Smart for Life Announces Capital Restructuring Designed to Address Nasdaq Listing Requirements and Unlock Shareholder Value
December 09 2022 - 4:30PM
Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or
the “Company”), a high growth global leader in the Health
& Wellness sector marketing and manufacturing nutritional foods
and supplements worldwide, today announced a series of agreements
designed to enhance the capital structure, increase shareholders’
equity and contribute toward our continued Nasdaq listing
requirements. First, the Company has entered into a securities
purchase agreement with investors whereby the Company issued the
investors an aggregate of 1,282,896 shares of common stock and
prefunded warrants to purchase an aggregate of 1,574,248 shares of
common stock for an aggregate purchase price of $1,000,000, or
$0.35 per share.
The investors were previously issued 12%
unsecured subordinated convertible debentures in the aggregate
principal amount of $2,250,000, which were convertible into shares
of common stock at a conversion price of $1.00 per share. In
connection with the private placement, the investors agreed to
convert all outstanding principal and interest on the debentures,
in the amount of $2,542,500, into an aggregate of 2,542,501 shares
of common stock in accordance with the terms of the debentures. In
consideration for, and as an inducement for the agreement of the
investors to convert the debentures, the Company also issued the
investors prefunded warrants to purchase an aggregate of 4,721,787
shares of common stock.
The investors were also previously issued
warrants to purchase common stock at $6.25 per share, which
contained a full ratchet antidilution adjustment for securities
issuances below such price. As a result of the private placement at
$0.35, the exercise price of these warrants was reduced to $0.35
and the number of shares underlying the warrants increased in
accordance with the full ratchet antidilution adjustment. Following
such adjustment, the investors agreed to amend the terms of the
warrants, including the removal of the feature of the full ratchet
antidilution adjustment that required the issuance of additional
shares upon a triggering event such that the exercise price would
be reduced upon a triggering event but the number of shares
underlying the warrant would not be further increased.
“We believe these latest agreements
significantly improve and simplify our capital structure by
removing anti-dilutive provisions in our warrants, while providing
us additional working capital to execute our growth strategy and
increasing our shareholders’ equity, a key requirement to maintain
our listing on Nasdaq,” stated Darren Minton, CEO of Smart for
Life. “We continue to make progress towards our goal of reaching
$100 million in annualized revenue in 2023 and believe these latest
steps will help unlock significant long-term value for shareholders
through an enhanced capital structure.”
Additional details on the transaction are
available in the Company’s Form 8-K, which has been filed with the
Securities and Exchange Commission and is available on the
Company’s website.
About Smart for Life, Inc.
Smart for Life, Inc. (Nasdaq: SMFL) is engaged
in the development, marketing, manufacturing, acquisition,
operation and sale of a broad spectrum of nutritional and related
products with an emphasis on health and wellness. Structured as a
publicly held global holding company, the Company is executing a
Buy-and-Build strategy with serial accretive acquisitions creating
a vertically integrated company with an objective of aggregating
companies generating a minimum of $300 million in revenues within
the next thirty-nine months. To drive growth and earnings, Smart
for Life is developing proprietary products as well as acquiring
other profitable companies, encompassing brands, manufacturing and
distribution channels. The Company currently operates five
subsidiaries including Doctors Scientific Organica, Nexus Offers,
Bonne Santé Natural Manufacturing, GSP Nutrition and Ceautamed
Worldwide. For more information about Smart for Life, please visit:
www.smartforlifecorp.com.
Video regarding the Company’s manufacturing
facility at Bonne Santé Natural Manufacturing is available at:
www.bonnesantemanufacturing.com/video.
Investor material and a Fact Sheet with
additional information about Smart for Life is available at:
www.smartforlifecorp.com/investor-center.
Forward-Looking Statements
This press release may contain information about
our views of future expectations, plans and prospects that
constitute forward-looking statements. All forward-looking
statements are based on management’s beliefs, assumptions and
expectations of Smart for Life’s future economic performance,
taking into account the information currently available to it.
These statements are not statements of historical fact. Although
Smart for Life believes the expectations reflected in such
forward-looking statements are based on reasonable assumptions, it
can give no assurance that its expectations will be attained. Smart
for Life does not undertake any duty to update any statements
contained herein (including any forward-looking statements), except
as required by law. No assurances can be made that Smart for Life
will successfully acquire its acquisition targets. Forward-looking
statements are subject to a number of factors, risks and
uncertainties, some of which are not currently known to us, that
may cause Smart for Life’s actual results, performance or financial
condition to be materially different from the expectations of
future results, performance or financial position. Actual results
may differ materially from the expectations discussed in
forward-looking statements. Factors that could cause actual results
to differ materially from expectations include general industry
considerations, regulatory changes, changes in local or national
economic conditions and other risks set forth in “Risk Factors”
included in our filings with the Securities and Exchange
Commission.
Disclaimer
The information provided in this press release
is intended for general knowledge only and is not a substitute for
professional medical advice or treatment for specific medical
conditions. Always seek the advice of your physician or other
qualified health care provider with any questions you may have
regarding a medical condition. This information is not intended to
diagnose, treat, cure or prevent any disease.
Investor Relations Contact
Crescendo Communications, LLCTel: (212)
671-1021SMFL@crescendo-ir.com
Smart for Life (NASDAQ:SMFL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Smart for Life (NASDAQ:SMFL)
Historical Stock Chart
From Apr 2023 to Apr 2024