UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
Under the Securities Exchange Act of 1934
LAIRD SUPERFOOD, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
50736T102
(CUSIP Number)
THOMAS WETHERALD
49 Red Gate Lane
Cohasset, MA 02025
Telephone: (585) 317-5667
With a copy to:
Mitchell Nussbaum, Esq.
Angela Dowd, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, New York 10154
(212) 407-4000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box X.
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 | NAME OF REPORTING PERSON Benjamin Piggott |
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS Not applicable |
|
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
|
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 343,000 |
8 | SHARED VOTING POWER 393,873(1) | |
9 | SOLE DISPOSITIVE POWER 343,000 | |
10 | SHARED DISPOSITIVE POWER 393,873(1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,873(2) |
|
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%(3) |
|
14 | TYPE OF REPORTING PERSON IN |
(1) | Consists of shares of common stock (the “Common Stock”) of Laird Superfood, Inc. (the “Company”) directly owned by Thomas Wetherald. Benjamin Piggott may be deemed to beneficially own these shares based on his relationship with Thomas Wetherald and EF Hutton SPV I LLC, as described in Item 4, which constitutes a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person (as defined in Item 2), may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. Each Reporting Person expressly disclaims any beneficial ownership of the shares of Common Stock held by each other Reporting Person. |
(2) | Consists of (i) 343,000 shares of Common Stock directly owned by Benjamin Piggott and (ii) 393,873 shares of Common Stock directly owned by Thomas Wetherald. Benjamin Piggott may be deemed to beneficially own these shares based on his relationship with Thomas Wetherald and EF Hutton SPV I LLC, as described in Item 4, which constitutes a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. Each Reporting Person expressly disclaims any beneficial ownership of the shares of Common Stock held by each other Reporting Person. |
(3) | This percentage is calculated based on 9,175,812 shares of Common Stock outstanding as of August 9, 2022, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 11, 2022. |
1 | NAME OF REPORTING PERSON Thomas Wetherald |
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS Not applicable |
|
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
|
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 393,873 |
8 | SHARED VOTING POWER 343,000 (1) | |
9 | SOLE DISPOSITIVE POWER 393,873 | |
10 | SHARED DISPOSITIVE POWER 343,000 (1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,873(2) |
|
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%(3) |
|
14 | TYPE OF REPORTING PERSON IN |
(1) | Consists of shares of Common Stock directly owned by Benjamin Piggott. Thomas Wetherald may be deemed to beneficially own these shares based on his relationship with Benjamin Piggott and EF Hutton SPV I LLC, as described in Item 4, which constitutes a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person, may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. Each Reporting Person expressly disclaims any beneficial ownership of the shares of Common Stock held by each other Reporting Person. |
(2) | Consists of (i) 393,873 shares of Common Stock directly owned by Thomas Wetherald and (ii) 343,000 shares of Common Stock directly owned by Benjamin Piggott. Thomas Wetherald may be deemed to beneficially own these shares based on his relationship with Benjamin Piggott and EF Hutton SPV I LLC, as described in Item 4, which constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. Each Reporting Person expressly disclaims any beneficial ownership of the shares of Common Stock held by each other Reporting Person. |
(3) | This percentage is calculated based on 9,175,812 shares of Common Stock outstanding as of August 9, 2022, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 11, 2022. |
1 | NAME OF REPORTING PERSON EF Hutton SPV I LLC |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS Not applicable |
|
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
|
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 736,873 (1) | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 736,873 (1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,873(1) |
|
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%(2) |
|
14 | TYPE OF REPORTING PERSON OO |
(1) | Consists of (i) 393,873 shares of Common Stock directly owned by Thomas Wetherald and (ii) 343,000 shares of Common Stock directly owned by Benjamin Piggott. EF Hutton SPV I LLC may be deemed to beneficially own these shares based on its relationship with Benjamin Piggott and Thomas Wetherald, as described in Item 4, which constitutes a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. Each Reporting Person expressly disclaims any beneficial ownership of the shares of Common Stock held by each other Reporting Person. |
(2) | This percentage is calculated based on 9,175,812 shares of Common Stock outstanding as of August 9, 2022, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 11, 2022. |
.
1 | NAME OF REPORTING PERSON David W. Boral |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS Not applicable |
|
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
|
6 | CITIZENSHIP OR PLACE OF ORGANIZATION United States |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 736,873 (1) | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 736,873 (1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,873(1) |
|
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%(2) |
|
14 | TYPE OF REPORTING PERSON IN |
(1) | Consists of (i) 393,873 shares of Common Stock directly owned by Thomas Wetherald and (ii) 343,000 shares of Common Stock directly owned by Benjamin Piggott. David W. Boral may be deemed to beneficially own these shares based on his relationship with Benjamin Piggott and Thomas Wetherald, as described in Item 4, which constitutes a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. Each Reporting Person expressly disclaims any beneficial ownership of the shares of Common Stock held by each other Reporting Person.. |
(2) | This percentage is calculated based on 9,175,812 shares of Common Stock outstanding as of August 9, 2022, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 11, 2022.. |
1 | NAME OF REPORTING PERSON Joseph T. Rallo |
|
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) ☒ (b) ☐ |
3 | SEC USE ONLY | |
4 | SOURCE OF FUNDS Not applicable |
|
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
|
6 | CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER 0 |
8 | SHARED VOTING POWER 736,873 (1) | |
9 | SOLE DISPOSITIVE POWER 0 | |
10 | SHARED DISPOSITIVE POWER 736,873 (1) |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 736,873(1) |
|
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES | |
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.0%(2) |
|
14 | TYPE OF REPORTING PERSON IN |
(1) | Consists of (i) 393,873 shares of Common Stock directly owned by Thomas Wetherald and (ii) 343,000 shares of Common Stock directly owned by Benjamin Piggott. Joseph T. Rallo may be deemed to beneficially own these shares based on his relationship with Benjamin Piggott and Thomas Wetherald, as described in Item 4, which constitutes a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. Each Reporting Person expressly disclaims any beneficial ownership of the shares of Common Stock held by each other Reporting Person. |
(2) | This percentage is calculated based on 9,175,812 shares of Common Stock outstanding as of August 9, 2022, as reported by the Company in its Quarterly Report on Form 10-Q filed on August 11, 2022. |
.
Introductory Note
The Reporting Persons (as defined in Item 2 herein) are participants in the proposal discussed in Item 4 below, and are deemed to constitute a “group” within the meaning of Section 13d-5(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a member of a group, each Reporting Person may be deemed to beneficially own any Common Stock, as defined below, that may be beneficially owned by the members of the group as a whole. This Schedule 13D may be amended, or one or more additional statements on Schedule 13D may be filed, as necessary and appropriate. Each Reporting Person expressly disclaims any beneficial ownership of the shares of Common Stock held by each other Reporting Person.
Item 1. Security and Issuer.
This Statement of Beneficial Ownership on Schedule 13D is filed by the Reporting Persons (as defined in Item 2 herein) on August 12, 2022, (this “Schedule 13D” or “Statement”) and relates to the common stock, $0.001 par value, (the “Common Stock”), of Laird Superfood, Inc., a Delaware corporation (the “Company”). The Company’s principal executive offices are located at 275 W. Lundgren Mill Drive, Sisters, Oregon 97759.
Item 2. Identity and Background.
This Schedule 13D is filed by (i) Benjamin Piggott, (ii) Thomas Wetherald, (iii) EF Hutton SPV I LLC, (iv) David W. Boral and (v) Joseph T. Rallo.
The principal business address of Benjamin Piggott is 69 St. George Street, Duxbury, MA 02332. Mr. Piggott is the Senior Managing Director of Research at EF Hutton, division of Benchmark Investments, LLC. Mr. Piggott is one of the three ultimate control persons of EF Hutton SPV I LLC. Mr. Piggott is a citizen of the United States.
The principal business address of Thomas Wetherald is 49 Red Gate Lane, Cohasset, MA 02025. Mr. Wetherald is a private investor. Mr. Wetherald is a citizen of the United States.
The principal business address of EF Hutton SPV I LLC is 2 Sea Wall Lane, Bayville, New York 11709. EF Hutton SPV I LLC is a special purpose investment vehicle. EF Hutton SPV I LLC is a limited liability company formed under the laws of the State of Delaware. EF Hutton Merchant Partners LLC (which is the sole member and manager of EF Hutton Management I LLC, which is the sole member and manager of EF Hutton SPV I LLC), is jointly owned in equal proportion by Benjamin Piggott, David W. Boral and Joseph T. Rallo. As all decisions to be made by the owners with respect to EF Hutton Merchant Partners LLC require a unanimous vote, each of Benjamin Piggott, David W. Boral and Joseph T. Rallo may be considered the beneficial owner of any shares of Common Stock that may be deemed beneficially owned by EF Hutton SPV I LLC,
The principal business address of David W. Boral is 2 Sea Wall Lane, Bayville, New York 11709. Mr. Boral is the President of EF Hutton, division of Benchmark Investments, LLC. Mr. Boral is one of the three ultimate control persons of EF Hutton SPV I LLC. Mr. Boral is a citizen of the United States.
The principal business address of Joseph T. Rallo is 181 Montauk Highway, East Hampton, New York 11937. Mr. Rallo is the Chief Executive Officer of EF Hutton, division of Benchmark Investments, LLC. Mr. Rallo is one of the three ultimate control persons of EF Hutton SPV I LLC. Mr. Rallo is a citizen of the United States.
The foregoing persons are sometimes referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.” The Reporting Persons are filing this Schedule 13D jointly. The Reporting Persons constitute a “group” within the meaning of Rule 13d-5(b) under the Exchange Act. As a member of a group, each Reporting Person may be deemed to beneficially own the Common Stock beneficially owned by the members of the group as a whole. Each Reporting Person expressly disclaims any beneficial ownership of the shares of Common Stock held by each other Reporting Person.
None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting Persons or any of their partners, managers, officers or other controlling persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
This Statement is being filed because, under the facts and circumstances described in Items 2, 4 and 5, the Reporting Persons are deemed to constitute a “group” for purposes of Section 13d-5(b) of the Exchange Act.
EF Hutton SPV I LLC intends to finance the proposed acquisition described in Item 4 of this Schedule 13D with the proceeds of a private offering of the securities of EF Hutton SPV I LLC.
The descriptions of the principal terms of the Proposal Letter (as defined in Item 4) under Item 4 are incorporated herein by reference in its entirety.
Item 4. Purpose of Transaction.
On August 12, 2022, Mr. Piggott, Mr. Wetherald, EF Hutton SPV I LLC, Mr. Boral and Mr. Rallo entered into an agreement providing that they would work with each other on an exclusive basis to negotiate and consummate the acquisition of all of the outstanding Common Stock of the Company in a going-private transaction (the “Acquisition”). Pursuant to such agreement, Mr. Piggott and Mr. Wetherald agreed to vote the shares of Common Stock owned directly by them for the Acquisition.
Later on August 12, 2022, EF Hutton SPV I LLC submitted to the Company’s Board of Directors (the “Board”) a preliminary, non-binding letter (the “Proposal Letter”) proposing the acquisition of all of the Company’s outstanding shares of Common Stock at a purchase price per share to be paid in cash at closing of $3.00, which is a 47.8% premium to the closing share price on August 12, 2022. The Proposal Letter contemplates that EF Hutton SPV I LLC will form an acquisition vehicle (the “Acquirer”) for the purpose of pursuing the Acquisition through a merger, and that the Acquirer intends to finance the Acquisition through the proceeds of a private offering of the securities of EF Hutton SPV I LLC (the “equity financing”). The references to the Proposal Letter in this Schedule 13D are qualified in their entirety by reference to the Proposal Letter itself, which is attached hereto as an Exhibit and incorporated by reference as if set forth in its entirety. If the Acquisition is consummated, the Common Stock will no longer be traded on the NYSE American and the registration of the Common Stock under Section 12 of the Exchange Act will be terminated.
EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is acting as financial advisor to EF Hutton SPV I LLC, and commitments for the equity financing for the Acquisition are expected to be in place when the definitive transaction documentation for the Acquisition (the “Definitive Documentation”) is signed. EF Hutton has issued a letter dated August 12, 2022 (the “Bank’s Letter”) stating that it is highly confident that the equity financing for the Acquisition can be arranged and underwritten in the market. The Bank’s Letter has significant assumptions and conditions, which are as set forth in the Bank’s Letter. The references to the Bank’s Letter in this Schedule 13D are qualified in their entirety by reference to the Bank’s Letter itself, which is attached hereto as an Exhibit and incorporated by reference as if set forth in its entirety.
No assurances can be given that any agreement with the Company relating to the proposed Acquisition will be entered into or be consummated. The Proposal Letter provides that no binding obligation on the part of the Company or EF Hutton SPV I LLC shall arise with respect to the proposed Acquisition unless and until Definitive Documentation has been executed and delivered.
Except as described above and elsewhere herein, none of the Reporting Persons has any present plan or proposal that would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons reserve the right in the future to formulate any such plans or proposals, and to take any actions with respect to their investments in the Company, including any or all of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The responses of each Reporting Person set forth in Rows 7 through 13 of the cover pages hereto are hereby incorporated by reference in this Item 5.
(c) To the best knowledge of each of the Reporting Persons, none of the Reporting Persons and no other person described in Item 2 hereof has effected any transactions relating to the Common Stock of the Company during the past 60 days.
(d) Mr. Piggott directly owns 343,000 shares of Common Stock. Other than Mr. Piggott, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by Mr. Piggott.
Mr. Wetherald directly owns 393,873 shares of Common Stock. Other than Mr. Wetherald, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares owned by Mr. Wetherald.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Items 3 and 4 of this Schedule 13D are incorporated herein by reference.
To the best knowledge of the Reporting Persons, except as set forth herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise), including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, between the persons enumerated in Item 2, and any other person, with respect to any securities of the Issuer, including any securities pledged or otherwise subject to a contingency the occurrence of which would give another person voting power or investment power over such securities other than standard default and similar provisions contained in loan agreements.
Item 7. Material to be Filed as Exhibits.
SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this Statement is true, complete and correct.
In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of this Statement on Schedule 13D with respect to the Common Stock of the Company.
Dated: August 12, 2022
Benjamin Piggott | |
/s/ Benjamin Piggott | |
Benjamin Piggott | |
Thomas Wetherald | |
/s/ Thomas Wetherald | |
Thomas Wetherald | |
EF Hutton SPV I LLC | |
By: EF Hutton Management I LLC | |
/s/ Benjamin Piggott, Manager | |
Benjamin Piggott, Manager of EF Hutton Merchant Partners, LLC | |
David W. Boral | |
/s/ David W. Boral | |
David W. Boral | |
Joseph T. Rallo | |
/s/ Joseph T. Rallo | |
Joseph T. Rallo |
Exhibit 1
JOINT FILING AGREEMENT
The undersigned each hereby agree, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, that a Joint Schedule 13D and any amendment thereto may be filed on behalf of the undersigned in respect of securities of Laird Superfood, Inc., and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, have executed this Joint Filing Agreement this 12th day of August, 2022.
Benjamin Piggott | |
/s/ Benjamin Piggott | |
Benjamin Piggott | |
Thomas Wetherald | |
/s/ Thomas Wetherald | |
Thomas Wetherald | |
EF Hutton SPV I LLC | |
By: EF Hutton Management I LLC | |
/s/ Benjamin Piggott, Manager | |
Benjamin Piggott, Manager of EF Hutton Merchant Partners, LLC | |
David W. Boral | |
/s/ David W. Boral | |
David W. Boral | |
Joseph T. Rallo | |
/s/ Joseph T. Rallo | |
Joseph T. Rallo |
Exhibit 2
EF Hutton SPV I LLC
2 Sea Wall Lane
Bayville, New York 11709
August 12 , 2022
Mr. Geoffrey T. Barker
Mr. Laird Hamilton
Mr. Gregory B. Graves
Ms. Maile Naylor Clark
Mr. Patrick R. Gaston
Mr. Grant J. LaMontagne
Mr. Jason D. Vieth
Laird Superfood, Inc.
295 West Lundgren Mill Drive
Sisters OR 97759
Dear Members of the Board of Directors of Laird Superfood, Inc.:
EF Hutton SPV I (“EFH SPVI”) is an entity that currently controls 8.0% of the common stock, $0.001 par value per share (the “Common Stock”) of Laird Superfood Inc. (“Laird Superfood” or the “Company”). EFH SPVI is pleased to submit this non-binding confidential proposal regarding a potential acquisition of the Company.
Background:
We believe that Laird Superfood’s cost of equity has gone up exponentially and that the Company has lost the vast majority of its institutional sponsorship. In addition, the CFO of Laird Superfood recently announced her resignation. As such we no longer believe Laird Superfood can effectively finance its business model in the public markets. Furthermore, we believe that the cost and time burden of remaining a public company are now excessively high relative to the Company’s market cap and revenue base. For all of these reasons, we believe that the best structure for the Company to pursue its long term growth objectives is as a privately owned company.
Purchase Price and Financing: We propose to acquire all outstanding shares of the Common Stock of the Company not currently controlled by EFH SPVI, at a per share purchase price to be paid in cash at closing of $3.00, which is a 47.8% premium to the closing share price on August 12, 2022 (the “Acquisition”). We anticipate funding the Acquisition with capital raised by EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), an affiliate of EFH SPVI. We expect commitments EF Hutton SPV I LLC for the financing to be in place when the Definitive Agreements are signed. Our investment banker EF Hutton has indicated that it is highly confident that the arranging of this financing in the market can be done subject to satisfaction with the terms specified in the Highly Confident Letter issued on August 12, 2022.
EF Hutton SPV I LLC
August 12, 2022
Page two
Due Diligence and Timing: Our proposal set forth in this letter is based on publicly available information and subject in all respects to our satisfaction with the results of due diligence regarding the financial outlook of the Company, as well as the evaluation of relevant commercial, legal, accounting and tax matters. Together with our financing partner, EF Hutton, we are prepared to devote the resources necessary to consummate the Acquisition and, assuming sufficient access to information from the Company, we believe that we can complete our due diligence within 60 days after being given access to the relevant materials given our extensive prior research and existing familiarity with Laird Superfood and the industry.
Definitive Agreements; We are prepared to negotiate and finalize definitive agreements (the “Definitive Agreements”) concurrently with our due diligence review. This proposal is subject to execution of Definitive Agreements. These documents will provide for covenants and conditions typical and appropriate for transactions of this type.
Confidentiality EFH SPV and its partners will, as required by law, promptly file a Schedule 13D to disclose this letter and the formation of EFH SPV for the purpose of pursuing the proposed Acquisition. However, we are sure you will agree with us that it is in all of our interests to ensure that we proceed in a confidential manner, unless otherwise required by law, until we have executed Definitive Agreements or terminated our discussions.
Process. We believe that the Acquisition will provide superior value to the Company’s shareholders. We recognize of course that the Board will evaluate the proposed Acquisition independently before it can make its own determination whether to endorse it.
No Binding Commitment. This letter constitutes only a preliminary indication of our interest, and does not constitute any binding commitment with respect to an Acquisition. Such a commitment will result only from the execution of Definitive Agreements, and then will be on the terms provided in such documentation.
In closing, we would like to personally express our commitment to working together in bringing this Acquisition to a successful and timely conclusion. Should you have any questions regarding this proposal, please do not hesitate to contact the undersigned at 617-784-5462. We look forward to hearing from you.
EF Hutton SPV I LLC
August 12, 2022
Page three
We look forward to discussing our proposal with you.
Benjamin Piggott
Managing Partner, EF Hutton Special Purpose Vehicle I
Ben505@gmail.com
Exhibit 3
590 Madison Avenue, 39th Floor
New York, New York 10022
August 12, 2022
Mr. Benjamin Piggott
EF Hutton SPV I LLC
2 Sea Wall Lane
Bayville, New York 11709
Dear Mr. Piggott,
EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”) is pleased to present its preliminary indication of interest to EF Hutton SPV I LLC (“SPVI”) to potentially raise $30MM-$35MM in a private equity offering of SPVI securities (the “Equity Financing”), in connection with SPVI’s proposal to acquire (the “Acquisition”) all of the issued and outstanding shares of Laird Superfood, Inc. (the “Target”) and to fund expenses of SPVI associated with the Acquisition.
We expect that the Equity Financing should attract positive interest with our clients. EF Hutton is therefore highly confident that the Equity Financing can be arranged subject to the terms of this letter and we believe that we should be able to work expeditiously with you towards completing the Acquisition based on our understanding of the capital markets and industry sector.
This letter of interest is subject to customary conditions, including, amongst others: (i) satisfactory determination of the structure of the Acquisition and the terms and conditions of the Equity Financing, (ii) satisfactory completion of due diligence, including but not limited to our review of the Target’s historical financials (iii) no material adverse change in the capital and/or broader financing markets or in the business, financial condition, assets or prospect of the Target, and (iv) execution of documentation relating to the Acquisition and the Equity Financing in a form satisfactory to EF Hutton.
EF Hutton has raised gross proceeds of approximately $10.0 billion across more than 186 transactions since founding EF Hutton in May of 2020. Since January 2021, EF Hutton has successfully brought public 41 SPACs, totaling over $4.8 billion in aggregate gross proceeds. EF Hutton’s emphasis on quality diligence and trusted partnerships has created a continuously expanding ecosystem of high-quality small and mid-cap corporations.
Mr. Benjamin Piggott
EF Hutton SPV I LLC
August 12, 2022
Page two
This letter of interest is issued for your benefit only and no other person or entity may rely on it, except that you may disclose a copy to the Target, subject always to the terms of this letter and on the basis that the Target and its advisers may place no reliance on it. EF Hutton shall not be responsible or liable to you or to any other person or entity for any damages or loss that may be alleged as a result of this letter.
This letter is not intended to create legal relations between us and is not an offer of financing or a commitment with respect to the Equity Financing or any other financing and creates no obligation or liability on EF Hutton to provide, arrange, underwrite or participate in any financing.
We look forward to working with you to complete the Equity Financing and the Acquisition.
EF Hutton, division of Benchmark Investments, LLC | |
/s/ Sam Fleischman | |
Sam Fleischman, Supervisory Principal |
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