Smart for Life to acquire Purely Optimal Nutrition for ~$12M; expects >$8M annual revenue

SMART FOR LIFE, INC.

Purchase price of $11,965,966 consists of $7,859,580 cash and 18,414 shares of Series D convertible preferred stock.
Acquisition valued at 6x reconstructed EBITDA of approximately $1.47M for the trailing twelve months ended Nov 30, 2023.
Purely Optimal had trailing twelve-month revenue >$8M and adjusted EBITDA >$1M; expected close within 8 weeks.
Sellers agreed to two-year non-compete; indemnification: 10% deductible, 35% cap for non-fundamental breaches.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

SMART FOR LIFE, INC. entered into Purchase Agreement with Purely Optimal Nutrition Inc., Tan Enterprises, Inc., Availiant Holdings Corporation, Dannel Tan, Jason Kwan and Timur Kim valued at $11,965,966.10 (effective 2024-04-03).

Action: entry
Agreement: asset purchase
Counterparty: Purely Optimal Nutrition Inc., Tan Enterprises, Inc., Availiant Holdings Corporation, Dannel Tan, Jason Kwan and Timur Kim
Value: $11,965,966.10
Effective: 2024-04-03

Exact text from the filing

On April 3, 2024, Smart for Life, Inc. (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with Purely Optimal Nutrition Inc. (“ Purely Optimal ”) and Tan Enterprises, Inc., Availiant Holdings Corporation, Dannel Tan, Jason Kwan and Timur Kim (the “ Sellers ”) pursuant to which the Company agreed to acquire all of the issued and outstanding membership interests of Purely Optimal, a health supplement brand, from the Sellers for an aggregate purchase price of $11,965,966.10

View on SEC.gov

419 material agreements filed in the last 30 days. Browse all material agreements →

Source: SEC EDGAR

accession 0001213900-24-031639

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.