Основная статистика
| CIK | 1851860 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Smart for Life, Inc.
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| June 11, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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: September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41290 SMAR |
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| May 23, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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: June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41290 SMART FOR |
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| May 12, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41290 SMART FO |
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| December 13, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2024 (December 9, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporat |
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| November 14, 2024 |
SMFL / Smart for Life, Inc. / Ionic Ventures, LLC - SC 13G/A Passive Investment SC 13G/A 1 g084560sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* SMART FOR LIFE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83204U509 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the appropr |
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| November 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001-41290 NOTIFICATION OF LATE FILING CUSIP NUMBER 83204U608 (Check one): o Form 10-K o Form 20-F o Form 11-K ☒ Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: September 30, 2024 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tr |
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| October 15, 2024 |
Letter from RBSM LLP to the Securities and Exchange Commission, dated October 15, 2024 Exhibit 16.1 New York Office: 805 Third Avenue New York, NY 10022 212.838.5100 www.rbsmllp.com October 15, 2024 Securities and Exchange Commission 100 F Street, N.W. Washington DC 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of Smart for Life, Inc. (the “Company”) Form 8-K dated October 15, 2024, and are in agreement with the statements relating only to RBSM LLP contained therein. We have n |
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| October 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 15, 2024 (October 10, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporati |
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| October 4, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 4, 2024 (September 30, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporat |
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| October 4, 2024 |
SMART FOR LIFE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 SMART FOR LIFE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial statements are based on the Company’s historical consolidated results of operations and financial position, adjusted to give effect to the Disposition, as defined in Item 2.01 of this Form 8-K, as if it had been completed on December 3 |
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| September 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2024 (September 17, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorpo |
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| September 20, 2024 |
Employment Agreement, dated December 12, 2020, between Smart for Life, Inc. and Alan B. Bergman Exhibit 10.47 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this “Employment Agreement”) dated as of December 12, 2020, between Bonne Santé Group, Inc. a Delaware company (the “Company” or “BSG”), and Alan Bergman, an individual (the “Employee”). BACKGROUND WHEREAS, the Company wishes to secure the services of the Employee as Chief Financial Officer of the Company (with such other duties and/or offic |
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| September 20, 2024 |
Exhibit 97.1 SMART FOR LIFE INC. CLAWBACK POLICY A. OVERVIEW In accordance with the applicable rules of The Nasdaq Stock Market LLC (the “Nasdaq Rules”), Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (“Rule 10D-1”), the Board of Directors (the “Board”) of Smart for Life, Inc. (the “Company”) has adopted this Policy (the “Policy”) to provide for |
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| September 20, 2024 |
Form of Conversion Agreement for conversions of debt to Common Stock Exhibit 10.11 CONVERSION AGREEMENT THIS CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and (the “Holder” and, together with the Company, the “Parties”). RECITALS A. The Holder is the record and beneficial owner of the , dated , in the original principal amount of $ (the “Note”). The |
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| September 20, 2024 |
Exhibit 3.5 |
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| September 20, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41290 SMART FOR LIFE, INC. |
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| September 20, 2024 |
Form of Conversion Agreement for conversions of debt to Series C Preferred Stock Exhibit 10.12 CONVERSION AGREEMENT THIS CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of February 29, 2024 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and (the “Holder” and, together with the Company, the “Parties”). RECITALS A. The Holder is the record and beneficial owner of the , dated , in the principal amount of $ (the “Not |
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| September 20, 2024 |
Description of Securities of Smart for Life, Inc. Exhibit 4.1 DESCRIPTION OF SECURITIES General The following description summarizes important terms of the classes of our capital stock as of December 31, 2023. This summary does not purport to be complete and is qualified in its entirety by the provisions of our certificate of incorporation, the certificate of designation for our series B preferred stock and our bylaws, which have been filed as ex |
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| September 20, 2024 |
Subsidiaries of Smart for Life, Inc. Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization Percentage of Ownership Doctors Scientific Organica, LLC Florida 100 % Oyster Management Services, L.L.C. Florida 100 % U.S. Medical Care Holdings, L.L.C. Florida 100 % Lawee Enterprises, L.L.C. Florida 100 % Lavi Enterprises, LLC Florida 100 % Smart for Life Canada Inc. Canada 100 % Nexus Offers, Inc. Florida 100 % |
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| September 20, 2024 |
Exhibit 10.14 |
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| September 20, 2024 |
Exhibit 10.13 |
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| August 26, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2024 (August 20, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001-41290 NOTIFICATION OF LATE FILING CUSIP NUMBER 83204U608 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 28, 2024 SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Commission File N |
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| June 7, 2024 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 7, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2024 (June 3, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Com |
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| June 7, 2024 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 31, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 31, 2024 (May 30, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Com |
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| May 31, 2024 |
Exhibit 10.1 Smart for Life, Inc. May 30, 2024 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Smart for Life, Inc. (the “Company”) is pleased to offer to you the opportunity to exercise all or some of the warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued to you o |
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| May 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 28, 2024 (May 21, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Com |
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| May 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001-41290 NOTIFICATION OF LATE FILING CUSIP NUMBER 83204U608 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| April 30, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2024 (April 24, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) |
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| April 24, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 (April 18, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) |
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| April 24, 2024 |
Exhibit 10.2 INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT (this “Agreement”), dated April 18, 2024, by and between Smart for Life, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s bylaws require t |
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| April 24, 2024 |
Exhibit 10.1 INDEPENDENT DIRECTOR AGREEMENT INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated April 18, 2024, by and between Smart for Life, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”). RECITALS The Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”), which may include membership on one or more committees of |
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| April 23, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2024 (April 17, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) |
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| April 9, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 9, 2024 (April 3, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (C |
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| April 9, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT dated as of April 3, 2024 among SMART FOR LIFE, INC. AND PURELY OPTIMAL NUTRITION INC., TAN ENTERPRISES, INC., AVALIANT HOLDINGS CORPORATION, DANNEL TAN, JASON KWAN AND TIMUR KIM TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 1.1 Certain Definitions 1 1.2 Certain Definitions (Continuted) 4 ARTICLE II PURCHASE AND SALE OF THE SECURITIES 4 2.1 Purchase and Sale |
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| April 9, 2024 |
Exhibit 99.1 Smart for Life Announces Definitive Agreement to Acquire Purely Optimal Nutrition, a Premier North American Nutraceutical Company APRIL 8, 2024 Profitable Acquisition Expected to Contribute More than $8 Million of Annualized Revenue and Over $1 Million of Adjusted EBITDA Miami, FL – April 5, 2021 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company” |
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| April 1, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001-41290 NOTIFICATION OF LATE FILING CUSIP NUMBER 83204U509 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-CEN o Form N-CSR For Period Ended: December 31, 2023 o Transition Report on Form 10-K o Transition Report on Form 20-F o Transition Report on Form 11-K o Tra |
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| March 14, 2024 |
Exhibit 10.1 INDEPENDENT DIRECTOR AGREEMENT INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated March 8, 2024, by and between Smart for Life, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”). RECITALS The Company desires to appoint the Director to serve on the Company’s board of directors (the “Board”), which may include membership on one or more committees of |
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| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 14, 2024 (March 8, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) ( |
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| March 14, 2024 |
Indemnification Agreement, dated March 8, 2024, between Smart for Life, Inc. and Loren Brown Exhibit 10.2 INDEMNIFICATION AGREEMENT INDEMNIFICATION AGREEMENT (this “Agreement”), dated March 8, 2024, by and between Smart for Life, Inc., a Nevada corporation (the “Company”), and the undersigned (the “Indemnitee”). RECITALS A. The Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents. B. The Company’s bylaws require th |
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| March 7, 2024 |
Exhibit 3.1 |
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| March 7, 2024 |
Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 7, 2024 (March 1, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (C |
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| February 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2024 (February 22, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorpora |
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| February 12, 2024 |
US83204U5092 / SMART FOR LIFE INC / Ionic Ventures, LLC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* SMART FOR LIFE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83204U509 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant |
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| February 2, 2024 |
Exhibit 10.1 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT, dated as of January 29, 2024 (this “Agreement”), is by and among (i) First Health FL LLC, a Delaware limited liability company (the “Purchaser”), (ii) Ceautamed Worldwide, LLC, a Florida limited liability company (“Ceautamed”), Wellness Watchers Global, LLC, a Florida limited liability company (“WWG”), and Greens First Female, LL |
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| February 2, 2024 |
Exhibit 10.12 AGREEMENT This AGREEMENT (this “Agreement”), dated as of January 29, 2024, is entered into by and among (i) Smart for Life, Inc., a Delaware corporation (the “Company”), (ii) Ceautamed Worldwide, LLC, a Florida limited liability company (“Ceautamed”), Wellness Watchers Global, LLC, a Florida limited liability company (“WWG”), and Greens First Female, LLC, a Florida limited liability |
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| February 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 2, 2024 (January 29, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporati |
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| February 2, 2024 |
Exhibit 10.3 ASSIGNMENT OF INTELLECTUAL PROPERTY This ASSIGNMENT OF INTELLECTUAL PROPERTY, dated as of January 29, 2024 (this “IP Assignment Agreement”), is made and entered into by and between FIRST HEALTH FL LLC, a Delaware limited liability company (“Assignee”), and CEAUTAMED WORLDWIDE, LLC, a Florida limited liability company (“Ceautamed”), WELLNESS WATCHERS GLOBAL, LLC, a Florida limited liab |
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| February 2, 2024 |
SMART FOR LIFE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Exhibit 99.1 SMART FOR LIFE, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The following unaudited pro forma condensed consolidated financial statements are based on the Company's historical consolidated results of operations and financial position, adjusted to give effect to the Disposition, as defined in Item 2.01 of this Form 8-K, as if it had been completed on September |
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| February 2, 2024 |
Exhibit 10.2 BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT This BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT, dated as of January 29, 2024 (this “Bill of Sale and Assignment and Assumption Agreement”), is made and entered into by and among First Health FL LLC, a Delaware limited liability company (“Purchaser”), Ceautamed Worldwide, LLC, a Florida limited liability company (“Ceautame |
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| February 2, 2024 |
Exhibit 10.4 LIMITED LIABILITY COMPANY AGREEMENT This Limited Liability Company Agreement of First Health FL LLC, a limited liability company organized pursuant to the Delaware Limited Liability Company Act (the “Company”), is entered into by and among (i) Joseph X. Xiras, Stuart Benson and Ryan Benson (each, a “Voting Member” and collectively, the “Voting Members”) and (ii) Smart for Life, Inc. ( |
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| February 2, 2024 |
Exhibit 10.11 AGREEMENT This AGREEMENT (this “Agreement”), dated as of January 29, 2024, is entered into by and among (i) D&D Hayes, LLC (“D&D Hayes”), (ii) Ceautamed Worldwide, LLC, a Florida limited liability company (“Ceautamed”), Wellness Watchers Global, LLC, a Florida limited liability company (“WWG”), and Greens First Female, LLC, a Florida limited liability company (“GFF”; each of Ceautame |
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| February 2, 2024 |
Exhibit 10.8 PROMISSORY NOTE MODIFICATION AGREEMENT This Promissory Note Modification Agreement (this “Agreement”) is dated this 26th day of January, 2024 and is entered into between SMART FOR LIFE, INC., a Nevada corporation (hereinafter referred to as “Borrower”), ALFONSO J. CERVANTES, JR. (hereinafter referred to as “Guarantor”) and JOSEPH X. XIRAS, (hereinafter referred to as “lender” or “Hold |
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| February 2, 2024 |
Exhibit 10.7 Smart for Life, Inc. 990 Biscayne Blvd., Suite 503 Miami, FL 33132 May 24, 2023 Joseph X. Xiras [ ] [ ] Mr. Xiras: Reference is made to that certain Original Issue Discount Secured Subordinated Note in the principal amount of $2,272,727.27 issued by Smart for Life, Inc., a Nevada corporation (the “Company”) to Joseph X. Xiras (the “Holder”) on July 29, 2022 (the “Note”). The Note was |
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| February 2, 2024 |
Letter Agreement, dated January 29, 2024, between Smart for Life Inc. and Joseph X. Xiras Exhibit 10.9 January 29, 2024 Smart for Life, Inc. 990 Biscayne Blvd., Suite 503 Miami, FL 33132 Attn: Darren Minton Dear Darren: Reference is made to that certain Original Issue Discount Secured Subordinated Note, dated as of July 29, 2022 (as amended) (the “Xiras Note”), issued by Smart for Life, Inc. (the “Company”) to Joseph X. Xiras (“J. Xiras”) in the original principal amount of $2,272,727. |
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| February 2, 2024 |
Exhibit 10.15 January 29, 2024 Smart for Life, Inc. 990 Biscayne Blvd., Suite 503 Miami, FL 33132 Attn: Darren Minton Dear Darren: Reference is made to that certain (i) 5% Secured Subordinated Promissory Note, dated as of July 29, 2022, issued by Smart for Life, Inc. (the “Company”) to RMB Industries, Inc. (“RMB”) in the initial principal amount of $967,500 (the “RMB Amortizing Note”) and (ii) 5% |
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| January 11, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2024 (January 5, 2024) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporatio |
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| December 20, 2023 |
SMART FOR LIFE, INC. 990 S Rogers Circle, Suite 3 Boca Raton, FL 33487 SMART FOR LIFE, INC. 990 S Rogers Circle, Suite 3 Boca Raton, FL 33487 December 20, 2023 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Jason Drory Re: Smart for Life, Inc. Registration Statement on Form S-1 (File No. 333-276071) Ladies and Gentlemen, Pursuant to Rule 461 under the Securities Act of 1933, as amended, Smart for Life, Inc. hereby respectfully r |
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| December 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 18, 2023 (December 15, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorpora |
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| December 15, 2023 |
Letter Agreement, dated August 9, 2023, between Smart for Life, Inc. and RMB Industries, Inc. Exhibit 10.6 Smart for Life, Inc. 990 S. Rogers Circle, Suite 3 Boca Raton, FL 33487 August 9, 2023 RMB Industries, Inc. 1289 Clint Moore Road Boca Raton, FL 33487 Attn: Ryan Benson Mr. Benson: Reference is made to that certain 5% Secured Subordinated Promissory Note in the principal amount of $967,500 issued by Smart for Life, Inc., a Delaware corporation (the “Company”) to RMB Industries, Inc., |
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| December 15, 2023 |
Exhibit 10.29 THIRD AMENDMENT TO LOAN AGREEMENT THIS THIRD AMENDMENT TO THE LOAN AGREEMENT (this “Third Amendment”), dated and effective as of April 20, 2023, amends the Loan Agreement dated as of July 1, 2021, as amended on June 29, 2022 and on December 29, 2022, by and between Smart For Life, Inc., a Nevada corporation (“SFL” or the “Company”), and Diamond Creek Capital, LLC, a Delaware limited |
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| December 15, 2023 |
Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 15, 2023 |
Letter Agreement, dated May 24, 2023, between Smart for Life, Inc. and Joseph X. Xiras Exhibit 10.23 Smart for Life, Inc. 990 Biscayne Blvd., Suite 503 Miami, FL 33132 May 24, 2023 Joseph X. Xiras 48 Soundview Drive Great Neck NY 11020 Mr. Xiras: Reference is made to that certain Original Issue Discount Secured Subordinated Note in the principal amount of $2,272,727.27 issued by Smart for Life, Inc., a Nevada corporation (the “Company”) to Joseph X. Xiras (the “Holder”) on July 29, |
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| December 15, 2023 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 15, 2023 |
Exhibit 4.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 15, 2023 |
Amendment No. 2 to 2022 Equity Incentive Plan Exhibit 10.50 AMENDMENT NO. 2 TO SMART FOR LIFE, INC. 2022 EQUITY INCENTIVE PLAN The Smart for Life, Inc. Equity Incentive Plan (the “Plan”) is hereby amended as follows: Section 4.1 of the Plan is hereby amended in its entirety to read as follows: “4.1 Subject to adjustment in accordance with Section 11, a total of 1,000,000 shares of Common Stock shall be available for the grant of Awards under |
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| December 15, 2023 |
Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 15, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 15, 2023 |
Exhibit 10.30 FOURTH AMENDMENT TO LOAN AGREEMENT THIS FOURTH AMENDMENT TO THE LOAN AGREEMENT (this “Fourth Amendment”), dated and effective as of May 22, 2023, amends the Loan Agreement dated as of July 1, 2021 and amended from time to time by and between Smart For Life, Inc., a Delaware corporation (“SFL” or the “Company”), and Diamond Creek Capital, LLC, a Delaware limited liability company (“Le |
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| December 15, 2023 |
Exhibit 4.8 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 15, 2023 |
Letter Agreement, dated August 9, 2023, between Smart for Life, Inc. and RTB Childrens Trust Exhibit 10.8 Smart for Life, Inc. 990 S. Rogers Circle, Suite 3 Boca Raton, FL 33487 August 9, 2023 RTB Children’s Trust 1289 Clint Moore Road Boca Raton, FL 33487 Attn: Ryan Benson Mr. Benson: Reference is made to that certain 5% Secured Subordinated Promissory Note in the principal amount of $107,500 issued by Smart for Life, Inc., a Delaware corporation (the “Company”) to RTB Children’s Trust ( |
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| December 15, 2023 |
Exhibit 10.38 THIRD AMENDMENT TO COMMERCIAL LEASE THIS THIRD AMENDMENT TO COMMERICAL LEASE (this “Third Amendment”) is entered into as of the 24th day of May, 2023 (the “Effective Date”) by and between Soflo 111 Properties, LLC, a Florida limited liability company (“Landlord”) and Doctors Scientific Organica LLC, a Florida limited liability company (“Tenant”). RECITALS: A. WHEREAS, pursuant to tha |
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| December 15, 2023 |
Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 15, 2023 |
Letter Agreement, dated August 9, 2023, between Smart for Life, Inc. and D&D Hayes, LLC Exhibit 10.10 Smart for Life, Inc. 990 S. Rogers Circle, Suite 3 Boca Raton, FL 33487 August 9, 2023 D&D Hayes, LLC 55900 Pebble Beach La Quinta, CA 92253 Attn: Dr. Donald Hayes Dr. Hayes: Reference is made to that certain 5% Secured Subordinated Promissory Note in the principal amount of $1,075,000 issued by Smart for Life, Inc., a Delaware corporation (the “Company”) to D&D Hayes LLC, a Florida |
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| December 15, 2023 |
Exhibit 10.37 SECOND AMENDMENT TO LEASE AGREEMENT This SECOND AMENDMENT TO LEASE AGREEMENT (hereinafter “Second Amendment”) is made and entered in this 9th day of September, 2022 by and between Soflo 111 Properties, LLC (hereinafter “Landlord”) and Doctors Scientific Organica, LLC (hereinafter “Tenant”). RECITALS WHEREAS, Scientific Real Estate Holdings, LLC and Tenant entered into a Commercial Le |
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| December 15, 2023 |
Exhibit 10.24 FORBEARANCE AGREEMENT THIS INSTRUMENT sets forth an agreement of forbearance (“Agreement”) made as of and effective on August 29, 2023, between SMART FOR LIFE, INC., a Nevada corporation with its principal place of business located at 990 S. Rogers Circle, Suite 3, Boca Raton, FL 33487 (the “Borrower”), BONNE SANTE’ NATURAL MANUFACTURING, INC. a Florida corporation, DOCTORS SCIENTIFI |
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| December 15, 2023 |
Exhibit 10.36 FIRST AMENDMENT TO COMMERCIAL LEASE THIS FIRST AMENDMENT TO COMMERICAL LEASE (this “First Amendment”) is entered into as of the 16th day of August, 2021 (the “Effective Date”) by and between Scientific Real Estate Holdings LLC, a Florida limited liability company (“Landlord”) and Doctors Scientific Organica LLC, a Florida limited liability company (“Tenant”). RECITALS: A. Pursuant to |
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| December 15, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SMART FOR LIFE, INC. |
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| December 15, 2023 |
Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 15, 2023 |
As filed with the Securities and Exchange Commission on December 15, 2023 As filed with the Securities and Exchange Commission on December 15, 2023 Registration No. |
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| December 15, 2023 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 15, 2023 |
Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 15, 2023 |
Exhibit 10.4 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL BECAUSE IT WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT NO. 3 TO LICENSE AGREEMENT THIS AMENDMENT NO. 3 TO THE LICENSE AGREEMENT (the “Amendment No. 3”) is effect |
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| December 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 8, 2023 (December 5, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporati |
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| December 6, 2023 |
Form of Common Stock Purchase Warrant issued on December 4, 2023 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 6, 2023 |
Form of Inducement Letter, dated December 4, 2023 Exhibit 10.1 Smart for Life, Inc. November 30, 2023 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Smart for Life, Inc. (the “Company”) is pleased to offer to you the opportunity to exercise all or some of the warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued to |
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| December 6, 2023 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 6, 2023 (November 30, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporat |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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: September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41290 SMAR |
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| November 14, 2023 |
Read Instruction (on back page) Before Preparing Form. Please Print or Type. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001-41290 NOTIFICATION OF LATE FILING CUSIP NUMBER 83204U301 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr |
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| November 2, 2023 |
Exhibit 3.1 |
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| November 2, 2023 |
Letter from CohnReznick LLP to the Securities and Exchange Commission, dated November 2, 2023 Exhibit 16.1 November 2, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated November 2, 2023, of Smart for Life, Inc. and are in agreement with the statements contained in part (a) therein. We have no basis to agree or disagree with the statements in part (b) therein. /s/ CohnReznick LLP |
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| November 2, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2023 (October 27, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporati |
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| August 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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: June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41290 SMART FOR |
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| August 23, 2023 |
Exhibit 99.1 Smart for Life Announces Q2 2023 Financial Results and Provides Business Update Balance Sheet Transformation Includes Conversion of Over $5.8 Million Debt to Equity Stockholders’ Equity Improves from Deficit of $2.4 Million to Equity of $4.6 Million Loss for the Six-Month Period Decreases from $20.0 Million to $8.5 Millon Miami, FL – August 23, 2023 – Globe Newswire – Smart for Life, |
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| August 23, 2023 |
Results of Operations and Financial Condition, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 23, 2023 SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Commission File |
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| August 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001-41290 NOTIFICATION OF LATE FILING CUSIP NUMBER 83204U301 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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| August 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2023 (August 2, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) |
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| August 8, 2023 |
Exhibit 3.1 |
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| July 21, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-272424 PROSPECTUS 7,940,835 Shares Common Stock This prospectus relates to 7,940,835 shares of common stock that may be sold from time to time by the selling stockholders named in this prospectus upon the exercise of warrants to purchase common stock. We will not receive any proceeds from the sales of outstanding common stock by the selling sto |
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| July 17, 2023 |
SMART FOR LIFE, INC. 990 S Rogers Circle, Suite 3 Boca Raton, FL 33487 SMART FOR LIFE, INC. 990 S Rogers Circle, Suite 3 Boca Raton, FL 33487 July 17, 2023 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Doris Stacey Gama Re: Smart for Life, Inc. Registration Statement on Form S-3 (File No. 333-272424) Ladies and Gentlemen, Pursuant to Rule 461 under the Securities Act of 1933, as amended, Smart for Life, Inc. hereby respectfully |
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| July 7, 2023 |
Exhibit 4.5 SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT smart for life, inc. Warrant Shares: 479,672 Initial Issuance Date: July 1, 2021 Second Restated Issuance Date: June 30, 2023 THIS SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Sabby Volatility Warrant Master Fund, Ltd. or its assigns (the “Holder”) is entitled, up |
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| July 7, 2023 |
Exhibit 4.3 SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT smart for life, inc. Warrant Shares: 662,169 Initial Issuance Date: July 1, 2021 Second Restated Issuance Date: June 30, 2023 THIS SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, District 2 Capital Fund LP or its assigns (the “Holder”) is entitled, upon the terms and |
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| July 7, 2023 |
Exhibit 4.4 SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT smart for life, inc. Warrant Shares: 200,000 Initial Issuance Date: July 1, 2021 Second Restated Issuance Date: June 30, 2023 THIS SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Ionic Ventures, LLC or its assigns (the “Holder”) is entitled, upon the terms and subjec |
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| July 7, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SMART FOR LIFE, INC. |
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| July 7, 2023 |
Exhibit 4.1 SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT smart for life, inc. Warrant Shares: 87,845 Initial Issuance Date: July 1, 2021 Second Restated Issuance Date: June 30, 2023 THIS SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Anson East Master Fund LP or its assigns (the “Holder”) is entitled, upon the terms and s |
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| July 7, 2023 |
Smart for Life, Inc. 990 S Rogers Circle, Suite 3 Boca Raton, FL 33487 Smart for Life, Inc. 990 S Rogers Circle, Suite 3 Boca Raton, FL 33487 July 7, 2023 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC. 20549 Attn: Doris Stacey Gama Re: Smart for Life, Inc. Registration Statement on Form S-3 Filed June 5, 2023 File No. 333-272424 Ladies and Gentlemen: We hereby submit the responses of Smart for Life, Inc. (the “Company”) to the comments of |
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| July 7, 2023 |
Exhibit 4.2 SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT smart for life, inc. Warrant Shares: 193,532 Initial Issuance Date: July 1, 2021 Second Restated Issuance Date: June 30, 2023 THIS SECOND AMENDED AND RESTATED COMMON STOCK PURCHASE WARRANT (this “Warrant”) certifies that, for value received, Anson Investments Master Fund LP or its assigns (the “Holder”) is entitled, upon the ter |
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| July 7, 2023 |
As filed with the Securities and Exchange Commission on July 7, 2023 As filed with the Securities and Exchange Commission on July 7, 2023 Registration No. |
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| June 8, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2023 (June 7, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Com |
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| June 6, 2023 |
SMFL / Smart for Life Inc / Ionic Ventures, LLC - SC 13G/A Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* SMART FOR LIFE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83204U103 (CUSIP Number) May 30, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to w |
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| June 5, 2023 |
Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 5, 2023 |
Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 5, 2023 |
Exhibit 4.11 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| June 5, 2023 |
Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| June 5, 2023 |
As filed with the Securities and Exchange Commission on June 5, 2023 As filed with the Securities and Exchange Commission on June 5, 2023 Registration No. |
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| June 5, 2023 |
EX-4.8 9 ea179711ex4-8smartforlife.htm PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT ISSUED BY SMART FOR LIFE, INC. TO MICHAEL VASINKEVICH ON MAY 31, 20233 Exhibit 4.8 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATI |
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| June 5, 2023 |
Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 5, 2023 |
Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| June 5, 2023 |
Exhibit 4.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 5, 2023 |
Exhibit 4.6 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 5, 2023 |
Exhibit 4.14 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| June 5, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 5, 2023 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| June 5, 2023 |
Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| June 5, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SMART FOR LIFE, INC. |
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| June 5, 2023 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 30, 2023 |
Exhibit 10.7 SMART FOR LIFE, INC. PROMISSORY NOTE AND COMMON STOCK Principal Amount: $50,000 February 14, 2022 1. Principal and Interest. Smart for Life, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of Barry T. Cervantes (“Holder”) in lawful money of the United States of America at the address for notices to Holder set forth below, the princ |
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| May 30, 2023 |
Exhibit 10.9 SMART FOR LIFE, INC. PROMISSORY NOTE AND COMMON STOCK Subscription Amount: $100,000 October 10, 2022 Principal Amount: $105,000 1. Principal and Interest. Smart for Life, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of Barry T. Cervantes (“Holder”) in lawful money of the United States of America at the address for notices to Hol |
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| May 30, 2023 |
Promissory Note issued by Smart for Life, Inc. to Robert Rein on December 21, 2022 Exhibit 10.11 SMART FOR LIFE, INC. PROMISSORY NOTE Principal Amount: $100,000 December 21, 2022 1. Principal and Interest. Smart for Life, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of Robert Rein (“Holder”) in lawful money of the United States of America at the address for notices to Holder set forth below, the principal amount of $100,00 |
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| May 30, 2023 |
Promissory Note issued by Smart for Life, Inc. to Robert Rein on December 6, 2022 Exhibit 10.10 SMART FOR LIFE, INC. PROMISSORY NOTE Principal Amount: $30,000 December 6, 2022 1. Principal and Interest. Smart for Life, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of Robert Rein (“Holder”) in lawful money of the United States of America at the address for notices to Holder set forth below, the principal amount of $30,000. |
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| May 30, 2023 |
Note Agreement among Smart for Life, Inc., and RTB Childrens Trust, dated May 25, 2023 Exhibit 10.17 NOTE AGREEMENT THIS AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc. (formerly, Bonne Sante Group, Inc.), a Nevada corporation (the “Company”), and Justin Francisco and Steven Rubert (together, the “Holder” and, collectively with the Company, the “Parties”). RECITALS A. The Holder is the record and beneficia |
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| May 30, 2023 |
Note Agreement among Smart for Life, Inc., and Robert Rein, dated May 26, 2023 Exhibit 10.20 NOTE AGREEMENT THIS NOTE AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and Robert Rein (the “Holder” and, together with the Company, the “Parties”). RECITALS A. The Holder is the record and beneficial owner of: (i) Promissory Note, dated December 6, 2022, in the prin |
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| May 30, 2023 |
Exhibit 3.1 |
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| May 30, 2023 |
Smart for Life Announces Exercise of Warrants for $4.5 Million in Gross Proceeds Exhibit 99.2 Smart for Life Announces Exercise of Warrants for $4.5 Million in Gross Proceeds MIAMI, May 30, 2023 (GLOBE NEWSWIRE) – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, today announced the agreement by several accredited investors |
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| May 30, 2023 |
Note Agreement among Smart for Life, Inc., and Barry T. Cervantes, dated May 26, 2023 Exhibit 10.19 NOTE AGREEMENT THIS NOTE AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and Barry T. Cervantes (the “Holder” and, together with the Company, the “Parties”). RECITALS A. The Holder is the record and beneficial owner of: (i) Promissory Note, dated February 14, 2022, in |
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| May 30, 2023 |
Note Agreement among Smart for Life, Inc., and Sasson E. Moulavi, dated May 25, 2023 Exhibit 10.18 NOTE AGREEMENT THIS AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc. (formerly, Bonne Sante Group, Inc.), a Nevada corporation (the “Company”), and Sasson E. Moulavi (the “Holder” and, together with the Company, the “Parties”). RECITALS A. The Holder is the record and beneficial owner of the 6% Secured Subor |
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| May 30, 2023 |
Promissory Note issued by Smart for Life, Inc. to Robert Rein on February 8, 2023 Exhibit 10.12 SMART FOR LIFE, INC. PROMISSORY NOTE Principal Amount: $50,000 February 8, 2023 1. Principal and Interest. Smart for Life, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of Robert Rein (“Holder”) in lawful money of the United States of America at the address for notices to Holder set forth below, the principal amount of $50,000 p |
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| May 30, 2023 |
Note Agreement among Smart for Life, Inc., Justin Francisco, and Steven Rubert, dated May 25, 2023 Exhibit 10.14 NOTE AGREEMENT THIS AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and D&D Hayes, LLC (the “Holder” and, together with the Company, the “Parties”). RECITALS A. The Holder is the record and beneficial owner of the 5% Secured Subordinated Convertible Promissory Note, da |
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| May 30, 2023 |
Note Agreement among Smart for Life, Inc., and D&D Hayes, LLC, dated May 25, 2023 Exhibit 10.15 NOTE AGREEMENT THIS AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and RMB Industries, Inc. (the “Holder” and, together with the Company, the “Parties”). RECITALS A. The Holder is the record and beneficial owner of the 5% Secured Subordinated Convertible Promissory No |
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| May 30, 2023 |
Note Agreement among Smart for Life, Inc., and RMB Industries, Inc., dated May 25, 2023 Exhibit 10.16 NOTE AGREEMENT THIS AGREEMENT (this “Agreement”) is made and entered into as of May 25, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and RTB Children’s Trust (the “Holder” and, together with the Company, the “Parties”). RECITALS A. The Holder is the record and beneficial owner of the 5% Secured Subordinated Convertible Promissory No |
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| May 30, 2023 |
Exhibit 10.22 DEFERRED COMPENSATION CONVERSION AGREEMENT THIS DEFERRED COMPENSATION CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and Darren Minton (the “Executive” and, together with the Company, the “Parties”). RECITALS A. The Executive is the Chief Executive Officer |
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| May 30, 2023 |
Exhibit 10.26 Smart for Life, Inc. May 29, 2023 Holder of Common Stock Purchase Warrants Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Smart for Life, Inc. (the “Company”) is pleased to offer to you the opportunity to exercise all or some of the warrants to purchase shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issued to you |
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| May 30, 2023 |
Exhibit 10.6 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OP |
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| May 30, 2023 |
Exhibit 10.8 SMART FOR LIFE, INC. PROMISSORY NOTE AND COMMON STOCK Principal Amount: $59,000 April 13, 2022 1. Principal and Interest. Smart for Life, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of Barry T. Cervantes (“Holder”) in lawful money of the United States of America at the address for notices to Holder set forth below, the principa |
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| May 30, 2023 |
Promissory Note issued by Smart for Life, Inc. to Robert Rein on March 27, 2023 Exhibit 10.13 SMART FOR LIFE, INC. PROMISSORY NOTE Principal Amount: $50,000 March 7, 2023 1. Principal and Interest. Smart for Life, Inc., a Delaware corporation (the “Company”), for value received, hereby promises to pay to the order of Robert Rein (“Holder”) in lawful money of the United States of America at the address for notices to Holder set forth below, the principal amount of $50,000 plus |
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| May 30, 2023 |
Exhibit 10.21 DEFERRED COMPENSATION CONVERSION AGREEMENT THIS DEFERRED COMPENSATION CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and Alfonso J. Cervantes, Jr. (the “Executive” and, together with the Company, the “Parties”). RECITALS A. The Executive is the Executive Ch |
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| May 30, 2023 |
Exhibit 10.23 DIRECTOR FEES CONVERSION AGREEMENT THIS DIRECTOR FEES CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and Arthur Reynolds (the “Director” and, together with the Company, the “Parties”). RECITALS A. The Director is a member of the Company’s Board of Directors |
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| May 30, 2023 |
Exhibit 10.25 DIRECTOR FEES CONVERSION AGREEMENT THIS DIRECTOR FEES CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and Roger Conley Wood (the “Director” and, together with the Company, the “Parties”). RECITALS A. The Director is a member of the Company’s Board of Directo |
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| May 30, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 30, 2023 (May 25, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Com |
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| May 30, 2023 |
Director Fee Conversion Agreement among Smart for Life, Inc. and Robert Rein, dated May 26, 2023. Exhibit 10.24 DIRECTOR FEES CONVERSION AGREEMENT THIS DIRECTOR FEES CONVERSION AGREEMENT (this “Agreement”) is made and entered into as of May 26, 2023 (the “Effective Date”), between Smart for Life, Inc., a Nevada corporation (the “Company”), and Robert S. Rein (the “Director” and, together with the Company, the “Parties”). RECITALS A. The Director is a member of the Company’s Board of Directors |
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| May 30, 2023 |
Exhibit 99.1 Smart for Life Announces Successful Debt Refinancing as Part of Company’s Balance Sheet Transformation Conversion Includes Over $5.8 Million of Debt into Equity and Over $1.2 Million by Executive Management and the Board of Directors Miami, FL – May 26, 2023 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the H |
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| May 23, 2023 |
Form of Pre-Funded Common Stock Purchase Warrant Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Smart for life, inc. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof |
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| May 23, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 17, 2023, between Smart for Life, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set fo |
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| May 23, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2023 (May 17, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Com |
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| May 23, 2023 |
Form of Common Stock Purchase Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 23, 2023 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 23, 2023 |
Exhibit 99.1 Smart for Life Announces Closing of $1.58 Million Registered Direct Offering Priced At-The-Market Under Nasdaq Rules MIAMI, May 19, 2023 (GLOBE NEWSWIRE) – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, today announced that it h |
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| May 22, 2023 |
Smart for Life Announces Q1 2023 Financial Results and Provides Business Update Exhibit 99.1 Smart for Life Announces Q1 2023 Financial Results and Provides Business Update Miami, FL – May 22, 2023 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, today provided a business update and reported financial r |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41290 SMART FO |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 22, 2023 SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Commission File Nu |
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| May 19, 2023 |
206,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 378,892 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-271052 Prospectus Supplement (To Prospectus dated April 10, 2023) 206,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 378,892 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to a certain investor 206,000 shares of our common stock, par value $0.0001, and pre-funded |
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| May 16, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SEC FILE NUMBER FORM 12b-25 001-41290 NOTIFICATION OF LATE FILING CUSIP NUMBER 83204U301 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi |
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| May 16, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-271701 PROSPECTUS 4,306,612 Shares Common Stock This prospectus relates to 4,306,612 shares of common stock that may be sold from time to time by the selling stockholders named in this prospectus, which includes: ● 32,928 shares of common stock issuable upon the exercise of series A warrants issued to investors in our initial public offering; ● |
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| May 11, 2023 |
SMART FOR LIFE, INC. 990 S Rogers Circle, Suite 3 Boca Raton, FL 33487 SMART FOR LIFE, INC. 990 S Rogers Circle, Suite 3 Boca Raton, FL 33487 May 11, 2023 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Alan Campbell Re: Smart for Life, Inc. Registration Statement on Form S-3 (File No. 333-271701) Ladies and Gentlemen, Pursuant to Rule 461 under the Securities Act of 1933, as amended, Smart for Life, Inc. hereby respectfully requ |
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| May 9, 2023 |
Letter from Daszkal Bolton LLP to the Securities and Exchange Commission, dated May 9, 2023 Exhibit 16.1 May 9, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated May 9, 2023 of Smart for Life, Inc. and are in agreement with the statements contained therein. /s/ Daszkal Bolton LLP |
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| May 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 9, 2023 (May 3, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Com |
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| May 9, 2023 |
Letter from CohnReznick LLP to the Securities and Exchange Commission, dated May 9, 2023 Exhibit 16.2 May 9, 2023 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated May 9, 2023 of Smart for Life, Inc. and are in agreement with the statements contained therein. /s/ CohnReznick LLP |
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| May 5, 2023 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 5, 2023 |
Smart for Life Announces $900,000 Registered Direct Offering Priced At-The-Market Under Nasdaq Rules Exhibit 99.1 Smart for Life Announces $900,000 Registered Direct Offering Priced At-The-Market Under Nasdaq Rules MIAMI, May 03, 2023 (GLOBE NEWSWIRE) - Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), a high growth global leader in the Health & Wellness sector marketing and manufacturing nutritional foods and supplements worldwide, today announced that it has entered into |
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| May 5, 2023 |
Form of Common Stock Purchase Warrant Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2023 (May 2, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Commi |
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| May 5, 2023 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 2, 2023, between Smart for Life, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set for |
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| May 5, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SMART FOR LIFE, INC. |
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| May 5, 2023 |
Form of Pre-Funded Common Stock Purchase Warrant Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT Smart for life, inc. Warrant Shares: Initial Exercise Date: , 2023 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof |
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| May 5, 2023 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 5, 2023 |
As filed with the Securities and Exchange Commission on May 5, 2023 As filed with the Securities and Exchange Commission on May 5, 2023 Registration No. |
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| May 5, 2023 |
Form of Placement Agent Common Stock Purchase Warrant Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| May 4, 2023 |
94,600 Shares of Common Stock Pre-Funded Warrants to Purchase up to 186,001 Shares of Common Stock Filed Pursuant to Rule 424(b)(5) Registration No. 333-271052 Prospectus Supplement (To Prospectus dated April 10, 2023) 94,600 Shares of Common Stock Pre-Funded Warrants to Purchase up to 186,001 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering to a certain investor 94,600 shares of our common stock, par value $0.0001, and pre-funded wa |
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| April 28, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 28, 2023 (April 24, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) |
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| April 28, 2023 |
Exhibit 3.1 |
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| April 13, 2023 |
Exhibit 3.3 BYLAWS OF SMART FOR LIFE, Inc. Adopted on April 10, 2023 article I OFFICES 1.1 Registered Office. The registered office and registered agent of Smart for Life, Inc. (the “Corporation”) shall be as from time to time set forth in the Corporation’s Articles of Incorporation. 1.2 Other Offices. The Corporation may also have offices at such other places, both within and without the State of |
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| April 13, 2023 |
Exhibit 2.2 |
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| April 13, 2023 |
Exhibit 2.1 PLAN OF CONVERSION OF SMART FOR LIFE, INC. This Plan of Conversion (this “Plan of Conversion”) is adopted as of January 12, 2023 to convert Smart for Life, Inc., a Delaware corporation (the “Converting Entity”), to a Nevada corporation to be known as “Smart for Life, Inc.” (the “Converted Entity”). 1. Converting Entity. The Converting Entity is a corporation organized under the General |
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| April 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 13, 2023 (April 10, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Nevada 001-41290 81-5360128 (State or other jurisdiction of incorporation) |
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| April 13, 2023 |
Exhibit 2.3 |
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| April 13, 2023 |
Exhibit 3.2 |
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| April 13, 2023 |
Exhibit 3.1 |
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| April 6, 2023 |
SMART FOR LIFE, INC. 990 S Rogers Circle, Suite 3 Boca Raton, FL 33487 SMART FOR LIFE, INC. 990 S Rogers Circle, Suite 3 Boca Raton, FL 33487 April 6, 2023 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Lauren Hamill Re: Smart for Life, Inc. Registration Statement on Form S-3 (File No. 333-271052) Dear Ms. Hamill, Pursuant to Rule 461 under the Securities Act of 1933, as amended, Smart for Life, Inc. hereby respectfully requests |
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| April 6, 2023 |
Exhibit 10.3 Smart for Life, Inc. 990 Biscayne Blvd., Suite 503 Miami, FL 33132 April 1, 2023 RMB INDUSTRIES, INC. 1289 Clint Moore Road Boca Raton, FL 33487 Attn: Ryan Benson Mr. Benson: Reference is made to that certain 5% Secured Subordinated Promissory Note in the principal amount of $125,000 issued by Smart for Life, Inc., a Delaware corporation (the “Company”) to RMB INDUSTRIES, INC. (the “H |
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| April 6, 2023 |
Exhibit 10.9 Smart for Life, Inc. 990 Biscayne Blvd., Suite 503 Miami, FL 33132 April 1, 2023 Stuart Benson 6980 Queenferry Circle Boca Raton, FL 33496 Mr. Benson: Reference is made to that certain 5% Secured Subordinated Promissory Note in the principal amount of $775,000 issued by Smart for Life, Inc., a Delaware corporation (the “Company”) to you (the “Holder”) on July 29, 2022 and amended on N |
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| April 6, 2023 |
Exhibit 10.6 Smart for Life, Inc. 990 Biscayne Blvd., Suite 503 Miami, FL 33132 April 1, 2023 D&D Hayes, LLC 55900 Pebble Beach La Quinta, CA 92253 Attn: Dr. Donald Hayes Dr. Hayes: Reference is made to that certain 5% Secured Subordinated Promissory Note in the principal amount of $300,000 issued by Smart for Life, Inc., a Delaware corporation (the “Company”) to D&D Hayes, LLC (the “Holder”) on J |
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| April 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 6, 2023 (April 1, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41290 81-5360128 (State or other jurisdiction of incorporation) |
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| March 31, 2023 |
Exhibit 99.1 Smart for Life Reports 2022 Financial Results and Provides Business Update Revenue Increases 96.9% to $17.8 Million for 2022 Reflecting Successful Acquisition Strategy Chairman’s Report on 2023 Outlook Will Be Released Monday, April 3rd at 8:00 a.m. Eastern Time Boca Raton, FL – March 31, 2023 – Globe Newswire – Smart for Life, Inc. (Nasdaq: SMFL) (“Smart for Life” or the “Company”), |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-41290 SMART FOR LIFE, INC. |
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| March 31, 2023 |
EX-19.1 5 f10k2022ex19-1smartforlife.htm INSIDER TRADING POLICY Exhibit 19.1 SMART FOR LIFE, INC. INSIDER TRADING POLICY 1. PURPOSE This Insider Trading Policy (this “Policy”) states the policy with respect to transactions in the securities of Smart for Life, Inc. (the “Company”), and the handling of confidential information about the Company and other companies with which the Company does busines |
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| March 31, 2023 |
As filed with the Securities and Exchange Commission on March 31, 2023 As filed with the Securities and Exchange Commission on March 31, 2023 Registration No. |
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| March 31, 2023 |
Exhibit 4.1 SMART FOR LIFE, INC. INDENTURE Dated as of [] Trustee TABLE OF CONTENTS ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 Section 1.1 Definitions. 1 Section 1.2 Incorporation by Reference of Trust Indenture Act. 3 Section 1.3 Rules of Construction. 3 ARTICLE II THE SECURITIES 4 Section 2.1 Issuable in Series. 4 Section 2.2 Establishment of Terms of Series of Securities. 4 Section |
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| March 31, 2023 |
Exhibit 4.1 DESCRIPTION OF SECURITIES General The following description summarizes important terms of the classes of our capital stock as of December 31, 2022. This summary does not purport to be complete and is qualified in its entirety by the provisions of our certificate of incorporation, the certificate of designation for our series A convertible preferred stock and our bylaws, which have been |
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| March 31, 2023 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2023 SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41290 81-5360128 (State or other jurisdiction of incorporation) (Commission Fil |
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| March 31, 2023 |
Exhibit 10.24 FIRST AMENDMENT TO LOAN AGREEMENT THIS FIRST AMENDMENT TO THE LOAN AGREEMENT (this “Amendment”), dated and effective as ofJune 30, 2022, amends the Loan Agreement dated as ofJuly 1, 2021 by and between Smart For Life, Inc., a Delaware corporation (“SFL” or the “Company”), and Diamond Creek Capital, LLC, a Delaware limited liability company (“Lender’’) (as amended, the “Loan Agreement |
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| March 31, 2023 |
EX-FILING FEES 6 ea175946ex-feesmartforlife.htm EXHIBIT FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) SMART FOR LIFE, INC. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Max |
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| March 31, 2023 |
Exhibit 10.42 AMENDMENT NO. 1 TO SMART FOR LIFE, INC. 2022 EQUITY INCENTIVE PLAN The Smart for Life, Inc. Equity Incentive Plan (the “Plan”) is hereby amended as follows: Section 4.1 of the Plan is hereby amended in its entirety to read as follows: “4.1 Subject to adjustment in accordance with Section 11, a total of 70,000,000 shares of Common Stock shall be available for the grant of Awards under |
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| March 31, 2023 |
Subsidiaries of Smart for Life, Inc. Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization Percentage of Ownership Bonne Sante Natural Manufacturing, Inc. Florida 100 % Doctors Scientific Organica, LLC Florida 100 % Oyster Management Services, L.L.C. Florida 100 % U.S. Medical Care Holdings, L.L.C. Florida 100 % Lawee Enterprises, L.L.C. Florida 100 % Lavi Enterprises, LLC Florida 100 % Smart for Life Cana |
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| March 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 17, 2023 (March 15, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41290 81-5360128 (State or other jurisdiction of incorporation |
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| March 9, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 9, 2023 (March 7, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41290 81-5360128 (State or other jurisdiction of incorporation) |
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| March 9, 2023 |
Letter from Daszkal Bolton, LLP to the Securities and Exchange Commission, dated March 9, 2023 Exhibit 16.1 March 9, 2023 U.S. Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Re: Smart for Life, Inc. Changes in Registrant’s Certifying Accountant We have read the statements made by Smart for Life, Inc., which we understand will be filed with the Securities and Exchange Commission, pursuant to Items 4.01 and 8.01 of Form 8-K of the Company dated March 9, 2023, and agr |
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| February 13, 2023 |
SMFL / Smart for Life Inc / Ionic Ventures, LLC - SC 13G/A Passive Investment SC 13G/A 1 g083407sc-13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* SMART FOR LIFE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83204U103 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropr |
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| February 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defini |
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| January 26, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 26, 2023 (January 25, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41290 81-5360128 (State or other jurisdiction of incorpora |
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| January 19, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defi |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2023 (January 12, 2023) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41290 81-5360128 (State or other jurisdiction of incorpora |
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| January 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| January 5, 2023 |
Exhibit 10.1 SECOND AMENDMENT TO LOAN AGREEMENT THIS SECOND AMENDMENT TO THE LOAN AGREEMENT (this ?Second Amendment?), dated and effective as of December 29, 2022, amends the Loan Agreement dated as of July 1, 2021 and amended on June 29, 2022 by and between Smart For Life, Inc., a Delaware corporation (?SFL? or the ?Company?), and Diamond Creek Capital, LLC, a Delaware limited liability company ( |
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| January 5, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 5, 2023 (December 29, 2022) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41290 81-5360128 (State or other jurisdiction of incorpora |
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| January 3, 2023 |
Filed Pursuant to Rule 424(b)(3) Registration No. 333-268830 PROSPECTUS 58,853,719 Shares of Common Stock This prospectus relates to 58,853,719 shares of common stock, par value $0.0001 per share, of Smart for Life, Inc. that may be sold from time to time by the selling stockholders named in this prospectus, which includes: ? 1,282,896 shares of common stock; ? 6,296,035 shares of common stock iss |
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| December 23, 2022 |
SMART FOR LIFE, INC. 990 S Rogers Circle, Suite 3 Boca Raton, Florida 33487 SMART FOR LIFE, INC. 990 S Rogers Circle, Suite 3 Boca Raton, Florida 33487 December 23, 2022 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Attn: Tim Buckmiller Re: Smart for Life, Inc. Registration Statement on Form S-1 (File No. 333-268830) Dear Mr. Buckmiller, Pursuant to Rule 461 under the Securities Act of 1933, as amended, Smart for Life, Inc. hereby respect |
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| December 22, 2022 |
Prospectus Supplement No. 2 to Prospectus dated June 22, 2022 1,855,050 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-261699 Prospectus Supplement No. 2 to Prospectus dated June 22, 2022 1,855,050 Shares of Common Stock This Prospectus Supplement No. 2 (this ?Supplement?) relates to the prospectus of Smart for Life, Inc., dated June 22, 2022, relating to 1,855,050 shares of common stock issuable upon the exercise of warrants issued in our initial public offeri |
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| December 22, 2022 |
Prospectus Supplement No. 2 to Prospectus dated June 22, 2022 53,021,107 Shares of Common Stock Filed Pursuant to Rule 424(b)(3) Registration No. 333-261699 Prospectus Supplement No. 2 to Prospectus dated June 22, 2022 53,021,107 Shares of Common Stock This Prospectus Supplement No. 2 (this ?Supplement?) relates to the prospectus of Smart for Life, Inc., dated June 22, 2022, relating to 53,021,107 shares of common stock that may be sold from time to time by the selling stockholders named in |
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| December 21, 2022 |
SMFL / Smart for Life Inc / Ionic Ventures, LLC - SC 13G Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* SMART FOR LIFE, INC. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 83204U103 (CUSIP Number) December 9, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to |
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| December 21, 2022 |
As filed with the Securities and Exchange Commission on December 21, 2022 As filed with the Securities and Exchange Commission on December 21, 2022 Registration No. |
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| December 21, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SMART FOR LIFE, INC. |
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| December 16, 2022 |
As filed with the Securities and Exchange Commission on December 16, 2022 As filed with the Securities and Exchange Commission on December 16, 2022 Registration No. |
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| December 16, 2022 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) SMART FOR LIFE, INC. |
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| December 16, 2022 |
Subsidiaries of Smart for Life, Inc. EX-21.1 3 ea170229ex21-1smart.htm SUBSIDIARIES OF SMART FOR LIFE, INC. Exhibit 21.1 LIST OF SUBSIDIARIES Name of Subsidiary Jurisdiction of Organization Percentage of Ownership Bonne Sante Natural Manufacturing, Inc. Florida 100 % Doctors Scientific Organica, LLC Florida 100 % Oyster Management Services, Ltd. Florida 100 % U.S. Medical Care Holdings, L.L.C. Florida 100 % Lawee Enterprises, L.L.C. |
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| December 9, 2022 |
Exhibit 4.16 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 9, 2022 |
Exhibit 4.17 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 9, 2022 |
Exhibit 4.21 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| December 9, 2022 |
Exhibit 4.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 9, 2022 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of December 8, 2022 between Smart for Life, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and conditions |
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| December 9, 2022 |
Exhibit 4.13 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 9, 2022 |
Exhibit 4.14 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 9, 2022 |
Exhibit 4.7 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 9, 2022 |
Exhibit 4.5 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 9, 2022 |
Exhibit 4.18 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 9, 2022 |
Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 9, 2022 |
Exhibit 4.24 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| December 9, 2022 |
Exhibit 4.23 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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| December 9, 2022 |
Exhibit 4.20 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 9, 2022 |
Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 9, 2022 |
Exhibit 4.15 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 9, 2022 |
Exhibit 4.12 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 9, 2022 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 9, 2022 |
Exhibit 4.9 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 9, 2022 |
Exhibit 4.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 9, 2022 |
Exhibit 4.19 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| December 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 9, 2022 (December 8, 2022) SMART FOR LIFE, INC. (Exact name of registrant as specified in its charter) Delaware 001-41290 81-5360128 (State or other jurisdiction of incorpora |
