LAIRD SUPERFOOD, INC. : Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits (form 8-K)

Item 3.02 Unregistered Sales of Equity Securities.

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

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

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

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

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

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

  •   fix the number of authorized shares of common stock at 100,000,000 shares;




    •     authorize 5,000,000 shares of undesignated preferred stock that may be
          issued from time to time by the Board in one or more series;




    •     eliminate all references to the previously existing series of preferred
          stock;




    •     eliminate the ability of the Company's shareholders to call special
          meetings of shareholders or take action by written consent in lieu of a
          meeting; and




    •     require the approval of two-thirds of the then outstanding voting power
          of the Company's capital stock for certain amendments to the Amended and
          Restated Certificate or to adopt, amend, alter or repeal the Company's
          bylaws, or adopt any provision inconsistent with the bylaws.

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

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

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

Item 8.01 Other Events.

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits




Exhibit
  No.       Description

 3.1          Amended and Restated Certificate of Incorporation of Laird
            Superfood, Inc.

 3.2          Amended and Restated Bylaws of Laird Superfood, Inc.

99.1          Press release dated September 25, 2020.

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