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)		(Commission File Number)		(IRS Employer Identification No.)

 

990 S Rogers Circle, Suite 3, Boca Raton, FL		33487
(Address of principal executive offices)		(Zip Code)

 

(786) 749-1221

(Registrant’s telephone number, including area code)

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		SMFL		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 3.03

Material Modification to Rights of Security Holders.

 

On August 2, 2023, Smart for Life, Inc. (the “Company”) implemented the previously announced one-for-3 reverse stock split (the “Reverse Stock Split”) of the Company’s authorized and outstanding common stock, par value $0.0001 per share (“Common Stock”) by filing a Certificate of Change that became effective on August 2, 2023 (the “Certificate of Change”). As a result of the Reverse Stock Split, the Company’s authorized Common Stock decreased from 500,000,000 shares to 166,666,667 shares. The Reverse Stock Split had no effect the par value of the Company’s Common Stock. The foregoing summary of the Certificate of Change is qualified in its entirety by reference to the full text of the Certificate of Change, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

The Common Stock began trading on a split-adjusted basis when the Nasdaq Capital Market opened on August 2, 2023 under the symbol “SMFL” with a new CUSIP number (83204U400).

 

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

The information set forth under Item 3.03 is incorporated by reference into this Item 5.03.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description of Exhibit
3.1		Certificate of Change to Articles of Incorporation of Smart for Life, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 8, 2023	SMART FOR LIFE, INC.
	/s/ Darren C. Minton
	Name: Darren C. Minton
	Title: Chief Executive Officer

 

 

2