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 23, 2020

Laird Superfood, Inc.

(Exact name of registrant as specified in its charter)

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:

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.  ☐

On September 25, 2020, Laird Superfood, Inc. (the “Company”) issued 90,910 shares of its common stock to Danone Manifesto Ventures, PBC in a private placement following the closing of the initial public offering (the “IPO”) of shares of the Company’s common stock, for a total purchase price of $2,000,020. The shares were issued in reliance on the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended, on the basis that the transaction did not involve a public offering.

On September 23, 2020, each of Geoffrey T. Barker, Jim Buechler and Maile Clark joined the Company’s board of directors (the “Board”). Effective immediately before the closing of the IPO, the Board appointed (i) Mr. Barker as Chairman of the Board, and (ii) Mr. Buechler and Ms. Clark to each of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Mr. Buechler will serve as chairperson of the Compensation Committee, and Ms. Clark will serve as chairperson of the Nominating and Corporate Governance Committee.

The Board determined that each of Mr. Barker, Mr. Buechler and Ms. Clark qualifies as “independent” in accordance with the NYSE American listing standards. Each of Mr. Barker, Mr. Buechler and Ms. Clark received a restricted stock unit grant as described in the Registration Statement on Form S-1 (File No. 333-248513) under “Executive Compensation— Director Compensation” in connection with the IPO. None of Mr. Barker, Mr. Buechler or Ms. Clark is party to a transaction that requires disclosure pursuant to Item 404(a) of Regulation S-K involving the Company.

On September 25, 2020, the Company filed an amended and restated certificate of incorporation (the “Amended and Restated Certificate”) with the Secretary of State of the State of Delaware in connection with the closing of the IPO. The Company’s board of directors and shareholders previously approved the Amended and Restated Certificate to be effective in connection with the closing of the IPO.

The Amended and Restated Certificate amends and restates the Company’s certificate of incorporation in its entirety to, among other things:

The foregoing description of the amendments made by the Amended and Restated Certificate is qualified by reference to the Amended and Restated Certificate, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

On September 25, 2020, in connection with the closing of the IPO, amended and restated bylaws of the Company (the “Amended and Restated Bylaws”), previously approved by the Company’s board of directors to become effective upon the closing of the IPO, became effective. The Amended and Restated Bylaws amend and restate the Company’s bylaws in their entirety to, among other things: (i) establish procedures relating to the presentation of shareholder proposals at shareholder meetings; (ii) establish procedures relating to the nomination of directors; and (iii) conform to the amended provisions of the Amended and Restated Certificate.

The foregoing description of the amendments made in the Amended and Restated Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of which is attached hereto as Exhibit 3.2 and is incorporated herein by reference.

On September 25, 2020, the Company completed the IPO in which it sold 3,047,500 shares of its common stock at a price to the public of $22.00 per share, which included the exercise in full by the underwriters of their option to purchase an additional 397,500 shares of common stock. A copy of the press release announcing the closing of the initial public offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

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.