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BOULDER, Colo., USA – Laird Superfood, Inc. (NYSE American: LSF) hasannounced that it has entered into an agreement to acquire all of the outstanding equity of Navitas LLC (“Navitas”) for a purchase price of $38.5 million in cash, subject to customary purchase price adjustments (the “Navitas Acquisition”).
The Navitas Acquisition is expected to be funded through the private placement (the “Nexus Investment” and, collectively with the Navitas Acquisition, the “Transactions”) of $50.0 million of Series A Convertible Preferred Stock (the “Series A Preferred Stock”) to affiliates of Nexus Capital Management, LP (“Nexus”). 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.
“This acquisition represents a meaningful step forward in our strategy to build a scaled, diversified platform in functional nutrition,” said Jason Vieth, Chief Executive Officer of Laird Superfood. “Navitas is a pioneering brand that shares our unwavering commitment to high-quality, clean-ingredient, functional nutrition. We believe that the Navitas brand and portfolio of organic superfoods is a great complement to Laird Superfood, and propels us forward in our strategic goal of building a scaled platform of healthful food and beverage brands.”
“We are pleased with the opportunity to combine with Laird Superfood,” said Ira Haber, Chief Executive Officer of Navitas. “The highly complementary nature of our product portfolios and our shared focus on health and wellness minded consumers make this a natural fit. We believe bringing together two mission-driven brands with a common commitment to clean, high-quality nutrition positions the combined platform for continued growth.”
The combination is expected to broaden Laird Superfood’s product lineup and strengthen its position in the rapidly growing superfoods and wellness market. The Navitas Acquisition is expected to bring clear synergies and value creation through the integration of complementary supply chains, sourcing networks, and distribution channels. Further, the Navitas Acquisition is intended to drive scale and expand reach across e-commerce and retail partners. Navitas’ expertise in nutrient-dense, minimally processed foods closely aligns with Laird Superfood’s mission of real-food performance, creating opportunities for new product development that addresses evolving consumer demand for wellness and sustainability. The investment from Nexus provides additional growth capital to support these initiatives following the closing of the Transactions and will enable Laird Superfood to pursue additional food and beverage brands to join its positive nutrition platform.
“We are excited to partner with Laird Superfood and support its combination with Navitas,” said Michael Cohen, Partner at Nexus. “Laird has built a compelling platform of premium, high-quality products with strong consumer loyalty, and the addition of Navitas further strengthens that foundation.”
“Laird Superfood and Navitas are two brands built on authenticity, integrity, and a shared commitment to real, nutrient-dense food,” added Kayla Dean Obia, Principal at Nexus. “We believe this partnership creates a powerful foundation for innovation and long-term growth while staying true to the values that resonate so strongly with today’s health-conscious consumers.”
Key Terms of the Nexus Investment
- 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 $50.0 million. 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 (the “Preferred Stock Issuance”) and against alternative transactions or proposals at a special meeting of stockholders (the “Laird Special Meeting of Stockholders”).
- The Series A Preferred Stock has a conversion price of $3.57 (subject to certain customary anti-dilution adjustments). 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, 2025, 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 (the “Laird Board”) will be reconstituted at closing to comprise nine members, including five Nexus director designees.
Additional information regarding the Navitas Acquisition and the Nexus Investment may be found in the Company’s Form 8-K to be filed with the Securities and Exchange Commission (the “SEC”).
