UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 8, 2022
Laird Superfood, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 1-39537 | 81-1589788 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
275 W. Lundgren Mill Drive, Sisters, Oregon | 97759 | |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (888) 670-6796
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading symbol |
Name of each exchange on which registered | ||
Common Stock | LSF | NYSE American |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 8, 2022, James Scott McGuire notified Laird Superfood, Inc. (the “Company”) of his resignation as Chief Operating Officer of the Company, effective April 30, 2022. In connection with Mr. McGuire’s resignation, Mr. McGuire and the Company entered into an independent contractor agreement pursuant to which Mr. McGuire will provide consulting services to the Company as needed and directed through November 16, 2022. In addition, the Company will make a lump sum payment equal to six months of base salary to Mr. McGuire, plus payment of COBRA premiums for up to six months.
The foregoing description of the independent contractor agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) | Exhibits |
Exhibit |
Description | |
10.1 | Independent Contractor Agreement between the Company and James Scott McGuire, effective April 30, 2022. | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: April 13, 2022 | Laird Superfood, Inc. | |||||
By: | /s/ Valerie Ells | |||||
Name: | Valerie Ells | |||||
Title: | Chief Financial Officer |
Exhibit 10.1
Independent Contractor: Agreement
This Independent Contractor Agreement (Agreement) is entered into this 12th day of April, 2022, by and between Laird Superfood, Inc. (Corporation), and James Scott McGuire, an independent contractor (Contractor), in consideration of the mutual promises made herein, as follows:
Term of Agreement
This Agreement will become effective as of the 30th day of April, 2022 and will continue in effect until November 16, 2022.
Services to be Rendered by Contractor
Contractor agrees he is transitioning as of the effective date hereof from Employee to Contractor and agrees to provide the Corporation its typical Employee offboarding documentation in connection therewith.
Contractor agrees to provide consulting services to Laird Superfood as needed and as directed by the CEO (the Services). It is understood and agreed the Services are administrative and strategic and shall not include the binding the company in any matter.
Method of Performing Services
Contractor will determine the method, details, and means of performing the above-described services, including the determination of the need for and hiring of assistants at the Contractors own expense. The Corporation may not control, direct, or otherwise supervise Contractors assistants or employees in the performance of those services.
Compensation
In consideration for the services to be performed by Contractor, Corporation will agree that this Agreement and the services hereunder constitute a continuation of Service under the Corporations equity incentive plans. However, Contractor hereby voluntarily agrees to terminate and cancel, for no additional consideration, certain equity awards set forth on Exhibit A.
Tools and Instruments
Contractor will supply all tools, equipment, and supplies required to perform the services under this Agreement.
Workers Compensation
Contractor agrees to provide workers compensation insurance for Contractors employees and agents and agrees to hold harmless and indemnify Corporation for any and all claims arising out of any injury, disability, or death of any of Contractors employees or agents.
Obligations of Corporation
Corporation agrees to meet the terms of all reasonable requests of Contractor necessary to the performance of Contractors duties under this Agreement.
Assignment
Neither this Agreement nor any duties or obligations under this Agreement may be assigned by Corporation or Contractor without the prior written consent of Contractor and Corporation.
NONDISCLOSURE; NONSOLICITATION; NO MATERIAL NON PUBLIC INFORMATION
The all confidentiality, intellectual property, non-solicitation, and non-disclosure terms of Contractors prior employment agreement with the Corporation, effective September 10, 2020, shall apply to the work hereunder, and shall extend for the term of this Agreement.
THE CORPORATION WILL NOT, WITHOUT RECEIVING PRIOR AUTHORIZATION FROM CONTRACTOR, PROVIDE CONTRACTOR WITH ANY MATERIAL NON-PUBLIC INFORMATION REGARDING THE CORPORATION SUBSEQUENT TO THE RELEASE OF THE CORPORATIONS QUARTER FINANCIAL RESULTS, without first receiving an authorization from Contractor to do so (email sufficing); requests or such authorization shall be of a completely generic nature and shall not include any material nonpublic information, nor any hint or other indication as to whether such information is positive or negative.
Return of Information and Other Property.
On the Corporations request, and, in any event, on the termination of Contractors employment relationship with the Corporation, Contractor shall promptly return to the Corporation all materials furnished by the Corporation containing Confidential Information, all copies and summaries of any Confidential Information in the possession or under the control of Contractor, and any other Corporation property that is in Contractors possession or control.
No Transfer.
This Agreement does not transfer any ownership rights to any Confidential Information.
Defend Trade Secrets Act of 2016 - Notice.
Notwithstanding any other provision of this Agreement, Contractor has or may have the following protections and immunity under the Defend Trade Secrets Act of 2016 from liability for confidential disclosure of a trade secret to the Government or in a court filing: (1) Immunity. An individual shall not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (A) is made: (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney; and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. (2) Use of Trade Secret Information in Anti-Retaliation Lawsuit. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual: (A) files any document containing the trade secret under seal; and (B) does not disclose the trade secret, except pursuant to court order.
Enforceability.
The parties intend that each Restriction be enforceable to the fullest extent permitted by law. If a Restriction is determined to be unenforceable to any extent, the Restriction will automatically be amended to the extent necessary to make it enforceable.
MISAPPROPRIATION PROHIBITED
Contractor understands and acknowledges that the Corporation strictly prohibits misappropriation or wrongful use of any proprietary information, confidential information, trade secrets, personal property or intellectual property of any third-party (collectively, Third-Party Property), including, without limitation any trade secrets of Contractors previous employers. Contractor represents, warrants and agrees that Contractor has not (and will not): (i) misappropriated or wrongfully used any Third-Party Property; (ii) misappropriated or wrongfully used any Third-Party Property in performing any of Contractors work for the Corporation; (iii) wrongfully brought any Third-Party Property onto the Corporations premises; (iv) wrongfully disclosed any Third-Party Property to any of the Corporations Representatives or independent contractors; or (v) uploaded, downloaded, transmitted or otherwise placed any Third-Party Property onto, through or using any Corporation computer, network or system.
Termination of Agreement:
Either Contractor of Corporation may terminate this Agreement at any time by giving fifteen (15) days written notice to the Corporation, or upon five (5) days notice in the event Contractor breaches any written policy of Corporation, or breaches any other agreement among Contractor and Corporation and does not cure such breach promptly.
General Provisions
Notices:
Any notices to be given hereunder by either party to the other may be made either by personal delivery or by mail, registered or certified, postage prepaid with return receipt requested. Mailed notices shall be addressed to the parties at the following addresses:
Corporation:
Laird Superfood
ATTN: [Omitted]
P.O. Box 2270
Sisters, OR 97759
Contractor:
James Scott McGuire
[Omitted]
Each party may change the above address by written notice in accordance with this paragraph. Notices delivered personally shall be deemed communicated as of the date of actual receipt; mailed notices shall be deemed communicated as of three (3) days after the date of mailing.
Entire Agreement:
This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the performance of services by Contractor for Corporation for the period and services specifically addressed by this Agreement. Any modification of this Agreement will be effective only if it is in writing signed by the party to be charged.
Partial Invalidity:
If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
Governing Law:
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
Corporation,
by /s/ Jason D. Vieth
Name Jason D. Vieth on behalf of Laird Superfood, Inc.
Date April 12, 2022
Contractor,
by /s/ James Scott McGuire
Name James Scott McGuire
Date April 12, 2022
Exhibit A: Voluntary Termination of Outstanding Equity Awards
Outstanding Awards to be Voluntarily Terminated upon Entry to the Agreement:
| Grant ES-251 Stock Options granted 11/16/2020 TERMINATE. |
| Grant ES-251N Stock Options granted 11/16/2020 TERMINATE. |
| Grant ES-279A PSUs granted 02/01/2021 TERMINATE. |
| Grant ES-279B PSUs granted 02/01/2021 TERMINATE |
| Grant ES-279C PSUs granted 02/01/2021 TERMINATE |