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What changed in Laird Superfood, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Laird Superfood, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+247 added−218 removedSource: 10-K (2026-03-30) vs 10-K (2025-02-26)

Top changes in Laird Superfood, Inc.'s 2025 10-K

247 paragraphs added · 218 removed · 163 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

56 edited+18 added−15 removed50 unchanged
Biggest changeOur net sales by distribution channel are reflected below: Year Ended December 31, 2024 2023 $ % of Total $ % of Total E-commerce $ 25,642,366 59 % $ 19,443,885 57 % Wholesale 17,652,771 41 % 14,780,313 43 % Sales, net $ 43,295,137 100 % $ 34,224,198 100 % During fiscal year 2024, the majority of our business was conducted through our e-commerce channel, although we expect sales from the wholesale channel to increase as a percentage of our total business as we continue to expand our presence in physical retail stores and our retail distribution and product assortment grows.
Biggest changeOur net sales by distribution channel are reflected below: Year Ended December 31, 2025 2024 $ % of Total $ % of Total E-commerce $ 24,961,486 50 % $ 25,642,366 59 % Wholesale 24,927,800 50 % 17,652,771 41 % Sales, net $ 49,889,286 100 % $ 43,295,137 100 % During fiscal year 2025, our net sales were approximately evenly split between our wholesale and e-commerce channels, which is consistent with our strategic growth plan.
Focus on Environmental, Social and Governance ( “ ESG ” ) Best Practices Laird Superfood’s founders strongly believe we should seek to drive value for all relevant stakeholders, including customers, employees, community, shareholders, and the broader environment. This philosophy of “Ohana” is particularly important to our founders, Laird Hamilton and Gabrielle Reece, and permeates through our culture.
Focus on Environmental, Social and Governance ( “ ESG ” ) Best Practices Our founders strongly believe we should seek to drive value for all relevant stakeholders, including customers, employees, community, shareholders, and the broader environment. This philosophy of “Ohana” is particularly important to our founders, Laird Hamilton and Gabrielle Reece, and permeates through our culture.
The FDA also enforces the Public Health Service Act (the “PHSA”) and regulations issued thereunder, which authorizes regulatory activity necessary to prevent the introduction, transmission, or spread of communicable diseases.
The FDA also enforces the Public Health Service Act and regulations issued thereunder, which authorizes regulatory activity necessary to prevent the introduction, transmission, or spread of communicable diseases.
Our Competitive Strengths We believe the following strengths differentiate Laird Superfood and create long-term, sustainable advantages: An Emerging Platform Within the Rapidly Expanding Plant-Based Natural Foods Industry Long-term opportunities lie in building Laird Superfood into a unique platform within the natural foods industry, which is currently dominated by single-product companies.
Our Competitive Strengths We believe the following strengths differentiate Laird Superfood and create long-term, sustainable advantages: An Emerging Platform Within the Rapidly Expanding Natural Foods Industry Long-term opportunities lie in building Laird Superfood into a unique platform within the natural foods industry, which is currently dominated by single-product companies.
Powdered Coffee Creamers Laird Superfood’s coffee creamers originated in powdered form for convenience, sustainability, and to maximize nutritional benefits. Our powdered coffee creamers typically have 18 to 24-month shelf lives. Powdered coffee creamers have historically represented a smaller , lower-price-point segment of the coffee creamer market with a focus purely on convenience and price.
Powdered Coffee Creamers Our coffee creamers originated in powdered form for convenience, sustainability, and to maximize nutritional benefits. Our powdered coffee creamers typically have 18 to 24-month shelf lives. Powdered coffee creamers have historically represented a smaller , lower-price-point segment of the coffee creamer market with a focus purely on convenience and price.
In the aggregate, this omnichannel strategy provides us with a diverse set of customers and wholesale partners, leading to a larger TAM opportunity than is normally available to products available primarily in grocery stores, along with an opportunity to develop a direct relationship with our customers at lairdsuperfood.com and pickybars.com .
In the aggregate, this omnichannel strategy provides us with a diverse set of customers and wholesale partners, leading to a larger TAM opportunity than is normally available to products available primarily in grocery stores, along with an opportunity to develop a direct relationship with our customers on lairdsuperfood.com.
A large opportunity also exists in out-of-home venues, including hotels, airports, universities, among others, and we are accelerating the pursuit of distribution in these incremental outlets. Our goal is to make our products available wherever our customers choose to shop.
A large opportunity also exists in out-of-home venues, including health club chains, hotels, airports, universities, among others, and we are accelerating the pursuit of distribution in these incremental outlets. Our goal is to make our products available wherever our customers choose to shop.
You should not rely on any information contained or included on our website in making your decision whether to purchase our common stock. 12 Table of Contents
You should not rely on any information contained or included on our website in making your decision whether to purchase our common stock. 13 Table of Contents
We are required to comply with the regulations and policies promulgated by the Environmental Protection Agency (“EPA”), the United States Department of Agriculture (the “USDA”), the Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), the Equal Employment Opportunity Commission (“EEOC”), the United States Department of Health and Human Services (“HHS”), the United States Department of Labor (“DOL”), and the Occupational Safety and Health Administration (“OSHA”), among others, in addition to corresponding state, and local agencies.
We are required to comply with the regulations and policies promulgated by the Environmental Protection Agency (“EPA”), the United States Department of Agriculture (the “USDA”), the Food and Drug Administration (“FDA”), the Federal Trade Commission (“FTC”), the Equal Employment Opportunity Commission, the United States Department of Health and Human Services, the United States Department of Labor, and the Occupational Safety and Health Administration, among others, in addition to corresponding state, and local agencies.
In addition, the Federal Communications Commission (“FCC”) monitors claims made by companies, particularly with celebrity spokespeople, including health claims about products. Our importers, packers, distributors, and suppliers are also subject to various laws and regulations relating to, among others, food safety, environmental protection, and worker health and safety matters.
In addition, the FTC monitors claims made by companies, particularly with celebrity spokespeople, including health claims about products. Our importers, packers, distributors, and suppliers are also subject to various laws and regulations relating to, among others, food safety, environmental protection, and worker health and safety matters.
Additionally, per Grandview Research, the North American Functional Mushroom Supplement Market was valued at $540 million in 2023 and projected to grow at a 15% compound annual growth rate (“CAGR”) between 2024 and 2030. Functional mushrooms are a key ingredient in the Laird Superfood portfolio as the we strive to bring their potential benefits to food.
Additionally, per Grand View Research , the North American Functional Mushroom Supplement Market was valued at $5.5 million in 2023 and projected to grow at a 12% compound annual growth rate (“CAGR”) between 2024 and 2030. Functional mushrooms are a key ingredient in the Laird Superfood portfolio as we strive to bring their potential benefits to food.
We believe that the great taste and recognizable ingredients of our powdered coffee creamers, and utilization of functional ingredients such as mushrooms that support the body and mind, are expanding the segment and attracting new consumers. Liquid Coffee Creamers Our liquid coffee creamers were developed internally based on naturally sourced, delicious, and functional ingredients.
We believe that the great taste and recognizable ingredients of our powdered coffee creamers, and utilization of functional ingredients such as mushrooms that support the body and mind, are expanding the segment and attracting new consumers. 6 Table of Contents Liquid Coffee Creamers Our liquid coffee creamers were developed internally using naturally sourced, functional ingredients.
We view our primary competition as the legacy products, which are typically refined-sugar laden, highly processed, and have indecipherable ingredient lists. We believe that consumers want more transparency and understanding of what they are putting in their bodies and are seeking cleaner alternatives.
We view our primary competition as the legacy products, which are typically refined-sugar laden, highly processed, and have indecipherable ingredient lists. We believe that consumers want more transparency and understanding of what they are putting in their bodies and are seeking cleaner alternatives. We are driving those trends through a trusted, authentic brand platform.
Among other matters, the FDA: • Requires the registration of facilities that process, pack, and hold food (including dietary supplements) and regulates manufacturing practices for foods through its current good manufacturing practices, preventative controls regulations, and other regulations impacting food manufacturing; • Regulates the use of specific direct and indirect food additives, other ingredients, and ingredient safety; and • Prescribes the format and content of certain information required to appear on food and dietary supplement product labels. 9 Table of Contents Some of the key food safety and food labeling regulations in the U.S. are discussed in the following sections.
Among other matters, the FDA: • Requires the registration of facilities that process, pack, and hold food (including dietary supplements) and regulates manufacturing practices for foods through its current good manufacturing practices, preventative controls regulations, and other regulations impacting food manufacturing; • Regulates the use of specific direct and indirect food additives, other ingredients, and ingredient safety; and • Prescribes the format and content of certain information required to appear on food and dietary supplement product labels.
We believe that, along with a trusted brand name, extensive proprietary distribution is a critical long-term and sustainable barrier to entry in the food industry. Our Growth Strategy Our primary growth strategies are as follows: Open-Ended and Long Duration Growth in the U.S. Grocery Market The U.S. grocery market is one of the largest retail markets in the world.
We believe that, along with a trusted brand name, extensive proprietary distribution is a critical long-term and sustainable barrier to entry in the food industry. 4 Table of Contents Our Growth Strategy Our primary growth strategies are as follows: Open-Ended and Long Duration Growth in the U.S.
We are also subject to numerous other federal, state, and local regulations involving such matters as the licensing and registration of manufacturing facilities, food safety systems, sanitary transportation of food products, record keeping, enforcement by government health agencies of standards for our products, inspection of our facilities and regulation of our trade practices in connection with the sale of food products.
We are also subject to numerous other federal, state, and local regulations involving such matters as the licensing and registration of manufacturing facilities, food safety systems, sanitary transportation of food products, record keeping, enforcement by government health agencies of standards for our products, inspection of our facilities and regulation of our trade practices in connection with the sale of food products. 10 Table of Contents Dietary Supplement Regulations In addition to our conventional food products, we operate in the dietary supplement industry and label, distribute and market our dietary supplement products.
Human Capital Resources Laird Superfood is guided by a strong vision, mission, and values set. As of December 31, 2024, we had 26 full-time employees and two part-time employees, none of whom are represented by labor unions or covered by collective bargaining agreements.
Additionally, certain of our product packaging is subject to copyright. Human Capital Resources Laird Superfood is guided by a strong vision, mission, and values set. As of December 31, 2025, we had 26 full-time employees and two part-time employees, none of whom are represented by labor unions or covered by collective bargaining agreements.
Our websites are www.lairdsuperfood.com and www.pickybars.com . We make available on or through w ww.lairdsuperfood.com certain reports and amendments to those reports that we file with or furnish to the United States Securities and Exchange Commission (the "SEC") in accordance with the Securities Exchange Act of 1934, as amended (the "Exchange Act").
We make available on or through w ww.lairdsuperfood.com certain reports and amendments to those reports that we file with or furnish to the United States Securities and Exchange Commission (the “SEC”) in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
We believe our platform provides opportunities for continual expansion of our total addressable market (“TAM”) to allow long-duration growth, sustained differentiation of our brand, product diversification and leveraging our core strengths and operating costs to increase profit margins. Omnichannel Distribution Strategy Our omnichannel distribution strategy has two key components: e-commerce and wholesale.
We believe our platform provides opportunities for continual expansion of our total addressable market (“TAM”) to allow long-duration growth, sustained differentiation of our brand, product diversification and leveraging our core strengths and operating costs to increase profit margins.
On Amazon, we utilize the fulfilled by Amazon (“FBA”) distribution processes, wherein we send products to Amazon, and Amazon fulfills orders placed through its online marketplace from its fulfillment centers. Amazon charges us fulfillment fees for this service and may charge storage fees for certain inventory.
Pickybars.com features our complete Picky Bar collection alongside select Laird Superfood products. On Amazon, we utilize the fulfilled by Amazon distribution processes, wherein we send products to Amazon, and Amazon fulfills orders placed through its online marketplace from its fulfillment centers. Amazon charges us fulfillment fees for this service and may charge storage fees for certain inventory.
We sell a number of our top selling SKUs on Amazon, including our powdered coffee creamers, functional coffees, and Performance Mushrooms. Subscriptions play an important role in driving retention rates for our DTC business at lairdsuperfood.com and pickybars.com and in 2024 and 2023 subscriptions made up 52% and 55% of our DTC net sales, respectively.
We sell a number of our top selling SKUs on Amazon, including our powdered coffee creamers, functional coffees, and Performance Mushrooms. 8 Table of Contents Subscriptions and repeat users play an important role in driving retention rates for our DTC business at lairdsuperfood.com and pickybars.com.
We expect the shift in consumer tastes driving the growth of natural and plant-based alternatives will continue throughout the foreseeable future as consumers become better educated on nutrition and focus on their own health and wellness, that of their families, and the environment.
We expect the shift in consumer tastes driving the growth of natural alternatives will continue throughout the foreseeable future as consumers become better educated on nutrition and focus on their own health and wellness, that of their families, and the environment. An increasing number of natural products are moving beyond the natural and specialty stores and into conventional grocery stores.
ITEM 1. BUSINESS. When used in this Annual Report on Form 10-K, the terms “Laird Superfood,” the “Company,” “we,” “our,” and “us” refer to Laird Superfood, Inc. and its wholly owned subsidiary, Picky Bars, LLC, on a consolidated basis.
ITEM 1. BUSINESS. When used in this Annual Report on Form 10-K, the terms “Laird Superfood,” the “Company,” “we,” “our,” and “us” refer to Laird Superfood, Inc. and its wholly owned subsidiary, Picky Bars, LLC, on a consolidated basis. Overview Laird Superfood develops and markets great-tasting, high-quality food and beverage products designed to support health, convenience, and everyday use.
Hydrate also competes within the North American coconut water market, which Grandview Research sized at $1.1 billion in 2024, and which is highly fragmented relative to the sports drink market. 7 Table of Contents Harvest Snacks and Other Food Items Bars, oatmeal, and other better-for-you foods Our Picky Bars, Laird Superfood Protein Bars, and Picky Bars Nut Butter Bars seek to provide cleaner alternatives to the $8.9 billion U.
Hydrate also competes within the North American coconut water market, which Grand View Research sized at $908 million in 2024, and which is highly fragmented relative to the sports drink market. Snacks and Other Food Items Bars, oatmeal, and other better-for-you foods Our Protein Bars and Picky Bars seek to provide cleaner alternatives to the $12.4 billion U.
Business Market Insights sized the U.S. greens powder market at $95 million in 2023. Morning Jumpstart competes largely as an alternative to single-serve cold-pressed juices which frequently focus on similar ingredients (lemon cayenne mixes, and superfood greens mixes), and certain other powdered beverages.
Research and Markets sized the U.S. greens powder market at $338.5 million in 2025, with a projected 10.7% CAGR from 2025 to 2032. Morning Jumpstart competes largely as an alternative to single-serve cold-pressed juices which frequently focus on similar ingredients (lemon cayenne mixes, and superfood greens mixes), and certain other powdered beverages.
As part of our focus on these goals, our primary products include: (i) coffee creamers, (ii) hydration and beverage enhancing products, (iii) harvest snacks and other food items, and (iv) functional coffee, tea, and hot chocolate products. Our creamers include sales of powdered and liquid coffee creamers.
As part of our focus on these goals, our primary products include: (i) coffee creamers, (ii) coffee, tea, and hot chocolate products, (iii) hydration and beverage enhancing products, and (iv) snacks and other food items. Following the Navitas Acquisition, our products now also include healthy baking products, wellness staples, and functional snacks.
E-commerce Our e-commerce channel consists of (i) our Direct-to-consumer ("DTC") business, which includes sales through lairdsuperfood.com and pickybars.com , and (ii) Amazon. Lairdsuperfood.com carries our full portfolio of products with the exception of our liquid coffee creamers. It is a place where we can trial new products and gather valuable consumer feedback before we expand into wholesale distribution.
Lairdsuperfood.com carries our full portfolio of products with the exception of our liquid coffee creamers. It is a place where we can trial new products and gather valuable consumer feedback before we expand into wholesale distribution.
If we fail to comply with these or other laws and regulations enforced by the FDA, FTC, or USDA, we may be subject to various administrative, civil, or even criminal penalties that could adversely affect our business and its operations.
If we fail to comply with these or other laws and regulations enforced by the FDA, FTC, or USDA, we may be subject to various administrative, civil, or even criminal penalties that could adversely affect our business and its operations. 11 Table of Contents Consumer Protection Regulations The FTC has the authority to regulate traditional and digital advertising for most types of consumer products, including our product offerings.
Repeat and Recurring Revenues Because the consumption of coffee, creamers, greens, and hydration products is a “Daily Ritual” for many consumers, there is a natural and frequent repeat usage of Laird Superfood products among large portions of our customer base.
The continuation of these trends should benefit Laird Superfood as we seek to penetrate the overall grocery market. Repeat and Recurring Revenues Because the consumption of coffee, creamers, greens, and hydration products is a daily habit for many consumers, there is a natural and frequent repeat usage of Laird Superfood products among large portions of our customer base.
Our website also serves as an educational hub where consumers learn about wellness, nutrition, and product benefits through expert content from founders Laird Hamilton and Gabby Reece, ingredient transparency, and customer FAQs.
Our website also serves as an educational hub where consumers learn about wellness, nutrition, and product benefits through expert content from founders Laird Hamilton and Gabby Reece, ingredient transparency, and customer FAQs. The online platform prioritizes our subscription service which incentivizes our consumers to consistently use our products as staples in their daily lives.
Food-Related Regulations As a manufacturer and distributor of food products and dietary supplements, we are also subject to a number of federal, state, and local food-related regulations, including, but not limited to, the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”) and extensive regulations promulgated thereunder by the FDA.
However, state organic programs may also add more restrictive requirements due to specific environmental conditions or the necessity of production and handling practices in the state. 9 Table of Contents Food-Related Regulations As a manufacturer and distributor of food products and dietary supplements, we are also subject to a number of federal, state, and local food-related regulations, including, but not limited to, the Federal Food, Drug and Cosmetic Act of 1938, as amended (the “FDCA”) and extensive regulations promulgated thereunder by the FDA.
In some cases, such statements must be accompanied by a statutory statement that the claim has not been evaluated by the FDA and that the product is not intended to treat, cure, mitigate, or prevent any disease, and the FDA must be notified of such claim within 30 days of first use. 10 Table of Contents Food and Dietary Supplement Labeling Regulations We are subject to various labelling requirements with respect to our products at the federal, state, and local levels.
In some cases, such statements must be accompanied by a statutory statement that the claim has not been evaluated by the FDA and that the product is not intended to treat, cure, mitigate, or prevent any disease, and the FDA must be notified of such claim within 30 days of first use.
We continue to seek opportunities for building an inclusive culture that encourages, supports, and celebrates the diverse voices of our world. Corporate Information We were originally formed in 2015 and are currently incorporated under the laws of the State of Nevada. Our principal executive offices are located at 5303 Spine Road, Suite 204, Boulder, Colorado, 80301.
We continue to seek opportunities for building an inclusive culture that encourages, supports, and celebrates the diverse voices of our world. 12 Table of Contents Corporate Information We were originally formed in 2015 and are currently incorporated under the laws of the State of Nevada. On March 12, 2026, we consummated the Navitas Acquisition.
Hydrate's environmentally friendly powdered form also avoids single use bottles and requires less fuel than the amount required to transport liquids. Hydrate primarily competes against hydration enhancing sports drinks and other powdered electrolyte mixes.
Hydrate’s environmentally friendly powdered form also avoids single use bottles and requires less fuel than the amount required to transport liquids. Hydrate primarily competes against hydration enhancing sports drinks and other powdered electrolyte mixes. Competitors in the U.S. Powdered Electrolyte Mix market, which Grand View Research sized at $2.7 billion in 2024, include Liquid I.V and LMNT.
We strive to create products that are amongst the cleanest, most minimally processed in the industry, and we intend to lead by example as the tides continue to shift in our direction. We participate in what the United States (“U.S.”). Census Bureau estimates to be an $730 billion grocery market as of 2024.
We strive to create products that are amongst the cleanest, most minimally processed in the industry, and we intend to lead by example as the tides continue to shift in our direction.
We do not expect the cost of our continued compliance with existing consumer protection regulations to have a material effect on our capital expenditures, earnings, cash flows or competitive position in the foreseeable future. 11 Table of Contents Intellectual Property We have the right to the following material trademarks: Laird Superfood, Superfood Creamer, Picky Bars, and Picky Bars Drizzle in the United States, and Laird Superfood in several international jurisdictions, including the European Union.
We do not expect the cost of our continued compliance with existing consumer protection regulations to have a material effect on our capital expenditures, earnings, cash flows or competitive position in the foreseeable future.
Laird Superfood’s strategy is to maximize penetration of this opportunity through a variety of avenues, including growing brand trust and recognition, significantly expanding our retail distribution footprint, driving shelf velocity through an acceleration of online and offline advertising and introducing new products to expand our store footprint. 4 Table of Contents Exposure to Functional and Natural Foods Portions of Grocery Market Within the grocery category, there is an ongoing shift from highly processed conventional brands that demonstrate little nutritional benefit, to natural, nutrient-dense, functional, and cleaner alternatives.
Laird Superfood’s strategy is to maximize penetration of this opportunity through a variety of avenues, including growing brand trust and recognition, significantly expanding our retail distribution footprint, driving shelf velocity through an acceleration of online and offline advertising and introducing new products to expand our store footprint.
The annual revenues generated in 2024 from the U.S. instant coffee and hot chocolate markets were approximately $1.9 billion and $1.8 billion, respectively, according to Statista . Whole Bean, and Functional Ground and K-Cup Coffees Our line of high-quality Peruvian organic roasts includes both traditional and functional mushroom coffee blends, which incorporate functional mushroom extracts, superfoods, and other botanical adaptogens.
Whole Bean, and Functional Ground and K-Cup Coffees Our line of high-quality Peruvian organic roasts includes both traditional and functional mushroom coffee blends, which incorporate functional mushroom extracts, superfoods, and other botanical adaptogens.
Laird Superfood is conscientious in its sourcing of raw materials, the carbon-benefits of facilitating plant-based alternatives, the impact of our operations on the environment and our community and providing products that discourage the culture of single-use plastics.
Laird Superfood is conscientious in its sourcing of raw materials, the carbon-benefits of facilitating natural alternatives, the impact of our operations on the environment and our community and providing products that discourage the culture of single-use plastics. 5 Table of Contents Our Products Our goal is to bring our clean, functional, and sustainability-conscious products into our customers’ daily lives, formulated with the goal of providing sustained energy and nutrition throughout the day.
Research and Markets estimated that the U.S. creamer market was $27 billion in 2024 and expects it to grow at a 3.8% CAGR through 2029. This market includes products offered by Danone SA, TreeHouse Foods Inc., Nestle SA, and Dean Foods Co, among others.
Our powdered creamers have the additional appeal of shelf stability and provide our customers with on-the-go convenience. Mordor Intelligence estimated that the U.S. creamer market was $7.1 billion in 2025 and expects it to grow at a 6.8% CAGR through 2030. This market includes products offered by Danone SA, TreeHouse Foods Inc., Nestle SA, and Dean Foods Co, among others.
Hydrate Hydrate, our line of powdered coconut water drink mixes, includes a limited number of ingredients, no artificial sweeteners, chemicals, or colors that are prevalent in most competing sports drinks, and a lower cost per serving than traditional single use packaged sports drinks, electrolyte, and coconut waters.
Performance Mushrooms stand apart due to the ingredients being simple, and the fact that its organic mushroom powders, which are grown and manufactured in the U.S., are composed of a blend of varieties that Laird Hamilton specifically chose to fuel his body. 7 Table of Contents Hydrate Hydrate, our line of powdered coconut water drink mixes, includes a limited number of ingredients, no artificial sweeteners, chemicals, or colors that are prevalent in most competing sports drinks, and a lower cost per serving than traditional single use packaged sports drinks, electrolyte, and coconut waters.
We are driving those trends through a trusted, authentic brand platform. 5 Table of Contents Our gross sales by product category are reflected below: Year Ended December 31, 2024 2023 $ % of Total $ % of Total Coffee creamers $ 23,088,363 53 % $ 20,425,029 60 % Coffee, tea, and hot chocolate products 11,184,525 26 % 7,968,956 23 % Hydration and beverage enhancing products 9,207,964 21 % 5,320,039 16 % Harvest snacks and other food items 6,215,989 14 % 6,883,980 20 % Other 172,788 0 % 435,388 1 % Gross sales 49,869,629 114 % 41,033,392 120 % Shipping income 506,732 1 % 899,921 3 % Discounts and promotional activity (7,081,224 ) (15 )% (7,709,115 ) (23 )% Sales, net $ 43,295,137 100 % $ 34,224,198 100 % Coffee Creamers Laird Superfood sells powdered and liquid coffee creamers.
Our gross sales by product category are reflected below: Year Ended December 31, 2025 2024 $ % of Total $ % of Total Coffee creamers $ 29,324,248 59 % $ 23,088,363 53 % Coffee, tea, and hot chocolate products 15,281,939 31 % 11,184,525 26 % Hydration and beverage enhancing products 7,131,460 14 % 9,207,964 21 % Snacks and other food items 5,694,789 11 % 6,215,989 14 % Other 200,483 — % 172,788 — % Gross sales 57,632,919 115 % 49,869,629 114 % Shipping income 489,352 1 % 506,732 1 % Discounts and promotional activity (8,232,985 ) (16 )% (7,081,224 ) (15 )% Sales, net $ 49,889,286 100 % $ 43,295,137 100 % Coffee Creamers We sell powdered and liquid coffee creamers.
The FDA requires that all food products be labeled to disclose the net contents, the identity of commodity, nutrition information, and the name and place of business of the product’s manufacturer, packer, or distributor. Both the FDA and FTC also require that any claim on the product be truthful and not misleading.
Labeling for our products must also comply with the Bioengineered Food Disclosure Standard and NOP standards required by the USDA. The FDA requires that all food products be labeled to disclose the net contents, the identity of commodity, nutrition information, and the name and place of business of the product’s manufacturer, packer, or distributor.
Coffee, tea, and hot chocolate products include traditional and functional mushroom-ground and whole-bean coffee, hot chocolate with functional mushrooms, and our instant latte line of just-add-water coffee and tea products. Other products include primarily coffee tools and other miscellaneous branded goods.
Our creamers include sales of powdered and liquid coffee creamers. Coffee, tea, and hot chocolate products include traditional and functional mushroom-ground and whole-bean coffee, our instant latte and protein coffee lines of just-add-water coffee and tea products, and hot chocolate with functional mushrooms. Our hydration and beverage enhancing products include sales of “Hydrate” coconut waters and our supplement lines.
Our wholesale channel sales grew by 19% in 2024 compared to 2023, due in equal parts to our distribution footprint expansion and higher velocities at shelf. Supply Chain We source our raw materials from a variety of suppliers located both inside and outside the United States. We purchased a substantial portion of our products from three suppliers in 2024.
Supply Chain We source our raw materials from a variety of suppliers located both inside and outside the United States. We purchased a substantial portion of our products from two suppliers in 2025.
The FDA also has detailed regulations and requirements governing various types of claims about products’ nutritional value and wellness benefits, such as a nutrient content claims, health claims, and structure-function claims. Claims falling under these regulations must be phrased in specific ways to avoid misrepresenting the food. We believe we are in compliance with applicable FDA and FTC claims regulations.
Both the FDA and FTC also require that any claim on the product be truthful and not misleading. The FDA also has detailed regulations and requirements governing various types of claims about products’ nutritional value and wellness benefits, such as a nutrient content claims, health claims, and structure-function claims.
Laird Superfood is specifically focused on the U.S. Natural, Organic, and Functional Food and Beverages and Supplement sub-segment, which accounted for approximately $270 billion of that market in 2024 and is expected to grow to $300 billion by the end of 2025.
Natural, Organic, and Functional Food and Beverages and Supplement sub-segment, which accounted for approximately $104.7 billion of that market in 2023 and is expected to grow at a 13.2% CAGR between 2024 and 2030.
Dietary supplements include vitamins, minerals, other supplements, herbs, botanicals, and compounds derived therefrom. The FDA regulates the formulation, manufacturing, packaging, storage, labeling, promotion, distribution, and sale of dietary supplements.
The dietary supplement industry is fast paced, highly fragmented, and intensely competitive. It includes companies that manufacture and distribute products that are intended to support the body’s performance and well-being. Dietary supplements include vitamins, minerals, other supplements, herbs, botanicals, and compounds derived therefrom. The FDA regulates the formulation, manufacturing, packaging, storage, labeling, promotion, distribution, and sale of dietary supplements.
In addition to being coffee additives, our powdered creamers are used by consumers in a variety of different applications, such as smoothies and baked goods. Our liquid creamers utilize functional mushroom extracts, and our powdered creamers have the additional appeal of shelf stability and provide our customers with on-the-go convenience.
In addition to being coffee additives, our powdered creamers are used by consumers in a variety of different applications, such as smoothies and baked goods. Our liquid creamers feature an organic, plant-based formulation that incorporates functional mushroom extracts and is produced with a clean-label approach, including no gums, artificial flavors, or seed oils.
Because our Hot Chocolate with Functional Mushrooms are made with coconut sugar rather than more highly refined sugars and include functional mushrooms, we believe our hot chocolate products are highly differentiated from conventional hot chocolate brands.
Demand for our Instant Latte products has continued to grow as younger consumers increasingly seek convenient formats while also valuing quality and taste. Our Hot Chocolate products are made with coconut sugar rather than more highly refined sugars and include functional mushrooms, which we believe differentiates them from many conventional hot chocolate offerings.
The Company is subject to certain requirements relating to food and dietary supplement labeling under the FDCA and corresponding FDA regulations as well as corresponding state laws and regulations. Labeling for our products must also comply with the Bioengineered Food Disclosure Standard and NOP standards required by the USDA.
The FTC has the primary authority to regulate advertising materials, including online and television advertisements, to determine if advertising materials are misleading. The Company is subject to certain requirements relating to food and dietary supplement labeling under the FDCA and corresponding FDA regulations as well as corresponding state laws and regulations.
In our view, Laird Superfood is leading the way in bringing functional ingredients, such as functional mushrooms, to the product set. 6 Table of Contents Coffee, Tea, and Hot Chocolate Products Instant Latte and Hot Chocolate with Functional Mushrooms Laird Superfood sells high-quality instant beverage products that are pre-mixed with our superfood creamer and functional mushrooms, in just-add-hot-water lines of Instant Latte and Hot Chocolate products.
Coffee, Tea, and Hot Chocolate Products Instant Latte, Protein Coffee, and Hot Chocolate with Functional Mushrooms We sell instant beverage products that are pre-mixed with our superfood creamer and functional mushrooms, including just-add-hot-water Instant Latte and Hot Chocolate offerings. These products compete within the broader instant coffee and hot chocolate categories, which emphasize convenience and ease of preparation.
These dynamics create meaningful recurring revenues and the combination of repeat usage, order frequency and retention rates inform our views on strategic marketing spend and customer unit economics. 8 Table of Contents Wholesale Laird Superfood products are sold through a diverse set of retail stores, including conventional, natural, and specialty grocery, club, and food service outlets.
Over 80% of DTC net sales came from either subscribers or repeat users in both 2025 and 2024. These dynamics create meaningful recurring revenues and the combination of repeat usage, order frequency and retention rates inform our views on strategic marketing spend and customer unit economics.
At the federal level, the FDA has authority to review product labels and, increasingly, website and social media content. The FTC has the primary authority to regulate advertising materials, including online and television advertisements, to determine if advertising materials are misleading.
Food and Dietary Supplement Labeling Regulations We are subject to various labelling requirements with respect to our products at the federal, state, and local levels. At the federal level, the FDA has authority to review product labels and, increasingly, website and social media content.
Our primary products include: (i) coffee creamers, (ii) hydration and beverage enhancing products, (iii) harvest snacks and other food items, and (iv) coffee, tea, and hot chocolate products. 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.
Our product portfolio emphasizes natural ingredients, nutrient density, and functional attributes, and includes offerings that incorporate adaptogens and other functional ingredients commonly associated with supporting stress management, energy, mental focus, and overall wellness. Our primary products include: (i) coffee creamers, (ii) coffee, tea, and hot chocolate products, (iii) hydration and beverage enhancing products, and (iv) snacks and other food items.
Other state and local statutes and regulations may impose additional food labeling requirements.
Claims falling under these regulations must be phrased in specific ways to avoid misrepresenting the food. We believe we are in compliance with applicable FDA and FTC claims regulations. Other state and local statutes and regulations may impose additional food labeling requirements.
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Overview Laird Superfood creates clean, functional, and sustainability-conscious products, many of which incorporate adaptogens, which may be beneficial in reducing stress, improving energy levels, enhancing mental performance, mood regulation, and immune system support.
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Following the Navitas Acquisition, our products also include healthy baking products, wellness staples, and functional snacks. Over the long term, we seek to build a widely recognized superfood brand grounded in authenticity, functionality, and a commitment to supporting a healthy and sustainable future for consumers and the environment.
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An increasing number of natural and plant-based products are moving beyond the natural and specialty stores and into conventional grocery stores. The continuation of these trends should benefit Laird Superfood as we seek to penetrate the overall grocery market.
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We participate in what Grand View Research estimates to be an $11.9 trillion grocery market as of 2023, with a projected 3.2% compound annual growth rate (“CAGR”) between 2024 and 2030. Laird Superfood is specifically focused on the U.S.
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Our Products Our goal is to bring our clean, functional, and sustainability-conscious products into our customers’ “Daily Ritual,” formulated with the goal of providing sustained energy and nutrition throughout the day.
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As a result of Navitas Acquisition, we have expanded our platform and product offerings to include healthy baking products, wellness staples and additional snack products. In the future, we will continue to evaluate additional strategic transactions in the premium functional food market. Omnichannel Distribution Strategy Our omnichannel distribution strategy has two key components: e-commerce and wholesale.
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Our hydration and beverage enhancing products include sales of “Hydrate” coconut waters and our supplement lines. Harvest snacks and other food items primarily include protein and energy bars, oatmeal, and granola.
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Grocery Market The U.S. grocery market is one of the largest retail markets in the world.
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Liquid creamers provide the added benefits of being on the perimeter refrigerated shelf space and a lower price point per unit than key competing products. While consumers have historically had more options for liquid coffee creamer, clean innovation in the market has been limited due to differences in base, flavor, and sugar levels.
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Exposure to Functional and Natural Foods Portions of Grocery Market Within the grocery category, there is an ongoing shift from highly processed conventional brands that demonstrate little nutritional benefit, to natural, nutrient-dense, functional, and cleaner alternatives.
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These products compete with other just-add-water lines of instant coffee products and hot chocolate. Demand for Instant Latte continues to grow as younger consumers look for convenience and recognize that instant coffee can also equal a quality experience.
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Snacks and other food items primarily include protein and energy bars, and other functional foods. In the third quarter of 2025, we decided that we will be discontinuing the Picky Bars brand in the second quarter of 2026, in order to re-deploy our monetary and human capital into growing the Laird Superfood brand.
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Performance Mushrooms stand apart due to the ingredients being simple, and the fact that its organic mushroom powders, which are grown and manufactured in the U.S., are composed of a blend of varieties that Laird Hamilton specifically chose to fuel his body.
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Our healthy baking products include as fairtrade cacao powders, nibs and wafers formulated to elevate at‑home baking with clean ingredients. Wellness staples include superfoods used daily in smoothies, bowls and meal preparation, including chia seeds, matcha powder, and acai powder. Other products include primarily coffee tools and other miscellaneous branded goods.
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The dominant competitors in the sports drink market, which Mordor Intelligence sized at $12.6 billion in 2024, are Gatorade, owned by PepsiCo, and PowerAde, owned by The Coca-Cola Company.
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They feature an organic, plant-based formulation that incorporates functional mushroom extracts and is produced with a clean-label approach, including no gums, artificial flavors, or seed oils. The liquid format allows these products to be offered in perimeter refrigerated shelf space, where consumers are familiar with liquid creamer options.
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S. snack bar market, which is expected to grow to $9.6 billion by 2029, per Mintel. Our Performance Granola and Performance Oatmeal products compete with top brands such as Bob’s Red Mill, Kellogg, and General Mills, in the $36.5 billion global cereal market, which is expected to grow at a 3.7% CAGR through 2030, per Grand View Research.
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While the liquid coffee creamer category is well established, we believe innovation focused on cleaner formulations and functional ingredients has been limited due to differences in bases, flavor profiles, and sugar content across existing products. We seek to differentiate our liquid creamers by incorporating functional ingredients, such as functional mushrooms, within this category.
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We have multiple years of cohort data on all customers that have ordered through our direct website and have conducted custom segmentation research. We view this data as indicative of expected customer usage patterns across all channels on the basis of historic trend analysis.
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In addition, we have recently expanded our innovation pipeline with the launch of a protein coffee product designed to be consumed cold, which incorporates functional mushrooms, provides 10 grams of protein per serving from whey and milk protein, and contains zero grams of sugar per serving.
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The online platform prioritizes our subscription service which incentivizes our consumers to consistently use our products as part of their "Daily Ritual." Pickybars.com features our complete Picky Bar collection alongside select Laird Superfood products.
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This product format is intended to appeal to younger consumers and those seeking higher-protein, lower-sugar beverage options. The annual revenue generated in 2025 from the U.S. instant coffee market was approximately $859.3 million according to Mordor Intelligence.
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In addition to subscriptions, our DTC business has a high percentage of repeat users. Over 80% of DTC net sales came from either subscribers or repeat users in both 2024 and 2023. Subscriptions on Amazon reache d 21% and 19% of sales in that channel in 2024 and 2023, respectively. We expect this trend to continue growing.
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S. snack bar market, which is expected to grow at an 8.3% CAGR from 2026 to 2031, per Mintel .

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeThis provision would not apply to suits brought to enforce a duty or liability created by the Exchange Act or any other claim for which the U.S. federal courts have exclusive jurisdiction. 30 Table of Contents In addition, our articles of incorporation provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the "Securities Act"), unless we consent in writing to the selection of an alternative forum.
Biggest changeIn addition, our articles of incorporation provide that the federal district courts of the United States will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act, unless we consent in writing to the selection of an alternative forum. This exclusive forum provision does not apply to claims under the Exchange Act.
If we raise funds by issuing equity securities, dilution to our shareholders could result. Any equity securities issued also could provide for rights, preferences, or privileges senior to those of holders of our common stock.
If we raise funds by issuing equity securities, dilution to our shareholders could result. Any equity securities issued could also provide for rights, preferences, or privileges senior to those of holders of our common stock.
Managing our planned growth effectively will require us to: • maintain a low cost of customer acquisition relative to customer lifetime value; • identify products that will be viewed favorably by customers; • successfully hire, train, and motivate employees, including additional personnel for our technological, sales and marketing efforts.
Managing our planned growth effectively will require us to: • maintain a low cost of customer acquisition relative to customer lifetime value; • identify products that will be viewed favorably by customers; and • successfully hire, train, and motivate employees, including additional personnel for our technological, sales and marketing efforts.
The success of these products is uncertain—they may not reach commercialization, sell as expected, or be manufactured or as planned. Developing and launching new products is costly and time-consuming. If a product fails to gain market acceptance or cannot be manufactured or marketed as anticipated, the investment may be lost.
The success of these products is uncertain—they may not reach commercialization, sell as expected, or be manufactured as planned. Developing and launching new products is costly and time-consuming. If a product fails to gain market acceptance or cannot be manufactured or marketed as anticipated, the investment may be lost.
We cannot provide assurance that our customers, including customers that participate in our subscription programs, will maintain or increase their sales volumes or orders for the products supplied by us or that we will be able to maintain or add to our existing customer base.
We cannot provide assurance that our customers, including customers who participate in our subscription programs, will maintain or increase their sales volumes or orders for the products supplied by us or that we will be able to maintain or add to our existing customer base.
Recent trends in consumer preferences that may impact us include: • dietary trends and increased attention to nutritional values, such as sugar, fat, protein, fiber, carbohydrate, or calorie content; • concerns about obesity and the health effects of specific ingredients and nutrients, such as sugar and other sweeteners, ingredients derived from genetically modified organisms ("GMOs"), gluten, grains, dairy, soybeans, nuts, oils, vitamins, fiber, and minerals; and • increasing awareness of the environmental and social effects of product production, including agricultural production by food manufacturers and their suppliers.
Recent trends in consumer preferences that may impact us include: • dietary trends and increased attention to nutritional values, such as sugar, fat, protein, fiber, carbohydrate, or calorie content; • concerns about obesity and the health effects of specific ingredients and nutrients, such as sugar and other sweeteners, ingredients derived from genetically modified organisms (“GMOs”), gluten, grains, dairy, soybeans, nuts, oils, vitamins, fiber, and minerals; and • increasing awareness of the environmental and social effects of product production, including agricultural production by food manufacturers and their suppliers.
In the event that our supply from our current suppliers is interrupted, our operations may be interrupted resulting in lost revenue, added costs such as, without limitation, shipping costs, and distribution delays that could harm our business and customer relationships until we are able to identify and enter into an agreement with one or more alternative suppliers. 20 Table of Contents Our future results of operations may be adversely affected by volatile commodity costs.
In the event that our supply from our current suppliers is interrupted, our operations may be interrupted resulting in lost revenue, added costs such as, without limitation, shipping costs, and distribution delays that could harm our business and customer relationships until we are able to identify and enter into an agreement with one or more alternative suppliers. 25 Table of Contents Our future results of operations may be adversely affected by volatile commodity costs.
These agencies regulate, among other things, with respect to our products and operations: • design, development and manufacturing; • testing, labeling, content, and language of instructions for use and storage; • product safety and ingredients; • marketing, sales, and distribution; • record keeping procedures; • advertising and promotion; • recalls and corrective actions; and • product import and export. 24 Table of Contents These laws and regulations affect various aspects of our business.
These agencies regulate, among other things, with respect to our products and operations: • design, development and manufacturing; • testing, labeling, content, and language of instructions for use and storage; • product safety and ingredients; • marketing, sales, and distribution; • record keeping procedures; • advertising and promotion; • recalls and corrective actions; and • product import and export. 29 Table of Contents These laws and regulations affect various aspects of our business.
In addition to any regulatory costs, if the Company were required to change its name, there would likely be, or could be, among other results, a negative effect on the Company’s branding and customer perception. 25 Table of Contents Regulatory enforcement concerning marketing and labeling of food or dietary supplement products could adversely affect our business and reputation.
In addition to any regulatory costs, if the Company were required to change its name, there would likely be, or could be, among other results, a negative effect on the Company’s branding and customer perception. 30 Table of Contents Regulatory enforcement concerning marketing and labeling of food or dietary supplement products could adversely affect our business and reputation.
Should our advertising be determined to be false or misleading, we may have to pay damages, revise, or withdraw our campaign and possibly face fines or sanctions, which could have a material adverse effect on our sales and operating results 26 Table of Contents We may be subject to specific FTC endorsement and/or testimonial regulations that would interfere with our advertising, marketing, and labeling strategies.
Should our advertising be determined to be false or misleading, we may have to pay damages, revise, or withdraw our campaign and possibly face fines or sanctions, which could have a material adverse effect on our sales and operating results 31 Table of Contents We may be subject to specific FTC endorsement and/or testimonial regulations that would interfere with our advertising, marketing, and labeling strategies.
We may continue to incur losses for the foreseeable future. We are an early-stage company. We were formed and commenced operations in June 2015. We face all the risks faced by young companies, including significant competition from existing and emerging competitors, many of which are established and have greater access to capital than we do.
We may continue to incur losses for the foreseeable future. We are an early-stage company. We were formed and commenced operations in June 2015. We face all the risks encountered by young companies, including significant competition from existing and emerging competitors, many of which are established and have greater access to capital than we do.
Accordingly, we may not be able to successfully implement our long-term growth strategies or achieve or sustain profitability, and we may incur significant losses for the foreseeable future. 14 Table of Contents Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. We are subject to the periodic reporting requirements of the Exchange Act.
Accordingly, we may not be able to successfully implement our long-term growth strategies or achieve or sustain profitability, and we may incur significant losses for the foreseeable future. 15 Table of Contents Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud. We are subject to the periodic reporting requirements of the Exchange Act.
Competition in the food and beverage retail industry, especially Internet-based competition, is strong and presents an ongoing threat to the success of our business. The food and beverage industry is very competitive both online and in wholesale markets. We compete with larger retailers with longer histories, greater brand recognition, more resources, and numerous natural and organic producers.
Competition in the food and beverage retail industry, especially online competition, is strong and presents an ongoing threat to the success of our business. The food and beverage industry is very competitive both online and in wholesale markets. We compete with larger retailers with longer histories, greater brand recognition, more resources, and numerous natural and organic producers.
If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights or grant licenses on terms that are not favorable to us. 13 Table of Contents Our limited operating history may make it difficult to assess our future viability.
If we raise funds through collaborations and licensing arrangements, we might be required to relinquish significant rights or grant licenses on terms that are not favorable to us. 14 Table of Contents Our limited operating history may make it difficult to assess our future viability.
If we fail to compete successfully in this market, our business, financial condition, and results of operations would be materially and adversely affected. 15 Table of Contents We may not be able to successfully implement our growth strategy for our brand on a timely basis or at all.
If we fail to compete successfully in this market, our business, financial condition, and results of operations would be materially and adversely affected. 19 Table of Contents We may not be able to successfully implement our growth strategy for our brand on a timely basis or at all.
The regulations to which we are subject are complex and have tended to become more stringent over time. The 2025 change in presidential administration and related changes in regulatory agency personnel and policies are leading to increase uncertainty for us and other regulated industry stakeholders.
The regulations to which we are subject are complex and have tended to become more stringent over time. The 2025 change in presidential administration and related changes in regulatory agency personnel and policies are leading to increased uncertainty for us and other regulated industry stakeholders.
If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause the price and trading volume for our common stock to decline. 28 Table of Contents We may not be able to maintain a listing of our common stock on the NYSE American.
If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause the price and trading volume for our common stock to decline. We may not be able to maintain a listing of our common stock on the NYSE American.
Further, failures by us or our competitors to deliver quality products could erode consumer trust in the organic certification of foods. A significant shift in consumer demand away from our products would reduce our market share, harming our business. Technology failures or security breaches could disrupt our operations and negatively impact our business.
Further, failures by us or our competitors to deliver quality products could erode consumer trust in the organic certification of foods. A significant shift in consumer demand away from our products would reduce our market share, harming our business. 28 Table of Contents Technology failures or security breaches could disrupt our operations and negatively impact our business.
All of these activities are subject to the uncertainties associated with international business operations, including: • difficulties with foreign and geographically dispersed operations; • having to comply with various U.S. and international laws; • changes and uncertainties relating to foreign rules and regulations; • tariffs, export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import necessary materials; • limitations on our ability to enter into cost-effective arrangements with distributors, or at all; • fluctuations in foreign currency exchange rates; • imposition of limitations on production, sale or export in foreign countries, including due to pandemic or quarantine; • imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures; • imposition of differing labor laws and standards; • economic, political, environmental, health-related, or social instability in foreign countries and regions (such as in Southeast Asia in 2022 and South America in 2023); • an inability, or reduced ability, to protect our intellectual property; • availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us; • difficulties in enforcing contracts and legal decisions; and • less developed infrastructure. 16 Table of Contents If we expand into other target markets, we cannot assure you that our expansion plans will be realized, or if realized, be successful.
All of these activities are subject to the uncertainties associated with international business operations, including: • difficulties with foreign and geographically dispersed operations; • having to comply with various U.S. and international laws; • changes and uncertainties relating to foreign rules and regulations; • tariffs, export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import necessary materials; • limitations on our ability to enter into cost-effective arrangements with distributors, or at all; • fluctuations in foreign currency exchange rates; • imposition of limitations on production, sale or export in foreign countries, including due to pandemic or quarantine; • imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures; • imposition of differing labor laws and standards; • economic, political, environmental, health-related, or social instability in foreign countries and regions; • an inability, or reduced ability, to protect our intellectual property; • availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us; • difficulties in enforcing contracts and legal decisions; and • less developed infrastructure. 20 Table of Contents If we expand into other target markets, we cannot assure you that our expansion plans will be realized, or if realized, be successful.
Additionally, as of December 31, 2024, because approximately 71% of our inventory was concentrated in one geographical area by co-manufacturing and third-party logistics partners, adverse weather, or natural disasters, including fires, earthquakes, winter storms, droughts, or volcanic events could result in significant costs and meaningfully reduce our capacity to fulfill orders and maintain normal business operations.
Additionally, as of December 31, 2025, because approximately 72% of our inventory was concentrated in one geographical area by co-manufacturing and third-party logistics partners, adverse weather, or natural disasters, including fires, earthquakes, winter storms, droughts, or volcanic events could result in significant costs and meaningfully reduce our capacity to fulfill orders and maintain normal business operations.
If a court were to find the exclusive forum provision contained in our articles of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business.
If a court were to find the exclusive forum provision contained in our articles of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business. 35 Table of Contents
This could cause our expenses to increase or could limit the amount of product that we can manufacture and sell. 19 Table of Contents Adverse weather conditions, fires, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.
This could cause our expenses to increase or could limit the amount of product that we can manufacture and sell. Adverse weather conditions, fires, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.
We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.
We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes.
To the extent our customer acquisition costs increase, or our lifetime customer values decrease, our margins and results of operations will be harmed. 22 Table of Contents Our customers generally are not obligated to continue purchasing products from us.
To the extent our customer acquisition costs increase, or our lifetime customer values decrease, our margins and results of operations will be harmed. Our customers generally are not obligated to continue purchasing products from us.
The success of our brand may suffer if our marketing plans or product initiatives do not have the desired impact on our brand’s image or its ability to attract consumers.
Our financial success is directly dependent on the consumer perception of our brand. The success of our brand may suffer if our marketing plans or product initiatives do not have the desired impact on our brand’s image or its ability to attract consumers.
If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, the price for our common stock would likely decline.
If analysts cease coverage of us, the trading price for our common stock would be negatively affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, the price for our common stock would likely decline.
These provisions include the following: • authorizing the issuance of "blank check" preferred stock that could be issued by our board of directors (the "Board") to defend against a takeover attempt; • providing that vacancies on our Board, including newly created directorships, may be filled only by a majority vote of directors then in office rather than by shareholders; • advance notice procedures, which may apply for shareholders to nominate candidates for election as directors or to bring matters before an annual meeting of shareholders; • no authorization of cumulative voting, which limits the ability of minority shareholders to elect director candidates; • certain amendments to our articles of incorporation require the approval of two-thirds of the then outstanding voting power of our capital stock; • our articles of incorporation requires the approval of two-thirds of the then outstanding voting power of our capital stock for shareholders to adopt, amend, alter, or repeal our bylaws, or to adopt any provision inconsistent with our bylaws; • a prohibition on shareholder action by written consent, which means that our shareholders will only be able to take action at a meeting of shareholders; and • preventing shareholders from calling special meetings.
These provisions include the following: • authorizing the issuance of “blank check” preferred stock that could be issued by our board of directors (the “Board”) to defend against a takeover attempt; • providing that vacancies on our Board, including newly created directorships, may be filled only by a majority vote of directors then in office rather than by shareholders; • advance notice procedures, which may apply for shareholders to nominate candidates for election as directors or to bring matters before an annual meeting of shareholders; • no authorization of cumulative voting, which limits the ability of minority shareholders to elect director candidates; • certain amendments to our articles of incorporation require the approval of two-thirds of the then outstanding voting power of our capital stock; • our articles of incorporation requires the approval of two-thirds of the then outstanding voting power of our capital stock for shareholders to adopt, amend, alter, or repeal our bylaws, or to adopt any provision inconsistent with our bylaws; • a prohibition on shareholder action by written consent, which means that our shareholders will only be able to take action at a meeting of shareholders; and • preventing shareholders from calling special meetings. 34 Table of Contents In addition, we are subject to Nevada’s Combination with Interested Shareholders Statute (Nevada Revised Statutes 74.411 - 74.444), which prohibits an interested stockholder from entering into a combination with the corporation, unless certain conditions are met.
This exclusive forum provision does not apply to claims under the Exchange Act. These exclusive forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage these types of lawsuits.
These exclusive forum provisions may limit a shareholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage these types of lawsuits.
As of December 31, 2024, the Company reported consolidated U.S. federal net operating loss (“NOLs”) carryforwards of approximately $147.1 million.
As of December 31, 2025, the Company reported consolidated U.S. federal net operating loss (“NOLs”) carryforwards of approximately $146.6 million.
Although we work with multiple suppliers for each of our key raw materials, there is no assurance that quality natural and organic products will continue to be available to meet our specific and growing needs.
We rely on suppliers and vendors to meet our high-quality standards and supply products in a timely and efficient manner. Although we work with multiple suppliers for each of our key raw materials, there is no assurance that quality natural and organic products will continue to be available to meet our specific and growing needs.
In addition, our top suppliers are in a similar geographic area, which increases the risk of significant supply disruptions from local and regional events (such as the unrest in Sri Lanka in 2022 and in Peru in 2023).
In addition, our top suppliers are in a similar geographic area, which increases the risk of significant supply disruptions from local and regional events.
In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, appreciation, if any, in the market price of our common stock will be your sole source of gain for the foreseeable future.
We currently intend to retain all our future earnings, if any, to finance the growth and development of our business. In addition, the terms of any future debt agreements may preclude us from paying dividends. As a result, appreciation, if any, in the market price of our common stock will be your sole source of gain for the foreseeable future.
In addition, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights and other proprietary rights.
However, we may be unable to discover or determine the extent of any infringement, misappropriation or other violation of our intellectual property rights and other proprietary rights. In addition, despite our efforts, we may be unable to prevent third parties from infringing upon, misappropriating or otherwise violating our intellectual property rights and other proprietary rights.
While we do not expect this to result in any material impact on our business, if we were unable to find a new co-manufacturer before we sell through our existing stock of liquid creamers, we could experience out-of-stocks that impact our sales of that product line until we find a new, suitable partner.
While this did not result in any material impact on our business and were able to find a new co-manufacturer, if we had been unable to locate a new partner before we sold through our existing stock of liquid creamers, we could have experienced out-of-stocks that impacted our sales of that product line until we found a new, suitable partner.
Our growth since inception has placed, and may continue to place, significant demands on our organizational, administrative, and operational infrastructure, including manufacturing operations, quality control, technical support and customer service, sales force management, and general and financial administration.
We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy. Our growth since inception has placed, and may continue to place, significant demands on our organizational, administrative, and operational infrastructure, including manufacturing operations, quality control, technical support and customer service, sales force management, and general and financial administration.
Such transactions may include the issuance of our common stock for cash, the conversion of any future convertible debt, the repurchase of any debt with the Company’s common stock, the acquisition or disposition of any stock by a stockholder owning 5% or more of the outstanding shares of our common stock, or a combination of the foregoing.
Such transactions may include the issuance of our common stock for cash, the conversion of any future convertible debt, the repurchase of any debt with the Company’s common stock, the acquisition or disposition of any stock by a stockholder owning 5% or more of the outstanding shares of our common stock, or a combination of the foregoing. 21 Table of Contents We may be unable to adequately protect our brand and our other intellectual property rights.
As of December 31, 2024, approximately 71% of our inventory was held by two partners. Our business could be adversely affected if these providers fail to meet their obligations, experience disruptions, fail to comply with relevant laws and regulations, or if we need to change providers with short notice.
Our business could be adversely affected if these providers fail to meet their obligations, experience disruptions, fail to comply with relevant laws and regulations, or if we need to change providers with short notice.
As a result of climate change, we may also be subjected to decreased availability of water, deteriorated quality of water or less favorable pricing for water, which could adversely impact our manufacturing and distribution operations, as well as the agricultural businesses of our suppliers, which rely on the availability and quality of water.
As a result of climate change, we may also be subjected to decreased availability of water, deteriorated quality of water or less favorable pricing for water, which could adversely impact our manufacturing and distribution operations, as well as the agricultural businesses of our suppliers, which rely on the availability and quality of water. 24 Table of Contents We rely on a small number of suppliers to provide our raw materials, and our supply chain may be interrupted and prevent us from obtaining the necessary materials we need to operate.
For example, we may initiate claims or litigation against others for infringement, misappropriation or violation of our intellectual property rights or other proprietary rights or to establish the validity of such rights. However, we may be unable to discover or determine the extent of any infringement, misappropriation or other violation of our intellectual property rights and other proprietary rights.
We might be required to spend significant resources to monitor and protect our intellectual property rights. For example, we may initiate claims or litigation against others for infringement, misappropriation or violation of our intellectual property rights or other proprietary rights or to establish the validity of such rights.
Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel. Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees.
Litigation may be necessary to defend against these claims. If we fail in defending any such claims, in addition to paying monetary damages, we may lose valuable intellectual property rights or personnel.
The process of obtaining patent protection is expensive and time-consuming, and we may be unable to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.
Our patent and trademark applications may never be granted. To date, the Company has not applied for patent protection on any of its technology. The process of obtaining patent protection is expensive and time-consuming, and we may be unable to prosecute all necessary or desirable patent applications at a reasonable cost or in a timely manner.
Furthermore, a significant portion of the communications between, and storage of personal data of, our personnel, customers, and suppliers depend on information technology, including social media platforms. 23 Table of Contents Our information technology systems may be vulnerable to a variety of interruptions, as a result of our enterprise platform or due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, cyber-attacks, and other security issues.
Our information technology systems may be vulnerable to a variety of interruptions, as a result of our enterprise platform or due to events beyond our control, including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, cyber-attacks, and other security issues.
As a result, a decrease in the value of the U.S. dollar relative to foreign currencies could increase our costs in dollars for the food products and ingredients that we import from other countries.
Currently, substantially all of our international purchase and sales contracts are denominated in U.S. dollars and generally do not guarantee long term pricing. As a result, a decrease in the value of the U.S. dollar relative to foreign currencies could increase our costs in dollars for the food products and ingredients that we import from other countries.
For example, certain food ingredient products manufactured by Laird Superfood are regulated under the United States Federal Food, Drug, and Cosmetic Act (“FDCA”), as administered by the FDA.
For example, certain food ingredient products manufactured by Laird Superfood are regulated under the FDCA, as administered by the FDA.
The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us and our business. If analysts cease coverage of us, the trading price for our common stock would be negatively affected.
If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline. The trading market for our common stock depends in part on the research and reports that securities or industry analysts publish about us and our business.
We have a history of losses, and we may be unable to sustain profitability and positive cash flows from operating activities. Although we achieved positive cash flow during the year ended December 31, 2024, we have not achieved consistent profitability, and in the past, we have experienced significant operating losses.
We have a history of losses, and we may be unable to sustain profitability and positive cash flows from operating activities. We have not generated consistent positive cash flows. During the year ended December 31, 2025, we incurred a net cash usage of approximately $3.2 million, and in prior periods we have experienced operating losses.
Such injuries may result from inadvertent mislabeling, tampering by unauthorized third parties, deficiencies on behalf of our co-manufacturers, product contamination, or spoilage.
The sale of products for human use and consumption involves the risk of injury or illness to consumers. Such injuries may result from inadvertent mislabeling, tampering by unauthorized third parties, deficiencies on behalf of our co-manufacturers, product contamination, or spoilage.
The protection of our intellectual property rights may require the expenditure of significant financial, managerial, and operational resources. Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights, and we may be unable to broadly enforce all our trademarks.
Moreover, the steps we take to protect our intellectual property may not adequately protect our rights or prevent third parties from infringing or misappropriating our proprietary rights, and we may be unable to broadly enforce all our trademarks. Any of our patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation.
These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of our company to first negotiate with our Board.
These provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of our company to first negotiate with our Board. These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock to decline.
We may not successfully accomplish any of these objectives, and even if we are successful in growing our revenues, we expect our revenue growth rate will decline as our revenue increases. Although we have generated positive cash flow during the year ended December 31, 2024, we may not generate positive cash flow in the future.
We may not successfully accomplish any of these objectives, and even if we are successful in growing our revenues, we expect our revenue growth rate will decline as our revenue increases. We may not consistently generate positive cash flow in the future. Consequently, considering our limited operating history, any predictions about our future success or viability may not be accurate.
We implemented a robust sensory testing program to prevent future quality issues. 18 Table of Contents Even if a situation does not necessitate a recall or market withdrawal, product liability claims might be asserted against us.
In connection with this withdrawal, we incurred costs associated with inventory obsolescence, quality testing, remedial discounts and replacement orders, and lost sales due to out of stocks. We implemented a robust sensory testing program to prevent future quality issues. Even if a situation does not necessitate a recall or market withdrawal, product liability claims might be asserted against us.
We may be unable to adequately protect our brand and our other intellectual property rights. We regard our brand, customer lists, trademarks, domain names, trade secrets and similar intellectual property as critical to our success.
We regard our brand, customer lists, trademarks, domain names, trade secrets and similar intellectual property as critical to our success. We may rely on trademark, copyright and patent law, trade secret protection, agreements and other methods with our employees and others to protect our proprietary rights.
Other factors, such as search engine technical difficulties, search engine technical changes and technical or presentation changes we make to our websites, could also cause our websites to be listed less prominently in algorithmic search results.
If we reduce our advertising with search engines, our consumer traffic may significantly decline, or we may be unable to maintain a cost-effective search engine marketing program. 27 Table of Contents Other factors, such as search engine technical difficulties, search engine technical changes and technical or presentation changes we make to our websites, could also cause our websites to be listed less prominently in algorithmic search results.
The loss of any independent certifications could adversely affect our market position as an organic and natural products company, which could harm our business. Additionally, if any of our third-party certifiers are subject to compliance or legal issues or negative publicity, our reputation and business could be harmed by our association with such entity.
Additionally, if any of our third-party certifiers are subject to compliance or legal issues or negative publicity, our reputation and business could be harmed by our association with such entity. 23 Table of Contents Our future results of operations may be adversely affected by the availability of Non-GMO and organic ingredients.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business. 33 Table of Contents We will incur increased costs in connection with operating as a public company and our management will be required to devote substantial time to compliance initiatives and corporate governance practices.
If we do not maintain our relationship with existing retailers and distributors or develop relationships with new retailers and distributors, the growth of our business may be adversely affected, and our business may be harmed. 21 Table of Contents We are not the exclusive seller of our products into e-commerce channels, such as Amazon, and face competition in that channel from resellers of our products.
If we do not maintain our relationship with existing retailers and distributors or develop relationships with new retailers and distributors, the growth of our business may be adversely affected, and our business may be harmed.
Furthermore, our confidentiality agreements may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information. 17 Table of Contents We might be required to spend significant resources to monitor and protect our intellectual property rights.
We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or intellectual property rights. Furthermore, our confidentiality agreements may not effectively prevent disclosure of our proprietary information, technologies and processes and may not provide an adequate remedy in the event of unauthorized disclosure of such information.
Increased compliance costs associated with operating in California and other states could adversely affect our business, financial condition and results of operations. 27 Table of Contents Risks Relating to the Ownership of Our Common Stock The market price of our common stock may be highly volatile, and you may not be able to resell your shares at or above the price you purchased them.
Increased compliance costs associated with operating in California and other states could adversely affect our business, financial condition and results of operations. 32 Table of Contents Risks Relating to the Ownership of Our Common Stock Sales of substantial amounts of shares of our common stock, including shares issuable upon conversion of the Series A Preferred Stock, could depress our stock price.
Further, the terms of our agreements with these distributors allow us to plan for the future, maintain growth and strengthen our relationships with key customers.
We are not the exclusive seller of our products into e-commerce channels, such as Amazon, and face competition in that channel from resellers of our products. Further, the terms of our agreements with these distributors allow us to plan for the future, maintain growth and strengthen our relationships with key customers.
We have also entered into limited non-competition and non-solicitation agreements with Mr. Hamilton and Ms. Reece, which makes us vulnerable to competition from them. These conflicts of interest may result in the loss of business opportunities, which may materially and adversely affect our prospects, business advantage, financial condition, and results of operations.
We have also entered into limited non-competition and non-solicitation agreements with Mr. Hamilton and Ms. Reece, which makes us vulnerable to competition from them.
The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE American and other applicable securities rules and regulations impose various requirements on public companies. Our management and other personnel will need to devote a substantial amount of time to compliance with these requirements.
As a public company, we may incur significant legal, accounting, and other expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the listing requirements of the NYSE American and other applicable securities rules and regulations impose various requirements on public companies.
Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. Risks Relating to Our Business We depend on third parties for manufacturing and distribution. We depend on third-party service providers for raw materials, manufacturing, and distribution.
Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected. Risks Relating to Our Business We may not be able to effectively integrate the businesses of Navitas, or realize the anticipated benefits and synergies expected from the Navitas Acquisition. The anticipated benefits from acquiring Navitas and its business.
We may rely on trademark, copyright and patent law, trade secret protection, agreements and other methods with our employees and others to protect our proprietary rights. We might not be able to obtain broad protection in the United States for all our intellectual property.
We might not be able to obtain broad protection in the United States for all our intellectual property. The protection of our intellectual property rights may require the expenditure of significant financial, managerial, and operational resources.
Since we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, stock price appreciation, if any, will be your sole source of gain. We currently intend to retain all our future earnings, if any, to finance the growth and development of our business.
For more information, see the risk factor titled “ Nexus has certain limited consent rights that could prevent us from taking certain corporate actions. ” Since we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, stock price appreciation, if any, will be your sole source of gain.
A food safety or quality issue that results in a product disruption such as a recall, health issue, or death of a consumer could harm our business. The sale of products for human use and consumption involves the risk of injury or illness to consumers.
Even if we are successful in defending against such claims, litigation could result in substantial costs and be a distraction to management and other employees. 22 Table of Contents A food safety or quality issue that results in a product disruption such as a recall, health issue, or death of a consumer could harm our business.
All risks relating to business operations outside of the U.S. may be exacerbated by the current U.S. political climate. The new presidential administration, which took office in January 2025, is expected to make policy changes regarding imports, exports, and tariffs. These changes may disrupt our supply chain and may increase our operating costs.
All risks relating to business operations outside of the U.S. may be exacerbated by the current U.S. political climate. For example, changes in U.S. trade policy, including the imposition of tariffs on certain imported goods, could affect our business and results of operations.
If the reputation of our brand erodes significantly, it could have a material impact on our results of operations. Our financial success is directly dependent on the consumer perception of our brand.
These conflicts of interest may result in the loss of business opportunities, which may materially and adversely affect our prospects, business advantage, financial condition, and results of operations. 26 Table of Contents If the reputation of our brand erodes significantly, it could have a material impact on our results of operations.
While we are confident in our strategy, we may not be able to sustain free cashflow positive operations in future periods or be profitable in the future. In 2024 and 2023, we incurred operating losses of $2.2 and $10.7 million, respectively.
While we intend that our strategic initiatives to improve operating performance over time, we may not be able to generate positive cash flow on a consistent basis in the future. In fiscal years 2025 and 2024, we incurred operating losses of $3.4 and $2.2 million, respectively.
Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our stock price and trading volume could decline.
Our management and other personnel will need to devote a substantial amount of time to compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly.
Examples of regulatory agencies influencing our operations include the United States Department of Agriculture (the “USDA”), the Food and Drug Administration (the “FDA”), the Federal Trade Commission (the “FTC”), and the Environmental Protection Agency, among others.
Examples of regulatory agencies influencing our operations include the USDA, the FDA, the FTC, and the EPA, among others.
Removed
Consequently, considering our limited operating history, any predictions about our future success or viability may not be accurate. We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy.
Added
The anticipated benefits and estimates of future growth, synergies and optimizations of the Navitas Acquisition may not be realized fully or at all, may take longer to realize than expected or could have other adverse effects that we do not currently foresee.
Removed
Our results may be negatively affected by changes in foreign currency exchange rates. Currently, substantially all of our international purchase and sales contracts are denominated in U.S. dollars and generally do not guarantee long term pricing.
Added
The failure to realize the anticipated benefits and synergies expected from Navitas Acquisition could adversely affect our business, financial condition and operating results. In addition, the integration of Navitas is complex, costly and time consuming, and we have devoted, and will continue to devote, significant management attention and resources to integrating the respective business practices and operations of Navitas.
Removed
Any of our patents, trademarks or other intellectual property rights may be challenged by others or invalidated through administrative process or litigation. Our patent and trademark applications may never be granted. To date, the Company has not applied for patent protection on any of its technology.
Added
Potential difficulties that we may encounter as part of the integration process include the following: ● our inability to successfully combine our business with the business of Navitas in a manner that permits us to achieve, on a timely basis or at all, the enhanced revenue opportunities, cost savings and other benefits anticipated to result from the Navitas Acquisition; ● complexities associated with managing our existing business and Navitas, including difficulty addressing possible differences in operational philosophies and the challenge of integrating the products of Navitas in a seamless manner that minimizes any adverse impact on customers, suppliers, employees and other constituencies; ● the assumption of contractual obligations with less favorable or more restrictive terms; and ● potential unknown liabilities and unforeseen increased expenses or delays associated with the transactions.
Removed
We also cannot be certain that others will not independently develop or otherwise acquire equivalent or superior technology or intellectual property rights.
Added
Any of these issues could adversely affect our ability to maintain relationships with customers, suppliers, employees and other constituencies or achieve the anticipated benefits of the Navitas Acquisition or could negatively impact our earnings or otherwise adversely affect our business and financial results.
Removed
In connection with this withdrawal, we incurred costs associated with inventory obsolescence, quality testing, remedial discounts and replacement orders, and lost sales due to out of stocks.
Added
The integration and transition associated with the Navitas Acquisition may result in the Company incurring significant costs to implement changes to its control over financial reporting following the Navitas Acquisition. The integration of Navitas may result in the Company incurring significant costs, including management time, to integrate and implement changes to its controls over financial reporting.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe believe our leased space is adequate for our current needs and that suitable additional or substitute space would be available if needed. 31 Table of Contents
Biggest changeWe believe our leased space is adequate for our current needs and that suitable additional or substitute space would be available if needed. 36 Table of Contents

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 32 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 32 Item 6. [Reserved] 32 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 33 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 41 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 37 Part II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 37 Item 6. [Reserved] 37 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 38 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 46 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is traded on the NYSE American Market under the symbol “LSF.” The closing price of our common stock as reported by the NYSE American Market on February 21, 2025, was $7.27.
Biggest changeITEM 5. MARKET FOR REGISTRANT ’ S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock is traded on the NYSE American Market under the symbol “LSF.” Holders As of March 23, 2026, there were 35 holders of record of our common stock.
Recent Sales of Unregistered Securities There were no sales of unregistered securities during the year ended December 31, 2024 that were not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Recent Sales of Unregistered Securities There were no sales of unregistered securities during the year ended December 31, 2025 that were not previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K.
Issuer Purchases of Equity Securities We did not repurchase any of our equity securities during the fourth quarter of the fiscal year ended December 31, 2024.
Issuer Purchases of Equity Securities We did not repurchase any of our equity securities during the fourth quarter of the fiscal year ended December 31, 2025.
Holders As of February 26, 2025, there were 42 holders of record of our common stock. This number does not include beneficial owners whose shares are held by nominees in street name.
This number does not include beneficial owners whose shares are held by nominees in street name.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeWe will continue to owe state and local income taxes. 35 Table of Contents Results of Operations Comparison of the years ended December 31, 2024 ( “ FY2024 ” ) and December 31, 2023 ( “ FY2023 ” ) The following table sets forth our results of operations for FY2024 and FY2023, and the percentage increase or decrease between the years presented: Year Ended December 31, $ Percent 2024 2023 Change Change Sales, net $ 43,295,137 $ 34,224,198 $ 9,070,939 27 % Cost of goods sold (25,607,556 ) (23,910,921 ) (1,696,635 ) 7 % Gross profit 17,687,581 10,313,277 7,374,304 72 % Gross margin 40.9 % 30.1 % General and administrative 9,299,009 9,793,360 (494,351 ) (5 )% Sales and marketing 10,561,664 11,218,903 (657,239 ) (6 )% Total operating expenses 19,860,673 21,012,263 (1,151,590 ) (5 )% Operating loss (2,173,092 ) (10,698,986 ) 8,525,894 (80 )% Other income 413,255 551,064 (137,809 ) (25 )% Loss before income taxes (1,759,837 ) (10,147,922 ) 8,388,085 (83 )% Income tax expense (60,324 ) (15,195 ) (45,129 ) 297 % Net loss $ (1,820,161 ) $ (10,163,117 ) $ 8,342,956 (82 )% Year Ended December 31, $ Percent 2024 2023 Change Change Sales, net $ 43,295,137 $ 34,224,198 $ 9,070,939 27 % The increase in net sales in FY2024 was led by e-commerce channel growth of 32% from FY2023, driven by improved subscription revenue and repeat consumer purchases, higher average order values, more efficient promotional strategies.
Biggest changeWe will continue to owe state and local income taxes. 40 Table of Contents Results of Operations Comparison of the years ended December 31, 2025 ( “ FY2025 ” ) and December 31, 2024 ( “ FY2024 ” ) The following table sets forth our results of operations for FY2025 and FY2024, and the percentage increase or decrease between the years presented: Year Ended December 31, $ Percent 2025 2024 Change Change Sales, net $ 49,889,286 $ 43,295,137 $ 6,594,149 15 % Cost of goods sold (30,978,702 ) (25,607,556 ) (5,371,146 ) 21 % Gross profit 18,910,584 17,687,581 1,223,003 7 % Gross margin 37.9 % 40.9 % General and administrative 10,226,645 9,299,009 927,636 10 % Sales and marketing 12,098,039 10,561,664 1,536,375 15 % Total operating expenses 22,324,684 19,860,673 2,464,011 12 % Operating loss (3,414,100 ) (2,173,092 ) (1,241,008 ) 57 % Other income 182,635 413,255 (230,620 ) (56 )% Loss before income taxes (3,231,465 ) (1,759,837 ) (1,471,628 ) 84 % Income tax expense (20,746 ) (60,324 ) 39,578 (66 )% Net loss $ (3,252,211 ) $ (1,820,161 ) $ (1,432,050 ) 79 % Year Ended December 31, $ Percent 2025 2024 Change Change Sales, net $ 49,889,286 $ 43,295,137 $ 6,594,149 15 % The increase in net sales in FY2025 was led by wholesale channel growth of 41% from FY2024, driven primarily by distribution expansion and velocity improvements in grocery and club.
ITEM 7. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K (this "Form 10-K").
ITEM 7. MANAGEMENT ’ S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the consolidated financial statements and related notes thereto included elsewhere in this Annual Report on Form 10-K (this “ Form 10-K ” ).
We review and update these estimates regularly until the incentives or product returns are realized, and the impact of any adjustments are recognized in the period the adjustments are identified. We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to recognize revenue.
We review and update these estimates regularly until the incentives or product returns are realized, and the impact of any adjustments are recognized in the period the adjustments are identified. 44 Table of Contents We do not believe there is a reasonable likelihood there will be a material change in the estimates or assumptions used to recognize revenue.
We owed no federal income taxes during FY2024 or FY2023, and we do not expect to pay federal income taxes in the near future due to our federal net operating loss carryforwards.
We owed no federal income taxes during FY2025 or FY2024, and we do not expect to pay federal income taxes in the near future due to our federal net operating loss carryforwards.
While there is inherent uncertainty in the estimated fair value of the awards, management believes that the expectations and assumptions are reasonable. Recent Accounting Pronouncements See "Recently Issued Accounting Pronouncements" in Note 1 to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information. 40 Table of Contents
While there is inherent uncertainty in the estimated fair value of the awards, management believes that the expectations and assumptions are reasonable. Recent Accounting Pronouncements See “Recently Issued Accounting Pronouncements” in Note 1 to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information. 45 Table of Contents
We believe this experience leads to higher retention rates among repeat customers and subscribers, as evidenced by the fact that repeat customers and subscribers account for over 75% of DTC sales for the years ended December 31, 2024 and 2023.
We believe this experience leads to higher retention rates among repeat customers and subscribers, as evidenced by the fact that repeat customers and subscribers account for over 80% of DTC sales for the years ended December 31, 2025 and 2024.
We have historically financed our operations and capital expenditures through private placements of our common stock, our initial public offering, our prior lines of credit, term loans, and, for the first time in FY2024, from our core operating activities. Our historical uses of cash have primarily consisted of cash used in operating activities and working capital needs.
We have historically financed our operations and capital expenditures through private placements of our common stock, our initial public offering, our prior lines of credit, term loans, and from our core operating activities. Our historical uses of cash have primarily consisted of cash used in operating activities and working capital needs.
As of December 31, 2024, the Company had fixed lease obligations of $0.2 million, of which $0.1 million is payable within the next twelve months. • As of December 31, 2024, $5.8 million of current liabilities were accrued related to short-term operating activities and personnel costs, excluding the current lease obligation mentioned above. • Advertising and marketing expenditures were $6.7 million in FY2024 and $7.9 million in FY2023.
As of December 31, 2025, the Company had fixed lease obligations of $0.2 million, of which $0.1 million is payable within the next twelve months. • As of December 31, 2025, $7.6 million of current liabilities were accrued related to short-term operating activities and personnel costs, excluding the current lease obligation mentioned above. • Advertising and marketing expenditures were $7.7 million in FY2025 and $6.7 million in FY2024.
Our e-commerce channel consists of (i) our Direct-to-consumer ("DTC") business, which includes sales through lairdsuperfood.com and pickybars.com , and (ii) Amazon. For the years ended December 31, 2024 and 2023, the e-commerce channel made up 59% and 57% of our net sales, respectively. Lairdsuperfood.com and pickybars.com offer an authentic brand experience for our consumers that drive engagement through educational content.
Our e-commerce channel consists of (i) our Direct-to-consumer (“DTC”) business, which includes sales through lairdsuperfood.com and pickybars.com , and (ii) Amazon. For the years ended December 31, 2025 and 2024, the e-commerce channel made up 50% and 59% of our net sales, respectively. Our websites offer an authentic brand experience for our consumers that drive engagement through educational content.
Net sales increased to $43.3 million for the year ended December 31, 2024, from $34.2 million for the year ended December 31, 2023. Wholesale net sales 2024 increased by 19% compared to 2023 driven by velocity improvement and distribution expansion in grocery, as well as more efficient promotional spend.
Net sales increased to 15% to $49.9 million for the year ended December 31, 2025, from $43.3 million for the year ended December 31, 2024. Wholesale net sales the year ended December 31, 2025 increased by 41% compared to the same period in 2024 driven by velocity improvement and distribution expansion in grocery, as well as more efficient promotional spend.
While we expect to continue to invest in these activities as part of the strategic expansion of sales volume, we will continue to optimize our marketing investments to reflect strategic shifts in spending and to improve the efficacy of future customer acquisition costs.
While we expect to continue to invest in these activities as part of the strategic expansion of sales volume, we will continue to optimize our marketing investments to reflect strategic shifts in spending and to improve the efficacy of future customer acquisition costs. • The prices of various commodities, such as coffee and coconut, have increased in the last twelve months.
The impairment is the excess of the carrying value over the fair value of the asset. 39 Table of Contents Stock Incentive Plan Compensation cost relating to share-based payment transactions is measured based on the grant date fair value of the equity or liability instruments issued.
For assets held for sale, we compare the carrying value of the disposal group to fair value. The impairment is the excess of the carrying value over the fair value of the asset. Stock Incentive Plan Compensation cost relating to share-based payment transactions is measured based on the grant date fair value of the equity or liability instruments issued.
Our pace of growth will be partially affected by the cadence and magnitude of new product launches over time. 34 Table of Contents Ability to Expand Gross Margins Our overall profitability will be impacted by our ability to expand gross margins through effective sourcing of raw materials, controlling input and shipping costs, controlling the impacts of inflationary market factors, as well as managing co-packer relationships.
Ability to Expand Gross Margins Our overall profitability will be impacted by our ability to expand gross margins through effective sourcing of raw materials, controlling input and shipping costs, controlling the impacts of inflationary market factors, as well as managing co-packer relationships.
The decrease in FY2024 as compared to FY2023 was primarily driven by declining interest rates on our interest-bearing cash accounts in FY2024. Year Ended December 31, $ Percent 2024 2023 Change Change Income tax expense $ (60,324 ) $ (15,195 ) $ (45,129 ) 297 % Income tax expense consists of state and local income taxes.
The decrease in FY2025 as compared to FY2024 was primarily driven by declining interest rates and lower average cash balances held in our interest-bearing cash accounts. Year Ended December 31, $ Percent 2025 2024 Change Change Income tax expense $ (20,746 ) $ (60,324 ) $ 39,578 (66 )% Income tax expense consists of state and local income taxes.
In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans.
In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms, or at all.
Our primary products include (i) coffee creamers, (ii) hydration and beverage enhancing products, (iii) harvest snacks and other food items, and (iv) coffee, tea, and hot chocolate products.
Our primary products include: (i) coffee creamers, (ii) coffee, tea, and hot chocolate products, (iii) hydration and beverage enhancing products, and (iv) snacks and other food items. Following the Navitas Acquisition, our products now also include healthy baking products, wellness staples and functional snacks.
As of December 31, 2024, we had access to $1.2 million of advances under the Factoring Agreement, of which none had been utilized. We have no significant unused sources of liquid assets outside of our working capital.
As of December 31, 2025, we had access to $2.0 million of advances under the Factoring Agreement, of which none had been utilized.
Ability to Expand Our Product Lines Our goal is to expand our product lines over time to increase our growth opportunity and reduce product-specific risks through diversification into multiple products, each designed around daily use.
The pace of our growth will be affected by our ability to maintain and establish long-term relationships with existing and new customers to drive repeat orders. 39 Table of Contents Ability to Expand Our Product Lines Our goal is to expand our product lines over time to increase our growth opportunity and reduce product-specific risks through diversification into multiple products, each designed around daily use.
However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms, or at all. 38 Table of Contents Segment Information We have one operating segment and one reportable segment, for which our Chief Operating Decision Maker, our Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.
Segment Information We have one operating segment and one reportable segment, for which our Chief Operating Decision Maker, our Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.
Year Ended December 31, $ Percent 2024 2023 Change Change Gross profit $ 17,687,581 $ 10,313,277 $ 7,374,304 72 % Gross margin expanded to 40.9% in FY2024 compared to 30.1% in FY2023.
Year Ended December 31, $ Percent 2025 2024 Change Change Gross profit $ 18,910,584 $ 17,687,581 $ 1,223,003 7 % Gross margin contracted to 37.9% in FY2025 from 40.9% in FY2024.
Ability to Drive Repeat Usage of Our Products Repeat customers who consistently re-order our products are critical to our business. The pace of our growth will be affected by our ability to maintain and establish long-term relationships with existing and new customers to drive repeat orders.
Ability to Drive Repeat Usage of Our Products Repeat customers who consistently re-order our products are critical to our business.
For the years ended December 31, 2024 and 2023, wholesale channel sales made up 41% and 43% of our net sales, respectively. Laird Superfood products are sold through various retail outlets, including conventional, natural and specialty grocery, and club.
Laird Superfood products are sold through various retail outlets, including conventional, natural and specialty grocery, and club.
As of December 31, 2024 and December 31, 2023, we had $8.5 million and $7.7 million, respectively, of cash-on-hand, and total net working capital of $12.0 million at the end of each year. We are party to the Factoring Agreement, pursuant to which we agreed to sell certain trade accounts receivable to the Purchaser from time to time.
As of December 31, 2025 and December 31, 2024, we had $5.3 million and $8.5 million, respectively, of cash-on-hand. We had total net working capital of $11.1 million and $12.0 million as of December 31, 2025 and 2024, respectively.
Sales and marketing expense in FY2024 decreased from FY2023 primarily due to improved efficiencies in media spending and lower personnel costs. Year Ended December 31, $ Percent 2024 2023 Change Change Other income $ 413,255 $ 551,064 $ (137,809 ) (25 )% Other income is composed of interest income and expense, rental income, and other non-operating gains and losses.
Year Ended December 31, $ Percent 2025 2024 Change Change Other income $ 182,635 $ 413,255 $ (230,620 ) (56 )% Other income is composed of interest income and expense, rental income, and other non-operating gains and losses.
We will continue to seek opportunities to optimize spending, expand gross margins, and free up cash flow through efficient working capital management.
We may incur additional operating losses as we execute our strategy to invest in the growth of our business, reinvesting any incremental profit into future top-line sales growth while holding cash reserves largely flat. We will continue to seek opportunities to optimize spending, expand gross margins, and free up cash flow through efficient working capital management.
The diversity of our retail outlets represents a strong competitive advantage for Laird Superfood and provides us with a larger total addressable market than would be considered normal for a food brand that is singularly focused on the grocery market. 33 Table of Contents Recent Developments On May 4, 2024, we entered into to an accounts receivable factoring agreement (the “Factoring Agreement”) with Alterna Capital Solutions LLC (the “Purchaser”), pursuant to which we agreed to sell certain trade accounts receivable (the “Purchased Accounts”) to the Purchaser from time to time.
The diversity of our retail outlets represents a strong competitive advantage for Laird Superfood and provides us with a larger total addressable market than would be considered normal for a food brand that is singularly focused on the grocery market. 38 Table of Contents Recent Developments The Navitas Acquisition On March 12, 2026 (the “Closing Date”), we completed the acquisition of Navitas LLC, a Delaware limited liability company (“Navitas”), pursuant to that certain securities purchase agreement, dated December 21, 2025 (the “Acquisition Agreement”) by and among the Company, Encore Consumer Capital Fund II, LP (“Encore”), The Ira and Joanna Haber Family Trust, Dated October 5, 2015 (the “Haber Family Trust”), and Advantage Capital Agribusiness Partners, L.P.
Variable consideration related to these programs is recorded as a reduction to revenue based on amounts that we expect to pay. The transaction price contains estimates of known or expected variable consideration. We base these estimates on current performance, historical utilization, and projected redemption rates of each program.
We base these estimates on current performance, historical utilization, and projected redemption rates of each program.
Cash Flows The following table shows a summary of our cash flows for the periods presented: Year Ended December 31, Cash flows provided by (used in): 2024 2023 Operating activities $ 865,502 $ (10,765,881 ) Investing activities (24,776 ) 690,307 Financing activities (33,380 ) (27,422 ) Net change in cash, cash equivalents, and restricted cash $ 807,346 $ (10,102,996 ) Cash Flows from Operating Activities Positive cash flows from operating activities in FY2024 were the result of strategic cost reduction efforts over the last two years which enabled us to reduce our net loss from $10.2 million in FY2023 to $1.8 million in FY2024.
Cash Flows The following table shows a summary of our cash flows for the periods presented: Year Ended December 31, Cash flows provided by (used in): 2025 2024 Operating activities $ (2,785,416 ) $ 865,502 Investing activities (76,455 ) (24,776 ) Financing activities (331,681 ) (33,380 ) Net change in cash, cash equivalents, and restricted cash $ (3,193,552 ) $ 807,346 Cash flows used in operating activities in FY2025 were working capital driven; accounts receivable increased driven by the timing of large customer shipments at the end of the year which were collected in the first quarter of 2026, and inventory increased due to strategic investment early in the year to avoid anticipated tariff costs.
Cash Flows from Financing Activities Cash used in financing activities consisted of taxes withheld on net stock issuances, stock issuance costs incurred in connection with a Registration Statement on Form S-3 that was filed in FY2024, offset by cash collected from stock option exercises.
These net issuance withholdings, in both years, were offset in part by cash collected from stock option exercises, and fiscal year 2024 also included stock issuance costs incurred in connection with a Registration Statement on Form S-3 that was filed in FY2024. 42 Table of Contents Liquidity and Capital Resources As of December 31, 2025, we had incurred accumulated net losses of $111.4 million, including operating losses of $3.4 million and $2.2 million for FY2025 and FY2024, respectively.
The increase in gross profit and expansion of gross margin in FY2024 was driven by growth in sales volume, offset by the full benefit realization of the transition to a third-party co-manufacturing model, favorable product costs, settlement recoveries, and a reduction in trade discounts due to a pullback in inefficient trade spend. 36 Table of Contents Year Ended December 31, $ Percent 2024 2023 Change Change Operating expenses General and administrative $ 9,299,009 $ 9,793,360 $ (494,351 ) (5 )% Sales and marketing 10,561,664 11,218,903 (657,239 ) (6 )% Total operating expenses $ 19,860,673 $ 21,012,263 $ (1,151,590 ) (5 )% General and administrative expense in FY2024 decreased from FY2023 primarily due to a $0.5 million decrease in insurance expense.
The increase in gross profit in FY2025 was driven by sales volume growth, offset in part by increased procurement costs related to commodity cost inflation and tariffs which drove the gross margin contraction. 41 Table of Contents Year Ended December 31, $ Percent 2025 2024 Change Change Operating expenses General and administrative $ 10,226,645 $ 9,299,009 $ 927,636 10 % Sales and marketing 12,098,039 10,561,664 1,536,375 15 % Total operating expenses $ 22,324,684 $ 19,860,673 $ 2,464,011 12 % General and administrative expense in FY2025 increased from FY2024 primarily driven by $0.7 million impairment charges related to long-lived intangible assets and $1.1 million of professional fees incurred in connection with the Navitas Acquisition.
Our long-term goal is to build and scale a widely recognized brand that authentically focuses on natural ingredients, nutritional density, and functionality, which we believe will allow us to maximize penetration of a multi-billion-dollar opportunity in the grocery market. We generate revenue through two channels: e-commerce and wholesale.
Over the long term, we seek to build a widely recognized superfood brand grounded in authenticity, functionality, and a commitment to supporting a healthy and sustainable future for consumers and the environment. We generate revenue through two channels: e-commerce and wholesale.
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Overview Laird Superfood creates clean, functional, and sustainability-conscious products, many of which incorporate adaptogens which may be beneficial in reducing stress, improving energy levels, enhancing mental performance, mood regulation, and immune system support.
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Overview Laird Superfood develops and markets great-tasting, high-quality food and beverage products designed to support health, convenience, and everyday use. Our product portfolio emphasizes natural ingredients, nutrient density, and functional attributes, and includes offerings that incorporate adaptogens and other functional ingredients commonly associated with supporting stress management, energy, mental focus, and overall wellness.
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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.
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E-commerce channel sales for 2025 decreased by 3% year over year driven by softness in sales through our websites, offset in part by growth of sales through Amazon. For the years ended December 31, 2025 and 2024, wholesale channel sales made up 50% and 41% of our net sales, respectively.
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E-commerce channel sales for 2024 increased by 32% year over year driven by growth in subscription revenue and repeat consumer purchases, higher average order values, and the prior year impact of out-of-stock issues related to the product quality withdrawal issue in Q1 of 2023 as we rebuilt our inventory throughout 2023.
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(“Advantage Capital,” together with Encore and the Haber Family Trust, the “Sellers”). Pursuant to the terms of the Acquisition Agreement, following the receipt of approval from our stockholders, we acquired (i) all of the issued and outstanding units of Navitas from the Sellers and (ii) all of the issued and outstanding capital stock of Global Superfoods Corp.
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The Factoring Agreement provides for the Company to have access to up to $2.0 million (the “Maximum Amount”) on a revolving basis, measured by the aggregate amount advanced for the unpaid balance of all Purchased Accounts from time to time.
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(“GSC”), from Encore for a purchase price of $38.5 million in cash, subject to customary purchase price adjustments, including a working capital adjustment (the “Navitas Acquisition”). GSC is a holding company with no operations whose purpose is to hold units of Navitas.
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Upon receipt of the upfront purchase price for any Purchased Accounts, the Company will have sold and assigned all of its rights in such Purchased Accounts and all proceeds thereof.
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The Nexus Investment On the Closing Date and concurrently with the closing of the Navitas Acquisition, we completed the transactions contemplated by that certain investment agreement, dated December 21, 2025 (the “Investment Agreement”), entered into by and among the Company, Gateway Superfood NSSIII Investment, LLC (“Gateway III”), and Gateway Superfood NSSIV Investment, LLC (“Gateway IV” and together with Gateway III, the “Investor”), with the Investor being an affiliate of Nexus Capital Management LP (“Nexus”), pursuant to which the Investor purchased an aggregate of 50,000 initial shares (the “Initial Shares”) of Series A Preferred Stock (“Series A Preferred Stock”) at a purchase price of $1,000 per share for gross proceeds of $50.0 million at closing (the “Nexus Investment”).
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The upfront purchase price for a Purchased Account is up to 70% of the face amount thereof and the remaining portion is payable only if and when the Purchaser receives payment from account debtors exceeding the aggregate unadvanced face amount of the unpaid balance of all Purchased Accounts from time to time, plus all amounts due on accounts ineligible to be purchased, plus all accrued fees and expenses.
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The net proceeds from the Nexus Investment were subsequently used to complete the transactions contemplated by the Acquisition Agreement (the Nexus Investment together with the Navitas Acquisition, the “Transactions”).
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The proceeds from the Factoring Agreement will be used to fund general working capital needs.
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For additional information regarding the Investment Agreement, see the information under the heading “ Liquidity and Capital Resources .” Board Appointments We approved changes to our Board in connection with the Transactions.
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Additionally, on September 15, 2023, we entered into a settlement agreement (the “2023 Settlement Agreement”) with a supplier (the “Supplier”) to recover losses incurred in connection with the product quality issue with coconut milk powder that we experienced in 2023, pursuant to which the Supplier was obligated to, among other things, pay the Company $50,000 and provide a discount to the Company on the sale of future products of up to $950,000.
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As of the Closing Date, the number of directors serving on the Board was increased to nine, and we appointed Doug Behrens, Michael Cohen, Kayla Dean Obia, and Kristin Patrick as representatives nominated by Nexus (the “Nexus Designees”), with Grant LaMontagne remaining on the Board and being considered the fifth Nexus Designee.
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On February 27, 2024, we filed a complaint against the Supplier in the District Court of Boulder, Colorado alleging that the Supplier breached the 2023 Settlement Agreement by failing to deliver acceptable coconut milk powder (the “Litigation”).
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In the future, the number of Nexus Representatives will adjust proportionately to Nexus’s ownership thresholds, subject to applicable law and stock exchange rules.
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As a result of the Litigation, on July 30, 2024, the Company entered into an additional settlement agreement with the Supplier, pursuant to which, among other things, the Supplier agreed to remit cash payment to us of approximately $500,000 (the “2024 Settlement Agreement”). As of December 31, 2024, we had collected this settlement in full.
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Our pace of growth will be partially affected by the cadence and magnitude of new product launches over time.
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Net sales from our wholesale channel likewise grew during FY2024 by 19% from FY2023, reflecting improved product velocities in retail outlets, distribution expansion, and more efficient promotional spend.
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This was partially offset by softness in the DTC channel driven by lower new customer sales.
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Year Ended December 31, $ Percent 2024 2023 Change Change Cost of goods sold $ (25,607,556 ) $ (23,910,921 ) $ (1,696,635 ) 7 % The increase in cost of goods sold in FY2024 was driven by growth in sales volume, offset by the full benefit realization of the transition to a variable cost third-party co-manufacturing business model, lower raw material costs due to a shift to the direct procurement of key raw materials, as well as recoveries of costs previously incurred in connection with the quality event that we experienced in FY2023 as a result of the 2023 Settlement Agreement.
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Year Ended December 31, $ Percent 2025 2024 Change Change Cost of goods sold $ (30,978,702 ) $ (25,607,556 ) $ (5,371,146 ) 21 % The increase in cost of goods sold in FY2025 was driven by growth in sales volume, as well as inflationary product costs and tariff costs.
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Our $1.8 million net loss included expenses of $1.6 million related to stock-based compensation, which has increased in FY2024 compared to FY2023 as a result of our stock performance, and $1.0 million of other non-cash expenses including inventory obsolescence costs, and depreciation and amortization.
Added
These increases were partially offset by reductions in ongoing general and administrative expenses, including insurance, dues and subscription fees, and professional fees relating to matters other than the Navitas Acquisition.
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Cash Flows from Investing Activities Cash used in investing activities consisted of purchases of property, plant, and equipment in FY2024. Cash provided by investing activities in FY2023 was primarily related to the sales of equipment in connection with the closure of our manufacturing facilities in Sisters, Oregon at the beginning of FY2023.
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Sales and marketing expense in FY2025 increased from FY2024 driven primarily by increased investments in paid medial, advertising, and retail marketing initiatives, and, to a lesser extent, by higher selling fees resulting from increased sales volume.
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Cash used in FY2023 related to taxes withheld on net settlement of stock issuances. 37 Table of Contents Liquidity and Capital Resources As of December 31, 2024, we had incurred accumulated net losses of $108.1 million, including operating losses of $2.2 million and $10.7 million for FY2024 and FY2023, respectively.
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Cash used in investing activities consisted of purchases of property, plant, and equipment in FY2025 and FY2024. Cash used in financing activities increased in fiscal year 2025 compared to fiscal year 2024 driven by increased payroll taxes withheld on net stock issuances.
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While we may incur additional operating losses as we execute our strategy to invest in the growth of our business while maintaining our cash reserves, we believe that the strategic business transformation that we have undertaken over the last two years is reflected in our significant gross margin expansion, optimized investments in trade and marketing, lower selling, general, and administrative spending, and reduced cash burn.
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We are party to the Factoring Agreement, pursuant to which we agreed to sell certain trade accounts receivable to the Purchaser from time to time.
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Additionally, on September 15, 2023, we entered into the 2023 Settlement Agreement with the Supplier to recover losses incurred in connection with the product quality issue with coconut milk powder that we experienced in 2023, pursuant to which the Supplier was obligated to, among other things, pay the Company $50,000 and provide a discount to the Company on the sale of future products of up to $950,000.
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These inflationary pressures have impacted our working capital and our margins. Should this trend continue, our margins could be further impacted. • In the third quarter of 2025, we decided that we will be discontinuing the Picky Bars brand in the second quarter of 2026, in order to re-deploy our monetary and human capital into growing the Laird Superfood brand.
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On February 27, 2024, we filed a complaint against the Supplier in the District Court of Boulder, Colorado alleging that the Supplier breached the 2023 Settlement Agreement by failing to deliver acceptable coconut milk powder. Both parties disputed liability.
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In connection with this decision, we recognized impairment charges of $0.7 million in the year ended December 31, 2025. While we have plans to re-deploy our investment dollars into the Laird Superfood brand and do not expect the discontinuation to have a material impact on our long-term results, we expect future sales of Picky Bars products will decline.
Removed
As a result of the Litigation, on July 30, 2024, the Company entered into the 2024 Settlement Agreement, pursuant to which, among other things, the Supplier agreed to remit cash payment to us of approximately $500,000. As of December 31, 2024, we had collected such payment pursuant to the 2024 Settlement Agreement in full.
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Following fiscal year end, on March 12, 2026, we completed the Transactions, pursuant to which (i) the Investor purchased the Initial Shares of Series A Preferred Stock at a purchase price of $1,000 per share for gross proceeds of $50.0 million at closing and (ii) the Company acquired Navitas for a purchase price of $38.5 million in cash, subject to customary purchase price adjustments, including a working capital adjustment.
Removed
For assets held for sale, we compare the carrying value of the disposal group to fair value.
Added
Pursuant to the Investment Agreement, the Company has the option, following the Closing Date until 270 days following the Closing Date (or, if on such 270 th day the Company is engaged in discussions with one or more counterparties regarding a potential acquisition or other strategic transaction, 360 days), to require the Investor to purchase up to an aggregate of 60,000 additional shares of Series A Preferred Stock (the issuance of the Initial Shares and the Additional Shares, the “Preferred Stock Issuance”) at $1,000 per share, provided that any funding of Additional Shares must be for a minimum of $25.0 million and be used to fund substantially concurrent strategic transactions approved by a majority of the disinterested directors of the Board.
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Among other things, the Transactions allow for opportunistic expansion of the Company’s product portfolio through potential strategic alternatives available to the Company, including potential mergers or acquisitions of other assets or entities that are synergistic to our business, and for increased financing opportunities, as the amount of the Company’s assets available to be used as collateral for future financing arrangements would be increased. 43 Table of Contents We continue to monitor macroeconomic trends and uncertainties such inflation of commodity costs, the effects of tariffs, and the potential imposition of modified or additional tariffs, which may have adverse effects on net sales and margins.
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As a result of the tariffs announced by the U.S. presidential administration, and potential tariff modifications or the imposition of tariffs or export controls by other countries, we have experienced some commodity cost volatility and anticipate that there could be increased supply chain challenges and consumer and economic uncertainty due to rapid changes in global trade policies in the future.
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Based on preliminary analysis of the potential effects of the announced tariffs and these other factors, we do not expect these factors to result in a material negative effect on our net sales or profitability in the near future.
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To date, we have elected to acquire additional inventory in advance of anticipated future tariff implementations, which has impacted our cash balances as of December 31, 2025, but which is not expected to meaningfully impact our cash balances long-term.
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However, we are continuing to evaluate these factors and their potential effects as well as our ability to potentially offset all or a portion of cost increases through pricing actions and cost savings efforts for fiscal year 2026 planning.
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Economic pressures on customers and consumers, including the challenges of high inflation and the effects of increased tariffs, may negatively affect our net sales and profitability in the future.
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We have no significant unused sources of liquid assets outside of our working capital, aside from any potential future proceeds from the issuance of the Additional Shares following the Nexus Investment.
Added
Variable consideration related to these programs is recorded as a reduction to revenue based on amounts that we expect to pay. The Company’s contracts with customers typically require payment either in advance of the transfer of goods or services or within customary commercial timeframes following invoicing.
Added
As a result, the period between performance and payment is not significant, and the Company has concluded that its contracts do not contain a significant financing component. The transaction price contains estimates of known or expected variable consideration, including whether the variable consideration is constrained.

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