Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39537

Laird Superfood, Inc.

(Exact Name of Registrant as Specified in its Charter)

Nevada

81-1589788

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer
Identification No.)

5303 Spine Road, Suite 204, Boulder, Colorado 80301

(Address of principal executive offices, including Zip Code)

Registrant’s telephone number, including area code: (541) 588-3600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol

Name of each exchange

on which registered

Common Stock, $0.001 par value

LSF

NYSE American

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. Yes ☒ No ☐

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). Yes ☒ No ☐

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	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

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 ☐ No ☒

As of May 6, 2024 the registrant had 9,611,544 shares of common stock, $0.001 par value per share, outstanding.

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TABLE OF CONTENTS

	Page
Part I. Financial Information

Item 1. Financial Statements	4

Unaudited Consolidated Condensed Balance Sheets	4

Unaudited Consolidated Condensed Statements of Operations	5

Unaudited Consolidated Condensed Statements of Stockholders’ Equity	6

Unaudited Consolidated Condensed Statements of Cash Flows	7

Notes to Unaudited Consolidated Condensed Financial Statements	8

Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations	22

Item 3. Quantitative and Qualitative Disclosures About Market Risk	28

Item 4. Controls and Procedures	28

Part II. Other Information	28

Item 1. Legal Proceedings	28

Item 1A. Risk Factors	28

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	29

Item 3. Defaults Upon Senior Securities	29

Item 4. Mine Safety Disclosures	29

Item 5. Other Information	29

Item 6. Exhibits	30

Signatures	31

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.

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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. They 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;

●

our future capital resources and needs;

●

our ability to retain and grow our customer base;

●

our reliance on independent distributors for a substantial portion of our sales;

●

our ability to evaluate and measure our business, prospects, and performance metrics;

●

our ability to compete and succeed in a highly competitive and evolving industry;

●

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;

●

regulatory risks;

●

risks related to our international operations;

●

the risk of substantial dilution from future issuances of our equity securities; and

●

the other risks described herein and in our Annual Report on Form 10-K for the year ended December 31, 2023.

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.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

LAIRD SUPERFOOD, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(unaudited)

	*As of*
	*March 31, 2024*			*December 31, 2023*
Assets
Current assets
Cash, cash equivalents, and restricted cash	$	7,289,286		$	7,706,806
Accounts receivable, net		2,064,745			1,022,372
Inventory, net		5,633,124			6,322,559
Prepaid expenses and other current assets		1,067,675			1,285,564
Total current assets		16,054,830			16,337,301
Noncurrent assets
Property and equipment, net		102,881			122,595
Intangible assets, net		1,033,510			1,085,231
Related party license agreements		132,100			132,100
Right-of-use assets		323,007			354,732
Total noncurrent assets		1,591,498			1,694,658
Total assets	$	17,646,328		$	18,031,959
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable	$	1,718,574		$	1,647,673
Accrued expenses		2,862,394			2,586,343
Related party liabilities		28,167			2,688
Lease liabilities, current portion		148,598			138,800
Total current liabilities		4,757,733			4,375,504
Lease liabilities		208,142			243,836
Total liabilities		4,965,875			4,619,340
Stockholders’ equity
Common stock, $0.001 par value, 100,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 9,885,429 and 9,519,725 issued and outstanding at March 31, 2024, respectively; and 9,749,326 and 9,383,622 issued and outstanding at December 31, 2023, respectively.		9,520			9,384
Additional paid-in capital		119,985,604			119,701,384
Accumulated deficit		(107,314,671	)		(106,298,149	)
Total stockholders’ equity		12,680,453			13,412,619
Total liabilities and stockholders’ equity	$	17,646,328		$	18,031,959

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

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LAIRD SUPERFOOD, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	*Three Months Ended*
	*March 31,*
	*2024*			*2023*
Sales, net	$	9,908,938		$	8,112,938
Cost of goods sold		(5,944,837	)		(6,239,062	)
Gross profit		3,964,101			1,873,876
General and administrative
Salaries, wages, and benefits		922,407			1,315,449
Other general and administrative		1,235,341			1,766,861
Total general and administrative expenses		2,157,748			3,082,310
Sales and marketing
Marketing and advertising		2,053,258			2,203,035
Selling expenses		779,156			853,204
Related party marketing agreements		62,501			37,809
Total sales and marketing expenses		2,894,915			3,094,048
Total operating expenses		5,052,663			6,176,358
Operating loss		(1,088,562	)		(4,302,482	)
Other income		110,997			170,994
Loss before income taxes		(977,565	)		(4,131,488	)
Income tax expense		(38,957	)		(12,422	)
Net loss	$	(1,016,522	)	$	(4,143,910	)
Net loss per share:
Basic and diluted	$	(0.11	)	$	(0.45	)
Weighted-average shares of common stock outstanding used in computing net loss per share of common stock, basic and diluted		9,401,605			9,213,723

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

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LAIRD SUPERFOOD, INC.

CONSOLIDATED CONDENSED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

	*Stockholders’ Equity*
	*Common Stock*				*Additional*			*Accumulated*
	*Shares*		*Amount*		*Paid-in Capital*			*Deficit*			*Total*
Balances, January 1, 2024		9,383,622	$	9,384	$	119,701,384		$	(106,298,149	)	$	13,412,619
Stock-based compensation		—		—		279,565			—			279,565
Common stock issuances, net of taxes		131,103		131		(5,340	)		—			(5,209	)
Stock options exercised		5,000		5		9,995			—			10,000
Net loss		—		—					(1,016,522	)		(1,016,522	)
Balances, March 31, 2024		9,519,725	$	9,520	$	119,985,604		$	(107,314,671	)	$	12,680,453

	Stockholders’ Equity
	Common Stock				Additional			Accumulated
	Shares		Amount		Paid-in Capital			Deficit			Total
Balances, January 1, 2023		9,210,414	$	9,210	$	118,636,834		$	(96,135,032	)	$	22,511,012
Stock-based compensation		—		—		147,635						147,635
Common stock issuances, net of taxes		9,086		10		(4,420	)		—			(4,410	)
Net loss		—		—		—			(4,143,910	)		(4,143,910	)
Balances, March 31, 2023		9,219,500	$	9,220	$	118,780,049		$	(100,278,942	)	$	18,510,327

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

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LAIRD SUPERFOOD, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	*Three Months Ended March 31,*
	*2024*			*2023*
Cash flows from operating activities
Net loss	$	(1,016,522	)	$	(4,143,910	)
Adjustments to reconcile net loss to net cash from operating activities:
Depreciation and amortization		71,435			87,953
Stock-based compensation		279,565			147,635
Provision for inventory obsolescence		43,204			234,394
Allowance for credit losses		26,865			23,668
Noncash lease costs		38,083			38,546
Other operating activities, net		—			(32,007	)
Changes in operating assets and liabilities:
Accounts receivable		(1,069,238	)		(1,438,063	)
Inventory		646,231			72,007
Prepaid expenses and other current assets		217,889			402,299
Operating lease liability		(32,254	)		(31,315	)
Accounts payable		84,880			1,312,821
Accrued expenses		287,551			(2,728,290	)
Net cash from operating activities		(422,311	)		(6,054,262	)
Cash flows from investing activities		—			135,737
Cash flows from financing activities		4,791			(4,410	)
Net change in cash and cash equivalents		(417,520	)		(5,922,935	)
Cash, cash equivalents, and restricted cash, beginning of period		7,706,806			17,809,802
Cash, cash equivalents, and restricted cash, end of period	$	7,289,286		$	11,886,867
Supplemental disclosures of cash flow information
Right-of-use assets obtained in exchange for operating lease liabilities	$	—		$	344,382
Supplemental disclosures of non-cash investing activities
Receivable from sale of assets held-for-sale included in other current assets at the end of the period	$	—		$	581,835

The accompanying notes are an integral part of these unaudited consolidated condensed financial statements.

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LAIRD SUPERFOOD, INC.

Notes to 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," "statement(s) of cash flows," and, 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,” “Laird Superfood,” “we,” or "our"). In management's opinion, the financial statements contain all adjustments, which are normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity, and cash flows for the interim periods.

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, reviews financial information for operational decision-making purposes.

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, 2023 (the "2023 Form 10-K") filed with the Securities and Exchange Commission (the "SEC") on March 13, 2024. The financial information as of December 31, 2023 was derived from the audited financial statements and notes for the fiscal year ended December 31, 2023 included in Item 8 of the 2023 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 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.

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2024.

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The expanded annual disclosures are effective for the year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and will be applied retrospectively to all prior periods presented. While the Company is currently evaluating the expanded disclosure requirements, the Company does not expect the adoption of these amendments to have a material impact on our consolidated financial statements.

In December 2023, the FASB issued 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 our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statements and whether the Company will apply the standard prospectively or retrospectively.

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 March 31, 2024 for potential recognition of disclosure in the financial statements and determined that there were no such subsequent events aside from the below.

On May 7, 2024, the Company entered into an accounts receivable factoring agreement (the “Factoring Agreement”) with Alterna Capital Solutions LLC (the “Purchaser”). Pursuant to the Factoring Agreement, the Company has agreed to sell certain trade accounts receivable (the “Purchased Accounts”) to the Purchaser from time to time. The Factoring Agreement provides for the Company to have access to up to $2.0 million (the “Maximum Amount”) on a revolving basis, measured by the aggregate amount advanced for the unpaid balance of all Purchased Accounts from time to time. The Factoring Agreement provides for the payment of certain fees by the Company, including, among others, a funds usage fee of prime plus 1.5% per annum with a minimum interest rate of 10.0% per annum. The Company will also be charged a collateral monitoring fee of 0.05% per month, assessed on the average monthly accounts receivable balance, which is payable on the last day of each month. The Factoring Agreement is for an initial term of 12 months and will renew on a year-to-year basis thereafter, unless terminated in accordance with the Factoring Agreement.

The Company has granted the Purchaser a security interest all of the Company’s personal property and fixtures, including, among other things, the Company’s accounts receivable, inventory, equipment, instruments, deposit accounts, general intangibles, and supporting obligations to secure the payment and performance of all obligations of the Company to the Purchaser under the Factoring Agreement. The Factoring Agreement also provides for customary provisions, including representations, warranties and covenants, indemnification, waiver of jury trial, and the exercise of remedies upon a breach or default

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

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:

	*March 31,*		*December 31,*
	*2024*		*2023*
Cash and cash equivalents	$	7,099,755	$	7,566,299
Restricted cash		189,531		140,507
Total cash, cash equivalents, and restricted cash	$	7,289,286	$	7,706,806

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 $298,103 in funds for the purpose of supporting three COVID-19 relief projects. As of March 31, 2024 and December 31, 2023, cash equivalents in the amount of $99,525 were restricted under this agreement. During the three months ended March 31, 2024 and 2023, the Company contributed $0 to these projects. The restriction will be released upon the completion of the projects.

●

Cash equivalents of $530,000 were pledged to secure Company credit card limits. As of March 31, 2024 and December 31, 2023, $90,006 and $40,982, respectively, of these funds were restricted to collateralize borrowings against these Company credit cards.

Cash, cash equivalents, and restricted cash balances that exceeded the Federal Deposit Insurance Corporation (“FDIC”) and Securities Investor Protection Corporation ("SPIC") insurable limits as of March 31, 2024 and December 31, 2023 totaled $6,324,134 and $6,756,207, respectively. The Company has not experienced any losses related to these balances. The Company’s cash, cash equivalents, and restricted cash are with what the Company believes to be a high-quality financial institution and considers the risks associated with these funds in excess of FDIC and SPIC insurable limits to be low.

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, and approximate costs determined on the first-in first-out basis and consists primarily of raw materials and packaging and finished goods and includes co-packing fees, indirect labor, and allocable overhead. The following table presents the components of inventory, net of reserves, as of:

	March 31,		December 31,
	2024		2023
Raw materials and packaging	$	2,470,319	$	2,180,294
Finished goods		3,162,805		4,142,265
Total inventory, net	$	5,633,124	$	6,322,559

The Company periodically reviews the value of items in inventory and provides write-offs of inventory based on current market assessment, which are charged to cost of goods sold. For the three months ended March 31, 2024, the Company recorded $43,204 of inventory obsolescence and disposal costs. For the three months ended March 31, 2023, the Company recorded $234,394 of inventory obsolescence and disposal costs.

As of March 31, 2024 inventory reserves totaled $927,340. This is comprised of estimated reserves based on inventory turnover, quantities on hand, and expiration dates of $248,587, products quarantined for quality issues of $334,269, and discontinued inventories of $344,484. As of December 31, 2023, inventory reserves totaled $1,029,657. This was comprised of estimated reserves based on inventory turnover, quantities on hand, and expiration dates of $385,069, products quarantined for quality issues of $306,276, and discontinued inventories of $338,312.

As of March 31, 2024 and December 31, 2023, the Company had a total of $310,265 and $449,242, respectively, of prepayments for future raw materials inventory which are included in prepaid expenses and other current assets, net on the balance sheets.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

4. Prepaid Expenses and Other Current Assets

The following table presents the components of prepaid expenses and other current assets, as of:

	*March 31,*		*December 31,*
	*2024*		*2023*
Prepaid insurance	$	237,508	$	371,802
Prepaid inventory		310,265		449,242
Prepaid subscriptions and license fees		287,219		139,590
Deposits		166,647		238,719
Other current assets		66,036		86,211
Prepaid expenses and other current assets	$	1,067,675	$	1,285,564

5. Revolving Lines of Credit

On September 2, 2021, the Company entered into a revolving line of credit with Wells Fargo Bank National Association in a principal amount not exceeding $9,500,000. Any outstanding amounts under the line of credit would have had an interest rate calculated as Daily Simple Secured Overnight Financing Rate (“SOFR”) plus 1.5% per annum until paid in full. The line of credit was renewed on September 1, 2022, with a maturity date of August 31, 2023, and the available credit was reduced to $5,000,000. The line of credit was terminated pursuant to its terms on August 31, 2023, and no amounts were due thereunder. The line of credit was not renewed.

6. Property and Equipment

Property and Equipment

Property and equipment, net is comprised of the following as of:

	*March 31, 2024*							*December 31, 2023*
	*Gross Carrying Amount*		*Accumulated Depreciation*			*Net Carrying Amount*		*Gross Carrying Amount*		*Accumulated Depreciation*			*Net Carrying Amount*
Furniture and office equipment	$	184,242	$	(102,447	)	$	81,795	$	184,241	$	(85,093	)	$	99,148
Leasehold improvements		46,276		(25,190	)		21,086		46,276		(22,829	)		23,447
	$	230,518	$	(127,637	)	$	102,881	$	230,517	$	(107,922	)	$	122,595

Depreciation expense was $19,714 for the three months ended March 31, 2024. Depreciation expense was $36,231 for the three months ended March 31, 2023.

Assets Classified as Held-for-Sale

In the fourth quarter of 2022, the Company entered into purchase agreements for the sale of the production equipment for an aggregate sales price of $800,000. In the first quarter of 2023, consideration amounting to $218,165 was received and $581,835 was receivable and included in prepaid expenses and other current assets on the balance sheets. Consideration was received in full by the end of 2023 and no amounts were receivable as of March 31, 2024 and December 31, 2023.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

7. Intangible Assets

Intangible assets are comprised of the following:

	*March 31, 2024*							*December 31, 2023*
	*Gross Carrying Amount*		*Accumulated Amortization*			*Net Carrying Amount*		*Gross Carrying Amount*		*Accumulated Amortization*			*Net Carrying Amount*
Trade names (10 years)	$	890,827	$	(133,624	)	$	757,203	$	890,827	$	(106,899	)	$	783,928
Recipes (10 years)		330,000		(96,250	)		233,750		330,000		(88,000	)		242,000
Social media agreements (3 years)		80,000		(77,778	)		2,222		80,000		(71,111	)		8,889
Software (3 years)		131,708		(91,373	)		40,335		131,708		(81,294	)		50,414
Definite-lived intangible assets		1,432,535		(399,025	)		1,033,510		1,432,535		(347,304	)		1,085,231
Licensing agreements (indefinite)		132,100		—			132,100		132,100		—			132,100
Total intangible assets	$	1,564,635	$	(399,025	)	$	1,165,610	$	1,564,635	$	(347,304	)	$	1,217,331

The weighted-average useful life of all the Company’s intangible assets is 6.8 years.

For the three months ended March 31, 2024 and 2023 amortization expense was $51,721 and $51,722, respectively.

Definite-lived intangible assets

Definite life intangible assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Examples include a significant adverse change in the extent or manner in which the Company uses the asset, or an unexpected change in financial performance. When evaluating definite life intangible assets for impairment, the Company compares the carrying value of the asset to the asset’s estimated undiscounted future cash flows. An impairment is indicated if the estimated future cash flows are less than the carrying value of the asset. The Company considered the above factors when assessing whether the Company’s long-lived assets will be recoverable.

Based on the analysis of the qualitative factors above, management determined that there were no triggering events or impairment charges in the three months ended March 31, 2024.

Intangible assets are amortized using the straight-line method over estimated useful lives ranging from three to ten years. The estimated amortization expense for each of the next five years and thereafter is as follows:

2024 (excluding the three months ended March 31, 2024)	$	137,386
2025		149,994
2026		139,899
2027		139,899
2028		139,899
Thereafter		326,433
	$	1,033,510

Indefinite-lived intangible assets

On August 3, 2015, the Company entered into a license agreement with the Company’s co-founder Laird Hamilton (the “LH License”). The LH License stated Mr. Hamilton’s contribution to the Company was in the form of intellectual property, granting the Company the right to use Mr. Hamilton’s name and likeness. This contribution, which was reported on the balance sheets as of March 31, 2024 and December 31, 2023, was valued at $132,000 and satisfied with the issuance of 660,000 shares of common stock. The Company has determined that the intangible asset associated with the LH License has an indefinite life, as there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

On May 2, 2018, the Company entered into a license agreement with Gabrielle Reece, who is married to Mr. Hamilton (the “GR License”). Pursuant to the GR License, Ms. Reece granted the Company rights to her name, signature, voice, picture, image, likeness, and biographical information. This contribution, which is reported on the consolidated balance sheets as of March 31, 2024 and December 31, 2023, was valued at $100 based on the consideration exchanged. The Company has determined that the intangible asset associated with the GR License has an indefinite life, as there is no foreseeable limit on the period of time over which it is expected to contribute to the cash flows of the Company.

On November 19, 2018, the Company executed a License and Preservation Agreement with Mr. Hamilton and Ms. Reece which superseded the predecessor license agreements with both individuals. The agreement added specific terms related to non-competition and allowable usage of the property under the license. No additional consideration was exchanged in connection with the agreement and the life of the agreement was set at 100 years.

On May 26, 2020, the Company executed a License and Preservation Agreement with Mr. Hamilton, and Ms. Reece (the “2020 License”), which superseded the predecessor license and preservation agreement with both individuals. Among other modifications, the agreement (i) modified certain approval rights of Mr. Hamilton and Ms. Reece for use of their respective images, signatures, voices, and names (other than those owned by the Company), rights of publicity and common law and statutory rights to the foregoing in the Company’s products, (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 consideration was exchanged in connection with the agreement.

8. Leases

Lessee

The Company leased its warehouse space under a commercial lease with RII Lundgren Mill, LLC, dated March 1, 2018. The lease commenced March 1, 2018. The initial lease term was ten years, and the Company had the option to renew the lease for two additional five-year periods.

The Company executed a second lease for additional warehouse and office space under a commercial lease with RII Lundgren Mill, LLC, dated December 17, 2018. The lease commenced on July 1, 2019. However, for accounting purposes the lease commencement date was June 6, 2019. The initial lease term was ten years.

The Company executed a third lease for additional warehouse and office space under a commercial lease with RII Lundgren Mill, LLC, dated October 1, 2021. The lease commenced on October 1, 2021. The initial lease term was ten years.

The Company executed a lease cancellation agreement dated December 12, 2022. Under this agreement, the Company's three leases with RII Lundgren Mill, LLC, were terminated effective January 31, 2023, and the Company agreed to pay $1,550,000, of which $500,000 was remitted in 2022 and $1,050,000 was satisfied in the first quarter of 2023.

The Company assumed an operating lease in the acquisition of Picky Bars, LLC on May 3, 2021. The initial lease term is 62 months, and the Company has the option to renew the lease for two additional three-year periods.

The Company entered into a sublease agreement with Somatic Experiencing Trauma Institute with a commencement date of January 1, 2023, for a 5,257 square foot office space in Boulder, Colorado which serves as the Company's current headquarters. This lease will expire on July 1, 2027.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

The components of lease expense were as follows:

	*Three Months Ended*		*Three Months Ended*
	*March 31, 2024*		*March 31, 2023*
Operating leases
Operating lease cost	$	38,085	$	38,547
Variable lease cost		5,565		12,915
Operating lease expense		43,650		51,462
Short-term lease rent expense		64,229		115,763
Total rent expense	$	107,879	$	167,225

	Three Months Ended		Three Months Ended
	March 31, 2024		March 31, 2023
Operating cash flows - operating leases	$	32,254	$	31,315
Right-of-use assets obtained in exchange for operating lease liabilities	$	-	$	344,382

	March 31, 2024			March 31, 2023
Weighted-average remaining lease term – operating leases (in years)		2.9			3.9
Weighted-average discount rate – operating leases		6.81	%		6.51	%

As of March 31, 2024, future minimum payments during the next five years and thereafter are as follows:

2024 (excluding the three months ended March 31, 2024)	$	106,545
2025		126,714
2026		109,145
2027		56,210
Total		398,614
Less imputed interest		(41,874	)
Operating lease liabilities	$	356,740

Lessor

The Company executed a sublease agreement of the Picky Bars, LLC operating lease on March 1, 2022. The lease commenced on April 1, 2022. The initial sublease term expires on April 30, 2025. The sublease meets all of the criteria of an operating lease and is accordingly recognized straight line over the sublease term with a related sublease rental asset accounting for abatements and initial direct costs. The Company had $9,994 and $11,881 of sublease rental assets as of March 31, 2024 and December 31, 2023, respectively, included in prepaid expenses and other current assets on the balance sheets.

The components of rental income were as follows:

	*Three Months Ended*		*Three Months Ended*
	*March 31, 2024*		*March 31, 2023*
Operating leases
Operating lease income	$	14,055	$	14,055
Variable lease income		5,317		5,318
Total rental income	$	19,372	$	19,373

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

As of March 31, 2024, future minimum payments to be received during the next five years and thereafter, as applicable, are as follows:

2024 (excluding the three months ended March 31, 2024)	$	46,532
2025		20,748
Total	$	67,280

9. Income Taxes

The Company had a tax net loss for the three months ended March 31, 2024 and 2023, 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 subject to franchise taxes considered income taxes under Accounting Standards Codification ("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:

	*Three Months Ended*
	*March 31, 2024*			*March 31, 2023*

Income tax benefit at statutory rates	$	205,289		$	873,910
Valuation allowance for deferred tax assets		(178,672	)		(856,116	)
Stock-based compensation		(42,697	)		(6,328	)
Other expense, net		(22,877	)		(23,888	)
Reported income tax expense	$	(38,957	)	$	(12,422	)
Effective tax rate:		4.0	%		0.3	%

The Company’s deferred tax assets consisted of the following as of:

	*March 31, 2024*			*December 31, 2023*
Deferred tax assets:
Net operating loss carryforwards	$	20,346,129		$	20,088,873
Intangible assets		2,217,760			2,258,079
Property and equipment		1,083,199			1,104,854
Research and development credits		251,540			235,514
Research and development		244,698			268,414
Inventory		202,206			246,182
Accrued expenses		477,870			496,695
Right of use asset		8,904			7,366
Bad debt allowance		116,570			64,250
Charitable contributions		34,172			40,773
Unexercised options		932,412			890,128
Total deferred tax assets		25,915,460			25,701,128
Valuation allowance		(25,915,460	)		(25,701,128	)
Total net deferred tax assets	$	—		$	—

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

As of March 31, 2024, 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 $21,478 and $7,373 as of March 31, 2024 and December 31, 2023, respectively.

As of March 31, 2024 and December 31, 2023, the Company had aggregate net operating losses ("NOLs") totaling approximately $138.5 million and $136.8 million, respectively. As of March 31, 2024 and December 31, 2023, the Company had federal NOLs totaling approximately $1.9 million from 2017 and prior years that can be carried forward for 20 years and which begin to expire in 2036. As of March 31, 2024 and December 31, 2023, the Company had federal NOLs totaling approximately $78.8 million and $77.8 million, respectively, from 2018 and subsequent years that can be carried forward indefinitely. As of March 31, 2024 and December 31, 2023, the Company had state NOLs totaling $57.8 million and $57.1 million, respectively, that can be carried forward for between 15 and 20 years. As of March 31, 2024 and December 31, 2023, the Company had credits totaling $0.3 million and $0.2 million, respectively, that can be carried forward for five years. As of March 31, 2024 and December 31, 2023, the Company had other carryforwards totaling $0.6 million that can be carried forward for between one and five years.

The use of net operating losses may be subject to certain limitations, such as those triggered by ownership changes under Section 382 of the Internal Revenue Code. Because 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 carryforwards 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 three months ended March 31, 2024 and 2023 were net increases of $0.2 million and $0.9 million, respectively.

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.

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.

10. Stock Incentive Plan

The Company adopted an incentive plan (the “2020 Omnibus Incentive Plan”) on September 22, 2020, to provide for the grant of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), deferred stock units, unrestricted stock, dividend equivalent rights, performance shares, other performance-based awards, other equity-based awards, and cash bonus awards to Company employees, non-employee directors, and certain consultants and advisors. As of March 31, 2024, the Company has no additional authorized shares to award under the 2020 Omnibus Incentive Plan as of March 31, 2024, excluding 2,159,886 of shares to be issued upon vesting and exercise of outstanding options and RSUs.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

Stock Options

The following tables summarize the Company’s stock option activity during the three months ended March 31, 2024 and 2023:

				*Weighted*		*Weighted*
				*Average*		*Average*
	*Options*			*Exercise Price*		*Contractual*		*Aggregate*
	*Activity*			*(per share)*		*Term (years)*		*Intrinsic Value*
Balance at January 1, 2024		1,234,778		$	4.52		7.91	$	30,000
Granted		799,188		$	0.73		—		—
Exercised/released		(5,000	)	$	2.00		—		—
Cancelled/forfeited		(1,000	)	$	12.32		—		—
Balance at March 31, 2024		2,027,966		$	3.03		8.56	$	2,657,292
Exercisable at March 31, 2024		681,464		$	5.03		7.09	$	559,810

				*Weighted*		*Weighted*
				*Average*		*Average*
	*Options*			*Exercise Price*		*Contractual*		*Aggregate*
	*Activity*			*(per share)*		*Term (years)*		*Intrinsic Value*
Balance at January 1, 2023		921,657		$	6.86		8.00	$	—
Granted		—		$	—		—	$	—
Exercised/released		—		$	—		—	$	—
Cancelled/forfeited		(24,164	)	$	9.99		—	$	—
Balance at March 31, 2023		897,493		$	6.78		7.74	$	—
Exercisable at March 31, 2023		318,041		$	8.72		5.43	$	—

The fair value of each stock option granted 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 our historical experience.

Restricted Stock Units

The following tables summarize the Company’s RSU activity during the three months ended March 31, 2024 and 2023:

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of RSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2024		771,885		$	1.76		1.98	$	1,361,696
Granted		—		$	—		—	$	—
Exercised/released		(33,779	)	$	3.29		—	$	—
Cancelled/forfeited		—		$	—		—	$	—
Balance at March 31, 2024		738,106		$	1.69		1.81	$	1,250,652

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of RSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2023		504,420		$	4.22		2.94	$	2,127,734
Granted		—		$	—		—	$	—
Exercised/released		(13,146	)	$	11.30		—	$	—
Cancelled/forfeited		(16,279	)	$	5.98		—	$	—
Balance at March 31, 2023		474,995		$	3.96		2.67	$	1,881,278

The Company estimates the fair value of each RSU using the fair value of the Company’s common stock on the date of grant.

Market-Based Stock Units ("MSUs")

The following tables summarize the Company’s MSU activity during the three months ended March 31, 2024 and 2023:

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of MSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2024		621,314		$	1.57		0.62	$	977,558
Granted		—		$	—		—	$	—
Exercised/released		(100,000	)	$	0.25		—	$	—
Cancelled/forfeited		(21,314	)	$	43.53		—	$	—
Balance at March 31, 2024		500,000		$	0.05		0.37	$	24,460

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of MSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2023		31,083		$	43.53		0.60	$	1,353,043
Granted		—		$	—		—	$	—
Exercised/released		—		$	—		—	$	—
Cancelled/forfeited		(9,769	)	$	43.53		—	$	—
Balance at March 31, 2023		21,314		$	43.53		0.42	$	927,798

The MSUs vest upon the 30-day weighted average stock price reaching or exceeding established targets within the requisite service period. We estimate 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.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

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*		*Unrecognized Compensation Cost Related to Non-Vested Awards as of*		*Weighted-Average Remaining Vesting Period as of*
	*March 31, 2024*		*March 31, 2024*		*March 31, 2024 (years)*
Stock options	$	81,506	$	939,421		3.19
RSUs		178,794		921,177		2.04
MSUs		19,265		9,063		0.37
Total stock-based compensation	$	279,565	$	1,869,661		2.61

Cost of goods sold	$	682	$	12,615		4.20
General and administrative		231,101		1,627,026		2.44
Sales and marketing		47,782		230,020		3.73
Total stock-based compensation	$	279,565	$	1,869,661		2.61

	*Three Months Ended*			*Unrecognized Compensation Cost Related to Non-Vested Awards as of*		*Weighted-Average Remaining Vesting Period as of*
	*March 31, 2023*			*December 31, 2023*		*December 31, 2023 (years)*
Stock options	$	61,488		$	654,313		2.36
RSUs		158,715			1,099,972		2.17
MSUs		(72,568	)		34,281		0.57
Total stock-based compensation	$	147,635		$	1,788,566		2.21

Cost of goods sold	$	(896	)	$	2,976		1.62
General and administrative		135,242			1,666,980		2.29
Sales and marketing		13,289			118,610		0.99
Total stock-based compensation	$	147,635		$	1,788,566		2.21

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

11. Earnings per Share

Basic earnings (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 earnings (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 common shares had been issued. Dilutive potential common shares consist of employee stock options, RSUs, and MSUs. The dilutive effect of employee stock options, RSUs, and MSUs by the Company are calculated using the treasury stock method. Basic earnings per share is reconciled to diluted earnings per share in the following table:

	*Three Months Ended March 31,*
	*2024*			*2023*
Net loss	$	(1,016,522	)	$	(4,143,910	)
Weighted average shares outstanding - basic and diluted		9,401,605			9,213,723
Basic and diluted:
Net loss per share, basic and diluted	$	(0.11	)	$	(0.45	)
Common stock options, restricted stock awards, and market-based stock awards excluded due to anti-dilutive effect		3,266,072			1,393,802

12. Concentrations

The following table details the concentration of vendor accounts payable balances in excess of 10% of total accounts payable at each period:

	*March 31,*	*December 31,*
	*2024*	*2023*
Vendor A	10%	*
Vendor B	*	14%
Vendor C	*	10%
Vendor D	*	23%
Total	10%	47%

* 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:

	*March 31,*	*December 31,*
	*2024*	*2023*
Customer A	18%	45%
Customer B	24%	21%
Customer C	28%	*
Total	70%	67%

* Less than 10%.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

The following table details the concentration of sales to specific customers in excess of 10% of total net sales for each year and the accounts receivable from those customers at the end of each period:

	As of and for the Three Months Ended
	March 31, 2024		March 31, 2023
	Net Sales	Accounts Receivable	Net Sales	Accounts Receivable
Customer A	11%	461,132	16%	1,612,941
Customer B	19%	623,431	13%	675,743
Customer C	12%	710,504	12%	484,800
Total	42%	1,795,067	41%	2,773,484

The Company purchased a substantial portion of raw materials and packaging from certain suppliers. The following table details the concentration of purchases from specific suppliers in excess of 10% of total purchases for each period:

	*For the Three Months Ended March 31,*
	*2024*	*2023*
Supplier A	17%	*
Supplier B	11%	*
Supplier C	11%	15%
Supplier D	10%	*
Supplier E	10%	*
Supplier F	*	26%
Total	59%	41%

* Less than 10%.

The Company purchased a substantial portion of raw materials and packaging originating from certain geographical regions. The following table details the concentration of purchases from specific regions in excess of 10% of total purchases for each period:

	*For the Three Months Ended March 31,*
	*2024*	*2023*
Sri Lanka	17%	*
Vietnam	*	14%
China	*	10%
Indonesia	*	12%
Total	17%	36%

* Less than 10%.

13. Related Parties

FASB ASC Topic 850, Related Party Disclosures, requires that information about transactions with related parties that would influence decision making shall 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 which superseded the predecessor license and preservation agreement with both Mr. Hamilton and Ms. Reece. 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 consideration was exchanged in connection with the agreement. See additional discussion related to the 2020 License in Note 7 of the financial statements.

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LAIRD SUPERFOOD, INC.

Notes to Unaudited Consolidated Condensed Financial Statements

Marketing Agreements

On October 26, 2022, the Company executed an influencer agreement with Gabby Reece to provide certain marketing services for a term ending December 31, 2023 with an option to renew for one-year terms. In connection with these services, in the three months ended March 31, 2024 and 2023, advertising expenses totaling $62,501 and $37,809, respectively, were included in sales and marketing expenses in the statements of operations. As of March 31, 2024 and December 31, 2023, amounts payable to Gabby Reece of $28,167 and $2,688, respectively, included in related party liabilities in the balance sheets.

14. Revenue Recognition

The Company’s primary source of revenue is sales of coffee creamers, hydration and beverage enhancing supplements, harvest 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 us 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.

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 March 31,*
	*2024*						*2023*
	$			*% of Total*			$			*% of Total*
Coffee creamers	$	5,570,321			56	%	$	5,132,143			63	%
Coffee, tea, and hot chocolate products		2,175,265			22	%		1,955,140			24	%
Hydration and beverage enhancing supplements		2,025,272			20	%		670,851			8	%
Harvest snacks and other food items		1,304,060			13	%		1,752,397			22	%
Other		122,012			1	%		29,729			—	%
Gross sales		11,196,930			112	%		9,540,260			117	%
Shipping income		111,428			1	%		303,226			4	%
Returns and discounts		(1,399,420	)		(13	)%		(1,730,548	)		(21	)%
Sales, net	$	9,908,938			100	%	$	8,112,938			100	%

The Company generates revenue through two channels: e-commerce and wholesale:

	*Three Months Ended March 31,*
	*2024*					*2023*
	$		*% of Total*			$		*% of Total*
E-commerce	$	5,868,337		59	%	$	4,427,681		55	%
Wholesale		4,040,601		41	%		3,685,257		45	%
Sales, net	$	9,908,938		100	%	$	8,112,938		100	%

Receivables from contracts with customers are included in accounts receivable. Contract assets include deferred cost of goods sold associated with deferred revenue and are included in finished goods inventories. 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, 2023 were recognized in net sales for the three months ended March 31, 2024. The balances of receivables from contracts with customers, contract assets, and contract liabilities were as follow:

	*January 1,*			*December 31,*			*March 31,*
	*2023*			*2023*			*2024*
Accounts receivable, net	$	1,494,469		$	1,022,372		$	2,064,745
Contract assets	$	57,249		$	—		$	—
Contract liabilities	$	(729,667	)	$	(427,974	)	$	(512,635	)

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations 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, 2023(the "2023 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 2023 Form 10-K.

Overview

Laird Superfood creates highly differentiated, plant-based, and functional foods, many of which incorporate adaptogens which may support a variety of brain functions. The core pillars of the Laird Superfood platform are currently Superfood Creamer coffee creamers, Hydrate hydration products and beverage enhancing supplements, harvest snacks and other food items, and functional roasted and instant coffees, teas, and hot chocolate. Consumer preferences within the evolving food and beverage industry are shifting away from processed and sugar-laden food and beverage products, as well as those containing significant amounts of highly processed and artificial ingredients. Our long-term goal is to build the first scale-level and widely recognized brand that authentically focuses on natural ingredients, nutritional density, and functionality, allowing us to maximize penetration of a multi-billion-dollar opportunity in the grocery market.

Net sales were $9.9 million and $8.1 million, respectively, for the three months ended March 31, 2024 and 2023, representing 22% year-over-year growth. E-commerce channel sales increased by 33% in the first quarter of 2024 compared to the same period last year despite a significant, planned reduction in media spend in the channel. Sales through Amazon.com increased by 48% year-over-year building on the strong performance in the fourth quarter of 2023, as compared to reduced sales volume during the first quarter of 2023 stemming from out-of-stocks associated with the quality event last year. Direct-to-Consumer ("DTC") sales, on lairdsuperfood.com and pickybars.com, increased by 25% year-over year driven by strong performance in both subscription and repeat customers, average order value, and improved discounts rates due to strategic shifts in our promotional strategies. Wholesale channel net sales increased by 10% compared to the first quarter of 2023 driven by sales growth in club stores, as well as velocity improvement and distribution expansion in grocery, and more efficient promotional spend across the channel.

Our e-commerce business is two-pronged and consists of DTC (lairdsuperfood.com and pickybars.com) and the use of third-party platforms, such as Amazon.com. For the three months ended March 31, 2024 and 2023, the e-commerce business made up 59% and 55% of our net sales, respectively. Lairdsuperfood.com and pickybars.com are platforms that provide an authentic brand experience for our consumers that drive engagement through educational content and provide 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 a long-term relationship with these customers. We believe the content on our websites allows Laird Superfood to educate 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 users and subscribers, as evidenced by repeat users and subscribers accounting for over three quarters of DTC sales for the three months ended March 31, 2024 and 2023.

For the three months ended March 31, 2024 and 2023, wholesale made up 41% and 45% of our net sales, respectively. Laird Superfood products are sold through a diverse set of retail channels, including conventional, natural, and specialty grocery stores, and club stores. The diversity of our retail channel 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.

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Recent Developments

Redomestication

On December 31, 2023 (the “Effective Date”), we changed our state of incorporation from the state of Delaware to the state of Nevada (the “Redomestication”) by means of a plan of conversion, as described in our definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on October 10, 2023.

As of the Effective Date:

●

our domicile changed from the state of Delaware to the state of Nevada; and

●

the affairs of the Company ceased to be governed by the Delaware General Corporation Law and the Company’s then existing certificate of incorporation and bylaws, and instead became governed by the Nevada Revised Statutes and the Company's new articles of incorporation and bylaws.

The Redomestication was previously submitted to a vote of, and was approved by, our stockholders at our Annual Meeting of Stockholders held on November 28, 2023. 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 our current employees, including management. The Redomestication did not affect any of our material contracts with any third parties, and our 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.

Our Strategy and Key Factors Affecting our 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

We are currently seeking to grow our customer base through both paid and organic online channels, as well as by expanding our presence in a variety of physical wholesale distribution channels. E-commerce customer acquisitions typically occur at our websites, lairdsuperfood.com and pickybars.com, and Amazon.com. Our e-commerce customer acquisition program includes paid and unpaid social media, search, display, and traditional media. Our products are also sold through a growing number of wholesale channels. Wholesale customers include grocery chains, natural food outlets, club stores, drug stores, and food service customers including coffee shops, gyms, restaurants, hospitality venues and corporate dining services, among others. Customer acquisition in physical wholesale channels depends on, among other things, paid promotions through retailers, display, and traditional media.

Ability to Manage Co-Manufacturer and Third-Party Logistics Relationships

All of our production and logistics is handled by third parties, and our performance will be highly dependent on the ability of these partners to produce and deliver our products in a timely manner and to our standards and at a reasonable cost.

Ability to Acquire and Retain Customers at a Reasonable Cost

We believe an ability to consistently acquire and retain customers at a reasonable cost relative to projected lifetime value will be a key factor affecting future performance. To accomplish this goal, we intend to balance advertising spend between online and offline channels, as well as balancing more targeted and measurable “direct response” marketing spend with advertising focused on increasing our long-term brand recognition, where success attribution is less directly measurable on a near-term basis.

Ability to Drive Repeat Usage of Our Products

We accrue substantial economic value from repeat customers of our products who consistently re-order our products. The pace of our growth will be affected by the repeat usage dynamics of existing and newly acquired customers.

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Ability to Expand Our Product Line

Our goal is to expand our product line 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 labor and shipping costs, controlling the impacts of inflationary market factors, 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 properly 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 reduce cash burn in the near-term and eventually generate positive cash flow 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 indirectly to consumers through a broad set of physical wholesale channels. We also derive revenue from the sale of our products directly to consumers through our direct websites, as well as third-party online channels.

Cost of Goods Sold

Cost of goods sold includes the cost of raw materials and packaging, and overhead including inbound and outbound freight, direct and indirect labor, third-party logistics ("3PL") fees, warehouse storage costs, and other miscellaneous costs related to manufacturing and distributing our products.

Operating Expenses

Our operating expenses consist of general and administrative expenses and sales and marketing expenses.

Income Taxes

Due to our history of operating losses and expectation of future operating losses, we do not expect any significant income tax expenses or benefits for the foreseeable future.

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Results of Operations

Comparison of the three months ended March 31, 2024 (“Q1 2024”) and March 31, 2023 (“Q1 2023”)

The following table summarizes our results of operations for the periods indicated:

	Three Months Ended March 31,						$			%
	2024			2023			Change			Change
Sales, net	$	9,908,938		$	8,112,938		$	1,796,000			22	%
Cost of goods sold		(5,944,837	)		(6,239,062	)		294,225			(5	)%
Gross profit		3,964,101			1,873,876			2,090,225			112	%
Gross margin		40.0	%		23.1	%
General and administrative		2,157,748			3,082,310			(924,562	)		(30	)%
Sales and marketing		2,894,915			3,094,048			(199,133	)		(6	)%
Total operating expenses		5,052,663			6,176,358			(1,123,695	)		(18	)%
Operating loss		(1,088,562	)		(4,302,482	)		3,213,920			(75	)%
Other income		110,997			170,994			(59,997	)		(35	)%
Loss before income taxes		(977,565	)		(4,131,488	)		3,153,923			(76	)%
Income tax expense		(38,957	)		(12,422	)		(26,535	)		214	%
Net loss	$	(1,016,522	)	$	(4,143,910	)	$	3,127,388			(75	)%

	Three Months Ended March 31,				$		%
	2024		2023		Change		Change
Sales, net	$	9,908,938	$	8,112,938	$	1,796,000		22	%

Net sales increased to $9.9 million in Q1 2024 from $8.1 million in Q1 2023, representing 22% growth year-over-year. The increase was primarily driven by a 33% increase in the e-commerce channel in sales through both platforms, Amazon.com and DTC, as well as reductions in promotional spend in DTC, as compared to reduced sales volume in Q1 2023 from out-of-stocks associated with a quality event. Further, the wholesale channel also grew by 10% driven primarily by sales growth in club stores, velocity improvements and distribution gains in grocery stores, and more efficient promotional spend.

	Three Months Ended March 31,						$		%
	2024			2023			Change		Change
Cost of goods sold	$	(5,944,837	)	$	(6,239,062	)	$	294,225		(5	)%

Cost of goods sold decreased to $5.9 million in Q1 2024 from $6.2 million in Q1 2023, a reduction of 5%, which reflects the full benefits realization of the transition to a variable cost third-party co-manufacturing business model, which was partially offset by higher sales volume.

	Three Months Ended March 31,				$		%
	2024		2023		Change		Change
Gross profit	$	3,964,101	$	1,873,876	$	2,090,225		112	%

Gross profit increased to $4.0 million in Q1 2024 from $1.9 million in Q1 2023. Gross margin improved to 40.0% in Q1 2024 from 23.1% in Q1 2023. This improvement reflects increased net sales as well as the full benefits of the transition to a variable cost third-party co-manufacturing business model and a reduction in trade discounts due to improved promotional efficiencies and elevated trade spend in the prior year associated with the quality event that occurred in Q1 2023.

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	Three Months Ended March 31,				$			%
	2024		2023		Change			Change
Operating Expenses
General and administrative	$	2,157,748	$	3,082,310	$	(924,562	)		(30	)%
Sales and marketing		2,894,915		3,094,048		(199,133	)		(6	)%
Total operating expenses	$	5,052,663	$	6,176,358	$	(1,123,695	)		(18	)%

General and administrative expenses decreased to $2.2 million in Q1 2024 from $3.1 million in Q1 2023, primarily driven by lower personnel costs and broad, strategic reductions in spending.

Sales and marketing expenses were $2.9 million in Q1 2024 compared to $3.1 million in Q1 2023, driven by planned reductions in marketing and advertising spend.

	Three Months Ended March 31,				$			%
	2024		2023		Change			Change
Other income	$	110,997	$	170,994	$	(59,997	)		(35	)%

Other income is composed of interest income and expense, rental income, and other non-operating gains and losses. The decrease in other income was driven by decreases in dividend income on money market funds as the amounts carried in those accounts decrease.

Liquidity and Capital Resources

As of March 31, 2024, we have an accumulated deficit of $107.3 million, which includes operating losses of $1.1 million and $4.3 million for Q1 2024 and Q1 2023, respectively. We expect to incur additional operating losses as we continue efforts to grow our business. However, after taking several strategic steps in 2023 and 2022, we have significantly optimized spending, improved gross margins, and significantly reduced cash burn in an effort to bring the business closer to breakeven and profitability in future quarters, with the first quarter of net income and positive cash flows from operations realized in the fourth quarter of 2023. These steps included, among others, transitioning out of in-house manufacturing to a variable cost third-party co-manufacturing business model, closing manufacturing facilities and offices in Sisters, Oregon, several rounds of organizational restructuring to optimize our headcount costs, and reducing marketing and administrative investment through eliminating non-essential spending. We will continue to seek to optimize spending and expand gross margins. Additionally, our current business plan is to continue to utilize inventory management to reduce working capital. We have historically financed our operations and capital expenditures through private placements of our common stock, our initial public offering ("IPO"), lines of credit, and term loans. Our historical uses of cash have primarily consisted of cash used in operating activities and working capital needs.

As of March 31, 2024 and December 31, 2023, we had $7.3 million and $7.7 million, respectively, of cash-on-hand, and total net working capital of $11.3 million and $12.0 million for the same periods. 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 timing and extent of spending to support research and development efforts, the continued expansion of sales and marketing activities, the enhancement of our product platforms, and the introduction of new products and acquisition activity. Recent and expected working and other capital requirements, in addition to the above matters, also include the items described below:

●

We have lease arrangements for corporate office space. As of March 31, 2024, we had fixed lease payment obligations of $0.4 million, with $0.1 million payable within 12 months.

●

As of March 31, 2024, $4.6 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 were $2.1 million in Q1 2024 and $2.2 million in Q1 2023. 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.

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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 eighteen 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. Our Chief Executive Officer reviews financial information on a consolidated 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 2023 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 2023 Form 10-K.

Recent Accounting Pronouncements

See Recently Issued Accounting Pronouncements in Note 1 to our financial statements included elsewhere in this Quarterly Report on Form 10-Q for additional information.

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, 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.

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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 March 31, 2024, 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 March 31, 2024.

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.

Part II. Other Information

Item 1. Legal Proceedings.

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.

Item 1A. Risk Factors.

There were no material changes to the Risk Factors disclosed in "Item 1A. Risk Factors" in the 2023 Form 10-K during these three months ended March 31, 2023. This quarterly report on Form 10-Q should be read in conjunction with the risk factors previously described in the Company's 2023 Form 10-K.

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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.

Item 5. Other Information

During the three months ended March 31, 2024, none of the Company's directors or executive officers adopted 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.

Entry into an Accounts Receivable Factoring Agreement

The Factoring Agreement provides for the Company to have access to up to $2.0 million (the “Maximum Amount”) on a revolving basis, measured by the aggregate amount advanced for the unpaid balance of all Purchased Accounts from time to time. Upon receipt of the upfront purchase price for any Purchased Accounts, the Company will have sold and assigned all of its rights in such Purchased Accounts and all proceeds thereof. The upfront purchase price for a Purchased Account is up to 70% of the face amount thereof and the remaining portion is payable only if and when the Purchaser receives payment from account debtors exceeding the aggregate unadvanced face amount of the unpaid balance of all Purchased Accounts from time to time, plus all amounts due on accounts ineligible to be purchased, plus all accrued fees and expenses. The proceeds from the Factoring Agreement will be used to fund general working capital needs.

The Factoring Agreement provides for the payment of certain fees by the Company, including, among others, a funds usage fee of prime plus 1.5% per annum with a minimum interest rate of 10.0% per annum. The Company will also be charged a collateral monitoring fee of 0.05% per month, assessed on the average monthly accounts receivable balance, which is payable on the last day of each month. The Purchaser has the right to require the Company to repurchase any Purchased Accounts that (i) are uncollectable other than due to insolvency of the account debtor or, if certain conditions are met, the inability of the account debtor to pay the account or (ii) are no longer eligible.

The Factoring Agreement is for an initial term of 12 months and will renew on a year-to-year basis thereafter, unless terminated in accordance with the Factoring Agreement. The Company may terminate the Factoring Agreement at any time upon 30 days prior written notice and payment to Purchaser of an early termination fee equal to 2.0% of the Maximum Amount if terminated during the first 12 months and 1.0% of the Maximum Amount during the subsequent terms.

The foregoing summary of the Factoring Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Factoring Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.

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Item 6. Exhibits.

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 /
Furnished
Herewith

3.1

Articles of Incorporation of Laird Superfood, Inc.

8-K

001-39537

3.1

1/2/2024

3.2

Bylaws of Laird Superfood, Inc.

8-K

001-39537

3.2

1/2/2024

4.1

Form of Stock Certificate for Common Stock

10-K

001-39537

4.1

3/13/2024

4.2

Description of Capital Stock

10-K

001-39537

4.3

3/13/2024

10.1

Accounts Receivable Factoring Agreement, dated May 7, 2024, between the Company and Alterna Capital Solutions, LLC.

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.

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SIGNATURES

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: May 8, 2024	/s/ Jason Vieth
	Jason Vieth
	President and Chief Executive Officer
	(Principal Executive Officer and duly authorized officer)

Date: May 8, 2024	/s/ Anya Hamill
	Anya Hamill
	Chief Financial Officer
	(Principal Financial and Accounting Officer)

Exhibit 10.1

INVOICE PURCHASE AND SALE AGREEMENT

THIS INVOICE PURCHASE AND SALE AGREEMENT (“Agreement”) is made on this 7^th day of May 2024 between Laird Superfood, Inc., a Nevada Corporation ("Seller"), and Alterna Capital Solutions LLC, a Florida limited liability company ("Purchaser").

1. Definitions and Index to Definitions. The following terms shall have the following meanings. All capitalized terms not otherwise defined in this Agreement shall have the meaning set forth in the Uniform Commercial Code (the "UCC") as adopted in the Chosen State:

1.1.“ Account” – The right to payment of a monetary obligation, whether or not earned by performance, for property that has been or is to be sold, licensed, assigned, or otherwise disposed of or for services rendered or to be rendered.

1.2.“ Account Debtor” – Any person who is obligated to Seller on an Account, Chattel Paper, or General Intangible.

1.3. "Advance Rate" – 70%, provided dilution is, and remains, less than 20% for the 12-month trailing period and which percent may be revised at any time by Purchaser in Purchaser's sole and reasonable discretion.

1.4.“ Affiliate” – With respect to any person that is a corporation, each other person that owns or controls directly or indirectly the person, any person that controls or is controlled by or is under common control with the person, and each of that person’s senior executive officers, directors, and partners and, for any person that is a limited liability company, that person’s managers and members.

1.5. "Avoidance Claim" – Any claim that a payment received by Purchaser is a preference or otherwise avoidable under the United States Bankruptcy Code or any other debtor-relief statute.

1.6. "Balance Subject to Funds Usage Daily Rate" – The unpaid Face Amount due on all Purchased Accounts minus the Reserve Account.

1.7.“ Business Day” – A day on which a bank is open for business in the Chosen State.

1.8.

"Chosen State" – Florida.

1.9.

"Clearance Days" – Two (2) Business Days.

1.10.

"Closed" – An Account for which Purchaser has received full payment.

1.11.

"Collateral" – All now owned and hereafter acquired personal property and fixtures, and proceeds thereof, (including proceeds of proceeds) of Seller including without limitation: Accounts including accounts receivable; Chattel Paper; Inventory; Equipment; Instruments, including Promissory Notes; Investment Property; Documents; Deposit Accounts; Letter of Credit Rights; General Intangibles; and Supporting Obligations.

1.12.“ Collateral Monitoring Fee” – 0.05% per month, assessed on the average monthly AR balance on Purchased Accounts, which shall be charged and paid on the last day of each month.

1.13. “Complete Termination” – Complete Termination occurs upon satisfaction of the following conditions: (i) payment in full of all Obligations of Seller to Purchaser; (ii) if Purchaser has issued or caused to be issued guarantees, promises, or letters of credit on behalf of Seller, acknowledgement from any beneficiaries thereof that Purchaser or any other issuer has no outstanding direct or contingent liability therein; and (iii) Seller and all guarantors of the Obligations have executed and delivered to Purchaser a general release in a form reasonably acceptable to Purchaser.

1.14. “Dispute” – See Section 2.

1.15. “Daily Fee” – N/A

1.16. “Daily Fee Percentage” – N/A

1.17. “Default Rate” shall mean .067% daily, charged on the net funds employed or the maximum rate allowed by law.

1.18. "Early Termination Fee" – See Section 23.1.

1.19. "Eligible Account" – An Account that is acceptable for purchase by Purchaser, as determined by Purchaser in its sole discretion.

1.20. "Events of Default" – See Section 21 herein.

1.21.“ Exposed Payments” – With respect to an Account which Seller has repurchased or could be required to repurchase hereunder, payments received by Purchaser from or for the Account of a Payor that has become subject to a bankruptcy proceeding, to the extent such payments cleared the Payor’s deposit account within ninety (90) days of the commencement of said bankruptcy case.

1.22.“ Face Amount” – The Face Amount due on an Account on the Purchase Date.

1.23.“ Facility Fee” – 1.00% of the Maximum Amount, which the Seller shall pay at closing and on any incremental increases to the Maximum Amount. Seller shall pay the Facility Fee on the first day of each Renewal Term.

1.24. "Funds Usage Daily Fee" – The fee the Seller accrues on a daily basis is calculated as the quotient of the Funds Usage Percentage divided by 360 then multiplied by the Balance Subject to Funds Usage Daily Rate, which Purchaser shall charge against the Reserve Account on the last calendar day of the month. The Funds Usage Percentage shall be the Prime Rate plus 1.5% per annum but at no time less than 10.0% per annum. The Funds Usage Percentage shall increase or decrease on the same date as any change in the Prime Rate, by the Prime Rate Adjustment.

1.25.“ Funds Usage Percentage” – Prime Rate plus 1.5% per annum but at no time less than 10.0% per annum.

1.26. "Ineligible Account" – An Account other than an Eligible Account as determined by Purchaser in its sole discretion.

1.27.“ Insolvent” – With respect to any Account Debtor and any Account, (a) Seller has established to Purchaser’s satisfaction that such Account Debtor has failed to pay any amounts due in respect of such Account solely as a result of (i) the sum of such Account Debtor’s debts being greater than the sum of its assets or (ii) a general inability of Account Debtor to pay its debts as they become due; (b) a voluntary or involuntary petition has been filed to declare such Account Debtor bankrupt or to allow reorganization or refinancing under a plan to meet the debts of such Account Debtor under any applicable bankruptcy law or (c) Purchaser has otherwise determined that such Account Debtor is insolvent.

1.28.“ Insolvency Default” – As defined in Section 9.

1.29. "Invoice" – The document that evidences or is intended to evidence an Account. Where the context so requires, reference to an Invoice shall be deemed to refer to the Account to which it relates.

1.30. “Invoice Purchase Fee”- N/A

1.31.“ Maximum Amount" – Up to $2,000,000 of net funds employed at any given time. Any increase in the Maximum Amount above the initial $2,000,000 shall be subject to approval by Purchaser and subject to an additional Facility Fee of 1.00%.

1.32. "Misdirected Payment Fee" – The fee the Seller shall pay to the Purchaser for each payment on account of a Purchased Account which has been received by Seller or by a third party (“Misdirected Payment”) and not paid to Purchaser within three (3) Business Days following (a) the date of receipt of the Misdirected Payment by Seller or a third party or (b) the date of Seller's knowledge of receipt of the Misdirected Payment by such third party. The amount of the Misdirected Payment Fee shall be 15% of the amount of the Misdirected Payment.

1.33.“ Missing Notation Fee” – The fee the Seller shall pay to the Purchaser within three (3) days of the Purchase Date of an Invoice if the Invoice is missing a notice of assignment legend as required by Section 4 herein. The amount of the Missing Notation Fee shall be 15% of the Face Amount of the Invoice on the Purchase Date.

1.34.“ Obligations” – All present and future Obligations and liabilities owing by Seller to Purchaser, whether direct or indirect, absolute or contingent, including all Obligations and liabilities that become owing by Seller to Purchaser, including without limitation fees, and costs, whether arising hereunder or otherwise, and whether arising before, during or after the commencement of any case filed under title 11 of the United States Bankruptcy Code or any other debtor relief proceeding in which Seller is a Debtor.

1.35. "Parties" – Seller and Purchaser.

1.36. "Payor" – An Account Debtor, other obligor, or entity obligated on an Account, making payment on behalf of such party.

1.37. "Prime Rate" – The Prime Rate published in the "Money Rates" table in The Wall Street Journal. If two or more Prime Rates are published in the "Money Rates" table for the same date, the highest of such rates shall be the Prime Rate. If the date upon which a change in the interest rate is to occur is a date upon which The Wall Street Journal is not published, or the Prime Rate is not available in the Money Rates table of The Wall Street Journal the Prime Rate shall be determined from the immediately preceding edition of The Wall Street Journal in which the Money Rates table and Prime Rate is available. If The Wall Street Journal ceases to be published or ceases to publish the Prime Rate in the Money Rates table, the Purchaser will choose a new index that is reasonably determined by Purchaser to be based upon comparable information.

1.38.“ Prime Rate Adjustment" – 0.0007% for every 0.25% change in the Prime Rate when compared to the existing Prime Rate.

1.39.“ Purchase Date” – The date on which Purchaser has advised Seller in writing that it has agreed to purchase an Account.

1.40. "Purchase Price" – The Face Amount of a Purchased Account on the Purchase Date.

1.41. "Purchased Account" – An Account purchased by Purchaser which is not Closed.

1.42.“ Purchased Eligible Account” – An Eligible Account purchased by Purchaser which is not Closed.

1.43.“ Renewal Term” – See Section 23.

1.44. "Required Reserve Amount" – The Reserve Percentage multiplied by the unpaid balance of all Purchased Accounts, plus all amounts due on Ineligible Accounts, plus all accrued fees and expenses.

1.45. "Reserve Account" – A bookkeeping account on the books of the Purchaser representing the portion of the Purchase Price which has not been paid by Purchaser to Seller, maintained by Purchaser to secure Seller's performance with the provisions hereof.

1.46.“ Reserve Percentage” – 100% minus the Advance Rate.

1.47. "Reserve Shortfall" – The amount by which the Reserve Account is less than the Required Reserve Amount.

1.48. "Term” – See Section 23.

1.49.“ Termination Date" – The earlier of (i) the date on which Purchaser terminates this Agreement pursuant to the terms hereof, or (ii) the end of the Term or the last Renewal Term which was not extended under Section 23.

2. Assignment and Sale. Seller hereby sells and shall continue to sell to Purchaser as absolute owner, and Purchaser hereby purchases and shall continue to purchase from Seller, without recourse (except as otherwise provided in this paragraph) Seller's Accounts as Purchaser determines in its sole discretion. Each Account shall be accompanied by such documentation supporting and evidencing the Account as Purchaser may request. Purchaser shall pay the Purchase Price of any Purchased Account, less (i) the Reserve Percentage multiplied by the Purchase Price and (ii) any amounts due to Purchaser from Seller, within two (2) Business Days of the Purchase Date. Seller represents that at the time they are presented to Purchaser, all Purchased Accounts are true, correct, and collectible and are sold to Purchaser free and clear of any claims, other than ordinary course de minimis claims. Purchaser may, but need not, purchase from Seller only such Accounts as Purchaser determines to be Eligible Accounts. With respect to Purchased Accounts, Purchaser agrees to assume the risk of any loss, to the extent such Purchased Account exceeds Seller’s Reserve Accounts, arising solely from the inability of any Account Debtor and/or Payor to pay any invoice relating to such Account at maturity or when such amount otherwise becomes due (“Credit Risk”), provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any dispute, deduction, setoff, defense, claim or counterclaim of any kind by such Account Debtor and/or Payor against Seller relating to such goods or services (a “Dispute”).

3. Reserve Account.

3.1.

Purchaser may pay any amounts due Seller hereunder by a credit to the Reserve Account.

3.2.

Seller shall pay to Purchaser on demand the amount of any Reserve Shortfall.

3.3.

So long as there is no existing Event of Default, Purchaser shall pay to Seller upon Seller's request, any amount by which the Reserve Account exceeds the Required Reserve Amount.

3.4.

Purchaser may charge the Reserve Account with any Obligation.

3.5.

Except as provided in Section 3.3, Purchaser may retain the Reserve Account until Complete Termination.

4. Notice of Assignment and Lock Box. Purchaser is hereby authorized to notify any Account Debtor obligated with respect to any Account that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser. All Invoices for Accounts sent by Seller to Account Debtors shall contain on the face of the Invoice the following statement: "This account is assigned and payable only to Alterna Capital Solutions LLC (“ACS”). All payments shall be sent to ACS at: P.O. Box 936601, Atlanta, GA 31193-6601."

5. Exposed Payments. Upon termination of this Agreement Seller shall pay to Purchaser (or Purchaser may retain), to hold in a non-segregated, non-interest-bearing account the amount of all Exposed Payments (the “Preference Reserve”). Purchaser may charge the preference reserve with the amount of any Exposed Payments that Purchaser pays to the bankruptcy estate of the Payor that made the Exposed Payment, because of a claim asserted under Section 547 of the Bankruptcy Code. Purchaser shall refund to Seller from time to time that balance of the preference reserve for which a claim under Section 547 of the Bankruptcy Code can no longer be asserted due to the passage of the statute of limitations, settlement with the bankruptcy estate of the Payor or otherwise.

6. Authorization for Purchases. Subject to the terms and conditions of this Agreement, Purchaser is authorized to purchase Accounts upon telephonic, facsimile, or other instructions received from anyone purporting to be an officer, employee, or representative of Seller.

7. Fees. Seller shall pay to Purchaser throughout the Term and any Renewal Term of this Agreement, all applicable fees, which may include but are not limited to: the Collateral Monitoring Fee, Facility Fee, the Funds Usage Daily Fee, the Misdirected Payment Fee, Missing Notation Fee, and Early Termination Fee on the date(s) that each fee is due and payable as set forth in Sections 1.12, 1.18, 1.23, 1.24, 1.32, and 1.33 herein, and shall be charged by the Purchaser to the Reserve Account. All computations of fees shall be made by Purchaser on the basis of a three hundred and sixty (360) day year, for the actual number of days elapsed. The actual number of days excludes the day on which the funds are advanced and includes the day on which the fee is paid. Each determination by Purchaser of a fee hereunder shall be conclusive and binding for all purposes except to the extent that Purchaser receives, within ninety (90) days after written notification to Seller of such fee, written notice from Seller of any specific exceptions by Seller to such fee, and then it shall be binding against Seller as to any items to which it has not objected.

8. Other Charges and Expenses. Seller shall reimburse Purchaser for all costs and expenses incurred in connection with this Agreement, including but not limited to the following: $20.00 per wire, the actual UCC filing fees and other search costs, the actual field examination fees directly incurred by Purchaser in the administration of this Agreement, and all reasonable attorney’s fees and costs actually incurred by Purchaser in connection with this Agreement (collectively, “Reimbursable Expenses.”). Reimbursable Expenses are due at the time of payment of the applicable fees or expenses by Purchaser and may be charged to the Reserve Account at Purchaser’s sole discretion.

9. Repurchase of Accounts. Seller shall within five (5) Business Days of demand by Purchaser repurchase any Purchased Account that Purchaser determines at any time is uncollectible for any reason or is otherwise no longer an Eligible Account; provided, however, that Purchaser hereby foregoes and waives in advance any right hereunder to require such repurchase by Seller where the sole reason the Account Debtor has failed to pay any amounts due in respect of such Purchased Account is due to such Account Debtor being Insolvent (such nonpayment, an “Insolvency Default”) or due to the Credit Risk of such Account Debtor and/or any other Payor, provided that such Account Debtor and/or Payor has received and accepted the related goods or services without any Dispute. For the avoidance of doubt, Purchaser hereby assumes and, upon Purchaser’s purchase of any Purchased Account, Purchaser shall, to the extent such Purchased Account exceeds Seller’s Reserve Accounts, bear the risk of any and all losses, costs, expenses or claims arising from any Insolvency Default by or Credit Risk of an Account Debtor that is not an Affiliate of Seller. In the event Seller is required to repurchase a Purchased Account hereunder, Seller shall pay to Purchaser on demand the then unpaid amount due on the Purchased Account, together with any accrued but unpaid fees relating to the Purchased Account. Purchaser shall retain its security interest in any Purchased Account repurchased by Seller. Notwithstanding anything to the contrary herein, upon the occurrence of any Dispute or any failure by any Account Debtor and/or Payor to make a payment in connection with any Purchased Account that is not directly related to Credit Risk, Seller shall repurchase such Purchased Account immediately upon Purchaser’s request for the full amount of the original Purchase Price, less any amounts already collected by Purchaser from the applicable Account Debtor and/or Payor(s). In furtherance of the foregoing, Seller hereby acknowledges and agrees that Purchaser may set off any amounts owing to Seller from Purchaser in connection with Seller’s repurchase obligations hereunder.

10. Security Interest. To secure payment and performance of all present and future Obligations of Seller to Purchaser, Seller grants to Purchaser a continuing first priority security interest in and to the Collateral. Seller shall execute and deliver to Purchaser such documents and instruments, including without limitation, UCC-1 financing statements, as Purchaser may request from time to time in order to evidence and perfect its security interest in the Collateral. Seller authorizes Purchaser to file a UCC-1 financing statement, including without limitation, original financing statements, amendments, and continuation statements, in all jurisdictions and offices Purchaser deems appropriate which names Seller as the debtor and describes the Collateral. Notwithstanding the creation of this security interest, it is the intent of the Parties that the relationship of the Parties in respect to all Purchased Accounts shall at all times be that of purchaser and seller, and not that of lender and borrower, Purchaser is and shall not be a fiduciary of the Seller, although Seller may be a fiduciary of the Purchaser.

11. Clearance Days. Clearance Days shall be added to the date on which Purchaser receives any payment before such payment is credited to reduce outstanding amounts due hereunder.

12. Authorization to Purchaser. Seller will attempt to work with the Purchaser to develop a reasonable plan to implement, at Seller's sole expense, the powers identified in this Section 12. Notwithstanding the foregoing, Purchaser shall have sole discretion to exercise at any time any of the following powers until all of the Obligations have been fully satisfied and discharged: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Purchaser or Seller, proceeds of any Collateral; (b) take or bring, in the name of Purchaser or Seller, all steps, actions, suits or proceedings deemed by Purchaser necessary or desirable to effect collection of or other realization upon all Collateral; (c) file any claim under (i) any bond or (ii) under any trust fund with respect to any of the foregoing issued for the benefit of Seller individually or as a member of a class or group; (d) with respect to any credit insurance policy in which Seller is an insured, in the name of Seller and/or Purchaser: (i) file a claim thereunder; and (ii) as required under the policy, assign to the insurer any rights that Seller and/or Purchaser may have in Seller’s Accounts; (e) pay any sums necessary to discharge any lien, claim, or encumbrance which is senior to Purchaser's security interest in any assets of Seller, which sums shall be included as Obligations of and in connection with such sums the Default Rate shall accrue and shall be immediately due and payable on the Balance Subject to Funds Usage Daily Rate; (f) file in the name of Seller or Purchaser or both (i) mechanics lien or related notices, or (ii) claims under any payment bond, in connection with goods or services sold by Seller in connection with the improvement of realty; (g) notify any Account Debtor and/or Payor obligated with respect to any Account, that the underlying Account has been assigned to Purchaser by Seller and that payment thereof is to be made to the order of and directly and solely to Purchaser; (h) communicate directly with Seller's Account Debtors and/or Payors to verify the amount and validity of any Account created by Seller; (i) endorse and deposit on behalf of Seller any checks tendered by an Account Debtor "in full payment" of its obligation to Seller (and Seller shall not assert against Purchaser any claim arising therefrom, irrespective of whether such action by Purchaser effects an accord and satisfaction of Seller's claims, under §3-311 of the Uniform Commercial Code, or otherwise); and (j) in Purchaser’s name or on behalf of Seller, with Seller to be bound thereby, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions (collectively, a “Settlement”), all Accounts and discharge or release any Account Debtor or other obligor (including filing of any public record releasing any lien granted to Seller by such Account Debtor), without affecting any of the Obligations. All settlements are presumed to be commercially reasonable, with the burden of proof on Seller with respect thereto.

13. Intentionally Removed

14.

Agreements by Seller.

14.1. After written notice by Purchaser to Seller, and automatically, without notice following an Event of Default, Seller shall not (a) grant any extension of time for payment of any of its Accounts,

(b) compromise or settle any of its Accounts for less than the full amount, (c) release in whole or in part any Payor, or (d) grant credits, discounts, allowances, deductions, or return authorizations for any Accounts.

14.2. Seller shall keep at its principal place of business for a period of five years all books of account and business records customary for the industry, which books and records are subject to inspection by Purchaser and its agents and representatives during normal business hours. Purchaser or its designee shall have access with prior notice, during reasonable business hours if prior to an Event of Default and immediately at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, and Seller shall permit Purchaser or its designee to make copies of such books and records as Purchaser may request.

14.3. Seller shall give Purchaser thirty (30) Business Days' prior written notice of any proposed change to its present name, the address of its headquarters or where its books and records are located, any proposed purchase of a majority interest in its equity ownership or proposed purchase of all or substantially all of its assets, any management, and any proposed change to its jurisdiction of organization or type of legal organization.

14.4. Seller shall pay when due all of its payroll and other taxes and shall provide proof of payment to Purchaser.

14.5. Seller shall not create, incur, or permit the existence of any lien upon any Collateral without prior consent of Purchaser, which consent will not be unreasonably withheld so long as the subordinate secured party and Purchaser enter into a consent agreement acceptable to Purchaser. As of the date of this Agreement, Purchaser consents to the existence of the UCC liens identified on Schedule A attached hereto, which are in existence as of the date of this Agreement, subject to the terms and conditions set forth in Schedule A.

14.6. Seller shall provide Purchaser, within two (2) Business Days of receipt by Seller, copies of any business or legal notices, summonses, complaints, or other proceedings received by Seller.

14.7. Seller shall pay to Purchaser on the next banking day following the date of receipt by Seller the amount of (a) any payment on account of a Purchased Account; and (b) after the occurrence of an Event of Default, any payment on account of any Account. Seller shall hold the funds described herein in trust for Purchaser.

14.8. Seller shall provide to Purchaser, within ten (10) days of the end of each calendar month the following information: (a) a detailed aging of accounts receivable as of the last day of each month, (b) a detailed aging of accounts payable as of the last day of each month, (c) a detailed bank statement as of the last day of each month, and (d) internally prepared financial statements including a profit and loss statement and balance sheet.

14.9. Seller shall provide to Purchaser, within ten (10) days of filing thereof, copies of the Seller’s quarterly Federal withholding (Form 941) filings together with copies of tax deposit receipts or other proof of deposits pertaining thereto.

14.10. Seller shall provide to Purchaser, annually within 90 days after the close of Seller’s fiscal year, financial statements, including a profit and loss statement and balance sheet.

14.11. In the event that Purchaser sends a notice of assignment to a Payor obligated with respect to any Account pursuant to Section 12(g), (a) Seller shall not direct such Payor to pay such Account to Seller or any other entity or individual, or undermine or interfere with such notice of assignment in any manner; and (b) Seller agrees that a violation of this Section 14.11 will put the value of the Collateral at risk and will cause irreparable harm to Purchaser and Purchaser shall be entitled to injunctive relief to prevent such violation without the necessity of proving that actual damages are not an adequate remedy. Purchaser will be entitled to any proceeds of Accounts received by Seller from such violation.

14.12. Seller shall not, directly or indirectly, convey, sell, lease, license, assign or otherwise transfer any of its assets to any Affiliate of Seller.

15. Account Statement. Purchaser may make available to Seller a statement setting forth the transactions arising hereunder. Each statement shall be considered correct and binding upon Seller as an account statement, except to the extent that Purchaser receives, within thirty (30) days after the availability of such statement, written notice from Seller of any specific exceptions by Seller to that statement, and then it shall be binding against Seller as to any items to which it has not objected.

16. Account Disputes. Seller shall notify Purchaser of all Disputes concerning any Purchased Account, and at Purchaser's request Seller shall settle all Disputes concerning any Purchased Account, at Seller's sole cost and expense. Seller shall not, without Purchaser's prior consent, compromise or adjust a Purchased Account or grant any additional discounts, allowances, or credits on a Purchased Account. Purchaser may attempt to settle, compromise, or litigate any Dispute upon such terms, as Purchaser deems advisable.

17. Overadvance. If at any time and for any reason the total aggregate amount of outstanding Balance Subject to Funds Usage Daily Rate exceeds the eligible Purchased Accounts (any such excess being an “Overadvance”), without limiting the Purchaser’s right to declare an Event of Default, Seller will upon demand by Purchaser immediately pay to Purchaser in cash the amount of any such Overadvance, unless the Overadvance is preapproved, at which point the terms of the Overadvance Rider to the Invoice Purchase and Sale Agreement shall control. Without affecting Seller’s obligation to immediately repay to Purchaser the amount of each Overadvance, Seller shall pay Purchaser a fee (the “Overadvance Fee”) in an amount of $500.00 per each occurrence of an Overadvance. Without limiting the foregoing, all Overadvances shall be deemed Obligations and shall be secured by the Collateral and guaranteed under all guaranties executed in connection with the Agreement.

18. Representation and Warranties. Seller represents and warrants that (a) Seller is fully authorized to enter into this Agreement; (b) this Agreement constitutes a legal and valid obligation that is binding upon Seller and that is enforceable against it, (c) Seller is solvent and in good standing in the state of its organization; (d) there are no pending actions, suits, or other legal proceedings of any kind (whether civil or criminal) now pending (or, to its knowledge, threatened) against Seller, the adverse result of which would in any material respect affect its property or financial condition, or threaten its continued operations; (e) Seller has not conducted business under or used any other name, whether legal or fictitious; (f) the Purchased Accounts are and will (i) remain bona fide existing Obligations created by the sale and delivery of goods or the rendition of services in the ordinary course of its business, (ii) are unconditionally owed and will be paid to Purchaser without any Dispute that is known to Seller at the time such Accounts are presented to Purchaser for purchase, other than ordinary course de minimis claims, (iii) not sales to any Affiliates of Seller, and (iv) “arm’s length” transactions; (g) Seller has not received notice of actual or imminent bankruptcy, insolvency, or material impairment of the financial condition of any applicable Account Debtor regarding Purchased Accounts at the time such Accounts are presented to Purchaser for purchase; (h) None of the Seller, any of its subsidiaries, any director or officer, or any employee, agent, or Affiliate, of the Seller or any of its subsidiaries is a person that is, or is owned or controlled by persons that are, (i) the subject of any sanctions administered or enforced by the US Department of the Treasury’s Office of Foreign Assets Control, the US Department of State, the United Nations Security Council, the European Union, His Majesty’s Treasury, the Hong Kong Monetary Authority or other relevant sanctions authority (collectively, "Sanctions"), or (ii) located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions, including, without limitation, currently, Cuba, the Crimea region of Ukraine, Iran, North Korea, Sudan and Syria (i) None of the Seller or any of its subsidiaries, nor to the knowledge of the Seller, any director, officer, agent, employee, Affiliate or other person acting on behalf of the Seller or any of its subsidiaries is aware of or has taken any action, directly or indirectly, that would result in a violation by such persons of any applicable anti-bribery law, including but not limited to, the United Kingdom Bribery Act 2010 (the "UK Bribery Act") and the U.S. Foreign Corrupt Practices Act of 1977 (the "FCPA"). Furthermore, the Seller and, to the knowledge of the Seller, its Affiliates have conducted their businesses in compliance with the UK Bribery Act, the FCPA and similar laws, rules or regulations and have instituted and maintain policies and procedures designed to ensure, and which are reasonably expected to continue to ensure, continued compliance therewith.

19. Indemnification. Seller agrees to indemnify Purchaser and hold it harmless against any and all manner of suits, claims, liabilities, demands, damages, expenses, attorneys’ fees, and collection costs resulting from or arising out of this Agreement, whether directly or indirectly (“Indemnified Loss”) and shall pay to Purchaser on demand the amount of such Indemnified Loss. Without limiting the generality of the foregoing, the Seller’s indemnification shall include but not be limited to, any loss arising out of the Purchaser’s exercise of its rights pursuant to Section 12 herein and any assertion of any Avoidance Claim. With respect to an Avoidance Claim, Seller shall notify Purchaser within two (2) Business Days of Seller's becoming aware of the assertion of an Avoidance Claim. This provision shall survive termination of this Agreement.

20. Disclaimer of Liability. Purchaser will not be liable to Seller for any lost profits, lost savings or other consequential, incidental, punitive, or special damages resulting from or arising out of or in connection with this Agreement.

21.

Default and Events of Default. The following events will constitute an Event of Default hereunder:

(a) Seller defaults in the payment of any Obligations and does not cure the default within three (3) Business Days of the default; (b) Seller fails to perform any covenant or agreement, provision or other undertaking under this Agreement and does not cure the default within fourteen (14) Business Days of the default; (c) any representation or warranty of the Seller contained in this Agreement proves to be false in any way; (d) Seller or any guarantor of the Obligations becomes subject to any debtor-relief proceedings; (e) any guarantor fails to perform or observe any of the guarantor's Obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any guaranty, or any guaranty shall cease to be in full force and effect for any reason whatever; (f) any lien, garnishment, attachment or the like not listed on Schedule A, the list of permitted liens, shall be issued against or shall attach to the Purchased Accounts, the Collateral or any portion thereof and the same is not released within ten (10) days; (g) Seller or any guarantor of the Obligations convey, sell, lease, license, assign or otherwise transfer any of its assets to any Affiliate of Seller or any such guarantor; and (h)Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of any Obligations.

SELLER WAIVES ANY REQUIREMENT THAT PURCHASER INFORM SELLER BY AFFIRMATIVE ACT OR OTHERWISE OF ANY ACCELERATION OF SELLER'S OBLIGATIONS. PURCHASER'S FAILURE TO CHARGE OR ACCRUE FEES AT ANY "DEFAULT" OR "PAST DUE" RATE SHALL NOT BE DEEMED A WAIVER BY PURCHASER OF ITS CLAIM FOR SUCH FEES.

Upon the occurrence of any Event of Default, in addition to any rights Purchaser has under this Agreement or applicable law, Purchaser may immediately terminate this Agreement, at which time all Obligations shall immediately become due and payable without notice.

21.1

At option of Purchaser, (i) from and after the occurrence of an Event of Default, and without constituting a waiver of any such Event of Default, and/or (ii) if the Obligations are not paid in full by the Termination Date, the Obligations shall bear interest at the Default Rate.

22. Amendment and Waiver. This Agreement may only be modified in writing signed by all Parties. No failure or delay in exercising any right shall impair any right that Purchaser has, nor shall any waiver by Purchaser be deemed a waiver of any default or breach occurring subsequently. Purchaser's rights and remedies are cumulative and not exclusive of each other or of any rights or remedies that Purchaser would otherwise have.

23. Term and Termination Date. This Agreement shall be effective when executed by all of the Parties, shall continue in full force and effect for 12 months thereafter (the "Term"), and shall be further extended automatically annually (the "Renewal Term"), unless Seller provides written notice of its intention to terminate at least thirty (30) days prior the end of the respective Term or Renewal Term. Notwithstanding the preceding sentence, such termination shall not occur, and the Agreement shall continue as if no notice was given unless, on the Termination Date, Seller has fully repaid Purchaser all Obligations.

23.1. If Seller provides notice of its intent to terminate under Section 23 herein, then in addition to any other fees or amounts due under this Agreement, Seller agrees that it will pay Purchaser an Early Termination Fee equal to 2.0% of the Maximum Amount if this Agreement is terminated during the initial Term and subject to a reduced Early Termination Fee equal to 1.0% of the Maximum Amount if this Agreement is terminated after the initial Term (“Early Termination Fee”). If Seller provides written notice of its intention to terminate at least thirty (30) days prior to the end of the respective Term, the Early Termination Fee will be waived. The Early Termination Fee will also be waived at any time should the Seller obtain traditional financing with a FDIC bank.

23.2. Purchaser may terminate this Agreement at any time by giving Seller thirty (30) days' prior written notice of termination, whereupon this Agreement shall terminate on the earlier date of thirty (30) days thereafter or the end of the then current Term or Renewal Term, upon which Termination Date Seller shall fully repay to Purchaser all Obligations.

24. No Lien Termination without Release. In recognition of the Purchaser's right to have its attorneys' fees and other expenses incurred in connection with this Agreement secured by the Collateral, notwithstanding payment in full of all Obligations by Seller, Purchaser shall not be required to record any terminations or satisfactions of any of Purchaser's liens on the Collateral unless and until Complete Termination has occurred. Seller understands that this provision constitutes a waiver of its rights under §9-513 of the UCC.

25. Conflict. Unless otherwise expressly stated in any other agreement between Purchaser and Seller, if a conflict exists between the provisions of this Agreement and the provisions of such other agreement, the provisions of this Agreement shall control.

26. Severability. In the event any one or more of the provisions contained in this Agreement is held to be invalid, illegal, or unenforceable in any respect, then such provision shall be ineffective only to the extent of such prohibition or invalidity, and the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

27. Expenses. In addition to those expenses set forth in Section 8 herein, Seller agrees to reimburse Purchaser the actual amount of all costs and expenses, including reasonable attorneys' fees and expenses, which Purchaser may incur (a) protecting, preserving or enforcing any lien, security or other right granted by Seller to Purchaser or arising under applicable law, whether or not suit is brought, including but not limited to the defense of any Avoidance Claims or the defense of Purchaser's lien priority; (b) for reasonable travel and attorneys' fees and expenses incurred in complying with any subpoena or other legal process in any way relating to Seller; and (c) for the actual amount of all costs and expenses, including reasonable attorneys' fees, which Purchaser may incur in enforcing this Agreement, or in connection with any federal or state insolvency proceeding commenced by or against Seller or any Payor, including those (i) arising out of an automatic stay, (ii) seeking dismissal or conversion of a bankruptcy proceeding or (iii) opposing confirmation of Seller's plan thereunder. All expenses will be subtracted from the Reserve Account and are payable by Seller upon demand by Purchaser. This provision shall survive termination of this Agreement.

28. Entire Agreement. This Agreement supersedes all prior or contemporaneous agreements and understandings between the Parties, verbal or written, express or implied, relating to the subject matter hereof. No promises outside of those contained within this Agreement of any kind have been made by Purchaser or any third party to induce Seller to execute this Agreement. No course of dealing, course of performance, or trade usage, and no parol evidence of any nature, shall be used to supplement or modify any terms of this Agreement.

29. Choice of Law. This Agreement shall be governed by, construed under, and enforced in accordance with the internal laws of the Chosen State.

30. Jury Trial Waiver. IN RECOGNITION OF THE HIGHER COSTS AND DELAY WHICH MAY RESULT FROM A JURY TRIAL, THE PARTIES HERETO WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION, OR CAUSE OF ACTION (a) ARISING HEREUNDER, OR (b) IN ANY WAY CONNECTED

WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT HERETO, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

31. Venue; Jurisdiction. The Parties agree that any suit, action, or proceeding arising out of the subject matter or the interpretation, performance, or breach of this Agreement, shall, if Purchaser so elects, be instituted in the Courts of Orange County, Florida (each an "Acceptable Forum"). Each Party agrees that the Acceptable Forums are convenient to it, and each Party irrevocably submits to the jurisdiction of the Acceptable Forums, irrevocably agrees to be bound by any judgment rendered in connection with this Agreement and waives any and all objections to jurisdiction or venue that it may have under the laws of the Acceptable Forums or otherwise in those courts in any such suit, action, or proceeding. Should such proceeding be initiated in any other forum, Seller waives any right to oppose any motion or application made by Purchaser as a consequence of such proceeding having been commenced in a forum other than an Acceptable Forum.

32. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or other electronic means shall be effective as delivery of a manually executed counterpart of this Agreement, and any Party delivering such an executed counterpart of the signature page to this Agreement by such means to any other Party shall thereafter also promptly deliver a manually executed counterpart of this Agreement to such other Party, provided that the failure to deliver such manually executed counterpart shall not affect the validity, enforceability, or binding effect of this Agreement.

33. Notice. All notices required to be given to any Party shall be deemed given upon the first to occur of (i) transmittal sent by commercial overnight carrier, (ii) transmittal by electronic means to a receiver under the control of such Party; or (iii) actual receipt by such Party or an employee or agent of such Party. Notices shall be sent to the following addresses, or to such other addresses as each such Party may in writing hereafter indicate:

PURCHASER: Alterna Capital Solutions LLC

2420 Lakemont Ave, Suite 350

Orlando, FL 32814

Jeremy Bilsky, General Manager

j.bilsky@advancepartners.com

SELLER: Laird Superfood, Inc.

5303 Spine Rd, Suite 204

Boulder, CO 80301

Steve Richie, General Counsel

srichie@lairdsuperfood.com

34. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns.

35. Assignment. Purchaser may assign its rights and delegate its duties hereunder. Upon such assignment, Seller shall be deemed to have attorned to the assignee, shall owe the same Obligations to such assignee and shall accept performance hereunder from the assignee as if such assignee were Purchaser.

36. Confidentiality and Nondisclosure. The Parties agree that the terms of this Agreement, all business methods and trade secrets, and any and all other records and information clearly and specifically identified by the applicable Party as confidential will be held in strict confidence and treated as the confidential property of the other Party. A Party will not, except in the due performance of its duties or the enforcement of its rights under this Agreement, disclose any of the foregoing to any person, unless specifically authorized to do so in writing by the other Party or unless required by law. The provisions of this Section shall survive the termination of this Agreement.

37. Time of the Essence. It is agreed that time is of the essence in all matters herein.

38. Service of Process. Seller agrees that Purchaser may affect service of process upon Seller by regular mail at the address set forth herein or at such other address as may be reflected in the records of Purchaser, or at the option of Purchaser by service upon Seller’s agent for the service of process.

39. Headings. The title of this Agreement and the subject headings of the sections and subsections of this Agreement are included for the purposes of convenience and shall not affect the construction of interpretation of any of its provisions.

40. Construction. This Agreement and all agreements relating to the subject matter hereof are the product of negotiation and preparation by and among each party and its respective attorneys and shall be construed accordingly.

IN WITNESS WHEREOF the Parties hereto have affixed their hands and seals on the day and year first above written.

SELLER: Laird Superfood, Inc.

By: ____________________________

Name: Steve Richie

Title: General Counsel

PURCHASER: Alterna Capital Solutions LLC

By: _____________________________ Name: Jeremy L. Bilsky

Title: General Manager

SCHEDULE A

PERMITTED LIENS

Purchaser consents to the existence of the following UCC liens, which are in existence as of the date of this Agreement:

DATE	FILING #	STATE	SECURED PARTY
12.10.21	2021 0077619	DE	HYG Financial Services, Inc.

No other liens on the Collateral are permitted without prior consent of Purchaser.

Exhibit 31.1

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Jason Vieth, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Laird Superfood, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2024	By:	/s/ Jason Vieth
		Jason Vieth

		President and Chief Executive Officer and Director (principal executive officer)

Exhibit 31.2

CERTIFICATION PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a) AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Anya Hamill, certify that:

1.	I have reviewed this Quarterly Report on Form 10-Q of Laird Superfood, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 8, 2024	By:	/s/ Anya Hamill
		Anya Hamill

		Chief Financial Officer (principal financial and accounting officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Laird Superfood, Inc. (the “Company”) for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify in my capacity of Chief Executive Officer, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Report.

Date: May 8, 2024	By:	/s/ Jason Vieth
		Jason Vieth

		Chief Executive Officer (principal executive officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Laird Superfood, Inc. (the “Company”) for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify in my capacity as Chief Financial Officer, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

Date: May 8, 2024	By:	/s/ Anya Hamill
		Anya Hamill

		Chief Financial Officer (principal financial and accounting officer)

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2024	May 06, 2024
Document Information [Line Items]
Entity Central Index Key	0001650696
Entity Registrant Name	Laird Superfood, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39537
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	81-1589788
Entity Address, Address Line One	5303 Spine Road, Suite 204
Entity Address, City or Town	Boulder
Entity Address, State or Province	CO
Entity Address, Postal Zip Code	80301
City Area Code	541
Local Phone Number	588-3600
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	LSF
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		9,611,544

Consolidated Condensed Balance Sheets (Current Period Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Assets
Cash, cash equivalents, and restricted cash	$ 7,289,286	$ 7,706,806
Accounts receivable, net	2,064,745	1,022,372
Inventory, net	5,633,124	6,322,559
Prepaid expenses and other current assets	1,067,675	1,285,564
Total current assets	16,054,830	16,337,301
Noncurrent assets
Property and equipment, net	102,881	122,595
Intangible assets, net	1,033,510	1,085,231
Related party license agreements	132,100	132,100
Right-of-use assets	323,007	354,732
Total noncurrent assets	1,591,498	1,694,658
Total assets	17,646,328	18,031,959
Liabilities and Stockholders’ Equity
Accounts payable	1,718,574	1,647,673
Accrued expenses	2,862,394	2,586,343
Related party liabilities	28,167	2,688
Lease liabilities, current portion	148,598	138,800
Total current liabilities	4,757,733	4,375,504
Lease liabilities	208,142	243,836
Total liabilities	4,965,875	4,619,340
Stockholders’ equity
Common stock, $0.001 par value, 100,000,000 shares authorized as of March 31, 2024 and December 31, 2023; 9,885,429 and 9,519,725 issued and outstanding at March 31, 2024, respectively; and 9,749,326 and 9,383,622 issued and outstanding at December 31, 2023, respectively.	9,520	9,384
Additional paid-in capital	119,985,604	119,701,384
Accumulated deficit	(107,314,671)	(106,298,149)
Total stockholders’ equity	12,680,453	13,412,619
Total liabilities and stockholders’ equity	$ 17,646,328	$ 18,031,959

Consolidated Condensed Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	9,885,429	9,749,326
Common stock, shares outstanding (in shares)	9,519,725	9,383,622

Consolidated Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Sales, net	$ 9,908,938	$ 8,112,938
Cost of goods sold	(5,944,837)	(6,239,062)
Gross profit	3,964,101	1,873,876
General and administrative
Salaries, wages, and benefits	922,407	1,315,449
Other general and administrative	1,235,341	1,766,861
Total general and administrative expenses	2,157,748	3,082,310
Sales and marketing
Marketing and advertising	2,053,258	2,203,035
Selling expenses	779,156	853,204
Related party marketing agreements	62,501	37,809
Total sales and marketing expenses	2,894,915	3,094,048
Total operating expenses	5,052,663	6,176,358
Operating loss	(1,088,562)	(4,302,482)
Other income	110,997	170,994
Loss before income taxes	(977,565)	(4,131,488)
Income tax expense	(38,957)	(12,422)
Net loss	$ (1,016,522)	$ (4,143,910)
Net loss per share:
Net loss per share, basic and diluted (in dollars per share)	$ (0.11)	$ (0.45)
Weighted average shares outstanding - basic and diluted (in shares)	9,401,605	9,213,723

Consolidated Condensed Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock Outstanding [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balances (in shares) at Dec. 31, 2022	9,210,414
Balances at Dec. 31, 2022	$ 9,210	$ 118,636,834	$ (96,135,032)	$ 22,511,012
Stock-based compensation	$ 0	147,635		147,635
Common stock issuances, net of taxes (in shares)	9,086
Common stock issuances, net of taxes	$ 10	(4,420)	0	$ (4,410)
Stock options exercised (in shares)				(0)
Net loss	$ 0	0	(4,143,910)	$ (4,143,910)
Balances (in shares) at Mar. 31, 2023	9,219,500
Balances at Mar. 31, 2023	$ 9,220	118,780,049	(100,278,942)	18,510,327
Balances (in shares) at Dec. 31, 2023	9,383,622
Balances at Dec. 31, 2023	$ 9,384	119,701,384	(106,298,149)	13,412,619
Stock-based compensation	$ 0	279,565	0	279,565
Common stock issuances, net of taxes (in shares)	131,103
Common stock issuances, net of taxes	$ 131	(5,340)	0	$ (5,209)
Stock options exercised (in shares)	5,000			5,000
Stock options exercised	$ 5	9,995	0	$ 10,000
Net loss	$ 0		(1,016,522)	(1,016,522)
Balances (in shares) at Mar. 31, 2024	9,519,725
Balances at Mar. 31, 2024	$ 9,520	$ 119,985,604	$ (107,314,671)	$ 12,680,453

Consolidated Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities
Net loss	$ (1,016,522)	$ (4,143,910)
Adjustments to reconcile net loss to net cash from operating activities
Depreciation and amortization	71,435	87,953
Stock-based compensation	279,565	147,635
Provision for inventory obsolescence	43,204	234,394
Allowance for credit losses	26,865	23,668
Noncash lease costs	38,083	38,546
Other operating activities, net	0	(32,007)
Changes in operating assets and liabilities
Accounts receivable	(1,069,238)	(1,438,063)
Inventory	646,231	72,007
Prepaid expenses and other current assets	217,889	402,299
Operating lease liability	(32,254)	(31,315)
Accounts payable	84,880	1,312,821
Accrued expenses	287,551	(2,728,290)
Net cash from operating activities	(422,311)	(6,054,262)
Cash flows from investing activities	0	135,737
Cash flows from financing activities	4,791	(4,410)
Net change in cash and cash equivalents	(417,520)	(5,922,935)
Cash, cash equivalents, and restricted cash, beginning of period	7,706,806	17,809,802
Cash, cash equivalents, and restricted cash, end of period	7,289,286	11,886,867
Supplemental disclosures of cash flow information
Right-of-use assets obtained in exchange for operating lease liabilities	0	344,382
Supplemental disclosures of non-cash investing activities
Receivable from sale of assets held-for-sale included in other current assets at the end of the period	$ 0	$ 581,835

Note 1 - Summary of Significant Accounting Policies and Estimates

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block]

1. Summary of Significant Accounting Policies and Estimates

Financial Statement Preparation

Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2024.

Recently Issued Accounting Pronouncements

Subsequent Events

Note 2 - Cash, Cash Equivalents, and Restricted Cash

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Cash and Cash Equivalents Disclosure [Text Block]

2. Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the balance sheets as of:

	*March 31,*		*December 31,*
	*2024*		*2023*
Cash and cash equivalents	$	7,099,755	$	7,566,299
Restricted cash		189,531		140,507
Total cash, cash equivalents, and restricted cash	$	7,289,286	$	7,706,806

Amounts in restricted cash represent those that are required to be set aside by the following contractual agreements:

●

Note 3 - Inventory

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Inventory Disclosure [Text Block]

3. Inventory

	March 31,		December 31,
	2024		2023
Raw materials and packaging	$	2,470,319	$	2,180,294
Finished goods		3,162,805		4,142,265
Total inventory, net	$	5,633,124	$	6,322,559

Note 4 - Prepaid Expense and Other Current Assets

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Prepaid Expenses and Other Current Assets [Text Block]

4. Prepaid Expenses and Other Current Assets

The following table presents the components of prepaid expenses and other current assets, as of:

	*March 31,*		*December 31,*
	*2024*		*2023*
Prepaid insurance	$	237,508	$	371,802
Prepaid inventory		310,265		449,242
Prepaid subscriptions and license fees		287,219		139,590
Deposits		166,647		238,719
Other current assets		66,036		86,211
Prepaid expenses and other current assets	$	1,067,675	$	1,285,564

Note 5 - Revolving Lines of Credit

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

5. Revolving Lines of Credit

Note 6 - Property and Equipment

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

6. Property and Equipment

Property and Equipment

Property and equipment, net is comprised of the following as of:

	*March 31, 2024*							*December 31, 2023*
	*Gross Carrying Amount*		*Accumulated Depreciation*			*Net Carrying Amount*		*Gross Carrying Amount*		*Accumulated Depreciation*			*Net Carrying Amount*
Furniture and office equipment	$	184,242	$	(102,447	)	$	81,795	$	184,241	$	(85,093	)	$	99,148
Leasehold improvements		46,276		(25,190	)		21,086		46,276		(22,829	)		23,447
	$	230,518	$	(127,637	)	$	102,881	$	230,517	$	(107,922	)	$	122,595

Depreciation expense was $19,714 for the three months ended March 31, 2024. Depreciation expense was $36,231 for the three months ended March 31, 2023.

Assets Classified as Held-for-Sale

Note 7 - Intangible Assets

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Intangible Assets Disclosure [Text Block]

7. Intangible Assets

Intangible assets are comprised of the following:

	*March 31, 2024*							*December 31, 2023*
	*Gross Carrying Amount*		*Accumulated Amortization*			*Net Carrying Amount*		*Gross Carrying Amount*		*Accumulated Amortization*			*Net Carrying Amount*
Trade names (10 years)	$	890,827	$	(133,624	)	$	757,203	$	890,827	$	(106,899	)	$	783,928
Recipes (10 years)		330,000		(96,250	)		233,750		330,000		(88,000	)		242,000
Social media agreements (3 years)		80,000		(77,778	)		2,222		80,000		(71,111	)		8,889
Software (3 years)		131,708		(91,373	)		40,335		131,708		(81,294	)		50,414
Definite-lived intangible assets		1,432,535		(399,025	)		1,033,510		1,432,535		(347,304	)		1,085,231
Licensing agreements (indefinite)		132,100		—			132,100		132,100		—			132,100
Total intangible assets	$	1,564,635	$	(399,025	)	$	1,165,610	$	1,564,635	$	(347,304	)	$	1,217,331

The weighted-average useful life of all the Company’s intangible assets is 6.8 years.

For the three months ended March 31, 2024 and 2023 amortization expense was $51,721 and $51,722, respectively.

Definite-lived intangible assets

Based on the analysis of the qualitative factors above, management determined that there were no triggering events or impairment charges in the three months ended March 31, 2024.

2024 (excluding the three months ended March 31, 2024)	$	137,386
2025		149,994
2026		139,899
2027		139,899
2028		139,899
Thereafter		326,433
	$	1,033,510

Indefinite-lived intangible assets

Note 8 - Leases

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Leases [Text Block]

8. Leases

Lessee

The components of lease expense were as follows:

	*Three Months Ended*		*Three Months Ended*
	*March 31, 2024*		*March 31, 2023*
Operating leases
Operating lease cost	$	38,085	$	38,547
Variable lease cost		5,565		12,915
Operating lease expense		43,650		51,462
Short-term lease rent expense		64,229		115,763
Total rent expense	$	107,879	$	167,225

	Three Months Ended		Three Months Ended
	March 31, 2024		March 31, 2023
Operating cash flows - operating leases	$	32,254	$	31,315
Right-of-use assets obtained in exchange for operating lease liabilities	$	-	$	344,382

	March 31, 2024			March 31, 2023
Weighted-average remaining lease term – operating leases (in years)		2.9			3.9
Weighted-average discount rate – operating leases		6.81	%		6.51	%

As of March 31, 2024, future minimum payments during the next five years and thereafter are as follows:

2024 (excluding the three months ended March 31, 2024)	$	106,545
2025		126,714
2026		109,145
2027		56,210
Total		398,614
Less imputed interest		(41,874	)
Operating lease liabilities	$	356,740

Lessor

The components of rental income were as follows:

	*Three Months Ended*		*Three Months Ended*
	*March 31, 2024*		*March 31, 2023*
Operating leases
Operating lease income	$	14,055	$	14,055
Variable lease income		5,317		5,318
Total rental income	$	19,372	$	19,373

As of March 31, 2024, future minimum payments to be received during the next five years and thereafter, as applicable, are as follows:

2024 (excluding the three months ended March 31, 2024)	$	46,532
2025		20,748
Total	$	67,280

Note 9 - Income Taxes

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

9. Income Taxes

	*Three Months Ended*
	*March 31, 2024*			*March 31, 2023*

Income tax benefit at statutory rates	$	205,289		$	873,910
Valuation allowance for deferred tax assets		(178,672	)		(856,116	)
Stock-based compensation		(42,697	)		(6,328	)
Other expense, net		(22,877	)		(23,888	)
Reported income tax expense	$	(38,957	)	$	(12,422	)
Effective tax rate:		4.0	%		0.3	%

The Company’s deferred tax assets consisted of the following as of:

	*March 31, 2024*			*December 31, 2023*
Deferred tax assets:
Net operating loss carryforwards	$	20,346,129		$	20,088,873
Intangible assets		2,217,760			2,258,079
Property and equipment		1,083,199			1,104,854
Research and development credits		251,540			235,514
Research and development		244,698			268,414
Inventory		202,206			246,182
Accrued expenses		477,870			496,695
Right of use asset		8,904			7,366
Bad debt allowance		116,570			64,250
Charitable contributions		34,172			40,773
Unexercised options		932,412			890,128
Total deferred tax assets		25,915,460			25,701,128
Valuation allowance		(25,915,460	)		(25,701,128	)
Total net deferred tax assets	$	—		$	—

Note 10 - Stock Incentive Plan

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

10. Stock Incentive Plan

Stock Options

The following tables summarize the Company’s stock option activity during the three months ended March 31, 2024 and 2023:

				*Weighted*		*Weighted*
				*Average*		*Average*
	*Options*			*Exercise Price*		*Contractual*		*Aggregate*
	*Activity*			*(per share)*		*Term (years)*		*Intrinsic Value*
Balance at January 1, 2024		1,234,778		$	4.52		7.91	$	30,000
Granted		799,188		$	0.73		—		—
Exercised/released		(5,000	)	$	2.00		—		—
Cancelled/forfeited		(1,000	)	$	12.32		—		—
Balance at March 31, 2024		2,027,966		$	3.03		8.56	$	2,657,292
Exercisable at March 31, 2024		681,464		$	5.03		7.09	$	559,810

				*Weighted*		*Weighted*
				*Average*		*Average*
	*Options*			*Exercise Price*		*Contractual*		*Aggregate*
	*Activity*			*(per share)*		*Term (years)*		*Intrinsic Value*
Balance at January 1, 2023		921,657		$	6.86		8.00	$	—
Granted		—		$	—		—	$	—
Exercised/released		—		$	—		—	$	—
Cancelled/forfeited		(24,164	)	$	9.99		—	$	—
Balance at March 31, 2023		897,493		$	6.78		7.74	$	—
Exercisable at March 31, 2023		318,041		$	8.72		5.43	$	—

Restricted Stock Units

The following tables summarize the Company’s RSU activity during the three months ended March 31, 2024 and 2023:

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of RSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2024		771,885		$	1.76		1.98	$	1,361,696
Granted		—		$	—		—	$	—
Exercised/released		(33,779	)	$	3.29		—	$	—
Cancelled/forfeited		—		$	—		—	$	—
Balance at March 31, 2024		738,106		$	1.69		1.81	$	1,250,652

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of RSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2023		504,420		$	4.22		2.94	$	2,127,734
Granted		—		$	—		—	$	—
Exercised/released		(13,146	)	$	11.30		—	$	—
Cancelled/forfeited		(16,279	)	$	5.98		—	$	—
Balance at March 31, 2023		474,995		$	3.96		2.67	$	1,881,278

The Company estimates the fair value of each RSU using the fair value of the Company’s common stock on the date of grant.

Market-Based Stock Units ("MSUs")

The following tables summarize the Company’s MSU activity during the three months ended March 31, 2024 and 2023:

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of MSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2024		621,314		$	1.57		0.62	$	977,558
Granted		—		$	—		—	$	—
Exercised/released		(100,000	)	$	0.25		—	$	—
Cancelled/forfeited		(21,314	)	$	43.53		—	$	—
Balance at March 31, 2024		500,000		$	0.05		0.37	$	24,460

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of MSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2023		31,083		$	43.53		0.60	$	1,353,043
Granted		—		$	—		—	$	—
Exercised/released		—		$	—		—	$	—
Cancelled/forfeited		(9,769	)	$	43.53		—	$	—
Balance at March 31, 2023		21,314		$	43.53		0.42	$	927,798

Stock-Based Compensation

	*Three Months Ended*		*Unrecognized Compensation Cost Related to Non-Vested Awards as of*		*Weighted-Average Remaining Vesting Period as of*
	*March 31, 2024*		*March 31, 2024*		*March 31, 2024 (years)*
Stock options	$	81,506	$	939,421		3.19
RSUs		178,794		921,177		2.04
MSUs		19,265		9,063		0.37
Total stock-based compensation	$	279,565	$	1,869,661		2.61

Cost of goods sold	$	682	$	12,615		4.20
General and administrative		231,101		1,627,026		2.44
Sales and marketing		47,782		230,020		3.73
Total stock-based compensation	$	279,565	$	1,869,661		2.61

	*Three Months Ended*			*Unrecognized Compensation Cost Related to Non-Vested Awards as of*		*Weighted-Average Remaining Vesting Period as of*
	*March 31, 2023*			*December 31, 2023*		*December 31, 2023 (years)*
Stock options	$	61,488		$	654,313		2.36
RSUs		158,715			1,099,972		2.17
MSUs		(72,568	)		34,281		0.57
Total stock-based compensation	$	147,635		$	1,788,566		2.21

Cost of goods sold	$	(896	)	$	2,976		1.62
General and administrative		135,242			1,666,980		2.29
Sales and marketing		13,289			118,610		0.99
Total stock-based compensation	$	147,635		$	1,788,566		2.21

Note 11 - Earnings Per Share

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Earnings Per Share [Text Block]

11. Earnings per Share

	*Three Months Ended March 31,*
	*2024*			*2023*
Net loss	$	(1,016,522	)	$	(4,143,910	)
Weighted average shares outstanding - basic and diluted		9,401,605			9,213,723
Basic and diluted:
Net loss per share, basic and diluted	$	(0.11	)	$	(0.45	)
Common stock options, restricted stock awards, and market-based stock awards excluded due to anti-dilutive effect		3,266,072			1,393,802

Note 12 - Concentrations

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Concentration Risk Disclosure [Text Block]

12. Concentrations

The following table details the concentration of vendor accounts payable balances in excess of 10% of total accounts payable at each period:

	*March 31,*	*December 31,*
	*2024*	*2023*
Vendor A	10%	*
Vendor B	*	14%
Vendor C	*	10%
Vendor D	*	23%
Total	10%	47%

* 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:

	*March 31,*	*December 31,*
	*2024*	*2023*
Customer A	18%	45%
Customer B	24%	21%
Customer C	28%	*
Total	70%	67%

* Less than 10%.

	As of and for the Three Months Ended
	March 31, 2024		March 31, 2023
	Net Sales	Accounts Receivable	Net Sales	Accounts Receivable
Customer A	11%	461,132	16%	1,612,941
Customer B	19%	623,431	13%	675,743
Customer C	12%	710,504	12%	484,800
Total	42%	1,795,067	41%	2,773,484

	*For the Three Months Ended March 31,*
	*2024*	*2023*
Supplier A	17%	*
Supplier B	11%	*
Supplier C	11%	15%
Supplier D	10%	*
Supplier E	10%	*
Supplier F	*	26%
Total	59%	41%

* Less than 10%.

	*For the Three Months Ended March 31,*
	*2024*	*2023*
Sri Lanka	17%	*
Vietnam	*	14%
China	*	10%
Indonesia	*	12%
Total	17%	36%

* Less than 10%.

Note 13 - Related Party

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

13. Related Parties

License Agreements

Marketing Agreements

Note 14 - Revenue Recognition

3 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

14. Revenue Recognition

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 March 31,*
	*2024*						*2023*
	$			*% of Total*			$			*% of Total*
Coffee creamers	$	5,570,321			56	%	$	5,132,143			63	%
Coffee, tea, and hot chocolate products		2,175,265			22	%		1,955,140			24	%
Hydration and beverage enhancing supplements		2,025,272			20	%		670,851			8	%
Harvest snacks and other food items		1,304,060			13	%		1,752,397			22	%
Other		122,012			1	%		29,729			—	%
Gross sales		11,196,930			112	%		9,540,260			117	%
Shipping income		111,428			1	%		303,226			4	%
Returns and discounts		(1,399,420	)		(13	)%		(1,730,548	)		(21	)%
Sales, net	$	9,908,938			100	%	$	8,112,938			100	%

The Company generates revenue through two channels: e-commerce and wholesale:

	*Three Months Ended March 31,*
	*2024*					*2023*
	$		*% of Total*			$		*% of Total*
E-commerce	$	5,868,337		59	%	$	4,427,681		55	%
Wholesale		4,040,601		41	%		3,685,257		45	%
Sales, net	$	9,908,938		100	%	$	8,112,938		100	%

	*January 1,*			*December 31,*			*March 31,*
	*2023*			*2023*			*2024*
Accounts receivable, net	$	1,494,469		$	1,022,372		$	2,064,745
Contract assets	$	57,249		$	—		$	—
Contract liabilities	$	(729,667	)	$	(427,974	)	$	(512,635	)

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	Item 5. Other Information During the three months ended March 31, 2024, none of the Company's directors or executive officers adopted 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. *Entry into an Accounts Receivable Factoring Agreement* On May 7, 2024, the Company entered into an accounts receivable factoring agreement (the “Factoring Agreement”) with Alterna Capital Solutions LLC (the “Purchaser”). Pursuant to the Factoring Agreement, the Company has agreed to sell certain trade accounts receivable (the “Purchased Accounts”) to the Purchaser from time to time. The Factoring Agreement provides for the Company to have access to up to $2.0 million (the “Maximum Amount”) on a revolving basis, measured by the aggregate amount advanced for the unpaid balance of all Purchased Accounts from time to time. Upon receipt of the upfront purchase price for any Purchased Accounts, the Company will have sold and assigned all of its rights in such Purchased Accounts and all proceeds thereof. The upfront purchase price for a Purchased Account is up to 70% of the face amount thereof and the remaining portion is payable only if and when the Purchaser receives payment from account debtors exceeding the aggregate unadvanced face amount of the unpaid balance of all Purchased Accounts from time to time, plus all amounts due on accounts ineligible to be purchased, plus all accrued fees and expenses. The proceeds from the Factoring Agreement will be used to fund general working capital needs. The Factoring Agreement provides for the payment of certain fees by the Company, including, among others, a funds usage fee of prime plus 1.5% per annum with a minimum interest rate of 10.0% per annum. The Company will also be charged a collateral monitoring fee of 0.05% per month, assessed on the average monthly accounts receivable balance, which is payable on the last day of each month. The Purchaser has the right to require the Company to repurchase any Purchased Accounts that (i) are uncollectable other than due to insolvency of the account debtor or, if certain conditions are met, the inability of the account debtor to pay the account or (ii) are no longer eligible. The Factoring Agreement is for an initial term of 12 months and will renew on a year-to-year basis thereafter, unless terminated in accordance with the Factoring Agreement. The Company may terminate the Factoring Agreement at any time upon 30 days prior written notice and payment to Purchaser of an early termination fee equal to 2.0% of the Maximum Amount if terminated during the first 12 months and 1.0% of the Maximum Amount during the subsequent terms. The Company has granted the Purchaser a security interest all of the Company’s personal property and fixtures, including, among other things, the Company’s accounts receivable, inventory, equipment, instruments, deposit accounts, general intangibles, and supporting obligations to secure the payment and performance of all obligations of the Company to the Purchaser under the Factoring Agreement. The Factoring Agreement also provides for customary provisions, including representations, warranties and covenants, indemnification, waiver of jury trial, and the exercise of remedies upon a breach or default. The foregoing summary of the Factoring Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Factoring Agreement, a copy of which is filed as Exhibit 10.1 to this Quarterly Report on Form 10-Q.
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Significant Accounting Policies (Policies)	3 Months Ended
Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	*Financial Statement Preparation* The accompanying unaudited consolidated condensed financial statements (the "balance sheet(s)," "statement(s) of operations," "statement(s) of stockholders' equity," "statement(s) of cash flows," and, 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,” “Laird Superfood,” “we,” or "our"). In management's opinion, the financial statements contain all adjustments, which are normal recurring adjustments, necessary for a fair presentation of its financial position and its results of operations, changes in stockholders’ equity, and cash flows for the interim periods. 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, reviews financial information for operational decision-making purposes. 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, 2023 (the "2023 Form 10-K") filed with the Securities and Exchange Commission (the "SEC") on March 13, 2024. The financial information as of December 31, 2023 was derived from the audited financial statements and notes for the fiscal year ended December 31, 2023 included in Item 8 of the 2023 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 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. Operating results for the three months ended March 31, 2024 are not necessarily indicative of the results expected for the fiscal year ending December 31, 2024.
New Accounting Pronouncements, Policy [Policy Text Block]	*Recently Issued Accounting Pronouncements* In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which expands annual and interim disclosure requirements for reportable segments, primarily through enhanced disclosures about significant segment expenses. The expanded annual disclosures are effective for the year ending December 31, 2024, and the expanded interim disclosures are effective in 2025 and will be applied retrospectively to all prior periods presented. While the Company is currently evaluating the expanded disclosure requirements, the Company does not expect the adoption of these amendments to have a material impact on our consolidated financial statements. In December 2023, the FASB issued 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 our year ending December 31, 2025. The Company is currently evaluating the impact that ASU 2023-09 will have on its consolidated financial statements and whether the Company will apply the standard prospectively or retrospectively.
Subsequent Events, Policy [Policy Text Block]	*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 March 31, 2024 for potential recognition of disclosure in the financial statements and determined that there were no such subsequent events aside from the below. On May 7, 2024, the Company entered into an accounts receivable factoring agreement (the “Factoring Agreement”) with Alterna Capital Solutions LLC (the “Purchaser”). Pursuant to the Factoring Agreement, the Company has agreed to sell certain trade accounts receivable (the “Purchased Accounts”) to the Purchaser from time to time. The Factoring Agreement provides for the Company to have access to up to $2.0 million (the “Maximum Amount”) on a revolving basis, measured by the aggregate amount advanced for the unpaid balance of all Purchased Accounts from time to time. The Factoring Agreement provides for the payment of certain fees by the Company, including, among others, a funds usage fee of prime plus 1.5% per annum with a minimum interest rate of 10.0% per annum. The Company will also be charged a collateral monitoring fee of 0.05% per month, assessed on the average monthly accounts receivable balance, which is payable on the last day of each month. The Factoring Agreement is for an initial term of 12 months and will renew on a year-to-year basis thereafter, unless terminated in accordance with the Factoring Agreement. The Company has granted the Purchaser a security interest all of the Company’s personal property and fixtures, including, among other things, the Company’s accounts receivable, inventory, equipment, instruments, deposit accounts, general intangibles, and supporting obligations to secure the payment and performance of all obligations of the Company to the Purchaser under the Factoring Agreement. The Factoring Agreement also provides for customary provisions, including representations, warranties and covenants, indemnification, waiver of jury trial, and the exercise of remedies upon a breach or default

Note 2 - Cash, Cash Equivalents, and Restricted Cash (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Cash and Cash Equivalents [Table Text Block]

	*March 31,*		*December 31,*
	*2024*		*2023*
Cash and cash equivalents	$	7,099,755	$	7,566,299
Restricted cash		189,531		140,507
Total cash, cash equivalents, and restricted cash	$	7,289,286	$	7,706,806

Note 3 - Inventory (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	March 31,		December 31,
	2024		2023
Raw materials and packaging	$	2,470,319	$	2,180,294
Finished goods		3,162,805		4,142,265
Total inventory, net	$	5,633,124	$	6,322,559

Note 4 - Prepaid Expense and Other Current Assets (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]

	*March 31,*		*December 31,*
	*2024*		*2023*
Prepaid insurance	$	237,508	$	371,802
Prepaid inventory		310,265		449,242
Prepaid subscriptions and license fees		287,219		139,590
Deposits		166,647		238,719
Other current assets		66,036		86,211
Prepaid expenses and other current assets	$	1,067,675	$	1,285,564

Note 6 - Property and Equipment (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Property, Plant and Equipment [Table Text Block]

	*March 31, 2024*							*December 31, 2023*
	*Gross Carrying Amount*		*Accumulated Depreciation*			*Net Carrying Amount*		*Gross Carrying Amount*		*Accumulated Depreciation*			*Net Carrying Amount*
Furniture and office equipment	$	184,242	$	(102,447	)	$	81,795	$	184,241	$	(85,093	)	$	99,148
Leasehold improvements		46,276		(25,190	)		21,086		46,276		(22,829	)		23,447
	$	230,518	$	(127,637	)	$	102,881	$	230,517	$	(107,922	)	$	122,595

Note 7 - Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	*March 31, 2024*							*December 31, 2023*
	*Gross Carrying Amount*		*Accumulated Amortization*			*Net Carrying Amount*		*Gross Carrying Amount*		*Accumulated Amortization*			*Net Carrying Amount*
Trade names (10 years)	$	890,827	$	(133,624	)	$	757,203	$	890,827	$	(106,899	)	$	783,928
Recipes (10 years)		330,000		(96,250	)		233,750		330,000		(88,000	)		242,000
Social media agreements (3 years)		80,000		(77,778	)		2,222		80,000		(71,111	)		8,889
Software (3 years)		131,708		(91,373	)		40,335		131,708		(81,294	)		50,414
Definite-lived intangible assets		1,432,535		(399,025	)		1,033,510		1,432,535		(347,304	)		1,085,231
Licensing agreements (indefinite)		132,100		—			132,100		132,100		—			132,100
Total intangible assets	$	1,564,635	$	(399,025	)	$	1,165,610	$	1,564,635	$	(347,304	)	$	1,217,331

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

2024 (excluding the three months ended March 31, 2024)	$	137,386
2025		149,994
2026		139,899
2027		139,899
2028		139,899
Thereafter		326,433
	$	1,033,510

Note 8 - Leases (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Lease, Cost [Table Text Block]

	*Three Months Ended*		*Three Months Ended*
	*March 31, 2024*		*March 31, 2023*
Operating leases
Operating lease cost	$	38,085	$	38,547
Variable lease cost		5,565		12,915
Operating lease expense		43,650		51,462
Short-term lease rent expense		64,229		115,763
Total rent expense	$	107,879	$	167,225

	Three Months Ended		Three Months Ended
	March 31, 2024		March 31, 2023
Operating cash flows - operating leases	$	32,254	$	31,315
Right-of-use assets obtained in exchange for operating lease liabilities	$	-	$	344,382

	March 31, 2024			March 31, 2023
Weighted-average remaining lease term – operating leases (in years)		2.9			3.9
Weighted-average discount rate – operating leases		6.81	%		6.51	%

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

2024 (excluding the three months ended March 31, 2024)	$	106,545
2025		126,714
2026		109,145
2027		56,210
Total		398,614
Less imputed interest		(41,874	)
Operating lease liabilities	$	356,740

Operating Lease, Lease Income [Table Text Block]

	*Three Months Ended*		*Three Months Ended*
	*March 31, 2024*		*March 31, 2023*
Operating leases
Operating lease income	$	14,055	$	14,055
Variable lease income		5,317		5,318
Total rental income	$	19,372	$	19,373

Lessor, Operating Lease, Payment to be Received, Maturity [Table Text Block]

2024 (excluding the three months ended March 31, 2024)	$	46,532
2025		20,748
Total	$	67,280

Note 9 - Income Taxes (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	*Three Months Ended*
	*March 31, 2024*			*March 31, 2023*

Income tax benefit at statutory rates	$	205,289		$	873,910
Valuation allowance for deferred tax assets		(178,672	)		(856,116	)
Stock-based compensation		(42,697	)		(6,328	)
Other expense, net		(22,877	)		(23,888	)
Reported income tax expense	$	(38,957	)	$	(12,422	)
Effective tax rate:		4.0	%		0.3	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	*March 31, 2024*			*December 31, 2023*
Deferred tax assets:
Net operating loss carryforwards	$	20,346,129		$	20,088,873
Intangible assets		2,217,760			2,258,079
Property and equipment		1,083,199			1,104,854
Research and development credits		251,540			235,514
Research and development		244,698			268,414
Inventory		202,206			246,182
Accrued expenses		477,870			496,695
Right of use asset		8,904			7,366
Bad debt allowance		116,570			64,250
Charitable contributions		34,172			40,773
Unexercised options		932,412			890,128
Total deferred tax assets		25,915,460			25,701,128
Valuation allowance		(25,915,460	)		(25,701,128	)
Total net deferred tax assets	$	—		$	—

Note 10 - Stock Incentive Plan (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

				*Weighted*		*Weighted*
				*Average*		*Average*
	*Options*			*Exercise Price*		*Contractual*		*Aggregate*
	*Activity*			*(per share)*		*Term (years)*		*Intrinsic Value*
Balance at January 1, 2024		1,234,778		$	4.52		7.91	$	30,000
Granted		799,188		$	0.73		—		—
Exercised/released		(5,000	)	$	2.00		—		—
Cancelled/forfeited		(1,000	)	$	12.32		—		—
Balance at March 31, 2024		2,027,966		$	3.03		8.56	$	2,657,292
Exercisable at March 31, 2024		681,464		$	5.03		7.09	$	559,810

				*Weighted*		*Weighted*
				*Average*		*Average*
	*Options*			*Exercise Price*		*Contractual*		*Aggregate*
	*Activity*			*(per share)*		*Term (years)*		*Intrinsic Value*
Balance at January 1, 2023		921,657		$	6.86		8.00	$	—
Granted		—		$	—		—	$	—
Exercised/released		—		$	—		—	$	—
Cancelled/forfeited		(24,164	)	$	9.99		—	$	—
Balance at March 31, 2023		897,493		$	6.78		7.74	$	—
Exercisable at March 31, 2023		318,041		$	8.72		5.43	$	—

Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of RSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2024		771,885		$	1.76		1.98	$	1,361,696
Granted		—		$	—		—	$	—
Exercised/released		(33,779	)	$	3.29		—	$	—
Cancelled/forfeited		—		$	—		—	$	—
Balance at March 31, 2024		738,106		$	1.69		1.81	$	1,250,652

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of RSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2023		504,420		$	4.22		2.94	$	2,127,734
Granted		—		$	—		—	$	—
Exercised/released		(13,146	)	$	11.30		—	$	—
Cancelled/forfeited		(16,279	)	$	5.98		—	$	—
Balance at March 31, 2023		474,995		$	3.96		2.67	$	1,881,278

Share-Based Payment Arrangement, Activity [Table Text Block]

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of MSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2024		621,314		$	1.57		0.62	$	977,558
Granted		—		$	—		—	$	—
Exercised/released		(100,000	)	$	0.25		—	$	—
Cancelled/forfeited		(21,314	)	$	43.53		—	$	—
Balance at March 31, 2024		500,000		$	0.05		0.37	$	24,460

				*Weighted Average*		*Weighted Average*
				*Grant Date Fair*		*Remaining Vesting*		*Aggregate*
	*Number of MSUs*			*Value (per share)*		*Term (years)*		*Fair Value*
Balance at January 1, 2023		31,083		$	43.53		0.60	$	1,353,043
Granted		—		$	—		—	$	—
Exercised/released		—		$	—		—	$	—
Cancelled/forfeited		(9,769	)	$	43.53		—	$	—
Balance at March 31, 2023		21,314		$	43.53		0.42	$	927,798

Share-Based Payment Arrangement, Cost by Plan [Table Text Block]

	*Three Months Ended*		*Unrecognized Compensation Cost Related to Non-Vested Awards as of*		*Weighted-Average Remaining Vesting Period as of*
	*March 31, 2024*		*March 31, 2024*		*March 31, 2024 (years)*
Stock options	$	81,506	$	939,421		3.19
RSUs		178,794		921,177		2.04
MSUs		19,265		9,063		0.37
Total stock-based compensation	$	279,565	$	1,869,661		2.61

Cost of goods sold	$	682	$	12,615		4.20
General and administrative		231,101		1,627,026		2.44
Sales and marketing		47,782		230,020		3.73
Total stock-based compensation	$	279,565	$	1,869,661		2.61

	*Three Months Ended*			*Unrecognized Compensation Cost Related to Non-Vested Awards as of*		*Weighted-Average Remaining Vesting Period as of*
	*March 31, 2023*			*December 31, 2023*		*December 31, 2023 (years)*
Stock options	$	61,488		$	654,313		2.36
RSUs		158,715			1,099,972		2.17
MSUs		(72,568	)		34,281		0.57
Total stock-based compensation	$	147,635		$	1,788,566		2.21

Cost of goods sold	$	(896	)	$	2,976		1.62
General and administrative		135,242			1,666,980		2.29
Sales and marketing		13,289			118,610		0.99
Total stock-based compensation	$	147,635		$	1,788,566		2.21

Note 11 - Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Three Months Ended March 31,*
	*2024*			*2023*
Net loss	$	(1,016,522	)	$	(4,143,910	)
Weighted average shares outstanding - basic and diluted		9,401,605			9,213,723
Basic and diluted:
Net loss per share, basic and diluted	$	(0.11	)	$	(0.45	)
Common stock options, restricted stock awards, and market-based stock awards excluded due to anti-dilutive effect		3,266,072			1,393,802

Note 12 - Concentrations (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

	*March 31,*	*December 31,*
	*2024*	*2023*
Vendor A	10%	*
Vendor B	*	14%
Vendor C	*	10%
Vendor D	*	23%
Total	10%	47%

	*March 31,*	*December 31,*
	*2024*	*2023*
Customer A	18%	45%
Customer B	24%	21%
Customer C	28%	*
Total	70%	67%

	As of and for the Three Months Ended
	March 31, 2024		March 31, 2023
	Net Sales	Accounts Receivable	Net Sales	Accounts Receivable
Customer A	11%	461,132	16%	1,612,941
Customer B	19%	623,431	13%	675,743
Customer C	12%	710,504	12%	484,800
Total	42%	1,795,067	41%	2,773,484

	*For the Three Months Ended March 31,*
	*2024*	*2023*
Supplier A	17%	*
Supplier B	11%	*
Supplier C	11%	15%
Supplier D	10%	*
Supplier E	10%	*
Supplier F	*	26%
Total	59%	41%

	*For the Three Months Ended March 31,*
	*2024*	*2023*
Sri Lanka	17%	*
Vietnam	*	14%
China	*	10%
Indonesia	*	12%
Total	17%	36%

Note 14 - Revenue Recognition (Tables)

3 Months Ended

Mar. 31, 2024

Notes Tables

Disaggregation of Revenue [Table Text Block]

	*Three Months Ended March 31,*
	*2024*						*2023*
	$			*% of Total*			$			*% of Total*
Coffee creamers	$	5,570,321			56	%	$	5,132,143			63	%
Coffee, tea, and hot chocolate products		2,175,265			22	%		1,955,140			24	%
Hydration and beverage enhancing supplements		2,025,272			20	%		670,851			8	%
Harvest snacks and other food items		1,304,060			13	%		1,752,397			22	%
Other		122,012			1	%		29,729			—	%
Gross sales		11,196,930			112	%		9,540,260			117	%
Shipping income		111,428			1	%		303,226			4	%
Returns and discounts		(1,399,420	)		(13	)%		(1,730,548	)		(21	)%
Sales, net	$	9,908,938			100	%	$	8,112,938			100	%

Disaggregation of Revenue Based on Channels [Table Text Block]

	*Three Months Ended March 31,*
	*2024*					*2023*
	$		*% of Total*			$		*% of Total*
E-commerce	$	5,868,337		59	%	$	4,427,681		55	%
Wholesale		4,040,601		41	%		3,685,257		45	%
Sales, net	$	9,908,938		100	%	$	8,112,938		100	%

Contract with Customer, Contract Asset, Contract Liability, and Receivable [Table Text Block]

	*January 1,*			*December 31,*			*March 31,*
	*2023*			*2023*			*2024*
Accounts receivable, net	$	1,494,469		$	1,022,372		$	2,064,745
Contract assets	$	57,249		$	—		$	—
Contract liabilities	$	(729,667	)	$	(427,974	)	$	(512,635	)

Note 1 - Summary of Significant Accounting Policies and Estimates (Details Textual) - USD ($) $ in Millions	May 07, 2024	Sep. 02, 2021
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Prime Rate [Member]	Secured Overnight Financing Rate (SOFR) [Member]
Subsequent Event [Member] \| Alterna Capital Solutions (ACS) [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 2
Debt Instrument, Basis Spread on Variable Rate	1.50%
Debt Instrument, Term (Month)	12 months

Note 2 - Cash, Cash Equivalents, and Restricted Cash (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 03, 2020
Cash, Uninsured Amount	$ 6,324,134		$ 6,756,207
Asset Pledged as Collateral [Member] \| Credit Card Limits [Member]
Cash Equivalents, at Carrying Value	530,000
Restricted Cash Equivalents	90,006		40,982
Danone Manifesto Ventures, PBC [Member] \| Three COVID-19 Relief Projects [Member]
Other Commitment				$ 298,103
Restricted Cash	99,525		$ 99,525
Payments for Other Commitment	$ 0	$ 0

Note 2 - Cash, Cash Equivalents, and Restricted Cash - Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Cash and cash equivalents	$ 7,099,755	$ 7,566,299
Restricted cash	189,531	140,507
Total cash, cash equivalents, and restricted cash	$ 7,289,286	$ 7,706,806

Note 3 - Inventory (Details Textual) - USD ($)	3 Months Ended
Note 3 - Inventory (Details Textual) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Inventory Write-down	$ 43,204	$ 234,394
Inventory Valuation Reserves	927,340		$ 1,029,657
Prepaid Supplies	310,265		449,242
Inventory Turnover, Quantities on Hand, and Expiration Dates [Member]
Inventory Valuation Reserves	248,587		385,069
Products Quarantined for Quality Issues [Member]
Inventory Valuation Reserves	334,269		306,276
Discontinued Inventories [Member]
Inventory Valuation Reserves	$ 344,484		$ 338,312

Note 3 - Inventory - Components of Inventory (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Raw materials and packaging	$ 2,470,319	$ 2,180,294
Finished goods	3,162,805	4,142,265
Total inventory, net	$ 5,633,124	$ 6,322,559

Note 4 - Prepaid Expenses and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Prepaid insurance	$ 237,508	$ 371,802
Prepaid inventory	310,265	449,242
Prepaid subscriptions and license fees	287,219	139,590
Deposits	166,647	238,719
Other current assets	66,036	86,211
Prepaid expenses and other current assets	$ 1,067,675	$ 1,285,564

Note 5 - Revolving Lines of Credit (Details Textual) - USD ($)	May 07, 2024	Sep. 02, 2021	Aug. 31, 2023	Sep. 01, 2022
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]	Prime Rate [Member]	Secured Overnight Financing Rate (SOFR) [Member]
Revolving Credit Facility [Member] \| Wells Fargo National Association Line of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity		$ 9,500,000		$ 5,000,000
Debt Instrument, Basis Spread on Variable Rate		1.50%
Long-Term Line of Credit			$ 0

Note 6 - Property and Equipment (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Depreciation	$ 19,714	$ 36,231
Production Equipment [Member]
Asset, Held-for-Sale, Not Part of Disposal Group	$ 0	581,835	$ 0	$ 800,000
Proceeds from Sale, Property, Held-for-Sale		$ 218,165

Note 6 - Property and Equipment - Schedule of Property and Equipment, Net (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Gross carrying amount	$ 230,518	$ 230,517
Accumulated depreciation	(127,637)	(107,922)
Property and equipment, net	102,881	122,595
Factory and Office Equipment [Member]
Gross carrying amount	184,242	184,241
Accumulated depreciation	(102,447)	(85,093)
Property and equipment, net	81,795	99,148
Leasehold Improvements [Member]
Gross carrying amount	46,276	46,276
Accumulated depreciation	(25,190)	(22,829)
Property and equipment, net	$ 21,086	$ 23,447

Note 7 - Intangible Assets (Details Textual) - USD ($)			3 Months Ended
Note 7 - Intangible Assets (Details Textual) - USD ($)	May 26, 2020	Nov. 19, 2018	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Amortization of Intangible Assets			$ 51,721	$ 51,722
License Agreement Terms [Member] \| Laird Hamilton [Member]
Indefinite-Lived Intangible Assets (Excluding Goodwill)			$ 132,000		$ 132,000
Stock Issued During Period, Shares, Issued for Services (in shares)			660,000
License Agreement Terms [Member] \| Gabrielle Reece [Member]
Indefinite-Lived Intangible Assets (Excluding Goodwill)			$ 100		$ 100
License Agreement Terms [Member] \| Laird Hamilton and Gabrielle Riece [Member]
Term of License Agreement (Year)		100 years
Additional Term of License Agreement (Year)	10 years
Weighted Average [Member]
Finite-Lived Intangible Asset, Useful Life (Year)			6 years 9 months 18 days
Minimum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)			3 years
Maximum [Member]
Finite-Lived Intangible Asset, Useful Life (Year)			10 years

Note 7 - Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Gross carrying amount	$ 1,432,535	$ 1,432,535
Accumulated amortization	(399,025)	(347,304)
Net carrying amount	1,033,510	1,085,231
Total gross intangible assets	1,564,635	1,564,635
Total intangible assets	1,165,610	1,217,331
Licensing Agreements [Member]
Licensing agreements (indefinite)	132,100	132,100
Trade Names [Member]
Gross carrying amount	890,827	890,827
Accumulated amortization	(133,624)	(106,899)
Net carrying amount	757,203	783,928
Recipes [Member]
Gross carrying amount	330,000	330,000
Accumulated amortization	(96,250)	(88,000)
Net carrying amount	233,750	242,000
Social Media Agreement [Member]
Gross carrying amount	80,000	80,000
Accumulated amortization	(77,778)	(71,111)
Net carrying amount	2,222	8,889
Computer Software, Intangible Asset [Member]
Gross carrying amount	131,708	131,708
Accumulated amortization	(91,373)	(81,294)
Net carrying amount	$ 40,335	$ 50,414

Note 7 - Intangible Assets - Schedule of Intangible Assets (Details) (Parentheticals)	Mar. 31, 2024
Trade Names [Member]
Finite useful life (Year)	10 years
Recipes [Member]
Finite useful life (Year)	10 years
Social Media Agreement [Member]
Finite useful life (Year)	3 years
Computer Software, Intangible Asset [Member]
Finite useful life (Year)	3 years

Note 7 - Intangible Assets - Schedule of Future Amortization Expense (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
2024 (excluding the three months ended March 31, 2024)	$ 137,386
2025	149,994
2026	139,899
2027	139,899
2028	139,899
Thereafter	326,433
Finite-Lived Intangible Assets, Net	$ 1,033,510	$ 1,085,231

Note 8 - Leases (Details Textual)					3 Months Ended	12 Months Ended
Note 8 - Leases (Details Textual)	Oct. 01, 2021	May 03, 2021	Jul. 01, 2019	Mar. 01, 2018	Mar. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)	Jan. 31, 2023 USD ($)	Jan. 01, 2023 ft²
Operating Lease, Cancellation Payment									$ 1,550,000
Operating Lease, Payment of Cancellation Fee					$ 1,050,000	$ 500,000
Sublease Rental Assets							$ 9,994	$ 11,881
Commericial Lease with RII Lundgren Mill, LLC [Member]
Operating Lease, Term (Year)				10 years
Second Commercial Lease with RII Lundgren Mill, LLC [Member]
Operating Lease, Term (Year)			10 years
Third Commercial Lease with RII Lundgren Mill, LLC [Member]
Operating Lease, Term (Year)	10 years
Picky Bars, LLC Lease [Member]
Operating Lease, Term (Year)		62 months
Somatic Experiencing Trauma Institute Sublease [Member]
Area of Real Estate Property (Square Foot) \| ft²										5,257

Note 8 - Leases - Lease Costs (Details) - USD ($)	3 Months Ended
Note 8 - Leases - Lease Costs (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Operating lease cost	$ 38,085	$ 38,547
Variable lease cost	5,565	12,915
Operating lease expense	43,650	51,462
Short-term lease rent expense	64,229	115,763
Total rent expense	107,879	167,225
Operating cash flows - operating leases	32,254	31,315
Right-of-use assets obtained in exchange for operating lease liabilities	$ 0	$ 344,382
Weighted-average remaining lease term – operating leases (in years) (Year)	2 years 10 months 24 days		3 years 10 months 24 days
Weighted-average discount rate – operating leases	6.81%		6.51%

Note 8 - Leases - Future Minimum Lease Payments (Details)	Mar. 31, 2024 USD ($)
2024 (excluding the three months ended March 31, 2024)	$ 106,545
2025	126,714
2026	109,145
2027	56,210
Total	398,614
Less imputed interest	(41,874)
Operating lease liabilities	$ 356,740

Note 8 - Leases - Lease Income (Details) - USD ($)	3 Months Ended
Note 8 - Leases - Lease Income (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023
Operating lease income	$ 14,055	$ 14,055
Variable lease income	5,317	5,318
Total rental income	$ 19,372	$ 19,373

Note 8 - Leases - Future Minimum Lease Income (Details)	Mar. 31, 2024 USD ($)
2024 (excluding the three months ended March 31, 2024)	$ 46,532
2025	20,748
Total	$ 67,280

Note 9 - Income Taxes (Details Textual) - USD ($)	3 Months Ended
Note 9 - Income Taxes (Details Textual) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Tax Credit Carryforward, Amount	$ 300,000		$ 200,000
Deferred Tax Assets, Other Loss Carryforwards	600,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	200,000	$ 900,000
State and Local Jurisdiction [Member]
Taxes Payable, Current	21,478		7,373
Operating Loss Carryforwards	57,800,000		57,100,000
Domestic Tax Jurisdiction [Member]
Operating Loss Carryforwards	138,500,000		136,800,000
Domestic Tax Jurisdiction [Member] \| Expiring in 2036 [Member]
Operating Loss Carryforwards	1,900,000		1,900,000
Domestic Tax Jurisdiction [Member] \| Indefinitely [Member]
Operating Loss Carryforwards	$ 78,800,000		$ 77,800,000

Note 9 - Income Taxes - Income Tax Reconciliation (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income tax benefit at statutory rates	$ 205,289	$ 873,910
Valuation allowance for deferred tax assets	(178,672)	(856,116)
Stock-based compensation	(42,697)	(6,328)
Other expense, net	(22,877)	(23,888)
Reported income tax expense	$ (38,957)	$ (12,422)
Effective tax rate:	4.00%	0.30%

Note 9 - Income Taxes - Schedule of Deferred Tax Assets (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Net operating loss carryforwards	$ 20,346,129	$ 20,088,873
Intangible assets	2,217,760	2,258,079
Property and equipment	1,083,199	1,104,854
Research and development credits	251,540	235,514
Research and development	244,698	268,414
Inventory	202,206	246,182
Accrued expenses	477,870	496,695
Right of use asset	8,904	7,366
Bad debt allowance	116,570	64,250
Charitable contributions	34,172	40,773
Unexercised options	932,412	890,128
Total deferred tax assets	25,915,460	25,701,128
Valuation allowance	(25,915,460)	(25,701,128)
Total net deferred tax assets	$ 0	$ 0

Note 10 - Stock Incentive Plan (Details Textual) - Employee Stock Purchase Plan [Member]	Mar. 31, 2024 shares
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant (in shares)	0
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	2,159,886

Note 10 - Stock Incentive Plan - Stock Option Activity (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Balance, options (in shares)	1,234,778	921,657	921,657
Balance, options, weighted average exercise price (in dollars per share)	$ 4.52	$ 6.86	$ 6.86
Balance, options, weighted average contractual term (Year)	8 years 6 months 21 days	7 years 8 months 26 days	7 years 10 months 28 days	8 years
Balance, options, aggregate intrinsic value	$ 2,657,292	$ 0	$ 30,000	$ 0
Granted, options (in shares)	799,188	0
Granted, options, weighted average exercise price (in dollars per share)	$ 0.73	$ 0
Exercised/released, options (in shares)	(5,000)	0
Exercised/released, options, weighted average exercise price (in dollars per share)	$ 2	$ 0
Cancelled/forfeited, options (in shares)	(1,000)	(24,164)
Cancelled/forfeited, options, weighted average exercise price (in dollars per share)	$ 12.32	$ 9.99
Balance, options (in shares)	2,027,966	897,493	1,234,778	921,657
Balance, options, weighted average exercise price (in dollars per share)	$ 3.03	$ 6.78	$ 4.52	$ 6.86
Exercisable, options (in shares)	681,464	318,041
Exercisable, options, weighted average exercise price (in dollars per share)	$ 5.03	$ 8.72
Exercisable, options, weighted average contractual term (Year)	7 years 1 month 2 days	5 years 5 months 4 days
Exercisable, options, aggregate intrinsic value	$ 559,810	$ 0

Note 10 - Stock Incentive Plan - RSU Activities (Details) - Restricted Stock Units (RSUs) [Member] - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Balance, other than options (in shares)	771,885	504,420	504,420
Balance, other than options, weighted average grant date fair value (in dollars per share)	$ 1.76	$ 4.22	$ 4.22
Balance, other than options, weighted average vesting term (Year)	1 year 9 months 21 days	2 years 8 months 1 day	1 year 11 months 23 days	2 years 11 months 8 days
Balance, other than options, aggregate fair value	$ 1,250,652	$ 1,881,278	$ 1,361,696	$ 2,127,734
Granted, other than options (in shares)	0	0
Granted, other than options, weighted average grant date fair value (in dollars per share)	$ 0	$ 0
Exercised/released, other than options (in shares)	(33,779)	(13,146)
Exercised/released, other than options, weighted average grant date fair value (in dollars per share)	$ 3.29	$ 11.3
Cancelled/forfeited, other than options (in shares)	0	(16,279)
Cancelled/forfeited, other than options, weighted average grant date fair value (in dollars per share)	$ 0	$ 5.98
Balance, other than options (in shares)	738,106	474,995	771,885	504,420
Balance, other than options, weighted average grant date fair value (in dollars per share)	$ 1.69	$ 3.96	$ 1.76	$ 4.22

Note 10 - Stock Incentive Plan - MSU Activities (Details) - Market Based Stock Units [Member] - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Balance, other than options (in shares)	621,314	31,083	31,083
Balance, other than options, weighted average grant date fair value (in dollars per share)	$ 1.57	$ 43.53	$ 43.53
Balance, other than options, weighted average vesting term (Year)	4 months 13 days	5 months 1 day	7 months 13 days	7 months 6 days
Balance, other than options, aggregate fair value	$ 24,460	$ 927,798	$ 977,558	$ 1,353,043
Granted, other than options (in shares)	0	0
Granted, other than options, weighted average grant date fair value (in dollars per share)	$ 0
Exercised/released, other than options (in shares)	(100,000)
Exercised/released, other than options, weighted average grant date fair value (in dollars per share)	$ 0.25
Cancelled/forfeited, other than options (in shares)	(21,314)	(9,769)
Cancelled/forfeited, other than options, weighted average grant date fair value (in dollars per share)	$ 43.53	$ 43.53
Balance, other than options (in shares)	500,000	21,314	621,314	31,083
Balance, other than options, weighted average grant date fair value (in dollars per share)	$ 0.05	$ 43.53	$ 1.57	$ 43.53
Granted, other than options (in shares)	0	0
Cancelled/forfeited, other than options (in shares)	(21,314)	(9,769)

Note 10 - Stock Incentive Plan - Schedule of Stock Based Compensation (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Total stock-based compensation	$ 279,565	$ 147,635
Unrecognized compensation cost	$ 1,869,661		$ 1,788,566
Vesting period (Year)	2 years 7 months 9 days		2 years 2 months 15 days
Share-Based Payment Arrangement, Option [Member]
Total stock-based compensation	$ 81,506	61,488
Unrecognized compensation cost	$ 939,421		$ 654,313
Vesting period (Year)	3 years 2 months 8 days		2 years 4 months 9 days
Restricted Stock Units (RSUs) [Member]
Total stock-based compensation	$ 178,794	158,715
Unrecognized compensation cost	$ 921,177		$ 1,099,972
Vesting period (Year)	2 years 14 days		2 years 2 months 1 day
Market Based Stock Units [Member]
Total stock-based compensation	$ 19,265	(72,568)
Unrecognized compensation cost	$ 9,063		$ 34,281
Vesting period (Year)	4 months 13 days		6 months 25 days
Award With Cost to be Recognized in Cost of Goods Sold [Member]
Total stock-based compensation	$ 682	(896)
Unrecognized compensation cost	$ 12,615		$ 2,976
Vesting period (Year)	4 years 2 months 12 days		1 year 7 months 13 days
Award With Cost to be Recognized in General and Administrative [Member]
Total stock-based compensation	$ 231,101	135,242
Unrecognized compensation cost	$ 1,627,026		$ 1,666,980
Vesting period (Year)	2 years 5 months 8 days		2 years 3 months 14 days
Award With Cost to be Recognized in Sales and Marketing [Member]
Total stock-based compensation	$ 47,782	$ 13,289
Unrecognized compensation cost	$ 230,020		$ 118,610
Vesting period (Year)	3 years 8 months 23 days		11 months 26 days

Note 11 - Earnings Per Share - Earnings Per Share (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Net loss	$ (1,016,522)	$ (4,143,910)
Weighted average shares outstanding - basic and diluted (in shares)	9,401,605	9,213,723
Net loss per share, basic and diluted (in dollars per share)	$ (0.11)	$ (0.45)
Common stock options, restricted stock awards, and market-based stock awards excluded due to anti-dilutive effect (in shares)	3,266,072	1,393,802

Note 12 - Concentrations - Schedule of Concentration Risk (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Concentration risk	11.00%	16.00%
Concentration risk	$ 461,132	$ 1,612,941
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer B [Member]
Concentration risk	19.00%	13.00%
Concentration risk	$ 623,431	$ 675,743
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customer C [Member]
Concentration risk	12.00%	12.00%
Concentration risk	$ 710,504	$ 484,800
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| Customers A,B, and C [Member]
Concentration risk	42.00%	41.00%
Concentration risk	$ 1,795,067	$ 2,773,484
Accounts Payable [Member] \| Vendors Concentration Risk Member [Member] \| Vendor A [Member]
Concentration risk	10.00%
Accounts Payable [Member] \| Vendors Concentration Risk Member [Member] \| Vendor B [Member]
Concentration risk		14.00%
Accounts Payable [Member] \| Vendors Concentration Risk Member [Member] \| Vendor C [Member]
Concentration risk		10.00%
Accounts Payable [Member] \| Vendors Concentration Risk Member [Member] \| Vendor D [Member]
Concentration risk		23.00%
Accounts Payable [Member] \| Vendors Concentration Risk Member [Member] \| Vendor A, B, C, D, E [Member]
Concentration risk	10.00%	47.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer A [Member]
Concentration risk	18.00%	45.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer B [Member]
Concentration risk	24.00%	21.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customer C [Member]
Concentration risk	28.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Customers A,B, and C [Member]
Concentration risk	70.00%	67.00%
Cost of Goods and Service Benchmark [Member] \| Supplier Concentration Risk [Member] \| Supplier A [Member]
Concentration risk	17.00%
Cost of Goods and Service Benchmark [Member] \| Supplier Concentration Risk [Member] \| Supplier B [Member]
Concentration risk	11.00%
Cost of Goods and Service Benchmark [Member] \| Supplier Concentration Risk [Member] \| Supplier C [Member]
Concentration risk	11.00%	15.00%
Cost of Goods and Service Benchmark [Member] \| Supplier Concentration Risk [Member] \| Supplier D [Member]
Concentration risk	10.00%
Cost of Goods and Service Benchmark [Member] \| Supplier Concentration Risk [Member] \| Supplier E [Member]
Concentration risk	10.00%
Cost of Goods and Service Benchmark [Member] \| Supplier Concentration Risk [Member] \| Supplier F [Member]
Concentration risk		26.00%
Cost of Goods and Service Benchmark [Member] \| Supplier Concentration Risk [Member] \| Supplier A, B, C, D, E, and F [Member]
Concentration risk	59.00%	41.00%
Cost of Goods and Service Benchmark [Member] \| Geographic Concentration Risk [Member] \| SRI LANKA
Concentration risk	17.00%
Cost of Goods and Service Benchmark [Member] \| Geographic Concentration Risk [Member] \| VIET NAM
Concentration risk		14.00%
Cost of Goods and Service Benchmark [Member] \| Geographic Concentration Risk [Member] \| CHINA
Concentration risk		10.00%
Cost of Goods and Service Benchmark [Member] \| Geographic Concentration Risk [Member] \| INDONESIA
Concentration risk		12.00%
Cost of Goods and Service Benchmark [Member] \| Geographic Concentration Risk [Member] \| Specific Regions in Excess of 10% [Member]
Concentration risk	17.00%	36.00%

Note 13 - Related Party (Details Textual) - USD ($)	3 Months Ended
Note 13 - Related Party (Details Textual) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Accounts Payable, Current	$ 1,718,574		$ 1,647,673
Gabby Reece [Member]
Advertising Expense	62,501	$ 37,809
Accounts Payable, Current	$ 28,167		$ 2,688

Note 14 - Revenue Recognition - Disaggregation of Revenue (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue	$ 9,908,938	$ 8,112,938
Percentage of revenue	100.00%	100.00%
Coffee Creamer [Member]
Revenue	$ 5,570,321	$ 5,132,143
Percentage of revenue	56.00%	63.00%
Coffee Tea and Hot Chocolate Products [Member]
Revenue	$ 2,175,265	$ 1,955,140
Percentage of revenue	22.00%	24.00%
Hydration and Beverage Enhancing Supplements [Member]
Revenue	$ 2,025,272	$ 670,851
Percentage of revenue	20.00%	8.00%
Harvest Snacks and Other Food Items [Member]
Revenue	$ 1,304,060	$ 1,752,397
Percentage of revenue	13.00%	22.00%
Other [Member]
Revenue	$ 122,012	$ 29,729
Percentage of revenue	1.00%	0.00%
Gross Sales [Member]
Revenue	$ 11,196,930	$ 9,540,260
Percentage of revenue	112.00%	117.00%
Shipping Income [Member]
Revenue	$ 111,428	$ 303,226
Percentage of revenue	1.00%	4.00%
Returns and Discount [Member]
Revenue	$ (1,399,420)	$ (1,730,548)
Percentage of revenue	(13.00%)	(21.00%)

Note 14 - Revenue Recognition - Disaggregation of Revenue Based on Channels (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenue	$ 9,908,938	$ 8,112,938
Percentage of revenue	100.00%	100.00%
Online [Member]
Revenue	$ 5,868,337	$ 4,427,681
Percentage of revenue	59.00%	55.00%
Wholesale [Member]
Revenue	$ 4,040,601	$ 3,685,257
Percentage of revenue	41.00%	45.00%

Note 14 - Revenue Recognition - Summary of Receivables (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Jan. 01, 2023
Accounts receivable, net	$ 2,064,745	$ 1,022,372	$ 1,494,469
Contract assets	0	0	57,249
Contract liabilities	$ (512,635)	$ (427,974)	$ (729,667)

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