Laird Superfood : Modification to Rights of Security Holders - Form 8-K

Item 3.03Material Modification to Rights of Security Holders.

As previously disclosed, the Board of Directors of Laird Superfood, Inc. (the "Company") approved, and recommended that its stockholders approve, a proposal to redomesticate the Company from a Delaware corporation to a Nevada corporation (the "Redomestication") by means of a plan of conversion (the "Plan of Conversion"), as described in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on October 10, 2023 (the "Proxy Statement").

On December 29, 2023, the Company filed articles of conversion with the Secretary of State of the State of Nevada, pursuant to which the Redomestication became effective on December 31, 2023 at 11:59 p.m. Eastern Time (the "Effective Time"). At the Effective Time:

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the Company's domicile changed from the State of Delaware to the State of Nevada; and

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the affairs of the Company ceased to be governed by the Delaware General Corporation Law and the Company's existing certificate of incorporation and bylaws, and instead became governed by the Nevada Revised Statutes and the articles of incorporation attached as Annex C to the Proxy Statement (the "Nevada Charter) and the bylaws attached as Annex D to the Proxy Statement (the "Nevada Bylaws").

The Redomestication did not result in any change in the business, physical location, management, assets, liabilities or net worth of the Company, nor did it result in any change in location of the Company's current employees, including management. The Redomestication did not affect any of the Company's material contracts with any third parties, and the Company's rights and obligations under those material contractual arrangements continue to be the rights and obligations of the Company after the Redomestication. The daily business operations of the Company will continue as they have been conducted prior to the Redomestication. The consolidated financial condition and results of operations of the Company immediately after consummation of the Redomestication remains the same as immediately before the Redomestication.

At the Effective Time, each outstanding share of common stock of the Delaware corporation automatically converted into one outstanding share of common stock of the Nevada corporation. Securityholders do not have to exchange their existing stock certificates for new stock certificates. At the Effective Time, each outstanding restricted stock unit, option or right to acquire shares of common stock of the Delaware corporation automatically became a restricted stock unit, option or right to acquire an equal number of shares of common stock of the Nevada corporation under the same terms and conditions. The Company's common stock continues to be traded on the NYSE American stock exchange under the symbol "LSF."

Certain rights of the Company's stockholders were changed as a result of the Redomestication. A more detailed description of the Plan of Conversion, Nevada Charter, Nevada Bylaws, Nevada articles of conversion and Delaware certificate of conversion, and the effects of the Redomestication, is set forth in the Proxy Statement under "Proposal No. 2: Approval of the Redomestication in Nevada by Conversion," which description is incorporated herein by reference. Copies of the Plan of Conversion, Nevada Charter and Nevada Bylaws are filed as Exhibits 2.1, 3.1 and 3.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.