8-K
Laird Superfood, Inc. (LSF)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2021
Laird Superfood, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-39537 | 81-1589788 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>Identification No.) |
| 275 W. Lundgren Mill Drive, Sisters, Oregon | 97759 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (888) 670-6796
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>symbol | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock | LSF | NYSE American |
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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On September 24, 2021, the Board of Directors (the “Board”) of Laird Superfood, Inc. (the “Company”) elected Patrick Gaston as an independent director of the Company, and also appointed Mr. Gaston as chair of the Compensation Committee of the Board.
Mr. Gaston will be compensated for his service on the Board in accordance with the Company’s compensatory and other arrangements for non-employee directors, which are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2021. Mr. Gaston was awarded 1,718 restricted stock units upon joining the Board, which restricted stock units will vest on the first anniversary of the grant date.
Also on September 24, 2021, Jim Buechler notified the Company of his decision to resign from the Board, effective immediately. Mr. Buechler’s resignation was not in connection with any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 7.01 | Regulation FD Disclosure. |
|---|
On September 27, 2021, the Company issued a press release announcing the appointment of Mr. Gaston to the Board and the resignation of Mr. Buechler from the Board. The press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press release dated September 27, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| Date: September 28, 2021 | Laird Superfood, Inc. | |
|---|---|---|
| By: | /s/ Valerie Ells | |
| Name: | Valerie Ells | |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
Laird Superfood Names Patrick Gaston as Member of the Board of Directors
SISTERS, Oregon – September 27, 2021 – Laird Superfood, Inc. (NYSE American: LSF) (“Laird Superfood”, “we” and “our”), today announced the appointment of Patrick Gaston to the Company’s Board of Directors.
Mr. Gaston is the former Chairman of the Board of Directors of Bed Bath & Beyond, Inc. (NASDAQ: BBBY), a publicly traded company with annual revenue of approximately $10 billion and stores in the United States, Puerto Rico and Canada. In addition, he previously served as co-chair of Bed Bath & Beyond’s Compensation Committee and a member of the Audit Committee. Mr. Gaston is currently President and CEO of PG Consulting, a management consulting company that assists corporations and non-profits in building Corporate Social Responsibility (CSR), ESG strategies, strategic planning, private/public partnerships and philanthropic strategies.
Geoffrey Barker, Chairman of the Board of Directors, stated, “We’re pleased to welcome Patrick to Laird Superfood’s Board of Directors. He brings deep strategic knowledge and public company experience that will be particularly valuable as Laird Superfood continues to execute on its mission.”
Patrick Gaston commented, “Laird Superfood’s powerful brand and significant growth potential make this an exciting time to join the Board of Directors. I look forward to working closely with this talented team in the future.”
Simultaneously, Jim Buechler has elected to step down from the Board. As such, Mr. Gaston will serve as the Chair of the Compensation Committee, enabling a smooth transition. Mr. Barker and Maile Clark, chair of the Nominating and Governance Committee, stated, “We would like to thank Jim for his extraordinary support and service to the Board and Company.”
About Laird Superfood
Laird Superfood, Inc. creates award-winning, plant-based superfood products that are both delicious and functional. The Company’s products are designed to enhance your daily ritual and keep consumers fueled naturally throughout the day. The Company was co-founded in 2015 by the world’s most prolific big-wave surfer, Laird Hamilton. Laird Superfood’s offerings are environmentally conscientious, responsibly tested, and made with real ingredients. Shop all products online at lairdsuperfood.com and join the Laird Superfood community on social media for the latest news and daily doses of inspiration.
Contact
ICR
Reed Anderson
646-277-1260
Reed.Anderson@icrinc.com