false 0001650696 0001650696 2022-05-13 2022-05-13

 

 

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): May 13, 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 May 13, 2022, Valerie Ells notified Laird Superfood, Inc. (the “Company”) of her resignation as Chief Financial Officer of the Company, effective June 30, 2022. In connection with Ms. Ells’ resignation, Ms. Ells and the Company entered into an independent contractor agreement on May 17, 2022 pursuant to which Ms. Ells will provide consulting services to the Company as needed and directed effective from the time of her resignation through August 31, 2022. 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.

On May 17, 2022, the Company’s Board of Directors (the “Board”) appointed Anna Kochetova Hamill as the Company’s interim Chief Financial Officer, effective July 1, 2022.

Ms. Hamill, 48, possesses more than 20 years of strategic finance experience in both public consumer packaged goods and private equity backed emerging companies in the natural foods and beverages space. Ms. Hamill joined the Company as Vice President, Financial Planning and Analysis in April 2022 from Little Secrets Chocolate, where she served as chief financial officer from September 2018. Previously, Ms. Hamill served as director, financial planning and analysis at Renewable Energy Systems Americas from March 2018 through September 2018, as the senior director of finance, premium yogurt at Danone North America from May 2017 through March 2018, and as senior director of finance, plant based beverage and food and various other finance positions at WhiteWave Foods from March 2003 through March 2018. Ms. Hamill holds an MBA with a finance concentration from Leeds School of Business at the University of Colorado and a Bachelor of Arts from Saint-Petersburg State University of Engineering and Economics.

In connection with Ms. Hamill’s appointment as interim Chief Financial Officer, the Company agreed to pay to Ms. Hamill a $25,000 bonus promptly following each of September 30, 2022 and December 31, 2022, contingent in each case upon Ms. Hamill’s continued employment at the Company in the capacity of interim Chief Financial Officer. All other terms of Ms. Hamill’s employment will remain the same.

There are no family relationships between Ms. Hamill and any director or executive officer of the Company. There are no transactions between Ms. Hamill and the Company that would require disclosure under Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure.

On May 18, 2022, the Company issued a press release announcing the resignation of Ms. Ells as Chief Financial Officer and the appointment of Ms. Hamill as interim Chief Financial Officer. The press release is being furnished as Exhibit 99.1 hereto and is incorporated by reference herein.

The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section, and shall not be incorporated by reference into any filings under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits

 

Exhibit
No.

   

Description

10.1    Independent Contractor Agreement between the Company and Valerie Ells, dated May 17, 2022.
99.1    Press release dated May 18, 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: May 18, 2022     Laird Superfood, Inc.
    By:  

/s/ Jason Vieth

    Name:   Jason Vieth
    Title:   President and Chief Executive Officer

Exhibit 10.1

Independent Contractor Agreement

This Independent Contractor Agreement (Agreement) is entered into this 17th day of May, 2022, by and between Laird Superfood, Inc. (“Corporation”), and Valerie K. Ells (“Contractor”), in consideration of the mutual promises made herein, as follows:

Term of Agreement

The term of this Agreement will be from the 30th day of June, 2022 and will continue in effect until August 31st, 2022.

Services to be Rendered by Contractor

Contractor agrees she is transitioning as of the first day of the term 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 the Corporation 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 binding of the Corporation 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 Contractor’s own expense. The Corporation may not control, direct, or otherwise supervise Contractor’s assistants or employees in the performance of those services.

Compensation

In consideration for the services to be performed by Contractor for up to 16 hours per month, Corporation agrees that this Agreement and the services hereunder constitute a “continuation of Service” under the Corporation’s equity incentive plans. In consideration for any services to be performed by Contractor above 16 hours per month, Corporation agrees to pay Contractor two hundred dollars ($200) per hour, in monthly payments upon receipt of an invoice detailing hours worked and on the Corporation’s standard payment process for outside contractors.

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 Contractor’s 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 Contractor’s employees or agents.

Obligations of Corporation

Corporation agrees to meet the terms of all reasonable requests of Contractor necessary to the performance of Contractor’s 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

All confidentiality, intellectual property, non-solicitation, and non-disclosure terms of Contractor’s prior employment agreement with the Corporation, effective September 10, 2020 (the “Employment Agreement”), shall apply to the work hereunder, and shall extend for the term of this Agreement.

MATERIAL NON PUBLIC INFORMATION

Contractor agrees that in order to provide consulting services under this Agreement, Contractor will need access to “material non public information” within the meaning of the Company’s Insider Trading Policy. Therefore, Contractor agrees she will be subject to the Company’s Insider Trading Policy during the term of the Agreement and for such time afterwards as required for Restricted Persons under the Insider Trading Policy.

Return of Information and Other Property.

On the Corporation’s request, and, in any event, on the termination of Contractor’s employment relationship with the Corporation, Contractor shall promptly return to the Corporation all materials furnished by the Corporation containing Confidential Information (as defined in the Employment Agreement), 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 Contractor’s 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 Restrictive Covenant set forth in Section 7 of the Employment Agreement be enforceable to the fullest extent permitted by law. If a Restrictive Covenant is determined to be unenforceable to any extent, the Restrictive Covenant 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 Contractor’s 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 Contractor’s work for the Corporation; (iii) wrongfully brought any Third-Party Property onto the Corporation’s premises; (iv) wrongfully disclosed any Third-Party Property to any of the Corporation’s 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 or 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]

Contractor:

Valerie Ells

[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  

May 17, 2022

Contractor,

 

by  

/s/ Valerie K. Ells

Name  

Valerie K. Ells

Date  

May 17, 2022

Exhibit 99.1

 

LOGO

LAIRD SUPERFOOD NAMES ANYA HAMILL AS INTERIM CHIEF FINANCIAL OFFICER

Hamill brings more than 20 years of financial leadership experience in the CPG food and beverage space

SISTERS, Ore., May 18, 2022 — Laird Superfood, Inc. (NYSE American: LSF) (“Laird Superfood”, “we” and “our”), today announced the appointment of Anya Hamill as Interim Chief Financial Officer effective July 1, 2022. Ms. Hamill will succeed Valerie Ells who announced her intention to resign, effective June 30, 2022, to pursue other opportunities.

Hamill possesses more than 20 years of strategic finance experience in public consumer packaged goods and private equity backed emerging companies in the natural food and beverage space. She joined Laird Superfood as Vice President, Financial Planning & Analysis in April, 2022, after serving as the CFO of Little Secrets Chocolates since 2018. Previously, Hamill held senior level financial roles at other leading CPG companies including Danone North America and Whitewave Foods, where she was successful in supporting and delivering ambitious growth agendas for premium brands.

“On behalf of the Board and management team, I want to thank Val for her contributions to Laird Superfood over the past four years, including guiding us through our initial public offering in 2020. We wish her well in her future endeavors,” said Jason Vieth, Laird Superfood CEO and President. Mr. Vieth continued: “I am pleased to announce the appointment of Anya Hamill as our CFO on an interim basis. Her deep CPG experience in finance, accounting and strategy across leading natural brands will be instrumental in driving our future growth and profitability.”

“Laird Superfood is uniquely positioned to meet consumers’ evolving needs for high-quality, natural food and beverage products,” said Ms. Hamill. “I’m delighted to have the opportunity to leverage my background and experience to help lead this powerful brand into the future.”

About Laird Superfood

Laird Superfood, Inc. creates award-winning, plant-based superfood products that are both delicious and functional. The Company’s products are designed to enhance your daily ritual and keep consumers fueled naturally throughout the day. The Company was co-founded in 2015 by the world’s most prolific big-wave surfer, Laird Hamilton. Laird Superfood’s offerings are environmentally conscientious, responsibly tested and made with real ingredients. Shop all products online at lairdsuperfood.com and join the Laird Superfood community on social media for the latest news and daily doses of inspiration.

Forward-Looking Statements

This press release and the conference call referencing this press release contain “forward-looking” statements, as that term is defined under the federal securities laws, including but not limited to statements regarding Laird Superfood’s future financial performance and growth. These forward-looking statements are based on Laird Superfood’s current assumptions, expectations and beliefs and are subject to substantial risks, uncertainties, assumptions and changes in circumstances that may cause Laird Superfood’s actual results, performance or achievements to differ materially from those expressed or implied in any forward-looking statement. We expressly disclaim any obligation to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The risks and uncertainties referred to above include, but are not limited to: (1) the effects of the current COVID-19 pandemic, or of other global outbreaks of pandemics or contagious diseases or fear of such outbreaks, including on our supply chain, the demand for our products, and on overall economic conditions and consumer confidence and spending levels; (2) volatility regarding our revenue, expenses, including shipping expenses, and other operating results; (3) our ability to acquire new direct and wholesale customers and successfully retain existing customers; (4) our ability to attract and retain our suppliers, distributors and co-manufacturers, and effectively manage their costs and performance; (5) effects of real or perceived quality or health issues with our products or other issues that adversely affect our brand and reputation; (6) our ability to innovate on a timely and cost-effective basis, predict changes in consumer preferences and develop successful new products, or updates to existing products, and develop innovative marketing strategies; (7) adverse developments regarding prices and availability of raw materials and other inputs, a substantial amount of which come from a limited number of suppliers outside the United States, including in areas which may be adversely affected by climate change; (8) effects of changes in the tastes and preferences of our consumers and consumer preferences for natural and organic food products; (9) the financial condition of, and our relationships with, our suppliers, co-manufacturers, distributors, retailers and foodservice customers, as well as the health of the foodservice industry generally; (10) the ability of ourselves, our suppliers and co-manufacturers to comply with food safety, environmental or other laws or regulations; (11) our plans for future investments in our business, our anticipated capital expenditures and our estimates regarding our capital requirements; (12) the costs and success of our marketing efforts, and our ability to promote our brand; (13) our reliance on our executive team and other key personnel and our ability to identify, recruit and retain skilled and general working personnel; (14) our ability to effectively manage our growth; (15) our ability to compete effectively with existing competitors and new market entrants; (16) the impact of adverse economic conditions; and (17) the growth rates of the markets in which we compete.

Contact

ICR

Reed Anderson

646-277-1260

Reed.Anderson@icrinc.com

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