Laird Superfood Acquires Navitas for $38.5M in Cash

Laird Superfood announced that it has entered into an agreement to acquire all of the outstanding equity of Navitas for a purchase price of $38.5M in cash, subject to customary purchase price adjustments. The Navitas acquisition is expected to be funded through the private placement of $50M of Series A Convertible Preferred Stock to affiliates of Nexus Capital Management. The Nexus investment is subject to approval by Laird's stockholders and the satisfaction of other customary closing conditions. The parties expect to consummate the transactions in the first quarter of 2026. Nexus has agreed to purchase an initial 50,000 shares of Series A Preferred Stock at a purchase price of $1,000 per share for gross proceeds of $50M. In addition, Laird has the option, for up to one year following the closing and subject to certain conditions, to require Nexus to purchase, upon the same terms, up to an additional 60,000 shares of Series A Preferred Stock, the proceeds of which must be used for strategic transactions. The Nexus investment is expected to close substantially concurrently with the closing of the Navitas acquisition, subject to customary closing conditions and approval of the Laird stockholders. Certain of Laird's stockholders, directors and executive officers have entered into voting and support agreements agreeing to vote their shares of Laird common stock in favor of the issuance of the Series A Preferred Stock and against alternative transactions or proposals at a special meeting of stockholders. The Series A Preferred Stock has a conversion price of $3.57. The Series A Preferred Stock will have a cumulative and compounding dividend at a rate of 5% per annum, and vote on an as-converted basis with the common stock. At the closing of the Transactions, based on the number of shares of Laird common stock outstanding as of December 19, Nexus's equity interest in Laird would represent, on a diluted basis for in-the-money instruments at $2.20 per share, approximately 53.5% of Laird's issued and outstanding stock. The board of directors of Laird will be reconstituted at closing to comprise nine members, including five Nexus director designees.