8-K 1 d10971d8k.htm 8-K 8-K












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 31, 2020



Laird Superfood, Inc.

(Exact name of registrant as specified in its charter)




Delaware   1-39537   81-1589788

(State or other jurisdiction

of incorporation)



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, par value $0.001 per share   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.

Laird Superfood, Inc. (the “Company”) previously reported in its Prospectus on 424(b)(4) dated September 22, 2020 that Luan Pham, Chief Marketing and Revenue Officer, would be retiring on December 31, 2020, and that he qualified for certain benefits by reason of a departure due to retirement. Mr. Pham retired from the Company on such date, executed a separation agreement and general release of claims (the “Separation Agreement”), and thereby became entitled to have the term of certain stock options extended for five (5) years from the date of separation, notwithstanding his departure. The time-based vesting of certain of Mr. Pham’s stock options also accelerated effective as of December 31, 2020.

The Separation Agreement also contained a general release and various other customary terms in favor of the Company. The description of the Separation Agreement herein is qualified by reference to the full text of the Separation Agreement, a form of which is attached as Exhibit A to Mr. Pham’s Employment Agreement, attached as Exhibit 10.12 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 dated September 10, 2020.


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: January 4, 2021     Laird Superfood, Inc.

/s/ Valerie Ells

    Name:   Valerie Ells
    Title:   Chief Financial Officer