SMART FOR LIFE, INC. (Form: 8-K, Received: 06/08/2022 16:24:10)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): June 8, 2022 (June 2, 2022)

SMART FOR LIFE, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-41290		81-5360128
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

990 Biscayne Blvd., Suite 503, Miami, FL		33132
(Address of principal executive offices)		(Zip Code)

(786) 749-1221

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

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(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SMFL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on March 14, 2022, Smart for Life, Inc. (the “Company”) entered into a securities purchase agreement with Ceautamed Worldwide, LLC (“Ceautamed”), RMB Industries, Inc., RTB Childrens Trust and D&D Hayes, LLC (the “Sellers”), pursuant to which the Company agreed to acquire all of the issued and outstanding membership interests of Ceautamed, a vitamin and supplement company (the “Acquisition”).

On June 8, 2022, the Company entered into a letter agreement (the “Letter Agreement”) with Ceautamed and the Sellers, pursuant to which the parties set a closing date for the Acquisition of no later than July 29, 2022, with a target closing date of June 30, 2022. In addition, the Company agreed to pay $1 million of the cash portion of the purchase price on or prior to June 9, 2022, which is non-refundable and will be credited towards the cash portion of the purchase price to be paid at closing.

The foregoing summary of the terms and conditions of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Letter Agreement attached hereto as Exhibit 10.2, which is incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 2, 2022, the Company received a written notification, which was modified on June 3, 2022 (the “Notification Letter”), from the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on the Nasdaq.

Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the 30 consecutive business days from April 20, 2022 to June 1, 2022, the Company no longer meets the minimum bid price requirement.

The Notification Letter does not impact the Company’s listing of its common stock on the Nasdaq Capital Market at this time. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided 180 calendar days, or until November 29, 2022, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the Company’s common stock must have a closing bid price of at least $1.00 for a minimum of 10 consecutive business days. If the Company does not regain compliance during such 180-day period, the Company may be eligible for an additional 180 calendar days, provided that the Company meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for Nasdaq, except for Nasdaq Listing Rule 5550(a)(2), and the Company must provide a written notice of its intention to cure this deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

The Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

Item 8.01 Other Events.

On June 8, 2022, the Company issued a press release regarding the Acquisition and the Notification Letter. A copy of the press release is furnished as Exhibit 99.1 to this report.

The information furnished with this Item 8.01, 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, nor shall it be deemed incorporated by reference into any other filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description of Exhibit
10.1		Securities Purchase Agreement, dated March 14, 2022, among Smart for Life, Inc., Ceautamed Worldwide, LLC, RMB Industries, Inc., RTB Childrens Trust and D&D Hayes, LLC (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on March 16, 2022)
10.2		Letter Agreement, dated June 8, 2022, among Smart for Life, Inc., Ceautamed Worldwide, LLC, RMB Industries, Inc., RTB Childrens Trust and D&D Hayes, LLC
99.1		Press Release, dated June 8, 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: June 8, 2022	SMART FOR LIFE, INC.

		/s/ Darren C. Minton
	Name:	Darren C. Minton
	Title:	Chief Executive Officer

Exhibit 10.2

SMART FOR LIFE, INC.

10575 NW 37^th Terrace

Doral, FL 33178

June 8, 2022

Ceautamed Worldwide, LLC

1289 Clint Moore Road

Boca Raton, FL 33487

Attention: Stuart A. Benson

Dear Stuart:

Reference is hereby made to that certain Securities Purchase Agreement, dated as of March 14, 2022 (the “Purchase Agreement”), by and among Smart for Life, Inc. (“Buyer”), Ceautamed Worldwide, LLC (the “Company”), RMB Industries, Inc. (“RMB”), RTB Childrens Trust (“RTB”) and D&D Hayes, LLC (“D&D” and together with RMB and RTB, the “Sellers”). The Buyer, the Company and the Sellers are collectively referred to herein as, the “Parties”. Capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in the Purchase Agreement.

The Parties hereby agree as follows:

(i)

All of the conditions precedent to the Buyer’s obligation to consummate the Acquisition (the “Conditions”) other than those that must occur at closing have been satisfied by the Company and the Sellers. Accordingly, the Parties are targeting June 30, 2022, but desire to set a Closing Date for the Acquisition of no later than July 29, 2022. Furthermore, the Buyer has agreed to pay One Million Dollars ($1,000,000) of the Cash Portion (the “Early Closing Payment”) to the Company on or prior to June 9, 2022 in acknowledgment of the satisfaction of the Conditions.

(ii)

The Early Closing Payment is non-refundable and may be used in whatever manner the Company so elects. Neither the Company, the Sellers nor any of their respective Affiliates shall have any obligation to repay the Early Closing Payment; however, if the Closing occurs, the Early Closing Payment shall be credited towards the Cash Portion.

This letter agreement will be governed by and construed and enforced in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. This letter agreement, together with the Purchase Agreement, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes all prior oral and written agreements and understandings. This letter agreement may be executed in one or more counterparts, each of which shall constitute an original, and together they shall be one and the same instrument. Receipt by telecopy or electronic mail of any executed signature page to this letter agreement shall constitute effective deliver of such signature page.

Sincerely,

SMART FOR LIFE, INC.

By:	/s/ Alfonso J. Cervantes
	Name:	Alfonso J. Cervantes
	Title:	Executive Chairman

Acknowledged and Agreed to by:

CEAUTAMED WORLDWIDE, LLC

By:	/s/ Stuart A. Benson
	Name:	Stuart A. Benson
	Title:	Authorized Person

RMB INDUSTRIES, INC.

By:	/s/ Ryan M. Benson
	Name:	Ryan M. Benson
	Title:	President

RTB CHILDRENS TRUST

By:	/s/ Ryan M. Benson
	Name:	Ryan M. Benson
	Title:	Trustee

D&D HAYES, LLC

By:	/s/ Donald L. Hayes
	Name:	Donald L. Hayes
	Title:	President

Exhibit 99.1

Smart for Life on Track to Close Pending Acquisition
of Ceautamed Worldwide

Acquisition Expected to Close in June and Result in Significant Operating Efficiencies

Company Provides Response to Nasdaq Notice

Miami, FL – June 8, 2022 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a global leader in the Health & Wellness sector marketing and manufacturing nutritional supplements and foods worldwide, today reported that due diligence is complete and the previously announced pending acquisition of Ceautamed Worldwide, LLC is on track for closing this month. In connection with the transaction, Smart for Life is making a $1 million payment toward the acquisition this week, with an expectation of closing by June 30, 2022, but no later than July 29, 2022.

“I am pleased to report that we are on track to complete the transformative acquisition of Ceautamed now that we have completed due diligence, as well as finalization of key documentation,” noted A.J. Cervantes, Jr., Executive Chairman for Smart for Life. “Ceautamed’s Chairman, Stuart Benson, and CEO, Ryan Benson, have been actively collaborating with our team to help ensure a seamless transition and optimize the consolidation of Ceautamed’s operations with our own. In particular, we look forward to transitioning Ceautamed’s manufacturing to our wholly owned FDA-certified manufacturing facility in Miami. Historically, Ceautamed has relied on third-party manufacturers, and the consolidation of our operations should result in meaningful operating efficiencies and cost savings.”

“A.J. and his team have been highly proactive in the identification of joint opportunities that we plan to implement on closing, which have the potential to significantly enhance sales by leveraging Smart for Life’s established direct-to-consumer and wholesale distribution channels,” said Stuart Benson. “In addition, Alan Bergman, Smart for Life’s Chief Financial Officer, has spent a significant amount of time at our facility identifying meaningful consolidation benefits.”

Darren Minton, Chief Executive Officer, stated, “The Ceautamed acquisition is another validation of our Buy-and-Build strategy, supporting our goal of creating a dominant global force in the health & wellness sector as we move toward our previously stated mission of $100 million in annualized revenues within the next 12 months. We could not be more excited to extend our offering to include Ceautamed’s broad product line, which includes their highly regarded Greens First brand, and variety of well-designed nutritional products, such as antioxidant rich supplements, plant-based protein, alkalizing nutrients and products designed for weight management.”

Response to Nasdaq Notice

Smart for Life also reported that on June 2, 2022, it received a notification from the Nasdaq Stock Market indicating that the Company will have a 180-day grace period, until November 29, 2022, to regain compliance with Nasdaq’s $1.00 minimum bid requirement. Compliance will be achieved automatically and without further action when the closing bid price of the Company’s stock is at or above $1.00 for a minimum of 10 consecutive business days at any time during the 180-day compliance period, in which case Nasdaq will notify the Company of its compliance and the matter will be closed. In accordance with Nasdaq Marketplace rules, following the initial grace period, the Company believes it would be eligible for an additional 180-day grace period, assuming it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement. The Nasdaq letter does not impact Smart for Life’s current listing on the Nasdaq Capital Market.

“We are an emerging growth, early-stage public company that came public in the midst of public markets turmoil, high inflation, bear markets, the Russian-Ukrainian war and the material diminution of market valuations for large and small public companies across the board as a result of abhorrent market conditions. We believe it is only a matter of time before the market recognizes the opportunity that Smart for Life represents,” stated Mr. Cervantes.

Mr. Minton added, “Despite adverse market conditions, demand for nutraceutical products continues to grow and we are executing on our business model, including accretive acquisitions of companies with positive cash flow, coupled with organic growth. This extension provides us with another six months, potentially twelve months, to further our business, complete acquisitions and achieve significant organizational milestones, which we believe will drive significant value for our shareholders. Following our acquisition of Ceautamed, we plan to initiate an comprehensive investor and public relations program to drive awareness for Smart for Life in advance of a number of meaningful upcoming catalysts.”

About Ceautamed Worldwide

Ceautamed Worldwide, based in Boca Raton, Florida, was formed in 2009 and owns the Greens First line of branded products, which have been specifically marketed to the healthcare provider sector. These vitamins and supplements have been sold on a business-to-business basis, direct-to-consumer, as well as sold utilizing an international medical distribution company pursuant to a long-term contract. Ceautamed’s Greens First brand also maintains an online presence at: www.greensfirst.com.

About Smart for Life, Inc.

Smart for Life, Inc. (Nasdaq: SMFL) is engaged in the development, marketing, manufacturing, acquisition, operation and sale of a broad spectrum of nutritional and related products with an emphasis on health and wellness. Structured as a global holding company, the Company is executing a buy-and-build strategy with serial accretive acquisitions creating a vertically integrated company with an objective of aggregating companies generating a minimum of $300 million in revenues within the next thirty-six months. To drive growth and earnings, Smart for Life is developing proprietary products as well as acquiring other profitable companies, encompassing brands, manufacturing and distribution channels. The Company currently operates four subsidiaries including Doctors Scientific Organica, Nexus Offers, Bonne Santé Natural Manufacturing and GSP Nutrition. For more information about Smart for Life, please visit: www.smartforlifecorp.com.

Video regarding the Company’s manufacturing facility at Bonne Santé Natural Manufacturing is available at: www.bonnesantemanufacturing.com/video.

Investor material and a Fact Sheet with additional information about Smart for Life is available at: www.smartforlifecorp.com/investor-center.

Forward-Looking Statements

This press release may contain information about our views of future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on management’s beliefs, assumptions and expectations of Smart for Life’s future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Although Smart for Life believes the expectations reflected in such forward-looking statements are based on reasonable assumptions, it can give no assurance that its expectations will be attained. Smart for Life does not undertake any duty to update any statements contained herein (including any forward-looking statements), except as required by law. No assurances can be made that Smart for Life will successfully acquire its acquisition targets. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause Smart for Life’s actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Actual results may differ materially from the expectations discussed in forward-looking statements. Factors that could cause actual results to differ materially from expectations include general industry considerations, regulatory changes, changes in local or national economic conditions and other risks set forth in “Risk Factors” included in our filings with the Securities and Exchange Commission.

Disclaimer

The information provided in this press release is intended for general knowledge only and is not a substitute for professional medical advice or treatment for specific medical conditions. Always seek the advice of your physician or other qualified health care provider with any questions you may have regarding a medical condition. This information is not intended to diagnose, treat, cure or prevent any disease.

Investor Relations Contact

Crescendo Communications, LLC

Tel: (212) 671-1021

SMFL@crescendo-ir.com