SMART FOR LIFE, INC.: M&A transaction — Smart for Life sells three subsidiaries to First Health FL for $3.49M; debt restructured

SMART FOR LIFE, INC.

Smart for Life sold all assets of Ceautamed Worldwide, Wellness Watchers, and Greens First to First Health FL LLC for total consideration of $3,486,233.
Purchase price includes $210,994 paid to creditors and $3,275,239 in assumed liabilities, including debt under the Hayes Amortizing Note.
Buyer is 51% owned by affiliates and 49% by Smart for Life; Buyer has option to purchase remaining 49% for nominal consideration.
Note purchase agreement amended: principal $2,751,233 at 13% interest, maturity Jan 2026, with semi-annual principal reduction payments of $50,000.
Certain notes to RMB Industries ($967,500) and RTB Childrens Trust ($107,500) were forgiven and cancelled in connection with the sale.

item 1.01 item 2.01 item 2.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.95

SMART FOR LIFE, INC. completed a disposition involving First Health FL LLC (closed 2024-01-29).

Action: disposition
Counterparty: First Health FL LLC
Closing: 2024-01-29

Exact text from the filing

the Company agreed to sell all assets of the Subsidiaries to the Buyer (the “ Disposition ”)

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SMART FOR LIFE, INC. entered into Asset Purchase Agreement with First Health FL LLC valued at Aggregate purchase price of $3,486,233, consisting of $210,993.50 paid to creditors and $3,275,239 i (effective 2024-01-29).

Action: entry
Agreement: asset purchase
Counterparty: First Health FL LLC
Value: Aggregate purchase price of $3,486,233, consisting of $210,993.50 paid to creditors and $3,275,239 i
Effective: 2024-01-29

Exact text from the filing

On January 29, 2024, Smart for Life, Inc. (the “ Company ”) entered into an asset purchase agreement (the “ Asset Purchase Agreement ”) with First Health FL LLC (the “ Buyer ”)

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SMART FOR LIFE, INC. entered into LLC Agreement with First Health FL LLC valued at 51% owned by affiliates of Buyer and 49% owned by Company, with purchase option for remaining Minori (effective 2024-01-29).

Action: entry
Counterparty: First Health FL LLC
Value: 51% owned by affiliates of Buyer and 49% owned by Company, with purchase option for remaining Minori
Effective: 2024-01-29

Exact text from the filing

In connection with the Disposition, the Company also entered into a limited liability company agreement, pursuant to which the Buyer was organized (the “ LLC Agreement ”).

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

SMART FOR LIFE, INC. amended OID Note Amendment with the Note Holder valued at Amended principal amount to $2,751,233.45, interest rate 13%, maturity extended to January 26, 2026, (effective 2024-01-26).

Action: amendment
Agreement: notes offering
Counterparty: the Note Holder
Value: Amended principal amount to $2,751,233.45, interest rate 13%, maturity extended to January 26, 2026,
Effective: 2024-01-26

Exact text from the filing

the Note, as amended, was further amended by a promissory note modification agreement on January 26, 2024, to amend the new principal amount due and owing under the Note to $2,751,233.45 (the “ OID Note Amendment ”)

View on SEC.gov

Browse all m&a transactions →

Source: SEC EDGAR

accession 0001213900-24-009733

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.