{"schema_version":"secwatch.filing_event.v1","accession":"0001437749-26-012942","form_type":"8-K","ticker":"LSF","cik":"0001650696","company_name":"Laird Superfood, Inc.","filed_at":"2026-04-21T23:59:59+00:00","discovered_at":"2026-05-14T18:02:32.664936+00:00","generated_at":"2026-05-15T05:07:09.067578+00:00","sec_items":["1.01","2.01","3.02","5.02","7.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.85,"calibrated_materiality_score":0.85,"confidence":"high","headline":"Laird Superfood acquires Terrasoul for $48M cash plus $5M earnout; Nexus invests $60M in preferred stock","bullets":["Acquisition of Terrasoul Superfoods for $48M cash, up to $5M earnout; Terrasoul had $65.8M unaudited net sales in FY2025.","Funded by $60M Series A Convertible Preferred issuance to Nexus Capital affiliates; Nexus to own ~71.7% fully diluted.","Dennis Botts, Terrasoul co-founder, enters 2-year advisory agreement for $1.5M paid monthly.","Seller parties subject to 3-5 year non-compete and restrictive covenants post-closing.","Financial statements of Terrasoul to be filed within 71 days via 8-K amendment."],"urls":{"canonical":"https://secwatch.observer/filing/0001437749-26-012942","json":"https://secwatch.observer/filing/0001437749-26-012942.json","markdown":"https://secwatch.observer/filing/0001437749-26-012942.md","text":"https://secwatch.observer/filing/0001437749-26-012942.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1650696/000143774926012942/0001437749-26-012942-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1650696/000143774926012942/lsf20260421_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-15T05:07:09.067578+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":"d17bd5b93c7a65413d871c838d1894a1021354db","claim":"Laird Superfood, Inc. completed an acquisition involving Terrasoul Superfoods, LLC (Terrasoul) for $48.0 million in cash, subject to customary purchase price adjustments, including adjustments for working capital, cash, debt and transaction expenses and poten (closed 2026-04-21).","evidence_excerpt":"Interests (as defined in the Terrasoul Acquisition Agreement) which constitute all of the issued and outstanding equity interests of Terrasoul, for a purchase price of (i) $48.0 million in cash, subject to customary purchase price adjustments, including adjustments for working capital, cash, debt and transaction expenses and (ii) potential earnout consideration","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1650696/000143774926012942/0001437749-26-012942-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Terrasoul Superfoods, LLC (Terrasoul)"},{"label":"Consideration","value":"$48.0 million in cash, subject to customary purchase price adjustments, including adjustments for working capital, cash, debt and transaction expenses and poten"},{"label":"Closing","value":"2026-04-21"}],"fact_type":"ma_transaction"},{"claim_id":"aa9266ee7f8ef81433d43c57ba0684feaf86d833","claim":"Laird Superfood, Inc. entered into Terrasoul Acquisition Agreement with the Seller valued at $48.0 million in cash plus potential earnout consideration of up to $5.0 million in cash.","evidence_excerpt":"for a purchase price of (i) $48.0 million in cash, subject to customary purchase price adjustments, including adjustments for working capital, cash, debt and transaction expenses and (ii) potential earnout consideration of up to $5.0 million in cash","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1650696/000143774926012942/0001437749-26-012942-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"asset purchase"},{"label":"Counterparty","value":"the Seller"},{"label":"Value","value":"$48.0 million in cash plus potential earnout consideration of up to $5.0 million in cash"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}