---
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"
generated_at: "2026-06-06T10:08:12.697533+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.7
calibrated_materiality_score: 0.7
confidence: "high"
source: SEC EDGAR
---

# Smart for Life sells three subsidiaries to First Health FL for $3.49M; debt restructured

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-24-009733
- form_type: 8-K
- cik: 0001851860
- company_name: SMART FOR LIFE, INC.
- filed_at: 2024-02-02T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.7
- calibrated_materiality_score: 0.7
- confidence: high
- sec_items: 1.01, 2.01, 2.03, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-009733
- JSON: https://secwatch.observer/filing/0001213900-24-009733.json
- Plain text: https://secwatch.observer/filing/0001213900-24-009733.txt

## Key facts
- M&A Transactions
  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
  source text: the Company agreed to sell all assets of the Subsidiaries to the Buyer (the “ Disposition ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1851860/000121390024009733/0001213900-24-009733-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1851860/000121390024009733/0001213900-24-009733-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1851860/000121390024009733/0001213900-24-009733-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1851860/000121390024009733/0001213900-24-009733-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.