UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
| | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from _________ to_________
Commission File Number:
Laird Superfood, Inc.
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
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| Accelerated filer |
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| ☒ |
| Smaller reporting company |
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| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of November 7, 2025 the registrant had
Laird, our logo and other trademarks or service marks appearing in this report are the property of Laird Superfood, Inc. Trade names, trademarks and service marks of other companies appearing in this report are the property of their respective owners. Solely for convenience, the trademarks, service marks and trade names included in this report are without the ®, or other applicable symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks and trade names.
Unless the context otherwise indicates, references to “Laird Superfood,” “we,” “our,” “us” and the “Company” refer to Laird Superfood, Inc. and its subsidiary on a consolidated basis.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements convey our current expectations or forecasts of future events and are not guarantees of future performance. Such forward-looking statements are based on numerous assumptions that we believe are reasonable, but they are open to a wide range of uncertainties and business risks. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Any statements contained in this Quarterly Report on Form 10-Q that are not statements of historical fact may be forward-looking statements. When we use the words “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “may,” “plans,” “potential,” “predicts,” “seeks,” “should,” “will,” “would,” or the negative of these terms or other comparable terminology, we are identifying forward-looking statements.
Forward-looking statements involve risks and uncertainties, which may cause our actual results, performance, or achievements to be materially different from those expressed or implied by forward-looking statements. Key factors that could cause actual results to be different than expected or anticipated include, but are not limited to:
| ● |
our limited operating history and ability to become profitable; |
| ● |
our ability to manage our growth, including our human resource requirements; |
| ● |
our reliance on third parties for raw materials and production of our products; |
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our future capital resources and needs; |
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our ability to retain and grow our customer base; |
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our reliance on independent distributors for a substantial portion of our sales; |
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our ability to evaluate and measure our business, prospects, and performance metrics; |
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our ability to compete and succeed in a highly competitive and evolving industry; |
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the health of the premium organic and natural food industry as a whole; |
| ● |
risks related to our intellectual property rights and developing a strong brand; |
| ● |
our reliance on key personnel, including Laird Hamilton and Gabrielle Reece; |
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regulatory risks; |
| ● |
the risk of substantial dilution from future issuances of our equity securities; |
| ● |
tariffs and trade-related policies; and |
| ● |
the other risks described herein and in our Annual Report on Form 10-K for the year ended December 31, 2024. |
In light of these risks, uncertainties and assumptions, you are cautioned not to place undue reliance on forward-looking statements, which are inherently unreliable and speak only as of the date of this Quarterly Report on Form 10-Q. You should read this Quarterly Report on Form 10-Q and the documents that we reference in this report with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. When considering forward-looking statements, you should keep in mind the cautionary statements in this report. We qualify all our forward-looking statements by these cautionary statements. We are not under any obligation, and we expressly disclaim any obligation, to update or alter any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
PART I - FINANCIAL INFORMATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(Unaudited)
| As of | ||||||||
| September 30, 2025 | December 31, 2024 | |||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash, cash equivalents, and restricted cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Noncurrent assets | ||||||||
| Property and equipment, net | ||||||||
| Intangible assets, net | ||||||||
| Related party license agreements | ||||||||
| Right-of-use assets | ||||||||
| Total noncurrent assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Related party liabilities | ||||||||
| Lease liabilities, current portion | ||||||||
| Total current liabilities | ||||||||
| Lease liabilities | ||||||||
| Total liabilities | ||||||||
| Stockholders’ equity | ||||||||
| Common stock, $ par value, shares authorized at September 30, 2025 and December 31, 2024; and issued and outstanding at September 30, 2025, respectively; and and issued and outstanding at December 31, 2024, respectively. | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended |
Nine Months Ended |
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| September 30, |
September 30, |
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| 2025 |
2024 |
2025 |
2024 |
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| Sales, net |
$ | $ | $ | $ | ||||||||||||
| Cost of goods sold |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Gross profit |
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| General and administrative |
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| Salaries, wages, and benefits |
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| Other general and administrative |
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| Total general and administrative expenses |
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| Sales and marketing |
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| Marketing and advertising |
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| Selling |
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| Related party marketing agreements |
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| Total sales and marketing expenses |
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| Total operating expenses |
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| Operating loss |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Other income |
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| Loss before income taxes |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Income tax expense |
( |
) | ( |
) | ( |
) | ( |
) | ||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Net loss per share: |
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| Basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted |
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The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.
CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
| Stockholders’ Equity |
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| Common Stock |
Additional |
Accumulated |
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| Shares |
Amount |
Paid-in Capital |
Deficit |
Total |
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| Balances, January 1, 2025 |
$ | $ | $ | ( |
) | |||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||
| Common stock issuances, net of taxes |
( |
) | ( |
) | ||||||||||||||||
| Stock options exercised |
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| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| Balances, March 31, 2025 |
( |
) | ||||||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||
| Common stock issuances, net of taxes |
( |
) | ( |
) | ||||||||||||||||
| Stock options exercised |
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| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| Balances, June 30, 2025 |
( |
) | ||||||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||
| Common stock issuances, net of taxes |
( |
) | ( |
) | ||||||||||||||||
| Stock options exercised |
( |
) | ||||||||||||||||||
| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| Balances, September 30, 2025 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
| Stockholders’ Equity |
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| Common Stock |
Additional |
Accumulated |
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| Shares |
Amount |
Paid-in Capital |
Deficit |
Total |
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| Balances, January 1, 2024 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||
| Common stock issuances, net of taxes |
( |
) | ( |
) | ||||||||||||||||
| Stock options exercised |
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| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| Balances, March 31, 2024 |
( |
) | ||||||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||
| Common stock issuances, net of taxes |
( |
) | ( |
) | ||||||||||||||||
| Common stock issuance costs |
— | ( |
) | ( |
) | |||||||||||||||
| Stock options exercised |
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| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| Balances, June 30, 2024 |
( |
) | ||||||||||||||||||
| Stock-based compensation |
— | |||||||||||||||||||
| Common stock issuances, net of taxes |
( |
) | ||||||||||||||||||
| Common stock issuance costs |
— | |||||||||||||||||||
| Stock options exercised |
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| Net loss |
— | ( |
) | ( |
) | |||||||||||||||
| Balances, September 30, 2024 |
$ | $ | $ | ( |
) | $ | ||||||||||||||
The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended September 30, |
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| 2025 |
2024 |
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| Cash flows from operating activities |
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| Net loss |
$ | ( |
) | $ | ( |
) | ||
| Adjustments to reconcile net loss to net cash from operating activities: |
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| Depreciation and amortization |
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| Stock-based compensation |
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| Provision for inventory obsolescence |
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| Impairment of long-lived intangible assets |
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| Other operating activities, net |
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| Changes in operating assets and liabilities: |
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| Accounts receivable |
( |
) | ( |
) | ||||
| Inventory |
( |
) | ( |
) | ||||
| Prepaid expenses and other current assets |
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| Operating lease liability |
( |
) | ( |
) | ||||
| Accounts payable |
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| Accrued expenses |
( |
) | ||||||
| Related party liabilities |
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| Net cash from operating activities |
( |
) | ||||||
| Cash flows from investing activities |
( |
) | ( |
) | ||||
| Cash flows from financing activities |
( |
) | ( |
) | ||||
| Net change in cash and cash equivalents |
( |
) | ||||||
| Cash, cash equivalents, and restricted cash, beginning of period |
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| Cash, cash equivalents, and restricted cash, end of period |
$ | $ | ||||||
| Supplemental disclosures of non-cash financing activities |
||||||||
| Prepaid expenses paid for with a short-term financing arrangement included in accrued expenses |
$ | $ | ||||||
| Taxes withheld to cover net issuances of incentive stock awards included in accrued expenses |
$ | $ | ||||||
The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.
1. Summary of Significant Accounting Policies and Estimates
Financial Statement Preparation
The accompanying unaudited consolidated condensed financial statements (the “balance sheet(s),” “statement(s) of operations,” “statement(s) of stockholders' equity,” and “statement(s) of cash flows,” collectively, the “financial statements”) include the accounts of Laird Superfood, Inc., a Nevada corporation, and its wholly owned subsidiary, Picky Bars, LLC (collectively, the “Company,” or “Laird Superfood”). In management's opinion, the financial statements contain all adjustments, which are normal recurring adjustments, necessary for a fair presentation of the Company's financial position and its results of operations, changes in stockholders’ equity, and cash flows for the interim periods presented in this report.
Segment information is prepared on the same basis that the Company's Chief Executive Officer, who is deemed to be the Company's Chief Operating Decision Maker (the “CODM”), reviews financial information for operational decision-making purposes. The Company has reportable segment. See Note 15 for information on the Company's segment.
The financial statements and related financial information should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2025. The financial information as of December 31, 2024 was derived from the audited consolidated financial statements and notes for the fiscal year ended December 31, 2024 included in Item 8 of the 2024 Form 10-K. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with the footnotes and management's discussion and analysis of the consolidated financial statements in the 2024 Form 10-K. Certain information in footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) has been condensed or omitted pursuant to the rules and regulations of the SEC and the accounting standards for interim financial statements.
The Company's historical results are not necessarily indicative of future operating results, and the operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2025 or any other period.
Liquidity
As of September 30, 2025, the Company had $
As of September 30, 2025, the Company had access to up to $
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires, among other things, additional disclosures primarily related to the income tax rate reconciliation and income taxes paid. The expanded annual disclosures are effective for the year ending December 31, 2025 and interim periods within the fiscal years beginning after December 15, 2025. The Company currently does not expect that the impact that ASU 2023-09 will have a material impact on its consolidated financial statements and expects to apply the standard retrospectively.
In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosures about the nature of expenses included in the income statement, such as purchases of inventory, employee compensation, and depreciation. ASU 2024-03 is effective for public business entities for annual periods beginning after December 15, 2026, and interim reporting periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2024-03 on its financial statements and related disclosures.
Subsequent Events
Subsequent events are events or transactions that occur after the balance sheet date but before the financial statements are available to be issued. The Company has evaluated events and transactions subsequent to September 30, 2025 for potential recognition of disclosure in the financial statements and determined that there were no such subsequent events.
2. Cash, Cash Equivalents, and Restricted Cash
Cash, cash equivalents, and restricted cash are highly liquid instruments with an original maturity of three months or less when purchased. For the purposes of the statements of cash flows, the Company includes cash on hand, cash in clearing accounts, cash on deposit with financial institutions, investments with an original maturity of three months or less, and restricted cash in determining the total balance.
The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets as of:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash | ||||||||
| Total cash, cash equivalents, and restricted cash | $ | $ | ||||||
Amounts in restricted cash represent those that are required to be set aside by the following contractual agreements:
| ● | On December 3, 2020, the Company entered into an agreement with Danone Manifesto Ventures, PBC, which provided the Company $ |
| ● | Cash equivalents of $ |
Cash, cash equivalents, and restricted cash balances that exceeded the Federal Deposit Insurance Corporation (“FDIC”) and Securities Investor Protection Corporation ("SIPC") insurable limits as of September 30, 2025 and December 31, 2024 totaled $
3. Inventory
Inventory is stated at the lower of cost or net realizable value, or the value of consideration that can be received upon sale of said product, with approximate costs determined on a first-in first-out basis. Inventories consist primarily of raw materials, packaging, and finished goods, and inventory costs include co-packing fees, indirect labor, and allocable overhead. The following table presents the components of inventory as of:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Raw materials and packaging | $ | $ | ||||||
| Finished goods | ||||||||
| Total Inventory | $ | $ | ||||||
As of September 30, 2025 and December 31, 2024, the Company had a total of $
The Company periodically reviews the value of items in inventory and provides write-offs of inventory based on current market assessments, which are charged to cost of goods sold. For the three and nine months ended September 30, 2025, the Company recorded $
The following table presents the components of inventory reserves as of:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Estimated based on inventory turnover, quantities on hand, and expiration dates | $ | $ | ||||||
| Discontinued product | ||||||||
| Total inventory reserves | $ | $ | ||||||
4. Prepaid Expenses and Other Current Assets
The following table presents the components of prepaid expenses and other current assets as of:
| September 30, |
December 31, |
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| 2025 |
2024 |
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| Prepaid expenses |
$ | $ | ||||||
| Prepaid inventory |
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| Deposits |
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| Other current assets |
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| Prepaid expenses and other current assets |
$ | $ | ||||||
5. Property and Equipment
Property and equipment, net is comprised of the following as of:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Depreciation | Net Carrying Amount | Gross Carrying Amount | Accumulated Depreciation | Net Carrying Amount | |||||||||||||||||||
| Furniture and office equipment | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Leasehold improvements | ( | ) | ( | ) | ||||||||||||||||||||
| $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | |||||||||||||||
Depreciation expense was $
6. Intangible Assets
Intangible assets are comprised of the following as of:
| September 30, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||||
| Trade names ( years) | $ | $ | $ | $ | $ | ( | ) | $ | ||||||||||||||||
| Recipes ( years) | ( | ) | ||||||||||||||||||||||
| Other intangible assets ( years) | ( | ) | ( | ) | ||||||||||||||||||||
| Definite-lived intangible assets | ( | ) | ( | ) | ||||||||||||||||||||
| Licensing agreements (indefinite) | — | — | ||||||||||||||||||||||
| Total intangible assets | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | ||||||||||||||
The weighted-average remaining useful life of all the Company’s intangible assets is
For the three and nine months ended September 30, 2025, amortization expense was $
Definite-lived intangible assets are evaluated for impairment under Accounting Standards Codification ("ASC") Topic 360-10, Impairment and Disposal of Long-Live Assets whenever events or changes in circumstances indicate the carrying value may not be recoverable. During the third quarter of 2025, the Company identified a triggering event related to the Picky Bars long-lived asset group (‘‘the asset group’’) related to a decision to discontinue the Picky Bars brand in the second quarter of 2026, in order to re-direct the Company's investment into the Laird Superfood brand. As a result, the Company evaluated the recoverability of the asset group as of September 30, 2025. The estimated undiscounted future cash flows generated by the asset group were less than the carrying amount, indicating that the asset group was not recoverable. The Company performed a quantitative analysis on the Company's estimates of the fair values of the asset group which exceeded their carrying values, indicating that the asset group was impaired. In the three and nine months ended September 30, 2025, the Company recorded impairment charges of $
The estimated amortization expense for each of the next five years and thereafter is as follows:
| 2025 (excluding the nine months ended September 30, 2025) | $ | |||
| 2026 | ||||
| Total | $ |
7. Accrued Expenses
The following table presents the components of accrued expenses as of:
| September 30, |
December 31, |
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| 2025 |
2024 |
|||||||
| Accrued compensation and benefits |
$ | $ | ||||||
| Accrued accounts payable |
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| Other accrued expenses |
||||||||
| Accrued expenses |
$ | $ | ||||||
8. Leases
Lessee
The Company has entered into operating lease agreements for corporate office space with varying lease terms. For the periods presented below, the components of lease expense were as follows:
| Three Months Ended | Nine Months Ended | |||||||
| September 30, 2025 |
September 30, 2025 |
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| Operating leases |
||||||||
| Operating lease cost |
$ | $ | ||||||
| Variable lease cost |
||||||||
| Operating lease expense |
||||||||
| Short-term lease rent expense |
||||||||
| Total rent expense |
$ | $ | ||||||
| Three Months Ended |
Nine Months Ended |
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| September 30, 2024 |
September 30, 2024 |
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| Operating leases |
||||||||
| Operating lease cost |
$ | $ | ||||||
| Variable lease cost |
||||||||
| Operating lease expense |
||||||||
| Short-term lease rent expense |
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| Total rent expense |
$ | $ | ||||||
| Nine Months Ended |
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| September 30, 2025 |
September 30, 2024 |
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| Operating cash flows – operating leases |
$ | $ | ||||||
| September 30, 2025 |
September 30, 2024 |
|||||||
| Weighted-average remaining lease term – operating leases (in years) |
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| Weighted-average discount rate – operating leases |
% | % | ||||||
As of September 30, 2025, future minimum payments during the next three years, with no future minimum payments thereafter, are as follows:
| 2025 (excluding the nine months ended September 30, 2025) |
$ | |||
| 2026 |
||||
| 2027 |
||||
| Total |
||||
| Less imputed interest |
( |
) | ||
| Operating lease liabilities |
$ |
Lessor
The Company was the lessor in a sublease agreement until October 31, 2024. For the periods presented below, the components of rental income were as follows:
| Three Months Ended |
Nine Months Ended |
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| September 30, 2024 |
September 30, 2024 |
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| Operating leases |
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| Operating lease income |
$ | $ | ||||||
| Variable lease income |
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| Total rental income |
$ | $ | ||||||
9. Income Taxes
The Company had a tax net loss for the three and nine months ended September 30, 2025 and 2024 and, therefore, has recorded no assessment of current federal income taxes. The Company is subject to minimum state taxes for various jurisdictions, as well as franchise taxes, which are considered income taxes under ASC 740, Income Taxes. A reconciliation of income tax expense at the federal statutory rate to the income tax provision at the Company's effective rate is as follows:
| Nine Months Ended | ||||||||
| September 30, 2025 | September 30, 2024 | |||||||
| Income tax benefit at statutory rates | $ | $ | ||||||
| Valuation allowance for deferred tax assets | ( | ) | ( | ) | ||||
| Stock-based compensation | ||||||||
| Other income (expense), net | ( | ) | ( | ) | ||||
| Reported income tax expense | $ | ( | ) | $ | ( | ) | ||
| Effective tax rate: | % | % | ||||||
The Company’s deferred tax assets consisted of the following as of:
| September 30, 2025 | December 31, 2024 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carryforwards | $ | $ | ||||||
| Intangible assets | ||||||||
| Property and equipment | ||||||||
| Accrued expenses | ||||||||
| Unexercised options | ||||||||
| Other | ||||||||
| Total deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total net deferred tax assets | $ | $ | ||||||
As of September 30, 2025, the Company did not provide a current or deferred U.S. federal income tax provision or benefit for any of the periods presented, because the Company has reported cumulative losses since inception. The Company has recorded a provision for state income taxes and a corresponding current state income tax payable of approximately $
The following tables presents net operating losses ("NOLs") and other income tax carryforwards for the following periods:
| September 30, 2025 | December 31, 2024 | |||||||
| NOLs and other income tax carryforwards | ||||||||
| Federal NOLs pre-2017 (1) | $ | $ | ||||||
| Federal NOLs post-2018 (2) | ||||||||
| State NOLs (3) | ||||||||
| Total NOLs | ||||||||
| Credits (4) | ||||||||
| Other carryforwards (4) | ||||||||
| Total NOLs and other income tax carryforwards | $ | $ | ||||||
| (1) Can be carried forward for 20 years and which begin to expire in 2036. | ||||||||
| (2) Can be carried forward indefinitely. | ||||||||
| (3) Can be carried forward for between 15 and 20 years and which begin to expire in 2031. | ||||||||
| (4) Can be carried forward for between one and five years and begin to expire in 2025. | ||||||||
The use of NOLs may be subject to certain limitations, such as those triggered by ownership changes under Section 382 of the Internal Revenue Code. Because of these provisions, the use of a portion of the Company's NOLs and tax credit carryforwards may be limited in future periods. Further, a portion of the NOLs may expire before being applied to reduce future income tax liabilities.
The Company assesses its deferred tax assets and liabilities to determine if it is more likely than not, they will be realized; if not, a valuation allowance is required to be recorded. Management has determined it is more likely than not that the deferred tax assets would not be realized, thus a full valuation allowance was recorded against the deferred tax assets. The Company may reduce the valuation allowance against definite-lived deferred tax assets at such a time when it becomes more likely than not that the definite-lived deferred tax assets will be realized. The change in the valuation allowance for deferred tax assets and liabilities for the nine months ended September 30, 2025 and 2024 were net increases of $
GAAP requires management to evaluate and report information regarding its exposure to various tax positions taken by the Company. The Company has determined whether there are any tax positions that have met the recognition threshold and has measured the Company’s exposure to those tax positions. Management believes that the Company has adequately addressed all relevant tax positions and that there are no unrecorded tax liabilities or uncertain tax positions.
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. U.S. and state jurisdictions have statutes of limitations that generally range from 3 to 5 years.
On July 4, 2025, legislation, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was signed into law. The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company currently does not expect the OBBBA to have a material impact on our consolidated financial statements and recognizes any income tax effects in the consolidated financial statements beginning in the period in which the OBBBA was signed into law.
10. Stock Incentive Plan
The Company adopted an incentive plan on September 22, 2020, to provide for the grant of stock options, stock appreciation rights, restricted stock awards (“RSAs”), restricted stock units (“RSUs”), deferred stock units, unrestricted stock, dividend equivalent rights, performance shares and other performance-based awards, other equity-based awards and cash bonus awards to Company employees, employees of the Company’s affiliates, non-employee directors and certain consultants and advisors. In May 2024, the Company's stockholders approved an amendment to the incentive plan to reserve an additional
Stock Options
The following tables summarize the Company’s stock option activity during the nine months ended September 30, 2025 and 2024:
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Options | Exercise Price | Contractual | Aggregate | |||||||||||||
| Activity | (per share) | Term (years) | Intrinsic Value | |||||||||||||
| Balance at January 1, 2025 | $ | $ | ||||||||||||||
| Granted | $ | — | $ | — | ||||||||||||
| Exercised/released (1) | ( | ) | $ | — | $ | — | ||||||||||
| Cancelled/forfeited | ( | ) | $ | — | $ | — | ||||||||||
| Balance at September 30, 2025 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2025 | $ | $ | ||||||||||||||
| (1) Includes |
| Weighted | Weighted | |||||||||||||||
| Average | Average | |||||||||||||||
| Options | Exercise Price | Contractual | Aggregate | |||||||||||||
| Activity | (per share) | Term (years) | Intrinsic Value | |||||||||||||
| Balance at January 1, 2024 | $ | $ | ||||||||||||||
| Granted | $ | |||||||||||||||
| Exercised/released (1) | ( | ) | $ | |||||||||||||
| Cancelled/forfeited | ( | ) | $ | |||||||||||||
| Balance at September 30, 2024 | $ | $ | ||||||||||||||
| Exercisable at September 30, 2024 | $ | $ | ||||||||||||||
| (1) Includes |
The fair value of each stock option granted under the 2020 Plan is estimated on the grant date using the Black-Scholes option valuation model. The assumptions used to calculate the fair value of options granted are evaluated and revised, as necessary, to reflect market conditions and the Company's historical experience. The aggregate intrinsic value in the tables above, which is the amount by which the market value of the underlying stock exceeded the exercise price of outstanding options, is before applicable income taxes and represents the amount that option holders would have realized if all in-the-money options had been exercised on the last business day of the period indicated. The total intrinsic value of options that vested during the nine months ended September 30, 2025 and 2024 was $
Restricted Stock Units
The following tables summarize the Company’s RSU activity during the nine months ended September 30, 2025 and 2024:
| Weighted Average | Weighted Average | |||||||||||||||
| RSU | Grant Date Fair | Remaining Vesting | Aggregate | |||||||||||||
| Activity | Value (per share) | Term (years) | Fair Value | |||||||||||||
| Balance at January 1, 2025 | $ | $ | ||||||||||||||
| Granted | $ | — | $ | — | ||||||||||||
| Exercised/released (1) | ( | ) | $ | — | $ | — | ||||||||||
| Cancelled/forfeited | ( | ) | $ | — | $ | — | ||||||||||
| Balance at September 30, 2025 | $ | $ | ||||||||||||||
| (1) Includes |
| Weighted Average | Weighted Average | |||||||||||||||
| RSU | Grant Date Fair | Remaining Vesting | Aggregate | |||||||||||||
| Activity | Value (per share) | Term (years) | Fair Value | |||||||||||||
| Balance at January 1, 2024 | $ | $ | ||||||||||||||
| Granted | $ | — | $ | — | ||||||||||||
| Exercised/released (1) | ( | ) | $ | — | $ | — | ||||||||||
| Cancelled/forfeited | ( | ) | $ | — | $ | — | ||||||||||
| Balance at September 30, 2024 | $ | $ | ||||||||||||||
| (1) Includes |
The Company estimates the fair value of each RSU using the fair value of the Company’s common stock on the date of grant for the purposes of calculating compensation costs. The total vest-date market value of RSUs that vested during the nine months ended September 30, 2025 and 2024 was $
Restricted Stock
During the three months ended September 30, 2025, the Company issued
Market-Based Stock Units ("MSUs")
There were no MSUs outstanding during the nine months ended September 30, 2025. The following table summarizes the Company’s MSU activity during the nine months ended September 30, 2024:
| Weighted Average | Weighted Average | |||||||||||||||
| MSU | Grant Date Fair | Remaining Vesting | Aggregate | |||||||||||||
| Activity | Value (per share) | Term (years) | Fair Value | |||||||||||||
| Balance at January 1, 2024 | $ | $ | ||||||||||||||
| Granted | $ | — | — | $ | — | |||||||||||
| Exercised/released | ( | ) | $ | — | $ | — | ||||||||||
| Cancelled/forfeited | ( | ) | $ | — | $ | — | ||||||||||
| Balance at September 30, 2024 | $ | — | $ | |||||||||||||
The MSUs vest upon the 30-day weighted average stock price reaching or exceeding established targets within the requisite service period. The Company estimates the grant-date fair value of the MSUs using a Monte Carlo simulation, which requires assumptions for expected volatility, risk-free rate of return and dividend yield. Compensation expense for these MSUs is recognized over the requisite service period regardless of whether the market conditions are satisfied.
Stock-Based Compensation
Stock-based compensation expense is recognized ratably over the requisite service period for all awards. The following tables summarize the Company’s stock-based compensation recorded as a result of applying the provisions of ASC Topic 718, Compensation - Stock Compensation, to equity awards:
| Three Months Ended | Nine Months Ended | Unrecognized Compensation Cost Related to Non-Vested Awards as of | Weighted-Average Remaining Vesting Period as of | |||||||||||||
| September 30, 2025 | September 30, 2025 | September 30, 2025 | September 30, 2025 (years) | |||||||||||||
| Stock options | $ | $ | $ | |||||||||||||
| RSUs | ||||||||||||||||
| Other | ||||||||||||||||
| Total stock-based compensation | $ | $ | $ | |||||||||||||
| Cost of goods sold | $ | $ | $ | |||||||||||||
| General and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Total stock-based compensation | $ | $ | $ | |||||||||||||
| Three Months Ended | Nine Months Ended | Unrecognized Compensation Cost Related to Non-Vested Awards as of | Weighted-Average Remaining Vesting Period as of | |||||||||||||
| September 30, 2024 | September 30, 2024 | December 31, 2024 | December 31, 2024 (years) | |||||||||||||
| Stock options | $ | $ | $ | |||||||||||||
| RSUs | ||||||||||||||||
| Other | — | |||||||||||||||
| Total stock-based compensation | $ | $ | $ | |||||||||||||
| Cost of goods sold | $ | $ | $ | |||||||||||||
| General and administrative | ||||||||||||||||
| Sales and marketing | ||||||||||||||||
| Total stock-based compensation | $ | $ | $ | |||||||||||||
11. Loss per Share
Basic loss per share is determined by dividing the net loss attributable to the Company's common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted loss per share is similarly determined, except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if all dilutive potential shares of common stock had been issued. Dilutive potential shares of common stock consist of employee stock options, RSAs, RSUs, and MSUs. The dilutive effect of employee stock options, RSAs, RSUs, and MSUs by the Company are calculated using the treasury stock method. For the periods presented below, basic earnings per share is reconciled to diluted earnings per share in the following table:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2025 |
2024 |
2025 |
2024 |
|||||||||||||
| Net loss |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Weighted average shares outstanding - basic and diluted |
||||||||||||||||
| Basic and diluted: |
||||||||||||||||
| Net loss per share, basic and diluted |
$ | ( |
) | $ | ( |
) | $ | ( |
) | $ | ( |
) | ||||
| Common stock options, restricted stock awards, and market-based stock awards excluded due to anti-dilutive effect |
||||||||||||||||
12. Concentrations
The following table details the concentration of vendor accounts payable balances in excess of 10% of total accounts payable at each period:
| September 30, |
December 31, |
|||||||
| 2025 |
2024 |
|||||||
| Vendor A |
% | % | ||||||
| Vendor B |
% | % | ||||||
| Vendor C |
* | % | ||||||
| Total |
% | % | ||||||
* Less than 10%.
The following table details the concentration of customer accounts receivable balances in excess of 10% of total trade accounts receivable at each period:
| September 30, |
December 31, |
|||||||
| 2025 |
2024 |
|||||||
| Customer A |
% | % | ||||||
| Customer B |
% | % | ||||||
| Customer C |
% | % | ||||||
| Total |
% | % | ||||||
The following table details the concentration of sales to specific customers in excess of 10% of total gross sales for each period and the accounts receivable balances from those customers at the end of each period:
| Gross Sales |
Gross Sales |
Gross Accounts Receivable |
||||||||||||||||||||||
| Three Months Ended September 30, |
Nine Months Ended September 30, |
As of September 30, |
||||||||||||||||||||||
| 2025 |
2024 |
2025 |
2024 |
2025 |
2024 |
|||||||||||||||||||
| Customer A |
% | % | % | % | $ | $ | ||||||||||||||||||
| Customer B |
% | % | % | % | ||||||||||||||||||||
| Customer C |
% | % | % | % | ||||||||||||||||||||
| Total |
% | % | % | % | $ | $ | ||||||||||||||||||
During the periods presented below, the Company purchased a substantial portion of raw materials, packaging, and tolling from certain key suppliers. The following table details the concentration of purchases from specific suppliers in excess of 10% of total purchases:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2025 |
2024 |
2025 |
2024 |
|||||||||||||
| Supplier A |
% | * | % | % | ||||||||||||
| Supplier B |
% | % | % | % | ||||||||||||
| Supplier C |
* | * | * | % | ||||||||||||
| Supplier D |
* | % | * | % | ||||||||||||
| Total |
% | % | % | % | ||||||||||||
* Less than 10%.
During the periods presented below, the Company purchased a substantial portion of raw materials and packaging originating from certain key geographical regions. The following table details the concentration of purchases from specific regions in excess of 10% of total purchases:
| Three Months Ended September 30, |
Nine Months Ended September 30, |
|||||||||||||||
| 2025 |
2024 |
2025 |
2024 |
|||||||||||||
| Country A |
% | % | % | % | ||||||||||||
| Country B |
* | % | * | % | ||||||||||||
| Country C |
% | * | * | * | ||||||||||||
| Total |
% | % | % | % | ||||||||||||
* Less than 10%.
13. Related Parties
ASC Topic 850, Related Party Disclosures, requires that information about transactions with related parties that would influence decision making be disclosed so that users of the financial statements can evaluate their significance. The Company conducts business with suppliers and service providers who are also stockholders of the Company. From time to time, service providers are offered shares of common stock as compensation for their services. Shares provided as compensation are calculated based on the grant date fair value of the service provided. Additional material related party transactions are noted below.
License Agreements
On May 26, 2020, the Company executed a License and Preservation Agreement with Mr. Hamilton and Ms. Reece, which superseded the predecessor license and preservation agreements with both individuals. Among other modifications, the agreement (i) modified certain approval rights, (ii) modified certain assignment, change of control and indemnification provisions, and (iii) granted the Company the right to extend the term of the agreement for additional ten-year terms upon the expiration of the initial one-hundred-year term. No additional monetary consideration was exchanged in connection with the agreement.
Marketing Services
On October 26, 2022, the Company executed an influencer agreement with Ms. Reece to provide certain marketing services for the Company for a term ending December 31, 2024, with an option to renew for one-year terms. In connection with these services, the Company recognized advertising expenses totaling $
Viola Hamilton, the daughter of director and co-founder, Laird Hamilton, provided certain marketing services for the Company during the three months ended September 30, 2025. There was no compensation paid for these services during the three months ended September 30, 2025. As of September 30, 2025, no long-term agreement was entered into by the Company and Ms. Hamilton.
14. Revenue Recognition
The Company’s primary source of revenue is sales of coffee creamers, hydration and beverage enhancing products, snacks and other food items, and coffee, tea, and hot chocolate products. The Company recognizes revenue when control of the promised good is transferred to the customer and in amounts that the Company expects to collect. The timing of revenue recognition takes into consideration the various shipping terms applicable to the Company’s sales. Each delivery or shipment made to a customer is considered to satisfy a performance obligation. Performance obligations generally occur at a point in time and are satisfied when control of the goods passes to the customer. The Company is entitled to collect the sales price under normal credit terms. Additionally, the Company estimates the impact of certain common practices employed by it and other manufacturers of consumer products, such as scan-based trading, product rebate and other pricing allowances, product returns, trade promotions, sales broker commissions and slotting fees. These estimates are recorded at the end of each reporting period.
As reflected in the table below, in accordance with ASC Topic 606, Revenue from Contracts with Customers, the Company disaggregates net sales from contracts with customers based on the characteristics of the products sold:
| Three Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $ | % of Total | $ | % of Total | |||||||||||||
| Coffee creamers | $ | % | $ | % | ||||||||||||
| Coffee, tea, and hot chocolate products | % | % | ||||||||||||||
| Hydration and beverage enhancing products | % | % | ||||||||||||||
| Snacks and other food items | % | % | ||||||||||||||
| Other | % | % | ||||||||||||||
| Gross sales | % | % | ||||||||||||||
| Shipping income | % | % | ||||||||||||||
| Discounts and promotional activity | ( | ) | ( | )% | ( | ) | ( | )% | ||||||||
| Sales, net | $ | % | $ | % | ||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $ | % of Total | $ | % of Total | |||||||||||||
| Coffee creamers | $ | % | $ | % | ||||||||||||
| Coffee, tea, and hot chocolate products | % | % | ||||||||||||||
| Hydration and beverage enhancing products | % | % | ||||||||||||||
| Snacks and other food items | % | % | ||||||||||||||
| Other | % | % | ||||||||||||||
| Gross sales | % | % | ||||||||||||||
| Shipping income | % | % | ||||||||||||||
| Discounts and promotional activity | ( | ) | ( | )% | ( | ) | ( | )% | ||||||||
| Sales, net | $ | % | $ | % | ||||||||||||
The Company generates revenue through two channels: e-commerce and wholesale, which is summarized below for the periods presented:
| Three Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $ | % of Total | $ | % of Total | |||||||||||||
| E-commerce | $ | % | $ | % | ||||||||||||
| Wholesale | % | % | ||||||||||||||
| Sales, net | $ | % | $ | % | ||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $ | % of Total | $ | % of Total | |||||||||||||
| E-commerce | $ | % | $ | % | ||||||||||||
| Wholesale | % | % | ||||||||||||||
| Sales, net | $ | % | $ | % | ||||||||||||
The Company generates revenue two distinct brands: Laird Superfood and Picky Bars, which is summarized below for the periods presented:
| Three Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $ | % of Total | $ | % of Total | |||||||||||||
| Laird Superfood | $ | % | $ | % | ||||||||||||
| Picky Bars | % | % | ||||||||||||||
| Sales, net | $ | % | $ | % | ||||||||||||
| Nine Months Ended September 30, | ||||||||||||||||
| 2025 | 2024 | |||||||||||||||
| $ | % of Total | $ | % of Total | |||||||||||||
| Laird Superfood | $ | % | $ | % | ||||||||||||
| Picky Bars | % | % | ||||||||||||||
| Sales, net | $ | % | $ | % | ||||||||||||
Receivables from contracts with customers, net of estimated allowances for credit losses from non-payment as well as for trade promotional contracts with wholesale customers, are included in accounts receivable. Contract liabilities include deferred revenue, customer deposits, rewards programs, and refund liabilities, and are included in accrued expenses. All contract liabilities as of December 31, 2024, were recognized in net sales during the nine months ended September 30, 2025. For the periods presented below, the balances of receivables from contracts with customers and contract liabilities were as follows:
| January 1, | December 31, | September 30, | ||||||||||
| 2024 | 2024 | 2025 | ||||||||||
| Accounts receivable, net | $ | $ | $ | |||||||||
| Contract liabilities | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
The following table summarizes the components of estimated allowances for credit losses:
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Allowance for bad debts | $ | $ | ||||||
| Factoring payable (receivable) | $ | ( | ) | |||||
| Total allowances for credit losses | $ | $ | ||||||
15. Reportable Segment
In accordance with ASC 280, Segment Reporting, the Company considers operating segment(s) to be components of the Company’s business for which separate financial information is available and is evaluated regularly by management in deciding how to allocate resources and in assessing performance.
The Company manages their business through operating and reportable segment: superfood. The superfood segment provides customers with clean, functional, and sustainability-conscious alternatives in an industry rife with ultra-processed ingredients and laden with artificial sweeteners. This segment includes the sales of (i) coffee creamers, (ii) hydration and beverage enhancing products, (iii) snacks and other food items, and (iv) coffee, tea, and hot chocolate products. Substantially all revenue is derived from domestic product sales. The accounting policies of the superfood segment are the same as those described in the summary of significant accounting policies. The Company does not have intra-entity sales or transfers.
The Company's CODM is the Chief Executive Officer.
The CODM assesses segment performance and allocates resources based on consolidated net loss. As a secondary measure, the CODM also utilizes a non-GAAP measure, adjusted EBITDA, which the Company defines as net loss, adjusted to exclude: (i) depreciation and amortization expenses, (ii) stock-based compensation, (iii) income tax (benefit) expense, (iv) interest expense and other (income) expense, net, (v) expenses related to the impairment of long-lived intangible assets, and (v) expenses related to a product quality issue. The CODM uses consolidated net loss and adjusted EBITDA to assess operating performance, excluding non-cash costs and non-recurring events, as compared to prior results, annual operating plans, iterative periodic forecasts, and our competitors, on a consistent basis. All expense categories on the consolidated statements of operations, and those described herein, are significant, and there are no other significant segment expenses that would require disclosure. The CODM uses this information to allocate future operating and capital expenditures. The measure of segment assets is reported on the consolidated balance sheets as total assets.
The following table reconciles consolidated net loss to consolidated adjusted EBITDA for the periods presented:
| Three Months Ended September 30, | Years Ended December 31, | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Adjusted for: | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Stock-based compensation | ||||||||||||||||
| Income tax expense | ||||||||||||||||
| Interest expense and other (income) expense, net | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Impairment of long-lived intangible assets | ||||||||||||||||
| Product quality issue (a) | ( | ) | ( | ) | ||||||||||||
| Adjusted EBITDA | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| (a) In January 2023, the Company identified a product quality issue with raw material from one vendor and we voluntarily withdrew any affected finished goods. The Company previously incurred costs associated with product testing, discounts for replacement orders, and inventory obsolescence costs. The Company reached settlement with a supplier in the third quarter of 2023 and recorded recoveries in 2024. | ||||||||||||||||
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of the financial condition and results of operations of Laird Superfood, Inc. (together with its wholly owned subsidiary on a consolidated basis, the "Company," "Laird Superfood," "our," "us," or "we") is a supplement to and should be read in conjunction with the unaudited consolidated condensed financial statements and related notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed below. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Quarterly Report on Form 10-Q and the section titled “Risk Factors” included herein and in the 2024 Form 10-K.
Overview
Laird Superfood creates clean, minimally processed, functional foods, many of which incorporate adaptogens which may be beneficial in reducing stress, improving energy levels, enhancing mental performance, mood regulation, and immune system support. Our primary products include (i) coffee creamers, (ii) hydration and beverage enhancing products, (iii) snacks and other food items, and (iv) coffee, tea, and hot chocolate products. Consumer preferences within the evolving food and beverage industry are shifting away from sugar-laden food and beverage products, as well as those containing highly processed and artificial ingredients. Our long-term goal is to build and scale a widely recognized brand that authentically focuses on recognizable ingredients, nutritional density, and functionality, which we believe will allow us to maximize penetration of a multi-billion-dollar opportunity in the grocery market. We generate revenue through two channels: e-commerce and wholesale.
Financial Highlights
Our e-commerce channel consists of (i) our Direct-to-consumer ("DTC") business, which includes sales through lairdsuperfood.com and pickybars.com, and (ii) Amazon.com. Lairdsuperfood.com and pickybars.com offer an authentic brand experience for our consumers that drive engagement through educational content. These platforms also provide us with direct consumer feedback for future product development. We view our proprietary database of customers ordering directly from our website as a strategic asset, as it enhances our ability to develop long-term relationships with these customers. We believe the content on our websites allows Laird Superfood to educate our consumers on the benefits of our products and ingredients, while providing a positive customer experience. We believe this experience leads to higher retention rates among repeat customers and subscribers, as evidenced by the fact that repeat customers and subscribers accounted for approximately 88% of DTC sales for the three and nine months ended September 30, 2025 and 2024.
Our wholesale channel consists of products sold through various retail outlets, including natural, specialty, and conventional grocery stores, club stores, and food service locations. We believe the diversity of our retail outlets represents a strong competitive advantage for Laird Superfood and provides us with a larger total addressable market than would be considered normal for a food brand that is singularly focused on the grocery market.
For the three and nine months ended September 30, 2025, the e-commerce channel made up 47% and 51% of our net sales, respectively, compared to 58% and 59%, respectively, for the three and nine months ended September 30, 2024. For the three and nine months ended September 30, 2025, the wholesale channel made up 53% and 49% of our net sales, respectively, compared to 42% and 41% for the three and nine months ended September 30, 2024. We expect that, over time, our wholesale channel will overtake our e-commerce channel as a percentage of net sales, as we continue to execute our strategy to expand our retail distribution footprint. As our business continues to shift toward wholesale, quarter-to-quarter variability may increase due to the timing of larger orders from key customers, however, long-term, we remain confident in the underlying demand trends in this channel.
Net sales increased to $12.9 million for the three months ended September 30, 2025 ("Q3 2025"), from $11.8 million for the three months ended September 30, 2024 ("Q3 2024"). Wholesale net sales in Q3 2025 increased by 39% compared to Q3 2024 driven primarily by distribution expansion. E-commerce channel sales for Q3 2025 decreased by 11% compared to Q3 2024, primarily due to softness in the direct-to-consumer platform resulting from lower new-customer acquisition, partially offset by growth in sales on Amazon.com.
Net sales increased to $36.5 million for the nine months ended September 30, 2025 ("YTD 2025"), from $31.7 million for the nine months ended September 30, 2024 ("YTD 2024"). Wholesale net sales in YTD 2025 increased by 40% compared to YTD 2024, driven by velocity growth and distribution expansion. E-commerce channel sales for YTD 2025 were relatively flat compared to YTD 2024.
Our Strategy and Key Factors Affecting our Future Performance
We believe that our future performance will depend on many factors, including the following:
Ability to Grow Our Customer Base in both E-commerce and Traditional Wholesale Distribution Channels at a Reasonable Cost
We are continuously growing our customer base through our e-commerce channels, as well as by expanding our presence in our wholesale channel through a variety of physical retail outlets and geographical regions. We typically attract new customers in our e-commerce channel through our direct websites, lairdsuperfood.com and pickybars.com, and through Amazon.com. We also seek to attract new e-commerce customers through paid and unpaid social media, search, display, and traditional media. Our products are also sold through a growing number of retail outlets. Customers in our wholesale channel include grocery chains, natural food outlets, club stores, and food service customers. Attracting new customers in physical retail outlets depends on, among other things, paid promotions through retailers, display, and traditional media. We believe an ability to consistently attract and retain customers at a reasonable cost relative to projected life-time value will be a key factor affecting future performance.
Ability to Manage Co-Manufacturer and Third-Party Logistics Relationships
Our production and logistics are executed by third parties, and our performance is highly dependent on the ability of these partners to produce and deliver our products timely, to our standards, and at a reasonable cost.
Ability to Drive Repeat Usage of Our Products
Repeat customers who consistently re-order our products are critical to our business. The pace of our growth will be affected by our ability to maintain and establish long-term relationships with existing and new customers to drive repeat orders.
Ability to Expand Our Product Lines
Our goal is to expand our product lines over time to increase our growth opportunity and reduce product-specific risks through diversification into multiple products, each designed around daily use. Our pace of growth will be partially affected by the cadence and magnitude of new product launches over time.
Ability to Expand Gross Margins
Our overall profitability will be impacted by our ability to expand gross margins through effective sourcing of raw materials, controlling input and shipping costs, controlling the impacts of inflationary market factors, import tariffs and other trade policies, as well as managing co-packer relationships.
Ability to Expand Operating Margins
Our ability to expand operating margins will be impacted by our ability to cover fixed general and administrative costs and variable sales and marketing costs with higher revenues and gross profit dollars.
Ability to Manage Our Global Supply Chain
Our ability to grow and meet future demand will be affected by our ability to adequately plan for and source inventory from a variety of suppliers located inside and outside the United States. We may encounter difficulties in sourcing products.
Ability to Optimize Key Components of Working Capital
Our ability to maintain positive cash flows will be partially impacted by our ability to effectively manage all the key working capital components that could influence our cash conversion cycle.
Components of Results of Operations
Sales, net
We sell our products through two channels: wholesale and e-commerce. Through our wholesale channel, we sell our products to distributors and retail outlets which, in turn, sell to end consumers. Through our e-commerce channel, we derive revenue from the sale of our products directly to consumers through our direct websites, lairdsuperfood.com and pickybars.com, as well as third-party e-commerce platforms such as Amazon.com.
Cost of Goods Sold
Cost of goods sold includes the cost of raw materials and packaging, co-packing tolling fees, inbound and outbound freight costs, import duties and tariffs, indirect labor, third party labor to store and ship our products, and overhead costs incurred in the storage and distribution of products sold in the period.
Operating Expenses
Our operating expenses consist of general and administrative, research and product development, and sales and marketing expenses, including non-production personnel costs.
Income Taxes
Due to our history of operating losses and expectation of future operating losses, we do not expect any significant federal income tax expenses and benefits for the foreseeable future. We will continue to owe state and local income taxes.
Results of Operations
Comparison of Q3 2025 and Q3 2024
For the periods indicated, the following table sets forth results of operations and the increase or decrease therewith:
| Three Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Sales, net |
$ | 12,895,662 | $ | 11,776,346 | $ | 1,119,316 | 10 | % | ||||||||
| Cost of goods sold |
(8,193,480 | ) | (6,712,214 | ) | (1,481,266 | ) | 22 | % | ||||||||
| Gross profit |
4,702,182 | 5,064,132 | (361,950 | ) | (7 | )% | ||||||||||
| Gross margin |
36.5 | % | 43.0 | % | ||||||||||||
| General and administrative |
2,699,589 | 2,624,694 | 74,895 | 3 | % | |||||||||||
| Sales and marketing |
2,998,175 | 2,708,028 | 290,147 | 11 | % | |||||||||||
| Total operating expenses |
5,697,764 | 5,332,722 | 365,042 | 7 | % | |||||||||||
| Operating loss |
(995,582 | ) | (268,590 | ) | (726,992 | ) | 271 | % | ||||||||
| Other income |
27,647 | 107,891 | (80,244 | ) | (74 | )% | ||||||||||
| Loss before income taxes |
(967,935 | ) | (160,699 | ) | (807,236 | ) | 502 | % | ||||||||
| Income tax expense |
(7,131 | ) | (5,421 | ) | (1,710 | ) | 32 | % | ||||||||
| Net loss |
$ | (975,066 | ) | $ | (166,120 | ) | $ | (808,946 | ) | 487 | % | |||||
| Three Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Sales, net |
$ | 12,895,662 | $ | 11,776,346 | $ | 1,119,316 | 10 | % | ||||||||
The increase in net sales during Q3 2025 was fueled by distribution expansion in the Wholesale channel and slightly decreased promotional trade spend across all channels. E-commerce channel sales decreased by 11% year-over-year, primarily due to softness in the direct-to-consumer platform resulting from lower new-customer acquisition, partially offset by growth in sales on Amazon.com.
| Three Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Cost of goods sold |
$ | (8,193,480 | ) | $ | (6,712,214 | ) | $ | (1,481,266 | ) | 22 | % | |||||
The increase in cost of goods sold during Q3 2025 was driven primarily by the growth in gross sales volume and commodity cost inflation, as well as the non-recurrence of a supplier settlement benefit recorded in the prior year period.
| Three Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Gross profit |
$ | 4,702,182 | $ | 5,064,132 | $ | (361,950 | ) | (7 | )% | |||||||
The decrease in gross profit in Q3 2025 compared to the prior year period was driven by commodity cost inflation and channel mix, as well as the non-recurrence of a supplier settlement benefit recorded in the prior year period, which accounted for approximately 3 points of the 6.5 points of margin contraction to 36.5% in Q3 2025, from 43.0% in the prior year period.
| Three Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Operating expenses |
||||||||||||||||
| General and administrative |
$ | 2,699,589 | $ | 2,624,694 | $ | 74,895 | 3 | % | ||||||||
| Sales and marketing |
2,998,175 | 2,708,028 | 290,147 | 11 | % | |||||||||||
| Total operating expenses |
$ | 5,697,764 | $ | 5,332,722 | $ | 365,042 | 7 | % | ||||||||
The general and administrative expenses were relatively flat during Q3 2025, with impairment charges largely offset by decreases in personnel costs and professional fees.
The increase in sales and marketing expenses during Q3 2025 was driven by marketing and advertising costs, as well as increased selling costs due to increased sales volume.
| Three Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Other income |
$ | 27,647 | $ | 107,891 | $ | (80,244 | ) | (74 | )% | |||||||
Other income is composed of interest income and expense, rental income, and other non-operating gains and losses. The decrease in other income during Q3 2025 was driven by decreases in dividend income on money market funds, as the amounts carried in those accounts decreased, and the termination of the Picky Bars, LLC sublease in the fourth quarter of 2024.
Comparison of YTD 2025 and YTD 2024
For the periods indicated, the following table sets forth results of operations and the increase or decrease therewith:
| Nine Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Sales, net |
$ | 36,540,663 | $ | 31,688,938 | $ | 4,851,725 | 15 | % | ||||||||
| Cost of goods sold |
(22,175,938 | ) | (18,483,424 | ) | (3,692,514 | ) | 20 | % | ||||||||
| Gross profit |
14,364,725 | 13,205,514 | 1,159,211 | 9 | % | |||||||||||
| Gross margin |
39.3 | % | 41.7 | % | ||||||||||||
| General and administrative |
7,146,116 | 6,930,614 | 215,502 | 3 | % | |||||||||||
| Sales and marketing |
8,831,687 | 7,970,673 | 861,014 | 11 | % | |||||||||||
| Total operating expenses |
15,977,803 | 14,901,287 | 1,076,516 | 7 | % | |||||||||||
| Operating loss |
(1,613,078 | ) | (1,695,773 | ) | 82,695 | (5 | )% | |||||||||
| Other income |
147,656 | 321,957 | (174,301 | ) | (54 | )% | ||||||||||
| Loss before income taxes |
(1,465,422 | ) | (1,373,816 | ) | (91,606 | ) | 7 | % | ||||||||
| Income tax expense |
(28,004 | ) | (47,902 | ) | 19,898 | (42 | )% | |||||||||
| Net loss |
$ | (1,493,426 | ) | $ | (1,421,718 | ) | $ | (71,708 | ) | 5 | % | |||||
| Nine Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Sales, net |
$ | 36,540,663 | $ | 31,688,938 | $ | 4,851,725 | 15 | % | ||||||||
The increase in net sales during YTD 2025 was driven by distribution expansion in grocery and club stores, and velocity growth in our key categories, partially offset by increased promotional trade spend to support a 40% increase in wholesale channel sales year-over-year. E-commerce channel sales were relatively flat year-over-year, with softness in the DTC channel due to lower new customer sales partially offset by growth in sales on Amazon.com.
| Nine Months Ended September 30, |
Percent |
|||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Cost of goods sold |
$ | (22,175,938 | ) | $ | (18,483,424 | ) | $ | (3,692,514 | ) | 20 | % | |||||
The increase in cost of goods sold during YTD 2025 was driven by growth in sales volume, channel mix, and higher commodity costs, as well as the non-recurrence of a supplier settlement benefit recorded in the prior year period.
| Nine Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Gross profit |
$ | 14,364,725 | $ | 13,205,514 | $ | 1,159,211 | 9 | % | ||||||||
The increase in gross profit in YTD 2025 compared to the prior year period was driven by increased sales volume. Gross margin contracted 2.3 points to 39.3% in YTD 2025 compared to 41.7% in the prior year period, which was due to the non-recurrence of the supplier settlement benefit recorded in the prior year period, as well as channel mix and commodity cost inflation.
| Nine Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Operating expenses |
||||||||||||||||
| General and administrative |
$ | 7,146,116 | $ | 6,930,614 | $ | 215,502 | 3 | % | ||||||||
| Sales and marketing |
8,831,687 | 7,970,673 | 861,014 | 11 | % | |||||||||||
| Total operating expenses |
$ | 15,977,803 | $ | 14,901,287 | $ | 1,076,516 | 7 | % | ||||||||
The increase in general and administrative expenses during YTD 2025 was primarily driven by impairment charges, partially offset by decreased personnel costs and professional fees.
The increase in sales and marketing expenses during YTD 2025 was driven by increased selling costs due to increased sales volume.
| Nine Months Ended September 30, |
$ |
Percent |
||||||||||||||
| 2025 |
2024 |
Change |
Change |
|||||||||||||
| Other income |
$ | 147,656 | $ | 321,957 | $ | (174,301 | ) | (54 | )% | |||||||
Other income is composed of interest income and expense, rental income, and other non-operating gains and losses. The decrease in other income during YTD 2025 was driven by decreases in dividend income on money market funds, as the amounts carried in those accounts decreased, and the termination of the Picky Bars, LLC sublease in the fourth quarter of 2024.
Cash Flows
The following table shows a summary of our cash flows for the nine months ended September 30, 2025 and 2024:
| Nine Months Ended September 30, |
||||||||
| Cash flows provided by (used in): |
2025 | 2024 | ||||||
| Operating activities |
$ | (2,853,831 | ) | $ | 526,258 | |||
| Investing activities |
(76,454 | ) | (19,178 | ) | ||||
| Financing activities |
(301,635 | ) | (12,495 | ) | ||||
| Net change in cash, cash equivalents, and restricted cash |
$ | (3,231,920 | ) | $ | 494,585 | |||
The increase in cash used in operating activities for YTD 2025 was driven by strategic investment into working capital. This investment was made (i) to meet higher demand for our products, (ii) to address the out-of-stocks experienced at the end of 2024, and (iii) to forward purchase inventory in anticipation of potential tariffs on the import of raw materials that we source outside of the United States, particularly in Southeast Asia. As we continue to sell down this forward-purchased inventory during the balance of 2025 and into 2026, we expect our cash balance to normalize and further increase by the end of the 2025 fiscal year.
Cash used in investing activities for YTD 2025 consisted of purchases of long-lived capital assets.
Cash used in financing activities for YTD 2025 consisted of payroll taxes paid related to net issuances of stock awards, offset in part by stock option exercises.
Liquidity and Capital Resources
As of September 30, 2025, we had an accumulated deficit of $109.6 million, which includes operating losses of $1.6 million and $1.7 million for YTD 2025 and YTD 2024, respectively. We may incur additional operating losses as we execute our strategy to invest in the growth of our business, reinvesting any incremental profit into future top-line sales growth while holding cash reserves largely flat. We will continue to seek opportunities to optimize spending, expand gross margins, and free up cash flow through efficient working capital management. We have historically financed our operations and capital expenditures through private placements of our common stock, our initial public offering, our prior lines of credit, term loans, and from our core operating activities. Our historical uses of cash have primarily consisted of cash used in operating activities and working capital needs.
As of September 30, 2025 and December 31, 2024, we had $5.3 million and $8.5 million, respectively, of cash-on-hand, and total net working capital of $12.4 million and $12.0 million, respectively, for the same periods. As of September 30, 2025, we had access to up to $1.3 million of advances under our factoring Agreement, of which none had been utilized as of the date of this report. We have no significant unused sources of liquid assets outside of our working capital.
Our future capital requirements will depend on many factors, including our growth rate, the continued expansion of sales and marketing activities, the enhancement of our product platforms, the introduction of new products, acquisition activity, as well as economic and market trends. Recent and expected working and other capital requirements, in addition to the matters above, also include the items described below:
| ● |
We have a lease arrangement for corporate office space. As of September 30, 2025, we had fixed lease payment obligations of $0.2 million, with $0.1 million payable within 12 months. |
| ● |
As of September 30, 2025, $5.9 million of current liabilities were accrued related to short-term operating activities and personnel costs, excluding the aforementioned current lease liabilities. |
| ● |
Marketing and advertising expenditures, including related party advertising costs, were $5.6 million in YTD 2025 and $5.2 million in YTD 2024. We expect to continue to invest in these activities as part of the strategic expansion of sales volume, however, we have made strategic shifts to reduce and improve the efficacy of future customer acquisition costs. |
| ● |
The prices of various commodities, such as coffee, have increased in the last twelve months. These inflationary pressures have impacted our working capital and our margins. Should this trend continue, our margins could be further impacted. |
| ● |
In the third quarter of 2025, we decided that we will be discontinuing the Picky Bars brand in the second quarter of 2026, in order to re-deploy our monetary and human capital into growing the Laird Superfood brand. In connection with this decision, we recognized impairment charges of $0.7 million in the three and nine months ended September 30, 2025. While we have plans to re-deploy our investment dollars into the Laird Superfood brand and do not expect the discontinuation to have a material impact on our long-term results, we expect future sales of Picky Bars products will decline.
|
We continue to monitor macroeconomic trends and uncertainties such inflation of commodity costs, the effects of tariffs, and the potential imposition of modified or additional tariffs, which may have adverse effects on net sales and margins. As a result of the tariffs announced by the U.S. presidential administration, and potential tariff modifications or the imposition of tariffs or export controls by other countries, we have experienced some commodity cost volatility, and anticipate that there could be increased supply chain challenges and consumer and economic uncertainty due to rapid changes in global trade policies in the future. Based on preliminary analysis of the potential effects of the announced tariffs and these other factors, we do not expect these factors to result in a material negative effect on our net sales or profitability for the remainder of fiscal year 2025. To date, we have elected to acquire additional inventory in advance of anticipated future tariff implementations, which has impacted our cash balances as of September 30, 2025, but which is not expected to meaningfully impact our cash balances for the balance of the 2025 fiscal year. However, we are continuing to evaluate these factors and their potential effects as well as our ability to potentially offset all or a portion of cost increases through pricing actions and cost savings efforts for fiscal year 2026 planning. Economic pressures on customers and consumers, including the challenges of high inflation and the effects of increased tariffs, may negatively affect our net sales and profitability in the future.
Based on our current business plans, we believe that our existing cash balances, including our anticipated cash flow from operations, will be sufficient to finance our operations and meet our foreseeable cash requirements through at least the next twelve months. In the future, we may raise funds by issuing debt or equity securities, or securities convertible into or exchangeable for our common stock. Such financing and other potential financing may result in dilution to stockholders, reduction in the market price of our common stock, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. However, we may be unable to raise additional funds or enter into such other arrangements when needed, on favorable terms, or at all.
Segment Information
We have one operating segment and one reportable segment, for which our Chief Operating Decision Maker, our Chief Executive Officer, reviews financial information on an aggregate basis for purposes of allocating resources and evaluating financial performance.
Critical Accounting Estimates
The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles and our management's discussion and analysis of our financial condition and operating results require our management to make judgments, assumptions and estimates that affect the amounts reported. Note 1, “Summary of Significant Accounting Policies” of the Notes to the Unaudited Consolidated Condensed Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2024 Form 10-K describe the significant accounting policies and methods used in the preparation of our financial statements. There have been no material changes to our critical accounting estimates since the 2024 Form 10-K.
Emerging Growth Company Status
As a company with less than $1.235 billion in annual gross revenue during our last fiscal year, we qualify as an “emerging growth company” as defined in the Jumpstart our Business Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of specified reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:
| ● |
a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations; |
| ● |
an exemption from the auditor attestation requirement on the effectiveness of our internal control over financial reporting; |
| ● |
reduced disclosure about our executive compensation arrangements; and |
| ● |
no non-binding advisory votes on executive compensation or golden parachute arrangements. |
We may take advantage of these provisions until the end of the fiscal year in which the fifth anniversary of our IPO occurs (i.e., December 31, 2025), or such earlier time when we no longer qualify as an emerging growth company. We will cease to be an emerging growth company on the earlier of (1) the last day of the fiscal year (a) in which we have more than $1.235 billion in annual gross revenue or (b) in which we have more than $700 million in market value of our capital stock held by non-affiliates, or (2) the date on which we issue more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all these reduced burdens.
In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of some accounting standards until those standards would otherwise apply to private companies. We have elected to avail ourselves of this exemption from new or revised accounting standards, and therefore we will not be subject to the same requirements to adopt new or revised accounting standards as other public companies that are not emerging growth companies.
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
Not Applicable.
Item 4. Controls and Procedures.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
The Company maintains disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to Company management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), to allow timely decisions regarding required disclosure.
Our management, with the participation of our CEO and CFO, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of September 30, 2025, the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our CEO and CFO concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2025.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) during the quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
From time to time, we may be involved in claims and legal actions that arise in the ordinary course of business. To our knowledge, there are no material pending legal proceedings to which we are a party or of which any of our property is the subject.
Except as set forth below, there were no material changes to the Risk Factors disclosed in “Item 1A. Risk Factors” in the 2024 Form 10-K during the three months ended September 30, 2025. This Quarterly Report on Form 10-Q should be read in conjunction with the risk factors previously described in the Company's 2024 Form 10-K.
We are subject to the risks associated with conducting business operations outside of the U.S., which could adversely affect our business.
We purchase our products from a variety of suppliers, including international suppliers. Our direct purchases from non-US suppliers represented a majority of our raw materials, and we expect our international purchases may grow with time. Additionally, we may source from new non-US suppliers over time as raw material availability changes. We may in the future enter into agreements with distributors in foreign countries to sell our products. All of these activities are subject to the uncertainties associated with international business operations, including:
| ● |
difficulties with foreign and geographically dispersed operations; |
| ● |
having to comply with various U.S. and international laws; |
| ● |
changes and uncertainties relating to foreign rules and regulations; |
| ● |
tariffs, export or import restrictions, restrictions on remittances abroad, imposition of duties or taxes that limit our ability to import necessary materials; |
| ● |
limitations on our ability to enter into cost-effective arrangements with distributors, or at all; |
| ● |
fluctuations in foreign currency exchange rates; |
| ● |
imposition of limitations on production, sale or export in foreign countries, including due to pandemic or quarantine; |
| ● |
imposition of limitations on or increase of withholding and other taxes on remittances and other payments by foreign processors or joint ventures; |
| ● |
imposition of differing labor laws and standards; |
| ● |
economic, political, environmental, health-related, or social instability in foreign countries and regions (such as in Southeast Asia in 2022 and South America in 2023); |
| ● |
an inability, or reduced ability, to protect our intellectual property; |
| ● |
availability of government subsidies or other incentives that benefit competitors in their local markets that are not available to us; |
| ● |
difficulties in enforcing contracts and legal decisions; and |
| ● |
less developed infrastructure. |
If we expand into other target markets, we cannot assure you that our expansion plans will be realized, or if realized, be successful. We expect each market to have particular regulatory and funding hurdles to overcome and any future developments in these markets, including the uncertainty relating to governmental policies and regulations, could harm our business. If we expend significant time and resources on expansion plans that fail or are delayed, our reputation, business and financial condition may be harmed.
In addition, we could be adversely affected by violations of the U.S. Foreign Corrupt Practices Act and similar worldwide anti-bribery laws, which generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials or other third parties for the purpose of obtaining or retaining business. While our policies mandate compliance with these anti-bribery laws, our internal control policies and procedures may not protect us from reckless or criminal acts committed by our employees or agents. Violations of these laws, or allegations of such violations, could disrupt our business and result in a material adverse effect on our results of operations, cash flows and financial condition.
All risks relating to business operations outside of the U.S. may be exacerbated by the current U.S. political climate. For example, the U.S. presidential administration recently announced significant tariffs on imports from a broad range of countries, including Canada, Mexico, China, and countries in Southeast Asia, which may have caused and may continue to cause, among other things, inflationary pressures and higher costs on certain of our raw materials and imports from Southeast Asia. We have in the past and intend to continue to source certain of our raw materials from China. In the future, additional tariffs may be implemented on other countries from which we import a significant portion of our raw materials.
Tariffs announced by the U.S. government, particularly against countries in Southeast Asia, could impact our business and results of operations. Further, reciprocal tariffs and other related measures could be taken by other countries, including the potential escalation of trade disputes, could further impact our business and results of operations. The extent and duration of tariffs and the resulting effect on general economic conditions and on our business could result in increases in prices for raw materials that we import from our suppliers. The impact of tariffs or reciprocal tariffs on our supply chain are uncertain and depend on various factors, such as negotiations between the United States and affected countries, the responses of other countries or regions, exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products.
The ultimate impact of changing trade policies on our business will depend on various factors, including the magnitude, duration and nature of tariffs. While we actively monitor these developments, we may not be able to fully mitigate the adverse impact of potential tariff initiatives or other trade-related disruptions.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not Applicable.
During the nine months ended September 30, 2025, of the Company's directors or executive officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
The documents set forth below are filed herewith or incorporated herein by reference to the location indicated.
| Incorporated by Reference |
||||||||||||
| Exhibit Number |
Description |
Form |
File No. |
Exhibit |
Filing Date |
Filed / |
||||||
| 31.1 |
Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a). |
* |
||||||||||
| 31.2 |
Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a). |
* |
||||||||||
| 32.1 |
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350. |
** |
||||||||||
| 32.2 |
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. |
** |
||||||||||
| 101.INS |
Inline XBRL Instance Document |
* |
||||||||||
| 101.SCH |
Inline XBRL Taxonomy Extension Schema Document |
* |
||||||||||
| 101.CAL |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
* |
||||||||||
| 101.DEF |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
* |
||||||||||
| 101.LAB |
Inline XBRL Taxonomy Extension Label Linkbase Document |
* |
||||||||||
| 101.PRE |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
* |
||||||||||
| 104 |
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
|||||||||||
* Filed herewith.
** The certifications attached as Exhibit 32.1 and 32.2 are furnished and not deemed filed with the SEC and are not incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Laird Superfood, Inc. |
|
| (Registrant) |
|
| Date: November 10, 2025 |
/s/ Jason Vieth |
| Jason Vieth |
|
| President and Chief Executive Officer |
|
| (Principal Executive Officer and duly authorized officer) | |
| Date: November 10, 2025 |
/s/ Anya Hamill |
| Anya Hamill |
|
| Chief Financial Officer |
|
| (Principal Financial and Accounting Officer) |