{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-009733","form_type":"8-K","ticker":null,"cik":"0001851860","company_name":"SMART FOR LIFE, INC.","filed_at":"2024-02-02T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.018380+00:00","generated_at":"2026-06-06T10:08:12.697533+00:00","sec_items":["1.01","2.01","2.03","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.7,"calibrated_materiality_score":0.7,"confidence":"high","headline":"Smart for Life sells three subsidiaries to First Health FL for $3.49M; debt restructured","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-009733","json":"https://secwatch.observer/filing/0001213900-24-009733.json","markdown":"https://secwatch.observer/filing/0001213900-24-009733.md","text":"https://secwatch.observer/filing/0001213900-24-009733.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1851860/000121390024009733/0001213900-24-009733-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1851860/000121390024009733/ea192666-8k_smartfor.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-06T10:08:12.697533+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"9a7a3b5349577bac66c395a5090a9f7f06703723","claim":"SMART FOR LIFE, INC. completed a disposition involving First Health FL LLC (closed 2024-01-29).","evidence_excerpt":"the Company agreed to sell all assets of the Subsidiaries to the Buyer (the “ Disposition ”)","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851860/000121390024009733/0001213900-24-009733-index.htm","confidence":0.95,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"First Health FL LLC"},{"label":"Closing","value":"2024-01-29"}],"fact_type":"ma_transaction"},{"claim_id":"80d02aea1a66ff48a8b4cf1c4030be7dc1635841","claim":"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).","evidence_excerpt":"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 ”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851860/000121390024009733/0001213900-24-009733-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"First Health FL LLC"},{"label":"Value","value":"Aggregate purchase price of $3,486,233, consisting of $210,993.50 paid to creditors and $3,275,239 i"},{"label":"Effective","value":"2024-01-29"}],"fact_type":"material_agreement"},{"claim_id":"a6909e88ab5edf4eba9c751dceecd74a04baa587","claim":"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).","evidence_excerpt":"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 ”).","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851860/000121390024009733/0001213900-24-009733-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Counterparty","value":"First Health FL LLC"},{"label":"Value","value":"51% owned by affiliates of Buyer and 49% owned by Company, with purchase option for remaining Minori"},{"label":"Effective","value":"2024-01-29"}],"fact_type":"material_agreement"},{"claim_id":"b25cf0d5c72bdec84d9f99393601af71dec5938a","claim":"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).","evidence_excerpt":"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 ”)","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851860/000121390024009733/0001213900-24-009733-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"the Note Holder"},{"label":"Value","value":"Amended principal amount to $2,751,233.45, interest rate 13%, maturity extended to January 26, 2026,"},{"label":"Effective","value":"2024-01-26"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}