What the changes say
- Laird Superfood acquired Navitas, resulting in Nexus taking a controlling 56.2% to 73.9% stake in the company.
- Financial losses continued, with operating losses widening to $3.4 million in 2025.
What changed since the prior 10-K
New
- NewRisks 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
Integrating Navitas may fail to deliver anticipated benefits and synergies, consuming significant management time and resources.
- NewRisks Relating to Our Business
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
Integrating Navitas may incur significant costs and strain management while modifying internal financial controls.
- NewRisks Relating to Our Business
Nexus controls the Company and its interests may conflict with the interests of our other stockholders
Nexus holds Series A Preferred Stock convertible into a 56.2% or up to 73.9% stake, giving it control over major corporate votes.
- NewRisks Relating to Our Business
Nexus has certain director appointment rights, which limits the ability of other stockholders to affect the outcome of director elections
Nexus appointed five directors to a nine-member board, reducing the influence of pre-transaction directors and minority stockholders.
- NewRisks Relating to Our Business
Nexus has certain limited consent rights that could prevent us from taking certain corporate actions
Nexus holds limited consent rights that can block certain anti-takeover provisions, poison pills, and the issuance of senior securities.
- NewRisks Relating to Our Business
Our status as a controlled company may permit us to rely on exemptions from certain of the NYSE American ’ s corporate governance requirements, which could reduce protections for minority stockholders
Laird qualifies as a controlled company under NYSE American rules, allowing it to bypass board and committee independence requirements.
- NewRisks 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
Substantial sales of common stock following the Navitas acquisition and Series A conversion could depress the stock price.
Dropped
- DroppedRisks Relating to the Ownership of Our Common Stock
We are an “emerging growth company,” and the reduced disclosure requirements applicable to emerging growth companies may make our common stock less attractive to investors
- DroppedRisks Relating to the Ownership of Our Common Stock
exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved
- DroppedRisks Relating to the Ownership of Our Common Stock
We cannot predict whether investors will find our common stock less attractive if we rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile
Reworded
- 57% rewrittenRisks Relating to Our Limited Operating History, Financial Position and Capital Needs
We have a history of losses, and we may be unable to sustain profitability and positive cash flows from operating activities
Updated 2025 operating loss figure to $3.4 million and net cash usage to $3.2 million, replacing 2024 data.
- 54% rewrittenRisks Relating to Our Business
Adverse developments affecting the financial services industry, such as recent bank failures or concerns involving liquidity, may have a material effect on the Company ’ s operations
Removed specific historical references to the Silicon Valley Bank and Signature Bank failures of March 2023.
- 50% rewrittenRisks Relating to Our Business
less developed infrastructure
Maintained identical text regarding international expansion hurdles and Foreign Corrupt Practices Act compliance.
- 40% rewrittenRegulatory Risks
Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could adversely affect our business and results of operations
Abbreviated Environmental Protection Agency to EPA while retaining USDA, FDA, and FTC references.
- 38% rewrittenRisks Relating to Our Limited Operating History, Financial Position and Capital Needs
effectively source key raw materials
Removed references to achieving positive cash flow during the year ended December 31, 2024.
- 36% rewrittenRisks Relating to Our Business
We depend on third parties for manufacturing and distribution
Updated the concentration of inventory held by two partners from 71% to 72% as of December 31, 2025.
All 63 risk factors
Headings as the filing states them, in filing order.
Risks Relating to Our Limited Operating History, Financial Position and Capital Needs
- 01We are an early-stage company and have incurred significant losses since our inception. We may continue to incur losses for the foreseeable future
- 02We may need additional funding in order to grow our business
- 03finance capital expenditures and general and administrative expenses
- 04the effect of competing market developments
- 05Our limited operating history may make it difficult to assess our future viability
- 06effectively source key raw materials38% rewritten
- 07We may be unable to manage our future growth effectively, which could make it difficult to execute our business strategy
- 08successfully hire, train, and motivate employees, including additional personnel for our technological, sales and marketing efforts
- 09We have a history of losses, and we may be unable to sustain profitability and positive cash flows from operating activities57% rewritten
- 10Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud
Risks Relating to Our Business
- 11We may not be able to effectively integrate the businesses of Navitas, or realize the anticipated benefits and synergies expected from the Navitas AcquisitionNew
- 12The 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 AcquisitionNew
- 13Nexus controls the Company and its interests may conflict with the interests of our other stockholdersNew
- 14Nexus has certain director appointment rights, which limits the ability of other stockholders to affect the outcome of director electionsNew
- 15Nexus has certain limited consent rights that could prevent us from taking certain corporate actionsNew
- 16Our status as a controlled company may permit us to rely on exemptions from certain of the NYSE American ’ s corporate governance requirements, which could reduce protections for minority stockholdersNew
- 17We depend on third parties for manufacturing and distribution36% rewritten
- 18Competition in the food and beverage retail industry, especially online competition, is strong and presents an ongoing threat to the success of our business
- 19We may not be able to successfully implement our growth strategy for our brand on a timely basis or at all
- 20attract, retain, and motivate qualified personnel
- 21Our Laird Superfood products are new, and our industry is rapidly evolving
- 22We are subject to the risks associated with conducting business operations outside of the U.S., which could adversely affect our business
- 23less developed infrastructure50% rewritten
- 24Our results may be negatively affected by changes in foreign currency exchange rates
- 25We may be unable to adequately protect our brand and our other intellectual property rights
- 26We may not be able to enforce our intellectual property rights throughout the world
- 27Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade secrets
- 28A 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
- 29We may be subject to significant liability that is not covered by insurance
- 30We rely on independent certification for a number of our products
- 31Our future results of operations may be adversely affected by the availability of Non-GMO and organic ingredients
- 32Adverse weather conditions, fires, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business
- 33Climate change may negatively affect our business and operations
- 34We 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
- 35Our future results of operations may be adversely affected by volatile commodity costs
- 36We rely on our founders, Laird Hamilton and Gabrielle Reece
- 37If the reputation of our brand erodes significantly, it could have a material impact on our results of operations
- 38We sell a substantial portion of our products through retailers such as Costco, through distributors such as United Natural Foods, Inc. and KeHE Distributors, and online through Amazon, and we depend on these third parties to sell our products to consumers
- 39Our customer acquisition costs may increase, and our customer lifetime values may decrease, harming our margins and results
- 40Our customers generally are not obligated to continue purchasing products from us
- 41Our financial success depends on our ability to successfully predict changes in consumer preferences and develop successful new products and marketing strategies in response
- 42increasing awareness of the environmental and social effects of product production, including agricultural production by food manufacturers and their suppliers
- 43Consumer preferences for natural and organic food products are difficult to predict and may change
- 44Technology failures or security breaches could disrupt our operations and negatively impact our business
- 45Economic downturns could limit consumer demand for our products and negatively affect our sales and profitability
- 46Adverse developments affecting the financial services industry, such as recent bank failures or concerns involving liquidity, may have a material effect on the Company ’ s operations54% rewritten
Regulatory Risks
- 47Our products and operations are subject to government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could adversely affect our business and results of operations40% rewritten
- 48product import and export
- 49total or partial suspension of production
- 50Regulatory enforcement concerning marketing and labeling of food or dietary supplement products could adversely affect our business and reputation
- 51Our reputation could suffer from real or perceived issues involving regulatory enforcement or litigation concerning the marketing or labeling of our products
- 52We may be subject to specific FTC endorsement and/or testimonial regulations that would interfere with our advertising, marketing, and labeling strategies
- 53We may face scrutiny from evolving state regulations concerning health, safety, our supply chain, and marketing
Risks Relating to the Ownership of Our Common Stock
- 54Sales of substantial amounts of shares of our common stock, including shares issuable upon conversion of the Series A Preferred Stock, could depress our stock priceNew
- 55The 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
- 56the size of our market float
- 57We 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
- 58If 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
- 59We may not be able to maintain a listing of our common stock on the NYSE American
- 60Economic and business factors could result in impairment of intangible assets
- 61Provisions in our governing documents under Nevada law could discourage a takeover that shareholders may consider favorable
- 62Since 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
- 63This 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
Other Laird Superfood 10-Ks
- FY2024 10-K risk factors59 risks
Laird Superfood faces intense competition in the natural and organic food and beverage industry. The company relies heavily on third-party co-manufacturers, distributors like UNFI and KeHE, and retailers like Costco and Amazon. Key product lines rely on raw materials like coconut milk powder and organic coconut sugar sourced internationally. The business depends on founders Laird Hamilton and Gabrielle Reece for brand identity.
Filed Feb 26, 2025
About this page
The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.