments and other information not readily available to the public including the Terms of this Agreement (collectively, “Confidential Information”). Company agrees: (i) to keep secret all Confidential Information and not disclose such matters to anyone other than LSF or Company’s business and/or legal representatives on a need to know basis, except with LSF’s prior written consent; (ii) to refrain from making use of any of such Confidential Information for Company’s own purposes or the benefit of anyone other than LSF; (iii) use all commercially practicable efforts to safeguard the secrecy and confidentiality of the Confidential Information, and (iv) to deliver promptly to LSF at any time that LSF may so request, all Confidential Information (and all copies thereof) that is within Company’s custody or control. The above nondisclosure obligations shall not apply to information that now or in the future becomes available to the public, through no fault of Company. In the event Company does breach the nondisclosure obligations set forth in this Agreement, and without prejudice to any other remedies that may be available to LSF in law or equity, Company shall forfeit all rights to all fees and expenses that may have been paid to Company or which may otherwise be due to Company prior to the date of such breach.

 

 

10.    Injunctive Relief: Company acknowledges that the breach of the covenants contained in this Agreement may lead to irreparable harm to LSF that would be inadequately compensated by money damages. Accordingly, Company agrees that, in addition to any other legal remedies that may be available, temporary, and permanent injunctive relief against the threatened breach of the undertakings contained in this Agreement.

 

11.    Term and Termination

 

(a)    Term. This Agreement will have a term of one (1) year from the Effective Date set forth above (the “Initial Term”). LSF shall have the option of renewing this Agreement for successive one (1) year terms (each collectively with the Initial Term, the “Term”). Expiration of the Term of this Agreement shall not terminate outstanding SOWs validly entered into during the term of the Agreement.

 

(b)    Termination. Either party may terminate this Agreement immediately in the event of a material breach by the other party, which breach remains uncured for a period of fifteen (15) days after notice of such breach is delivered to the breaching party. Further, in the event that Company fails, neglects or refuses to perform any of the obligations to be performed by Company hereunder, or if Company, Ryan or TSRS commits any act which brings LSF or LSF’s product into public disrepute, contempt, scandal, or ridicule, or which insults or offends the general community to which LSF’s advertising materials are directed, or which might tend to injure the success of LSF or any of LSF’s products or services, then at the time of any such act or at any time after LSF learns of any such act, LSF shall have the right to immediately terminate this Agreement by written notice to Company to that effect. For clarity, Company’s failure to make disclosures in the manner set forth in the FTC Endorsement Guides or Exhibit C and/or as instructed by LSF shall be deemed a material breach of this Agreement. Similarly, If LSF decides to move in a direction presenting the company in a way that severely harms Company, Ryan, or TSRS, then Company shall have the right to immediately terminate this Agreement by written notice to LSF to that effect. In the event of an early termination of this contract for any reason except for termination by LSF pursuant to this Section 11(b), all earned compensation (as defined by various triggers, as set forth in Exhibit B), including cash and equity components, will be considered as fully vested as per the outlined schedule and owned by Company.

 

(c)    Survival. The rights and obligations contained in Sections 3 (“Intellectual Property Rights”), 5-7 (“Representations and Warranties; Indemnity; Release”), 9 (“Confidential Information”), 10 (“Injunctive Relief”), 11(c) (“Survival”), and 13 (“Miscellaneous”) will survive any termination or expiration of this Agreement.

 

12.    Force Majeure If at any time during this agreement Company is prevented from or hampered or interrupted or interfered with in any manner whatsoever in performing its duties hereunder (in whole or in part) or if Company in its reasonable discretion feels it is unsafe or unadvisable to perform any of its duties hereunder (in whole or in part), by reason of any present or future statute, law, ordinance, regulation, order, judgment or decree, whether legislative, executive or judicial (whether or not valid), act of God, earthquake, fire, flood, viral epidemic or pandemic (or threat thereof) or other widespread illness, government requisitions or regulations on travel, quarantine, accident, explosion, casualty, lockout, boycott, strike, labor controversy (including but not limited to threat of lockout, boycott or strike), riot, civil disturbance, war or armed conflict (whether or not there has been an official declaration of war or official statement as to the existence of a state of war), invasion, occupation, intervention of military forces, act of public enemy, embargo, delay of a common carrier, inability without default on LSF’s part to obtain sufficient material, labor, transportation, power or other essential commodity required in the conduct of its business; or by reason of any cause beyond Company’s reasonable control (each of the foregoing being herein referred to as an “event of force majeure”), such non-performance shall be excused and not be deemed to be a breach of this Agreement. In the case of such an event of force majeure, the parties agree to negotiate in good faith to (a) reschedule the impacted portion(s) of the Services for a mutually agreed upon time and date, or (b) agree on replacement “make good” services for the impacted portion(s) of the Services. If after such good faith negotiations, the parties are unable to agree on a rescheduled date or make good services, then it is understood and agreed that either party may cancel the impacted portion(s) of the Services and there shall be no claim for damages by either party. LSF shall pay to Company a pro rate portion of the Fee for Company’s services actually performed.

 

 

13.    Miscellaneous

 

This Agreement shall be governed by and interpreted in all respects in accordance with the substantive laws of the State of Colorado without regard to its choice of law provisions. Company agrees that any disputes directly or indirectly arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts in and for Boulder, Colorado. Company hereby irrevocably consents to such venue and to the exclusive jurisdiction of any such court over any such dispute. If any provision of this Agreement is determined to be invalid by a court of competent jurisdiction, such determination shall in no way affect the validity or enforceability of any other provision herein. LSF may assign this Agreement without Company’s written consent. This Agreement along with the Exhibits set forth the entire agreement of the parties with respect to the subject matter hereof, may not be changed except by an instrument in writing signed by both parties and supersedes any and all prior agreements between the parties. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall be construed as a single instrument. This Agreement may be executed by facsimile or other electronic transmissions, and signatures on any facsimile or electronic transmission copy hereof shall be deemed authorized original signatures.

 

Any notices to be given hereunder by either party to the other may be made either by personal delivery, by overnight courier with signature proof of delivery, or by registered or certified mail, postage prepaid with return receipt requested. Notices shall be addressed to the parties at the following addresses:

 

LSF:

Laird Superfood

ATTN: General Counsel

5303 Spine Road, Suite 204

Boulder, CO 80301

 

Company:

KP River Birch LLC

c/o Shackelford, Bowen, McKinley & Norton LLP

Attn: Christian Barker, Esq.

[*****]

 

Each party may change the above address by written notice in accordance with this paragraph. Notices shall be deemed communicated as of the date of actual receipt.

 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

 

KP RIVER BIRCH LLC	LAIRD SUPERFOOD
By: [*****]	By: /s/ Steve Richie
Title: [*****]	Title: General Counsel and Secretary
Print Name: [*****]	Print Name: Steve Richie
Date: 8/1/2023	Date: 8/3/2023

 

 

 

 

 

 

 

 

 

INDUCEMENT & GUARANTEE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A

 

SERVICES/CONTENT/LICENSE PERIOD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT B

 

CASH COMPENSATION

 

[*****]

 

EQUITY COMPENSATION

 

Upon the effectiveness of this Agreement, LSF will grant Company:

 

- 100,000 LSF RSU’s

- 300,000 LSF stock options with (a) a strike price set at the lesser of the closing stock price at market close the day prior to the effective date of this agreement, or $1.00, and (b) a ten year expiration. It is the parties’ expectation that these stock options can and will be exercised by a cashless same-day-sale process and LSF is not aware of any reason such process will not be available.

[*****]During the term of this Agreement, including any renewals or extension, Company will receive an additional 100,000 LSF RSUs when the LSF stock price reaches the following thresholds for a volume-weighted period of 10 consecutive days or more than 15 non-consecutive days within any 30 day period: $2.00, $3.00, $4.00, $5.00, $6.00, and $7.00.

 

Equity Conditions:

 

- A registration statement will need to be filed with the SEC for all equity awards issued, covering the resale by Company or his permitted assigns of the shares underlying the equity awards. The timing, terms and conditions for such awards to be determined with the assistance of outside securities counsel.

- The signing bonus shares will be issued as restricted stock units that will vest 25% per quarter. In the event LSF terminates this Agreement pursuant to Section 11(b) during the first year, unvested RSUs will be forfeited.

[*****]

 

 

 

 

SCHEDULE 1 TO

 

EXHIBIT B

 

Representation Letter

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SCHEDULE 2 TO
EXHIBIT B
LETTER OF DIRECTION

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT C

 

LSF’s Influencer Policy

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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