Super Form 8-K/A true 0001650696 0001650696 2026-03-11 2026-03-11

 

 

 

FORM 8-K/A
Amendment No. 1

 

 

 

 

 

 

(Registrant’s telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

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

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ☐

 

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

 

 

 

As previously disclosed by Laird Superfood, Inc. (the “Company”) on March 12, 2026, the Company completed its previously announced acquisition (the “Navitas Acquisition”) of (i) all of the issued and outstanding units of Navitas LLC (“Navitas”) and (ii) all of the issued and outstanding capital stock of Global Superfoods Corp. (“GSC”). GSC is a holding company with no operations whose purpose is to hold units of Navitas. Concurrently with the closing of the Navitas Acquisition, the Company also completed the previously disclosed private placement, pursuant to which the Investor purchased an aggregate of 50,000 initial shares of Series A Preferred Stock at a purchase price of $1,000 per share for gross proceeds of $50.0 million (the “Financing”).

 

On March 12, 2026, the Company filed a Current Report on Form 8-K reporting the Navitas Acquisition, the Financing and related matters (the “Original Report”), which included disclosure under Item 2.01 of Form 8-K and related financial statements under Item 9.01 of Form 8-K. Accordingly, this Current Report on Form 8-K/A amends the Original Report to provide (i) the historical financial information of GSC required under Item 9.01(a) of Form 8-K and (ii) the pro forma financial information required under Item 9.01(b) of Form 8-K. Except as set forth herein, this Amendment No. 1 does not amend, modify or update the disclosure contained in the original Form 8-K (including the exhibits thereto).

 

 

 

The audited historical financial statements of GSC for the year ended December 31, 2025 and for the periods from May 24, 2024 to December 31, 2024 (as successor to Navitas) and January 1, 2024 to May 23, 2024 (Navitas as predecessor to GSC)  and the notes related thereto are filed as Exhibit 99.1 to this Amendment No. 1 and incorporated by reference herein.

 

 

The unaudited pro forma condensed combined financial information of the Company giving effect to the Navitas Acquisition and the Financing at and for the fiscal year ended December 31, 2025, and the notes related thereto, is filed as Exhibit 99.2 to this Amendment No. 1 and incorporated by reference herein.

 

The pro forma financial information has been presented for informational purposes only, as required by Form 8-K, and does not purport to represent the actual results of operations that the Company would have achieved had the Navitas Acquisition been consummated at and during the periods presented in the pro forma financial information, and is not intended to project the future results of operations that the Company may achieve following the Navitas Acquisition.

 

(d) Exhibits

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.